<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission file number 33-96830
A. Full title of the plan: The Money Store Profit-Sharing Plan
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
The Money Store Inc.
2840 Morris Avenue
Union, New Jersey 07083
================================================================================
<PAGE>
THE MONEY STORE PROFIT-SHARING PLAN
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Independent Auditors' Report
Statements of Net Assets Available for Plan Benefits
with Fund Information as of December 31, 1997 and 1996 1
Statements of Changes in Net Assets Available for Plan
Benefits with Fund Information for the Years Ended
December 31, 1997 and 1996 2 - 3
Notes to Financial Statements 4 - 8
Schedule 1 - Assets Held for Investment Purposes as of
December 31, 1997 9
Schedule 2 - Reportable Transactions for the Year
Ended December 31, 1997 10
Exhibits:
Exhibit 1 - Independent Auditors' Consent
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Trustees
The Money Store Profit-Sharing Plan:
We have audited the accompanying financial statements of The Money Store Profit-
Sharing Plan as of December 31, 1997 and 1996 and for the years then ended.
These financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 1997 and 1996, and the changes in net assets available for plan
benefits for the years then ended in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Item 27(a)
- - Schedule of Assets Held for Investment Purposes and Item 27(d) - Schedule of
Reportable Transactions as of and for the year ended December 31, 1997 are
presented for the purpose of additional analysis and are not a required part of
the basic financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The fund information
in the statements of net assets available for plan benefits and the statements
of changes in net assets available for plan benefits is presented for purposes
of additional analysis rather than to present the net assets available for plan
benefits and changes in net assets available for plan benefits of each fund.
The supplemental schedules and fund information have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
The schedule of reportable transactions that accompanies the Plan's financial
statements does not disclose the historical cost and the net gain or loss of
investments sold. Disclosure of this information is required by the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974.
Sacramento, California
July 9, 1998
<PAGE>
THE MONEY STORE
PROFIT-SHARING PLAN
Statement of Net Assets Available for Plan Benefits
December 31, 1997 and 1996
<TABLE>
<CAPTION>
FEDERATED PUTNAM FIDELITY
CAPITAL INTERMEDIATE INCOME VISTA BASIC ADVISOR
PRESERVATION BOND FUND FUND OF VALUE GROWTH
FUND OF AMERICA AMERICA CLASS A OPPORTUNITIES
------------ ------------ ----------- ------------ -------------
<S> <C> <C> <C> <C> <C>
DECEMBER 31, 1997
- -----------------
Investments, at fair market value $ 8,223,846 $ 3,945,230 $ 8,634,837 $ 13,407,306 $ 15,727,763
Participant loans - - - - -
Contributions receivable:
Employer - - - - -
------------------------------------------------------------------------------------
Total assets 8,223,846 3,945,230 8,634,837 13,407,306 15,727,763
------------------------------------------------------------------------------------
Net assets available for
plan benefits $ 8,223,846 $ 3,945,230 $ 8,634,837 $ 13,407,306 $ 15,727,763
====================================================================================
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1996
- -----------------
<S> <C> <C> <C> <C> <C>
Investments, at fair market value $ 6,523,115 $ 2,928,089 $ 5,395,394 $ 8,301,523 $ 8,937,752
Participant loans - - - - -
Contributions receivable:
Employer 770,625 247,254 427,884 635,411 785,391
------------------------------------------------------------------------------------
Total assets 7,293,740 3,175,343 5,823,278 8,936,934 9,723,143
Less: accounts payable - - - - -
------------------------------------------------------------------------------------
Net assets available for
plan benefits $ 7,293,740 $ 3,175,343 $ 5,823,278 $ 8,936,934 $ 9,723,143
===================================================================================
</TABLE>
<TABLE>
<CAPTION>
THE MONEY FEDERATED PARTICIPANT
STORE PRIME CASH LOAN
STOCK FUND FUND ACCOUNT OTHER
----------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
DECEMBER 31, 1997
- -----------------
Investments, at fair market value $ 4,935,840 $501,229 $ - $ -
Participant loans - - 1,336,766 -
Contributions receivable:
Employer - - - 3,749,310
-------------------------------------------------------------
Total assets 4,935,840 501,229 1,336,766 3,749,310
-------------------------------------------------------------
Net assets available for
plan benefits $ 4,935,840 $501,229 $ 1,336,766 $ 3,749,310
=============================================================
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1996
- -----------------
<S> <C> <C> <C> <C>
Investments, at fair market value $ 3,170,523 $ 39,603 $ - $ -
Participant loans - - 842,437 -
Contributions receivable:
Employer 434,461 - - -
-------------------------------------------------------------
Total assets 3,604,984 39,603 842,437 -
Less: accounts payable - - - -
-------------------------------------------------------------
Net assets available for
plan benefits $ 3,604,984 $ 39,603 $ 842,437 $ -
=============================================================
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1997 LIABILITIES TOTAL
- ----------------- ------------ -------------
<S> <C> <C>
Investments, at fair market value $ - $ 55,376,051
Participant loans - 1,336,766
Contributions receivable:
Employer - 3,749,310
--------------------------------
Total assets - 60,462,127
--------------------------------
Net assets available for
plan benefits $ - $ 60,462,127
================================
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1996
- -----------------
<S> <C> <C>
Investments, at fair market value $ - $ 35,295,999
Participant loans - 842,437
Contributions receivable:
Employer - 3,301,026
--------------------------------
Total assets - 39,439,462
Less: accounts payable (33,862) (33,862)
--------------------------------
Net assets available for
plan benefits $ (33,862) $ 39,405,600
================================
</TABLE>
See accompanying notes to financial statements.
1
<PAGE>
THE MONEY STORE
PROFIT-SHARING PLAN
Statement of Changes In Net Assets Available For Plan Benefits
Year Ended December 31, 1997
<TABLE>
<CAPTION>
FEDERATED PUTNAM
CAPITAL INTERMEDIATE INCOME VISTA BASIC
PRESERVATION BOND FUND FUND OF VALUE
FUND OF AMERICA AMERICA CLASS A
------------ ------------ ----------- ------------
<S> <C> <C> <C> <C>
ADDITIONS:
Net appreciation (depreciation)
in the fair market value of
investments $ 87,718 $ 294,049 $ 1,466,903 $ 2,521,398
Interest - - - -
Participant contributions 1,133,109 720,688 1,305,908 1,884,947
Employer contributions 426,396 239,182 436,000 678,053
------------------------------------------------------------------
Total additions 1,647,223 1,253,919 3,208,811 5,084,398
Interfund transfers (300,556) (313,386) (83,232) (120,953)
DEDUCTIONS:
Benefits paid to participants 416,561 170,646 314,020 493,073
------------------------------------------------------------------
Total deductions 416,561 170,646 314,020 493,073
Net increase 930,106 769,887 2,811,559 4,470,372
NET ASSETS AVAILABLE FOR PLAN
BENEFITS:
Beginning of year 7,293,740 3,175,343 5,823,278 8,936,934
------------------------------------------------------------------
End of year $ 8,223,846 $ 3,945,230 $ 8,634,837 $ 13,407,306
==================================================================
</TABLE>
<TABLE>
<CAPTION>
FIDELITY
ADVISOR THE MONEY FEDERATED PARTICIPANT
GROWTH STORE PRIME CASH LOAN
OPPORTUNITIES STOCK FUND FUND ACCOUNT OTHER
------------- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Net appreciation (depreciation)
in the fair market value of
investments $ 3,247,796 $ (1,046,244) $ - $ - $ -
Interest - - 11,157 85,854 -
Participant contributions 2,490,923 1,569,998 353,922 - -
Employer contributions 884,527 575,685 130,409 - 3,749,310
---------------------------------------------------------------------------------
Total additions 6,623,246 1,099,439 495,488 85,854 3,749,310
Interfund transfers (69,115) 453,981 (33,862) 433,261 -
DEDUCTIONS:
Benefits paid to participants 549,511 222,564 - 24,786 -
---------------------------------------------------------------------------------
Total deductions 549,511 222,564 - 24,786 -
Net increase 6,004,620 1,330,856 461,626 494,329 3,749,310
NET ASSETS AVAILABLE FOR PLAN
BENEFITS:
Beginning of year 9,723,143 3,604,984 39,603 842,437 -
----------------------------------------------------------------------------------
End of year $ 15,727,763 $ 4,935,840 $ 501,229 $1,336,766 $3,749,310
==================================================================================
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES TOTAL
----------- ---------
<S> <C> <C>
ADDITIONS:
Net appreciation (depreciation)
in the fair market value of
investments $ - $ 6,571,620
Interest - 97,011
Participant contributions - 9,459,495
Employer contributions - 7,119,562
-------------------------
Total additions - 23,247,688
Interfund transfers 33,862 -
DEDUCTIONS:
Benefits paid to participants - 2,191,161
-------------------------
Total deductions - 2,191,161
Net increase 33,862 21,056,527
NET ASSETS AVAILABLE FOR PLAN
BENEFITS:
Beginning of year (33,862) 39,405,600
-------------------------
End of year $ - $ 60,462,127
=========================
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
THE MONEY STORE
PROFIT-SHARING PLAN
Statement of Changes in Net Assets Available for Plan Benefits
Year Ended December 31, 1996
<TABLE>
<CAPTION>
FEDERATED PUTNAM FIDELITY
CAPITAL INTERMEDIATE INCOME VISTA BASIC ADVISOR THE MONEY
PRESERVATION BOND FUND FUND OF VALUE GROWTH STORE
FUND OF AMERICA AMERICA CLASS A OPPORTUNITIES STOCK FUND
------------ ------------ ------- ----------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Net appreciation (depreciation)
in the fair market value of
investments $ 301,986 $ 97,771 $ 656,002 $ 1,308,622 $ 1,209,732 $ 812,335
Interest - - - - - -
Participant contributions 700,289 604,300 939,313 1,344,693 1,841,107 -
Employer contributions 926,813 407,060 692,807 1,022,517 1,255,620 411,165
----------- ---------- ----------- ----------- ----------- ------------
Total additions 1,929,088 1,109,131 2,288,122 3,675,832 4,306,459 1,223,500
Interfund transfers (179,153) (270,699) (157,543) 57,792 (332,333) 1,881,563
DEDUCTIONS:
Benefits paid to participants 621,698 249,773 351,997 443,774 585,876 110,924
----------- ---------- ----------- ----------- ----------- ------------
Total deductions 621,698 249,773 351,997 443,774 585,876 110,924
Net increase (decrease) 1,128,237 588,659 1,778,582 3,289,850 3,388,250 2,994,139
NET ASSETS AVAILABLE FOR PLAN
BENEFITS:
Beginning of year 6,165,503 2,586,684 4,044,696 5,647,084 6,334,893 610,845
----------- ----------- ----------- ----------- ------------ ------------
End of year $ 7,293,740 $ 3,175,343 $ 5,823,278 $ 8,936,934 $ 9,723,143 $ 3,604,984
=========== =========== =========== =========== ============ ============
<CAPTION>
FEDERATED PARTICIPANT
PRIME CASH LOAN
FUND ACCOUNT LIABILITIES TOTAL
---------- ----------- ----------- -----
<S> <C> <C> <C> <C>
ADDITIONS:
Net appreciation (depreciation)
in the fair market value of
investments $ (5,113) $ - $ - $ 4,381,335
Interest 7,133 47,800 - 54,933
Participant contributions 972,618 - - 6,402,320
Employer contributions 304,605 - - 5,020,587
----------- ---------- ----------- -----------
Total additions 1,279,243 47,800 - 15,859,175
Interfund transfers (1,391,924) 405,397 (13,100) -
DEDUCTIONS:
Benefits paid to participants 63 70,828 - 2,434,933
----------- ---------- ----------- -----------
Total deductions 63 70,828 - 2,434,933
Net increase (decrease) (112,744) 382,369 (13,100) 13,424,242
NET ASSETS AVAILABLE FOR PLAN
BENEFITS:
Beginning of year 152,347 460,068 (20,762) 25,981,358
----------- ----------- ----------- -----------
End of year $ 39,603 $ 842,437 $ (33,862) $39,405,600
=========== =========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
THE MONEY STORE PROFIT-SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
(1) DESCRIPTION OF PLAN
The Money Store Profit Sharing Plan (the "Plan") is designed to provide
retirement, disability and death benefits to employees of The Money Store
Inc. and subsidiaries (the "Employer"). The Plan is a participant-directed
defined contribution plan, to which participants and the Employer can make
contributions to an account held in the participant's name. Participants in
the Plan are permitted to direct the investment of their Plan accounts into
any one or a combination of the following investments: Federated Capital
Preservation Fund, Intermediate Bond Fund of America, Income Fund of
America, Putnam Vista Basic Value Fund Class A, Fidelity Advisor Growth
Opportunities, The Money Store Stock Fund and the Federated Prime Cash
Fund. The retirement benefit the participant receives will depend on the
investment performance of the amounts that are in their account. Employees
are eligible for participation after three months of employment, as
defined. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended, (ERISA). Participants should refer
to the Plan documents for a more complete description of the Plan's
provision.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF PRESENTATION
The accompanying financial statements have been prepared on the accrual
basis of accounting and present the net assets available for Plan benefits
and changes in those net assets.
(b) USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting periods. Actual results could differ from those
estimates.
(c) INVESTMENT VALUATION
The Plan's investment funds, including The Money Store Stock Fund, are
valued at quoted market prices. Investment transactions are recorded on a
trade-date basis. Participant loans are valued at cost which approximates
fair value.
4
<PAGE>
THE MONEY STORE PROFIT-SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
(3) SUMMARY OF PRINCIPAL PROVISIONS
(a) RETIREMENT BENEFITS
Participants may choose to have their benefits distributed to them in one
of the following ways:
In a lump sum payment of cash; or
In substantially equal monthly, quarterly, or annual installment payments
of cash over a period of years not to exceed life expectancy as calculated
each year or the joint and last survivor life expectancy of the participant
and his beneficiary, determined in each case as the earlier of (1) the end
of the Plan year in which the employee attains the age of 70 1/2, or (2)
the retirement date. If the participant's beneficiary is his spouse, the
life expectancies may be recalculated each year.
The benefit to which a participant is entitled is the vested benefit that
can be provided from the participant's account.
(b) DISABILITY BENEFITS
Any participant who becomes permanently disabled prior to termination of
employment shall become 100% vested in his account.
(c) DEATH BENEFITS
The beneficiary of any participant is entitled to 100% of such benefits.
(d) VESTING
All participants are vested 100% in their contributions. A participant
becomes fully vested in employer contributions (see Note 4) after five full
years of credited service, as defined. The vesting period and corresponding
vesting percentages are as follows:
<TABLE>
<CAPTION>
PERCENTAGE
Number of Years VESTED
------------------------- -----------------
<S> <C>
Less than 3 full years 0%
3 full years 25%
4 full years 60%
5 or more full years 100%
</TABLE>
5
<PAGE>
THE MONEY STORE PROFIT-SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
(4) FUNDING POLICY
(a) SALARY DEFERRAL CONTRIBUTIONS
Participants may elect to have salary deferral contributions made by the
Employer to their salary deferral contributions sub-account each Plan year
by executing a Salary Deferral Agreement with the Employer.
Participants may elect to defer from 1% to 10% of their compensation, as
defined, otherwise payable to them, but not more than the amount allowable
by the Internal Revenue Service in any calendar year. Participant deferrals
will not be subject to federal income tax until it is paid, but will be
subject to Social Security Act taxes currently and may be subject to state
and local taxes where applicable.
(b) DISCRETIONARY MATCHING EMPLOYER CONTRIBUTIONS
The Employer may, at its discretion and out of net profits of the Company,
make matching employer contributions to the participant's discretionary
matching employer contributions sub-accounts. These contributions will be
based upon a percentage of the participant's salary deferral contributions.
The discretionary matching employer contributions for the years ended
December 31, 1997 and 1996 were $3,370,252 and $2,179,380, respectively,
based on matching percentages of 50% up to 6% of the participants' salary
deferral contributions.
(c) DISCRETIONARY EMPLOYER CONTRIBUTIONS
The Employer may make discretionary contributions out of net profits of the
Company to the Participant's discretionary employer contribution sub-
accounts. Contributions, if any, will be made in an amount to be determined
each year by the Board of Directors of the Company. The discretionary
employer contributions for the years ended December 31, 1997 and 1996, were
$4,649,310 and $3,301,026, respectively.
6
<PAGE>
THE MONEY STORE PROFIT-SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
(5) ALLOCATION OF CONTRIBUTIONS AND FORFEITURES
Employer contributions and allocated forfeitures from discretionary
matching Employer contributions, to which any participant is entitled,
shall be allocated in the same proportion as each participant's
discretionary matching employer contribution bears to the total
discretionary matching employer contribution during the year. Forfeitures
for the years ended December 31, 1997 and 1996 were $513,607 and $411,555,
respectively. Forfeitures allocated to reduce the discretionary employer
contribution for the years ended December 31, 1997 and 1996 are $900,000
and $0, respectively.
The Employer's discretionary contribution each plan year will be allocated
in proportion to the sum of the following amounts for all members eligible
to share for the plan year. First, covered pay above and below the social
security taxable wage base and second, covered pay above the social
security taxable wage base only ("excess pay"). The "excess pay" is counted
twice in the above allocation formula because social security benefits are
not provided on that portion of the participants pay.
(6) PARTICIPANT LOANS
A loan feature of the Plan allows participants to borrow from their vested
Plan contributions for the education of the participant or their
dependents, unusual medical expenses, the purchase or construction of a
home or other severe financial need deemed acceptable. Participants may
borrow from their fund accounts a minimum of $1,000 up to a maximum equal
to the lesser of $50,000 or 50% of their account balance. Loan transactions
are treated as a transfer to (from) the investment fund from (to) the
Participant Loan account. Loan terms range from 1-5 years or up to 30 years
for the purchase of a primary residence. The loans are secured by the
balance in the participant's account and bear interest at a rate
commensurate with local prevailing rates as determined quarterly by the
Plan administrator. Interest rates range from 7 to 12.5 percent. Principal
and interest is paid ratably through payroll deduction level payments at
least quarterly.
(7) FEDERAL INCOME TAXES
The Internal Revenue Service issued its latest tax determination letter on
December 12, 1995, which stated that the Plan and its underlying trust
qualify under the applicable provisions of the Internal Revenue Code and
therefore are exempt from federal income taxes.
7
<PAGE>
THE MONEY STORE PROFIT-SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
(8) ADMINISTRATION EXPENSES
Administrative expenses rendered on behalf of the Plan were paid by the
Company.
(9) RELATED PARTY TRANSACTIONS
Certain Plan Investments are shares of The Money Store Inc. Stock. The
Money Store Inc. is the Plan sponsor as defined by the Plan and, therefore
these transactions qualify as party-in-interest.
(10) SUBSEQUENT EVENT
On March 4, 1998 the Company signed a definitive merger agreement ("the
Agreement") with First Union Corporation, a leading provider of financial
services with assets of $157,000,000,000. In connection with this
transaction, First Union Corporation will acquire all of the outstanding
stock of the Company. The Agreement became effective as of June 30, 1998.
Subject to Section 6.19(c) of the Agreement, First Union Corporation will
continue, or cause the Company to continue, the employee benefit plans that
the Company has in effect as of the date of the merger until such time, no
earlier than July 1, 1999, as First Union Corporation determines to convert
such employee benefit plans to employee benefit plans maintained by First
Union Corporation.
8
<PAGE>
Schedule 1
----------
THE MONEY STORE PROFIT-SHARING PLAN
Item 27(a) - Schedule of Assets Held for Investment Purposes
December 31, 1997
<TABLE>
<CAPTION>
Issuer Shares Name of Asset Description Cost** Market Value
------ ------- ------------- ----------- ------ ------------
<S> <C> <C> <C> <C> <C>
Federated Funds 8,223,874.5580 Federated Capital Preservation Fund Preservation fund $ 8,223,846 $ 8,223,846
American Funds 292,821.6080 Intermediate Bond Fund of America Income fund 3,924,944 3,945,230
American Funds 485,574.8887 Income Fund of America Balanced fund 8,221,977 8,634,837
Putnam Funds 1,129,511.8980 Putnam Vista Basic Value Class A Growth fund 12,113,455 13,407,306
Fidelity Funds 370,500.9030 Fidelity Advisor Growth Opportunities Growth fund 13,720,637 15,727,763
The Money Store Inc. 235,040.0000 The Money Store Stock Fund* Company stock 5,492,757 4,935,840
Federated Funds 501,229.7300 Federated Prime Cash Fund Cash fund 501,229 501,229
Participants Participant Loan Account (216 loans outstanding),*
interest rates ranging from 7.0% to 12.5% 1,336,766 1,336,766
</TABLE>
* Party-in-interest
** These amounts represent revalued costs as of
January 1, 1997
9
<PAGE>
Schedule 2
----------
THE MONEY STORE PROFIT-SHARING PLAN
Item 27(d) - Schedule of Reportable Transactions
Year Ended December 31, 1997
<TABLE>
<CAPTION>
Number of Purchase Number Selling Gain
Purchases Price of Sales Price Cost (Loss)
--------- ------------ -------- ----------- ---- ------
<S> <C> <C> <C> <C> <C> <C>
Federated Capital Preservation Fund 194 $ 778,443 242 $1,079,584 * *
Intermediate Bond Fund of America 114 541,972 213 378,156 * *
Income Fund of America 144 900,760 239 351,680 * *
Putnam Vista Basic Value Class A 171 978,385 255 561,488 * *
Fidelity Advisor Growth Opportunities 175 1,910,436 263 594,159 * *
Money Store Stock Fund 52 1,549,644 92 1,885,090 * *
Federated Prime Cash Fund 193 3,542,715 90 969,495 * *
</TABLE>
* Historical cost information was unavailable to be provided by the Plan
Administrator, therefore gain/(loss) on sale was also unable to be
determined.
10
<PAGE>
REQUIRED INFORMATION
The Statement of Net Assets Available for Plan Benefits of the Plan as of
December 31, 1997 and the related Statement of Changes in Net Assets Available
for Plan Benefits and supplemental schedules for the year ended December 31,
1997, together with the Independent Auditors' Report and Consent are attached
and filed herewith.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Committee under the Plan, which administers the Plan, has duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
THE MONEY STORE PROFIT-SHARING PLAN
By: /s/ Harry Puglisi
-----------------
Name: Harry Puglisi
Title: Trustee
Dated: July 16, 1998
<PAGE>
EXHIBIT 1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors and Shareholders
The Money Store Inc.:
We consent to incorporation by reference in the Registration Statement (Form S-8
No. 33-96830) pertaining to The Money Store Profit-Sharing Plan and in the
related prospectus of our report dated July 9, 1998, relating to the Statement
of Net Assets Available for Plan Benefits of The Money Store Profit-Sharing Plan
as of December 31, 1997 and 1996 and the Related Statement of Changes in Net
Assets Available for Plan Benefits for the years then ended and all schedules
included in this annual report on Form 11-K.
Our report refers to supplemental schedules required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Security Act of 1974. With respect to the supplemental schedule of
Reportable Transactions, our report contains an explanatory paragraph that
states that the schedule does not disclose the historical cost and the net gain
or loss of investments sold.
Sacramento, California
July 13, 1998
