AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 11, 1998
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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THE MONEY STORE INC.
(Representative of the Trusts and Guarantor)
CLASSNOTES INC.
(Seller)
TRANS-WORLD INSURANCE COMPANY
(Seller)
(Exact name of registrant as specified in its charter)
New Jersey 22-2293022
Delaware 22-3400682
Arizona 86-0255348
State of Incorporation IRS Employer Identification Number
2840 Morris Avenue
Union, New Jersey 07083
(908) 686-2000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive office)
Bruce Hurwitz, Esq.
Senior Corporate Counsel
3301 C Street, Suite 100-M
Sacramento, California 95816
(916) 554-8355
(Name, address, including zip code, and telephone number
including area code, of agent for service)
Copies to:
Richard L. Fried, Esq.
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038-4982
<PAGE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. /X/
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. /X/ 333-18877
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- - ----------------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Amount Aggregate Aggregate Amount of
Title Of Securities to be Price Offering Registration
Being Registered Registered per Unit(1) Price Fee
- - ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Asset Backed Notes $56,000,000 100% $56,000,000 $16,520
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Limited Guaranty of The
Money Store Inc. (2) (2) (2) (2)
- - ----------------------------------------------------------------------------------------------------------------------------------
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(1) Estimated solely for purposes of calculating the registration fee.
(2) No additional consideration will be paid for the Limited Guaranty;
accordingly, no separate filing fee is being paid herewith pursuant to Rule
457(n).
</TABLE>
This registration statement is being filed pursuant to Rule 462(b) ("Rule
462(b)") under the Securities Act of 1933, as amended ("Securities Act"), and
includes the registration statement facing page, this page, the signature page,
an exhibit index, legal opinions and related consents. Pursuant to Rule 462(b),
the contents of the Registration Statement on Form S-3 (File No. 33-18877),
including the exhibits thereto, are incorporated by reference into this
registration statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Union, State of New Jersey, on the 11th day of March,
1998.
THE MONEY STORE INC., REPRESENTATIVE
CLASSNOTES INC., SELLER
TRANS-WORLD INSURANCE COMPANY, SELLER
By: /s/ Michael Benoff
Michael Benoff Executive Vice President
and Chief Financial Officer (Principal
Financial Officer) of The Money Store
Inc. and Senior Vice President
(Principal Financial Officer) of
ClassNotes Inc. and Trans-World
Insurance Company d/b/a Educaid
We, the undersigned officers and directors do hereby constitute and appoint
Michael Benoff, Harry Puglisi and Bruce Hurwitz, or any of them, our true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each of said attorney-in-fact and agent, or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on March 11, 1998.
SIGNATURE TITLE
Chairman of the Board of Directors
Alan Turtletaub and Executive Vice President of The
Money Store Inc., Executive Vice
President of ClassNotes Inc. and
Director and Executive Vice President
of Trans-World Insurance Company
d/b/a Educaid
/s/ Marc Turtletaub President, Chief Executive Officer
Marc Turtletaub (Principal Executive Officer) and
Director of The Money Store Inc.,
Chief Executive Officer and Director
of ClassNotes Inc. and Chief
Executive Officer and Director of
Trans-World Insurance Company d/b/a
Educaid
/s/ Michael Benoff Executive Vice President and Chief
Michael Benoff Financial Officer (Principal
Financial Officer) of The Money Store
Inc. and Senior Vice President
(Principal Financial Officer) of
ClassNotes Inc. and Trans-World
Insurance Company d/b/a Educaid
/s/ Harry Puglisi Treasurer and Director of The Money
Harry Puglisi Store Inc. and Trans-World Insurance
Company d/b/a Educaid and Treasurer
of ClassNotes Inc.
/s/ James K. Ransom Vice President and Controller
James K. Ransom (Principal Accounting Officer) of
The Money Store Inc., ClassNotes Inc.
and Trans-World Insurance Company
d/b/a Educaid
/s/ Paul R. Eber Executive Vice President and Director
Paul R. Eber of Trans-World Insurance Company
d/b/a Educaid and ClassNotes Inc.
/s/ Morton Dear Director of The Money Store Inc.,
Morton Dear ClassNotes Inc. and Trans-World
Insurance Company d/b/a Educaid, Vice
Chairman, Senior Executive Vice
President and Secretary of The Money
Store Inc. and Executive Vice
President and Secretary of ClassNotes
Inc. and Trans-World Insurance
Company d/b/a Educaid
/s/ William S. Templeton Director and Executive Vice President
William S. Templeton of The Money Store Inc.
Director of The Money Store Inc.
Alexander C. Schwartz, Jr.
Director of The Money Store Inc.
Anthony Watson
/s/ John A. Reeves President (Principal Executive
John A. Reeves Officer) of ClassNotes Inc. and
Trans-World Insurance Company
d/b/a Educaid
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
5.1 Opinion of Stroock & Stroock & Lavan LLP with respect to legality
8.1 Opinion of Stroock & Stroock & Lavan LLP with respect to federal
and New York tax matters (included in Exhibit 5.1)
23.1 Consent of Stroock & Stroock & Lavan LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included as part of the signature page)
Exhibit 5.1
March 11, 1998
The Money Store Inc.
ClassNotes Inc.
Trans-World Insurance Company
2840 Morris Avenue
Union, New Jersey 07083
Re: REGISTRATION STATEMENT ON FORM S-3
Gentlemen:
We are delivering this opinion in connection with the preparation and filing by
The Money Store Inc., a New Jersey corporation (the "Company"), ClassNotes Inc.,
a Delaware corporation ("ClassNotes"), and Trans-World Insurance Company d/b/a
Educaid, an Arizona insurance company ("TWIC" and, together with ClassNotes, the
"Sellers"), of a Registration Statement on Form S-3 pursuant to Rule 462(b) with
respect to Registration Statement on Form S-3 (No. 333-18877)(collectively, the
"Registration Statement"). The Registration Statement relates to the offering,
from time to time, by one or more trusts (each, a "Trust") of one or more series
(each, a "Series") of a Trust's Asset Backed Notes (the "Notes"). The
Registration Statement also relates to the Guaranty of the Money Store Inc.
referred to below. As set forth in the Registration Statement, the Notes will be
issued from time to time in one or more Series pursuant to an Indenture to be
executed in connection with each Trust (as amended and supplemented from time to
time, a "Master Indenture"), and a related Terms Supplement authorizing the
related Series (each as amended from time to time, a "Terms Supplement" and,
together with the Master Indenture and each other Terms Supplement, the
"Indenture") between a Trust and an Indenture Trustee, which will initially be
Bankers Trust Company, a New York banking corporation (the "Indenture Trustee").
In addition, as set forth in the Registration Statement, certain classes of
Notes may be entitled to the benefits of a guaranty (the "Guaranty") to be
provided by The Money Store Inc.
In that connection, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records and other
instruments as we have deemed necessary or appropriate for the purposes of this
opinion, including (a) the prospectus and a form of prospectus supplement
included in such Registration Statement relating to the Notes (the
"Prospectus"), (b) a Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of the Indenture Trustee, and (c) drafts of the
following documents: (i) a form of Trust Agreement (the "Trust Agreement"),
between the Sellers and an Eligible Lender Trustee (the "Eligible Lender
Trustee"), (ii) the Master Indenture, (iii) a form of Terms Supplement, (iv) a
form of Sale and Servicing Agreement (the "Sale and Servicing Agreement"), among
The Money Store Inc., the Sellers, the Trust and the Eligible Lender Trustee,
(v) a form of supplement to the Sale and Servicing Agreement, (vi) a form of
Administration Agreement, among TWIC, the Eligible Lender Trustee and the
Indenture Trustee, and (vii) a specimen Note. We also have examined such other
documents, papers, statutes and authorities as we have deemed necessary as a
basis for the opinions hereinafter set forth. In our examination of such
material, we have assumed the genuineness of all signatures and the conformity
to original documents of all copies submitted to us as certified or reproduced
copies. We also have assumed that when each of the documents identified in
clause (c)(i) through (vii) above is executed, each such document will conform
in all material respects to the draft of such document that we have reviewed. As
to various matters of fact material to such opinions, we have relied upon the
representations and warranties in the Indenture and statements and certificates
of officers and representatives of The Money Store Inc., the Sellers and others.
Based upon the foregoing, we are of the opinion that:
1. When each of the Master Indenture, the Sale and Servicing Agreement and
the Trust Agreement has been duly and validly authorized by all necessary action
on the part of the Trust, The Money Store Inc. and the Sellers, as the case may
be, and delivered by the appropriate parties, each such Agreement will
constitute the legal, valid and binding agreement of the Trust, The Money Store
Inc. and the Sellers, as the case may be, enforceable against the Trust, The
Money Store Inc. and the Sellers, as the case may be, in accordance with its
respective terms.
2. When each of the Terms Supplement and each supplement to the Sale and
Servicing Agreement has been duly and validly authorized by all necessary action
on the part of the Trust, The Money Store Inc. and the Sellers, as the case may
be, and delivered by the appropriate parties, each will constitute the legal,
valid and binding agreements of the Trust, The Money Store Inc. and the Sellers,
as the case may be, enforceable against the Trust, The Money Store Inc. and the
Sellers, as the case may be, in accordance with its respective terms.
3. When a Series of Notes has been duly and validly authorized by all
necessary action on the part of the Trust (subject to the terms thereof being
otherwise in compliance with applicable law at such time) and when executed as
specified in, and delivered pursuant to the provisions of, the Master Indenture
and the applicable Terms Supplement, and when sold as described in the
Registration Statement, such Notes will constitute valid and binding obligations
of the Trust, enforceable in accordance with their terms. When a Guaranty has
been duly and validly authorized by all necessary action on the part of The
Money Store Inc. (subject to the terms thereof being otherwise in compliance
with applicable law at such time) and when sold as described in the Registration
Statement, such Guaranty will constitute valid and binding obligations of The
Money Store Inc. enforceable in accordance with its terms.
4. The information in the Prospectus under the caption "Certain Tax
Consequences," to the extent that it constitutes matters of Federal law or legal
conclusions with respect thereto, is correct in all material respects.
In rendering the foregoing opinions, we express no opinion as to the laws of any
jurisdiction other than the State of New York and the Federal law of the United
States of America. Our opinions expressed in paragraphs 1, 2 and 3 are subject
to the effect of bankruptcy, insolvency, moratorium, fraudulent conveyance and
similar laws relating to or affecting creditors' rights generally and court
decisions with respect thereto, and we express no opinion with respect to the
application of equitable principles in any proceeding, whether at law or in
equity.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, to the reference to us in the Prospectus and to the
filing of this opinion as an exhibit to any application made by or on behalf of
ClassNotes, the Seller and the Trust or any dealer in connection with the
registration of the Notes under the securities or blue sky laws of any state or
jurisdiction. In giving such permission, we do not admit hereby that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended or the General Rules and Regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Stroock & Stroock & Lavan LLP
Stroock & Stroock & Lavan LLP
