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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR L5(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
Commission file number 333-58126
THE MONEY STORE INVESTMENT CORPORATION AND THE MONEY STORE OF NEW YORK, INC.
( AS ORIGINATORS UNDER A POOLING AND SERVICING AGREEMENT, DATED AS OF
MAY 31, 1999 PROVIDING FOR THE ISSUANCE OF THE MONEY STORE SBA LOAN-BACKED
ADJUSTABLE RATE CERTIFICATES SERIES 1999-1, CLASS A AND CLASS B).
THE MONEY STORE INVESTMENT CORPORATION
AND THE MONEY STORE OF NEW YORK, INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY/NEW YORK 22-3143559/22-2293019
------------------------------- ---------------------
(State or other jurisdiction (Trust I.R.S. Employer
of incorporation or organization) Identification No.)
707 THIRD STREET, WEST SACRAMENTO, CALIFORNIA 95605
- --------------------------------------------- ---------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (916) 617-1000
--------------
Securities registered pursuant to section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
- ------------------- -----------------------------------------
NONE NONE
Securities registered pursuant to section 12(g) of the Act:
NONE
--------------
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
|X| Yes |_| No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
Not Applicable.
State the aggregate market value of the Voting Stock held by non-affiliates of
the registrant.
Not Applicable
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of December 31, 1996.
Not Applicable
This Annual Report on Form 10-K is filed pursuant to a request for no-action
letter forwarded to the Office of Chief Counsel Division of Corporate Financing,
dated September 2, 1993, and the response of the SEC, dated January 7, 1994, to
the no-action request.
<PAGE>
PART I
ITEM 1. BUSINESS
Omitted pursuant to the "Request for no-action letter forwarded to the
Office of Chief Counsel Division of Corporate Financing," dated
September 2, 1993, and the response of the SEC, dated January 7, 1994,
to the no-action request.
ITEM 2. PROPERTIES
Reference is made to the Annual Compliance Certificate attached hereto
as Exhibit 20.
Reference is made to the Annual Statement attached hereto as Exhibit
13.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There is no established trading market for Registrant's securities
subject to this filing.
Number of holders of record of the Certificates as of March 15, 2000:
17
ITEM 6. SELECTED FINANCIAL DATA
Omitted pursuant to the "Request for no-action letter forwarded to the
Office of Chief Counsel Division of Corporate Financing," dated
September 2, 1993, and the response of the SEC, dated January 7, 1994,
to the no-action request.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Omitted pursuant to the "Request for no-action letter forwarded to the
Office of Chief Counsel Division of Corporate Financing," dated
September 2, 1993, and the response of the SEC, dated January 7, 1994,
to the no-action request.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is made to the Annual Compliance Certificate attached as
Exhibit 20.
Reference is made to the annual Independent Accountant's Report on the
Servicer's compliance with loan servicing standards as prepared by
KPMG Peat Marwick, the Servicer's and Registrant's Independent
Certified Public Accountants, accompanied by the Registrant's
Management Assertion, and attached as Exhibit 99 hereto.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Omitted pursuant to the "Request for no-action letter forwarded to the
Office of Chief Counsel Division of Corporate Financing," dated
September 2, 1993, and the response of the SEC, dated January 7, 1994,
to the no-action request.
ITEM 11. EXECUTIVE COMPENSATION
Omitted pursuant to the "Request for no-action letter forwarded to the
Office of Chief Counsel Division of Corporate Financing," dated
September 2, 1993, and the response of the SEC, dated January 7, 1994,
to the no-action request.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following information is furnished as of March 15, 2000 as to each
Certificateholder of record of more than 5% of the Certificates:
<TABLE>
<CAPTION>
Name and Address of Amount of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
<S> <C> <C> <C>
The Money Store Chase Manhattan Bank $16,850,000 17.9
SBA Loan-Backed Adjustable Rate 4 New York Plaza, 13th Floor
Certificates, New York, NY 10004
Class A
FUNB-Phila. Main $5,000,000 5.3
123 South Broad Street
Philadelphia, PA 19109
Norwest Bank Minnesota, National $19,000,000 20.2
Association
733 Marquette Avenue
Minneapolis, MN 55479-0056
Boston Safe Deposit and $6,900,000 7.3
Trust Company
c/o Mellon Bank, N.A.
Three Mellon Bank Center,
Room 153-3015
Pittsburgh, PA 15259
The Northern Trust Company $5,100,000 5.4
801 S. Canal C-IN
Chicago, IL 60607
PNC Bank, National Association $9,400,000 10.0
1600 Market Street
29th Floor
Philadelphia, PA 19103
State Street Bank and $20,500,000 21.8
Trust Company
1776 Heritage Drive
Global Corporate Action Unit
JAB5NW
No. Quincy, MA 02171
The Money Store First Union Securities, Inc. $2,888,000 100%
SBA Loan-Backed Adjustable 8739 Research Blvd.
Rate Certificates, Charlotte, NC 28262-0675
Class M
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) None
(b)-(d) Omitted pursuant to the "Request for no-action letter
forwarded to the Office of Chief Counsel Division of Corporate
Financing," dated September 2, 1993, and the response of the SEC,
dated January 7, 1994, to the no-action request.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K
(a)
1. Not applicable.
2. Not applicable
3. Exhibits
13. Annual Statement
20. Annual Compliance Certificate
99. Annual Independent Accountant's Report on the Servicer's
compliance with loan servicing standards as prepared by
KPMG Peat Marwick, the Servicer's and Registrant's
Independent Certified Public Accountants, accompanied by
the Registrant's Management Assertion.
(b)-(d) Omitted pursuant to the "Request for no-action letter forwarded to the
Office of Chief Counsel Division of Corporate Financing," dated
September 2, 1993, and the response of the SEC, dated January 7, 1994,
to the no-action request.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized as representative on behalf
of the trust on the 30th day of March, 2000.
THE MONEY STORE INVESTMENT CORPORATION
THE MONEY STORE OF NEW YORK, INC.
By: /s/ Arthur Q. Lyon
-------------------------
Name: Arthur Q. Lyon
Title: Chief Financial Officer
<PAGE>
EXHIBIT INDEX
DESCRIPTION PAGE NUMBER
Annual Statement 7
Annual Compliance Certificate 11
Annual Independent Accountant's Report 12
EXHIBIT 13
ANNUAL SERVICER'S STATEMENT
<TABLE>
<CAPTION>
ANNUAL SERVICER'S STATEMENT
IN ACCORDANCE WITH SECTION 6.09(a) OF THE POOLING AND SERVICING
AGREEMENT DATED AS OF FEBRUARY 28, 1999, THE MONEY STORE INVESTMENT
CORPORATION REPORTS THE FOLLOWING INFORMATION PERTAINING TO SERIES
1999-1 FOR THE YEAR ENDED DECEMBER 31, 1999. PRINT STATEMENT
<S> <C> <C>
6. AGGREGATE AMOUNT OF INTEREST RECEIVED ON THE UNGUARANTEED INTEREST
OF EACH SBA LOAN NET OF THE FTA'S FEE, THE ADDITIONAL FEE AND THE
SERVICING FEE ATTRIBUTABLE TO THE UNGUARANTEED INTEREST 11,299,579.11
10. (A) CLASS A INTEREST DISTRIBUTION AMOUNT:
(i) ACCRUED INTEREST 4,366,882.20
(ii) SHORTFALL, IF ANY, ON A PRECEDING REMITTANCE
DATE PLUS INTEREST 0.00
(iii) CLASS A INTEREST DISTRIBUTION AMOUNT ADJUSTMENT (53,905.46)
TOTAL CLASS A INTEREST DISTRIBUTION AMOUNT 4,312,976.74
(B) CLASS M INTEREST DISTRIBUTION AMOUNT:
(i) ACCRUED INTEREST 146,389.50
(ii) SHORTFALL, IF ANY, ON A PRECEDING REMITTANCE
DATE PLUS INTEREST 0.00
(iii) CLASS M INTEREST DISTRIBUTION AMOUNT ADJUSTMENT (1,800.44)
TOTAL CLASS M INTEREST DISTRIBUTION AMOUNT 144,589.06
(C) CLASS B INTEREST DISTRIBUTION AMOUNT:
(i) ACCRUED INTEREST 245,832.00
(ii) SHORTFALL, IF ANY, ON A PRECEDING REMITTANCE
DATE PLUS INTEREST 0.00
(iii) CLASS B INTEREST DISTRIBUTION AMOUNT ADJUSTMENT (3,005.94)
TOTAL CLASS B INTEREST DISTRIBUTION AMOUNT 242,826.06
(D) CLASS A PRINCIPAL DISTRIBUTION AMOUNT:
(i) UNGUARANTEED PERCENTAGE OF PAYMENTS
AND OTHER RECOVERIES OF PRINCIPAL 5,031,351.28
(ii) PRINCIPAL PORTION OF THE UNGUARANTEED
INTEREST PURCHASED FOR BREACH OF
WARRANTY AND RECEIVED BY THE TRUSTEE
(iii) SUBSTITUTION ADJUSTMENTS 0.00
(iv) UNGUARANTEED PERCENTAGE OF
LOSSES THAT WERE LIQUIDATED 112,963.44
(v) UNGUARANTEED PERCENTAGE OF SBA LOAN
DELINQUENT 24 MONTHS OR UNCOLLECTIBLE 0.00
(vi) AMOUNT RELEASED FROM PRE-FUNDING ACCOUNT 20.27
(vii) RECALCULATED PRINCIPAL ADJUSTMENT (0.29)
TOTAL CLASS A PRINCIPAL DISTRIBUTION AMOUNT 5,144,334.70
(E) CLASS M PRINCIPAL DISTRIBUTION AMOUNT:
(i) UNGUARANTEED PERCENTAGE OF PAYMENTS
AND OTHER RECOVERIES OF PRINCIPAL 154,727.61
(ii) PRINCIPAL PORTION OF THE UNGUARANTEED
INTEREST PURCHASED FOR BREACH OF
WARRANTY AND RECEIVED BY THE TRUSTEE 0.00
(iii) SUBSTITUTION ADJUSTMENTS 0.00
(iv) UNGUARANTEED PERCENTAGE OF
LOSSES THAT WERE LIQUIDATED 3,473.93
(v) UNGUARANTEED PERCENTAGE OF SBA LOAN
DELINQUENT 24 MONTHS OR UNCOLLECTIBLE 0.00
(vi) AMOUNT RELEASED FROM PRE-FUNDING ACCOUNT 0.62
(vii) RECALCULATED PRINCIPAL ADJUSTMENT (0.01)
TOTAL CLASS M PRINCIPAL DISTRIBUTION AMOUNT 158,202.15
(F) CLASS B PRINCIPAL DISTRIBUTION AMOUNT:
(i) UNGUARANTEED PERCENTAGE OF PAYMENTS
AND OTHER RECOVERIES OF PRINCIPAL 223,976.28
(ii) PRINCIPAL PORTION OF THE UNGUARANTEED
INTEREST PURCHASED FOR BREACH OF
WARRANTY AND RECEIVED BY THE TRUSTEE 0.00
(iii) SUBSTITUTION ADJUSTMENTS 0.00
(iv) UNGUARANTEED PERCENTAGE OF
LOSSES THAT WERE LIQUIDATED 5,028.70
(v) UNGUARANTEED PERCENTAGE OF SBA LOAN
DELINQUENT 24 MONTHS OR UNCOLLECTIBLE 0.00
(vi) AMOUNT RELEASED FROM PRE-FUNDING ACCOUNT 0.91
(vii) RECALCULATED PRINCIPAL ADJUSTMENT (0.01)
TOTAL CLASS B PRINCIPAL DISTRIBUTION AMOUNT 229,005.88
14. (A) WEIGHTED AVERAGE MATURITY 217.581
(B) WEIGHTED AVERAGE SBA LOAN INTEREST RATE 10.183%
</TABLE>
<TABLE>
<CAPTION>
JANUARY FEBRUARY MARCH APRIL
SERIES 1999-1
<S> <C> <C> <C> <C>
6. AGGREGATE AMOUNT OF INTEREST RECEIVED ON THE UNGUARANTEED INTEREST
OF EACH SBA LOAN NET OF THE FTA'S FEE, THE ADDITIONAL FEE AND THE
SERVICING FEE ATTRIBUTABLE TO THE UNGUARANTEED INTEREST 0.00 0.00 1,554,847.46 1,156,489.54
10. (A) CLASS A INTEREST DISTRIBUTION AMOUNT:
(i) ACCRUED INTEREST 0.00 0.00 434,805.60 434,454.600
(ii) SHORTFALL, IF ANY, ON PRECEDING REMITTANCE
DATE PLUS INTEREST 0.00 0.00 0.00 0.000
(iii) CLASS A INTEREST DISTRIBUTION AMOUNT ADJUSTMENT 0.00 0.00 (1.24) (322.527)
TOTAL CLASS A INTEREST DISTRIBUTION AMOUNT 0.00 0.00 434,804.36 434,132.083
(B) CLASS M INTEREST DISTRIBUTION AMOUNT:
(i) ACCRUED INTEREST 0.00 0.00 14,608.50 14,596.800
(ii) SHORTFALL, IF ANY, ON A PRECEDING REMITTANCE
DATE PLUS INTEREST 0.00 0.00 0.00 0.000
(iii) CLASS M INTEREST DISTRIBUTION AMOUNT ADJUSTMENT 0.00 0.00 (0.07) (10.977)
TOTAL CLASS M INTEREST DISTRIBUTION AMOUNT 0.00 0.00 14,608.43 14,585.833
(C) CLASS B INTEREST DISTRIBUTION AMOUNT:
(i) ACCRUED INTEREST 0.00 0.00 24,611.70 24,591.900
(ii) SHORTFALL, IF ANY, ON A PRECEDING REMITTANCE
DATE PLUS INTEREST 0.00 0.00 0.00 0.000
(iii) CLASS B INTEREST DISTRIBUTION AMOUNT ADJUSTMENT 0.00 0.00 0.06 (18.175)
TOTAL CLASS B INTEREST DISTRIBUTION AMOUNT 0.00 0.00 24,611.76 24,573.735
(D) CLASS A PRINCIPAL DISTRIBUTION AMOUNT:
(i) UNGUARANTEED PERCENTAGE OF PAYMENTS
AND OTHER RECOVERIES OF PRINCIPAL 0.00 0.00 75,893.53 540,809.356
(ii) PRINCIPAL PORTION OF THE UNGUARANTEED
INTEREST PURCHASED FOR BREACH OF
WARRANTY AND RECEIVED BY THE TRUSTEE 0.00 0.00 0.00 0.00
(iii) SUBSTITUTION ADJUSTMENTS 0.00 0.00 0.00 0.00
(iv) UNGUARANTEED PERCENTAGE OF
LOSSES THAT WERE LIQUIDATED 0.00 0.00 0.00 0.00
(v) UNGUARANTEED PERCENTAGE OF SBA LOAN
DELINQUENT 24 MONTHS OR UNCOLLECTIBLE 0.00 0.00 0.00 0.00
(vi) AMOUNT RELEASED FROM PRE-FUNDING ACCOUNT 0.00 0.00 0.00 0.00
(vii) RECALCULATED PRINCIPAL ADJUSTMENT 0.00 0.00 (0.29) 0.00
TOTAL CLASS A PRINCIPAL DISTRIBUTION AMOUNT 0.00 0.00 75,893.24 540,809.35
(E) CLASS M PRINCIPAL DISTRIBUTION AMOUNT:
(i) UNGUARANTEED PERCENTAGE OF PAYMENTS
AND OTHER RECOVERIES OF PRINCIPAL 0.00 0.00 2,333.93 16,631.34
(ii) PRINCIPAL PORTION OF THE UNGUARANTEED
INTEREST PURCHASED FOR BREACH OF
WARRANTY AND RECEIVED BY THE TRUSTEE 0.00 0.00 0.00 0.00
(iii) SUBSTITUTION ADJUSTMENTS 0.00 0.00 0.00 0.00
(iv) UNGUARANTEED PERCENTAGE OF
LOSSES THAT WERE LIQUIDATED 0.00 0.00 0.00 0.00
(v) UNGUARANTEED PERCENTAGE OF SBA LOAN
DELINQUENT 24 MONTHS OR UNCOLLECTIBLE 0.00 0.00 0.00 0.00
(vi) AMOUNT RELEASED FROM PRE-FUNDING ACCOUNT 0.00 0.00 0.00 0.00
(vii) RECALCULATED PRINCIPAL ADJUSTMENT 0.00 0.00 (0.01) 0.00
TOTAL CLASS M PRINCIPAL DISTRIBUTION AMOUNT 0.00 0.00 2,333.92 16,631.34
(F) CLASS B PRINCIPAL DISTRIBUTION AMOUNT:
(i) UNGUARANTEED PERCENTAGE OF PAYMENTS
AND OTHER RECOVERIES OF PRINCIPAL 0.00 0.00 3,378.48 24,074.74
(ii) PRINCIPAL PORTION OF THE UNGUARANTEED
INTEREST PURCHASED FOR BREACH OF
WARRANTY AND RECEIVED BY THE TRUSTEE 0.00 0.00 0.00 0.00
(iii) SUBSTITUTION ADJUSTMENTS 0.00 0.00 0.00 0.00
(iv) UNGUARANTEED PERCENTAGE OF
LOSSES THAT WERE LIQUIDATED 0.00 0.00 0.00 0.00
(v) UNGUARANTEED PERCENTAGE OF SBA LOAN
DELINQUENT 24 MONTHS OR UNCOLLECTIBLE 0.00 0.00 0.00 0.00
(vi) AMOUNT RELEASED FROM PRE-FUNDING ACCOUNT 0.00 0.00 0.00 0.00
(vii) RECALCULATED PRINCIPAL ADJUSTMENT 0.00 0.00 (0.01) 0.00
TOTAL CLASS B PRINCIPAL DISTRIBUTION AMOUNT 0.00 0.00 3,378.47 24,074.74
14. (A) WEIGHTED AVERAGE MATURITY 0.000 0.000 230.361 229.556
(B) WEIGHTED AVERAGE SBA LOAN INTEREST RATE 0.000% 0.000% 9.725% 9.721%
</TABLE>
<TABLE>
<CAPTION>
MAY JUNE JULY AUGUST SEPTEMBER OCTOBER NOVEMBER DECEMBER
<S> <C> <C> <C> <C> <C> <C> <C>
812,298.52 1,272,558.40 1,206,958.88 1,111,402.48 904,160.56 958,565.51 1,202,285.09 1,120,012.67
431,953.20 429,494.10 427,551.30 424,063.20 420,707.40 456,655.50 454,585.20 452,612.10
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
(575.68) (571.40) (2,301.29) (2,172.25) (2,319.26) (38,310.08) (3,636.47) (3,695.27)
431,377.52 428,922.70 425,250.01 421,890.95 418,388.14 418,345.42 450,948.73 448,916.83
14,512.50 14,429.70 14,364.60 14,247.30 14,134.20 15,233.40 15,164.10 15,098.40
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
(19.31) (19.07) (77.44) (73.12) (77.83) (1,278.04) (121.22) (123.37)
14,493.19 14,410.63 14,287.16 14,174.18 14,056.37 13,955.36 15,042.88 14,975.03
24,450.60 24,311.40 24,201.60 24,004.50 23,814.60 25,395.00 25,280.10 25,170.60
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
(32.65) (32.26) (130.25) (123.09) (131.27) (2,130.39) (202.27) (205.65)
24,417.95 24,279.14 24,071.35 23,881.41 23,683.33 23,264.61 25,077.83 24,964.95
531,726.26 420,036.50 754,172.65 725,583.67 387,433.08 297,677.85 391,360.13 906,658.26
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 112,963.44 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 20.27 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
531,726.26 4 20,056.77 754,172.65 725,583.67 387,433.08 410,641.29 391,360.13 906,658.26
16,352.01 12,917.25 23,192.84 22,313.65 11,914.60 9,154.41 12,035.39 27,882.19
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 3,473.93 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.62 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
16,352.01 12,917.87 23,192.84 22,313.65 11,914.60 12,628.34 12,035.39 27,882.19
23,670.40 18,698.40 33,572.85 32,300.17 17,247.03 13,251.46 17,421.83 40,360.92
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 5,028.70 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.91 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
23,670.40 18,699.31 33,572.85 32,300.17 17,247.03 18,280.16 17,421.83 40,360.92
228.341 223.199 221.940 220.824 219.808 218.996 218.138 217.581
9.721% 9.699% 9.700% 9.699% 9.716% 10.181% 10.180% 10.183%
BY: ------------------------
STEPHANIE CALLAHAN
ASSISTANT VICE PRESIDENT
</TABLE>
EXHIBIT 20
OFFICER'S CERTIFICATE
ANNUAL STATEMENT AS TO COMPLIANCE
I, Donald Coombe, Vice President - Loan Servicing of The Money Store
Investment Corporation, a New Jersey Corporation (the "Company"), do hereby
certify that:
As servicer under the Pooling and Servicing Agreement dated as of February
28, 1999 (the "Agreement") with respect to The Money Store SBA
Loan-Backed Adjustable Rate Certificates, Series 1999-1; (i) the
Company has fully complied with the provisions of Article V and VII,
(ii) a review of the activities of the Company during the preceding
calendar year and of performance under the Agreement has been made
under my supervision, and (iii) to the best of my knowledge, based on
such review, the Company has fulfilled all its obligations under the
Agreement throughout such year.
The Company has provided this Officer's Certificate to those parties
listed in Section 7.04 of the Agreements.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as
of March 24, 2000.
/S/ DONALD COOMBE
------------------------------
Donald Coombe
Vice President - Loan Servicing
The Money Store Investment Corporation
<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT
The Board of Directors
The Money Store Investment Corp. and
The Money Store Commercial Mortgage, Inc. d/b/a
First Union Small Business Capital
We have examined management's assertion, included in the accompanying management
assertion, that, except for the noncompliance with minimum servicing standard
I.3. described in the third paragraph, The Money Store Investment Corp. and The
Money Store Commercial Mortgage, Inc. d/b/a First Union Small Business Capital
(a wholly-owned subsidiary of First Union National Bank) (the Company) complied
with the minimum servicing standards relating to its servicing of business
loans, set forth in the Mortgage Bankers Association of America's (MBA) UNIFORM
SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS (USAP), except minimum servicing
standards V.4. and VI.1., which the MBA has interpreted as being inapplicable to
the servicing of commercial and multifamily loans, as of and for the year ended
December 31, 1999. Management is responsible for the Company's compliance with
those minimum servicing standards. Our responsibility is to express an opinion
on the Company's compliance based on our examination.
Our examination was made in accordance with attestation standards established by
the American Institute of Certified Public Accountants and, accordingly,
included examining, on a test basis, evidence about the Company's compliance
with the applicable minimum servicing standards and performing such other
procedures as we considered necessary in the circumstances. We believe that our
examination provides a reasonable basis for our opinion. Our examination does
not provide a legal determination on the Company's compliance with the
applicable minimum servicing standards.
Our examination disclosed the following material noncompliance with minimum
servicing standard I.3. applicable to the Company during the year ended December
31, 1999 that requires that each custodial account be maintained in a federally
insured depository institution in trust for the applicable investor. While all
custodial accounts are maintained in a federally insured depository institution,
the accounts are lacking the appropriate "in trust for" designations. Management
is in the process of correcting the custodial accounts to contain the
appropriate "in trust for" designations.
In our opinion, except for the material noncompliance described in the third
paragraph, the Company complied in all material respects with the aforementioned
applicable minimum servicing standards relating to its servicing of business
loans as of and for the year ended December 31, 1999.
/s/ KPMG LLP
March 20, 2000
<PAGE>
MANAGEMENT'S ASSERTION
As of and for the year ended December 31, 1999, The Money Store Investment Corp.
and The Money Store Commercial Mortgage, Inc. d/b/a First Union Small Business
Capital (the Company) has complied in all material respects with the minimum
servicing standards relating to its servicing of business loans, set forth in
the Mortgage Bankers Association of America's (MBA) UNIFORM SINGLE ATTESTATION
PROGRAM FOR MORTGAGE BANKERS (USAP), except minimum servicing standards V.4. and
VI.1., which the MBA has interpreted as being inapplicable to the servicing of
commercial and multifamily loans, and except for the noncompliance with minimum
servicing standard I.3., described in the following paragraph.
The Company was not in compliance with minimum servicing standard I.3. that
requires that each custodial account be maintained at a federally insured
depository institution in trust for the applicable investor. While all custodial
accounts are maintained in a federally insured depository institution, the
accounts are lacking the appropriate "in trust for" designations. Management
corrected the custodial accounts to contain the appropriate "in trust for"
designation in February, 2000.
As of and for the year ended December 31, 1999, the Company had in effect
fidelity bond and errors and omissions policies in the amounts of $200 million
and $20 million, respectively.
/S/ JOHN L. GUY, JR. MARCH 20, 2000
- -------------------------------------------- --------------
John L. Guy, Jr. Date
The Money Store Investment Corp; and
The Money Store Commercial Mortgage, Inc. d/b/a
First Union Small Business Capital
/S/ DONALD W. COOMBE MARCH 20, 2000
- -------------------------------------------- --------------
Donald W. Coombe Date
The Money Store Investment Corp; and
The Money Store Commercial Mortgage, Inc. d/b/a
First Union Small Business Capital
