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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 333-60771
---------
THE MONEY STORE COMMERCIAL MORTGAGE INC. (AS ORIGINATOR UNDER A SALE AND
SERVICING AGREEMENT, DATED AS OF MAY 31, 1999 PROVIDING FOR THE ISSUANCE
OF THE MONEY STORE BUSINESS LOAN BACKED TRUST, SERIES 1999-1 NOTES
THE MONEY STORE COMMERCIAL MORTGAGE INC.
AND THE MONEY STORE INC.
------------------------
(Exact name of registrant as specified in its charter)
NEW JERSEY/NEW YORK 22-2378261
- ------------------------------- --------------
(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:
31
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
Noteholder of record of more than 5% of the Notes:
<TABLE>
<CAPTION>
Name and Address of
Title of Class Beneficial Owner Amount of Security of
Beneficial Owner % of Class
<S> <C> <C> <C>
The Money Store The Bank of New York $12,200,000 8.9
Business Loan-Backed Trust, 925 Patterson Plank Rd.
Class AS-1 Notes Secaucus, NJ 07094
Bankers Trust Company $24,400,000 17.7
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and $31,600,000 22.9
Trust Company
c/o Mellon Bank, N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank $14,500,000 10.5
4 New York Plaza
13th Floor
New York, NY 10004
The Northern Trust Company $17,688,000 12.8
801 S. Canal C-IN
Chicago, IL 60607
Salomon Smith Barney Inc./ $11,000,000 8.0
Salomon Brothers
333 W. 34th Street, 3rd Floor
New York, NY 10001
Schroder & Co. Inc. $15,000,000 10.9
*Participant Contact Not Found*
The Money Store Bank One Trust Company, N.A. $26,000,000 18.4
Business Loan-Backed Trust, 1900 Polaris Parkway
Class AS-2 Notes 4th Floor
Columbus, OH 43240
Chase Manhattan Bank $75,000,000 53.2
4 New York Plaza
13th Floor
New York, NY 10004
State Street Bank and Trust $31,000,000 22.0
Company
1776 Heritage Drive
Global Corporate Action Unit
JAB5NW
North Quincy, MA 02171
The Money Store Bankers Trust Company $80,000,000 42.0
Business Loan-Backed Trust, c/o BT Servicers Tennessee Inc.
Class AS-3 Notes 648 Grassmere Park Drive
Nashville, TN 37211
The Bank of New York/ First Union $79,443,000 41.7
Safekeeping
16 Wall Street, 5th Floor
New York, NY 10005
First Union Securities, Inc. $25,000,000 13.1
8739 Research Blvd.
Charlotte, NC 28262-0675
The Money Store The Bank of New York $22,084,000 100%
Business Loan-Backed Trust, 925 Patterson Plank Rd.
Class MS-1 Notes Secaucus, NJ 07094
The Money Store Salomon Smith Barney Inc./Salomon $23,463,000 100%
Business Loan-Backed Trust, Brothers
Class MS-2 Notes 333 W. 34th Street, 3rd Floor
New York, NY 10001
The Money Store The Bank of New York/ First Union $12,423,000 100%
Business Loan-Backed Trust, National Bank
Class BS Notes 1 Wall Street, 5th Floor
New York, NY 10286
The Money Store Chase Manhattan Bank Correspondence $15,500,000 28.0
Business Loan-Backed Trust, Clearing Services
Class AN Notes 4 New York Plaza
New York, NY 10004
HSBC Bank USA/Republic Investment Account $20,000,000 36.1
One Hanson Place, Lower Level
Brooklyn, NY 11243
Investor Bank & Trust/M.F. Custody $11,895,000 21.5
200 Clarendon Street
15th Fl Hancock Tower
Boston, MA 02116
Salomon Smith Barney Inc./Salomon $8,000,000 14.4
Brothers
333 W. 34th Street, 3rd Floor
New York, NY 10001
The Money Store First Union Securities, Inc. $2,229,000 100%
Business Loan-Backed Trust, 8739 Research Blvd.
Class MN Notes Charlotte, NC 28262-0675
The Money Store The Bank of New York/First Union $4,457,000 100%
Business Loan-Backed Trust , National Bank
Class BN Notes 1 Wall Street, 5th Floor
New York, NY 10286
</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 8
Annual Compliance Certificate 11
Annual Independent Accountant's Report 11
EXHIBIT 13
ANNUAL SERVICER'S STATEMENT
<TABLE>
<CAPTION>
ANNUAL TRUST ADMINISTRATOR'S STATEMENT
IN ACCORDANCE WITH SECTION 7.10(a) OF THE SALE AND SERVICING AGREEMENT
DATED AS OF MAY 31,1999, THE MONEY STORE COMMERCIAL MORTGAGE, INC.
REPORTS THE FOLLOWING INFORMATION PERTAINING TO SERIES 1999-1
FOR THE YEAR ENDED DECEMBER 31, 1999.
PRINT STATEMENT
3. POOL PRINCIPAL DISTRIBUTION AMOUNTS:
<S> <C> <C> <C>
CLASS AS-1 9,811,704.63
CLASS AS-2 0.00
CLASS AS-3 0.00
CLASS MS-1 0.00
CLASS MS-2 0.00
CLASS BS 0.00
TOTAL POOL I PRINCIPAL DISTRIBUTION AMOUNT: 9,811,704.63
CLASS AN 3,064,361.80
CLASS MN 0.00
CLASS BN 0.00
TOTAL POOL II PRINCIPAL DISTRIBUTION AMOUNT: 3,064,361.80
5. CURRENT INTEREST REQUIREMENTS
CLASS AS-1 4,362,230.68
CLASS AS-2 4,695,714.06
CLASS AS-3 6,047,623.28
CLASS MS-1 791,203.02
CLASS MS-2 893,530.52
CLASS BS 595,690.18
TOTAL POOL I INTEREST REQUIREMENTS 17,385,991.74
CLASS AN 1,822,179.19
CLASS MN 84,885.98
CLASS BN 213,715.78
TOTAL POOL II INTEREST REQUIREMENTS 2,120,780.95
9. AMOUNT OF INTEREST RECEIVED
POOL I 29,166,400.22
POOL II 3,489,242.52
22. WEIGHTED AVERAGE LOAN INTEREST RATE FOR
POOL I 9.2318%
POOL II 9.9462%
</TABLE>
<TABLE>
<CAPTION>
SERIES CMI 1999-1 JANUARY FEBRUARY MARCH APRIL MAY JUNE JULY
3. POOL PRINCIPAL DISTRIBUTION AMOUNTS:
<S> <C> <C> <C> <C> <C> <C> <C>
CLASS AS-1 0.00 0.00 0.00 0.00 0.00 497,127.63 524,941.76
CLASS AS-2 0.00 0.00 0.00 0.00 0.00 0.00 0.00
CLASS AS-3 0.00 0.00 0.00 0.00 0.00 0.00 0.00
CLASS MS-1 0.00 0.00 0.00 0.00 0.00 0.00 0.00
CLASS MS-2 0.00 0.00 0.00 0.00 0.00 0.00 0.00
CLASS BS 0.00 0.00 0.00 0.00 0.00 0.00 0.00
-------------------------------------------------------------------------------
TOTAL POOL I PRINCIPAL DISTRIBUTION AMOUNT: 0.00 0.00 0.00 0.00 0.00 497,127.63 524,941.76
CLASS AN 0.00 0.00 0.00 0.00 0.00 527,400.34 344,841.50
CLASS MN 0.00 0.00 0.00 0.00 0.00 0.00 0.00
CLASS BN 0.00 0.00 0.00 0.00 0.00 0.00 0.00
-------------------------------------------------------------------------------
TOTAL POOL II PRINCIPAL DISTRIBUTION AMOUNT: 0.00 0.00 0.00 0.00 0.00 527,400.34 344,841.50
5. CURRENT INTEREST REQUIREMENTS
CLASS AS-1 0.00 0.00 0.00 0.00 0.00 330,538.10 660,216.55
CLASS AS-2 0.00 0.00 0.00 0.00 0.00 349,037.71 699,642.72
CLASS AS-3 0.00 0.00 0.00 0.00 0.00 446,059.83 893,812.48
CLASS MS-1 0.00 0.00 0.00 0.00 0.00 59,062.43 118,370.24
CLASS MS-2 0.00 0.00 0.00 0.00 0.00 66,921.69 134,104.08
CLASS BS 0.00 0.00 0.00 0.00 0.00 45,095.49 90,329.01
-------------------------------------------------------------------------------
TOTAL POOL I INTEREST REQUIREMENTS 0.00 0.00 0.00 0.00 0.00 1,296,715.25 2,596,475.08
CLASS AN 0.00 0.00 0.00 0.00 0.00 139,533.85 277,020.41
CLASS MN 0.00 0.00 0.00 0.00 0.00 6,357.60 12,739.97
CLASS BN 0.00 0.00 0.00 0.00 0.00 16,178.91 32,407.34
-------------------------------------------------------------------------------
TOTAL POOL II INTEREST REQUIREMENTS 0.00 0.00 0.00 0.00 0.00 162,070.36 322,167.72
AMOUNT OF INTEREST RECEIVED
POOL I 0.00 0.00 0.00 0.00 0.00 4,064,057.13 4,003,091.21
POOL II 0.00 0.00 0.00 0.00 0.00 473,624.05 494,341.14
-------------------------------------------------------------------------------
22. WEIGHTED AVERAGE LOAN INTEREST RATE FOR
POOL I 0.000% 0.000% 0.000% 0.000% 0.000% 8.915% 8.917%
POOL II 0.000% 0.000% 0.000% 0.000% 0.000% 9.481% 9.481%
</TABLE>
<TABLE>
<CAPTION>
SERIES CMI 1999-1 AUGUST SEPTEMBER OCTOBER NOVEMBER DECEMBER
3. POOL PRINCIPAL DISTRIBUTION AMOUNTS:
<S> <C> <C> <C> <C> <C>
CLASS AS-1 548,233.05 1,659,983.33 1,626,563.89 1,423,322.70 3,531,532.27
CLASS AS-2 0.00 0.00 0.00 0.00 0.00
CLASS AS-3 0.00 0.00 0.00 0.00 0.00
CLASS MS-1 0.00 0.00 0.00 0.00 0.00
CLASS MS-2 0.00 0.00 0.00 0.00 0.00
CLASS BS 0.00 0.00 0.00 0.00 0.00
---------------------------------------------------------------------------------
TOTAL POOL I PRINCIPAL DISTRIBUTION AMOUNT: 548,233.05 1,659,983.33 1,626,563.89 1,423,322.70 3,531,532.27
CLASS AN 728,969.53 236,902.12 415,632.95 483,125.92 327,489.44
CLASS MN 0.00 0.00 0.00 0.00 0.00
CLASS BN 0.00 0.00 0.00 0.00 0.00
----------------------------------------------------------------------------------
TOTAL POOL II PRINCIPAL DISTRIBUTION AMOUNT: 728,969.53 236,902.12 415,632.95 483,125.92 327,489.44
5. CURRENT INTEREST REQUIREMENTS
CLASS AS-1 626,701.38 636,817.74 653,067.46 623,668.65 831,220.80
CLASS AS-2 666,347.39 679,424.55 705,260.51 681,775.50 914,225.68
CLASS AS-3 855,406.48 872,863.75 905,239.06 887,146.98 1,187,094.70
CLASS MS-1 112,605.40 114,652.77 118,973.72 115,020.83 152,517.63
CLASS MS-2 127,457.86 129,633.08 134,484.54 130,024.13 170,905.14
CLASS BS 85,602.23 86,753.95 89,926.56 86,961.00 111,021.94
------------------------------------------------------------------------------------
TOTAL POOL I INTERST REQUIREMENTS 2,474,120.74 2,520,145.84 2,606,951.85 2,524,597.09 3,366,985.89
CLASS AN 262,106.80 63,589.56 272,386.98 261,277.83 346,263.76
CLASS MN 12,108.58 12,315.23 12,776.12 12,352.38 16,236.10
CLASS BN 30,711.52 31,124.72 32,262.95 31,199.00 39,831.34
------------------------------------------------------------------------------------
TOTAL POOL II INTEREST REQUIREMENTS 304,926.90 307,029.51 317,426.05 304,829.21 402,331.20
AMOUNT OF POOL RECEIVED
POOL I 4,595,281.46 3,707,420.51 3,922,743.05 4,558,066.76 4,315,740.10
POOL II 602,246.05 358,073.90 526,078.07 534,566.45 500,312.86
------------------------------------------------------------------------------------
22. WEIGHTED AVERAGE LOAN INTEREST RATE FOR
POOL I 8.917% 8.9146% 9.2344% 9.2341% 9.2318%
POOL II 9.481% 9.4806% 9.9467% 9.9463% 9.9462%
</TABLE>
BY:
------------------------
STEPHANIE CALLAHAN
ASSISTANT VICE PRESIDENT
EXHIBIT 20
OFFICER'S CERTIFICATE
ANNUAL STATEMENT AS TO COMPLIANCE
I, Donald Coombe, Vice President-Loan Servicing of The Money Store
Commercial Mortgage Inc., a New Jersey Corporation (the "Company"), do hereby
certify that:
As servicer under the Sale and Servicing Agreement dated as of May 31,
1999 (the "Agreement") with respect to The Money Store Business Loan
Backed Trust 1999-1; (i) the Company has fully complied with the
provisions of Article IV and V, (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 5.04 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 Inc. (the
Company) has complied in all material respects with the minimum servicing
standards relating to its servicing of home equity and home improvement loans,
set forth in the Mortgage Bankers Association of America's UNIFORM SINGLE
ATTESTATION PROGRAM FOR MORTGAGE BANKERS (USAP), 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/ ARTHUR Q. LYON MARCH 10, 2000
- ------------------------------------- --------------
Arthur Q. Lyon Date
Chief Financial Officer
The Money Store Inc.
/S/ RUSSELL B. PLEASANTS MARCH 10, 2000
------------------------------------------ --------------
Russell B. Pleasants Date
Senior Vice President / Manager
The Money Store Inc.
Servicing
707 3rd Street o West Sacramento, CA 95605 o 916/617-2000
