-------------------------------------------------
OMB APPROVAL
-------------------------------------------------
OMB Number: 3235-0063
Expires: May 31, 2000
Estimated average burden
hours per response 1711.00
-------------------------------------------------
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, 1998
Commission file numbers 333-18877 AND 333-47757
THE MONEY STORE INC., TRANS-WORLD INSURANCE COMPANY d/b/a EDUCAID
AND CLASS NOTES INC. (AS REPRESENTATIVE UNDER A SECOND SUPPLEMENTAL
SALE AND SERVICING AGREEMENT, DATED AS OF MARCH 17, 1998
PROVIDING FOR THE ISSUANCE OF CLASSNOTES TRUST
1997-I, SERIES 1998-1).
CLASSNOTES, INC.
TRANS-WORLD INSURANCE COMPANY
(Exact name of registrant as specified in its charter)
Delaware 22-3400682
ARIZONA 86-0255348
(State or other jurisdiction (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:
<PAGE>
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.
/ / Yes /x/ 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, 1998.
Not Applicable
This annual report on Form 10K is filed pursuant to a request for no-action
letter forwarded to the Office of Chief Counsel, Division of Corporation
Financing, dated February 12, 1996.
<PAGE>
PART I
ITEM 1. BUSINESS
Omitted pursuant to the "Request for no-action letter forwarded to the
Office of Chief Counsel Division of Corporation Finance" dated February 12,
1996.
ITEM 2. PROPERTIES
Reference is made to the Annual Compliance Certificate attached hereto as
Exhibit 20.
Reference is made to the Annual Compliance Certificate 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 the NOTES as of March 10, 1999: 26
ITEM 6. SELECTED FINANCIAL DATA
Omitted pursuant to the "Request for no-action letter forwarded to the
Office of Chief Counsel Division of Corporation Finance" dated February 12,
1996.
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 Corporation Finance" dated February 12,
1996.
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.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Omitted pursuant to the "Request for no-action letter forwarded to the
Office of Chief Counsel Division of Corporation Finance" dated February 12,
1996.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
None.
ITEM 11. EXECUTIVE COMPENSATION
Omitted pursuant to the "Request for no-action letter forwarded to the
Office of Chief Counsel Division of Corporation Finance" dated February 12,
1996.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following information is furnished as of March 10, 1998 as to each
Certificateholder of record of more than 5% of the Certificates:
<PAGE>
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
Class Notes Trust Boston Safe Deposit and 7,000,000 7.0
1997-I Auction Rate, Trust Company
Asset Backed Notes, c/o Mellon Bank N.A.
Series 1998-I, Three Mellon Bank Center,
Class A-7 Room 153-3015
Pittsburgh, PA 15259
Citibank, N.A. 8,800,000 8.8
P.O. Box 30576
Tampa, Fl 33630-3576
Salomon Smith Barney Inc. 68,900,000 68.9
333 W. 34th Street
New York, NY 10001
Suntrust Bank, Atlanta 15,000,000 15.0
303 Peachtree St.,
14th Floor
MC#3141
Atlanta, GA 30308
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
Class Notes Trust The Bank of New York 25,600,000 25.6
1997-I Auction Rate, 925 Patterson Plank Rd.
Asset Backed Notes, Secaucus, NJ 07094
Series 1998-I,
Class A-8
Boston Safe Deposit and 8,000,000 8.0
Trust Company
c/o Mellon Bank N.A.
Three Mellon Bank Center,
Room 153-3015
Pittsburgh, PA 15259
Salomon Smith Barney Inc. 47,650,000 47.7
333 W. 34th Street
New York, NY 10001
Wilmington Trust Company 10,000,000 10.0
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
Class Notes Trust 1997-I The Bank of New York 24,900,000 24.9
Auction Rate, 925 Patterson Plank Rd.
Asset Backed Notes, Secaucus, NJ 07094
Series 1998-I,
Class A-9
Bankers Trust Company 5,000,000 5.0
c/o BT Services Tennessee
Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and 10,000,000 10.0
Trust Company
c/o Mellon Bank N.A.
Three Mellon Bank Center,
Room 153-3015
Pittsburgh, PA 15259
Citibank, N.A. 5,500,000 5.5
P.O. Box 30576
Tampa, Fl 33630-3576
Salomon Smith Barney Inc. 42,950,000 42.95
333 W. 34th Street
New York, NY 10001
Suntrust Bank, Atlanta 8,000,000 8.0
303 Peachtree St.,
14th Floor
MC#3141
Atlanta, GA 30308
<PAGE>
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
Class Notes Trust The Bank of New York 28,900,000 28.9
1997-I Auction Rate, 925 Patterson Plank Rd.
Asset Backed Notes, Secaucus, NJ 07094
Series 1998-I,
Class A-10
Boston Safe Deposit and 5,000,000 5.0
Trust Company
c/o Mellon Bank N.A.
Three Mellon Bank Center,
Room 153-3015
Pittsburgh, PA 15259
Salomon Smith Barney Inc. 44,600,000 44.6
333 W. 34th Street
New York, NY 10001
State Street Bank and 10,000,000 10.0
Trust Company
Global Corp. Action Dept.
JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Suntrust Bank, Atlanta 8,500,000 8.5
303 Peachtree St.,
14th Floor
MC#3141
Atlanta, GA 30308
Wilmington Trust Company 10,000,000 10.0
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001
<PAGE>
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 Corporation Finance"
dated February 12, 1996.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a)
1. Ambac Assurance Corporation and subsidiaries audited consolidated
financial statements as of December 31, 1998 and 1997 and for
each of the years in the three year period ended December 31,
1998 included in the Current Report on Form 8-K of Ambac
Financial Group, Inc. which was filed with the Securities and
Exchange Commission on March 24, 1999 are hereby incorporated by
reference.
2. Not applicable
3. Exhibits
13. Annual Statement
20. Annual Compliance Certificate
23. Independent Auditors' Consent
(b)-(d) Omitted pursuant to the "Request for no-action letter forwarded to
the Office of Chief Counsel Division of Corporation Finance" dated
February 12, 1996.
<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 31st day of March, 1999.
THE MONEY STORE INC.
TRANS-WORLD INSURANCE COMPANY
d/b/a EDUCAID
CLASSNOTES, INC.
By: /s/ JAMES RANSOM
Name: James Ransom
Title: Chief Accounting Officer
<PAGE>
EXHIBIT INDEX
DESCRIPTION PAGE NUMBER
ANNUAL STATEMENT 9
ANNUAL COMPLIANCE CERTIFICATE 46
INDEPENDENT AUDITORS' CONSENT 47
EXHIBIT 13
SERVICER'S CERTIFICATE
TRANS-WORLD INSURANCE COMPANY
CLASSNOTES TRUST 1997 - I
TRANS-WORLD INSURANCE COMPANY
2840 MORRIS AVENUE
"UNION, NJ 07083"
CLASSNOTES TRUST 1997 - 1
CLASS A-1 Year End Statement for Series 1997 - 1
12/31/98
(i) Amount of Principal being paid or distributed in
respect of the Notes
CLASS A-1 NOTES 1,600,000.00
Per $50,000 original principal amount of the Notes 1,040.312094
(ii) Amount of Interest being paid or distributed in respect
of the Notes
CLASS A-1 NOTES 4,329,656.60
Per $50,000 original principal amount of the Notes 2,815.121326
(iii) (A) Amount of Noteholders' Auction Rate Interest
Carryover being paid or distributed in respect of the Notes
CLASS A-1 NOTES 0.00
Per $50,000 original principal amount of the Notes 0.000000
(B) Remaining Amount of Noteholders' Auction Rate Interest
Carryover to be paid or distributed in respect of the Notes
CLASS A-1 NOTES 0.00
Per $50,000 original principal amount of the Notes 0.000000
(iv) Pool Balance at end of preceding Collection Period 852,965,980.12
(v) Outstanding Principal amount after giving effect to
distributions on this Note Distribution Date:
CLASS A-1 NOTES 76,900,000.00
(vi) Applicable Interest Rate:
(a) In general:
1. Auction Rate for the prior Interest Period:
CLASS A-1 NOTES
PERIOD 1 5.300000%
PERIOD 2 5.050000%
PERIOD 3 5.100000%
CURRENT RATE (Based on Auction) 5.300000%
2. NET LOAN RATE
PERIOD 1 6.540400%
PERIOD 2 6.270000%
PERIOD 3 6.230000%
(vii) (a) Service Fee for related Collection Period 336,855.05
Per $50,000 original principal amount of the Notes 219.021489
(b) Service Fee Carryover for related Collection Period
1. Distributed 0.00
Per $50,000 original principal amount of the Notes 0.000000
2. Remaining Balance 0.00
Per $50,000 original principal amount of the Notes 0.000000
(viii) Amount of Fees for related Collection Period:
1. Administration Fee 11,612.50
Per $50,000 original principal amount of the Notes 7.5503909
2. Auction Agent Fee 190,910.28
Per $50,000 original principal amount of the Notes 124.128921
3. Indenture Trustee Fee 11,000.00
Per $50,000 original principal amount of the Notes 7.152146
4. Eligible Lender Trustee Fee 2,685.03
Per $50,000 original principal amount of the Notes 1.745793
5. Surety Provider Fee 62,801.29
Per $50,000 original principal amount of the Notes 40.833088
(ix) Amount of payments to the Surety Provider in
reimbursement of prior draws under any Note
Surety Bond or the Certificate Surety Bond 0.00
(x) Aggregate amount of Realized losses for the
related Collection period 0.00
(xi) Aggregate amount received with respect to Financed
Student Loans for which Realized Losses were
allocated previously 0.00
(xii) (a) Amount of the distribution attributable to amounts
in the Reserve Account 0.00
(b) Amount of any other withdrawals from the Reserve
Account for such Distribution Date 0.00
(c) Amount in the Reserve Account 0.00
(xiii) Amount of any draw required to be made under a Note Surety bond
(together with any other information required to make such draw) 0.00
(xiv) (a) Portion (if any) of the distribution attributable to
amounts on deposit in the Pre-Funding Account 0.00
(b) Amount in the Pre-Funding Account 244.03
(xv) Aggregate amount, if any, paid by the Eligible Lender
Trustee for Additional Financed Student Loans during
the preceding collection period 0.00
(xvi) Amount in the Pre-Funding Account at the end of the
Funding Period to be distributed as a payment of principal
in respect of:
(a) CLASS A-1 NOTES 0.00
(b) CLASS A-1 NOTES (Only if Class____ Notes
have been paid in full) 0.00
(xvii) Aggregate amount (if any) paid for Financed Student Loans
during the preceding collection period 0.00
(xviii) As of the end of the preceding Collection Period:
(a) Number of Financed Student Loans that are 30
to 60 days Delinquent 16,857,699.97
(b) Number of Financed Student Loans that are
61 to 90 days Delinquent 5,019,187.65
(c) Number of Financed Student Loans that are
91 to 180 days Delinquent 7,353,033.85
(d) Number of Financed Student Loans that are more
than 181 days Delinquent 1,794,024.07
(e) Number of Financed Student Loans for which
claims have been filed with the appropriate
Guarantor and which are awaiting payment 2,162,309.60
(xix) Parity Percentage Numerator 905,094,012.16
as of 12/31/98 Denominator 912,680,252.29 99.17%
(xx) Excess of amounts deposited into the Collection
Account with respect to the sale by the Trust of
Serial Loans over the aggregate Purchase amount
of such loans (such excess to be distributed to
Student Holdings) 0.00
(xxi) Amount of Additional Principal Payments, if any, made on
such Distribution Date 0.00
The Money Store, Inc.
By: /s/ JAMES RANSOM
-----------------------
James Ransom
Chief Accouting Officer
<PAGE>
TRANS-WORLD INSURANCE COMPANY
2840 MORRIS AVENUE
UNION, NJ 07083
CLASSNOTES TRUST 1997 - 1
CLASS A-2 Year End Statement for Series 1997 - 1
12/31/98
(i) Amount of Principal being paid or distributed in
respect of the Notes
CLASS A-2 NOTES 0.00
Per $50,000 original principal amount of the Notes 0.000000
(ii) Amount of Interest being paid or distributed in respect of the
Notes
CLASS A-2 NOTES 5,288,434.66
Per $50,000 original principal amount of the Notes 2,843.244441
(iii) (A) Amount of Noteholders' Auction Rate Interest Carryover
being paid or distributed in respect of the Notes
CLASS A-2 NOTES 0.00
Per $50,000 original principal amount of the Notes 0.000000
(B) Remaining Amount of Noteholders' Auction Rate Interest
Carryover to be paid or distributed in respect of the Notes
CLASS A-2 NOTES 0.00
Per $50,000 original principal amount of the Notes 0.000000
(iv) Pool Balance at end of preceding Collection Period 852,965,980.12
(v) Outstanding Principal amount after giving effect to
distributions on this Note Distribution Date:
CLASS A-2 NOTES 93,000,000.00
(vi) Applicable Interest Rate:
(a) In general:
1. Auction Rate for the prior Interest Period:
CLASS A-2 NOTES
PERIOD 1 5.600000%
PERIOD 2 5.430000%
PERIOD 3 5.500000%
CURRENT RATE (Based on Auction) 5.280000%
2. NET LOAN RATE
PERIOD 1 6.540400%
PERIOD 2 6.270000%
PERIOD 3 6.230000%
(vii) (a) Service Fee for related Collection Period 404,491.68
Per $50,000 original principal amount of the Notes 217.468645
(b) Service Fee Carryover for related Collection Period
1. Distributed 0.00
Per $50,000 original principal amount of the Notes 0.000000
2. Remaining Balance 0.00
Per $50,000 original principal amount of the Notes 0.000000
(viii) Amount of Fees for related Collection Period:
1. Administration Fee 13,950.00
Per $50,000 original principal amount of the Notes 7.500000
2. Auction Agent Fee 230,807.91
Per $50,000 original principal amount of the Notes 124.090274
3. Indenture Trustee Fee 0.00
Per $50,000 original principal amount of the Notes 0.000000
4. Eligible Lender Trustee Fee 3,199.58
Per $50,000 original principal amount of the Notes 1.720204
5. Surety Provider Fee 75,433.36
Per $50,000 original principal amount of the Notes 40.555570
(ix) Amount of payments to the Surety Provider in
reimbursement of prior draws under any Note
Surety Bond or the Certificate Surety Bond 0.00
(x) Aggregate amount of Realized losses for the
related Collection period 0.00
(xi) Aggregate amount received with respect to Financed
Student Loans for which Realized Losses were
allocated previously 0.00
(xii) (a) Amount of the distribution attributable to amounts
in the Reserve Account 0.00
(b) Amount of any other withdrawals from the Reserve
Account for such Distribution Date 0.00
(c) Amount in the Reserve Account 0.00
(xiii) Amount of any draw required to be made under a Note Surety bond
(together with any other information required to make such draw) 0.00
(xiv) (a) Portion (if any) of the distribution attributable to
amounts on deposit in the Pre-Funding Account 0.00
(b) Amount in the Pre-Funding Account 244.03
(xv) Aggregate amount, if any, paid by the Eligible Lender
Trustee for Additional Financed Student Loans during
the preceding collection period 0.00
(xvi) Amount in the Pre-Funding Account at the end of the
Funding Period to be distributed as a payment of
principal in respect of:
(a) CLASS A-1 NOTES 0.00
(b) CLASS A-1 NOTES (Only if Class____ Notes
have been paid in full) 0.00
(xvii) Aggregate amount (if any) paid for Financed Student Loans during
the preceding collection period 0.00
(xviii) As of the end of the preceding Collection Period:
(a) Number of Financed Student Loans that are
30 to 60 days Delinquent 16,857,699.97
(b) Number of Financed Student Loans that are
61 to 90 days Delinquent 5,019,187.65
(c) Number of Financed Student Loans that are
91 to 180 days Delinquent 7,353,033.85
(d) Number of Financed Student Loans that are
more than 181 days Delinquent 1,794,024.07
(e) Number of Financed Student Loans for which claims
have been filed with the appropriate Guarantor and
which are awaiting payment 2,162,309.60
(xix) Parity Percentage Numerator 905,094,012.16
as of 12/31/98 Denominator 912,680,252.29 99.17%
(xx) Excess of amounts deposited into the Collection
Account with respect to the sale by the Trust of
Serial Loans over the aggregate Purchase amount
of such loans (such excess to be distributed to
Student Holdings) 0.00
(xxi) Amount of Additional Principal Payments, if any, made on
such Distribution Date 0.00
The Money Store, Inc.
By: /s/ JAMES RANSOM
-------------------------
James Ransom
Chief Accounting Officer
<PAGE>
TRANS-WORLD INSURANCE COMPANY
2840 MORRIS AVENUE
UNION, NJ 07083
CLASSNOTES TRUST 1997 - 1
CLASS A-3 Year End Statement for Series 1997 - 1
12/31/98
(i) Amount of Principal being paid or distributed in
respect of the Notes
CLASS A-3 NOTES 0.00
Per $50,000 original principal amount of
the Notes 0.000000
(ii) Amount of Interest being paid or distributed in
respect of the Notes
CLASS A-3 NOTES 5,402,731.82
Per $50,000 original principal amount of
the Notes 2,843.543063
(iii) (A) Amount of Noteholders' Auction Rate Interest
Carryover being paid or distributed in respect
of the Notes
CLASS A-3 NOTES 0.00
Per $50,000 original principal amount of
the Notes 0.000000
(B) Remaining Amount of Noteholders' Auction Rate
Interest Carryover to be paid or distributed in
respect of the Notes
CLASS A-3 NOTES 0.00
Per $50,000 original principal amount of
the Notes 0.000000
(iv) Pool Balance at end of preceding Collection Period 852,965,980.12
(v) Outstanding Principal amount after giving effect to
distributions on this Note Distribution Date:
CLASS A-3 NOTES 95,000,000.00
(vi) Applicable Interest Rate:
(a) In general:
1. Auction Rate for the prior Interest Period:
CLASS A-3 NOTES
PERIOD 1 5.620000%
PERIOD 2 5.620000%
PERIOD 3 5.500000%
CURRENT RATE (Based on Auction) 5.425000%
2. NET LOAN RATE
PERIOD 1 6.540400%
PERIOD 2 6.270000%
PERIOD 3 6.230000%
(vii) (a) Service Fee for related Collection Period 413,190.42
Per $50,000 original principal amount of the
Notes 217.468642
(b) Service Fee Carryover for related Collection Period
1. Distributed 0.00
Per $50,000 original principal amount of
the Notes 0.000000
2. Remaining Balance 0.00
Per $50,000 original principal amount of
the Notes 0.000000
(viii) Amount of Fees for related Collection Period:
1. Administration Fee 14,250.00
Per $50,000 original principal amount
of the Notes 7.500000
2. Auction Agent Fee 235,771.54
Per $50,000 original principal amount of
the Notes 124.090284
3. Indenture Trustee Fee 0.00
Per $50,000 original principal amount of
the Notes 0.000000
4. Eligible Lender Trustee Fee 3,268.40
Per $50,000 original principal amount of
the Notes 1.720211
5. Surety Provider Fee 77,055.51
Per $50,000 original principal amount of
the Notes 40.555532
(ix) Amount of payments to the Surety Provider in
reimbursement of prior draws under any Note
Surety Bond or the Certificate Surety Bond 0.00
(x) Aggregate amount of Realized losses for the
related Collection period 0.00
(xi) Aggregate amount received with respect to Financed
Student Loans for which Realized Losses were
allocated previously 0.00
(xii) (a) Amount of the distribution attributable to
amounts in the Reserve Account 0.00
(b) Amount of any other withdrawals from the
Reserve Account for such Distribution Date 0.00
(c) Amount in the Reserve Account 0.00
(xiii) Amount of any draw required to be made under a Note
Surety bond (together with any other information required
to make such draw) 0.00
(xiv) (a) Portion (if any) of the distribution attributable
to amounts on deposit in the Pre-Funding Account 0.00
(b) Amount in the Pre-Funding Account 44.03
(xv) Aggregate amount, if any, paid by the Eligible Lender
Trustee for Additional Financed Student Loans during the
preceding collection period 0.00
(xvi) Amount in the Pre-Funding Account at the end of the
Funding Period to be distributed as a payment of principal
in respect of:
(a) CLASS A-1 NOTES 0.00
(b) CLASS A-1 NOTES (Only if Class____ Notes
have been paid in full) 0.00
(xvii) Aggregate amount (if any) paid for Financed Student Loans
during the preceding collection period 0.00
(xviii) As of the end of the preceding Collection Period:
(a) Number of Financed Student Loans that are
30 to 60 days Delinquent 16,857,699.97
(b) Number of Financed Student Loans that are
61 to 90 days Delinquent 5,019,187.65
(c) Number of Financed Student Loans that are
91 to 180 days Delinquent 7,353,033.85
(d) Number of Financed Student Loans that are
more than 181 days Delinquent 1,794,024.07
(e) Number of Financed Student Loans for which
claims have been filed with the appropriate
Guarantor and which are awaiting payment 2,162,309.60
(xix) Parity Percentage Numerator 905,094,012.16
Denominator 912,680,252.29 99.17%
(xx) Excess of amounts deposited into the Collection
Account with respect to the sale by the Trust of
Serial Loans over the aggregate Purchase amount
of such loans (such excess to be distributed to
Student Holdings) 0.00
(xxi) Amount of Additional Principal Payments, if any,
made on such Distribution Date 0.00
The Money Store, Inc.
By: /s/ JAMES RANSOM
--------------------------
James Ransom
Chief Accounting Officer
<PAGE>
TRANS-WORLD INSURANCE COMPANY
2840 MORRIS AVENUE
UNION, NJ 07083
CLASSNOTES TRUST 1997 - 1
CERTIFICATE 1 Year End Statement for Series 1997 - 1
12/31/98
(i) Amount of Principal being paid or distributed in
respect of the Certificates 0.00
Per $50,000 original principal amount of the
Certificates 0.000000
(ii) Amount of Interest being paid or distributed in respect of
the Certificates 1,026,365.00
Per $50,000 original principal amount of the
Certificates 2,851.013889
(iii) (A) Amount of Certificateholders' Auction Rate
Interest Carryover being paid or distributed
in respect of the Certificates 0.00
Per $50,000 original principal amount of
the Certificates 0.000000
(B) Remaining Amount of Certificateholders' Auction
Rate Interest Carryover being paid or distributed
in respect of the Certificates 0.00
Per $50,000 original principal amount of
the Certificates 0.000000
(iv) Financed Student Loan Pool Balance at end of
preceding Collection Period 852,965,980.12
(v) After giving effect to distributions on this Certificate Distribution
Date:
(a) Outstanding Principal Amount of Class A-1 Notes 76,900,000.00
(b) Outstanding Principal Amount of Class A-2 Notes 93,000,000.00
(c) Outstanding Principal Amount of Class A-3 Notes 95,000,000.00
(d) Outstanding Principal Amount of Class A-4 Notes 87,748,000.00
(e) Outstanding Principal Amount of Class A-5 Notes 57,500,000.00
(f) Outstanding Principal Amount of Class A-6 Notes 57,500,000.00
(g) Outstanding Principal Amount of Class A-7 Notes 100,000,000.00
(h) Outstanding Principal Amount of Class A-8 Notes 100,000,000.00
(i) Outstanding Principal Amount of Class A-9 Notes 100,000,000.00
(j) Outstanding Principal Amount of Class A-10 Notes 110,000,000.00
(k) Outstanding Class 1 Certificate Principal Balance 18,000,000.00
(l) Outstanding Class 2 Certificate Principal Balance 15,000,000.00
(vi) Applicable Interest Rate:
(a) In general:
1. Auction Rate (A-1) for the prior
Interest Period: 5.3000%
2. The Net Loan Rate: 6.2300%
(b) Certificate Rate: Auction Rate 5.4500%
(c) Amount of Interest that would have been paid
on such Certificate Distribution Date if
Interest was calculated instead based on the
Net Loan Rate 0.00
(vii) (a) Service Fee for related Collection Period 78,288.71
Per $50,000 original principal amount
of the Certificates 217.468639
(b) Service Fee Carryover for related Collection Period
1. Distributed 0.00
Per $50,000 original principal
amount of the Certificates 0.000000
2. Remaining Balance 0.00
Per $50,000 original principal
amount of the Certificates 0.000000
(viii) Amount of Transaction Fees for related Collection Period
(Funded from Expense Account)
1. Administration Fee 2,700.00
Per $50,000 original principal
amount of the Certificates 7.500000
2. Auction Agent Fee 44,672.50
Per $50,000 original principal
amount of the Certificates 124.090278
3. Indenture Trustee Fee 0.00
Per $50,000 original principal
amount of the Certificates 0.000000
4. Eligible Lender Trustee Fee 619.28
Per $50,000 original principal amount
of the Certificates 1.720222
5. Surety Provider Fee 14,600.00
Per $50,000 original principal
amount of the Certificates 40.555556
(ix) Amount of payments to the Surety Provider in
reimbursement of prior draws under any Note
Surety Bond or the Certificate Surety Bond 0.00
(x) Aggregate amount of Realized losses for the
related Collection period 0.00
(xi) Aggregate amount received with respect to Financed Student Loans for
which Realized were allocated previously 0.00
(xii) Amount in Reserve Account 0.00
(xiii) Amount of any draw required to be made under the
Certificate Surety Bond (together with any other
information required to make such draw) 0.00
(xiv) Amount in the Pre-Funding Account 244.03
(xv) Parity Percentage 12/31/98 99.17%
(xvi) Excess of amounts deposited into the Collection
Account with respect to the sale by the Trust of
Serial Loans over the aggregate Purchase amount
of such loans (such excess to be distributed to
Student Holdings) 0.00
The Money Store, Inc.
By: /s/ JAMES RANSOM
--------------------------
James Ransom
Chief Accounting Officer
<PAGE>
OUTSTANDING SHARES:
NOTE TITLE # SHARES
---------- --------
Class A-1 1538
Class A-2 1860
Class A-3 1900
Cert 1 360
NET LOAN RATES:
PERIOD RATE:
------ ------
1 6.5404%
2 6.2700%
3 6.2300%
OTHER COMMON DATA:
Pool Balance at end of preceding Period 852,965,980.12
Reserve Account Balance (xii)(c) 0.00
Amount in the Pre-Funding Acct (xiv)(b) 244.03
Excess of Amounts.... (xx) 0.00
Parity Percentage Date: 12/31/98
Numerator 905,094,012.16
Denominator 912,680,252.29
Delinquent Financed Student Loans (xviii)
30-60 Days 16,857,699.97
61-90 Days 5,019,187.65
91-180 Days 7,353,033.85
>180 Days 1,794,024.07
Claims have been filed 2,162,309.60
<PAGE>
TRANS-WORLD INSURANCE COMPANY
2840 MORRIS AVENUE
UNION, NJ 07083
CLASSNOTES TRUST 1997 - 1
CLASS A-4 Year End Statement for Series 1997 - 2
12/31/98
(i) Amount of Principal being paid or distributed in
respect of the Notes
CLASS A-4 NOTES 62,252,000.00
Per $50,000 original principal amount of
the Notes 35,471.225071
(ii) Amount of Interest being paid or distributed in
respect of the Notes
CLASS A-4 NOTES 7,261,257.51
Per $50,000 original principal amount of
the Notes 4,137.468667
(iii) (A) Amount of Noteholders' Auction Rate Interest Carryover
being paid or distributed in respect of the Notes
CLASS A-4 NOTES 0.00
Per $50,000 original principal amount of the Notes 0.000000
(B) Remaining Amount of Noteholders' Auction Rate Interest
Carryover to be paid or distributed in respect of the Notes
CLASS A-4 NOTES 0.00
Per $50,000 original principal amount of the Notes 0.000000
(iv) Pool Balance at end of preceding Collection Period 852,965,980.12
(v) Outstanding Principal amount after giving effect to
distributions on this Note Distribution Date:
CLASS A-4 NOTES 87,748,000.00
(vi) Applicable Interest Rate:
(a) In general:
1. Auction Rate for the prior Interest Period:
CLASS A-4 NOTES
PERIOD 1 5.814530%
PERIOD 2 5.752030%
PERIOD 3 5.578130%
CURRENT RATE (Based on Auction) .443910%
2. NET LOAN RATE
PERIOD 1 6.540400%
PERIOD 2 6.270000%
PERIOD 3 6.230000%
(vii) (a) Service Fee for related Collection Period 515,761.18
Per $50,000 original principal amount of
the Notes 293.881014
(b) Service Fee Carryover for related Collection Period
1. Distributed 0.00
Per $50,000 original principal amount
of the Notes 0.000000
2. Remaining Balance 0.00
Per $50,000 original principal amount of
the Notes 0.000000
(viii) Amount of Fees for related Collection Period:
1. Administration Fee 17,920.04
Per $50,000 original principal amount of the Notes 10.210849
2. Auction Agent Fee 0.00
Per $50,000 original principal amount of the Notes 0.000000
3. Indenture Trustee Fee 0.00
Per $50,000 original principal amount of the Notes 0.000000
4. Eligible Lender Trustee Fee 3,593.14
Per $50,000 original principal amount of the Notes 2.047373
5. Surety Provider Fee 99,335.19
Per $50,000 original principal amount of the Notes 56.601248
(ix) Amount of payments to the Surety Provider in
reimbursement of prior draws under any Note
Surety Bond or the Certificate Surety Bond 0.00
(x) Aggregate amount of Realized losses for the
related Collection period 0.00
(xi) Aggregate amount received with respect to Financed
Student Loans for which Realized Losses were
allocated previously 0.00
(xii) (a) Amount of the distribution attributable to amounts
in the Reserve Account 0.00
(b) Amount of any other withdrawals from the Reserve
Account for such Distribution Date 0.00
(c) Amount in the Reserve Account 0.00
(xiii) Amount of any draw required to be made under a Note
Surety bond (together with any other information required
to make such draw) 0.00
(xiv) (a) Portion (if any) of the distribution attributable
to amounts on deposit in the Pre-Funding Account 0.00
(b) Amount in the Pre-Funding Account 244.03
(xv) Aggregate amount, if any, paid by the Eligible Lender Trustee
for Additional Financed Student Loans during the preceding
collection period 0.00
(xvi) Amount in the Pre-Funding Account at the end of the Funding
Period to be distributed as a payment of principal in respect of:
(a) CLASS A-1 NOTES 0.00
(b) CLASS A-1 NOTES (Only if Class____ Notes
have been paid in full) 0.00
(xvii) Aggregate amount (if any) paid for Financed Student Loans during
the preceding collection period 0.00
(xviii) As of the end of the preceding Collection Period:
(a) Number of Financed Student Loans that are
30 to 60 days Delinquent 16,857,699.97
(b) Number of Financed Student Loans that are
61 to 90 day Delinquent 5,019,187.65
(c) Number of Financed Student Loans that are
91 to 180 days Delinquent 7,353,033.85
(d) Number of Financed Student Loans that are
more than 181 days Delinquent 1,794,024.07
(e) Number of Financed Student Loans for which
claims have been filed with the appropriate
Guarantor and which are awaiting payment 2,162,309.60
(xix) Parity Percentage Numerator 905,094,012.16
as of 12/31/98 Denominator 912,680,252.29 99.17%
(xx) Excess of amounts deposited into the Collection
Account with respect to the sale by the Trust of
Serial Loans over the aggregate Purchase amount
of such loans (such excess to be distributed to
Student Holdings) 0.00
(xxi) Amount of Additional Principal Payments, if any, made on
such Distribution Date 0.00
The Money Store, Inc.
By: /s/ JAMES RANSOM
------------------------------
James Ransom
Chief Accounting Officer
<PAGE>
TRANS-WORLD INSURANCE COMPANY
2840 MORRIS AVENUE
UNION, NJ 07083
CLASSNOTES TRUST 1997 - 1
CLASS A-5 Year End Statement for Series 1997 - 2
12/31/98
(i) Amount of Principal being paid or distributed in
respect of the Notes
CLASS A-5 NOTES 0.00
Per $50,000 original principal amount of the Notes 0.000000
(ii) Amount of Interest being paid or distributed in respect of the
Notes
CLASS A-5 NOTES 3,193,837.50
Per $50,000 original principal amount of the
Notes 2,777.250000
(iii) (A) Amount of Noteholders' Auction Rate Interest Carryover being
paid or distributed in respect of the Notes
CLASS A-5 NOTES 0.00
Per $50,000 original principal amount of the
Notes 0.000000
(B) Remaining Amount of Noteholders' Auction Rate Interest
Carryover to be paid or distributed in respect of the Notes
CLASS A-5 NOTES 0.00
Per $50,000 original principal amount of the
Notes 0.000000
(iv) Pool Balance at end of preceding Collection Period 852,965,980.12
(v) Outstanding Principal amount after giving effect to
distributions on this Note Distribution Date:
CLASS A-5 NOTES 57,500,000.00
(vi) Applicable Interest Rate:
(a) In general:
1. Auction Rate for the prior Interest Period:
CLASS A-5 NOTES
PERIOD 1 5.600000%
PERIOD 2 5.620000%
PERIOD 3 5.370000%
CURRENT RATE (Based on Auction) 5.390000%
2. NET LOAN RATE
PERIOD 1 6.540400%
PERIOD 2 6.270000%
PERIOD 3 6.230000%
(vii) (a) Service Fee for related Collection Period 228,070.04
Per $50,000 original principal amount of
the Notes 198.321774
(b) Service Fee Carryover for related Collection Period
1. Distributed 0.00
Per $50,000 original principal amount of
the Notes 0.000000
2. Remaining Balance 0.00
Per $50,000 original principal amount of
the Notes 0.000000
(viii) Amount of Fees for related Collection Period:
1. Administration Fee 7,906.25
Per $50,000 original principal amount of the Notes 6.875000
2. Auction Agent Fee 297,519.42
Per $50,000 original principal amount of the Notes 258.712539
3. Indenture Trustee Fee 0.00
Per $50,000 original principal amount of the Notes 0.000000
4. Eligible Lender Trustee Fee 1,561.59
Per $50,000 original principal amount of the Notes 1.357904
5. Surety Provider Fee 43,699.98
Per $50,000 original principal amount of the Notes 37.999983
(ix) Amount of payments to the Surety Provider in
reimbursement of prior draws under any Note
Surety Bond or the Certificate Surety Bond 0.00
(x) Aggregate amount of Realized losses for the
related Collection period 0.00
(xi) Aggregate amount received with respect to Financed
Student Loans for which Realized Losses were
allocated previously 0.00
(xii) (a) Amount of the distribution attributable to amounts
in the Reserve Account 0.00
(b) Amount of any other withdrawals from the Reserve
Account for such Distribution Date 0.00
(c) Amount in the Reserve Account 0.00
(xiii) Amount of any draw required to be made under a Note Surety
bond (together with any other information required to make
such draw) 0.00
(xiv) (a) Portion (if any) of the distribution attributable to
amounts on deposit in the Pre-Funding Account 0.00
(b) Amount in the Pre-Funding Account 244.03
(xv) Aggregate amount, if any, paid by the Eligible Lender Trustee
for Additional Financed Student Loans during the preceding
collection period 0.00
(xvi) Amount in the Pre-Funding Account at the end of the Funding Period to be
distributed as a payment of principal in respect of:
(a) CLASS A-1 NOTES 0.00
(b) CLASS A-1 NOTES (Only if Class____ Notes
have been paid in full) 0.00
(xvii) Aggregate amount (if any) paid for Financed Student Loans
during the preceding collection period 0.00
(xviii) As of the end of the preceding Collection Period:
(a) Number of Financed Student Loans that are
30 to 60 days Delinquent 16,857,699.97
(b) Number of Financed Student Loans that are
61 to 90 days Delinquent 5,019,187.65
(c) Number of Financed Student Loans that are
91 to 180 days Delinquent 7,353,033.85
(d) Number of Financed Student Loans that are
more than 181 days Delinquent 1,794,024.07
(e) Number of Financed Student Loans for which
claims have been filed with the appropriate
Guarantor and which are awaiting payment 2,162,309.60
(xix) Parity Percentage Numerator 905,094,012.16
as of 12/31/98 Denominator 912,680,252.29 99.17%
(xx) Excess of amounts deposited into the Collection
Account with respect to the sale by the Trust of
Serial Loans over the aggregate Purchase amount
of such loans (such excess to be distributed to
Student Holdings) 0.00
(xxi) Amount of Additional Principal Payments, if any, made on
such Distribution Date 0.00
The Money Store, Inc.
By: /s/ JAMES RANSOM
------------------------------
James Ransom
Chief Accounting Officer
<PAGE>
TRANS-WORLD INSURANCE COMPANY
2840 MORRIS AVENUE
UNION, NJ 07083
CLASSNOTES TRUST 1997 - 1
CLASS A-6 Year End Statement for Series 1997 - 2
12/31/98
(i) Amount of Principal being paid or distributed in
respect of the Notes
CLASS A-6 NOTES 0.00
Per $50,000 original principal amount of the Notes 0.000000
(ii) Amount of Interest being paid or distributed in respect
of the Notes
CLASS A-6 NOTES 3,254,883.32
Per $50,000 original principal amount of
the Notes 2,830.333322
(iii) (A) Amount of Noteholders' Auction Rate Interest
Carryover being paid or distributed in respect
of the Notes
CLASS A-6 NOTES 0.00
Per $50,000 original principal amount of the
Notes 0.000000
(B) Remaining Amount of Noteholders' Auction Rate
Interest Carryover to be paid or distributed in
respect of the Notes
CLASS A-6 NOTES 0.00
Per $50,000 original principal amount of
the Notes 0.000000
(iv) Pool Balance at end of preceding Collection Period 852,965,980.12
(v) Outstanding Principal amount after giving effect to
distributions on this Note Distribution Date:
CLASS A-6 NOTES 57,500,000.00
(vi) Applicable Interest Rate:
(a) In general:
1. Auction Rate for the prior Interest Period:
CLASS A-6 NOTES
PERIOD 1 5.600000%
PERIOD 2 5.400000%
PERIOD 3 5.450000%
CURRENT RATE (Based on Auction) 5.300000%
2. NET LOAN RATE
PERIOD 1 6.540400%
PERIOD 2 6.270000%
PERIOD 3 6.230000%
(vii) (a) Service Fee for related Collection Period 228,070.04
Per $50,000 original principal amount of the Notes 198.321774
(b) Service Fee Carryover for related Collection Period
1. Distributed 0.00
Per $50,000 original principal amount of
the Notes 0.000000
2. Remaining Balance 0.00
Per $50,000 original principal amount of
the Notes 0.000000
(viii) Amount of Fees for related Collection Period:
1. Administration Fee 7,546.88
Per $50,000 original principal amount of
the Notes 6.562504
2. Auction Agent Fee 0.00
Per $50,000 original principal amount of
the Notes 0.000000
3. Indenture Trustee Fee 20,150.00
Per $50,000 original principal amount of
the Notes 17.521739
4. Eligible Lender Trustee Fee 1,561.59
Per $50,000 original principal amount of
the Notes 1.357904
5. Surety Provider Fee 43,699.98
Per $50,000 original principal amount of
the Notes 37.999983
(ix) Amount of payments to the Surety Provider in
reimbursement of prior draws under any Note
Surety Bond or the Certificate Surety Bond 0.00
(x) Aggregate amount of Realized losses for the
related Collection period 0.00
(xi) Aggregate amount received with respect to Financed
Student Loans for which Realized Losses were
allocated previously 0.00
(xii) (a) Amount of the distribution attributable to amounts
in the Reserve Account 0.00
(b) Amount of any other withdrawals from the Reserve
Account for such Distribution Date 0.00
(c) Amount in the Reserve Account 0.00
(xiii) Amount of any draw required to be made under a Note Surety bond
(together with any other information required to make such draw) 0.00
(xiv) (a) Portion (if any) of the distribution attributable
to amounts on deposit in the Pre-Funding Account 0.00
(b) Amount in the Pre-Funding Account 244.03
(xv) Aggregate amount, if any, paid by the Eligible Lender
Trustee for Additional Financed Student Loans during
the preceding collection period 0.00
(xvi) Amount in the Pre-Funding Account at the end of the
Funding Period to be distributed as a payment of principal
in respect of:
(a) CLASS A-1 NOTES 0.00
(b) CLASS A-1 NOTES (Only if Class____ Notes
have been paid in full) 0.00
(xvii) Aggregate amount (if any) paid for Financed Student Loans
during the preceding collection period 0.00
(xviii) As of the end of the preceding Collection Period:
(a) Number of Financed Student Loans that are 30 to
60 days Delinquent 16,857,699.97
(b) Number of Financed Student Loans that are 61 to
90 days Delinquent 5,019,187.65
(c) Number of Financed Student Loans that are 91 to
180 days Delinquent 7,353,033.85
(d) Number of Financed Student Loans that are
more than 181 days Delinquent 1,794,024.07
(e) Number of Financed Student Loans for which
claims have been filed with the appropriate
Guarantor and which are awaiting payment 2,162,309.60
(xix) Parity Percentage Numerator 905,094,012.16
as of 12/31/98 Denominator 912,680,252.29 99.17%
(xx) Excess of amounts deposited into the Collection
Account with respect to the sale by the Trust of
Serial Loans over the aggregate Purchase amount
of such loans (such excess to be distributed to
Student Holdings) 0.00
(xxi) Amount of Additional Principal Payments, if any, made on
such Distribution Date 0.00
The Money Store, Inc.
By: /s/ JAMES RANSOM
------------------------------
James Ransom
Chief Accounting Officer
<PAGE>
TRANS-WORLD INSURANCE COMPANY
2840 MORRIS AVENUE
UNION, NJ 07083
CLASSNOTES TRUST 1997 - 1
CERTIFICATE 2 Year End Statement for Series 1997 - 2
12/31/98
(i) Amount of Principal being paid or distributed in
respect of the Certificates 0.00
Per $50,000 original principal amount of the Certificates 0.000000
(ii) Amount of Interest being paid or distributed in respect of
the Certificates 5,781,183.38
Per $50,000 original principal amount of the
Certificates 19,270.611267
(iii) (A) Amount of Certificateholders' Auction Rate
Interest Carryover being paid or distributed
in respect of the Certificates 0.00
Per $50,000 original principal amount of the
Certificates 0.000000
(B) Remaining Amount of Certificateholders' Auction
Rate Interest Carryover being paid or distributed
in respect of the Certificates 0.00
Per $50,000 original principal amount of the
Certificates 0.000000
(iv) Financed Student Loan Pool Balance at end of
preceding Collection Period 852,965,980.12
(v) After giving effect to distributions on this
Certificate Distribution Date:
(a) Outstanding Principal Amount of Class A-1 Notes 76,900,000.00
(b) Outstanding Principal Amount of Class A-2 Notes 93,000,000.00
(c) Outstanding Principal Amount of Class A-3 Notes 95,000,000.00
(d) Outstanding Principal Amount of Class A-4 Notes 87,748,000.00
(e) Outstanding Principal Amount of Class A-5 Notes 57,500,000.00
(f) Outstanding Principal Amount of Class A-6 Notes 57,500,000.00
(g) Outstanding Principal Amount of Class A-7 Notes 100,000,000.00
(h) Outstanding Principal Amount of Class A-8 Notes 100,000,000.00
(i) Outstanding Principal Amount of Class A-9 Notes 100,000,000.00
(j) Outstanding Principal Amount of Class A-10 Notes 110,000,000.00
(k) Outstanding Class 1 Certificate Principal Balance 18,000,000.00
(l) Outstanding Class 2 Certificate Principal Balance 15,000,000.00
(vi) Applicable Interest Rate:
(a) In general:
1. Auction Rate (A-1) for the prior Interest Period: 5.3000%
2. The Net Loan Rate: 6.2300%
(b) Certificate Rate: Auction Rate 5.4500%
(c) Amount of Interest that would have been paid
on such Certificate Distribution Date if Interest
was calculated instead based on the Net Loan Rate 0.00
(vii) (a) Service Fee for related Collection Period 59,496.54
Per $50,000 original principal amount of the
Certificates 198.321800
(b) Service Fee Carryover for related Collection Period
1. Distributed 0.00
Per $50,000 original principal amount of the
Certificates 0.000000
2. Remaining Balance 0.00
Per $50,000 original principal amount of the
Certificates 0.000000
(viii) Amount of Transaction Fees for related Collection Period
(Funded from Expense Account)
1. Administration Fee 2,062.50
Per $50,000 original principal amount of
the Certificates 6.875000
2. Auction Agent Fee 0.00
Per $50,000 original principal amount of the
Certificates 0.000000
3. Indenture Trustee Fee 0.00
Per $50,000 original principal amount of the
Certificates 0.000000
4. Eligible Lender Trustee Fee 407.38
Per $50,000 original principal amount of the
Certificates 1.357933
5. Surety Provider Fee 11,399.98
Per $50,000 original principal amount of the
Certificates 37.999933
(ix) Amount of payments to the Surety Provider in
reimbursement of prior draws under any Note
Surety Bond or the Certificate Surety Bond 0.00
(x) Aggregate amount of Realized losses for the
related Collection period 0.00
(xi) Aggregate amount received with respect to Financed
Student Loans for which Realized were allocated previously 0.00
(xii) Amount in Reserve Account 0.00
(xiii) Amount of any draw required to be made under the
Certificate Surety Bond (together with any other
information required to make such draw) 0.00
(xiv) Amount in the Pre-Funding Account 244.03
(xv) Parity Percentage 12/31/98 99.17%
(xvi) Excess of amounts deposited into the Collection
Account with respect to the sale by the Trust of
Serial Loans over the aggregate Purchase amount
of such loans (such excess to be distributed to
Student Holdings) 0.00
The Money Store, Inc.
By: /s/ JAMES RANSOM
------------------------------
James Ransom
Chief Accounting Officer
<PAGE>
OUTSTANDING SHARES:
Note Title # Shares
--------------------------------
Class A-4 1755
Class A-5 1150
Class A-6 1150
Cert 2 300
NET LOAN RATES:
Period Rate:
-----------------------
1 6.5404%
2 6.2700%
3 6.2300%
OTHER COMMON DATA:
Pool Balance at end of preceding Period 852,965,980.12
Reserve Account Balance (xii)(c) 0.00
Amount in the Pre-Funding Acct (xiv)(b) 244.03
Excess of Amounts.... (xx) 0.00
Parity Percentage Date: 12/31/98
Numerator 905,094,012.16
Denominator 912,680,252.29
Delinquent Financed Student Loans (xviii)
30-60 Days 16,857,699.97
61-90 Days 5,019,187.65
91-180 Days 7,353,033.85
>180 Days 1,794,024.07
Claims have been filed 2,162,309.60
<PAGE>
TRANS-WORLD INSURANCE COMPANY
2840 MORRIS AVENUE
UNION, NJ 07083
CLASSNOTES TRUST 1997 - 1
CLASS A-7 Year End Statement for Series 1998 - 1
12/31/98
(i) Amount of Principal being paid or distributed in
respect of the Notes
CLASS A-7 NOTES 0.00
Per $50,000 original principal amount of the Notes 0.000000
(ii) Amount of Interest being paid or distributed in respect
of the Notes
CLASS A-7 NOTES 4,354,983.34
Per $50,000 original principal amount of the Notes 2,177.491670
(iii) (A) Amount of Noteholders' Auction Rate Interest
Carryover being paid or distributed in respect
of the Notes
CLASS A-7 NOTES 0.00
Per $50,000 original principal amount of the Notes 0.000000
(B) Remaining Amount of Noteholders' Auction Rate Interest
Carryover to be paid or distributed in respect of the Notes
CLASS A-7 NOTES 0.00
Per $50,000 original principal amount of the Notes 0.000000
(iv) Pool Balance at end of preceding Collection Period 852,965,980.12
(v) Outstanding Principal amount after giving effect to
distributions on this Note Distribution Date:
CLASS A-7 NOTES 100,000,000.00
(vi) Applicable Interest Rate:
(a) In general:
1. Auction Rate for the prior Interest Period:
CLASS A-7 NOTES
PERIOD 1 5.630000%
PERIOD 2 5.410000%
PERIOD 3 5.450000%
CURRENT RATE (Based on Auction) 5.320000%
2. NET LOAN RATE
PERIOD 1 6.540400%
PERIOD 2 6.270000%
PERIOD 3 6.230000%
(vii) (a) Service Fee for related Collection Period 316,857.84
Per $50,000 original principal amount of the Notes 158.428920
(b) Service Fee Carryover for related Collection Period
1. Distributed 0.00
Per $50,000 original principal amount of the Notes 0.000000
2. Remaining Balance 0.00
Per $50,000 original principal amount of the Notes 0.000000
(viii) Amount of Fees for related Collection Period:
1. Administration Fee 10,625.00
Per $50,000 original principal amount of
the Notes 5.312500
2. Auction Agent Fee 688,515.29
Per $50,000 original principal amount of
the Notes 344.257645
3. Indenture Trustee Fee 0.00
Per $50,000 original principal amount of
the Notes 0.000000
4. Eligible Lender Trustee Fee 1,976.62
Per $50,000 original principal amount of
the Notes 0.988310
5. Surety Provider Fee 57,555.57
Per $50,000 original principal amount of
the Notes 28.777785
(ix) Amount of payments to the Surety Provider in
reimbursement of prior draws under any Note
Surety Bond or the Certificate Surety Bond 0.00
(x) Aggregate amount of Realized losses for the
related Collection period 0.00
(xi) Aggregate amount received with respect to Financed
Student Loans for which Realized Losses were
allocated previously 0.00
(xii) (a) Amount of the distribution attributable to amounts
in the Reserve Account 0.00
(b) Amount of any other withdrawals from the Reserve
Account for such Distribution Date 0.00
(c) Amount in the Reserve Account 0.00
(xiii) Amount of any draw required to be made under a Note
Surety bond (together with any other information required
to make such draw) 0.00
(xiv) (a) Portion (if any) of the distribution attributable
to amounts on deposit in the Pre-Funding Account 0.00
(b) Amount in the Pre-Funding Account 244.03
(xv) Aggregate amount, if any, paid by the Eligible Lender
Trustee for Additional Financed Student Loans during
the preceding collection period 0.00
(xvi) Amount in the Pre-Funding Account at the end of the
Funding Period to be distributed as a payment of principal
in respect of:
(a) CLASS A-1 NOTES 0.00
(b) CLASS A-1 NOTES (Only if Class____ Notes
have been paid in full) 0.00
(xvii) Aggregate amount (if any) paid for Financed Student
Loans during the preceding collection period 0.00
(xviii) As of the end of the preceding Collection Period:
(a) Number of Financed Student Loans that are 30
to 60 days Delinquent 16,857,699.97
(b) Number of Financed Student Loans that are 61
to 90 days Delinquent 5,019,187.65
(c) Number of Financed Student Loans that are 91
to 180 days Delinquent 7,353,033.85
(d) Number of Financed Student Loans that are
more than 181 days Delinquent 1,794,024.07
(e) Number of Financed Student Loans for which
claims have been filed with the appropriate
Guarantor and which are awaiting payment 2,162,309.60
(xix) Parity Percentage Numerator 905,094,012.16
as of 12/31/98 Denominator 912,680,252.29 99.17%
(xx) Excess of amounts deposited into the Collection
Account with respect to the sale by the Trust of
Serial Loans over the aggregate Purchase amount
of such loans (such excess to be distributed to
Student Holdings) 0.00
(xxi) Amount of Additional Principal Payments, if any,
made on such Distribution Date 0.00
The Money Store, Inc.
By: /s/ JAMES RANSOM
------------------------------
James Ransom
Chief Accounting Officer
<PAGE>
TRANS-WORLD INSURANCE COMPANY
2840 MORRIS AVENUE
UNION, NJ 07083
CLASSNOTES TRUST 1997 - 1
CLASS A-8 Year End Statement for Series 1998 - 1 12/31/98
(i) Amount of Principal being paid or distributed in
respect of the Notes
CLASS A-8 NOTES 0.00
Per $50,000 original principal amount of
the Notes 0.000000
(ii) Amount of Interest being paid or distributed in
respect of the Notes
CLASS A-8 NOTES 4,071,861.12
Per $50,000 original principal amount of
the Notes 2,035.930560
(iii) (A) Amount of Noteholders' Auction Rate Interest
Carryover being paid or distributed in respect
of the Notes
CLASS A-8 NOTES 0.00
Per $50,000 original principal amount of
the Notes 0.000000
(B) Remaining Amount of Noteholders' Auction Rate
Interest Carryover to be paid or distributed in
respect of the Notes
CLASS A-8 NOTES 0.00
Per $50,000 original principal amount of
the Notes 0.000000
(iv) Pool Balance at end of preceding Collection Period 852,965,980.12
(v) Outstanding Principal amount after giving effect to
distributions on this Note Distribution Date:
CLASS A-8 NOTES 100,000,000.00
(vi) Applicable Interest Rate:
(a) In general:
1. Auction Rate for the prior Interest Period:
CLASS A-8 NOTES
PERIOD 1 5.620000%
PERIOD 2 5.500000%
PERIOD 3 5.500000%
CURRENT RATE (Based on Auction) 5.300000%
2. NET LOAN RATE
PERIOD 1 6.540400%
PERIOD 2 6.270000%
PERIOD 3 6.230000%
(vii) (a) Service Fee for related Collection Period 316,857.84
Per $50,000 original principal amount
of the Notes 158.428920
(b) Service Fee Carryover for related Collection Period
1. Distributed 0.00
Per $50,000 original principal amount of
the Notes 0.000000
2. Remaining Balance 0.00
Per $50,000 original principal amount of
the Notes 0.000000
(viii) Amount of Fees for related Collection Period:
1. Administration Fee 10,625.00
Per $50,000 original principal amount
of the Notes 5.312500
2. Auction Agent Fee 0.00
Per $50,000 original principal amount
of the Notes 0.000000
3. Indenture Trustee Fee 15,000.00
Per $50,000 original principal amount of
the Notes 7.500000
4. Eligible Lender Trustee Fee 1,976.62
Per $50,000 original principal amount of
the Notes 0.988310
5. Surety Provider Fee 57,555.57
Per $50,000 original principal amount of
the Notes 28.777785
(ix) Amount of payments to the Surety Provider in
reimbursement of prior draws under any Note
Surety Bond or the Certificate Surety Bond 0.00
(x) Aggregate amount of Realized losses for the
related Collection period 0.00
(xi) Aggregate amount received with respect to Financed
Student Loans for which Realized Losses were
allocated previously 0.00
(xii) (a) Amount of the distribution attributable to amounts
in the Reserve Account 0.00
(b) Amount of any other withdrawals from the Reserve
Account for such Distribution Date 0.00
(c) Amount in the Reserve Account 0.00
(xiii) Amount of any draw required to be made under a Note
Surety bond (together with any other information required
to make such draw) 0.00
(xiv) (a) Portion (if any) of the distribution attributable
to amounts on deposit in the Pre-Funding Account 0.00
(b) Amount in the Pre-Funding Account 244.03
(xv) Aggregate amount, if any, paid by the Eligible Lender
Trustee for Additional Financed Student Loans during the
preceding collection period 0.00
(xvi) Amount in the Pre-Funding Account at the end of the
Funding Period to be distributed as a payment of principal
in respect of:
(a) CLASS A-1 NOTES 0.00
(b) CLASS A-1 NOTES (Only if Class____ Notes
have been paid in full) 0.00
(xvii) Aggregate amount (if any) paid for Financed Student
Loans during the preceding collection period 0.00
(xviii) As of the end of the preceding Collection Period:
(a) Number of Financed Student Loans that are 30
to 60 days Delinquent 16,857,699.97
(b) Number of Financed Student Loans that are 61
to 90 days Delinquent 5,019,187.65
(c) Number of Financed Student Loans that are 91
to 180 days Delinquent 7,353,033.85
(d) Number of Financed Student Loans that are
more than 181 days Delinquent 1,794,024.07
(e) Number of Financed Student Loans for which
claims have been filed with the appropriate
Guarantor and which are awaiting payment 2,162,309.60
(xix) Parity Percentage Numerator 905,094,012.16
as of 12/31/98 Denominator 912,680,252.29 99.17%
(xx) Excess of amounts deposited into the Collection
Account with respect to the sale by the Trust of
Serial Loans over the aggregate Purchase amount
of such loans (such excess to be distributed to
Student Holdings) 0.00
(xxi) Amount of Additional Principal Payments, if any, made on
such Distribution Date 0.00
The Money Store, Inc.
By: /s/ JAMES RANSOM
------------------------------
James Ransom
Chief Accounting Officer
<PAGE>
TRANS-WORLD INSURANCE COMPANY
2840 MORRIS AVENUE
UNION, NJ 07083
CLASSNOTES TRUST 1997 - 1
CLASS A-9 Year End Statement for Series 1998 - 1 12/31/98
(i) Amount of Principal being paid or distributed in
respect of the Notes
CLASS A-9 NOTES 0.00
Per $50,000 original principal amount of the Notes 0.000000
(ii) Amount of Interest being paid or distributed in respect of the
Notes
CLASS A-9 NOTES 3,487,138.88
Per $50,000 original principal amount of the Notes 1,743.569440
(iii) (A) Amount of Noteholders' Auction Rate Interest Carryover being
paid or distributed in respect of the Notes
CLASS A-9 NOTES 0.00
Per $50,000 original principal amount of the Notes 0.000000
(B) Remaining Amount of Noteholders' Auction Rate Interest
Carryover to be paid or distributed in respect of the Notes
CLASS A-9 NOTES 0.00
Per $50,000 original principal amount of the Notes 0.000000
(iv) Pool Balance at end of preceding Collection Period 852,965,980.12
(v) Outstanding Principal amount after giving effect to
distributions on this Note Distribution Date:
CLASS A-9 NOTES 100,000,000.00
(vi) Applicable Interest Rate:
(a) In general:
1. Auction Rate for the prior Interest Period:
CLASS A-9 NOTES
PERIOD 1 5.620000%
PERIOD 2 5.660000%
PERIOD 3 5.530000%
CURRENT RATE (Based on Auction) 5.400000%
2. NET LOAN RATE
PERIOD 1 6.540400%
PERIOD 2 6.270000%
PERIOD 3 6.230000%
(vii) (a) Service Fee for related Collection Period 316,857.84
Per $50,000 original principal amount of the Notes 158.428920
(b) Service Fee Carryover for related Collection Period
1. Distributed 0.00
Per $50,000 original principal amount of
the Notes 0.000000
2. Remaining Balance 0.00
Per $50,000 original principal amount of
the Notes 0.000000
(viii) Amount of Fees for related Collection Period:
1. Administration Fee 10,625.00
Per $50,000 original principal amount of
the Notes 5.312500
2. Auction Agent Fee 0.00
Per $50,000 original principal amount of
the Notes 0.000000
3. Indenture Trustee Fee 5,279.75
Per $50,000 original principal amount of
the Notes 2.639875
4. Eligible Lender Trustee Fee 1,976.62
Per $50,000 original principal amount of
the Notes 0.988310
5. Surety Provider Fee 57,555.57
Per $50,000 original principal amount of
the Notes 28.777785
(ix) Amount of payments to the Surety Provider in
reimbursement of prior draws under any Note
Surety Bond or the Certificate Surety Bond 0.00
(x) Aggregate amount of Realized losses for the
related Collection period 0.00
(xi) Aggregate amount received with respect to Financed
Student Loans for which Realized Losses were
allocated previously 0.00
(xii) (a) Amount of the distribution attributable to amounts
in the Reserve Account 0.00
(b) Amount of any other withdrawals from the Reserve
Account for such Distribution Date 0.00
(c) Amount in the Reserve Account 0.00
(xiii) Amount of any draw required to be made under a
Note Surety bond (together with any other information
required to make such draw) 0.00
(xiv) (a) Portion (if any) of the distribution attributable
to amounts on deposit in the Pre-Funding Account 0.00
(b) Amount in the Pre-Funding Account 244.03
(xv) Aggregate amount, if any, paid by the Eligible
Lender Trustee for Additional Financed Student Loans
during the preceding collection period 0.00
(xvi) Amount in the Pre-Funding Account at the end of the
Funding Period to be distributed as a payment of
principal in respect of:
(a) CLASS A-1 NOTES 0.00
(b) CLASS A-1 NOTES (Only if Class____ Notes
have been paid in full) 0.00
(xvii) Aggregate amount (if any) paid for Financed Student
Loans during the preceding collection period 0.00
(xviii) As of the end of the preceding Collection Period:
(a) Number of Financed Student Loans that are 30
to 60 days Delinquent 16,857,699.97
(b) Number of Financed Student Loans that are 61
to 90 days Delinquent 5,019,187.65
(c) Number of Financed Student Loans that are 91
to 180 days Delinquent 7,353,033.85
(d) Number of Financed Student Loans that are
more than 181 days Delinquent 1,794,024.07
(e) Number of Financed Student Loans for which
claims have been filed with the appropriate
Guarantor and which are awaiting payment 2,162,309.60
(xix) Parity Percentage Numerator 905,094,012.16
as of 12/31/98 Denominator 912,680,252.29 99.17%
(xx) Excess of amounts deposited into the Collection
Account with respect to the sale by the Trust of
Serial Loans over the aggregate Purchase amount
of such loans (such excess to be distributed to
Student Holdings) 0.00
(xxi) Amount of Additional Principal Payments, if any, made on
such Distribution Date 0.00
The Money Store, Inc.
By: /s/ JAMES RANSOM
------------------------------
James Ransom
Chief Accounting Officer
<PAGE>
TRANS-WORLD INSURANCE COMPANY
2840 MORRIS AVENUE
UNION, NJ 07083
CLASSNOTES TRUST 1997 - 1
CLASS A-10 Year End Statement for Series 1998-1 12/31/98
(i) Amount of Principal being paid or distributed in
respect of the Notes
CLASS A-10 NOTES 0.00
Per $50,000 original principal amount of
the Notes 0.000000
(ii) Amount of Interest being paid or distributed in respect
of the Notes
CLASS A-10 NOTES 4,691,225.00
Per $50,000 original principal amount of
the Notes 2,132.375000
(iii) (A) Amount of Noteholders' Auction Rate Interest
Carryover being paid or distributed in respect
of the Notes
CLASS A-10 NOTES 0.00
Per $50,000 original principal amount of
the Notes 0.000000
(B) Remaining Amount of Noteholders' Auction Rate
Interest Carryover to be paid or distributed in
respect of the Notes
CLASS A-10 NOTES 0.00
Per $50,000 original principal amount of
the Notes 0.000000
(iv) Pool Balance at end of preceding Collection Period 852,965,980.12
(v) Outstanding Principal amount after giving effect to
distributions on this Note Distribution Date:
CLASS A-10 NOTES 110,000,000.00
(vi) Applicable Interest Rate:
(a) In general:
1. Auction Rate for the prior Interest Period:
CLASS A-10 NOTES
PERIOD 1 5.640000%
PERIOD 2 5.630000%
PERIOD 3 5.450000%
CURRENT RATE (Based on Auction) 5.350000%
2. NET LOAN RATE
PERIOD 1 6.540400%
PERIOD 2 6.270000%
PERIOD 3 6.230000%
(vii) (a) Service Fee for related Collection Period 348,544.04
Per $50,000 original principal amount of
the Notes 158.429109
(b) Service Fee Carryover for related Collection Period
1. Distributed 0.00
Per $50,000 original principal amount of
the Notes 0.000000
2. Remaining Balance 0.00
Per $50,000 original principal amount of
the Notes 0.000000
(viii) Amount of Fees for related Collection Period:
1. Administration Fee 11,687.50
Per $50,000 original principal amount
of the Notes 5.312500
2. Auction Agent Fee 0.00
Per $50,000 original principal amount
of the Notes 0.000000
3. Indenture Trustee Fee 0.00
Per $50,000 original principal amount
of the Notes 0.000000
4. Eligible Lender Trustee Fee 2,174.29
Per $50,000 original principal amount
of the Notes 0.988314
5. Surety Provider Fee 63,311.11
Per $50,000 original principal amount
of the Notes 28.777777
(ix) Amount of payments to the Surety Provider in
reimbursement of prior draws under any Note
Surety Bond or the Certificate Surety Bond 0.00
(x) Aggregate amount of Realized losses for the
related Collection period 0.00
(xi) Aggregate amount received with respect to Financed
Student Loans for which Realized Losses were
allocated previously 0.00
(xii) (a) Amount of the distribution attributable to amounts
in the Reserve Account 0.00
(b) Amount of any other withdrawals from the Reserve
Account for such Distribution Date 0.00
(c) Amount in the Reserve Account 0.00
(xiii) Amount of any draw required to be made under a
Note Surety bond (together with any other information
required to make such draw) 0.00
(xiv) (a) Portion (if any) of the distribution attributable
to amounts on deposit in the Pre-Funding Account 0.00
(b) Amount in the Pre-Funding Account 244.03
(xv) Aggregate amount, if any, paid by the Eligible Lender
Trustee for Additional Financed Student Loans during
the preceding collection period 0.00
(xvi) Amount in the Pre-Funding Account at the end of the
Funding Period to be distributed as a payment of principal
in respect of:
(a) CLASS A-1 NOTES 0.00
(b) CLASS A-1 NOTES (Only if Class____ Notes
have been paid in full) 0.00
(xvii) Aggregate amount (if any) paid for Financed Student
Loans during the preceding collection period 0.00
(xviii) As of the end of the preceding Collection Period:
(a) Number of Financed Student Loans that are 30
to 60 days Delinquent 16,857,699.97
(b) Number of Financed Student Loans that are 61
to 90 days Delinquent 5,019,187.65
(c) Number of Financed Student Loans that are 91
to 180 days Delinquent 7,353,033.85
(d) Number of Financed Student Loans that are
more than 181 days Delinquent 1,794,024.07
(e) Number of Financed Student Loans for which
claims have been filed with the appropriate
Guarantor and which are awaiting payment 2,162,309.60
(xix) Parity Percentage Numerator 905,094,012.16
as of 12/31/98 Denominator 912,680,252.29 99.17%
(xx) Excess of amounts deposited into the Collection
Account with respect to the sale by the Trust of
Serial Loans over the aggregate Purchase amount
of such loans (such excess to be distributed to
Student Holdings) 0.00
(xxi) Amount of Additional Principal Payments, if any, made on
such Distribution Date 0.00
The Money Store, Inc.
By: /s/ JAMES RANSOM
------------------------------
James Ransom
Chief Accounting Officer
<PAGE>
OUTSTANDING SHARES:
Note Title # Shares
----------------------------------
Class A-7 2000
Class A-8 2000
Class A-9 2000
Class A-10 2200
NET LOAN RATES:
Period Rate:
-------------------------
1 6.5404%
2 6.2700%
3 6.2300%
OTHER COMMON DATA:
Pool Balance at end of preceding Period 852,965,980.12
Reserve Account Balance (xii)(c) 0.00
Amount in the Pre-Funding Acct (xiv)(b) 244.03
Excess of Amounts.... (xx) 0.00
Parity Percentage Date: 12/31/98
Numerator 905,094,012.16
Denominator 912,680,252.29
Delinquent Financed Student Loans (xviii)
30-60 Days 16,857,699.97
61-90 Days 5,019,187.65
91-180 Days 7,353,033.85
>180 Days 1,794,024.07
Claims have been filed 2,162,309.60
EXHIBIT 20
OFFICER'S CERTIFICATE
I, James Ransom, Chief Accounting Officer of Trans-World Insurance Company
d/b/a Educaid, an Arizona corporation (the "Company") do hereby certify that:
1. The Company (as Master Servicer and Administrator under the following
Sale and Servicing Agreements):
A. Educaid Student Loan Trust 1994-I, Asset Backed Notes Series 1994-1
First Supplemental Sales and Servicing Agreement Dated as of May 2,
1994;
B. Educaid Student Loan Trust 1994-I, Asset Backed Notes Series 1994-2
Second Supplemental Sales and Servicing Agreement Dated as of December
22, 1994;
C. ClassNotes Trust 1995-I, f/k/a Education Loan Alliance, Asset Backed
Notes Series Series 1995-1, Sales and Servicing Agreement dated March
17, 1995;
D. ClassNotes Trust 1995-I, Asset Backed Notes Series 1995-2, first
Supplemental Sales and Servicing Agreement dated December 31, 1995;
E. ClassNotes Trust 1995-I, Asset Backed Notes Series 1996-1, Second
Supplemental Sales and Servicing Agreement dated March 27, 1996;
F. ClassNotes Trust 1995-I, Asset Backed Notes Series 1996-2, Third
Supplemental Sales and Servicing Agreement dated December 27, 1996.
G. ClassNotes Trust 1997-I, Asset Backed Notes Series 1997-1, first
Supplemental Sales and Servicing Agreement dated February 27, 1997.
H. ClassNotes Trust 1997-I, Asset Backed Notes Series 1997-2, Second
Supplemental Sales and Servicing Agreement dated December 24, 1997.
I. ClassNotes Trust 1998-I, Asset Backed Notes Series 1998-1, Third
Supplemental Sales and Servicing Agreement dated March 17, 1998
has fulfilled all of its obligations pursuant to the above-referenced
agreements, as described in Section 4.8 (annual Statement as to Compliance;
Notice of Default) for the period of January 1, 1998 through December 31, 1998,
and for those transactions which closed in 1998, from their closing dates
through December 31, 1998.
The Company has provided this Officer's Certificate to those parties listed
in Section 4.8 of the respective Sale and Purchase Agreements.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
March 25, 1999.
By: /s/ JAMES RANSOM
------------------------------
James Ransom
Chief Accounting Officer
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Ambac Assurance Corporation
We consent to the incorporation by reference in the 1998 Form 10-K of the Money
Store Inc. (the "Registrant") on behalf of ClassNotes Trust 1997-2, Series
1997-2, of our report dated January 27, 1999 on the consolidated financial
statements of Ambac Assurance Corporation and subsidiaries as of December 31,
1998 and 1997, and for each of the years in the three year period ended December
31, 1998, which report appears in the Form 8-K of Ambac Financial Group, Inc.,
dated March 24, 1999.
/s/ KPMG
New York, New York
March 30, 1999
