-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LZ9ljEGqWhd/a29V1uxvvVaGiCs/tOb6e0Avr8KML9GEDXHmFqVCpO3IYH+VU/ti YHijW6wzZXRyVyOdfljcXw== 0000950130-97-001380.txt : 19970401 0000950130-97-001380.hdr.sgml : 19970401 ACCESSION NUMBER: 0000950130-97-001380 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970331 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MONEY STORE TRUST 1996-C CENTRAL INDEX KEY: 0001023850 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 223217781 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-98734-02 FILM NUMBER: 97568749 BUSINESS ADDRESS: STREET 1: 2840 MORRIS AVE STREET 2: C/O MONEY STORE INC CITY: UNION STATE: NJ ZIP: 07083 BUSINESS PHONE: 9086862000 MAIL ADDRESS: STREET 1: 2840 MORRIS AVENUE CITY: UNION STATE: NJ ZIP: 07083 10-K 1 FORM 10-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [No Fee Required] For the fiscal year ended December 31, 1996 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 [No Fee Required] For the transition period from to Commission file number 33-98734 The Money Store Inc.(as Representative under a Pooling and Servicing Agreement dated as of August 31, 1996 providing for the issuance of TMS Asset Backed Certificates, Series 1996-C) and each of the Originators listed on Schedule A attached hereto. The Money Store Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) New Jersey 68-0394265 ------------------------- ---------- (State or other jurisdiction (I.R.S. Employer of incorporation or Identification No.) organization) 2840 Morris Avenue, Union, NJ 07083 - --------------------------------------- ---------- (Address of principal executive offices (Zip Code) 908-686-2000 --------------------------------- (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class 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 twelve 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 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 CORPORATION FINANCING, DATED JUNE 18, 1993 AND THE RESPONSE OF THE SEC DATED AUGUST 4, 1993 TO THE NO-ACTION REQUEST. 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 June 18, 1993 and the response of the SEC dated August 4, 1993 to the no- action request. Item 2. PROPERTIES ---------- Reference is made to the Annual Compliance Certificate attached as Exhibit 20 hereto. Reference is made to the Annual Statement attached as Exhibit 13 hereto. Item 3. LEGAL PROCEEDINGS ----------------- NONE Item 4. SUBMISSION OF MATTERS TO 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 January 31,1997: 66 . --- 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 June 18, 1993 and the response of the SEC dated August 4, 1993 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 Corporation Finance" dated June 18, 1993 and the response of the SEC dated August 4, 1993 to the no- action request. Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ------------------------------------------- Reference is made to the Annual Compliance Certificate attached as Exhibit 20 hereto. 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 Corporation Finance" dated June 18, 1993 and the response of the SEC dated August 4, 1993 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 Corporation Finance" dated June 18, 1993 and the response of the SEC dated August 4, 1993 to the no- action request. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT -------------------------------------------------------------- The following information is furnished as of January 31, 1997 as to each Certificateholder of record of more than 5% of the Certificates:
Title of Class Name and Address Amount of % of of Beneficial Owner Notes of Class Beneficial Owner TMS Home Equity Loan Asset-Backed Bank of New York 5,750,000 12 Certificates, Series 1996-C, Class A-11 925 Patterson Plank Road Secaucus, NJ 07094 LBI- Lehman Government 5,180,000 11 Securities Inc. 200 Vesey Street New York, NY 10285 Nomura International Trust 4,400,000 9 Company Incorporated 10 Exchange Place Jersey City, NJ 07302 Northern Trust Co. - Trust 2,823,000 6 801 S. Canal C-In Chicago, IL 60607 SSB-Custodian 7,502,000 16 Global Proxy Unit, A5NW P.O. Box 1631 Boston, MA 02105-1631 Title of Class Name and Address of Amount of % of Beneficial Owner Notes of Class Beneficial Owner Wachovia Bank of Georgia, 2,300,000 5 N.A. 100 N. Main Street, MC37121 Winston-Salem, NC 27150 TMS Home Equity Loan Asset-Backed Bankers Trust 16,500,000 74 Certificates, Series 1995-C, Class A-12 c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211 SSB-Custodian 5,000,000 2 Global Proxy Unit, A5NW P.O. Box 1631 Boston, MA 02105-1631
TMS Home Equity Loan Asset-Backed Bank of New York 4,000,000 19 Certificates, Series 1996-C, Class A-13 925 Patterson Plank Road Secaucus, NJ 07094 Bankers Trust 6,227,000 30 c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211 Boston Safe Deposit & 2,200,000 11 Trust Co. c/o ADP Proxy Services 51 Mercedes Way Edgewood, NY 11717 Chase Manhattan Bank 1,200,000 6 Two Chase Manhattan Plaza, 5th Floor New York, NY 10081 Citicorp Services, Inc. 4,000,000 19 P.O. Box 30576 Tampa, FL 33630-3576 First Bank, N.A. 3,000,000 15 c/o ICE Proxy Services 71 Executive Blvd. Farmingdale, NY 11735 TMS Home Equity Loan Asset-Backed Bank of New York 2,800,000 11 Certificates, Series 1996-C, Class A-14 925 Patterson Plank Road Secaucus, NJ 07094 Bankers Trust 6,918,000 28 c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211 Title of Class Name and Address of Amount of % of Beneficial Owner Notes of Class Beneficial Owner Citicorp Services, Inc. 10,000,000 40 P.O. Box 30576 Tampa, FL 33630-3576 SSB-Custodian 3,850,000 15 c/o ADP Proxy Services 51 Mercedes Way Edgewood, NY 11717 Wells Fargo Bank, National 1,350,000 5 Association 26610 West Agoura Road Calabasas, CA 91302
TMS Home Equity Loan Asset-Backed Bankers Trust 6,340,000 25 Certificates, Series 1996-C, Class A-15 c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211 Chase Manhattan Bank 3,500,000 14 Two Chase Manhattan Plaza, 5th Floor New York, NY 10081 NBD Bank 6,000,000 17 611 Woodward Avenue Detroit, MI 48226 Bankers Trust 20,000,000 14 c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211 NBD Bank 5,000,000 20 611 Woodward Avenue Detroit, MI 48226 Northern Trust Co. - Trust 6,450,000 26 801 S. Canal C-In Chicago, IL 60607 Wells Fargo Bank, National 2,000,000 8 Association 26610 West Agoura Road Calabasas, CA 91302
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 June 18, 1993 and the response of the SEC dated August 4, 1993 to the no-action request. PART IV ------- Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K ---------------------------------------------------------------- 1. The consolidated financial statements of MBIA Insurance Corporation )the surety provider for TMS Home Equity Loan Asset Backed Certificates, Series 1996-C) and subsidiaries contained in the annual report on form 10-k for the year ended December 31, 1996 which has been filed with the SEC by MBIA Inc. on March 27th, 1997 is hereby incorporated herein by reference. 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, and attached as Exhibit 99 hereto. (b)-(d) Omitted pursuant to the "Request for no-action letter forwarded to the Office of Chief Counsel Division of Corporation Finance" dated September 13, 1996. 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, thereto duly authorized on the 27th day of March, 1997. THE MONEY STORE INC., as Representative BY: /s/ Marc Turtletaub --------------------------------- MARC TURTLETAUB PRESIDENT AND CHIEF EXECUTIVE OFFICER BY: /s/ Morton Dear --------------------------------- MORTON DEAR EXECUTIVE VICE PRESIDENT CHIEF FINANCIAL OFFICER (PRINCIPAL FINANCIAL OFFICER) BY: /s/ James K. Ransom --------------------------------- JAMES K. RANSOM VICE PRESIDENT (PRINCIPAL ACCOUNTING OFFICER) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the 27th day of March, 1997. BY: /s/ Alan Turtletaub -------------------------------- ALAN TURTLETAUB EXECUTIVE VICE PRESIDENT CHAIRMAN OF THE BOARD OF DIRECTORS BY: /s/ Marc Turtletaub -------------------------------- MARC TURTLETAUB PRESIDENT AND CHIEF EXECUTIVE OFFICER DIRECTOR BY: /s/ Morton Dear -------------------------------- MORTON DEAR EXECUTIVE VICE PRESIDENT CHIEF FINANCIAL OFFICER (PRINCIPAL FINANCIAL OFFICER) DIRECTOR BY: /s/ Harry Puglisi -------------------------------- HARRY PUGLISI TREASURER DIRECTOR Schedule A List of Originators ------------------- 1996-C ------ The Money Store/Minnesota Inc. The Money Store/D.C. Inc. The Money Store/Kentucky Inc. The Money Store Home Equity Corp. TMS Mortgage Inc. EX-13 2 ANNUAL STATEMENT EXHIBIT 13 SERVICER'S CERTIFICATE In Accordance with Section 6.10 of the Pooling and Servicing Agreement dated as of August 31, 1996, The Money Store, Inc. reports the following information pertaining to Series 1996-C, for the calendar year 1996 Per Section 6.10 (IX) Amount received: Interest Principal Other Servicer Fees Pool I 15,101,239.51 23,123,943.49 224,040.59 Pool II 6,772,469.95 12,483,766.91 87,563.81 Pool III 7,539,350.48 8,755,267.08 23,737.37 Pool IV 840,887.34 707,081.05 25.00 (XIII) Class "A-1" Remittance Amount (A) Current Interest Requirement 2,033,271.38 (B) Principal Distribution Amount 13,408,760.68 (C) Carry Forward Amount 0.00 (D) Monthly Advance for Bankruptcy 0.00 TOTAL CLASS "A-1" REMITTANCE AMOUNT 22,353,622.09 Class "A-2" Remittance Amount: (A) Current Interest Requirement 521,823.60 (B) Principal Distribution Amount 0.00 (C) Carry Forward Amount 0.00 (D) Monthly Advance for Bankruptcy 0.00 TOTAL CLASS "A-2" REMITTANCE AMOUNT 695,764.80 Class "A-3" Remittance Amount: (A) Current Interest Requirement 1,355,319.00 (B) Principal Distribution Amount 0.00 (C) Carry Forward Amount 0.00 (D) Monthly Advance for Bankruptcy 0.00 TOTAL CLASS "A-3" REMITTANCE AMOUNT 1,807,092.00 Class "A-4" Remittance Amount: (A) Current Interest Requirement 1,013,115.50 (B) Principal Distribution Amount 0.00 (C) Carry Forward Amount 0.00 (D) Monthly Advance for Bankruptcy 0.00 TOTAL CLASS "A-4" REMITTANCE AMOUNT 1,350,820.67 Class "A-5" Remittance Amount: (A) Current Interest Requirement 1,663,695.10 (B) Principal Distribution Amount 6,310,005.03 (C) Carry Forward Amount 0.00 (D) Monthly Advance for Bankruptcy 0.00 TOTAL CLASS "A-5" REMITTANCE AMOUNT 11,471,363.37 Class "A-6" Remittance Amount: (A) Current Interest Requirement 990,491.23 (B) Principal Distribution Amount 0.00 (C) Carry Forward Amount 0.00 (D) Monthly Advance for Bankruptcy 0.00 TOTAL CLASS "A-6" REMITTANCE AMOUNT 1,320,654.97 Class "A-7" Remittance Amount: (A) Current Interest Requirement 873,699.05 (B) Principal Distribution Amount 0.00 (C) Carry Forward Amount 0.00 (D) Monthly Advance for Bankruptcy 0.00 TOTAL CLASS "A-7" REMITTANCE AMOUNT 1,164,932.07 Pool I Remittance Amount: (A) Current Interest Requirement 8,451,414.85 (B) Principal Distribution Amount 19,718,765.71 (C) Carry Forward Amount 0.00 (D) Monthly Advance for Bankruptcy 0.00 TOTAL POOL I REMITTANCE AMOUNT 40,164,249.95 Class "A-8" Remittance Amount: (A) Current Interest Requirement 3,043,800.64 (B) Principal Distribution Amount 9,774,652.30 (C) Carry Forward Amount 0.00 (D) Monthly Advance for Bankruptcy 0.00 TOTAL CLASS "A-8" REMITTANCE AMOUNT 18,809,768.07 Class "A-9" Remittance Amount: (A) Current Interest Requirement 719,383.33 (B) Principal Distribution Amount 0.00 (C) Carry Forward Amount 0.00 (D) Monthly Advance for Bankruptcy 0.00 TOTAL CLASS "A-9" REMITTANCE AMOUNT 994,383.33 Pool II Remittance Amount: (A) Current Interest Requirement 3,763,183.97 (B) Principal Distribution Amount 9,774,652.30 (C) Carry Forward Amount 0.00 (D) Monthly Advance for Bankruptcy 0.00 TOTAL POOL II REMITTANCE AMOUNT 19,804,151.40 Class "A-10" Remittance Amount: (A) Current Interest Requirement 1,147,695.53 (B) Principal Distribution Amount 8,405,965.57 (C) Carry Forward Amount 0.00 (D) Monthly Advance for Bankruptcy 0.00 TOTAL CLASS "A-10" REMITTANCE AMOUNT 13,040,898.16 Class "A-11" Remittance Amount: (A) Current Interest Requirement 838,645.20 (B) Principal Distribution Amount 0.00 (C) Carry Forward Amount 0.00 (D) Monthly Advance for Bankruptcy 0.00 TOTAL CLASS "A-11" REMITTANCE AMOUNT 1,118,193.60 Class "A-12" Remittance Amount: (A) Current Interest Requirement 405,782.50 (B) Principal Distribution Amount 0.00 (C) Carry Forward Amount 0.00 (D) Monthly Advance for Bankruptcy 0.00 TOTAL CLASS "A-12" REMITTANCE AMOUNT 541,043.33 Class "A-13" Remittance Amount: (A) Current Interest Requirement 388,818.95 (B) Principal Distribution Amount 0.00 (C) Carry Forward Amount 0.00 (D) Monthly Advance for Bankruptcy 0.00 TOTAL CLASS "A-13" REMITTANCE AMOUNT 518,425.27 Class "A-14" Remittance Amount: (A) Current Interest Requirement 484,966.58 (B) Principal Distribution Amount 0.00 (C) Carry Forward Amount 0.00 (D) Monthly Advance for Bankruptcy 0.00 TOTAL CLASS "A-14" REMITTANCE AMOUNT 646,622.10 Pool III Remittance Amount: (A) Current Interest Requirement 3,265,908.76 (B) Principal Distribution Amount 8,405,965.57 (C) Carry Forward Amount 0.00 (D) Monthly Advance for Bankruptcy 0.00 TOTAL POOL III REMITTANCE AMOUNT 15,865,182.46 Class "A-15" (POOL IV) Remittance Amount: (A) Current Interest Requirement 468,336.82 (B) Principal Distribution Amount 856,444.61 (C) Carry Forward Amount 0.00 (D) Monthly Advance for Bankruptcy 0.00 TOTAL POOL IV REMITTANCE AMOUNT 1,550,178.65 (XIX) (A) Servicing Fee for the Related Due Period POOL I 229,084.14 POOL II 126,127.13 POOL III 116,260.31 POOL IV 13,642.07 (B) Contingency fee for the related due period POOL I 229,084.14 POOL II 126,127.13 POOL III 116,260.31 POOL IV 13,642.07 (C) Amount to be deposited to the expense account - TRUSTEE POOL I 61,866.05 POOL II 34,000.27 POOL III 24,671.84 POOL IV 3,071.06 (D) Amount to be deposited to the insurance account - MBIA POOL I 148,479.00 POOL II 81,601.00 POOL III 148,031.00 POOL IV 33,781.00 (E) FHA Premium Account 30,710.75 (F) Class A-9 Auction Agent Fee 40,570.83 (XXXV)Other Information (A) Spread Account Balances POOL I 0.00 POOL II 0.00 POOL III 54,204,234.46 POOL IV 4,517,019.54 (B) Amount to be deposited into Pool III Spread Account due to trigger activation 0.00 (i) The amount of such distribution payable out of amounts withdrawn from the Spread account or persuant to a claim 0.00 (ii) The Pool Balance as of the close of business on the last preceding Monthly Period: POOL I 469,601,686.47 POOL II 258,107,254.18 POOL III 188,946,977.57 POOL IV 24,264,275.31 (iii) The Certificate Balance and Certificate Factor after giving effect to all payments reported under clause (xiii) above on such dated: POOL I 471,032,052.76 Factor .94206411 POOL II 260,226,890.57 Factor .94627960 POOL III 188,466,219.63 Factor .94233110 POOL IV 24,071,570.34 Factor .96286281 (iv) The amount of the Principal Carryover Shortfall and Interest Carryover Shortfall, as applicable, if any, on such Distribution Date and change in the Principal Carryover Shortfall, and Interest Corryover Shortfall, as applicable, from preceding Distribution Date: 0.00 (vi) The aggregate amount which is received by the Trust from the Servicer POOL I 38,545,151.52 POOL II 19,807,986.83 POOL III 16,069,853.04 POOL IV 1,515,933.75 By: /s/ James Ransom ---------------------- James Ransom Assistant Treasurer EX-20 3 ANNUAL COMPLIANCE CERTIFICATE EXHIBIT 20 OFFICER'S CERTIFICATE --------------------- Harry Puglisi, Treasurer of The Money Store Inc. (the "Servicer"), in accordance with Section 7.04 of The Pooling and Servicing Agreement (the "Agreement") dated as of August 31, 1996 wherein The Money Store is the "Servicer" states the following: (i) the Servicer has fully complied with the provisions of Articles V and VII; (ii) the Claims Administrator has fully complied with Section 5.15; (iii) a review of the activities of the Servicer during 1996 and of its performance under the Agreement has been made under my supervision; and (iv) to the best of my knowledge, based on my review, the Servicer has fulfilled all its obligations under the Agreement throughout 1996 and there has been no default in the fulfillment of any such obligation. THE MONEY STORE INC. by: /s/ Harry Puglisi ------------------ Harry Puglisi Treasurer EX-99 4 INDEPENDENT ACCOUNTANT'S REPORT Exhibit 99 Page 1 of 2 KMPG Peat Marwick LLP Independent Accountants' Report The Board of Directors The Money Store Inc.: We have examined Management's Assertion about The Money Store Inc. and subsidiaries (the Company) compliance with the minimum reviewing standards relating to mortgage loans, Small Business Administration loans and auto loans, identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP), except for minimum servicing standard V.4 which is inapplicable to the servicing of auto loans, as of and for the year ended December 31, 1996 included in the accompanying Management Assertion. Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on Management's Assertion about the Company's compliance based our examination. Our examination was made in accordance with 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 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 legal determination on the Company's compliance with the minimum servicing standards. In our opinion, Management's Assertion that the Company complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 1996 is fairly stated, in all material respects. /s/ KPMG Pete Marwick, L.L.P. February 12, 1997 Exhibit 99 Page 2 of 2 THE MONEY STORE February 12, 1997 MANAGEMENT'S ASSERTION ---------------------- As of and for the year ended December 31, 1996, The Money Store Inc. and subsidiaries (the Company) has complied in all material respects with the minimum servicing standards relating to mortgage loans, Small Business Administration loans and auto loans as set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage ----------------------------------------------- Bankers, except for minimum servicing standard V.4, which is inapplicable for - ------- auto loans. As of and for this same period, the Company had in effect a fidelity bond policy, an errors and omissions policy, a mortgage impairment policy and an excess mortgage impairment policy in the amounts of six million, five million, one million and two million, respectively. /s/ James K. Ransom /s/ John C. Hill - ------------------- ----------------- James K. Ransom John C. Hill Vice President and Senior Vice President and Principal Accounting Officer Director - Home Equity Lending /s/ Donald Coombe /s/ Bert Nixon - ------------------ --------------- Donald Coombe Bert Nixon Vice President National Vice President Administrative Loan Servicing - TMSIC TMS Auto Finance Inc. 3301 "C" Street, Sacramento, CA 95816 (916) 446-5000, FAX (916) 554-8938 -----END PRIVACY-ENHANCED MESSAGE-----