-----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, FSuZ7y8bMJS1/0OI1e7fTmKCdOILja3XDfbvPnhnFeBlBuw5M/c4xLm+81VZiO+9 zKfGi1sDl7WJ6YmSxFjKDg== 0000899681-98-000194.txt : 19980401 0000899681-98-000194.hdr.sgml : 19980401 ACCESSION NUMBER: 0000899681-98-000194 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980331 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MONEY STORE RESIDENTIAL TRUST 1997-II CENTRAL INDEX KEY: 0001053435 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 333-20817-16 FILM NUMBER: 98582783 BUSINESS ADDRESS: STREET 1: 3301 C ST STREET 2: STE 209 CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: 9164465000 MAIL ADDRESS: STREET 1: 3301 C ST STREET 2: STE 209 CITY: SACRAMENTO STATE: CA ZIP: 95816 10-K 1 ------------------------------------------------- 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, 1997 Commission file number 333-20817 THE MONEY STORE INC. (AS REPRESENTATIVE UNDER A SALE AND SERVICING AGREEMENT, DATED AS OF NOVEMBER 30, 1997 PROVIDING FOR THE ISSUANCE OF THE MONEY STORE RESIDENTIAL TRUST SERIES 1997-II). THE MONEY STORE INC. (Exact name of registrant as specified in its charter) NEW JERSEY 68-0405089 (State or other jurisdiction (Trust I.R.S. Employer of incorporation or organization) Identification No.) 2840 MORRIS AVENUE, UNION, NJ 07083 - ----------------------------- ------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (908) 686-2000 Securities registered pursuant to section 12(b) of the Act: TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED NONE NONE Securities registered pursuant to section 12(g) of the Act: NONE (Title of class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x/ Yes |_| No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Not Applicable. State the aggregate market value of the Voting Stock held by non-affiliates of the registrant. Not Applicable Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of December 31, 1996. Not Applicable PART I ITEM 1. BUSINESS Omitted. ITEM 2. PROPERTIES Reference is made to the Annual Compliance Certificate attached hereto as Exhibit 20. Reference is made to the Annual Statement attached hereto as Exhibit 13. ITEM 3. LEGAL PROCEEDINGS None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS There is no established trading market for Registrant's securities subject to this filing. Number of holders of record of the Certificates as of March 20, 1998: 53 ITEM 6. SELECTED FINANCIAL DATA Omitted. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Omitted. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not Applicable. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Reference is made to the Annual Compliance Certificate attached as Exhibit 20. Reference is made to the annual Independent Accountant's Report on the Servicer's compliance with loan servicing standards as prepared by KPMG Peat Marwick, the Servicer's and Registrant's Independent Certified Public Accountants, accompanied by the Registrant's Management Assertion, and attached as Exhibit 99 hereto. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Omitted. ITEM 11. EXECUTIVE COMPENSATION Omitted. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following information is furnished as of March 20, 1998 as to each Certificateholder of record of more than 5% of the Certificates:
Title of Class Name and Address of Beneficial Amount of % of Class Owner Security of Beneficial Owner The Money Store Bankers Trust Company 4,500,000 8.9 Residential Trust, c/o BT Services Tennessee Series 1997-II, 648 Grassmere Park Drive Class A-1 Nashville, TN 37211 Boston Safe Deposit and Trust Company c/o Mellon Bank N.A. Three Mellon Bank Center, 5,000,000 9.9 Room 153-3015 Pittsburgh, PA 15259 Chase Manhattan Bank 2,500,000 5 4 New York Plaza, 13th Floor New York, NY 10004 Corestates Bank, N.A. 4,644,000 9.2 P.O. Box 7618 F.C. #1-9-1-21 Philadelphia, PA 19106-7618 PNC Bank, National Association 4,000,000 7.9 1835 Market Street 11 Penn Center, 15th Floor Philadelphia, PA 19103 Republic National Bank of 11,000,000 21.8 New York Investment Account One Hanson Place, Lower Level Brooklyn, NY 11243 SSB Custodian 14,300,000 28.3 Global Corp. Action. Dept. JAB5W P.O. Box 1631 Boston, MA 02105-1631 The Money Store Chase Manhattan Bank 1,400,000 7.9 Residential Trust, 4 New York Plaza, 13th Floor Series 1997-II, New York, NY 10004 Class A-2 Citibank, N.A. 3,910,000 21.9 P.O. Box 30576 Tampa, FL 33630-3576 Comerica Bank 6,125,000 34.3 CAP.CHG./Proxy 7 CBB/MC 3530 Detroit, MI 48275-3530 SSB Custodian 3,000,000 16.8 Global Corp. Action Dept. JAB5W P.O. Box 1631 Boston, MA 02105-1631 Suntrust Bank, Atlanta 2,750,000 15.4 303 Peachtree St., 14th Floor MC#3141 Atlanta, GA 30308 The Money Store The Bank of New York 3,000,000 24.4 Residential Trust, 925 Patterson Plank Rd. Series 1997-II, Secaucus, NJ 07094 Class A-3 LBI-Lehman 2,281,000 18.2 Government Securities Inc. (LBI) 200 Vesey Street New York, NY 10285 The Northern Trust Company 6,034,000 48.1 801 S. Canal C-IN Chicago, IL 60607 The Money Store The Bank of New York 4,450,000 26.7 Residential Trust, 925 Patterson Plank Rd. Series 1997-II, Secaucus, NJ 07094 Class A-4 Boston Safe Deposit and Trust 1,335,000 8 Company c/o Mellon Bank N.A. Three Mellon Bank Center, Room 153-3015 Pittsburgh, PA 15259 Chase Manhattan Bank, Trust 1,160,000 7 4 New York Plaza, 13th Floor New York, NY 10004 Citibank, N.A. 820,000 5 P.O. Box 30576 Tampa, FL 33630-3576 National City Bank 1,210,000 7.3 1900 East 9th Street Cleveland, OH 44114 The Northern Trust Company 810,000 5 801 S. Canal C-IN Chicago, IL 60607 Union Bank of California, N.A. 1,190,000 7.2 P.O. Box 109 San Diego, CA 92112-4103 U.S. Bank National Association 4,172,000 25 Ice Proxy Services c/o Ice Proxy Services 71 Executive Boulevard Farmingdale, NY 11735 The Money Store The Bank of New York 4,352,000 8.8 Residential Trust, 925 Patterson Plank Rd. Series 1997-II, Secaucus, NJ 07094 Class M-1 Boston Safe Deposit and 8,250,000 16.6 Trust Company c/o Mellon Bank N.A. Three Mellon Bank Center, Room 153-3015 Pittsburgh, PA 15259 Chase Manhattan Bank 10,500,000 21.2 4 New York Plaza, 13th Floor New York, NY 10004 Corestates Bank, N.A. 13,440,000 27.1 P.O. Box 7618 F.C. #1-9-1-21 Philadelphia, PA 19106-7618 Deutsche Morgan Grenfell 10,000,000 20.2 1251 6th Avenue New York, NY 10020 The Money Store Citibank, N.A. 6,087,000 44 Residential Trust, P.O. Box 30576 Series 1997-II, Tampa, FL 33630-3576 Class M-2 Star Bank, National 7,750,000 56 Association, Cincinnati P.O. Box 1118 Mail Location 6120 Cincinnati, OH 45201-1118 The Money Store Citibank, N.A. 3,789,000 38.7 Residential Trust, P.O. Box 30576 Series 1997-II, Tampa, FL 33630-3576 Class B Salomon Brothers Inc. 6,000,000 61.3 8800 Hidden River Parkway Tampa, FL 33637
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (A) None (B)-(D) Omitted. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K (A) 1. Not applicable. 2. Not applicable 3. Exhibits 13. Annual Statement 20. Annual Compliance Certificate 99. Annual Independent Accountant's Report on the Servicer's compliance with loan servicing standards as prepared by KPMG Peat Marwick, the Servicer's and Registrant's Independent Certified Public Accountants, accompanied by the Registrant's Management Assertion. (B)-(D) Omitted. 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, 1998. THE MONEY STORE INC., as Representative By: /S/ MICHAEL BENOFF Name: Michael Benoff Title: Executive Vice President and Chief Financial Officer EXHIBIT INDEX DESCRIPTION PAGE NUMBER Annual Statement 11 Annual Compliance Certificate 13 Annual Independent Accountant's Report 14 EX-13 2 EXHIBIT 13 SERVICER'S CERTIFICATE In Accordance with Section 6.10 of the Pooling and Servicing Agreement dated as of February 28, 1997, The Money Store, Inc. reports the following information pertaining to Series Resid 1997-II, for the calendar year 1997: (IX) Amount of Interest Received 1,036,228.43 (XIII) Class "A-1" Remittance Amount (A) Current Interest Requirement 280,652.17 (B) Principal Distribution Amount 1,350,423.40 (C) Carry Forward Amount 0.00 (D) Monthly Advance for Bankruptcy 0.00 TOTAL CLASS "A-1" REMITTANCE AMOUNT 1,631,075.57 Class "A-2" Remittance Amount: (A) Current Interest Requirement 99,559.83 (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 99,559.83 Class "A-3" Remittance Amount: (A) Current Interest Requirement 70,246.81 (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 70,246.81 Class "A-4" Remittance Amount: (A) Current Interest Requirement 102,731.50 (B) Principal Distribution Amount (C) Carry Forward Amount (D) Monthly Advance for Bankruptcy TOTAL CLASS "A-4" REMITTANCE AMOUNT 102,731.50 Class A Remittance Amount: (A) Current Interest Requirement 553,190.32 (B) Principal Distribution Amount 1,350,423.40 (C) Carry Forward Amount 0.00 (D) Monthly Advance for Bankruptcy 0.00 TOTAL CLASS A REMITTANCE AMOUNT 1,903,613.72 Class M-1 Remittance Amount: (A) Current Interest Requirement 87,807.30 (B) Principal Distribution Amount 0.00 (C) Carry Forward Amount 0.00 (D) Monthly Advance for Bankruptcy 0.00 TOTAL CLASS M-1 REMITTANCE AMOUNT 87,807.30 Class M-2 Remittance Amount: (A) Current Interest Requirement 90,055.81 (B) Principal Distribution Amount 0.00 (C) Carry Forward Amount 0.00 (D) Monthly Advance for Bankruptcy 0.00 TOTAL CLASS M-2 REMITTANCE AMOUNT 90,055.81 Class M Remittance Amount: (A) Current Interest Requirement 177,863.11 (B) Principal Distribution Amount 0.00 (C) Carry Forward Amount 0.00 (D) Monthly Advance for Bankruptcy 0.00 TOTAL CLASS M REMITTANCE AMOUNT 177,863.11 Class B Remittance Amount: (A) Current Interest Requirement 70,113.71 (B) Principal Distribution Amount 0.00 (C) Carry Forward Amount 0.00 (D) Monthly Advance for Bankruptcy 0.00 TOTAL CLASS B REMITTANCE AMOUNT 70,113.71 Aggregated Remittance Amount: (A) Current Interest Requirement 801,167.13 (B) Principal Distribution Amount 1,350,423.40 (C) Carry Forward Amount 0.00 (D) Monthly Advance for Bankruptcy 0.00 TOTAL REMITTANCE AMOUNT 2,151,590.53 (XIX) (A) Servicing Fee for the Related Due Period 18,775.35 (B) Contingency fee for the related due period 18,775.35 (C) Amount to be deposited to the expense account - TRUSTEE 6,750.00 (D) FHA Premium Account 970.55 By: /S/ HARRY PUGLISI Harry Puglisi Treasurer EX-20 3 EXHIBIT 20 OFFICER'S CERTIFICATE I, Harry Puglisi, Treasurer of The Money Store Inc., a New Jersey Corporation (the "Company") do hereby certify that the Company (as Servicer under the following Pooling and Servicing Agreements): A. The Money Store Residential Trust, Series 1997-I, under the Pooling and Servicing Agreement dated as of August 31, 1997; B. The Money Store Residential Trust, Series 1997-II, under the Pooling and Servicing Agreement dated as of November 30, 1997; has fulfilled all of its obligations pursuant to the above referenced agreements, as described in Section 5.04 (Annual Statements as to Compliance) for the period of January 1, 1997 through December 31, 1997, and for those transactions which closed in 1997, from their closing dates through December 31, 1997. The Company has provided this Officer's Certificate to those parties listed in Section 5.04 of the respective Pooling and Servicing Agreements. IN WITNESS WHEREOF, the undersigned has executed this Certificate as of March 31, 1998. /S/ HARRY PUGLISI Harry Puglisi Treasurer 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 servicing standards relating to mortgage loans, commercial 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, 1997 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 on 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 a 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, 1997 is fairly stated, in all material respects. February 11, 1998 -----END PRIVACY-ENHANCED MESSAGE-----