-----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, U7eOcWpOpZ0KrpoivbRJJ+EVgoIS0LGYeOvdTbLV0jVeRBmwT3MOK8W0FsQ91BOn XB+2SXD3FWyFFeHsGhrDSw== 0000899681-98-000204.txt : 19980401 0000899681-98-000204.hdr.sgml : 19980401 ACCESSION NUMBER: 0000899681-98-000204 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 CMI TRUST 1997-2 CENTRAL INDEX KEY: 0001053436 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 911864388 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 033-58128-1I FILM NUMBER: 98583728 BUSINESS ADDRESS: STREET 1: 2840 MORRIS AVE STREET 2: STE 209 CITY: UNION STATE: NJ ZIP: 07083 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 POOLING AND SERVICING AGREEMENT, DATED AS OF NOVEMBER 30, 1997 PROVIDING FOR THE ISSUANCE OF THE MONEY STORE BUSINESS LOAN BACKED CERTIFICATES SERIES 1997-2). THE MONEY STORE INC. (Exact name of registrant as specified in its charter) NEW JERSEY 68-0405566 (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 This Annual Report on Form 10-K is filed pursuant to a request for no-action letter forwarded to the Office of Chief Counsel Division of Corporate Financing, dated September 2, 1993, and the response of the SEC, dated January 7, 1994, to the no-action request. PART I ITEM 1. BUSINESS Omitted pursuant to the "Request for no-action letter forwarded to the Office of Chief Counsel Division of Corporate Financing," dated September 2, 1993, and the response of the SEC, dated January 7, 1994, to the no-action request. ITEM 2. PROPERTIES Reference is made to the Annual Compliance Certificate attached hereto as Exhibit 20. Reference is made to the Annual Statement attached hereto as Exhibit 13. ITEM 3. LEGAL PROCEEDINGS None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS There is no established trading market for Registrant's securities subject to this filing. Number of holders of record of the Certificates as of March 20, 1998: 7 ITEM 6. SELECTED FINANCIAL DATA Omitted pursuant to the "Request for no-action letter forwarded to the Office of Chief Counsel Division of Corporate Financing," dated September 2, 1993, and the response of the SEC, dated January 7, 1994, to the no-action request. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Omitted pursuant to the "Request for no-action letter forwarded to the Office of Chief Counsel Division of Corporate Financing," dated September 2, 1993, and the response of the SEC, dated January 7, 1994, to the no-action request. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not Applicable. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Reference is made to the Annual Compliance Certificate attached as Exhibit 20. Reference is made to the annual Independent Accountant's Report on the Servicer's compliance with loan servicing standards as prepared by KPMG Peat Marwick, the Servicer's and Registrant's Independent Certified Public Accountants, accompanied by the Registrant's Management Assertion, and attached as Exhibit 99 hereto. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Omitted pursuant to the "Request for no-action letter forwarded to the Office of Chief Counsel Division of Corporate Financing," dated September 2, 1993, and the response of the SEC, dated January 7, 1994, to the no-action request. ITEM 11. EXECUTIVE COMPENSATION Omitted pursuant to the "Request for no-action letter forwarded to the Office of Chief Counsel Division of Corporate Financing," dated September 2, 1993, and the response of the SEC, dated January 7, 1994, to the no-action request. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following information is furnished as of March 20, 1998 as to each Certificateholder of record of more than 5% of the Certificates:
Title of Class Name and Address of Amount of % of Class Beneficial Owner Security of Beneficial Owner The Money Store Bankers Trust Company 18,800,000 34.4 Business Loan c/o BT Services Tennessee Backed Certificates, 648 Grassmere Park Drive Series 1997-2, Nashville, TN 37211 Class A Boston Safe Deposit and 2,500,000 5 Trust Company c/o Mellon Bank N.A. Three Mellon Bank Center, Room 153-3015 Pittsburgh, PA 15259 Chase Manhattan Bank 14,300,000 26.2 4 New York Plaza, 13th Floor New York, NY 10004 Chase Manhattan 15,000,000 27.5 Bank/Chemical 4 New York Plaza, Proxy Department-13th Floor New York, NY 10004 SSB Custodian 2,700,000 5 Global Corp. Action. Dept. JAB5W P.O. Box 1631 Boston, MA 02105-1631 Title of Class Name and Address of Amount of Security of % of Class Beneficial Owner Beneficial Owner The Money Store Bankers Trust Company 5,400,000 100 Business Loan c/o BT Services Tennessee Inc. Backed Certificates, 648 Grassmere Park Drive Series 1997-2, Nashville, TN 37211 Class B
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (A) None (B)-(D) Omitted pursuant to the "Request for no-action letter forwarded to the Office of Chief Counsel Division of Corporate Financing," dated September 2, 1993, and the response of the SEC, dated January 7, 1994, to the no-action request. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K (A) 1. Not applicable. 2. Not applicable 3. Exhibits 13. Annual Statement 20. Annual Compliance Certificate 99. Annual Independent Accountant's Report on the Servicer's compliance with loan servicing standards as prepared by KPMG Peat Marwick, the Servicer's and Registrant's Independent Certified Public Accountants, accompanied by the Registrant's Management Assertion. (B)-(D) Omitted pursuant to the "Request for no-action letter forwarded to the Office of Chief Counsel Division of Corporate Financing," dated September 2, 1993, and the response of the SEC, dated January 7, 1994, to the no-action request. 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 8 Annual Compliance Certificate 10 Annual Independent Accountant's Report 11 EX-13 2 ANNUAL SERVICER'S STATEMENT IN ACCORDANCE WITH SECTION 6.09 OF THE POOLING AND SERVICING AGREEMENT DATED AS OF NOVEMBER 30, 1997, THE MONEY STORE COMMERCIAL MORTGAGE, INC. REPORTS THE FOLLOWING INFORMATION PERTAINING TO SERIES 1997-2 FOR THE YEAR ENDED DECEMBER 31, 1997.
6. AGGREGATE AMOUNT OF INTEREST RECEIVED 404,023.71 9. (A) CLASS A INTEREST DISTRIBUTION AMOUNT: 2,86,650.00 (i) ACCRUED INTEREST (ii) SHORTFALL, IF ANY, ON A PRECEDING REMITTANCE DATE, PLUS INTEREST 0.00 (iii) CLASS A INTEREST DISTRIBUTION AMOUNT ADJUSTMENT 17.32 ADJUSTED CLASS A INTEREST DISTRIBUTION AMOUNT 286,667.32 (B) CLASS B INTEREST DISTRIBUTION AMOUNT: (i) ACCRUED INTEREST 30,375.00 (ii) SHORTFALL IF ANY ON A PRECEDING 0.00 REMITTANCE DATE PLUS INTEREST 0.00 (iii) CLASS B INTEREST DISTRIBUTION AMOUNT ADJUSTMENT 1.84 ADJUSTED CLASS M INTEREST DISTRIBUTION AMOUNT 30,376.84 (C) CLASS A PRINCIPAL DISTRIBUTION AMOUNT: (i) ALL PAYMENTS AND OTHER RECOVERIES OF PRINCIPAL 52,239.21 (ii) PRINCIPAL PORTION PURCHASED FOR BREACH OF WARRANTY AND RECEIVED BY THE TRUSTEE 0.00 (iii) SUBSTITUTION ADJUSTMENTS 0.00 (iv) PRINCIPAL BALANCE OF A LIQUIDATED 0.00 BUSINESS LOAN 0.00 (v) AMOUNT RELEASED FROM THE PRE-FUNDING ACCOUNT 0.00 (vi) RECALCULATED PRINCIPAL ADJUSTMENT 0.00 (vii) RECALCULATED PRINCIPAL ADJUSTMENT (132,531.99) TOTAL CLASS A PRINCIPAL DISTRIBUTION AMOUNT 52,239.21 (D) CLASS B PRINCIPAL DISTRIBUTION AMOUNT: (i) ALL PAYMENTS AND OTHER RECOVERIES OF PRINCIPAL 5,166.52 (ii) PRINCIPAL PORTION PURCHASED FOR BREACH OF WARRANTY AND RECEIVED BY THE TRUSTEE 0.00 (iii) SUBSTITUTION ADJUSTMENTS 0.00 (iv) PRINCIPAL BALANCE OF A LIQUIDATED BUSINESS LOAN 0.00 (v) AMOUNT RELEASED FROM THE PRE-FUNDING ACCOUNT 0.00 (vi) RECALCULATED PRINCIPAL ADJUSTMENT 0.00 TOTAL CLASS B PRINCIPAL DISTRIBUTION AMOUNT 5,166.52 (A) WEIGHTED AVERAGE MATURITY 329.168 (B) WEIGHTED AVERAGE SBA LOAN INTEREST 10.474% RATE
BY: /S/ HARRY PUGLISI HARRY PUGLISI TREASURER EX-20 3 OFFICER'S STATEMENT Harry Puglisi, Treasurer of The Money Store Commercial Mortgage, Inc. (the "Servicer"), in accordance with Section 7.04 of the Pooling and Servicing Agreement ("Agreement") dated as of November 30, 1997 wherein The Money Store Commercial Mortgage, Inc., is the "Servicer" states the following: (i) the Servicer has fully complied with articles V and VII; (ii) a review of the activities of the Servicer during 1997 and of its performance under the Agreement has been made under my supervision; (iii) to the best of my knowledge, based on my review, the Servicer has fulfilled all its oblications under the Agreement throughout 1997 and there has been no default in the fulfillment of any such obligation. THE MONEY STORE COMMERCIAL MORTGAGE, INC. BY: /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-----