-----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, Jdzzm2ISZrRToA1CYK9fjpgnm8oyVG1MqxHMcka9N6zHuv8OXrcaRNPbvxFMGzOY z+TfJo7qNAYrzZ+SN5CVFw== 0000899681-98-000389.txt : 19980630 0000899681-98-000389.hdr.sgml : 19980630 ACCESSION NUMBER: 0000899681-98-000389 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19980629 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MONEY STORE AUTO TRUST 1997-4 CENTRAL INDEX KEY: 0001053437 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 333-14075-06 FILM NUMBER: 98656000 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 MARCH 31, 1997 Commission file number 333-14075 TMS AUTO HOLDINGS INC. (AS REPRESENTATIVE UNDER A SALE AND SERVICING AGREEMENT, DATED AS OF NOVEMBER 30, 1997 PROVIDING FOR THE ISSUANCE OF THE MONEY STORE AUTO TRUST ASSET BACKED NOTES AND CERTIFICATES SERIES 1997-4). TMS AUTO HOLDINGS INC. (Exact name of registrant as specified in its charter) DELAWARE 91-1815414 State or other jurisdiction (Trust I.R.S. Employer of incorporation or organization) Identification No.) 707 THIRD STREET, WEST SACRAMENTO, CA 95605 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (916) 617-2000 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, 1997. 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 13, 1996. 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 13, 1996. 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 Notes and Certificates as of June 9, 1998: 22 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 13, 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 Corporate Financing," dated September 13, 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. Reference is made to the annual Independent Accountants' 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 Omitted pursuant to the "Request for no-action letter forwarded to the Office of Chief Counsel Division of Corporate Financing," dated September 13, 1996. 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 13, 1996. 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 13, 1996. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following information is furnished as of January 31, 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 The First National 5,000,000 28.6 Auto Trust, Bank of Maryland Series 1997-4, Trust Division-Operations Dept. Class A-1 101-62 25 South Charles Street Baltimore, Maryland 21201 Suntrust Bank, Atlanta 12,500,000 71.4 303 Peachtree Street, 14th Floor MC #3141 Atlanta, Georgia 30308
- ------------------------------------------------------------------------------------------------------------------------------- TITLE OF CLASS NAME AND ADDRESS OF AMOUNT OF % OF CLASS BENEFICIAL OWNER SECURITY OF BENEFICIAL OWNER - ------------------------------------------------------------------------------------------------------------------------------- The Money Store The Bank of New York 3,700,000 8.3 Auto Trust, 925 Patterson Plank Road Series 1997-4, Secaucus, New Jersey 07094 Class A-2 Boston Safe Deposit and 2,200,000 4.9 Trust Company c/o Mellon Bank N.A. Three Mellon Bank Center, Room 153-3015 Pittsburgh, Pennsylvania 15259 Chase Manhattan Bank 6,000,000 13.5 4 New York Plaza, 13th Floor New York, New York 10004 Chase Manhattan Bank, Trust 12,000,000 27.0 4 New York Plaza, 13th Floor New York, New York 10004 The Northern Trust Company 3,000,000 6.7 801 South Canal C-IN Chicago, Illinois 60607 PNC Bank, National Association 8,800,000 19.8 1835 Market Street 11 Penn Center, 15th Floor Philadelphia, PA 19103 SSB-Custodian 4,900,000 11 Global Corp. Action Dept. JAB5W P.O. Box 1631 Boston, Massachusetts 02105-1631
- ------------------------------------------------------------------------------------------------------------------------------- TITLE OF CLASS NAME AND ADDRESS OF AMOUNT OF % OF CLASS BENEFICIAL OWNER SECURITY OF BENEFICIAL OWNER - ------------------------------------------------------------------------------------------------------------------------------- The Money Bankers Trust Company 16,750,000 59.8 Store Auto Trust, c/o BT Services Series 1997-4 Tennessee Inc. Class A-3 648 Grassmere Park Drive Nashville, TN 37211 The Northern Trust Company 2,400,000 8.6 801 South Canal C-IN Chicago, Illinois 60607 SSB-Custodian 7,400,000 26.4 Global Corp. Action Dept. JAB5W P.O. Box 1631 Boston, Massachusetts 02105-1631
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 13, 1996. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K (A) 1. The financial statements of MBIA Insurance Corporation (the surety provider for The Money Store Auto Trust, Series 1997-4) and subsidiaries contained in the annual report on form 10-K for the year ended December 31, 1997 which has been filed with the SEC by MBIA Inc. on March 26, 1998 is hereby incorporated herein by reference. 2. Not applicable 3. Exhibits 13. Annual Statement 20. Annual Compliance Certificate 99. Annual Independent Accountants' 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 Corporate Financing," dated June 18, 1993, and the response of the SEC, dated August 4, 1993, 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 day of March, 1998. TMS AUTO HOLDINGS INC. as Representative /s/ Michael Benoff By: ------------------------------ Name: Michael Benoff Title: Senior Vice President EXHIBIT INDEX DESCRIPTION PAGE NUMBER Annual Statement Annual Compliance Certificate Annual Independant Accountants' Report EX-13 2 EXHIBIT 13 SERVICER'S CERTIFICATE In accordance with Section 4.6 of the Sale and Servicing Agreement dated as of November 30, 1997, the Money Store Auto Finance, Inc. reports the following information pertaining to Series 1997-4, for the calendar year 1997. A. Information Regarding Monthly Distribution: 1. NOTES (a) The aggregate amount of the distribution with respect to: Class A-1 Notes 996,248.08 Class A-2 Notes 235,479.17 Class A-3 Notes 150,733.33 (b) The amount of the distribution set forth in paragraph A. 1. (a) above in respect of interest on: Class A-1 Notes 60,318.49 Class A-2 Notes 235,479.17 Class A-3 Notes 150,733.33 (c) The amount of the distribution set forth in paragraph A. 1. (a) above in respect of principal of: Class A-1 Notes 935,929.59 Class A-2 Notes 0 Class A-3 Notes 0 2. SERVICING FEE (a) The aggregate amount of the Servicing Fee paid to the Servicer with respect to the preceding Monthly Perio from the Collection Account 97,342.87 3. OTHER FEES (a) The aggregate amount of trustee fees paid to the Trustee from the Collection Account 208.33 (b) The aggregate amount of insurance premium paid to the Security Insurer from the Collection Account 16,325.00 By: /S/ HARRY PUGLISI ------------------ Harry Puglisi Treasuruer EX-20 3 EXHIBIT 20 OFFICER'S CERTIFICATE Harry Puglisi, Treasurer of The Money Store Auto Finance, Inc. (the "Servicer"), in accordance with Section 4.6 of the Sale and Servicing Agreement ("Agreement") dated as of November 30, 1997 wherein The Money Store Auto Finance, Inc., is the "Servicer" states the following: (i) a review of the activities of the Servicer during 1997 and of its performance under the Agreement has been made under my supervision; (ii) to the best of my knowledge, based on my review, the Servicer has fulfilled all its obligations under the Agreement throughout 1997 and there has been no default in the fulfillment of any such obligation. THE MONEY STORE AUTO FINANCE, INC. BY: /S/ HARRY PUGLISI -------------------- HARRY PUGLISI TREASURER EX-99 4 EXHIBIT 99 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 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. /S/ KPMG PEAT MARWICK LLP February 11, 1998 February 11, 1998 MANAGEMENT'S ASSERTION As of and for the year ended December 31, 1997, the Money Store Inc. and subsidiaries (the Company) has complied in all material respects with the minimum servicing standards relating to mortgage loans, commercial 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, ten 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 ACCOUNT OFFICER DIRECTOR - NATIONAL MORTGAGE SERVICES /S/BERT NIXON - ------------------------ ----------------------- Donald Coombe Bert Nixon VICE PRESIDENT SENIOR VICE PRESIDENT NATIONAL LOAN SERVICING CORPORATE OPERATIONS TMSCLD AUTO FINANCE John Boland - ------------------------- SENIOR VICE PRESIDENT HOME IMPROVEMENT LOAN SERVICING -----END PRIVACY-ENHANCED MESSAGE-----