-----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, VhRYtmT5JQZub1hL/sK5AQFpHWbTjbFPh6iBThhmM519teLlBHfJmrC9sEx3GiDY UGQHgh43NhUSzJ1GTa7M4w== 0000899681-98-000210.txt : 19980406 0000899681-98-000210.hdr.sgml : 19980406 ACCESSION NUMBER: 0000899681-98-000210 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980331 DATE AS OF CHANGE: 19980403 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLASSNOTES TRUST 1997-1 SERIES 1997-2 CENTRAL INDEX KEY: 0001059010 STANDARD INDUSTRIAL CLASSIFICATION: FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 333-18877-04 FILM NUMBER: 98585552 BUSINESS ADDRESS: STREET 1: 2840 MORRIS AVE CITY: UNION STATE: NJ ZIP: 07083 BUSINESS PHONE: 9086862000 MAIL ADDRESS: STREET 1: 2840 MORRIS AVE CITY: UNION STATE: NY ZIP: 07083 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 333-18877 THE MONEY STORE INC. (AS REPRESENTATIVE UNDER A FIRST SUPPLEMENTAL SALE AND SERVICING AGREEMENT, DATED AS OF DECEMBER 24, 1997 PROVIDING FOR THE ISSUANCE OF CLASSNOTES TRUST 1997-1, ASSET-BACKED NOTES, SERIES 1997-2). THE MONEY STORE INC. (Exact name of registrant as specified in its charter) NEW JERSEY 91-1815460 (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, 1997. 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. 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 20, 1998: 16 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 20, 1998 as to each Certificateholder of record of more than 5% of the Certificates:
Title of Class Name and Address of Amount of Security % of Class Beneficial Owner of Beneficial Owner ClassNotes Trust The Bank of New York 20,000,000 13.3 1997-I, Series 1997-2, 925 Patterson Plank Rd. Class A-4 Secaucus, NJ 07094 Boston Safe Deposit and Trust Company 20,000,000 13.3 c/o Mellon Bank N.A. Three Mellon Bank Center, Room 153-3015 Pittsburgh, PA 15259 Chase Manhattan Bank 95,000,000 63.3 4 New York Plaza, 13th Floor New York, NY 10004 French American Banking 10,000,000 6.7 Corporation 200 Liberty Street, 20th Floor New York, New York 10028 Title of Class Name and Address of Amount of Security % of Class Beneficial Owner of Beneficial Owner ClassNotes Trust The Bank of New York 14,000,000 24.3 1997-I, Series 1997-2, 925 Patterson Plank Rd. Class A-5 Secaucus, NJ 07094 Citibank, N.A. 17,000,000 29.6 P.O. Box 30576 Tampa, FL 33630-3576 Smith Barney Inc. 22,250,000 38.7 333 W. 34th Street New York, NY 10001 SSB Custodian 4,250,000 7.4 Global Corp. Action. Dept. JAB5W P.O. Box 1631 Boston, MA 02105-1631 Title of Class Name and Address of Beneficial Amount of Security % of Class Owner of Beneficial Owner ClassNotes Trust Bank One Trust Company, N.A. 4,000,000 7 1997-I, Series 1997-2, Corp. Reorg. Proxy Specialist Class A-6 235 W. Schrock Road Brooksedge Village Westerville, OH 43081 La Salle National Bank 3,500,000 6.1 c/o ADP Proxy Services Smith Barney Inc. 38,000,000 29.2 333 W. 34th Street New York, NY 10001 SSB Custodian Global Corp. Action. Dept. JAB5W 10,000,000 17.4 P.O. Box 1631 Boston, MA 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 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 ("AMBAC") and Subsidiaries' audited consolidated financial statements as of December 31, 1997 and 1996 and for the three years ended December 31, 1997 incorporated herein by reference as an exhibit to AMBAC's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 27, 1998. 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. 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 10 ANNUAL COMPLIANCE CERTIFICATE 22 ANNUAL INDEPENDENT ACCOUNTANT'S REPORT 23 INDEPENDENT AUDITORS' CONSENT 23 EX-13 2 EXHIBIT 13 SERVICER'S CERTIFICATE TRANS-WORLD INSURANCE COMPANY 2840 MORRIS AVENUE UNION, NJ 07083 CLASSNOTES TRUST 1997 - I CLASS A-4 Year End Statement for Series 1997-2 for year ending 12/31/97 (i) Amount of Principal being paid or distributed in respect of the Notes CLASS A-4 NOTES 0.00 Per $50,000 original principal amount of the Notes 0.00 (ii) Amount of Interest being paid or distributed in respect of the Notes CLASS A-4 NOTES 0.00 Per $50,000 original principal amount of the Notes 0.00 (iii) (A) Amount of Noteholders' Auction Rate 0.00 Interest Carryover being paid or distributed 0.00 in respect of the Notes CLASS A-4 NOTES 0.00 Per $50,000 original principal amount of the Notes 0.00 (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 0.00 (iv) Pool Balance at end of preceding Collection Period 518,719,120.01 (v) Outstanding Principal amount after giving effect to distributions on this Note Distribution Date: CLASS A-4 NOTES 150,000,000.00 (vi) Applicable Interest Rate: (a) In general: 1. Auction Rate for the prior Interest Period: CLASS A-4 NOTES PERIOD 1 0.000000% PERIOD 2 0.000000% PERIOD 3 0.000000% CURRENT RATE (Based on LIBOR) 6.11141% 2. NET LOAN RATE PERIOD 1 0.000000% PERIOD 2 0.000000% PERIOD 3 0.000000% (vii) (a) Service Fee for related Collection Period (Pro Rata) Per $50,000 original principal amount of the Notes (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 (Pro Rata) 0.00 Per $50,000 original principal amount of the Notes 0.000000 2. Auction Agent Fee (Pro Rata) 0.00 Per $50,000 original principal amount of the Notes 0.000000 3. Indenture Trustee Fee (Pro Rata) 0.00 Per $50,000 original principal amount of the Notes 0.000000 4. Eligible Lender Trustee Fee (Pro Rata) 0.00 Per $50,000 original principal amount of the Notes 0.000000 Surety Provider Fee (Pro Rata) 0.00 Per $50,000 original principal amount of the Notes 0.00 (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 13,629,220.11 (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 5,020,940.92 (b) Number of Financed Student Loans that are 61 to 90 days Delinquent 1,557,312.92 (c) Number of Financed Student Loans that are 91 to 180 days Delinquent 1,472,987.63 (d) Number of Financed Student Loans that are more than 181 days Delinquent 240,353.99 (e) Number of Financed Student Loans for which claims have been filed with the appropriate Guarantor and which are awaiting payment 241,303.36 (xix) Parity Percentage Numerator 566,176,476.57 as of 12/31/97 Denominator 565,384,939.16 100.14% (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) 42,856.71 (xxi) Amount of Additional Principal Payments, if any, made on such Distribution Date 0.00 The Money Store, Inc. By: /S/ HARRY PUGLISI Harry Puglisi Treasurer CLASS A-5 Year End Statement for Series 1997-2 for year ending 12/31/97 (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 0.00 (ii) Amount of Interest being paid or distributed in respect of the Notes CLASS A-5 NOTES 0.00 Per $50,000 original principal amount of the Notes 0.00 (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 0.00 (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 0.00 (iv) Pool Balance at end of preceding Collection Period 518,719,120.01 (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-4 NOTES PERIOD 1 0.000000% PERIOD 2 0.000000% PERIOD 3 0.000000% CURRENT RATE (Based on LIBOR) 5.960000% 2. NET LOAN RATE PERIOD 1 0.000000% PERIOD 2 0.000000% PERIOD 3 0.000000% (vii) (a) Service Fee for related Collection Period (Pro Rata) Per $50,000 original principal amount of the Notes (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 (Pro Rata) 0.00 Per $50,000 original principal amount of the Notes 0.000000 2. Auction Agent Fee (Pro Rata) 0.00 Per $50,000 original principal amount of the Notes 0.000000 3. Indenture Trustee Fee (Pro Rata) 0.00 Per $50,000 original principal amount of the Notes 0.000000 4. Eligible Lender Trustee Fee (Pro Rata) 0.00 Per $50,000 original principal amount of the Notes 0.000000 Surety Provider Fee (Pro Rata) 0.00 Per $50,000 original principal amount of the Notes 0.00 (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 13,629,220.11 (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 5,020,940.92 (b) Number of Financed Student Loans that are 61 to 90 days Delinquent 1,557,312.92 (c) Number of Financed Student Loans that are 91 to 180 days Delinquent 1,472,987.63 (d) Number of Financed Student Loans that are more than 181 days Delinquent 240,353.99 (e) Number of Financed Student Loans for which claims have been filed with the appropriate Guarantor and which are awaiting payment 241,303.36 (xix) Parity Percentage Numerator 566,176,476.57 as of 12/31/97 Denominator 565,384,939.16 100.14% (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) 42,856.71 (xxi) Amount of Additional Principal Payments, if any, made on such Distribution Date 0.00 The Money Store, Inc. By: /S/ HARRY PUGLISI Harry Puglisi Treasurer CLASS A-6 Year End Statement for Series 1997-2 for year ending 12/31/97 (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 0.00 (ii) Amount of Interest being paid or distributed in respect of the Notes CLASS A-6 NOTES 0.00 Per $50,000 original principal amount of the Notes 0.00 (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 0.00 (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 0.00 (iv) Pool Balance at end of preceding Collection Period 518,719,120.01 (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-4 NOTES PERIOD 1 0.000000% PERIOD 2 0.000000% PERIOD 3 0.000000% CURRENT RATE (Based on LIBOR) 5.960000% :: 2. NET LOAN RATE PERIOD 1 0.000000% PERIOD 2 0.000000% PERIOD 3 0.000000% (vii) (a) Service Fee for related Collection Period (Pro Rata) Per $50,000 original principal amount of the Notes (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 (Pro Rata) 0.00 Per $50,000 original principal amount of the Notes 0.000000 2. Auction Agent Fee (Pro Rata) 0.00 Per $50,000 original principal amount of the Notes 0.000000 3. Indenture Trustee Fee (Pro Rata) 0.00 Per $50,000 original principal amount of the Notes 0.000000 4. Eligible Lender Trustee Fee (Pro Rata) 0.00 Per $50,000 original principal amount of the Notes 0.000000 Surety Provider Fee (Pro Rata) 0.00 Per $50,000 original principal amount of the Notes 0.00 (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 13,629,220.11 (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 5,020,940.92 (b) Number of Financed Student Loans that are 61 to 90 days Delinquent 1,557,312.92 (c) Number of Financed Student Loans that are 91 to 180 days Delinquent 1,472,987.63 (d) Number of Financed Student Loans that are more than 181 days Delinquent 240,353.99 (e) Number of Financed Student Loans for which claims have been filed with the appropriate Guarantor and which are awaiting payment 241,303.36 (xix) Parity Percentage Numerator 566,176,476.57 as of 12/31/97 Denominator 565,384,939.16 100.14% (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) 42,856.71 (xxi) Amount of Additional Principal Payments, if any, made on such Distribution Date 0.00 The Money Store, Inc. By: /S/ HARRY PUGLISI Harry Puglisi Treasurer EX-20 3 EXHIBIT 20 OFFICER'S CERTIFICATE I, Harry Puglisi, Treasurer of Trans-World Insurance Company d/b/a Educaid, an Arizona corporation (the "Company") do hereby certify that the Company (as Master Servicer and Administrator under the following Sale and Servicing Agreements): a. ClassNotes Trust 1997-I, Asset Backed Notes Series 1997-1, Sales and Servicing Agreement dated February 28, 1997; b. ClassNotes Trust 1997-I, Asset Backed Notes Series 1997-2, first Supplemental Sales and Servicing Agreement dated December 24, 1997; 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, 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 4.8 of the respective Sale and Purchase Agreements. IN WITNESS WHEREOF, the undersigned has executed this Certificate as of April 30, 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 EX-23 4 EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT The Board of Directors Ambac Assurance Corporation We consent to the incorporation by reference in the Form 10-K of The Money Store Inc. (the "Registrant"), on behalf of ClassNotes Trust 1997-1, Series 1997-2, of our report dated January 29, 1998 on the consolidated financial statements of Ambac Assurance Corporation as of December 31, 1997 and 1996, and for each of the years in the three-year period ended December 31, 1997, which report appears in the Form 8-K of Ambac Financial Group, Inc., dated March 27, 1998. New York, New York March 30, 1998 -----END PRIVACY-ENHANCED MESSAGE-----