-----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, D9oeuae8cZsx6BNaRd1iulc5We5ldKROzquB75OBkylwSGc2gy4vztZC5RcTyP9n ho3LK89ij+G55LJ4HaetRg== 0000899681-00-000147.txt : 20000417 0000899681-00-000147.hdr.sgml : 20000417 ACCESSION NUMBER: 0000899681-00-000147 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000414 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MONEY STORE ASSET BACKED CERTIFICATES SERIES 1998-B CENTRAL INDEX KEY: 0001070935 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 033-58128-A8 FILM NUMBER: 601940 BUSINESS ADDRESS: STREET 1: 2840 MORRIS AVENUE STREET 2: ATTN: INVESTOR REPORTING CITY: UNION STATE: NJ ZIP: 07083 BUSINESS PHONE: 9164465000 MAIL ADDRESS: STREET 1: PO BOX 997124 STREET 2: ATTN: INVESTOR REPORTING CITY: SACRAMENTO STATE: CA ZIP: 95899 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, 1999 Commission file number 333-32775 THE MONEY STORE TRUST 1998-B (AND THE ORIGINATORS AS LISTED BELOW UNDER A POOLING AND SERVICING AGREEMENT, DATED AS OF JULY 31, 1998, PROVIDING FOR THE ISSUANCE OF THE MONEY STORE ASSET BACKED CERTIFICATES SERIES 1998-B). THE MONEY STORE TRUST 1998-B TMS MORTGAGE INC. THE MONEY STORE/D.C. INC. THE MONEY STORE/KENTUCKY INC. THE MONEY STORE HOME EQUITY CORP. THE MONEY STORE/MINNESOTA INC. (Exact name of registrant as specified in its charter) * * - --------------------------------------- ------------------ (State or other jurisdiction (Trust I.R.S. Employer of incorporation or organization) Identification No.) 707 THIRD STREET, WEST SACRAMENTO, CALIFORNIA 95605 - --------------------------------------------- ------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (916) 617-1000 Securities registered pursuant to section 12(g) of the Act: * See Schedule A attached hereto. Schedule A State of IRS Employer REGISTRANT INCORPORATION ID NUMBER TMS Mortgage Inc. New Jersey 22-3217781 The Money Store/D.C. Inc. D.C. 22-2133027 The Money Store/Kentucky Inc. Kentucky 22-2459832 The Money Store Home Equity Corp. Kentucky 22-2522232 The Money Store/Minnesota Inc. Minnesota 22-3003495 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. / / Yes /X/ 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 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 Corporate Financing," 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 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 15, 2000: 114 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 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 Corporate Financing," dated June 18, 1993, and the response of the SEC, dated August 4, 1993, 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 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. 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 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 Corporate Financing," 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 March 15, 2000 as to each Certificateholder of record of more than 5% of the Certificates:
Amount of Name and Address of Security of Title of Class Beneficial Owner Beneficial Owner % of Class The Money Store Trust Asset-Backed Certificates, Series 1998-B, Class AF-1
Amount of Name and Address of Security of Title of Class Beneficial Owner Beneficial Owner % of Class The Money Store Trust Asset-Backed Certificates, Series 1998-B, Class AF-2
Amount of Name and Address of Security of Title of Class Beneficial Owner Beneficial Owner % of Class The Money Store Trust The Bank of New York $11,095,000 8.4 Asset-Backed Certificates, 925 Patterson Plank Rd. Series 1998-B, Secaucus, NJ 07094 Class AF-3 Boston Safe Deposit and $18,630,000 14.1 Trust Company c/o Mellon Bank N.A. Three Mellon Bank Center, Room 153-3015 Pittsburgh, PA 15259 Chase Manhattan Bank $9,380,000 7.1 4 New York Plaza, 13th Floor New York, NY 10004 State Street Bank and $53,780,000 40.7 Trust Company 1776 Heritage Drive Global Corp. Action Unit JAB5NW No. Quincy, MA 02171 Wachovia Bank/Safekeeping $7,500,000 5.7 301 N. Main Street, NC 31058 Winston-Salem, NC 27150 Citibank, N.A. $8,130,000 6.2 P.O. Box 30576 Tampa, FL 33630-1190
Amount of Name and Address of Security of Title of Class Beneficial Owner Beneficial Owner % of Class The Money Store Trust The Bank of New York $17,275,000 34.6 Asset-Backed Certificates, 925 Patterson Plank Rd. Series 1998-B, Secaucus, NJ 07094 Class AF-4 Chase Manhattan Bank $3,000,000 6.0 4 New York Plaza, 13th Floor New York, NY 10004 State Street Bank and $6,674,000 13.3 Trust Company Global Corp. Action Dept. JAB5W P.O. Box 1631 Boston, MA 02105-1631 Wachovia Bank/Safekeeping $7,500,000 15.0 301 N. Main Street, NC 31058 Winston-Salem, NC 27150 Allfirst Bank $8,821,000 17.6 9th Floor - M/C 109-911 110 South Paca Street Baltimore, MD 21201 FUNB - Phila. Main $5,000,000 10.0 123 South Broad Street Philadelphia, PA 19109
Amount of Name and Address of Security of Title of Class Beneficial Owner Beneficial Owner % of Class The Money Store Trust Boston Safe Deposit and $4,695,000 13.4 Asset-Backed Certificates, Trust Company Series 1998-B, c/o Mellon Bank N.A. Class AF-5 Three Mellon Bank Center, Room 153-3015 Pittsburgh, PA 15259 Firstar Bank, N.A. $2,000,000 5.7 425 Walnut Street Location CN-WM-06CT Cincinnati, OH 45201 The Northern Trust Company $2,760,000 7.9 801 S. Canal C-IN Chicago, IL 60607 State Street Bank and $8,850,000 25.3 Trust Company 1776 Heritage Dr. Global Corp. Action Unit JAB5NW North Quincy, MA 02171 Suntrust Bank, Atlanta $6,565,000 18.8 303 Peachtree St., 14th Floor MC#3141 Atlanta, GA 30308
Amount of Name and Address of Security of Title of Class Beneficial Owner Beneficial Owner % of Class The Money Store Trust The Bank of New York $17,500,000 36.5 Asset-Backed Certificates, 925 Patterson Plank Rd. Series 1998-B, Secaucus, NJ 07094 Class AF-6 Bankers Trust Company $7,500,000 15.6 c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211 Chase Manhattan Bank $16,500,000 34.4 4 New York Plaza, 13th Floor New York, NY 10004
Amount of Name and Address of Security of Title of Class Beneficial Owner Beneficial Owner % of Class The Money Store Trust The Bank of New York $13,000,000 24.5 Asset-Backed Certificates, 925 Patterson Plank Rd. Series 1998-B, Secaucus, NJ 07094 Class AF-7 Boston Safe Deposit and $8,800,000 16.6 Trust Company c/o Mellon Bank N.A. Three Mellon Bank Center, Room 153-3015 Pittsburgh, PA 15259 Citibank, N.A. $19,469,000 36.8 P.O. Box 30576 Tampa, FL 33630-3576 Sei Trust Company $5,000,000 9.4 1 Freedom Valley Drive Oaks, PA 19456
Amount of Name and Address of Security of Title of Class Beneficial Owner Beneficial Owner % of Class The Money Store Trust The Bank of New York $9,575,000 33.0 Asset-Backed Certificates, 925 Patterson Plank Rd. Series 1998-B, Secaucus, NJ 07094 Class AF-8 Bankers Trust Company $10,000,000 34.5 c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211 Chase Manhattan Bank $2,000,000 6.9 4 New York Plaza, 13th Floor New York, NY 10004 Citibank, N.A. $5,000,000 17.2 P.O. Box 30576 Tampa, FL 33630-3576
Amount of Name and Address of Security of Title of Class Beneficial Owner Beneficial Owner % of Class The Money Store Trust Bankers Trust Company $4,000 ,000 17.1 Asset-Backed Certificates, c/o BT Services Tennessee Inc. Series 1998-B, 648 Grassmere Park Drive Class AF-9 Nashville, TN 37211 Chase Manhattan Bank $14,329,000 61.4 4 New York Plaza, 13th Floor New York, NY 10004
Amount of Name and Address of Security of Title of Class Beneficial Owner Beneficial Owner % of Class The Money Store Trust Chase Manhattan Bank $228,381,000 43.6 Asset-Backed Certificates, 4 New York Plaza, 13th Floor Series 1998-B, New York, NY 10004 Class AV-1 Investors Fiduciary $76,000,000 14.5 Trust Company/SSB 1776 Heritage Dr. Global Corp. Action Dept. JAB5NW North Quincy, MA 02171 State Street Bank and $159,500,000 30.4 Trust Company 1776 Heritage Dr. Global Corp. Action Unit JAB5NW North Quincy, MA 02171
Amount of Name and Address of Security of Title of Class Beneficial Owner Beneficial Owner % of Class The Money Store Trust Chase Manhattan Bank $41,626,000 53.2 Asset-Backed Certificates, 4 New York Plaza, 13th Floor Series 1998-B, New York, NY 10004 Class AH-1 The Northern Trust Company $35,000,000 44.7 801 S. Canal C-IN Chicago, IL 60607
Amount of Name and Address of Security of Title of Class Beneficial Owner Beneficial Owner % of Class The Money Store Trust The Bank of New York $13,086,000 92.9 Asset-Backed Certificates, 925 Patterson Plank Rd. Series 1998-B, Secaucus, NJ 07094 Class AH-2 BostonSafe Deposit and Trust Company $1,000,000 7.1 c/o Mellon Bank N.A. Three Mellon Bank Center Pittsburgh, PA 15259
Amount of Name and Address of Security of Title of Class Beneficial Owner Beneficial Owner % of Class The Money Store Trust The Bank of New York $20,358,000 80.3 Asset-Backed Certificates, 925 Patterson Plank Rd. Series 1998-B, Secaucus, NJ 07094 Class AH-3 UMB Bank, National Association $5,000,000 19.7 P.O. Box 419260 Kansas City, MO 64141-6260
Amount of Name and Address of Security of Title of Class Beneficial Owner Beneficial Owner % of Class The Money Store Trust The Bank of New York $11,345,000 100% Asset-Backed Certificates, 925 Patterson Plank Rd. Series 1998-B, Secaucus, NJ 07094 Class AH-4
Amount of Name and Address of Security of Title of Class Beneficial Owner Beneficial Owner % of Class The Money Store Trust Union Bank of California, N.A. $8,470,000 89.4 Asset-Backed Certificates, P.O. Box 109 Series 1998-B, San Diego, CA 92112-4103 Class AH-5 Boston Safe Deposit and $500,000 5.3 Trust Company c/o Mellon Bank, N.A. Three Mellon Bank Center, Room 153-3015 Pittsburgh, PA 15259
Amount of Name and Address of Security of Title of Class Beneficial Owner Beneficial Owner % of Class The Money Store Trust The Bank of New York $8,000,000 61.5 Asset-Backed Certificates, 925 Patterson Plank Rd. Series 1998-B, Secaucus, NJ 07094 Class AH-6 The Northern Trust Company $4,500,000 34.6 801 S. Canal C-IN Chicago, IL 60607
Amount of Name and Address of Security of Title of Class Beneficial Owner Beneficial Owner % of Class The Money Store Trust The Bank of New York $8,000,000 50.3 Asset-Backed Certificates, 925 Patterson Plank Rd. Series 1998-B, Secaucus, NJ 07094 Class MH-1 Comerica Bank $2,899,000 18.2 CAP.CHG./Proxy 7CBB/MC 3530 Detroit, MI 48275-3530 Fleet National Bank $1,000,000 6.3 Fleet Services Corp. 2nd Floor NYROTO2B Rochester, NY 14638 U.S. Bank National Association $4,000,000 25.2 MPFP 1603 Proxy Unit 601 Second Avenue South Minneapolis, MN 55402
Amount of Name and Address of Security of Title of Class Beneficial Owner Beneficial Owner % of Class The Money Store Trust The Bank of New York $4,000,000 26.7 Asset-Backed Certificates, 925 Patterson Plank Rd. Series 1998-B, Secaucus, NJ 07094 Class MH-2 Norwest Bank Minnesota, National $10,955,000 73.3 Association 733 Marquette Avenue Minneapolis, MN 55479-0056
Amount of Name and Address of Security of Title of Class Beneficial Owner Beneficial Owner % of Class The Money Store Trust The Northern Trust Company $16,396,000 100% Asset-Backed Certificates, 801 S. Canal C-IN Series 1998-B, Chicago, IL 60607 Class BH-1
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 June 18, 1993, and the response of the SEC, dated August 4, 1993, to the no-action request. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K (A) 1. The consolidated financial statements of MBIA Insurance Corporation (the surety provider for The Money Store Trust Asset Backed Certificates, Series 1998-B) and subsidiaries contained in the annual report on form 10-K for the year ended December 31, 1998 which has been filed with the SEC by MBIA Inc. on March 27, 2000 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. (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 14th day of March, 2000. THE MONEY STORE TRUST 1998-B TMS MORTGAGE INC. THE MONEY STORE/D.C. INC. THE MONEY STORE/KENTUCKY INC. THE MONEY STORE HOME EQUITY CORP. THE MONEY STORE/MINNESOTA INC. By: /s/ ARTHUR Q. LYON -------------------------- Name: Arthur Q. Lyon Title: Chief Financial Officer EXHIBIT INDEX DESCRIPTION PAGE NUMBER Annual Statement 13 Annual Compliance Certificate 13 Annual Independent Accountant's Report 14 EX-13 2 EXHIBIT 13 SERVICER'S CERTIFICATE [TO BE FILED BY AMENDMENT] EX-20 3 EXHIBIT 20 OFFICER'S CERTIFICATE ANNUAL STATEMENT AS TO COMPLIANCE [TO BE FILED BY AMENDMENT] EX-99 4 EXHIBIT 99 INDEPENDENT ACCOUNTANTS' REPORT The Board of Directors The Money Store Inc. We have examined management's assertion, included in the accompanying management assertion, that, except for the noncompliance with minimum servicing standard I.3. described in the third paragraph, The Money Store Inc. (a wholly-owned subsidiary of First Union National Bank) (the Company) complied with the minimum servicing standards relating to its servicing of home equity and home improvement loans, set forth in the Mortgage Bankers Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS (USAP), as of and for the year ended December 31, 1999. Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on the Company's compliance based on our examination. Our examination was made in accordance with attestation 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. Our examination disclosed the following material noncompliance with minimum servicing standard I.3. applicable to the Company during the year ended December 31, 1999 that requires that each custodial account be maintained in a federally insured depository institution in trust for the applicable investor. While all custodial accounts are maintained in a federally insured depository institution, the accounts are lacking the appropriate "in trust for" designations. Management corrected the custodial accounts to contain the appropriate "in trust for" designations in February, 2000. In our opinion, except for the material noncompliance described in the third paragraph, the Company complied in all material respects with the aforementioned minimum servicing standards relating to its servicing of home equity and home improvement loans as of and for the year ended December 31, 1999. /s/ KPMG March 10, 2000 [OBJECT OMITTED] MANAGEMENT'S ASSERTION As of and for the year ended December 31, 1999, The Money Store Inc. (the Company) has complied in all material respects with the minimum servicing standards relating to its servicing of home equity and home improvement loans, set forth in the Mortgage Bankers Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS (USAP), except for the noncompliance with minimum servicing standard I.3., described in the following paragraph. The Company was not in compliance with minimum servicing standard I.3., that requires that each custodial account be maintained at a federally insured depository institution in trust for the applicable investor. While all custodial accounts are maintained in a federally insured depository institution, the accounts are lacking the appropriate "in trust for" designations. Management corrected the custodial accounts to contain the appropriate "in trust for" designation in February, 2000. As of and for the year ended December 31, 1999, the Company had in effect fidelity bond and errors and omissions policies in the amounts of $200 million and $20 million, respectively. /S/ ARTHUR Q. LYON MARCH 10, 2000 - -------------------------------------------- -------------- Arthur Q. Lyon Date Chief Financial Officer The Money Store Inc. /S/ RUSSELL B. PLEASANTS MARCH 10, 2000 - ---------------------------------------------- -------------- Russell B. Pleasants Date Senior Vice President/Manager The Money Store Inc. Servicing 707 3RD STREET - WEST SACRAMENTO, CA 95605 - 916/617-2000 -----END PRIVACY-ENHANCED MESSAGE-----