10-K 1 g75186e10-k.txt THE MONEY STORE TRUST 1998-B 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, 2001 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 -------------- * See Schedule A attached hereto. Securities registered pursuant to section 12(g) of the Act: 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
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 (Section 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, 2001. 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. 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 Not applicable 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. 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 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 29th day of March, 2002. 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 Annual Compliance Certificate Annual Independent Accountant's Report