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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, 1998
Commission file number 033-32775
THE MONEY STORE TRUST 1998-A AND THE ORIGINATORS AS LISTED BELOW (UNDER A
POOLING AND SERVICING AGREEMENT, DATED AS OF FEBRUARY 28, 1998 PROVIDING FOR THE
ISSUANCE OF THE MONEY STORE HOME EQUITY ASSET BACKED CERTIFICATES SERIES
1998-A).
THE MONEY STORE TRUST 1998-A
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.
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 (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 10, 1999: 162
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 10, 1999 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 % of
Owner Class
The Money Store Trust The Bank of New York 32,225,000 24.6
Asset-Backed Certificates, 925 Patterson Plank Rd.
Series 1998-A, Secaucus, NJ 07094
Class AF-1
Chase Manhattan Bank 81,000,000 61.8
4 New York Plaza, 13th Floor
New York, NY 10004
State Street Bank and 9,000,000 6.9
Trust Company
Global Corp. Action
Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial % of
Owner Class
The Money Store Trust Boston Safe Deposit 4,100,000 6.2
Asset-Backed and Trust Company
Certificates, c/o Mellon Bank N.A.
Series 1998-A, Three Mellon Bank
Class AF-2 Center, Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 53,000,000 80.3
4 New York Plaza, 13th Floor
New York, NY 10004
State Street Bank and 7,300,000 11.1
Trust Company
Global Corp. Action
Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial % of
Owner Class
The Money Store Trust The Bank of New York 14,000,000 11.7
Asset-Backed 925 Patterson Plank Rd.
Certificates, Secaucus, NJ 07094
Series 1998-A,
Class AF-3
Bankers Trust Company 15,000,000 12.5
c/o BT Services
Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Bankers Trust Company 13,500,000 11.3
/First Union Safekeeping
Dealer Clearance
16 Wall Street, 5th Floor
New York, NY 10005
Chase Manhattan Bank 10,500,000 8.8
4 New York Plaza, 13th Floor
New York, NY 10004
Prudential Securities 17,000,000 14.2
Incorporated
Issuer Services
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
State Street Bank and 21,000,000 17.5
Trust Company
Global Corp. Action
Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial % of
Owner Class
The Money Store Trust Chase Manhattan Bank 13,350,000 29.7
Asset-Backed 4 New York Plaza, 13th Floor
Certificates, New York, NY 10004
Series 1998-A,
Class AF-4
The Northern Trust Company 7,355,000 16.3
801 S. Canal C-IN
Chicago, IL 60607
PNC Bank, N.A./Pittsburgh 12,500,000 27.8
One PNC Plaza, 9th Floor,
249 Fifth Avenue
Pittsburgh, PA 15222-7707
State Street Bank and 4,250,000 9.4
Trust Company
Global Corp. Action
Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial % of
Owner Class
The Money Store Trust Bankers Trust Company 5,150,000 8.7
Asset-Backed c/o BT Services
Certificates, Tennessee Inc.
Series 1998-A, 648 Grassmere Park Drive
Class AF-5 Nashville, TN 37211
Boston Safe Deposit and 5,600,000 9.5
Trust Company
c/o Mellon Bank N.A.
Three Mellon Bank
Center, Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 15,430,000 26.2
4 New York Plaza, 13th Floor
New York, NY 10004
Chase Manhattan 10,945,000 18.55
Bank/MSTC
One Pierrepont Plaza, 8th Floor
Brooklyn, NY 11201
State Street Bank and 10,980,000 18.6
Trust Company
Global Corp. Action
Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial % of
Owner Class
The Money Store Trust The Bank of New York 16,670,000 38.8
Asset-Backed 925 Patterson Plank Rd.
Certificates, Secaucus, NJ 07094
Series 1998-A,
Class AF-6
Chase Manhattan Bank 20,500,000 47.7
4 New York Plaza, 13th Floor
New York, NY 10004
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial % of
Owner Class
The Money Store Trust Bankers Trust Company 17,500,000 35.7
Asset-Backed c/o BT Services
Certificates, Tennessee Inc.
Series 1998-A, 648 Grassmere Park Drive
Class AF-7 Nashville, TN 37211
The Northern Trust Company 7,540,000 15.4
801 S. Canal C-IN
Chicago, IL 60607
State Street Bank and 11,500,000 23.5
Trust Company
Global Corp. Action
Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
U.S. Bank National Association 5,000,000 10.2
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 % of
Owner Class
The Money Store Trust The Bank of New York 30,000,000 100%
Asset-Backed 925 Patterson Plank Rd.
Certificates, Secaucus, NJ 07094
Series 1998-A,
Class AF-8
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial % of
Owner Class
The Money Store Trust The Bank of New York 1,965,000 7.3
Asset-Backed 925 Patterson Plank Rd.
Certificates, Secaucus, NJ 07094
Series 1998-A,
Class AF-9
Bankers Trust Company 1,661,000 6.2
c/o BT Services
Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and 1,577,000 5.8
Trust Company
c/o Mellon Bank N.A.
Three Mellon Bank
Center, Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 10,000,000 37.0
4 New York Plaza, 13th Floor
New York, NY 10004
Firstar Trust Company 5,000,000 18.5
777 E. Wisconsin Avenue
Milwaukee, WI 53202
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial % of
Owner Class
The Money Store Trust Bankers Trust Company 31,450,000 5.9
Asset-Backed c/o BT Services
Certificates, Tennessee Inc.
Series 1998-A, 648 Grassmere Park Drive
Class AV-1 Nashville, TN 37211
Boston Safe Deposit and 34,375,000 6.5
Trust Company
c/o Mellon Bank N.A.
Three Mellon Bank Center,
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 209,000,000 39.4
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 45,428,042 8.6
P.O. Box 30576
Tampa, FL 33630-3576
State Street Bank and 124,371,958 23.5
Trust Company
Global Corp. Action
Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial % of
Owner Class
The Money Store Trust The Bank of New York 5,000,000 9.0
Asset-Backed Certificates, 925 Patterson Plank Rd.
Series 1998-A, Secaucus, NJ 07094
Class AH-1
Boston Safe Deposit and 12,000,000 21.6
Trust Company
c/o Mellon Bank N.A.
Three Mellon Bank Center,
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 10,023,000 18.1
4 New York Plaza, 13th Floor
New York, NY 10004
State Street Bank and 25,500,000 45.9
Trust Company
Global Corp. Action
Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial % of
Owner Class
The Money Store Trust Chase Manhattan Bank 12,685,000 100%
Asset-Backed Certificates, 4 New York Plaza, 13th Floor
Series 1998-A, New York, NY 10004
Class AH-2
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial % of
Owner Class
The Money Store Trust The Bank of New York 14,307,000 48.8
Asset-Backed Certificates, 925 Patterson Plank Rd.
Series 1998-A, Secaucus, NJ 07094
Class AH-3
PNC Bank, National 2,500,000 8.5
Association
1835 Market Street
11 Penn Center, 15th Floor
Philadelphia, PA 19103
The Provident Bank 1,500,000 5.1
One East Fourth Street
Mail Stop 666D
Cincinnati, OH 45202
State Street Bank and 8,600,000 29.3
Trust Company
Global Corp. Action
Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial % of
Owner Class
The Money Store Trust The Bank of New York 7,906,000 75.9
Asset-Backed Certificates, 925 Patterson Plank Rd.
Series 1998-A, Secaucus, NJ 07094
Class AH-4
Investors Bank & Trust/ 1,500,000 14.4
M.F. Custody
200 Clarendon Street
15th Floor-Hancock Tower
Boston, MA 02116
The Northern Trust Company 1,000,000 9.6
801 S. Canal C-IN
Chicago, IL 60607
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial % of
Owner Class
The Money Store Trust The Bank of New York 13,000,000 70.2
Asset-Backed Certificates, 925 Patterson Plank Rd.
Series 1998-A, Secaucus, NJ 07094
Class AH-5
LaSalle National Bank 1,035,000 5.6
c/o ADP Proxy Services
The Northern Trust Company 1,400,000 7.6
801 S. Canal C-IN
Chicago, IL 60607
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial % of
Owner Class
The Money Store Trust The Bank of New York 4,000,000 32.3
Asset-Backed Certificates, 925 Patterson Plank Rd.
Series 1998-A, Secaucus, NJ 07094
Class MH-1
Citibank, N.A. 3,375,000 27.3
P.O. Box 30576
Tampa, FL 33630-3576
Firstar Trust Company 1,000,000 8.1
777 E. Wisconsin Avenue
Milwaukee, WI 53202
Suntrust Bank, Atlanta 4,000,000 32.3
303 Peachtree St.,14th Floor
MC#3141
Atlanta, GA 30308
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial % of
Owner Class
The Money Store Trust The Bank of New York 6,000,000 47.7
Asset-Backed Certificates, 925 Patterson Plank Rd.
Series 1998-A, Secaucus, NJ 07094
Class MH-2
PNC Bank, National Association 2,000,000 15.9
1835 Market Street
11 Penn Center, 15th Floor
Philadelphia, PA 19103
State Street Bank and 4,581,000 36.4
Trust Company
Global Corp. Action
Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial % of
Owner Class
The Money Store Trust Chase Manhattan Bank 13,613,000 100%
Asset-Backed Certificates, 4 New York Plaza, 13th Floor
Series 1998-A, New York, NY 10004
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-A) 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 26, 1999 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 31st day of March, 1999.
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/ JAMES RANSOM
------------------------------
James Ransom
Chief Accounting Officer
EXHIBIT INDEX
DESCRIPTION PAGE NUMBER
Annual Statement 20
Annual Compliance Certificate 33
Annual Independent Accountant's Report 35