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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, 2000
Commission file numbers 333-18877 AND 333-47757
THE MONEY STORE INC.AND CLASSNOTES INC. (AS REPRESENTATIVE UNDER A SECOND
SUPPLEMENTAL SALE AND SERVICING AGREEMENT, DATED AS OF MARCH 17, 1998 PROVIDING
FOR THE ISSUANCE OF CLASSNOTES TRUST 1997-I, SERIES 1998-1).
CLASSNOTES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-3400682
(State or other jurisdiction (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(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, 1996.
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 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 the NOTES as of April 9, 2001: 23
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 April 9, 2001 as to each
holder of record of more than 5% of a class of the Trust's securities:
Amount of Security of
Name and Address of Beneficial Owner %
Title of Class Beneficial Owner of Class
Class Notes Trust 1997-I Bank of New York (THE) $8,200,000 8.2
Auction Rate, 925 Patterson Plank Rd.
Asset Backed Notes, Secaucus, NJ 07094
Series 1998-I,
Class A-7
Salomon Smith Barney Inc. $86,700,000 86.7
333 W. 34th Street
New York, NY 10001
Amount of Security of
Name and Address of Beneficial Owner
Title of Class Beneficial Owner % of Class
Class Notes Trust 1997-I Bank of New York $10,150,000 10.15
Auction Rate, 925 Patterson Plank Rd.
Asset Backed Notes, Secaucus, NJ 07094
Series 1998-I,
Class A-8
Citibank, N.A. $12,700,000 12.7
3800 Citicorp Center Tampa
Building B/Floor 1
Tampa, FL 33610-9122
Salomon Smith Barney Inc. $59,750,000 59.75
333 W. 34th Street
New York, NY 10001
State Street Bank and Trust Company $17,400,000 17.4
1776 Heritage Dr.
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171
Amount of Security of
Name and Address of Beneficial Owner
Beneficial Owner % of Class
Title of Class
Class Notes Trust 1997-I Boston Safe Deposit and Trust Company $10,500,000 10.5
Auction Rate, c/o Mellon Bank N.A.
Asset Backed Notes, Three Mellon Bank Center,
Series 1998-I, Room 153-3015
Class A-9 Pittsburgh, PA 15259
Salomon Smith Barney Inc. $73,700,000 73.7
333 W. 34th Street
New York, NY 10001
State Street Bank and Trust Company $8,850,000 8.85
1776 Heritage Dr.
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171
Class Notes Trust 1997-I Bear, Sterns Securities Corp. $12,000,000 10.91
Auction Rate, One Metrotech Center North
Asset Backed Notes, 4th Floor
Series 1998-I, Brooklyn, NY 11201-3862
Class A-10
Boston Safe Deposit and Trust Company $15,000,000 13.64
c/o Mellon Bank N.A.
Three Mellon Bank Center,
Room 153-3015
Pittsburgh, PA 15259
Salomon Smith Barney Inc. $39,100,000 35.55
333 W. 34th Street
New York, NY 10001
SSB - Trust Custody $31,300,000 28.45
225 Franklin Street, M4
Boston, MA 02110
State Street Bank and $10,000,000 9.09
Trust Company
1776 Heritage Dr.
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171
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. To be filed by amendment.
2. Not applicable
3. Exhibits
13. Annual Statement
20. Annual Compliance Certificate
(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 16th day of April, 2001.
CLASSNOTES, INC.
By: /s/ Arthur Q. Lyon
---------------------------
Name: Arthur Q. Lyon
Title: Chief Financial Officer
EXHIBIT INDEX
DESCRIPTION PAGE NUMBER
ANNUAL STATEMENT 6
ANNUAL COMPLIANCE CERTIFICATE 6