AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 11, 1998
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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THE MONEY STORE INC.
(Representative of the Trusts and Guarantor)
CLASSNOTES INC.
(Seller)
TRANS-WORLD INSURANCE COMPANY
(Seller)
(Exact name of registrant as specified in its charter)
New Jersey 22-2293022
Delaware 22-3400682
Arizona 86-0255348
State of Incorporation IRS Employer Identification Number
2840 Morris Avenue
Union, New Jersey 07083
(908) 686-2000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive office)
Bruce Hurwitz, Esq.
Senior Corporate Counsel
3301 C Street, Suite 100-M
Sacramento, California 95816
(916) 554-8355
(Name, address, including zip code, and telephone number
including area code, of agent for service)
Copies to:
Richard L. Fried, Esq.
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038-4982
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. /X/
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. /X/ 333-18877
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Amount Aggregate Aggregate Amount of
Title Of Securities to be Price Offering Registration
Being Registered Registered per Unit(1) Price Fee
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Asset Backed Notes $56,000,000 100% $56,000,000 $16,520
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Limited Guaranty of The
Money Store Inc. (2) (2) (2) (2)
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(1) Estimated solely for purposes of calculating the registration fee.
(2) No additional consideration will be paid for the Limited Guaranty;
accordingly, no separate filing fee is being paid herewith pursuant to Rule
457(n).
This registration statement is being filed pursuant to Rule 462(b) ("Rule
462(b)") under the Securities Act of 1933, as amended ("Securities Act"), and
includes the registration statement facing page, this page, the signature page,
an exhibit index, legal opinions and related consents. Pursuant to Rule 462(b),
the contents of the Registration Statement on Form S-3 (File No. 33-18877),
including the exhibits thereto, are incorporated by reference into this
registration statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Union, State of New Jersey, on the 11th day of March,
1998.
THE MONEY STORE INC., REPRESENTATIVE
CLASSNOTES INC., SELLER
TRANS-WORLD INSURANCE COMPANY, SELLER
By: /s/ Michael Benoff
Michael Benoff Executive Vice President
and Chief Financial Officer (Principal
Financial Officer) of The Money Store
Inc. and Senior Vice President
(Principal Financial Officer) of
ClassNotes Inc. and Trans-World
Insurance Company d/b/a Educaid
We, the undersigned officers and directors do hereby constitute and appoint
Michael Benoff, Harry Puglisi and Bruce Hurwitz, or any of them, our true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each of said attorney-in-fact and agent, or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on March 11, 1998.
SIGNATURE TITLE
Chairman of the Board of Directors
Alan Turtletaub and Executive Vice President of The
Money Store Inc., Executive Vice
President of ClassNotes Inc. and
Director and Executive Vice President
of Trans-World Insurance Company
d/b/a Educaid
/s/ Marc Turtletaub President, Chief Executive Officer
Marc Turtletaub (Principal Executive Officer) and
Director of The Money Store Inc.,
Chief Executive Officer and Director
of ClassNotes Inc. and Chief
Executive Officer and Director of
Trans-World Insurance Company d/b/a
Educaid
/s/ Michael Benoff Executive Vice President and Chief
Michael Benoff Financial Officer (Principal
Financial Officer) of The Money Store
Inc. and Senior Vice President
(Principal Financial Officer) of
ClassNotes Inc. and Trans-World
Insurance Company d/b/a Educaid
/s/ Harry Puglisi Treasurer and Director of The Money
Harry Puglisi Store Inc. and Trans-World Insurance
Company d/b/a Educaid and Treasurer
of ClassNotes Inc.
/s/ James K. Ransom Vice President and Controller
James K. Ransom (Principal Accounting Officer) of
The Money Store Inc., ClassNotes Inc.
and Trans-World Insurance Company
d/b/a Educaid
/s/ Paul R. Eber Executive Vice President and Director
Paul R. Eber of Trans-World Insurance Company
d/b/a Educaid and ClassNotes Inc.
/s/ Morton Dear Director of The Money Store Inc.,
Morton Dear ClassNotes Inc. and Trans-World
Insurance Company d/b/a Educaid, Vice
Chairman, Senior Executive Vice
President and Secretary of The Money
Store Inc. and Executive Vice
President and Secretary of ClassNotes
Inc. and Trans-World Insurance
Company d/b/a Educaid
/s/ William S. Templeton Director and Executive Vice President
William S. Templeton of The Money Store Inc.
Director of The Money Store Inc.
Alexander C. Schwartz, Jr.
Director of The Money Store Inc.
Anthony Watson
/s/ John A. Reeves President (Principal Executive
John A. Reeves Officer) of ClassNotes Inc. and
Trans-World Insurance Company
d/b/a Educaid
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
5.1 Opinion of Stroock & Stroock & Lavan LLP with respect to legality
8.1 Opinion of Stroock & Stroock & Lavan LLP with respect to federal
and New York tax matters (included in Exhibit 5.1)
23.1 Consent of Stroock & Stroock & Lavan LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included as part of the signature page)