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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, 1997
Commission file number 333-18877
THE MONEY STORE INC. (AS REPRESENTATIVE UNDER A SALE AND
SERVICING AGREEMENT, DATED AS OF FEBRUARY 28, 1997 PROVIDING FOR THE
ISSUANCE OF CLASSNOTES TRUST 1997-1, ASSET-BACKED NOTES, SERIES 1997-1).
THE MONEY STORE INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY 91-1815460
(State or other jurisdiction (Trust I.R.S. Employer
of incorporation or organization) Identification No.)
2840 MORRIS AVENUE, UNION, NJ 07083
- --------------------------------- --------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (908) 686-2000
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, 1997.
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 March 20, 1998: 16
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 March 20, 1998 as to each
Certificateholder of record of more than 5% of the Certificates:
Title of Class Name and Address of Amount of % of Class
Beneficial Owner Security of
Beneficial Owner
ClassNotes Trust The Bank of New York 15,000,000 19.5
1997-I Asset Backed 925 Patterson Plank Rd.
Notes, Series 1997-I, Secaucus, NJ 07094
Class A-1
Citibank, N.A. 22,250,000 28.9
P.O. Box 30576
Tampa, FL 33630-3576
Smith Barney Inc.
333 W. 34th Street 35,300,000 45.9
New York, NY 10001
Title of Class Name and Address of Beneficial Amount of % of Class
Owner Security of
Beneficial Owner
ClassNotes Trust Bank One Trust Company, N.A. 5,000,000 5.4
1997-I Asset Backed Corp. Reorg. Proxy Specialist
Notes, Series 1997-I, 235 W. Schrock Road
Class A-2 Brooksedge Village
Westerville, OH 43081
Chase Manhattan Bank 5,000,000 5.4
4 New York Plaza, 13th Floor
New York, NY 10004
M&I Marshall & Ilsley Bank 5,000,000 5.4
1000 North Water Street
P.O. Box 2977
Milwaukee, WI 53202
Smith Barney Inc. 51,250,000 55.1
333 W. 34th Street
New York, NY 10001
SSB Custodian 5,750,000 6.2
Global Corp. Action.
Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Suntrust Bank, Atlanta 20,000,000 21.5
303 Peachtree St.,
14th Floor MC#3141
Atlanta, GA 30308
Title of Class Name and Address of Amount of % of Class
Beneficial Owner Security of
Beneficial Owner
ClassNotes Trust The Bank of New York 18,350,000 19.7
1997-I Asset Backed 925 Patterson Plank Rd.
Notes, Series 1997-I, Secaucus, NJ 07094
Class A-3
Chase Manhattan Bank 57,700,000 62
4 New York Plaza, 13th Floor
New York, NY 10004
Smith Barney Inc. 18,950,000 20.4
333 W. 34th Street
New York, NY 10001
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. AMBAC Assurance Corporation ("AMBAC") and Subsidiaries' audited
consolidated financial statements as of December 31, 1997 and 1996 and
for the three years ended December 31, 1997 incorporated herein by
reference as an exhibit to AMBAC's Current Report on Form 8-K filed
with the Securities and Exchange Commission on March 27, 1998.
2. Not applicable
3. Exhibits
13. Annual Statement
20. Annual Compliance Certificate
23. Independent Auditors' Consent
(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 31st day of March, 1998.
THE MONEY STORE INC. as Representative
By: /S/ MICHAEL BENOFF
Name: Michael Benoff
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
DESCRIPTION PAGE NUMBER
ANNUAL STATEMENT 8
ANNUAL COMPLIANCE CERTIFICATE 20
ANNUAL INDEPENDENT ACCOUNTANT"S REPORT 21
INDEPENDENT AUDITORS' CONSENT 21