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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 numbers 333-18877 AND 333-47757
THE MONEY STORE INC., TRANS-WORLD INSURANCE COMPANY d/b/a EDUCAID
AND CLASS NOTES 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.
TRANS-WORLD INSURANCE COMPANY
(Exact name of registrant as specified in its charter)
Delaware 22-3400682
ARIZONA 86-0255348
(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.
/ / Yes /x/ 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, 1998.
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 Compliance Certificate 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 10, 1999: 26
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 10, 1998 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 Owner % of Class
Class Notes Trust Boston Safe Deposit and 7,000,000 7.0
1997-I Auction Rate, Trust Company
Asset Backed Notes, c/o Mellon Bank N.A.
Series 1998-I, Three Mellon Bank Center,
Class A-7 Room 153-3015
Pittsburgh, PA 15259
Citibank, N.A. 8,800,000 8.8
P.O. Box 30576
Tampa, Fl 33630-3576
Salomon Smith Barney Inc. 68,900,000 68.9
333 W. 34th Street
New York, NY 10001
Suntrust Bank, Atlanta 15,000,000 15.0
303 Peachtree St.,
14th Floor
MC#3141
Atlanta, GA 30308
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
Class Notes Trust The Bank of New York 25,600,000 25.6
1997-I Auction Rate, 925 Patterson Plank Rd.
Asset Backed Notes, Secaucus, NJ 07094
Series 1998-I,
Class A-8
Boston Safe Deposit and 8,000,000 8.0
Trust Company
c/o Mellon Bank N.A.
Three Mellon Bank Center,
Room 153-3015
Pittsburgh, PA 15259
Salomon Smith Barney Inc. 47,650,000 47.7
333 W. 34th Street
New York, NY 10001
Wilmington Trust Company 10,000,000 10.0
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
Class Notes Trust 1997-I The Bank of New York 24,900,000 24.9
Auction Rate, 925 Patterson Plank Rd.
Asset Backed Notes, Secaucus, NJ 07094
Series 1998-I,
Class A-9
Bankers Trust Company 5,000,000 5.0
c/o BT Services Tennessee
Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and 10,000,000 10.0
Trust Company
c/o Mellon Bank N.A.
Three Mellon Bank Center,
Room 153-3015
Pittsburgh, PA 15259
Citibank, N.A. 5,500,000 5.5
P.O. Box 30576
Tampa, Fl 33630-3576
Salomon Smith Barney Inc. 42,950,000 42.95
333 W. 34th Street
New York, NY 10001
Suntrust Bank, Atlanta 8,000,000 8.0
303 Peachtree St.,
14th Floor
MC#3141
Atlanta, GA 30308
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
Class Notes Trust The Bank of New York 28,900,000 28.9
1997-I Auction Rate, 925 Patterson Plank Rd.
Asset Backed Notes, Secaucus, NJ 07094
Series 1998-I,
Class A-10
Boston Safe Deposit and 5,000,000 5.0
Trust Company
c/o Mellon Bank N.A.
Three Mellon Bank Center,
Room 153-3015
Pittsburgh, PA 15259
Salomon Smith Barney Inc. 44,600,000 44.6
333 W. 34th Street
New York, NY 10001
State Street Bank and 10,000,000 10.0
Trust Company
Global Corp. Action Dept.
JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Suntrust Bank, Atlanta 8,500,000 8.5
303 Peachtree St.,
14th Floor
MC#3141
Atlanta, GA 30308
Wilmington Trust Company 10,000,000 10.0
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001
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 and subsidiaries audited consolidated
financial statements as of December 31, 1998 and 1997 and for
each of the years in the three year period ended December 31,
1998 included in the Current Report on Form 8-K of Ambac
Financial Group, Inc. which was filed with the Securities and
Exchange Commission on March 24, 1999 are hereby incorporated by
reference.
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, 1999.
THE MONEY STORE INC.
TRANS-WORLD INSURANCE COMPANY
d/b/a EDUCAID
CLASSNOTES, INC.
By: /s/ JAMES RANSOM
Name: James Ransom
Title: Chief Accounting Officer
EXHIBIT INDEX
DESCRIPTION PAGE NUMBER
ANNUAL STATEMENT 9
ANNUAL COMPLIANCE CERTIFICATE 46
INDEPENDENT AUDITORS' CONSENT 47