SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE 0REQUIRED]
For the transition period from to
Commission file number 33-89200
THE MONEY STORE INC. (AS REPRESENTATIVE) AND TRANS-WORLD INSURANCE COMPANY D/B/A
EDUCAID (AS SELLER) UNDER A SECOND SUPPLEMENTAL SALE AND SERVICING AGREEMENT,
DATED AS OF DECEMBER 27, 1995 PROVIDING FOR THE ISSUANCE OF CLASSNOTES TRUST
1995-1 (F/K/A EDUCATION ALLIANCE 1995-I), ASSET-BACKED NOTES, SERIES 1995-2
THE MONEY STORE INC. AS REPRESENTATIVE
TRANS-WORLD INSURANCE COMPANY D/B/A EDUCAID AS SELLER
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW JERSEY 22-3409179
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(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR IDENTIFICATION NO.)
ORGANIZATION)
2840 MORRIS AVENUE, UNION, NJ 07083
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES (ZIP CODE)
908-686-2000
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
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NONE NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
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(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 TWELVE 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
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INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405
OF REGULATION S-K 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 CORPORATION
FINANCING, DATED FEBRUARY 12, 1996 AND THE RESPONSE OF THE SEC DATED AUGUST 4,
1993 TO THE NO-ACTION REQUEST.
PART I
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Item 1. BUSINESS
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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
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Reference is made to the Annual Compliance Certificate attached as
Exhibit 20 hereto.
Reference is made to the Annual Statement attached as Exhibit 13
hereto.
Item 3. LEGAL PROCEEDINGS
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NONE
Item 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
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None
PART II
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Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
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There is no established trading market for Registrant's securities
subject to this filing.
Number of holders of record of the Notes as of January 31, 1997: 12
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Item 6. SELECTED FINANCIAL DATA
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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
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RESULTS OF OPERATIONS
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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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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Reference is made to the Annual Compliance Certificate attached as
Exhibit 20 hereto.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
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FINANCIAL DISCLOSURE
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None.
PART III
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Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
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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 11. EXECUTIVE COMPENSATION
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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
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The following information is furnished as of January 31, 1997 as to
each Noteholder of record of more than 5% of the Certificates:
Title of Class Name and Address Amount of % of
of Beneficial Owner Notes of Class
Beneficial
Owner
ClassNotes Trust 1995-1, Asset-Backed Chase Manhattan Bank 18,600,000 20
Notes Two Chase Manhattan Plaza,
Series 1995-2, Class A-5 5th Fl.
New York, NY 10081
Citicorp Services, Inc. 14,700,000 16
P.O. Box 30576
Tampa, FL 33630-3576
Smith Barney, Inc. 57,600,000 62
333 W. 34th Street
New York, NY 10001
ClassNotes Trust 1995-1, Asset-Backed The Bank of New York 15,000,000 15
Notes 925 Patterson Plank Road
Series 1995-2, Class A-6 Secaucus, NJ 07094
Chase Manhattan Bank 19,800,000 20
Two Chase Manhattan Plaza,
5th Fl.
New York, NY 10081
Key Bank National Association 8,650,000 9
4900 Tiedeman Road
Brooklyn, Ohio 44144
Smith Barney, Inc. 50,750,000 51
333 W. 34th Street
New York, NY 10001
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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(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
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Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
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(a) 1. The consolidated financial statements of AMBAC Indemnity
Corporation (the surety provider for ClassNotes Trust1995-1, Series 1995-2) and
subsidiaries contained in the annual report on form 8-K for the year ending
December 31, 1995 and 1996 which has been filed with the SEC by AMBAC Inc.on
March 3, 1997 is hereby incorporated herein by reference.
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, thereto duly authorized on the 27th day of March,
1997.
TRANS-WORLD INSURANCE COMPANY, as Seller
BY: /s/ Marc Turtletaub
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MARC TURTLETAUB
CHIEF EXECUTIVE OFFICER
BY: /s/ Morton Dear
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MORTON DEAR
EXECUTIVE VICE PRESIDENT/SECRETARY
BY: /s/ James K. Ransom
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JAMES K. RANSOM
VICE PRESIDENT/Controller
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities indicated on the 27th day of March, 1997.
BY: /s/ Alan Turtletaub
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ALAN TURTLETAUB
EXECUTIVE VICE PRESIDENT
DIRECTOR
BY: /s/ Marc Turtletaub
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MARC TURTLETAUB
CHIEF EXECUTIVE OFFICER
DIRECTOR
BY: /s/ Morton Dear
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MORTON DEAR
EXECUTIVE VICE PRESIDENT/SECRETARY
DIRECTOR
BY: /s/ Harry Puglisi
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HARRY PUGLISI
TREASURER
DIRECTOR