ITEM 1. BUSINESS
Omitted pursuant to the "Request for no-action letter forwarded to the Office of Chief Counsel Division of Corporate Financing," dated June 18, 1993, and the response of the SEC, dated August 4, 1993, to the no-action request.
ITEM 2.
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.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5.
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 record of the Certificates as of March 10, 1999: 157
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Omitted pursuant to the "Request for no-action letter forwarded to the Office of Chief Counsel Division of Corporate Financing," dated June 18, 1993, and the response of the SEC, dated August 4, 1993, to the no-action request.
ITEM 7.
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 Corporate Financing," dated June 18, 1993, and the response of the SEC, dated August 4, 1993, to the no-action request.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is made to the Annual Compliance Certificate attached as Exhibit 20.
Reference is made to the annual Independent Accountant's Report on the Servicer's compliance with loan servicing standards as prepared by KPMG Peat Marwick, the Servicer's and Registrant's Independent Certified Public Accountants, accompanied by the Registrant's Management Assertion, and attached as Exhibit 99 hereto.
ITEM 9.
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 Corporate Financing," dated June 18, 1993, and the response of the SEC, dated August 4, 1993, to the no-action request.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Omitted pursuant to the "Request for no-action letter forwarded to the Office of Chief Counsel Division of Corporate Financing," dated June 18, 1993, and the response of the SEC, dated August 4, 1993, to the no-action request.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Omitted pursuant to the "Request for no-action letter forwarded to the Office of Chief Counsel Division of Corporate Financing," dated June 18, 1993, and the response of the SEC, dated August 4, 1993, to the no-action request.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following information is furnished as of March 10, 1999 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
The Money Store Bankers Trust Company/ 6,500,000 7.4 Trust Asset-Backed First Union Safekeeping Certificates, Dealer Clearance Series 1998-B 16 Wall Street, 5th Floor Class AF-1 New York, NY 10005
Chase Manhattan Bank 18,000,000 20.5 4 New York Plaza, 13th Floor New York, NY 10004
State Street Bank and 42,000,000 47.7 Trust Company Global Corp. Action Dept. JAB5W P.O. Box 1631 Boston, MA 02105-1631
Suntrust Bank, Atlanta 17,000,000 19.3 303 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
The Money Store Trust The Bank of New York 3,970,000 6.1 Asset-Backed 925 Patterson Plank Rd. Certificates, Secaucus, NJ 07094 Series 1998-B Class AF-2 Bankers Trust Company 24,850,000 38.2 c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211
Boston Safe Deposit and 5,800,000 8.9 Trust Company c/o Mellon Bank N.A. Three Mellon Bank Center, Room 153-3015 Pittsburgh, PA 15259
The First National 5,450,000 8.4 Bank of Maryland 9th Floor- M/C 109-911 110 So. Paca Street Baltimore, MD 21201
The Northern Trust Company 4,220,000 6.5 801 S. Canal C-IN Chicago, IL 60607
State Street Bank and 8,300,000 12.8 Trust Company Global Corp. Action Dept. JAB5W P.O. Box 1631 Boston, MA 02105-1631
Amount of Name and Address of Security of Title of Class Beneficial Owner Beneficial Owner % of Class
The Money Store Trust The Bank of New York 23,350,000 17.7 Asset-Backed 925 Patterson Plank Rd. Certificates, Secaucus, NJ 07094 Series 1998-B Class AF-3 Bankers Trust Company 15,340,000 11.6 c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211
Boston Safe Deposit and 29,260,000 22.2 Trust Company c/o Mellon Bank N.A. Three Mellon Bank Center, Room 153-3015 Pittsburgh, PA 15259
Chase Manhattan Bank 7,930,000 6.0 4 New York Plaza, 13th Floor New York, NY 10004
State Street Bank and 32,195,000 24.4 Trust Company Global Corp. Action Dept. JAB5W P.O. Box 1631 Boston, MA 02105-1631
Wachovia Bank/Safekeeping 7,500,000 5.7 301 N. Main Street, NC 31058 Winston-Salem, NC 27150
Amount of Name and Address of Security of Title of Class Beneficial Owner Beneficial Owner % of Class
The Money Store Trust The Bank of New York 22,342,000 44.7 Asset-Backed 925 Patterson Plank Rd. Certificates, Secaucus, NJ 07094 Series 1998-B, Class AF-4 Boston Safe Deposit and 5,313,000 10.6 Trust Company c/o Mellon Bank N.A. Three Mellon Bank Center, Room 153-3015 Pittsburgh, PA 15259
Chase Manhattan Bank 3,120,000 6.2 4 New York Plaza, 13th Floor New York, NY 10004
State Street Bank and 3,355,000 6.7 Trust Company Global Corp. Action Dept. JAB5W P.O. Box 1631 Boston, MA 02105-1631
Wachovia Bank/Safekeeping 7,500,000 15.0 301 N. Main Street, NC 31058 Winston-Salem, NC 27150
Amount of Name and Address of Security of Title of Class Beneficial Owner Beneficial Owner % of Class
The Money Store Trust Boston Safe Deposit and 4,695,000 13.4 Asset-Backed Trust Company Certificates, c/o Mellon Bank N.A. Series 1998-B, Three Mellon Bank Center, Room 153-3015 Class AF-5 Pittsburgh, PA 15259
Firstar Trust Company 2,000,000 5.7 777 E. Wisconsin Avenue Milwaukee, WI 53202
The Northern Trust Company 2,760,000 7.9 801 S. Canal C-IN Chicago, IL 60607
State Street Bank and 8,850,000 25.3 Trust Company Global Corp. Action Dept. JAB5W P.O. Box 1631 Boston, MA 02105-1631
Suntrust Bank, Atlanta 5,830,000 16.7 303 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
The Money Store Trust The Bank of New York 17,500,000 36.5 Asset-Backed 925 Patterson Plank Rd. Certificates, Secaucus, NJ 07094 Series 1998-B, Class AF-6 Bankers Trust Company 7,500,000 15.6 c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211
Chase Manhattan Bank 19,850,000 41.4 4 New York Plaza, 13th Floor New York, NY 10004
Amount of Name and Address of Security of Title of Class Beneficial Owner Beneficial Owner % of Class
The Money Store Trust The Bank of New York 13,000,000 24.5 Asset-Backed 925 Patterson Plank Rd. Certificates, Secaucus, NJ 07094 Series 1998-B, Class AF-7 Boston Safe Deposit and 12,000,000 22.7 Trust Company c/o Mellon Bank N.A. Three Mellon Bank Center, Room 153-3015 Pittsburgh, PA 15259
Citibank, N.A. 19,469,000 36.8 P.O. Box 30576 Tampa, FL 33630-3576
Sei Trust Company 5,000,000 9.4 1 Freedom Valley Drive Oaks, PA 19456
Amount of Name and Address of Security of Title of Class Beneficial Owner Beneficial Owner % of Class
The Money Store Trust The Bank of New York 6,075,000 20.9 Asset-Backed 925 Patterson Plank Rd. Certificates, Secaucus, NJ 07094 Series 1998-B, Class AF-8 Bankers Trust Company 10,000,000 34.5 c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211
Chase Manhattan Bank 2,000,000 6.9 4 New York Plaza, 13th Floor New York, NY 10004
Citibank, N.A. 5,000,000 17.2 P.O. Box 30576 Tampa, FL 33630-3576
State Street Bank and 4,500,000 15.5 Trust Company Global Corp. Action Dept. JAB5W P.O. Box 1631 Boston, MA 02105-1631
Amount of Name and Address of Security of Title of Class Beneficial Owner Beneficial Owner % of Class
The Money Store Trust The Bank of New York 1,846,000 7.9 Asset-Backed 925 Patterson Plank Rd. Certificates, Secaucus, NJ 07094 Series 1998-B, Class AF-9 Bankers Trust Company 2,869,000 12.3 c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211
Boston Safe Deposit and 1,415,000 6.1 Trust Company c/o Mellon Bank N.A. Three Mellon Bank Center, Room 153-3015 Pittsburgh, PA 15259
Chase Manhattan Bank 13,569,000 58.2 4 New York Plaza, 13th Floor New York, NY 10004
The Northern Trust Company 2,310,000 9.9 801 S. Canal C-IN Chicago, IL 60607
Amount of Name and Address of Security of Title of Class Beneficial Owner Beneficial Owner % of Class
The Money Store Trust Chase Manhattan Bank 228,381,000 43.6 Asset-Backed 4 New York Plaza, Certificates, 13th Floor Series 1998-B, New York, NY 10004 Class AV-1 Investors Fiduciary 76,000,000 14.5 Trust Company/SSB Global Corp. Action Dept. JAB5W P.O. Box 1631 Boston, MA 02105-1631
State Street Bank and 156,500,000 29.8 Trust Company Global Corp. Action Dept. JAB5W P.O. Box 1631 Boston, MA 02105-1631
Amount of Name and Address of Security of Title of Class Beneficial Owner Beneficial Owner % of Class
The Money Store Trust Chase Manhattan Bank 41,626,000 53.2 Asset-Backed 4 New York Plaza, Certificates, 13th Floor Series 1998-B New York, NY 10004 Class AH-1 The Northern Trust Company 35,000,000 44.7 801 S. Canal C-IN Chicago, IL 60607
Amount of Name and Address of Security of Title of Class Beneficial Owner Beneficial Owner % of Class
The Money Store Trust The Bank of New York 14,086,000 100% Asset-Backed 925 Patterson Plank Rd. Certificates, Secaucus, NJ 07094 Series 1998-B Class AH-2
Amount of Name and Address of Security of Title of Class Beneficial Owner Beneficial Owner % of Class
The Money Store Trust The Bank of New York 20,358,000 80.3 Asset-Backed 925 Patterson Plank Rd. Certificates, Secaucus, NJ 07094 Series 1998-B Class AH-3 UMB Bank, National 5,000,000 19.7 Association P.O. Box 419260 Kansas City, MO 64141-6260
Amount of Name and Address of Security of Title of Class Beneficial Owner Beneficial Owner % of Class
The Money Store Trust The Bank of New York 11,345,000 100% Asset-Backed 925 Patterson Plank Rd. Certificates, Secaucus, NJ 07094 Series 1998-B Class AH-4
Amount of Name and Address of Security of Title of Class Beneficial Owner Beneficial Owner % of Class
The Money Store Trust The Bank of New York/ 8,470,000 89.4 Asset-Backed Western Trust Company Certificates, One Wall Street Series 1998-B New York, NY 10286 Class AH-5
The First National 1,000,000 10.6 Bank of Maryland 9th Floor- M/C 109-911 110 So. Paca Street Baltimore, MD 21201
Amount of Name and Address of Security of Title of Class Beneficial Owner Beneficial Owner % of Class
The Money Store Trust The Bank of New York 8,000,000 61.5 Asset-Backed 925 Patterson Plank Rd. Certificates, Secaucus, NJ 07094 Series 1998-B, Class AH-6 The Northern Trust Company 4,500,000 34.6 801 S. Canal C-IN Chicago, IL 60607
Amount of Name and Address of Security of Title of Class Beneficial Owner Beneficial Owner % of Class
The Money Store Trust The Bank of New York 8,000,000 50.3 Asset-Backed 925 Patterson Plank Rd. Certificates, Secaucus, NJ 07094 Series 1998-B, Class MH-1 Comerica Bank 2,899,000 18.2 CAP.CHG./Proxy 7CBB/ MC 3530 Detroit, MI 48275-3530
Fleet Bank of 1,000,000 6.3 Massachusetts, N.A. Fleet Services Corp. 2nd Floor NYROTO2B Rochester, NY 14638
U.S. Bank National 4,000,000 25.2 Association MPFP 1603 Proxy Unit 601 Second Avenue South Minneapolis, MN 55402
Amount of Name and Address of Security of Title of Class Beneficial Owner Beneficial Owner % of Class
The Money Store Trust The Bank of New York 4,000,000 26.7 Asset-Backed 925 Patterson Plank Rd. Certificates, Secaucus, NJ 07094 Series 1998-B, Class MH-2 Norwest Bank Minnesota, 10,955,000 73.3 National Association 733 Marquette Avenue Minneapolis, MN 55479-0056
Amount of Name and Address of Security of Title of Class Beneficial Owner Beneficial Owner % of Class
The Money Store Trust The Northern Trust Company 16,396,000 100% Asset-Backed 801 S. Canal C-IN Certificates, Chicago, IL 60607 Series 1998-B, Class BH-1
ITEM 13.
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 Corporate Financing," dated June 18, 1993, and the response of the SEC, dated August 4, 1993, to the no-action request.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K
(a)
1. The consolidated financial statements of MBIA Insurance Corporation (the surety provider for The Money Store Trust Asset Backed Certificates, Series 1998-B) and subsidiaries contained in the annual report on form 10-K for the year ended December 31, 1998 which has been filed with the SEC by MBIA Inc. on March 24, 1999 is hereby incorporated herein by reference.
2. Not applicable
3. Exhibits
13. Annual Statement
20. Annual Compliance Certificate
99. Annual Independent Accountant's Report on the Servicer's compliance with loan servicing standards as prepared by KPMG Peat Marwick, the Servicer's and Registrant's Independent Certified Public Accountants, accompanied by the Registrant's Management Assertion.
(b)-(d) Omitted pursuant to the "Request for no-action letter forwarded to the Office of Chief Counsel Division of Corporate Financing," dated June 18, 1993, and the response of the SEC, dated August 4, 1993, to the no-action request.
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 TRUST 1998-B TMS MORTGAGE INC. THE MONEY STORE/D.C. INC. THE MONEY STORE/KENTUCKY INC. THE MONEY STORE HOME EQUITY CORP. THE MONEY STORE/MINNESOTA INC.
By: /s/ JAMES RANSOM ------------------------------ James Ransom Chief Accounting Officer
EXHIBIT INDEX
DESCRIPTION PAGE NUMBER
Annual Statement 18
Annual Compliance Certificate 26
Annual Independent Accountant's Report 28