ITEM 1. BUSINESS
Omitted.
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 Notes as of March 10, 1999: 81
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Omitted.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Omitted.
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
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Omitted.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Omitted.
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 Noteholder of record of more than 5% of the Certificates:
Amount of Name and Address of Security of Title of Class Beneficial Owner Beneficial % of Owner Class
The Money Store DB Clearing Services 3,000,000 5.5 Residential Trust, (Deutsche Morgan Grenfell) Series 1998-I, 175 Water Street Class A-1 Note New York, NY 10038
Donaldson, Lufkin and 3,000,000 5.5 Jenrette Securities Corporation Securities Corporation 1 Pershing Plaza Jersey City, NJ 07399
FUNB-Phila. Main 9,000,000 16.5 530 Walnut Street, FC1-9-81-48 Philadelphia, PA 19101
The Northern Trust Company 6,000,000 11.0 801 S. Canal C-IN Chicago, IL 60607
PNC Bank, National Association 3,893,000 7.1 1835 Market Street 11 Penn Center, 15th Floor Philadelphia, PA 19103
State Street Bank and 23,200,000 42.6 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 % of Owner Class
The Money Store The Bank of New York 985,000 4.99 Residential Trust, 925 Patterson Plank Rd. Series 1998-I, Secaucus, NJ 07094 Class A-2 Note Bankers Trust Company 4,390,000 22.2 c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211
Firstar Trust Company 2,250,000 11.4 777 E. Wisconsin Avenue Milwaukee, WI 53202
The Northern Trust Company 7,150,000 36.2 801 S. Canal C-IN Chicago, IL 60607
Amount of Name and Address of Security of Title of Class Beneficial Owner Beneficial % of Owner Class
The Money Store Bankers Trust Company 9,692,000 33.1 Residential Trust, c/o BT Services Tennessee Inc. Series 1998-I, 648 Grassmere Park Drive Class A-3 Note Nashville, TN 37211
Boston Safe Deposit and 1,725,000 5.9 Trust Company c/o Mellon Bank N.A. Three Mellon Bank Center, Room 153-3015 Pittsburgh, PA 15259
Commerce Bank of Kansas 2,750,000 9.4 City, N.A. Investment Management Group 922 Walnut Kansas City, MO 64106
The Northern Trust Company 4,250,000 14.5 801 S. Canal C-IN Chicago, IL 60607
State Street Bank and 4,690,000 16.0 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 % of Owner Class
The Money Store The Bank of New York 3,600,000 15.3 Residential Trust, 925 Patterson Plank Rd. Series 1998-I, Secaucus, NJ 07094 Class A-4 Note Bankers Trust Company 2,200,000 9.4 c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211
Investors Bank & Trust/ 2,000,000 8.5 M.F. Custody 200 Clarendon Street 15th Floor-Hancock Tower Boston, MA 02116
PNC Bank, National 9,000,000 38.3 Association 1835 Market Street 11 Penn Center, 15th Floor Philadelphia, PA 19103
State Street Bank and 4,000,000 17.0 Trust Company Global Corp. Action Dept. JAB5W P.O. Box 1631 Boston, MA 02105-1631
TOYO Trust Company of New York 1,496,000 6.4 280 Park Avenue 39th Floor West Building New York, NY 10017
Amount of Name and Address of Security of Title of Class Beneficial Owner Beneficial % of Owner Class
he Money Store Residential Trust, Series 1998-I, Class A-5 Note
Amount of Name and Address of Security of Title of Class Beneficial Owner Beneficial % of Owner Class
The Money Store Citibank, N.A. 22,500,000 100% Residential Trust, P.O. Box 30576 Series 1998-I, Tampa, FL 33630-3576 Class M-1 Note
Amount of Name and Address of Security of Title of Class Beneficial Owner Beneficial % of Owner Class
The Money Store Citibank, N.A. 10,000,000 52.6 Residential Trust, P.O. Box 30576 Series 1998-I, Tampa, FL 33630-3576 Class M-2 Note Mercantile-Safe Deposit 3,750,000 19.7 & Trust Company 766 Old Hammonds Ferry Road Proxy Unit #230-20 Linthicum, MD 21090
Morgan, Keegan & Company, Inc. 2,500,000 13.2 50 North Front Street Memphis, TN 38103
Amount of Name and Address of Security of Title of Class Beneficial Owner Beneficial % of Owner Class
The Money Store The Bank of New York 1,500,000 11.1 Residential Trust, 925 Patterson Plank Rd. Series 1998-I, Secaucus, NJ 07094 Class B-1 Note Bankers Trust Company 12,000,000 88.9 c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) None
(b)-(d) Omitted.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K
(a) 1. Not applicable.
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.
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.
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 12
Annual Compliance Certificate 19
Annual Independent Accountant's Report 21