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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995.
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to __________ .
Commission file number 33-91148
TRUST CREATED BY PRUDENTIAL SECURITIES
SECURED FINANCING CORPORATION
(under a Pooling & Servicing Agreement dated
as of December 1, 1995, which Trust is the
issuer of Commercial Mortgage Pass-Through
Certificates, Series 1995-MCF-2)
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New York 13-3526694
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State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification No.)
LaSalle National Bank, Trustee
135 South LaSalle Street, Suite 200
Chicago, Illinois
Attention: Asset-Backed Securities Trust Services
Prudential-MCF-2 60603
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (800) 246-5761
Securities registered pursuant to Section 12(b) of the Act: Not applicable.
Securities registered pursuant to Section 12(g) of the Act: Not applicable.
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 No X
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 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. [ X ]
Aggregate market value of this voting stock held by non-affiliates of
the registrant as of December 31, 1995: Not applicable.
Number of shares of common stock as of December 31, 1995: Not
applicable.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
Total number of sequentially numbered pages: 6
Exhibit Index begins on sequentially numbered page: 6
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PART I
ITEM 1. BUSINESS.
The Registrant issued Commercial Mortgage Pass-Through Certificates,
Series 1995-MCF-2 (the "Securities") pursuant to a Pooling and Servicing
Agreement dated as of December 1, 1995 (the "Cut-off Date"), among Prudential
Securities Secured Financing Corporation, as Depositor, Midland Loan
Services, L.P., as Servicer, Lennar Partners, Inc., as Special Servicer,
LaSalle National Bank, as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent of
the Trustee (the "Pooling and Servicing Agreement"). The assets of the Trust
consist primarily of a pool of eighty-four mortgage loans (the "Mortgage
Loans") having an aggregate principal balance as of the Cut-off Date of
approximately $222,286,173. The Mortgage Loans are secured by multi-family
and commercial properties (each, a "Mortgaged Property"). Security Holders
receive Monthly Reports regarding distributions.
Further information with respect to the performance of the Trust is
summarized in the Monthly Reports to Security Holders, which are filed on
Form 8-K.
ITEM 2. PROPERTIES.
Information regarding the Mortgaged Properties securing the Mortgage
Loans is set forth in the Prospectus Supplement and the Monthly Reports to
Security Holders, which are filed on Form 8-K. The Trust will acquire title
to real estate only upon default of the mortgagors under the Mortgage Loans.
Therefore, this item is inapplicable.
ITEM 3. LEGAL PROCEEDINGS.
There are no material pending legal proceedings involving the Trust or,
with respect to the Trust or the Mortgage Loans, the Trustee, any custodian,
the Servicer or the Depositor, other than ordinary routine litigation
incidental to the Trustee's, any custodian's, the Servicer's or the
Depositor's duties under the Pooling and Servicing Agreement.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of Security Holders during the
fiscal year covered by this report.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The Registrant's Series 1995-MCF-2 Securities represent non-recourse
obligations of the Trust, such Trust having assets which consist of the
Mortgage Loans. Strictly speaking, Registrant has no "common equity," but for
purposes of this Item only, Registrant's Commercial Mortgage Pass-Through
Certificates, Series 1995-MCF-2 Securities are treated as "common equity."
(a) MARKET INFORMATION. There is no established public trading market for
Registrant's Securities. Registrant believes the Securities are traded
primarily in intra-dealer markets and non-centralized inter-dealer markets.
(b) HOLDERS. The approximate number of registered holders of all classes of
Securities as of December 31, 1995, was less than 25.
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(c) DIVIDENDS. Not applicable. The information regarding dividends required by
sub-paragraph (c) of Item 201 of Regulation S-K is inapplicable because the
Trust does not pay dividends. However, information as to distributions to
Security Holders is provided in the Monthly Reports to Security Holders for
each month of the fiscal year in which a distribution to Security Holders
was made.
ITEM 6. SELECTED FINANCIAL DATA.
Not Applicable. Because of the limited activities of the Trust
information with respect to the performance of the Trust is summarized in the
Monthly Reports to Security Holders, which are filed on a monthly basis on
Form 8-K.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Not Applicable. The information required by Item 303 of Regulation S-K
is inapplicable because the Trust does not have management per se, but rather
the Trust has a Trustee who causes the preparation of the Monthly Reports to
Security Holders. Information concerning the Mortgage Loans and distributions
to the Security Holders is contained in the Monthly Reports to Security
Holders which are filed on Form 8-K, and on the Annual Statement of
Compliance and the Annual Servicing Report filed under Item 14 of Form 10-K.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Not Applicable. Information with respect to the Trust is contained in the
Monthly Reports to Security Holders filed on a monthly basis on Form 8-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT.
Not Applicable. The Trust does not have officers or directors. Therefore,
the information requested by Items 401 and 405 of Regulation S-K is
inapplicable.
ITEM 11. EXECUTIVE COMPENSATION.
Not Applicable. The Trust does not have officers or directors to whom
compensation needs to be paid. Therefore, the information requested by Item 402
of regulation S-K is inapplicable.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. Not Applicable. Under
the Pooling and Servicing Agreement governing the Trust, the holders
of the Securities generally do not have the right to vote and are
prohibited from taking part in management of the Trust. Therefore, the
information requested by Item 403(a) of Regulation S-K is
inapplicable.
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(b) SECURITY OWNERSHIP OF MANAGEMENT. Not Applicable. The Trust does not
have any officers or directors. Therefore, the information requested
by Item 403(b) of Regulation S-K is inapplicable.
(c) CHANGES IN CONTROL. Not Applicable. Because Security Holders do not
possess, directly or indirectly, the power to direct or cause the
direction of the management and policies of the Trust, other than with
respect to certain required consents to amendments to the Pooling and
Servicing Agreement and the ability of holders of specified amounts of
the Securities to act as a group in the event of the occurrence of
certain events which if continuing would constitute events of default
under the Pooling and Servicing Agreement, the information requested
with respect to Item 403(c) of Regulation S-K is inapplicable.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Not Applicable. The Trust does not have officers or directors and under the
Pooling and Servicing Agreement governing the Trust, the holders of the
Securities generally do not have the right to vote. Therefore, the information
requested by Item 404 of Regulation S-K is inapplicable.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) The following is a list of documents filed as part of this report:
EXHIBITS
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4.1 Pooling and Servicing Agreement dated as of December 1, 1995,
(hereby incorporated herein by reference as exhibit to
Depositor's Current Report on Form 8-K filed with the Securities
and Exchange Commission on January 5. 1996).
(b) Reports on Form 8-K filed during the last quarter of the period
covered by this Report:
NONE
The following Report on Form 8-K describes an event which occurred
during the last quarter of the period covered by this Report:
Date Filed Event Reported
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January 5, 1996 Issuance of Securities on December 22, 1995
(c) The exhibits required to be filed by Registrant pursuant to Item 601
of Regulation S-K are listed above and in the Exhibit Index that
immediately follows the signature page hereof.
(d) Not Applicable. The Trust does not have any subsidiaries or
affiliates. Therefore, no financial statements are filed with respect
to subsidiaries or affiliates.
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SUPPLEMENTAL INFORMATION TO BE FURNISHED
WITH REPORTS FILED PURSUANT TO SECTION 15(D)
BY REGISTRANTS WHICH HAVE NOT REGISTERED
SECURITIES PURSUANT TO SECTION 12 OF THE ACT
No Annual report, proxy statement, form of proxy or other soliciting
material has been sent to Security Holders, and the Registrant does not
contemplate sending any such materials subsequent to the filing of this report.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
MIDLAND LOAN SERVICES, L.P., not in its individual
capacity but solely as a duly authorized agent of the
Registrant pursuant to Section 3.20 of the Pooling and
Servicing Agreement dated as of December 1, 1995
By: Midland Data Systems, Inc., its General Partner
By: /s/ Lawrence D. Ashley
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Name: Lawrence D. Ashley
Title: Director of MBS Programs
Date: March 29, 1996
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EXHIBIT INDEX
EXHIBIT DOCUMENT SEQUENTIAL
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4.1 Pooling and Servicing Agreement dated as of *
December 1, 1995 (hereby incorporated
herein by reference as exhibit to Depositor's
Current Report on Form 8-K filed with the
Securities and Exchange Commission on
January 5, 1996).
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* Incorporated by reference.
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