UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1998
Commission File Number 333-65911
PNC Mortgage Securities Corp.
(Exact name of the registrant as specified in charter)
Delaware 94-2528990
(State or other (IRS Employer
jurisdiction of Identification
Incorporation) Number)
75 North Fairway Drive
Vernon Hills, Illinois 60061
(Address of principal executive offices)
Registrant's telephone number, including area code:
(847) 549-6500
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or Section 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 [ ]
<PAGE>
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: None.
Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest
practicable date: Not applicable.
DOCUMENTS INCORPORATED BY REFERENCE
None.
Part I
Item 1. Business.
Not applicable.
Item 2. Properties.
Not applicable.
Item 3. Legal Proceedings.
With respect to the registrant's Mortgage Pass-Through Certificates
Series 1998-14 ("Certificates") issued pursuant to the Pooling and
Servicing Agreement dated as of December 1, 1998 (the "Pooling Agreement"),
there are no pending legal proceedings other than ordinary routine
litigation incidental to the trustee's or the registrant's duties under
the Pooling Agreement.
Item 4. Submission of Matters to a Vote of Security Holders.
No vote or consent of holders of Certificates has been
solicited for any purpose during 1998.
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Part II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters.
Not applicable.
Item 6. Selected Financial Data.
Not applicable.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operation.
Not applicable.
Item 7A. Quantitative and Qualitative Disclosures About Market
Risk.
Not applicable.
Item 8. Financial Statements and Supplementary Data.
Not applicable.
Item 9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure.
No material disagreement concerning accounting procedures or
change of accountants has occurred.
Part III
Item 10. Directors and Executive Officers of the Registrant.
Not applicable.
Item 11. Executive Compensation.
Not applicable.
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
Not applicable.
Item 13. Certain Relationships and Related Transactions.
Not applicable.
Part IV
Item 14. Exhibits, Financial Statement, Schedules, and Reports on
Form 8-K.
None.
<PAGE>
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.
PNC MORTGAGE SECURITIES CORP.
(Registrant)
By: \s\Richard Careaga
---------------------------
Richard Careaga
Second Vice President
Date: March 29, 1999
<PAGE>
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 and on
the dates indicated.
By \s\ Michael L. Parker
- ------------------------------------
Michael L. Parker
President and Director
Date March 29, 1999
By \s\ Douglas H. Burr
- ------------------------------------
Douglas H. Burr
Senior Vice President,
Chief Financial Officer and Director
Date March 29, 1999
By \s\ Alexander T. Topping, Jr.
- ------------------------------------
Alexander T. Topping, Jr.
Senior Vice President and Director
Date March 29, 1999
By \s\ John W. Lauber
- ------------------------------------
John W. Lauber
Vice President and Controller
Date March 29, 1999
By \s\ Saiyid T. Naqvi
- ------------------------------------
Saiyid T. Naqvi
Director
Date March 29, 1999
<PAGE>
EXHIBIT 99.1
PNC MORTGAGE SECURITIES CORP.
OFFICER'S CERTIFICATE
The undersigned officer of PNC Mortgage Securities Corp.,
a Delaware corporation (the "Company") hereby certifies on
behalf of the Company and on his own behalf for purposes of the
Company's Mortgage Pass-Through Certificates, Series 1998-14,
as follows:
1. I am the duly appointed, qualified and acting Second
Vice President of the Company.
2. Capitalized terms used and not defined herein shall
have the meanings ascribed to such terms in the Pooling and
Servicing Agreement related to the above-referenced
series of Certificates.
3. I am duly authorized to execute and deliver this
Officer's Certificate on behalf of the Company.
4. A review of the activities of the Master Servicer
during the preceding calendar year and performance under this
Agreement has been made under my supervision.
5. To the best of my knowledge, based on such review,
the Master Servicer has fulfilled all its obligations
under the Agreement throughout such year.
IN WITNESS WHEREOF, I have signed my name as of March 15,
1999.
By: \s\Richie Moore
Richie Moore
Second Vice President
