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 33-84896
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 [ ]
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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: 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
The registrant's Reports on Form 8-K concerning the
registrant's Mortgage Pass-Through Certificates Series 1997-2
("Certificates") issued pursuant to the Pooling and Servicing
Agreement dated as of February 1, 1997 (the "Pooling
Agreement") are incorporated by reference as set forth in Part
IV, Item 14.
Part I
Item 1. Business.
Not applicable.
Item 2. Properties.
Not applicable.
Item 3. Legal Proceedings.
There are no material pending legal proceedings involving
the mortgage loans related to the Certificates, the trustee
under the Pooling Agreement or the registrant with respect to
the mortgage loans, 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.
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.
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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.
The Pooling Agreement requires an officer's certificate to
be delivered to the trustee under the Pooling Agreement on or
before April 30, 1998 and each April 30 thereafter stating as
to the signer thereof, that (i) a review of the activities of
the master servicer under the Pooling Agreement during the
calendar year ended December 31, 1997 and each December 31
thereafter and performance under the Pooling Agreement had been
made under such officer's supervision, and (ii) to the best of
such officer's knowledge, based on such review, such master
servicer had fulfilled all its obligations under the Pooling
Agreement throughout such year, or if there has been a default
in the fulfillment of any such obligation, specifying each such
default known to such officer and the nature and status
thereof. Such officer's certificate dated as of March 15, 1999
is attached hereto as Exhibit 99.1.
The Pooling Agreement requires a statement from a firm of
independent public accountants to be furnished to the trustee
under the Pooling Agreement on or before April 30, 1998 and
each April 30 thereafter to the effect that, in connection with
the firm's examination of the financial statements as of
December 31, 1997 and each December 31 thereafter of the parent
corporation of the master servicer under the Pooling Agreement
(which included a limited examination of such master servicer's
financial statements, nothing came to their attention that
indicated that such master servicer was not in compliance with
certain sections of the Pooling Agreement, except for (i) such
exceptions as such firm believes to be immaterial, and (ii)
such other exceptions as are set forth in such statement. Such
statement is incorporated by reference to Exhibit 99.1 of the
registrant's Report on Form 8-K filed on March 23, 1999.
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The registrant filed Reports on Form 8-K that described
distributions made to Certificateholders on the Distribution
Date occurring in the month preceding the month in which such
Report on Form 8-K was filed and also provided certain
information regarding delinquent Mortgage Loans and credit
enhancements as of such Distribution Date. Such Reports on Form
8-K are incorporated by reference as follows:
PNC Mortgage Securities Corp., Mortgage Pass-Through
Certificates, Series: 1997-2, Monthly Distribution Report for
month indicated, 1998.
Date Filed
January February 10, 1998
February March 10, 1998
March April 10, 1998
April May 11, 1998
May June 8, 1998
June July 9, 1998
July August 10, 1998
August September 9, 1998
September October 9, 1998
October November 5, 1998
November December 10, 1998
December January 5, 1999
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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
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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
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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 1997-2, 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
