SECURITIES AND EXCHANGE
COMMISSION 450 Fifth Street, NW Washington, DC 20549
FORM 8-K/A
AMENDMENT TO APPLICATION OR REPORT
FILED PURSUANT TO SECTION 12, 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
PNC MORTGAGE SECURITIES CORP.
(Exact name of the registrant as specified in charter)
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items, financial
exhibits or other portions of the Current Report on Form 8-K (the "Report on
Form 8-K") filed with the Securities and Exchange Commission on March 23,
1999 as set forth below.
Item 7. Financial Statements and Exhibits.
Exhibit 99.2 which consists of the "Report of Independent
Auditors on Agreements with State Street Bank and Trust
Company", and previously filed with the Securities and
Exchange Commission under cover of Form 8-K, dated March
23, 1999, is amended and attached hereto.
SIGNATURES
----------
Pursuant to the requirements 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.
Date: April 20, 1999 By: \s\ Richard Careaga
-------------------
Richard Careaga
Second Vice President and
Assistant General Counsel
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Exhibit 99.2
[Ernst & Young LLP Letterhead]
ERNST & YOUNG LLP One Oxford Centre Phone: 412 644 7800
Pittsburgh, Pennsylvania 15219
Report of Independent Auditors on Agreements With
State Street Bank and Trust Company
Audit Committee
PNC Bank Corp.
We have audited, in accordance with generally accepted auditing standards,
the consolidated balance sheet of PNC Bank Corp. and subsidiaries (including
PNC Mortgage Securities Corp. (PNCMSC)) as of December 31, 1998, and the
related consolidated statements of income, shareholders' equity, and cash
flows for the year then ended, and have issued our report thereon dated
January 22, 1999.
In connection with our audit of the consolidated financial statements
referred to above, nothing came to our attention that caused us to believe
that PNCMSC failed to comply with the terms, covenants, provisions, or
conditions of the sections of the agreements between PNCMSC and State
Street Bank and Trust Company (State Street Bank), as listed for each
series of certificates described in the accompanying schedule, insofar as
they relate to accounting matters. However, our audit of the consolidated
financial statements was not directed primarily toward obtaining knowledge of
noncompliance.
This report is intended solely for use by the audit committee, management,
and State Street Bank, and should not be used for any other purpose. However,
this report may become a matter of public record as a result of being
included as an exhibit to certain Form 10-Ks that are prepared by PNCMSC and
filed with the Securities and Exchange Commission on behalf of the trusts
that are established in connection with the series of certificates listed on
the accompanying schedule.
\s\Ernst & Young LLP
--------------------
January 22, 1999
Ernst & Young LLP is a member of Ernst & Young International, Ltd.
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Schedule of Agreements With
State Street Bank and Trust Company
Description Sections
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<S> <C>
POOLING AND SERVICING AGREEMENT, $107,435,372.77, 3.02, 3.03,
Sears Mortgage Securities Corporation, COFI Mortgage 3.04, 3.05,
Pass-Through Certificates, Series 1991-H, Cut-Off 3.11, 3.12,
Date: July 1, 1991 3.13
POOLING AND SERVICING AGREEMENT, $252,233,481.96 3.02, 3.03,
(Approximate), Sears Mortgage Securities Corporation, 3.04, 3.05,
COFI Mortgage Pass-Through Certificates, Series 3.11, 3.12,
1991-I (Certificate Trust Fund), Mortgage Trust 3.13
Pass-Through Certificates, Series 1991-I (Mortgage
Trust Fund), Cut-Off Date: August 1, 1991
POOLING AND SERVICING AGREEMENT, $297,626,106 3.02, 3.03,
(Approximate), Sears Mortgage Securities Corporation, 3.04, 3.05,
LIBOR Mortgage Pass-Through Certificates, Series 3.11, 3.12,
1991-J (Certificate Trust Fund), Mortgage Trust 3.13
Pass-Through Certificates, Series 1991-J (Mortgage
Trust Fund), Cut-Off Date: August 1, 1991
POOLING AND SERVICING AGREEMENT, $127,859,031.91 3.02, 3.03,
(Approximate), Sears Mortgage Securities Corporation, 3.04, 3.05,
LIBOR Mortgage Pass-Through Certificates, Series 3.11, 3.12,
1991-K (Certificate Trust Fund), Intermediate Trust 3.13
Pass-Through Certificates, Series 1991-K (Intermediate
Trust Fund), Mortgage Trust Pass Through Certificates,
Series 1991-K (Mortgage Trust Fund), Cut-Off Date:
September 1, 1991
POOLING AND SERVICING AGREEMENT, $229,731,871.46, 3.02, 3.03,
Sears Mortgage Securities Corporation, LIBOR 3.04, 3.05,
Mortgage Pass-Through Certificates, Series 1991-M, 3.11, 3.12,
Cut-Off Date: November 1, 1991 3.13
POOLING AND SERVICING AGREEMENT, $138,083,034.63, 3.02, 3.03,
Sears Mortgage Securities Corporation, Individual- 3.04, 3.05,
Rate Adjustable-Rate Mortgage Pass-Through 3.11, 3.12,
Certificates, Series 1992-4, Cut-Off Date: 3.13
February 1, 1992
Page 1
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Schedule of Agreements With
State Street Bank and Trust Company
Description Sections
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<S> <C>
POOLING AND SERVICING AGREEMENT, $148,599,249.98, 3.02, 3.03,
Sears Mortgage Securities Corporation,Adjustable- 3.04, 3.05,
Rate Mortgage Pass-Through Certificates, Series 3.11, 3.12,
1992-8, Cut-Off Date: May 1, 1992 3.13
POOLING AND SERVICING AGREEMENT, $115,993,983.88, 3.02, 3.03,
Sears Mortgage Securities Corporation,Individual- 3.04, 3.05,
Rate Adjustable-Rate Mortgage Pass-Through 3.11, 3.12,
Certificates, Series 1992-9, Cut-Off Date: June 3.13
1, 1992
POOLING AND SERVICING AGREEMENT, $203,706,651.41, 3.02, 3.03,
Sears Mortgage Securities Corporation, Adjustable 3.04, 3.05,
Rate Mortgage Pass-Through Certificates, Series 3.11, 3.12,
1992-11, Cut-Off Date: July 1, 1992 3.13
POOLING AND SERVICING AGREEMENT, $113,854,367.50, 3.02, 3.03,
Sears Mortgage Securities Corporation, Adjustable 3.04, 3.05,
Rate Mortgage Pass-Through Certificates, Series 3.11, 3.12,
1992-12, Cut-Off Date: July 1, 1992 3.13
POOLING AND SERVICING AGREEMENT, $281,187,657.98, 3.02, 3.03,
Sears Mortgage Securities Corporation, Adjustable 3.04, 3.05,
Rate Mortgage Pass-Through Certificates, Series 3.11, 3.12,
1992-15, Cut-Off Date: August 1, 1992 3.13
POOLING AND SERVICING AGREEMENT, $227,748,335.96, 3.02, 3.03,
Sears Mortgage Securities Corporation, Adjustable 3.04, 3.05,
Rate Mortgage Pass-Through Certificates, Series 3.11, 3.12,
1992-16, Cut-Off Date: September 1, 1992 3.13
POOLING AND SERVICING AGREEMENT, $130,827,671.91, 3.02, 3.03,
Sears Mortgage Securities Corporation, Adjustable 3.04, 3.05,
Rate Mortgage Pass-Through Certificates, Series 3.11, 3.12,
1992-17 (Certificate Trust), Mortgage Trust Pass- 3.13
Through Certificates, Series 1992-17 (Mortgage
Trust), Cut-Off Date: September 1, 1992
POOLING AND SERVICING AGREEMENT, $112,907,447.57, 3.02, 3.03,
Sears Mortgage Securities Corporation, Adjustable- 3.04, 3.05,
Rate Mortgage Pass-Through Certificates, Series 3.11, 3.12,
1992-18, Cut-Off Date: September 1, 1992 3.13
POOLING AND SERVICING AGREEMENT, $95,240,927.23, 3.02, 3.03,
Sears Mortgage Securities Corporation, Mortgage 3.04, 3.05,
Pass-Through Certificates, Series 1992-20 3.11, 3.12,
(Certificate Trust), Mortgage Trust Pass-Through 3.13
Certificates, Series 1992-20 (Mortgage Trust),
Cut-Off Date: November 1, 1992
POOLING AND SERVICING AGREEMENT, $154,459,134.29, 3.02, 3.03,
Sears Mortgage Securities Corporation, Adjustable- 3.04, 3.05,
Rate Mortgage Pass-Through Certificates, Series 3.11, 3.12,
1992-21, Cut-Off Date: December 1, 1992 3.13
POOLING AND SERVICING AGREEMENT, $74,305,144.99, 3.02, 3.03,
Sears Mortgage Securities Corporation, Mortgage 3.04, 3.05,
Pass-Through Certificates, Series 1992-22, Cut-Off 3.11, 3.12,
Date: December 1, 1992 3.13
POOLING AND SERVICING AGREEMENT, $301,925,000, 3.02, 3.03,
Sears Mortgage Securities Corporation, Adjustable- 3.04, 3.05,
Rate Mortgage Pass-Through Certificates, Series 3.11, 3.12,
1992-23, Cut-Off Date: December 1, 1992 3.13
POOLING AND SERVICING AGREEMENT, $155,483,857.34, 3.02, 3.03,
Sears Mortgage Securities Corporation, Adjustable- 3.04, 3.05,
Rate Mortgage Pass-Through Certificates, Series 3.11, 3.12,
1992 PR-1, Cut-Off Date: November 1, 1992 3.13
POOLING AND SERVICING AGREEMENT, $209,608,737.21, 3.02, 3.03,
Sears Mortgage Securities Corporation, Adjustable- 3.04, 3.05,
Rate Mortgage Pass-Through Certificates, Series 3.11, 3.12,
1993-2, Cut-Off Date: February 1, 1993 3.13
Page 3
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Schedule of Agreements With
State Street Bank and Trust Company
Description Sections
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<S> <C>
POOLING AND SERVICING AGREEMENT, $144,518,012.23, 3.02, 3.03,
Sears Mortgage Securities Corporation, Adjustable- 3.04, 3.05,
Rate Mortgage Pass-Through Certificates, Series 3.11, 3.12
1993-4, Cut-Off Date: March 1, 1993 3.13
POOLING AND SERVICING AGREEMENT, $153,608,000.00, 3.02, 3.03,
Sears Mortgage Securities Corporation, Mortgage 3.04, 3.05,
Pass-Through Certificates, Series 1993-5, Cut-Off 3.11, 3.12,
Date: May 1, 1993 3.13
POOLING AND SERVICING AGREEMENT, $95,766,838.53, 3.02, 3.03,
Sears Mortgage Securities Corporation, Mortgage 3.04, 3.05,
Pass-Through Certificates, Series 1993-10, Cut-Off 3.11, 3.12,
Date: September 1, 1993 3.13
POOLING AND SERVICING AGREEMENT, $329,894,608.04, 3.02, 3.03,
PNC Mortgage Securities Corporation, Mortgage 3.04, 3.05,
Pass-Through Certificates, Series 1996-1, Cut-Off 3.11, 3.12,
Date: May 1, 1996 3.13
POOLING AND SERVICING AGREEMENT, Dated as of 3.02, 3.03,
October 1, 1998, Series 1998-1, Mortgage Pass- 3.04, 3.05,
Through Certificates, Cut-Off Date: October 1, 1998 3.11, 3.12,
3.13
POOLING AND SERVICING AGREEMENT, $781,765,822.75, 3.02, 3.03,
PNC Mortgage Securities Corp., Mortgage Pass- 3.04, 3.05,
Through Certificates, Series 1998-7, Cut-Off Date: 3.11, 3.12,
August 1, 1998 3.13
POOLING AND SERVICING AGREEMENT, $701,661,871, 3.02, 3.03,
PNC Mortgage Securities Corp., Mortgage Pass- 3.04, 3.05,
Through Certificates, Series 1998-8, Cut-Off Date: 3.11, 3.12,
September 1, 1998 3.13
Page 4
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Schedule of Agreements With
State Street Bank and Trust Company
Description Sections
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<S> <C>
POOLING AND SERVICING AGREEMENT, $460,206,255.66, 3.02, 3.03,
PNC Mortgage Securities Corp., Mortgage Pass- 3.04, 3.05,
Through Certificates, Series 1998-9, Cut-Off Date: 3.11, 3.12,
September 1, 1998 3.13
POOLING AND SERVICING AGREEMENT, $1,688,837,275, 3.02, 3.03
PNC Mortgage Securities Corp., Mortgage Pass- 3.04, 3.05,
Through Certificates, Series 1998-10, Cut-Off Date: 3.11, 3.12,
October 1, 1998 3.13
POOLING AND SERVICING AGREEMENT, $750,084,532.16, 3.02, 3.03,
PNC Mortgage Securities Corp., Mortgage Pass- 3.04, 3.05,
Through Certificates, Series 1998-11, Cut-Off Date: 3.11, 3.12,
October 1, 1998 3.13
PARTICIPATION AND SERVICING AGREEMENT, Dated as of (a)
February 1, 1996, Series 1996 PA-3, Mortgage
Participation Certificates, Closing
Date: February 29, 1996, Cut-Off Date: February 1,
1996
PARTICIPATION AND SERVICING AGREEMENT, Dated as of (a)
February 1, 1996, Series 1996 PA-4, Mortgage
Participation Certificates
PARTICIPATION AND SERVICING AGREEMENT, Dated as of (a)
April 1, 1996, Series 1996 PA-7, Mortgage
Participation Certificates, Closing Date: April
15, 1996, Cut-Off Date: April 1, 1996
PARTICIPATION AND SERVICING AGREEMENT, Dated as (a)
of June 1, 1996, Series 1996 PA-8, Mortgage
Participation Certificates, Closing Date: June 28,
1996, Cut-Off Date: June 1, 1996
(a) Servicing in compliance with the terms of this agreement.
Page 5
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