SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, NW Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
March 29, 2000
(date of earliest event reported)
PNC MORTGAGE SECURITIES CORP.
(Exact name of the registrant as specified in charter)
Delaware 333-65911 94-2528990
(State or other (Commission (IRS Employer
jurisdiction of File Number) 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
Item 1. Changes in Control of Registrant. Not applicable.
Item 2. Acquisition or Disposition of Assets. Not applicable.
Item 3. Bankruptcy or Receivership. Not applicable.
Item 4. Changes in Registrant's Certifying Accountant. Not
applicable.
Item 5. Other Events.
The Pooling and Servicing Agreement related to each series of the
registrant's Mortgage Pass-Through Certificates (each, a "Pooling
Agreement") requires a statement from a firm of independent public
accountants to be furnished to the trustee under each Pooling
Agreement. Such statement is generally required to be filed on or
before April 30 of each year. In connection with the firm's
examination of the financial statements at December 31 of the
preceding year of the parent corporation of the registrant, as
master servicing under the related Pooling Agreement, which
examination included a limited examination of the registrant's
financial statements, such statement is required to the effect
that nothing came to the attention of such firm that indicated
that the registration was not in compliance with certain sections
of the related 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.
One such statement is prepared by such firm for all of the Pooling
Agreements for a given trustee and also includes information
concerning similar agreements to which such trustee and the
registrant are parties.
Such statements are attached hereto as follows: with respect to
Pooling Agreements for which State Street Bank and Trust Company
is trustee, as Exhibit 99.1.
Item 6. Resignations of Registrant's Directors. Not applicable.
Item 7. Financial Statements and Exhibits.
Exhibits:
99.1 Report of Independent Auditors.
Item 8. Change in Fiscal Year. Not applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S. Not
applicable.
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: March 29, 2000 By: /s/ Richard Careaga
-------------------------
Richard Careaga
Second Vice President and
Assistant General Counsel
<PAGE>
Exhibit 99.1
[Ernst & Young LLP Letterhead]
ERNST & YOUNG LLP Phone: 412 644 7800
One Oxford Centre www.ey.com
Pittsburgh, Pennsylvania 15219
Report of Independent Auditors on Agreements With
State Street Bank and Trust Company
Audit Committee
The PNC Financial Services Group, Inc.
We have audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet of The
PNC Financial Services Group, Inc. and subsidiaries
(including PNC Mortgage Securities Corp. (PNCMSC)) as of
December 31, 1999, 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
20, 2000.
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 (Schedule I), insofar as they relate to accounting
matters. However, our audit of the consolidated financial
statements was not directed primarily toward obtaining
knowledge of noncompliance.
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 agreement between Pamex Mortgage Trust 1999-
A (Issuer), PNCMSC (Master Servicer), Pamex Funding, Inc.
(Depositor), and State Street Bank (Indenture Trustee) as
listed for the certificate described in the accompanying
schedule (Schedule II), 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 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 20, 2000
<PAGE>
Schedule I
Schedule of Agreements With
State Street Bank and Trust Company
Description Sections
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
POOLING AND SERVICING AGREEMENT, $107,435,372.77, 3.02, 3.03,
Sears Mortgage Securities Corporation, COFI 3.04, 3.05,
Mortgage Pass-Through Certificates, Series 1991-H, 3.11, 3.12,
Cut-Off Date: July 1, 1991 3.13
POOLING AND SERVICING AGREEMENT, $252,233,481.96 3.02, 3.03,
(Approximate), Sears Mortgage Securities 3.04, 3.05,
Corporation, COFI Mortgage Pass-Through 3.11, 3.12,
Certificates, Series 1991-I (Certificate Trust 3.13
Fund), Mortgage Trust 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 3.04, 3.05,
Corporation, LIBOR Mortgage Pass-Through 3.11, 3.12,
Certificates, Series 1991-J (Certificate Trust 3.13
Fund), Mortgage Trust 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 3.04, 3.05,
Corporation, LIBOR Mortgage Pass-Through 3.11, 3.12,
Certificates, Series 1991-K (Certificate Trust 3.13
Fund), Intermediate Trust 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, $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
Page 1
<PAGE>
Schedule I
Schedule of Agreements With
State Street Bank and Trust Company
Description Sections
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
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, $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, $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, $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, $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
Page 2
<PAGE>
Schedule I
Schedule of Agreements With
State Street Bank and Trust Company
Description Sections
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
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, 3.11, 3.12,
1998 3.13
POOLING AND SERVICING AGREEMENT, 3.02, 3.03,
$781,765,822.75, PNC Mortgage Securities Corp., 3.04, 3.05,
Mortgage Pass-Through Certificates, Series 1998-7, 3.11, 3.12,
Cut-Off Date: 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
POOLING AND SERVICING AGREEMENT, 3.02, 3.03,
$460,206,255.66, PNC Mortgage Securities Corp., 3.04, 3.05,
Mortgage Pass-Through Certificates, Series 1998-9, 3.11, 3.12,
Cut-Off Date: September 1, 1998 3.13
POOLING AND SERVICING AGREEMENT, 3.02, 3.03,
$1,688,837,275, PNC Mortgage Securities Corp., 3.04, 3.05,
Mortgage Pass-Through Certificates, Series 1998- 3.11, 3.12,
10, Cut-Off Date: October 1, 1998 3.13
POOLING AND SERVICING AGREEMENT, 3.02, 3.03,
$750,084,532.16, PNC Mortgage Securities Corp., 3.04, 3.05,
Mortgage Pass-Through Certificates, Series 1998- 3.11, 3.12,
11, Cut-Off Date: October 1, 1998 3.13
POOLING AND SERVICING AGREEMENT, 3.02, 3.03,
$1,492,672,082.38, PNC Mortgage Securities Corp., 3.04, 3.05,
Mortgage Pass-Through Certificates, Series 1999-1, 3.11, 3.12,
Cut-Off Date: January 1, 1999 3.13
Page 3
<PAGE>
Schedule I
Schedule of Agreements With
State Street Bank and Trust Company
Description Sections
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
POOLING AND SERVICING AGREEMENT, 3.02, 3.03,
$1,146,693,168.34, PNC Mortgage Securities Corp., 3.04, 3.05,
Mortgage Pass-Through Certificates, Series 1999-2, 3.11, 3.12,
Cut-Off Date: February 1, 1999 3.13
POOLING AND SERVICING AGREEMENT, 3.02, 3.03,
$997,982,427.62, PNC Mortgage Securities Corp., 3.04, 3.05,
Mortgage Pass-Through Certificates, Series 1999-3, 3.11, 3.12,
Cut-Off Date: March 1, 1999 3.13
POOLING AND SERVICING AGREEMENT, $990,819,514, 3.02, 3.03,
PNC Mortgage Securities Corp., Mortgage Pass- 3.04, 3.05,
Through Certificates, Series 1999-4, Cut-Off Date: 3.11, 3.12,
April 1, 1999 3.13
POOLING AND SERVICING AGREEMENT, 3.02, 3.03,
$1,083,142,111.37, PNC Mortgage Securities Corp., 3.04, 3.05,
Mortgage Pass-Through Certificates, Series 1999-5, 3.11, 3.12,
Cut-Off Date: May 1, 1999 3.13
POOLING AND SERVICING AGREEMENT, $278,421,463, 3.02, 3.03,
PNC Mortgage Securities Corp., Mortgage Pass- 3.04, 3.05,
Through Certificates, Series 1999-7, Cut-Off Date: 3.11, 3.12,
May 1, 1999 3.13
POOLING AND SERVICING AGREEMENT, 3.02, 3.03,
$268,748,626.90, PNC Mortgage Securities Corp., 3.04, 3.05,
Mortgage Pass-Through Certificates, Series 1999-6, 3.11, 3.12,
Cut-Off Date: June 1, 1999 3.13
POOLING AND SERVICING AGREEMENT, 3.02, 3.03,
$904,347,651.68, PNC Mortgage Securities Corp., 3.04, 3.05,
Mortgage Pass-Through Certificates, Series 1999-8, 3.11, 3.12,
Cut-Off Date: July 1, 1999 3.13
Page 4
<PAGE>
Schedule I
Schedule of Agreements With
State Street Bank and Trust Company
Description Sections
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
POOLING AND SERVICING AGREEMENT, 3.02, 3.03,
$1,019,557,577.36, PNC Mortgage Securities Corp., 3.04, 3.05,
Mortgage Pass-Through Certificates, Series 1999-9, 3.11, 3.12,
Cut-Off Date: August 1, 1999 3.13
POOLING AND SERVICING AGREEMENT, 3.02, 3.03,
$431,192,332.91, PNC Mortgage Securities Corp., 3.04, 3.05,
Mortgage Pass-Through Certificates, Series 1999- 3.11, 3.12,
10, Cut-Off Date: September 1, 1999 3.13
POOLING AND SERVICING AGREEMENT, 3.02, 3.03,
$565,604,472.99, PNC Mortgage Securities Corp., 3.04, 3.05,
Mortgage Pass-Through Certificates, Series 1999- 3.11, 3.12,
11, Cut-Off Date: October 1, 1999 3.13
POOLING AND SERVICING AGREEMENT, 3.02, 3.03,
$381,850,942.21, PNC Mortgage Securities Corp., 3.04, 3.05,
Mortgage Pass-Through Certificates, Series 1999- 3.11, 3.12,
12, Cut-Off Date: December 1, 1999 3.13
PARTICIPATION AND SERVICING AGREEMENT, Dated as (a)
of 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 (a)
as of February 1, 1996, Series 1996 PA-4,
Mortgage Participation Certificates
PARTICIPATION AND SERVICING AGREEMENT, Dated (a)
as of 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
Page 5
<PAGE>
Schedule I
Schedule of Agreements With
State Street Bank and Trust Company
Description Sections
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(a) Servicing in compliance with the terms of this agreement.
<PAGE>
Schedule II
Schedule of Agreement With
State Street Bank and Trust Company
Description Sections
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
TRANSFER AND SERVICING AGREEMENT, Dated as of July (a)
1, 1999, Pamex Mortgage Trust 1999-A Mortgage
Backed Notes, Series 1999-A between sections of
the agreement between Pamex Mortgage Trust 1999-A
(Issuer), PNCMSC (Master Servicer), Pamex Funding,
Inc. (Depositor), and State Street Bank (Indenture
Trustee)
(a) Servicing in compliance with the terms of this agreement.
