PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY INC
424B5, 1996-02-01
MORTGAGE BANKERS & LOAN CORRESPONDENTS
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<PAGE>
SUPPLEMENT
(TO PROSPECTUS SUPPLEMENT DATED JANUARY 16, 1996 AND PROSPECTUS DATED JANUARY
16, 1996)

                           $178,210,201 (APPROXIMATE)

             THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC.

                                     SELLER

               MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-1
      PRINCIPAL AND INTEREST PAYABLE MONTHLY, COMMENCING IN FEBRUARY 1996
                               -----------------

    Prospective investors should be aware of the following:

    (A)  As of January 29, 1995, as  a result of recent flooding (the "Floods"),
all counties in the Commonwealth of  Pennsylvania, all counties in the State  of
Maryland, 21 counties in the State of West Virginia, 11 counties in the State of
New  York, 6 counties in the State of Ohio and 5 counties in the Commonwealth of
Virginia (the "Flood  Counties") were declared  federal disaster areas  eligible
for  federal disaster assistance. As of the date of this Supplement, 49 Mortgage
Loans with  a  current  aggregate  unpaid  principal  balance  of  approximately
$14,046,036  were secured by Mortgaged Properties  that are located in the Flood
Counties. In addition, other counties may  have been and may become affected  by
the  Floods and such other counties  may ultimately be declared federal disaster
areas. Neither  the Company,  PHMC nor  any Other  Servicer has  undertaken  the
physical  inspection of any Mortgaged  Properties. As a result,  there can be no
assurance that material damage to any Mortgaged Property in the affected  region
has not occurred.

    (B)  The paragraph captioned  "Recent Developments" under  "Risk Factors and
Special Considerations"  set forth  on page  S-24 of  the Prospectus  Supplement
dated  January  16, 1996  to the  Prospectus  dated January  16, 1996  is hereby
replaced in its entirety with the following:

    The Seller, SASCOR  and PHMC are  each either a  direct or indirect,  wholly
owned  subsidiary of  Residential Services  Corporation of  America, which  is a
direct, wholly owned subsidiary  of Prudential Insurance  Company of America,  a
mutual  insurance company organized  under the laws  of the State  of New Jersey
("Prudential Insurance"). On  January 29, 1996,  Prudential Insurance  announced
that it had entered into a definitive agreement (the "Sale Agreement") to sell a
substantial  portion of its residential mortgage operations to Norwest Mortgage,
Inc., a California corporation ("Norwest Mortgage"), and Norwest Bank  Minnesota
National  Association,  a  national  banking  association  ("Norwest  Bank" and,
collectively with Norwest Mortgage, "Norwest"). In connection therewith, on  the
closing  date specified pursuant to the  Sale Agreement (the "Sale Date"), which
is currently expected to be  on or about April  30, 1996, Norwest Mortgage  will
acquire  from PHMC  substantially all of  its assets and  businesses, other than
certain mortgage loans  and PHMC's  right to service  mortgage loans  underlying
series  of mortgage  pass-through certificates representing  interests in trusts
formed by the Seller or  by Securitized Asset Sales,  Inc., an affiliate of  the
Seller and the Servicer ("SASI"), including certain of the Mortgage Loans in the
Trust  Estate (the "PHMC  Serviced Mortgage Loans"),  and certain other mortgage
servicing  rights  (all  such  servicing  rights  collectively,  the   "Retained
Servicing"). It is the present intention of PHMC to sell the Retained Servicing,
from  time to time as market conditions  warrant, in one or more transactions to
one or more purchasers, which may  include Norwest Mortgage, and to  effectively
exit  the mortgage loan origination and servicing  business as of the Sale Date.
In addition, pursuant to the Sale  Agreement, Norwest Bank will also acquire  on
the Sale Date substantially all of the assets of SASCOR.

    In  order to assure the performance  of PHMC's obligations as servicer under
the PHMC Servicing Agreement as well  as under pooling and servicing  agreements
pursuant  to  which the  various series  of  the Seller's  mortgage pass-through
certificates were issued and  other agreements pursuant  to which PHMC  performs
Retained  Servicing with respect to mortgage loans underlying series of mortgage
pass-through certificates representing interests in trusts formed by the  Seller
or  SASI (each, a "Servicing Agreement") and under each other agreement pursuant
to which PHMC  performs Retained Servicing  with respect to  mortgage loans  not
underlying  series of mortgage  pass-through certificates representing interests
in trusts formed by the Seller  or SASI (each, an "Other Servicing  Agreement"),
PHMC,  Prudential  Insurance and  Norwest intend  to  enter into  a subservicing
agreement (the "Subservicing Agreement"), pursuant  to which PHMC will  delegate
to  Norwest Mortgage, and Norwest Mortgage will  agree to perform, all of PHMC's
duties and  obligations  as mortgage  loan  servicer under  the  PHMC  Servicing
Agreement and each Servicing Agreement and Other Servicing Agreement, other than
PHMC's  duties with respect to the administration and disposition of real estate
acquired upon foreclosure which latter duties will remain the responsibility  of
PHMC,  with the particular functions to be delegated by PHMC to Prudential Asset
Recovery, Inc. or  other third  party contractors.  With respect  to the  Series
1996-1  Certificates,  such  duties  include  collection  of  mortgage payments,
maintenance of tax and insurance  escrows, advancing for borrower  delinquencies
and  unpaid taxes, to  the extent required  by the PHMC  Servicing Agreement and
foreclosure or other  realization activities in  connection with defaulted  PHMC
Serviced Mortgage Loans.
                                                        (CONTINUED ON NEXT PAGE)

                             ---------------------
                              MORGAN STANLEY & CO.
                                  Incorporated

January 29, 1996
<PAGE>
(CONTINUED FROM PREVIOUS PAGE)

    Under the Subservicing Agreement, Norwest Mortgage will be obligated to make
any  principal and interest or other advances  required to be made by PHMC under
the PHMC Servicing Agreement as well as under each Servicing Agreement or  Other
Servicing  Agreement, provided  that the  aggregate unreimbursed  amount of such
advances at any time  does not exceed  $100 million. PHMC  will be obligated  to
reimburse  Norwest Mortgage for the amount  of any such advances, plus interest,
from its  own  funds.  PHMC  will remain  obligated  under  the  PHMC  Servicing
Agreement  and each  Servicing Agreement and  Other Servicing  Agreement for all
required advances which  are not  made by Norwest  Mortgage for  any reason.  In
order  to provide for its obligation to  make advances after the Sale Date, PHMC
will enter  into  a  Loan  Agreement with  Prudential  Funding  Corporation,  an
affiliate  of the Seller, PHMC and Prudential Insurance ("Funding"), pursuant to
which Funding  will provide  PHMC with  a committed  borrowing line  (the  "Loan
Facility")  in  an amount  required  by each  rating  agency which  has assigned
ratings to mortgage pass-through  certificates representing interests in  trusts
formed  by  the Seller  or SASI,  for  the sole  purpose of  supporting advances
required of PHMC under  the PHMC Servicing  Agreement and Servicing  Agreements.
Although  PHMC  expects  that  the  combination  of  Norwest  Mortgage's advance
obligation under  the  Subservicing Agreement  and  the Loan  Facility  will  be
adequate  to provide for the continuation of  all such advances, there can be no
assurance that such mechanisms will be  sufficient, or that after the Sale  Date
PHMC  will have  sufficient other assets,  to ensure that  all required advances
will be made.

    PHMC will pay Norwest  Mortgage a portion  of PHMC's servicing  compensation
under  the  PHMC  Servicing Agreement  for  its activities  as  subservicer. The
Subservicing Agreement will  have an initial  term of five  years from the  Sale
Date  and  may be  extended for  consecutive three  year terms  by PHMC,  at its
option, provided that PHMC and Norwest  Mortgage agree, in the exercise of  good
faith,  on  the  subservicing  compensation  for  each  such  renewal  term. The
Subservicing Agreement  will be  terminable by  PHMC, from  time to  time,  with
respect  to any Mortgage  Loans as to  which PHMC arranges  to sell the Retained
Servicing.

    The Subservicing Agreement will provide for the delegation of  substantially
all  of PHMC's duties and obligations  under the PHMC Servicing Agreement. While
the PHMC  Servicing Agreement  provides that  PHMC will  remain liable  for  its
obligations  thereunder until the  related Retained Servicing  is transferred in
the manner permitted thereby, from and after the Sale Date PHMC is not  expected
to  have  any  servicing capability  or  employees  with which  to  perform such
obligations.

    Under the  Pooling and  Servicing Agreement,  the Seller  is required,  with
respect to any Mortgage Loan found to have defective documentation or in respect
of  which  the  Seller has  breached  a  representation or  warranty,  either to
repurchase such Mortgage  Loan or to  substitute a new  mortgage loan  therefor.
Each  such Mortgage Loan was, in turn, acquired by the Seller from PHMC pursuant
to an agreement under which PHMC is required to repurchase or substitute for any
such Mortgage Loan  so repurchased or  substituted for by  the Seller.  Although
after  the Sale  Date PHMC  will continue  to own  the Retained  Servicing, PHMC
intends to sell  the Retained  Servicing as expeditiously  as market  conditions
permit.  Accordingly, there can be no assurance  that at any time after the Sale
Date PHMC will have any material  assets with which to satisfy such  obligations
to  the  Seller.  In such  event,  the Seller  would  be unable  to  fulfill its
repurchase  or  substitution  obligations   under  the  Pooling  and   Servicing
Agreement.  However with respect to any  PHMC Serviced Mortgage Loan subserviced
pursuant to the Subservicing Agreement,  Prudential Insurance will agree in  the
Subservicing  Agreement to  provide the funds  to repurchase  such PHMC Serviced
Mortgage Loan.

    At December  31,  1995,  Norwest Mortgage,  the  nation's  largest  mortgage
company,  had originated  $33.9 billion  in mortgage  loans and  had a servicing
portfolio of more than $107 billion. Headquartered in Des Moines, Iowa,  Norwest
Mortgage has more than 700 stores in all 50 states.

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