PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY INC
497, 1996-01-31
MORTGAGE BANKERS & LOAN CORRESPONDENTS
Previous: KANSAS TAX EXEMPT TRUST SERIES 20, 485BPOS, 1996-01-31
Next: PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY INC, 497, 1996-01-31



<PAGE>
FURTHER SUPPLEMENT
(To Supplement dated December 11, 1995 to Prospectus dated June 18, 1993 and
Prospectus Supplement dated July 15, 1993)

THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC.                     [LOGO]

                                     Seller

               MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1993-32
       PRINCIPAL AND INTEREST PAYABLE MONTHLY, COMMENCING IN JANUARY 1996

                    VARIABLE RATE(1) CLASS A-9 CERTIFICATES
                      (1) ON THE CLASS A-9 NOTIONAL AMOUNT
                            ------------------------

    Prospective  investors in the Class A-9  Certificates should be aware of the
following:

    (A) As  of January  30, 1996,  as a  result of  recent flooding  (the  "1996
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  "1996  Flood Counties")  were  declared federal
disaster areas  eligible for  federal disaster  assistance. As  of November  17,
1995,  37  Mortgage  Loans  having  an  Aggregate  Unpaid  Principal  Balance of
approximately $9,940,419 were secured by  Mortgaged Properties that are  located
in  the 1996 Flood Counties.  In addition, other counties  may have been and may
become affected by  the 1996 Floods  and such other  counties may ultimately  be
declared  federal  disaster  areas.  Neither the  Seller  nor  the  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 last paragraph under  "Risk Factors and Special Considerations"  set
forth  on page S1-3 of the Supplement  dated December 11, 1995 to the Prospectus
dated June 18, 1993 and the Prospectus Supplement dated July 15, 1993 is  hereby
replaced in its entirety with the following:

    The  Seller  and  the  Servicer  are  each  either  a  direct  or  indirect,
wholly-owned subsidiary of Residential Services Corporation of America, which is
a direct,  wholly-owned  subsidiary  of  The  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 the Servicer substantially  all of its assets and businesses,
other than certain mortgage loans and  the Servicer'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 the Mortgage  Loans
in  the  Trust Estate,  and certain  other mortgage  servicing rights  (all such
servicing rights  collectively, the  "Retained Servicing").  It is  the  present
intention  of the Servicer 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 order to assure the performance of the Servicer's obligations as servicer
under the Pooling  and Servicing Agreement  as well as  under other 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  the Servicer 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 the Servicer 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"),  the Servicer, Prudential Insurance  and
Norwest intend to enter into the following arrangements:

    1.   SUBSERVICING AGREEMENT.  The Servicer, Prudential Insurance and Norwest
Mortgage  will   enter  into   a  subservicing   agreement  (the   "Subservicing
Agreement"),  pursuant to which the Servicer  will delegate to Norwest Mortgage,
and Norwest Mortgage  will agree to  perform, all of  the Servicer's duties  and
obligations  as mortgage loan servicer under the Pooling and Servicing Agreement
and each  Servicing Agreement  and  Other Servicing  Agreement, other  than  the
Servicer's  duties with  respect to the  administration and  disposition of real
estate  acquired  upon   foreclosure  which  latter   duties  will  remain   the
responsibility of the Servicer, with the particular functions to be delegated by
the   Servicer  to  Prudential  Asset  Recovery,   Inc.  or  other  third  party
contractors. With  respect  to  the Series  1993-32  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  Pooling and  Servicing  Agreement, and  foreclosure  or other
realization activities in connection with defaulted Mortgage Loans.

    Under the Subservicing Agreement, Norwest Mortgage will be obligated to make
any principal and interest or other advances required to be made by the Servicer
under the  Pooling and  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. The Servicer
will be  obligated to  reimburse Norwest  Mortgage for  the amount  of any  such
advances,  plus interest, from its own funds. The Servicer will remain obligated
under the Pooling and 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, the  Servicer  will  enter into  a  Loan  Agreement with
Prudential Funding Corporation,  an affiliate  of the Seller,  the Servicer  and
Prudential  Insurance ("Funding"),  pursuant to  which Funding  will provide the
Servicer with a committed

                            ------------------------
                                LEHMAN BROTHERS

January 30, 1996
<PAGE>
borrowing line (the "Loan Facility") in an amount required by each rating agency
which  has   assigned  ratings   to  the   mortgage  pass-through   certificates
representing  interests in  trusts formed  by the Seller  or SASI,  for the sole
purpose of supporting advances  required of the Servicer  under the Pooling  and
Servicing Agreement and Servicing Agreements. Although the Servicer 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 the Servicer will have sufficient other
assets, to ensure that all required advances will be made.

    The Servicer will pay Norwest Mortgage a portion of the Servicer's servicing
compensation under the  Pooling and  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  the
Servicer,  at its option, provided that the Servicer 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 the Servicer,
from time to time, with respect to  any Mortgage Loans as to which the  Servicer
arranges to sell the Retained Servicing.

    2.   CERTIFICATE  ADMINISTRATION AGREEMENT.   The Servicer  and Norwest Bank
will enter  into  an  agreement (the  "Certificate  Administration  Agreement"),
pursuant  to which the Servicer will delegate  to Norwest Bank, and Norwest Bank
will agree to perform, all of  the Servicer's obligations, if any, with  respect
to  administrative  and  reporting  functions under  the  Pooling  and Servicing
Agreement. Such  duties include  calculation of  distributions, preparation  and
filing  of tax returns, preparation of  reports to investors and preparation and
filing of  periodic  reports under  the  Securities  Exchange Act  of  1934,  as
amended.

    The Subservicing Agreement and the Certificate Administration Agreement will
collectively  provide for the delegation of  substantially all of the Servicer's
duties and  obligations under  the Pooling  and Servicing  Agreement. While  the
Pooling  and Servicing Agreement  provides that the  Servicer 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 the
Servicer 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 the  Servicer
pursuant  to an agreement under which the  Servicer is required to repurchase or
substitute for any such Mortgage Loan  so repurchased or substituted for by  the
Seller.  Although after  the Sale  Date the  Servicer will  continue to  own the
Retained Servicing,  the Servicer  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 the  Servicer 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 Mortgage Loan subserviced pursuant to the Subservicing Agreement, Prudential
Insurance will  agree in  the Subservicing  Agreement to  provide the  funds  to
repurchase such 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.


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission