SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: March 12, 1996
(Date of earliest event reported)
Commission File No. 33-68032
The Prudential Home Mortgage Securities Company, Inc.
Delaware 43-1490160
(State of Incorporation) (I.R.S. Employer Identification No.)
5325 Spectrum Drive, Frederick, Maryland 21701
- ------------------------------------------ ------------
Address of principal executive offices (Zip Code)
(301) 846-8199
Registrant's Telephone Number, including area code
(Former name, former address and former fiscal year, if changed since last
report)
<PAGE>
ITEM 5. Other Events
On March 12, 1996, The Prudential Home Mortgage Securities
Company, Inc., a Delaware corporation (the "Registrant"), sold Mortgage
Pass-Through Certificates, Series 1994-21, Class A-9 (the "Offered
Certificates"). The Offered Certificates, together with the other Subclasses of
Class A Certificates (designated as the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-6, Class A-7, Class A-8 and Class A-R Certificates), the
Class M Certificates and the Class B Certificates were originally issued on May
24, 1994 pursuant to a Pooling and Servicing Agreement, dated as of May 24, 1994
(the "Pooling and Servicing Agreement"), among the Registrant, The Prudential
Home Mortgage Company, Inc., as servicer (the "Servicer" or "PHMC"), and First
Trust National Association, as trustee (the "Trustee"). The Pooling and
Servicing Agreement was amended by Amendment No. 1 dated as of March 12, 1996
(the "Amendment"), a copy of which Amendment is filed as an exhibit hereto. The
primary purpose of the Amendment was to remove certain transfer restrictions on
the Offered Certificates and to change the minimum denominations in which such
Offered Certificates could be issued.
Interest on the Offered Certificates is distributed on each
Distribution Date (as defined in the Pooling and Servicing Agreement).
Distributions of interest on any Distribution Date are made to the extent that
the Pool Distribution Amount (as defined in the Pooling and Servicing Agreement)
is sufficient therefor.
<PAGE>
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
Item 601(a)
of Regulation S-K
Exhibit No. Description
(4) Amendment No. 1 to the Pooling and Servicing Agreement
dated as of March 12, 1996, among The Prudential Home
Mortgage Securities Company, Inc., The Prudential Home
Mortgage Company, Inc., and First Trust National
Association, as trustee.
<PAGE>
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 hereunto duly authorized.
THE PRUDENTIAL HOME MORTGAGE
SECURITIES COMPANY, INC.
March 12, 1996
By: /s/ M. Kathryn Gray
----------------------
Name: M. Kathryn Gray
Title: Vice President
<PAGE>
INDEX TO EXHIBITS
Paper (P) or
Exhibit No. Description Electronic (E)
(4) Amendment No. 1 to the E
Pooling and Servicing Agreement dated as of
March 12, 1996 among The Prudential Home
Mortgage Securities Company, Inc., The
Prudential Home Mortgage Company, Inc., and
First Trust National Association, as
trustee.
<PAGE>
- --------------------------------------------------------------------------------
THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC.
(Seller)
and
THE PRUDENTIAL HOME MORTGAGE COMPANY, INC.
(Servicer)
and
FIRST TRUST NATIONAL ASSOCIATION
(Trustee)
---------------------------
AMENDMENT NO. 1
Dated as of March 12, 1996
TO
POOLING AND SERVICING AGREEMENT
DATED AS OF MAY 24, 1994
---------------------------
$200,926,415.50
Mortgage Pass-Through Certificates
Series 1994-21
<PAGE>
AMENDMENT NO. 1, dated as of March 12, 1996, ("Amendment"), to
the Pooling and Servicing Agreement dated as of May 24, 1994 (the "Agreement")
among THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC., as seller (the
"Seller"), THE PRUDENTIAL HOME MORTGAGE COMPANY, INC., as servicer (the
"Servicer"), and FIRST TRUST NATIONAL ASSOCIATION, as trustee (the "Trustee").
WHEREAS, Section 10.01 of the Agreement provides, among other
things, that the Seller, the Servicer and the Trustee may amend the Agreement,
subject to certain provisos, with the consent of the Holders of Certificates
evidencing Percentage Interests aggregating not less than 66-2/3% of each Class
or Subclass of Certificates affected thereby for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Agreement or modifying in any manner the rights of the Holders of
Certificates of such Class or Subclass.
WHEREAS, the Seller, the Servicer and the Trustee desire to
amend the Agreement, as set forth in this Amendment and have obtained the
consent of the Holder of 100% Percentage Interest of the Class A-9 Certificates
and the Opinion of Counsel required by Section 10.01 in connection with such
amendment.
NOW THEREFORE, in consideration of the mutual agreements
herein contained, the Seller, the Servicer and the Trustee agree as follows:
All terms used in this Amendment which are defined in the
Agreement, either directly or by reference therein, have the meanings assigned
to them therein, except to the extent such terms are defined or modified in this
Amendment or the context clearly requires otherwise.
Section 1. Amendment of Section 1.01. Article I of the Agreement is
hereby amended as follows:
(a) The definition of "Denomination" is amended to read as follows:
Denomination: The amount, if any, specified on the face of
each Certificate (other than a Class A-9 Certificate) representing the principal
portion of the Cut-Off Date Aggregate Principal Balance evidenced by such
Certificate. As to a Class A-9 Certificate, the amount specified on the face of
such Certificate representing the portion of the Initial Class A-9 Notional
Amount evidenced by such Certificate.
(b) A new definition "Initial Class A-9 Notional Amount" is added to
read as follows:
Initial Class A-9 Notional Amount: The Initial Class A-9 Notional
Amount as set forth in Section 11.17.
(c) The second sentence of the definition of "Percentage Interest" is
amended to read as follows:
With respect to the Class A-9 Certificate, the undivided percentage
interest obtained by dividing the initial notional amount of such Certificate by
the Initial Class A-9 Notional Amount.
Section 2. Amendment of Section 5.01(a). The first sentence of Section
5.01(a) of the Agreement is hereby amended to read as follows:
(a) Except as set forth in the next sentence, the Class A, Class M,
and Class B Certificates shall be issued only in minimum denominations of a
Single Certificate and, except for the Class A-9, Class A-R and Class B
Certificates, integral multiples of $1,000 (or any amount in the case of the
Class A-9 Certificates and $1 in the case of the Class B Certificates) in excess
thereof (except, if necessary, for one Certificate of each Class or Subclass
(other than the Class A-9 Certificates) that evidences one Single Certificate
plus such additional principal portion as is required in order for all
Certificates of such Class or Subclass to equal the aggregate Original Class A
Subclass Principal Balance of such Subclass, or the Original Class B Principal
Balance, or the Original Class M Principal Balance, as the case may be), and
shall be substantially in the respective forms set forth as Exhibits A-1, A-2,
A-3, A-4, A-5, A-6, A-7, A-8, A-9, A-R, B, C and D (reverse side of
Certificates) hereto.
Section 3. Amendment of Section 5.01(a). The following sentence is
added immediately following the first sentence of Section 5.01(a) of the
Agreement:
Subject to the provisions of Section 5.02(e), the Class A-9
Certificates may be issued in any minimum denomination of not less than
$6,000,000 initial Class A-9 Notional Amount.
Section 4. Amendment of Section 5.02(b) and 5.02(c). Sections 5.02(b)
and 5.02(c) of the greement are hereby mended to read as follows:
(b) No transfer of a Class B Certificate shall be made unless the
registration requirements of the Securities Act of 1933, as amended, and any
applicable State securities laws are complied with, or such transfer is exempt
from the registration requirements under said Act and laws. In the event that a
transfer is to be made in reliance upon an exemption from said Act or laws, (i)
unless such transfer is made in reliance on Rule 144A, the Trustee or the Seller
may, if such transfer is to be made within three years from the date of the
initial sale of Certificates, require a Class B Certificateholder to deliver a
written Opinion of Counsel acceptable to and in form and substance satisfactory
to the Trustee and the Seller, to the effect that such transfer may be made
pursuant to an exemption, describing the applicable exemption and the basis
therefor, from said Act and laws or is being made pursuant to said Act and laws,
which Opinion of Counsel shall not be an expense of the Trustee, the Seller or
the Servicer, and (ii) the Trustee shall require the transferee to execute an
investment letter in the form of Exhibit J hereto certifying to the Seller and
the Trustee the facts surrounding such transfer, which investment letter shall
not be an expense of the Trustee, the Seller or the Servicer. The Holder of a
Class B Certificate desiring to effect such transfer shall, and does hereby
agree to, indemnify the Trustee, the Seller, the Servicer and any Paying Agent
acting on behalf of the Trustee against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws. Neither the Seller nor the Trustee is under an obligation to
register the Class B Certificates under said Act or any other securities law.
(c) No transfer of a Class M or Class B Certificate shall be made
unless the Trustee shall have received either (i) a representation letter from
the transferee of such Class B Certificate in the form of Exhibit J hereto, or,
in the case of the Class M Certificates, in the form of Exhibit K hereto, to the
effect that such transferee is not an employee benefit plan subject to the
fiduciary responsibility provisions of ERISA, or a governmental plan as defined
in Section 3(32) of ERISA or Code Section 4975 subject to any federal, state or
local law ("Similar Law") which is to a material extent, similar to the
foregoing provisions of ERISA or the Code (collectively, a "Plan") and is not a
person acting on behalf of any such Plan or using the assets of any such Plan to
effect such purchases, which representation letter shall not be an expense of
the Trustee, the Seller or the Servicer, or (ii) in the case of any such Class M
or Class B Certificate presented for registration in the name of a Plan, or a
trustee of any such Plan, an Opinion of Counsel satisfactory to the Trustee and
the Seller to the effect that the purchase or holding of such Class M or Class B
Certificate will not result in the assets of the Trust Estate being deemed to be
"plan assets" and subject to the prohibited transaction provisions of ERISA and
the Code or Similar Law and will not subject the Trustee, the Seller or the
Servicer to any obligation in addition to those undertaken in this Agreement,
which Opinion of Counsel shall not be an expense of the Trustee, the Seller or
the Servicer. The Class M and Class B Certificates shall bear a legend referring
to the foregoing restrictions contained in this paragraph and, in the case of
the Class B Certificates, the preceding paragraph.
Section 5. Addition of Section 5.02(e). A new section 5.02(e) is added
to read as follows:
(e) No transfer of a Class A-9 Certificate that has a denomination of
less than a Single Certificate shall be made unless the Trustee shall have
received a representation letter from the transferee of such Class A-9
Certificate, substantially in the form attached hereto as Exhibit M, stating
that such person: (a)(i) is a substantial, sophisticated, institutional investor
having knowledge and experience in financial and business matters, and in
particular in such matters related to securities similar to the Class A-9
Certificates, such that such investor is capable of evaluating the merits and
risks of an investment in the Class A-9 Certificates, and (ii) has a net worth
of at least $10,000,000; or (b) will hold the Class A-9 Certificates solely as
nominee for a person meeting the criteria set forth in clause (a). The Class A-9
Certificates shall bear a legend referring to the foregoing restrictions
contained in this paragraph.
Section 6. Amendment of Section 11.14. Section 11.14 of the Agreement
is hereby amended to read as follows:
Section 11.14. Wire Transfer Eligibility. With respect to the
Certificates (other than the Class A-9 and Class A-R Certificates), the minimum
Denomination eligible for wire transfer on each Distribution Date is
$5,000,000.00. With respect to the Class A-9 Certificates, the minimum
Percentage Interest eligible for wire transfer on each Distribution Date is 25%
Percentage Interest. The Class A-R Certificate is not eligible for wire
transfer.
Section 7. Amendment of Section 11.15. Section 11.15 of the Agreement
is hereby amended to read as follows:
Section 11.15. Single Certificate. A Single Certificate for each
Subclass of Class A Certificates (other than the Class A-9 and Class A-R
Certificates), the Class M Certificates and the Class B Certificates represents
a $100,000 Denomination. A Single Certificate for the Class A-9 Certificates
represents a $100,000,000 Initial Class A-9 Notional Amount. A Single
Certificate for the Class A-R Certificate represents a $1,000 Denomination.
Section 8. Addition of Section 11.19. A new Section 11.19 is added to
read as follows:
Section 11.19. Initial Class A-9 Notional Amount. The Initial Class
A-9 Notional Amount is $200,901,132.
Section 9. Amendment of Exhibit A-9. Exhibit A-9 to the Agreement is
hereby amended as attached hereto as Exhibit A.
Section 10. Amendment of Exhibit J. Exhibit J to the Agreement is
hereby amended as attached hereto as Exhibit B.
Section 11. Counterparts. This Agreement may be executed in any number
of counterparts, each of which when so executed shall be deemed to be an
original, but all of such counterparts shall together constitute but one and the
same instrument.
Section 12. Ratification of Agreement.Except as modified and expressly
amended by this Agreement, the Agreement is in all respects ratified and
confirmed, and all the terms, provisions and conditions thereof shall be and
remain in full force and effect.
Section 13. Governing Law. This Amendment shall be construed in
accordance with the laws of the State of New York (without regard to conflicts
of laws principles), and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
<PAGE>
IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized, all as of the day and year first above written.
THE PRUDENTIAL HOME MORTGAGE
SECURITIES COMPANY, INC.
as Seller
By:
Name: M. Kathryn Gray
Title: Vice President
THE PRUDENTIAL HOME MORTGAGE
COMPANY, INC.
as Servicer
By:
Name: M. Kathryn Gray
Title: Vice President
FIRST TRUST NATIONAL ASSOCIATION
as Trustee
By:
Name:
Title:
Attest:
By:______________________
Name:____________________
Title:_____________________
<PAGE>
STATE OF NEW YORK)
ss.:
COUNTY OF NEW YORK)
On this 12th day of March, 1996, before me, a notary public in
and for the State of New York, personally appeared M. Kathryn Gray, known to me
who, being by me duly sworn, did depose and say that she resides at Brookeville,
Maryland; that she is a Vice President of The Prudential Home Mortgage
Securities Company, Inc., a Delaware corporation, one of the parties that
executed the foregoing instrument; and that she signed her name thereto by order
of the Board of Directors of said corporation.
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NEW YORK)
ss.:
COUNTY OF NEW YORK)
On this 12th day of March, 1996, before me, a notary public in
and for the State of New York, personally appeared M. Kathryn Gray, known to me
who, being by me duly sworn, did depose and say that she resides at Brookeville,
Maryland; that she is a Vice President of The Prudential Home Mortgage Company,
Inc., a New Jersey corporation, one of the parties that executed the foregoing
instrument; and that she signed her name thereto by order of the Board of
Directors of said corporation.
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF _________)
ss.:
COUNTY OF ________)
On this _____ day of March, 1996 before me, a notary public in and for
the State of , personally appeared , known to me who, being by me duly
sworn, did depose and say that she resides at ; that she is the
______________ of First Trust National Association, a national banking
association, one of the parties that executed the foregoing instrument; and
that she signed her name thereto by order of the Board of Directors of said
association.
Notary Public
[NOTARIAL SEAL]
STATE OF _________)
ss.:
COUNTY OF ________)
On this ____ day of March, 1996 before me, a notary public in
and for the State of , personally appeared , known to me who, being by me duly
sworn, did depose and say that she resides at ; that she is the ______________
of First Trust National Association, a national banking association, one of the
parties that executed the foregoing instrument; and that she signed her name
thereto by order of the Board of Directors of said association.
Notary Public
[NOTARIAL SEAL]
<PAGE>
EXHIBIT A TO AMENDMENT NO. 1
TO THE POOLING AND SERVICING AGREEMENT
EXHIBIT A-9
[FORM OF FACE OF CLASS A-9 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1994-21, CLASS A-9
THIS CERTIFICATE MAY NOT BE TRANSFERRED IN DENOMINATIONS OF LESS THAN
$100,000,000 INITIAL CLASS A-9 NOTIONAL AMOUNT EXCEPT AS PROVIDED IN SECTIONS
5.01(A) AND 5.02(E) OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one-
to four-family mortgage loans, which
may include loans secured by shares issued by cooperative housing
corporations, sold by
THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, ANY AFFILIATE OF THE SELLER OR THE TRUSTEE, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, ANY AFFILIATE OF THE SELLER, THE TRUSTEE,
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
Certificate No.
Percentage Interest evidenced by this Certificate:
Denomination: $ (Initial Class A-9 Notional Amount)
Cut-Off Date: May 1, 1994
First Distribution Date: June 25, 1994
CUSIP No.:
<PAGE>
THIS CERTIFIES THAT ____________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate in
monthly distributions to the Holders of the Class A-9 Certificates with respect
to a Trust Estate consisting of a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans") formed by The Prudential Home
Mortgage Securities Company, Inc. (hereinafter called the "Seller", which term
includes any successor entity under the Agreement referred to below). The Trust
Estate was created pursuant to a Pooling and Servicing Agreement dated as of May
24, 1994 (the "Agreement") among the Seller, The Prudential Home Mortgage
Company, Inc., as servicer (the "Servicer"), and First Trust National
Association, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Subclass Distribution Amount for the Class A-9 Certificates required to be
distributed to Holders of Class A-9 Certificates on such Distribution Date,
subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the principal balance of certain Subclasses of
Class A Certificates may not commence on the first Distribution Date specified
above. The Class A-9 Certificates are not entitled to distributions of
principal. Interest will accrue on the Class A-9 Certificates during each month
in an amount equal to the product of (A) 1/12th of (i) the weighted average Net
Mortgage Interest Rate of the Mortgage Loans on the first day of such month
minus (ii) 7.80% and (B) the Class A-9 Notional Amount as of the related
Distribution Date. The amount of interest which accrues on this Certificate in
any month will be subject to adjustment with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class A-9 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of
the Trustee either by the Servicer or by a Paying Agent appointed by the
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments in immediately available funds in accordance with
the Pooling and Servicing Agreement and such Person has notified the Servicer
pursuant to the Pooling and Servicing Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution on this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
<PAGE>
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on May 24, 1994, at an issue price
of 0.78140% of the initial Class A-9 Notional Amount, including accrued
interest, and a stated redemption price at maturity equal to all interest
distributions hereon, and is issued with original issue discount ("OID") for
federal income tax purposes. Assuming (a) that this Certificate pays in
accordance with projected cash flows reflecting the prepayment assumption of
300% SPA (as defined in the Prospectus Supplement dated May 18, 1994 with
respect to the offering of the Class A Certificates and the Class M
Certificates) used to price this Certificate and (b) that the interest rate at
which distributions of interest on this Certificate actually will be made will
be determined as though the pass-through rate on this Certificate applicable to
the first Distribution Date will not change thereafter: (i) the amount of OID as
a percentage of the initial Class A-9 Notional Amount is approximately
0.64929594%; and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 16.94%. There is no short first accrual
period.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an
authorized officer of the Trustee, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
FIRST TRUST NATIONAL ASSOCIATION,
Trustee
By____________________________
Authorized Officer
Countersigned:
FIRST TRUST NATIONAL ASSOCIATION,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B TO AMENDMENT NO. 1
TO THE POOLING AND SERVICING AGREEMENT
EXHIBIT J
THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1994-21
CLASS B CERTIFICATES
TRANSFEREE'S LETTER
_____________ __, ____
First Trust National Association
180 East Fifth Street
St. Paul, Minnesota 55101
The Prudential Home Mortgage Securities Company, Inc.
5325 Spectrum Drive
Frederick, Maryland 21701
The undersigned (the "Purchaser") proposes to purchase The Prudential
Home Mortgage Securities Company, Inc. Mortgage Pass-Through Certificates,
Series 1994-21, Class B Certificates (the "Class B Certificates") in the
principal amount of $___________. In doing so, the Purchaser hereby acknowledges
and agrees as follows:
Section 1. Definitions. Each capitalized term used herein and not
otherwise defined herein shall have the meaning ascribed to it in the Pooling
and Servicing Agreement, dated as of May 24, 1994, as amended by Amendment No. 1
dated as of March 12, 1996 (collectively, the "Pooling and Servicing Agreement")
among The Prudential Home Mortgage Securities Company, Inc., as seller
("PHMSC"), The Prudential Home Mortgage Company, Inc., as servicer (the
"Servicer"), and First Trust National Association, as trustee (the "Trustee"),
of The Prudential Home Mortgage Securities Company, Inc. Mortgage Pass-Through
Certificates, Series 1994-21.
<PAGE>
Section 2. Representation and Warranties of the Purchaser. In
connection with the proposed transfer, the Purchaser represents and warrants to
PHMSC and the Trustee that:
(a) The Purchaser is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which the Purchaser is organized,
is authorized to invest in the Class B Certificates, and to enter into this
Agreement, and duly executed and delivered this Agreement.
(b) The Purchaser is acquiring the Class B Certificates for its own
account as principal and not with a view to the distribution thereof, in whole
or in part.
[(c) The Purchaser has knowledge of financial and business matters and
is capable of evaluating the merits and risks of an investment in the Class B
Certificates; the Purchaser has sought such accounting, legal and tax advice as
it has considered necessary to make an informed investment decision; and the
Purchaser is able to bear the economic risk of an investment in the Class B
Certificates and can afford a complete loss of such investment.]
[(c) The Purchaser is a "Qualified Institutional Buyer" within the
meaning of Rule 144A of the Act.]
(d) The Purchaser confirms that (a) it has had the opportunity to ask
questions of, and receive answers from The Prudential Home Mortgage Securities
Company, Inc. concerning the Class B Certificates and all matters relating
thereto, and obtain any additional information (including documents) relevant to
its decision to purchase the Class B Certificates that PHMSC possesses or can
possess without unreasonable effort or expense and (b) it has undertaken its own
independent analysis of the investment in the Class B Certificates. The
Purchaser will not use or disclose any information it receives in connection
with its purchase of the Class B Certificates other than in connection with a
subsequent sale of Class B Certificates.
(e) The Purchaser (i) is not an employee benefit plan subject to the
fiduciary responsibility provisions of the Employee Retirement Income Security
Act of 1974, as amended, ("ERISA") or Section 4975 of the Internal Revenue Code
of 1986, as amended (the "Code") or any governmental plan, as defined in Section
3(32) of ERISA subject to any federal, state or local law ("Similar Law") which
is, to a material extent, similar to the foregoing provisions of ERISA or the
Code (collectively, a "Plan"), an agent acting on behalf of a Plan, or a person
utilizing the assets of a Plan or (ii) has provided a "Benefit Plan Opinion"
satisfactory to The Prudential Home Mortgage Securities Company, Inc. and the
Trustee of the Trust Estate. A Benefit Plan Opinion is an opinion of counsel to
the effect that the proposed transfer will not (a) cause the assets of the Trust
Estate to be regarded as "plan assets" and subject to the fiduciary
responsibility provisions of ERISA or the prohibited transaction provisions of
the Code or Similar Law, (b) give rise to a fiduciary duty under ERISA, Section
4975 of the Code or Similar Law on the part of The Prudential Home Mortgage
Securities Company, Inc., the Servicer or the Trustee with respect to any Plan
or (c) constitute a prohibited transaction under ERISA or Section 4975 of the
Code or Similar Law.
<PAGE>
(f) If the Purchaser is a depository institution subject to the
jurisdiction of the Office of the Comptroller of the Currency ("OCC"), the Board
of Governors of the Federal Reserve System ("FRB"), the Federal Deposit
Insurance Corporation ("FDIC"), the Office of Thrift Supervision ("OTS") or the
National Credit Union Administration ("NCUA"), the Purchaser has reviewed the
"Supervisory Policy Statement on Securities Activities" dated January 28, 1992
of the Federal Financial Institutions Examination Council and the April 15, 1994
Interim Revision thereto as adopted by the OCC, FRB, FDIC, OTS and NCUA (with
modifications as applicable), as appropriate, other applicable investment
authority, rules, supervisory policies and guidelines of these agencies and, to
the extent appropriate, state banking authorities and has concluded that its
purchase of the Offered Class B Certificates is in compliance therewith.
Section 3. Transfer of Class B Certificates.
(a) The Purchaser understands that the Class B Certificates have not
been registered under the Securities Act of 1933 (the "Act") or any state
securities laws and that no transfer may be made unless the Class B Certificates
are registered under the Act and applicable state law or unless an exemption
from registration is available. The Purchaser further understands that neither
PHMSC nor the Trustee is under any obligation to register the Class B
Certificates or make an exemption available. In the event that such a transfer
is to be made in reliance upon an exemption from the Act or applicable state
securities laws, (i) the Trustee shall require, in order to assure compliance
with such laws, that the Certificateholder's prospective transferee each certify
to PHMSC and the Trustee as to the factual basis for the registration or
qualification exemption relied upon, and (ii) unless the transferee is a
"Qualified Institutional Buyer" within the meaning of Rule 144A of the Act, the
Trustee or PHMSC may, if such transfer is made within three years from the
Closing Date, require an Opinion of Counsel that such transfer may be made
pursuant to an exemption from the Act and state securities laws, which Opinion
of Counsel shall not be an expense of the Trustee or PHMSC. Any such
Certificateholder desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee and PHMSC against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.
(b) No transfer of a Class B Certificate shall be made unless the
transferee provides PHMSC and the Trustee with (i) a Transferee's Letter,
substantially in the form of this Agreement.
(c) The Purchaser acknowledges that its Class B Certificates bear a
legend setting forth the applicable restrictions on transfer.
<PAGE>
IN WITNESS WHEREOF, the undersigned has caused this Agreement to the
validly executed by its duly authorized representative as of the day and the
year first above written.
[PURCHASER]
By: _____________________________
Its: _____________________________
<PAGE>
EXHIBIT C TO AMENDMENT NO. 1
TO THE POOLING AND SERVICING AGREEMENT
EXHIBIT M
THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1994-21
CLASS A-9 CERTIFICATES
TRANSFEREE'S LETTER
_____________ __, ____
First Trust National Association
180 East Fifth Street
St. Paul, Minnesota 55101
The Prudential Home Mortgage Securities Company, Inc.
5325 Spectrum Drive
Frederick, Maryland 21701
The undersigned (the "Purchaser") proposes to purchase The Prudential
Home Mortgage Securities Company, Inc. Mortgage Pass-Through Certificates,
Series 1994-21, Class A-9 Certificates (the "Class A-9 Certificates") in the
Initial Class A-9 Notional Amount of $___________. In doing so, the Purchaser
hereby acknowledges and agrees as follows:
Section 1. Definitions. Each capitalized term used herein and not
otherwise defined herein shall have the meaning ascribed to it in the Pooling
and Servicing Agreement, dated as of May 24, 1994, as amended by Amendment No. 1
dated as of March 12, 1996 (collectively, the "Pooling and Servicing Agreement")
among The Prudential Home Mortgage Securities Company, Inc., as seller
("PHMSC"), The Prudential Home Mortgage Company, Inc., as servicer (the
"Servicer") and First Trust National Association, as trustee (the "Trustee"), of
The Prudential Home Mortgage Securities Company, Inc. Mortgage Pass-Through
Certificates, Series 1994-21.
<PAGE>
Section 2. Representation and Warranties of the Purchaser. In
connection with the proposed transfer, the Purchaser represents and warrants to
PHMSC and the Trustee that:
(a) The Purchaser (a)(i) is a substantial, sophisticated,
institutional investor having knowledge and experience in financial and business
matters, and in particular in such matters related to securities similar to the
Class A-9 Certificates, such that such investor is capable of evaluating the
merits and risks of an investment in the Class A-9 Certificates, and (ii) has a
net worth of at least $10,000,000; or (b) will hold the Class A-9 Certificates
solely as nominee for a person meeting the criteria set forth in clause (a).
(b) The Purchaser acknowledges that its Class A-9 Certificates bear a
legend setting forth the applicable restrictions on transfer.
<PAGE>
IN WITNESS WHEREOF, the undersigned has caused this Agreement
to the validly executed by its duly authorized representative as of the day and
the year first above written.
[PURCHASER]
By: _____________________________
Its: _____________________________
<PAGE>
THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC.
Mortgage Pass-Through Certificates, Series 1994-21, Class A-9
CONSENT OF HOLDERS OF CERTIFICATES
The undersigned, The Prudential Home Mortgage Securities
Company, Inc., as Holder of 100% Percentage Interest of the Class A-9
Certificates of The Prudential Home Mortgage Securities Company, Inc., Mortgage
Pass-Through Certificates, Series 1994-21, pursuant to Section 10.01 of the
Pooling and Servicing Agreement dated as of May 24, 1994 (the "Agreement") among
The Prudential Home Mortgage Securities Company, Inc., as seller (the "Seller"),
The Prudential Home Mortgage Company, Inc., as servicer (the "Servicer"), and
First Trust National Association, as trustee (the "Trustee"), does hereby
consent to the amendment of the Agreement as set forth in Amendment No. 1 to the
Agreement dated as of March 12, 1996 among the Seller, the Servicer and the
Trustee attached hereto as Exhibit A.
All capitalized terms used herein without definition have the
meanings assigned to them in the Agreement.
<PAGE>
IN WITNESS WHEREOF, the party below has caused its name to be
signed hereto by its officer thereunto duly authorized all as of the day written
below.
Date: March 12, 1996
THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC.
By:
Name: M. Kathryn Gray
Title: Vice President
