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: April 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 April 12, 1996, The Prudential Home Mortgage Securities Company,
Inc., a Delaware corporation (the "Registrant"), sold Mortgage Pass-Through
Certificates, Series 1992-29, Class A-10 (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, Class A-9, Class A-R and Class A-LR Certificates),
the Class M Certificates and the Class B Certificates were originally issued on
September 30, 1992 pursuant to a Pooling and Servicing Agreement, dated as of
August 31, 1992, as amended by Amendment No. 1 dated as of March 1, 1993
(collectively, 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. 2 dated as of April 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). The
initial principal balance of the Offered Certificates was $1,000.00.
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. 2 to the Pooling and Servicing Agreement
dated as of April 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.
April 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. 2 to the E
Pooling and Servicing Agreement dated as of
April 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. 2
Dated as of April 12, 1996
TO
POOLING AND SERVICING AGREEMENT
Dated as of September 30, 1992
---------------------------
$499,703,751.25
Mortgage Pass-Through Certificates
Series 1992-29
- --------------------------------------------------------------------------------
<PAGE>
AMENDMENT NO. 2, dated as of April 12, 1996, ("Amendment"), to the
Pooling and Servicing Agreement dated as of September 30, 1992 (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-10 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-10 Certificate) representing the principal
portion of the Cut-Off Date Aggregate Principal Balance evidenced by such
Certificate. As to a Class A-10 Certificate, the amount specified on the face of
such Certificate representing the portion of the Initial Class A-10 Notional
Amount evidenced by such Certificate.
(b) A new definition "Initial Class A-10 Notional Amount" is added to
read as follows:
<PAGE>
Initial Class A-10 Notional Amount: The Initial Class A-10 Notional
Amount as set forth in Section 11.26.
Section 2. Amendment of Section 5.01(a). The first sentence of Section
5.01(a) of the Agreement is hereby replaced in its entirety with the following:
(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 (except as provided below with respect to the Class A-6
Certificates) and, except for the Class A-10, Class A-R, Class A-LR and Class B
Certificates, integral multiples of $1,000 (or $1 in the case of the Class B
Certificates and any amount in the case of the Class A-10 Certificates) in
excess thereof (except, if necessary, for one Certificate of each Class or
Subclass (other than the Class A-10, Class A-R and Class A-LR 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 or the Original Class B
Subclass Principal Balance of such Subclass 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-10, A-R,
A-LR, B-1, B-2, B-3, B-4, C and D (reverse side of Certificates) hereto. Subject
to the provisions of Section 5.02(e), the Class A-10 Certificates may be issued
in any minimum denomination of not less than $5,948,000 Initial Class A-10
Notional Amount.
Section 3. Amendment of Section 5.02(b) and 5.02(c). Sections 5.02(b)
and 5.02(c) of the Agreement are hereby amended by deleting all references to
"Class A-10" therein.
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-10 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-10
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-10
Certificates, such that such investor is capable of evaluating the merits and
risks of an investment in the Class A-10 Certificates, and (ii) has a net worth
of at least $10,000,000; or (b) will hold the Class A-10 Certificates solely as
nominee for a person meeting the criteria set forth in clause (a). The Class
A-10 Certificates shall bear a legend referring to the foregoing restrictions
contained in this paragraph.
Section 5. Amendment of Section 11.23. Section 11.23 of the Agreement
is hereby amended to read as follows:
<PAGE>
Section 11.23. Wire Transfer Eligibility. With respect to the
Certificates (other than the Class A-6, Class A-10, Class A-R, and Class A-LR
Certificates), the minimum Denomination eligible for wire transfer on each
Distribution Date is $5,000,000.00. With respect to the Class A-6 Certificates,
the minimum Denomination eligible for wire transfer on each Distribution Date is
$52,996,000 initial Class A-6 Notional Amount. With respect to the Class A-10
Certificates, the minimum Percentage Interest eligible for wire transfer on each
Distribution Date is 25% Percentage Interest. The Class A-R and Class A-LR
Certificates are not eligible for wire transfer.
Section 6. Amendment of Section 11.24. Section 11.24 of the Agreement
is hereby amended to read as follows:
Section 11.24. Single Certificate. A Single Certificate for each
Subclass of Class A Certificates (other than the Class A-6, Class A-10, Class
A-R and Class A-LR Certificates), the Class M Certificates and each Subclass of
Class B Certificates represents a $100,000 Denomination. A Single Certificate
for the Class A-6 Certificates represents a $26,000,000 initial Class A-6
Notional Amount Denomination. A Single Certificate for the Class A-10
Certificates represents a $124,908,000 Initial Class A-10 Notional Amount. A
Single Certificate for the Class A-9, Class A-R and Class A-LR Certificates
represents a $1,000 Denomination.
Section 7. Addition of Section 11.26. A new Section 11.26 is added to
read as follows:
Section 11.26. Initial Class A-10 Notional Amount. The Initial Class
A-10 Notional Amount is $499,631,221.
Section 8. Amendment of Exhibit A-10. Exhibit A-10 to the Agreement is
hereby amended as attached hereto as Exhibit A.
Section 9. Amendment of Exhibit J. Exhibit J to the Agreement is
hereby amended by deleting all references to "Class A-10" therein.
Section 10. Counterparts. This Amendment 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 11. Ratification of Agreement.Except as modified and expressly
amended by this Amendment, 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 12. 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 April, 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 April, 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 April, 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 April, 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. 2
TO THE POOLING AND SERVICING AGREEMENT
EXHIBIT A-10
[FORM OF FACE OF CLASS A-10 CERTIFICATE]
THIS CERTIFICATE MAY NOT BE TRANSFERRED IN DENOMINATIONS
OF LESS THAN $124,908,999 INITIAL CLASS A-10 NOTIONAL AMOUNT
EXCEPT AS PROVIDED IN SECTIONS 5.01(a) AND 5.02(e) OF THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1992-29, CLASS A-10
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family mortgage loans sold by
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.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.
Percentage Interest evidenced
by this Certificate: %
Denomination: $ (Initial Class A-10 Notional Amount)
Cut-Off Date: September 1, 1992
First Distribution Date: October 25, 1992
CUSIP No.: 74434U
<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-10 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 (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 September
30, 1992 (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-10 Distribution Amount required to be distributed to Holders of Class A-10
Certificates on such Distribution Date, subject to adjustment in certain events
as specified in the Agreement. Distributions of principal will be allocated
among the Subclasses of Class A Certificates in accordance with the provisions
of the Agreement. Interest will accrue on the Class A-10 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) 8.00% and (B) the Class A-10 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-10 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 September 30, 1992, at an issue
price of 971820.13237%, including accrued interest, and a stated redemption
price at maturity equal to the sum of its initial principal balance and all
interest distributions hereon, and is issued with original issue discount
("OID") for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the prepayment assumption of
275% SPA (as defined in the Prospectus Supplement dated September 21, 1992 with
respect to the offering of the Class A Certificates and Class M Certificates)
used to price this Certificate: (i) the amount of OID as a percentage of the
initial principal balance of this Certificate is approximately 506733.77478433%;
(ii) the annual yield to maturity of this Certificate, compounded monthly, is
approximately 10.03%; and (iii) the amount of OID allocable to the short first
accrual period (September 30, 1992 to October 25, 1992) as a percentage of the
initial principal balance of this Certificate, calculated using the exact method
specified in Prop. Treas. Reg. ss. 1.1272-1, is approximately 6760.99190162%. In
the alternative, all interest distributions on this Certificate may be treated
as qualified periodic interest payments and thus would not be included in the
stated redemption price at maturity of this Certificate, thereby causing this
Certificate to be considered to have been issued at a premium.
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. 2
TO THE POOLING AND SERVICING AGREEMENT
EXHIBIT M
THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1992-29
CLASS A-10
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 1992-29, Class A-10 (the "Class A-10 Certificates") in the Initial Class
A-10 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 September 30, 1992, as amended by Amendment
No. 1 dated as of March 1, 1993 and Amendment No. 2 dated as of April 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 1992-29.
<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-10 Certificates, such that such investor is capable of evaluating the
merits and risks of an investment in the Class A-10 Certificates, and (ii) has a
net worth of at least $10,000,000; or (b) will hold the Class A-10 Certificates
solely as nominee for a person meeting the criteria set forth in clause (a).
(b) The Purchaser acknowledges that its Class A-10 Certificates bear a
legend setting forth the applicable restrictions on transfer.
<PAGE>
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
validly executed by its duly authorized representative as of the day and the
year first above written.
[PURCHASER]
By: _____________________________
Its: _____________________________
