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 10, 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 10, 1996, The Prudential Home Mortgage Securities
Company, Inc., a Delaware corporation (the "Registrant"), sold Mortgage
Pass-Through Certificates, Series 1992-18, Class A-11 (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-10, Class
A-R and Class A-LR Certificates), the Class M Certificates and the Class B
Certificates were originally issued on June 29, 1992 pursuant to a Pooling and
Servicing Agreement, dated as of June 29, 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 10, 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 10, 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 10, 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 10, 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 10, 1996
TO
POOLING AND SERVICING AGREEMENT
DATED AS OF JUNE 29, 1992
---------------------------
$450,815,692.01
Mortgage Pass-Through Certificates
Series 1992-18
- ------------------------------------------------------------------------------
<PAGE>
AMENDMENT NO. 2, dated as of April 10, 1996, ("Amendment"), to
the Pooling and Servicing Agreement dated as of June 29, 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-11 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-11 Certificate) representing the principal
portion of the Cut-Off Date Aggregate Principal Balance evidenced by such
Certificate. As to a Class A-11 Certificate, the amount specified on the face of
such Certificate representing the portion of the Initial Class A-11 Notional
Amount evidenced by such Certificate.
(b) A new definition "Initial Class A-11 Notional Amount" is
added to read as follows: Initial Class A-11 Notional Amount: The Initial Class
A-11 Notional Amount as set forth in Section 11.23.
<PAGE>
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 and, except for the Class A-10, Class A-11, Class A-R,
Class A-LR and Class B Certificates, integral multiples of $1,000 (or $1 in the
case of the Class A-10 and Class B Certificates and any amount in the case of
the Class A-11 Certificates) in excess thereof (except, if necessary, for one
Certificate of each Class or Subclass (other than the Class A-11, 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-11, A-R, A-LR, B-1, B-2, B-3, C and D
(reverse side of Certificates) hereto. Subject to the provisions of Section
5.02(e), the Class A-11 Certificates may be issued in any minimum denomination
of not less than $11,864,000 Initial Class A-11 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-11" therein.
Section 4. 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-11 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-11 Certificate, substantially in the form attached hereto as Exhibit J,
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-11
Certificates, such that such investor is capable of evaluating the merits and
risks of an investment in the Class A-11 Certificates, and (ii) has a net worth
of at least $10,000,000; or (b) will hold the Class A-11 Certificates solely as
nominee for a person meeting the criteria set forth in clause (a). The Class
A-11 Certificates shall bear a legend referring to the foregoing restrictions
contained in this paragraph.
Section 5. Amendment of Section 11.20. Section 11.20 of the
Agreement is hereby amended to read as follows:
<PAGE>
Section 11.20. Wire Transfer Eligibility. With respect to the
Certificates (other than the Class A-10, Class A-11, Class A-R, Class A-LR and
Class B Certificates), the minimum Denomination eligible for wire transfer on
each Distribution Date is $5,000,000. With respect to the Class A-10
Certificates, the minimum Denomination eligible for wire transfer is $600. With
respect to the Class A-11 Certificates, the minimum Percentage Interest eligible
for wire transfer on each Distribution Date is 25% Percentage Interest. With
respect to the Class B Certificates, the minimum Denomination eligible for wire
transfer on each Distribution Date is $1,000,000. The Class A-R and Class A-LR
Certificates are not eligible for wire transfer.
Section 6. Amendment of Section 11.21. Section 11.21 of the
Agreement is hereby amended to read as follows:
Section 11.21. Single Certificate. A Single Certificate for
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 M Certificates and each Subclass of Class B
Certificates represents a $100,000 Denomination. A Single Certificate for the
Class A-10 Certificates represents a $600 Denomination. A Single Certificate for
the Class A-11 Certificates represents a $450,815,692 Initial Class A-11
Notional Amount. A Single Certificate for the Class A-R and Class A-LR
Certificates represents a $1,000 Denomination.
Section 7. Addition of Section 11.23. A new Section 11.23 is
added to read as follows:
Section 11.23. Initial Class A-11 Notional Amount. The Initial
Class A-11 Notional Amount is $450,815,692.00.
Section 8. Amendment of Exhibit A-11. Exhibit A-11 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-11" 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 10th 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 10th 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-11
[FORM OF FACE OF CLASS A-11 CERTIFICATE]
THIS CERTIFICATE MAY NOT BE TRANSFERRED IN DENOMINATIONS OF LESS THAN
$450,816,000 INITIAL CLASS A-11 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 1992-18, CLASS A-11
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
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.
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-11 Notional Amount)
Cut-Off Date: June 1, 1992
First Distribution Date: July 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-11 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 June 29, 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-11 Distribution Amount required to be distributed to Holders of Class A-11
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-11 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) 8.50% and (B) the Class A-11 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-11 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 to the account specified by
such Person. 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 June 29, 1992, at an issue price
of 933173.80286%, including accrued interest, and a stated redemption price at
maturity equal to the sum of all distributions of principal and interest 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 250% SPA (as defined in the
Prospectus Supplement dated May 21, 1992 with respect to the offering of the
Class A 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 566237.79002210%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 10.72%; and (iii) the amount
of OID allocable to the short first accrual period (June 29, 1992 through July
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 7222.42110956%.
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 L
THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1992-18
CLASS A-11
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 1992-18, Class A-11 (the "Class A-11 Certificates") in the
Initial Class A-11 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 June 29, 1992, as amended by
Amendment No. 1 dated as of March 1, 1993 and Amendment No. 2 dated as of April
10, 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
1992-18.
<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-11 Certificates, such that such investor is capable of evaluating the
merits and risks of an investment in the Class A-11 Certificates, and (ii) has a
net worth of at least $10,000,000; or (b) will hold the Class A-11 Certificates
solely as nominee for a person meeting the criteria set forth in clause (a).
(b) The Purchaser acknowledges that its Class A-11
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: _____________________________
<PAGE>
