PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY INC
424B5, 1996-02-26
MORTGAGE BANKERS & LOAN CORRESPONDENTS
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SUPPLEMENT
(TO PROSPECTUS DATED FEBRUARY 15, 1996 AND PROSPECTUS SUPPLEMENT DATED FEBRUARY
16, 1996)

                           $399,030,405 (APPROXIMATE)

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

               MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-2
        PRINCIPAL AND INTEREST PAYABLE MONTHLY, COMMENCING IN MARCH 1996

    The Prospectus Supplement is hereby revised and supplemented as follows:

    (A)   Notwithstanding anything contained in the Prospectus Supplement to the
contrary, after the Cross-Over Date, for  so long as the Class A-5  Certificates
are  outstanding,  the  amount that  would  have  reduced the  Class  A Subclass
Principal Balances of the other Subclasses  of Class A Certificates as a  result
of  the application of the second sentence of the definition of Class A Subclass
Principal Balance  set forth  on page  S-28 of  the Prospectus  Supplement  will
instead  reduce  the  Class  A  Subclass  Principal  Balance  of  the  Class A-5
Certificates. AS A RESULT, AFTER THE CROSS-OVER DATE, THE CLASS A-5 CERTIFICATES
WILL BEAR THE PRINCIPAL PORTION OF ALL REALIZED LOSSES ALLOCABLE TO THE CLASS  A
CERTIFICATES,  OTHER THAN EXCESS SPECIAL HAZARD  LOSSES, EXCESS FRAUD LOSSES AND
EXCESS BANKRUPTCY  LOSSES,  FOR  SO  LONG AS  THE  CLASS  A-5  CERTIFICATES  ARE
OUTSTANDING.

    (B)   Notwithstanding anything contained in the Prospectus Supplement to the
contrary, the Class A-5 Certificates will be issued as Definitive  Certificates.
See  "Description  of the  Certificates --  Definitive  Form" in  the Prospectus
Supplement.

    (C)  Notwithstanding anything contained in the Prospectus Supplement to  the
contrary,  the Class  A-5 Certificates  are subject  to certain  restrictions on
transfer. Under  current  law  the  purchase  and holding  of  the  C  lass  A-5
Certificates  by or on behalf of a  Plan may result in "prohibited transactions"
within the meaning of ERISA  and Code Section 4975  or Similar Law. Transfer  of
the Class A-5 Certificates will not be made unless the transferee (i) executes a
representation   letter  in  form  and   substance  satisfactory  to  the  Trust
Administrator stating that (a) it  is not, and is not  acting on behalf of,  any
such Plan or using the assets of any such Plan to effect such purchase or (b) if
it  is an insurance company, that the source of funds used to purchase the Class
A-5 Certificates is  an "insurance  company general  account" (as  such term  is
defined  in Section V(e)  of Prohibited Transaction  Class Exemption 95-60 ("PTE
95-60"), 60 Fed. Reg 35925 (July 12, 1995)) and there is no Plan with respect to
which the amount  of such  general account's  reserves and  liabilities for  the
contract(s)  held by or on behalf of such Plan and all other Plans maintained by
the same employer  (or affiliate thereof  as defined in  Section V(a)(1) of  PTE
95-60)  or by  the same employee  organization, exceed  10% of the  total of all
reserves and liabilities of such general account (as such amounts are determined
under Section 1(a) of PTE 95-60) at the date of acquisition or (ii) provides  an
opinion of counsel in form and substance satisfactory to the Trust Administrator
that  the purchase or holding  of the Class A-5 Certificates  by or on behalf of
such Plan 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 Seller, the Master  Servicer,
the  Trustee or the Trust  Administrator to any obligation  in addition to those
undertaken in the Pooling  and Servicing Agreement.  The Class A-5  Certificates
will  contain a legend describing such  restrictions on transfer and the Pooling
and Servicing Agreement will provide that any attempted or purported transfer in
violation of these transfer restrictions will be null and void and will vest  no
rights  in any  purported transferee.  Accordingly, the  discussion under "ERISA
Considerations" in the  Prospectus Supplement  does not purport  to discuss  the
considerations under ERISA, Code Section 4975 or Similar Law with respect to the
purchase,  acquisition or resale of the  Class A-5 Certificates and for purposes
of such discussion  all references  to the  Offered Certificates  are deemed  to
exclude the Class A-5 Certificates.

                          DONALDSON, LUFKIN & JENRETTE
                             SECURITIES CORPORATION

               THE DATE OF THIS SUPPLEMENT IS FEBRUARY 23, 1996.


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