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 4, 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 4, 1996, The Prudential Home Mortgage Securities
Company, Inc., a Delaware corporation (the "Registrant"), sold Mortgage
Pass-Through Certificates, Series 1992-14, Class A-14 (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-11, Class A-12, Class A-13 and Class A-R), the Class M Certificates and the
Class B Certificates were originally issued on May 27, 1992 pursuant to a
Pooling and Servicing Agreement, dated as of May 27, 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, and First Trust National Association, as trustee.
The Pooling and Servicing Agreement was amended by Amendment No. 2 dated as of
April 4, 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
(Ex-4) Amendment No. 2 to the Pooling and Servicing Agreement dated
as of April 4, 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 4, 1996
By:_/s/ M. Kathryn Gray
M. Kathryn Gray
Vice President
INDEX TO EXHIBITS
Exhibit No. Description Paper (P)
or Electronic(E)
(Ex-4) Amendment No. 2 to the E
Pooling and Servicing Agreement dated as of
April 4, 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 4, 1996
TO
POOLING AND SERVICING AGREEMENT
DATED AS OF MAY 27, 1992
---------------------------
$476,354,867.16
Mortgage Pass-Through Certificates
Series 1992-14
- --------------------------------------------------------------------------------
<PAGE>
AMENDMENT NO. 2, dated as of April 4, 1996, ("Amendment"), to the Pooling
and Servicing Agreement dated as of May 27, 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-14 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-14 Certificate) representing the principal portion of the
Cut-Off Date Aggregate Principal Balance evidenced by such Certificate. As to a
Class A-14 Certificate, the amount specified on the face of such Certificate
representing the portion of the Initial Class A-14 Notional Amount evidenced by
such Certificate.
(b) A new definition "Initial Class A-14 Notional Amount" is added to read
as follows:
<PAGE>
Initial Class A-14 Notional Amount: The Initial Class A-14 Notional Amount
as set forth in Section 11.25.
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-14, Class A-R, 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-14 Certificates) in excess thereof
(except, if necessary, for one Certificate of each Class or Subclass (other than
the Class A-14 and Class A-R 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-12, A-13, A-14, A-R, 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-14 Certificates may be issued in any
minimum denomination of not less than $5,539,000 Initial Class A-14 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-14" 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-14 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-14 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-14 Certificates, such
that such investor is capable of evaluating the merits and risks of an
investment in the Class A-14 Certificates, and (ii) has a net worth of at least
$10,000,000; or (b) will hold the Class A-14 Certificates solely as nominee for
a person meeting the criteria set forth in clause (a). The Class A-14
Certificates shall bear a legend referring to the foregoing restrictions
contained in this paragraph.
Section 5. Amendment of Section 11.22. Section 11.22 of the Agreement is
hereby amended to read as follows:
<PAGE>
Section 11.22. Wire Transfer Eligibility. With respect to the Certificates
(other than the Class A-11, Class A-12, Class A-14 and Class A-R Certificates),
the minimum Denomination eligible for wire transfer on each Distribution Date is
$5,000,000.00. The Class A-11 and Class A-12 Certificates shall be eligible for
a wire transfer only for so long as Definitive Certificates representing such
Subclass have not been issued to Beneficial Owners in accordance with Section
5.07. With respect to the Class A-14 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 6. Amendment of Section 11.23. Section 11.23 of the Agreement is
hereby amended to read as follows:
Section 11.23. 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-9,
Class A-10, Class A-11, Class A-12, Class A-13, Class M and Class B Certificates
represent a $100,000 Denomination. A Single Certificate for the Class A-8
Certificates represents a $1,000 Denomination. A Single Certificate for the
Class A-14 Certificates represents a $119,089,000 Initial Class A-14 Notional
Amount. A Single Certificate for the Class A-R Certificate represents a
$1,090,000 Denomination.
Section 7. Addition of Section 11.25. A new Section 11.25 is added to read
as follows:
Section 11.25. Initial Class A-14 Notional Amount. The Initial Class A-14
Notional Amount is $476,354,867.20.
Section 8. Amendment of Exhibit A-14. Exhibit A-14 to the Agreement is
hereby amended as attached hereto as Exhibit A.
Section 9. 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 10. 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 11. 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 4th 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 4th 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
EXHIBIT A-14
[FORM OF FACE OF CLASS A-14 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1992-14, CLASS A-14
THIS CERTIFICATE MAY NOT BE TRANSFERRED IN DENOMINATIONS OF LESS THAN
$119,089,000 INITIAL CLASS A-14 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 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-14 Notional Amount)
Cut-Off Date: May 1, 1992
First Distribution Date: June 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 Class A-14 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 May 27, 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-14
Distribution Amount required to be distributed to Holders of Class A-14
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-14 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-14 Notional Amount as of the
related Distribution Date. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-14 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 27, 1992, at an issue price of
1639722.68388%, including accrued interest, and a stated redemption price at
maturity equal to 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 235% SPA (as defined in the Prospectus
Supplement dated April 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
975939.75411%; (ii) the annual yield to maturity of this Certificate, compounded
monthly, is approximately 10.05%; and (iii) the amount of OID allocable to the
short first accrual period (May 27, 1992 through June 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
12809.98566268%.
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
EXHIBIT J
THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1992-14
CLASS A-14
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 1992-14, Class A-14 (the "Class A-14 Certificates") in the
Initial Class A-14 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 27, 1992, as amended by
Amendment No. 1 dated as of March 1, 1993 and Amendment No. 2 dated as of April
4, 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
1992-14.
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-14 Certificates, such that such investor is capable of evaluating the
merits and risks of an investment in the Class A-14 Certificates, and (ii) has a
net worth of at least $10,000,000; or (b) will hold the Class A-14 Certificates
solely as nominee for a person meeting the criteria set forth in clause (a).
(b) The Purchaser acknowledges that its Class A-14
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: _____________________________
