<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 8, 1996
REGISTRATION NO. 33-72966
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
POST-EFFECTIVE
AMENDMENT NO. 7
ON FORM S-3
TO FORM S-11
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC.
(Exact Name of Registrant as Specified in Governing Instruments)
5325 SPECTRUM DRIVE
FREDERICK, MARYLAND 21701
(Address of principal executive offices)
KATHERINE L. HUFNAGEL, ESQ.
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
751 BROAD STREET, 13TH FLOOR
NEWARK, NEW JERSEY 07101
(201) 802-8828
(Name and address of agent for service)
-------------------
COPIES TO:
<TABLE>
<CAPTION>
<S> <C>
JORDAN M. SCHWARTZ, ESQ. ALLAN N. KRINSMAN, ESQ.
CADWALADER, WICKERSHAM & TAFT BROWN & WOOD
100 MAIDEN LANE ONE WORLD TRADE CENTER
NEW YORK, NEW YORK 10038 NEW YORK, NEW YORK 10048
(212) 504-6000 (212) 839-5300
</TABLE>
-------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. /X/
PURSUANT TO RULE 429 OF THE SECURITIES AND EXCHANGE COMMISSION'S RULES AND
REGULATIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE PROSPECTUS AND
PROSPECTUS SUPPLEMENT CONTAINED IN THIS REGISTRATION STATEMENT ALSO RELATES TO
THE REGISTRANT'S REGISTRATION STATEMENT ON FORM S-11 (REGISTRATION NO.
33-68032).
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses expected to be incurred in connection with the issuance and
distribution of the securities being registered, other than underwriting
compensation, are as set forth below. All such expenses except for the
registration and filing fees are estimated.
<TABLE>
<S> <C>
SEC Registration Fee.................................................... $ 5,172,414
Legal Fees and Expenses................................................. 3,135,000
Accounting Fees and Expenses............................................ 890,000
Trustee's Fees and Expenses (including counsel fees).................... 400,000
Printing and Engraving Fees............................................. 1,815,000
Rating Agency Fees...................................................... 7,675,000
Miscellaneous........................................................... 2,000,000
-----------
Total............................................................... $21,087,414
-----------
-----------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides that a Delaware
corporation may indemnify any persons, including officers and directors, who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person is or was an officer or
director of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such
officer or director acted in good faith and in a manner he reasonably believed
to be in or not opposed to the corporation's best interests and, for criminal
proceedings, had no reasonable cause to believe that his conduct was illegal. A
Delaware corporation may indemnify officers and directors in an action by or in
the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer and director actually and reasonably incurred.
The Restated Certificate of Incorporation of The Prudential Home Mortgage
Securities Company, Inc., provides for indemnification of officers and directors
to the full extent permitted by the Delaware General Corporation Law.
The Pooling and Servicing Agreements for each Series of Certificates provide
either that the Registrant and the partners, directors, officers, employees and
agents of the Registrant, or that the Sole Servicer, any subservicer, and the
partners, directors, officers, employees and agents of the Sole Servicer or any
subservicer, will be entitled to indemnification by the Trust Estate and will be
held harmless against any loss, liability or expense incurred in connection with
any legal action relating to the Pooling and Servicing Agreement or the
Certificates, other than any loss, liability or expense incurred by reason or
willful misfeasance, bad faith or gross negligence in the performance of his or
its duties thereunder or by reason of reckless disregard of his or its
obligations and duties thereunder.
ITEM 16. EXHIBITS.
<TABLE>
<C> <S>
1.1* Form of Underwriting Agreement.
3.1 Restated Certificate of Incorporation of The Prudential Home Mortgage
Securities Company, Inc. incorporated by reference from Exhibit 3.1 of
the Registration Statement on Form S-11 (File No. 33-29849).
3.2 Bylaws of The Prudential Home Mortgage Securities Company, Inc.
incorporated by reference from Exhibit 3.2 of the Registration
Statement on Form S-11 (File No. 33-29849).
</TABLE>
II-1
<PAGE>
<TABLE>
<C> <S>
4.1 Form of Pooling and Servicing Agreement providing for credit enhancement
by subordination arrangement without shifting interests of Senior and
Subordinated Classes incorporated by reference from Exhibit 4.1 of the
Registration Statement on Form S-11 (File No. 33-29849).
4.2 Form of Pooling and Servicing Agreement providing for credit enhancement
by subordination arrangement without shifting interests of Senior and
Subordinated Classes incorporated by reference from Exhibit 4.2 of the
Registration Statement on Form S-11 (File No. 33-41214).
4.3 Form of Pooling and Servicing Agreement providing for credit enhancement
by subordination arrangement including shifting interests of Senior,
Mezzanine and Subordinated Classes incorporated by reference from
Exhibit 4.3 of the Registration Statement on Form S-11 (File No.
33-52962).
4.4* Form of Pooling and Servicing Agreement providing for credit enhancement
by subordination arrangement including shifting interests of Senior,
Mezzanine and Subordinated Classes and providing for the servicing of
the Mortgage Loans by multiple servicers and a master servicer.
5.1 Opinion of Cadwalader, Wickersham & Taft with respect to certain matters
involving the Certificates.
8.1 Opinion of Cadwalader, Wickersham & Taft as to tax matters.
10.1* Form of Servicing Agreement.
20.1* Form of Supplement to Prospectus Supplement.
23.1 Consent of Cadwalader, Wickersham & Taft (included as part of Exhibits
5.1 and 8.1).
23.2 Consent of Coopers & Lybrand regarding Financial Security Assurance Inc.
24.1* Power of Attorney.
24.2* Power of Attorney.
24.3* Power of Attorney.
24.4* Power of Attorney.
24.5 Power of Attorney (included at Page II-5 of the Registration Statement).
</TABLE>
- ------------------------
* Previously filed.
ITEM 17. UNDERTAKINGS.
(a) Undertaking pursuant to Rule 415.
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the Prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the Registration Statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change of such information in the Registration Statement.
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof; and
II-2
<PAGE>
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) Undertaking in respect of indemnification.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions , or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-effective
Amendment No. 7 on Form S-3 to Form S-11 Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Frederick, State of Maryland on May 8, 1996.
THE PRUDENTIAL HOME MORTGAGE
SECURITIES COMPANY, INC.
By: /s/ JAMES B. SVINTH
-----------------------------------
Name: James B. Svinth
Title: Vice President
II-4
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James B. Svinth his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for and in his name, place and stead, in any and all capacities to sign any or
all amendments (including post-effective amendments) to this Registration
Statement and any or all other documents in connection therewith, and to file
the same, with all exhibits thereto, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
might or could be done in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
POST-EFFECTIVE AMENDMENT NO. 7 ON FORM S-3 TO FORM S-11 REGISTRATION STATEMENT
HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
/s/ RUSSELL B. MELLOTT Chief Executive Officer,
- ----------------------------------- President May 8, 1996
Russell B. Mellott and Director
*
- ----------------------------------- Treasurer May 8, 1996
Daniel Rosen
*
- ----------------------------------- Controller May 8, 1996
Jerry Halbrook
/s/ GARY D. TRABKA
- ----------------------------------- Executive Vice President, May 8, 1996
Gary D. Trabka Director
/s/ JAMES B. SVINTH
- ----------------------------------- Vice President, Director May 8, 1996
James B. Svinth
/s/ WILLIAM E. SCHMID
- ----------------------------------- Vice President, Director May 8, 1996
William E. Schmid
/s/ C. EDWARD CHAPLIN
- ----------------------------------- Director May 8, 1996
C. Edward Chaplin
By: /s/JAMES B. SVINTH
- -----------------------------------
James B. Svinth
Attorney-in-Fact
- ------------------------
* James B. Svinth, by signing his name hereto, does sign this document on behalf
of the person indicated above pursuant to a power of attorney duly executed by
such person and filed with the Securities and Exchange Commission.
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT DESCRIPTION NUMBERED PAGE
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<C> <S> <C>
1.1* Form of Underwriting Agreement.
3.1 Restated Certificate of Incorporation of The Prudential
Home Mortgage Securities Company, Inc. incorporated by
reference from Exhibit 3.1 of the Registration
Statement on Form S-11 (File No. 33-29849)............
3.2 Bylaws of The Prudential Home Mortgage Securities
Company, Inc. incorporated by reference from Exhibit
3.2 of the Registration Statement on Form S-11 (File
No. 33-29849).........................................
4.1 Form of Pooling and Servicing Agreement providing for
credit enhancement by subordination arrangement
without shifting interests of Senior and Subordinated
Classes incorporated by reference from Exhibit 4.1 of
the Registration Statement on Form S-11 (File No.
33-29849).............................................
4.2 Form of Pooling and Servicing Agreement providing for
credit enhancement by subordination arrangement
without shifting interests of Senior and Subordinated
Classes incorporated by reference from Exhibit 4.2 of
the Registration Statement on Form S-11 (File No.
33-41214).............................................
4.3 Form of Pooling and Servicing Agreement providing for
credit enhancement by subordination arrangement
including shifting interests of Senior, Mezzanine and
Subordinated Classes incorporated by reference from
Exhibit 4.3 of the Registration Statement on Form S-11
(File No. 33-52962)...................................
4.4* Form of Pooling and Servicing Agreement providing for
credit enhancement by subordination arrangement
including shifting interests of Senior, Mezzanine and
Subordinated Classes and providing for the servicing
of the Mortgage Loans by multiple servicers and a
master servicer.......................................
5.1 Opinion of Cadwalader, Wickersham & Taft with respect
to certain matters involving the Certificates.........
8.1 Opinion of Cadwalader, Wickersham & Taft as to tax
matters...............................................
10.1* Form of Servicing Agreement............................
20.1* Form of Supplement to Prospectus Supplement............
23.1 Consent of Cadwalader, Wickersham & Taft (included as
part of
Exhibits 5.1 and 8.1).................................
23.2 Consent of Coopers & Lybrand regarding Financial
Security Assurance Inc.
24.1* Power of Attorney.
24.2* Power of Attorney.
24.3* Power of Attorney.
24.4* Power of Attorney.
24.5 Power of Attorney (included at Page II-5 of the
Registration Statement).
</TABLE>
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* Previously filed.
<PAGE>
EXHIBIT 5.1
[LETTERHEAD]
May 8, 1996
The Prudential Home Mortgage
Securities Company, Inc.
5325 Spectrum Drive
Frederick, Maryland 21701
Re: Mortgage Pass-Through Certificates
- --------------------------------
Gentlemen:
We have acted as your counsel in connection with the Registration Statement
(File No. 33-72966) filed with the Securities and Exchange Commission (the
"Commission") on December 15, 1993, pursuant to the Securities Act of 1933, as
amended, and declared effective on April 5, 1994 and as amended by
Post-effective Amendment No. 1 thereto filed with the Commission on May 4, 1994
and declared effective on May 6, 1994, Post-effective Amendment No. 2 thereto
filed with the Commission on June 8, 1994 and declared effective on June 10,
1994, Post-effective Amendment No. 3 thereto filed with the Commission on July
28, 1994 and declared effective on July 28, 1994, Post-effective Amendment No. 4
thereto filed with the Commission on August 8, 1995 and declared effective on
August 9, 1995, Post-effective Amendment No. 5 thereto filed with the Commission
on November 3, 1995 and declared effective on November 16, 1995, Post-effective
Amendment No. 6 thereto filed with the Commission on January 26, 1996 and
declared effective on February 1, 1996, and Post-Effective Amendment No. 7
thereto to be filed with the Commission on the date hereof (as amended, the
"Registration Statement"). The Registration Statement covers Mortgage
Pass-Through Certificates ("Certificates") to be sold by The Prudential Home
Mortgage Securities Company, Inc. ("PHMSC") in one or more series (each, a
"Series") of Certificates. Each Series of Certificates will be issued under a
separate pooling and servicing agreement (each, a "Pooling and Servicing
Agreement") among PHMSC, a trustee to be identified in the Prospectus Supplement
for such Series of Certificates (a "Trustee"), and Securitized Asset Services
Corporation, as master servicer (the "Master Servicer"), or The Prudential Home
Mortgage Company, Inc., as sole servicer of the Mortgage Loans ("PHMC"). Forms
of Pooling and Servicing Agreements are included as Exhibits to the Registration
Statement. Capitalized terms used and not otherwise defined herein have the
respective meanings ascribed to such terms in the Registration Statement.
We have examined originals or copies certified or otherwise identified to
our satisfaction of such documents and records of PHMSC, and such public
documents and records as we have deemed necessary as a basis for the opinions
hereinafter expressed.
Based on the foregoing, we are of the opinion that:
1. When a Pooling and Servicing Agreement for a Series of Certificates has
been duly and validly authorized, executed and delivered by PHMSC, a
Trustee and the Master Servicer or PHMC, such Pooling and Servicing
Agreement will constitute a valid and legally binding agreement of PHMSC,
enforceable against PHMSC in accordance with its terms, subject to
applicable bankruptcy, reorganization, insolvency, moratorium and other
laws affecting the enforcement of rights of creditors generally and to
general principles of equity and the discretion of the court (regardless
of whether enforceability is considered in a proceeding in equity or at
law); and
2. When a Pooling and Servicing Agreement for a Series of Certificates has
been duly and validly authorized, executed and delivered by PHMSC, a
Trustee and the Master Servicer or PHMC, and the Certificates of
<PAGE>
such Series have been duly executed, authenticated, delivered and sold as
contemplated in the Registration Statement, such Certificates will be
legally and validly issued, fully paid and nonassessable, and the holders
of such Certificates will be entitled to the benefits of such Pooling and
Servicing Agreement.
We hereby consent to the filing of this letter as an Exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus forming a part of the Registration Statement.
This consent is not to be construed as an admission that we are a person whose
consent is required to be filed with the Registration Statement under the
provisions of the Act.
Very truly yours,
/s/ Cadwalader, Wickersham & Taft
<PAGE>
EXHIBIT 8.1
[LETTERHEAD]
May 8, 1996
The Prudential Home Mortgage
Securities Company, Inc.
5325 Spectrum Drive
Frederick, Maryland 21701
Re: Mortgage Pass-Through Certificates
- --------------------------------
Gentlemen:
We have acted as your counsel in connection with the Registration Statement
(File No. 33-72966) filed with the Securities and Exchange Commission (the
"Commission") on December 15, 1993 pursuant to the Securities Act of 1933, as
amended, and declared effective on April 5, 1994 and as amended by
Post-effective Amendment No. 1 thereto filed with the Commission on May 4, 1994
and declared effective on May 6, 1994, Post-effective Amendment No. 2 thereto
filed with the Commission on June 8, 1994 and declared effective on June 10,
1994, Post-effective Amendment No. 3 thereto filed with the Commission on July
28, 1994 and declared effective on July 28, 1994, Post-effective Amendment No. 4
thereto filed with the Commission on August 8, 1995 and declared effective on
August 9, 1995, Post-effective Amendment No. 5 thereto filed with the Commission
on November 3, 1995 and declared effective on November 16, 1995, Post-effective
Amendment No. 6 thereto filed with the Commission on January 26, 1996 and
declared effective on February 1, 1996, and Post-Effective Amendment No. 7
thereto to be filed with the Commission on the date hereof (as amended, the
"Registration Statement"). Capitalized terms used and not otherwise defined
herein have the respective meanings ascribed to such terms in the Registration
Statement.
In rendering the opinion set forth below, we have examined and relied upon
the following: (1) the Registration Statement, the Prospectus and the forms of
Prospectus Supplement constituting a part thereof, each substantially in the
form being filed with the Commission; (2) the forms of the Pooling and Servicing
Agreements incorporated by reference as Exhibits to the Registration Statement;
and (3) such other documents, materials, and authorities as we have deemed
necessary in order to enable us to render our opinion set forth below.
As counsel to The Prudential Home Mortgage Securities Company, Inc.
("PHMSC"), we have advised PHMSC with respect to certain federal income tax
aspects of the proposed issuance of the Certificates. Such advice has formed the
basis for the description of material federal income tax consequences for
holders of the Certificates that appears under the heading "Certain Federal
Income Tax Consequences" in the Prospectus and under the headings "Summary
Information--Federal Income Tax Status" and "Federal Income Tax Considerations"
in each form of Prospectus Supplement. Such descriptions do not purport to
discuss all possible federal income tax ramifications of the proposed insuance
of the Certificates, but, with respect to those federal income tax consequences
that are discussed, in our opinion, the description is accurate in all material
respects.
This opinion is based on facts and circumstances set forth in the Prospectus
and each form of Prospectus Supplement and in the other documents reviewed by
us. Our opinion as to the matters set forth herein could change with respect to
a particular Series of Certificates as a result of changes in facts and
circumstances, changes in the terms of the documents reviewed by us, or changes
in the law subsequent to the date hereof. As the Registration Statement
contemplates Series of Certificates with numerous different characteristics, the
particular characteristics of each Series of Certificates must be considered in
determining the applicability of this opinion to a particular Series of
Certificates. The opinion contained in each Prospectus Supplement and Prospectus
prepared pursuant to the Registration Statement is, accordingly, deemed to be
incorporated herein.
<PAGE>
We hereby consent to the filing of this letter as an Exhibit to the
Registration Statement and to the references to our firm under the heading
"Certain Federal Income Tax Consequences" in the Prospectus. This consent is not
to be construed as an admission that we are a person whose consent is required
to be filed with the Registration Statement under the provisions of the Act.
Very truly yours,
/s/ Cadwalader, Wickersham & Taft
<PAGE>
EXHIBIT 23.2
[LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in Post-Effective Amendment No. 7
on Form S-3 to Form S-11 (Registration No. 33-72966) of The Prudential Home
Mortgage Securities Company, Inc., relating to Mortgage Pass-Through
Certificates, of our report dated January 17, 1996 on our audits of the
consolidated financial statements of Financial Security Assurance Inc. and
Subsidiaries as of and for the year ended December 31, 1995 which financial
statements are being incorporated by reference in Post-Effective Amendment No.
7. We also consent to the reference to our Firm under the caption "Experts."
/s/ COOPERS & LYBRAND L.L.P.
New York, New York
May 7, 1996
