PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY INC
424B5, 1996-02-02
MORTGAGE BANKERS & LOAN CORRESPONDENTS
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<PAGE>
FURTHER SUPPLEMENT
(TO SUPPLEMENT DATED NOVEMBER 3, 1995 TO PROSPECTUS DATED JUNE 22, 1994 AND
PROSPECTUS SUPPLEMENT DATED JULY 22, 1994)

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

                                     SELLER
               MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1994-25
             INTEREST PAYABLE MONTHLY, COMMENCING IN DECEMBER 1995

                     VARIABLE RATE1 CLASS A-9 CERTIFICATES
                       1ON THE CLASS A-9 NOTIONAL AMOUNT
                               ------------------

    Prospective investors should be aware of the following:

    (A)As  of  January 30,  1996,  as a  result  of recent  flooding  (the "1996
       Floods"), all counties in the Commonwealth of Pennsylvania, all  counties
in the State of Maryland, 21 counties in the State of West Virginia, 11 counties
in  the State of New York, 6 counties in the State of Ohio and 5 counties in the
Commonwealth of  Virginia  (the "1996  Flood  Counties") were  declared  federal
disaster areas eligible for federal disaster assistance. As of October 17, 1995,
49  Mortgage Loans having an aggregate Unpaid Principal Balance of approximately
$10,306,772 were secured by  Mortgaged Properties that are  located in the  1996
Flood  Counties.  In  addition, other  counties  may  have been  and  may become
affected by the 1996 Floods. Neither the Seller nor the Servicer has  undertaken
the  physical inspection of any Mortgaged Properties.  As a result, there can be
no assurance that  material damage  to any  Mortgaged Property  in the  affected
region has not occurred.

    (B)The  last paragraph under  "Risk Factors and  Special Considerations" set
       forth on  page S1-3  of the  Supplement  dated November  3, 1995  to  the
Prospectus dated June 22, 1994 and the Prospectus Supplement dated July 22, 1994
is hereby replaced in its entirety with the following:

    The  Seller and the  Servicer are each  either a direct  or indirect, wholly
owned subsidiary  of Residential  Services Corporation  of America,  which is  a
direct,  wholly owned subsidiary of The Prudential Insurance Company of America,
a mutual insurance company organized under the  laws of the State of New  Jersey
("Prudential  Insurance"). On  January 29, 1996,  Prudential Insurance announced
that it had entered into a definitive agreement (the "Sale Agreement") to sell a
substantial portion of its residential mortgage operations to Norwest  Mortgage,
Inc.,  a California corporation ("Norwest Mortgage"), and Norwest Bank Minnesota
National Association,  a  national  banking  association  ("Norwest  Bank"  and,
collectively  with Norwest Mortgage, "Norwest"). In connection therewith, on the
closing date specified pursuant to the  Sale Agreement (the "Sale Date"),  which
is  currently expected to be  on or about April  30, 1996, Norwest Mortgage will
acquire from the Servicer substantially all of its assets and businesses,  other
than  certain mortgage loans and the  Servicer's right to service mortgage loans
underlying series of mortgage  pass-through certificates representing  interests
in trusts formed by the Seller or by Securitized Asset Sales, Inc., an affiliate
of  the Seller and  the Servicer ("SASI"),  including the Mortgage  Loans in the
Trust Estate, and certain  other mortgage servicing  rights (all such  servicing
rights  collectively, the "Retained Servicing"). It  is the present intention of
the Servicer  to  sell the  Retained  Servicing, from  time  to time  as  market
conditions warrant, in one or more transactions to one or more purchasers, which
may  include  Norwest  Mortgage,  and  to  effectively  exit  the  mortgage loan
origination and servicing business as of the Sale Date.

    In order to assure the performance of the Servicer's obligations as servicer
under the Pooling  and Servicing Agreement  as well as  under other pooling  and
servicing  agreements pursuant to which various  series of the Seller's mortgage
pass-through certificates were issued and other agreements pursuant to which the
Servicer performs Retained Servicing with  respect to mortgage loans  underlying
series  of mortgage  pass-through certificates representing  interests in trusts
formed by the  Seller or  SASI (each, a  "Servicing Agreement")  and under  each
other  agreement pursuant to which the Servicer performs Retained Servicing with
respect to  mortgage  loans  not  underlying  series  of  mortgage  pass-through
certificates  representing  interests in  trusts formed  by  the Seller  or SASI
(each, an "Other Servicing Agreement"),  the Servicer, Prudential Insurance  and
Norwest intend to enter into the following arrangements:

    1.   SUBSERVICING AGREEMENT.  The Servicer, Prudential Insurance and Norwest
Mortgage  will   enter  into   a  subservicing   agreement  (the   "Subservicing
Agreement"),  pursuant to which the Servicer  will delegate to Norwest Mortgage,
and Norwest Mortgage  will agree to  perform, all of  the Servicer's duties  and
obligations  as mortgage loan servicer under the Pooling and Servicing Agreement
and each  Servicing Agreement  and  Other Servicing  Agreement, other  than  the
Servicer's  duties with  respect to the  administration and  disposition of real
estate  acquired  upon  foreclosure,  which   latter  duties  will  remain   the
responsibility  of the Servicer with the particular functions to be delegated by
the Servicer to Prudential Asset Recovery, Inc., an affiliate of the Seller, the
Servicer, SASI and Prudential Insurance, or other third party contractors.  With
respect  to the Series  1994-25 Certificates, such  duties include collection of
mortgage payments,  maintenance  of tax  and  insurance escrows,  advancing  for
borrower  delinquencies and unpaid taxes, to  the extent required by the Pooling
and Servicing  Agreement, and  foreclosure or  other realization  activities  in
connection with defaulted Mortgage Loans.

                                                   (CONTINUED ON FOLLOWING PAGE)

                                     [LOGO]

January 31, 1996
<PAGE>
(CONTINUED FROM PREVIOUS PAGE)

    Under the Subservicing Agreement, Norwest Mortgage will be obligated to make
any principal and interest or other advances required to be made by the Servicer
under  the  Pooling and  Servicing  Agreement as  well  as under  each Servicing
Agreement or Other Servicing Agreement, provided that the aggregate unreimbursed
amount of such advances at any time  does not exceed $100 million. The  Servicer
will  be obligated  to reimburse  Norwest Mortgage  for the  amount of  any such
advances, plus interest, from its own funds. The Servicer will remain  obligated
under the Pooling and Servicing Agreement and each Servicing Agreement and Other
Servicing  Agreement for  all required  advances which  are not  made by Norwest
Mortgage for any reason. In order to provide for its obligation to make advances
after the  Sale  Date,  the Servicer  will  enter  into a  Loan  Agreement  with
Prudential  Funding Corporation, an affiliate of  the Seller, the Servicer, SASI
and Prudential Insurance ("Funding"), pursuant to which Funding will provide the
Servicer with a  committed borrowing  line (the  "Loan Facility")  in an  amount
required   by  each  rating  agency  which  has  assigned  ratings  to  mortgage
pass-through certificates representing interests in trusts formed by the  Seller
or  SASI, for the sole  purpose of supporting advances  required of the Servicer
under the Pooling and Servicing Agreement and Servicing Agreements. Although the
Servicer expects that the combination  of Norwest Mortgage's advance  obligation
under  the  Subservicing Agreement  and the  Loan Facility  will be  adequate to
provide for the  continuation of all  such advances, there  can be no  assurance
that  such  mechanisms will  be  sufficient, or  that  after the  Sale  Date the
Servicer will have sufficient other assets, to ensure that all required advances
will be made.

    The Servicer will pay Norwest Mortgage a portion of the Servicer's servicing
compensation under the  Pooling and  Servicing Agreement for  its activities  as
subservicer.  The Subservicing Agreement will have an initial term of five years
from the Sale Date and may be  extended for consecutive three year terms by  the
Servicer,  at its option, provided that the Servicer and Norwest Mortgage agree,
in the exercise of  good faith, on the  subservicing compensation for each  such
renewal  term. The  Subservicing Agreement will  be terminable  by the Servicer,
from time to time, with respect to  any Mortgage Loans as to which the  Servicer
arranges to sell the Retained Servicing.

    2.   CERTIFICATE  ADMINISTRATION AGREEMENT.   The Servicer  and Norwest Bank
will enter  into  an  agreement (the  "Certificate  Administration  Agreement"),
pursuant  to which the Servicer will delegate  to Norwest Bank, and Norwest Bank
will agree  to  perform, all  of  the  Servicer's obligations  with  respect  to
administrative   and  reporting  functions  under   the  Pooling  and  Servicing
Agreement. Such  duties include  calculation of  distributions, preparation  and
filing  of tax returns, preparation of  reports to investors and preparation and
filing of  periodic  reports under  the  Securities  Exchange Act  of  1934,  as
amended.

    The Subservicing Agreement and the Certificate Administration Agreement will
collectively  provide for the delegation of  substantially all of the Servicer's
duties and  obligations under  the Pooling  and Servicing  Agreement. While  the
Pooling  and Servicing Agreement  provides that the  Servicer will remain liable
for  its  obligations  thereunder  until  the  related  Retained  Servicing   is
transferred  in the manner permitted  thereby, from and after  the Sale Date the
Servicer is not  expected to  have any  servicing capability  or employees  with
which to perform such obligations.

    Under  the Pooling  and Servicing  Agreement, the  Seller is  required, with
respect to any Mortgage Loan found to have defective documentation or in respect
of which  the  Seller has  breached  a  representation or  warranty,  either  to
repurchase  such Mortgage  Loan or to  substitute a new  mortgage loan therefor.
Each such Mortgage Loan was, in turn,  acquired by the Seller from the  Servicer
pursuant  to an agreement under which the  Servicer is required to repurchase or
substitute for any such Mortgage Loan  so repurchased or substituted for by  the
Seller.  Although after  the Sale  Date the  Servicer will  continue to  own the
Retained Servicing,  the Servicer  intends  to sell  the Retained  Servicing  as
expeditiously  as  market  conditions  permit.  Accordingly,  there  can  be  no
assurance that  at any  time after  the Sale  Date the  Servicer will  have  any
material  assets with which to  satisfy such obligations to  the Seller. In such
event, the Seller  would be  unable to  fulfill its  repurchase or  substitution
obligations  under the Pooling and Servicing  Agreement. However with respect to
any Mortgage Loan subserviced pursuant to the Subservicing Agreement, Prudential
Insurance will  agree in  the Subservicing  Agreement to  provide the  funds  to
repurchase such Mortgage Loan.

    According to information supplied by Norwest Mortgage, at December 31, 1995,
Norwest  Mortgage  was  the  nation's  largest  mortgage  originator  and  had a
servicing portfolio  of  more  than  $107 billion.  In  1995,  Norwest  Mortgage
originated  over $33 billion of residential mortgage loans. Headquartered in Des
Moines, Iowa, Norwest Mortgage has more than 700 loan production offices in  all
50 states.


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