SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
/ x /ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1996
/ /TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission File Nos.: 33-72966 and 33-68032
The Prudential Home Mortgage Securities Company, Inc.
(Exact name of registrant as specified in its charter)
Delaware 43-1490160
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
7470 New Technology Way
Frederick, Maryland 21703
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code (301) 624-1700
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No__
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
NOT APPLICABLE
State the aggregate market value of the voting stock held by non-
affiliates of the registrant. The aggregate market value shall be
computed by reference to the price at which the stock was sold, or the
average bid and asked price of such stock, as of a specified date within
60 days prior to the date of filing. (See definition of affiliate in
Rule 405, 17 CFR 230.405.)
NOT APPLICABLE
Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest practicable date.
NOT APPLICABLE
PART I
Item 1. Business.
Omitted pursuant to the no action letter to the registrant from
the Office of Chief Counsel of the Division of Corporation
Finance, Securities and Exchange Commission dated June 17, 1988
(the "No Action Letter") with respect to series of mortgage
pass-through certificates (collectively, the "Mortgage Pass-
Through Certificates"), each series being issued pursuant to a
Pooling and Servicing Agreement (collectively, the "Pooling and
Servicing Agreements") between the registrant, a servicer or master
servicer, a trustee and in some instances a certificate administrator.
Item 2. Properties.
In lieu of information required by Item 102 of Regulation S-K,
the annual statements as to the compliance by the master servicer
or servicer with respect to the servicing activities under the Pooling
and Servicing Agreements or related servicing agreements during
1996 (collectively, the "Annual Statements of Compliance") are
attached or will be provided hereto as Exhibit 99.2 and are
incorporated by reference herein.
Item 3. Legal Proceedings.
In January 1997, the registrant and others were served with
a complaint in a purported class action filed on November 18,
1996 in the Superior Court of New Jersey, Essex County Law
Division, The Capital Life Insurance Co. v. The Prudential
Insurance Company of America et al., Esx-L-13045-96. The
complaint asserts claims against the registrant, The Prudential
Home Mortgage Company, Inc. ("PHMC") and certain of their
present and former affiliates for common law fraud, negligent
misrepresentation and violations of the New Jersey RICO statute
arising out of the plaintiff's purchase of Prudential Home Thirty-
Year Mortgage Trust 1992-A, Subordinated Mortgage Securities,
Series 1992-A (the "Securities") and seeks compensatory and
punitive damages and injunctive relief. The complaint alleges
that the defendants and dealers misrepresented and concealed
material facts relating to the quality and likely performance
of the Securities, including among other things the selection of
assets underlying the Securities, financial models and projections
used, default and loss experience, sufficiency of credit support,
loan-to-value ratios, quality of underwriting standards, ability to
affect the existence, timing, amount and reporting of defaults and
losses, and payment terms. The registrant, PHMC and affiliated
defendants will deny the substantive allegations of the complaint
in their answer and will vigorously defend the lawsuit. The case is
at a preliminary stage, and the registrant is not now in a position
to predict the outcome or effect of the litigation.
The registrant knows of no other material pending legal
proceedings involving the trust estates created under the Pooling
and Servicing Agreements (the "Trusts"), the trustee, any master
servicer, certificate administrator, the servicers or the registrant with
respect to the Trusts other than routine litigation incidental to the
duties of the respective parties under the Pooling and Servicing
Agreements or related servicing agreements.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters.
(a) There is no established public trading market for the
Mortgage Pass-Through Certificates.
(b) As of December 31, 1996, the total number of holders of
the publicly-offered Mortgage Pass-Through Certificates for all
classes within each series of Mortgage Pass-Through
Certificates sold during 1996 was as follows:
Series Number of Holders
1992-47, A-16 1
1992-50, A-7 3
1993-11, A-11 1
1994-21, A-9 2
1994-29, A-8 10
1996-1 14
1996-2 51
1996-3 17
1996-4 20
1996-5 49
1996-6 18
1996-7 24
1996-8 22
(c) Omitted pursuant to the No Action Letter.
Item 6. Selected Financial Data.
Omitted pursuant to the No Action Letter.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Omitted pursuant to the No Action Letter.
Item 8. Financial Statements and Supplementary Data.
In lieu of the information required by Item 8, the annual
reports prepared by independent public accountants
(collectively the "Annual Independent Accountants' Servicing
Reports") concerning master servicing or servicing activities
under the Pooling and Servicing Agreements or related servicing
agreements during 1996 and the Annual
Statements of Compliance are or will be provided as Exhibits 99.1 and
99.2, respectively, and are incorporated by reference herein.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
Not Applicable
PART III
Item 10. Directors and Executive Officers of the Registrant.
Omitted pursuant to the No Action Letter.
Item 11. Executive Compensation.
Omitted pursuant to the No Action Letter.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Omitted pursuant to the No Action Letter.
Item 13. Certain Relationships and Related Transactions.
Omitted pursuant to the No Action Letter.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Exhibits
The following exhibits are or will be provided:
99.1 Annual Independent Accountants' Servicing Reports
concerning servicing activities under the Pooling and
Servicing Agreements or related servicing agreements
for the year ended December 31, 1996 of:
(1) GMAC Mortgage Corporation of PA
(2) FBS Mortgage Corporation
(3) Countrywide Home Loans
(4) The Huntington Mortgage Co.
(5) Matrix Financial Services
(6) NationsBank Mortgage Corp.
(7) Home Side Lending
(8) Columbia Equities, LTD
(9) Great Financial Mortgage
(10) National City Mortgage Company
(11) American Home Funding, Inc.
(12) SunTrust Mortgage Corporation
(13) International Savings & Loan of Hawaii
(14) First Union Mortgage Corporation
(15) Barnett Mortgage Company
(16) Bank of Hawaii
(17) Citicorp Mortgage, Inc.
(18) The Prudential Home Mortgage Company, Inc.
(19) Norwest Mortgage Inc.
99.2 Annual Statements of Compliance concerning servicing
activitiesunder the Pooling and Servicing Agreements or
related servicing agreements for the year ended
December 31, 1996 of:
(1) GMAC Mortgage Corporation of PA
(2) FBS Mortgage Corporation
(3) Countrywide Home Loans
(4) The Huntington Mortgage Co.
(5) Matrix Financial Services
(6) NationsBank Mortgage Corp.
(7) Home Side Lending
(8) Columbia Equities, LTD
(9) Great Financial Mortgage
(10) National City Mortgage Company
(11) American Home Funding, Inc.
(12) SunTrust Mortgage Corporation
(13) International Savings & Loan of Hawaii
(14) First Union Mortgage Corporation
(15) Barnett Mortgage Company
(16) Bank of Hawaii
(17) Citicorp Mortgage, Inc.
(18) The Prudential Home Mortgage Company, Inc.
(19) Norwest Mortgage Inc.
(b) On March 11, 1996, report on Form 8-K was filed in
order to provide the Pooling and Servicing Agreement for
Mortgage Pass-Through Certificates of Series 1996-01.
On March 29, 1996, report on Form 8-K was filed in order
to provide Amendment No.3 to the Pooling and Servicing
Agreement for Mortgage Pass-Through Certificates of
Series 1994-29 Class A-8.
On April 16, 1996, reports on Form 8-K were filed in order
to provide the Pooling and Servicing Agreements for Mortgage
Pass-Through Certificates of Series 1996-02 and 1996-03.
On May 1, 1996, report on Form 8-K was filed in order
to provide Amendment No.1 to the Pooling and Servicing
Agreement for Mortgage Pass-Through Certificates of
Series 1994-21 Class A-9.
On May 3, 1996, report on Form 8-K was filed in order
to provide Amendment No.3 to the Pooling and Servicing
Agreement for Mortgage Pass-Through Certificates of
Series 1992-47 Class A-16.
On May 3, 1996, report on Form 8-K was filed in order
to provide Amendment No.1 to the Pooling and Servicing
Agreement for Mortgage Pass-Through Certificates of
Series 1992-50 Class A-7.
On May 3, 1996, report on Form 8-K was filed in order
to provide Amendment No.1 to the Pooling and Servicing
Agreement for Mortgage Pass-Through Certificates of
Series 1993-11 Class A-11.
On May 4, 1996, report on Form 8-K was filed in order
to provide the Pooling and Servicing Agreement for Mortgage
Pass-Through Certificates of Series 1996-04.
On May 4, 1996, report on Form 8-K was filed in order
to provide the Pooling and Servicing Agreement for Mortgage
Pass-Through Certificates of Series 1996-05.
On July 3, 1996, report on Form 8-K was filed in order
to provide the Pooling and Servicing Agreement for Mortgage
Pass-Through Certificates of Series 1996-06.
On July 11, 1996, reports on Form 8-K were filed in order
to provide the Pooling and Servicing Agreement for Mortgage
Pass-Through Certificates of Series 1996-07 and 1996-08.
(c) Omitted pursuant to the No Action Letter.
(d) Omitted pursuant to the No Action Letter.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized:
THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC.
By: /s/ RUSSELL B. MELLOTT
Name: Russell B. Mellott
Title: President, Chief Executive Officer and Director
Dated: March 31, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
By: /s/ RUSSELL B. MELLOTT
Name: Russell B. Mellott
Title: President, Chief Executive Officer & Director
Dated: March 31, 1997
By: /s/ GARY D. TRABKA
Name: Gary D. Trabka
Title: Director
Dated: March 31, 1997
By: /s/ WILLIAM E. SCHMID
Name: William E. Schmid
Title: Director
Dated: March 31, 1997
By: /s/ JOHN R. CRITCHFIELD
Name: John R. Critchfield
Title: Comptroller / Principal Accounting Officer
Dated: March 31, 1997
By: /s/ DANIEL H. ROSEN
Name: Daniel H. Rosen
Title: Treasurer / Principal Financial Officer
Dated: March 31, 1997
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED
SECURITIES PURSUANT TO SECTION 12 OF THE ACT
(a)(1) No annual report is provided to the Certificateholders.
Monthly statements are provided with respect to aggregate
principal and interest distributions.
(a)(2) No proxy statement, form of proxy or other proxy
soliciting material has been sent to any Certificateholder with
respect to any annual or other meeting of Certificateholders.
EXHIBIT INDEX
Exhibit No.
99.1 Annual Independent Accountants' Servicing Reports
concerning servicing activities under the Pooling and Servicing
Agreements or related servicing agreements for the year ended
December 31, 1996 to be provided as received.
99.2 Annual Statements of Compliance under the Pooling and
Servicing Agreements or related servicing agreements
for the year ended December 31, 1996 to be provided as received.
EXHIBIT 99.2
THE PRUDENTIAL HOME MORTGAGE COMPANY, INC.
OFFICER'S ANNUAL COMPLIANCE CERTIFICATE
The undersigned Vice Presidents of The Prudential Home Mortgage
Company, Inc., servicer (the "Servicer") under servicing
agreements related to the Series Mortgage Pass-Through
Certificates of the Series listed on Attachment A hereto
(the "Agreements"), hereby certify that:
(i) a review of the activities of the
Servicer for calendar year 1996 and of
its performance under the Agreements for
such period has been made under the
undersigned's supervision, and
(ii) to the best of the undersigned's
knowledge, based on such review, the
Servicer has fulfilled all its obligations
under the Agreements throughout such period.
Capitalized terms not defined herein shall have the meaning given
to them in the Agreement.
Date: March 31,1997
By: /s/CAROLYN PUMPHREY
Name: Carolyn Pumphrey
Title: Vice President
By: /s/DANIEL ROSEN
Name: Daniel Rosen
Title: Vice President
ATTACHMENT A
1996-1
1996-2
1996-3
1996-4
1996-5
1996-6
