PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY INC
8-K, 1997-05-16
MORTGAGE BANKERS & LOAN CORRESPONDENTS
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                       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:  May 15, 1997
(Date of earliest event reported)

Commission File No. 33-72966




              The Prudential Home Mortgage Securities Company, Inc.
              -----------------------------------------------------



        Delaware                                         43-1490160
- ------------------------                    ------------------------------------
(State of Incorporation)                    (I.R.S. Employer Identification No.)




7470 New Technology Way, Frederick, Maryland                            21703
- --------------------------------------------                          ----------
   Address of principal executive offices                             (Zip Code)




                                 (301) 624-1700
               --------------------------------------------------
               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 May 8, 1997, The Prudential Home Mortgage  Company,  Inc.  ("PHMC")
entered into a definitive  agreement to sell to Citicorp Mortgage,  Inc. ("CMI")
PHMC's  rights,  duties and  obligations  to  service  the  mortgage  loans (the
"Mortgage  Loans")   underlying  certain  mortgage   pass-through   certificates
representing  interests  in  trusts  formed  by  The  Prudential  Home  Mortgage
Securities  Company,  Inc. (the  "Registrant")  and by Securitized  Asset Sales,
Inc.,  an  affiliate  of the  Registrant  (such  servicing  rights,  duties  and
obligations  with respect to the Mortgage Loans  underlying a series of mortgage
pass-through  certificates,  the  "Servicing").  CMI has, in turn,  entered into
definitive  agreements to sell the Servicing  with respect to the Mortgage Loans
underlying specified series of mortgage pass-through certificates to Bank United
or Glendale Federal Bank ("Glendale")  contemporaneously  with CMI's purchase of
the related Servicing from PHMC. PHMC has been advised that both Bank United and
Glendale are federal  savings  banks.  The sale is scheduled to occur on May 30,
1997 (the "Servicing Sale Date"), subject to satisfaction of certain conditions.

          Sale of the Servicing with respect to the Mortgage Loans  underlying a
series of  mortgage  pass-through  certificates  is  subject  to the  conditions
established in the related pooling and servicing agreement. The Servicing may be
sold,  and PHMC  released  from its  obligations  under the related  pooling and
servicing agreement, if (i) the purchaser is qualified to service mortgage loans
for the Federal National Mortgage  Association or the Federal Home Loan Mortgage
Corporation,  is  satisfactory  to the  applicable  trustee  in  the  reasonable
exercise of its judgment and executes and delivers to such trustee an agreement,
in form and  substance  reasonably  satisfactory  to the  trustee,  assuming the
rights  and  obligations  of the  servicer  under  such  pooling  and  servicing
agreement, and (ii) each rating of the mortgage pass-through certificates by the
applicable  rating agency in effect  immediately prior to such sale would not be
qualified,  downgraded  or withdrawn and the related  pass-through  certificates
would  not be  placed on  credit  review  status as a result of the sale.  It is
expected  that CMI and, as  applicable,  Bank United and Glendale  will meet the
requirements of the related pooling and servicing agreements, deliver acceptable
agreements  assuming the duties  thereunder  to the trustee and be acceptable to
the trustee and that the rating agencies will provide the required  confirmation
as to the status of the ratings of the certificates.

          On May 7, 1996 PHMC's  mortgage  origination,  servicing and secondary
marketing   operations  were  acquired  by  Norwest  Mortgage,   Inc.  ("Norwest
Mortgage") and certain affiliates. Since that date, the Mortgage Loans have been
subserviced for PHMC by Norwest  Mortgage  pursuant to a Subservicing  Agreement
entered into among Norwest Mortgage,  PHMC and The Prudential  Insurance Company
of America ("Prudential") (the "Subservicing Agreement") and certain duties with
respect  to the  administration  and  disposition  of real  estate  acquired  in
foreclosure  have been  performed for PHMC by Prudential  Residential  Services,
Limited  Partnership,  an  affiliate of PHMC and the  Registrant,  pursuant to a
Servicing and Subservicing  Asset Recovery  Agreement (the "PAR Agreement").  On
the Servicing Sale Date, CMI will assume PHMC's and Prudential's rights,  duties
and  obligations  under the  Subservicing  Agreement and the PAR Agreement.  The
Mortgage Loans are expected to be subserviced  by Norwest  Mortgage  pursuant to
the Subservicing  Agreement for at least several months after the Servicing Sale
Date.

          There  can be no  assurance  that  the sale of the  Servicing  will be
completed  or, if  completed,  the date on which  the sale will  occur or, if it
occurs,  the date on which CMI or, as  applicable,  Bank United or Glendale will
begin  performing  the direct  servicing  functions with respect to the Mortgage
Loans underlying any series of mortgage pass-through  certificates nor can there
be any assurance  that the new servicer  will service such  Mortgage  Loans in a
manner  identical  to that  of  PHMC  prior  to May 7,  1996 or that of  Norwest
Mortgage from May 7, 1996 to the date of the transfer of the Servicing.  The new
servicer will be required to service the applicable Mortgage Loans in accordance
with the pooling and  servicing  agreement  applicable to the series of mortgage
pass-through certificates representing interests in such Mortgage Loans.


<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.

May 15, 1997                                            /s/ John Critchfield
                                                        --------------------
                                                        John Critchfield
                                                        Vice President




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