<PAGE>
Filed Pursuant to Rule 424(b)(3)
Registration File No.: 333-50445
SUPPLEMENT Dated August 12, 1998
TO PRELIMINARY PROSPECTUS SUPPLEMENT Dated July 31, 1998
TO PROSPECTUS Dated July 31, 1998
$1,016,619,000 (Approximate)
Prudential Securities Secured Financing Corp.
Depositor
National Realty Finance L.C.
Prudential Mortgage Capital Funding, LLC
CIBC Inc.
Mortgage Loan Sellers
Commercial Mortgage Pass-Through Certificates, Series 1998-C1
The Preliminary Prospectus Supplement to which this Supplement is
attached contains information concerning the Class of Certificates offered
thereby, designated therein as the Class A-1A Certificates, that is amended and
superseded by the information contained herein. The Class A-1A Certificates
described therein will not be issued pursuant to the Pooling and Servicing
Agreement, or offered or sold as described in the Prospectus Supplement.
Instead, three Classes of Certificates, designated the Class A-1A1
Certificates, the Class A-1A2 Certificates and the Class A-1A3 Certificates
will be issued pursuant to the Pooling and Servicing Agreement, and will be
offered and sold as described in the Prospectus Supplement as supplemented by
this Supplement. The information set forth in the attached Prospectus
Supplement with respect to other Classes of Certificates and the Mortgage Loans
is not amended or superseded other than as expressly set forth herein.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
Initial Certificate Pass-Through Ratings Scheduled Final Weighted
Class Balance (1) Rate Moody's/S&P Distribution Date(2) Average Life
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Class A-1A1 $74,855,000 6.105% Aaa/AAA November 15, 2002 2.311
- ------------------------------------------------------------------------------------------------------------------------
Class A-1A2 $73,406,000 6.172% Aaa/AAA October 15, 2004 5.129
- ------------------------------------------------------------------------------------------------------------------------
Class A-1A3 $109,787,000 6.350% Aaa/AAA September 15, 2007 7.922
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Approximate, subject to an upward or downward variance of up to 5%.
(2) The "Scheduled Final Distribution Date" with respect to any Class of
Certificates is the Distribution Date on which the related certificate
balance or notional balance would be reduced to zero assuming no delays
in the collection of Balloon Payments or liquidation, no exercise of
defeasance options or prepayment (including at Anticipated Repayment
Dates), no early termination of the Trust, no defaults, no
condemnations, no modifications and no extensions.
Prudential Securities Incorporated CIBC Oppenheimer Corp.
August 12, 1998
1
<PAGE>
The Commercial Mortgage Pass-Through Certificates, Series 1998-C1 (the
"Certificates"), will consist of 21 Classes of Certificates, designated as the
Class A-1A1 Certificates, Class A-1A2 Certificates, Class A-1A3 Certificates,
Class A-1B Certificates, Class A-2MF Certificates, Class A-EC Certificates,
Class B Certificates, Class C Certificates, Class D Certificates, Class E
Certificates, Class F Certificates, Class G Certificates, Class H Certificates,
Class J Certificates, Class K Certificates, Class L Certificates, Class M
Certificates, Class N-1 Certificates, Class N-2 Certificates (collectively, the
"Regular Certificates"), the Class R-I Certificates and the Class R-II
Certificates (collectively, the "Residual Certificates"). Only the Class A-1A1,
Class A-1A2, Class A-1A3, Class A-1B, Class A-2MF, Class B, Class C, Class D
and Class E Certificates are offered by the attached Prospectus Supplement and
Prospectus. As used herein and in the attached Prospectus Supplement, the term
"Offered Certificates" includes the Class A-1A1, Class A-1A2, Class A-1A3,
Class A-1B, Class A-2MF, Class B, Class C, Class D and Class E Certificates.
Also, as used herein and in the attached Prospectus Supplement, the term
"Senior Certificates" includes the Class A-1A1, Class A-1A2, Class A-1A3, Class
A-1B, Class A-EC and Class A-2MF Certificates.
The Class A-1A1 Certificates, Class A-1A2 Certificates and Class A-1A3
Certificates will be purchased by the Underwriters from the Depositor in the
manner described with respect to the other Classes of Offered Certificates
under "Plan of Distribution" in the attached Prospectus Supplement and will be
offered by the Underwriters to the public from time to time in negotiated
transactions or otherwise at varying prices to be determined at the time of
sale. Proceeds to the Depositor from the sale of the Offered Certificates are
anticipated to be approximately $ plus, with respect to the Class A-1A1, Class
A-1A2, Class A-1A3, Class A-1B and Class A-2MF Certificates, accrued interest
thereon at the applicable Pass-Through Rates from August 1, 1998, before
deducting expenses payable by the Depositor, estimated to be approximately
$3,300,000.
The Class A-1A1 Certificates, Class A-1A2 Certificates and Class A-1A3
Certificates are offered by Prudential Securities Incorporated and CIBC
Oppenheimer Corp. (the "Underwriters"), subject to prior sale, when, as and if
delivered to and accepted by the Underwriters and subject to their right to
reject orders in whole or in part.
It is expected that delivery of the Class A-1A1 Certificates, Class
A-1A2 Certificates and Class A-1A3 Certificates will be made in book-entry form
through the Same Day Funds Settlement System of The Depository Trust Company
("DTC"), on or about August 21, 1998 (the "Delivery Date"), against payment
therefor in immediately available funds.
The "Risk Factors" commencing on page S-25 of the attached Prospectus
Supplement and on page 12 of the Prospectus will also be applicable to
investments in the Class A-1A1 Certificates, Class A-1A2 Certificates and Class
A-1A3 Certificates.
The information set forth in the attached Prospectus Supplement with
respect to the Class A-1A Certificates under the captions "Executive
Summary--Federal Tax Status," "--ERISA," "--SMMEA" and "--DTC Eligibility,"
"Summary of Terms--Denominations," "--Certain Federal Income Tax Consequences,"
"--ERISA Considerations" and "--Legal Investment," "Risk Factors--Prepayment
and Yield Considerations" and "--Limited Liquidity," "Description of the
Certificates," "Yield and Maturity Considerations," "The Pooling and Servicing
Agreement--Reports to Certificateholders" and "--Voting Rights," "Material
Federal Income Tax Consequences," "ERISA Considerations," "Legal Investment,"
"Plan of Distribution" and "Ratings" applies to the Class A-1A1, Class A-1A2
and Class A-1A3 Certificates and should be read as if at each place reference
is made to the Class A-1A1, Class A-
2
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1A2 and Class A-1A3 Certificates, instead of to the Class A-1A Certificates, in
each case with the additional amending and superseding changes set forth below.
Because the Class A-1A1, Class A-1A2 and Class A-1A3 Certificates are
Senior Certificates, they will be entitled to receive allocations of interest
on a pro rata basis with the other Senior Certificates as described in the
attached Prospectus Supplement with respect to the Class A-1A Certificates.
Also, they will have the benefit of the sequential pay and subordination
features described throughout the attached Prospectus Supplement (e.g. under
the captions "Description of the Certificates--Distributions" and
"--Subordination") on the basis of their being the Classes with the first three
sequential Class designations for such purposes. Therefore, clauses (i) through
(vii) of description of the Available Funds Allocation set forth commencing on
page S-71 of the attached Prospectus Supplement is amended and superseded by
the following clauses:
"(i) concurrently, (a) from Available Funds for Loan Group 1,
to the Class A-1A1 Certificates, Class A-1A2 Certificates, Class A-1A3
Certificates and Class A-1B Certificates, pro rata in accordance with
the Class Interest Distribution Amount of each, up to an amount equal
to the Class Interest Distribution Amount of each such Class for such
Distribution Date plus, for each such Class, an amount equal to the
aggregate unpaid Class Interest Shortfalls previously allocated to
such Class on any previous Distribution Dates and not paid, (b) from
Available Funds for Loan Group 2, to the Class A-2MF Certificates, up
to an amount equal to the Class Interest Distribution Amount for such
Class for such Distribution Date, plus an amount equal to the
aggregate unpaid Class Interest Shortfalls previously allocated to
such Class on any previous Distribution Dates and not paid, and (c)
from Available Funds for both Loan Groups, to the Class A-EC
Certificates, up to an amount equal to the Class Interest Distribution
Amount for such Class for such Distribution Date, plus an amount equal
to the aggregate unpaid Class Interest Shortfalls previously allocated
to such Class on any previous Distribution Dates and not paid;
provided that if, with respect to any Distribution Date, such
Available Funds are insufficient to make any such distribution, then
Available Funds for both Loan Groups will be allocated among such
Classes pro rata, in proportion to their respective Class Interest
Distribution Amounts without regard to Loan Groups;
(ii) to the Class A-2MF Certificates, in reduction of the
Certificate Balance thereof until the Certificate Balance thereof is
reduced to zero, up to an amount equal to the A-2MF Principal
Distribution Amount for such Distribution Date;
(iii) to the Class A-1A1, Class A-1A2, Class A-1A3, Class
A-1B and Class A-2MF Certificates, in reduction of the Certificate
Balances thereof, the remaining Pooled Principal Distribution Amount
for such Distribution Date first to the Class A-1A1 Certificates until
the Certificate Balance of the Class A-1A1 Certificates has been
reduced to zero, second to the Class A-1A2 Certificates until the
Certificate Balance of the Class A-1A2 Certificates has been reduced
to zero, third to the Class A-1A3 Certificates until the Certificate
Balance of the Class A-1A3 Certificates has been reduced to zero,
fourth to the Class A-1B Certificates until the Certificate Balance of
the Class A-1B Certificates has been reduced to zero and, thereafter,
to the Class A-2MF Certificates until the Certificate Balance of the
Class A-2MF Certificates has been reduced to zero;
(iv) to the Class A-1A1 Certificates, Class A-1A2
Certificates, Class A-1A3 Certificates, Class A-1B Certificates and
Class A-2MF Certificates, pro rata, based upon
3
<PAGE>
the unreimbursed amounts of Realized Losses, of each such Class, if
any, the remaining Available Funds up to an amount equal to the
aggregate of such unreimbursed Realized Losses;
(v) to the Class B Certificates, up to an amount equal to the
Class Interest Distribution Amount of such Class for such Distribution
Date;
(vi) to the Class B Certificates, up to an amount equal to
the aggregate unpaid Class Interest Shortfalls previously allocated to
such Class on any previous Distribution Dates and not paid;
(vii) after the Certificate Balances of the Class A-1A1,
Class A-1A2, Class A-1A3, Class A-1B and Class A-2MF Certificates each
have been reduced to zero, to the Class B Certificates, in reduction
of the Certificate Balance thereof, the Pooled Principal Distribution
Amount for such Distribution Date less the portion thereof distributed
on such Distribution Date pursuant to any preceding clause, until the
Certificate Balance thereof is reduced to zero;"
The following tables present certain additional information concerning
the Class A-1A1, Class A-1A2 and Class A-1A3 Certificates that should be read
as amending and superseding the comparable tabular information provided with
respect to the Class A-1A Certificates in the attached Prospectus Supplement.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Class Approximate Approximate Expected Weighted
Percentage Of Initial Percentage Of Amortization Average Life
Pool Balance Subordinated Period
Securities (Month/Year)(1)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A-1A1 6.52% 28.75% 9/1998 - 11/2002 2.311
- --------------------------------------------------------------------------------------------------------------
Class A-1A2 6.39% 28.75% 11/2002 - 10/2004 5.129
- --------------------------------------------------------------------------------------------------------------
Class A-1A3 9.56% 28.75% 10/2004 - 9/2007 7.922
- --------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Assumes a prepayment scenario of 0% CPR, with each ARD Loan prepaying in
full on the related Anticipated Repayment Date, and no defaults. See
"Yield and Maturity Considerations--Weighted Average Life" in the
attached Prospectus Supplement.
4
<PAGE>
Percentage of Initial Certificate Balance
(or Notional Balance)
Outstanding for Each Designated Scenario
<TABLE>
<CAPTION>
CLASS A-1A1 CLASS A-1A2
Prepayment Speed (1) Prepayment Speed (1)
------------------------------------------------ -----------------------------------------------------
Distribution Date 0.00% 3.00% 5.00% 7.00% 10.00% 15.00% 0.00% 3.00% 5.00% 7.00% 10.00% 15.00%
- ----------------- ----- ----- ----- ----- ------ ------ ----- ----- ----- ----- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Initial Balance 100 100 100 100 100 100 100 100 100 100 100 100
August 15, 1999 80 80 80 80 80 80 100 100 100 100 100 100
August 15, 2000 58 58 58 58 57 57 100 100 100 100 100 100
August 15, 2001 34 34 33 33 32 31 100 100 100 100 100 100
August 15, 2002 9 7 7 6 5 3 100 100 100 100 100 100
August 15, 2003 0 0 0 0 0 0 51 49 48 47 46 43
August 15, 2004 0 0 0 0 0 0 21 18 16 15 12 9
August 15, 2005 0 0 0 0 0 0 0 0 0 0 0 0
August 15, 2006 0 0 0 0 0 0 0 0 0 0 0 0
August 15, 2007 0 0 0 0 0 0 0 0 0 0 0 0
August 15, 2008 0 0 0 0 0 0 0 0 0 0 0 0
August 15, 2009 0 0 0 0 0 0 0 0 0 0 0 0
August 15, 2010 0 0 0 0 0 0 0 0 0 0 0 0
August 15, 2011 0 0 0 0 0 0 0 0 0 0 0 0
August 15, 2012 0 0 0 0 0 0 0 0 0 0 0 0
August 15, 2013 0 0 0 0 0 0 0 0 0 0 0 0
August 15, 2014 0 0 0 0 0 0 0 0 0 0 0 0
August 15, 2015 0 0 0 0 0 0 0 0 0 0 0 0
August 15, 2016 0 0 0 0 0 0 0 0 0 0 0 0
August 15, 2017 0 0 0 0 0 0 0 0 0 0 0 0
August 15, 2018 0 0 0 0 0 0 0 0 0 0 0 0
August 15, 2019 0 0 0 0 0 0 0 0 0 0 0 0
August 15, 2020 0 0 0 0 0 0 0 0 0 0 0 0
August 15, 2021 0 0 0 0 0 0 0 0 0 0 0 0
August 15, 2022 0 0 0 0 0 0 0 0 0 0 0 0
August 15, 2023 0 0 0 0 0 0 0 0 0 0 0 0
August 15, 2024 0 0 0 0 0 0 0 0 0 0 0 0
August 15, 2025 0 0 0 0 0 0 0 0 0 0 0 0
August 15, 2026 0 0 0 0 0 0 0 0 0 0 0 0
August 15, 2027 0 0 0 0 0 0 0 0 0 0 0 0
August 15, 2028 0 0 0 0 0 0 0 0 0 0 0 0
August 15, 2029 0 0 0 0 0 0 0 0 0 0 0 0
Weighted Average
Life (2) 2.31 2.29 2.28 2.27 2.26 2.23 5.13 5.09 5.07 5.05 5.02 4.97
</TABLE>
(1) Prepayments on mortgage loans are commonly measured relative to a
prepayment standard or model. A common model (the "Constant Prepayment
Rate" or "CPR") represents an assumed constant rate of prepayment
relative to the then outstanding principal balance of a pool of new
mortgage loans for the life of such mortgage loans.
(2) The weighted average life of each Class is determined by (i) multiplying
the amount of each distribution in reduction of the Certificate Balance
or Notional Balance of such Class by the number of years from the date
of purchase to the related Distribution Date, (ii) adding the results
and (iii) dividing the sum by the aggregate distributions in reduction
of Certificate Balance or Notional Balance referred to in clause (i).
5
<PAGE>
Percentage of Initial Certificate Balance
(or Notional Balance)
Outstanding for Each Designated Scenario
<TABLE>
<CAPTION>
CLASS A-1A3
Prepayment Speed (1)
-----------------------------------------------------
Distribution Date 0.00% 3.00% 5.00% 7.00% 10.00% 15.00%
- ----------------- ----- ----- ----- ----- ------ ------
<S> <C> <C> <C> <C> <C> <C>
Initial Balance 100 100 100 100 100 100
August 15, 1999 100 100 100 100 100 100
August 15, 2000 100 100 100 100 100 100
August 15, 2001 100 100 100 100 100 100
August 15, 2002 100 100 100 100 100 100
August 15, 2003 100 100 100 100 100 100
August 15, 2004 100 100 100 100 100 100
August 15, 2005 75 73 72 71 69 67
August 15, 2006 52 48 45 43 40 34
August 15, 2007 6 0 0 0 0 0
August 15, 2008 0 0 0 0 0 0
August 15, 2009 0 0 0 0 0 0
August 15, 2010 0 0 0 0 0 0
August 15, 2011 0 0 0 0 0 0
August 15, 2012 0 0 0 0 0 0
August 15, 2013 0 0 0 0 0 0
August 15, 2014 0 0 0 0 0 0
August 15, 2015 0 0 0 0 0 0
August 15, 2016 0 0 0 0 0 0
August 15, 2017 0 0 0 0 0 0
August 15, 2018 0 0 0 0 0 0
August 15, 2019 0 0 0 0 0 0
August 15, 2020 0 0 0 0 0 0
August 15, 2021 0 0 0 0 0 0
August 15, 2022 0 0 0 0 0 0
August 15, 2023 0 0 0 0 0 0
August 15, 2024 0 0 0 0 0 0
August 15, 2025 0 0 0 0 0 0
August 15, 2026 0 0 0 0 0 0
August 15, 2027 0 0 0 0 0 0
August 15, 2028 0 0 0 0 0 0
August 15, 2029 0 0 0 0 0 0
Weighted Average Life (2) 7.92 7.82 7.75 7.70 7.62 7.51
</TABLE>
(1) Prepayments on mortgage loans are commonly measured relative to a
prepayment standard or model. A common model (the "Constant Prepayment
Rate" or "CPR") represents an assumed constant rate of prepayment
relative to the then outstanding principal balance of a pool of new
mortgage loans for the life of such mortgage loans.
(2) The weighted average life of each Class is determined by (i) multiplying
the amount of each distribution in reduction of the Certificate Balance
or Notional Balance of such Class by the number of years from the date
of purchase to the related Distribution Date, (ii) adding the results
and (iii) dividing the sum by the aggregate distributions in reduction
of Certificate Balance or Notional Balance referred to in clause (i).
6
