Prudential Securities Secured Financing Corp – ‘8-K’ for 5/1/99

On:  Wednesday, 6/9/99   ·   For:  5/1/99   ·   Accession #:  889812-99-1802   ·   File #:  33-84918

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         8     31K 
 2: EX-1.1      Asset Backed Notes                                    27     99K 
 3: EX-1.2      Indemnification Agreeement                            16     62K 
 4: EX-4.1      Indenture                                             88    434K 
 5: EX-4.2      Sale and Servicing Agreement                         116    417K 
 6: EX-4.3      Form of Note Insurance Policy and Endorsement          9     37K 
 7: EX-4.4      Unaffiliated Seller's Agreement                       66    226K 
 8: EX-4.5      Purchase Agreement and Assignment                     54    196K 
 9: EX-4.6      Glossary of Defined Terms                             37    141K 
10: EX-23.1     Consent of Independent Accountants                     1      8K 

8-K   —   Current Report
Document Table of Contents

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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 (Date of earliest event reported) May 1, 1999

Prudential Securities Secured Financing Corporation 
(Exact name of registrant as specified in its charter)

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                   Delaware                         333-74859               13-3526694           
          ---------------------------             ------------          -------------------      
                                                                                                 
(State or Other Jurisdiction of Incorporation)  (Commission File  (I.R.S. Employer Identification
                                                     Number)                   No.)              

  c/o Prudential Securities Secured Financing                                                    
                  Corporation                                                                    
          Attention: Mary Alice Kohs                                                             
         One New York Plaza, 12th Fl.                                             10292          
              New York, New York                                        -------------------------
   ------------------------------------------                                   (Zip Code)       
   (Address of Principal Executive Offices)                                                      

Registrant's telephone number, including area code (212)214-7435                
                                   -------------

No Change 
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(Former name or former address, if changed since last report) 

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Item 2. Acquisition or Disposition of Assets

Description of the Notes and the Mortgage Loans                                 

           Prudential Securities Secured Financing Corporation, as
Depositor (the "Depositor"), has registered issuances of securities backed by   
mortgage loans, on a delayed or continuous basis pursuant to Rule 415 under the 
Securities Act of 1933, as amended (the "Act"), by a Registration Statement on  
Form S-3 (Registration File No. 333-74859) (as amended, the "Registration       
Statement"). HomeGold Home Equity Loan Trust 1999-1 (the "Trust") was formed    
pursuant to an Amended and Restated Trust Agreement, dated as of May 1,         
1999(the "Trust Agreement") between Emergent Mortgage Holdings Corporation, as  
seller, the Depositor, as depositor and Wilmington Trust Company, as owner      
trustee. The Depositor sold the Mortgage Loans (as defined below) to the Trust, 
pursuant to a Sale and Servicing Agreement, dated as of May 1, 1999 (the "Sale  
and Servicing Agreement"), among the Depositor, HomeGold, Inc., as servicer     
(the "Servicer"), Fairbanks Capital Corp., as back-up servicer (the "Back-up    
Servicer"), the Trust and First Union National Bank, as indenture trustee (the  
"Indenture Trustee"). The Trust then pledged the Mortgage Loans (as defined     
below) to the Indenture Trustee for the benefit of the Noteholders pursuant to  
an Indenture dated as of May 1, 1999 (the "Indenture") between the Trust and    
the Indenture Trustee. Pursuant to the Registration Statement, the Trust issued 
$53,964,000 in aggregate principal amount of its HomeGold Home Equity Loan      
Asset-Backed Notes, Class A (the "Notes"), on May 27, 1999. This Current Report 
on Form 8-K is being filed to satisfy an undertaking to file copies of certain  
agreements executed in connection with the issuance of the Notes, the forms of  
which are being filed as exhibits to the Indenture attached hereto as Exhibit   
4.1.                                                                            

            The Notes were issued pursuant to the Indenture attached
hereto as Exhibit 4.1. The Notes consist of two senior classes, the Class A-1   
Notes and the Class A-2 Notes, together the "Class A Notes."                    

              The assets of the Trust consist of two segregated pools of
mortgage loans (the "Mortgage Loans"), together with the Mortgage Files         
relating thereto, and together with all collections thereon or in respect       
thereof after the Cut-off Date (including amounts due on or before the Cut-off  
Date but received after the Cut-off Date), any REO Property, together with all  
collections thereon and proceeds thereof, the Indenture Trustee's rights with   
respect to the Mortgage Loans under the                                         

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insurance policies required to be maintained pursuant to the Sale and Servicing 
Agreement and any proceeds thereof, the Depositor's rights under the            
Unaffiliated Seller's Agreement (including any security interest created        
thereby), the Collection Account, the Distribution Account, the Reserve         
Account, any REO Account, and the Expense Account and such assets that are      
deposited therein from time to time and any investments thereof and the         
Indenture Trustee's rights under the Policy, together with any and all income,  
proceeds and payments with respect thereto (all such capitalized terms as       
defined in the Sale and Servicing Agreement). On and prior to May 27, 1999 (the 
"Closing Date"), HomeGold, Inc. (the "Originator") transferred the Mortgage     
Loans and the related assets to Emergent Mortgage Holdings Corporation (the     
"Seller") pursuant to the Purchase Agreement and Assignment, dated as of May 1, 
1999 ("Purchase Agreement"), attached hereto as Exhibit 4.6, by and among the   
Originator, the Seller and HomeGold Financial, Inc. On the Closing Date, the    
Seller sold the Mortgage Loans and the related assets to the Depositor pursuant 
to the Unaffiliated Seller's Agreement, dated as of May 1, 1999, attached       
hereto as Exhibit 4.4, among the Seller, HomeGold Financial, Inc. and the       
Depositor. The Depositor then transferred the Mortgage Loans and the related    
assets to the Trust pursuant to the Sale and Servicing Agreement, attached      
hereto as Exhibit 4.2. The Trust, in turn, then pledged the Mortgage Loans and  
related assets to the Indenture Trustee, for the benefit of the Noteholders,    
pursuant to the Indenture, attached hereto as Exhibit 4.1.                      

           Interest payments on the Class A Notes are based on the
outstanding Note Principal Balance for the related Class A Notes and the        
applicable Interest Rate. The Class A-1 Interest Rate will be 6.87% per annum   
(for each accrual period ending on or prior to the date on which the Servicer   
could exercise its option to redeem the Class A-1 Notes) or 7.37% per annum(for 
each accrual period ending after such date), and the Class A-2 Interest Rate    
will be 6.82% per annum (for each accrual period ending on or prior to the date 
on which the Servicer could exercise its option to redeem the Class A-2 Notes)  
or 7.32% per annum(for each accrual period ending after such date). The Class   
A-1 Notes have an initial Class A-1 Note Principal Balance of $18,418,000, and  
the Class A-2 Notes have an initial Class A-2 Note Principal Balance of         
$35,546,000.                                                                    

        As of the Closing Date, the Mortgage Loans generally
possessed the characteristics described in the Prospectus dated March 23, 1999  
and the Prospectus Supplement dated May 19, 1999 filed pursuant to Rule 424(b)  
of the Act on May 27, 1999.                                                     

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Item 5.  Other Events                                                           

                Pursuant to Rule 424(b) under the Securities Act of 1933, as
amended, Prudential Securities Secured Financing Corporation has filed a        
Prospectus Supplement with the Securities and Exchange Commission relating to   
an offering of HomeGold Home Equity Loan Trust 1999-1, HomeGold Home Equity     
Loan Asset-Backed Notes, Series 1999-1.                                         

Item 7.  Financial Statements, Pro Forma Financial Information and              
Exhibits                                                      

(a)      Not applicable                                       

(b)      Not applicable                                       

(c)      Exhibits:                                            

           1.1 Underwriting Agreement, dated May 19, 1999, between
Prudential Securities Secured Financing Corporation and Prudential Securities   
Incorporated.                                                                   

                 1.2 Indemnification Agreement, dated as of May 19, 1999 among
Financial Security Assurance Inc., Prudential Securities Secured Financing      
Corporation, HomeGold Financial, Inc., Emergent Mortgage Holdings Corporation,  
HomeGold, Inc., HomeGold Home Equity Loan Trust 1999-1 and Prudential           
Securities Incorporated.                                                        

                 4.1 Indenture, dated as of May 1, 1999, between HomeGold Home
Equity Loan Trust 1999-1 and First Union National Bank.                         

              4.2 Sale and Servicing Agreement, dated as of May 1, 1999,
among Prudential Securities Secured Financing Corporation, as depositor,        
HomeGold, Inc., as servicer, Fairbanks Capital Corp., as back-up servicer,      
HomeGold Home Equity Loan Trust 1999-1, as trust and First Union National Bank, 
as indenture trustee.                                                           

           4.3 Form of Note Insurance Policy and Endorsement No. 1
thereto dated May 27, 1999.                                                     

                 4.4 Unaffiliated Seller's Agreement, dated as of May 1, 1999,
among Prudential Securities Secured Financing Corporation, HomeGold Financial,  
Inc. and Emergent Mortgage                                                      

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Holdings Corporation.                                                           

             4.5 Purchase Agreement and Assignment, dated as of May 1,
1999, by and among the Emergent Mortgage Holdings Corporation, Prudential       
Securities Secured Financing Corporation and HomeGold Financial, Inc.           

4.6 Glossary of Defined Terms               

              23.1 Consent of PricewaterhouseCoopers dated May 24, 1999.

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                                  EXHIBIT INDEX                                                                      

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Exhibit No.                     Description                                                       Page No.           
-----------                     -----------                                                       --------           
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1.1                             Underwriting Agreement, dated May 19, 1999                                           
                                between Prudential Securities Secured Financing                                      
                                Corporation and Prudentia Securities Incorporated.                                   
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1.2                             Indemnification Agreement, dated as of May 19,                                       
                                1999 among Financial Security Assurance Inc.,                                        
                                Prudential Securities Secured Financing                                              
                                Corporation, HomeGold Financial, Inc.,                                               
                                HomeGold, Inc., Emergent Mortgage Holdings                                           
                                Corporation, HomeGold Home Equity Loan Trust                                         
                                1999-1 and Prudential Securities Incorporated.                                       
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4.1                             Indenture, dated as of May 1, 1999, between                                          
                                HomeGold Home Equity Loan Trust 1999-1 and                                           
                                First Union National Bank.                                                           
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4.2                             Sale and Servicing Agreement, dated as of May                                        
                                1, 1999, among Prudential Securities Secured                                         
                                Financing Corporation, Fairbanks Capital Corp.,                                      
                                HomeGold, Inc., HomeGold Home Equity Loan Trust                                      
                                1999-1, and First Union National Bank.                                               
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4.3                             Form of Note Insurance Policy and Endorsement                                        
                                No. 1 thereto dated May 27, 1999.                                                    
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4.4                             Unaffiliated Seller's Agreement, dated as of                                         
                                May 1, 1999, among Prudential Securities                                             
                                Secured Financing Corporation, Emergent                                              
                                Mortgage Holdings Corporation and HomeGold                                           
                                Financial, Inc.                                                                      
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4.5                             Purchase Agreement and Assignment, dated as of                                       
                                May 1, 1999, by and among Emergent Mortgage                                          
                                Holdings Corporation, Prudential Securities Secured                                  
                                Financing Corporation and HomeGold Financial, Inc.                                   
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4.6                             Glossary of Defined Terms                                                            
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23.1                            Consent of PricewaterhouseCoopers dated                                              
                                May 24, 1999                                                                         
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SIGNATURES

               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.                                    

                           Prudential Securities Secured
                                         Financing Corporation, as
                         Depositor

                     By: /s/ Mary Alice Kohs
                                        ------------------------------------
                            Name:  Mary Alice Kohs
                           Title: Vice President

Dated: June 9, 1999                                                             

8 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		6/9/99		8					POS AM
		5/27/99		2		6			424B5,  8-K
		5/24/99		5		7
		5/19/99		3		6			S-3/A
For Period End:		5/1/99		1		7			8-K
		3/23/99		3					S-3,  S-3/A,  S-3MEF
									List all Filings