-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BTW7qTV5MkG/XybdkPjLhjhAY6Rai+YBfMin/eNHNPWfry4DgeMo3DbpdJ8ZyTTT dA0PGpPbHgAilsJPCNykXg== 0001087478-00-000002.txt : 20000331 0001087478-00-000002.hdr.sgml : 20000331 ACCESSION NUMBER: 0001087478-00-000002 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PNC MORTGAGE SEC CORP MORT PASS THR CERT SER 1999-7 CENTRAL INDEX KEY: 0001087478 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 364299746 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 333-72879-02 FILM NUMBER: 584759 BUSINESS ADDRESS: STREET 1: 75 N FAIRWAY DR CITY: VERNON HILLS STATE: IL ZIP: 60061 BUSINESS PHONE: 8475496500 MAIL ADDRESS: STREET 1: 75 N FAIRWAY DR CITY: VERNON HILLS STATE: IL ZIP: 60061 10-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1999 Commission File Number 333-72879 PNC Mortgage Securities Corp. (Exact name of the registrant as specified in charter) Delaware 94-2528990 (State or other (IRS Employer jurisdiction of Identification Incorporation) Number) 75 North Fairway Drive Vernon Hills, Illinois 60061 (Address of principal executive offices) Registrant's telephone number, including area code: (847) 549-6500 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 Section 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 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: None. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: Not applicable. DOCUMENTS INCORPORATED BY REFERENCE The registrant's Reports on Form 8-K concerning the registrant's Mortgage Pass-Through Certificates Series 1999-7 ("Certificates") issued pursuant to the Pooling and Servicing Agreement dated as of May 1, 1999 (the "Pooling Agreement") are incorporated by reference as set forth in Part III, Item 14. Part I Item 1. Business. Not applicable. Item 2. Properties. Not applicable. Item 3. Legal Proceedings. There are no material pending legal proceedings involving the mortgage loans related to the Certificates, the trustee under the Pooling Agreement or the registrant with respect to the mortgage loans, other than ordinary routine litigation incidental to the trustee's or the registrant's duties under the Pooling Agreement. Item 4. Submission of Matters to a Vote of Security Holders. No vote or consent of holders of Certificates has been solicited for any purpose during 1999. Part II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters. Not applicable. Item 6. Selected Financial Data. Not applicable. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation. Not applicable. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Not applicable. Item 8. Financial Statements and Supplementary Data. Not applicable. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. No material disagreement concerning accounting procedures or change of accountants has occurred. Part III Item 10. Directors and Executive Officers of the Registrant. Not applicable. Item 11. Executive Compensation. Not applicable. Item 12. Security Ownership of Certain Beneficial Owners and Management. Not applicable. Item 13. Certain Relationships and Related Transactions. Not applicable. Part IV Item 14. Exhibits, Financial Statement, Schedules, and Reports on Form 8-K. The Pooling Agreement requires an officer's certificate to be delivered to the trustee under the Pooling Agreement on or before April 30, 2000 and each April 30 thereafter stating as to the signer thereof, that (i) a review of the activities of the master servicer under the Pooling Agreement during the calendar year ended December 31, 1999 and each December 31 thereafter and performance under the Pooling Agreement had been made under such officer's supervision, and (ii) to the best of such officer's knowledge, based on such review, the master servicer had fulfilled all its obligations under the Pooling Agreement throughout such year, or if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. Such officer's certificate dated as of March 30, 2000 is attached hereto as Exhibit 99.1. The Pooling Agreement requires a statement from a firm of independent public accountants to be furnished to the trustee under the Pooling Agreement on or before April 30, 2000 and each April 30 thereafter to the effect that, in connection with the firm's examination of the financial statements as of December 31, 1999 and each December 31 thereafter of the parent corporation of the master servicer under the Pooling Agreement (which included a limited examination of the master servicer's financial statements) nothing came to their attention that indicated that the master servicer was not in compliance with certain sections of the Pooling Agreement, except for (i) such exceptions as such firm believes to be immaterial, and (ii) such other exceptions as are set forth in such statement. Such statement is incorporated by reference to the registrant's Report on Form 8-K filed on March 29, 2000. The registrant filed Reports on Form 8-K that described distributions made to Certificateholders on the Distribution Date occurring in the month preceding the month in which such Report on Form 8-K was filed and also provided certain information regarding delinquent Mortgage Loans and credit enhancements as of such Distribution Date. Such Reports on Form 8-K are incorporated by reference as follows: PNC Mortgage Securities Corp., Mortgage Pass-Through Certificates, Series: 1999-7, Monthly Distribution Report for month indicated, 1999. Date Filed June July 9, 1999 July August 10, 1999 August September 10, 1999 September October 12, 1999 October November 9, 1999 November December 6, 1999 December January 10, 2000 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. PNC MORTGAGE SECURITIES CORP. (Registrant) By: /s/ Richard Careaga --------------------------- Richard Careaga Second Vice President Date March 30, 2000 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/ Michael L. Parker - ------------------------------------ Michael L. Parker President and Director Date March 30, 2000 By /s/ Douglas H. Burr - ------------------------------------ Douglas H. Burr Senior Vice President, Chief Financial Officer and Director Date March 30, 2000 By /s/ Alexander T. Topping, Jr. - ------------------------------------ Alexander T. Topping, Jr. Senior Vice President and Director Date March 30, 2000 By /s/ Peter Maroutsos - ------------------------------------ Peter Maroutsos Vice President and Controller Date March 30, 2000 By /s/ Saiyid T. Naqvi - ------------------------------------ Saiyid T. Naqvi Director Date March 30, 2000 Exhibit 99.1 Officer's Certificate as to Compliance for the Series 1999-7 Certificates dated as of March 30, 2000 The undersigned officer of PNC Mortgage Securities Corp., a Delaware corporation (the "Company") hereby certifies on behalf of the Company for purposes of the Company's Mortgage Pass-Through Certificates, Series 1999-7, as follows: 1. I am the duly appointed, qualified and acting President of the Company. 2. Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Pooling and Servicing Agreement related to the above-referenced series of Certificates. 3. I am duly authorized to execute and deliver this Officer's Certificate on behalf of the Company. 4. A review of the activities of the Master Servicer during the preceding calendar year and performance under this Agreement has been made under my supervision. 5. To the best of my knowledge, based on such review, the Master Servicer has fulfilled all its obligations under the Agreement throughout such year. IN WITNESS WHEREOF, I have signed my name as of March 30, 2000. By: /s/ Michael L. Parker - - - - - - - - - - - Michael L. Parker President -----END PRIVACY-ENHANCED MESSAGE-----