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, 1996
Commission File Number 33-49370
ASSET SECURITIZATION CORPORATION
(Exact Name of registrant as specified in its charter)
Delaware 13-3672337
(State or Other Juris- (I.R.S. Employer
diction of Incorporation) Identification Number)
Two World Financial Center, Building B, New York, New York 10281
(Address of Principal Executive Office)
Registrant's telephone number, including area code: 212-667-9300
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 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.
Disclosure concerning the aggregate market value of Commercial Mortgage Pass
Through Certificates held by non-affiliates of the Registrant is not applicable.
Number of shares of common stock outstanding as of December 31, 1996:
Not Applicable.
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TABLE OF CONTENTS
Part I
Item 1. Business 1
Item 2. Properties 1
Item 3. Legal Proceedings 1
Item 4. Submission of Matters to a Vote of Security Holders 1
Part II
Item 5. Market for Registrant's Common Equity and Related
Shareholder Matters 2
Item 6. Selected Financial Data 2
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 2
Item 8. Financial Statements and Supplementary Data 2
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 2
Part III
Item 10. Directors and Executive Officers of the Registrant 2
Item 11. Executive Compensation 2
Item 12. Security Ownership of Certain Beneficial Owners and
Management 2
Item 13. Certain Relationships and Related Transactions 2
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K 2
Signatures 3
Exhibit Index 4
Exhibits 5
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PART I
ITEM 1 BUSINESS
This Annual Report on Form 10-K relates to the Trust Fund formed, and
the Commercial Mortgage Pass-Through Certificates Series 1996-D2 issued,
pursuant to a Pooling and Servicing Agreement, dated as of March 1, 1996 (the
"Pooling and Servicing Agreement"), by and among Asset Securitization
Corporation (the "Company"), as depositor, Pacific Mutual Life Insurance
Company, as servicer and special servicer, LaSalle National Bank, as trustee and
ABN AMRO Bank N.V., as fiscal agent.
Capitalized terms used herein and not defined herein have the same
meanings ascribed to such terms in the Pooling and Servicing Agreement.
This Annual Report is being filed by the Servicer, in its capacity as
such under the Pooling and Servicing Agreement, on behalf of Registrant. The
information reported and contained herein has been supplied to the Servicer by
one or more of the Borrowers or other third parties without independent review
or investigation by the Servicer. Pursuant to the Pooling and Servicing
Agreement, the Servicer is not responsible for the accuracy or completeness of
such information.
The contents of this Annual Report reflect a no action position issued
by the Securities and Exchange Commission with respect to certificates issued
under the Registrant's Registration Statement on Form S-3 (No. 33-99502).
ITEM 2. PROPERTIES
Not applicable.
ITEM 3. LEGAL PROCEEDINGS
Except for claims arising in the ordinary course of business and which
are covered by liability insurance, there are no material pending legal
proceedings involving the Trust Fund, the Mortgages comprising the Trust Fund,
the Trustee or the Servicer with respect to or affecting their respective
duties under the Pooling and Servicing Agreement.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
No matters were submitted to a vote of Certificateholders during the
fiscal year covered by this report.
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ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
There was one registered holder of the Certificates as of December 31,
1996. To the Registrant's knowledge, as of that date, there was no principal
market in which the Certificates were traded.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Not applicable.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
The information required by Items 10, 11, 12 and 13 is not applicable
as the Trust Fund does not have directors or officers and Certificateholders
have no right to vote (except with respect to required consents to certain
amendments to the Pooling and Servicing Agreement and upon certain events of
default) or control the Trust Fund.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Servicer's Annual Statement of Compliance for the period ended
12/31/96.
2. Servicer's Independent Accountant's Report on Servicer's
servicing activities.
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(b) Current Reports on Form 8-K dated October 17, November 22 and December
17, 1996 were filed during the quarter ended December 31, 1996.
(c) No consent of auditors with respect to the audit reports filed
herewith is required.
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 behalf of the Registrant by the undersigned thereunto duly authorized.
Date: March 14, 1997 PACIFIC MUTUAL LIFE INSURANCE COMPANY,
IN ITS CAPACITY AS SERVICER UNDER THE
POOLING AND SERVICING AGREEMENT ON
BEHALF OF ASSET SECURITIZATION
CORPORATION, REGISTRANT
By: /s/ M.A. Curran
Vice President
By: /s/ C.S. Dillion
Assistant Secretary
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EXHIBIT INDEX
Exhibit No. Description
99.1 Servicer's Annual Statement of Compliance.
99.2 Servicer's Independent Accountant's Report on Servicer's servicing
activities.
EXHIBIT NO. 99.1
CERTIFICATE
Pursuant to Section 3.14 of the Pooling and Servicing Agreement dated
March 1, 1996 and as amended on March 25, 1996, July 24, 1996 and February 1,
1997 (the "Agreement") among Asset Securitization Corporation (the "Depositor"),
Pacific Mutual Life Insurance Company (the "Servicer"), CRIIMI MAE Services
Limited Partnership (the "Special Servicer"), LaSalle National Bank (the
"Trustee") and ABN AMRO Bank, N.V., (the "Fiscal Agent"), regarding the
Commercial Mortgage Pass-Through Certificates, Series 1996-D2, the undersigned
officers of the Servicer do hereby state:
(i) A review of the activities of the Servicer during the period commencing
March 1, 1996 through December 31, 1996 and of its performance under the terms
of the Agreement has been made under our supervision.
(ii) To the best of our knowledge, and based upon such review, the Servicer has
fulfilled all of its obligations under the Agreement.
(iii) Reference is made to Sections 3.05 and 3.06 of the Subservicing
Agreement dated April 1, 1996 between Pacific Mutual Life Insurance Company and
CRIIMI MAE Services Limited Partnership (the "Subservicer"). To the best of our
knowledge, the Subservicer has fulfilled its obligations under the Subservicing
Agreement in all material respects other than certain unresolved matters under
discussion as of the date herein.
(iv) The Servicer has received no notices regarding qualification, or
challenging the status of the Upper-Tier or Lower-Tier REMIC as a REMIC from the
Internal Revenue Service or any other governmental agency or body.
IN WITNESS WHEREOF, the undersigned have executed this Certificate on March 14,
1997 in Newport Beach, California.
PACIFIC MUTUAL LIFE INSURANCE COMPANY
By: /s/ M.A. Curran
Title: Vice President
By: /s/ C.S. Dillion
Title: Assistant Secretary
EXHIBIT NO. 99.2
Deloitte &
Touche LLP __________________________________________________
Suite 1200 Telephone (714) 436-7100
695 Town Center Drive Facsimile: (714) 436-7200
Costa Mesa, California 92626-1924
To Pacific Mutual Life Insurance Company:
We have examined management's assertion about Pacific Mutual Life Insurance
Company's compliance with the minimum servicing standards identified in the
Mortgage Bankers Association of America's Uniform Single Attestation Program for
Mortgage Bankers (USAP) as of and for the year ended December 31, 1996, included
in the accompanying management assertion. Management is responsible for Pacific
Mutual Life Insurance Company's compliance with those minimum servicing
standards. Our responsibility is to express an opinion on management's assertion
about the entity's compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about Pacific Mutual Life Insurance
Company's compliance with the minimum servicing standards and performing such
other procedures as we considered necessary in the circumstances. We believe
that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on Pacific Mutual Life
Insurance Company's compliance with the minimum servicing standards.
In our opinion, management's assertion that Pacific Mutual Life Insurance
Company complied with the aforementioned minimum servicing standards as of and
for the year ended December 31, 1996 is fairly stated, in all material respects.
Deloitte & Touche LLP
March 7, 1997
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Deloitte Touche
Tohmatsu
International
EXHIBIT NO. 99.2 (Continued)
December 31, 1996
Deloitte & Touche LLP:
As of and for the year ended December 31, 1996, Pacific Mutual Life Insurance
Company has complied in all material respects with the minimum servicing
standards set forth in the Mortgage Bankers Association of America's Uniform
Single Attestation Program for Mortgage Bankers. As of and for this same period,
Pacific Mutual Life Insurance Company had in effect a fidelity bond in the
amount of $15,000,000 and an errors and omissions policy in the amount of
$10,000,000.
/s/ Thomas C. Sutton December 31, 1996
Thomas C. Sutton, Chief Executive Officer
/s/ Khanh T. Tran December 31, 1996
Khanh T. Tran, Senior Vice President & Chief Financial Officer
/s/ Michelle A. Curran December 31, 1996
Michelle A. Curran, Vice President, Portfolio Management & Operations
/s/ Wendy Balden December 31, 1996
Wendy Balden, Assistant Vice President, Portfolio Operations
