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: February 1, 1997
(Date of earliest event reported)
Asset Securitization Corporation
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 033-49370 13-3672337
- -------- --------- ----------
(State or Other Juris- (Commission (I.R.S. Employer
diction of Incorporation) File Number) Identification No.)
Two World Financial Center, Building B, New York, New York 10281
- --------------------------------------------------------------------------------
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (212) 667-9300
-----------------------------
- --------------------------------------------------------------------------------
This Document contains exactly 7 pages.
<PAGE>
ITEM 5. OTHER EVENTS
On February 1, 1997, a First Amendment was executed to the Pooling and
Servicing Agreement dated as of March 1, 1996 (the "Pooling and Servicing
Agreement"), by and among the Asset Securitization Corporation, as depositor,
Pacific Mutual Life Insurance Company, as servicer, CRIIMI MAE Services Limited
Partnership, as special servicer, LaSalle National Bank, as trustee, and ABN
AMRO Bank N.V., as fiscal agent, of Asset Securitization Corporation, Commercial
Mortgage Pass-Through Certificates, Series 1996-D2 (the "Certificates").
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Item 601(a) of
Regulation S-K
Exhibit No. Exhibit No. Description
- ----------- ----------- -----------
1 4 First Amendment to Pooling and Servicing
Agreement, dated as of February 1, 1997.
<PAGE>
Pursuant to the requirements 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.
ASSET SECURITIZATION
CORPORATION
By: /s/ Perry Gershon
-----------------------
Perry Gershon
Vice President
Date: April 4, 1997
<PAGE>
EXHIBIT INDEX
Item 601(a) of
Regulation S-K
Exhibit No. Exhibit No. Description
- ----------- ----------- -----------
1 4 First Amendment to Pooling and Servicing
Agreement, dated as of February 1, 1997.
ASSET SECURITIZATION CORPORATION,
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1996-D2
THIRD AMENDMENT TO POOLING AND SERVICING AGREEMENT
THIRD AMENDMENT, dated as of February 1, 1997 (this "Third Amendment"), by
and among Asset Securitization Corporation, as depositor (the "Depositor"),
Pacific Mutual Life Insurance Company, as servicer (the "Servicer") and CRIIMI
MAE Services Limited Partnership, as special servicer (the "Special Servicer"),
LaSalle National Bank, as trustee (the "Trustee"), and ABN AMRO Bank N.V., as
fiscal agent (the "Fiscal Agent") to the Existing Agreement referred to below.
RECITALS
WHEREAS, the Depositor, the Servicer, the Special Servicer, the Trustee and
the Fiscal Agent are parties to a Pooling and Servicing Agreement, as amended,
dated as of March 1, 1996 (the "Existing Agreement"); and
WHEREAS, the Servicer has requested that the Existing Agreement be amended
as set forth herein in order to more effectively perform its servicing duties by
correcting a defective provision, and the Depositor, the Special Servicer, the
Trustee and the Fiscal Agent are willing to so amend the Existing Agreement; and
WHEREAS, the Depositor, the Servicer, the Special Servicer, the Trustee and
the Fiscal Agent agree that the amendment set forth herein will correct a
defective provision.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the Depositor, the Servicer, the Special Servicer, the Trustee and the Fiscal
Agent agree as follows:
The first sentence Section 4.01(i) of the Existing Agreement is hereby
amended by deleting the first word of such sentence and inserting in its place
the following:
"On or after any Distribution Date on which the Class A-4
Certificates are the most subordinate Class of Certificates
outstanding, the"
SECTION 2. Conditions Precedent. This Third Amendment shall become
effective on the date this Third Amendment has been executed and delivered by a
duly authorized officer of the Depositor, the Trustee, the Special Servicer, the
Fiscal Agent and the Servicer.
SECTION 3. Limited Effect. Except as expressly amended and modified by this
Third Amendment, the Existing Agreement shall continue to be, and shall remain,
in full force and effect in accordance with its terms.
SECTION 4. Definitions In Existing Agreement. Unless otherwise defined in
this Third Amendment, capitalized terms used herein shall have the respective
meanings ascribed to such terms in the Existing Agreement.
SECTION 5. Counterparts. This Third Amendment may be executed by one or
more of the parties hereto on any number of separate counterparts, each of which
shall be an original and all of which taken together shall constitute one and
the same instrument.
SECTION 6. Governing Law. THIS THIRD AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
(SIGNATURES COMMENCE ON THE FOLLOWING PAGE)
<PAGE>
IN WITNESS WHEREOF, the Depositor, the Servicer, the Special Servicer, the
Fiscal Agent and the Trustee have caused their names to be signed hereto by
their respective officers thereunto duly authorized all as of the day and year
first above written.
LASALLE NATIONAL BANK, ASSET SECURITIZATION CORPORATION,
as Trustee, Custodian, Certificate as Depositor
Registrar and Paying Agent
By: /s/ Mary L. Collier By: /s/ Marlyn A. Marincas
---------------------------- ----------------------------
Name: Mary L. Collier Name: Marlyn A. Marincas
Title: Asst. Vice President Title: Vice President
ABN AMRO BANK N.V., PACIFIC MUTUAL LIFE INSURANCE COMPANY,
as Fiscal Agent as Servicer
By: /s/ Irene Pazik, Mary C. Casey By: /s/ M.A. Curran
---------------------------- ------------------------------
Name: Irene Pazik, Marcy C. Casey Name: M.A. Curran
Title: Vice President, Vice President Title: Vice President
By: /s/ C.S. Dillion
-------------------------------
Name: C.S. Dillion
Title: Asst. Secretary
CRIIMI MAE SERVICES LIMITED
PARTNERSHIP
as Special Servicer
By: CRIIMI MAE MANAGEMENT, INC.,
as General Partner
By: /s/ David B. Iannarone
-------------------------------
Name: David B. Iannarone
Title: Vice President/General
Counsel
