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: October 22, 1996
(Date of earliest event reported)
Asset Securitization Corporation
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(Exact name of registrant as specified in its charter)
Delaware 033-49370-01 13-3672337
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(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
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(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (212) 667-9300
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This Document contains exactly 7 pages.
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ITEM 5. OTHER EVENTS
On January 1, 1997, a First Amendment was executed to the Pooling and
Servicing Agreement dated as of October 1, 1996 (the "Pooling and Servicing
Agreement"), by and among the Asset Securitization Corporation, as depositor,
AMRESCO Management, Inc., 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-D3 (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
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1 4 First Amendment to Pooling
and Servicing Agreement,
dated as of January 1, 1997.
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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
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Perry Gershon
Vice President
Date: February 24, 1997
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EXHIBIT INDEX
Item 601(a) of
Regulation S-K
Exhibit No. Exhibit No. Description
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1 4 First Amendment to Pooling and
Servicing Agreement, dated as of
January 1, 1997.
ASSET SECURITIZATION CORPORATION,
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1996-D3
FIRST AMENDMENT TO POOLING AND SERVICING AGREEMENT
FIRST AMENDMENT, dated as of January 1, 1997 (this "First Amendment"), by
and among Asset Securitization Corporation, as depositor (the "Depositor"),
AMRESCO Management, Inc., as servicer (the "Servicer") 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 October 1, 1996 (the "Existing Agreement"); and
WHEREAS, the Depositor has requested that the Existing Agreement be amended
as set forth herein to permit P&I Advances to be made to the most Subordinate
Class of Certificates unless the delinquent Mortgage Loan has, at any time, been
delinquent for a period extending to the Due Date following such Delinquency,
and the Servicer, the Special Servicer, the Trustee and the Fiscal Agent are
willing to so amend the Existing Agreement;
WHEREAS, the Depositor, the Servicer, the Special Servicer, the Trustee and
the Fiscal Agent agree that the amendment set forth herein is for the purpose of
correcting a provision in the Existing Agreement that is defective;
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:
SECTION 1. Article IV of the Existing Agreement is hereby amended by adding
a new sentence beginning immediately after the first sentence of Section 4.06(d)
which reads as follows:
"However, the Servicer shall not reimburse itself and there shall
be no Subordinate Class Advance Amount with respect to a Mortgage
Loan, unless the Mortgage Loan has, at any time, been delinquent for a
period extending to the Due Date following such Delinquency."
SECTION 2. Limited Effect. Except as expressly amended and modified by this
First Amendment, the Existing Agreement shall continue to be, and shall remain,
in full force and effect in accordance with its terms.
SECTION 3. Definitions In Existing Agreement. Unless otherwise defined in
this First Amendment, capitalized terms used herein shall have the respective
meanings ascribed to such terms in the Existing Agreement.
SECTION 4. Counterparts. This First 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 5. Governing Law. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
(SIGNATURES COMMENCE ON THE FOLLOWING PAGE)
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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/ Russell Goldenberg By: /s/ Marlyn A. Marincas
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Name: Russell Goldenberg Name: Marlyn A. Marincas
Title: Title: Vice President
ABN AMRO BANK N.V., AMRESCO MANAGEMENT, INC.,
as Fiscal Agent as Servicer
By: /s/ Robert C. Smolka By: /s/ Daniel B. Kirby
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Name: Robert C. Smolka Name: Daniel B. Kirby
Title: Group Vice President Title: Senior Vice President
By: /s/Mary C. Casey By: /s/ John W. Benson
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Name: Mary C. Casey Name: John W. Benson
Title: Vice President Title: Assistant Secretary
CRIIMI MAE SERVICES LIMITED
PARTNERSHIP,
as Special Servicer
By: /s/ H. William Willoughby
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Name: H. William Willoughby
Title: President
By: /s/ Brian L. Hanson
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Name: Brian L. Hanson
Title: Group Vice President
