ASSET SECURITIZATION CORP COMM MOR PASS THR CER 1996-MD VI
8-K, 1996-11-20
ASSET-BACKED SECURITIES
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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 and Exchange Act of 1934


Date of Report:  November 20, 1996
(Date of earliest event reported)


              Asset Securitization Corporation          
  (Exact name of registrant as specified in its charter)

      Delaware              33-49370-02            13-3672337
- ----------------------------------------------------------------
  (State or Other           (Commission        (I.R.S. Employer
  Jurisdiction of           File Number)     Identification No.)
   Incorporation)



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


<PAGE>


Item 5. Other Events.

         Attached as Exhibit 1 to this Current Report are certain 
collateral term sheets (the "Term Sheets") furnished to Asset 
Securitization Corporation (the "Registrant") by Nomura Securities 
International, Inc. (the "Underwriter"), the underwriter in respect of the 
Registrant's Commercial Mortgage Pass-Through Certificates, Series 1996-MDVI 
(the "Certificates").  The Certificates are being Offered pursuant to a 
Prospectus and related Prospectus Supplement (together, the "Prospectus"), 
which will be filed with the Commission pursuant to Rule 424(b)(5) under the 
Securities Act of 1933, as amended (the "Act").  The Certificates have been 
registered pursuant to the Act under a Registration Statement on Form S-3 
(No. 33-99502) (the "Registration Statement").  The Registrant hereby 
incorporates the Term Sheets by reference in the Registration Statement.

         The Term Sheets were prepared solely by the Underwriter, and the 
Registrant did not prepare or participate in the preparation of the Term Sheets.

         Any statement or information contained in the Term Sheets shall be 
deemed to be modified or superseded for purposes of the Prospectus and the 
Registration Statement by statements or information contained in the Prospectus.

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

(c)  Exhibits

Exhibit 1.    Term Sheets.


<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:  November 20, 1996



<PAGE>


                       Exhibit Index

                    Item 601(a) of
                    Regulation S-K
Exhibit No.         Exhibit No.              Description         
- -----------         -----------              -----------         
            
1                   99                       Term Sheets




<PAGE>

                                                  EXHIBIT 1

<PAGE>
==============================================================
Nomura Securities International, Inc.        (212) 667-1545
Commercial Mortgage-Backed Securities
- -------------------------------------------------------------
              MEGADEAL (SM) VI - $896,300,000
                 COLLATERAL TERM SHEET
- ------------------------------------------------------------- 

==============================================================

<TABLE>
<CAPTION>

   LOAN
   NAME        PROPERTY              ADDRESS                      CITY           STATE         ZIP
- -------------------------------------------------------------------------------------------------------
  <S>         <C>                   <C>                          <C>            <C>           <C>
1  Columbia    Melville Marriott     1350 Old Walt Whitman Road   Melville       New York      11747
   Sussex II

2  Columbia    Radisson Hotel        128 Frontage Road            Newark         New Jersey    07114
   Sussex II   Newark Airport

3  Columbia    Radisson Hotel        5555 Hazeltine               Orlando        Florida       32812
   Sussex II   Orlando Airport       National Drive

4  Columbia    Radisson Hotel        Cinncinnati Airport          Boone County   Kentucky      45275
   Sussex II   Cincinnati Airport 

5  Columbia    Holiday Inn           3317 Fern Valley Road        Louisville     Kentucky      40213
   Sussex II   Louisville S. Airport

6  Columbia    Holiday Inn           26555 Telegraph Road         Southfield     Michigan      48034
   Sussex II   Southfield (Detroit)

7  Columbia    Best Western          5565 West Irlo               Kissimmee      Florida       34746
   Sussex II   Eastgate              Bronson Parkway

8  Columbia    Radisson Lake Buena   8686 Palm Parkway            Vista Centre   Florida       32836
   Sussex II   Vista

9  Columbia    Radisson Hotel        808 South 20th Street        Birmingham     Alabama       35205
   Sussex II   Central Birmingham

10 Columbia    Holiday Inn Itasca    860 Irving Park Road W.      Itasca         Illinois      60143
   Sussex II

11 Columbia    Holiday Inn           383 East Leffel Lane         Springfield    Ohio          45505
   Sussex II   Springfield

12 Columbia    Holiday Inn Glen      1250 Roosevelt Road          Glen Ellyn     Illinois      60137
   Sussex II   Ellyn

1  HGI II      Lake Elsinore Outlet  17600 Collier Avenue         Lake Elsinore  California    92530
               Center

2  HGI II      Southwest Outlet      104 Interstate Highway 35    Hillsboro      Texas         76645
               Center

3  HGI II      Chesapeake Village    441 Outlet Center Road       Queenstown     Maryland      21658

4  HGI II      Tracy Outlet Center   1005 Pescadero Avenue        Tracy          California    95376

5  HGI II      Pismo Beach Outlet    333 Five Cities Drive        Pismo Beach    California    93449
               Center

1  MHP II      New Orleans Marriott  555 Canal Street             New Orleans    Louisiana     70140

2  MHP II      San Antonio Marriott  101 Bowie Street             San Antonio    Texas         78205

3  MHP II      Santa Clara Marriott  2700 Mission College Blvd.   Santa Clara    California    95052

4  MHP II      San Ramon Marriott    2600 Bishop Drive            San Ramon      California    94583

1  Palmer Sq.  Palmer Square                                      Princeton      New Jersey    08542

1  Prime       Grove City Factory    Exit 31 and I-79             Grove City     Pennsylvania
   Retail      Outlet Center

2  Prime       San Marcos Factory    3939 Interstate Highway 35   San Marcos     Texas
   Retail      Shops

3  Prime       Castle Rock Factory   5050 Factory Shops Boulevard    Castle Rock     Colorado
   Retail      Shops

4  Prime       Gulf Coast Factory    NE I-75 and US H-way 301        Ellenton        Florida
   Retail

5  Prime       Ohio Factory Shops    NEQ I-71 and US H-way 35        Jeffersonville  Ohio
   Retail

6  Prime       Loveland              5661 McWhinney Boulevard        Loveland        Colorado
   Retail

7  Prime       Magnolia Bluff        Interstate 95 & GA 251          Darien          Georgia
   Retail

8  Prime       Gainesville Shops     4321 Interstate 35 North        Gainesville     Texas
   Retail

9  Prime       Gulfport Shops        Interstate 10 & Route 49        Gulfport        Mississippi
   Retail

10 Prime       HuntleyShops          Interstate 90 & Route 47        Huntley         Illinois
   Retail

11 Prime       Florida Keys          250 East Palm Drive             Flordia City    Florida
   Retail

12 Prime       KC Factory Center     1306 West Old Highway 40        Odessa          Missouri
   Retail

13 Prime       Indiana Factory       Rt. 67 and I-State 69           Daleville       Indiana
   Retail

14 Prime       Nebraska Crossing     14333 S. Highway 31 and US 80   Gretna          Nebraska
   Retail

15 Prime       Coral Isle Factory    7222 Isle of Capri Road         Naples          Florida
   Retail                            (Rt. 951)

16 Prime       Triangle Factory      1001 Airport Boulevard          Morrisville     N. Carolina
   Retail

</TABLE>


- ------------------------------------------------------------------------------
[LOGO] NOMURA
11/19/96 DIRECT.DOC
    /s/ BMF  S-24
    /s/ RP S-8

Prospective investors are advised to carefully read, and should rely
solely on, the final prospectus and prospectus supplement (the "Final
Prospectus") relating to the securities referred to herein in
making their investment decision. This Structural and Collateral
Term Sheet does not include all relevant information relating to the
securities and collateral described herein, particularly with
respect to the risks and special considerations associated with an
investment in such securities. All structure and collateral information
contained herein is preliminary and it is anticipated that such
information will change. Any information contained herein will be more
fully described in, and will be fully superseded by, the description of
the collateral and structure in the prospectus supplement and
Final Prospectus. Although the information contained in this Structural
and Collateral Term Sheet is based on sources which Nomura Securities
International, Inc. ("Nomura") believes to be reliable, Nomura
makes no representation or warranty that such information is accurate
or complete. Such information should not be viewed as projections,
forecasts, predictions or opinions with respect to value, the
actual rate or timing of principal payments or prepayments on the
underlying assets or the performance characteristics of the securities.
Nomura and its affiliates may in the future have a position in the
securities discussed herein and may purchase or sell the same on a
principal basis or as agent for another person.  In addition, Nomura
may act as an underwriter of such securities, and Nomura and certain
of its affiliates may currently be providing investment banking and
other services to the issuer of such securities and the borrowers
described herein and their affiliates. Prior to making any investment
decision, a prospective investor shall receive and fully review the
Final Prospectus. NOTHING HEREIN SHOULD BE CONSIDERED AN OFFER TO SELL
OR SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. All appraised
values were obtained from appraisals conducted within the past year.


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