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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
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Date of Report: March 27, 1997
(Date of earliest event reported)
ASSET SECURITIZATION CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 33-49370-03 13-3672337
(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction Identification Number)
Incorporation)
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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
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Asset Securitization Corporation hereby amends Item 7 of its
Current Report on Form 8-K filed with the Securities and Exchange
Commission on April 8, 1997, by the addition of the exhibits
attached hereto.
Item 5. Other Events
On March 27, 1997, Asset Securitization Corporation (the
"Company") caused the issuance, pursuant to a Pooling and
Servicing Agreement dated as of March 27, 1997 (the "Pooling and
Servicing Agreement"), by and among the Company, as Depositor,
Pacific Mutual Life Insurance Company, as 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 1997-MD VII (the
"Certificates"), issued in fifteen classes. The Class A-1A, Class
A-1B, Class PS-1, Class CS-1, Class A-2, Class A-3, Class A-4,
Class A-5 and Class A-6 Certificates (the "Offered Certificates")
were sold to Nomura Securities International, Inc. ("NSI")
pursuant to an Underwriting Agreement dated as of March 20, 1997,
between the Company and NSI, as underwriter. The Class B-1, Class
B- 1H, Class V-1, Class V-2, Class R and Class LR Certificates
(the "Private Certificates") were sold to NSI pursuant to a
Purchase Agreement dated March 20, 1997, between the Company and
NSI, as placement agent. In the aggregate, the Certificates
represent the entire beneficial ownership interests in a trust
fund consisting of seven commercial mortgage loans (the "Mortgage
Loans"). As of the Cut-off Date, the Mortgage Loans had an
aggregate Stated Principal Balance equal to $499,568,151.79.
Capitalized terms used herein and not defined herein shall have
the meanings ascribed to them in the Pooling and Servicing
Agreement.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(c) Exhibit
Item 601(a) of
Regulation
Exhibit No. S-K Exhibit No. Description
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1* 1 Underwriting Agreement,
dated as of March 20, 1997
1.1 5, 8 Opinion of Cleary, Gottlieb,
Steen & Hamilton as to
legality and tax matters
2* 10 Pooling and Servicing Agreement,
dated as of March 27, 1997
* Filed as an exhibit to the Company's Current Report on Form
8-K as filed with the Securities and Exchange Commission on
April 8, 1997.
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Pursuant to the requirements of the Securities Act of 1934,
the Registrant has duly caused this amendment to be signed on its
behalf by the undersigned hereunto duly authorized.
ASSET SECURITIZATION CORPORATION
By: /s/ Marlyn A. Marincas
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Marlyn A. Marincas
Vice President
Date: May 27, 1997
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EXHIBIT INDEX
Item 601(a) of
Regulation
Exhibit No. S-K Exhibit No. Description
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1* 1 Underwriting Agreement,
dated as of March 20, 1997
1.1 5, 8 Opinion of Cleary, Gottlieb,
Steen & Hamilton as to
legality and tax matters
2* 10 Pooling and Servicing Agreement,
dated as of March 27, 1997
* Filed as an exhibit to the Company's Current Report on Form
8-K as filed with the Securities and Exchange Commission on
April 8, 1997.
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Item 601(a) of Regulation S-K
Exhibit No. 5 and 8
Exhibit 1.1
[Cleary, Gottlieb, Steen & Hamilton Letterhead]
Writer's Direct Dial: (212) 225-2590
As of March 27, 1997
Asset Securitization Corporation
Two World Financial Center
Building B
New York, New York 10281
Ladies and Gentlemen:
We have acted as special counsel to Asset
Securitization Corporation, a Delaware corporation (the "Company"),
in connection with the offering by the Company pursuant to a
registration statement on Form S-3 (No. 33-99502) of certain
classes of its Commercial Mortgage Pass-Through Certificates,
Series 1997-MD VII (the "Certificates") to be issued under a
Pooling and Servicing Agreement, dated as of March 27, 1997 (the
"Pooling and Servicing Agreement"), between the Company, as
depositor, Pacific Mutual Life Insurance Company, as servicer,
LaSalle National Bank, as trustee, and ABN AMRO Bank N.V., as
fiscal agent. The Certificates are being issued in fifteen
classes, nine of which (the "Offered Certificates") are being
sold to Nomura Securities International, Inc. pursuant to an
underwriting agreement dated March 20, 1997 between it and the
Company.
Such registration statement, as amended when it became
effective, but excluding the exhibits thereto and any documents
incorporated by reference therein and only insofar as it relates
to the Offered Certificates, is herein called the "Registration
Statement," and the related prospectus dated March 20, 1997 (the
"Base Prospectus"), as supplemented by the prospectus supplement
dated March 20, 1997 relating to the Offered Certificates (the
"Prospectus Supplement"), each as first filed with the Securities
and Exchange Commission pursuant to Rule 424(b) of the Securities
Act of 1933, as amended, but excluding the documents incorporated
by reference therein and only insofar as each relates to the
Offered Certificates, is herein called the
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"Prospectus." Capitalized terms used but not defined herein
have the respective meanings given them in the Pooling and
Servicing Agreement.
In arriving at the opinions expressed below, we have
reviewed the following documents:
(a) the Registration Statement;
(b) the Prospectus;
(c) the Offered Certificates as executed by the Trustee
at or prior to the closing; and
(d) an executed copy of the Pooling and Servicing
Agreement.
In addition, we have reviewed the originals or copies
certified or otherwise identified to our satisfaction of all such
corporate records of the Company and such other instruments and
other certificates of public officials, officers and
representatives of the Company and such other persons, and we
have made such investigations of law, as we have deemed
appropriate as a basis for the opinions expressed below.
In rendering the opinions expressed below, we have
assumed the authenticity of all documents submitted to us as
originals and the conformity to the originals of all documents
submitted to us as copies and we have further assumed the
genuineness of all signatures. In addition, we have assumed and
have not verified the accuracy as to factual matters of each
document we have reviewed (including, without limitation, the
accuracy of the representations and warranties of the parties to
the Pooling and Servicing Agreement).
Based on the foregoing and subject to the
qualifications set forth below, it is our opinion that:
1. The Pooling and Servicing Agreement has been duly
executed and delivered by the Company under the law of the State
of New York and is a valid and binding agreement of the Company
enforceable against the Company in accordance with its terms.
2. The Offered Certificates, when duly executed and
countersigned by the Trustee in accordance with the Pooling and
Servicing Agreement, will be validly issued and outstanding and
entitled to the benefits of the Pooling and Servicing Agreement.
Our advice formed the basis for the discussion of
federal income tax consequences relating to the Offering
Certificates appearing in the Prospectus Supplement under the
heading "Certain Federal Income Tax Consequences" and in the Base
Prospectus under the heading "Federal Income Tax Consequences".
Such discussion does not purport to deal with all possible
federal income tax consequences of an investment in the Offered
Certificates, but with respect to those tax consequences which
are discussed, in our opinion, the discussion is a fair and
accurate summary of the matters addressed therein under existing
law and the assumptions stated therein.
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Insofar as the foregoing opinions relate to the
validity, binding effect or enforceability of any agreement or
obligation of the Company, (a) we have assumed that each party to
such agreement or obligation has the power and authority to enter
into and perform the obligations undertaken by it under such
agreement or obligation to which it is party, that each such
agreement or obligation was duly authorized by such party and was
duly executed and delivered by such party (other than the
Company), and that, with respect to each such party (other than
the Company), each such agreement or obligation constitutes the
valid, binding and enforceable agreement or obligation of such
party and (b) such opinions are subject to applicable bankruptcy,
insolvency and similar laws affecting creditors' rights generally
and to general principles of equity (whether considered in a
proceeding in equity or at law).
The foregoing opinions are limited to the federal law
of the United States of America and the law of the State of New
York.
We hereby consent to the filing of this letter as an
exhibit to the Company's Current Report on Form 8-K/A under the
Securities Exchange Act of 1934, as amended, and to the reference
to this firm under the heading "Legal Matters" in the Prospectus
Supplement and the Base Prospectus, without admitting that we are
"experts" within the meaning of the Act or the rules and
regulations of the Securities and Exchange Commission issued
thereunder with respect to any part of the Registration Statement
or the Prospectus, including this exhibit.
Very truly yours,
CLEARY, GOTTLIEB, STEEN & HAMILTON
By /s/ Andrea G. Podolsky
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Andrea G. Podolsky, a Partner
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