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: October 1, 1997
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(Date of earliest event reported)
Asset Securitization Corporation
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(Exact name of registrant as specified in its charter)
Delaware 33-49370 13-3672337
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(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
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Address of Principal Executive Office
Registrant's telephone number, including area code: (212) 667-9300
<PAGE>
Item 5. Other Events.
Attached as Exhibit 99.1 to this Current Report are certain materials (the
"Collateral and Structural Term Sheets") furnished to the Registrant by Nomura
Securities International, Inc. (the "Underwriter"), the underwriter in respect
of the Registrant's Commercial Mortgage Pass-Through Certificates, Series
1997-D5 (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
Collateral and Structural Term Sheets by reference in the Registration
Statement.
The Collateral and Structural Term Sheets were prepared solely by the
Underwriter, and the Registrant did not prepare or participate in the
preparation of the Collateral/Structural Term Sheets.
Any statement or information contained in the Collateral and Structural
Term Sheets shall be deemed to be modified or superseded for purposes of the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 99.1 Collateral and Structural Term Sheets.
<PAGE>
Pursuant to the requirements of the Securities 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
Managing Director
Date: October 1, 1997
ASC 1997-D5-$1,750,000,000
Structural Term Sheet
Prospective investors are advised to carefully read, and should rely solely on,
the final prospectus and 10/1/97 prospectus supplement (the "Final Prospectus")
relating to the securities referred to herein in making their investment
decision. This Structural 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 structural information contained herein is preliminary and
it is anticipated that such information will change. Any information contained
herein supersedes any prior Structural or Collateral Term Sheet but 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 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, predications 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.
At Issue:
Public Securities:
<TABLE>
<CAPTION>
Principal Initial Spread Approx. Avg. Mod. Principal Prin. Win. Implied Implied
Class Ratings Amount Cpn Talk Price Life Dur. Window Graph DSCR* LTV* Sub.
- ----- ------- ------ --- ---- ----- ---- ---- ------ ----- ----- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
A-1A AAA/AAA/Aaa $190,000,000 6.88% 3.6 2.9 11/97-1/2004 1.93 50%
Fixed
A-1B AAA/AAA/Aaa $160,000,000 6.90% 7.5 5.7 1/2004-12/2006 1.93 50%
Fixed
A-1C AAA/AAA/Aaa $920,000,000 6.92% 10.1 7.1 12/2006-5/2010 1.93 50%
Fixed
A-2 AAA/AA+ $34,000,000 6.91% 14.0 8.3 5/2010-2/2012 1.88 52%
WAC
A-3 AA/AA $77,000,000 6.96% 14.5 8.7 2/2012-6/2012 1.79 54%
WAC
A-4 A/A- $94,000,000 7.05% 14.7 8.8 6/2012-9/2012 1.67 58%
WAC
A-5 BBB/BBB $77,000,000 7.18% 14.9 8.9 9/2012-9/2012 1.59 61%
WAC
A-6 BBB-/BBB- $17,000,000 7.61% 14.9 8.9 9/2012-9/2012 1.57 62%
WAC
A-7 BBB- $17,000,000 7.66% 14.9 8.9 9/2012-9/2012 1.55 63%
WAC
CS-1 AAA $190,000,000 1.27% 2.2c 1.9 11/97-1/2004 n/a n/a
WAC
PS-1 AAA $1,715,000,000 1.04% 5.9c 4.7 11/97-4/2017 n/a n/a
</TABLE>
WAC
Private Securities:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
B-1A BB+ $25,000,000 1.48 66%
B-1B BB $35,000,000 1.48 66%
B-1C BB- $17,000,000 1.48 66%
B-2 B $47,000,000 1.44 67%
B-3 UR $13,000,000 1.43 68%
* LTV's and DSCRs are weighted averages.
</TABLE>
Issue:
Asset Securitization Corporation
Commercial Mortgage Pass-Through Certificates,
Series 1997-D5.
The Offering:
$1,715,000,000 fixed rate commercial mortgage-backed securities.
Prepayment Lock Out:
98% of the bond cash flows are locked out for their term.
Original Loan Principal: $1,715,000,000
Loan Principal at Cut-off: $1,712,000,000
Rating Agencies: Standard & Poor's,
Moody's Investor Service
Fitch Investors Service
Cut-Off Date: September 31, 1997
Closing Date: October ___, 1997
First Payment Date: November , 1997
Scheduled Final Distribution:
Servicer: AMRESCO Mgt, Inc
Trustee: LaSalle National Bank
Fiscal Agent: ABN AMRO Bank N.V.
Advancing: Yes-Through liquidation
Minimum Denomination: $50,000
Delivery: DTC,CEDEL,Euroclear
Web Site: http://www.nomurany.com
Account Name: cmbs
A hard copy is available upon request.
Fixed Interest Rates: 8.33%WA; 7.38%-10.1%
Effective Maturity: 151WAM; 84-265 Mos.
Amortization: 310WA; 120-386 Mos.
Amortization Characteristics:
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Effective Balloon Loans: 89% of pool
Balloon Loans: 1% of pool
Fully Amortizing Loans: 10% of pool
Collateral Breakdown:
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Collateral:
150 fixed rate mortgage loans secured by 215 properties located in 35 states and
Grand Cayman with the largest concentrations in Ohio (11%), Maryland (11%), New
Jersey (10%), Virginia (7%) and New York (7%).
Lockbox:
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78% of the pool has a cash management program in place at origination.
100% of the ARD loans have cash management systems in place 6 months prior to
the ARD date.
Cross-collateralized pools:
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26% of the initial pool balance is contained in cross-collateralized pools.
There are 14 loans containing properties ranging in size from $3.5 mm to $124.3
mm.
Top Ten Loans:
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The 10 largest loans comprise 41.8% of the pool, with a combined initial balance
of $716,550,644.
Single assets with a balance of more than $25 mm:
11 loans totaling $619,000,000
36% of the pool
Weighted Average DSCR of 1.51X
Weighted Average LTV of 65%
Located in 9 states and Grand Cayman Island.
Properties include 3 Retail properties, 1 Healthcare property, 2 Hotels, and 5
Office buildings.
Range of property loan balances: $756,000 - $124,270,089
Average Loan Balance: $11,400,000
LTV: 68% WA; 45%-86%
Based on appraisals completed within 12 months of issuance.
LTV Range % of Pool # of loans
--------- --------- ----------
45%-49.9% 3.9% 5
50%-54.9% 10.4% 11
55%-59.9% 5.5% 10
60%-64.9% 14.3% 27
65%-69.9% 16.7% 40
70%-74.9% 20.0% 54
75%-79.9% 24.9% 46
80%-86.1% 4.3% 7
Total 100.0% 200
* Credit Lease deals are not included in this table.
Debt Service Coverage Ratio: 1.43X WA; 1.19X - 2.13X
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Based on underwritten Net Cash Flow derived from borrower provided financial
information.
Debt Service Coverage Ratio: 1.59X WA
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Based on borrower provided trailing 12 months NOI.
DSCR Range % of Pool # of Props*
---------- --------- -----------
1.19-1.299 21.7% 61
1.3-1.399 32.6% 56
1.4-1.499 21.6% 26
1.5-1.599 9.6% 27
1.6-1.699 6.4% 20
1.7-1.799 4.3% 3
1.8-1.899 0.7% 1
1.9-1.999 2.4% 1
2.0-2.199 0.7% 5
Total 100% 200
* Credit Lease deals are not included in this table.
Property Diversification:
% of Wtd. Avg. Wtd. Avg. Balloon/ARD
Property Type Total DSCR LTV LTV
- ------------- ----- ---- --- ---
Credit Lease 7% n/a n/a
Healthcare 4% 2.07 71% 32%
Hotel 15% 1.63 59% 36%
MHP 2% 1.45 70% 60%
Multifamily 20% 1.31 77% 67%
Office 27% 1.37 67% 39%
Retail 23% 1.39 69% 55%
Indust/Warehouse 2% 1.36 68% 55%
Total 100% 1.43 68% 49%
<PAGE>
Property Type Diversification:
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[GRAPHIC OMITTED] Pie chart demonstrating percentage of property type
diversification.
Geographic Distribution:
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[GRAPHIC OMITTED] Map of United States showing geographic percentage
distribution. 214 Properties, 35 States.
Bond Class Paydown:
[GRAPHIC OMITTED] - Chart illustrating Bond Class paydown.
