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 10, 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Term Sheets shall be deemed to be modified or superseded for purposes of the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 10, 1997
ASC 1997-D5-$1,760,000,000
Structural Term Sheet
Prospective investors are advised to carefully read, and should rely solely on,
the final prospectus and 10/10/97 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 $165,434,360 6.41% 100-16 3.48 2.96 11/97-1/2004 1.93 50%
Fixed
A-1B AAA/AAA/Aaa $154,109,757 6.64% 100-16 7.68 5.83 1/2004-1/2007 1.93 50%
Fixed
A-1C AAA/AAA/Aaa $739,693,702 6.72% 100-16 9.94 7.05 1/2007-1/2009 1.93 50%
Fixed
A-1D AAA/AAA/Aaa $207,095,828 6.77% 100-16 12.05 8.01 1/2009-7/2011 1.93 50%
Fixed
A-1E AAA/AAA/Aaa $35,175,934 6.80% 100-16 14.12 8.83 7/2011-3/2012 1.93 51%
Fixed
A-2 AAA/AA+ $35,175,934 6.68% 100-16 14.40 8.94 3/2012-4/2012 1.88 53%
WAC
A-3 AA/AA $70,351,869 6.71% 100-16 14.64 9.01 4/2012-7/2012 1.79 55%
WAC
A-4 A/A- $96,733,820 6.81% 100-16 14.81 9.01 7/2012-9/2012 1.67 59%
WAC
A-5 BBB/BBB $79,145,852 6.95% 100-16 14.96 8.98 9/2012-10/2012 1.59 62%
WAC
A-6 BBB-/BBB- $17,587,967 7.15% 100-16 14.97 8.87 10/2012-9/2012 1.57 63%
WAC
A-7 BBB- $17,587,967 7.35% 100-16 14.97 8.75 9/2012-9/2012 1.55 64%
WAC
CS-1 AAA $165,434,360 1.85% 5-20 2.26c 1.98 11/97-1/2004 n/a n/a
WAC
PS-1 AAA $1,758,796,733 1.33% 10-12 6.08c 4.83 11/97-10/2017 n/a n/a
</TABLE>
WAC
Private Securities:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
B-1A BB+ $38,693,528 1.48 65%
B-1B BB $40,452,324 1.48 66%
B-1C BB- $11,783,938 1.48 67%
B-2 B $36,582,971 1.44 68%
B-3 UR $13,189,981 1.43 69%
</TABLE>
LTV's and DSCRs are weighted averages.
<PAGE>
Issue:
Asset Securitization Corporation
Commercial Mortgage Pass-Through Certificates,
Series 1997-D5.
The Offering:
$1,618,093,991 fixed rate commercial mortgage-backed securities.
Prepayment Lock Out:
98% of the bond cash flows are locked out for their term.
Loan Principal at Cut-off: $1,758,723,046
Rating Agencies: Standard & Poor's,
Moody's Investor Service
Fitch Investors Service
Cut-Off Date: October 24, 1997
Closing Date: October ___, 1997
First Payment Date: November 14, 1997
Scheduled Final Distribution: February 14, 2041
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: 8.36%WA; 7.28%-10.1%
Effective Maturity: 153 WAM; 62-269 Mos.
Amortization: 325WA; 84-386 Mos.
Amortization Characteristics:
Effective Balloon Loans: 86% of pool
Balloon Loans: 1% of pool
Fully Amortizing Loans: 13% of pool
Collateral Breakdown:
Collateral:
156 fixed rate mortgage loans secured by 220 properties located in 35 states and
Grand Cayman with the largest concentrations in Ohio (10.4%), Maryland (10.5%),
New Jersey (10.4%), Texas (9.4%) and Virginia (7.3%).
Lockbox:
78% of the pool has a cash management program in place at origination. 100% of
the ARD loans have cash management systems in place at least 3 months prior to
the ARD date.
Cross-collateralized pools:
26% of the initial pool balance is contained in cross-collateralized pools.
There are 14 loans containing properties ranging in size from $3.2 mm to $124
mm.
Top Ten Loans:
The 10 largest loans comprise 41.8% of the pool, with a combined initial balance
of $716,550,644.
Single assets with a balance greater than $25 mm:
11 loans totaling approximately $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: $11,273,866
LTV: 69% WA; 45%-104*%
LTV range includes credit lease deals. LTVs are based on appraisals completed
within 12 months of issuance.
LTV Range % of Pool # of loans
--------- --------- ----------
45%-49.9% 3% 4
50%-54.9% 10% 10
55%-59.9% 5% 10
60%-64.9% 13% 17
65%-69.9% 17% 29
70%-74.9% 17% 35
75%-79.9% 22% 25
80%-86.1% 5% 7
Greater than 95% (Credit Leases) 7% 19
Total 100% 156
Debt Service Coverage Ratio: 1.43X WA; 1.0X - 2.13X
DSCR range includes credit lease deals. DSCRs are based on underwritten Net Cash
Flow derived from borrower provided financial information.
Debt Service Coverage Ratio: 1.53X WA
Based on borrower provided trailing 12 months NOI.
DSCR Range % of Pool # of Loans
Credit Leases 10% 21
1.19-1.299 31% 40
1.3-1.399 22% 32
1.4-1.499 10% 29
1.5-1.599 11% 17
1.6-1.699 8% 10
1.7-1.799 3% 2
1.8-1.899 3% 1
1.9-1.999 0% 1
2.0-2.199 3% 3
Total 100% 156
Property Diversification:
Wtd. Avg. Wtd. Avg. Balloon/ARD
% of DSCR LTV LTV
Property Type Total
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Credit Lease 10% n/a n/a
Healthcare 3.5% 2.07 71% 32%
Hotel 13.4% 1.64 59% 35%
MHP 1.9% 1.43 71% 61%
Multifamily 19.3% 1.31 76% 66%
Office 29.4% 1.37 68% 38%
Retail 29.1% 1.39 69% 57%
Indust/Warehouse 3.5% 1.36 65% 52%
Total 100% 1.43 68% 52%
<PAGE>
Property Type Diversification:
[GRAPHIC OMITTED] Pie chart illustrating property type diversification.
Geographic Distribution:
[GRAPHIC OMITTED] Map illustrating geographic distribution.
Bond Class Paydown:
[GRAPHIC OMITTED] Bar chart illustrating bond class paydown.
