SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 1997 ($250 fee required)
Commission File Number 33-49370-06
Asset Securitization Corporation
Commercial Mortgage Pass-Through Certificates
Series 1997-D5
(Exact Name of registrant as specified in its charter)
Delaware 13-3672337
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(State or Other Juris- (I.R.S. Employer
diction of Incorporation) Identification Number)
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
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No _____
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. Not applicable.
Aggregate market value of voting stock held by non-affiliates of
the Registrant as of December 31, 1997.
Not applicable.
Number of shares of common stock outstanding as of December 31,
1997. Not applicable.
TABLE OF CONTENTS
Part I
Item 1. Business 3
Item 2. Properties 3
Item 3. Legal Proceedings 3
Item 4. Submission of Matters to a Vote of Security Holders 3
Part II
Item 5. Market for Registrant's Common Equity and Related
Shareholder Matters 4
Item 6. Selected Financial Data 4
Item 7. Management's Discussion and Analysis of Financial
Condition And Results of Operations 4
Item 8. Financial Statements and Supplementary Data 4
Item 9. Changes in and Disagreements with Accountants on
Accounting And Financial Disclosure 4
Part III
Item 10. Directors and Executive Officers of the Registrant 4
Item 11. Executive Compensation 4
Item 12. Security Ownership of Certain Beneficial Owners and
Management 4
Item 13. Certain Relationships and Related Transactions 4
Part IV
Item 14. Exhibits, Financial Statements Schedules and
Reports on Form 8-K 5
Signatures 6
Exhibit Index 7
PART I
ITEM 1. BUSINESS
This Annual Report on Form 10K relates to the Trust
Fund formed, and the Commercial Mortgage Pass-Through
Certificates Series 1997-D5 issued pursuant to a Pooling and
Servicing Agreement, dated as of October 24, 1997 (the "Pooling
and Servicing Agreement"), by and among Asset Securitization
Corporation (the "Company"), as depositor, AMRESCO Services,
L.P., as servicer, LaSalle National Bank, as trustee, and ABN
AMRO Bank, N.V., as fiscal agent. The Certificates have been
registered pursuant to the Act under a Registration Statement on
Form S-3 (No. 33-99502) (the "Registration Statement").
Capitalized terms used herein and not defined have the
same meanings ascribed to such terms in the Pooling and Servicing
Agreement.
This Annual Report is being filed by the Servicer, in
its capacity as such under the Pooling and Servicing Agreement,
on behalf of Registrant. The information reported and contained
herein has been supplied to the Servicer by one or more of the
Borrowers or other third parties without independent review or
investigation by the Servicer. Pursuant to the Pooling and
Servicing Agreement, the Servicer is not responsible for the
accuracy or completeness of such information.
ITEM 2. PROPERTIES
Not applicable.
ITEM 3. LEGAL PROCEEDINGS
Except for claims arising in the ordinary course of
business and which are covered by liability insurance, there are
no material pending legal proceedings involving the Trust Fund,
the Mortgages comprising the Trust Fund or the Trustee or the
Servicer with respect to or affecting their respective duties
under the Pooling and Servicing Agreement.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of
Certificateholders during the fiscal year covered by this report.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
There was one registered holder of the Certificate
representing an equity interest in the Trust as of December 31,
1997. To the Registrant's knowledge, as of that date, there was
no principal market in which the Certificates representing an
equity interest in the Trust were traded.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Not applicable.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
The information required by Items 10, 11, 12 and 13 is
not applicable as the Trust Fund does not have directors or
officers and Certificateholders have no right to vote (except
with respect to required consents to certain amendments to the
Pooling and Servicing Agreement and upon certain events of
default) or control the Trust Fund.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K
(a) 1. Servicer's Annual Statement of compliance for the
period ended 12/31/97.
2. Servicer's Independent Accountant's Report on
Servicer's servicing activities.
(b) Current Reports on Form 8-K for the Trust were filed on
11/26/97 and 12/24/97.
(c) No consent of auditors with respect to the audit reports
filed herewith are required.
Pursuant to the requirements of Section 13 or 15(d) 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.
AMRESCO MORTGAGE CAPITAL, INC.
AS GENERAL PARTNER OF
AMRESCO SERVICES, L.P., IN
ITS CAPACITY AS SERVICER UNDER
THE POOLING AND SERVICING
AGREEMENT ON BEHALF OF ASSET
SECURITIZATION CORPORATION,
REGISTRANT
By:/s/_______________________________
Name: William J. Sweeney, Jr.
Title: Vice President
By:/s/_______________________________
Name: John W. Benson
Title: Assistant Secretary and Senior
Legal Counsel
Date: March 16, 1998
EXHIBIT INDEX
Exhibit No. Description
99.1 Servicer's Annual Statement of Compliance.
99.2 Servicer's Independent Accountant's Report on
Servicer's servicing activities.
EXHIBIT 99.1
SERVICER'S ANNUAL STATEMENT OF COMPLIANCE
March 13, 1998
LaSalle National Bank
135 South LaSalle Street
Suite 1740
Chicago, Illinois 60674-4107
Attention: Asset Backed Securities Trust Services -- Nomura 1997-D5
Ladies & Gentlemen:
Reference is made to the Pooling and Servicing Agreement dated as
of October 24, 1997, among Asset Securitization Corporation, as
Depositor, AMRESCO Services, L.P., ("ASLP") as Servicer, AMRESCO
Management, Inc. ("AMI") as Initial Special Servicer, LaSalle
National Bank, as Trustee, and ABN AMRO Bank, N.V., as Fiscal
Agent, entered into in connection with Asset Securitization
Corporation Commercial Mortgage Pass-Through Certificates, Series
1997-D4 (the "PSA").
As Senior Vice President of ASLP, I have delegated to specified
officers ("Officers") the responsibility for reviewing and
monitoring the activities of ASLP, and of our performance under
the PSA.
Accordingly, pursuant to Section 3.14 of the PSA and in
accordance with certifications made to me by each of the
Officers, ASLP certifies the following:
(1) A review of the activities of ASLP for the period from
October 24, 1997 to December 31, 1997, and of its performance
under this PSA has been made under the supervision of the
Officers, who have in turn been under my supervision;
(2) To the best of my knowledge and the Officers' knowledge,
based on such review, ASLP has fulfilled its obligations as
Servicer in all material respects under the PSA throughout the
period from October 24, 1997 to December 31, 1997;
(3) No sub-servicers, other than affiliates of ASLP, were used
by ASLP with respect to its duties under the PSA during the
period from October 24, 1997 to December 31, 1997; and
LaSalle National Bank
(4) To the best of my knowledge and the Officers' knowledge,
ASLP has not received any notice regarding the qualification, or
challenging the status, of the Series 1997-D5 Upper-Tier REMIC or
Lower-Tier REMIC as a REMIC from the Internal Revenue Service or
any other governmental agency or body.
Please refer to the enclosed independent accountants' report
dated January 30, 1998, delivered pursuant to Section 3.15 of the
PSA, which discusses the results of their review of our
activities under this PSA and which is incorporated herein by
reference.
Very truly yours,
/s/
Daniel B. Kirby
Senior Vice President
AMRESCO Services, L.P.
Enclosures
cc: Asset Securitization Corporation
2 World Financial Center
Building B, 21st Floor
New York, NY 10281-1198
Attention: Mr. Perry Gershon and
Ms. Sheryl McAfee
Fitch Investors Service, L.P.
One State Street Plaza
New York, NY 10004
Attention: Commercial Mortgage Surveillance
Moody's Investor Service, Inc.
99 Church Street, 4th Floor
New York, NY 10007
Attention: Commercial Mortgage Backed Securities Surveillance
LaSalle National Bank
Enclosures:
Standard & Poor's Rating Service
26 Broadway, 10th Floor
New York, NY 10004
Attention: Commercial Mortgage Surveillance
Cadwalader, Wickersham & Taft
100 Maiden Lane
New York, NY 10038
Attention: Anna H. Glick, Esq.
EXHIBIT 99.2
SERVICER'S INDEPENDENT ACCOUNTANT'S
REPORT ON SERVICER'S SERVICING ACTIVITY
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors of AMRESCO Services, L.P.:
We have examined management's assertion about AMRESCO Services,
L.P.'s (the "Company") (a wholly owned subsidiary of AMRESCO,
Inc.) compliance with minimum servicing standards identified in
the Mortgage Bankers Association of America's Uniform Single
Attestation Program for Mortgage Bankers ("USAP") as of and for
the year ended December 31, 1997, included in the accompanying
management assertion. Management is responsible for the
Company's compliance with these servicing standards. Our
responsibility is to express an opinion on management's assertion
about the Company's compliance based on our examination.
Our examination was made in accordance with standards established
by the American Institute of Certified Public Accountants and
accordingly, included examining, on a test basis, evidence about
the Company's compliance with the servicing standards and
performing such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a
reasonable basis for our opinion. Our examination does not
provide a legal determination on the Company's compliance with
the servicing standards or its servicing agreements.
In our opinion, management's assertion that AMRESCO Services,
L.P. complied with the aforementioned minimum servicing standards
as of and for the year ended December 31, 1997, is fairly stated,
in all material respects.
January 30, 1998
Deloitte & Touche LLP
January 30, 1998
Deloitte & Touche LLP
Texas Commerce Tower
220 Ross Avenue
Suite 1600
Dallas, Texas 75201
Dear Sirs:
As of and for the year ended December 31, 1997, AMRESCO
Services, L. P., a subsidiary of AMRESCO, INC., has complied
in all material respects with the minimum servicing standards
set forth in the Mortgage Bankers Association of America's
Uniform Single Attestation Program for Mortgage Bankers
(USAP).
A list of the securitized and bond-related servicing
contracts covered by this representation is included in
Appendix A.
For the period January 1, 1997 through December 30, 1997,
AMRESCO Services, L. P. had in effect a fidelity bond in the
amount of $10,000,000, errors and omissions liability
coverage in the amount of $5,000,000, and mortgage impairment
protection in the amount of $20,000,000. Beginning December
31, 1997, AMRESCO Services, L. P. increased its coverage,
resulting in a fidelity bond in the amount of $23,000,000,
errors and omissions liability coverage in the amount of
$10,000,000, and mortgage impairment protection in the amount
of $23,000,000.
/s/________________________________ January 30, 1998
Donnie M. Skidmore Date
President
/s/________________________________ January 30, 1998
Daniel B. Kirby Date
Senior Vice President
Appendix A, Page 1
Following is a list of the securitized and bond-related
servicing contracts which are covered by the attached USAP
representation.
Contract Date Reference Name Seller, Depositor or other
Primary Party
Aug. 1, 1991 RTC 1991 M-1 Resolution Trust
Corporation
Nov. 1, 1991 RTC 1991 M-5 Resolution Trust
Corporation
Mar. 1, 1992 RTC 1992 C-2 Resolution Trust
Corporation
Apr. 1, 1992 RTC 1992 C-3 Resolution Trust
Corporation
Sept. 1, 1992 RTC 1992 C-6 Resolution Trust
Corporation
Nov. 1, 1992 RTC 1992 C-8 Resolution Trust
Corporation
Jan. 1, 1993 RTC 1993 C-1 Resolution Trust
Corporation
Mar. 15, 1993 Investors Savings 1988-A
NationsBank of Virginia, N.A.
Aug. 12, 1993 Ross Park Mall 1993-A Penn
Ross Joint Venture
Sept. 10, 1993 Salomon 1993 C-1 Salomon
Brothers Mortgage Securities VII, Inc.
Oct. 26, 1993 Kidder 1993 C1 (Crown) Kidder
Peabody Acceptance Corporation I
Nov. 12, 1993 DLJ 1993 MF17 DLJ
Mortgage Acceptance Corp.
Dec. 1, 1993 New England 1993-1 New
England Mutual Life Insurance Co.
Feb. 1, 1994 Forest City 1994-1 Nomura
Asset Securities Corporation
Apr. 5, 1994 Freehold Raceway Mall
Freemall Finance, Inc.
June 1, 1995 NationsBanc 1995 M2
NationsBanc Mortgage Capital Corporation
Aug. 1, 1995 SASCO 1995 C-3 Structured
Asset Securities Corporation
Aug. 15, 1995 Lakewood 1994 C-1
Lakewood Mall Finance Company
Sept. 1, 1995 Oregon 1995-1 Oregon
Commercial Mortgage, Inc. 1995-1
Oct. 1, 1995 Nomura 1995 MD IV Asset
Securitization Corporation
July 1, 1995 JP Morgan 1995 C-1 J.P.
Morgan Commercial Mortgage Finance Corp.
Jan. 1, 1996 JP Morgan 1996 C-2 J.P.
Morgan Commercial Mortgage Finance Corp.
June 1, 1996 JP Morgan 1996 C-3 J.P.
Morgan Commercial Mortgage Finance Corp.
Apr. 2, 1996 Nomura 1996 MD V Nomura
Asset Securities Corporation
May 1, 1996 NationsLink 1996-1
NationsLink Funding Corporation
May 29, 1996 Equitable S/A 174 The
Equitable Life Assurance Society of the U.S.
June 28, 1996 Colonial Realty LP
Colonial Realty Limited Partnership
July 1, 1996 Security Capital Atlantic
Security Capital Atlantic Multifamily, Inc.
Aug. 1, 1996 Crystal Mortgage 1996-1
Crystal Run Property, Inc.
Oct. 1, 1996 SASCO 1996 C-1 Structured
Asset Securities Corporation
Oct. 23, 1996 Nomura 1996 D-3 Asset
Securitization Corporation
Nov. 25, 1996 Hospitality 1996 C-1
Hospitality Properties Mortgage Acceptance Corp.
Dec. 17, 1996 Nomura 1996 MD VI Asset
Securitization Corporation
Dec. 17, 1996 Potomac Gurnee Finance
Potomac Gurnee Finance Corp.
Appendix A, Page 2
Contract Date Reference Name Seller,
Depositor or other Primary Party
Feb. 1, 1997 IDB 1993-A Nomura
Securities International, Inc.
Feb. 6, 1997 JP Morgan 1997 C-4 J.P.
Morgan Commercial Mortgage Finance Corp.
Mar. 27, 1997 Nomura 1997 D-4 Asset
Securitization Corporation
Apr. 30, 1997 Franklin Park Finance
Franklin Park Finance, Inc.
Apr. 30, 1997 Willowbrook Finance
Willowbrook Finance Corporation
June 30, 1997 MSCI 1997 HF1 Morgan
Stanley Capital I, Inc.
June 30, 1997 MSCI 1997 WF1 Morgan
Stanley Capital I, Inc.
July 8, 1997 ACMF 1997 C-1 AMRESCO
Commercial Mortgage
Funding I Corporation
Aug. 14, 1997 GSM 1997-GL I GS Mortgage
Securities Corporation II
Sep. 29, 1997 SASCO 1997 C-1 Structured
Asset Securities Corporation
Oct. 24, 1997 Nomura 1997 D-5 Asset
Securitization Corporation
Nov. 3, 1997 USC Oakbrook 1997-1 USC
Oakbrook, Inc.
Nov. 25, 1997 CSFB 1997-PS1 Credit
Suisse First Boston Mortgage
Securities Corp.
