ASSET SECURITIZATION CORP COM MOR PS THR CERT SER 1999-C2
8-K, 1999-10-25
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:  OCTOBER 25 , 1999
(Date of earliest event reported)


                       ASSET SECURITIZATION CORPORATION,
                         COMMERCIAL MORTGAGE ASSET TRUST
          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1999-C2
          -------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

         Delaware                   333-53859                 13-3672337
- --------------------------------------------------------------------------------

      (State or Other              (Commission             (I.R.S. Employer
       Jurisdiction                File Number)           Identification No.)
     of 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  99.1  to  this  Current  Report  are  certain
materials  (the  "Computational  Materials")  furnished  to  the  Registrant  by
Goldman,  Sachs & Co.,  Nomura  Securities  International,  Inc. and  Donaldson,
Lufkin & Jenrette Securities Corporation (the "Underwriters"),  the Underwriters
in respect of the  Registrant's  Commercial  Mortgage  Asset  Trust,  Commercial
Mortgage Pass-Through  Certificates,  Series 1999-C2 (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.   333-53859)  (the   "Registration
Statement").  The Registrant hereby incorporates the Computational  Materials by
reference in the Registration Statement.

            The   Computational   Materials   were   prepared   solely   by  the
Underwriters,  and  the  Registrant  did  not  prepare  or  participate  in  the
preparation of the Computational Materials.

            Any  statement  or  information   contained  in  the   Computational
Materials  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 No.                      Description
      -----------                      -----------

          99.1                   Computational Materials



<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/ Brad Altberger
                                       ----------------------------
                                       Name:  Brad Altberger
                                       Title: Vice President

Date:  October 25, 1999



<PAGE>




                                  EXHIBIT INDEX



  Exhibit No.               Description             Paper (P) or Electronic (E)
  -----------               -----------             ---------------------------

      99.1            Computational Materials                  P



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