ITEM 1. BUSINESS
This Annual Report on Form 10-K relates to the Trust Fund formed, and the Commercial Mortgage Pass-Through Certificates, Series 1996-D3 issued, pursuant to a Pooling and Servicing Agreement, dated as of October 1, 1996 (the "Pooling and Servicing Agreement"), by and among Asset Securitization Corporation (the "Company"), as depositor, AMRESCO Management, Inc., as servicer, CRIIMI MAE Services Limited Partnership, as Special 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 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.
ITEM 2. PROPERTIES
Not applicable
ITEM 3.
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, the Special Servicer or the Servicer with respect to or affecting their respective duties under the Pooling and Servicing Agreement.
ITEM 4.
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.
PART II
ITEM 5.
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, 1996. 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.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF A FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Not applicable.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Not applicable.
ITEM 9.
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 12/31/96.
2. Servicer's Independent Accountant's Report on Servicer's servicing activities.
3. Special Servicer's Annual Statement of Compliance for the period ended 12/31/96.
4. Special Servicer's Independent Accountant's Report on Special Servicer's servicing activities.
(b) Current Reports on Form 8-K for the Trust were filed on November 22 and December 19, 1996.
(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 MANAGEMENT, INC., IN ITS CAPACITY AS SERVICER UNDER THE POOLING AND SERVICING AGREEMENT ON BEHALF OF ASSET SECURITIZATION CORPORATION REGISTRANT
By: /s/ William J. Sweeney, Jr. Title: Vice President
By: /s/ John W. Benson Name: John W. Benson Title: Assistant Secretary and Counsel
EXHIBIT INDEX
Exhibit No. Description
99.1 Servicer's Annual Statement of Compliance 99.2 Servicer's Independent Accountants' Report on Servicer's servicing activities 99.3 Special Servicer's Annual Statement of Compliance 99.4 Special Servicer's Independent Accountants' Report on Special Servicer's servicing activities
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Servicer's Annual Statement of Compliance for the period ended 12/31/96.
2. Servicer's Independent Accountant's Report on Servicer's servicing activities.
3. Special Servicer's Annual Statement of Compliance for the period ended 12/31/96.
4. Special Servicer's Independent Accountant's Report on Special Servicer's servicing activities.
(b) Current Reports on Form 8-K for the Trust were filed on November 22 and December 19, 1996.
(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 MANAGEMENT, INC., IN ITS CAPACITY AS SERVICER UNDER THE POOLING AND SERVICING AGREEMENT ON BEHALF OF ASSET SECURITIZATION CORPORATION REGISTRANT
By: /s/ William J. Sweeney, Jr. Title: Vice President
By: /s/ John W. Benson Name: John W. Benson Title: Assistant Secretary and Counsel
EXHIBIT INDEX
Exhibit No. Description
99.1 Servicer's Annual Statement of Compliance 99.2 Servicer's Independent Accountants' Report on Servicer's servicing activities 99.3 Special Servicer's Annual Statement of Compliance 99.4 Special Servicer's Independent Accountants' Report on Special Servicer's servicing activities