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: March 12, 2002
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(Date of earliest event reported)
Wachovia Commercial Mortgage Securities, Inc.
(as depositor under the Pooling and Servicing Agreement,
dated as of February 10, 2002, relating to the
First Union National Bank Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2002-C1)
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(Exact name of registrant as specified in its charter)
North Carolina 333-68246 56-1643598
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
301 South College Street, Charlotte, North Carolina 28288-0166
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (704) 374-6161
ITEMS 1 THROUGH 4, ITEM 6 AND ITEMS 8 AND 9 ARE NOT INCLUDED BECAUSE THEY ARE
NOT APPLICABLE.
ITEM 5. OTHER EVENTS
On February 25, 2002, a single series of mortgage pass-through
certificates, entitled First Union National Bank Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2002-C1 (the
"Certificates"), was issued pursuant to a pooling and servicing agreement (the
"Pooling Agreement") attached hereto as Exhibit 4.1, and dated as of
February 10, 2002, among Wachovia Commercial Mortgage Securities, Inc. (formerly
known as First Union Commercial Mortgage Securities, Inc., as depositor (the
"Registrant"), First Union National Bank, as master servicer, GMAC Commercial
Mortgage Corporation, as special servicer, LaSalle Bank National Association, as
paying agent, and Wells Fargo Bank Minnesota, N.A., as trustee. The Certificates
consist of twenty classes (each, a "Class") of Certificates, five of which
Classes are designated as the "Class A-1 Certificates", the "Class A-2
Certificates", the "Class B Certificates", the "Class C Certificates", and the
"Class D Certificates" (collectively, the "Offered Certificates"); and fifteen
of which Classes are designated as the "Class E Certifivates", "Class F
Certificates", the "Class G Certificates", the "Class H Certificates", the
"Class J Certificates", the "Class K Certificates", the "Class L Certificates",
the "Class M Certificates", the "Class N Certificates", the "Class O
Certificates", the "Class IO-I Certificates", the "Class IO-II Certificates",
the "Class Z Certificates", the "Class R-I Certificates" and the "Class R-II
Certificates" (collectively, the "Private Certificates"). The Certificates
evidence in the aggregate the entire beneficial ownership interest in a trust
fund (the "Trust Fund") consisting primarily of 106 multifamily and commercial
mortgage loans (the "Mortgage Loans") having an aggregate principal balance as
of the Cut-Off Date of approximately $728,324,739. Each Mortgage Loan is secured
by a mortgage lien on a fee or leasehold interest in an income producing
property. Certain of the Mortgage Loans (the "GACC Loans") were acquired by the
Registrant from German American Capital Corporation ("GACC") pursuant to a
Mortgage Loan Purchase Agreement, dated as of February 10, 2002, between the
Registrant and GACC, certain of the Mortgage Loans (the "LaSalle Loans") were
acquired by the Registrant from LaSalle Bank National Association ("LaSalle")
pursuant to a Mortgage Loan Purchase Agreement, dated as February 10, 2002,
between the Registrant and LaSalle and certain of the Mortgage Loans (the "FUNB
Loans") were acquired by the Registrant from First Union National Bank ("FUNB",
and collectively with GACC and LaSalle, the "Sellers") pursuant to a Mortgage
Loan Purchase Agreement, dated as of February 10, 2002, between the Registrant
and FUNB. The source of funds for payment of the purchase price for the GACC
Loans, LaSalle Loans and the FUNB Loans paid by the Registrant to the Sellers
was derived from the sale of the Certificates by the Registrant to First Union
Securities, Inc. ("FUSI"), Deutsche Banc Alex. Brown Inc. ("Deutsche Banc") and
ABN AMRO Incorporated ("ABN AMRO") pursuant to an Underwriting Agreement, dated
February 14, 2002, among the Registrant, FUNB, FUSI, Deutsche Banc and ABN AMRO
(pertaining to the Offered Certificates), and a Certificate Purchase Agreement,
dated February 20, 2002, among the Registrant, FUNB, FUSI and Deutsche Banc
(pertaining to the Class IO-I, Class IO-II, Class E, Class F, Class G, Class H,
Class J, Class K, Class L, Class M, Class N and Class O Certificates). The
Registrant is a wholly-owned limited purpose finance subsidiary of FUNB. On
February 25, 2002, the Registrant transferred the Mortgage Loans to the Trust
Fund pursuant to the Pooling Agreement. The consideration received by the
Registrant in exchange for such transfer consisted of the Certificates. The
Offered Certificates and the Mortgage Loans are more particularly described in
the Prospectus, dated February 6, 2002, and the Prospectus Supplement, dated
February 14, 2002 as previously filed with the Securities and Exchange
Commission pursuant to Rule 424(b)(5). Capitalized terms used but not otherwise
defined herein have the meanings set forth in the Prospectus Supplement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements - Not Applicable.
(b) Pro Forma Financial Information - Not Applicable.
(c) Exhibits
Item 601(a)
of Regulation S-K
Exhibit No. Description
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(1.1) Underwriting Agreement, dated February 14, 2002, among
First Union Commercial Mortgage Securities, Inc., First
Union National Bank, First Union Securities, Inc.,
Deutsche Banc Alex. Brown Inc. and ABN AMRO Incorporated
(4.1) Pooling and Servicing Agreement, dated as of February 10,
2002, among First Union Commercial Mortgage Securities,
Inc., as depositor, First Union National Bank, as master
servicer, GMAC Commercial Mortgage Corporation, as special
servicer, LaSalle Bank National Association, as paying
agent, and Wells Fargo Bank Minnesota, N.A., as trustee.
(99.1) Mortgage Loan Purchase Agreement, dated as of February 10,
2002, between First Union Commercial Mortgage Securities,
Inc. and First Union National Bank.
(99.2) Mortgage Loan Purchase Agreement, dated as of February 10,
2002, between First Union Commercial Mortgage Securities,
Inc. and German American Capital Corporation.
(99.3) Mortgage Loan Purchase Agreement, dated as of February 10,
2002, between First Union Commercial Mortgage Securities,
Inc. and LaSalle Bank National Association.
Pursuant to the requirements 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.
WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC.
By: /s/ Timothy F. Danello
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Name: Timothy F. Danello
Title: Senior Vice President
Date: March 12, 2002
INDEX TO EXHIBITS
Paper (P) or
Exhibit No. Description Electronic (E)
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(1.1) Underwriting Agreement, dated February 14, 2002, E
among First Union Commercial Mortgage
Securities, Inc., First Union National Bank,
First Union Securities, Inc., Deutsche Banc
Alex. Brown Inc. and ABN AMRO Incorporated
(4.1) Pooling and Servicing Agreement, dated as of E
February 10, 2002, among First Union Commercial
Mortgage Securities, Inc., as depositor, First
Union National Bank, as master servicer, GMAC
Commercial Mortgage Corporation, as special
servicer, LaSalle Bank National Association, as
paying agent, and Wells Fargo Bank Minnesota,
N.A., as trustee.
(99.1) Mortgage Loan Purchase Agreement, dated as of E
February 10, 2002, between First Union Commercial
Mortgage Securities, Inc. and First Union
National Bank.
(99.2) Mortgage Loan Purchase Agreement, dated as of E
February 10, 2002, between First Union Commercial
Mortgage Securities, Inc. and German American
Capital Corporation.
(99.3) Mortgage Loan Purchase Agreement, dated as of E
February 10, 2002, between First Union Commercial
Mortgage Securities, Inc. and LaSalle Bank
National Association.