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: July 17, 2003
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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 July 1, 2003, relating to the Wachovia
Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2003-C5)
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(Exact name of registrant as specified in its charter)
North Carolina 333-83930-05 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
Item 5. Other Events.
On July 8, 2003, a single series of mortgage pass-through
certificates, entitled Wachovia Bank Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2003-C5 (the "Certificates"), was
issued pursuant to a pooling and servicing agreement (the "Pooling Agreement")
attached hereto as Exhibit 4.1, and dated as of July 1, 2003, among Wachovia
Commercial Mortgage Securities, Inc. as depositor (the "Registrant"), Wachovia
Bank, National Association, as master servicer, Lennar Partners, Inc., as
special servicer and Wells Fargo Bank Minnesota, N.A., as trustee. The
Certificates consist of twenty-two classes (each, a "Class") of Certificates,
four of which Classes are designated as the "Class A-1 Certificates", the "Class
A-2 Certificates", the "Class B Certificates" and the "Class C Certificates"
(collectively, the "Offered Certificates"); and eighteen of which Classes are
designated as the "Class A-1A Certificates", the "Class D Certificates", the
`Class E Certificates", the "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 P Certificates",
the "Class X-C Certificates", the "Class X-P 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 152 commercial mortgage loans (the "Mortgage
Loans") having an aggregate principal balance as of the Cut-Off Date of
approximately $1,200,914,923. 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 "Wachovia Loans") were acquired by the Registrant from
Wachovia Bank, National Association ("Wachovia") pursuant to a Mortgage Loan
Purchase Agreement, dated as of July 1, 2003, between the Registrant and
Wachovia, certain of the Mortgage Loans (the "Citigroup Loans") were acquired by
the Registrant from Citigroup Global Markets Realty Corp. ("Citigroup") pursuant
to a Mortgage Loan Purchase Agreement, dated as of July 1, 2003, between the
Registrant and Citigroup, certain of the Mortgage Loans (the "Nomura Loans")
were acquired by the Registrant from Nomura Credit & Capital, Inc. ("Nomura")
pursuant to a Mortgage Loan Purchase Agreement, dated as of July 1, 2003,
between the Registrant and Nomura and certain of the Mortgage Loans (the
"Artesia Loans") were acquired by the Registrant from Artesia Mortgage Capital
Corporation ("Artesia", and collectively with Wachovia, Citigroup and Nomura,
the "Sellers") pursuant to a Mortgage Loan Purchase Agreement, dated as of July
1, 2003, between the Registrant and Artesia. The source of funds for payment of
the purchase price for the Wachovia Loans, the Citigroup Loans, the Nomura Loans
and the Artesia Loans paid by the registrant to the Sellers was derived from the
sale of the Certificates by the Registrant to Wachovia Capital Markets, LLC
(successor in interest to Wachovia Securities, LLC) ("Wachovia Securities"),
Citigroup Global Markets Inc. ("Citigroup Securities"). Nomura Securities
International, Inc. ("Nomura Securities") and Lehman Brothers Inc. ("Lehman")
pursuant to an Underwriting Agreement, dated June 24, 2003, among the
Registrant, Wachovia Securities, Citigroup Securities, Nomura Securities and
Lehman (pertaining to the Offered Certificates), and a Certificate Purchase
Agreement, dated June 24, 2003, among the Registrant, Wachovia Securities,
Citigroup Securities and Nomura Securities (pertaining to the Class A-1A, Class
X-C, Class X-P, Class D, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class O and Class P Certificates). The Registrant is
a wholly-owned limited purpose finance subsidiary of Wachovia. On July 1, 2003,
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 June 12,
2003, and the Prospectus Supplement, dated June 24, 2003 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 June 24, 2003, among Wachovia
Commercial Mortgage Securities, Inc., Wachovia Bank,
National Association, Wachovia Capital Markets, LLC
(successor in interest to Wachovia Securities, LLC),
Citigroup Global Markets, Inc. Nomura Securities
International, Inc. and Lehman Brothers Inc..
(4.1) Pooling and Servicing Agreement, dated as of July 1, 2003,
among Wachovia Commercial Mortgage Securities, Inc., as
depositor, Wachovia Bank, National Association, as master
servicer, Lennar Partners, Inc., as special servicer and
Wells Fargo Bank Minnesota, N.A., as trustee.
(99.1) Mortgage Loan Purchase Agreement, dated as of July 1, 2003
between Wachovia Commercial Mortgage Securities, Inc. and
Wachovia Bank, National Association.
(99.2) Mortgage Loan Purchase Agreement, dated as of July 1,
2003, between Wachovia Commercial Mortgage Securities,
Inc. and Citigroup Global Markets Realty Corp.
(99.3) Mortgage Loan Purchase Agreement, dated as of July 1,
2003, between Wachovia Commercial Mortgage Securities,
Inc. and Nomura Credit & Capital, Inc..
(99.4) Mortgage Loan Purchase Agreement, dated as of July 1,
2003, between Wachovia Commercial Mortgage Securities,
Inc. and Artesia Mortgage Capital Corporation.
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/ William J. Cohane
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Name: William J. Cohane
Title: Vice President
Date: July 17, 2003