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: December 2, 2003
- ---------------------------------
(Date of earliest event reported)
Wachovia Commercial Mortgage Securities, Inc. (as depositor under the Pooling
and Servicing Agreement, dated as of November 1, 2003, relating to the
Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2003-C8)
------------------------------------------------------
(Exact name of registrant as specified in its charter)
North Carolina 333-108944-01 56-1643598
- --------------------------------------------------------------------------------
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
301 South College Street, Charlotte, North Carolina 28288-0166
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (704) 374-6161
Item 5. Other Events.
On November 25, 2003, a single series of mortgage pass-through
certificates, entitled Wachovia Bank Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2003-C8 (the "Certificates"), was
issued pursuant to a pooling and servicing agreement (the "Pooling Agreement")
attached hereto as Exhibit 4.1, and dated as of November 1, 2003, among Wachovia
Commercial Mortgage Securities, Inc. as depositor (the "Registrant"), Wachovia
Bank, National Association, as master servicer, Clarion Partners, LLC, as
special servicer and Wells Fargo Bank Minnesota, N.A., as trustee. The
Certificates consist of twenty-three classes (each, a "Class") of Certificates,
eight of which Classes are designated as the "Class A-1 Certificates", the
"Class A-2 Certificates", the "Class A-3 Certificates", the "Class A-4
Certificates", the "Class B Certificates", the "Class C Certificates", the
"Class D Certificates" and the "Class E Certificates" (collectively, the
"Offered Certificates"); and fifteen of which Classes are designated as 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 54
commercial mortgage loans (the "Mortgage Loans") having an aggregate principal
balance as of the Cut-Off Date of approximately $974,238,294. 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 November 1, 2003,
between the Registrant and Wachovia, certain of the Mortgage Loans (the
"Eurohypo Loans") were acquired by the Registrant from Eurohypo AG, New York
Branch ("Eurohypo") pursuant to a Mortgage Loan Purchase Agreement, dated as of
November 1, 2003, between the Registrant and Eurohypo, 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 November 1, 2003, between the Registrant and Citigroup
and certain of the Mortgage Loans (the "Artesia Loans") were acquired by the
Registrant from Artesia Mortgage Capital Corporation ("Artesia", and
collectively with Wachovia, Eurohypo and Citigroup, the "Sellers") pursuant to a
Mortgage Loan Purchase Agreement, dated as of November 1, 2003, between the
Registrant and Artesia. The source of funds for payment of the purchase price
for the Wachovia Loans, the Eurohypo Loans, the Citigroup 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 ("Wachovia
Securities"), Citigroup Global Markets Inc. ("Citigroup Global Markets"), ABN
AMRO Incorporated ("ABN AMRO"), Goldman Sachs & Co. ("Goldman Sachs") and Morgan
Stanley & Co. Incorporated ("Morgan Stanley") pursuant to an Underwriting
Agreement, dated November 14, 2003, among the Registrant, Wachovia Securities,
Citigroup Global Markets, ABN AMRO, Goldman Sachs and Morgan Stanley (pertaining
to the Offered Certificates), and a Certificate Purchase Agreement, dated
November 14, 2003, among the Registrant, Wachovia Securities and Citigroup
Global Markets (pertaining to the Class X-C, Class X-P, 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 November 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 November 14, 2003, and the
Prospectus Supplement, dated November 14, 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
- ----------- -----------
(1.1) Underwriting Agreement, dated November 14, 2003, among
Wachovia Commercial Mortgage Securities, Inc., Wachovia
Bank, National Association, Wachovia Capital Markets, LLC,
Citigroup Global Markets, Inc., ABN AMRO Incorporated,
Goldman Sachs & Co. and Morgan Stanley & Co. Incorporated.
(4.1) Pooling and Servicing Agreement, dated as of November 1,
2003, among Wachovia Commercial Mortgage Securities, Inc.,
as depositor, Wachovia Bank, National Association, as
master servicer, Clarion Partners, LLC, as special
servicer and Wells Fargo Bank Minnesota, N.A., as trustee.
(99.1) Mortgage Loan Purchase Agreement, dated as of November 1,
2003 between Wachovia Commercial Mortgage Securities, Inc.
and Wachovia Bank, National Association.
(99.2) Mortgage Loan Purchase Agreement, dated as of November 1,
2003, between Wachovia Commercial Mortgage Securities,
Inc. and Eurohypo AG, New York Branch.
(99.3) Mortgage Loan Purchase Agreement, dated as of November 1,
2003, between Wachovia Commercial Mortgage Securities,
Inc. and Citigroup Global Markets Realty Corp.
(99.4) Mortgage Loan Purchase Agreement, dated as of November 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/ Charles L. Culbreth
-----------------------------------------
Name: Charles L. Culbreth
Title: Managing Director
Date: December 2, 2003