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: January 6, 2004
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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 December 1, 2003, relating to the Wachovia
Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2003-C9)
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(Exact name of registrant as specified in its charter)
North Carolina 333-108944-02 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 December 23, 2003, a single series of mortgage pass-through
certificates, entitled Wachovia Bank Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2003-C9 (the "Certificates"), was
issued pursuant to a pooling and servicing agreement (the "Pooling Agreement")
attached hereto as Exhibit 4.1, and dated as of December 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, Wells Fargo Bank Minnesota, N.A., as trustee, and LaSalle Bank
National Association, as Paying Agent. 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 118 commercial mortgage loans
(the "Mortgage Loans") having an aggregate principal balance as of the Cut-Off
Date of approximately $1,149,211,695. 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 December 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 December 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 December 1, 2003, between the Registrant and Citigroup, certain of the
Mortgage Loans (the "ABN AMRO Loans") were acquired by the Registrant from ABN
AMRO Bank N.V., Chicago Branch ("ABN AMRO Bank") pursuant to a Mortgage Loan
Purchase Agreement, dated as of December 1, 2003, between the Registrant and ABN
AMRO Bank and certain of the Mortgage Loans (the "LaSalle Loans") were acquired
by the Registrant from LaSalle Bank National Association ("LaSalle", and
collectively with Wachovia, Eurohypo, Citigroup and ABN AMRO Bank, the
"Sellers") pursuant to a Mortgage Loan Purchase Agreement, dated as of December
1, 2003, between the Registrant and LaSalle. The source of funds for payment of
the purchase price for the Wachovia Loans, the Eurohypo Loans, the Citigroup
Loans, the ABN AMRO Loans and the LaSalle 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") and
Goldman Sachs & Co. ("Goldman Sachs") pursuant to an Underwriting Agreement,
dated December 11, 2003, among the Registrant, Wachovia Securities, Citigroup
Global Markets, ABN AMRO and Goldman Sachs (pertaining to the Offered
Certificates), and a Certificate Purchase Agreement, dated December 11, 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
December 23, 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
December 11, 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 December 11, 2003, among
Wachovia Commercial Mortgage Securities, Inc., Wachovia Bank,
National Association, Wachovia Capital Markets, LLC, Citigroup
Global Markets, Inc., ABN AMRO Incorporated and Goldman Sachs
& Co.
(4.1) Pooling and Servicing Agreement, dated as of December 1, 2003,
among Wachovia Commercial Mortgage Securities, Inc., as
depositor, Wachovia Bank, National Association, as master
servicer, Lennar Partners, Inc., as special servicer, Wells
Fargo Bank Minnesota, N.A., as trustee, and LaSalle Bank
National Association, as paying agent.
(99.1) Mortgage Loan Purchase Agreement, dated as of December 1, 2003
between Wachovia Commercial Mortgage Securities, Inc. and
Wachovia Bank, National Association.
(99.2) Mortgage Loan Purchase Agreement, dated as of December 1,
2003, between Wachovia Commercial Mortgage Securities, Inc.
and Eurohypo AG, New York Branch.
(99.3) Mortgage Loan Purchase Agreement, dated as of December 1,
2003, between Wachovia Commercial Mortgage Securities, Inc.
and Citigroup Global Markets Realty Corp.
(99.4) Mortgage Loan Purchase Agreement, dated as of December 1,
2003, between Wachovia Commercial Mortgage Securities, Inc.
and ABN AMRO Bank N.V., Chicago Branch.
(99.5) Mortgage Loan Purchase Agreement, dated as of December 1,
2003, between Wachovia 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/ Charles L. Culbreth
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Name: Charles L. Culbreth
Title: Managing Director
Date: January 6, 2004