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 5, 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 February 1, 2004, relating to the Wachovia
Bank Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2004-C10)
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(Exact name of registrant as specified in its charter)
North Carolina 333-108944-03 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 February 26, 2004, a single series of mortgage pass-through
certificates, entitled Wachovia Bank Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2004-C10 (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 1, 2004, among Wachovia
Commercial Mortgage Securities, Inc. as depositor (the "Registrant"), Wachovia
Bank, National Association, as master servicer, and special servicer with
respect to the 11 Madison Avenue Loan, Lennar Partners, Inc., as special
servicer, except with respect to the 11 Madison Avenue Loan, and Wells Fargo
Bank, N.A., as trustee. The Certificates consist of twenty-seven 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 nineteen of which Classes are
designated as the "Class A-1A 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 SL Certificates", the "Class X-C
Certificates", the "Class X-P Certificates", the "Class Z-I Certificates", the
"Class Z-II Certificates", the "Class Z-III 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
102 commercial mortgage loans (the "Mortgage Loans") having an aggregate
principal balance as of the Cut-Off Date of approximately $1,290,099,569. 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
February 1, 2004, 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 February 1, 2004, 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 and Citigroup, the "Sellers") pursuant to a Mortgage
Loan Purchase Agreement, dated as of February 1, 2004, between the Registrant
and Artesia. The source of funds for payment of the purchase price for the
Wachovia 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"), Banc of America Securities LLC and
Goldman, Sachs & Co. pursuant to an Underwriting Agreement, dated February 12,
2004, among the Registrant, Wachovia Securities, Citigroup Global Markets, Banc
of America Securities LLC and Goldman, Sachs & Co. (pertaining to the Offered
Certificates), and a Certificate Purchase Agreement, dated February 12, 2004,
among the Registrant, Wachovia Securities and Citigroup Global Markets
(pertaining to the Class A-1A, Class X-C, Class X-P, Class F, Class G, Class H,
Class J, Class K, Class L, Class M, Class N, Class O, Class P and Class SL
Certificates). The Registrant is a wholly-owned limited purpose finance
subsidiary of Wachovia. On February 1, 2004, 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 4, 2004, and the
Prospectus Supplement, dated February 12, 2004 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 12, 2004, among
Wachovia Commercial Mortgage Securities, Inc., Wachovia Bank,
National Association, Wachovia Capital Markets, LLC, Citigroup
Global Markets, Inc., Banc of America Securities LLC and
Goldman, Sachs & Co.
(4.1) Pooling and Servicing Agreement, dated as of February 1, 2004,
among Wachovia Commercial Mortgage Securities, Inc., as
depositor, Wachovia Bank, National Association, as master
servicer, and special servicer with respect to the 11 Madison
Avenue Loan, Lennar Partners, Inc., as special servicer,
except with respect to the 11 Madison Avenue Loan and Wells
Fargo Bank, N.A., as trustee.
(99.1) Mortgage Loan Purchase Agreement, dated as of February 1, 2004
between Wachovia Commercial Mortgage Securities, Inc. and
Wachovia Bank, National Association.
(99.2) Mortgage Loan Purchase Agreement, dated as of February 1,
2004, between Wachovia Commercial Mortgage Securities, Inc.
and Citigroup Global Markets Realty Corp.
(99.3) Mortgage Loan Purchase Agreement, dated as of February 1,
2004, 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: Managing Director
Date: March 5, 2004