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: April 28, 2004
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(Date of earliest event reported)
Banc of America Commercial Mortgage Inc.
(as depositor under the Pooling and Servicing Agreement,
dated as of April 1, 2004,
relating to the Banc of America Commercial Mortgage Inc.
Commercial Mortgage Pass-Through Certificates, Series 2004-2)
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(Exact name of registrant as specified in its charter)
Delaware 333-89322-05 56-1950039
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
214 North Tryon Street, NC1-027-21-02, Charlotte, North Carolina 28255
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (704) 386-2400
Item 5. Other Events.
Attached as Exhibit 4 is the Pooling and Servicing Agreement dated
as of April 1, 2004 (the "Pooling and Servicing Agreement"), by and among Banc
of America Commercial Mortgage Inc. (the "Company"), as depositor, Bank of
America, N.A., as master servicer, Midland Loan Services, Inc., as special
servicer, LaSalle Bank National Association, as trustee and REMIC administrator
and ABN AMRO Bank N.V, as fiscal agent. The Pooling and Servicing Agreement
governs the Banc of America Commercial Mortgage Inc. Commercial Mortgage
Pass-Through Certificates, Series 2004-2 (the "Certificates"), including the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class XP, Class B, Class
C, Class D and Class E Certificates (the "Publicly Offered Certificates"), which
were issued on April 1, 2004 with an aggregate principal balance as of April 1,
2004 of $1,051,930,069. The Publicly Offered Certificates were sold to Banc of
America Securities LLC ("BAS"), Bear, Stearns & Co. Inc. ("Bear"), Goldman,
Sachs & Co. ("Goldman Sachs") and Wachovia Capital Markets, LLC ("Wachovia")
pursuant to an Underwriting Agreement, dated April 1, 2004, among BAS, Bear,
Goldman Sachs and Wachovia, as underwriters, and the Company.
Attached as Exhibit 8 is the opinion of Cadwalader, Wickersham &
Taft LLP, special tax counsel to the Company, regarding tax matters (the "Tax
Matters Opinion"), provided in connection with the issuance of the Certificates.
Attached as Exhibit 99.1 is the Mortgage Loan Purchase and Sale
Agreement dated as of April 14, 2004, by and between Bank of America, N.A.
("Bank of America") and the Company (the "Bank of America Mortgage Loan Purchase
and Sale Agreement").
Attached as Exhibit 99.2 is the Mortgage Loan Purchase and Sale
Agreement dated as of April 14, 2004, by and between Bear Stearns Commercial
Mortgage, Inc. ("BSCMI") and the Company (the "BSCMI Mortgage Loan Purchase and
Sale Agreement").
Capitalized terms used herein and not defined herein have the same
meanings ascribed to such terms in the Pooling and Servicing Agreement.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit 4 Pooling and Servicing Agreement
Exhibit 8 Tax Matters Opinion
Exhibit 99.1 Bank of America Mortgage Loan Purchase and Sale Agreement
Exhibit 99.2 BSCMI Mortgage Loan Purchase and Sale Agreement
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.
BANC OF AMERICA COMMERCIAL MORTGAGE INC.
By: /s/ Manish Parwani
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Name: Manish Parwani
Title: Vice President
Date: April 28, 2004
Exhibit Index
Item 601(a) of Regulation Paper (P) or
S-K Exhibit No. Description Electronic (E)
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4 Pooling and Servicing Agreement E
8 Tax Matters Opinion E
99.1 Bank of America Mortgage Loan E
Purchase and Sale Agreement
99.2 BSCMI Mortgage Loan Purchase and E
Sale Agreement