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: May 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 April 1, 2004, relating to the Wachovia
Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2004-C11)
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(Exact name of registrant as specified in its charter)
North Carolina 333-108944-04 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 April 30, 2004, a single series of mortgage pass-through
certificates, entitled Wachovia Bank Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2004-C11 (the "Certificates"), was
issued pursuant to a pooling and servicing agreement (the "Pooling Agreement")
attached hereto as Exhibit 4.1, and dated as of April 1, 2004, 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, N.A., as trustee. The Certificates
consist of twenty-five classes (each, a "Class") of Certificates, nine 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 A-5 Certificates", the "Class B Certificates", the "Class C
Certificates", the "Class D Certificates" and the "Class E Certificates"
(collectively, the "Offered Certificates"); and sixteen 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 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 $1,041,488,309. 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 April 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 April
1, 2004, between the Registrant and Citigroup, 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 April 1, 2004, between the Registrant and Eurohypo 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 Eurohypo, the "Sellers") pursuant to a Mortgage Loan Purchase
Agreement, dated as of April 1, 2004, between the Registrant and Artesia. The
source of funds for payment of the purchase price for the Wachovia Loans, the
Citigroup Loans, the Eurohypo 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"), J.P. Morgan Securities Inc. and
Goldman, Sachs & Co. pursuant to an Underwriting Agreement, dated April 21,
2004, among the Registrant, Wachovia Securities, Citigroup Global Markets, J.P.
Morgan Securities Inc. and Goldman, Sachs & Co. (pertaining to the Offered
Certificates), and a Certificate Purchase Agreement, dated April 21, 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 and Class P Certificates). The Registrant
is a wholly-owned limited purpose finance subsidiary of Wachovia. On April 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 April 9, 2004, and the Prospectus Supplement, dated April 21,
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 April 21, 2004, among
Wachovia Commercial Mortgage Securities, Inc., Wachovia
Bank, National Association, Wachovia Capital Markets, LLC,
Citigroup Global Markets, Inc., J.P. Morgan Securities Inc.
and Goldman, Sachs & Co.
(4.1) Pooling and Servicing Agreement, dated as of April 1, 2004,
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, N.A., as trustee.
(99.1) Mortgage Loan Purchase Agreement, dated as of April 1, 2004
between Wachovia Commercial Mortgage Securities, Inc. and
Wachovia Bank, National Association.
(99.2) Mortgage Loan Purchase Agreement, dated as of April 1,
2004, between Wachovia Commercial Mortgage Securities, Inc.
and Citigroup Global Markets Realty Corp.
(99.3) Mortgage Loan Purchase Agreement, dated as of April 1,
2004, between Wachovia Commercial Mortgage Securities, Inc.
and Artesia Mortgage Capital Corporation.
(99.4) Mortgage Loan Purchase Agreement, dated as of April 1,
2004, between Wachovia Commercial Mortgage Securities, Inc.
and Eurohypo AG, New York Branch.
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: May 6, 2004
INDEX TO EXHIBITS
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Paper (P) or
Exhibit No. Description Electronic (E)
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(1.1) Underwriting Agreement, dated April 21, (E)
2004, among Wachovia Commercial Mortgage
Securities, Inc., Wachovia Bank, National
Association, Wachovia Capital Markets, LLC,
Citigroup Global Markets, Inc., J.P. Morgan
Securities Inc. and Goldman, Sachs & Co.
(4.1) Pooling and Servicing Agreement, dated as of (E)
April 1, 2004, 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,
N.A., as trustee.
(99.1) Mortgage Loan Purchase Agreement, dated as (E)
of April 1, 2004 between Wachovia Commercial
Mortgage Securities, Inc. and Wachovia Bank,
National Association.
(99.2) Mortgage Loan Purchase Agreement, dated as (E)
of April 1, 2004, between Wachovia
Commercial Mortgage Securities, Inc. and
Citigroup Global Markets Realty Corp.
(99.3) Mortgage Loan Purchase Agreement, dated as (E)
of April 1, 2004, between Wachovia
Commercial Mortgage Securities, Inc. and
Artesia Mortgage Capital Corporation.
(99.4) Mortgage Loan Purchase Agreement, dated as (E)
of April 1, 2004, between Wachovia
Commercial Mortgage Securities, Inc. and
Eurohypo AG, New York Branch.