UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 9, 2004
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J.P. Morgan Chase Commercial Mortgage Securities Corp.
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(Exact name of registrant as specified in its charter)
New York 333-105805 13-3789046
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
270 Park Avenue
New York, New York 10167
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 834-9280
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(Former name or former address, if changed since last report.)
Item 5. Other Events.
Attached as exhibits are Computational Materials (as defined in the
no-action letter dated May 20, 1994 issued by the Securities and Exchange
Commission (the "Commission") to Kidder, Peabody Acceptance Corporation I,
Kidder, Peabody & Co. Incorporated and Kidder Structured Asset Corporation, as
modified by a no-action letter issued by the staff of the Commission on May 27,
1994 to the Public Securities Association (the "PSA")) furnished to the
Registrant by J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, PNC Capital Markets, Inc. and Nomura Securities International,
Inc. (the "Underwriters") in respect of the Registrant's proposed offering of
certain classes of the Commercial Mortgage Pass-Through Certificates, Series
2004-PNC1 (the "Offered Certificates").
The Offered Certificates will be offered pursuant to a Prospectus
and related Prospectus Supplement (together, the "Prospectus"), which will be
filed with the Commission pursuant to Rule 424 under the Securities Act of 1933,
as amended (the "Act"). The Offered Certificates will be registered pursuant to
the Act under the Registrant's Registration Statement on Form S-3 (No.
333-105805) (the "Registration Statement"). The Registrant hereby incorporates
the Computational Materials by reference in the Registration Statement.
The Computational Materials were prepared solely by the
Underwriters, and the Registrant did not prepare or participate in the
preparation of the Computational Materials.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Item 601(a)
of Regulation S-K
Exhibit No. Description
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(99.1) Computational Materials prepared by J.P.
Morgan Securities Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, PNC
Capital Markets, Inc. and Nomura
Securities International, Inc. in
connection with certain classes of the
J.P. Morgan Chase Commercial Mortgage
Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series
2004-PNC1.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: June 15, 2004
J.P. MORGAN CHASE COMMERCIAL
MORTGAGE SECURITIES CORP.
By: /s/ Mark Levine
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Name: Mark Levine
Title: Vice President
INDEX TO EXHIBITS
Paper (P) or
Exhibit No. Description Electronic (E)
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(99.1) Computational Materials prepared by J.P. E
Morgan Securities Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, PNC
Capital Markets, Inc. and Nomura
Securities International, Inc. in
connection with certain classes of the
J.P. Morgan Chase Commercial Mortgage
Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series
2004-PNC1.