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: July 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 July 1, 2004,
relating to the Banc of America Commercial Mortgage Inc.
Commercial Mortgage Pass-Through Certificates, Series 2004-3)
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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 July 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, and
Wells Fargo Bank, N.A., as trustee and REMIC administrator. The Pooling and
Servicing Agreement governs the Banc of America Commercial Mortgage Inc.
Commercial Mortgage Pass-Through Certificates, Series 2004-3 (the
"Certificates"), including the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class B, Class C, Class D and Class E Certificates (the "Publicly Offered
Certificates"), which were issued on July 14, 2004 with an aggregate principal
balance as of July 1, 2004 of $782,927,364. The Publicly Offered Certificates
were sold to Banc of America Securities LLC ("BAS"), Bear, Stearns & Co. Inc.
("Bear"), and Goldman, Sachs & Co. ("Goldman Sachs") pursuant to an Underwriting
Agreement, dated June 30, 2004, among BAS, Bear, and Goldman Sachs, 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 is the Mortgage Loan Purchase and Sale
Agreement dated as of July 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").
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 Bank of America 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/ Nidhi Kapila
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Name: Nidhi Kapila
Title: Vice President
Date: July 28, 2004
Exhibit Index
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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 Bank of America Mortgage Loan E
Purchase and Sale Agreement