8-K 1 file001.txt FORM 8-K 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: June 18, 2004 ------------------------------ (Date of earliest event reported) Wachovia Commercial Mortgage Securities, Inc. ------------------------------------------------------------- (Exact name of registrant as specified in its charter) North Carolina 333-108944 56-1643598 ------------------------------------------------------------------------------- (State or Other (Commission (I.R.S. Employer Jurisdiction of File Number) Identification No.) Incorporation) 301 South College Street, Charlotte, North Carolina 28288-0166 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (704) 374-6161 ITEM 5. OTHER EVENTS. Attached are certain structural and collateral term sheets (the "Term Sheets") furnished to the Registrant on behalf of the underwriters by Wachovia Capital Markets, LLC (and when joined by Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and Greenwich Capital Markets, Inc., the "Underwriters"), in respect of the Registrant's proposed offering of Commercial Mortgage Pass-Through Certificates, Series 2004-C12 (the "Certificates"). The 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 Certificates will be registered pursuant to the Act under the Registrant's Registration Statement on Form S-3 (No. 333-108944) (the "Registration Statement"). The Registrant hereby incorporates the Term Sheets by reference in the Registration Statement. The Term Sheets were prepared by the Underwriters; the Registrant did not prepare or participate in the preparation of the Term Sheets. Any statement or information contained in the Term Sheets shall be modified and superseded for purposes of the Prospectus and the Registration Statement by statements or information contained in the Prospectus. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits Exhibit 99 Term Sheets. -2- 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 ---------------------------------------------- Name: William J. Cohane Title: Managing Director Date: June 22, 2004 -3- Exhibit Index Item 601(a) of Regulation S-K Exhibit No. Description Page ----------- ----------- ---- 99 Term Sheets