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): August 25, 2004 ---------------- Wachovia Commercial Mortgage Securities, Inc. -------------------------------------------------------------------------------- (Exact name of registrant specified in Charter) North Carolina 333-108944 56-1643598 -------------------------------------------------------------------------------- (State or other (Commission (IRS 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, INCLUDING AREA CODE: (704) 374-6161 No Change -------------------------------------------------------------------------------- (Former name and former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01 Entry into a Material Definitive Agreement Item 2.01 Completion of Acquisition or Disposition of Assets ------------ On August 25, 2004, a single series of mortgage pass-through certificates, entitled Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2004-C14 (the "Certificates"), was issued pursuant to a pooling and servicing agreement (the "Pooling Agreement") attached hereto as Exhibit 4.1, and dated as of August 1, 2004, among Wachovia Commercial Mortgage Securities, Inc. as depositor (the "Registrant"), Wachovia Bank, National Association, as master servicer, Allied Capital Corporation, as special servicer, LaSalle Bank National Association, as trustee and ABN AMRO Bank, N.V., as fiscal agent. The Certificates consist of twenty-six classes (each, a "Class") of Certificates, seven 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 B Certificates", the "Class C Certificates", and the "Class D Certificates" (collectively, the "Offered Certificates"); and nineteen of which Classes are designated as the "Class A-1A Certificates", the "Class E 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 MAD Certificates", the "Class PP 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 81 commercial mortgage loans (the "Mortgage Loans") having an aggregate principal balance as of the Cut-Off Date of approximately $1,097,030,350. 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 August 1, 2004, between the Registrant and Wachovia and certain of the Mortgage Loans (the "Artesia Loans") were acquired by the Registrant from Artesia Mortgage Capital Corporation ("Artesia", and collectively with Wachovia, the "Sellers") pursuant to a Mortgage Loan Purchase Agreement, dated as of August 1, 2004, between the Registrant and Artesia. The source of funds for payment of the purchase price for the Wachovia 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"), Goldman, Sachs & Co. and Greenwich Capital Markets, Inc. pursuant to an Underwriting Agreement, dated August 12, 2004, among the Registrant, Wachovia Securities, Goldman, Sachs & Co. and Greenwich Capital Markets, Inc. (pertaining to the Offered Certificates), and a Certificate Purchase Agreement, dated August 12, 2004, among the Registrant and Wachovia Securities (pertaining to the Class A-1A, Class X-C, Class X-P, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M. Class N, Class O, Class P, Class MAD and Class PP Certificates). The Registrant is a wholly-owned limited purpose finance subsidiary of Wachovia. On August 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 June 17, 2004, and the Prospectus Supplement, dated August 12, 2004 as preciously 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 8.01 Other Events. This Current Report on form 8-K is being filed for the purposes of filing certain opinions of Dechert LLP, counsel to the Registrant, in connection with the offering of the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2004-C14. ITEM 9.01. Financial Statements, Pro Forma 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 ----------- ----------- (1.1) Underwriting Agreement, dated August 12, 2004, among Wachovia Commercial Mortgage Securities, Inc., Wachovia Bank, National Association, Wachovia Capital Markets, LLC, Goldman, Sachs & Co. and Greenwich Capital Markets, Inc. (4.1) Pooling and Servicing Agreement, dated as of August 1, 2004, among Wachovia Commercial Mortgage Securities, Inc., as depositor, Wachovia Bank, National Association, as master servicer, Allied Capital Corporation, as special servicer, Wells Fargo Bank, N.A., as trustee and ABN AMRO Bank, N.V., as fiscal agent (5.1) Legality Opinion of Dechert LLP (8.1) Tax Opinion of Dechert LLP (23.1) Consent of Dechert LLP (included in Exhibits) (99.1) Mortgage Loan Purchase Agreement, dated as of August 1, 2004 between Wachovia Commercial Mortgage Securities, Inc. and Wachovia Bank, National Association (99.2) Mortgage Loan Purchase Agreement, dated as of August 1, 2004, between Wachovia Commercial Mortgage Securities, Inc. and Artesia Mortgage Capital Corporation SIGNATURES 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: August 30, 2004 EXHIBIT INDEX Item 601(a) of Regulation S-K Exhibit No. Description Page No. ----------- ----------- -------- (1.1) Underwriting Agreement, dated August 12, 2004, among Wachovia Commercial Mortgage Securities, Inc., Wachovia Bank, National Association, Wachovia Capital Markets, LLC, Goldman, Sachs & Co. and Greenwich Capital Markets, Inc. (4.1) Pooling and Servicing Agreement, dated as of August 1, 2004, among Wachovia Commercial Mortgage Securities, Inc., as depositor, Wachovia Bank, National Association, as master servicer, Allied Capital Corporation, as special servicer, Wells Fargo Bank, N.A., as trustee and ABN AMRO Bank, N.V., as fiscal agent (5.1) Legality Opinion of Dechert LLP (8.1) Tax Opinion of Dechert LLP (23.1) Consent of Dechert LLP (included in Exhibits) (99.1) Mortgage Loan Purchase Agreement, dated as of August 1, 2004 between Wachovia Commercial Mortgage Securities, Inc. and Wachovia Bank, National Association (99.2) Mortgage Loan Purchase Agreement, dated as of August 1, 2004, between Wachovia Commercial Mortgage Securities, Inc. and Artesia Mortgage Capital Corporation