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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) September 8, 1997
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J.P. Morgan Commercial Mortgage Finance Corp.
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(Exact Name of Registrant as Specified in Charter)
Delaware 333-31095 13-3789046
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
60 Wall Street
New York, New York 10260
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(Address of Principal Executive
Offices and Zip Code)
Registrant's telephone number, including area code (212) 648-9344
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Item 5. Other Events
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Filing of Computational Materials.
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In connection with the proposed offering of J.P. Morgan Commercial
Mortgage Finance Corp. (the "Company") Mortgage Pass-Through Certificates,
Series 1997-C5, J.P. Morgan Securities Inc., Prudential Securities
Incorporated and Smith Barney Inc. (collectively, the "Underwriters") have
prepared certain materials (the "Computational Materials") for distribution
to their potential investors. Although the Company provided the Underwriters
with certain information regarding the characteristics of the mortgage loans
in the related portfolio, it did not participate in the preparation of the
Computational Materials.
For the purposes of this Form 8-K, Computational Materials shall mean
computer generated tables and/or charts displaying, with respect to any Class
or Classes of Certificates, any of the following: yield; average life;
duration; expected maturity; interest rate sensitivity; loss sensitivity;
cash flow characteristics; background information regarding the mortgage
loans; the proposed structure; decrement tables; or similar information
(tabular or otherwise) of a statistical, mathematical, tabular or
computational nature. The Computational Materials are attached hereto as
Exhibit 99.
Item 7. Financial Statements, Pro Forma Financial
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Information and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
The exhibit number corresponds with Item 601(b) of Regulation S-K.
Exhibit No. Description
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99 Computational Materials on
Form SE dated September 16, 1997
SIGNATURES
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.
J.P. MORGAN COMMERCIAL MORTGAGE
FINANCE CORP.
By: /s/ Bianca Russo
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Name: Bianca A. Russo
Title: Vice President
Dated: September 16, 1997
Exhibit Index
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Exhibit Page
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99. Computational Materials filed on Form SE
dated September 16, 1997 6
IN ACCORDANCE WITH RULE 202 OF
REGULATION S-T, THESE COMPUTATIONAL
MATERIALS ARE BEING FILED IN PAPER PURSUANT
TO A CONTINUING HARDSHIP EXEMPTION;
AND IN ACCORDANCE WITH RULE 311 OF
REGULATION S-T, THESE COMPUTATIONAL
MATERIALS ARE BEING FILED IN PAPER
EXHIBIT 99
COMPUTATIONAL MATERIALS
for
J.P. MORGAN COMMERCIAL MORTGAGE FINANCE CORP.
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-C5
