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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) June 18, 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 333-4554 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) 648-3636
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Item 5. Other Events
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Filing of Marketing Materials.
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Pursuant to Rule 424(b) under the Securities Act of 1933, concurrently
with, or subsequent to, the filing of this Current Report on Form 8-K (the
"Form 8-K"), J.P. Morgan Commercial Mortgage Finance Corp. (the "Company") is
filing a prospectus and a prospectus supplement with the Securities and
Exchange Commission relating to its Mortgage Pass-Through Certificates,
Series 1997-SPTL-C1.
In connection with the offering of the Mortgage Pass-Through
Certificates, Series 1997-SPTL-C1, J.P. Morgan Securities Inc., Morgan
Stanley & Co. Incorporated and Dabney/Resnick/Imperial as underwriters of
the Class A1, Class A2, Class B, Class C, Class D and Class X Certificates
(together, the "Underwriters"), have prepared certain materials (the
"Marketing Materials") for distribution to their potential investors.
Although the Company provided the Underwriters with certain information
regarding the characteristics of the Mortgage Loans, it did not participate
in the preparation of the Marketing Materials. Such Marketing Materials were
furnished to investors solely by the Underwriters and not by the Company or
any of its affiliates. J.P. Morgan Securities Inc., Morgan Stanley & Co.
Incorporated and Dabney/Resnick/Imperial are acting as underwriters and not
as agents for the Company or its affiliates in connection with the
transaction. The Marketing Materials attached hereto as Exhibit 99 are filed
on Form SE dated June 20.
Item 7. Financial Statements, Pro Forma Financial
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Information and Exhibits.
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(c) Exhibits.
The exhibit number corresponds with Item 601(b) of Regulation S-K.
Exhibit No. Description
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99 Marketing Materials.
filed on Form SE dated June 20, 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/ Leonard Van Drunen
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Name: Leonard Van Drunen
Title: Vice President
Dated: June 20, 1997
Exhibit Index
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Exhibit Page
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99. Marketing Materials filed on Form SE
dated June 20, 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:
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Name: Leonard Van Drunen
Title: Vice President
Dated: June 20, 1997
