Pursuant to Rule 424(b)(3)
File No. 333-53859-02
SUPPLEMENT, DATED AS OF DECEMBER 15, 1999, TO PROSPECTUS SUPPLEMENT
DATED OCTOBER 15, 1999 AND PROSPECTUS DATED OCTOBER 15, 1999
$23,359,000
COMMERCIAL MORTGAGE ASSET TRUST ("CMAT")
Commercial Mortgage Pass-Through Certificates, Series 1999-C2
Class B
The Prospectus Supplement, dated October 15, 1999 (the "Prospectus
Supplement") is hereby amended and supplemented by this Supplement (the
"Supplement") as indicated below. Terms used herein and not otherwise defined
have the meanings given them in the Prospectus Supplement.
As described in the Prospectus Supplement, the Trust Fund issued
Commercial Mortgage Asset Trust, Commercial Mortgage Pass-Through Certificates,
Series 1999-C2, which include the Class B Certificates (the "Class B
Certificates").
$23,359,000 of Certificate Balance of the Class B Certificates (the "SAT
Class B Certificates") were acquired by Subordinate Assets Trust ("SAT"), an
affiliate of the Depositor, from the Depositor in connection with the initial
issuance of the Class B Certificates. SAT intends to sell the SAT Class B
Certificates (the "SAT Class B Offered Certificates") to Nomura Securities
International, Inc. ("NSI"). NSI intends to resell the SAT Class B Offered
Certificates pursuant to this Supplement and the accompanying Prospectus
Supplement and Prospectus.
Because this Supplement is being used in connection with the offer and
sale of the SAT Class B Offered Certificates by NSI, the following portions of
the Prospectus Supplement do not apply and are deemed deleted from such
document:
(a) the pricing table and related footnotes on the cover page of the
Prospectus Supplement;
(b) the references to "Goldman, Sachs & Co" and "Donaldson, Lufkin &
Jenrette" at the bottom of the cover page of the Prospectus Supplement;
(c) the seventh paragraph on the cover page of the Prospectus Supplement,
with respect to the delivery of the Certificates by the Underwriters;
(d) the text under the caption "Underwriters" in the "Summary of
Prospectus Supplement" on page S-10 in the Prospectus Supplement;
(e) the "Use of Proceeds" section on page S-147 of the Prospectus
Supplement; and
(f) the "Underwriting" section on page S-153 of the Prospectus Supplement.
PLAN OF DISTRIBUTION
This Supplement and the accompanying Prospectus Supplement and Prospectus
are being used by NSI in connection with the offer and sale of the SAT Class B
Offered Certificates. The Depositor will not receive any proceeds from such
transaction. NSI will purchase the SAT Class B Offered Certificates from SAT at
97.296875% of the aggregate principal balance thereof and will resell the SAT
Class B Offered Certificates at a negotiated price. NEITHER GOLDMAN, SACHS & CO.
NOR DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION ARE ACTING AS
UNDERWRITERS, AGENTS OR BROKERS WITH RESPECT TO THE OFFER AND SALE OF THE SAT
CLASS B OFFERED CERTIFICATES AND ARE NOT RESPONSIBLE FOR THE CONTENT OF THIS
SUPPLEMENT OR THE ATTACHED PROSPECTUS SUPPLEMENT OR PROSPECTUS IN CONNECTION
WITH SUCH OFFER AND SALE. NSI is an affiliate of SAT and the Depositor.
NOMURA SECURITIES INTERNATIONAL, INC.
