SUPPLEMENT, DATED NOVEMBER 9, 1999, TO PROSPECTUS SUPPLEMENT DATED
OCTOBER 15, 1999 AND PROSPECTUS DATED OCTOBER 15, 1999
$4,627,000
COMMERCIAL MORTGAGE ASSET TRUST ("CMAT")
Commercial Mortgage Pass-Through Certificates, Series 1999-C2
Class D
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 D Certificates (the "Class D Certificates").
$4,627,000 of Certificate Balance of the Class D Certificates (the "SAT
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 D Certificates. SAT intends to sell the SAT Certificates to Nomura
Securities International, Inc. ("NSI"). NSI intends to resell the SAT
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 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
Certificates. The Depositor will not receive any proceeds from such transaction.
NSI will purchase the SAT Certificates from SAT at 95.09375% of the aggregate
principal balance thereof and will resell the SAT 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 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.
