STRUCTURED ASSET SEC CORP COM MORT PAS THR CERTS SER 2000-C3
8-K, 2000-05-12
ASSET-BACKED SECURITIES
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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)  MAY 4, 2000

                   STRUCTURED ASSET SECURITIES CORPORATION
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

        Delaware                    333-49129                   74-2440858
(State or Other Jurisdiction       (Commission                (IRS Employer
of Incorporation)                  File Number)             Identification No.)


200 Vesey Street, New York, New York                               10285
- ----------------------------------------                      -----------------
(Address of Principal Executive Offices)                        (Zip Code)


Registrant's telephone number, including area code (212) 526-7000


- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


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ITEM 5.  OTHER EVENTS.

         It is expected that during May 2000, a single series of certificates,
expected to be titled LB-UBS Commercial Mortgage Trust 2000-C3, Commercial
Mortgage Pass-Through Certificates, Series 2000-C3 (the "Certificates"), will be
issued pursuant to a pooling and servicing agreement (the "Pooling and Servicing
Agreement"), to be entered into by and among Structured Asset Securities
Corporation (the "Registrant") and a master servicer, a special servicer, a
trustee and a fiscal agent. Certain classes of the Certificates (the
"Underwritten Certificates") will be registered under the Registrant's
registration statement on Form S-3 (no. 333-49129) and sold to Lehman Brothers
Inc., Morgan Stanley & Co. Incorporated and Deutsche Bank Securities Inc. (the
"Underwriters") pursuant to an underwriting agreement between the Registrant and
the Underwriters.

         In connection with the expected sale of the Underwritten Certificates,
the Registrant has been advised that prospective investors have been furnished
with certain materials attached hereto as Exhibit 99.1 that constitute
"Computational Materials" (as defined in the no-action letter dated May 20, 1994
issued by the Division of Corporation Finance of the Securities and Exchange
Commission (the "Commission") to Kidder, Peabody Acceptance Corporation I,
Kidder, Peabody & Co. Incorporated, and Kidder Structured Asset Corporation and
the no-action letter dated May 27, 1994 issued by the Division of Corporation
Finance of the Commission to the Public Securities Association) and/or "ABS Term
Sheets" (as defined in the no-action letter dated February 17, 1995 issued by
the Division of Corporation Finance of the Commission to the Public Securities
Association).

         The materials attached hereto have been prepared and provided to the
Registrant with respect to the Underwritten Certificates. The information in
such materials is preliminary and will be superseded by the final Prospectus
Supplement relating to the Underwritten Certificates and by any other similar
information subsequently filed with the Commission. To the extent any materials
previously filed by the Registrant with respect to the Underwritten Certificates
are inconsistent with the materials attached hereto, such previously filed
materials are superseded by the materials attached hereto.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(a)  FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED:

         Not applicable.

(b) PRO FORMA FINANCIAL INFORMATION:

         Not applicable.

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(c)  EXHIBITS:

Exhibit No.       Description

99.1              Certain materials constituting Computational Materials and/or
                  ABS Term Sheets prepared and disseminated in connection with
                  the expected sale of the Underwritten Certificates*.



- --------
* Filed on May 12, 2000, under cover of Form SE pursuant to and under Rule 311
of Regulation S-T.


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                                   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, thereunto duly authorized.

Date: May 12, 2000

                                        STRUCTURED ASSET SECURITIES
                                            CORPORATION

                                               By: /s/ Paul A. Hughson
                                                  -----------------------------
                                                  Name: Paul A. Hughson
                                                  Title: Senior Vice President




                                       4
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                                  EXHIBIT INDEX

                  The following exhibits are filed herewith:

EXHIBIT NO.                                                          PAGE NO.

9.1          Certain materials constituting Computational
             Materials and/or ABS Term Sheets in connection
             with the expected sale of the Underwritten
             Certificates*.




- ----------------
* Filed on May 12, 2000, under cover of Form SE pursuant to and under Rule 311
of Regulation S-T.


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