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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) August 24, 2000
Salomon Brothers Mortgage Securities VII, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 333-84249-07 13-2439681
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
388 Greenwich Street, New York, New York 10013
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 783-5635
Seven World Trade Center, New York, New York, 10048
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On August 24, 2000, a single series of certificates, entitled Salomon Brothers
Mortgage Securities VII, Inc., Commercial Mortgage Pass-Through Series 2000-C2
(the "Certificates"), was issued pursuant to a pooling and servicing agreement
(the "Pooling and Servicing Agreement"), dated as of August 1, 2000, among
Salomon Brothers Mortgage Securities VII, Inc. as depositor (the "Depositor"),
ORIX Real Estate Capital Markets, LLC as master servicer (the "Master
Servicer") and special servicer (the "Special Servicer"), and Wells Fargo Bank
Minnesota, N.A. as trustee (the "Trustee"). The Certificates will consist of
18 classes identified as the "Class X Certificates", the "Class A-1
Certificates", the "Class A-2 Certificates", the "Class B Certificates", the
"Class C Certificates", the "Class D Certificates", the "Class E Certificates",
the "Class F Certificates", the "Class G Certificates", the "Class H
Certificates", the "Class J Certificates", the "Class K Certificates", the
"Class L Certificates", the "Class M Certificates", the "Class N Certificates",
the "Class P Certificates", the "Class R Certificates" and the "Class Y
Certificates", respectively. The Certificates were issued in exchange for and
to evidence the entire beneficial ownership interest in, the assets of a trust
fund (the "Trust Fund"), consisting primarily of a segregated pool (the
"Mortgage Pool") of 192 multifamily and commercial mortgage loans (the
"Mortgage Loans") having, as of the close of business on August 1, 2000 (the
"Cut-off Date"), an aggregate principal balance of $781,523,168 (the "Initial
Pool Balance"), after taking into account all payments of principal due on the
Mortgage Loans on or before such date, whether or not received. The Depositor
acquired the Mortgage Loans from Salomon Brothers Realty Corp ("SBRC"),
PaineWebber Real Estate Securities Inc. ("PWRES"), Artesia Mortgage Capital
Corporation ("AMCC") and ORIX Real Estate Capital Markets, LLC ("ORIX"; and,
together with SBRC, PWRES and AMCC, the "Mortgage Loan Sellers"), pursuant to
certain mortgage loan purchase agreements between the Depositor and each of the
Mortgage Loan Sellers. SBRC is an affiliate of the Depositor. The Depositor
transferred the Mortgage Loans to the Trustee for the benefit of the holders of
the Certificates. The Depositor sold the Class A-1, Class A-2, Class B, Class
C, Class D, Class E, Class F and Class G Certificates to Salomon Smith Barney
Inc. ("SSBI"), PaineWebber Incorporated ("PaineWebber"), Chase Securities Inc.
("Chase") and Artesia Banking Corporation ("Artesia") as underwriters (SSBI,
PaineWebber, Chase and Artesia, together in such capacity, the "Underwriters"),
pursuant to an underwriting agreement dated as of August 15, 2000 (the
"Underwriting Agreement"), among the Depositor and the Underwriters. A form of
the Pooling and Servicing Agreement is attached hereto as Exhibit 99.1, and a
form of Underwriting Agreement is attached hereto as Exhibit 99.2.
The Class A-1 Certificates have an initial aggregate principal balance (a
"Certificate Balance") of $114,610,000. The Class A-2 Certificates have an
initial Certificate Balance of $483,255,000. The Class B Certificates have an
initial Certificate Balance of $33,214,000. The Class C Certificates have an
initial Certificate Balance of $33,215,000. The Class D Certificates have an
initial Certificate Balance of $7,815,000. The Class E Certificates have an
initial Certificate Balance of $11,723,000. The Class F Certificates have an
initial Certificate Balance of $13,677,000. The Class G Certificates have an
initial notional amount of $9,769,000.
Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to them in the Pooling and Servicing Agreement.
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Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired:
Not applicable.
(b) Pro Forma financial information:
Not applicable.
(c) Exhibits:
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Exhibit No. Description
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99.1 Pooling and Servicing Agreement
99.2 Underwriting Agreement
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to the signed on its behalf by the
undersigned, thereunto duly authorized.
Date: September 5, 2000
SALOMON BROTHERS MORTGAGE
SECURITIES VII, INC.
By: /s/ Angela Hutzel
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Name: Angela Hutzel
Title: Assistant Vice President
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EXHIBIT INDEX
The following exhibits are filed herewith:
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Exhibit No.
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99.1 Pooling and Servicing Agreement
99.2 Underwriting Agreement
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