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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) December 19, 2000
Salomon Brothers Mortgage Securities VII, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 333-40426-01 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) 816-6000
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On December 19, 2000, a single series of certificates, entitled Salomon Brothers
Mortgage Securities VII, Inc., Commercial Mortgage Pass-Through Certificates,
Series 2000-C3 (the "Certificates"), was issued pursuant to a pooling and
servicing agreement (the "Pooling and Servicing Agreement"), dated as of
December 1, 2000, among Salomon Brothers Mortgage Securities VII, Inc. as
depositor (the "Depositor"), Midland Loan Services, Inc. as master servicer (the
"Master Servicer"), Lennar Partners, Inc. as special servicer (the "Special
Servicer"), Wells Fargo Bank Minnesota, N.A. as trustee (the "Trustee") and
LaSalle Bank National Association as Certificate Administrator and as Tax
Administrator. 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 180 multifamily and
commercial mortgage loans (the "Mortgage Loans") having, as of the close of
business on their respective due dates in December 2000 (individually and
collectively, the "Cut-off Date"), an aggregate principal balance of
$914,661,061 (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"), Greenwich Capital Financial Products, Inc.
("GCFP"), LaSalle Bank National Association ("LBNA") and Artesia Mortgage
Capital Corporation ("AMCC"; and, together with SBRC, GCFP and LBNA, 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 and Class F
Certificates to Salomon Smith Barney Inc. ("SSBI"), Greenwich Capital Markets,
Inc. ("Greenwich"), Chase Securities Inc. ("Chase"), Deutsche Bank Securities
Inc. ("Deutsche"), J.P. Morgan Securities Inc. ("J.P. Morgan") and, solely
outside the United States, ABN AMRO Bank N.V. ("ABN AMRO") as underwriters
(SSBI, Greenwich, Chase, Deutsche, J.P. Morgan and ABN AMRO, together in such
capacity, the "Underwriters"), pursuant to an underwriting agreement dated as of
December 12, 2000 (the "Underwriting Agreement"), among the Depositor and the
Underwriters. A form of the Pooling and Servicing Agreement is attached hereto
as Exhibit 4.1, and a form of Underwriting Agreement is attached hereto as
Exhibit 1.1.
The Class A-1 Certificates have an initial aggregate principal balance (a
"Certificate Balance") of $180,689,000. The Class A-2 Certificates have an
initial Certificate Balance of $523,600,000. The Class B Certificates have an
initial Certificate Balance of $43,446,000. The Class C Certificates have an
initial Certificate Balance of $36,586,000. The Class D Certificates have an
initial Certificate Balance of $13,720,000. The Class E Certificates have an
initial Certificate Balance of $13,720,000. The Class F Certificates have an
initial Certificate Balance of $13,720,000.
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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1.1 Underwriting Agreement
4.1 Pooling and Servicing 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: December 19, 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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<CAPTION>
Exhibit No.
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1.1 Underwriting Agreement
4.1 Pooling and Servicing Agreement
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