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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) July 26, 1999
Salomon Brothers Mortgage Securities VII, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
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<S> <C> <C>
Delaware 333-72647 13-3439681
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
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<S> <C>
388 Greenwich Street, New York, New York 10013
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(Address of Principal Executive Offices) (Zip Code)
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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.
It is expected that during August, 1999, a single series of
certificates, entitled Mortgage Pass-Through Certificates, Series 1999-C1 (the
"Certificates"), will be issued pursuant to a pooling and servicing agreement,
to be entered into by and among Salomon Brothers Mortgage Securities VII, Inc.
(the "Registrant"), as depositor and a master servicer, special servicer and
trustee. Certain classes of the Certificates (the "Underwritten Certificates")
will be registered under the Registrant's registration statement no. 333-72647
(the "Registration Statement") on Form S-3, and sold to Salomon Smith Barney,
Inc. ("Salomon") and Bank of America Securities LLC ("BAS"; and, together with
Salomon, the "Underwriters") pursuant to an underwriting agreement to be entered
into by and between the Registrant and the Underwriters.
In connection with the issuance of the Underwritten Certificates, the
Registrant has engaged Sidley & Austin, New York, New York, to act as special
counsel. Pursuant to the rules and regulations of the Securities and Exchange
Commission under the Securities Act of 1933, as amended, specifically Item 601
of Regulation S-K, Sidley & Austin has furnished to the Registrant for filing in
connection with the Registration Statement, the opinion of Sidley & Austin with
respect to legality (as Exhibit 5.1 hereto), the opinion of Sidley & Austin with
respect to certain tax matters (as Exhibit 8.1 hereto) and the consent of Sidley
& Austin (as part of Exhibits 5.1 and 8.1) to the use of its name under the
captions "Legal Matters" in the prospectus and prospectus supplement relating to
the Certificates (the "Prospectus" and "Prospectus Supplement", respectively),
the caption "Federal Income Tax Considerations" in the Prospectus and the
caption "Certain Federal Income Tax Consequences" in the Prospectus Supplement
and to the filing as exhibits to the Registration Statement of the opinions
attached hereto as Exhibits 5.1 and 8.1.
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:
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Exhibit No. Description
5.1 Opinion of Sidley & Austin with respect to legality.
8.1 Opinion of Sidley & Austin with respect to certain tax matters.
23.1 Consent of Sidley & Austin (Part of Exhibits 5.1 and 8.1)
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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: July 26, 1999
SALOMON BROTHERS MORTGAGE
SECURITIES VII, INC.
By: /s/ Angela Hutzel
_________________________________
Name: Angela Hutzel
Title: Authorized Signatory
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EXHIBIT INDEX
The following exhibits are filed herewith:
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Exhibit No. Page No.
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5.1 Opinion of Sidley & Austin with respect to legality.
8.1 Opinion of Sidley & Austin with respect to certain tax matters.
23.1 Consent of Sidley & Austin (Part of Exhibits 5.1 and 8.1)
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[LETTERHEAD OF SIDLEY & AUSTIN]
July 26, 1999
Salomon Brothers Mortgage Securities VII, Inc.
388 Greenwich Street
New York, New York 10013
Re: Salomon Brothers Mortgage Securities VII, Inc.
Commercial Mortgage Pass-Through Certificates, Series 1999-C1
Ladies and Gentlemen:
We have acted as counsel for Salomon Brothers Mortgage Securities
VII, Inc., a Delaware corporation (the "Registrant"), with respect to the
Registrant's Commercial Mortgage Pass-Through Certificates, Series 1999-C1 (the
"Certificates"). The Certificates will evidence interests in a trust fund as
described in the Registrant's registration statement no. 333-72647 on Form S-3
(the "Registration Statement") filed by the Registrant with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933 (the
"Act"). The Certificates will be issued under a pooling and servicing agreement
(the "Pooling and Servicing Agreement") between the Registrant, the master
servicer named therein, the special servicer named therein and the trustee named
therein. The Certificates are to be sold as described in the prospectus and
prospectus supplement relating to the Certificates (the "Prospectus" and
"Prospectus Supplement", respectively).
In this connection, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we deemed necessary for the purposes
of this opinion. In our examination, we have assumed the following: (a) the
genuineness of all signatures; (b) the legal capacity of natural persons; (c)
the authenticity of all documents submitted to us as originals; (d) the
conformity to original documents of all documents submitted to us as certified
or photostatic copies and the authenticity of the originals of such documents;
and (e) the truth, accuracy and completeness of the information, representations
and warranties contained in the records, documents, instruments and certificates
that we have reviewed. As to any facts material to the opinions expressed herein
which were not known to us, we have relied upon certificates, statements and
representations of officers and other representatives of the Registrant and
others.
In rendering this opinion, we have assumed that the Pooling and
Servicing Agreement is executed and delivered substantially in the form
described in the Registration Statement, the Prospectus and the Prospectus
Supplement and that the transactions contemplated to occur under the
Registration Statement, the Prospectus, the Prospectus Supplement and the
Pooling and Servicing Agreement in fact occur in accordance with the terms
thereof. We have also assumed that: (a) each party to the Pooling and Servicing
Agreement has the power and authority to enter into and perform all of such
party's obligations thereunder, and (b) when the Pooling and Servicing Agreement
has been duly authorized by all necessary action, executed and delivered by each
party thereto, it will constitute the valid and binding obligation of each party
thereto, enforceable against such party in accordance with its terms.
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Based upon and subject to the foregoing, we are of the opinion
that when--
(i) the issuance and principal terms of the Certificates have
been duly authorized by appropriate corporate action by the Registrant,
(ii) the Pooling and Servicing Agreement has been duly authorized
by all necessary action, executed and delivered by each party thereto,
and
(iii) the Certificates have been duly executed, authenticated and
delivered in accordance with the terms and conditions of the Pooling and
Servicing Agreement and sold in the manner described in the Registration
Statement, in any amendment thereto and in the Prospectus and Prospectus
Supplement relating thereto,
the Certificates will be legally and validly issued and outstanding, fully paid
and non-assessable, and the holders of such Certificates will be entitled to the
benefits of the Pooling and Servicing Agreement.
We hereby consent to the filing of this opinion letter in
connection with the Registration Statement (insofar as it relates to the
Certificates) and to the use of our name under the heading "Legal Matters" in
the Prospectus and the Prospectus Supplement. In giving such consent, we do not
consider that we are "experts", within the meaning of that term as used in the
Act or the rules and regulations of the Commission issued thereunder, with
respect to any part of the Registration Statement, including this opinion as an
exhibit or otherwise.
We express no opinion as to any laws other than the laws of the
State of New York and the federal laws of the United States of America, and do
not express any opinion, either implicitly or otherwise, on any issue not
expressly addressed above.
Very truly yours,
/s/ Sidley & Austin
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[LETTERHEAD OF SIDLEY & AUSTIN]
July 26, 1999
Salomon Brothers Mortgage Securities VII, Inc.
388 Greenwich Street
New York, New York 10013
Re: Salomon Brothers Mortgage Securities VII, Inc.
Commercial Mortgage Pass-Through Certificates, Series 1999-C1
Ladies and Gentlemen:
We have acted as counsel for Salomon Brothers Mortgage Securities
VII, Inc., a Delaware corporation (the "Registrant"), with respect to the
Registrant's Commercial Mortgage Pass-Through Certificates, Series 1999-C1 (the
"Certificates"). The Certificates will evidence interests in a trust fund as
described in the Registrant's registration statement no. 333-72647 on Form S-3
(the "Registration Statement") filed by the Registrant with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933 (the
"Act"). The Certificates will be issued under a pooling and servicing agreement
among the Registrant, the master servicer named therein, the special servicer
named therein and the trustee named therein. The Certificates are to be sold as
described in the prospectus and prospectus supplement relating to the
Certificates (the "Prospectus" and "Prospectus Supplement", respectively).
In this connection, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we deemed necessary for the purposes
of this opinion. In our examination, we have assumed the following: (a) the
genuineness of all signatures; (b) the legal capacity of natural persons; (c)
the authenticity of all documents submitted to us as originals; (d) the
conformity to original documents of all documents submitted to us as certified
or photostatic copies and the authenticity of the originals of such documents;
and (e) the truth, accuracy and completeness of the information, representations
and warranties contained in the records, documents, instruments and certificates
that we have reviewed. As to any facts material to the opinions expressed herein
which were not known to us, we have relied upon certificates, statements and
representations of officers and other representatives of the Registrant and
others.
Based upon the foregoing, we are of the opinion that the
description set forth under the caption "Federal Income Tax Consequences" in the
Prospectus correctly describes the material aspects of the federal income tax
treatment of an investment in the Certificates to investors that are United
States Persons (as defined in the Prospectus), as of the date hereof, and, where
expressly indicated therein, to investors that are not United States Persons.
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We know that we are referred to under the heading "Federal Income
Tax Consequences" in the Prospectus and the heading "Certain Federal Income Tax
Consequences" in the Prospectus Supplement, and we hereby consent to such use of
our name in the Prospectus and Prospectus Supplement and to the use of this
opinion for filing in connection with the Registration Statement (insofar as it
relates to the Certificates). In giving such consent, we do not consider that we
are "experts", within the meaning of the term as used in the Act or the rules
and regulations of the Commission issued thereunder, with respect to any part of
the Registration Statement including this opinion as an exhibit or otherwise.
We express no opinion as to any laws other than the federal laws
of the United States of America, and do not express any opinion, either
implicitly or otherwise, on any issue not expressly addressed above.
Very truly yours,
/s/ Sidley & Austin
