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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) November 29, 2000
Salomon Brothers Mortgage Securities VII, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 333-40426 13-3439681
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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
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(Former Name or Former Address, if Changed Since Last Report)
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The filing submitted on December 1, 2000 on behalf of Salomon Brothers
Mortgage Securities VII, Inc., incorrectly referenced the "Date of report (Date
of earliest event reported)" as August 16, 2000. This amendment states the
correct "Date of report (Date of earliest event reported)" as November 29, 2000.
Item 5. Other Events.
It is expected that during December 2000, a single series of certificates,
entitled, Salomon Brothers Mortgage Securities VII, Inc, 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 Salomon Brothers Mortgage
Securities VII, Inc. (the "Registrant"), Midland Loan Services, Inc. as Master
Servicer, Lennar Partners, Inc. as Special Servicer, Wells Fargo Bank
Minnesota, N.A. as Trustee and LaSalle Bank National Association as Certificate
Administrator and Tax Administrator. Certain classes of the Certificates (the
"Underwritten Certificates") will be registered under the Registrant's
registration statement on Form S-3 and sold to Salomon Smith Barney Inc.
("SSBI") Greenwich Capital Markets, Inc., Chase Securities Inc., Deutsche Bank
Securities Inc., J.P. Morgan Securities Inc., ABN AMRO N.V. and Artesia Banking
Corporation N.V./S.A. (collectively, the "Underwriters") pursuant to an
underwriting agreement (the "Underwriting Agreement") to be entered into by and
between the Registrant and the Underwriters.
In connection with the expected sale of the Underwritten Certificates,
SSBI has advised the Registrant that it has furnished to prospective investors
certain information attached hereto as Exhibit 99.1 that may be considered
"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 "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 Computational Materials and ABS Term Sheets attached hereto have been
prepared and provided to the Registrant by SSBI. The information in such
Computational Materials and ABS Term Sheets is preliminary and will be
superseded by the final Prospectus Supplement relating to the Underwritten
Certificates and by any other information subsequently filed with the
Commission. To the extent any Computational Materials and ABS Term Sheets
previously filed by the Registrant with respect to the Underwritten
Certificates are inconsistent with the Computational Materials and ABS Term
Sheets attached hereto, such previously filed Computational Materials and ABS
Term Sheets are superseded by the Computational Materials and ABS Term Sheets
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* (P) Computational Materials and ABS Term Sheets prepared by
Salomon Smith Barney Inc.
* Previously submitted with Form 8-K, filed on December 1, 2000.
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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: December 6, 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
Exhibit No.
99.1* (P) Computational Materials and ABS Term Sheets prepared
by Salomon Smith Barney Inc.
* Previously submitted with Form 8-K, filed on December 1, 2000.
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