<PAGE>
FORM 8K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): May 28, 1998
FIRST UNION COMMERCIAL MORTGAGE SECURITIES, INC.
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(Exact name of registrant as specified in its governing instruments)
Delaware 333-48943 56-1643598
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(State or other jurisdiction (Commission File Numbers) (I.R.S. Employer
of Incorporation) Identification No.)
One First Union Center
Charlotte, North Carolina 28228-0600
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (704)374-6828
Exhibit Index appears on
page 5
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Item 5. Other Events
On or about May 28, 1998, the Registrant will cause the issuance and
sale of approximately $3,408,048,239 initial principal amount of Mortgage
Pass-Through Certificates, Series 1998-C2, in several classes (collectively,
the "Certificates") pursuant to a Pooling and Servicing Agreement to be
dated as of May 1, 1998, among the Registrant, First Union National Bank as
master servicer, Criimi Mae Services Limited Partnership as special servicer
and Norwest Bank Minnesota, National Association, as trustee (the "Pooling
and Servicing Agreement").
In connection with the sale of the Series 1998-C2, Class A-1, Class A-2,
Class B, Class C, Class D, Class E and Class IO Certificates (collectively,
the ""Underwritten Certificates"), the Registrant has been advised by Lehman
Brothers Inc. and First Union Capital Markets, a division of Wheat First
Securities, Inc. (together the "Underwriters") that either one or both of the
Underwriters have, following the effective dates of Registration Statement
No. 333-48943, furnished to one or more prospective investors certain yield
tables and other computational materials (the "Computational Materials") with
respect to the Underwritten Certificates, which computational materials are
being filed as an exhibit to this report.
The Computational Materials have been provided by either one or both of
the Underwriters. The information in the Computational Materials is
preliminary and may be superseded by the Prospectus Supplement relating to
the Underwritten Certificates and by any other information subsequently filed
with the Securities and Exchange Commission.
The Computational Materials were prepared by either one or both of the
Underwriters. The Computational Materials may be based on assumptions that
differ from the assumptions set forth in the Prospectus Supplement. The
Computational Materials may not include, and do not purport to include,
information based on assumptions representing a complete set of possible
scenarios. Accordingly, the Computational Materials may not be relevant to or
appropriate for all investors.
In addition, the actual characteristics and performance of the mortgage
loans underlying the Underwritten Certificates (the "Mortgage Loans") may
differ from the assumptions used in the Computational Materials, which are
hypothetical in nature and which were provided only to give a general sense
of how the yield, average life, duration, expected maturity, interest rate
sensitivity and cash flow characteristics of a particular class of
Underwritten Certificates might vary under varying prepayment and other
scenarios. Any difference between such assumptions and the actual
characteristics and performance of the Mortgage Loans will affect the actual
yield, average life, duration, expected maturity, interest rate sensitivity
and cash flow characteristics of the Underwritten Certificates.
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Item 7. Financial Statements and Exhibits
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
<TABLE>
<CAPTION>
Item 601(a) of Regulation
Exhibit Number S-K Exhibit No. Description
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<S> <C> <C>
1 99 Computational Materials
(filed as paper document
under cover of Form SE)
</TABLE>
3
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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 hereunto duly authorized.
FIRST UNION COMMERCIAL
MORTGAGE SECURITIES, INC.
By: /s/ Brian E. Simpson
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Name: Brian E. Simpson
Title: President
Dated May 28, 1998
4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Item 601(a) of Regulation
Exhibit Number S-K Exhibit No. Description
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<S> <C> <C>
1 99 Computational Materials
</TABLE>
5
