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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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): January 29, 1999
FIRST UNION COMMERCIAL MORTGAGE SECURITIES, INC.
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(Exact name of registrant as specified in its governing instruments)
DELAWARE 333-62671 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 4
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<PAGE>
ITEM 5. OTHER EVENTS
On or about February 8, 1998, the Registrant will cause the sale of
approximately $1,035,318,205 principal amount of Mortgage Pass-Through
Certificates, Series 1999-C1, in several classes (collectively, the
"Certificates") pursuant to a Pooling and Servicing Agreement to be dated as of
December 1, 1998, among the Registrant, First Union National Bank as master
servicer, Lennar Partners, Inc. as special servicer and Norwest Bank Minnesota,
National Association as trustee (the "Pooling and Servicing Agreement").
In connection with the sale of certain classes of the Certificates
(collectively, the "Underwritten Certificates") pursuant to a Prospectus
Supplement relating to certain classes of the Certificates, the Registrant has
been advised by Morgan Stanley & Co. Incorporated and First Union Capital
Markets (the "Underwriters") that the Underwriters have, following the effective
date of Registration Statement No. 333-62671, furnished to one or more
prospective investors on January 13, 1999. One Collateral Term Sheet (the "Term
Sheet"), dated as of January 29, 1999. The Term Sheets is being filed as an
exhibit to this report.
The Term Sheet has been provided by the Underwriters. The information in
the Term Sheet is preliminary and will be superseded by the Prospectus
Supplement relating to the Underwritten Certificates and by any other
information subsequently filed with the Securities and Exchange Commission.
<PAGE>
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> <C>
1 99.1 Collateral Term Sheet I,
dated as of January 29, 1999
</TABLE>
<PAGE>
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: January 29, 1999
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<TABLE>
<CAPTION>
EXHIBIT INDEX
Item 601(a) of Regulation
Exhibit Number S-K Exhibit No. Description
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<S> <C> <C> <C>
1 99.1 Collateral Term Sheet I,
dated as of January 29, 1999.
</TABLE>
UNDERWRITERS' STATEMENT
COMPUTATIONAL MATERIALS
FIRST UNION COMMERCIAL MORTGAGE TRUST-
COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES
FUNB SERIES 1999-Cl
The attached tables and statistical analysis (the "Computational
Materials") are privileged and confidential and are intended for use by the
addressee only. These Computational Materials are furnished to you solely by
First Union Capital Markets and Morgan Stanley & Co. Incorporated (the
"Underwriters") and not by the issuer of the certificates identified above (the
"Offered Certificates") or any other party. The issuer of the Offered
Certificates has not prepared or taken part in the preparation of these
materials. None of the Underwriters, the issuer of the Offered Certificates, or
any other party makes any representation as to the accuracy or completeness of
the information herein. The information herein is preliminary, and will be
superseded by the applicable prospectus supplement and by any other information
subsequently filed with the Securities and Exchange Commission. The information
herein may not be provided to any third party other than the addressee's legal,
tax, financial and/or accounting advisors for the purposes of evaluating such
information.
Numerous assumptions were used in preparing the Computational Materials
which may or may not be stated herein. As such, no assurance can be given as to
the accuracy, appropriateness or completeness of the Computational Materials in
any particular context; or as to whether the Computational Materials reflect
future performance. These Computational Materials should not be construed as
either a prediction or as legal, tax, financial or accounting advice.
Any yields or weighted average lives shown in the Computational Materials
are based on prepayment and other assumptions and actual experience may
dramatically affect such yields or weighted average lives. In addition, it is
possible that prepayments on the underlying assets will occur at rates slower or
faster than the rates assumed in the attached Computational Materials.
Furthermore, unless otherwise provided, the Computational Materials assume no
losses on the underlying assets and no interest shortfall. The specific
characteristics of the Offered Certificates may differ from those shown in the
Computational Materials due to difference between the actual underlying assets
and the hypothetical assets used in preparing the Computational Materials. The
principal amount and designation of any security described in the Computational
Materials are subject to change prior to issuance.
Although a registration statement (including the prospectus) relating to
the Offered Certificates has been filed with the Securities and Exchange
Commission and is effective, the final prospectus supplement relating to the
Offered Certificates has not been filed with the Securities and Exchange
Commission. This communication shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the Offered
Certificates in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such state. Prospective purchasers are referred to the final prospectus and
prospectus supplement relating to the Offered Certificates for definitive terms
of the Offered Certificates and the collateral.
Please be advised that mortgage-backed and/or asset-backed securities may
not be appropriate for all investors. Potential investors must be willing to
assume, among other things, market price volatility, prepayments, yield curve
and interest rate risks. Investors should fully consider the risk of an
investment in these Offered Certificates.
If you have received this communication in error, please notify the sending
party immediately by telephone and return the original to such party by mail.
<PAGE>
Investors should read the Underwriters' Statement which accompanies these
Computational Materials.
Prospective investors are advised to carefully read, and should rely solely
on, the final prospectus and prospectus supplement (the "Final Prospectus")
relating to the certificates referred to herein (the "Offered Certificates") in
making their investment decision. These Computational Materials have been based
upon the assumptions described above, which most likely will not represent the
actual experience of the Mortgage Pool in the future. No representation is made
herein as to the actual rate or timing of principal payments or prepayments on
any of the underlying Mortgage Loans in the Mortgage Pool or the actual
performance characteristics of the Offered Certificates. No representation is
made as to the appropriateness, usefulness, accuracy or completeness of these
materials or the assumptions on which they are based. Prior to making any
investment decision, a prospective investor should receive and fully review the
Final Prospectus, which shall be deemed to supersede, amend and supplement these
Computational Materials in their entirety. NOTHING HEREIN SHOULD BE CONSIDERED
AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY OFFERED CERTIFICATES.
<PAGE>
FU1999-1
TOP 3
STATES
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% Hotel/Hospitality VA 2.28
TX 1.47
PA 1.47
Total 10.30
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% Office CA 3.95
MD 2.52
NJ 1.10
Total 9.98
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% Retail CA 9.25
MD 3.14
FL 3.01
Total 21.99
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% Multifamily FL 7.06
GA 4.60
PA 3.55
Total 41.91
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% Industrial IL 0.43
NH 0.27
FL 0.25
Total 0.94
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% Mobile Home Park NC 0.09
N/A 0
N/A 0
Total 0.09
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% Self Storage CA 0.33
N/A 0
N/A 0
Total 0.33
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% Mixed Use CA 0.40
FL 0.26
N/A 0
Total 0.66
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% Convenience Store N/A --
N/A --
N/A --
N/A --
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% Health Care NY 1.70
KY 0.58
CO 0.50
Total 3.92
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% Other --
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--
--
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% CTL NY 1.69
TX 1.23
FL 1.10
Total 9.89
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