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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) November 29, 2000
First Union Commercial Mortgage Securities, Inc.
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(Exact Name of Registrant as Specified in its Charter)
North Carolina
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(State or Other Jurisdiction of Incorporation)
333-62671
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(Commission File Number)
56-1643598
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(I.R.S. Employer Identification No.)
One First Union Center, Charlotte, North Carolina 28228-0600
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(Address of Principal Executive Offices) (Zip Code)
(704) 374-6161
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 1, ITEMS 3 THROUGH 6, AND ITEMS 8 AND 9 ARE NOT INCLUDED BECAUSE THEY ARE
NOT APPLICABLE.
ITEM 2. ACQUISITIONS OR DISPOSITION OF ASSETS
On November 29, 2000, a single series of mortgage pass-through
certificates, entitled First Union National Bank Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2000-C2 (the
"Certificates"), was issued pursuant to a pooling and servicing agreement (the
"Pooling Agreement") attached hereto as Exhibit 4.1, and dated as of November 1,
2000, among First Union Commercial Mortgage Securities, Inc. as depositor (the
"Registrant"), First Union National Bank as master servicer and as special
servicer and Wells Fargo Bank Minnesota, N.A. as trustee. The Certificates
consist of twenty-one classes (each, a "Class") of Certificates, eight of which
Classes are designated as 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" and the
"Class G Certificates" (collectively, the "Offered Certificates"); and thirteen
of which Classes are designated as 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 O Certificates",
the "Class IO Certificates", the "Class Q Certificates", the "Class R-I
Certificates", the "Class R-II Certificates", the "Class R-III Certificates" and
the "Class R-IV Certificates" (collectively, the "Private Certificates"). The
Certificates evidence in the aggregate the entire beneficial ownership interest
in a trust fund (the "Trust Fund") consisting primarily of 162 multifamily and
commercial mortgage loans (the "Mortgage Loans") having an aggregate principal
balance as of the Cut-Off Date of approximately $1,147,819,332. Each Mortgage
Loan is secured by a mortgage lien on a fee or leasehold interest in an income
producing property. Certain of the Mortgage Loans (the "MLMC Loans") were
acquired by the First Union National Bank from Merrill Lynch Mortgage Capital
Inc. and Merrill Lynch Mortgage Lending, Inc. ("MLMC") pursuant to a Mortgage
Loan Purchase Agreement, dated as of November 10, 2000, and all of the Mortgage
Loans (the "FUNB Loans") were acquired by the Registrant from First Union
National Bank ("FUNB", the "Seller") pursuant to a Mortgage Loan Purchase
Agreements, dated as of November 1, 2000 (the "Purchase Agreements"), between
the Registrant and the Seller. The source of funds for payment of the purchase
price (collectively the "Purchase Price") for the MLMC Loans and the FUNB Loans
paid by the Registrant to the Seller was derived from the sale of the
Certificates by the Registrant to First Union Securities, Inc. ("First Union
Securities") and Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF")
pursuant to an Underwriting Agreement, dated November 16, 2000 (the
"Underwriting Agreement"), among the Registrant, FUNB, First Union Securities,
and MLPF (pertaining to the Offered Certificates), and a Certificate Purchase
Agreement, dated November 10, 2000, among the Registrant, MLPF and First Union
Securities (pertaining to the Class IO, Class H and Class Q Certificates. The
Registrant is a wholly-owned limited purpose finance subsidiary of FUNB. On
November 29, 2000, the Registrant transferred the Mortgage loans to the Trust
Fund pursuant to the Pooling Agreement. The consideration received by the
Registrant in exchange for such transfer consisted of the Certificates.
The Offered Certificates and the Mortgage Loans are more particularly
described in the Prospectus, dated November 16, 2000, and the Prospectus
Supplement, dated November 16, 2000, as previously filed with the Securities and
Exchange Commission pursuant to Rule 424(b)(5). Capitalized terms used but not
otherwise defined herein have the meanings set forth in the Prospectus
Supplement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements - Not Applicable.
(b) Pro Forma Financial Information - Not Applicable.
(c) Exhibits.
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1.1 Underwriting Agreement, dated November 16, 2000, among First
Union Commercial Mortgage Securities, Inc., First Union National
Bank, First Union Securities, Inc. and Merrill Lynch, Pierce,
Fenner & Smith Incorporated.
4.1 Pooling and Servicing Agreement, dated as of November 1, 2000,
among First Union Commercial Mortgage Securities, Inc. as
depositor, First Union National Bank as master servicer and as
special servicer, and Wells Fargo Bank Minnesota, N.A. as
trustee.
99.1 Mortgage Loan Purchase Agreement, dated as of November 10, 2000,
between First Union National Bank, Merrill Lynch Mortgage
Lending, Inc. and Merrill Lynch Mortgage Capital Inc.
99.2 Mortgage Loan Purchase Agreement, dated as of November 1, 2000,
between First Union Commercial Mortgage Securities, Inc. and
First Union National Bank.
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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.
(Registrant)
Dated: December 14, 2000 By: /s/ CRAIG M. LIEBERMAN
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Name: Craig M. Lieberman
Title: Vice President
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INDEX TO EXHIBITS
Exhibit
No. Document Description
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1.1 Underwriting Agreement, dated November 16, 2000, among First Union
Commercial Mortgage Securities, Inc., First Union National Bank,
First Union Securities, Inc. and Merrill Lynch, Pierce, Fenner &
Smith Incorporated.
4.1 Pooling and Servicing Agreement, dated as of November 1, 2000, among
First Union Commercial Mortgage Securities, Inc. as depositor, First
Union National Bank as master servicer and as special servicer, and
Wells Fargo Bank Minnesota, N.A. as trustee.
99.1 Mortgage Loan Purchase Agreement, dated as of November 10, 2000,
between First Union National Bank, Merrill Lynch Mortgage Lending,
Inc. and Merrill Lynch Mortgage Capital Inc.
99.2 Mortgage Loan Purchase Agreement, dated as of November 1, 2000,
between First Union Commercial Mortgage Securities, Inc. and First
Union National Bank.
