8-K 1 file001.htm FORM 8-K




                       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)              October 3, 2005
                                                              ---------------


                  Wachovia Commercial Mortgage Securities, Inc.
                  ---------------------------------------------
             (Exact name of registrant as specified in its charter)

       North Carolina                  333-127668               56-1643598
       --------------                  ----------               ----------
(State or other jurisdiction    (Commission File Number)      (IRS Employer
      of incorporation)                                     Identification No.)


301 South College Street, Charlotte, NC                       28288-0166
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(Address of principal executive offices)                      (Zip Code)


Registrant's telephone number, including area code:  (704) 374-6161
                                                     --------------


Not Applicable
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))





ITEM 8.01.  OTHER EVENTS.

Attached is a structural and collateral term sheet (the "Term Sheet") furnished
to the Registrant on behalf of the underwriters by Wachovia Capital Markets, LLC
(and when joined by Nomura Securities International, Inc., Citigroup Global
Markets Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc., and
Goldman, Sachs & Co., the "Underwriters"), in respect of the Registrant's
proposed offering of Commercial Mortgage Pass-Through Certificates, Series
2005-C21 (the "Certificates"). The Certificates will be offered pursuant to a
Prospectus and related Prospectus Supplement (together, the "Prospectus"), which
will be filed with the Commission pursuant to Rule 424 under the Securities Act
of 1933, as amended (the "Act"). The Certificates will be registered pursuant to
the Act under the Registrant's Registration Statement on Form S-3 (No.
333-127668) (the "Registration Statement"). The Registrant hereby incorporates
the Term Sheet by reference in the Registration Statement.

The Term Sheet was prepared by the Underwriters and the Registrant.

Any statement or information contained in the Term Sheet shall be modified and
superseded for purposes of the Prospectus and the Registration Statement by
statements or information contained in the Prospectus.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c)  Exhibits

99.      Term Sheet





                                   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.




                                   WACHOVIA COMMERCIAL MORTGAGE
                                   SECURITIES, INC.



                                   By:  /s/ William J. Cohane
                                      ------------------------------
                                      Name: William J. Cohane
                                      Title: Managing Director





Dated:  October 3, 2005