Registration No. 333-
As filed with the Securities Exchange Commission on December 19, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COMMERCIAL MORTGAGE ACCEPTANCE CORP.
(Exact name of registrant as specified in its charter)
Missouri 43-1681393
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
Commercial Mortgage Acceptance Corp.
210 West 10th Street, 6th Floor
Kansas City, Missouri 64105
(816) 435-5000
(Address, including zip code, and telephone number, including area code
of registrant's principal executive offices)
Alan L. Atterbury
Commercial Mortgage Acceptance Corp.
210 West 10th Street, 6th Floor
Kansas City, Missouri 64105
(816) 435-5000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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Copy to:
William A. Hirsch, Esq.
Patrick J. Respeliers
Morrison & Hecker L.L.P.
2600 Grand Avenue
Kansas City, Missouri 64108
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement as determined by
market conditions.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. |_|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. |X| 333-13725
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant
to Rule 434 under the Securities Act of 1933, please check the
following box. |_|
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===========================================================================
<S> <C> <C> <C> <C>
Title of Amount to be Proposed maximum Proposed maximum Amount of
securities to Registered offering price per aggregate offering registration fee
be registered security(1) price(1)
- - ---------------------------------------------------------------------------------------
Mortgage
Pass-Through $75,000,000 100% $75,000,000 $22,125
Certificates,
issued in
series
=======================================================================================
(1)Estimated solely for the purpose of calculating the registration
fee.
</TABLE>
EXPLANATORY NOTE AND INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Registration Statement is being filed by Commercial Mortgage
Acceptance Corporation (the "Company") pursuant to Rule 462(b) and General
Instruction IV of Form S-3, both promulgated under the Securities Act of 1933,
as amended. The contents of the Registration Statement on Form S-3, as amended,
filed by the Company with the Securities and Exchange Commission (the
"Commission") (File No. 333-13725) pursuant to the Securities Act of 1933, as
amended, are incorporated by reference into this Registration Statement.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
EXHIBITS.
All Exhibits filed with or incorporated by reference in Registration
Statement No. 333-13725 are incorporated by reference into, and shall be deemed
a part of, this Registration Statement, except the following which are filed
herewith or specifically incorporated by reference herein from Registration
Statement No. 333-13725. Where so indicated by footnote, exhibits which were
previously filed are incorporated by reference. For exhibits incorporated by
reference, the location of the exhibit in the previous filing lis indicated in
parentheses.
Exhibit
Number Description
5.1* Opinion of Morrison & Hecker L.L.P. as to
legality (including consent of such firm)
8.1* Opinion of Morrison & Hecker L.L.P. as to certain
tax matters (including consent of such firm)
--------------------------
*filed herewith
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 (including that the security rating
requirement will be met by the time of sale of any securities registered
hereunder) and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Kansas
City, State of Missouri, on the 19th day of December, 1997.
COMMERCIAL MORTGAGE ACCEPTANCE CORP.
By: /s/ Leon E. Bergman
Leon E. Bergman
Executive
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and the dates indicated.
Signature Position Date
/s/ Alan L. Atterbury Director and President December 19, 1997
Alan L. Atterbury (Principal Executive Officer)
/s/ Leon E. Bergman Chief Financial Officer December 19, 1997
Leon E. Bergman (Principal Financial and
Accounting Officer)
/s/ Clarence A. Krantz Director December 19, 1997
Clarence A. Krantz
_______________________ Director December __, 1997
William V. Morgan
II-2
<PAGE>
Exhibit 5.1
Opinion re: Legality
December 19, 1997
Commercial Mortgage Acceptance Corp.
210 West 10th Street
6th Floor
Kansas City, Missouri 64105
Re: Mortgage Pass-Through Certificates
Ladies and Gentlemen:
We have acted as your counsel in connection with the preparation of a
Registration Statement on Form S-3 (Registration No. 333-_____) (the
"Registration Statement") filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Act"). The Registration
Statement covers Mortgage Pass-Through Certificates ("Certificates") to be sold
by Commercial Mortgage Acceptance Corp. ("Seller") in one or more series (each,
a "Series") of Certificates. Each Series of Certificates will be issued under a
pooling and servicing agreement ("Pooling and Servicing Agreement") between the
Seller and a master servicer (the "Master Servicer"), a trustee (the "Trustee")
and possibly a special servicer (the "Special Servicer") and a fiscal agent (the
"Fiscal Agent") to be identified in the Prospectus Supplement for such Series of
Certificates. A form of a Pooling and Servicing Agreement is included as an
exhibit to the Registration Statement. Capitalized terms used and not otherwise
defined herein have the respective meanings given them in the Registration
Statement or the Accord identified in the following paragraph.
This Opinion Letter is governed by, and shall be interpreted in accordance
with, the Legal Opinion Accord (the "Accord") of the ABA Section of Business Law
(1991). As a consequence, it is subject to a number of qualifications,
exceptions, definitions, limitations on coverage and other limitations, all as
more particularly described in the Accord, and this Opinion Letter should be
read in conjunction therewith. The opinions expressed herein are given only with
respect to the present status of the substantive laws of the State of Missouri
(not including the choice-of-law rules under Missouri law). We express no
opinion as to any matter arising under the laws of any other jurisdiction.
In rendering the opinions set forth below, we have examined and relied on
the following: (1) the Registration Statement and the Prospectus and the form of
Prospectus Supplement included therein; (2) the form of the Pooling and
Servicing Agreement included as an exhibit to the Registration Statement; and
(3) such other documents, materials, and
<PAGE>
Commercial Mortgage Acceptance Corp.
December 19, 1997
Page 2
authorities as we have deemed necessary in order to enable us to render our
opinions set forth below.
Based on and subject to the foregoing and other qualifications set forth
below, we are of the opinion that:
1. When a Pooling and Servicing Agreement for a Series of Certificates has
been duly and validly authorized, executed and delivered by the Seller, the
Master Servicer, the Trustee and, if applicable, the Special Servicer and the
Fiscal Agent, such Pooling and Servicing Agreement will constitute a valid and
legally binding agreement of Seller, enforceable against Seller in accordance
with its terms.
2. When (a) a Pooling and Servicing Agreement for a Series of Certificates
has been duly and validly authorized, executed and delivered by the Seller, the
Master Servicer, the Trustee and, if applicable, the Special Servicer and the
Fiscal Agent, (b) the Mortgage Loans and other consideration constituting the
Trust Fund for the Series have been deposited with the Trustee, (c) the
Certificates of such Series have been duly executed, authenticated, delivered
and sold as contemplated in the Registration Statement and (d) the consideration
for the sale of such Certificates has been fully paid to the Seller, such
Certificates will be legally and validly issued, fully paid and nonassessable,
and the duly registered holders of such Certificates will be entitled to the
benefits of such Pooling and Servicing Agreement.
The General Qualifications apply to the opinions set forth in paragraphs 1
and 2 above, and in addition, such opinions are subject to the qualification
that certain remedial, waiver and other similar provisions of a Pooling and
Servicing Agreement for a Series of Certificates or of the Certificates of such
Series may be rendered unenforceable or limited by applicable laws, regulations
or judicial decisions, but such laws, regulations and judicial decisions will
not render such Pooling and Servicing Agreement or such Certificates invalid as
a whole and will not make the remedies available thereunder inadequate for the
practical realization of the principal benefits intended to be provided thereby,
except for the economic consequences of any judicial, administrative or other
delay or procedure which may be imposed by applicable law.
<PAGE>
Commercial Mortgage Acceptance Corp.
December 19, 1997
Page 3
We hereby consent to the filing of this letter as an Exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus forming a part of the Registration Statement.
This consent is not to be construed as an admission that we are a person whose
consent is required to be filed with the Registration Statement under the
provisions of the Act.
Very truly yours,
/s/ Morrison & Hecker L.L.P.
Exhibit 8.1
Opinion re: Tax Matters
[Morrison & Hecker Letterhead]
December 19, 1997
Commercial Mortgage Acceptance Corp.
210 West 10th Street
6th Floor
Kansas City, Missouri 64105
Re: Mortgage Pass-Through Certificates
Ladies and Gentlemen:
We have acted as your counsel in connection with the proposed issuance of
Mortgage Pass-Through Certificates (the "Certificates") pursuant to the
Registration Statement on Form S-3 (Registration No. 333-______)(the
"Registration Statement") filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Act"). The Registration
Statement covers Mortgage Pass-Through Certificates ("Certificates") to be sold
by Commercial Mortgage Acceptance Corp. ("Seller") in one or more series (each,
a "Series") of Certificates. Each Series of Certificates will be issued under a
pooling and servicing agreement ("Pooling and Servicing Agreement") between the
Seller, a master servicer, a trustee and possibly a special servicer and a
fiscal agent to be identified in the Prospectus Supplement for such Series of
Certificates. A form of a Pooling and Servicing Agreement is included as an
exhibit to the Registration Statement. Capitalized terms used and not otherwise
defined herein have the respective meanings given them in the Registration
Statement.
In rendering the opinion set forth below, we have examined and relied on
the following: (1) the Registration Statement and the Prospectus and the form of
Prospectus Supplement included therein; (2) the form of the Pooling and
Servicing Agreement included as an exhibit to the Registration Statement; and
(3) such other documents, materials, and authorities as we have deemed necessary
in order to enable us to render our opinion set forth below.
<PAGE>
Commercial Mortgage Acceptance Corp.
December 19, 1997
Page 2
It is our opinion that all material federal income tax consequences to
holders of the Certificates are as described under the heading "MATERIAL FEDERAL
INCOME TAX CONSEQUENCES" in the Prospectus and we hereby confirm our opinion set
forth therein.
This opinion is based on the facts and circumstances set forth in the
Prospectus and the form of Prospectus Supplement and in the other documents
reviewed by us.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the references to our firm under the heading
"MATERIAL FEDERAL INCOME TAX CONSEQUENCES" in the Prospectus and the Prospectus
Supplement. This consent is not to be construed as an admission that we are a
person whose consent is required to be filed with the Registration Statement
under the provisions of the Act.
Very truly yours,
/s/ Morrison & Hecker L.L.P.
