<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report: December 18, 1997
(Date of earliest event reported)
Commercial Mortgage Acceptance Corp.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 333-13725 43-1681393
- -------------------------------------------------------------------------------
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation
210 West 10th Street, Kansas City, Missouri 64105
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (816) 435-5000
<PAGE>
Item 5. Other Events
Attached as exhibits to this Current Report on Form 8-K are consents of
independent real estate brokerage, appraisal, management and consulting firms
(the "Appraisers") which prepared the Property Appraisals which were filed by
the Registrant on the Form 8-K on December 3, 1997 as Exhibits 99.1 to 99.60,
inclusive, to the Registrant's registration statement on Form S-3 (No.
333-13725) (the "Registration Statement") in relation to the Registrant's
proposed offering of the Commercial Mortgage Pass-Through Certificates, Series
1997-ML.
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 offer and sale of the Certificates contemplated by the
Prospectus will be registered pursuant to the Act under the Registrant's
Registration Statement.
Item 7. Financial Statements and Exhibits
(a) Not applicable
(b) Not applicable
(c) Exhibits
Item 601(a) of Description
Regulation S-K Exhibit No.
23.1 Consent of Arthur Andersen LLP to inclusion of the Appraisal of
Boronda Manor Apartments, Marina Playa Apartments and Birch Creek
Apartments (which Appraisals were filed as Exhibits 99.1, 99.5 and
99.12 respectively) naming Arthur Andersen LLP as the Appraiser.
23.2 Consent of Robert Saia & Associates to inclusion of the Appraisal of
The Capri (which Appraisal was filed as Exhibit 99.2) naming Robert
Saia & Associates as the Appraiser
23.3 Consent of Lunz, Massopust, Reid, DeCaster & Lammers, Inc. to
inclusion of the Appraisal of Dain Bosworth - Gaviidae Common I & II
(which Appraisal was filed as Exhibit 99.3) naming Lunz, Massopust,
Reid, DeCaster & Lammers, Inc. as the Appraiser
<PAGE>
23.4 Consent of O'Connor & Associates to inclusion of the Appraisal of Nob
Hill Apartments (which Appraisal was filed as Exhibit 99.4) naming
O'Connor & Associates as the Appraiser
23.5 Consent of Robert Saia & Associates to inclusion of the Appraisal of
Laurel Tree Apartments and Harding Park Apartments (which Appraisals
were filed as Exhibits 99.6 and 99.47 respectively) naming Robert Saia
& Associates as the Appraiser
23.6 Consent of Landauer Associates, Inc. to inclusion of the Appraisal of
Copley Place (which Appraisal was filed as Exhibit 99.7) naming
Landauer Associates, Inc. as the Appraiser
23.7 Consent of Robert Saia & Associates to inclusion of the Appraisal of
Circles Phase I, II & III and North Plaza Apartments (which Appraisals
were filed as Exhibits 99.8 and 99.46 respectively) naming Robert Saia
& Associates as the Appraiser
23.8 Consent of Robert Saia & Associates to inclusion of the Appraisal of
Westlake Apartments (which Appraisal was filed as Exhibit 99.9) naming
Robert Saia & Associates as the Appraiser
23.9 Consent of Robert Saia & Associates to inclusion of the Appraisal of
The Elms (which Appraisal was filed as Exhibit 99.10) naming Robert
Saia & Associates as the Appraiser
23.10 Consent of Robert Saia & Associates to inclusion of the Appraisal of
Pine Grove Apartments (which Appraisal was filed as Exhibit 99.11)
naming Robert Saia & Associates as the Appraiser
23.11 Consent of Cushman & Wakefield of Pennsylvania, Inc. to inclusion of
the Appraisal of One Orlando Center (which Appraisal was filed as
Exhibit 99.13) naming Cushman & Wakefield of Pennsylvania, Inc. as the
Appraiser
2
<PAGE>
23.12 Consent of Robert Saia & Associates to inclusion of the Appraisal of
Heather Plaza Apartments (which Appraisal was filed as Exhibit 99.14)
naming Robert Saia & Associates as the Appraiser
23.13 Consent of Pannell Kerr Forster International to inclusion of the
Appraisal of the Four Seasons Hotel, Austin, the Four Seasons Hotel,
Biltmore and the Ritz Carlton Hotel, St. Louis, Missouri (which
Appraisals were filed as Exhibits 99.16, 99.18 and 99.15 respectively)
naming Pannell Kerr Forster International as the Appraiser
23.14 Consent of Cushman & Wakefield of Pennsylvania, Inc. to inclusion of
the Appraisal of Tower 45 (which Appraisal was filed as Exhibit 99.17)
naming Cushman & Wakefield of Pennsylvania, Inc. as the Appraiser
23.15 Consent of Cushman & Wakefield of Pennsylvania, Inc. to inclusion of
the Appraisal of Liberty Plaza (which Appraisal was filed as Exhibit
99.19) naming Cushman & Wakefield of Pennsylvania, Inc. as the
Appraiser
23.16 Consent of O'Connor & Associates to inclusion of the Appraisal of West
Point Apartments (which Appraisal was filed as Exhibit 99.20) naming
O'Connor & Associates as the Appraiser
23.17 Consent of Cushman & Wakefield of Pennsylvania, Inc. to inclusion of
the Appraisal of Franklin Mills Mall (which Appraisal was filed as
Exhibit 99.21) naming Cushman & Wakefield of Pennsylvania, Inc. as the
Appraiser
23.18 Consent of James Ratkovich & Associates, Inc. to inclusion of the
Appraisal of Shilo Inn of Idaho Falls, Idaho (which Appraisal was
filed as Exhibit 99.22) naming James Ratkovich & Associates, Inc. as
the Appraiser (Consent filed as part of Exhibit 99.22)
3
<PAGE>
23.19 Consent of James Ratkovich & Associates, Inc. to inclusion of the
Appraisal of Shilo Inn of Nampa Boulevard, Idaho, (which Appraisal was
filed as Exhibit 99.23) naming James Ratkovich & Associates, Inc. as
the Appraiser (Consent filed as part of Exhibit 99.23)
23.20 Consent of James Ratkovich & Associates, Inc. to inclusion of the
Appraisal of Shilo Inn of Warrenton, Oregon (which Appraisal was filed
as Exhibit 99.24) naming James Ratkovich & Associates, Inc. as the
Appraiser (Consent filed as part of Exhibit 99.24)
23.21 Consent of James Ratkovich & Associates, Inc. to inclusion of the
Appraisal of Shilo Inn of Boise, Idaho (which Appraisal was filed as
Exhibit 99.25) naming James Ratkovich & Associates, Inc. as the
Appraiser (Consent filed as part of Exhibit 99.25)
23.22 Consent of James Ratkovich & Associates, Inc. to inclusion of the
Appraisal of Shilo Inn of Casper, Wyoming (which Appraisal was filed
as Exhibit 99.26) naming James Ratkovich & Associates, Inc. as the
Appraiser (Consent filed as part of Exhibit 99.26)
23.23 Consent of James Ratkovich & Associates, Inc. to inclusion of the
Appraisal of Shilo Inn of Yuma, Arizona (which Appraisal was filed as
Exhibit 99.27) naming James Ratkovich & Associates, Inc. as the
Appraiser (Consent filed as part of Exhibit 99.27)
23.24 Consent of James Ratkovich & Associates, Inc. to inclusion of the
Appraisal of Shilo Inn of Oakhurst, California (which Appraisal was
filed as Exhibit 99.28) naming James Ratkovich & Associates, Inc. as
the Appraiser (Consent filed as part of Exhibit 99.28)
23.25 Consent of James Ratkovich & Associates, Inc. to inclusion of the
Appraisal of Shilo Inn of Delano, California (which Appraisal was
filed as Exhibit 99.29) naming James Ratkovich & Associates, Inc. as
the Appraiser (Consent filed as part of Exhibit 99.29)
23.26 Consent of James Ratkovich & Associates, Inc. to inclusion of the
Appraisal of Shilo Inn of Pomona, California (which Appraisal was
filed as Exhibit 99.30) naming James Ratkovich & Associates, Inc. as
the Appraiser (Consent filed as part of Exhibit 99.30)
4
<PAGE>
23.27 Consent of James Ratkovich & Associates, Inc. to inclusion of the
Appraisal of Shilo Inn of Richland, Washington (which Appraisal was
filed as Exhibit 99.31) naming James Ratkovich & Associates, Inc. as
the Appraiser (Consent filed as part of Exhibit 99.31)
23.28 Consent of James Ratkovich & Associates, Inc. to inclusion of the
Appraisal of Shilo Inn of Spokane (which Appraisal was filed as
Exhibit 99.32) naming James Ratkovich & Associates, Inc. as the
Appraiser (Consent filed as part of Exhibit 99.32)
23.29 Consent of James Ratkovich & Associates, Inc. to inclusion of the
Appraisal of Shilo Inn of Dalles, Oregon (which Appraisal was filed as
Exhibit 99.33) naming James Ratkovich & Associates, Inc. as the
Appraiser (Consent filed as part of Exhibit 99.33)
23.30 Consent of James Ratkovich & Associates, Inc. to inclusion of the
Appraisal of Grant's Pass, Oregon (which Appraisal was filed as
Exhibit 99.34) naming James Ratkovich & Associates, Inc. as the
Appraiser (Consent filed as part of Exhibit 99.34)
23.31 Consent of James Ratkovich & Associates, Inc. to inclusion of the
Appraisal of Shilo Inn of Portland, Oregon (which Appraisal was filed
as Exhibit 99.35) naming James Ratkovich & Associates, Inc. as the
Appraiser (Consent filed as part of Exhibit 99.35)
23.32 Consent of James Ratkovich & Associates, Inc. to inclusion of the
Appraisal of Shilo Inn of Newport, Oregon (which Appraisal was filed
as Exhibit 99.36) naming James Ratkovich & Associates, Inc. as the
Appraiser (Consent filed as part of Exhibit 99.36)
23.33 Consent of James Ratkovich & Associates, Inc. to inclusion of the
Appraisal of Shilo Inn of Washington Square, Oregon (which Ap praisal
was filed as Exhibit 99.37) naming James Ratkovich & Associ ates, Inc.
as the Appraiser (Consent filed as part of Exhibit 99.37)
23.34 Consent of Arthur Andersen LLP to inclusion of the Appraisal of
Lincoln, Oregon (which Appraisal was filed as Exhibit 99.38) naming
Arthur Andersen LLP as the Appraiser (Consent filed as part of Exhibit
99.38)
5
<PAGE>
23.35 Consent of Huber & Lamb Appraisal Group, Inc. to inclusion of the
Appraisal of Bi-Lo Center (which Appraisal was filed as Exhibit 99.39)
naming Huber & Lamb Appraisal Group, Inc. as the Appraiser (Con sent
filed as part of Exhibit 99.39)
23.36 Consent of Huber & Lamb Appraisal Group, Inc. to inclusion of the
Appraisal of One Main Place (which Appraisal was filed as Exhibit
99.40) naming Huber & Lamb Appraisal Group, Inc. as the Appraiser
(Consent filed as part of Exhibit 99.40)
23.37 Consent of Huber & Lamb Appraisal Group, Inc. to inclusion of the
Appraisal of Chicot Crossing (which Appraisal was filed as Exhibit
99.41) naming Huber & Lamb Appraisal Group, Inc. as the Appraiser
(Consent filed as part of Exhibit 99.41)
23.38 Consent of Huber & Lamb Appraisal Group, Inc. to inclusion of the
Appraisal of Hollywood Video (Franklin, TN) (which Appraisal was filed
as Exhibit 99.45) naming Huber & Lamb Appraisal Group, Inc. as the
Appraiser (Consent filed as part of Exhibit 99.45)
6
<PAGE>
23.39 Consent of H.J. Porter Associates to inclusion of the Appraisal of
Mandeville Marketplace, Nine Mile Plaza, River Square Shopping Center,
Greenbrier Station, the "Y" Shoping Center, Russell Crossing, 59 West
Shopping Center, 29 North Shopping Center, Betts Crossing, Clanton
Marketplace, Opp Marketplace and Parker Center (which Appraisals were
filed as Exhibits 99.52, 99.44, 99.42, 99.51, 99.56, 99.55, 99.49,
99.48, 99.50, 99.43, 99.53 and 99.54 respectively) naming H.J. Porter
Associates as the Appraiser
23.40 Consent of Huber & Lamb Appraisal Group, Inc. to inclusion of the
Appraisal of Franklin Center (which Appraisal was filed as Exhibit
99.57) naming Huber & Lamb Appraisal Group, Inc. as the Appraiser
(Consent filed as part of Exhibit 99.57)
7
<PAGE>
23.41 Consent of Huber & Lamb Appraisal Group, Inc. to inclusion of the
Appraisal of Brownsville Place (which Appraisal was filed as Exhibit
99.58) naming Huber & Lamb Appraisal Group, Inc. as the Appraiser
(Consent filed as part of Exhibit 99.58)
23.42 Consent of Huber & Lamb Appraisal Group, Inc. to inclusion of the
Appraisal of Delchamps Plaza (which Appraisal was filed as Exhibit
99.59) naming Huber & Lamb Appraisal Group, Inc. as the Appraiser
(Consent filed as part of Exhibit 99.59)
23.43 Consent of Huber & Lamb Appraisal Group, Inc. to inclusion of the
Appraisal of Hollywood Video (Paducah, KY) (which Appraisal was filed
as Exhibit 99.60) naming Huber & Lamb Appraisal Group, Inc. as the
Appraiser (Consent filed as part of Exhibit 99.60)
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.
Commercial Mortgage
Acceptance Corp.
December 18, 1997 /s/ Leon E. Bergman
Date -------------------------
Name:
Title:
8
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Item 601(a) of Regulation
S-K Exhibit No. Description
------------------------- -----------
<S> <C>
23.1 Consent to inclusion of Appraisal of Boronda
Manor Apartments., Marina Playa Apartments,
Birch Creek Apartments
23.2 Consent to inclusion of Appraisal of The Capri.
23.3 Consent to inclusion of Appraisal of Dain
Bosworth - Gaviidae Common I & II.
23.4 Consent to inclusion of Appraisal of Nobhill
Apartments.
23.5 Consent to inclusion of Appraisal of Laurel
Tree Apartments and Harding Park Apartments
23.6 Consent to inclusion of Appraisal of Copley
Place.
23.7 Consent to inclusion of Appraisal of Circles
Phase I, II & III. and North Plaza Apartments
23.8 Consent to inclusion of Appraisal of Westlake
Apartments.
23.9 Consent to inclusion of Appraisal of The Elms.
23.10 Consent to inclusion of Appraisal of Pine
Grove Apartments.
23.11 Consent to inclusion of Appraisal of One
Orlando Center.
23.12 Consent to inclusion of Appraisal of Heather
Plaza Apartments.
23.13 Consent to inclusion of Appraisal of Ritz-Carlton
Hotel St. Louis, Four Seasons, Biltmore and
Ritz Carlton, St. Louis
23.14 Consent to inclusion of Appraisal of Tower 45.
23.15 Consent to inclusion of Appraisal of Liberty
Plaza.
23.16 Consent to inclusion of Appraisal of West Point
Apartments.
23.17 Consent to inclusion of Appraisal of Franklin
Mills Mall.
23.18 Consent to inclusion of Appraisal of Shilo Inn
of Idaho Falls, Idaho. (previously filed as
99.22)
23.19 Consent to inclusion of Appraisal of Shilo Inn
of Nampa Boulevard, Idaho. (previously
filed as 99.23)
23.20 Consent to inclusion of Appraisal of Shilo Inn
of Warrenton, Oregon. (previously filed as
99.24)
23.21 Consent to inclusion of Appraisal of Shilo Inn
of Boise, Idaho. (previously filed as 99.25)
23.22 Consent to inclusion of Appraisal of Shilo Inn of Casper, Wyoming.
(previously filed as 99.26)
23.23 Consent to inclusion of Appraisal of Shilo Inn of Yuma, Arizona.
(previously filed as 99.27)
23.24 Consent to inclusion of Appraisal of Shilo Inn of Oakhurst, California.
(previously filed as 99.28)
23.25 Consent to inclusion of Appraisal of Shilo Inn of Delano, California.
(previously filed as 99.29)
23.26 Consent to inclusion of Appraisal of Shilo Inn of Pomona, California.
(previously filed as 99.30)
23.27 Consent to inclusion of Appraisal of Shilo Inn of Richland, Washington.
(previously filed as 99.31)
23.28 Consent to inclusion of Appraisal of Shilo Inn of Spokane, Washington.
(previously filed as 99.32)
23.29 Consent to inclusion of Appraisal of Shilo Inn of Dalles, Oregon.
(previously filed as 99.33)
23.30 Consent to inclusion of Appraisal of Shilo Inn of Grant's Pass, Oregon.
(previously filed as 99.34)
23.31 Consent to inclusion of Appraisal of Shilo Inn of Portland, Oregon.
(previously filed as 99.35)
23.32 Consent to inclusion of Appraisal of Shilo Inn of Newport, Oregon.
(previously filed as 99.36)
23.33 Consent to inclusion of Appraisal of Shilo Inn of Washington Square, Oregon.
(previously filed as 99.37)
23.34 Consent to inclusion of Appraisal of Shilo Inn of Lincoln, Oregon.
23.35 Consent to inclusion of Appraisal of Bi-Lo Center.
(previously filed as 99.39)
23.36 Consent to inclusion of Appraisal of One Main Place.
(previously filed as 99.40)
23.37 Consent to inclusion of Appraisal of Chicot Crossing.
(previously filed as 99.41)
23.38 Consent to inclusion of Appraisal of Hollywood Video (Franklin, TN).
(previously filed as 99.45)
<PAGE>
23.39 Consent to inclusion of Appraisal of The "Y", Mandeville Marketplace, Nine Mile
Plaza, River Square Shopping Center, Greenbrier Station,
Russell Crossing, 59 West Shopping Center, 29 North
Shopping Center, Betts Crossing, Clanton Marketplace,
Opp Marketplace, Parker Center
23.40 Consent to Inclusion of Appraisal of Franklin Center.
(previously filed as 99.57)
23.41 Consent to inclusion of Appraisal of Brownsville Place.
(previously filed as 99.58)
23.42 Consent to inclusion of Appraisal of Delchamps Plaza.
(previously filed as 99.59)
23.43 Consent to inclusion of Appraisal of Hollywood Video (Paducah, KY).
(previously filed as 99.60)
5
</TABLE>
<PAGE>
EXHIBIT 23.1
December 19, 1997
Mr. Larry Miller, Director
Investment Banking
Merrill Lynch
250 Vesey Street, 26th Floor
New York, NY 10281-1326
Dear Mr. Miller:
This is to confirm that, notwithstanding anything to the contrary contained
in the three (3) reports listed below, such report and the transmittal
letter related thereto, as well as the name Arthur Andersen LLP ("Andersen"),
may be included in and referred to in any offering document relating to the
sale of related real estate or mortgage securities or participation interests
to institutional investors.
The three (3) reports are:
o An appraisal of the property commonly known as Birch Creek Apartments,
located at 575 South Rengstorff Avenue, Mountain View, CA 94040. An
appraisal dated December 1, 1996, was performed for American Apartment
Communities. Subsequently, an updated report was address to Merrill Lynch &
Co. on June 1, 1997.
o An appraisal of the property commonly known as Marina Playa Apartments,
located at 3500 Granada Avenue, Santa Clara, CA 95051. An appraisal dated
December 1, 1996, was performed for American Apartment Communities.
Subsequently, an updated report was address to Merrill Lynch & Co. on June
1, 1997.
o An appraisal of the property commonly known as Bermuda Manor Apartments,
located at 2073 Santa Rita Street, Salinas, CA 93906. This report,
addressed to Merrill Lynch, was dated November 19, 1997.
This agreement is subject to a Letter of Indemnity (the "Indemnity"), dated
December 18, 1997, signed by John E. Gluszak, Vice President, and Bruce L.
Ackerman, Managing Director, and initialed by Brian E. Ginsberg.
Sincerely,
Arthur Andersen LLP
/s/ Brian E. Ginsberg
- -------------------------
Brian E. Ginsberg
<PAGE>
EXHIBIT 23.2
October 29, 1997
Mr. Larry Miller, Director
Investment Banking
Merrill Lynch
250 Vesey Street, 26th Floor
New York, NY 10281-1326
Dear Mr. Miller:
This is to confirm that, notwithstanding anything to the contrary contained in
our report dated September 28, 1996 with respect to our appraisal, as of
September 28, 1996, of the leased fee interest in The Capri Apartments, such
report and the transmittal letter related thereto, as well as the name Robert
Saia & Associates, may be included in and referred to in any offering document
relating to the sale of related real estate or mortgage securities or
participation interests to institutional investors.
Sincerely,
Robert Saia & Associates
/s/ Robert Saia
- -------------------------------
Robert Saia
<PAGE>
EXHIBIT 23.3
October 29, 1997
Mr. Larry Miller, Director
Investment Banking
Merrill Lynch
250 Vesey Street, 26th Floor
New York, NY 10281-1326
Dear Mr. Miller:
This is to confirm that, notwithstanding anything to the contrary contained in
our report dated March 1, 1997 with respect to our appraisal, as of February
19, 1997, of the leased fee estate interest in Dain Bosworth Plaza and Gavidae
Common, such report and the transmittal letter related thereto, as well as the
name Lunz, Massopust, Reid, DeCaster & Lammers, Inc., may be included in and
referred to in any offering document relating to the sale of related real
estate or mortgage securities or participation interests to institutional
investors.
Sincerely,
Lunz, Massopust, Reid, DeCaster & Lammers, Inc.
/s/ Todd M. Reid
- --------------------------
Todd M. Reid
<PAGE>
EXHIBIT 23.4
October 29, 1997
Mr. Larry Miller, Director
Investment Banking
Merrill Lynch
250 Vesey Street, 26th Floor
New York, NY 10281-1326
Dear Mr. Miller:
This is to confirm that, notwithstanding anything to the contrary contained in
our report dated August 12, 1997 with respect to our appraisal, as of August 7,
1997, of the fee simple estate interest in Nob Hill Apartments, such report and
the transmittal letter related thereto, as well as the name O'Connor &
Associates, may be included in and referred to in any offering document
relating to the sale of related real estate or mortgage securities or
participation interests to institutional investors.
Sincerely,
O'Connor & Associates
/s/ Patrick C. O'Connor
- --------------------------
Patrick C. O'Connor
<PAGE>
EXHIBIT 23.5
October 29, 1997
Mr. Larry Miller, Director
Investment Banking
Merrill Lynch
250 Vesey Street, 26th Floor
New York, NY 10281-1326
Dear Mr. Miller:
This is to confirm that, notwithstanding anything to the contrary contained in
our report dated September 28, 1996 with respect to our appraisal, as of
September 28, 1996, of the leased fee interest in Laurel Tree Apartments and
Harding Park Townhomes, such report and the transmittal letter related thereto,
as well as the name Robert Saia & Associates, may be included in and referred
to in any offering document relating to the sale of related real estate or
mortgage securities or participation interests to institutional investors.
Sincerely,
Robert Saia & Associates
/s/ Robert Saia
- -------------------------------
Robert Saia
<PAGE>
EXHIBIT 23.6
[LANDAUER ASSOCIATES, INC. LETTERHEAD]
December 11, 1997
Mr. Bruce L. Ackerman
Managing Director, Investment Banking
Merrill Lynch & Company
Corporate and Institutional Client Group
World Financial Center, North Tower
New York, NY 10281-1326
Re: Retail, Offices & Garages at Copley Place, Boston, MA
Dear Mr. Ackerman:
Landauer Associates, Inc. ("Landauer") was retained by Metropolitan Life
Insurance Company ("Metropolitan") to appraise the market value of the
leasehold interest in the retail, office and garage portions of Copley Place,
Boston, MA (the "Property") as of June 30, 1997. Landauer reported its
findings in an appraisal report dated July 23, 1997, (the "Report"), addressed
to Metropolitan. The purpose of the Report was to serve as an element in the
refinancing of the property which was proposed by Metropolitan. Landauer
understands that Metropolitan would like to have the report re-addressed to
include Merrill Lynch & Company ("Merrill") as co-addressee, in connection with
Merrill's proposed participation in the refinancing.
As agreed by Metropolitan in its letter to Landauer dated December 2, 1997,
this letter hereby amends the original transmittal letter dated July 23, 1997
addressed to Metropolitan, and the Report, to include Merrill as co-addressee.
As co-addressee, and other than as amended by the terms of this letter, Merrill
acknowledges, accepts and agrees to be bound by the terms, assumptions and
limiting conditions contained in the Report in their entirety. Subject to this
and to the terms of the agreement between Landauer and Merrill, dated December
3, 1997, Landauer consents to the use of the Report by Merrill in accordance
with Limiting Condition I of the Report. Notwithstanding the foregoing,
Landauer reserves the right to review and approve any other references to
Landauer, in accordance with Limiting Condition I of the Report.
As agreed, the re-addressing of the report to include Merrill does not oblige
Landauer to make any other changes to the report or to provide any subsequent
services, including responding to queries regarding any aspects of the report
from Merrill or any third parties.
Sincerely,
LANDAUER ASSOCIATES, INC.
/s/ James C. Kafes, MAI, CRE
Executive Managing Director
<PAGE>
EXHIBIT 23.7
October 29, 1997
Mr. Larry Miller, Director
Investment Banking
Merrill Lynch
250 Vesey Street, 26th Floor
New York, NY 10281-1326
Dear Mr. Miller:
This is to confirm that, notwithstanding anything to the contrary contained in
our report dated September 28, 1996 with respect to our appraisal, as of
September 28, 1996, of the leased fee interest in The Circles and North Plaza
Apartments, such report and the transmittal letter related thereto, as well as
the name Robert Saia & Associates, may be included in and referred to in any
offering document relating to the sale of related real estate or mortgage
securities or participation interests to institutional investors.
Sincerely,
Robert Saia & Associates
/s/ Robert Saia
- -------------------------------
Robert Saia
<PAGE>
EXHIBIT 23.8
October 29, 1997
Mr. Larry Miller, Director
Investment Banking
Merrill Lynch
250 Vesey Street, 26th Floor
New York, NY 10281-1326
Dear Mr. Miller:
This is to confirm that, notwithstanding anything to the contrary contained in
our report dated September 28, 1996 with respect to our appraisal, as of
September 28, 1996, of the leased fee interest in Westlake Apartments, such
report and the transmittal letter related thereto, as well as the name Robert
Saia & Associates, may be included in and referred to in any offering document
relating to the sale of related real estate or mortgage securities or
participation interests to institutional investors.
Sincerely,
Robert Saia & Associates
/s/ Robert Saia
- -------------------------------
Robert Saia
<PAGE>
EXHIBIT 23.9
October 29, 1997
Mr. Larry Miller, Director
Investment Banking
Merrill Lynch
250 Vesey Street, 26th Floor
New York, NY 10281-1326
Dear Mr. Miller:
This is to confirm that, notwithstanding anything to the contrary contained in
our report dated September 28, 1996 with respect to our appraisal, as of
September 28, 1996, of the fee simple interest in The Elm Apartments, such
report and the transmittal letter related thereto, as well as the name Robert
Saia & Associates, may be included in and referred to in any offering document
relating to the sale of related real estate or mortgage securities or
participation interests to institutional investors.
Sincerely,
Robert Saia & Associates
/s/ Robert Saia
- -------------------------------
Robert Saia
<PAGE>
EXHIBIT 23.10
October 29, 1997
Mr. Larry Miller, Director
Investment Banking
Merrill Lynch
250 Vesey Street, 26th Floor
New York, NY 10281-1326
Dear Mr. Miller:
This is to confirm that, notwithstanding anything to the contrary contained in
our report dated September 30, 1996 with respect to our appraisal, as of
September 28, 1996, of the leased fee interest in Pine Grove Apartments, such
report and the transmittal letter related thereto, as well as the name Robert
Saia & Associates, may be included in and referred to in any offering document
relating to the sale of related real estate or mortgage securities or
participation interests to institutional investors.
Sincerely,
Robert Saia & Associates
/s/ Robert Saia
- -------------------------------
Robert Saia
<PAGE>
EXHIBIT 23.11
December 19, 1997
Mr. Larry Miller, Director
Investment Banking
Merrill Lynch
250 Vesey Street, 26th Floor
New York, NY 10281-1326
Dear Mr. Miller:
This is to confirm that, notwithstanding anything to the contrary contained in
our report dated September 23, 1997 with respect to our appraisal of One
Orlando Center, such report and the transmittal letter related thereto, as
well as the name Cushman & Wakefield, may be included in and referred to in
any offering document relating to the sale of related real estate or mortgage
securities or participation interests to institutional investors.
Sincerely,
Cushman & Wakefield
/s/ Joseph Dondiego
- -------------------------------
Joseph Dondiego
Managing Director
<PAGE>
EXHIBIT 23.12
October 29, 1997
Mr. Larry Miller, Director
Investment Banking
Merrill Lynch
250 Vesey Street, 26th Floor
New York, NY 10281-1326
Dear Mr. Miller:
This is to confirm that, notwithstanding anything to the contrary contained in
our report dated September 28, 1996 with respect to our appraisal, as of
September 28, 1996, of the leased fee interest in Heather Plaza Apartments,
such report and the transmittal letter related thereto, as well as the name
Robert Saia & Associates, may be included in and referred to in any offering
document relating to the sale of related real estate or mortgage securities or
participation interests to institutional investors.
Sincerely,
Robert Saia & Associates
/s/ Robert Saia
- -------------------------------
Robert Saia
<PAGE>
EXHIBIT 23.13
[PKF LETTERHEAD]
October 21, 1997
Mr. Edward J. Welch
Director
Merrill Lynch
250 Vesey Street
New York, NY 10021-1326
Dear Mr. Welch:
This is to confirm that our reports on the appraisal of the market value of the
Four Seasons Hotel located in Santa Barbara, California, the Ritz-Carlton
located in St. Louis, Missouri, and the Four Seasons Hotel located in Austin,
Texas, may be included in a Registration Statement to be filed with the
Securities and Exchange Commission. However, it is understood that our reports
must be included in their entirety in any filing.
If you have any questions on the foregoing, please don't hesitate to give me a
call.
Very truly yours,
/s/ Thomas E. Callahan
-------------------------------------
Thomas E. Callahan, CPA, CRE, MAI
Executive Vice President
TEC/dd
<PAGE>
EXHIBIT 23.14
December 19, 1997
Mr. Larry Miller, Director
Investment Banking
Merrill Lynch
250 Vesey Street, 26th Floor
New York, NY 10281-1326
Dear Mr. Miller:
This is to confirm that, notwithstanding anything to the contrary contained in
our report dated October 1, 1997 with respect to our appraisal of Tower 45,
such report and the transmittal letter related thereto, as well as the name
Cushman & Wakefield, may be included in and referred to in any offering document
relating to the sale of related real estate or mortgage securities or
participation interests to institutional investors.
Sincerely,
Cushman & Wakefield
/s/ Joseph Dondiego
- -------------------------------
Joseph Dondiego
Managing Director
<PAGE>
EXHIBIT 23.15
December 17, 1997
Mr. Larry Miller, Director
Investment Banking
Merrill Lynch
250 Vesey Street, 26th Floor
New York, NY 10281-1326
Dear Mr. Miller:
This is to confirm that, notwithstanding anything to the contrary contained in
our report dated April 16, 1997, with respect to our appraisal of Liberty Plaza
Shopping Center, such report and the transmittal letter related thereto, as
well as the name Cushman & Wakefield, may be included in and referred to in any
offering document relating to the sale of related real estate or mortgage
securities or participation interests to institutional investors.
Sincerely,
Cushman & Wakefield
/s/ Joseph Dondiego
- -------------------------------
Joseph Dondiego
Managing Director
<PAGE>
EXHIBIT 23.16
October 29, 1997
Mr. Larry Miller, Director
Investment Banking
Merrill Lynch
250 Vesey Street, 26th Floor
New York, NY 10281-1326
Dear Mr. Miller:
This is to confirm that, notwithstanding anything to the contrary contained in
our report dated August 5, 1997 with respect to our appraisal, as of July 29,
1997, of the fee simple estate interest in West Point Apartments, such report
and the transmittal letter related thereto, as well as the name O'Connor &
Associates, may be included in and referred to in any offering document
relating to the sale of related real estate or mortgage securities or
participation interests to institutional investors.
Sincerely,
O'Connor & Associates
/s/ Patrick C. O'Connor
- --------------------------
Patrick C. O'Connor
<PAGE>
EXHIBIT 23.17
December 17, 1997
Mr. Larry Miller, Director
Investment Banking
Merrill Lynch
250 Vesey Street, 26th Floor
New York, NY 10281-1326
Dear Mr. Miller:
This is to confirm that, notwithstanding anything to the contrary contained in
our report dated April 16, 1997, with respect to our appraisal of Franklin Mills
Outlet Mall, such report and the transmittal letter related thereto, as
well as the name Cushman & Wakefield, may be included in and referred to in any
offering document relating to the sale of related real estate or mortgage
securities or participation interests to institutional investors.
Sincerely,
Cushman & Wakefield
/s/ Joseph Dondiego
- -------------------------------
Joseph Dondiego
Managing Director
<PAGE>
EXHIBIT 23.39
[H.J. PORTER & ASSOCIATES LETTERHEAD]
December 11, 1997
Mr. Larry Miller, Director
Merrill Lynch
250 Vesey Street, 26th Floor
New York, NY 10281-1326
Dear Mr. Miller:
This is to confirm that, notwithstanding anything to the contrary contained in
our report dated August-November 1997, with respect to our appraisals of the
leased fee interests in the twelve (12) Newton Oldacre McDonald properties
listed below, such report and the transmittal letter related thereto, as well
as the name H.J. Porter & Associates may be included in and referred to in any
offering document relating to the sale of related real estate or mortgage
securities or participation interests to institutional investors.
The twelve (12) properties are those properties, commonly known as:
o Mandeville Marketplace (Mandeville, LA)
o Nine Mile Plaza (Pensacola, FL)
o River Square Shopping Center (Hueytown, AL)
o Greenbrier Station (Anniston, AL)
o The "Y" Shopping Center (Panama City, FL)
o Russell Crossing (Phenix City, AL)
o 59 West Shopping Center (Bessemer, AL)
o 29 North Shopping Center
o Betts Crossing (Opelika, AL)
o Clanton Marketplace (Clanton, AL)
o Opp Marketplace (Opp, AL)
o Parker Center (Parker, FL)
Sincerely
H.J. Porter & Associates
/s/ Howard J. Porter, Jr.
Howard J. Porter, Jr. President
