UNITED STATES
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 EXCHANGE ACT OF 1934
Date of Report December 2, 1999
PNC MORTGAGE ACCEPTANCE CORP.
(Exact name of registrant as specified in its charter)
Missouri 333-60749 43-1681393
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification)
210 West 10th Street, 6th Floor, Kansas City Missouri 64105
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: 816-435-5000
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<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
Exhibit 5.1 Opinion of Morrison & Hecker L.L.P. re: Legality relating to the
PNC Mortgage Acceptance Corp. Commercial Mortgage Pass - Through
Certificates Series 1999-CM1.
Exhibit 8.1 Opinion of Morrison & Hecker L.L.P. re: Tax Matters relating to
the PNC Mortgage Acceptance Corp. Commercial Mortgage Pass -
Through Certificates Series 1999-CM1.
Exhibit 23.1 Consent of Counsel Morrison & Hecker L.L.P. Contained in Exhibit
5.1 and 8.1.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
PNC MORTGAGE ACCEPTANCE CORP.
By: /s/ Charles J. Sipple
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Name: Charles J. Sipple
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Title: Executive Vice President
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Date: December 2, 1999
MORRISON & HECKER L.L.P.
ATTORNEYS AT LAW
2600 Grand Avenue
Kansas City,
Missouri 64108-4606
Telephone (816)
691-2600
Telefax (816) 474-4208
December 2, 1999
PNC Mortgage Acceptance Corp.
210 West 10th Street, 6th Floor
Kansas City, Missouri 64105
Re: PNC Mortgage Acceptance Corp.
Registration Statement on Form S-3 (No. 333-60749)
Ladies and Gentlemen:
We have acted as your counsel in connection with the preparation of (i) a
registration statement (the "Registration Statement") on Form S-3 (Registration
No. 333-60749) filed with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended (the "Act");
(ii) a prospectus forming a part of the Registration Statement (the
"Prospectus"); (iii) a Pooling and Servicing Agreement dated as of December 1,
1999 (the "Pooling and Servicing Agreement") among PNC Mortgage Acceptance
Corp., as Depositor (the "Company"), Midland Loan Services, Inc., as Master
Servicer and Special Servicer, and Norwest Bank Minnesota, National Association
as Trustee (the "Trustee"); and, (iv) a final prospectus supplement dated
November 22, 1999 (the "Prospectus Supplement") relating to the offer and sale
of the PNC Mortgage Acceptance Corp. Commercial Mortgage Pass-Through
Certificates, Series 1999-CM1 Class S, Class A-1A, Class A-1B, Class A-2, Class
A-3, Class A-4, Class B-1 and Class B-2 Certificates (collectively, the
"Certificates"). Capitalized terms used and not otherwise defined herein have
the respective meanings given them in the Pooling and Servicing Agreement 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 qualification,
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.
Washington, D.C. / Phoenix, Arizona / Overland Park, Kansas / Wichita, Kansas
<PAGE>
PNC Mortgage Acceptance Corp.
December 2, 1999
Page 2
In rendering the opinions set forth below, we have examined and relied on
the following: (1) the Registration Statement, the Prospectus and the Prospectus
Supplement; (2) the Pooling and Servicing Agreement; and (3) such other
documents, materials, and 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. The Pooling and Servicing Agreement is the valid and legally binding
obligation of the Company, enforceable against the Company in accordance with
its terms.
2. When (a) the Mortgage Loans and other consideration for the
Certificates constituting the Trust Fund have been deposited with the Trustee,
(b) the Certificates have been duly executed, authenticated, delivered and sold
as provided in the Pooling and Servicing Agreement and the Prospectus Supplement
and (c) the consideration for the sale of the Certificates has been fully paid
to the Company, the Certificates will be legally and validly issued, fully paid
and nonassessable, and the duly registered holders of the Certificates will be
entitled to the benefits of the 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 the Pooling and
Servicing Agreement or the Certificates may be rendered unenforceable or limited
by applicable laws, regulations or judicial decisions, but such laws,
regulations and judicial decisions will not render the Pooling and Servicing
Agreement or the 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.
We hereby consent to the filing of this letter as an Exhibit to the
Registration Statement and to the references 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,
MORRISON & HECKER L.L.P.
/s/ Morrison & Hecker L.L.P.
MORRISON & HECKER L.L.P.
ATTORNEYS AT LAW
2600 Grand Avenue
Kansas City,
Missouri 64108-4606
Telephone (816)
691-2600
Telefax (816) 474-4208
December 2, 1999
PNC Mortgage Acceptance Corp.
210 West 10th Street, 6th Floor
Kansas City, Missouri 64105
Re: Commercial Mortgage Pass-Through Certificates, Series 1999-CM1
Ladies and Gentlemen:
We have acted as your counsel in connection with the proposed issuance of
Commercial Mortgage Pass-Through Certificates, Series 1999-CM1 (the "Series
1999-CM1 Certificates") pursuant to the Registration Statement on Form S-3
(Registration No. 333-60749) (the "Registration Statement") and the Prospectus
dated November 22, 1999 and Prospectus Supplement dated November 22, 1999 (the
"Prospectus" and the "Prospectus Supplement", respectively) filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Act"). The Prospectus Supplement covers Certificates to be
publicly offered by PNC Mortgage Acceptance Corporation (the "Depositor"), the
Class S, Class A-1A, Class A-1B, Class A-2, Class A-3, Class A-4, Class B-1 and
Class B-2 Certificates. The Series 1999-CM2 Certificates will be issued under a
Pooling and Servicing Agreement dated as of December 1, 1999, by and among the
Depositor, Midland Loan Services, Inc., as Master Servicer and Special Servicer,
and Norwest Bank Minnesota, National Association, as Trustee (the "Pooling and
Servicing Agreement"). Capitalized terms used and not otherwise defined herein
have the respective meanings given them in the Prospectus and the Prospectus
Supplement.
In rendering the opinion set forth below, we have examined and relied on
the following: (1) the Prospectus and the Prospectus Supplement and all exhibits
thereto; (2) the Pooling and Servicing Agreement; and (3) such other documents,
materials, and authorities as we have deemed necessary.
As your counsel, we have advised you with respect to certain federal
income tax aspects of the issuance of the Series 1999-C2 Certificates. Assuming
compliance with all provisions of, or descriptions within, the documents
referenced above, we are of the opinion that (i) each pool of assets with
respect to which a REMIC election is made will qualify as a REMIC under the Code
and (ii) the Class S, Class A-1A, Class A-1B, Class A-2, Class A-3, Class A-4,
Class B-1, Class B-2 and the Privately Placed Certificates other than the
residual certificates (as defined in the Pooling and
Washington, D.C. / Phoenix, Arizona / Overland Park, Kansas / Wichita, Kansas
<PAGE>
PNC Mortgage Acceptance Corp.
December 2, 1999
Page 2
Servicing Agreement) will be, or will represent ownership of, REMIC "regular
interests" and (b) each respective residual interest will be the sole "residual
interest" in the related REMIC.
As your counsel, we have advised you with respect to certain federal
income tax aspects of the issuance of the Series 1999-CM1 Certificates. Such
advice has formed the basis for the description of material federal income tax
consequences for holders of the Certificates that appear under the heading
"MATERIAL FEDERAL INCOME TAX CONSEQUENCES" in the Prospectus and Prospectus
Supplement. Such descriptions do not purport to discuss all possible federal
income tax ramifications of the proposed issuance of the Certificates, but, with
respect to those federal income tax consequences that are discussed, in our
opinion, the description is accurate in all material respects.
This opinion is based on the facts and circumstances set forth in the
Prospectus and the Prospectus Supplement and in the other documents reviewed by
us. Our opinion as to the matters set forth herein could change with respect to
the Series 1999-CM1 Certificates as a result of changes in facts and
circumstances, changes in the terms of the documents reviewed by us, or changes
in the law subsequent to the date hereof.
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,
MORRISON & HECKER L.L.P.
/s/ Morrison & Hecker L.L.P.
