As filed with the Securities Exchange Commission on March 15, 2000
Registration Nos. 333-31698, 333-31698-01
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PNC MORTGAGE ACCEPTANCE CORP.
SERIES 1999-CM1 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES TRUST
AND
PNC MORTGAGE ACCEPTANCE CORP.
(Exact name of registrant as specified in its charter)
New York Applied For
Missouri 43-1681393
(State or other jurisdiction (I.R.S. Employer of
incorporation or organization) Identification Number)
PNC Mortgage Acceptance Corp. Norwest Bank Minnesota, N.A., Trustee
210 West 10th Street, 6th Floor Corporate Trust Department
Kansas City, Missouri 64105 3 New York Plaza, 15th Floor
(816) 435-5000 New York, New York 10004
Attention: Asset-Bank Securities
Trust Series
PNCMAC Series 1999-CM1
(212) 515-5254
(Address, including zip code, and telephone number, including area
code, of registrants' principal executive offices)
Douglas D. Danforth, Jr.
PNC 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)
Copy to:
Patrick J. Respeliers
Stephen W. Grow
Morrison & Hecker L.L.P.
2600 Grand Avenue
Kansas City, Missouri 64108
(816) 691-2600
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. [X]
<PAGE>
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. [_]
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>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed
Proposed Maximum Amount of
Title of Maximum Aggregate Registration
Securities to Amount to be Offering Price Offering Fee
be Registered Registered Per Security Price
- --------------------------------------------------------------------------------
Mortgage Pass
Through
Certificates (1) (1) (1) (2)
- --------------------------------------------------------------------------------
(1) This Registration Statement registers an indeterminate amount of securities
to be offered and sold in secondary market-making transactions by PNC
Capital Markets, Inc., an affiliate of PNC Mortgage Acceptance Corp., with
respect to those classes of the PNC Mortgage Acceptance Corp.'s series
1999-CM1 commercial mortgage pass-through certificates that were previously
registered under Registration Statement No. 333-60749.
(2) The Registration Fee has been previously paid by PNC Mortgage Acceptance
Corp. under Registration Statement No. 333-60749 and pursuant to Rule 429 no
additional filing fee is required with this registration statement.
The registrants hereby amend this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrants shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The expenses expected to be incurred in connection with the issuance and
distribution of the securities being registered, other than underwriting
compensation, are as set forth below. All such expenses, except for the SEC
registration and filing fees, are estimated:
SEC Registration Fee................................. N/A
NASD Filing Fee...................................... N/A
Legal Fees and Expenses.............................. $20,000.00
Accounting Fees and Expenses......................... N/A
Trustee's Fees and Expenses (including counsel fees). N/A
Blue Sky Qualification Fees and Expenses............. N/A
Printing and Engraving Fees.......................... $20,000.00
Rating Agency Fees................................... N/A
Miscellaneous........................................ $ 5,000.00
-----------
Total................................................ $45,000.00
==========
Item 15. Indemnification of Directors and Officers
The Pooling and Servicing Agreement for the PNC Mortgage Acceptance Corp
Series 1999-CM1 Commercial Mortgage Pass-Through Certificates provides that the
Trust Fund will indemnify the Depositor, the Master Servicer, the Special
Servicer and any owner, director, officer, employee or agent of the Depositor,
the Master Servicer or the Special Servicer against loss, liability or expense
incurred in connection with any legal action relating to the Pooling and
Servicing Agreement or the Certificates except any loss, liability or expense
(i) specifically required to be borne by that party under the Pooling and
Servicing Agreement or (ii) incurred by reason of the party's willful
misfeasance, misrepresentation, bad faith, fraud or negligence or (in the case
of the Master Servicer and Special Servicer) a breaching of the Servicing
Standard in the performance of its respective duties or by reason of negligent
disregard of its respective obligations or duties under the Pooling and
Servicing Agreement.
The Pooling and Servicing Agreement also provides indemnification by the
Master Servicer and the Special Servicer of the Trustee, its directors,
officers, employees and agents for certain expenses and costs relating to the
Master Servicer's or Special Servicer's willful misconduct, bad faith, fraud,
misrepresentation and/or negligence in performing its duties or negligent
disregard of its obligations and duties.
The Pooling and Servicing Agreement also provides indemnification by the
Trust Fund of the Trustee, its directors, officers, employees and agents for
certain losses and expenses that constitute "unanticipated expenses incurred by
the REMIC" other than those that arise from the Trustee's negligence,
misrepresentation, fraud, bad faith or willful misconduct, that the Trustee is
specifically required to bear by the Pooling and Servicing Agreement or that are
paid by the Master Servicer or Special Servicer under the indemnification
provision summarized in the immediately preceding paragraph.
Section 355 of the General and Business Corporation Law of Missouri
empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he or she is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise.
Depending on the character of the proceeding, a corporation may indemnify
against expenses, costs and fees (including attorney's fees), judgements, fines
and amounts paid in settlement actually and reasonably incurred in connection
with such action, suit or proceeding if the person indemnified acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. If the person indemnified is not wholly successful in such action,
suit or proceeding, but is successful, on the merits or otherwise, in one or
more but less than all claims, issues or matters in such proceeding, he or she
may be indemnified against expenses actually and reasonably incurred in
connection with each successfully resolved claim, issue or matter. In the case
of an action or suit by or in the right of the corporation, no indemnification
may be made in respect to any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the court in which such action or suit was brought shall determine
that despite the adjudication of liability such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.
Section 355 provides that to the extent a director, officer, employee or agent
of a corporation has been successful in the defense of any action, suit or
proceeding referred to above or in the defense of any claim, issue or matter
therein, he or she shall be indemnified against expenses (including attorney's
fees) actually and reasonably incurred by him or her in connection therewith.
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<PAGE>
Section 355 of the General and Business Corporation Law of Missouri
further provides that a corporation may give any further indemnity, in addition
to the indemnity set forth above to any person who is or was a director,
officer, employee or agent, or to any person who is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, provided
such further indemnity is either (i) authorized, directed, or provided for in
the articles of incorporation of the corporation or any duly adopted amendment
thereof or (ii) is authorized, directed, or provided for in any bylaw or
agreement of the corporation which has been adopted by a vote of the
shareholders of the corporation, and provided further that no such indemnity
shall indemnify any person from or on account of such person's conduct which was
finally adjudged to have been knowingly fraudulent, deliberately dishonest or
willful misconduct. The Articles of Incorporation of PNC Mortgage Acceptance
Corp. contain a provision requiring the registrant to indemnify each such person
to the extent his or her conduct is not adjudged to have been knowingly
fraudulent, deliberately dishonest or willful misconduct.
PNC Mortgage Acceptance Corp. is authorized to purchase liability
insurance for its directors and officers if it has not currently obtained
such a policy.
Reference is made to the Underwriting Agreement filed as Exhibit 1.1
hereto for provisions relating to the indemnification of directors, officers and
controlling persons against certain liabilities including liabilities under the
Securities Act of 1933, as amended. Pursuant to the Underwriting Agreement, the
underwriters will indemnify and hold harmless PNC Mortgage Acceptance Corp. and
each person, if any, who controls PNC Mortgage Acceptance Corp. within the
meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20
of the Securities Act of 1934, as amended, against any and all losses, claims,
damages or liabilities, joint or several, to which they may become liable under
the Securities Act of 1933, as amended, the Securities Act of 1934, as amended,
or other federal or state law or regulation, at common law or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in the prospectus or prospectus supplement or in
any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in
light of the circumstances under which they were made, but only with reference
to written information furnished to PNC Mortgage Acceptance Corp. by or on
behalf of the underwriters specifically for use in connection with the
preparation of the documents referred to in the foregoing indemnity.
Item 16. Exhibits and Financial Statements
(a) Exhibit
1.1* Underwriting Agreement (filed as Exhibit 1.1 to Form 8-K filed by PNC
Mortgage Acceptance Corp. Series 1999-CM1 Commercial Mortgage
Pass-Through Certificates Trust on December 17, 1999).
3.1* Restated Articles of Incorporation of the registrant (filed as Exhibit
3.1 to registration statement No. 333-95447).
3.2* Restated bylaws of the registrant (filed as Exhibit 3.2 to
registration statement No. 333-95447).
4.1* Pooling and Servicing Agreement (filed as Exhibit 4.1 to Form 8-K
filed by PNC Mortgage Acceptance Corp. Series 1999-CM1 Commercial
Mortgage Pass-Through Certificates Trust on December 17, 1999).
5.1** Opinion of Morrison & Hecker L.L.P. as to legality.
8.1** Opinion of Morrison & Hecker L.L.P. as to certain tax matters.
23.1** Consent of Morrison & Hecker L.L.P. (included in Exhibits 5.1 and
8.1).
24.1** Power of Attorney.
- ---------------------------
*Incorporated by reference.
** Previously filed.
(b) Financial Statements
All financial statements, schedules and historical financial information have
been omitted as they are not applicable.
II-2
<PAGE>
Item 17. Undertakings
A. Undertaking pursuant to Rule 415.
The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
B. Undertaking Concerning Filings Incorporating Subsequent Exchange
Act Documents by Reference.
The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrants' annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Undertaking in Respect of Indemnification.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrants pursuant to the foregoing provisions, or otherwise, the
registrants have been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrants will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by them is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrants certify that they have reasonable grounds to believe that they meet
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 have duly caused this Amendment No. 1 to the Registration
Statement to be signed on their behalf by the undersigned, thereunto duly
authorized, in the City of Kansas City, State of Missouri, on March 15, 2000.
TRUST CREATED BY PNC MORTGAGE ACCEPTANCE CORP. (under a Pooling &
Servicing Agreement dated as of December 1, 1999 which Trust is the issuer
of Commercial Mortgage Pass-Through Certificates, Series 1999-CM1).
By: PNC Mortgage Acceptance Corp., not in its individual capacity but
solely as a duly authorized agent of the Trust pursuant to Section 3.20 of
the above referenced Pooling and Servicing Agreement dated as of December
1, 1999.
By: /s/ Lawrence D. Ashley
-------------------------
Lawrence D. Ashley
Senior Vice President
PNC MORTGAGE ACCEPTANCE CORP.
By: /s/ Lawrence D. Ashley
-------------------------
Lawrence D. Ashley
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities and as of the dates indicated.
Signature Position Date
*/s/ Douglas D. Danforth, Jr. Director and President March 15, 2000
- ----------------------------- of PNC Mortgage
Douglas D. Danforth, Jr Acceptance Corp.
(Principal Executive Officer)
*/s/ Vince Beckett Chief Financial Officer of March 15, 2000
- ------------------------------ PNC Mortgage Acceptance Corp.
Vince Beckett (Principal Financial and
Accounting Officer)
*/s/ Cathrine Nix Director of PNC Mortgage March 15, 2000
- ------------------------------ Acceptance Corp.
Cathrine Nix
*/s/ Jeffrey E. Johnson Director of PNC Mortgage March 15, 2000
- ------------------------------ Acceptance Corp.
Jeffrey E. Johnson
*By: /s/ Lawrence D. Ashley
--------------------------
Lawrence D. Ashley
Attorney-in-Fact
S-1
