Registration Statement No.[_____________]
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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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CHARTER MUNICIPAL MORTGAGE ACCEPTANCE COMPANY
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-3949418
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
625 Madison Avenue
New York, New York 10022
(212) 421-5333
(Address, Including Zip Code and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
Stuart J. Boesky
President and Chief Executive Officer
625 Madison Avenue
New York, New York 10022
(212) 421-5333
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
--------------------
copy to:
Mark Schonberger, Esq.
Battle Fowler LLP
75 East 55th Street
New York, New York 10022
(212) 856-7000
Approximate date of commencement of proposed sale to public: As
promptly as reasonably practical, after the effective date of this registration
statement, to permit an orderly sale.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
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, 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, 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, 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, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of each class Amount Proposed Maximum Proposed Maximum
of securities to be to be Offering Price per Aggregate Offering Amount of
Registered Registered Share Price(1) Registration Fee
<S> <C> <C> <C> <C>
Common Shares of Beneficial Interests(2) 1,000,000 $11.75 $11,750,000 $3,102
</TABLE>
1. Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(o) under the Securities Act of 1933, and based
upon the maximum aggregate offering price of all securities being
registered.
2. Such indeterminate number of shares as may from time to time be
issued at indeterminate prices registered hereunder.
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922161.6
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CHARTER MUNICIPAL MORTGAGE
ACCEPTANCE COMPANY
625 Madison Avenue
New York, New York, 10022
(212) 421-5333
* * *
ADMINISTRATOR OF THE PLAN
Fleet National Bank
c/o EquiServe, Limited Partnership
P.O. Box 8040
Boston, Massachusetts 02266-8040
(800) 730-6001
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No person is authorized to give any information or to make any representation
other than those contained or incorporated by reference in this Prospectus and,
if given or made, any such information or representation must not be relied upon
as having been authorized by CharterMac. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any of the securities offered
hereby in any jurisdiction to any person to whom it is unlawful to make such an
offer or solicitation in such jurisdiction. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that there has been no change in the affairs of CharterMac since
the date hereof.
- - --------------------------------------------------------------------------------
1,000,000 SHARES
CHARTER MUNICIPAL MORTGAGE
ACCEPTANCE COMPANY
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DIVIDEND REINVESTMENT
AND
SHARE PURCHASE PLAN
PROSPECTUS
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TABLE OF CONTENTS
Page
Summary ...........................................................2
Description of the Plan.............................................3
1. What is the purpose of the plan?...........................3
2. Who is eligible to participate in the plan?................3
3. How do you participate in the plan?........................3
4. When may you join the plan and when will your
investments begin?.........................................3
5. What does the Authorization Card provide?..................4
6. Who administers the plan for participants?.................4
7. Are there any expenses to participants in connection
with their participation in the plan?......................4
8. How many Shares will be purchased
for participants?..........................................4
9. When and at what price will Shares be purchased
under the plan?............................................4
10. Can the Shares be purchased at a discount under
the plan?.................................................5
11. Will certificates be issued for Shares purchased
under the plan?............................................5
12. Who will be eligible to make optional cash deposits?.......5
13. What are the limitations on making optional
cash deposits?............................................5
14. How and when are optional cash deposits invested in
Shares?....................................................6
15. What if your payment is returned for insufficient funds?...6
16. What kinds of reports will be sent to participants in
the plan?..................................................7
17. Will participants be credited with dividends on
Shares held in their accounts under the plan?..............7
18. How does a participant discontinue the reinvestment
of dividends under the plan?...............................7
19. How may a participant sell Shares purchased under the
plan?......................................................7
20. What happens if CharterMac has a beneficial interest
rights offering, issues a Share dividend, or declares a
Share split?...............................................7
21. How will a participant's plan Shares be voted at a
meeting of shareholders?...................................7
22. What are the Federal income tax consequences of
participation in the plan?.................................8
23. What is the responsibility of the plan administrator?......8
24. May the plan be changed or discontinued?...................9
Use of Proceeds.....................................................9
Incorporation of Certain Documents by Reference.....................9
Where you can find more information.................................9
Legal Matters......................................................10
Experts ..........................................................10
Indemnification....................................................10
May 3, 2000
922161.6
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Charter Municipal Mortgage Acceptance Company
Dividend Reinvestment And Share Purchase Plan
SUMMARY
This prospectus describes the Dividend Reinvestment and Share Purchase
Plan of Charter Municipal Mortgage Acceptance Company which we call "CharterMac"
and relates to 1,000,000 common shares of beneficial interest in our company,
called "Shares" in this prospectus. Our Shares are traded on the American Stock
Exchange under the symbol "CHC".
CharterMac is offering its Shares for sale to CharterMac common
shareholders under its Dividend Reinvestment and Share Purchase Plan. Under the
plan, you have the opportunity to automatically use all (but not a portion of)
your cash distributions, called dividends herein, from CharterMac Shares, as
well as additional cash contributions, to purchase additional Shares of
CharterMac.
We may sell you Shares directly or sell you Shares bought on the open
market by the plan administrator for plan accounts. We may use a combination of
these methods.
The price you pay for all Shares acquired under the plan will be either
the average of the high and low market price from the previous day's trading, if
the Shares were issued directly to you, or the average of the actual purchase
prices for all Shares acquired by the administrator on behalf of plan
participants, if the Shares were purchased in the open market. The plan does not
charge any fees, commissions or service charges in connection with any purchases
made pursuant to this plan.
Please read and keep this Prospectus for future reference.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION
NOR ANY STATE SECURITIES COMMISSION HAS APPROVED
THE SHARES OFFERED HEREBY OR DETERMINED THAT THIS
PROSPECTUS IS ACCURATE OR COMPLETE. IT IS ILLEGAL
FOR ANYONE TO TELL YOU OTHERWISE.
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May 3, 2000
922161.6
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DESCRIPTION OF THE PLAN
1. What is the purpose of the plan?
The purpose of the plan is to provide our common shareholders with a
convenient and economical way of investing cash dividends and making optional
cash investments in CharterMac Shares, without the payment of brokerage
commissions, fees or service charges. Shares purchased under the plan will
either be original issue Shares or Shares purchased in the open market by the
plan administrator, Equiserve Limited Partnership.
2. Who is eligible to participate in the plan?
You may participate in the plan if you qualify under either one of the
following: (a) Shares are registered on the share transfer books of CharterMac
in your name, making you a registered owner; or (b) Shares are registered in the
name of a broker, bank or other nominee and held for your account, making you a
beneficial owner. While registered owners may participate directly in the plan,
beneficial owners must either become registered owners by having the Shares they
want to include in the plan transferred into their own names or make
arrangements with their broker, bank or other nominee for such entities to
participate on their behalf. See Questions 3, 5 and 11.
3. How do you participate in the plan?
If you are a registered owner, you may join the plan simply by signing
the Authorization Card and returning it to the plan administrator.
If your Shares are not held directly by you, your Shares may be held in
a major securities depository, such as The Depository Trust Company (using its
nominee Cede & Co.), which is in the business of safekeeping certificates for
their participants. The depository would be the registered owner of your Shares
on CharterMac's share transfer records and you would be the beneficial owner of
the Shares. Depositories hold securities in the name of a nominee for the
account of their participants, usually brokers, banks, nominees or other
financial intermediaries which, in turn, hold the Shares for the ultimate
benefit of their customers, who are the beneficial owners of the Shares. If you
are a beneficial owner and want to participate in the dividend reinvestment or
optional cash purchase feature of the plan, you must ask your broker, bank or
other nominee to participate on your behalf.
Please direct requests for Authorization Cards, delivery of optional
cash deposits and requests to terminate participation in the plan to the plan
administrator at:
EquiServe Limited Partnership
P.O. Box 8040
Boston, MA 02266-8040
or call (800) 730-6001
4. When may you join the plan and when will your investments begin?
You may join the plan at any time. If the plan administrator receives
an Authorization Card specifying reinvestment of dividends on or before the
record date for payment of a particular dividend, reinvestment will begin with
that dividend payment. If the plan administrator receives the Authorization Card
after that date, the reinvestment of dividends will begin with the next dividend
payment date.
922161.6
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If the plan administrator receives an Authorization Card with an
optional cash deposit no more than thirty (30) nor less than two (2) days prior
to a particular dividend reinvestment date, the funds received will be invested
in Shares on such dividend reinvestment date. If the Authorization Card is
received more than thirty (30) or less than two (2) days prior to the dividend
reinvestment date, the optional cash deposit will be returned to you. See
Question 9 for a discussion of the dividend reinvestment date.
5. What does the Authorization Card provide?
The Authorization Card allows you to reinvest all dividends on
CharterMac shares. You may also make optional cash deposits at your discretion.
However, you may not participate in the optional cash deposit feature if you are
not concurrently participating in the dividend reinvestment feature.
The Authorization Card is designed to be used by registered owners. If
you are a beneficial owner, your broker, bank or other nominee as owner of
record of your Shares should contact the plan administrator directly in order to
participate in the plan on your behalf.
6. Who administers the plan for participants?
Fleet National Bank is the named transfer agent. EquiServe Limited
Partnership, the service provider for Fleet National Bank, is the plan
administrator. The plan administrator administers the plan, arranges for the
custody of share certificates, keeps records, sends statements of account to
participants, and performs other duties relating to the plan.
7. Are there any expenses to participants in connection with their
participation in the plan?
For registered owners only, all costs associated with the purchase of
Shares and the administration of the plan will be paid by CharterMac. The only
cost you will incur under the plan will be the brokerage commission and fees if
you sell your Shares. If you are a beneficial owner, you should check with your
broker, bank or other nominee to determine if they charge any fees for assisting
you in enrolling or participating in the plan.
8. How many Shares will be purchased for participants?
The plan does not limit the aggregate amount of cash dividends that may
be reinvested. The number of Shares purchased depends on the amount of your
dividends, and the applicable price of the Shares. The plan does limit
additional cash contribution to a minimum contribution of $500, and your
payments may not aggregate to more than $12,500 in any quarter. Your plan
account will be credited with that number of Shares, including fractions equal
to the total amount to be invested divided by the purchase price per Share.
9. When and at what price will Shares be purchased under the plan?
The plan administrator will invest all funds for the participants in
CharterMac's Shares. Dividends will be reinvested and optional cash deposits
will be invested on each dividend reinvestment date which is the quarterly
dividend payment date, at a purchase price equal to the average of the high and
low market price from the previous days trading, if the Shares were issued
directly to you, or the average of the actual purchase prices for all Shares
acquired by the administrator on behalf of plan participants, if the Shares were
purchased in the open market.
The record date for dividends is set by the Board of Trustees. The
dividend reinvestment date is the dividend payment date declared by the Board of
Trustees. Cash dividends are generally payable after the close of each quarter,
during the middle of August, November, February and May. The dividend record
date for
922161.6
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determining shareholders entitled to receive dividends precedes the dividend
payment date by approximately 45 days. While CharterMac currently expects to
continue its policy of paying quarterly cash dividends, the declaration and
payment of dividends is at all times within the sole discretion of the Board of
Trustees and subject to regulatory, financial and other considerations.
Accordingly, there can be no assurance that dividends on the Shares will not be
reduced or eliminated in future periods.
You will become an owner of the Shares purchased for you under the plan
on the date on which Shares are credited to your account. However, for federal
income tax purposes, the holding period will commence on the following day.
As of the date of this prospectus, the price of Shares purchased
directly from CharterMac with reinvested dividends and with optional cash
deposits would have been $11.75 per Share.
You should recognize that CharterMac cannot assure you of a profit or
protect you against a loss on the Shares purchased.
10. Can the Shares be purchased at a discount under the plan?
No.
11. Will certificates be issued for Shares purchased under the plan?
Yes. Upon request certificates for Shares purchased under the plan will
be issued to you. Unless you request that a certificate be issued, the plan
administrator or its nominee will hold all Shares purchased for the benefit of
plan participants. Your statement of account will show the number of Shares
purchased for your account under the plan. This feature protects against loss,
theft, or destruction of share certificates.
Safekeeping of certificate shares:
If you wish to combine Shares you had in certificate form with Shares
in your CharterMac account, you must complete the tear-off form
attached to your account statement and submit it with your certificates
to the address on the tear-off form. There is no charge for this
service. The certificates do not need to be endorsed. You should send
your certificates by certified, registered, or insured mail, or by some
other safer means, because you bear the risk of loss in transit.
12. Who will be eligible to make optional cash deposits?
All registered owners and all beneficial owners, except for certain
brokers, banks and other nominees (discussed below), who are participating in
the dividend reinvestment plan and who have submitted signed Authorization Cards
indicating their intention to participate in this feature of the plan are
eligible to make optional cash deposits on any dividend reinvestment date.
A broker, bank or other nominee, as holder of Shares on behalf of a
beneficial owner, may participate in the plan. If you would like your broker,
bank or other nominee to participate in the plan on your behalf, you must
contact them directly. See Questions 3 and 5.
13. What are the limitations on making optional cash deposits?
Optional cash deposits may be made by any common shareholder who is
currently reinvesting his or her dividends through the plan. The same amount of
money need not be sent each quarter and you are under no obligation to make an
optional cash deposit at any time. You will be informed of the price and actual
number of Shares purchased pursuant to an optional cash deposit following the
actual date of purchase by the plan
922161.6
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administrator. An optional cash deposit must be at least $500, and your payments
may not aggregate to more than $12,500 in any quarter. For purposes of this
limitation, all plan accounts controlled by you will be aggregated, as
determined by CharterMac.
14. How and when are optional cash deposits invested in Shares?
In order to make an optional cash deposit, you must be a participant in
this feature of the plan. Your optional cash deposit must be received no more
than thirty (30) nor less than two (2) days prior to the relevant dividend
reinvestment date. Funds received more than thirty (30) or less than two (2)
days prior to the relevant dividend reinvestment date will be returned to you.
No interest will be paid on optional cash deposits pending their actual
investment.
You may make an initial optional cash deposit when enrolling by
enclosing a check or money order with the Authorization Card, to be received
within the required time frame mention above. Make your check or money order
payable to "EquiServe - Charter Municipal Mortgage Acceptance Company DRP."
Thereafter, you may make optional cash deposits quarterly by sending them to
EquiServe at the address indicated in Question 3 accompanied by the transaction
form from the bottom of your statement. Please include your plan account number
on your check or money order and on any correspondence with respect to the plan.
While optional cash deposits may be made concurrent with the reinvestment of
dividends, good funds must be on deposit with the plan administrator no later
than two (2) business day before the relevant dividend reinvestment date to be
invested on such date. Please note that third party checks are not accepted and
that optional cash deposits must be made in U.S. dollars drawn against a U.S.
financial institution. You may obtain the return of any optional cash deposit if
the plan administrator receives written notice no later than 3 business days
before the relevant dividend reinvestment date.
In order for payments to be invested, in addition to the receipt of
good funds in a timely manner, as described above, the plan administrator also
must be in receipt of an Authorization Card. In the event all of such materials
are not received on the dates required for a particular dividend reinvestment
date, the deposit will be returned to you. Optional cash deposits will be
accepted by CharterMac only if CharterMac, in its sole judgment, determines that
all necessary materials have been provided as required herein and that such
materials establish that the person on whose behalf such materials were
submitted is eligible to participate in the plan. See Questions 3 and 5.
15. What if your payment is returned for insufficient funds?
Payments are accepted subject to timely collection as good funds and
verification of compliance with the terms of the plan. Checks or other forms of
payment returned or denied for any reason will not be resubmitted for
collection.
In the event that your check is returned unpaid for any reason, the
plan administrator will immediately remove from your account any Shares already
purchased upon the prior credit of such funds. The plan administrator may sell
any such Shares to satisfy any uncollected amounts. If the net proceeds of the
sale of such Shares are insufficient to satisfy the balance of the uncollected
amounts, the plan administrator may sell such additional Shares from your
account as necessary to satisfy the uncollected balance.
A fee of $25.00 will be charged for any checks returned for
insufficient funds. The plan administrator may place a hold on your account
until the fee is received or sell Shares from your account to satisfy the fee.
922161.6
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16. What kinds of reports will be sent to participants in the plan?
You will receive a statement of account for each quarter in which a
purchase or reinvestment was made. Each statement will contain the date of
purchase or reinvestment, the amount purchased or reinvested, the applicable
purchase price per Share, the number of Shares acquired, and the total number of
Shares held after such acquisition. These statements will provide a record of
the cost of purchases under the plan and should be retained for tax purposes. In
addition, you will receive copies of all communications sent to shareholders and
all required income tax information.
17. Will participants be credited with dividends on Shares held in
their accounts under the plan?
Yes. Dividends paid with respect to all Shares and fractions of a Share
held in your account will be automatically reinvested in additional Shares.
18. How does a participant discontinue the reinvestment of dividends
under the plan?
You may discontinue the reinvestment of dividends under the plan by
notifying the plan administrator in writing. Any notice of discontinuation
received less than 15 days prior to a dividend record date will not be effective
until dividends paid for such record date have been reinvested and the shares
credited to your plan account. When you discontinue reinvesting your dividends,
you automatically discontinue any participation in the optional cash deposit
feature of this plan.
19. How may a participant sell Shares purchased under the plan?
If you decide to sell any plan Shares, you must contact the plan
administrator directly. Participants in the plan are responsible to pay a sales
commission of $15.00 plus $0.12 per Share for each transaction.
20. What happens if CharterMac has a beneficial interest rights
offering, issues a Share dividend, or declares a Share split?
All beneficial interest rights to purchase additional CharterMac Shares
or other securities with respect to Shares held in participants' accounts will
be distributed to participants by the plan administrator as soon as practical.
Any rights based on a fraction of Share held in your account would be sold and
the resulting proceeds, excluding fees and charges, will be used to purchase
additional Shares of beneficial interest as if the proceeds were received as an
optional cash deposit. Any rights issued with respect to Shares held outside of
the plan will be distributed to the owner of such Shares.
Any share dividend or Shares resulting from Share splits with respect
to full Shares and fractional Shares held by you directly or in your account
will be automatically added to your account.
21. How will a participant's plan Shares be voted at a meeting of
shareholders?
You will have the power to vote the Shares held in your account. If, on
the record date for a meeting of shareholders there are Shares credited to your
account, you will be sent the proxy material for that meeting which will show
the number of Shares registered in your name together with the Shares credited
to your account, including fractions of a Share. If you return a fully marked
and executed proxy card, Fleet National Bank as record holder, will vote your
Shares in accordance with your instructions as given on your proxy card. If you
do not return a properly executed proxy card, and do not attend the meeting in
person, your Shares will not be voted.
922161.6
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22. What are the Federal income tax consequences of participation in
the plan?
The following states the Federal income tax consequences of your
participation in the plan as of the date of this prospectus.
(i) cash dividends reinvested under the plan will be treated, for
Federal income tax purposes, as having been received by you, even though you
have not actually received them in cash. CharterMac is treated as a partnership
for Federal income tax purposes. Therefore, your participation in the plan will
not affect the amount of income which you would otherwise be required to report
for Federal income tax purposes. Furthermore, CharterMac's income has
historically been substantially tax-exempt although a small portion of its
income has, and is expected to continue to be, taxable. To the extent your
dividends are reinvested in the plan at a time when CharterMac has taxable
income, you could be required to pay federal income taxes on cash you have not
received. The tax basis per Share will be the price at which the Shares are
credited to your account as described above in Question 9.
(ii) the rule stated in paragraph (i) above may not be applicable to
certain participants in the plan, such as foreign shareholders. These
participants should consult their own tax advisors concerning the tax
consequences applicable to their situations.
This summary may not reflect every situation under federal, state or
local tax laws that could result from participation in the plan. For additional
information about the tax consequences applicable to your particular situation,
please consult your tax advisor.
23. What is the responsibility of the plan administrator?
The plan administrator receives the participant's dividend payments and
optional cash deposits, invests these amounts in additional Shares of
CharterMac, maintains continuing records of each participant's account, and
advises participants as to all transactions in and the status of their accounts.
The plan administrator acts in the capacity of agent for the participants.
All notices from the plan administrator to you will be addressed to
your address of record with the plan administrator. The mailing of a notice to a
participant's address of record will satisfy the plan administrator's duty of
giving notice to each participant. Therefore, you should promptly notify the
plan administrator of any change in address.
Neither the plan administrator, its agent, nor CharterMac has any
responsibility beyond the exercise of ordinary care for any reasonable and
prudent actions taken or omitted pursuant to the plan including, without
limitation, any claim for liability arising out of failure to terminate a
participant's account upon a participant's death or adjudicated incompetency
prior to receipt of notice in writing of such death or adjudicated incompetency,
nor do they have any duty, responsibility or liability except as are expressly
set forth in the plan. This limitation of liability does not limit the right of
any participant to institute legal proceedings or take other action for any
alleged violation of Federal securities laws.
The plan administrator assumes no responsibility with respect to the
preparation or content of this description.
You should recognize that neither CharterMac nor the plan administrator
can provide any assurance that Shares purchased under the plan will, at any
particular time, be worth more or less than their purchase price, and CharterMac
will not be liable with respect to the prices at which Shares are purchased.
922161.6
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All aspects of the plan, including the optional cash deposit feature,
will be governed by the laws of the State of Massachusetts.
24. May the plan be changed or discontinued?
While we hope to continue the plan indefinitely, we reserve the right
to modify, suspend or terminate the plan at any time. If you participate, you
will be notified promptly of any material modification, suspension or
termination of the plan. The effective date of any such modification, suspension
or termination will be stated in CharterMac's notice and will not be earlier
than the date of such notice.
In addition, we and the plan administrator also reserve the right to
terminate or otherwise limit any participant's participation in the plan at any
time for any reason whatsoever including, without limitation, engagement in
arbitrage-related activities, trading, transactional profit activities or
excessive plan joinings and terminations which may cause aberrations in the
price or trading volume of CharterMac's Shares, pose an undue administrative
hardship on either the plan administrator or CharterMac, or otherwise be
inconsistent with the purposes of the plan. Finally, we may adopt rules and
procedures for the administration of the plan, interpret the provisions of the
plan, and make any determinations thereto we deem necessary. Any such rules,
procedures, interpretations and determinations will be final and binding for all
purposes.
USE OF PROCEEDS
The net proceeds from the sale of Shares acquired directly from
CharterMac will be used for general trust purposes.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with them, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this
prospectus, and information that we file later with the Securities and Exchange
Commission will automatically update and supersede this information. We
incorporate by reference the documents listed below and any filings we make with
the Securities and Exchange Commission after the date of this prospectus under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934:
1. Our Annual Report on Form 10-K for the year ended December 31,
1999;
2. Our description of the common shares contained in our Form 10
Registration Statement under the caption "Description of
Registrant's Shares to be Registered", filed on August 1, 1997
pursuant to Section 12(b) of the Securities Exchange Act of
1934, as amended.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address: Charter Municipal Mortgage Acceptance
Company, 625 Madison Avenue New York, New York 10022, Attention: Investor
Relations 1-800-831-4226. Exhibits to the documents will not be sent, unless
those exhibits have specifically been incorporated by reference in this
prospectus.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any document we file at the Securities and Exchange
922161.6
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Commission's public reference rooms at 450 Fifth Street, N.W., Washington, D.C.
20549, 7 World Trade Center, 13th Floor, New York, New York 10048, and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further
information on the public reference rooms. Our Securities and Exchange
Commission filings are also available to the public from the Securities and
Exchange Commission's Website at "http://www.sec.gov."
LEGAL MATTERS
Certain legal matters will be passed upon for us by Battle Fowler, LLP,
New York, New York and Richards, Layton & Finger, P.A., Wilmington, Delaware.
EXPERTS
The consolidated financial statements and the related financial
statement schedules incorporated in this prospectus by reference from our Annual
Report on Form 10-K for the year ended December 31, 1999 have been audited by
Deloitte and Touche LLP, independent auditors, as stated in their report, which
is incorporated herein by reference, and have been so incorporated in reliance
upon the report of such firm given upon their authority as experts in accounting
and auditing.
Richards, Layton & Finger, P.A., Wilmington, Delaware has passed upon
the validity of the Shares offered hereby for Charter Municipal Mortgage
Acceptance Company.
INDEMNIFICATION
Section 3817(a) of the Delaware Code authorizes a business trust to
indemnify and hold harmless any trustee, or beneficial owner or other person
from and against any and all claims and demands whatsoever. Section 14.1 of the
Registrant's Amended and Restated Trust Agreement provides for the
indemnification of directors and officers. Article XII of the Registrant's
By-laws also provides for indemnification of its officers.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange commission such
indemnification is against public policy as expressed in the Act and therefore
unenforceable.
922161.6
10
<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Set forth below is an estimate of the approximate amount of the fees
and expenses (other than underwriting discounts and commissions) incurred in
connection with the sale and distribution of the securities being registered
hereby. All amounts are estimated except the Commission registration fee.
Securities and Exchange Commission, registration fee...........$3,102
American Stock Exchange listing fee............................17,500
Printing and engraving costs....................................2,200
Mailing expenses................................................3,000
Accounting fees and expenses....................................7,000
Legal fees and expenses........................................15,000
Miscellaneous expenses..........................................8,000
Total...........................................$55,802
=======
Item 15. Indemnification of Trustees, Managers, and Officers
Section 3817(a) of the Delaware Code authorizes a business trust to
indemnify and hold harmless any trustee, or beneficial owner or other person
from and against any and all claims and demands whatsoever. Section 14.1 of the
Registrant's Amended and Restated Trust Agreement provides for the
indemnification of trustees and officers. Article XII of the Registrant's
By-laws also provides for indemnification of its officers.
Item 16. Exhibits
4.1* -- Specimen Copy of Share Certificate for shares of
beneficial interest of the Registrant
5.1** -- Opinion of Richards, Layton & Finger P.A. regarding the
legality of the Shares being registered.
23.1** -- Consent of Deloitte & Touche LLP
23.2** -- Consent of Richards, Layton & Finger P.A. (included in
the opinion filed as Exhibit 5.1)
24.1** -- Power of Attorney (included on signature page hereto).
- - --------------------
* Incorporated by reference to the Registrant's Amendment No. 1 on Form 10/A
(exhibit 4) to the Registrant's Registration Statement on Form 10, (File No.
001-13237)
** Filed herewith.
922161.6
12
<PAGE>
Undertakings
The undersigned Registrant hereby undertakes:
(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 and of
the estimated maximum offering range may be reflected in the form of a
prospectus pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(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 registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's 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.
922161.6
<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 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of New York, New York on this 3rd day of May, 2000.
CHARTER MUNICIPAL MORTGAGE ACCEPTANCE
COMPANY (Registrant)
By:/s/ Stuart J. Boesky
--------------------
Stuart J. Boesky
Managing Trustee,
President and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Stuart J. Boesky, Alan P. Hirmes and John B. Roche, and each or either
of them, his true and lawful attorney-in-fact with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement (or any registration statement for the same
offering that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933) and to cause the same to be filed, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby granting to said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing whatsoever requisite or desirable to be done in and about the premises, as
fully to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all acts and things that said
attorneys-in-fact and agents, or either of them, or their substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Stuart J. Boesky Managing Trustee, President and May 3, 2000
- - --------------------------------------- -----------
Stuart J. Boesky Chief Executive Officer
/s/ Peter T. Allen Managing Trustee May 3, 2000
- - --------------------------------------- -----------
Peter T. Allen
/s/ P. Fisch Arthur Managing Trustee May 3, 2000
- - --------------------------------------- -----------
P. Fisch Arthur
/s/ Alan P. Hirmes Managing Trustee, Interim Chief May 3, 2000
- - --------------------------------------- -----------
Alan P. Hirmes Financial Officer, Interim Chief
Accounting Officer, Executive
Vice President and Secretary
/s/ Stephen M. Ross Managing Trustee, May 3, 2000
- - --------------------------------------- -----------
Stephen M. Ross Chairman of the Board
/s/ Michael J. Brenner Managing Trustee May 3, 2000
- - --------------------------------------- -----------
Michael J. Brenner
922161.6
<PAGE>
/s/ Thomas W. White Managing Trustee May 3, 2000
- - ------------------- -----------
Thomas W. White
</TABLE>
922161.6
<PAGE>
Exhibit 5.1
[Letterhead of Richards, Layton & Finger, P.A.]
May 3, 2000
Charter Municipal Mortgage
Acceptance Company
625 Madison Avenue
New York, NY 10022
Re: Charter Municipal Mortgage Acceptance Company
Ladies and Gentlemen:
We have acted as special Delaware counsel for Charter Municipal
Mortgage Acceptance Company, a Delaware business trust (the "Trust"), in
connection with the matters set forth herein. At your request, this opinion is
being furnished to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:
(a) The Certificate of Trust of the Trust, dated as of August 12, 1996
(the "Original Certificate"), as filed in the office of the Secretary of State
of the State of Delaware (the "Secretary of State") on August 12, 1996;
(b) The Trust Agreement of the Trust, dated as of August 12, 1996 (the
"Original Trust Agreement"), between Related Capital Company ("Related"), as
depositor, and the trustee of the Trust named therein;
(c) The Certificate of Amendment to the Original Certificate, dated as
of April 30, 1997 (the "Certificate of Amendment"), as filed in the office of
the Secretary of State on April 30, 1997 (the Original Certificate as amended by
the Certificate of Amendment being hereinafter referred to as the
"Certificate");
950700.1
<PAGE>
(d) Amendment No. 1 to the Original Trust Agreement, dated as of April
30, 1997, between Related, as depositor, and the trustee of the Trust named
therein;
(e) The Amended and Restated Trust Agreement of the Trust, dated as of
September 30, 1997 (the "Trust Agreement"), among the trustees of the Trust
named therein and the holders, from time to time, of undivided beneficial
interests in the assets of the Trust;
(f) The Amended and Restated By-Laws of the Trust (the "By-Laws");
(g) A Secretary's Certificate, dated May 2, 2000, attaching a copy of a
resolution passed at a March 15, 2000 Meeting of the Board of Trustees of the
Trust (the "Resolution");
(h) The Registration Statement of the Trust on Form S-3 pursuant to the
Securities Act of 1933, as amended (the "Registration Statement"), including a
prospectus (the "Prospectus"), relating, inter alia, to the registration by the
Trust of up to 1,000,000 Common Shares of the Trust representing undivided
beneficial interests in the assets of the Trust (the "Trust Shares") to be
issued from time to time in connection with the dividend reinvestment and share
purchase plan (the "Plan"), as proposed to be filed by the Trust on or about May
3, 2000; and
(i) A Certificate of Good Standing for the Trust, dated May 3, 2000,
obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are
used as defined in the Trust Agreement.
For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (i) above. In particular, we
have not reviewed any document (other than the documents listed in paragraphs
(a) through (i) above) that is referred to in or incorporated by reference into
the documents reviewed by us. We have assumed that there exists no provision in
any document that we have not reviewed that is inconsistent with the opinions
stated herein. We have conducted no independent factual investigation of our own
but rather have relied solely upon the foregoing documents, the statements and
information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.
With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the Trust
Agreement and the By-Laws constitute the entire agreement among the parties
thereto with respect to the subject matter thereof, including with respect to
the creation, operation and termination of the Trust, and
950700.1
2
<PAGE>
that the Trust Agreement, the By-Laws and the Certificate are in full force and
effect and have not been amended, (ii) except to the extent provided in
paragraph 1 below, that each of the parties to the documents examined by us has
been duly created, organized or formed, as the case may be, and is validly
existing in good standing under the laws of the jurisdiction governing its
creation, organization or formation, (iii) the legal capacity of natural persons
who are signatories to the documents examined by us, (iv) that each of the
parties to the documents examined by us has the power and authority to execute
and deliver, and to perform its obligations under, such documents, (v) that all
of the documents examined by us have been duly authorized, executed and
delivered by each of the parties thereto, (vi) the receipt by each Person to
whom a Trust Share will be issued by the Trust (collectively, the
"Shareholders") of a Trust Certificate for such Trust Share and giving of the
consideration for such Trust Share acquired by it, in accordance with the Trust
Agreement, the Resolution and the Plan, (vii) that the Trust Shares will be
issued to the Shareholders in accordance with the Trust Agreement, the
Resolution and the Plan, (viii) that, at the time of any issuance of Trust
Shares, the Plan will be in effect and will not have been rescinded, (ix) that,
after the issuance of the Trust Shares, the Trust will not have issued more than
50,000,000 Shares (as defined in the Trust Agreement), and (x) that the
Resolution is the only resolution adopted by the Board of Trustees relating to
the Plan. We have not participated in the preparation of the Registration
Statement and assume no responsibility for its contents.
This opinion is limited to the laws of the State of Delaware (excluding
the securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations relating thereto. Our opinions are rendered only with
respect to Delaware laws and rules, regulations and orders thereunder that are
currently in effect.
Based upon the foregoing, and upon our examination of such questions of
law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
1. The Trust has been duly created and is validly existing in good
standing as a business trust under the Delaware Business Trust Act (12 Del.
C.ss.3801, et seq.).
2. The Trust Shares have been duly authorized by the Trust Agreement
and the Resolution and, when issued in accordance with the Plan, will be validly
issued and, subject to the qualifications set forth in paragraph 3 below, fully
paid and nonassessable undivided beneficial interests in the assets of the
Trust.
3. The Shareholders, as beneficial owners of the Trust, will be
entitled to the same limitation of personal liability extended to stockholders
of private corporations for profit organized under the General Corporation Law
of the State of Delaware. We note, however, that the Shareholders may be
obligated to make payments as set forth in the Trust Agreement.
950700.1
3
<PAGE>
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. In addition, we
hereby consent to the use of our name under the heading "Legal Matters" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that we
come within the category of Persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder. Except as stated above, without
our prior written consent, this opinion may not be furnished or quoted to, or
relied upon by, any other Person for any purpose.
Very truly yours,
/s/ Richards, Layton & Finger, P.A.
BJK/MKS
950700.1
4
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Charter Municipal Mortgage Acceptance Company on Form S-3 of our report dated
March 14, 2000, appearing in the Annual Report on Form 10-K of Charter Municipal
Mortgage Acceptance Company for the year ended December 31, 1999 and to the
reference to us under the heading "Experts" in the Prospectus, which is part
of this Registration Statement.
/s/DELOITTE & TOUCHE LLP
New York, New York
May 3, 2000
950702.1
<PAGE>
