SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
Commission file numbers 333-60749-02 and 333-51817-02
TRUST CREATED BY COMMERCIAL MORTGAGE ACCEPTANCE CORP.
(under a Pooling and Servicing Agreement dated as of July 1,
1999 which Trust is the issuer of Commercial Mortgage
Pass-Through Certificates, Series 1999-C1)
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(Exact name of Registrant as specified in its Charter)
New York 52-2128227
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(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
LaSalle Bank, N.A.
135 S. LaSalle Street, Suite 1625
Chicago, Illinois 60674-4107
Attention: Corporate Trust Department -
Asset-Backed Securities Trust Services, CMAC Series 1999-C1
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(Address of Principal Executive Office)
Registrant's telephone number, including area code: (800) 246-5761
Securities registered pursuant to Section 12(b) of the Act: Not applicable.
Securities registered pursuant to Section 12(g) of the Act: Not applicable.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ____
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. (X)
Aggregate market value of the voting stock held by non-affiliates of the
registrant as of December 31, 1999: Not applicable.
Number of shares of common stock outstanding as of December 31, 1999: Not
applicable.
DOCUMENTS INCORPORATED BY REFERENCE
None
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PART I
ITEM 1. BUSINESS
The Registrant issued Commercial Mortgage Pass-Through Certificates,
Series 1999-C1 (the "Securities") pursuant to a Pooling and Servicing Agreement
dated as of July 1, 1999 (the "Cut-off Date") among Commercial Mortgage
Acceptance Corp., as Depositor, Midland Loan Services, Inc., as Master Servicer,
ORIX Real Estate Capital Markets, LLC, as Special Servicer, LaSalle Bank
National Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent. The
assets of the Trust consist primarily of a pool of 242 fixed-rate mortgage loans
or groups of cross-collateralized and cross-defaulted mortgage loans (the
"Mortgage Loans") having an aggregate principal balance as of the Cut-off Date
of approximately $733,801,916. The Mortgage Loans are secured by multifamily
and commercial properties (each, a "Mortgaged Property"). The Trust was formed
on July 1, 1999. Security Holders receive Monthly Reports regarding
distributions.
Further information with respect to the performance of the Trust is
summarized in the Monthly Reports to Security Holders, which are filed on Form
8-K.
ITEM 2. PROPERTIES.
Information regarding the Mortgaged Properties securing the Mortgage Loans
is set forth in the Prospectus Supplement and the Monthly Reports to Security
Holders. The Trust will acquire title to real estate only upon default of the
mortgagors under the Mortgage Loans. As of February 29, 1999, the Trust Fund did
not own any real estate. Therefore, this item is inapplicable.
ITEM 3. LEGAL PROCEEDINGS.
There are no material pending legal proceedings involving the Trust or,
with respect to the Trust or the Mortgage Loans, the Trustee, any custodian, the
Servicer or the Depositor, other than ordinary routine litigation incidental to
the Trustee's, any custodian's, the Servicer's or the Depositor's duties under
the Pooling and Servicing Agreement.
PART II
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of Security Holders during the fiscal
year covered by this report.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
(a) The Registrant's Series 1999-C1 Securities represent non-recourse
obligations of the Trust, such Trust having assets which consist of the Mortgage
Loans. Strictly speaking, Registrant has no "common equity," but for purposes of
this Item only, Registrant's Commercial Mortgage Pass-Through Certificates,
Series 1999-C1 (the "Securities"), are treated as "common equity."
(i) Market Information. There is no established public trading market
for Registrant's Securities. Registrant believes the Securities are
traded primarily in intra-dealer markets and non-centralized
inter-dealer markets.
(ii) Holders. The approximate number of registered holders of all classes
of Securities as of February 29, 2000 was less than 50.
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(iii) Dividends. Not applicable. The information regarding dividends
required by sub-paragraph (c) of Item 201 of Regulation S-K is
inapplicable because the Trust does not pay dividends. However,
information about distributions to Security Holders is provided in
the Monthly Reports to Security Holders, which are filed on Form
8-K, for each month of the fiscal year in which a distribution to
Security Holders was made.
(iv) Sales of Unregistered Securities. Classes G, H , J, K, L, M, N, O,
P, R-I, R-II, and R-III Certificates were privately offered to
qualified institutional buyers and institutional accredited
investors by Morgan Stanley & Co. Incorporated as placement agent.
The privately placed Certificates were sold to the placement agent
at the following prices, expressed as a percentage of the initial
principal balances of the Certificates:
Class Price to Initial
Purchaser
G 88.34%
H 77.54%
J 75.96%
K 70.86%
L 63.62%
M 59.94%
N 51.42%
O 31.87%
P 30.09%
The Depositer received no consideration for the transfer of the
Class R-I, Class R-II,and Class R-III Certificates.
(b) Not applicable.
ITEM 6. SELECTED FINANCIAL DATA.
Not Applicable. Because of the limited activities of the Trust,
information with respect to the performance of the Trust is summarized in the
Monthly Reports to Security Holders, which are filed on a monthly basis on Form
8-K.
Each Mortgage Loan, and each group of cross-collateralized or
cross-defaulted Mortgage Loans, had an aggregate principal balance of less than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION.
Not applicable. The information required by item 303 of Regulation S-K is
inapplicable because the Trust does not have management per se, but rather the
Trust has a Trustee who causes the preparation of the Monthly Reports to
Security Holders. Information concerning the Mortgage Loans and distributions to
the Security Holders is contained in the Monthly Reports to Security Holders
which are filed on Form 8-K, and in the Annual Statement of Compliance and the
Management's Report of Compliance filed under Item 14 of Form 10-K.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not Applicable.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Not Applicable. Because of the limited activities of the Trust, information
with respect to the Trust is summarized in the Monthly Reports to Security
Holders, which are filed on Form 8-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT.
Not applicable. The Trust does not have officers or directors. Therefore,
the information requested by items 401 and 405 of Regulation S-K is
inapplicable.
ITEM 11. EXECUTIVE COMPENSATION.
Not applicable. The Trust does not have officers or directors. Therefore,
the information requested by item 402 of Regulation S-K is inapplicable.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
(a) Security ownership of certain beneficial owners. Not applicable. Under
the Pooling and Servicing Agreement governing the Trust, the holders
of the Securities generally do not have the right to vote and are
prohibited from taking part in management of the Trust. Therefore, the
information requested by item 403(a) of Regulation S-K is
inapplicable.
(b) Security ownership of management. Not applicable. The Trust does not
have any officers or directors. Therefore, the information requested
by item 403(b) of Regulation S-K is inapplicable.
(c) Changes in control. Not applicable. Because Security Holders do not
possess, directly or indirectly, the power to direct or cause the
direction of the management and policies of the Trust, other than with
respect to certain required consents to amendments to the Pooling and
Servicing Agreement and the ability of holders of specified amounts
of the Securities to act as a group in the event of the occurrence of
certain events which if continuing would constitute events of default
under the Pooling and Servicing Agreement, the information requested
with respect to item 403(c) of Regulation S-K is inapplicable.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Not applicable. The Trust does not have officers or directors and under the
Pooling and Servicing Agreement governing the Trust, the holders of the
Securities generally do not have the right to vote. Therefore, the information
requested by items 404 of Regulation S-K is inapplicable.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) The following is a list of documents filed as part of this report:
EXHIBITS
*4.1 Pooling and Servicing Agreement dated as of July 1, 1999
(hereby incorporated by reference as Exhibit 4.1 to
Registrant's Current Report on Form 8-K dated July 27, 1999
and filed August 10, 1999).
99.1 Servicer's Annual Statement as to Compliance for the year
ended December 31, 1999.
99.2 Independent Auditor's Report for the year ended December 31,
1999.
99.3 Management's Report of Compliance for the year ended December
31, 1999.
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* Asterisk indicates exhibits incorporated by reference as indi-
cated.
(b) The following reports on Form 8-K were filed during the last quarter
of the period covered by the Report:
Current Report on Form 8-K dated October 15, 1999 (filing monthly Statements
to Security Holders)
Current Report on Form 8-K dated November 15, 1999 (filing monthly Statements
to Security Holders)
Current Report on Form 8-K dated December 15, 1999 (filing monthly Statements
to Security Holders)
The following reports on Form 8-K describes an event which occurred,
in part, during the last quarter of the period covered by this
Report:
Current Report on Form 8-K dated January 15,1999 (filing monthly Statements
to Security Holders
regarding distributions
made on January 15, 2000)
(c) The exhibits required to be filed by Registrant pursuant to item 601
of Regulation S-K are listed above and in the Exhibit Index that
immediately follows the signature page hereof.
(d) Not Applicable. The Trust does not have any subsidiaries or
affiliates. Therefore, no financial statements are filed with
respect to subsidiaries or affiliates.
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SUPPLEMENTAL INFORMATION TO BE FURNISHED
WITH REPORTS FILED PURSUANT TO SECTION 15(D)
BY REGISTRANTS WHICH HAVE NOT REGISTERED
SECURITIES PURSUANT TO SECTION 12 OF THE ACT
No Annual report, proxy statement, form of proxy or other soliciting
material has been sent to Security Holders, and the Registrant does not
contemplate sending any such materials subsequent to the filing of this report.
SIGNATURE
Pursuant to the requirement of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
MIDLAND LOAN SERVICES, INC., not in its individual
capacity but solely as a duly authorized agent of
Registrant pursuant to Section 3.20 of the Pooling
and Servicing Agreement dated as of July 1, 1999.
By: /s/ Lawrence D. Ashley
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Name: Lawrence D. Ashley
Title: Senior Vice President
Date: March 30, 2000
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EXHIBIT INDEX
EXHIBIT DOCUMENT
*4.1 Pooling and Servicing Agreement dated as of July
1, 1999 (hereby incorporated by reference as
Exhibit 4.1 to Registrant's Current Report on Form
8-K dated July 27,1999 and filed August 10, 1999).
99.1 Servicer's Annual Statement as to Compliance for
the year ended December 31, 1999.
99.2 Independent Auditor's Report for the year ended
December 31, 1999.
99.3 Management's Report of Compliance for the year
ended December 31, 1999.
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* Asterisk indicates exhibits incorporated by reference as indicated.
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Commercial Mortgage Acceptance Corp., Commercial Mortgage
Pass-Through Certificates,
Series 1999-C1
Pooling and Servicing Agreement
OFFICER'S CERTIFICATE
Annual Statement of Compliance
Pursuant to the requirements of that certain Pooling and Servicing Agreement
governing the referenced Trust (the "PSA"), it is hereby certified that (i) the
undersigned has completed a review of the servicer's performance of its
obligations under the PSA for the preceding calendar year; (ii) to the best of
the undersigned's knowledge on the basis of that review the servicer has
fulfilled all of its obligations under the PSA throughout such period in all
material respects; (iii) to the best of the undersigned's knowledge, the
subservicer, of the servicer under the PSA, if any, has fulfilled its
obligations under its sub-servicing agreement in all material respects; and,
(iv) no notice has been received from any governmental agency or body which
would indicate a challenge or question as to the status of the Trust's
qualification as a REMIC under the U.S. Code.
/s/ Charles J. Sipple 3/16/00
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Charles J. Sipple Date
Executive Vice President
Report on Management's Assertion on Compliance
With the Minimum Servicing Standards Set Forth in the
Uniform Single Attestation Program For Mortgage Bankers
Report of Independent Accountants
The Audit Committee
PNC Bank Corp.
We have examined management's assertion, included in the accompanying report
titled Report of Management, that Midland Loan Services, Inc. (MLS), an
indirectly wholly-owned subsidiary of PNC Bank Corp., complied with the minimum
servicing standards set forth in the Mortgage Bankers Association of America's
Uniform Single Attestation Program for Mortgage Bankers (USAP) except for
commercial loan and multifamily loan servicing, minimum servicing standards V.4
and VI.1., which the Mortgage Bankers Association of America has interpreted as
inapplicable to such servicing during the year ended December 31, 1999.
Management is responsible for MLS' compliance with those requirements. Our
responsibility is to express an opinion on management's assertions about MLS'
compliance based on our examination.
Our examination was made in accordance with attestation standards established by
the American Institute of Certified Public Accountants and, accordingly,
included examining, on a test basis, evidence about MLS' compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on MLS'
compliance with specified requirements.
In our opinion, management's assertion, that MLS complied with the
aforementioned requirements during the year ended December 31, 1999, is fairly
stated, in all material respects.
/s/ Ernst & Young, LLP
January 20, 2000
Management's Assertion on Compliance with the Minimum Servicing Standards
Set Forth in the Uniform Single Attestation Program for Mortgage Bankers
Report of Management
We, as members of management of Midland Loan Services, Inc. (MLS), an indirectly
wholly-owned subsidiary of PNC Bank Corp. (PNCBC), are responsible for complying
with the minimum servicing standards as set forth in the Mortgage Bankers
Association of America's Uniform Single Attestation Program for Mortgage Bankers
(USAP) except for commercial loan and multifamily servicing, minimum servicing
standards V.4 and VI.1, which the Mortgage Bankers Association of America has
interpreted as inapplicable to such servicing. We are also responsible for
establishing and maintaining effective internal control over compliance with
these standards. We have performed an evaluation of MLS' compliance with the
minimum servicing standards as set forth in the USAP as of December 31, 1999 and
for the year then ended. Based on this evaluation, we assert that during the
year ended December 31, 1999, MLS complied, in all material respects, with the
minimum servicing standards set forth in the USAP.
As of and for this same period, PNCBC had in effect a fidelity bond in the
amount of $300,000,000 and an errors and omissions policy in the amount of
$20,000,000.
/s/ C.J. Sipple
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C.J. Sipple
Executive Vice President
/s/ Steven W. Smith
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Steven W. Smith
Executive Vice President
January 20, 2000
