SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
/ x / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999 or
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No.: 333-60749-03
PNC Mortgage Acceptance Corp
Commercial Mortgage Pass-Through Certificates
Series 1999-CM1
(Exact name of registrant as specified in its charter)
52-7046099
52-2207091
New York 52-2207095
(State or other jurisdiction 52-2207106
of incorporation or (I.R.S. Employer
organization) Identification No.)
c/o Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, Maryland 21044
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code:
(410) 884-2000
Securities to be registered pursuant to Section 12(b)
of the Act:
NONE
Securities to be registered pursuant to Section 12(g)
of the Act:
NONE
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 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.
Not applicable
State the aggregate market value of the voting and non-voting
common equity held by non-affiliates of the registrant. The ag-
gregate market value shall be computed by reference to the
price at which the common equity was sold, or the average bid
and asked prices of such common equity, as of a specified date
within 60 days prior to the date of filing. (See definition of af-
filiate in Rule 12b-2 of the Exchange Act.)
Not applicable
Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest
practicable date.
Not applicable
Part I
Item 1. Business.
Omitted
Item 2. Properties.
See Item 14(a), Exhibits 99.1, 99.2, and 99.3, for
information provided in lieu of information required by
Item 102 of Regulation S-K.
Item 3. Legal Proceedings.
The registrant knows of no material pending legal
proceedings involving the trusts created under the
Pooling and Servicing Agreement (the Trusts), the
Trustee, the Servicer or the registrant with respect to
the Trusts other than routine litigation incidental to
the duties of the respective parties.
Item 4. Submission of Matters to a Vote of Security Holders.
None
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters.
No established public trading market for the
Certificates exists.
As of December 31, 1999, the number of holders of
the publicly offered Certificates was 68
Classes B-3, B-4, B-5, B-6, B-7, B-8, C, D, E, R-1, R-II and R-III Certificates
were privately offered to qualified institutional buyers and institutional
accredited investors by Donaldson, Lufkin & Jenrette Securities Corporation as
placement agent. The privately placed Certificates were sold to the placement
agent at the following prices, expressed as a percentage of the intial principal
balances of the Certificates:
Class Price to Initial Purchaser
B-3 75.8372%
B-4 74.1833%
B-5 68.4543%
B-6 61.8281%
B-7 59.8594%
B-8 55.5000%
C 32.9375%
D 25.5392%
The Depositor received no consideration for the transfer of the Class E, Class
R-I, Class R-II and Class R-III Certificates.
Item 6. Selected Financial Data.
Omitted
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Omitted
Item 7a. Quantitative and Qualitative Disclosures About Market Risk
Not Applicable
Item 8. Financial Statements and Supplementary Data.
See Item 14(a), Exhibits 99.1, 99.2, 99.3, for
information provided in lieu of information required
by Item 302 of Regulation S-K.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
Not applicable.
Item 11. Executive Compensation.
Not applicable.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
Not applicable.
Item 13. Certain Relationships and Related Transactions.
Not applicable.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K.
(a) Exhibits
(4.1) Pooling and Servicing Agreement dated as of December 1,
1999 (hereby incorporated by reference as Exhibit 4.1 to
Registrant's Current Report on Form 8-K dated December 2,
1999 and filed December 17, 1999).
(99.1) Annual Independent Accountants' Servicing
Reports concerning servicing activities for
the year ended December 31, 1999.
a) Midland Loan Services, as Master Servicer and Midland
Loan Services, as Special Servicer <F1>
(99.2) Report of Management as to Compliance with
Minimum Servicing Standards for the year
ended December 31, 1999
a) Midland Loan Services, as Master Servicer and Midland
Loan Services, as Special Servicer <F1>
(99.3) Annual Statements of Compliance under the
Pooling and Servicing Agreements for the
year ended December 31, 1999.
a) Midland Loan Services, as Master Servicer and Midland
Loan Services, as Special Servicer <F1>
(99.4) Aggregate Statement of Principal and
Interest Distributions to Certificate
Holders.
No distributions to Certificate Holders
were made during the fiscal period covered
by this report.
(b) On December 17, 1999, a report on Form 8-K was
filed in order to provide the Pooling and
Servicing Agreement for the Certificates.
No other reports on Form 8-K have been filed during
the last quarter of the period covered by
this report.
(c) Not applicable.
(d) Omitted.
<F1> Filed herewith.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized:
PNC Mortgage Acceptance Corp
Commercial Mortgage Pass-Through Certificates
Series 1999-CM1
Signed: Norwest Bank Minnesota, N.A., as Trustee
By: Sherri J. Sharps, Vice President
By: /s/ Sherri J. Sharps, Vice President
Dated: March 30, 2000
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED
PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT
REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.
(a)(i) No annual report is provided to the Certificateholders
other than with respect to aggregate principal and interest
distributions.
(a)(ii) No proxy statement, form of proxy or other proxy
soliciting material has been sent to any Certificateholder
with respect to any annual or other meeting of Certificateholders.
Exhibit Index
Exhibit No.
4.1 Pooling and Servicing Agreement dated as of December 1, 1999 (hereby
incorporated by reference as Exhibit 4.1 to Registrant's Current
Report on Form 8-K dated December 2, 1999 and filed December 17,
1999).
99.1 Annual Independent Accountants' Servicing Reports concerning servicing
activities for the year ended December 31, 1999.
a) Midland Loan Services, as Master Servicer and Midland
Loan Services, as Special Servicer <F1>
99.2 Report of Management as to Compliance with Minimum Servicing Standards
for the year ended December 31, 1999.
a) Midland Loan Services, as Master Servicer and Midland
Loan Services, as Special Servicer <F1>
99.3 Annual Statements of Compliance under the Pooling and Servicing
Agreements for the year ended December 31, 1999.
a) Midland Loan Services, as Master Servicer and Midland
Loan Services, as Special Servicer <F1>
<F1> Filed herewith.
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 require-ments during the year ended December 31, 1999, is
fairly stated, in all material respects.
January 20, 2000
/s/ Ernst & Young, LLP
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
C.J. Sipple
Executive Vice President
/s/ Steven W. Smith
Steven W. Smith
Executive Vice President
January 20, 2000
March 28, 2000
Ms. Sharon Surguy, C.C.T.S.
Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, MD 21044-3562
PNC Mortgage Acceptance Corp., Commercial Mortgage Pass-Through
Certificates, Series 1999-CM1
Pooling and Servicing Agreement
OFFICER'S CERTIFICATE
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
Charles J. Sipple Date
Executive Vice President
