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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10-K
(Mark One) /X/ Annual Report pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
for fiscal year ended December 31, 1996
or
/ / Transition Report pursuant to Section 13 or 15(d)
of the Securities Exchange Act 1934
for the transaction period from to
Commission File Number: 33-94448
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GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-C1
(Exact name of registrant as specified in its charter)
Delaware 23-2811925)
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
c/o State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
(Address of Principal Executive Offices) Zip Code
(617) 786-3000
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act: None.
Securities 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 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 the 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.
Aggregate market value of voting stock held by non-affiliates of the
registrant as of January 22, 1997.
Not Applicable.
Number of shares of common stock outstanding as of January 22, 1997.
Not Applicable.
Registrant has not been involved in bankruptcy proceedings during the
proceeding five years, and is not reporting as a corporate issuer.
The following documents are incorporated by reference into this Form 10-K.
None.
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GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-C1
FORM 10-K
INDEX
PAGE
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PART I.
Item 1. Business..................................................... 1
Item 2. Properties................................................... 1
Item 3. Legal Proceedings............................................ 1
Item 4. Submission of Matters to a Vote of Security Holders.......... 1
PART II.
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters......................................... 1
Item 6. Selected Financial Data...................................... 1
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations......................... 1
Item 8. Financial Statements and Supplementary Data.................. 2
Item 9. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure......................... 2
PART III.
Item 10. Directors and Executive Officers of the Registrant........... 2
Item 11. Executive Compensation....................................... 2
Item 12. Security Ownership of Certain Beneficial
Owners and Management....................................... 2
Item 13. Certain Relationships and Related Transactions............... 2
PART IV.
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K......................................... 2
Supplemental Information to be Furnished with Reports Filed Pursuant
to Section 15(d) of the Securities Exchange Act of 1934 of
Registrants Which Have Not Registered Securities Pursuant to
Section 12 of such Act................................................ 3
SIGNATURES................................................................... 4
INDEX OF EXHIBITS............................................................ 5
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PART I
ITEM 1. BUSINESS
Not Applicable.
ITEM 2. PROPERTIES
Information regarding the mortgaged properties securing the Mortgage Loans
(as such term is defined in the Pooling and Servicing Agreement dated as of
November 1, 1996 (the "Pooling Agreement") among GMAC Commercial Mortgage
Securities, Inc. as depositor ("Registrant"), GMAC Commercial Mortgage
Corporation as master servicer and special servicer (in such capacities, the
"Servicer"), and State Street Bank and Trust Company as trustee, pursuant to
which Pooling Agreement the Registrant's Mortgage Pass-Through Certificates,
Series 1996-C1 (the "Certificates") were issued) has been set forth in the
Prospectus Supplement relating to the Certificates. The Trust Fund created under
the Pooling Agreement has or will acquire title to real estate only upon default
of the related mortgages under the Mortgage Loans.
Capitalized terms used herein and not otherwise defined shall have the
respective meanings ascribed to such terms in the Pooling Agreement.
ITEM 3. LEGAL PROCEEDINGS
The Registrant knows of no material pending legal proceedings involving
either of (i) the pool (the "Pool") of Mortgage Loans constituting the property
of the Trust Fund or (ii) with respect to the Certificates or the Pool, the
Registrant, the Servicer or the Trustee with respect to the Pool other than
ordinary routine litigation, if any, incidental to the Trustee's, the Servicer's
or the Registrant's duties under the Pooling Agreement and not material when
taken as a whole.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote or consent of the holders of the
Certificates during the period covered by this report.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
Presently, there is no established trading market for the Certificates known
to the Registrant. As of January 22, 1997 (or, with respect to the Class F, G,
H, and R Certificates, December 31, 1996), there are an aggregate of 112 holders
of all Classes of the Certificates, including direct participants of the
Depository Trust Company ("DTC") but excluding Cede & Co., DTC's nominee.
ITEM 6. SELECTED FINANCIAL DATA
Not Applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Not Applicable.
1
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Not Applicable.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
The Registrant knows of no changes or disagreements with accountants on
accounting and financial disclosure with respect to the Pool or the
Certificates.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Not Applicable.
ITEM 11. EXECUTIVE COMPENSATION
Not Applicable.
PART III
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information required by this item with respect to the security ownership of
certain beneficial owners of the Certificates is annexed hereto as Exhibit 99.1.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not Applicable.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) Financial Statements
Not Applicable.
(a)(2) Financial Statement Schedules
Not Applicable.
(a)(3) Exhibits
Unless otherwise indicated, the following exhibits required by Item 601
of Regulation S-K and previously furnished to the Commission as exhibits
to a Report on Form 8-K with a Date of Report of November 7, 1996, are
incorporated into this Form 10-K by reference:
4. Pooling and Servicing Agreement dated as of November 1, 1996, by
and among GMAC Commercial Mortgage Securities, Inc., as depositor,
GMAC Commercial Mortgage Corporation as master servicer and special
servicer, and State Street Bank and Trust Company, as Trustee.
99.1* Security Ownership of Certain Beneficial Owners.
2
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(b) The following Reports on Form 8-K were filed with the Commission by
or on behalf of the Registrant with respect to the Certificates
during the last quarter of the period covered by this report:
Report on Form 8-K dated November 1, 1996, reporting items 2 and 7.
Report on Form 8-K dated November 7, 1996, reporting items 5 and 7.
Report on Form 8-K dated December 15, 1996, reporting items 5 and 7.
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* Filed herewith
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OF REGISTRANTS WHICH HAVE
NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF SUCH ACT.
The Registrant has not sent an annual report or proxy material to the
holders of its Certificates. The Registrant will not be sending an annual report
or proxy materials to the holders of its Certificates subsequent to the filing
of this Form 10-K.
3
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SIGNATURES
Pursuant to the requirements 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.
GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1996-C1
Dated: June 25, 1997 By: State Street Bank and Trust Company,
solely in its capacity as Trustee of the
Trust Fund for the Registrant's Mortgage
Pass-Through Certificates, Series
1996-C1 and not individually
By: /s/ William G. Swan
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William G. Swan, Vice President
4
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INDEX OF EXHIBITS
99.1 Security Ownership of Certain Beneficial Owners (with original
principal balances).
5
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GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-C1
EXHIBIT 99.1
PAGE 1 OF 5
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of January 22, 1997 (or, with respect to Classes F, G and H, December 31,
1996, the following persons were known to the Registrant to be the registered
beneficial owners of more than 5% of the aggregate fractional undivided
interest evidenced by each Class of the Certificates referenced below*:
<TABLE>
<CAPTION>
TITLE NAME AND ADDRESS AMOUNT OF BENEFICIAL
OF CLASS OF BENEFICIAL HOLDERS OWNERSHIP (ORIGINAL PRINCIPAL) % CLASS
- --------------------------------- --------------------------------- --------------------------------- -----------
<S> <C> <C> <C>
Class X-1** Goldman, Sachs & Co. N/A (Notional Class) 100%
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Class X-2** Bankers Trust Company 81,865,527 17.94%
c/o BT Services Tennessee, Inc.
Custody Services
648 Grassmere Park Road
Nashville, TN 37211
Boston Safe Deposit & Trust Co. 26,300,000 5.76%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank/ Chemical 53,100,000 11.64%
Auto Settle Department
4 New York
Plaza, 4th Floor
New York, NY 10004
Chase Manhattan Trust 164,314,131 36.01%
Two Chase Manhattan Plaza, 5th Flr
New York, NY 10081
SSB-Custodian Global Proxy Unit, 44,800,000 9.82%
A5NW
P. O. Box 1631
Boston, MA 02105-1631
Class A-1* Chase Manhattan Trust 22,618,767 67.57%
Two Chase Manhattan Plaza, 5th Flr
New York, NY 10081
Northwest Bank Minnesota National 3,481,359 10.40%
Association
733 Marquette Avenue
Minneapolis, MN 55479-0056
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT 99.1
PAGE 2 OF 5
<S> <C> <C> <C>
Republic National Bank of 7,375,000 22.03%
New York--Investment Account
One Hanson Place, Lower Level
Brooklyn, NY 11243
Class A-2A* Bankers Trust Company 96,007,750 50.46%
c/o BT Services Tennessee, Inc.
Custody Services
648 Grassmere Park Road
Nashville, TN 37211
Chase Manhattan Trust 21,268,000 11.18%
Two Chase Manhattan Plaza, 5th Floor
New York, NY 10081
SSB-Custodian Global Proxy Unit, 35,588,250 18.70%
A5NW
P. O. Box 1631
Boston, MA 02105-1631
Class A-2B* American Express Trust Company 11,000,000 15.29%
1200 Northstar West
Minneapolis, MN 55440
Bank of New York (The) 4,728,000 6.57%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Bankers Trust Company 4,150,000 5.77%
c/o BT Services Tennessee, Inc.
Custody Services
648 Grassmere Park Road
Nashville, TN 37211
Chase Manhattan Bank 14,810,000 20.58%
Two Chase Manhattan Plaza, 5th Floor
New York, NY 10081
Fiduciary Trust Company, 10,000,000 13.9%
International
2 World Trade Center, 96th Floor
New York, NY 10048-0772
Northwest Bank Minnesota National 6,200,000 8.62%
Association
733 Marquette Avenue
Minneapolis, MN 55479-0056
CLASS B* Chase Manhattan Bank 5,000,000 15.64%
Two Chase Manhattan Plaza, 5th Floor
New York, NY 10081
Chase Manhattan Bank/ 14,000,000 43.78%
Chemical Auto Settle Department
4 New York Plaza, 4th Floor
New York, NY 10004
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT 99.1
PAGE 3 OF 5
<S> <C> <C> <C>
SSB-Custodian Global Proxy Unit, 5,000,000 15.64%
A5NW
P. O. Box 1631
Boston, MA 02105-1631
First Bank, N.A. 6,978,000 21.82%
c/o ICE Proxy Services
71 Executive Blvd.
Farmingdale, NY 11735
Class C* Boston Safe Deposit & Trust Co. 7,000,000 26.65%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Goldman, Sachs & Co. 15,768,000 60.03%
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Northern Trust Company 3,500,000 13.32%
801 S. Calan C-In
Chicago, IL 60607
Class D* Boston Safe Deposit & Trust Co. 6,409,000 23.38%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
First National Bank of Boston 15,000,000 54.73%
c/o ADP Services
51 Mercedes Way
Edgewood, NY 11717
Class F*** Goldman, Sachs & Co. 5,000,000 18.24%
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Class E*** Boston Safe Deposit & Trust Co. 7,705,000 56.22%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
First National Bank of Boston 3,000,000 21.89%
c/o ADP Services
51 Mercedes Way
Edgewood, NY 11717
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT 99.1
PAGE 4 OF 5
<S> <C> <C> <C>
PNC National Association 3,000,000 21.89%
1835 Market Street
11 Penn Center, 15th Floor
Philadelphia, PA 19103
Goldman, Sachs & Co. 21,541,000 94.31%
85 Broad Street, 6th Floor
New York, NY 10004
Class G*** Gerlach & Co. 9,707,500 50%
c/o Citibank NA/Custody
IC&D Lockbox
P. O. Box 7247-7057
Philadelphia, PA 19170-7057
Goldman, Sachs & Co. 9,707,500 50%
85 Broad Street, 6th Floor
New York, NY 10004
Class H*** Gerlach & Co. 9,707,602 50%
c/o Citibank NA/Custody
IC&D Lockbox
P. O. Box 7247-7057
Philadelphia, PA 19170-7057
Goldman, Sachs & Co. 9,707,602 50%
85 Broad Street, 6th Floor
New York, NY 10004
Class R-I Goldman, Sachs & Co. N/A 100%
85 Broad Street, 6th Floor
New York, NY 10004
Class R-II Goldman, Sachs & Co. N/A 100%
85 Broad Street, 6th Floor
New York, NY 10004
Class R-III Goldman, Sachs & Co. N/A 100%
85 Broad Street, 6th Floor
New York, NY 10004
</TABLE>
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* As of January 22, 1997, the security ownership of the referenced Class of
Certificates was registered on the books and records of the registrar to
"Cede & Co.", The Depository Trust Company's nominee. The beneficial
ownership of such Class disclosed herein is based on a security positions
listing of The Depository Trust Company as of January 22, 1997.
** The Class X-1 and X-2 Certificates have no principal balances, the holders
thereof being entitled solely to distributions of interest accruing on the
respective Notional Amount of such Certificates.
*** Reflects registered holders as of December 31, 1996 as identified on the
books and records of the registrar.
