<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) August 24, 1998
-----------------------
GMAC Commercial Mortgage Securities, Inc.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
333-37717 23-2811925
----------------------- ------------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
650 Dresher Road, Horsham, Pennsylvania 19044
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(215) 328-3164
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Not Applicable
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
Item 5. Other Events.
On or about August 27, 1998, the Registrant will cause the issuance and
sale of approximately $2,530,361,727 initial principal amount of Mortgage
Pass-Through Certificates, Series 1998-C2, Class X, Class A-1, Class A-2, Class
B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class
L, Class M, Class N, Class R-I, Class R-II and Class R- III (the "Certificates")
pursuant to a Pooling and Servicing Agreement to be dated as of August 1, 1998,
among the Registrant, GMAC Commercial Mortgage Corporation, as Servicer, LaSalle
National Bank, as Trustee and ABN AMRO Bank N.V., as Fiscal Agent. In connection
with the sale of the Class X, Class A-1, Class A-2, Class B, Class C, Class D
and Class E Certificates (the "Publicly Offered Certificates"), the Registrant
has been advised by Lehman Brothers Inc. and Deutsche Bank Securities Inc.
(together, the "Underwriters"), that the Underwriters have furnished to
prospective investors certain yield tables and other computational materials
(the "Computational Materials") with respect to the Publicly Offered
Certificates following the effective date of Registration Statement No.
333-37717, which Computational Materials are being filed as exhibits to this
report.
The Computational Materials were prepared by the Underwriters at the
request of certain prospective investors, based on assumptions provided by, and
satisfying the special requirements of, such prospective investors. The
Computational Materials may be based on assumptions that differ from the
assumptions set forth in the Prospectus Supplement. The Computational Materials
may not include, and do not purport to include, information based on assumptions
representing a complete set of possible scenarios. Accordingly, the
Computational Materials may not be relevant to or appropriate for investors
other than those specifically requesting them.
In addition, the actual characteristics and performance of the mortgage
loans underlying the Certificates (the "Mortgage Loans") may differ from the
assumptions used in the Computational Materials, which are hypothetical in
nature and which were provided to certain investors only to give a general sense
of how the yield, average life, duration, expected maturity, interest rate
sensitivity and cash flow characteristics of a particular class of Certificates
might vary under varying prepayment and other scenarios. Any difference between
such assumptions and the actual characteristics and performance of the Mortgage
Loans will affect the actual yield, average life, duration, expected maturity,
interest rate sensitivity and cash flow characteristics of the Certificates.
2
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
List below the financial statements, pro forma financial information
and exhibits, if any, filed as part of this report.
(a) Financial Statements of Business Acquired.
Not applicable
(b) Pro Forma Financial Information.
Not applicable
(c) Exhibits.
99.1 Computational Materials prepared by the
Underwriters in connection with the sale of Publicly
Offered Certificates of the Registrant, filed
pursuant to Rules 202 and 311(i) of Regulation S-T
(filed in paper).
3
<PAGE>
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.
(Registrant)
By: /s/ David Lazarus
---------------------------------
Name: David Lazarus
Title: Vice President
Dated: August 24, 1998
4
<PAGE>
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
99.1 Computational Materials prepared by the Underwriters in
connection with the sale of Publicly Offered Certificates of the
Registrant, filed pursuant to Rules 202 and 311(i) of
Regulation S-T (filed in paper).
</TABLE>
5
