<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 10, 1999
GMAC Commercial Mortgage Securities, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
333-64963
(Commission File Number)
23-2811925
(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.
In August 1999, the Registrant will cause the issuance and
sale of approximately $1,170,000,000 initial principal amount of various classes
of Mortgage Pass-Through Certificates, Series 1999-C3 (the "Certificates")
pursuant to a Pooling and Servicing Agreement to be dated as of August 1, 1999,
among the Registrant, GMAC Commercial Mortgage Corporation, as Servicer, and
Norwest Bank Minnesota, National Association, as Trustee. In connection with the
sale of certain classes of the Certificates to the public (the "Publicly Offered
Certificates"), the Registrant has been advised by Deutsche Bank Securities Inc.
and Goldman, Sachs & Co. (together, the "Underwriters"), that the Underwriters
have furnished to prospective investors certain descriptive information
regarding the mortgage loans (the "Mortgage Loans") underlying the Certificates
that set forth the number of Mortgage Loans, the principal balance of the
Mortgage Loans, information regarding the mortgage rates thereon and
miscellaneous similar items (the "Collateral Term Sheets") following the
effective date of Registration Statement No. 333-64963 but prior to the
availability of a final Prospectus relating to the Publicly Offered
Certificates. The Collateral Term Sheets are being filed as an exhibit to this
report.
The Collateral Term Sheets attached hereto have been provided
by the Underwriters. The information in the Collateral Term Sheets is
preliminary and may be superseded by the Prospectus Supplement relating to the
Publicly Offered Certificates and by any other information subsequently filed
with the Securities and Exchange Commission.
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<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 Collateral Term Sheets prepared by the Underwriters
in connection with the sale of the Publicly Offered
Certificates of the Registrant.
99.2 Collateral Term Sheets prepared by the Underwriters
in connection with the sale of the Publicly Offered
Certificates of the Registrant.
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<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 hereunto duly authorized.
GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
(Registrant)
Dated: August 12, 1999 By:/s/ David Lazarus
--------------------------------------
Name: David Lazarus
Title: Vice President
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<PAGE>
INDEX TO EXHIBITS
Exhibit
No. Document Description
- ------- --------------------
99.1 Collateral Term Sheets prepared by the Underwriters
in connection with the sale of the Publicly
Offered Certificates of the Registrant.
99.2 Collateral Term Sheets prepared by the Underwriters
in connection with the sale of the Publicly
Offered Certificates of the Registrant.
-5-
<PAGE>
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this spreadsheet, whether regarding the assets
backing any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you.
This material is furnished to you by Deutsche Bank Securities and Goldman, Sachs
& Co. and not by the issuer of the securities. Deutsche Bank Securities, Inc.
and Goldman, Sachs & Co. are acting as the lead managers and neither of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
<PAGE>
<TABLE>
<CAPTION>
MULTIFAMILY ANALYSIS
- -------------------------------------------------------------------------------------------------------------------------
Deal Size 1,168,933,619.00
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
GRP2 MF Loan Bal 257,900,473.00
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
Size % MF Prin Based % MF That % of GRP1 Prin MF Collateral Back GRP 1 MF GRP 2 MF
on 257mm MF Paydown MF Class to Pay MF Class to GRP 1 AFTER MF % as the % as the
till MF Class Class Pays Off. Date of Date of
Pays off. Issuance Issuance
- --------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------- ----------------------------
<S> <C> <C> <C> <C> <C> <C>
750,000,000.00 34.39% 30.10% 84.50% 32,150,000.00 1.65% 100.00%
- ------------------------------------------------------------------------------------------------- ----------------------------
648,000,000.00 39.79% 35.03% 68.00% 31,900,000.00 1.65% 100.00%
- ------------------------------------------------------------------------------------------------- ----------------------------
555,000,000.00 46.47% 40.70% 53.00% 31,741,000.00 1.65% 100.00%
- ------------------------------------------------------------------------------------------------- ----------------------------
486,000,000.00 52.88% 46.60% 41.80% 31,250,000.00 1.65% 100.00%
- ------------------------------------------------------------------------------------------------- ----------------------------
</TABLE>
<PAGE>
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this spreadsheet, whether regarding the assets
backing any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you.
This material is furnished to you by Deutsche Bank Securities and Goldman, Sachs
& Co. and not by the issuer of the securities. Deutsche Bank Securities, Inc.
and Goldman, Sachs & Co. are acting as the lead managers and neither of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
<PAGE>
<TABLE>
<CAPTION>
MULTIFAMILY ANALYSIS
- -------------------------------------------------------------------------------------------------------------------------
Deal Size 1,168,933,619.00
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
GRP2 MF Loan Bal 257,900,473.00
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
Size % MF Prin Based % MF That % of GRP1 Prin MF Collateral Back GRP 1 MF GRP 2 MF
on 257mm MF Paydown MF Class to Pay MF Class to GRP 1 AFTER MF % as the % as the
till MF Class Class Pays Off. Date of Date of
Pays off. Issuance Issuance
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
500,000,000.00 51.40% 45.40% 44.00% 30,900,000.00 1.65% 100.00%
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</TABLE>
Average life 8.87 years
Payment window 09/99-08/09
Could change if pool changes/sub-buyers.
