GMAC COMMERCIAL MORTGAGE SECURITIES INC
8-K, 1999-08-11
ASSET-BACKED SECURITIES
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                       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 9, 1999
                                                          ----------------------

                    GMAC Commercial Mortgage Securities, Inc.
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


                                    Delaware
- --------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)


          333-64963                                    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)

================================================================================

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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.











                                       -2-

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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.






                                       -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 hereunto duly authorized.


                                      GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
                                      (Registrant)




Dated: August 11, 1999                By: /s/ DAVID LAZARUS
                                          -------------------------------------
                                      Name:   David Lazarus
                                      Title:  Vice President
























                                       -4-

<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>

LOAN NUMBER             PROPERTY / PORTFOLIO NAME                     CURRENT BALANCE    % OF TOTAL POOL BALANCE
- -----------             -------------------------                     ---------------    -----------------------
<S>              <C>                                                    <C>                      <C>
22102            Equity Inns - AmeriSuites (Indianapolis)                $1,918,385
22103            Equity Inns Portfolio                                  $46,550,800
                 #1 RELATED BORROWER TOTAL                              $48,469,184              4.15%

826165831        Trinity Commons Shopping Center                        $15,250,000
906950814        Buckingham Place Shopping Center                        $5,600,000
906995296        County Line Plaza                                      $21,000,000
                 #2 RELATED BORROWER TOTAL                              $41,850,000              3.58%

914142539        125 Maiden Lane                                        $28,500,000
902803901        15 Dutch Street                                         $4,440,000
                 #3 RELATED BORROWER TOTAL                              $32,940,000              2.82%

09-0001253       Pitman Corners Shopping Center                         $10,250,000
09-0001254       Hillcrest Village Shopping Center                      $10,910,814
09-0001255       Burleson Towne Centre                                   $6,600,000
                 #4 RELATED BORROWER TOTAL                              $27,760,814              2.37%

19020            The Shops at Pennsville Shopping Center - A             $4,796,895
                 Note
22748            Laurel Apartment Portfolio                             $17,961,949
                 #5 RELATED BORROWER TOTAL                              $22,758,843              1.95%

GA4992           The Towers on Wilshire                                 $11,861,014
GA5891           The Harbor Building                                    $10,112,399
                 #6 RELATED BORROWER TOTAL                              $21,973,413              1.88%

22232            40 Corporate Center                                     $8,850,000
22941            Heritage Office Building                                $7,425,000
                 #7 RELATED BORROWER TOTAL                              $16,275,000              1.39%

22669            Scott Company of California                             $3,000,000
23007            InteSys Technologies, Inc.                             $13,130,000
                 #8 RELATED BORROWER TOTAL                              $16,130,000              1.38%

TA1852           Commonwealth Plaza                                      $6,315,099
TA4588           4751 White Lane                                         $1,364,420
                 #9 RELATED BORROWER TOTAL                               $7,679,519              0.66%

TA7423           Westlake Medical Plaza                                  $3,145,945
TA7458           North Dawson Business Center                            $1,247,607
                 #10 RELATED BORROWER TOTAL                              $4,393,553              0.38%

TA4080           120 South Harrison Street                               $1,235,151
TA6788           106 South Harrison Street Apartments                    $3,265,023
                 #11 RELATED BORROWER TOTAL                              $4,500,173              0.38%

TA6162           Rushton Portfolio                                       $1,939,542
TA6357           228 Lackawana Avenue                                    $1,243,296
                 #12 RELATED BORROWER TOTAL                              $3,182,838              0.27%

                 GRAND TOTAL                                           $247,913,338             21.21%

</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>



                         DISTRIBUTION OF PROPERTY TYPES


                                            PERCENTAGE    WEIGHTED
                                               OF         AVERAGE     WEIGHTED
                                            AGGREGATE       DEBT      AVERAGE
                 NUMBER OF                   CUT-OFF      SERVICE     CUT-OFF
                 MORTGAGE   CUT-OFF DATE      DATE        COVERAGE     DATE
PROPERTY TYPE     LOANS        BALANCE       BALANCE       RATIO       LTV
- -------------    --------   ------------    ---------     -------    -------
Retail
  Anchored           19       $289,709,984    24.78         1.35x     69.01%
  Unanchored         16         64,473,781     5.52         1.41      66.43
                    ---     --------------   ------         ----      -----
Retail Subtotal      35       $354,183,765    30.30         1.36x     68.54%

Office               36       $322,205,615    27.56%        1.33x     67.87%
Multifamily          60        272,896,934    23.35         1.28      76.22
Lodging              25        105,918,234     9.06         1.65      58.98
Industrial           21         99,170,997     8.48         1.42      64.96
Mobile Home Park      2          4,358,934     0.37         1.40      70.03
Special Purpose       1          3,900,000     0.33         1.26      67.24
Self-Storage          1          3,243,231     0.28         2.17      60.85
Mixed Use             2          3,055,909     0.26         1.42      69.13
                    ---     --------------   ------         -
Total/Avg./Wtd.
  Avg./Min/Max:     183     $1,168,933,618   100.00%        1.37x     68.96%
                    ===     ==============   ======







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