SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): January 12, 1999
GMAC Commercial Mortgage Securities, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 333-64963 23-2811925
(State or other jurisdiction (Commission) (I.R.S. employer
of incorporation) file number) identification no.)
650 Dresher Road, Horsham, Pennsylvania 19044
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (215) 328-3164
Not Applicable
(Former name or former address, if changed since last report)
Exhibit Index Located on Page 3
<PAGE>
Item 5. Other Events.
In February 1999, the Registrant will cause the issuance and sale of
approximately $1,362,747,831 initial principal amount of various classes of
Mortgage Pass-Through Certificates, Series 1999-C1 (the "Certificates") pursuant
to a Pooling and Servicing Agreement to be dated as of February 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 Goldman, Sachs & Co.,
Deutsche Bank Securities Inc. and Donaldson, Lufkin & Jenrette Securities
Corporation (together, the "Underwriters"), that the Underwriters have furnished
to prospective investors certain written descriptions of the securities to be
offered that set forth the name of the issuer, the size of the potential
offering and miscellaneous similar items (the "Structural Term Sheets") with
respect to the Publicly Offered Certificates 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. In connection with the
sale of the Publicly Offered Certificates, the Registrant also has been informed
by 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 Structural Term Sheets and Collateral
Term Sheets are being filed as an exhibit to this report.
The Structural Term Sheets and Collateral Term Sheets attached hereto have
been provided by the Underwriters. The information in the Structural Term Sheets
and 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
<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 Businesses Acquired.
Not applicable
(b) Pro Forma Financial Information.
Not applicable
(c) Exhibits.
99.1 Structural Term Sheets and 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 thereunto duly authorized.
GMAC COMMERCIAL MORTGAGE SECURITIES,
INC., Registrant
By: /s/ David Lazarus
-----------------------------------
Name: David Lazarus
Title: Vice President
Dated: January 13, 1999
4
<PAGE>
INDEX OF EXHIBITS
Exhibit Description
- ------- -----------
99.1 Structural Term Sheets and Collateral Term Sheets prepared
by the Underwriters in connection with the sale of the
Publicly Offered Certificates of the Registrant.
5
Exhibit 99.1
All information in this Term Sheet, 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.
STRUCTURAL AND COLLATERAL TERM SHEET
January 12, 1999
GMAC Commercial Mortgage Securities, Inc.
Mortgage Pass-Through Certificates
Series 1999-C1
Key Features:
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Lead Manager: Goldman, Sachs & Co.
Co-Managers: Deutsche Bank Securities
Donaldson, Lufkin & Jenrette
Mortgage Loan Seller: GMAC Commercial Mortgage Corporation
Master Servicer: GMAC Commercial Mortgage Corporation
Special Servicer: GMAC Commercial Mortgage Corporation
Trustee: Norwest Bank Minnesota, N.A.
Launch: Late January/Early February
Pricing: Early February
Closing: Early/Mid February
Cut-Off Date: February 1, 5 and 10, 1999
Distribution Date: 15th of each month, or following business day
(commencing March 1999)
Payment Delay: 14 days
Structure: Sequential pay
Day Count: 30/360
Tax Treatment: REMIC
Collateral Facts:
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Initial Pool Balance: $1,362,747,831
Number of Mortgage Loans: 229
Number of Mortgaged Properties: 269
Average Cut-Off Date Balance: $5,065,977
Weighted Average Current Mortgage Rate: 7.01%
Weighted Average U/W DSCR: 1.48x
Weighted Average Cut-Off Date LTV Ratio: 70.3%
Weighted Average Remaining Term to Maturity (months): 127.8
Weighted Average Remaining Amortization Term (months): 336.0
Weighted Average Seasoning (months): 3.1
Balloon Loans as % of Total: 97.1%
Ten Largest Loans as % of Total: 34.8%
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Selected Loan Data:
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<TABLE>
<CAPTION>
Cut-Off Date Balance
Number of (as of Feb 10, 1999)
Mortgaged ---------------------------------------------------------------
Geographic Distribution Properties (MM) % by UPB Wtd. Avg. DSCR
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
California 39 $294.7 21.63% 1.46x
New York 27 166.7 12.23 1.40
Florida 26 101.0 7.41 1.44
Texas 21 79.5 5.83 2.09
Michigan 10 76.5 5.61 1.49
Other 146 644.4 47.28 1.44
Total/Wtd. Avg. 269 $1,362.7 100.00% 1.48x
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Cut-Off Date Balance
Number of (as of Feb 10, 1999)
Mortgaged ---------------------------------------------------------------
Property Type Properties (MM) % by UPB Wtd. Avg. DSCR
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Multifamily 95 $426.1 31.27% 1.36x
Office 45 378.7 27.79 1.39
Retail 46 214.8 15.76 1.39
Industrial 21 71.5 5.24 1.44
Skilled Nursing 12 64.1 4.71 1.86
Hospitality 12 57.2 4.20 1.68
Mobile Home Park 14 56.4 4.14 1.96
Congregate Care 8 32.9 2.41 2.46
Assisted Living Facility 5 19.5 1.43 1.52
Mixed Use 2 16.5 1.21 1.50
Other 9 25.0 1.84 1.95
Total/Wtd. Avg. 269 $1,362.7 100.00% 1.48x
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Prepayment Restrictions (MM) % by UPB Wtd. Avg. DSCR
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Lockout/Defeasance $1,279.2 93.87% 1.48x
Lockout/Greater of YM or 1% (a) 75.3 5.53 1.33
Lockout/Open 8.2 0.60 3.17
Total/Wtd. Avg. $1,362.7 100.00% 1.48x
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Includes 7 loans with the provision "(Greater of YM or 1%) + (25 bps on the
loan balance)".
Ten Largest Loans or Related Loans
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<TABLE>
<CAPTION>
Loan Balance % by UPB LTV DSCR Property Type
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
AMD Corporate Headquarters $68,211,566 5.01% 74.96% 1.31x Office
Zalkind Portfolio (a) 65,350,220 4.80 76.03 1.27 Multifamily
Meringoff / Shidler NY Portfolio 62,804,289 4.61 72.23 1.24 Office
Hudson Valley Mall 58,566,075 4.30 67.54 1.51 Retail
Uniprop Portfolio (b) 52,398,996 3.85 52.95 1.99 Mobile Home
Park
Randall Portfolio (c) 39,970,831 2.93 77.73 1.23 Multifamily
The Mills Building & 333 Pine Street 36,000,000 2.64 46.75 1.89 Office
211 W. Fort Street 31,874,231 2.34 66.40 1.43 Office
Bowers Portfolio (d) 30,056,317 2.21 70.28 2.68 Healthcare
Wilmac Health Care, Inc. 28,419,231 2.09 79.61 1.28 Skilled Nursing
Total $473,651,755 34.76%
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</TABLE>
(a) 7 loans with affiliated borrowers make up this group of loans.
(b) 2 cross-collateralized loans with the same borrower and 5 loans with
affiliated borrowers make up this group of loans.
(c) 3 loans with affiliated borrowers make up this group of loans.
(d) 2 cross-collateralized loans with the same borrower and 1 loan with an
affiliated borrower make up this group of loans.
Distribution of Cut-off Date Balances
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<TABLE>
<CAPTION>
Cut-off Date Balance
Number of (as of Feb 10, 1999)
Mortgage -----------------------------------------------------------------
Range of Cut-Off Date Balances Loans (MM) % by UPB Wtd. Avg. DSCR
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$298,646 - 999,999 8 $6.0 0.44% 1.69x
1,000,000 - 1,999,999 57 87.5 6.42 1.59
2,000,000 - 2,999,999 41 103.8 7.62 1.42
3,000,000 - 3,999,999 29 101.7 7.46 1.50
4,000,000 - 4,999,999 23 102.2 7.50 1.47
5,000,000 - 5,999,999 16 89.9 6.60 1.59
6,000,000 - 6,999,999 9 58.7 4.30 1.58
7,000,000 - 7,999,999 9 67.3 4.94 1.38
8,000,000 - 8,999,999 6 52.0 3.82 1.59
9,000,000 - 9,999,999 4 39.3 2.88 1.47
10,000,000 - 13,999,999 5 60.3 4.43 1.34
14,000,000 - 16,999,999 5 79.0 5.79 1.49
17,000,000 - 19,999,999 5 89.6 6.58 1.56
20,000,000 - 24,999,999 4 88.4 6.49 1.30
25,000,000 - 49,999,999 5 147.4 10.82 1.61
50,000,000 - 68,211,566 3 189.6 13.91 1.35
Total/Wtd. Avg. 229 $1,362.7 100.00% 1.48x
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</TABLE>
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 Term Sheet, 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 Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.
