<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) May 27, 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)
================================================================================
<PAGE>
ITEM 5. OTHER EVENTS.
On or about June 9, 1999, the Registrant will cause the
issuance and sale of approximately $974,502,236 initial principal amount of
Mortgage Pass-Through Certificates, Series 1999-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
June 1, 1999, among the Registrant, GMAC Commercial Mortgage Corporation, as
Servicer, LaSalle Bank National Association, 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, Class E, Class F and Class G Certificates (the
"Publicly Offered Certificates"), the Registrant has been advised by Donaldson,
Lufkin & Jenrette Securities Corporation, Deutsche Bank Securities Inc. and
Goldman, Sachs & Co., (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.
333-64963, 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: May 27, 1999
-4-
<PAGE>
INDEX OF EXHIBITS
Exhibit Description
- ------- -----------
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).
-5-
<PAGE>
[Mayer, Brown & Platt Letterhead]
May 27, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-2011
Attention: Filing Desk
Re: GMAC COMMERCIAL MORTGAGE SECURITIES, INC. (THE "REGISTRANT")
(REGISTRATION STATEMENT NO. 333-64963)
Ladies and Gentlemen:
On behalf of the Registrant, we enclose a Form 8-K for filing in
connection with the referenced Registration Statement. In this connection, we
have today caused to be filed with you in paper: (a) one manually signed copy of
a Form SE pursuant to Rule 311(i) of Regulation S-T (and pursuant to Securities
and Exchange Commission Release No. 33-7427), together with exhibits thereto
(the "Form SE"), the pages of which have been sequentially numbered; and (b) two
conformed copies of such Form SE with exhibits.
Please contact me at (312) 701-7024 if you have any questions or if I
can be of any assistance.
Very truly yours,
/s/ Fred C. Lawson
-----------------------------
Fred C. Lawson
-6-
