GMAC COMMERCIAL MORTGAGE SECURITIES INC
8-K, 1999-08-30
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 30, 1999
                                                        ------------------------

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



                                    Delaware
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                 (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
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              (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.

     On or about September 14, 1999, the Registrant will cause the issuance and
sale of approximately $1,031,610,000 initial principal amount of Mortgage
Pass-Through Certificates, Series 1999-C3, Class X, Class A-1-a, Class A-1-b,
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 September 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 the Class X, Class A-1-a, Class A-1-b,
Class A-2, Class B, Class C, Class D, Class E and Class F Certificates (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 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.


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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 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).

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                                   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 30, 1999



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                                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).



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                        [Mayer, Brown & Platt Letterhead]

                                                   August 30, 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



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