GMAC COMMERCIAL MORTGAGE SECURITIES INC
8-K, 1999-01-21
ASSET-BACKED SECURITIES
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<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): January 21, 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 2

<PAGE>

ITEM 5.  OTHER EVENTS.

         On or about February 9, 1999, the Registrant will cause the issuance
and sale of approximately $1,362,371,197 initial principal amount of Mortgage
Pass-Through Certificates, Series 1999-C1, 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 R-I, Class R-II and Class R-III (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 the
Class X, Class A-1, Class A-2, Class B, Class C, Class D and Class E
Certificates (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, the structure of the offering (e.g.
the number of classes, seniority, interest rate) 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 21, 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


<PAGE>

                                                                   Exhibit 99.1

<TABLE>
<CAPTION>
                                                          GMAC
               AGENCY RATING                              99 C1
               -----------------------------------------------------
               <S>                                         <C>   
               AAA Subordination                           31.00%
               BBB Subordination                           14.50%

               Deal Size (millions)                    $1,362.37
               Anticipated Closing Date                    2/9/99
               Top 10 Loans or Related Loans               34.74%
               Top 3 Loans or Related Loans                14.41%

               DEAL STATISTICS
               Wtd Avg DSCR                                 1.46
               Min. DSCR                                    1.00
               % DSCR < 1.25%                              14.49%
               Wtd Avg CLTV                                70.02%
               Max. CLTV                                   96.34%
               % CLTV > 75%                                30.87%
               % CLTV > 80%                                 2.01%

               PROPERTY TYPES
               % Hotel/Hospitality/Lodging                  4.20%
               % Office                                    27.80%
               % Retail                                    15.76%
               % Multifamily                               31.28%
               % Industrial                                 5.25%
               % Mobile Home Park                           4.14%
               % Mixed Use                                  1.21%
               % Skilled Nursing                            4.68%
               % Assisted Living Facility                   1.43%
               % Congregate Care                            2.41%
               % Other                                      1.84%
                                                       ----------
                                                          100.00%
                                                       ----------
</TABLE>

Disclaimer:

No securities are being offered by these summary materials. If the securities
described herein or other securities are ultimately offered, they will be
offered only pursuant to a definitive offering circular, and prospective
investors who consider purchasing any such securities should make their
investment decision based only upon the information provided therein and
consultation with their own advisors. 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 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 not pertain to any securities that will actually
be sold. 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. Any information in the material, 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 solely by Goldman, Sachs & Co. Goldman,
Sachs & Co. is acting as underwriter.

<PAGE>

- -----------------------------------------------------------
                          Top 3
                      States Where
Property Types         Applicable              % Deal
- -----------------------------------------------------------
% Lodging
                           TX                   1.413
                           DC                   0.870
                           OH                   0.447
                                             --------
                                                2.730
                                             ========
% Office
                           CA                  10.355
                           NY                   5.185
                           MI                   2.975
                                             --------
                                               18.515
                                             ========
% Retail
                           NY                   4.865
                           CA                   2.529
                           FL                   2.510
                                             --------
                                                9.904
                                             ========
% Multifamily
                           CA                   4.839
                           MO                   2.330
                           IA                   2.241
                                             --------
                                                9.410
                                             ========
% Industrial
                           CA                   2.482
                           MD                   0.671
                           GA                   0.554
                                             --------
                                                3.707
                                             ========
% Mobile Home park
                           NV                   0.974
                           CO                   0.757
                           MI                   0.660
                                             --------
                                                2.391
                                             ========
% Mixed Use
                           NY                   0.660
                           CA                   0.550
                                             --------
                                                1.210
                                             ========
% Skilled Nursing
                           PA                   2.058
                           TX                   1.471
                           IL                   0.438
                                             --------
                                                3.967
                                             ========
% Other
                           CA                   0.681
                           VT                   0.659
                           GA                   0.417
                                             --------
                                                1.757
                                             ========



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