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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): August 17, 2000
GMAC Commercial Mortgage Securities, Inc.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 333-74299 23-2811925
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(STATE OR OTHER JURISDICTION (COMMISSION) (I.R.S. EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
200 Witmer Road, Horsham, Pennsylvania 19044
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) ZIP CODE)
Registrant's telephone number, including area code (215) 328-3480
Not Applicable
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Exhibit Index Located on Page 7
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 17, 2000, a single series of certificates, entitled
GMAC Commercial Mortgage Securities, Inc., Mortgage Pass-Through Certificates,
Series 2000-C2 (the "Certificates"), was issued pursuant to a Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), attached hereto as
Exhibit 4.1, dated as of August 1, 2000, among GMAC Commercial Mortgage
Securities, Inc. as depositor (the "Depositor"), GMAC Commercial Mortgage
Corporation ("GMACCM") as master servicer and special servicer and Wells Fargo
Bank Minnesota, N.A., as trustee and securities intermediary. The Certificates
consist of nineteen classes identified as the "Class X Certificates," the "Class
A-1 Certificates," the "Class A-2 Certificates," the "Class B Certificates," the
"Class C Certificates," the "Class D Certificates," the "Class E Certificates,"
the "Class F Certificates," the "Class G Certificates," the "Class H
Certificates," the "Class J Certificates," the "Class K Certificates," the
"Class L Certificates," the "Class M Certificates," the "Class N Certificates,"
the "Class O Certificates," the "Class R-I Certificates," the "Class R-II
Certificates" and the "Class R-III Certificates," respectively, and were issued
in exchange for, and evidence the entire beneficial ownership interest in, the
assets of a trust fund (the "Trust Fund") consisting primarily of a pool of
commercial and multifamily mortgage loans (the "Mortgage Loans") and a
multifamily mortgage participation certificate issued and guaranteed by the
Federal Home Loan Mortgage Corporation (the "Mortgage Certificate"). The
Mortgage Loans, as of the due date of each such Mortgage Loan in August 2000,
and the Mortgage Certificate, as of August 1, 2000 (each, the "Cut-off Date"),
have an aggregate principal balance of $773,760,240 (the "Initial Pool
Balance"), after taking into account all payments of principal due on Mortgage
Loans on or before such date, whether or not received. The Depositor acquired
certain of the Trust Fund assets from GMACCM pursuant to an assignment and
assumption agreement, dated August 17, 2000, between GMACCM as seller and the
Depositor as purchaser, attached hereto as Exhibit 99.1. The Depositor acquired
certain of the Trust Fund assets from Salmon Brothers Realty Brothers Corp.
("Salomon") pursuant to a mortgage loan purchase agreement, dated August 8,
2000, between Salomon as seller and the Depositor as purchaser, and a
supplemental agreement, dated August 8, 2000 between Salomon as purchaser and
GMACCM as seller, attached hereto as Exhibits 99.2 and 99.3, respectively. The
Depositor acquired certain of the Trust Fund assets from German American Capital
Corporation ("GACC") pursuant to two mortgage loan purchase agreements, each
dated August 8, 2000, between GACC as seller and the Depositor as purchaser, and
a supplemental agreement, dated August 8, 2000, between GACC as purchaser and
GMACCM as seller, attached hereto as Exhibits 99.4, 99.5 and 99.6, respectively.
The Depositor acquired certain of the Trust Fund assets from Goldman Sachs
Mortgage Company ("GSMC") pursuant to two mortgage loan purchase agreements,
each dated August 8, 2000, between GSMC as seller and the Depositor as
purchaser, and a supplemental agreement, dated August 8, 2000, between GSMC as
purchaser and GMACCM as seller, attached hereto as Exhibits 99.7, 99.8 and 99.9,
respectively. GMACCM indemnified the Depositor with respect to certain
information in the Prospectus Supplement dated August 8, 2000 pursuant to an
indemnification agreement, dated August 8, 2000, between GMACCM and the
Depositor, attached hereto as Exhibit 99.10. The Depositor sold the Class A-1,
Class A-2, Class B, Class C, Class D and Class E Certificates to Goldman, Sachs
& Co. ("Goldman") and Deutsche Bank Securities Inc. ("DBS," and with Goldman in
such capacity, the "Underwriters") pursuant to an underwriting agreement dated
August 8, 2000 among the Underwriters, GMACCM and the Depositor, attached hereto
as Exhibit 1.1. The Depositor sold the Class X and Class F Certificates to
Goldman and DBS, and
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the Class G, Class H, Class J, Class K, Class M, Class N and Class O
Certificates to Commercial Asset Trading, Inc. pursuant to two certificate
purchase agreements each dated August 8, 2000. The Depositor sold the Class R-I,
Class R-II and Class R-III Certificates to Goldman, Sachs & Co.
The Class X Certificates will not have an initial certificate balance
("Certificate Balance"), but will represent the right to receive distributions
of interest accrued as provided in the Pooling and Servicing Agreement on a
hypothetical or notional amount (a "Notional Amount") equal to $773,760,240. The
Class A-1 Certificates will have an initial Certificate Balance of $123,801,000.
The Class A-2 Certificates will have an initial Certificate Balance of
$485,535,000. The Class B Certificates will have an initial Certificate Balance
of $30,950,000. The Class C Certificates will have an initial Certificate
Balance of $28,049,000. The Class D Certificates will have an initial
Certificate Balance of $10,639,000. The Class E Certificates will have an
initial Certificate Balance of $19,344,000. The Class F Certificates will have
an initial Certificate Balance of $9,672,000. The Class G Certificates will have
an initial aggregate Certificate Balance of $25,147,000. The Class H
Certificates will have an initial Certificate Balance of $5,804,000. The Class J
Certificates will have an initial Certificate Balance of $5,803,000. The Class K
Certificates will have an initial Certificate Balance of $8,705,000. The Class L
Certificates will have an initial Certificate Balance of $3,868,000. The Class M
Certificates will have an initial Certificate Balance of $4,836,000. The Class N
Certificates will have an initial Certificate Balance of $4,836,000. The Class O
Certificates will have an initial Certificate Balance of $6,771,240. The Class
R-I, Class R-II and Class R-III Certificates each have an initial Certificate
Balance of $0.
Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to them in the Pooling and Servicing Agreement.
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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 Businesses Acquired.
Not applicable
(b) Pro Forma Financial Information.
Not applicable
(c) Exhibits.
Exhibit No. Document Description
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1.1 Underwriting Agreement, dated as of August 8, 2000, among GMAC
Commercial Mortgage Securities, Inc. as seller, GMAC
Commercial Mortgage Corporation, and Goldman, Sachs & Co. and
Deutsche Bank Securities Inc. as underwriters.
4.1 Pooling and Servicing Agreement, dated as of August 1, 2000,
among GMAC Commercial Mortgage Securities, Inc. as depositor,
GMAC Commercial Mortgage Corporation as master servicer and
special servicer and Wells Fargo Bank Minnesota, N.A., as
trustee and securities intermediary.
99.1 Assignment and Assumption Agreement, dated as of August 17,
2000, between GMAC Commercial Mortgage Corporation as seller
and GMAC Commercial Mortgage Securities, Inc. as purchaser.
99.2 Mortgage Loan Purchase Agreement, dated as of August 8, 2000,
between Salomon Brothers Realty Corp. as seller and GMAC
Commercial Mortgage Securities, Inc. as purchaser.
99.3 Supplemental Agreement, dated as of August 8, 2000, between
GMAC Commercial Mortgage Corporation as seller and Salomon
Brothers Realty Corp. as purchaser.
99.4 Mortgage Loan Purchase Agreement, dated as of August 8, 2000,
between German American Capital Corporation as seller and GMAC
Commercial Mortgage Securities, Inc. as purchaser.
99.5 Mortgage Loan Purchase Agreement, dated as of August 8, 2000,
between German American Capital Corporation as seller and GMAC
Commercial Mortgage Securities, Inc. as purchaser.
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99.6 Supplemental Agreement, dated as of August 8, 2000, between
GMAC Commercial Mortgage Corporation as seller and German
American Capital Corporation as purchaser.
99.7 Mortgage Loan Purchase Agreement, dated as of August 8, 2000,
between Goldman Sachs Mortgage Company as seller and GMAC
Commercial Mortgage Securities, Inc. as purchaser.
99.8 Mortgage Loan Purchase Agreement, dated as of August 8, 2000,
between Goldman Sachs Mortgage Company as seller and GMAC
Commercial Mortgage Securities, Inc. as purchaser.
99.9 Supplemental Agreement, dated as of August 8, 2000, between
GMAC Commercial Mortgage Corporation as seller and Goldman
Sachs Mortgage Company as purchaser.
99.10 Indemnification Agreement, dated as of August 8, 2000, between
GMAC Commercial Mortgage Corporation and GMAC Commercial
Mortgage Securities, Inc.
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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
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Name: David Lazarus
Title: Vice President
Dated: September 1, 2000
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INDEX OF EXHIBITS
Exhibit Description
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1.1 Underwriting Agreement, dated as of August 8, 2000, among GMAC
Commercial Mortgage Securities, Inc. as seller, GMAC
Commercial Mortgage Corporation, and Goldman, Sachs & Co. and
Deutsche Bank Securities Inc. as underwriters.
4.1 Pooling and Servicing Agreement, dated as of August 1, 2000,
among GMAC Commercial Mortgage Securities, Inc. as depositor,
GMAC Commercial Mortgage Corporation as master servicer and
special servicer and Wells Fargo Bank Minnesota, N.A., as
trustee and securities intermediary.
99.1 Assignment and Assumption Agreement, dated as of August 17,
2000, between GMAC Commercial Mortgage Corporation as seller
and GMAC Commercial Mortgage Securities, Inc. as purchaser.
99.2 Mortgage Loan Purchase Agreement, dated as of August 8, 2000,
between Salomon Brothers Realty Corp. as seller and GMAC
Commercial Mortgage Securities, Inc. as purchaser.
99.3 Supplemental Agreement, dated as of August 8, 2000, between
GMAC Commercial Mortgage Corporation as seller and Salomon
Brothers Realty Corp. as purchaser.
99.4 Mortgage Loan Purchase Agreement, dated as of August 8, 2000,
between German American Capital Corporation as seller and GMAC
Commercial Mortgage Securities, Inc. as purchaser.
99.5 Mortgage Loan Purchase Agreement, dated as of August 8, 2000,
between German American Capital Corporation as seller and GMAC
Commercial Mortgage Securities, Inc. as purchaser.
99.6 Supplemental Agreement, dated as of August 8, 2000, between
GMAC Commercial Mortgage Corporation as seller and German
American Capital Corporation as purchaser.
99.7 Mortgage Loan Purchase Agreement, dated as of August 8, 2000,
between Goldman Sachs Mortgage Company as seller and GMAC
Commercial Mortgage Securities, Inc. as purchaser.
99.8 Mortgage Loan Purchase Agreement, dated as of August 8, 2000,
between Goldman Sachs Mortgage Company as seller and GMAC
Commercial Mortgage Securities, Inc. as purchaser.
99.9 Supplemental Agreement, dated as of August 8, 2000, between
GMAC Commercial Mortgage Corporation as seller and Goldman
Sachs Mortgage Company as purchaser.
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99.10 Indemnification Agreement, dated as of August 8, 2000, between
GMAC Commercial Mortgage Corporation and GMAC Commercial
Mortgage Securities, Inc.
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