-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S7apKhctPPC2DrKdRMX2LVDS/4LRZW82KWkL/JL/iAghz4H5A3cOXAQem9sub8SH HXY565AXPtyzVHYqFC0c+g== 0001014108-00-000067.txt : 20000504 0001014108-00-000067.hdr.sgml : 20000504 ACCESSION NUMBER: 0001014108-00-000067 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000330 DATE AS OF CHANGE: 20000503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMERCIAL MORTGAGE ACCEPTANCE CORP SERIES 1999-C1 TRUST CENTRAL INDEX KEY: 0001092493 STANDARD INDUSTRIAL CLASSIFICATION: 6189 IRS NUMBER: 522128227 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 333-51817-02 FILM NUMBER: 589346 BUSINESS ADDRESS: STREET 1: TWO WORLD TRADE CNTR STREET 2: BLDG B 21ST FLR CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 2153283480 MAIL ADDRESS: STREET 1: C/O MIDLAND LOAN SERVICES INC STREET 2: 210 W 10TH STREET 6TH FLOOR CITY: KANSAS CITY STATE: MO ZIP: 64105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMERCIAL MORT ACCEPT CORP COM MOR PAS THR CER SE 1999-C1 CENTRAL INDEX KEY: 0001091912 STANDARD INDUSTRIAL CLASSIFICATION: 6189 IRS NUMBER: 522128227 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 333-60749-02 FILM NUMBER: 589347 BUSINESS ADDRESS: STREET 1: 210 WEST 10TH STREET 6TH FLOOR CITY: KANSAS CITY STATE: MO ZIP: 64105 BUSINESS PHONE: 8164355000 MAIL ADDRESS: STREET 1: 210 WEST 10TH STREET STREET 2: 6TH FLOOR CITY: KANSAS CITY STATE: MO ZIP: 64105 10-K405 1 FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 Commission file numbers 333-60749-02 and 333-51817-02 TRUST CREATED BY COMMERCIAL MORTGAGE ACCEPTANCE CORP. (under a Pooling and Servicing Agreement dated as of July 1, 1999 which Trust is the issuer of Commercial Mortgage Pass-Through Certificates, Series 1999-C1) - - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its Charter) New York 52-2128227 - - ------------------------------- ---------------------------- (State or other jurisdiction (I.R.S. Employer incorporation or organization) Identification No.) LaSalle Bank, N.A. 135 S. LaSalle Street, Suite 1625 Chicago, Illinois 60674-4107 Attention: Corporate Trust Department - Asset-Backed Securities Trust Services, CMAC Series 1999-C1 ----------------------------------------------------------- (Address of Principal Executive Office) Registrant's telephone number, including area code: (800) 246-5761 Securities registered pursuant to Section 12(b) of the Act: Not applicable. Securities registered pursuant to Section 12(g) of the Act: Not applicable. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ____ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. (X) Aggregate market value of the voting stock held by non-affiliates of the registrant as of December 31, 1999: Not applicable. Number of shares of common stock outstanding as of December 31, 1999: Not applicable. DOCUMENTS INCORPORATED BY REFERENCE None PART I ITEM 1. BUSINESS The Registrant issued Commercial Mortgage Pass-Through Certificates, Series 1999-C1 (the "Securities") pursuant to a Pooling and Servicing Agreement dated as of July 1, 1999 (the "Cut-off Date") among Commercial Mortgage Acceptance Corp., as Depositor, Midland Loan Services, Inc., as Master Servicer, ORIX Real Estate Capital Markets, LLC, as Special Servicer, LaSalle Bank National Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent. The assets of the Trust consist primarily of a pool of 242 fixed-rate mortgage loans or groups of cross-collateralized and cross-defaulted mortgage loans (the "Mortgage Loans") having an aggregate principal balance as of the Cut-off Date of approximately $733,801,916. The Mortgage Loans are secured by multifamily and commercial properties (each, a "Mortgaged Property"). The Trust was formed on July 1, 1999. Security Holders receive Monthly Reports regarding distributions. Further information with respect to the performance of the Trust is summarized in the Monthly Reports to Security Holders, which are filed on Form 8-K. ITEM 2. PROPERTIES. Information regarding the Mortgaged Properties securing the Mortgage Loans is set forth in the Prospectus Supplement and the Monthly Reports to Security Holders. The Trust will acquire title to real estate only upon default of the mortgagors under the Mortgage Loans. As of February 29, 1999, the Trust Fund did not own any real estate. Therefore, this item is inapplicable. ITEM 3. LEGAL PROCEEDINGS. There are no material pending legal proceedings involving the Trust or, with respect to the Trust or the Mortgage Loans, the Trustee, any custodian, the Servicer or the Depositor, other than ordinary routine litigation incidental to the Trustee's, any custodian's, the Servicer's or the Depositor's duties under the Pooling and Servicing Agreement. PART II ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. No matters were submitted to a vote of Security Holders during the fiscal year covered by this report. ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. (a) The Registrant's Series 1999-C1 Securities represent non-recourse obligations of the Trust, such Trust having assets which consist of the Mortgage Loans. Strictly speaking, Registrant has no "common equity," but for purposes of this Item only, Registrant's Commercial Mortgage Pass-Through Certificates, Series 1999-C1 (the "Securities"), are treated as "common equity." (i) Market Information. There is no established public trading market for Registrant's Securities. Registrant believes the Securities are traded primarily in intra-dealer markets and non-centralized inter-dealer markets. (ii) Holders. The approximate number of registered holders of all classes of Securities as of February 29, 2000 was less than 50. 2 (iii) Dividends. Not applicable. The information regarding dividends required by sub-paragraph (c) of Item 201 of Regulation S-K is inapplicable because the Trust does not pay dividends. However, information about distributions to Security Holders is provided in the Monthly Reports to Security Holders, which are filed on Form 8-K, for each month of the fiscal year in which a distribution to Security Holders was made. (iv) Sales of Unregistered Securities. Classes G, H , J, K, L, M, N, O, P, R-I, R-II, and R-III Certificates were privately offered to qualified institutional buyers and institutional accredited investors by Morgan Stanley & Co. Incorporated as placement agent. The privately placed Certificates were sold to the placement agent at the following prices, expressed as a percentage of the initial principal balances of the Certificates: Class Price to Initial Purchaser G 88.34% H 77.54% J 75.96% K 70.86% L 63.62% M 59.94% N 51.42% O 31.87% P 30.09% The Depositer received no consideration for the transfer of the Class R-I, Class R-II,and Class R-III Certificates. (b) Not applicable. ITEM 6. SELECTED FINANCIAL DATA. Not Applicable. Because of the limited activities of the Trust, information with respect to the performance of the Trust is summarized in the Monthly Reports to Security Holders, which are filed on a monthly basis on Form 8-K. Each Mortgage Loan, and each group of cross-collateralized or cross-defaulted Mortgage Loans, had an aggregate principal balance of less than 10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off Date. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION. Not applicable. The information required by item 303 of Regulation S-K is inapplicable because the Trust does not have management per se, but rather the Trust has a Trustee who causes the preparation of the Monthly Reports to Security Holders. Information concerning the Mortgage Loans and distributions to the Security Holders is contained in the Monthly Reports to Security Holders which are filed on Form 8-K, and in the Annual Statement of Compliance and the Management's Report of Compliance filed under Item 14 of Form 10-K. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Not Applicable. 3 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Not Applicable. Because of the limited activities of the Trust, information with respect to the Trust is summarized in the Monthly Reports to Security Holders, which are filed on Form 8-K. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT. Not applicable. The Trust does not have officers or directors. Therefore, the information requested by items 401 and 405 of Regulation S-K is inapplicable. ITEM 11. EXECUTIVE COMPENSATION. Not applicable. The Trust does not have officers or directors. Therefore, the information requested by item 402 of Regulation S-K is inapplicable. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. (a) Security ownership of certain beneficial owners. Not applicable. Under the Pooling and Servicing Agreement governing the Trust, the holders of the Securities generally do not have the right to vote and are prohibited from taking part in management of the Trust. Therefore, the information requested by item 403(a) of Regulation S-K is inapplicable. (b) Security ownership of management. Not applicable. The Trust does not have any officers or directors. Therefore, the information requested by item 403(b) of Regulation S-K is inapplicable. (c) Changes in control. Not applicable. Because Security Holders do not possess, directly or indirectly, the power to direct or cause the direction of the management and policies of the Trust, other than with respect to certain required consents to amendments to the Pooling and Servicing Agreement and the ability of holders of specified amounts of the Securities to act as a group in the event of the occurrence of certain events which if continuing would constitute events of default under the Pooling and Servicing Agreement, the information requested with respect to item 403(c) of Regulation S-K is inapplicable. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. Not applicable. The Trust does not have officers or directors and under the Pooling and Servicing Agreement governing the Trust, the holders of the Securities generally do not have the right to vote. Therefore, the information requested by items 404 of Regulation S-K is inapplicable. 4 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) The following is a list of documents filed as part of this report: EXHIBITS *4.1 Pooling and Servicing Agreement dated as of July 1, 1999 (hereby incorporated by reference as Exhibit 4.1 to Registrant's Current Report on Form 8-K dated July 27, 1999 and filed August 10, 1999). 99.1 Servicer's Annual Statement as to Compliance for the year ended December 31, 1999. 99.2 Independent Auditor's Report for the year ended December 31, 1999. 99.3 Management's Report of Compliance for the year ended December 31, 1999. ----------------- * Asterisk indicates exhibits incorporated by reference as indi- cated. (b) The following reports on Form 8-K were filed during the last quarter of the period covered by the Report: Current Report on Form 8-K dated October 15, 1999 (filing monthly Statements to Security Holders) Current Report on Form 8-K dated November 15, 1999 (filing monthly Statements to Security Holders) Current Report on Form 8-K dated December 15, 1999 (filing monthly Statements to Security Holders) The following reports on Form 8-K describes an event which occurred, in part, during the last quarter of the period covered by this Report: Current Report on Form 8-K dated January 15,1999 (filing monthly Statements to Security Holders regarding distributions made on January 15, 2000) (c) The exhibits required to be filed by Registrant pursuant to item 601 of Regulation S-K are listed above and in the Exhibit Index that immediately follows the signature page hereof. (d) Not Applicable. The Trust does not have any subsidiaries or affiliates. Therefore, no financial statements are filed with respect to subsidiaries or affiliates. 5 SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(D) BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT No Annual report, proxy statement, form of proxy or other soliciting material has been sent to Security Holders, and the Registrant does not contemplate sending any such materials subsequent to the filing of this report. SIGNATURE Pursuant to the requirement of Section 13 or 15(d) of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MIDLAND LOAN SERVICES, INC., not in its individual capacity but solely as a duly authorized agent of Registrant pursuant to Section 3.20 of the Pooling and Servicing Agreement dated as of July 1, 1999. By: /s/ Lawrence D. Ashley ---------------------------- Name: Lawrence D. Ashley Title: Senior Vice President Date: March 30, 2000 6 EXHIBIT INDEX EXHIBIT DOCUMENT *4.1 Pooling and Servicing Agreement dated as of July 1, 1999 (hereby incorporated by reference as Exhibit 4.1 to Registrant's Current Report on Form 8-K dated July 27,1999 and filed August 10, 1999). 99.1 Servicer's Annual Statement as to Compliance for the year ended December 31, 1999. 99.2 Independent Auditor's Report for the year ended December 31, 1999. 99.3 Management's Report of Compliance for the year ended December 31, 1999. - - -------------------- * Asterisk indicates exhibits incorporated by reference as indicated. 7 EX-99.1 2 SERVICER'S ANNUAL STATEMENT Commercial Mortgage Acceptance Corp., Commercial Mortgage Pass-Through Certificates, Series 1999-C1 Pooling and Servicing Agreement OFFICER'S CERTIFICATE Annual Statement of Compliance Pursuant to the requirements of that certain Pooling and Servicing Agreement governing the referenced Trust (the "PSA"), it is hereby certified that (i) the undersigned has completed a review of the servicer's performance of its obligations under the PSA for the preceding calendar year; (ii) to the best of the undersigned's knowledge on the basis of that review the servicer has fulfilled all of its obligations under the PSA throughout such period in all material respects; (iii) to the best of the undersigned's knowledge, the subservicer, of the servicer under the PSA, if any, has fulfilled its obligations under its sub-servicing agreement in all material respects; and, (iv) no notice has been received from any governmental agency or body which would indicate a challenge or question as to the status of the Trust's qualification as a REMIC under the U.S. Code. /s/ Charles J. Sipple 3/16/00 ------------------------------- Charles J. Sipple Date Executive Vice President EX-99.2 3 INDEPENDENT AUDITOR'S REPORT Report on Management's Assertion on Compliance With the Minimum Servicing Standards Set Forth in the Uniform Single Attestation Program For Mortgage Bankers Report of Independent Accountants The Audit Committee PNC Bank Corp. We have examined management's assertion, included in the accompanying report titled Report of Management, that Midland Loan Services, Inc. (MLS), an indirectly wholly-owned subsidiary of PNC Bank Corp., complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) except for commercial loan and multifamily loan servicing, minimum servicing standards V.4 and VI.1., which the Mortgage Bankers Association of America has interpreted as inapplicable to such servicing during the year ended December 31, 1999. Management is responsible for MLS' compliance with those requirements. Our responsibility is to express an opinion on management's assertions about MLS' compliance based on our examination. Our examination was made in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about MLS' compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on MLS' compliance with specified requirements. In our opinion, management's assertion, that MLS complied with the aforementioned requirements during the year ended December 31, 1999, is fairly stated, in all material respects. /s/ Ernst & Young, LLP January 20, 2000 EX-99.3 4 MANAGEMENT'S REPORT Management's Assertion on Compliance with the Minimum Servicing Standards Set Forth in the Uniform Single Attestation Program for Mortgage Bankers Report of Management We, as members of management of Midland Loan Services, Inc. (MLS), an indirectly wholly-owned subsidiary of PNC Bank Corp. (PNCBC), are responsible for complying with the minimum servicing standards as set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) except for commercial loan and multifamily servicing, minimum servicing standards V.4 and VI.1, which the Mortgage Bankers Association of America has interpreted as inapplicable to such servicing. We are also responsible for establishing and maintaining effective internal control over compliance with these standards. We have performed an evaluation of MLS' compliance with the minimum servicing standards as set forth in the USAP as of December 31, 1999 and for the year then ended. Based on this evaluation, we assert that during the year ended December 31, 1999, MLS complied, in all material respects, with the minimum servicing standards set forth in the USAP. As of and for this same period, PNCBC had in effect a fidelity bond in the amount of $300,000,000 and an errors and omissions policy in the amount of $20,000,000. /s/ C.J. Sipple -------------------------- C.J. Sipple Executive Vice President /s/ Steven W. Smith -------------------------- Steven W. Smith Executive Vice President January 20, 2000 -----END PRIVACY-ENHANCED MESSAGE-----