-----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, FW5jk9BY/GoBbB1GM1uaex/Bp21wOuQzzmZeOSAlde9yIEh8kWeKA+8gsJrDK8dy jWi+iFVbsDwgT9zbnCIHAg== 0001047469-99-038925.txt : 19991018 0001047469-99-038925.hdr.sgml : 19991018 ACCESSION NUMBER: 0001047469-99-038925 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991001 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN MORTGAGE INVESTORS TRUST CENTRAL INDEX KEY: 0000878774 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 136972380 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-14583 FILM NUMBER: 99728790 BUSINESS ADDRESS: STREET 1: 625 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124215333 MAIL ADDRESS: STREET 1: 625 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 8-K 1 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 1, 1999 --------------- American Mortgage Acceptance Company -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Massachusetts ---------------------------------------------- (State or other Jurisdiction of Incorporation) 0-23972 13-6972380 ------- ---------- (Commission File Number) (IRS Employer Identification Number) 625 Madison Avenue, New York, NY 10022 --------------------------------------- (Address of Principal Executive Offices) Registrant's telephone number, including area code: (212) 421-5333 -------------- Not Applicable - ------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report ITEM 5. OTHER EVENTS ACQUISITION OF BONDS On September 30, 1999, American Mortgage Acceptance Company (the "Company") acquired "BB+" rated commercial mortgage backed subordinated certificates (the "Bonds") from a Chase Manhattan Bank - First Union National Bank Commercial Mortgage Trust (the "Trust"). The Bonds have a face amount of $50,399,711. The Company purchased the Bonds for a purchase price of $35,622,358 ("Purchase Price"). The Bonds have an annual coupon rate of 6.40% and, based on the Purchase Price, have an estimated weighted average unleveraged yield to maturity of approximately 15%. The Bonds are subordinated securities collateralized by 205 fixed rate loans on 217 properties (the "Properties") of which 35% are multifamily, 25% are retail, 18% are office, 4% are mixed use, 4% are health care and 4% are hospitality. The Properties are located primarily in New York, California, Florida and Pennsylvania. The Bonds have a weighted average term to maturity of approximately 13 years. The Company purchased the Bonds using $16 million in cash and $19.6 million of debt provided through a repurchase facility from Bear, Stearns & Co., Inc., the terms of which are more fully described below. In connection with the acquisition of the Bonds, the Company entered into the following agreements: A. BEAR, STEARNS & CO., INC. REPURCHASE FACILITY The Company has entered into a repurchase facility (the "Facility") with Bear Stearns, & Co., Inc. ("Bear, Stearns") whereby Bear, Stearns advanced $19,568,000 (55% advance on the Purchase Price) in cash towards the purchase of the Bonds. The Facility has an interest rate based on LIBOR and is adjusted on the first day of each month. The Facility terminates on March 17, 2000. The Bonds are pledged as collateral for borrowings under the Facility. The Facility contains restrictions based on the then current market value of the Bonds as calculated by Bear, Stearns. A decline in the market value of the Bonds could result in cash flow from the Bonds being diverted to reduce outstanding borrowings, the requirement to post additional collateral, or the sale of some or all of the Bonds. B. FINANCIAL HEDGE In order to protect against potential changes in the value of the Bonds resulting from changes in interest rates, on September 30, 1999, the Company sold $39,327,000 of United States Treasury Notes. The Company borrowed the securities to be delivered to the buyer from Bear, Stearns. From the sale of the Treasuries, the Company received net proceeds of $39,028,841.49. These proceeds are retained by Bear, Stearns until the Company replaces the borrowed securities, which it is required to do by March 17, 2000, via purchases of similar securities at market prices. C. AGREEMENT WITH ARCAP INVESTORS, L.L.C. The Company entered into an agreement dated as of September 30, 1999 (the "Agreement") with ARCap Investors, L.L.C. ("ARCap"), a privately held investment fund which is managed by an entity controlled by Apollo ARCap, L.L.C. and RemiCap Investments, L.L.C. ARCap acquired from the Trust all of the commercial mortgage backed securities that are subordinate to the Bonds (the "Subordinate Bonds") acquired by the Company. Under the Agreement, the Company has the right to acquire a portion of the Subordinate Bonds from ARCap and to exchange any or all of the Bonds and Subordinate Bonds for a preferred equity interest in ARCap. Furthermore, AMAC has the right to participate on the same terms with ARCap in any subsequent resecuritization by ARCap of the Trust's bond issuance. In connection with such resecuritization, ARCap has the right to cause AMAC to choose between three alternative options: (i) to sell the Bonds to ARCap; (ii) to participate with ARCap in the resecuritization, or (iii) to exchange the Bonds for a preferred equity position in ARCap. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a). FINANCIAL STATEMENTS Not Applicable. (b). PRO FORMA FINANCIAL INFORMATION Not Applicable. (c). EXHIBITS 99.1 October 11, 1999 Press Release "American Mortgage Acceptance Company Announces $36 Million BB+ Rated CMBS Acquisition" SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. American Mortgage Acceptance Company (Registrant) BY: /s/ Stuart J. Boesky -------------------- Stuart J. Boesky President & Chief Operating Officer October 15, 1999 EX-99.1 2 EXHIBIT 99.1 EXHIBIT 99.1 AT THE COMPANY AT THE FINANCIAL RELATIONS BOARD Brenda Abuaf General Info: Paul Henning Director of Shareholder Services Analyst Info: Pamela King (800) 831-4826 Media Info: Judith Sylk-Siegel (212) 661-8030 AMERICAN MORTGAGE ACCEPTANCE COMPANY ANNOUNCES $35.6 MILLION BB+-RATED CMBS ACQUISITION NEW YORK, NY- OCTOBER 11, 1999- American Mortgage Acceptance Company ("AMAC", or the "Company") (AMC/AMEX) announced today that it has acquired approximately $35,622,358 of "BB+" rated commercial mortgage-backed securities ("CMBS") subordinated certificates (the "Bonds") from a Chase Manhattan Bank-First Union National Bank Commercial Mortgage Trust (the "Trust"). The Bonds have an expected term of approximately thirteen years and are secured by 205 mortgages on 217 multifamily, retail, office and other commercial properties located primarily in New York, California, Florida and Pennsylvania. AMAC's investment is part of its overall strategy to align itself with ARCap Investors, L.L.C. ("ARCap") and its management team that has significant experience in CMBS investment and management. ARCap is a privately held real estate finance company which is managed by an entity controlled by Apollo ARCap, L.L.C. and REMICap Investments, L.L.C. ARCap specializes in the acquisition of subordinated CMBS, and previously acquired from the Trust all of the CMBS that are subordinate to the Bonds acquired by AMAC (the "Subordinate Bonds"). Under an agreement entered into with ARCap in connection with the acquisition of the Bonds, AMAC has the right to acquire a portion of the Subordinate Bonds from ARCap and to exchange any or all of the Bonds and Subordinate Bonds for a preferred equity interest in ARCap. Furthermore, AMAC has the right to participate on the same terms with ARCap in any resecuritization by ARCap of the Chase bonds issuance. In connection with such resecuritization, ARCap has the right to cause AMAC to choose between three alternative options: (1) sell the Bonds to ARCap; (2) participate with ARCap in the resecuritization; or (3) exchange the Bonds for a preferred equity position in ARCap. AMAC financed the purchase with $16 million of equity and $19.6 million from a repurchase facility. AMAC put in place a treasury-based hedge to protect against changes in value of the Bonds due to changes in long-term interest rates. The hedge also protects AMAC against potential earnings impact of changes in its financing costs due to short-term interest rate fluctuations. Commenting on the transaction, Stuart J. Boesky, President of AMAC, said "This investment represents a key step in the execution of AMAC's new business plan approved by our investors earlier this year. This transaction, together with the previously announced multifamily venture with Fannie Mae, gives us the platform we need to achieve our earnings goals. In addition, we have established two major relationships with entities which are at the forefront of their respective businesses." Leonard W. Cotton, Chairman of ARCap, commented "We are very pleased that AMAC has chosen to invest with ARCap. Our approaches to investment based on fundamental real estate analysis are very similar, and we look forward to including AMAC in our group of knowledgeable and experienced real estate investors who provide informed advice and guidance to ARCap in the analysis of CMBS and the CMBS market." AMAC began operations as a finite life, closed-end mortgage REIT in March 1993. In April 1999, AMAC became an open-ended, infinite life mortgage REIT and on July 1, 1999 was listed on the AMEX for trading. AMAC's new business plan focuses primarily on three types of mortgage products: 1) origination of participating FHA insured multifamily mortgages, 2) origination of construction and permanent mortgage financing for affordable multifamily housing pursuant to a new venture with Fannie Mae, and 3) acquisition of subordinated interests in CMBS. AMAC is managed by a three-member Board of Trustees, which has delegated daily management to Related AMI Associates, Inc., an affiliate of Related Capital Company, a nationwide fully integrated real estate financial services firm. Since 1972, Related and its affiliates have raised over $4 billion in equity from over 106,000 investors to acquire a portfolio of over 1000 properties, bonds and mortgages with a value, at cost, of approximately $9 billion. CERTAIN ITEMS IN THIS PRESS RELEASE MAY CONSTITUTE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE LITIGATION REFORM ACT OF 1995 AND AS SUCH MAY INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESS OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS, INCLUDING WITHOUT LIMITATION THOSE SET FORTH IN AMAC'S SOLICITATION STATEMENT DATED FEBRUARY 11, 1999. SUCH FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE OF THIS PRESS RELEASE. THE COMPANY EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO RELEASE PUBLICLY ANY UPDATES OR REVISIONS TO ANY FORWARD-LOOKING STATEMENTS CONTAINED HEREIN TO REFLECT ANY CHANGES IN THE COMPANY'S EXPECTATIONS WITH REGARD THERETO OR CHANGE IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH ANY SUCH STATEMENT IS BASED. ### -----END PRIVACY-ENHANCED MESSAGE-----