-----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, GPYkr3wzVdw54UuLG+cfczSZSuqjE1lVpz/cPTy+0o8mjmA3t8aruqiSaRVBauL4 7bsENZg0HVIeoWb9Z+hKTQ== 0001116679-02-000185.txt : 20020414 0001116679-02-000185.hdr.sgml : 20020414 ACCESSION NUMBER: 0001116679-02-000185 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020208 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN MORTGAGE ACCEPTANCE CO 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: 1934 Act SEC FILE NUMBER: 001-14583 FILM NUMBER: 02538340 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 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN MORTGAGE INVESTORS TRUST DATE OF NAME CHANGE: 19931013 8-K 1 amac8k.txt 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): February 8, 2002 AMERICAN MORTGAGE ACCEPTANCE COMPANY ------------------------------------ (Exact name of registrant as specified in charter) Massachusetts 0-23972 13-6972380 - ------------------------------ -------------------------- ---------------------- (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 625 Madison Avenue, New York, New York 10022 --------------------------------------------------- (Address of principal executive offices) (Zip Code) (212) 421-5333 ------------------------------------------------- Registrant's telephone number including area code ------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. Other Events. American Mortgage Acceptance Company (the "Company") and Related AMI Associates, Inc., the advisor of the Company (the "Advisor") are parties to an Amended and Restated Advisory Services Agreement (the "Agreement"), dated March 29, 1993, as amended and restated effective April 6, 1999 and as further amended on November 29, 2001, pursuant to which the Advisor is entitled to receive an annual incentive fee (the "Annual Incentive Fee"). On February 8, 2002, the Company and the Advisor executed a Second Amendment to the Agreement in order to amend the terms of the Annual Incentive Fee, as filed with this Form 8-K as Exhibit 99.1. ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. 99.1 Second Amendment to Amended and Restated Advisory Services Agreement, dated as of February 8, 2002. 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. American Mortgage Acceptance Company Date: February 12, 2002 By: /s/ Stuart J. Boesky ------------------------------ Name: Stuart J. Boesky Title: Chief Executive Officer and President EX-99 3 ex99-1.txt EX. 99.1 AMENDED ADVISORY SERVICES AGREEMENT SECOND AMENDMENT TO AMENDED AND RESTATED ADVISORY SERVICES AGREEMENT THIS SECOND AMENDMENT TO AMENDED AND RESTATED ADVISORY SERVICES AGREEMENT ("Amendment") is made as of the 8th day of February, 2002 by and between American Mortgage Acceptance Company, a Massachusetts business trust (the "Trust") and Related AMI Associates, Inc., a Delaware corporation (the "Advisor"). WHEREAS, the Trust and the Advisor have entered into an Amended and Restated Advisory Services Agreement (the "Agreement"), effective as of April 6, 1999, pursuant to which the Advisor is entitled to receive an annual incentive fee (the "Annual Incentive Fee"), pursuant to Section 12(2) of the Agreement; and WHEREAS, the Trust and the Advisor desire to amend the Agreement in accordance with the terms of this Amendment in order to amend and restate Section 12(2) of the Agreement (the "Amendment"); NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be bound hereby, the Trust and the Advisor agree as follows: 1. Amendment. Section 12(2) of the Agreement is deleted and replaced in its entirety by the following: Annual Incentive Fee. Subject to a minimum annual Distributions being made to Shareholders from CAD of $1.45 per Share, the Advisor shall be entitled to receive incentive compensation for each fiscal year in an amount equal to the product of: (A) 25% of the dollar amount by which (1) (a) Funds From Operations of the Company (before the Annual Incentive Fee) per Share (based on the weighted average number of Shares outstanding), plus (b) gains (or minus losses) from debt restructuring and sales of property per share (based on the weighted average number of Shares outstanding), exceed (2) an amount equal to the greater of: (a) (i) the weighted average of (x) $20 (the price per Share of the initial public offering) and (y) the prices per Share of any secondary offerings by the Company multiplied by (ii) the Ten-Year U.S. Treasury Rate plus 2% per annum; and (b) $1.45 multiplied by (B) the weighted average number of Shares outstanding during such year. 2. No Further Amendments. Except as specifically amended by this Amendment, all of the terms, covenants and conditions of the Agreement shall remain unmodified and in full force and effect and are hereby ratified and confirmed. 3. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of New York, without giving effect to the conflict of laws principles thereof. 4. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. A facsimile, telecopy or other reproduction of this Amendment may be executed by one or more parties hereto, and an executed copy of this Amendment may be delivered by one or more parties hereto by facsimile or similar instantaneous electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes as of the date first written above. At the request of any party hereto, all parties hereto agree to execute an original of this Amendment as well as any facsimile, telecopy or other reproduction hereof. [Signature Page Follows] 2 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above written. AMERICAN MORTGAGE ACCEPTANCE COMPANY By: /s/ Stuart J. Boesky ---------------------------------------- Name: Stuart J. Boesky Title: President and Chief Executive Officer RELATED AMI ASSOCIATES, INC. By: /s/ Alan P. Hirmes ---------------------------------------- Name: Alan P. Hirmes Title: Senior Vice President [Signature Page to Amendment] -----END PRIVACY-ENHANCED MESSAGE-----