8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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)          August 3, 2006                                                       

AMERICAN MORTGAGE ACCEPTANCE COMPANY

(Exact Name of Registrant as Specified in Its Charter)

MASSACHUSETTS

(State or Other Jurisdiction of Incorporation)

0-23972	13-6972380
(Commission File Number)	(IRS Employer Identification No.)

625 Madison Avenue
New York, New York	10022
(Address of Principal Executive Offices)	(Zip Code)

(212) 317-5700

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.

On August 3, 2006, the Board of Trustees (the “Board”) of American Mortgage Acceptance Company, a Massachusetts real estate investment trust (the “Company”), approved the following management and Board changes, subject to the closing of the ARCap Sale, as discussed in Item 8.01 below:

• The appointment of James L. Duggins to the position of Chief Executive Officer of the Company. Mr. Duggins is one of the founders of ARCap Investors, L.L.C. (“ARCap”) and currently serves as ARCap’s President. Jeff Blau, the Company’s existing CEO, will resign from that position and will remain a member of the Board;

• The appointment of Daryl J. Carter to the position of President of the Company. Mr. Carter is currently the Chief Executive Officer of CharterMac Mortgage Capital, the mortgage banking subsidiary of CharterMac. Marc D. Schnitzer will resign from his position as President and will become Chairman of the Board; and

• The appointment of Harry Levine as a new independent member to the Board. Mr. Levine is the President and owner of Carodan Corporation, a real estate advisory and development firm. Mr. Levine has over 35 years of experience in the real estate industry.

The Company’s press release announcing the foregoing management changes was issued on August 7, 2006 and is attached to this Current Report on Form 8-K as Exhibit 99.1 (the “Press Release”).

ITEM 8.01 Other Events.

On August 3, 2006, the Board, based upon the recommendation of a special committee comprised solely of its independent trustees, voted in favor of selling the Company’s interests in ARCap to CharterMac as part of a purchase by CharterMac of all of the third party membership interests in ARCap (the “ARCap Sale”). The Press Release contains additional information regarding the ARCap Sale

CharterMac, an affiliated company and parent of the Company’s advisor, CharterMac AMI Associates, Inc., announced its intent to acquire all of the third party membership interests in ARCap, including the Company’s, on June 15, 2006. The total transaction values these third-party membership interests at $210.3 million, which equates to approximately $35.00 per membership unit. If the ARCap Sale closes, the Company is expected to receive total proceeds of approximately $40 million in connection with the transaction, including its share of the purchase price and proceeds from a special distribution to be made by ARCap prior to the closing. In order to comply with REIT distribution rules, the Company expects that a portion of the proceeds from the sale will be used to make a special distribution to common shareholders before the end of 2006, in the range of $1.40 - $1.50 per share, subject to the approval of the Board and to the Company achieving its business goals for the year; however there are no assurances that this will happen. Assuming that the remainder of ARCap’s unit holders approve

the sale and other conditions to closing are satisfied, the ARCap Sale is expected to close on or about August 15, 2006.

AMAC and ARCap Real Estate Special Situations Mortgage Fund, L.L.C. (“ARESS”) will be advised or managed by affiliates of CharterMac when CharterMac completes its proposed acquisition of ARCap. The Board and ARESS’ investors have approved the basic parameters of a participation arrangement proposal (the “Proposal”) that will deal with any conflicts that arise when there is an investment that is suitable for both AMAC and ARESS.

The Proposal is attached to this Current Report on Form 8-K as Exhibit 99.2 and incorporated herein by reference.

This Current Report on Form 8-K, the Press Release and the Proposal, attached as exhibits hereto, contain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and also include a cautionary statement identifying important factors that could cause actual results to differ materially from those anticipated.

ITEM 9.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
		INFORMATION AND EXHIBITS
	a.		Financial Statements
			Not Applicable
	b.		Pro Forma Financial Information
			Not Applicable
	c.		Exhibits

99.1 Press Release dated August 7, 2006, “American Mortgage Acceptance
Company’s Board of Trustees Approves the Sale of ARCap Investment.”

99.2 The Proposal regarding the AMAC/ARESS Participation Arrangement.

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

BY:	/s/ Alan P. Hirmes
	Alan P. Hirmes
	Chief Financial Officer

August 9, 2006

EX-99

EXHIBIT 99.1

AT THE COMPANY

Brenda Abuaf, Corporate Communications

(800) 831-4826

AMERICAN MORTGAGE ACCEPTANCE COMPANY’S BOARD OF TRUSTEES

APPROVES THE SALE OF ARCAP INVESTMENT

NEW YORK, NY –August 7, 2006 - American Mortgage Acceptance Company (“AMAC” or the “Company”) (AMEX: AMC) today announced that based upon the recommendation of a special committee of its independent trustees, the Company’s Board of Trustees has voted in favor of selling AMAC’s interests in ARCap Investors, LLC (“ARCap”) to CharterMac as part of a purchase by CharterMac of all of the third party membership interests in ARCap. CharterMac (NYSE:CHC), the parent company of AMAC's advisor, CharterMac AMI Associates, Inc. (the “Advisor”), announced its intent to acquire all of the third party membership interests in ARCap on June 15, 2006. The total transaction values these third-party membership interests at $210.3 million, which equates to approximately $35.00 per membership unit.

If the acquisition closes, AMAC is expected to receive total proceeds of approximately $40 million in connection with the transaction, including its share of the purchase price and proceeds from a special distribution to be made by ARCap prior to the closing. In order to comply with REIT distribution rules, AMAC expects that a portion of the proceeds from the sale will be used to make a special distribution to common shareholders before the end of 2006, in the range of $1.40 - $1.50 per share, subject to the approval of the Board of Trustees and to AMAC achieving its business goals for the year, however there are no assurances that this will happen.

In addition to approving the sale, AMAC’s Board of Trustees has approved the following management and Board changes, subject to the transaction closing:

• The appointment of J. Larry Duggins to the position of Chief Executive Officer of AMAC. Mr. Duggins is one of the founders of ARCap and currently serves as ARCap’s Chief Executive Officer. Jeff Blau, AMAC’s existing CEO, will resign from that position and will remain a member of our Board of Trustees;

• The appointment of Daryl J. Carter to the position of President of AMAC. Mr. Carter is currently the Chief Executive Officer of CharterMac Mortgage Capital, the mortgage banking subsidiary of CharterMac. Marc D. Schnitzer will resign from his position as President and will become Chairman of the Board of Trustees; and

• The appointment of Harry Levine as a new independent member to our Board of Trustees. Mr. Levine is the President and owner of Carodan Corporation, a real estate advisory and development firm. Mr. Levine has over 35 years of experience in the real estate industry.

Assuming that the remainder of ARCap’s unit holders approve the sale and other conditions to closing are satisfied, the acquisition is expected to close on or about August 15, 2006.

About the Company

AMAC is a real estate investment trust that specializes in multifamily and commercial real estate finance. AMAC originates and acquires first mortgage, mezzanine and bridge loans secured by properties throughout the United

States. For more information, please visit our website at http://www.americanmortgageco.com or contact the Investor Relations Department directly at (800) 831-4826.

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Certain statements in this document may constitute forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties are detailed in AMAC's most recent Annual Report on Form 10-K and in its other filings with the Securities and Exchange Commission and include, among others, risks of investing in uninsured and non-investment grade mortgage assets and subordinated Commercial Mortgage-Backed Securities (“CMBS”); competition in acquiring desirable investments; interest rate fluctuations; risks associated with hedging transactions, which can limit gains and increase exposure to loss; risks associated with investments in real estate generally and the properties which secure many of our investments; general economic conditions, particularly as they affect the value of our assets and the credit status of our borrowers; dependence on our external Advisor for all services necessary for our operations; conflicts which may arise among us and other entities affiliated with our Advisor which have similar investment policies to ours; risks associated with the repurchase agreements we utilize to finance our investments and the availability of financing generally; and risks associated with our contemplated CDO transactions, which include, but are not limited to, the inability to acquire eligible investments for a CDO issuance and the inability to find suitable replacement investments in collateralized debt obligations with reinvestment periods. Such forward-looking statements speak only as of the date of this document. AMAC expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in AMAC's expectations with regard thereto or change in events, conditions, or circumstances on which any such statement is based.

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EX-99

EXHIBIT 99.2

AMAC/ARESS PARTICIPATION ARRANGEMENT

Introduction

American Mortgage Acceptance Company (“AMAC”) and ARCap Real Estate Special Situations Mortgage Fund, L.L.C. (“ARESS”, and together with AMAC, the “Companies”) pursue overlapping real estate finance investment opportunities. Both AMAC and ARESS will be advised or managed by affiliates of CharterMac when CharterMac completes its proposed acquisition of ARCap Investors, L.L.C. (the “Transaction”). The advisor of AMAC (the “Advisor”) and the managing member of ARESS (the “Managing Member”) are each required, subject to certain exceptions, to show investment opportunities to their respective Companies on an exclusive or first-look basis.

In light of the foregoing, AMAC and ARESS propose to enter into an arrangement for participation in investments which meet the investment criteria of each of the Companies, subject to the closing of the Transaction, in order to (a) assist the Advisor and the Managing Member in fulfilling their respective obligations under the exclusivity provisions governing them and align their overlapping investment policies, (b) structure an investment arrangement that will efficiently deploy the resources of both Companies and achieve synergies and (c) provide a policy for dealing with conflicts of interests that may arise.

AMAC and ARESS Investment Goals

Below are summaries of the respective investment goals of AMAC and ARESS which reflect their overlapping investment goals:

AMAC. AMAC invests in a wide range of real estate financing opportunities, including first mortgage loans, B-notes, uninsured mezzanine loans, construction loans, subordinated interests in first mortgage loans and bridge loans. Additionally, AMAC invests in subordinate commercial mortgage backed securities (“CMBS”) and may invest in other real estate assets. AMAC seeks to invest in assets which can generate a return on equity (“ROE”) in accordance with the ROE goals set by its Board of Trustees in consultation with the Advisor and can be held by the Company as either (i) a portfolio investment or (ii) in connection with future on balance sheet securitizations to be sponsored by the Company.

ARESS. ARESS invests in three primary asset classes: (i) bridge loans secured by first mortgages for the refinance of commercial properties with existing loans; (ii) B-notes secured by commercial real estate and (iii) mezzanine loans secured by interests in entities owning commercial real estate. The investment objective of ARESS is to seek high-yield returns through financing in special situations. The Managing Member will seek to provide ARESS’ investors with current cash-on-cash leveraged returns between 8% and 11% and internal rates of return to investors over the life of the fund in excess of 12%.

Exclusivity Provisions

AMAC. Pursuant to Section 6.2 of the Third Amended and Restated Declaration of Trust of AMAC, the Advisor is obligated to present an investment opportunity to AMAC before the Advisor may take advantage of such opportunity for its own account or present or recommend it to others if (i) such opportunity is of a character which could be taken by AMAC, (ii) such opportunity is compatible with AMAC’s investment objectives and policies and (iii) AMAC has the financial resources to take advantage of such opportunity.

ARESS. Pursuant to the ARESS fund documents, neither the Managing Member nor any affiliate of the Managing Member may act as a fund sponsor, consultant, advisor or investor with respect to any business which invests in bridge loans, B-notes or mezzanine loans until such time as 90% of the aggregate capital commitments of the ARESS investors have been deployed by ARESS; although ARCap may solicit subscriptions for future funds to invest in such instruments once 75% of the aggregate capital commitments have been deployed by ARESS.

Participation Arrangement

The Advisor and the Managing Member propose to address the exclusivity provisions and the Companies’ overlapping investment goals by entering into a programmatic arrangement pursuant to which each of the Companies will participate equally in investment opportunities which meet the investment criteria of both Companies. Approval of each investment would still be determined under the governing instruments of each of the Companies, except that approval of the co-investment would be approved on a programmatic basis, i.e. each individual investment on a pari passu basis would not require separate approvals, but rather a blanket approval for co-investment would be granted by the Advisory Board of ARESS and the independent directors of AMAC.

Proposed investments would be reviewed in accordance with the respective investmemt criteria of the Companies. An investment committee consisting of selected members of senior management of both ARCap and CharterMac would ensure that the criteria have been met. In the event a particular investment meets targeted returns and other investment criteria of both Companies, each will make the investment on a 50/50 basis. In the event a particular investment does not support target rates of return or otherwise fails to meet the investment criteria established for a particular Company or a Company is unable to fund a participation due to unavailability of capital, the investment would either be rejected by both investment advisors or the Company for which the investment was suitable would be free to take the entire investment or participate it with a third party.

In the event both Companies agree to participate in an investment a joint participation agreement would be executed and would contain standardized terms. Each Company would be free to leverage its investment in the loan participation with its respective lender or alternatively, a line of credit may be established for both Companies to finance participated loans.

ARCap Servicing Inc. (“ASI”) will be named as the servicer for all loans held by either Company and will only be entitled to receive the compensation set forth in the respective

governing documents of the Companies. Each of ARCap and CharterMac will be entitled to retain their respective management fees.

The preferred exit strategy for participated loans will be a CDO. The Companies may choose to execute either a joint CDO (which they would assuredly do to the extent assets are held jointly) or separate CDO’s. To the extent assets are separately contributed to a CDO (which may include separate classes of assets, e.g. CMBS, whole loans and B-notes or mezzanine loans), the parties contributing such assets would share in CDO proceeds based upon either (a) the market value of the contributed asset or (b) “value added” by the contributed asset (incremental rating/value analysis performed by rating agencies. Advice of one or more investment bankers will be sought in order to ensure fair valuation and asset risk in accordance with market standards.

The combination of the CharterMac and ARCap origination teams should result in a much broader and bigger array of product being available to both Companies. The origination teams will be employed by CharterMac Mortgage Capital and all originators will be eligible to participate in incentive compensation programs established by either of the Companies. The ability to deploy capital into quality investments on the part of both Companies should be enhanced through the combined efforts of both origination teams.

Conflicts Policies

Each of the investment advisors will be required to adhere to the conflicts policies which they have independently developed. AMAC has adopted a conflicts policy to clarify the obligations of its advisor (and the affiliates of its advisor) with regard to investment opportunities that present potential conflicts. The AMAC conflicts policy provides that if the making of an investment appears equally appropriate for AMAC and an affiliate of the advisor, the investment will be allocated to one of such entities on a basis of rotation with the initial order of priority determined by the dates of formation of the entities. The joint participation program with ARESS would constitute an exception to this policy. In the case of ARCap, it has developed a thorough conflicts policy which provides for, among other things, (i) adherence to Pooling and Servicing Agreements governing CMBS investments which are serviced by ASI , (ii) standardization of intercreditor agreements, (iii) reliance upon outside appraisers and (iv) development of independent analysis by loan level servicing and origination personnel. Copies of the conflicts policies of both CharterMac and ARCap are available upon request.