8-K

UNITED STATES

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) November 1, 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):

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

o Soliciting 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 of Principal Officers; Election of Directors: Appointment of Principal Officers.

On November 2, 2006, the Board of Trustees (the “Board”) of American Mortgage Acceptance Company (the “Registrant”), announced the following Board changes:

• The appointment of George P. Jahn as a new independent trustee to the Board for the balance of the term of one (1) year expiring on or about the first anniversary of the date of Registrant’s 2007 annual meeting or until a successor is elected. Mr. Jahn recently retired from his position as an associate real estate officer of the New York State Teachers Retirement System ("NYSTERS") after having directed the $4.0 billion mortgage investment program for six years. Prior to joining NYSTERS, Mr. Jahn managed the conduit origination program for Citicorp Securities, Inc. Mr. Jahn has over 40 years of experience in the real estate finance industry.

• The appointment of James L. Duggins as a new non-independent trustee to the Board for the balance of the term of one (1) year expiring on or about the first anniversary of the date of Registrant’s 2007 annual meeting or until a successor is elected. Mr. Duggins is currently the Chief Executive Officer of the Registrant and serves as the Chief Executive Officer of CharterMac's recently acquired subsidiary ARCap Investors, L.L.C., a real estate fund manager specializing in the acquisition, management and servicing of high-yield commercial mortgage-backed securities and high-yield direct real estate loans.

A copy of the press release announcing the foregoing Board changes is attached to this Current Report as Exhibit 99.1 and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 1, 2006, the Board approved the second amendment to the Amended and Restated Bylaws (the “Amendment”) permitting the size of the Board to be increased to up to nine (9) trustees. The Amendment is attached to this Current Report as Exhibit 99.2 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(a). Financial Statements

Not Applicable

(b). Pro Forma Financial Information

Not Applicable

(c). Exhibits

99.1 Press Release dated November 2, 2006, “American Mortgage Acceptance Company Appoints Two New Members to the Board of Trustees.”

99.2 Amendment No. 2 to the Amended and Restated Bylaws of American Mortgage Acceptance Company

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 hereunto duly authorized.

American Mortgage Acceptance Company

(Registrant)

November 6, 2006 By: /s/ Alan P. Hirmes

Name: Alan P. Hirmes

Title: Chief Financial Officer

EX-99

Exhibit 99.1

American Mortgage Acceptance Company

Appoints Two New Members to the Board of Trustees

The Board of Trustees of American Mortgage Acceptance Company ("AMAC" or the "Company") (AMEX:AMC) today announced that James L. Duggins and George P. Jahn were elected to the Board of Trustees of the Company, serving in newly created positions. The terms for both Mr. Duggins, who is AMAC's Chief Executive Officer, and Mr. Jahn, who is an independent trustee, will be until AMAC's 2007 annual meeting of shareholders.

"Larry Duggins and George Jahn both bring tremendous real estate and capital markets experience to AMAC's Board of Trustees, and compliment our existing mix of expertise among our Board members," commented Marc D. Schnitzer, AMAC's Chairman. "We are confident that Larry and George will make meaningful contributions to the future success of AMAC."

In addition to serving as AMAC's Chief Executive Officer, Mr. Duggins serves as the Chief Executive Officer of CharterMac's recently acquired subsidiary ARCap Investors, LLC ("ARCap"), a real estate fund manager specializing in the acquisition, management and servicing of high-yield commercial mortgage-backed securities ("CMBS") and high-yield direct real estate loans. Mr. Duggins co-founded ARCap's predecessor, REMICap, in April 1996. Prior to REMICap, Mr. Duggins served as a Managing Director of the Business Acquisition Group of Banc One Management and Consulting Corporation where he was responsible for negotiating new servicing contracts and for analyzing and acquiring CMBS investments. Mr. Duggins has been involved in various aspects of mortgage finance and commercial banking for nineteen years. He received a Master of Science in Finance, a Master of Business Administration and a Bachelor of Arts in History from Louisiana State University.

Mr. Jahn, recently retired from his position as an associate real estate officer of the New York State Teachers Retirement System ("NYSTERS"), after having directed the $4.0 billion mortgage investment program for six years. Prior to joining NYSTERS, he managed the conduit origination program for Citicorp Securities, Inc. Mr. Jahn has over 40 years of experience in the real estate finance industry. He received a Master of Business Administration and a Bachelor of Arts in History from New York University.

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. AMAC is externally advised by a subsidiary of CharterMac (NYSE:CHC). For more information, please visit our website at http://www.americanmortgageco.com or contact the Investor Relations Department directly at (800) 831-4826.

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.

EX-99

Exhibit 99.2

AMENDMENT NO. 2 TO THE

AMENDED AND RESTATED BYLAWS OF

AMERICAN MORTGAGE ACCEPTANCE COMPANY

This Amendment No. 2 (the “Amendment”) to the Amended and Restated Bylaws (the “Bylaws”) of American Mortgage Acceptance Company, a real estate investment trust (the “Company”), was approved by the Company’s Board of Trustees effective as of August 3, 2006. Capitalized terms used and not otherwise defined herein shall for all purposes of this Amendment have the respective meanings as specified in the Bylaws.

RECITALS

WHEREAS, pursuant to the resolutions adopted on August 3, 2006, the Board of Trustees of the Company resolved to amend the Bylaws to increase the number of trustees to nine (9).

NOW THEREFORE, the Bylaws shall be amended as follows:

1. Amendment.

a.Section 3.1. Section 3.1 is hereby amended and restated in its entirety as follows:

SECTION 3.1. NUMBER, TERM AND QUALIFICATIONS. The number of Trustees shall be as set forth in the Declaration of Trust. Unless otherwise fixed by the Board of Trustees or the Shareholders, the number of Trustees constituting the entire Board of Trustees shall be nine (9). A Trustee shall be an individual at least 21 years of age who is not under legal disability. A Trustee shall not be required to devote his full business time and effort to the Trust. A Trustee shall qualify as such when he has either signed the Declaration of Trust or agreed in writing to be bound by it. No bond shall be required to secure the performance of a Trustee unless the Trustees so provide or as required by law. A Trustee must have at least three (3) years of relevant experience demonstrating the knowledge and experience required to successfully acquire and manage Mortgage Investments. At least one Independent Trustee must have at least three (3) years of relevant real estate experience. Nominations for the election of Trustees may be made by the Board of Trustees or a committee appointed by the Board of Trustees or by any Shareholder entitled to vote in the election of Trustees generally. However, any Shareholder entitled to vote in the election of Trustees generally may nominate one or more persons for election as Trustees at a meeting only if written notice of such Shareholder's intent to make such nomination or nominations has been given, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Trust not later than (i) with respect to an election to be held at an annual meeting of Shareholders, ninety days prior to the anniversary date of the immediately preceding annual meeting, and

(ii) with respect to an election to be held at a special meeting of Shareholders for the election of Trustees, the close of business on the tenth day following the date on which notice of such meeting is first given to Shareholders. Each such notice shall set forth: (a) the name and address of the Shareholder who intends to make the nomination and of the person or persons to be nominated; (b) a representation that the Shareholder is a holder of record of Shares of the Trust entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) a description of all arrangements or understandings between the Shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the Shareholder; (d) such other information regarding each nominee proposed by such Shareholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission, had the nominee been nominated, or intended to be nominated, by the Board of Trustees; and (e) the consent of each nominee to serve as a Trustee of the Trust if so elected. The presiding officer of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure.