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): July 21,
2008
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AMERICAN
MORTGAGE ACCEPTANCE COMPANY
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(Exact
Name of Registrant as Specified in Its
Charter)
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MASSACHUSETTS
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(State
or Other Jurisdiction of
Incorporation)
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0-23972
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13-6972380
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(Commission
File Number)
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(IRS
Employer Identification No.)
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625
Madison Avenue, New York, NY 10022
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(Address
of Principal Executive Offices)
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(Zip
Code)
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212-317-5700
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(Registrant’s
Telephone Number, Including Area
Code)
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last
Report)
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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):
|_| Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|_| Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01 Entry into a
Material Definitive Agreement
On July
21, 2008, American Mortgage Acceptance Company (the “Registrant” or “Company”)
and Centerline Holding Company (“Centerline”), the parent of the Registrant’s
external advisor, Centerline/AMAC Manager Inc. (the “Advisor”), entered into an
amendment (the “Loan Amendment”) to the First Amended and Restated Loan
Agreement, dated September 17, 2007, between Centerline, as lender, and the
Registrant, as borrower, as amended (the “Loan Agreement”). The Loan
Amendment, which is effective as of July 1, 2008, extends the maturity date of
the Loan Agreement from June 30, 2008 to June 30, 2009. The Loan
Agreement contains representations and warranties and affirmative, negative and
financial covenants that are customary for facilities of this type.
On July 23, 2008, the Registrant and
the Advisor entered into an amendment (the “Advisory Amendment”) to the Third
Amended and Restated Advisory Agreement (the “Agreement”), which Advisory
Amendment is effective as of December 31, 2007. The Loan Amendment modifies the
definition of “Company Equity” to exclude unrealized losses resulting from
changes in market values of securities classified as available-for-sale from the
calculation of earnings for purposes of computing fees payable to the
Advisor. In addition, the Advisory Amendment provides that the
Company shall pay the Advisor a fixed expense reimbursement payment for each
fiscal quarter in an amount equal to $400,000 (the “Expense Reimbursement
Payment”) in lieu of payment of itemized expenses. In consideration
of the Expense Reimbursement Payment, the Advisor is to bear all expenses
incurred by it in connection with the performance of its obligations under the
Agreement. The Company is obligated under the Advisory Amendment to
pay the Expense Reimbursement Payment quarterly on each of March 31, June 30,
September 30 and December 31.
The Loan
Amendment and the Advisory Amendment are attached hereto as Exhibit 10.1 and
Exhibit 10.2 and incorporated herein by reference. The foregoing description of
the Loan Amendment and the Advisory Amendment are qualified in their entirety by
reference to the full text of such Amendments.
Item 9.01. Financial
Statements and Exhibits
(a). Financial
Statements
Not
Applicable.
(b). Pro
Forma Financial Information
Not
Applicable.
(c). Exhibits
Exhibit
10.1 Amendment to the First
Amended and Restated Loan Agreement, dated July 21, 2008.
Exhibit
10.2 Amendment to the Third
Amended and Restated Advisory Agreement, dated July 23, 2008.
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.
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American
Mortgage Acceptance Company
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(Registrant)
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By:
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/s/ Donald J. Meyer |
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Name:
Donald J. Meyer
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Title:
Chief Executive Officer
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July 24,
2008