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As filed with the Securities and Exchange Commission on
September 22, 1994.
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act Of 1933
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CRIIMI MAE Inc.
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(Exact name of Registrant as specified in its charter)
Maryland 52-1622022
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(State of incorporation) (I.R.S. Employer
Identification No.)
11200 Rockville Pike (301) 468-9200
Rockville, Maryland 20852
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(Address, including zip code, and telephone number, including
area code, of Registrant s principal executive offices)
William B. Dockser 11200 Rockville Pike (301) 468-9200
Chairman of the Board Rockville, Maryland 20852
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Morris F. DeFeo, Jr., Esq. 1050 Connecticut Ave., N.W.
Arent Fox Kintner Plotkin & Kahn Washington, DC 20036-5339
Approximate date of commencement of proposed sale to the public:
As soon as practicable on or after the effective date of this
Registration Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box. [X]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title Maximum Maximum
of each class of Amount Offering Aggregate Amount of
Securities to be to be Price Per Offering Registration
Registered Registered Unit(1) Price(1) Fee
---------------- ---------- --------- ----------- ------------
[S] [C] [C] [C] [C]
Common Stock, par
value $.01 per 1,000,000
share......... shares $10.25 $10,250,000 $3,534.48
(1) Estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457(c) of the rules
and regulations under the Securities Act of 1933, as
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amended, and is based on a per share price of $10.25, the
average of the high and low prices of CRIIMI MAE Common
Stock reported on the New York Stock Exchange Composite Tape
on September 19, 1994.
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CRIIMI MAE Inc.
Dividend Reinvestment and Stock Purchase Plan
1,000,000 Common Shares
The Dividend Reinvestment and Stock Purchase Plan (the
"Plan") of CRIIMI MAE Inc. ("CRIIMI MAE") described herein
provides holders of shares of CRIIMI MAE Common Stock, par value
$0.01 per share ("Common Shares"), with a simple and convenient
method of purchasing additional Common Shares at a 2% discount
through the reinvestment of cash dividends and optional cash
payments without paying any service fees, brokerage commissions
or other charges.
Registrar and Transfer Company (the "Agent") is the
administrator of the Plan and acts as agent for stockholders who
enroll in the Plan ("Participants"). As Agent, it will use
dividends on Common Shares held by Participants, as well as
optional cash payments made by Participants, to acquire
additional Common Shares for the accounts of Participants.
Participants in the Plan may have cash dividends on all or a
portion of their Common Shares automatically reinvested.
Participants may terminate their accounts at any time in the
manner provided for in the Plan.
Common Shares purchased under the Plan may be, at CRIIMI
MAE's option, newly issued Common Shares or Common Shares
purchased for Participants in the open market. The price of
Common Shares purchased from CRIIMI MAE with reinvested dividends
will be 98% of the average of the closing sales prices of the
Common Shares as reported on the New York Stock Exchange
Composite Tape on the five trading days prior to the date on
which dividends are paid (the "Pricing Period"), as more fully
described in this Prospectus. The price to Participants of Common
Shares purchased in the open market will be 98% of the average
price of Common Shares purchased for the Plan by the Agent over
the period during which such Common Shares are purchased,
exclusive of taxes and commissions. CRIIMI MAE reserves the
right to modify the pricing or any other provision of the Plan at
any time.
If you are not a member of the Plan, you may join the Plan
by delivering a signed Authorization Form to the Agent. An
Authorization Form can be obtained by request from the Agent or
CRIIMI MAE. Upon receipt of the Authorization Form by the Agent,
your enrollment will be processed and the Agent will send you a
confirmation. Participation in the Plan is strictly voluntary.
At any time, you may terminate your account and withdraw your
Common Shares, subject to the terms outlined in this Prospectus.
Stockholders who do not wish to participate in the Plan, or who
terminate their participation in the Plan, will continue to
receive cash dividends by check as declared and paid.
This Prospectus relates to up to 1,000,000 authorized and
unissued Common Shares registered for purchase under the Plan.
We suggest that you read the Prospectus carefully and retain it
for future reference.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is September 22, 1994.
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AVAILABLE INFORMATION
CRIIMI MAE and its subsidiary, CRI Liquidating REIT, Inc.
("CRI Liquidating"), are subject to the informational
requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith file reports,
proxy statements and other information with the Securities and
Exchange Commission (the "SEC"). Reports, proxy statements and
other information filed by CRIIMI MAE and CRI Liquidating can be
inspected and copied at the SEC's Public Reference Room, 450
Fifth Street, N.W., Washington, D.C. 20549 and the SEC's Regional
Offices at 7 World Trade Center, 13th Floor, New York, New York
10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois
60661; and copies of such material can be obtained from the
Public Reference Section of the SEC, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. In addition,
reports, proxy material and other information concerning CRIIMI
MAE and CRI Liquidating may be inspected at the New York Stock
Exchange ("NYSE"), 20 Broad Street, New York, New York 10005.
This Prospectus constitutes part of a Registration Statement
on Form S-3 (together with all amendments and exhibits, the
"Registration Statement") filed by CRIIMI MAE with the SEC under
the Securities Act of 1933, as amended (the "Securities Act").
This Prospectus does not contain all of the information included
in the Registration Statement, certain parts of which are omitted
in accordance with the rules and regulations of the SEC.
Reference is made to the Registration Statement for further
information with respect to CRIIMI MAE and the Common Shares.
Statements contained in this Prospectus concerning the provisions
or contents of any contract, agreement or any other document
referred to herein are not necessarily complete. With respect to
each such contract, agreement or document filed as an exhibit to
the Registration Statement, reference is made to such exhibit for
a more complete description of the matters involved, and each
such statement shall be deemed qualified in its entirety by such
reference to the copy of the applicable document filed with the
SEC. The Registration Statement including the exhibits and
schedules thereto, may be inspected without charge at the SEC's
principal office at 450 Fifth Street, N.W., Washington, D.C. and
copies of it or any part thereof may be obtained from such
office, upon payment of the fees prescribed by the SEC.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by CRIIMI MAE with
the SEC (File No. 1-10360) are incorporated herein by reference:
1. Annual Report on Form 10-K for the year ended December
31, 1993, as filed with the SEC on February 16, 1994,
and as amended by Amendment on Form 10-K/A, filed with
the SEC on March 11, 1994.
2. Quarterly Report on Form 10-Q for the quarter ended
March 31, 1994, as filed with the SEC on May 16, 1994.
3. Quarterly Report on Form 10-Q for the quarter ended
June 30, 1994, as filed with the SEC on August 9, 1994.
4. Definitive Proxy Statement dated April 6, 1993.
5. Form 8-A, as filed with the SEC on April 8, 1994.
6. Form 8-A, as filed with the SEC on October 16, 1989.
7. Form 8-B, as filed with the SEC on October 27, 1993.
All documents filed by CRIIMI MAE pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Prospectus and prior to the termination of the offering of
the Common Shares offered hereby shall be deemed to be
incorporated by reference in this Prospectus from the date of
filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
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CRIIMI MAE will provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus
has been delivered, on the written or oral request of any such
person, a copy of any or all of the documents referred to above
which have been or may be incorporated in this Prospectus by
reference, other than exhibits to such documents, unless such
exhibits are specifically incorporated by reference. Requests
for such copies should be directed to: CRIIMI MAE Inc., Investor
Services, The CRI Building, 11200 Rockville Pike, Rockville,
Maryland 20852, or telephone (301) 468-9200 or toll-free (800)
678-1116.
CRIIMI MAE
CRIIMI MAE, an infinite-life, actively managed real estate
investment trust ("REIT"), is the largest multifamily mortgage
REIT. CRIIMI MAE invests selectively, focusing primarily on
high-quality multifamily mortgage investments, including
government insured or guaranteed mortgage investments secured by
multifamily housing complexes located throughout the United
States ("Government Insured Multifamily Mortgages") and
government-insured or guaranteed multifamily construction loans.
CRIIMI MAE's principal objectives are to provide stable or
growing quarterly cash distributions to its stockholders while
preserving and protecting its capital. CRIIMI MAE has sought to
achieve these objectives by investing primarily in Government
Insured Multifamily Mortgages using a combination of debt and
equity financing.
CRIIMI MAE has invested primarily in two types of Government
Insured Multifamily Mortgages: loans insured by the Federal
Housing Administration (the "FHA") pursuant to provisions of the
National Housing Act, which are first or second liens on
residential apartment, nursing home or townhouse complexes
("FHA-Insured Loans"); and mortgage-backed securities which are
guaranteed by the Government National Mortgage Association
("GNMA") as to the monthly payment of the outstanding principal
of, and interest on, the underlying multifamily mortgages ("GNMA
Securities"). In addition to investing in FHA-Insured Loans and
GNMA Securities, CRIIMI MAE's investment policies also permit
CRIIMI MAE to invest in Government Insured Multifamily Mortgages
which are not FHA-insured or GNMA-guaranteed ("Other Insured
Mortgages") and in certain other multifamily mortgage investments
which are not federally insured or guaranteed ("Other Multifamily
Mortgages"). CRIIMI MAE also invests in securitized pools of
mortgage investments primarily consisting of Other Multifamily
Mortgages. CRIIMI MAE is actively exploring other opportunities
to sponsor and/or participate in other such securitized mortgage
pools to further enhance potential returns to CRIIMI MAE's
stockholders.
In addition to its portfolio of Government Insured
Multifamily Mortgages and other assets, CRIIMI MAE also owns
approximately 57% of the issued and outstanding common stock of
CRI Liquidating, a finite-life, self-liquidating REIT which owns
Government Insured Multifamily Mortgages.
CRIIMI MAE's portfolio and day-to-day operations are managed
by an affiliate of C.R.I., Inc. ("CRI"), an international real
estate investment firm which is currently ranked as the sixth
largest real estate asset manager in the United States. In its
20 years as an investor in, and manager of, debt and equity
investments in multifamily properties, CRI has used its expertise
to assemble one of the largest multifamily portfolios in the
United States.
DESCRIPTION OF THE PLAN
Set forth below, in question and answer format, is a
description of the Plan. Those holders of Common Shares who do
not participate in the Plan will receive cash dividends, as
declared and paid, by check as usual.
PARTICIPATION
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1. Who is eligible to enroll in the Plan?
Any stockholder with Common Shares registered in his or her
name on the records of our Agent, Registrar and Transfer
Company (the "Agent"), may enroll in the Plan. If a
stockholder has Common Shares registered in the name of
someone else (for example, with a bank, broker or trustee),
the holder may be able to arrange for that entity to
participate in the Plan. Stockholders should consult
directly with the entity holding their Common Shares to
determine if they can enroll in the Plan. If not, the
stockholder should request his or her bank, broker or
trustee to have some or all of the Common Shares registered
in the stockholder's own name in order to participate
directly.
Stockholders who are citizens or residents of a country
other than the United States, its territories and
possessions should make certain that their participation
does not violate local laws governing taxes, currency and
exchange controls, stock registration, foreign investments
and related matters.
2. How does an eligible stockholder participate?
To enroll in the Plan, an eligible stockholder must sign the
Authorization Form and mail it to the Agent. If the Common
Shares are registered in more than one name (such as joint
tenants, trustees, etc.), all registered holders must sign.
You may obtain an Authorization Form at any time by
contacting the Agent at the following address:
Registrar and Transfer Company
Attention: CRIIMI MAE Dividend
Reinvestment Plan
10 Commerce Drive
Cranford, New Jersey 07016
If Common Shares are registered in the name of a broker,
bank or nominee (i.e. "street name") on behalf of a
beneficial owner (the "Beneficial Owner"), the Beneficial
Owner may participate in the Plan either:
o by having the Common Shares registered directly in the
name of the Beneficial Owner and signing and returning
an Authorization Form to the Agent or
o by making appropriate arrangements for the beneficial
owner's broker, bank or nominee to participate in the
Plan.
3. What does the Authorization Form provide?
The Authorization Form provides for the purchase of
additional Common Shares through the following investment
options:
(a) Full Dividend Reinvestment--directs the Agent to invest
the Participant's cash dividends on all of the Common
Shares then or subsequently registered in the
Participant's name in accordance with the Plan.
(b) Partial Dividend Reinvestment--directs the Agent to
invest in accordance with the Plan, the cash dividends
only on that number of Common Shares registered in the
Participant's name which are designated in the
appropriate space on the Authorization Form. However,
all cash dividends paid on Common Shares held in the
Plan will be reinvested in additional Common Shares.
(c) Optional Cash Payments--may also be made in conjunction
with full or partial reinvestment of dividends.
4. When may an eligible stockholder join the Plan?
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An eligible stockholder may join the Plan at any time.
Participation will begin with the first cash dividend after
the Authorization Form, designating the reinvestment of
dividends and any optional cash payments, is received by the
Agent, provided there is sufficient time for processing
prior to the record date for that dividend. CRIIMI MAE's
dividends are expected to be paid on the last business day
of each quarter ended March 31, June 30, September 30 and
December 31. The dividend record date normally occurs on
the day which is approximately ten days before the payment
date.
REINVESTMENT
5. When will dividends be reinvested toward the purchase of
additional Common Shares?
Dividends on Common Shares are expected to be paid on the
last business day of each quarter ended March 31, June 30,
September 30 and December 31. The reinvestment of dividends
will generally begin on the dividend payment date and will
normally extend over a period of two to five business days
in the case of open market purchases. Newly issued Common
Shares will be purchased on the dividend payment date.
6. How and when can a Participant change the number of Common
Shares on which dividends are to be reinvested?
A Participant may change the dividend reinvestment option at
any time by submitting a newly executed Authorization Form
to the Agent or by writing to the Agent. A form may be
obtained by contacting the Agent or CRIIMI MAE. Any change
in the number of Common Shares with respect to which the
Agent is authorized to reinvest dividends must be received
by the Agent prior to the record date for a dividend to
permit the new number to apply to that dividend payment.
SHARE PURCHASES
7. What is the source of Common Shares to be purchased under
the Plan?
Common Shares purchased under the Plan will be, at CRIIMI
MAE's discretion, either newly issued Common Shares or
Common Shares purchased in the open market, or a combination
of the foregoing. Newly issued Common Shares will be
purchased by the Agent directly from CRIIMI MAE. Common
Shares purchased in the open market will be purchased by the
Agent on the NYSE or any securities exchange where Common
Shares are then traded, in the over-the-counter market, or
in negotiated transactions, and may be subject to such terms
with respect to price, delivery and other matters as to
which CRIIMI MAE and the Agent may agree.
8. When will Common Shares be purchased?
Common Shares will be purchased by the Agent in the open
market, generally beginning on a dividend payment date and
usually extending over two to five business days. Newly
issued Common Shares will be purchased on the dividend
payment date.
9. What is the price of Common Shares purchased under the Plan?
If Common Shares are purchased from CRIIMI MAE, the price of
such Common Shares will be 98% of the average of the daily
closing sales prices of Common Shares reported on the NYSE
Composite Tape on the five trading days prior to the
applicable dividend payment date (the "Pricing Period"). If
there is no trading reported in the Common Shares on the
NYSE Composite Tape on such dates, the purchase price per
Common Share shall be determined by CRIIMI MAE on the basis
of such market quotations or other means as it shall deem
appropriate, provided, however, that under no circumstances
will the purchase price per Common Share be less than the
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per share par value of the Common Shares (which is currently
$.01 per share). No participant shall have any authority or
power to direct the time at which Common Shares may be
purchased. If Common Shares are purchased on the open
market, the price of such Common Shares will be 98% of the
average price of all Common Shares purchased for the Plan
over the period of days such purchases are made in the open
market with net proceeds of the dividends then being
invested. No participant shall have any authority or power
to direct the time at which Common Shares may be purchased.
10. How many Common Shares will be purchased for Participants?
The number of Common Shares to be purchased for a
Participant will depend on the net amount of the
Participant's dividend and any optional cash payments, and
the price of the Common Shares. Each Participant's account
will be credited with the number of Common Shares, including
fractions calculated to four decimal places, equal to the
total of a Participant's funds available for investment,
divided by the purchase price of the Common Shares.
OPTIONAL CASH PAYMENTS
11. How may optional cash payments be made?
An optional cash payment may be made each quarter by a
Participant whose Common Shares are registered directly in
the Participant's name by enclosing a check or money order
payable to "Registrar and Transfer Company" together with
the Optional Cash Payment Form attached to a Plan statement
of account and mailing them to the Agent. An optional cash
payment may also be made each quarter by a broker, bank or
nominee acting on behalf of a Beneficial Owner. The
deadline for receiving optional cash payments from
Participants acting on their own behalf or on behalf of a
Beneficial Owner is no later than ten days prior to a
dividend payment date. Optional cash payments received more
than thirty days or less than ten days prior to a dividend
payment date will be returned without interest to the
Participant. No interest will be paid on any funds received
by the Agent pending investment under the Plan.
12. What are the limitations on making optional cash payments?
A Participant is under no obligation to make any optional
cash payment. If a Participant has elected to make optional
cash payments, any optional cash payment must not be less
than $100.00 (the "Minimum Investment") nor more than $5,000
(the "Maximum Investment") on any dividend payment date for
any Participant or any Beneficial Owner on whose behalf a
Participant may be investing. If a Participant or
Beneficial Owner holds more than one Plan account under the
same social security or tax identification number, optional
cash payments from that Participant or Beneficial Owner
shall be aggregated and subject to the Maximum Investment.
CRIIMI MAE reserves the right to change the Minimum
Investment and the Maximum Investment or to eliminate
optional cash payments entirely upon giving Participants not
less than 10 days' prior written notice.
13. What are the Threshold Price provisions?
CRIIMI MAE reserves the right, at any time before the
commencement of the Pricing Period with respect to any
dividend payment date, to establish a minimum price for the
investment of optional cash payments in newly issued Common
Shares (the "Threshold Price") on such dividend payment
date, subject to the following provisions:
o The Threshold Price will be established in CRIIMI MAE's
sole discretion after a review of current market
conditions and other factors.
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o A Participant may determine whether a Threshold Price
has been established and its amount by telephoning
CRIIMI MAE at (301) 468-9200 and requesting "CRIIMI MAE
Investor Services."
o During the Pricing Period, if the daily closing sales
price of Common Shares reported on the NYSE Composite
Tape on a trading day (a "Daily Investment Price") is
less than the Threshold Price, such Daily Investment
Price will be excluded from the Pricing Period for the
purposes of calculating the investment price for
optional cash payments.
o If the Threshold Price is greater than each Daily
Investment Price during a Pricing Period for a
particular dividend payment date, optional cash
payments will not be invested and optional cash
payments will be returned to the Participants promptly
following the dividend payment date, without interest,
unless CRIIMI MAE decides to invest optional cash
payments by purchasing Common Shares in the open
market.
o If a Threshold Price is established, the price at which
newly issued Common Shares are purchased using optional
cash payments may be higher than the price at which
newly issued Common Shares are purchased using
reinvested dividends on Common Shares.
Notwithstanding any determination by CRIIMI MAE to establish
a Threshold Price, CRIIMI MAE reserves the right, in its
discretion, at all times to invest optional cash payments in
newly issued Common Shares and/or Common Shares purchased on
the open market. CRIIMI MAE is under no obligation to
invest optional cash payments in Common Shares purchased on
the open market. However, if CRIIMI MAE elects to reinvest
cash dividends in connection with a dividend payment date by
purchasing Common Shares in the open market, then CRIIMI MAE
also currently intends to invest any optional cash payments
received by CRIIMI MAE with respect to such dividend payment
date by purchasing Common Shares in the open market.
COSTS
14. What costs are associated with investments in the Plan?
No fees are associated with any purchases under the Plan.
All costs of administration of the Plan and all fees,
commissions and expenses incurred in connection with any
open market purchases made pursuant to the Plan will be paid
by CRIIMI MAE.
DIVIDENDS
15. Will Participants be credited with dividends on Common
Shares held in their accounts under the Plan?
Yes. As the record holder for the Common Shares held in
Participants' accounts under the Plan, the Agent will
receive dividends (less any applicable tax withholding
requirements imposed on CRIIMI MAE) for all Common Shares
held in the Plan on the applicable record date, will credit
such dividends to Participants' accounts on the basis of
Common Shares held in these accounts, and will automatically
reinvest all of such dividends in additional Common Shares
or pay such dividends in cash, according to the directions
in each Participant's Authorization Form.
ISSUANCE OF STOCK CERTIFICATES
16. Will stock certificates be issued for Common Shares
purchased?
Stock certificates will not be issued unless a written
request therefor is made to the Agent. All Common Shares
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that are purchased by Participants through the reinvestment
of dividends and any optional cash payments are held in the
name of the Agent or its nominee, and the Common Shares are
added to the Participants' balances in the Plan. The number
of Common Shares which you hold in the Plan will be shown on
your Plan statement of account. This service protects
against loss, theft or destruction of stock certificates.
17. How does a Participant request a stock certificate issuance?
By contacting the Agent in writing, you may request, without
charge, a stock certificate for any or all of the whole
Common Shares held for you in the Plan. Unless otherwise
notified in writing, the Agent will continue to reinvest
cash dividends payable on such Common Shares pursuant to the
Plan. Certificates for fractional Common Shares will not be
issued under any circumstances.
TERMINATION OF PLAN PARTICIPATION
18. How do I terminate my participation in the Plan?
In order to terminate participation in the Plan a
Participant must notify the Agent in writing. After receipt
of such notice, cash dividends will be sent to the
stockholder. If a Participant disposes of all Common Shares
registered in the Participant's name on the stockholder
records of CRIIMI MAE without terminating participation in
the Plan, the Agent may, in its discretion, (i) terminate
the Participant's further participation in the Plan by
distributing certificates representing the whole Common
Shares in a Participant's account and making payment by
check for any fractional Common Shares and uninvested funds
held in the Participant's account, or (ii) continue to
reinvest such Participant's cash dividends until otherwise
notified in writing.
19. When will a termination notice be effective?
A termination notice will be effective upon receipt by the
Agent, providing such notice is received on or before the
record date for a dividend.
20. How are Common Shares distributed upon termination?
Upon termination, a certificate for all whole Common Shares
held by a Participant under the Plan will be issued. Any
fractional Common Shares held in the Plan at the time of
termination will be converted to cash and the Participant
will receive a check for the net proceeds.
TAX CONSEQUENCES
21. What are the income tax consequences of participation in the
Plan?
The reinvestment of dividends does not relieve the
Participant of any income tax which may be payable on such
dividends.
Dividends paid with respect to Common Shares which a
Participant reinvests in Common Shares will be treated for
federal income tax purposes as having been received by the
Participant in the form of a taxable stock dividend.
Accordingly, an amount equal to the fair market value on the
date of purchase of Common Shares acquired with reinvested
dividends will be treated as a dividend to the extent that
CRIIMI MAE has current or accumulated earnings and profits
for federal income tax purposes. Participants having made
optional cash payments will be deemed to have received a
dividend for federal income tax purposes equal to the excess
of the fair market value of the Common Shares purchased with
optional cash payments over the amount of such optional cash
payment. Dividends in excess of current and accumulated
earnings and profits, if any, would not be taxable to a
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Participant to the extent that such dividends do not exceed
the adjusted basis of the Participant's Common Shares. To
the extent such dividends exceed the adjusted basis of a
Participant's Common Shares, they would be included in
income as capital gain. In addition, in the event that
CRIIMI MAE designates a part or all of the amount so
distributed as a capital gain dividend, such amount would be
treated by the Participant as long-term capital gain.
Participants' statements of account will show the fair
market value on the date of purchase of the Common Shares
purchased with reinvested dividends, and a Form 1099-DIV
mailed to Participants at year-end will show total income
and the amount of any capital gain dividend.
The Internal Revenue Service has ruled in private letter
rulings that brokerage commissions paid by a corporation on
behalf of participants in a dividend reinvestment plan
(i.e., in the case of open market purchases of Common
Shares) were to be treated as constructive dividends to the
participants. Such constructive dividends were subject to
income tax in the same manner as dividends and were
includable in the participants' cost basis of the Common
Shares purchased. Accordingly, if CRIIMI MAE pays brokerage
commissions with respect to any open market purchases made
by the Agent, CRIIMI MAE intends to take the position that
Participants will have received their proportionate amount
of such commissions as additional dividends. In addition,
consistent with the foregoing, CRIIMI MAE intends to reflect
the 2% discount for purchases of Common Shares under the
Plan as constructive dividends to Participants. The
information return sent by the Agent to you and the Internal
Revenue Service at the end of the year will show the amount
of such dividends paid to you. While the matter is not free
from doubt, CRIIMI MAE intends to take the position that
administrative expenses of the Plan paid by CRIIMI MAE are
not constructive dividends to Participants.
The tax basis of Common Shares acquired for a Participant
under the Plan by reinvestment of dividends will be equal to
the fair market value of the Common Shares on the applicable
date of purchase, plus the Participant's share of brokerage
commissions, if any. The holding period of Common Shares
acquired under the Plan will begin on the day following the
date as of which the Common Shares were purchased for the
Participant's account.
The following example may be helpful to illustrate the
federal income tax consequences of the reinvestment of cash
dividends under the Plan:
Cash dividends reinvested $100.00
Assumed current fair market
value per Common Share* $ 10.50
Less 2.0% discount $ 0.21
Net purchase price per Common
Share $ 10.29
Number of Common Shares purhcased
($100.00/$10.29) 9.7182
Total taxable dividends resulting
from the transactions
($10.50 x 9.7182)** $102.04
------------------
* This price represents a hypothetical price
paid for Common Shares pursuant to purchases
under the Plan, is assumed for illustrative
purposes only, and will vary with the market
price of the Common Shares.
** If a Participant had made an optional cash
<PAGE>
<PAGE>12
payment of $100, the taxable dividends
resulting from the transaction would have been
$2.04 which represents the Plan's 2% discount
feature.
<PAGE>
<PAGE>13
A Participant in the Plan will not realize any taxable
income when the Participant receives certificates for Common
Shares credited to the Participant's account, either upon
the Participant's request for such certificates or upon
withdrawal from or termination of the Plan. However, a
Participant will recognize gain or loss when Common Shares
acquired under the Plan are sold or exchanged or when
Participants receive cash for fractional shares. The amount
of such gain or loss will be the difference between the
amount received in such sale or exchange for the
Participant's Common Shares and the tax basis thereof.
The Internal Revenue Service has ruled in connection with
similar plans that a dividend reinvestment plan will not
adversely affect the qualification of a REIT. In addition,
REITs should be able to include amounts deemed distributed
as dividends under such a plan for purposes of its
dividends-paid deduction.
The foregoing summary of certain federal income tax
considerations regarding the Plan is based on current law,
is for general information only and is not tax advice. This
discussion does not purport to deal with all aspects of
taxation that may be relevant to particular investors in
light of their personal investment circumstances, or certain
types of investors (including insurance companies, tax-
exempt organizations, financial institutions or broker-
dealers, foreign corporations and persons who are not
citizens or residents of the United States) subject to
special treatment under the federal income tax laws. Those
considering participation in the Plan are urged to consult
with their own tax advisors regarding the specific tax
consequences (including the federal, state, local and
foreign tax consequences) that may result from their
participation in the Plan and of potential changes in
applicable tax laws.
The income tax consequences for Participants who do not
reside in the United States may vary from jurisdiction to
jurisdiction.
22. How are federal income tax withholding provisions applied to
stockholders who participate in the Plan?
If you fail to provide certain federal income tax
certifications in the manner required by law, dividends on
and proceeds from the sale of any Common Shares held for
your account are subject to federal income tax withholding,
currently at the rate of 31%. Certain stockholders
(including most corporations) are, however, exempt from the
above withholding requirements, provided that certain
certifications are made.
If you are a foreign stockholder whose dividends are subject
to United States income tax withholding at the current 30%
rate (or lower treaty rate), the appropriate amount will be
withheld and the balance will be used to purchase additional
Common Shares.
PLAN ADMINISTRATION
23. How will the Plan be administered?
The Agent, Registrar and Transfer Company, or a successor
selected by CRIIMI MAE, will administer the Plan for
Participants, keep records, send statements of account to
Participants, answer Participants' questions and perform
other duties related to the Plan. As soon as practicable
after each purchase, a statement of account will be mailed
to you by the Agent. These statements are your continuing
record of current activity and should be retained for tax
purposes. In addition, each Participant will receive all
communications sent to other stockholders, including any
annual and quarterly reports to stockholders, proxy
statements and dividend income information for tax reporting
<PAGE>
<PAGE>14
purposes. Participants should be aware that it is important
to retain all statements received as there could be a fee
incurred when requesting the Agent to supply past history.
24. What are the responsibilities of the Agent and CRIIMI MAE
under the Plan?
In administering the Plan, neither the Agent, CRIIMI MAE nor
any agent for either will be liable for any act done in good
faith or for any good faith omission to act, including,
without limitation, any claim of liability arising out of
failure to terminate a Participant's account upon such
Participant's death, the prices at which Common Shares are
purchased for the Participant's account, the times when
purchases are made or fluctuations in the market value of
the Common Shares. Neither the Agent, CRIIMI MAE nor any
agent for either shall have any duties, responsibilities or
liabilities except such as are expressly set forth in the
Plan.
ADDITIONAL INFORMATION
25. Can Common Shares held in the Plan be pledged, assigned or
sold?
Common Shares held in the Plan may not be pledged, assigned
or sold, and any such purported pledge, assignment or sale
shall be void. If you wish to pledge, assign or sell such
Common Shares, you must request that a stock certificate for
such Common Shares be issued in your name. Stock
certificates for fractional Common Shares will not be issued
under any circumstances.
26. How will your Common Shares held by the Agent be voted at
stockholders' meetings?
Common Shares held for you by the Agent will be voted as you
direct. Each Participant will receive a proxy voting card
for the total of their whole Common Shares, including Common
Shares that the Participant holds in the Plan. If no
instructions are received, the Common Shares will not be
voted.
27. What happens if CRIIMI MAE has a Common Share rights
offering, issues a Common Share dividend or declares a
Common Share split?
Any stock dividend or split made by CRIIMI MAE will be
credited to Plan accounts based on the number of Common
Shares (including fractional share interests to the extent
practicable) held in such accounts on the record date for
such dividend or split. In the event CRIIMI MAE makes
available rights or warrants to purchase additional Common
Shares or other securities, such rights or warrants will be
made available to Participants based on the number of Common
Shares (including fractional share interests to the extent
practicable) held in their accounts on the record date
established for determining the stockholders entitled to
such rights or warrants.
28. What happens if reinvestment of a Participant's dividends
would cause the Participant or any other person to exceed
the Ownership Limit set forth in CRIIMI MAE's Articles of
Incorporation, or otherwise violate CRIIMI MAE's Articles of
Incorporation?
CRIIMI MAE's Articles of Incorporation, as amended
("Articles"), place certain restrictions upon the ownership,
directly or constructively, of the Common Shares, including
the limitation of ownership of the Common Shares by any one
person or persons acting as a group (defined to include
partnerships, corporations, trusts and other entities) to
9.8% of the outstanding Common Shares (the "Ownership
Limit"), subject to certain exceptions. To the extent any
reinvestment of dividends elected by a stockholder would
<PAGE>
<PAGE>15
cause such stockholder or any other person to exceed the
Ownership Limit or otherwise violate CRIIMI MAE's Articles,
such reinvestment will be void ab initio, and such
stockholder will be entitled only to receive cash dividends
(without interest) in lieu of such reinvestment.
29. May the Plan be changed or discontinued?
CRIIMI MAE reserves the right to amend, modify, or terminate
the Plan, provided that at least ten days' prior written
notice is sent to Participants, but such action shall have
no retroactive effect that would prejudice the interests of
the Participants. In the event of termination, certificates
for whole Common Shares held by each Participant in the Plan
will be delivered to such Participant together with a check
for the net proceeds of the value of any fractional Common
Shares.
30. What law governs the Plan?
The terms and conditions of the Plan and its operation shall
be governed by the internal laws of the State of Maryland.
31. How is the Plan to be interpreted?
Any question of interpretation arising under the Plan will
be determined by CRIIMI MAE, and any such determination will
be final.
USE OF PROCEEDS
CRIIMI MAE intends to use the net proceeds from the sale of
the Common Shares offered pursuant to the Plan (i) to acquire
mortgage investments, including Government Insured Multifamily
Mortgages, Other Insured Mortgages and other Multifamily
Mortgages, (ii) to sponsor and/or participate in securitized
mortgage programs, (iii) to make other investments and/or
acquisitions relating to CRIIMI MAE's mortgage business and/or
(iv) for other general corporate purposes, including working
capital.
LEGAL MATTERS
Certain legal matters will be passed upon for CRIIMI MAE by
Arent Fox Kintner Plotkin & Kahn, Washington, D.C.
EXPERTS
The financial statements and schedules included in CRIIMI
MAE's Annual Report on Form 10-K, as amended, incorporated herein
by reference, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in its reports with
respect thereto, and have been incorporated by reference herein
in reliance upon the authority of said firm as experts in
accounting and auditing.
<PAGE>
<PAGE>16
Appendix A
Terms And Conditions Of Dividend
Reinvestment And Stock Purchase Plan
The Dividend Reinvestment and Stock Purchase Plan (the
"Plan") is designed to enable CRIIMI MAE stockholders to reinvest
the cash dividends which they receive on CRIIMI MAE Common Shares
in additional Common Shares. Registrar and Transfer Company (the
"Agent") will be the Agent for the Plan. The following describes
certain terms of the Plan. For more information concerning the
Plan, including certain other terms and conditions, please refer
to the Prospectus to which this Appendix is attached.
The Agent will use any cash dividends payable to each
stockholder participating in the Plan (the "Participants"), as
well as any optional cash payments made by Participants, to
purchase additional Common Shares for the accounts of
Participants as described in the Prospectus. Common Shares
purchased under the Plan may be, at CRIIMI MAE's option, newly
issued Common Shares or Common Shares purchased for Participants
in the open market. Any brokerage commissions to be paid in
connection with the Plan's purchase of Common Shares in the open
market will be paid by CRIIMI MAE. Cash dividends reinvested
on behalf of a Participant will be subject to the same federal
and state income tax treatment as if such cash dividends had been
made directly to such Participant without reinvestment. Promptly
following each dividend payment date, all cash dividends will be
invested in Common Shares by the Agent.
The Participant's interest in Common Shares will be held in
book form for each Participant and actual certificates will not
be issued for Common Shares credited to an account, unless a
Participant makes a written request therefor to the Agent.
Participants will be credited with a pro rata interest in the
Common Shares held by the Plan, with fractional interests in
Common Shares calculated to four decimal places.
A Participant will be able to terminate participation in the
Plan at any time without penalty by delivering written notice to
the Agent on or before the record date for a particular cash
dividend in order to be effective for that dividend. Upon
termination of the Plan, or upon termination of an individual
Participant's involvement in the Plan, the Agent will send to
each such Participant (i) certificates evidencing the
Participant's whole Common Shares held in the Plan, and (ii) a
check for (A) the value of any fractional Common Share interests
held in the Plan based on the then current market price of Common
Shares plus (B) any funds in the account of such Participant
which have not been invested in Common Shares. Market price with
respect to such fractional Common Shares will be determined on
the day following the date on which a Participant's individual
termination notice is received by the Agent, or on which the
entire Plan is terminated, as the case may be, as follows: the
last sales price on that day (regular way settlement), or if no
sales take place on such day, the average of the closing bid and
asked prices (regular way settlement) as quoted on the principal
United States market for the Common Shares or, if no quote is
available on any such market, then the average price in privately
negotiated transactions known to the Agent. If none of the above
are available on such date, then the price shall be determined on
the next succeeding day on which any of the above are available.
If a Participant disposes of all Common Shares registered on
the books of CRIIMI MAE in his name, then following written
notice by CRIIMI MAE or the Participant to the Agent regarding
such disposition, the Agent will, based upon such written notice,
dispose of the Participant's interest in the Plan in accordance
with instructions therefor included in such notice. If the Agent
does not receive instructions from the Participant or CRIIMI MAE
as to the disposition of such Participant's interest, the Agent
may, in its discretion, (i) terminate the Participant's further
participation in the Plan by distributing certificates
representing the whole Common Shares in a Participant's account
<PAGE>
<PAGE>17
and making payment by check for any fractional Common Shares and
uninvested funds held in the Participant's account, or
(ii) continue to reinvest such Participant's cash dividends until
otherwise notified in writing.
Following each quarterly reinvestment, each Participant will
be sent a statement of account showing the dividends received,
the number of Common Shares purchased, the purchase price per
Common Share and the total number of Common Shares held by the
Agent for such Participant. Participants may incur a tax
liability for income allocated to them even though they have
elected not to receive their dividends in cash. Tax information
for income earned on Common Shares under the Plan for the
calendar year will be sent to each Participant by the Agent.
The Agent will distribute to Participants proxy solicitation
material received by it from CRIIMI MAE which is attributable to
Common Shares held in the Plan. The Agent will instruct its
nominee to vote any Common Shares that the Agent holds for the
account of a Participant in accordance with the Participant's
written instructions. If a Participant does not direct the Agent
as to how the Common Shares should be voted, the Agent will
instruct its nominee not to vote those Common Shares.
Investors may become Participants at any time by completing
the appropriate Authorization Form which will be available from
the Agent or CRIIMI MAE upon effectiveness of the Plan.
Participation in the Plan will start with the next dividend
payable after receipt of a Participant's Authorization Form,
provided there is sufficient time for processing prior to the
record date for that dividend. If the Authorization Form is
received after the record date established for the payment of a
particular dividend, participation in the Plan will start with
the following dividend payment date, provided there is sufficient
time for processing.
CRIIMI MAE reserves the right to change any aspect of the
Plan, effective for subsequent cash dividends and optional cash
payments, provided that at least 10 days' advance written notice
is sent to Participants. CRIIMI MAE also reserves the right to
terminate the Plan or to change the agent for the Plan, for any
reason or for no reason at any time, by providing at least 10
days' advance written notice of termination or change to all
Participants.
Neither CRIIMI MAE nor the Agent shall have any
responsibility or liability as to the value of the Common Shares
or any change in the value of the Common Shares acquired for the
Participants' accounts. Neither CRIIMI MAE, the Adviser and its
partners, nor their officers, directors, employees and affiliates
shall be responsible or liable for any acts or omissions of the
Agent in connection with the Plan.
The effective date of the Plan is October 1, 1994.
<PAGE>
<PAGE>18
No dealer, salesperson or other person is authorized in
connection with any offering made hereby to give any information
or to make any representation other than those contained or
incorporated by reference in this Prospectus and, if given or
made, such information or representation must not be relied upon
as having been authorized. This Prospectus does not constitute
an offer to sell or a solicitation of an offer to buy any
security other than the securities offered hereby, nor does it
constitute an offer to sell or a solicitation of any offer to buy
any of the securities offered hereby to any person in any
jurisdiction in which it is unlawful to make such an offer or
solicitation. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, create any
implication that the information contained herein is correct as
of any date subsequent to the date hereof.
TABLE OF CONTENTS
Page
----
Available Information 2
Incorporation of Certain Documents by Reference 2
CRIIMI MAE 3
Description of Plan 3
Use of Proceeds 12
Legal Matters 12
Experts 12
<PAGE>
<PAGE>19
Dividend Reinvestment
and Stock Purchase Plan
CRIIMI MAE Inc.
1,000,000 Common Shares
--------------------
PROSPECTUS
--------------------
<PAGE>
<PAGE>20
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Dividend
All of the expenses set forth below, except the SEC
registration fee, are estimated.
SEC registration fee $ 3,534.48
New York Stock Exchange listing fee 3,500.00
Printing and engraving expenses 20,000.00
Accounting fees and expenses 2,500.00
Legal fees and expenses 10,000.00
Blue Sky fees and expenses
(including legal fees) 5,000.00
Miscellaneous 465.52
----------
Total $45,000.00
==========
----------
All of the above are estimated, except the SEC registration
fee.
Item 15. Indemnification of Directors and Officers
Under Maryland law, a corporation formed under Maryland law
is permitted to limit, by provisions in its articles of
incorporation, the liability of its directors and officers to the
corporation or its stockholders for money damages except for (i)
actual receipt of an improper benefit or profit in money,
property or services or (ii) active and deliberate dishonesty
established by a final judgment as being material to the cause of
action. CRIIMI MAE's Articles of Incorporation include such a
provision which limits such liability to the fullest extent
permitted by Maryland law.
CRIIMI MAE's Bylaws provide that CRIIMI MAE shall indemnify
its directors, officers and adviser, and may indemnify other
persons who may be indemnified, to the fullest extent permitted
by Maryland law against any liability and related expenses
(including attorneys' fees) incurred in conjunction with any
proceeding or threatened proceeding in which any of them may be
involved, or threatened to be involved, as a party or otherwise,
arising out of or incidental to CRIIMI MAE's business. CRIIMI
MAE has purchased and maintains liability insurance against
liabilities that may be asserted against such persons in
connection with CRIIMI MAE, whether or not indemnification
against such liabilities would be permitted under the provisions
of CRIIMI MAE's Articles of Incorporation.
Section 2-418 of the General Corporation Law of the State of
Maryland provides, together with the Bylaws described above, for
the indemnification of directors, officers and other corporate
agents in terms sufficiently broad to indemnify such persons,
under certain circumstances, for liabilities (including
reimbursements of expenses incurred) arising under the Securities
Act.
<PAGE>
<PAGE>21
Item 16. Exhibits
(a) Exhibits.
Exhibit
Number Description
------- -----------
*4.1 Articles of Incorporation, as amended, of CRIIMI MAE
Inc.
*4.2 Bylaws, as amended, of CRIIMI MAE Inc.
*4.6 Form of specimen certificate representing Common Shares
5 Opinion of Arent Fox Kintner Plotkin & Kahn regarding
validity of securities being registered
8 Tax Opinion of Arent Fox Kintner Plotkin & Kahn
(included
in Exhibit 5)
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Arent Fox Kintner Plotkin & Kahn (included
in
Exhibit 5)
24 Power of Attorney (included on signature page)
99.1 Form of Authorization Form
------------------
* Incorporated herein by reference to CRIIMI MAE's
Registration Statement on Form S-3 (File No. 33-50679),
as amended.
<PAGE>
<PAGE>22
Item 17. Undertakings
The undersigned registrant hereby undertakes: (1) to file,
during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to
include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement; (2) for the purpose of determining any
liability under the Securities Act, each post-effective amendment
that contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; and (3)
to remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned registrant also hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described in Item 15, or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. If a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
<PAGE>
<PAGE>23
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Rockville, State of Maryland, on the __ day of September,
1994.
CRIIMI MAE INC.
By: /s/William B. Dockser
------------------------
William B. Dockser
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints William B.
Dockser and H. William Willoughby, and each of them severally,
as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his
name, place, and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as
he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of
them, or of his or her substitute or substitutes, may lawfully do
or cause to be done by virtue hereof
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
/s/William B. Dockser Chairman of the Board September 22,
1994
------------------------ (Principal Executive
William B. Dockser Officer and Director)
/s/H. William Willoughby Director, President September 22,
1994
------------------------ and Secretary
H. William Willoughby
/s/ Director
------------------------
Garrett G. Carlson
/s/G. Richard Dunnells Director September 22,
1994
------------------------
G. Richard Dunnells
/s/ Director
------------------------
Robert F. Tardio
/s/Cynthia O. Azzara Chief Financial Officer September 22,
1994
------------------------ Financial and Accounting
Cynthia O. Azzara Officer
<PAGE>
<PAGE>24
EXHIBIT INDEX
Exhibit
Number Description Page
------- ----------- ----
*4.1 Articles of Incorporation, as amended, of CRIIMI MAE
Inc.
*4.2 Bylaws, as amended, of CRIIMI MAE Inc.
*4.6 Form of specimen certificate representing Common
Shares
5 Opinion of Arent Fox Kintner Plotkin & Kahn regarding
validity of securities being registered
8 Tax Opinion of Arent Fox Kintner Plotkin & Kahn
(included
in Exhibit 5)
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Arent Fox Kintner Plotkin & Kahn (included
in
Exhibit 5)
24 Power of Attorney (included on signature page)
99.1 Form of Authorization Form
-----------------------------
* Incorporated herein by reference to CRIIMI MAE's
Registration Statement on Form S-3 (File No. 33-50679),
as amended.
<PAGE>
<PAGE>25
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated February 11, 1994, included in the Annual Report of
CRIIMI MAE Inc. on Form 10-K for the year ended December 31,
1993, as amended, and to all references to our Firm included in
or made a part of this registration statement.
ARTHUR ANDERSEN LLP
Washington, D.C.
September 20, 1994
<PAGE>
<PAGE>26
[FRONT OF CARD] Exhibit 99.1
CRIIMI MAE Inc.
The CRI Building
11200 Rockville Pike
Rockville, Md 20852
(301) 468-9200
DIVIDEND REINVESTMENT AND STOCK
PURCHASE PLAN AUTHORIZATION FORM
Please provide the information requested and signatures, as required,
on the reverse side of this form. This Authorization Card, when
fully signed, should be mailed to Registrar and Transfer Company, 10
Commerce Drive, Cranford, NJ 07016. An addressed envelope is provided
for your convenience. <PAGE>
<PAGE>27
[BACK OF CARD] Exhibit 99.1
This is not a proxy. This card is only for authorization of
dividend reinvestment and stock purchase.
I wish to participate in the CRIIMI MAE Inc. Dividend Reinvestment
and Stock Purchase Plan (the "Plan") and authorize CRIIMI MAE Inc. to
forward to Registrar and Transfer Company, as my agent, the cash dividends
due to me with respect to the below designated shares of CRIIMI MAE
Inc. Common Stock, par value $.01 per share ("Common Shares"), held in
my name. I authorize Registrar and Transfer Company, as my agent, to
reinvest my cash dividends and optional cash payments to purchase Common
Shares under the terms and conditions set forth in the Prospectus that
accompanied this card and to have such Common Shares held by a nominee.
DIVIDENDS TO BE REINVESTED
--------------------------
I wish to have cash dividends automatically reinvested as follows:
___ Reinvest all cash dividends on all Common Shares held in my name.
___ Reinvest cash dividends for only ___________ Common Shares
held in my name and all Common Shares held in the Plan.
Continue to pay dividends in cash for the remainder of my
Common Shares.
OPTIONAL CASH PAYMENTS
----------------------
___ Reinvest optional cash payments received from me in addition
to the reinvestment of my cash dividends as set forth above.
- --------------------------- -------------------------- --------------
Name (print) SS# Signature
- --------------------------------- ------------ ----------------------
Name (print) SS# Signature
Date ---------------------- <PAGE>
