<PAGE>
Rule No. 424(b)(2)
Registration No. 33-54267
PROSPECTUS SUPPLEMENT
TO PROSPECTUS DATED JULY 13, 1994
CRIIMI MAE Inc.
500,000 Common Shares
CRIIMI MAE Inc. ("CRIIMI MAE"), an infinite-life, actively managed real
estate investment trust ("REIT"), is the largest multifamily mortgage REIT.
CRIIMI MAE is offering hereby 500,000 shares of its common stock, par value $.01
per share (the "Common Shares"). The offering price per Common Share is $8.744.
CRIIMI MAE's Common Shares are listed on the New York Stock Exchange ("NYSE")
under the symbol "CMM." The reported last sale price of the Common Shares as
reported on the NYSE Composite Tape on October 31, 1994, was $8.25.
_______________________
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.
<TABLE>
<CAPTION>
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Price to Placement Proceeds to
Public(1) Fee(2) CRIIMI MAE(3)
<S> <C> <C> <C>
Per Common Share, $.01 par value... $ 8.744 $ .087 $ 8.657
Total Shares....................... $4,372,000 $43,720 $4,328,280
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</TABLE>
(1) The offering price per Common Share is $8.744, which represents the
cumulative average of the daily average (rounded to the nearest thousandth)
of the daily high and low prices per Common Share, as reported for trades
on the NYSE during the twenty consecutive trading days commencing on
October 4, 1994, less $.125.
(2) CRIIMI MAE will pay Yamaichi International (America), Inc. (the "Placement
Agent") an aggregate fee equal to 1% of the gross proceeds of the offering.
CRIIMI MAE has agreed to indemnify the Placement Agent against certain
liabilities under the Securities Act of 1933, as amended (the "Securities
Act"). See "Plan of Distribution."
(3) Before deducting expenses payable by CRIIMI MAE estimated at $15,000.00.
__________________________
Yamaichi International (America), Inc. (the "Placement Agent") has
agreed to use its best efforts to sell, as agent, Common Shares offered by
CRIIMI MAE pursuant to CRIIMI MAE's shelf Registration Statement on Form S-3
(Registration No. 33-54267) dated July 13, 1994. The Placement Agent will seek
commitments to purchase Common Shares from potential investors but will not
accept deposits or payments of any type prior to the pricing and sale of Common
Shares. Therefore, no arrangements have been made to place any proceeds in
escrow or trust prior to any sale of Common Shares. See "Plan of Distribution."
The Common Shares are offered hereby by CRIIMI MAE through the Placement Agent,
as agent, subject to the approval of certain conditions.
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YAMAICHI INTERNATIONAL (AMERICA), INC.
-as Placement Agent-
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The date of this Prospectus Supplement is November 1, 1994.
<PAGE>
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 investment policies also
permit CRIIMI MAE to invest in multifamily mortgage investments which are not
federally insured or guaranteed. 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.
USE OF PROCEEDS
CRIIMI MAE intends to use the net proceeds from the sale of the Common
Shares offered hereby (i) to acquire mortgage investments, including Government
Insured Multifamily Mortgages, other insured mortgages and other multifamily
mortgage investments, (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.
PRICE RANGE OF COMMON SHARES AND DIVIDENDS
The Common Shares are traded on the NYSE under the symbol "CMM." The table
below sets forth the high and the low closing sales prices per Common Share as
reported on the NYSE Composite Tape and the amount of cash dividends paid per
Common Share during the periods indicated. As of September 30, 1994, there were
approximately 25,000 holders of record of Common Shares.
<TABLE>
<CAPTION>
Price Range of
Common Shares Dividends Paid
----------------
High Low per Share
<S> <C> <C> <C>
Year Ended December 31, 1992:
1st Quarter $ 9 1/2 $ 8 3/4 $0.27
2nd Quarter 9 1/2 8 5/8 0.27
3rd Quarter 9 7/8 9 1/8 0.27
4th Quarter 10 9 1/4 0.27
Year Ended December 31, 1993:
1st Quarter $11 1/4 $ 9 3/4 $0.28
2nd Quarter 12 1/4 10 3/8 0.28
3rd Quarter 12 1/2 11 1/8 0.28
4th Quarter 12 3/4 10 3/4 0.28
Year Ended December 31, 1994:
1st Quarter $12 $ 9 3/8 $0.29
2nd Quarter 11 1/4 9 1/2 0.29
3rd Quarter 11 1/4 9 3/8 0.29
4th Quarter (through
October 31, 1994) 9 3/4 8 1/8 --
</TABLE>
The reported last sales price of the Common Shares as reported on the NYSE
Composite Tape on October 31, 1994 was $8.25.
S-2
<PAGE>
PLAN OF DISTRIBUTION
CRIIMI MAE has engaged the Placement Agent, Yamaichi International
(America), Inc., as its agent, pursuant to a letter agreement dated August 10,
1994, as amended and supplemented (the "Engagement Letter"). The Placement Agent
has agreed to use its best efforts to sell, as agent, Common Shares offered by
CRIIMI MAE pursuant to CRIIMI MAE's shelf Registration Statement on Form S-3
(Registration No. 33-54267) dated July 13, 1994. CRIIMI MAE's engagement of the
Placement Agent is on a non-exclusive basis.
Pursuant to the Engagement Letter, the Placement Agent will seek
commitments to purchase Common Shares from potential investors, but will not
accept deposits or payments of any type prior to the pricing and sale of Common
Shares. Therefore, no arrangements have been made to place any proceeds in
escrow or trust prior to the sale of any Common Shares. The Placement Agent has
made no commitment to take down all or any part of the Common Shares offered
hereby. CRIIMI MAE will have the sole right to accept offers to purchase the
Common Shares and may reject any proposed purchase of Common Shares.
Subject to the terms of the Engagement Letter, CRIIMI MAE will pay the
Placement Agent a fee equal to 1% of the gross proceeds of the offering.
Pursuant to a consulting arrangement between the Placement Agent and Bouvet
Limited ("Bouvet"), Bouvet will receive, for advisory and other services
provided in connection with the offering, a portion of the fees received by the
Placement Agent. CRIIMI MAE has agreed to indemnify the Placement Agent and
Bouvet against certain losses, claims, damages and liabilities arising in
connection with the offering, including certain liabilities arising under the
Securities Act, and to reimburse the Placement Agent and/or Bouvet for expenses
reasonably incurred in connection with any such actions.
The foregoing does not purport to be a complete statement of the terms
and conditions of the Engagement Letter, copies of which are on file at the
offices of the Placement Agent and CRIIMI MAE.
S-3
<PAGE>
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
Supplement and the Prospectus in connection with the offer made by this
Prospectus Supplement and the Prospectus and, if given or made, such information
or representation must not be relied upon as having been authorized. This
Prospectus Supplement and the Prospectus do not constitute an offer to sell or a
solicitation of an offer to buy any security other than the securities offered
hereby, nor do they 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 Supplement and the Prospectus nor any sale made hereunder and
thereunder shall, under any circumstances, create any implication that there has
not been any change in the information contained herein or therein or in the
affairs of CRIIMI MAE since the date hereof.
TABLE OF CONTENTS
Prospectus Supplement
<TABLE>
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Page
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<S> <C>
CRIIMI MAE.............................................................. S-2
Use of Proceeds......................................................... S-2
Price Range of Common Shares and Dividends.............................. S-2
Plan of Distribution.................................................... S-3
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Prospectus
<TABLE>
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Page
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<S> <C>
Available Information................................................... 2
Incorporation of Certain Documents
by Reference.......................................................... 2
Prospectus Summary...................................................... 4
CRIIMI MAE.............................................................. 6
Recent Developments..................................................... 10
Use of Proceeds......................................................... 10
Ratios of Earnings to Fixed Charges..................................... 11
Description of Debt Securities.......................................... 11
Description of Capital Stock............................................ 21
Certain United States Tax Considerations................................ 27
Plan of Distribution.................................................... 28
Legal Matters........................................................... 29
Experts................................................................. 29
</TABLE>
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CRIIMI MAE Inc.
500,000 Common Shares
____________________
PROSPECTUS SUPPLEMENT
____________________
YAMAICHI INTERNATIONAL
(AMERICA), INC.
-as Placement Agent-
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