<PAGE>1
As filed with the Securities and Exchange Commission on
September 23, 1994.
Registration No. 33-55583
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act Of 1933
_______________
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. [ ]<PAGE>
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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
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Total $45,000.00
==========
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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>3
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.
** Previously filed with the original filing on September
22, 1994.<PAGE>
<PAGE>4
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>
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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 23 day of September,
1994.
CRIIMI MAE INC.
By: /s/William B. Dockser
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William B. Dockser
Chairman of the Board
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 23, 1994
- ------------------------ (Principal Executive
William B. Dockser Officer and Director)
/s/H. William Willoughby* Director, President September 23, 1994
- ------------------------ and Secretary
H. William Willoughby
Director
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Garrett G. Carlson
/s/G. Richard Dunnells* Director September 23, 1994
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G. Richard Dunnells
Director
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Robert F. Tardio
/s/Cynthia O. Azzara* Chief Financial Officer September 23, 1994
- ------------------------ Financial and Accounting
Cynthia O. Azzara Officer
* William B. Dockser, by signing his name hereto signs this
document on behalf of each of the persons so indicated above
pursuant to powers of attorney duly executed by such persons
and filed with the Securities and Exchange Commission.
/s/William B. Dockser
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William B. Dockser
Attorney-in-Fact<PAGE>
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EXHIBIT INDEX
Exhibit
Number Description Page
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*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.
** Previously filed with the original filing on September
22, 1994.<PAGE>
<PAGE>7
Exhibit 5
September 6, 1994
The Board of Directors
CRIIMI MAE Inc.
The CRI Building
11200 Rockville Pike
Rockville, Maryland
Re: Registration Statement on Form S-3
Gentlemen:
We have acted as counsel to CRIIMI MAE Inc., a Maryland
corporation (the "Company"), with respect to the Company's
Registration Statement on Form S-3 (the "Registration Statement")
filed with the Securities and Exchange Commission, in connection
with the registration under the Securities Act of 1933, as
amended, of 1,000,000 shares of the Company's Common Stock, par
value $.01 per share (the "Shares").
As counsel to the Company, we have examined the Company's
Articles of Incorporation and such Company records, certificates
and other documents and relevant statutes, regulations, published
rulings and such questions of law as we considered necessary or
appropriate for the purpose of this opinion. The actual method of
operation of the Company to date and the proposed continuing
method of operation of the Company, as set forth in the
Prospectus (included in the Registration Statement), have also
been reviewed.
In our examination, we have assumed the authenticity of original
documents, the accuracy of copies and the genuineness of
signatures. We have relied upon the representations and
statements of officers and other representatives of the Company
with respect to the factual determinations underlying the legal
conclusions set forth herein. We have not attempted to verify
independently such representations and statements.
The Shares to be sold from time to time by the Company will be
legally issued, fully paid and nonassessable.
If the Company continues to operate in the manner in which it has
to date, and if the Company is operated according to the policies
and in the manner stated in the Prospectus (included in the
Registration Statement), the Company will continue to qualify as
a Real Estate Investment Trust pursuant to the Internal Revenue
Code of 1986. We have reviewed the discussion in the Prospectus
under the caption "Tax Consequences." To the extent such
discussion covers matters of law or legal conclusions relating to
federal income tax matters, such discussion reflects our opinion
as to such matters of law or legal conclusions. However, to the
extent that the discussion addresses the tax treatment of the
stockholders of the Company, it is general in nature and does not
purport to address the specific tax treatment of any particular
stockholder.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to all references to our firm in
the Registration Statement.
Very truly yours,
/s/ Arent Fox Kintner Plotkin & Kahn
ARENT FOX KINTNER PLOTKIN & KAHN<PAGE>
