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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 $7.106.
CRIIMI MAE's Common Shares are listed on the New York Stock Exchange ("NYSE")
under the symbol "CMM." The last sale price of the Common Shares as reported on
the NYSE Composite Tape on April 19, 1995, was $7.125.
_________________________
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.
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PROCEEDS TO
PRICE TO PUBLIC (1) PLACEMENT FEE (2) CRIIMI MAE (3)
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<S> <C> <C> <C>
Per Common Share, $.01 par value.. $ 7.106 $ 0.107 $ 6.999
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Total Shares...................... $3,553,000 $ 53,295 3,499,705
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(1) The offering price per Common Share is $7.106, which represents the
cumulative average (rounded to the nearest thousandth) of the daily
low price per Common Share, as reported for trades on the NYSE during
the twenty consecutive trading days commencing on March 22, 1995.
(2) CRIIMI MAE will pay Yamaichi International (America), Inc. (the
"Placement Agent") an aggregate fee equal to 1.5% 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
$10,000.00.
___________________________________
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.
____________________________________
YAMAICHI INTERNATIONAL (AMERICA), INC.
-as Placement Agent-
________________________________________
The date of this Prospectus Supplement is April 20, 1995.
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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 other 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
and, to a lesser degree, higher yielding uninsured subordinated securities,
using a combination of debt and equity financing.
RECENT DEVELOPMENTS
PROPOSED MERGER
CRIIMI MAE Inc. has agreed in principle to acquire the mortgage
businesses of CRI, Inc. ("CRI"), a private real estate investment firm which,
through affiliates, serves as the adviser to CRIIMI MAE and manages its mortgage
investments. As a result of this proposed transaction, CRIIMI MAE would become a
self-administered and self-managed REIT.
The proposal calls for CRIIMI MAE to acquire the CRI mortgage
businesses, including CRICO Mortgage Company, Inc. ("CRICO") and other CRI-
affiliates, by:
. issuing Common Shares to CRI's owners, William B. Dockser and H.
William Willoughby, and certain officers of CRIIMI MAE, with the exact
number of shares determined by dividing $21.4 million by the aggregate
average of the high and low sale prices of Common Shares over the ten
trading days preceding the execution of a definitive merger agreement;
provided that at the closing of the proposed transaction the stock
issued cannot total more than $22.9 million or more than 2,761,290
shares. Messrs. Dockser and Willoughby would receive 96% of the actual
number of Common Shares issued pursuant to the proposed transaction
and officers of CRIIMI MAE would receive the remainder;
. assuming $9.1 million of outstanding debt of CRI and its affiliates
related to CRI's mortgage businesses; and
. granting CRI's owners, Messrs. Dockser and Willoughby, options valued
at approximately $1.5 million to purchase an additional three million
Common Shares. (Options for 2 million Common Shares will vest pro
rata in equal annual installments over a five-year period, with an
exercise price $1.50 per share greater than the average of the high
and low sale prices of Common Shares over the ten trading days
preceding the date of the closing of the proposed transaction. Options
for 1 million Common Shares will vest pro rata in equal annual
installments over a five-year period, with an exercise price $4.00 per
share greater than such average price.) The options expire eight years
after issuance.
In addition to being CRI's owners, Messrs. Dockser and Willoughby are
also officers and directors of CRIIMI MAE. In the proposed transaction, Mr.
Dockser, Mr. Willoughby, and certain other CRI executives and personnel, would
become employees of CRIIMI MAE. All shares received in the transaction would be
subject to restriction on transfer for three years.
A special committee of CRIIMI MAE's independent directors was formed
to consider the proposed transaction. These independent directors are not
members of management or employees of CRI or CRIIMI MAE. The special committee
engaged Duff & Phelps Capital Markets Co. to render an opinion as to whether the
transaction is fair to CRIIMI MAE shareholders from a financial point of view.
This transaction is subject to a number of conditions including
shareholder approval.
S-2
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ACQUISITION OF MORTGAGE SECURITIES
Subsequent to December 31, 1994, CRIIMI MAE has purchased three
tranches of subordinated securities issued by a real estate mortgage investment
conduit ("REMIC") sponsored by Nomura Asset Capital Corporation. The securities,
which were purchased for a total of approximately $18.3 million, have a face
value of approximately $21.2 million and are backed by a pool of uninsured
multifamily and commercial mortgages with a current aggregate face value of
approximately $163 million.
Although investments in Government Insured Multifamily Mortgages and
government insured or guaranteed multifamily construction loans will continue to
comprise a substantial majority of CRIIMI MAE's total consolidated asset base,
investments similar to the REMIC tranches discussed above may represent a major
component of CRIIMI MAE's new business activity in the near future. These
investments will be made only after CRIIMI MAE has performed extensive due
diligence on the assets and has determined that certain underwriting criteria
have been met. CRIIMI MAE currently expects that investments of this type will
not exceed 10% of its total consolidated asset base during 1995.
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.
S-3
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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 sale 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 March 20, 1995, there were
approximately 23,500 holders of record of Common Shares.
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Price Range of Common Shares
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Dividends Paid
High Low per Share
<S> <C> <C> <C>
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 9 5/8 6 5/8 0.29
Year Ended December 31, 1995:
1st Quarter 8 3/8 6 3/4 0.225
2nd Quarter (through April 19, 1995) 7 1/4 7 1/8
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The reported last sale price of the Common Shares as reported on the
NYSE Composite Tape on April 19, 1995 was $7.125.
PLAN OF DISTRIBUTION
CRIIMI MAE has engaged the Placement Agent, Yamaichi International
(America), Inc., as its agent, pursuant to a letter agreement dated October 31,
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.
S-4
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Subject to the terms of the Engagement Letter, CRIIMI MAE will pay the
Placement Agent a fee equal to 1.5% 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-5
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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
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Page
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CRIIMI MAE....................................... S-2
Recent Developments.............................. S-2
Use of Proceeds.................................. S-3
Price Range of Common Shares and Dividends....... S-4
Plan of Distribution............................. S-4
PROSPECTUS
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Page
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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>
________________________________________________________________________________
CRIIMI MAE INC.
500,000 COMMON SHARES
________________
PROSPECTUS SUPPLEMENT
__________________
YAMAICHI INTERNATIONAL
(AMERICA), INC.
-AS PLACEMENT AGENT-
______________________________________________________________________________
