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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
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Commission file number 1-10360
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CRIIMI MAE INC.
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(Exact name of registrant as specified in charter)
Maryland 52-1622022
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11200 Rockville Pike, Rockville, Maryland 20852
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(Address of principal executive offices) (Zip Code)
(301) 468-9200
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
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Common Stock New York Stock Exchange, Inc.
Securities registered pursuant to Section 12(g) of the Act:
NONE
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(Title of class)
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
As of April 26, 1995, 26,888,456 shares of common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
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Form 10-K Parts Document
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III 1994 Annual Report to Shareholders filed on
Form 10-K/A on April 11, 1995
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CRIIMI MAE INC.
1994 ANNUAL REPORT ON FORM 10-K/A
TABLE OF CONTENTS
Page
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PART III
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Item 10. Directors and Executive Officers
of the Registrant. . . . . . . . . . . . . . . . . . . . . 4
Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . 5
Item 12. Security Ownership of Certain Beneficial
Owners and Management. . . . . . . . . . . . . . . . . . . 5
Item 13. Certain Relationships and Related
Transactions . . . . . . . . . . . . . . . . . . . . . . . 5-6
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7-8
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) Identification of directors, and (e) Business experience
Members of CRIIMI MAE's Board of Directors serve staggered three year
terms. The following is a list of CRIIMI MAE's directors, their ages,
positions held and the year of expiration of their term:
<TABLE>
<CAPTION>
YEAR TERM
NAME PRINCIPAL OCCUPATION AGE EXPIRES
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<S> <C> <C> <C>
William B. Dockser Chairman of the Board of CRIIMI MAE and of CRI Liquidating 58 1995
since 1989; Chairman of the Board and shareholder of CRI
since 1974.
G. Richard Dunnells* Director of CRIIMI MAE and of CRI Liquidating since 1991; 58 1995
Partner in the Washington, D.C. office and Director of the law
firm of Holland & Knight since January 1994; Chairman of the
Washington, D.C. law firm of Dunnells & Duvall from 1989 to
1993; Senior Partner of such law firm from 1973 to 1993;
Special Assistant to the Under-Secretary and Deputy Assistant
Secretary for Housing and Urban Renewal and Deputy Assistant
Secretary for Housing Management with the U.S. Department of
Housing and Urban Development from 1969 to 1973; President's
Commission on Housing from 1981 to 1982.
H. William Willoughby Director and Secretary of CRIIMI MAE and of CRI Liquidating 49 1996
since 1989; President of CRIIMI MAE and of CRI Liquidating
since 1990; Director and shareholder of CRI since 1974;
Secretary of CRI from 1974 to 1990 and President of CRI
since 1990.
Garrett G. Carlson, Sr.* Director of CRIIMI MAE and of CRI Liquidating since 1989; 58 1996
Chairman of the Board of SCA Realty Holdings, Inc. since 1985;
President of Can-American Realty Corp. and Canadian Financial
Corp. since 1979 and 1974, respectively; Vice Chairman of
Shelter Development Corporation Ltd. since 1983 and President
of Garrett Real Estate Development since 1982.
Robert F. Tardio* Director of CRIIMI MAE and of CRI Liquidating since 1989; 66 1997
Chairman of the Tardio Corporation from 1986 to 1995;
Chairman of the Board and Chief Executive Officer of Sovran
Bank/Maryland from April 1986 to June 1986; Chairman of the
Board and Chief Executive Officer of Suburban Bank, Bethesda,
MD, from 1979 to 1986; Independent Financial Consultant from
1986 to present; Director of Bell Atlantic/Maryland, Washington
Mutual Investors Fund (Advisory Board), AW Industries and
Chairman of the Washington Metropolitan Airports Authority.
<FN>
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*Unaffiliated Director
Except as otherwise noted, based solely on its review of Forms 3 and 4
and amendments thereto furnished to CRIIMI MAE, and written representations
from certain reporting persons that no Forms 5 were required for those
persons, CRIIMI MAE believes that all directors, officers and beneficial
owners of more than 10% of the Common Shares have filed on a timely basis
Forms 3, 4 and 5 as required in the fiscal year ended December 31, 1994.
Mr. Dunnells, a director of CRIIMI MAE, did file a delinquent Form 4 solely
to report an automatic purchase of CRIIMI MAE's Common Shares in his IRA
account.
</TABLE>
(b) Identification of executive officers, and (e) Business experience.
EXECUTIVE OFFICERS. In addition to Messrs. Dockser and Willoughby,
whose business experience is set forth above, Jay R. Cohen, 54, has
served as Executive Vice President of CRIIMI MAE and of CRI
Liquidating since 1989, and as Treasurer of CRIIMI MAE and of CRI
Liquidating since 1990. Mr. Cohen has been Senior Vice President -
Mortgages of CRI since 1983 and President of CRICO Mortgage Company,
Inc., an affiliate of CRI, since 1985. Frederick J. Burchill, 46, has
served as Executive Vice President of CRIIMI MAE since 1991 and as
Senior Vice President of CRI since 1990. Cynthia O. Azzara, 36, has
served as Chief Financial Officer of CRIIMI MAE and of CRI Liquidating
since 1994 and as Senior Vice President of CRIIMI MAE and of CRI
Liquidating since 1995. Ms. Azzara has served in Accounting and
Finance Departments of CRI since 1985. Deborah A. Linn, 39, has served
as General Counsel of CRIIMI MAE and of CRI Liquidating since 1995.
Ms. Linn has served in the Office of General Counsel for CRI since
1988, serving as General Counsel since 1992. Executive officers of
CRIIMI MAE are elected annually by the Board and serve at the Board's
discretion.
(c) Identification of certain significant employees
Not applicable
(d) There is no family relationship between any of the directors and
executive officers.
(f) Involvement in certain legal proceedings.
None.
(g) Promoters and control persons.
Not applicable.
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ITEM 11. EXECUTIVE COMPENSATION
None of CRIIMI MAE's executive officers received cash compensation
from CRIIMI MAE during the year ended December 31, 1994. See ITEM 13 Certain
relationships and related transactions. See also Note 3 of the notes to the
consolidated financial statements included in the 1994 Annual Report to
Shareholders, filed on Form 10-K/A on April 11, 1995 which section is
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of Common Shares as of April 7, 1995 by each director and
by all officers and directors of CRIIMI MAE. Unless otherwise indicated, the
voting and investment powers for the Common Shares listed are held solely by the
named holder.
Percentage of
Outstanding
Name Shares Common Shares
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[S] [C] [C]
William B. Dockser 231,680 (a)(b) *
H. William Willoughby 89,681 (a)(c) *
Garrett G. Carlson, Sr. 2,000 (d) *
G. Richard Dunnells 1,533 *
Robert F. Tardio 349 *
Jay R. Cohen 41,435 *
Fredrick J. Burchill 2,968 *
Deborah A Linn 516 *
Cynthia O. Azzara -- *
All Directors and Officers as
a Group (9 persons) 367,395 (a) 1.4%
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* In each case, the amount of Common Shares beneficially owned does not
exceed 1% of the total number of Common Shares outstanding.
(a) Includes 2,767 Common Shares owned by CRI, of which Messrs. Dockser
and Willoughby are the sole shareholders.
(b) Includes 45,343 Common Shares held by Mr. Dockser's wife.
(c) Includes 41,700 Common Shares held by Mr. Willoughby's wife.
(d) Includes 1,000 Common Shares held by Mr. Carlson's wife.
To the best of CRIIMI MAE's knowledge, as of April 7, 1995, no person
owned more than 5% of the outstanding Common Shares.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) Transactions with management and others, and
(b) Certain business relationships.
CRIIMI MAE has entered into an agreement (the "Advisory Agreement")
with CRI Insured Mortgage Associates Adviser Limited Partnership (the
"Adviser") under which the Adviser is obligated to provide administrative
services for CRIIMI MAE, evaluate and negotiate voluntary dispositions of
mortgage investments, conduct CRIIMI MAE's day-to-day affairs, and analyze,
evaluate and structure mortgage investments. Under the Advisory Agreement,
the Adviser is entitled to receive mortgage selection fees and annual fees
(including the master servicing fees) based on amounts invested by CRIIMI
MAE in mortgage investments and incentive fees based on the achievement of
certain performance goals. The Adviser and its affiliates are also entitled
to reimbursement for certain expenses incurred in connection with the
operation and administration of CRIIMI MAE. Pursuant to the Advisory
Agreement, in 1994, CRIIMI MAE paid the Adviser (i) mortgage selection fees
of $1,570,415, (ii) annual fees (including the master servicing fees) of
$2,567,101, and (iii) incentive fees of $497,675. CRI is the general
partner of the Adviser, and Messrs. Dockser and Willoughby own a majority
of the limited partnership interests in the Adviser. Messrs. Dockser and
Willoughby are all of the shareholders and directors of CRI and Messrs.
Dockser, Willoughby, Cohen and Burchill and Ms. Azzara and Ms. Linn are
executive officers of CRI.
The Advisory Agreement may be terminated by CRIIMI MAE or the Adviser
for "cause" (as defined in the Advisory Agreement). If CRIIMI MAE
terminates the Advisory Agreement other than for cause or the Adviser
terminates the Advisory Agreement for cause, in addition to compensation
otherwise due, CRIIMI MAE will be required to pay the Adviser a fee equal
to the annual fee paid or payable to the Adviser with respect to the
previous fiscal year.
CRI Liquidating has entered into a similar agreement with the Adviser
(the "CRI Liquidating Advisory Agreement"). Pursuant to the CRI Liquidating
Advisory Agreement, in 1994, CRI Liquidating paid the Adviser annual fees
of $696,342 and incentive fees of $394,812.
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Each unaffiliated director receives an aggregate fee of $12,000 per
year for services as a director plus a fee of $750 (for telephonic meetings) and
$1,500 (for in-person meetings) for each meeting in which they participate,
including committee meetings held on days when the Board is not meeting. In
addition, CRIIMI MAE reimburses directors and officers (including those
affiliated with CRI) for travel and other expenses incurred in connection with
their duties as directors or officers of CRIIMI MAE. Messrs. Carlson, Dunnells
and Tardio were each paid $12,000 by CRIIMI MAE for their services as
Unaffiliated Directors during the year ended December 31, 1994, plus traveling
expenses, $1,500 per day for meetings attended and $750 per telephonic meeting
in which they participated.
CRIIMI MAE's Board of Directors has determined that it is in
CRIIMI MAE's best interest to consider a proposed transaction in which
CRIIMI MAE would become a self-managed and self-administered real estate
investment trust.
Under the terms of the proposed transaction, CRIIMI MAE would acquire
the advisory business conducted on CRIIMI MAE's behalf and certain other
mortgage investment, servicing, origination and advisory business from CRI,
and its affiliates. CRI is wholly-owned by William B. Dockser and H. William
Willoughby, who are executive officers and directors of CRIIMI MAE.
A Special Committee of the Board, comprised of Mr. Carlson, Mr.
Dunnells and Mr. Tardio, was appointed to consider whether, and on what basis,
CRIIMI MAE should become self-administered and self-managed. The Special
Committee met 14 times in 1994. During the year ended December 31, 1994, each
Unaffiliated Director received an aggregate fee of $25,000 for services as a
member of the Special Committee plus $1,500 per day for meetings attended and
$750 per telephonic meeting in which they participated.
(c) Indebtedness of management.
None.
(d) Transactions with promoters.
Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CRIIMI MAE INC.
April 27, 1995 /s/ William B. Dockser
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DATE William B. Dockser
Chairman of the Board and
Principal Executive Officer
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Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
April 27, 1995 /s/ William B. Dockser
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William B. Dockser
Chairman of the Board and
Principal Executive Officer
April 27, 1995 /s/ H. William Willoughby
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DATE H. William Willoughby
Director, President and
Secretary
April 27, 1995 /s/ Cynthia O. Azzara
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DATE Cynthia O. Azzara
Senior Vice President, Chief Financial
Officer and Principal Accounting
Officer
April 27, 1995 /s/ Garrett G. Carlson, Sr.
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DATE Garrett G. Carlson, Sr.
Director
April 27, 1995 /s/ G. Richard Dunnells
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DATE G. Richard Dunnells
Director
April 27, 1995 /s/ Robert F. Tardio
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DATE Robert F. Tardio
Director
