<PAGE>1
As filed with the Securities and Exchange Commission on
March 1, 1996.
Registration No. 33-55583
---------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
--------------------------
CRIIMI MAE Inc.
------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Maryland 52-1622022
----------------------------------- -------------------------
(State of incorporation) (I.R.S. Employer
Identification No.)
11200 Rockville Pike (301) 816-2300
Rockville, Maryland 20852
------------------------------------------------------------------------
(Address, including zip code, and telephone number,
including area code, of agent for service)
William B. Dockser 11200 Rockville Pike (301) 816-2300
Chairman of the Board Rockville, Maryland 20852
-------------------------------------------------------------------------
(Name, address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
Copy to:
Morris F. DeFeo, Jr., Esq. Suite 300
Swidler & Berlin, Chartered 3000 K Street, N.W.
Washington, D.C. 20007
Approximate date of commencment 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 continued 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 the following box. [ ]
<PAGE>2
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.
-------------------------
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 March 1, 1996.
<PAGE>3
AVAILABLE INFORMATION
CRIIMI MAE and its subsidiaries, CRI Liquidating REIT, Inc. ("CRI
Liquidating") and CRIIMI MAE Financial Corporation, 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, CRI
Liquidating and CRIIMI MAE Financial Corporation 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:
<PAGE>4
1. Annual Report on Form 10-K for the year ended December 31, 1995
as filed with the SEC on February 22, 1996.
2. Definitive Proxy Statement dated April 28, 1995.
3. Definitive Proxy Statement dated April 6, 1993.
4. Form 8-A, as filed with the SEC on October 16, 1989.
5. 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.
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) 816-2300 or
toll-free (800) CMM-0535.
<PAGE>5
CRIIMI MAE
CRIIMI MAE, a full service commercial mortgage company structured as a
self-administered real estate investment trust ("REIT"), invests in government
insured and guaranteed mortgages secured by multifamily housing complexes
located throughout the United States ( Government Insured Multifamily
Mortgages ) and in uninsured mortgage and mortgage-related investments such as
higher yielding, higher risk, uninsured subordinated securities backed by
multifamily and other commercial mortgages, using a combination of debt and
equity. As a result of a shareholder-approved merger transaction with certain
businesses affiliated with C.R.I., Inc. which was consummated in June 1995 (the
Merger ), CRIIMI MAE expanded its lines of business to include mortgage
advisory services, mortgage servicing and mortgage origination. CRIIMI MAE also
acquired a team of mortgage, real estate, and financial experts. CRIIMI MAE s
principal objectives are to provide increasing dividends to its stockholders and
to enhance the value of CRIIMI MAE s Common Shares.
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
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:
<PAGE>6
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. For your convenience, an
Optional Cash Payment Form is attached to the Plan statement of
account that is sent to Participants each quarter.
4. When may an eligible stockholder join the Plan?
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.
<PAGE>7
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
per share par value of the Common Shares (which is currently $.01 per
share). 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
<PAGE>8
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, unless the Participant is a broker, bank or nominee
participating in the Plan on behalf of one or more Beneficial Owners, in
which event the Minimum Investment and Maximum Investment amounts shall
apply with respect to each such Beneficial Owner on whose behalf a
Participant may be investing. Subject to the preceding sentence, 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.
o A Participant may determine whether a Threshold Price has been
established and its amount by telephoning CRIIMI MAE at (301) 816-
2300 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
<PAGE>9
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.
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 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
<PAGE>10
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.
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
21. What are the U.S. federal income tax consequences of participation in the
Plan?
The following summary of certain U.S. federal income and estate tax
consequences of the reinvestment of dividends pursuant to 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 and broker-dealers) 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. For purposes of this
discussion, a U.S. Holder is a Participant or Beneficial Owner that is
(i) a citizen or resident of the United States, (ii) a corporation or
partnership created or organized in the United States or under the laws of
the United States or of any state, or (iii) an estate or trust whose
income is includable in gross income for United States federal income tax
purposes regardless of its source. A Non-U.S. Holder is any Participant
or Beneficial Owner that is not a U.S. Holder. For purposes of the
withholding tax on dividends discussed below, a non-resident fiduciary of
an estate or trust will be considered a Non-U.S. Holder.
U.S. Holders. The reinvestment of dividends does not relieve the U.S.
Holder of any federal income tax which may be payable on such dividends.
Dividends paid with respect to Common Shares that are reinvested in Common
Shares purchased directly from CRIIMI MAE will be treated for federal
income tax purposes as having been received by the U.S. Holder 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. Dividends paid with respect to Common Shares that
are reinvested in Common Shares purchased on the open market will be
treated for federal income tax purposes as having been received by the
U.S. Holder in the form of a cash dividend. Accordingly, the actual
amount of cash provided by CRIIMI MAE that is used to purchase the Common
Shares on the open market (whether such cash is a payment of stated
dividends or an additional amount paid by CRIIMI MAE to allow the Common
Shares to be provided to the Holders at 98% of the average closing sales
price), plus (as discussed in more detail below) the amount of any
brokerage commissions paid by CRIMMI MAE with respect to the Common
Shares, will be treated as a dividend to the extent that CRIIMI MAE has
<PAGE>11
current or accumulated earnings and profits for federal income tax
purposes. U.S. Holders 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 payments.
Dividends in excess of current and accumulated earnings and profits, if
any, would not be taxable to a U.S. Holder to the extent that such
dividends do not exceed the adjusted basis of the U.S. Holder's Common
Shares. To the extent such dividends exceed the adjusted basis of a U.S.
Holder's Common Shares, they would be includable 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 U.S. Holder as long-term capital gain. A Form 1099-DIV
mailed to U.S. Holders 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 Stock 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.
<PAGE>12
The tax basis of Common Shares acquired directly from CRIIMI MAE pursuant
to the reinvestment of dividends under the Plan will be equal to the fair
market value of the Common Shares on the applicable date of purchase. The
tax basis of Common Shares acquired on the open market pursuant to the
reinvestment of dividends under the Plan will be equal to the actual
purchase price of the Common Shares provided to Holders pursuant to the
Plan plus the U.S. Holder 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 U.S. Holder'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 purchased
($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 payment of $100,
the taxable dividends resulting from the transaction would
have been $2.04 which represents the Plan's 2% discount
feature.
A U.S. Holder will not realize any taxable income when the U.S. Holder
receives certificates for Common Shares credited to the U.S. Holder's
account, either upon the U.S. Holder's request for such certificates
or upon withdrawal from or termination of the Plan. However, a U.S.
Holder may recognize gain or loss when Common Shares acquired under
the Plan are sold or exchanged or when U.S. Holders 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 U.S. Holder'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 for federal income tax purposes. In addition,
REITs should be able to include amounts deemed distributed as
dividends under such a plan for purposes of its dividends-paid
deduction.
Non-U.S. Holders. In general, distributions to a Non-U.S. Holder of
Common Shares which are not attributable to gain from the sale or
exchange of United States real property interests and are not
designated by CRIIMI MAE as capital gain dividends will be treated as
dividends of ordinary income (to the extent of earnings and profits)
for U.S. federal income tax purposes. Such distributions ordinarily
<PAGE>13
will be subject to withholding of U.S. federal income tax at a 30%
rate, unless such rate is reduced by an applicable income tax treaty.
Dividends that are effectively connected with such Non-U.S. Holder's
conduct of a trade or business in the United States or, if a tax
treaty applies, attributable to a permanent establishment in the
United States ("U.S. trade or business income") generally are subject
to U.S. federal income tax at regular rates (and, in the case of a
Non-U.S. Holder that is a corporation, under certain circumstances may
be subject to an additional branch profits tax at a 30% rate or such
lower rate as may be applicable under an income tax treaty), but are
not generally subject to the 30% withholding tax if the Non-U.S.
Holder files the appropriate form with the payer. If you are a Non-
U.S. Holder whose dividends are subject to United States income tax
withholding, the appropriate amount will be withheld and the remaining
balance will be used to purchase additional Common Shares.
Distributions by CRIIMI MAE which are not dividends out of earnings
and profits (as determined for U.S. federal income tax purposes)
should not be subject to U.S. withholding tax. Such distributions are
treated first as a tax-free return of capital to the Non-U.S. Holder
and reduce the tax basis of the Non-U.S. Holder's Common Shares by the
amount of such distribution (but not below zero). Distributions in
excess of the Non-U.S. Holder's tax basis are taxable as a sale or
exchange of Common Shares. If it cannot be determined at the time a
distribution is made whether or not such distribution will be in
excess of current and accumulated earnings and profits, the entire
amount of the distribution will be subject to withholding at the rate
applicable to dividends. However, the Non-U.S. Holder may seek a
refund of such amounts from the IRS if it is subsequently determined
that such distribution was, in fact, in excess of current and
accumulated earnings and profits of CRIIMI MAE. CRIIMI MAE does not
expect to pay dividends in excess of current and accumulated earnings
and profits.
Under the Foreign Investment in Real Property Tax Act of 1980
("FIRPTA"), for as long as CRIIMI MAE qualifies as a REIT, a
distribution made by CRIIMI MAE to a Non-U.S. Holder that is
attributable to gains from the sale or exchange of U.S. real property
interests generally will be taxable as U.S. trade or business income.
Therefore, in such circumstances, Non-U.S. Holders generally will be
taxed at the capital gain rates applicable to U.S. Holders (subject to
applicable alternative minimum tax and a special alternative minimum
tax in the case of nonresident alien individuals). Distributions
subject to FIRPTA also may be subject to a 30% branch profits tax in
the hands of a corporate Non-U.S. Holder (unless reduced or eliminated
by treaty). In addition, CRIIMI MAE will be required to withhold U.S.
tax equal to 35% of the amount of dividends that could have been
designated as capital gain dividends, but such requirement apparently
is limited to the amount of such gain that is attributable to the sale
or exchange of U.S. real property interests. The amount so withheld is
creditable against the U.S. federal income tax liability of such Non-
U.S. Holder and a refund may be available if the amount withheld
exceeds the U.S. federal income tax liability of the Non-U.S. Holder.
In order to obtain complete exemption from withholding with respect to
dividends, a Non-U.S. Holder must provide CRIIMI MAE in a timely
manner with either (i) an IRS Form 1001 stating that the Non-U.S.
Holder is entitled to a complete exemption under an applicable treaty,
or (ii) if such dividends are effectively connected income, an IRS
Form 4224. In order to obtain a partial exemption from withholding
with respect to dividends based on a treaty, a Non-U.S. Holder must
provide CRIIMI MAE in a timely manner with an IRS Form 1001, stating
that the Non-U.S. Holder is so entitled to such a reduced rate on
dividends paid. Such forms must be signed by the Non-U.S. Holder or
<PAGE>14
the Non-U.S. Holder s agent. A Non-U.S. Holder that is required to
submit a certification on Form 1001 or 4224 to avoid the imposition of
United States federal withholding tax with respect to a dividend on
Common Shares is required to submit such certification to CRIIMI MAE
as soon as practicable after the Non-U.S. Holder acquires such Common
Shares or a beneficial interest therein. If CRIIMI MAE does not
physically receive such certification by the date that is 10 days
prior to a dividend payment date, CRIIMI MAE may treat such
certification as ineffective with respect to any payment to such Non-
U.S. Holder and may withhold tax from such payment on such date. The
Non-U.S. Holder will be responsible for ensuring that all IRS Forms
are properly updated. If an IRS form provided by a Non-U.S. Holder is
not properly updated, CRIIMI MAE will commence withholding on the
dividend payment date on or following the date that such form becomes
no longer current.
In general, an individual who is a Non-U.S. Holder for U.S. estate tax
purposes will incur liability for U.S. federal estate tax if the fair
market value of the property included in such individual's taxable
estate for U.S. federal estate tax purposes exceeds the statutory
threshold amount. For these purposes, Common Shares owned or treated
as owned by an individual who is a Non-U.S. Holder (for U.S. estate
tax purposes) at the time of death will be included in the
individual's taxable estate for U.S. federal estate tax purposes,
unless an applicable estate tax treaty provides otherwise.
22. How are federal backup 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 (such as the taxpayer identification number
of the Holder), dividends on and proceeds from the sale of any Common
Shares held for your account are subject to federal backup
withholding, currently at the rate of 31%. Certain exempt
stockholders (including most corporations) are, however, exempt from
the above withholding requirements, provided that certain
certifications are made.
Any amounts withheld under the backup withholding rules from a payment
to a person would be allowed as a refund or a credit against that
person s United States federal income tax, provided that the required
information is furnished to the IRS. Furthermore, certain penalties
may be imposed by the IRS on a Holder who is required to supply
information but who does not do so in the proper manner.
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 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.
<PAGE>15
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 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
<PAGE>16
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 additional mortgage
investments, including uninsured and/or subordinated mortgage investments, (ii)
to sponsor and/or participate in collateralized mortgage obligation programs,
(iii) to make other investments and/or acquisitions relating to CRIIMI MAE's
mortgage business, (iv) to retire certain indebtedness of CRIIMI MAE and/or (iv)
for other general corporate purposes, including working capital. Pending their
use for the foregoing purposes, the net proceeds are expected to be invested in
short-term, interest-bearing accounts.
LEGAL MATTERS
Certain legal matters will be passed upon for CRIIMI MAE by Swidler &
Berlin, Chartered, 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>17
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.
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 and making payment by check for any fractional Common
Shares and uninvested funds held in the Participant's account, or (ii) continue
<PAGE>18
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 nor its
officers, directors, employees or any of their respective 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>19
==================================== ====================================
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 Dividend Reinvestment
reference in this Prospectus and, if and Stock Purchase Plan
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 CRIIMI MAE Inc.
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.
1,000,000 Common Shares
____________________
TABLE OF CONTENTS PROSPECTUS
____________________
Page
Available Information . . . . . . 3
Incorporation of Certain Documents
by Reference . . . . . . . . . . 3
CRIIMI MAE . . . . . . . . . . . 5
Description of Plan . . . . . . . 5
Use of Proceeds . . . . . . . . . 16
Legal Matters . . . . . . . . . . 16
Experts . . . . . . . . . . . . . 16
March 1, 1996
<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)
Agent 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
and officers, 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>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 regarding validity of securities being registered
***8 Tax Opinion (included in Exhibit 5)
23.1 Consent of Arthur Andersen LLP
***23.2 Consent (included in Exhibit 5)
**24.1 Power of Attorney (included on signature page)
24.2 Power of Attorney
**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.
*** Previously filed with Amendment No. 1 to the original
filing on September 23, 1994.
<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>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 1st day of March
1996.
CRIIMI MAE INC.
By: /s/ William B. Dockser
----------------------
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.
<PAGE>24
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ William B. Dockser
-------------------------- Chairman of the Board (Principal March 1, 1996
William B. Dockser Executive Officer and Director)
/s/ H. William Willoughby*
-------------------------- Director, President and Secretary March 1, 1996
H. William Willoughby
-------------------------- Director
Garrett G. Carlson
/s/ Larry H. Dale*
-------------------------- Director March 1, 1996
Larry H Dale
/s/ G. Richard Dunnells*
-------------------------- Director March 1, 1996
G. Richard Dunnells
-------------------------- Director
Robert F. Tardio
/s/ Cynthia O. Azzara*
-------------------------- Chief Financial Officer March 1, 1996
Cynthia O. Azzara (Principal Financial and
Accounting Officer)
* William B. Dockser, by signing his name hereto, signs this document on behalf
of each of the persons so indicated above pursuant to the powers of attorney
duly executed by such persons and filed with the Securities and Exchange
Commission.
/s/ William B. Dockser
--------------------------
William B. Dockser
Attorney-in-Fact
</TABLE>
<PAGE>25
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 regarding validity of securities being registered
***8 -Tax Opinion (included in Exhibit 5)
23.1 -Consent of Arthur Andersen LLP
***23.2 -Consent (included in Exhibit 5)
**24.1 -Power of Attorney (included on signature page)
24.2 Power of Attorney
**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.
*** Previously filed with Amendment No. 1 to the original
filing on September 23, 1994.
<PAGE>26
Exhibit 23.1
------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated February 14, 1996 included in CRIIMI MAE Inc.'s
Form 10-K for the year ended December 31, 1995, and to all references to our
Firm included in this Prospectus.
Washington, D.C.
March 1, 1996
<PAGE>27
Exhibit 24.2
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 CRIIMI MAE Inc. s
Registration Statement on Form S-3 (Commission File No. 33-55583), 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
- --------------------- Director __________, 1996
Garrett G. Carlson
/s/ Larry H. Dale
- ----------------- Director February 27, 1996
Larry H. Dale
- ------------------ Director _________, 1996
Robert F. Tardio <PAGE>
