SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) December 3, 1996
CRIIMI MAE Inc.
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(Exact name of registrant as specified in its charter)
Maryland 1-10360 52-1622022
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(State or other jurisdiction (Commission File Number) (I.R.S Employer
of incorporation) Identification No.)
11200 Rockville Pike, Rockville, Maryland 20852
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(Address of principal executive office) (Zip code)
Registrant's telephone number including area code (301) 816-2300
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(Former name or former address, if changed since last report)
Exhibit Index on Page 4 <PAGE>
<PAGE> 01
Item 5. Other Events.
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CRIIMI MAE Inc.(the "Company") has issued, pursuant to its registration
statement on Form S-3 filed with the Securities and Exchange Commission on
July 13, 1994 (Commission File Number 33-54267), as amended by Post-Effective
Amendment No. 1 thereto dated February 1, 1996 (the "Registration Statement"),
and as supplemented by a Prospectus Supplement thereto dated December 3, 1996
(the "Prospectus Supplement"), 75,000 shares of Series A Cumulative
Convertible Preferred Stock of the Company, $.01 par value per share (the
"Preferred Shares"), at an aggregate price to public of $7,500,000. The
Preferred Shares were placed with a single European institutional investor
pursuant to the terms of that certain Preferred Stock Purchase Agreement,
which is incorporated in its entirety by reference in response to this Item 5.
The Preferred Shares were issued pursuant to the exercise of an option which
the Company acquired in June 1996 for $75,000. In connection with this
offering, the Company paid an additional $75,000 (equal to $1.00 per Preferred
Share) to exercise such put option. The Company issued a press release on
December 4, 1996 concerning the issuance of the Preferred Shares, a copy of
which is attached hereto as Exhibit 99.1, and is incorporated in its entirety
by reference in response to this Item 5.
The terms and provisions of the Preferred Shares are set forth in the
Articles Supplementary to the Articles of Incorporation of the Company, which
is incorporated in its entirety by reference in response to this Item 5.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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c) Exhibits
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4.1* Form of Articles Supplementary with respect to Preferred Shares
4.2* Form of specimen certificate representing Preferred Shares
10.1* Form of Preferred Stock Purchase Agreement
99.1 Press Release
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* Incorporated by reference to the Registrant's Current Report on Form
8-K filed with the Commission on July 2, 1996.
Page 2<PAGE>
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CRIIMI MAE Inc.
Date: December 6, 1996 By: /s/ H. William Willoughby
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H. William Willoughby
President
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INDEX TO EXHIBITS
FORM 8-K
Page
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4.1* Form of Articles Supplementary with respect to Preferred Shares
4.2* Form of specimen certificate representing Preferred Shares
10.1* Form of Preferred Stock Purchase Agreement
99.1 Press Release 5
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* Incorporated by reference to the Registrant's Current Report on Form 8-K
filed with the Commission on July 2, 1996.
Page 4
Exhibit 99.1
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Contact: Susan B. Railey
for shareholders & securities brokers
310-468-3120
Andrew P. Blocher
for institutional investors
301-231-0371
James T. Pastore FOR IMMEDIATE RELEASE
for news media
202-546-6451
CRIIMI MAE sells preferred stock and uses proceeds to acquire CMBS
ROCKVILLE, MD, Dec. 4, 1996 -- (NYSE:CMM) -- CRIIMI MAE Inc., the largest
commercial mortgage company structured as a REIT, has issued and sold 75,000
shares of Series A Cumulative Convertible Preferrred Stock at $100 a share,
raising gross proceeds of $7.5 million. The net proceeds from the stock sale
were combined with other equity and debt to acquire $79.9 million of
subordinated commercial mortgage-backed securities (CMBS).
Chairman William B. Dockser said, "The transactions that we've closed in the
past few weeks have successfully accomplished several objectives of CRIIMI
MAE s business plan for 1996 and will contribute to our effort to enhance
recurring earnings."
Mr. Dockser said, "This latest acquisition brings our holdings of subordinated
CMBS to more than $560 million. In addition, by being named special servicer
for the entire $1.1 billion mortgage pool backing this latest CMBS
transaction, CRIIMI MAE now performs servicing functions on a portfolio of
over $6 billion."
CRIIMI MAE issued the preferred shares after exercising a put option the
company had purchased from a European institutional investor in July. The
preferred shares are convertible to common shares subject to certain
restrictions.
CRIIMI MAE Inc. is a full-service commercial mortgage company structured as a
self-administered REIT. By investing in mortgages and mortgage-related
investments, CRIIMI MAE provides financing for multifamily housing and other
types of commercial real estate.
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