<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
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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) 816-2300
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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. [X]
The aggregate market value of voting stock held by non-affiliates of the
Registrant as of July 15, 1996 was approximately $287,989,286 (based on the
closing price of Registrant's common stock on the New York Stock Exchange on
such date).
As of July 15, 1996, 30,400,983 shares of common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
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Form 10-K Parts Document
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I, II, III and IV 1995 Annual Report to Shareholders
III 1996 Notice of Annual Meeting of
Shareholders and Proxy Statement
<PAGE>3
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K
(a) List of documents filed as part of this report:
1 and 2. Financial Statements and Financial Statement Schedules
The following financial statements are incorporated herein by
reference in Item 8 from the indicated pages of the 1995 Annual Report
to Shareholders:
Page
Description Number(s)
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Consolidated Balance Sheets as of December 31,
1995 and 1994 52*
Consolidated Statements of Income for the
years ended December 31, 1995, 1994 and 1993
Consolidated Statements of Changes in 53*
Shareholders' Equity for the years ended
December 31, 1995, 1994 and 1993
Consolidated Statements of Cash Flows for the 54*
years ended December 31, 1995, 1994 and 1993
Notes to Consolidated Financial Statements 56 through 98*
The report of CRIIMI MAE's independent accountants with respect to the above
listed consolidated financial statements appears on page 51 of the 1995 Annual
Report to Shareholders.*
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All other financial statements and financial statement schedules have been
omitted since the required information is included in the financial statements
or the notes thereto, or is not applicable or required.
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*Refers to page numbers of original Form 10-K which was filed on February 22,
1996.
(a) 3. Exhibits (listed according to the number assigned in the table in
Item 601 of Regulation S-K)
Exhibit No. 3 - Articles of incorporation and bylaws.
d. Articles of Incorporation of CRIIMI MAE Inc. (Incorporated by
reference from Exhibit 3(d) to the Quarterly Report on Form 10-Q
for the quarter ended June 30, 1993).
e. Bylaws of CRIIMI MAE Inc. (Incorporated by reference from Exhibit
3(e) to the Quarterly Report on Form 10-Q for the quarter ended
June 30, 1993).
f. Agreement and Articles of Merger between CRIIMI MAE Inc. and CRI
Insured Mortgage Association, Inc. as filed with the Office of
the Secretary of the State of Delaware (Incorporated by
reference from Exhibit 3(f) to the Quarterly Report on Form 10-Q
for the quarter ended June 30, 1993).
g. Agreement and Articles of Merger between CRIIMI MAE Inc. and CRI
Insured Mortgage Association, Inc. as filed with the State
Department of Assessment and Taxation for the State of Maryland
(Incorporated by reference from Exhibit 3(g) to the Quarterly
Report on Form 10-Q for the quarter ended June 30, 1993).
h.* Articles of Incorporation of CRIIMI MAE Management, Inc.
i.* Bylaws of CRIIMI MAE Management, Inc.
j.* Articles of Incorporation of CRIIMI MAE Services, Inc. as a
Maryland Close Corporation.
k.* Bylaws of CRIIMI MAE Services, Inc.
l.* Third Amendment to Agreement of Limited Partnership of CRI/AIM
Investment Limited Partnership dated as of June 30, 1995 between
CRIIMI MAE Inc. and CRIIMI MAE Management, Inc.
<PAGE>5
m.* Fourth Amendment to Agreement of Limited Partnership of CRI/AIM
Investment Limited Partnership as of June 30, 1995 between CRIIMI
MAE Inc. and CRIIMI MAE Management, Inc.
n.* Limited Partnership Agreement of CRIIMI MAE Services Limited
Partnership effective as of June 1, 1995 between CRIIMI MAE
Management, Inc. and CRIIMI MAE Services, Inc.
o. Articles of Incorporation of CRIIMI MAE Financial Corporation
(Incorporated by reference from Exhibit 3.1 to the Form S-3
Registration Statement filed with the Securities and Exchange
Commission on September 12, 1995).
p. By-laws of CRIIMI MAE Financial Corporation (Incorporated by
reference from Exhibit 3.2 to the Form S-3 Registration Statement
Filed with the Securities and Exchange Commission on September
12, 1995).
q.* Articles of Incorporation of CRIIMI MAE Financial Corporation II.
r.* Bylaws of CRIIMI MAE Financial Corporation II.
s.* Articles of Incorporation of CRIIMI MAE Financial Corporation
III.
t.* Bylaws of CRIIMI MAE Financial Corporation III.
Exhibit No. 4 - Instruments defining the rights of security holders,
including indentures.
a. $85,000,000 Credit Agreement, and the exhibits thereto, dated as
of October 23, 1991, between CRI Insured Mortgage Association,
Inc., Signet Bank/Virginia and Westpac Banking Corporation
(Incorporated by reference from Exhibit 4(g) to the Annual Report
on Form 10-K for 1991).
b. Collateral Pledge Agreement, and the exhibits thereto, dated as
of December 31, 1991, between CRI Insured Mortgage Association,
Inc., Signet Bank/Virginia, Westpac Banking Corporation and
Chemical Bank (Incorporated by reference from Exhibit 4(h) to the
Annual Report on Form 10-K for 1991).
c. Temporary Global Note, dated as of December 31, 1991, in the
aggregate amount of $19,190,625 issued by the registrant
(Incorporated by reference from Exhibit 4(i) to the Annual Report
on Form 10-K for 1991).
d. $100,000,000 Amended and Restated Credit Agreement, and the
exhibits thereto, dated as of October 23, 1991 and Amended
December 22, 1992, between CRI Insured Mortgage Association,
Inc., Signet Bank/Virginia and Westpac Banking Corporation
(Incorporated by reference from Exhibit 4(d) to the Annual Report
on Form 10-K for 1992).
e. Amended and Restated Collateral Pledge Agreement, and the
exhibits thereto, dated as of December 31, 1991 and amended and
restated as of December 29, 1992, between CRI Insured Mortgage
Association, Inc. and Chemical Bank (Incorporated by reference
from Exhibit 4(e) to the Annual Report on Form 10-K for 1992).
f. Amended and Restated Letter of Credit and Reimbursement Agreement
and the exhibits thereto, dated as of February 9, 1993 between
CRI Funding Corporation, Canadian Imperial Bank of Commerce New
York Agency and National Australia Bank Limited, New York Branch
<PAGE>6
(Incorporated by reference from Exhibit 4(f) to the Annual Report
on Form 10-K for 1992).
g. Amended and Restated Guaranty, dated as of February 9, 1993
between CRI Insured Mortgage Association, Inc., Canadian Imperial
Bank of Commerce New York Agency and National Australia Bank
Limited, New York Branch (Incorporated by reference from Exhibit
4(g) to the Annual Report on Form 10-K for 1992).
h. Amended and Restated Loan Agreement and the exhibits thereto,
dated as of February 9, 1993 between CRI Insured Mortgage
Association, Inc. and CRI Funding Corporation (Incorporated by
reference from Exhibit 4(h) to the Annual Report on Form 10-K for
1992).
i. Second Amended and Restated Security Agreement and the exhibits
thereto, dated as of February 9, 1993 between CRI Insured
Mortgage Association, Inc., Canadian Imperial Bank of Commerce
New York Agency and Chemical Bank (Incorporated by reference from
Exhibit 4(i) to the Annual Report on Form 10-K for 1992).
j. Committed Master Repurchase Agreement between Nomura Securities
International, Inc. and CRI Insured Mortgage Association, Inc.
dated April 30, 1993 (Incorporated by reference from Exhibit 4(j)
to the Quarterly Report on Form 10-Q for the quarter ended June
30, 1993).
k. Committed Master Repurchase Agreement Governing Purchases and
Sales of Participation Certificates between Nomura Asset Capital
Corporation and CRI Insured Mortgage Association, Inc. dated
April 30, 1993 (Incorporated by reference from Exhibit 4(k) to
the Quarterly Report on Form 10-Q for the quarter ended June 30,
1993).
l. Committed Master Repurchase Agreement between Nomura Securities
International, Inc. and CRIIMI MAE Inc. dated November 30, 1993
(incorporated by reference from Exhibit 4(j) to the Annual Report
on Form 10-K for the year ended December 31, 1993).
m. Committed Master Repurchase Agreement Governing Purchases and
Sales of Participation Certificates between Nomura Asset Capital
Corporation and CRIIMI MAE Inc. dated November 30, 1993
(incorporated by reference from Exhibit 4(m) to the Annual Report
on Form 10-K for the year ended December 31, 1993).
n. Extension and Amendment Agreement between CRI Funding
Corporation, CRIIMI MAE Inc., Canadian Imperial Bank of Commerce
New York Agency, National Australia Bank Limited, New York
Branch, and The Fuji Bank, Ltd., New York Branch dated January
25, 1994 (incorporated by reference from Exhibit 4(n) to the
Annual Report on Form 10-K for the year ended December 31, 1993).
o. Settlement Agreement between Alex J. Meloy, Trustee of the Harry
Meloy Family Trust and Alan J. Hunken, Trustee of the Alan J.
Hunken Retirement Plan, individually and in their capacities as
representatives of certain plaintiff classes in Alex J. Meloy, et
al., v. CRI Liquidating REIT, Inc., et al., and (ii) CRI
Liquidating REIT, Inc.; CRIIMI MAE Inc.; C.R.I., Inc.; William B.
Dockser; Martin C. Schwartzberg, and H. William Willoughby dated
September 24, 1993 (incorporated by reference from Exhibit 4(o)
to the Annual Report on Form 10-K for the year ended December 31,
1993).
p. Dividend Reinvestment and Stock Purchase Plan between CRIIMI MAE
<PAGE>7
Inc. and shareholders (incorporated by reference from the
registration statement on Form S-3 filed September 22, 1994).
q. Revolving Credit Facility between CRIIMI MAE Inc. and CIBC, Inc.
dated February 28, 1994 (Incorporated by reference from Exhibit
4(q) to the Annual Report on Form 10-K for the year ending
December 31, 1994).
r. Amendment Agreement No. 1 to the Revolving Credit Facility among
CRIIMI MAE Inc., CIBC, Inc., National Australia Bank Limited,
Signet Bank, The Fuji Bank, Bank Hapoalim and Canadian Imperial
Bank of Commerce dated June 1, 1994 (Incorporated by reference
from Exhibit 4(r) to the Annual Report on Form 10-K for the year
ending December 31, 1994).
s. Amendment Agreement No. 2 to the Revolving Credit Facility among
CRIIMI MAE Inc., CIBC, Inc., National Australia Bank Limited,
Signet Bank, The Fuji Bank, Bank Hapoalim and Canadian Imperial
Bank of Commerce dated December 9, 1994 (Incorporated by
reference from Exhibit 4(s) to the Annual Report on Form 10-K for
the year ending December 31, 1994).
t. Amendment Terminating Intercreditor Agreement, dated as of
February 28, 1994 among Canadian Imperial Bank of Commerce,
National Australia Bank Limited, The Fuji Bank, Limited, CRI
Funding Corporation, Nomura Asset Capital Corporation, Nomura
Securities International, Signet Bank, Westpac Banking
Corporation, ASLK-CGER Bank and CRIIMI MAE Inc. (Incorporated by
reference from Exhibit 4(t) to the Annual Report on Form 10-K for
the year ending December 31, 1994).
u. Amendment to the committed Master Repurchase Agreement among
Nomura Securities International, Inc., Nomura Asset Capital
Corporation and CRIIMI MAE Inc. dated December 12, 1994
(Incorporated by reference from Exhibit 4(u) to the Annual Report
on Form 10-K for the year ending December 31, 1994).
v. Master Collateral Security and Netting Agreement dated as of
December 12, 1994 among Nomura Securities International, Inc.,
Nomura Asset Capital Corporation, and CRIIMI MAE Inc.
(Incorporated by reference from Exhibit 4(v) to the Annual Report
on Form 10-K for the year ending December 31, 1994).
w. Amendment to the committed Master Repurchase Agreement among
Nomura Securities International, Inc., Nomura Asset Capital
Corporation and CRIIMI MAE Inc. dated January 19, 1995
(Incorporated by reference from Exhibit 4(x) to the Annual Report
on Form 10-K for the year ending December 31, 1994).
x. Letter Agreement among Nomura Securities International, Inc.,
Nomura Asset Capital Corporation and CRIIMI MAE Inc. dated as of
December 20, 1994 (Incorporated by reference from Exhibit 4(w) to
the Annual Report on Form 10-K for the year ending December 31,
1994).
y. Side letter to the Master Repurchase Agreement dated as of
January 27, 1995 between CRIIMI MAE Inc. and German American
Capital Corporation (Incorporated by reference from Exhibit 4(ll)
to the Annual Report on Form 10-K for the year ending December
31, 1994).
z. Amendment 4 to the $100,000,000 Amended and Restated Credit
Agreement dated April 28, 1994 among CRIIMI MAE Inc., Signet Bank
and ASLK-CGER Bank (Incorporated by reference from Exhibit 4(dd)
<PAGE>8
to the Annual Report on Form 10-K for the year ending December
31, 1994).
aa. Amendment 5 to the $100,000,000 Amended and Restated Credit
Agreement dated December 9, 1994 among CRIIMI MAE Inc., Signet
Bank and ASLK-CGER Bank (Incorporated by reference from Exhibit
4(ee) to the Annual Report on Form 10-K for the year ending
December 31, 1994).
bb. Commitment letter between CRIIMI MAE Inc. and German American
Capital Corporation dated January 19, 1995 (Incorporated by
reference from Exhibit 4(hh) to the Annual Report on Form 10-K
for the year ending December 31, 1994).
cc. Committed Master Repurchase Agreement covering Purchases and
Sales of Participation Certificates between German American
Capital Corporation and CRIIMI MAE Inc. dated January 23, 1995
(Incorporated by reference from Exhibit 4(ii) to the Annual
Report on Form 10-K for the year ending December 31, 1994).
dd. Committed Master Repurchase Agreement between German American
Capital Corporation and CRIIMI MAE Inc. dated January 23, 1995
(Incorporated by reference from Exhibit 4(jj) to the Annual
Report on Form 10-K for the year ending December 31, 1994).
ee. Amendment dated January 24, 1995 to the Commitment Letters
between CRIIMI MAE Inc., Nomura Securities International, Inc.
and Nomura Asset Capital Corporation (Incorporated by reference
from Exhibit 4(y) to the Annual Report on Form 10-K for the year
ending December 31, 1994).
ff. Side letter to the Master Repurchase Agreement dated as of
January 23, 1995 between CRIIMI MAE Inc. and German American
Capital Corporation (Incorporated by reference from Exhibit 4(kk)
to the Annual Report on Form 10-K for the year ending December
31, 1994).
gg. First Amendment to Amended and Restated Credit Agreement dated as
of April 29, 1993 among CRIIMI MAE Inc., Signet Bank and WESTPAC
Banking Corporation (Incorporated by reference from Exhibit 4(z)
to the Annual Report on Form 10-K for the year ending December
31, 1994).
hh. Second Amendment to Amended and Restated Credit Agreement dated
as of June 30, 1993 among CRIIMI MAE Inc., Signet Bank and
WESTPAC Banking Corporation (Incorporated by reference from
Exhibit 4(aa) to the Annual Report on Form 10-K for the year
ending December 31, 1994).
ii. Third Amendment to Amended and Restated Credit Agreement dated as
of September 14, 1993 between CRIIMI MAE Inc., Signet Bank and
WESTPAC Banking Corporation (Incorporated by reference from
Exhibit 4(bb) to the Annual Report on Form 10-K for the year
ending December 31, 1994).
jj.* Credit Agreement dated as of February 24, 1995 between CRIIMI MAE
Inc. and The Riggs National Bank of Washington, D.C.
kk.* Collateral Pledge Agreement dated as of February 24, 1995 between
CRIIMI MAE Inc. and The Riggs National Bank of Washington, D.C.
ll.* Letter of Agreement dated March 30, 1995 concerning the Amended
and Restated Credit Agreement among CRIIMI MAE Inc., Signet
Bank/Virginia and ASLK-CGER Bank, Grand Cayman Branch.
<PAGE>9
mm.* Sixth Amendment dated March 31, 1995 to the Amended and Restated
Credit Agreement among CRIIMI MAE Inc. and Signet Bank/Virginia
and the First Amendment dated March 31, 1995 to the Amended and
Restated Collateral Pledge Agreement.
nn.* Amendment Agreement Number Three dated June 5, 1995 among CRIIMI
MAE Inc., CIBC, Inc., National Australia Bank Limited, New York
Branch, Signet Bank/Virginia, The Fuji Bank, LTD., New York
Branch, Bank Hapoalim B.M. and Canadian Imperial Bank of
Commerce, New York Agency.
oo.* Installment Note dated June 30, 1995 between CRIIMI MAE Services,
Inc. and CRI/AIM Management, Inc.
pp.* Installment Note dated June 30, 1995 between CRIIMI MAE Services,
Inc. and CRICO Mortgage Company, Inc.
qq.* $9,100,000 Credit Agreement dated as of June 30, 1995 between
CRIIMI MAE Management, Inc. and Signet Bank/Virginia.
rr.* Loan Note dated June 30, 1995 between CRIIMI MAE Management, Inc.
and Signet Bank/Virginia.
ss.* Modification of Interest Rate dated August 22, 1995 for the
Credit Agreement Dated as of June 30, 1995 between CRIIMI MAE
Management, Inc. and Signet Bank/Virginia.
tt.* Guaranty dated June 30, 1995 entered into by CRIIMI MAE Inc. in
favor of and for the benefit of Signet Bank/Virginia.
uu. Form of Underwriting Agreement for Bonds (Incorporated by
reference from Exhibit 1 to the S-3 Registration Statement filed
with the Securities and Exchange Commission on September 12,
1995).
vv. Form of Indenture between CRIIMI MAE Financial Corporation and
the trustee (Incorporated by reference from Exhibit 4.1 to the S-
3 Registration Statement filed with the Securities and Exchange
Commission on September 12, 1995).
ww. Form of Bond (Incorporated by reference to Exhibit 4.2 to the S-3
Registration Statement filed with the Securities and Exchange
Commission on September 12, 1995).
xx.* Amendment Agreement Number Four dated September 20, 1995 among
CRIIMI MAE Inc., CIBC, Inc., National Australia Bank Limited, New
York Branch, Signet Bank/Virginia, The Fuji Bank, LTD., New York
Branch, Bank Hapoalim B.M. and Canadian Imperial Bank of
Commerce, New York Agency.
yy.* First Amendment to Guaranty dated September 21, 1995 entered into
by CRIIMI MAE Inc., in favor of and for the benefit of Signet
Bank/ Virginia.
zz.* Second Amendment to Guaranty dated September 21, 1995 entered
into by CRIIMI MAE Inc., in favor of and for the benefit of
Signet Bank/ Virginia.
aaa.* Seventh Amendment to the Amended and Restated Credit Agreement
dated September 21, 1995 among CRIIMI MAE Inc. and Signet
Bank/Virginia.
bbb.* Seven Percent Funding Note due September 17, 2031 dated September
22, 1995 between CRIIMI MAE Financial Corporation II and the
<PAGE>10
Federal Home Loan Mortgage Corporation.
ccc.* Funding Note Purchase and Security Agreement dated as of
September 22, 1995 among the Federal Home Loan Mortgage
Corporation, CRIIMI MAE Inc. and CRIIMI MAE Financial Corporation
II.
ddd.* Assignment and Agreement dated as of September 22, 1995 between
CRIIMI MAE Inc. and CRIIMI MAE Financial Corporation II.
eee.* Second Amendment to Credit Agreement dated as of September 22,
1995 between CRIIMI MAE Inc. and The Riggs National Bank of
Washington, D.C..
fff.* Eighth Amendment to the Amended and Restated Credit Agreement
dated December 5, 1995 among CRIIMI MAE Inc. and Signet
Bank/Virginia.
ggg.* Third Amendment to Credit Agreement dated as of December 7, 1995
between CRIIMI MAE Inc. and The Riggs National Bank of
Washington, D.C..
hhh.* Amendment to the Commitment Letter dated as of March 28, 1995 by
and among Nomura Securities International, Inc., Nomura Asset
Capital Corporation and CRIIMI MAE Inc.
iii.* Amendment to the Commitment Letter dated as of June 14, 1995 by
and among Nomura Securities International, Inc., Nomura Asset
Capital Corporation and CRIIMI MAE Inc.
jjj.* Amendment to the Commitment letter dated as of September 20, 1995
by and among Nomura Securities International, Inc., Nomura Asset
Capital Corporation and CRIIMI MAE Inc.
kkk.* Amendment to the Commitment Letter dated as of December 1, 1995
by and among Nomura Securities International, Inc., Nomura Asset
Capital Corporation and CRIIMI MAE Inc.
lll.* Funding Note dated December 15, 1995 between CRIIMI MAE Financial
Corporation III and the Federal National Mortgage Association.
mmm.* Assignment and agreement dated as of the 15th day of December,
1995, by and between CRIIMI MAE Inc. and CRIIMI MAE Financial
Corporation III.
nnn.* Funding Note Issuance and Security Agreement dated as of December
15, 1995 among Federal National Mortgage Association, CRIIMI MAE
Inc. and CRIIMI MAE Financial Corporation III.
ooo.* First Amendment to Commitment Letter between German American
Capital Corporation and CRIIMI MAE Inc. as of June 20, 1995.
ppp.* Letter of Consent to the proposed merger from German American
Capital Corporation to CRIIMI MAE Inc. dated June 20, 1995.
qqq.* Letter of compliance waiver from German American Capital
Corporation to CRIIMI MAE Inc. dated September 19, 1995.
rrr.* Letter of consent to asset pledge by CRIIMI MAE Inc. from German
American Capital Corporation dated December 13, 1995.
sss. Option agreement between CRIIMI MAE Inc. and William B. Dockser
(Incorporated by reference from Exhibit No. 4(a) to the
registration statement on Form S-8 filed January 16, 1996).
<PAGE>11
ttt. Option agreement between CRIIMI MAE Inc. and H. William
Willoughby (Incorporated by reference from Exhibit No. 4(b) to
the registration statement on Form S-8 filed January 16, 1996).
uuu. CRIIMI MAE's Amended and Restated Stock Option Plan for key
employees (Incorporated by reference from Exhibit No. 4(c) to the
registration statement on Form S-8 filed January 16, 1996).
vvv. Form of Option Agreement for Cynthia O. Azzara, Frederick J.
Burchill, Jay R. Cohen and Deborah A. Linn (Incorporated by
reference from Exhibit No. 4(d) to the registration statement on
Form S-8 filed January 16, 1996).
www. Form of Option Agreement for other key employees (Incorporated by
reference from Exhibit No. 4(e) to the registration statement on
Form S-8 filed January 16, 1996).
Exhibit No. 10 - Material contracts.
a. Revised Form of Advisory Agreement. (Incorporated by reference
from Exhibit No. 10.2 to the Registration Statement).
b.* Employment and Non-Competition Agreement dated April 20, 1995
between CRIIMI MAE Management, Inc. and William B. Dockser.
c.* Allonge to Amended and Restated Promissory Note dated as of June
23, 1995 between C.R.I., Inc and CRI/AIM Management, Inc.
d.* Administrative Services Agreement dated June 30, 1995 between
CRIIMI MAE Inc. and C.R.I., Inc.
e.* Asset Purchase Agreement dated as of June 30, 1995 among CRICO
Mortgage Company, Inc., CRIIMI MAE Services, Inc., William B.
Dockser and H. William Willoughby.
f.* Asset Purchase Agreement dated as of June 30, 1995 among CRI/AIM
Management, Inc., CRIIMI MAE Services, Inc., William B. Dockser
and H. William Willoughby.
g.* The CRIIMI MAE Management, Inc. Executive Deferred Compensation
Trust Agreement dated June 30, 1995 between CRIIMI MAE
Management, Inc. and Richard J. Palmer.
h.* Sublease dated June 30, 1995 between C.R.I., Inc. and CRIIMI MAE
Inc.
i.* Articles of Merger merging CRI Acquisition, Inc., CRICO Mortgage
Company, Inc. and CRI/AIM Management, Inc. into CRIIMI MAE
Management, Inc.
j.* Reimbursement Agreement dated as of June 30, 1995 between CRIIMI
MAE Management, Inc. and C.R.I., Inc.
k.* Certificate of Merger dated June 30, 1995 merging CRICO Mortgage
Company, Inc., CRI/AIM Management, Inc. and CRI Acquisition, Inc.
into CRIIMI MAE Management, Inc.
l.* Asset Purchase Agreement dated as of June 30, 1995 among C.R.I.,
Inc., CRI Acquisition, Inc. and William B. Dockser and H. William
Willoughby.
m.* Employment and Non-Competition Agreement dated June 30, 1995
between CRIIMI MAE Management, Inc. and Cynthia O. Azzara.
<PAGE>12
n.* Employment and Non-Competition Agreement dated June 30, 1995
between CRIIMI MAE Management, Inc. and Frederick J. Burchill.
o.* Employment and Non-Competition Agreement dated June 30, 1995
between CRIIMI MAE Management, Inc. and Jay R. Cohen.
p.* Employment and Non-Competition Agreement dated June 30, 1995
between CRIIMI MAE Management, Inc. and Deborah A. Linn.
q.* Employment and Non-Competition Agreement dated June 30, 1995
between CRIIMI MAE Management, Inc. and H. William Willoughby.
Exhibit No. 13* - Annual Report to security holders, Form 10-Q or Quarterly
Report to security holders.
1995 Annual Report to Shareholders.
Exhibit No. 21 - Subsidiaries of the registrant.
CRI Liquidating REIT, Inc., incorporated in the state of Maryland.
CRIIMI, Inc., incorporated in the state of Maryland.
CRIIMI MAE Financial Corporation, incorporated in the state of
Maryland.
CRIIMI MAE Financial Corporation II, incorporated in the state of
Maryland.
CRIIMI MAE Financial Corporation III, incorporated in the state of
Maryland.
CRIIMI MAE Management, Inc., incorporated in the state of Maryland.
Exhibit No. 23 - Consents of Experts and Counsel
a. Consent of Arthur Andersen LLP
*Exhibit No. 27 - Financial Data Schedule
*a. Financial Data Schedule
---------------
*Previously filed with the original filing on February 22, 1996.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the registrant during
the fourth quarter of 1995.
(c) Exhibits
The list of Exhibits required by Item 601 of Regulation S-K is
included in Item (a)(3) above.
(d) Financial Statement Schedules
See Item (a) 1 and 2 above.
<PAGE>13
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.
July 18, 1996 /s/ William B. Dockser
- ------------------------- -----------------------
DATE William B. Dockser
Chairman of the Board and
Principal Executive Officer
<PAGE>14
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:
July 18, 1996 /s/ William B. Dockser
- ------------------------- -------------------------
William B. Dockser
Chairman of the Board and
Principal Executive Officer
July 18, 1996
- ------------------------- -------------------------
DATE H. William Willoughby
Director, President and
Secretary
July 18, 1996 /s/ Cynthia O. Azzara
- ------------------------- -------------------------
DATE Cynthia O. Azzara
Senior Vice President, Chief
Financial Officer and Principal
Accounting Officer
July 18, 1996
- ------------------------- ---------------------------
DATE Garrett G. Carlson, Sr.
Director
July 18, 1996
- ----------------- -------------------------
DATE Larry H. Dale
Director
July 18, 1996
- ------------------------- -------------------------
DATE G. Richard Dunnells
Director
July 18, 1996
- ------------------------- -------------------------
DATE Robert F. Tardio
Director
<PAGE>15
CROSS REFERENCE SHEET
The item numbers and captions in Parts I, II, III and IV hereof and
the page and/or pages in the referenced materials where the corresponding
information appears are as follows:
<TABLE><CAPTION>
Item Referenced Materials Page
- ---- -------------------- ---------------
<S> <C> <C>
3. Legal Proceedings 1995 Annual Report 96 through 97*
5. Market for the Registrant's 1995 Annual Report 32 through 33*
Common Stock and Related
Stockholder Matters
6. Selected Financial Data 1995 Annual Report 30 through 32*
7. Management's Discussion and 1995 Annual Report 34 through 50*
Analysis of Financial
Condition and Results of
Operations
8. Financial Statements, 1995 Annual Report 51 through 98*
including Auditors'
Report, and Supplementary
Data
11. Executive Compensation 1995 Annual Report 68 through 71*
13. Certain Relationships and 1995 Annual Report 68 through 71*
Related Transactions
14. Exhibits, Financial State- 1995 Annual Report
ment Schedules, and Reports
on Form 8-K
- -----------------
*Refers to page number of original Form 10-K which was filed on February 22, 1996.
</TABLE>
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EXHIBIT INDEX
Exhibit
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(3)h* Articles of Incorporation of CRIIMI MAE Management, Inc.
(3)i* Bylaws of CRIIMI MAE Management, Inc.
(3)j* Articles of Incorporation of CRIIMI MAE Services, Inc. as a
Maryland Close Corporation.
(3)k* Bylaws of CRIIMI MAE Services, Inc.
(3)l* Third Amendment to Agreement of Limited Partnership of CRI/AIM
Investment Limited Partnership.
(3)m* Fourth Amendment to Agreement of Limited Partnership of CRI/AIM
Investment Limited Partnership between CRIIMI MAE Inc. and CRIIMI
MAE Management, Inc.
(3)n* Limited Partnership Agreement of CRIIMI MAE Services Limited
Partnership.
(3)q* Articles of Incorporation of CRIIMI MAE Financial Corporation II.
(3)r* Bylaws of CRIIMI MAE Financial Corporation II.
(3)s* Articles of Incorporation of CRIIMI MAE Financial Corporation
III.
(3)t* Bylaws of CRIIMI MAE Financial Corporation III.
(4)jj* Credit Agreement between CRIIMI MAE Inc. and The Riggs National
Bank of Washington, D.C.
(4)kk* Collateral Pledge Agreement between CRIIMI MAE Inc. and The Riggs
National Bank of Washington, D.C.
(4)ll* Letter of Agreement concerning the Amended and Restated Credit
Agreement among CRIIMI MAE Inc., Signet Bank/Virginia and ASLK-
CGER Bank, Grand Cayman Branch.
(4)mm* Sixth Amendment to the Amended and Restated Credit Agreement
among CRIIMI MAE Inc. and Signet Bank/Virginia and the First
Amendment to the Amended and Restated Collateral Pledge
Agreement.
<PAGE>17
(4)nn* Amendment Agreement Number Three among CRIIMI MAE Inc., CIBC,
Inc., National Australia Bank Limited, New York Branch, Signet
Bank/Virginia, The Fuji Bank, LTD., New York Branch, Bank
Hapoalim B.M. and Canadian Imperial Bank of Commerce, New York
Agency.
(10)f* Asset Purchase Agreement among CRI/AIM Management, Inc., CRIIMI
MAE Services, Inc., William B. Dockser and H. William Willoughby.
(10)g* The CRIIMI MAE Management, Inc. Executive Deferred Compensation
Trust Agreement between CRIIMI MAE Management, Inc. and Richard
J. Palmer.
(10)h* Sublease between C.R.I., Inc. and CRIIMI MAE Inc.
(10)i* Articles of Merger merging CRI Acquisition, Inc., CRICO Mortgage
Company, Inc. and CRI/AIM Management, Inc. into CRIIMI MAE
Management, Inc.
(10)j* Reimbursement Agreement between CRIIMI MAE Management, Inc. and
C.R.I., Inc.
(10)k* Certificate of Merger merging CRICO Mortgage Company, Inc.,
CRI/AIM Management, Inc. and CRI Acquisition, Inc. into CRIIMI
MAE Management, Inc.
(10)l* Asset Purchase Agreement among C.R.I., Inc., CRI Acquisition,
Inc. and William B. Dockser and H. William Willoughby.
(10)m* Employment and Non-Competition Agreement between CRIIMI MAE
Management, Inc. and Cynthia O. Azzara.
(10)n* Employment and Non-Competition Agreement between CRIIMI MAE
Management, Inc. and Frederick J. Burchill.
(10)o* Employment and Non-Competition Agreement between CRIIMI MAE
Management, Inc. and Jay R. Cohen.
(10)p* Employment and Non-Competition Agreement between CRIIMI MAE
Management, Inc. and Deborah A. Linn.
(10)q* Employment and Non-Competition Agreement between CRIIMI MAE
Management, Inc. and H. William Willoughby.
23. Consent of Arthur Andersen LLP
27.* Financial Data Schedule
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*Previously filed with the original filing on February 22, 1996.
<PAGE>18
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in Registration Statement File No. 33-54267 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 such
Registration Statement File No. 33-54267.
Washington, D.C.
July 16, 1996<PAGE>
