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): October 1, 1997
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 (I.R.S. Employer
of incorporation) File Number) 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>
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Item 5. Other Events.
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CRIIMI MAE Inc. (the "Company") has issued and sold to certain institutional
investors, pursuant to its registration statement on Form S-3 filed with the
Securities and Exchange Commission on June 9, 1997 (Commission File Number
333-28823) (the "Registration Statement"), as supplemented by a Prospectus
Supplement thereto dated October 1, 1997 (the "Prospectus Supplement"),
1,236,000 shares of the Company's Common Stock, $.01 par value per share (the
"Common Shares"), at an offering price of $16.25 per share, for an aggregate
price to the public of $20,085,000. The placement agent received a placement
fee of $251,063 in connection with the sale. Closing on the sale is scheduled
to occur on October 3, 1997.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
c) Exhibits
8.1 Opinion of Counsel re Tax Matters
99.1 Press Release
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SIGNATURES
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: October 3, 1997 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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8.1 Opinion of Counsel re Tax Matters
99.1 Press Release
[LETTERHEAD OF SWIDLER & BERLIN, CHARTERED]
September 30, 1997
CRIIMI MAE Inc.
11200 Rockville Pike
Rockville, MD 20852
RE: Sale of Securities Pursuant to Shelf Registration Statement
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Gentlemen:
We have examined a copy of the Registration Statement on Form S-3 filed
with the Securities and Exchange Commission on June 9, 1997 (Commission File
Number 333-28823) (the "Registration Statement"), as well as the Prospectus
dated June 6, 1997 included therein (the "Prospectus"), of CRIIMI MAE Inc., a
Maryland corporation (the "Company"), for the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of the sale of an
indeterminate number of shares of the Company's common stock, par value $.01
per share, the Company's preferred stock, par value $.01 per share, the
Company's debt securities and the Company's warrants (collectively, the
"Securities") pursuant to the Registration Statement and the Prospectus
Supplements thereto dated September 22, 1997 and October 1, 1997 (the
"Prospectus Supplements"). We have also examined the Company's Articles of
Incorporation, as amended, and such other corporate records, including
resolutions of the Company's Board of Directors, and such other documents as
we have deemed necessary in order to express the opinions set forth below. In
our examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity
to all originals of all documents submitted to us as copies. The opinions set
forth in this letter also are premised on certain written representations of
the Company and CRI Liquidating REIT contained in a letter to us dated
September 30, 1997. Capitalized terms used in this opinion letter and not
otherwise defined are as defined in the Registration Statement.
In rendering our opinion, we have considered the applicable provisions of
the Internal Revenue Code of 1986, as amended, (the "Code"), Treasury
regulations promulgated thereunder ("Treasury Regulations"), relevant judicial
authorities, rulings of the United States Internal Revenue Service ("IRS"),
and such other authorities as we deemed relevant. The Code, Treasury
Regulations, judicial decisions, rulings and other authorities are subject to
change at any time and with either prospective or retroactive effect. A
change in any of the authorities upon which our opinion is based <PAGE>
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could affect our conclusions. Moreover, relevant laws could change in a
manner that could adversely affect the Company or its stockholders. We have
no obligation to inform you of any such change in the law. We have not been
requested to opine, and we have not opined, as to any issues other than those
expressly set forth herein.
Based upon and subject to the foregoing, it is our opinion that (1) the
Company was organized and has operated in conformity with the requirements for
qualification and taxation as a real estate investment trust ("REIT") under
the Code for each of the taxable years that it has been in existence, and the
Company's current organization and method of operation will enable it to
continue to meet the requirements for qualification as a REIT for each of its
subsequent taxable years; and (2) the discussions in the Registration
Statement and in the Prospectus Supplements under the headings "CERTAIN UNITED
STATES FEDERAL INCOME TAX CONSIDERATIONS" and "RISK FACTORS - CERTAIN TAX
CONSIDERATIONS" are correct in all material respects and fairly summarize the
United States federal income tax considerations that are likely to be material
to a holder of the Securities of the Company.
The Company's qualification as a REIT under the Code will depend upon the
Company's ability to meet, through actual operating results, distribution
levels, diversity of stock ownership requirements and the various income and
asset qualification tests imposed under the Code. Such operating results may
not be reviewed by us as counsel, and accordingly, no assurance can be given
that the actual results of the Company's operations for any one taxable year
will satisfy the requirements under the Code for REIT qualification.
Moreover, certain aspects of the Company's operations have not been considered
by the courts or the IRS. There can be no assurance that the courts or the
IRS will agree with our opinion. In addition, qualification as a REIT depends
on future transactions and events that cannot be known at this time.
For a discussion relating the applicable laws to the facts relevant to
the Company, and the legal analysis underlying the opinions set forth in this
letter, we incorporate by reference the discussions of United States federal
income tax issues in the sections of the Registration Statement and the
Prospectus Supplements under the headings "CERTAIN UNITED STATES FEDERAL
INCOME TAX CONSIDERATIONS" and "RISK FACTORS - CERTAIN TAX CONSIDERATIONS."
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We hereby consent to the filing of this opinion letter as an exhibit to
the Registration Statement and to the references to this firm in the
Registration Statement and Prospectus Supplements in connection with this
opinion. In giving this consent, we do not admit that we come within the
category of persons whose consent is required under Section 7 of the
Securities Act or the rules promulgated thereunder.
This opinion is rendered solely for your benefit in connection with the
Registration Statement and Prospectus Supplements upon the understanding that
we are not hereby assuming any professional responsibility to any other
person. Except as provided in the preceding paragraph, this opinion may not
be relied upon by any other person and this opinion may not be used,
disclosed, quoted, filed with a governmental agency or otherwise referred to
without our express prior written consent. The opinions expressed in this
letter are limited to the matters expressly set forth herein, and no other
opinions should be inferred beyond the matters expressly stated herein.
Very truly yours,
/s/ SWIDLER & BERLIN, CHARTERED
[CRIIMI MAE LOGO HERE] CRIIMI MAE Inc.
The CRI Building
11200 Rockville Pike
Rockville, Maryland 20862
301-468-9200
FAX: 301-231-0396
Contact: Susan B. Railey
for shareholders and securities brokers
(301) 468-3120
Andrew P. Blocher
for institutional investors FOR IMMEDIATE RELEASE
(301) 231-0371
James T. Pastore
for news media
(202) 546-6451
CRIIMI MAE ISSUES 1,236,000 COMMON SHARES
ROCKVILLE, MD, October 3, 1997 -- (NYSE:CMM) -- CRIIMI MAE Inc. today announced
the issuance and sale of 1,236,000 shares of common stock under its shelf
registration statement which was filed with the Securities and Exchange
Commission on June 9, 1997. The Maryland based full-service commercial mortgage
company announced that the private placement involved four domestic
institutional investors. The placement agent for the shares was Triton Pacific
Capital, LLC. Net proceeds of approximately $20 million from the placement
will be used primarily to fund CMBS acquisitions.
CRIIMI MAE is a full-service commercial mortgage company specializing in the
acquisition, origination, securitization and servicing of multifamily and
commercial mortgages and mortgage-related assets throughout the U.S.
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