SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment #1
Criimi Mae Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of class of securities)
950241109
(CUSIP Number)
Peter A. Nussbaum, Esq.
Schulte Roth & Zabel LLP
900 Third Avenue
New York, New York 10022
(212) 756-2000
(Name, address and telephone number of person authorized to
receive notices and communications)
December 28, 1998
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[ ]. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 950241109 Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,768,475
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 2,768,475
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,768,475
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
5.55%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 950241109 Page 3 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Partners III, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 47,425
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 47,425
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
47,425
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
.1%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 950241109 Page 4 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham International Advisors, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,479,200
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 1,479,200
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,479,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
2.96%
14 TYPE OF REPORTING PERSON*
OO; IA
<PAGE>
Page 5 of 7 Pages
Item 1. Security and Issuer
This Amendment #1 amends and supplements the statement on Schedule 13D (the
"Statement") as it relates to the Common Stock, $.01 par value ("Common
Stock"), of Criimi Mae Inc., a Maryland corporation (the "Company") previously
filed by Gotham Partners, L.P., a New York limited partnership ("Gotham"),
with respect to shares of Common Stock owned by it, Gotham Partners III, L.P.,
a New York limited partnership ("Gotham III"), with respect to shares of
Common Stock owned by it, and Gotham International Advisors, L.L.C., a
Delaware limited liability company, with respect to shares of Common Stock
owned by Gotham Partners International, Ltd. ("Gotham International"), a
Cayman exempted company. Gotham, Gotham III and Gotham Advisors are together
the "Reporting Persons".
Item 3 is hereby amended to add the following information.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price of the Common Stock purchased and reported
in this Amendment No. 1 by Gotham, Gotham III and Gotham International was
$1,552,573, $29,131 and $836,396, respectively. All of the funds required for
the purchases were obtained from the general funds of Gotham, Gotham III and
Gotham International, respectively.
Item 5 is hereby amended to add the following information.
Item 5. Interest in Securities of the Issuer
(a) Gotham owns 2,768,475 shares of Common Stock as of the date of this
Statement, representing an aggregate of approximately 5.55% of the outstanding
Common Stock of the Company. Gotham III owns 47,425 shares of Common Stock as
of the date of this Statement, representing an aggregate of approximately .1%
of the outstanding Common Stock of the Company. Gotham International owns
1,479,200 shares of Common Stock as of the date of this Statement,
representing an aggregate of approximately 2.96% of the outstanding Common
Stock of the Company. The percentages in this paragraph are calculated based
upon 49,898,100 outstanding shares of Common Stock of the Company, as of
November 23, 1998, as reported in the Company's Form 10-Q for the quarter
ended September 30, 1998. None of Gotham Advisors, Section H, Karenina, DPB,
Mr. Ackman or Mr. Berkowitz beneficially own any Common Stock (other than the
Common Stock beneficially owned by Gotham, Gotham III and Gotham
International).
(b) Each of Gotham and Gotham III has sole power to vote and to dispose
of all of the Common Stock beneficially owned by it. Pursuant to the
Investment Management Agreement, Gotham Advisors currently has the power to
vote and to dispose of all of the Common Stock beneficially owned by Gotham
International.
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Page 6 of 7 Pages
(c) The tables below set forth information with respect to all purchases
and sales of Common Stock by Gotham, Gotham III and Gotham International. In
each case, the transactions took place on the New York Stock Exchange.
Gotham
Shares of Common Stock
Date Purchased/(Sold) Price per Share
12/07/98 33,200 3.4150
12/14/98 9,150 3.5300
12/17/98 8,800 3.6550
12/18/98 9,750 3.8144
12/22/98 182,000 3.6159
12/24/98 28,000 3.3231
12/28/98 32,150 3.2800
12/28/98 53,800 3.2170
12/29/98 93,250 3.3016
Gotham III
12/07/98 900 3.4150
12/14/98 200 3.5300
12/17/98 150 3.6550
12/18/98 250 3.8144
12/22/98 3,100 3.6159
12/24/98 800 3.3231
12/28/98 550 3.2800
12/28/98 900 3.2170
12/29/98 1,600 3.3016
Gotham International
12/07/98 18,300 3.4150
12/14/98 4,950 3.5300
12/17/98 4,750 3.6550
12/18/98 5,400 3.8144
12/22/98 97,900 3.6159
12/24/98 14,800 3.3231
12/28/98 17,300 3.2800
12/28/98 28,900 3.2170
12/29/98 50,150 3.3016
Except as described above, none of Gotham, Gotham III, Gotham
International, Gotham Advisors, Section H, Karenina, DPB, Mr. Ackman or Mr.
Berkowitz has effected any transactions in the securities of the Company since
the last filing.
(d) and (e). Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Except as described above, none of Gotham, Gotham III, Gotham
International, Gotham Advisors, Section H, Karenina, DPB, Mr. Ackman or Mr.
Berkowitz is a party to any contract, arrangement, understanding or
relationship with respect to any securities of the Company, including but not
limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option agreements, puts or calls, guarantees of profits,
divisions of profit or losses or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
The following exhibit is being filed with this Schedule:
Exhibit 1 A written agreement relating to the filing of joint acquisition
statements as required by Rule 13d-1(f)(1) promulgated under the Securities
Exchange Act of 1934, as amended.
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Page 7 of 7 Pages
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
December 29, 1998
GOTHAM PARTNERS, L.P.
By: Section H Partners, L.P.
its general partner
By: DPB Corporation,
a general partner of Section H Partners, L.P.
By: /s/ David P. Berkowitz
David P. Berkowitz
President
GOTHAM PARTNERS III, L.P.
By: Section H Partners, L.P.
its general partner
By: DPB Corporation,
a general partner of Section H Partners, L.P.
By: /s/ David P. Berkowitz
David P. Berkowitz
President
GOTHAM INTERNATIONAL ADVISORS, L.L.C.
By: /s/ David P. Berkowitz
David P. Berkowitz
Senior Managing Member
