CRIIMI MAE INC
NT 10-K, 1999-03-31
REAL ESTATE INVESTMENT TRUSTS
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 12b-25

                                           Commission File Number 1-10360

                          NOTIFICATION OF LATE FILING

     (Check One):       Form 10-K  X    Form 11-K     Form 20-F     Form 10-Q
                                   --            --            --            --
 Form N-SAR
         For Period Ended:          December 31, 1998
                                    -----------------
 Transition Report on Form 10-K             Transition Report on Form 10-Q
 Transition Report on Form 20-F             Transition Report on Form N-SAR
 Transition Report on Form 11-K

         For the Transition Period Ended:                                

         Read attached instruction sheet before preparing form.  Please print 
         or type.

         Nothing  in this form shall be  construed  to imply  that the  
         Commission  has  verified  any  information contained herein.

         If the  notification  relates to a portion of the filing checked above,
         identify the item(s) to which the notification relates:


                                     PART I
                             REGISTRANT INFORMATION
                        
                                CRIIMI MAE Inc.
                           -------------------------
                            Full name of registrant 


                           -------------------------
                           Former name if applicable

                              11200 Rockville Pike
           ---------------------------------------------------------
           Address of principal executive office (Street and number)
                  
                           Rockville, Maryland 20852
                           -------------------------
                            City, state and zip code

                                     PART II
                             RULE 12b-25 (b) AND (c)
         If the subject report could not be filed without unreasonable effort or
expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
following should be completed. (Check box if appropriate.)

    ---        (a)       The reasons  described in reasonable detail in Part III
                         of  this   form   could  not  be   eliminated   without
                         unreasonable effort or expense;
     X
    ---        (b)       The  subject   annual   report,   semi-annual   report,
                         transition  report  on Form  10-K,  20-F,  11-K or Form
                         N-SAR,  or portion  thereof  will be filed on or before
                         the 15th  calendar day  following  the  prescribed  due
                         date;  or the subject  quarterly  report or  transition
                         report on Form 10-Q,  or portion  thereof will be filed
                         on or  before  the fifth  calendar  day  following  the
                         prescribed due date; and

     ---       (c)       The accountant's statement or other exhibit required by
                         Rule 12b-25(c) has been attached if applicable.

                                    PART III
                                    NARRATIVE
         State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q,  N-SAR or the transition  report portion thereof could not be filed within
the  prescribed  time period:  On October 5, 1998, the registrant and certain of
its subsidiaries filed voluntary  petitions for reorganization  under Chapter 11
of the Bankruptcy  Code. As a result of issues  associated  with the bankruptcy,
the registrant has not been able to obtain certain  information related to
the value of its assets. Such information is necessary to complete its financial
statements.  As a result, the Company will not be able to file its Annual Report
on Form 10-K for the fiscal year ended  December 31, 1998 on or before March 31,
1999. The registrant expects to file the Form 10-K on or before April 15, 1999.


<PAGE>2


                                     PART IV
                                OTHER INFORMATION
         (1)  Name and telephone number of person to contact in regard to this 
              notification:

              David Iannarone                (301)              231-0354
              ----------------------------------------------------------------
             (Name)                        (Area code)       (Telephone Number)

         (2) Have all other periodic  reports required under Section 13 or 15(d)
of the Securities  Exchange Act of 1934 or Section 30 of the Investment  Company
Act of 1940 during the  preceding 12 months or for such shorter  period that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s).  Yes  X     No
                         ---       ---
         (3) Is it  anticipated  that  any  significant  change  in  results  of
operations  from the  corresponding  period  for the last  fiscal  year  will be
reflected by the  earnings  statements  to be included in the subject  report or
portion thereof?     Yes  X     No
                         ---       ---     
         If  so:  attach  an  explanation  of  the  anticipated   change,   both
narratively and  quantitatively,  and, if  appropriate,  state the reasons why a
reasonable estimate of the results cannot be made.

See Attachment A

                                 CRIIMI MAE Inc.
                  --------------------------------------------  
                  (Name of Registrant as Specified in Charter)

Has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.

Date: /s/ March 31, 1999           By: /s/ Cynthia O. Azzara
      ------------------               --------------------- 
                                       Cynthia O. Azzara
                                       Senior Vice President and Chief 
                                         Financial Officer


<PAGE>3


                                  Attachment A



It is  anticipated  that the earnings  statement for the year ended December 31,
1998 will  reflect  a  significant  change in  results  of  operations  from the
corresponding  period for the last fiscal year primarily due to losses  incurred
on certain  hedge and  purchase  commitments  and expenses  associated  with the
bankruptcy.  However,  the  Company  has not been able to obtain  certain
information related to the value of its assets. Such information is necessary to
complete its financial statements.



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