SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment #2
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)
March 2, 1999
(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).
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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 3,382,875
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 3,382,875
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,382,875
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
6.40%
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 55,825
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 55,825
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
55,825
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
.11%
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)
2.80%
14 TYPE OF REPORTING PERSON*
OO; IA
<PAGE>
Page 5 of 7 Pages
Item 1. Security and Issuer
This Amendment #2 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. 2 by Gotham and Gotham III was $1,948,661, $26,789,
respectively. All of the funds required for the purchases were obtained from
the general funds of Gotham and Gotham III, respectively.
Item 5 is hereby amended to add the following information.
Item 5. Interest in Securities of the Issuer
(a) Gotham owns 3,382,875 shares of Common Stock as of the date of this
Statement, representing an aggregate of approximately 6.40% of the outstanding
Common Stock of the Company. Gotham III owns 55,825 shares of Common Stock
as of the date of this Statement, representing an aggregate of approximately
.11% 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 2.80% of the outstanding Common
Stock of the Company. The percentages in this paragraph are calculated based
upon 52,898,100 outstanding shares of Common Stock of the Company as reported
to Gotham by the Company on March 3, 1999. 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.
<PAGE>
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.
Shares of Common Stock
Date Purchased/(Sold) Price per Share
Gotham
01/29/99 50,100 3.4050
02/09/99 59,700 3.3625
02/10/99 59,000 3.3625
02/18/99 5,000 3.2800
02/23/99 103,000 2.9748
02/24/99 92,600 3.0791
02/26/99 15,700 3.0300
03/02/99 229,300 3.1550
Gotham III
01/29/99 900 3.4050
02/09/99 800 3.3625
02/10/99 1,000 3.3625
02/18/99 100 3.2800
02/23/99 1,800 2.9748
03/02/99 3,800 3.1550
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.
<PAGE>
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.
March 3, 1999
GOTHAM PARTNERS, L.P.
By: Section H Partners, L.P.
its general partner
By: Karenina Corporation,
a general partner of Section H Partners, L.P.
By: /s/ William A. Ackman
William A. Ackman
President
GOTHAM PARTNERS III, L.P.
By: Section H Partners, L.P.
its general partner
By: Karenina Corporation,
a general partner of Section H Partners, L.P.
By: /s/ William A. Ackman
William A. Ackman
President
GOTHAM INTERNATIONAL ADVISORS, L.L.C.
By: /s/ William A. Ackman
William A. Ackman
Senior Managing Member
