<PAGE>1
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
CRIIMI MAE INC.
(Exact name of registrant as specified in its charter)
Maryland 52-1622022
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
11200 Rockville Pike
Rockville, Maryland 20852
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
Series G Redeemable Cumulative Dividend Preferred New York Stock Exchange
Stock (convertible during the period of ten (10)
trading days commencing one hundred (100) calendar
days after the initial issue date or, if such
commencement date is not a trading day, the first
trading day thereafter).
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [_]
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
<PAGE>2
Item 1. Description of Securities to be Registered.
On September 11, 2000, the Board of Directors (the "Board") of CRIIMI MAE
Inc., a Maryland corporation (the "Corporation"), declared a dividend on its
common stock, par value $0.01 per share ("Common Stock"), deemed by the Board to
have an aggregate value in the amount of approximately $37.5 million. The
dividend will be paid in shares of a new series of preferred stock of the
Corporation, face value $10.00 per share, designated as Series G Redeemable
Cumulative Dividend Preferred Stock (convertible during the period of ten (10)
trading days commencing one hundred (100) calendar days after the initial issue
date, or if such commencement date is not a trading day, the first trading day
thereafter) (the "Series G Dividend Preferred Stock").
The Series G Dividend Preferred Stock shall, with respect to dividend
rights and rights upon liquidation, dissolution or winding up, rank (i) senior
to (x) the Common Stock and (y) all other capital stock of the Corporation the
terms of which specifically provide that such capital stock ranks junior to the
Series G Dividend Preferred Stock with respect to dividend rights and/or rights
upon liquidation, dissolution or winding up of the Corporation (collectively,
such Common Stock and other capital stock being referred to as the "Junior
Capital Stock"); (ii) pari passu with (x) the Series F Redeemable Cumulative
Dividend Preferred Stock and (y) all other capital stock of the Corporation the
terms of which specifically provide that such capital stock ranks pari passu
with the Series G Dividend Preferred Stock with respect to dividend rights
and/or rights upon liquidation, dissolution or winding up of the Corporation
(collectively, such Series F Redeemable Cumulative Dividend Preferred Stock and
other capital stock being referred to as the "Parity Capital Stock"); and (iii)
junior to (x) the Series B Cumulative Convertible Preferred Stock, (y) the
Series E Cumulative Convertible Preferred Stock, and (z) all other capital stock
of the Corporation the terms of which specifically provide that such capital
stock ranks senior to the Series G Dividend Preferred Stock with respect to
dividend rights and/or rights upon liquidation, dissolution or winding up of the
Corporation (collectively, such Series B Cumulative Convertible Preferred Stock,
Series E Cumulative Convertible Preferred Stock and other capital stock being
referred to as the "Senior Capital Stock").
The Series G Dividend Preferred Stock is convertible during the period of
10 trading days commencing one hundred (100) calendar days after the date of
first issuance of the Series G Dividend Preferred Stock or, if such commencement
date is not a trading day, the first trading day thereafter (the "Conversion
Period"), at a price equal to the volume weighted average of the prices of the
Common Stock for the 10-trading day period ending 1 business day prior to the
date converted, subject to a floor of 50% of the volume weighted average price
of the Common Stock on the initial issue date of the Series G Dividend Preferred
Stock.
The holders of shares of Series G Dividend Preferred Stock, in preference
to the holders of shares of any Junior Capital Stock that ranks junior to the
Series G Dividend Preferred Stock as to payment of dividends, shall be entitled
to receive, when, as and if declared by the Board, out of the assets of the
Corporation legally available therefor, cumulative dividends at a fixed rate of
15% per annum, payable in cash or Common Stock (or a combination thereof).
Payment of the first dividend on shares of Series G Dividend Preferred Stock
shall be made no earlier than the end of the calendar quarter (March 31, June
30, September 30, December 31) in which the Corporation's plan
<PAGE>3
of reorganization becomes effective and thereafter not more than quarterly, as
determined by the Board. Notwithstanding the preceding, all or any portion
of the accrued and unpaid dividends as of the effective date of the
Corporation's plan of reorganization may be paid, at the Corporation's
option, as early as the effective date of the plan of reorganization. Accrued
dividends will not be paid (a) to holders who exercise their conversion
privilege during the Conversion Period on shares so converted or (b) in respect
of shares called for redemption from and after the divided declaration date
next preceding the date fixed for redemption with respect to such shares.
The Series G Dividend Preferred Stock has no voting rights, except as is
mandatory under Maryland law and the applicable New York Stock Exchange rules,
including the following: (i) the right to elect two directors upon default of
the equivalent of six quarterly dividends (whether or not consecutive), with
such right to elect two directors to remain in effect until cumulative dividends
have been paid or non-cumulative dividends paid regularly for one year; (ii) the
right to maintain the Series G Dividend Preferred Stock quorum low enough to
ensure that the right to elect directors can be exercised and that the quorum is
not higher than that of the Common Stock; and (iii) no right to vote as a
separate class for the approval of any merger or acquisition, unless required by
law.
Shares of Series G Dividend Preferred Stock shall be redeemable at any time
after issuance. To the extent the Corporation shall have funds legally available
therefor, the Series G Dividend Preferred Stock shall be subject to redemption
in whole or in part, at any time or from time to time, in cash or shares of
Parity Capital Stock, at the election of the Corporation, in an amount equal to
the face amount of the Series G Dividend Preferred Stock, together, in each case
with an amount (in cash and/or Common Stock, as applicable) equal to any accrued
and unpaid dividends to (and including) the date fixed for redemption. No
dividends shall be due and payable in respect of shares of Series G Dividend
Preferred Stock called for redemption from and after the dividend declaration
date next preceding the date fixed for redemption with respect to such shares.
If any shares of Series G Dividend Preferred Stock are outstanding, the
Corporation shall not redeem, purchase or otherwise acquire for any
consideration (or pay or make available money for a sinking fund for the
redemption of) any Junior Capital Stock (except by conversion into or exchange
for Junior Capital Stock) unless full cumulative dividends have been or
contemporaneously are declared and paid, or declared and a sum sufficient (in
cash and/or Common Stock, as applicable) for the payment thereof set apart for
such payment on the Series G Dividend Preferred Stock for all past dividend
periods through and including the date fixed for redemption, purchase or
acquisition, provided, however, that the foregoing shall not prevent the
purchase or acquisition of any shares of capital stock of the Corporation by the
Corporation (i) to the extent necessary, in the reasonable judgment of the
Board, in order to preserve the status of the Corporation as a real estate
investment trust for federal income tax purposes or (ii)-pursuant to a purchase
or exchange offer made on comparable terms to all holders of outstanding shares
of capital stock of the Corporation.
Upon any voluntary or involuntary liquidation, dissolution or winding up of
the affairs of the Corporation, before any distribution or payment shall be made
to the holders of any shares of Common Stock or any class or series of Junior
Capital Stock that ranks junior to the Series G
<PAGE>4
Dividend Preferred Stock as to distribution of assets upon any liquidation,
dissolution or winding up of the Corporation, the holders of Series G Dividend
Preferred Stock shall be entitled to receive, out of assets of the Corporation
legally available for distribution to stockholders, liquidating distributions in
an amount equal to the face amount of the Series G Dividend Preferred Stock,
together in each case with an amount equal to any accrued and unpaid
dividends as of the date of liquidation, dissolution or winding up.
In case of any reclassification of the Common Stock, any consolidation of
the Corporation with, or merger of the Corporation into, any other entity, any
merger of another entity into the Corporation (other than a merger that does not
result in any reclassification, conversion, exchange or cancellation of
outstanding shares of Common Stock), any sale or transfer of all or
substantially all of the assets of the Corporation or any compulsory share
exchange, pursuant to which the Common Stock is converted into other securities,
cash or other property, then the Corporation (or successor entity), at its
election and in its sole discretion, may (i) redeem each share of the Series G
Dividend Preferred Stock then outstanding at the face amount of the Series G
Dividend Preferred Stock, together in each case with an amount equal to any
accrued and unpaid dividends to (and including) the dividend declaration date
next preceding the date fixed for redemption; or (ii) convert each share of the
Series G Dividend Preferred Stock then outstanding into the kind and amount of
securities, cash and other property receivable upon the reclassification,
consolidation, merger, sale, transfer or share exchange by a holder of the
number of shares of Common Stock into which such share of the Series G Dividend
Preferred Stock would have been convertible, which shall be a fraction (x) the
numerator of which is the face amount of the Series G Dividend Preferred Stock
and (y) the denominator of which is the volume weighted average price of the
Common Stock on the business day immediately prior to the effectiveness of the
reclassification, consolidation, merger, sale, transfer or share exchange; or
(iii) permit each share of the Series G Dividend Preferred Stock then
outstanding to remain outstanding with modified conversion rights, so that such
shares may be converted into the kind and amount of securities, cash and other
property receivable upon the reclassification, consolidation, merger, sale,
transfer or share exchange by a holder of the number of shares of Common Stock
into which such share of the Series G Dividend Preferred Stock would have been
convertible had such share been previously converted.
Item 2. Exhibits
Exhibit No. Description
3.1 Articles of Incorporation of CRIIMI MAE Inc. (incorporated by
reference to Exhibit 3(d) to the Quarterly Report on Form 10-Q for the
quarter ended June 30, 1993, filed with the Securities and Exchange
Commission on August 13, 1993).
3.2 Amendment to the Articles of Incorporation of CRIIMI MAE Inc.
(incorporated by reference from Exhibit 3(c) to the Annual Report on
Form 10-K for the fiscal year ended December 31, 1997), filed with the
Securities and Exchange Commission on February 23, 1998.
<PAGE>5
3.3 Amended and Restated Bylaws of CRIIMI MAE Inc. (incorporated by
reference to Exhibit 4.2 to the Registration Statement on Form S-3,
filed with the Securities and Exchange Commission on June 9, 1997).
3.4 Articles Supplementary to the Articles of Incorporation with respect to
Series G Redeemable Cumulative Dividend Preferred Stock (incorporated
by reference to Exhibit 3.3 to a Current Report on Form 8-K, filed with
the Securities Exchange Commission on September 14, 2000).
3.5 Articles Supplementary to the Articles of Incorporation with respect to
Series B Cumulative Convertible Preferred Stock (incorporated by
reference to Exhibit 4.1 to the Registration Statement on Form S-3,
filed with the Securities and Exchange Commission on August 7, 1996).
3.6 Articles Supplementary to the Articles of Incorporation with respect to
Series C Cumulative Convertible Preferred Stock (incorporated by
reference to Exhibit 4.1 to a Current Report on Form 8-K, filed with
the Securities and Exchange Commission on September 23, 1997).
3.7 Articles Supplementary to the Articles of Incorporation with respect to
Series D Cumulative Convertible Preferred Stock (incorporated by
reference to Exhibit 4.1 to a Current Report on Form 8-K, filed with
the Securities and Exchange Commission on August 3, 1998).
3.8 Articles Supplementary to the Articles of Incorporation with respect to
Series E Cumulative Convertible Preferred Stock (incorporated by
reference to Exhibit A to Exhibit 99.1 to a Current Report on Form 8-K,
filed with the Securities and Exchange Commission on April 10, 2000).
3.9 Articles of Amendment to Articles Supplementary to the Articles of
Incorporation with respect to Series E Cumulative Convertible Preferred
Stock (incorporated by reference to Exhibit 99.2 to a Current Report on
Form 8-K, filed with the Securities and Exchange Commission on
April 10, 2000).
3.10 Articles of Amendment to Articles Supplementary to the Articles of
Incorporation with respect to Series E Cumulative Convertible Preferred
Stock (incorporated by reference to Exhibit 3.2 to a Current Report on
Form 8-K, filed with the Securities and Exchange Commission on
September 14, 2000).
3.11 Articles Supplementary with respect to Series F Cumulative Convertible
Preferred Stock (incorporated by reference to Exhibit 3(k) to the
Annual Report on Form 10-K for the fiscal year ended December 31, 1999,
filed with the Securities and
Exchange Commission on April 14, 2000).
3.12 Certificate of Correction to Articles Supplementary to the Articles of
Incorporation with respect to Series F Cumulative Convertible Preferred
Stock (incorporated by
<PAGE>6
reference to Exhibit 3.1 to a Current Report on Form 8-K, filed with
the Securities and Exchange Commission on September 14, 2000).
3.13 Form of specimen certificate representing Series G Redeemable
Cumulative Dividend Preferred Stock (filed herewith).
<PAGE>7
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
CRIIMI MAE INC.
By: /s/ William B. Dockser
-----------------------------
Name: William B. Dockser
Title: Chairman of the Board of
Directors
Dated: September 21, 2000
<PAGE>8
Exhibit 3.13 Form of specimen certificate representing Series G Redeemable
Cumulative Dividend Preferred Stock.
[FRONT]
TEMPORARY CERTIFICATE-EXCHANGEABLE FOR DEFINITIVE WHEN
AVAILABLE FOR DELIVERY
SERIES G REDEEMABLE CUMULATIVE SHARES
DIVIDEND PREFERRED STOCK
THIS CERTIFICATE IS TRANSFERABLE
IN THE CITY OF NEW YORK, NEW YORK
OR IN NEW JERSEY
CRIIMI MAE Inc.
(INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND)
SEE REVERSE FOR RESTRICTIONS ON
TRANSFER, RELATIVE RIGHTS AND
PREFERENCES, AND DEFINITIONS.
CUSIP 226603405
This Certifies that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF SERIES G REDEEMABLE CUMULATIVE
DIVIDEND PREFERRED STOCK (CONVERTIBLE DURING THE PERIOD OF TEN (10) TRADING DAYS
COMMENCING ONE HUNDRED (100) CALENDAR DAYS AFTER THE INITIAL ISSUE DATE, OR IF
SUCH COMMENCEMENT DATE IS NOT A TRADING DAY, THE FIRST TRADING DAY THEREAFTER),
PAR VALUE OF ONE CENT
($.01) PER SHARE, OF
CRIIMI MAE Inc. transferable on the books of the Corporation by the owner
in person, or by duly authorized attorney, upon the surrender of this
Certificate properly endorsed or assigned. This Certificate and the shares
represented hereby are subject to the laws of the State of Maryland and to
the Articles of Incorporation and By-laws of the Corporation, as now or
hereafter amended.
This Certificate is not valid unless countersigned and registered by the
Transfer Agent and by the Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated
COUNTERSIGNED AND REGISTERED: CHAIRMAN OF THE BOARD
REGISTRAR AND TRANSFER COMPANY
(NEW JERSEY)
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
SECRETARY
<PAGE>9
[BACK]
CRIIMI MAE Inc.
The Corporation's Articles of Incorporation, as amended and supplemented, place
certain restrictions on the transfer of the securities represented by this
certificate for, among other things, the purpose of the Corporation's
maintenance of its status as a Real Estate Investment Trust under the Internal
Revenue Code of 1986, or any successor statute. Included are restrictions on
ownership of the Corporation's capital stock in excess of 9.8% of the
outstanding shares of capital stock of the Corporation. The Corporation will
furnish to any shareholder, upon request and without charge, a full or summary
statement of (1) the designations, preferences, limitations, restrictions, and
relative rights of the shares of each class authorized to be issued, (2) the
variations in the relative rights of the shares of each class authorized to be
issued, (3) the variations in the relative rights and preferences between the
shares of each series of preferred stock so far as the same have been fixed and
determined, and (4) the authority of the board of directors to fix and determine
the relative rights and preferences of subsequent series. Such request may be
made to the transfer agent named on the face hereof or to the secretary of the
Corporation.
NOTICE OF ELECTION TO CONVERT
(CONVERTIBLE INTO COMMON STOCK)
The undersigned hereby irrevocably elects to convert
shares
--------------------------------------------------------------------------
of Series G Redeemable Cumulative Dividend Preferred Stock, represented by
the within certificate into shares of Common Stock of CRIIMI MAE Inc. (as such
shares may be constituted on the conversion date) in accordance with the
provisions of the Articles of Incorporation, as amended and supplemented, of the
Corporation.
Dated
--------------------------
-------------------------------
Signature
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM - as tenants in common UNIF GIFT MIN ACT- Custodian
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to
survivorship and not as tenants in Minors Act
common (State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, hereby sell, assign and
-------------------------------
transfer unto
<PAGE>10
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
------------------------------------------------
-------------------------------------------------------------------------------
(Please print or typewrite name and address, including zip code of assignee)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
shares of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
Attorney
-----------------------------------------------------------------------
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated
-----------------------------------------------
-------------------------------------------------------------------------------
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed:
------------------------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.
