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Exhibit 99.6
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF MARYLAND
Greenbelt Division
_______________________________________________
)
)
In re )
)
CRIIMI MAE Inc., et al., ) Chapter 11
) Case Nos. 98-2-3115(DK)
Debtors. ) through 98-2-3117(DK)
) (Jointly Administered)
)
_______________________________________________
PRAECIPE FILING SUBSTITUTED PAGE IN EXHIBIT C
TO EXHIBIT E TO THE DEBTORS'
SECOND AMENDED JOINT DISCLOSURE STATEMENT
In connection with the hearing on approval of the Debtors'
Second Amended Joint Disclosure Statement (the "Disclosure Statement') held on
April 25, 2000, CRIIMI MAE Inc. ("CMI"), CRIIMI MAE Holdings II, L.P.
("Holdings") and CRIIMI MAE Management, Inc. ("Management") (collectively, the
"Debtors") and the Official Committee of Equity Security Holders of CMI (the
"Equity Committee"), by and through their undersigned counsel, hereby file this
Praecipe Filing Substituted Page in Exhibit C to Exhibit E to the Debtors'
Second Amended Joint Disclosure Statement.
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Approval of the Disclosure Statement including Exhibit E
thereto containing the substituted page in Exhibit C to Exhibit E filed herewith
is hereby requested.
Dated: July 21, 2000
VENABLE, BAETJER AND AKIN, GUMP, STRAUSS,
HOWARD, LLP HAUER & FELD, L.L.P.
By: /s/ By: /s/
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Richard L. Wasserman Stanley J. Samorajczyk
Federal Bar No. 02784 Federal Bar No. 03113
Carrie B. Weinfeld 1333 New Hampshire Ave., NW
Federal Bar No. 25365 Washington, D.C. 20036
1800 Mercantile Bank and Trust Building (202) 887-4000
Two Hopkins Plaza
Baltimore, Maryland 21201 Co-Counsel for CRIIMI MAE Inc.
(410) 244-7400 and CRIIMI MAE Holdings II, L.P.,
Debtors-in-Possession
Co-Counsel for CRIIMI MAE Inc.
and CRIIMI MAE Holdings II, L.P.,
Debtors-in-Possession
SHULMAN, ROGERS, GANDAL, COVINGTON & BURLING
PORDY & ECKER, P.A.
By: /s/ By: /s/
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Morton A. Faller Michael St. Patrick Baxter
Federal Bar No. 01488 Federal Bar No. 09694
11921 Rockville Pike Dennis B. Auerbach
Third Floor Federal Bar No. 09290
Rockville, MD 20852-2753 1201 Pennsylvania Avenue, N.W.
(301) 231-0928 Washington, D.C. 20044
(202) 662-6000
Counsel for CRIIMI MAE
Management, Inc., Counsel for the Official Committee
Debtor-in-Possession of Equity Security Holders of
CRIIMI MAE Inc.
-2-
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SUBSTITUTED PAGE IN EXHIBIT C TO EXHIBIT E TO THE
DEBTORS' SECOND AMENDED JOINT DISCLOSURE STATEMENT
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presence in person or by proxy of the holders of record of a majority of the
total number of shares of Series F Preferred Stock then outstanding and entitled
to vote on the matter shall be necessary and sufficient to constitute a quorum.
At any such meeting or at any adjournment thereof:
(A) the absence of a quorum of the holders of shares of Series
F Preferred Stock shall not prevent the election of directors or the taking of
any other action by the holders of any other class(es) or series of the
Corporation's Capital Stock, and the absence of a quorum of the holders of
shares of any other class or series of the Corporation's Capital Stock shall not
prevent the taking of any action by the holders of Series F Preferred Stock as
provided in this Section 4; and
(B) in the absence of a quorum of the holders of shares of
Series F Preferred Stock, a majority of the holders of shares of Series F
Preferred Stock, present in person or by proxy, shall have the power to adjourn
the meeting as to the actions to be taken by the holders of shares of Series F
Preferred Stock from time to time and place to place without notice other than
announcement at the meeting until a quorum shall be present.
(iii) For the taking of any action as provided in this Section 4 by the
holders of Series F Preferred Stock, each such holder shall have one (1) vote
for each share of Series F Preferred Stock in such holder's name on the stock
transfer books of the Corporation as of any record date fixed for such purpose
or, if no such date be fixed, at the close of business on the Business Day next
preceding the day on which notice is given, or if notice is waived, at the close
of business on the Business Day next preceding the day on which the meeting is
held.
5. CERTAIN RESTRICTIONS. (a) If any shares of Series F Preferred Stock
are outstanding, then the Corporation shall not, other than pursuant to Section
3(a)(ii), declare, make, pay or set apart for payment or distribution any
dividends or other distributions for any period (other than in Common Stock,
Dividend Parity Stock or Junior Capital Stock) on the Common Stock, any series
or class of Dividend Parity Stock or any series or class of Junior Capital Stock
that ranks junior to the Series F Preferred Stock with respect to dividend
rights, 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 all shares
of Series F Preferred Stock entitled thereto.
(b) If any shares of Series F 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 Common Stock or any Junior Capital Stock (except by
conversion into or exchange for Common Stock or 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 F Preferred
Stock for all past dividend periods through and including the date fixed for
redemption,
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CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on this 21ST day of July, 2000, copies
of the Praecipe Filing Substituted Page in Exhibit C to Exhibit E to the
Debtors' Second Amended Joint Disclosure Statement were sent via first-class
mail, postage prepaid (except as otherwise indicated), to the persons on the
attached service list.
/s/
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Richard L. Wasserman
