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Exh. 99.5
THE OFFICIAL COMMITTEE OF EQUITY SECURITY HOLDERS
OF CRIIMI MAE INC.
August 24, 2000
TO EQUITY SECURITY HOLDERS OF CRIIMI MAE INC.:
The Official Committee of Equity Security Holders of CRIIMI MAE Inc. (the
"Equity Committee") strongly recommends that all common and preferred
shareholders of CRIIMI MAE Inc. vote TO ACCEPT the enclosed Third Amended
Joint Plan of Reorganization (the "Plan").
The Equity Committee was appointed in this bankruptcy case to represent
the interests of the shareholders of CRIIMI MAE Inc. (the "Company"). The
Equity Committee consists of five individual shareholders of the Company who
directly or indirectly own common and/or preferred stock of the Company.
After its formation, the Equity Committee engaged in legal counsel and
financial advisers to assist in its work. Throughout the bankruptcy case, the
Equity Committee has worked closely and negotiated with the Company, the
Creditors' Committee, and other creditors and parties in interest in this
case. The objective of the Equity Committee was twofold: (1) to enable the
Company to emerge from bankruptcy with a viable debt structure, and (2) to
minimize the dilution to equity security holders. The Plan is a result of
these efforts. The Equity Committee is a co-proponent of the Plan.
The Equity Committee believes that the Plan is in the best interest of
the equity security holders for several reasons. First, the Equity Committee
believes that the Plan will enable the Company to emerge from bankruptcy with
a more stable, longer-term debt structure. Second, the Plan does not require
an outside equity investment, which would likely result in substantial
dilution to existing stockholders. Third, the Plan will avoid a fire-sale
liquidation of the Company, which the Equity Committee believes would
eliminate much, if not all, shareholder value. Finally, the Plan will allow
the Company to emerge from bankruptcy as a going concern with a substantially
new board of directors, and with important and valuable assets intact.
Under the Plan, the Company will not pay cash dividends to common and
most preferred shareholders while the debt contemplated by the Plan is
outstanding. However, the cash that otherwise would have been used to pay
dividends is intended to be used to reduce debt. The Equity Committee
believes that this use of cash for debt reduction will increase the Company's
overall equity value for the benefit of shareholders. Furthermore, the Equity
Committee believes that it would be very difficult to confirm a plan over the
objections of creditors if it provided for the use of available cash to pay
substantial dividends rather than to reduce debt.
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Equity Security Holders of CRIIMI MAE Inc.
August 24, 2000
Page 2
The Plan also contemplates that preferred shareholders who do not receive
cash dividends will receive dividends in common stock. Because common shares
can be sold in the market (as discussed in the Disclosure Statement),
preferred shareholders, in effect, can convert any common stock dividends
into cash if they choose.
The Company has advised the Equity Committee that, due to substantial net
operating losses and the payment of convertible preferred stock dividends for
the 1999 tax year, the Company expects to be able to retain its status as a
Real Estate Investment Trust (REIT), even though it will not be paying cash
dividends to common shareholders in the immediate future.
For these reasons, the Equity Committee believes that the Plan is in the
best interest of equity security holders and strongly recommends that equity
security holders vote to accept the Plan. EACH SHAREHOLDER, OF COURSE, SHOULD
READ CAREFULLY THE PLAN, DISCLOSURE STATEMENT AND BALLOTING MATERIALS BEFORE
VOTING. Although the Equity Committee is a co-proponent of the Plan, the
Disclosure Statement was prepared by the Company, and neither the Equity
Committee nor its professionals warrant the accuracy or completeness of any
information contained in the Disclosure Statement. If you have any questions
concerning the tax or legal consequences of the Plan and your equity
interests, we suggest that you consult with your own legal counsel or tax
adviser.
Sincerely,
/s/ Michael F. Wurst
Howard Landis
Michael F. Wurst
CO-CHAIRS
OFFICIAL COMMITTEE OF EQUITY
SECURITY HOLDERS OF CRIIMI MAE INC.
