<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: (Date of Earliest Event Reported): September 14, 2000
July 21, 2000)
CRIIMI MAE INC.
(Exact name of registrant as specified in its charter)
Maryland 1-10360 52-1622022
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
11200 Rockville Pike
Rockville, Maryland 20852
(Address of principal executive offices, including zip code, of Registrants)
(301) 816-2300
(Registrants' telephone number, including area code)
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Item 5. Other Events
Attached as exhibits to this Current Report on Form 8-K are (1) Certificate
of Correction to Articles Supplementary to the Articles of Incorporation of
CRIIMI MAE Inc., filed with the Maryland State Department of Assessments and
Taxation on July 21, 2000, pertaining to the Series F Redeemable Cumulative
Dividend Preferred Stock, (2) Articles of Amendment to Articles Supplementary to
the Articles of Incorporation of CRIIMI MAE Inc., filed with the Maryland State
Department of Assessments and Taxation on July 26, 2000, in respect of the
Series E Cumulative Convertible Preferred Stock, (3) Articles Supplementary to
the Articles of Incorporation of CRIIMI MAE Inc., filed with the Maryland State
Department of Assessments and Taxation on September 11, 2000, for the issuance
of a new series of $10 face value Series G Redeemable Cumulative Dividend
Preferred Stock (the "Series G Dividend Preferred Stock"), and (4) a press
release issued by the Company on September 12, 2000 announcing a stock dividend
payable on November 13, 2000 for common shareholders of record as of October 27,
2000 of up to an aggregate of 3.76 million shares of the new Series G Dividend
Preferred Stock. Each of such exhibits is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
The following exhibits are filed as a part of this Current Report on Form 8-K:
(c) Exhibit
3.1 Certificate of Correction to Articles Supplementary to the
Articles of Incorporation of CRIIMI MAE Inc., filed with the
Maryland State Department of Assessments and Taxation on
July 21, 2000.
3.2 Articles of Amendment to Articles Supplementary to the
Articles of Incorporation of CRIIMI MAE Inc., filed with the
Maryland State Department of Assessments and Taxation on
July 26, 2000.
3.3 Articles Supplementary to the Articles of Incorporation of
CRIIMI MAE Inc., filed with the Maryland State Department of
Assessments and Taxation on September 11, 2000.
99.1 Press Release issued by CRIIMI MAE Inc. on September 12, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CRIIMI MAE Inc.
Dated: September 14, 2000 /s/ William B. Dockser
------------------------
Chairman of the Board
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EXHIBIT INDEX
Exhibit
No. Description
--------------------------------------------------------------------------------
*3.1 Certificate of Correction to Articles Supplementary to the Articles of
Incorporation of CRIIMI MAE Inc., filed with the Maryland State
Department of Assessments and Taxation on July 21, 2000.
*3.2 Articles of Amendment to Articles Supplementary to the Articles of
Incorporation of CRIIMI MAE Inc., filed with the Maryland State
Department of Assessments and Taxation on July 26, 2000.
*3.3 Articles Supplementary to the Articles of Incorporation of CRIIMI MAE
Inc., filed with the Maryland State Department of Assessments and
Taxation on September 11, 2000.
*99.1 Press Release issued by CRIIMI MAE Inc. on September 9, 1999.
*Filed herewith.
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EXHIBIT 3.1
CRIIMI MAE INC.
CERTIFICATE OF CORRECTION
CRIIMI MAE Inc., a Maryland corporation, having its principal office in
Maryland in Rockville, Maryland (the "Corporation"), hereby certifies to the
State Department of Assessments and Taxation of Maryland that:
FIRST: The title of the document being corrected is "Articles Supplementary
to the Articles of Incorporation of CRIIMI MAE Inc" pertaining to the Series F
Redeemable Cumulative Dividend Preferred Stock (convertible during the period of
ten (10) Business Days after the fifth Business Day after the Initial Issue Date
and during the period of ten (10) Business Days ending ninety (90) calendar days
after the Initial Issuance Date or the first Business Day thereafter).
SECOND: The only party to the document being corrected is CRIIMI MAE Inc.
THIRD: The document being corrected was filed with the State Department of
Assessments and Taxation on September 2, 1999.
FOURTH: (1) Article SECOND, Section 5(a) in the document as
previously filed reads as follows:
(a) On Dividends. If any shares of Series F Dividend Preferred Stock
are outstanding, then the Corporation shall not, other than pursuant to
Section 3(a)(3), declare, make, pay or set apart for payment or
distribution any dividends or other distributions for any period 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 Dividend
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 for the payment thereof set apart for such payment on
all shares of Series F Dividend Preferred Stock entitled thereto.
(2) Article SECOND, Section 5(a) in the document as corrected
reads as follows:
(a) On Dividends. If any shares of Series F Dividend Preferred Stock
are outstanding, then the Corporation shall not, other than pursuant to
Section 3(a)(3), 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 Dividend
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 for the payment thereof set apart for such payment on
all shares of Series F Dividend Preferred Stock entitled thereto.
IN WITNESS WHEREOF, the Corporation has caused these presents to be signed
in its name and on its behalf by its Senior Vice President/General Counsel and
witnessed by its Assistant Secretary on July 20, 2000.
ATTEST: CRIIMI MAE, Inc.
/s/ Susan B. Railey /s/ David B. Iannarone
-------------------- -----------------------------(SEAL)
Assistant Secretary Senior Vice President/General
Counsel
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THE UNDERSIGNED, Senior Vice President/General Counsel of CRIIMI MAE Inc.,
who executed on behalf of the Corporation the Certificate of Correction of which
this certificate is made a part, hereby acknowledges in the name and on behalf
of said Corporation the foregoing Certificate of Correction to be the corporate
act of said Corporation and hereby certifies that the matters and facts set
forth herein with respect to the authorization and approval thereof are true in
all material respects under the penalties of perjury.
/s/ David B. Iannarone
-------------------------------------
Senior Vice President/General Counsel
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EXHIBIT 3.2
ARTICLES SUPPLEMENTARY
TO THE
ARTICLES OF INCORPORATION
OF
CRIIMI MAE INC.
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)
CRIIMI MAE INC., a Maryland corporation (the "Corporation"), by and through
its undersigned Senior Vice President, does hereby certify that:
FIRST: On September 11, 2000, the Board of Directors of the Corporation
(the "Board of Directors"), pursuant to Section 2-105 of the Maryland General
Corporation Law (the "MGCL") and Article SIXTH of the Articles of Incorporation
of the Corporation, duly classified 3,760,000 unissued shares of the
Corporation's preferred stock, $0.01 par value per share, into a series of
preferred stock designated "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)" and
established and fixed the preferences, conversion and other rights, voting
powers, restrictions as to dividends, qualifications and terms and conditions of
redemption of such series of preferred stock, and authorized the execution and
delivery of these Articles Supplementary to the Maryland State Department of
Assessments and Taxation for filing pursuant to Section 2-208 of the MGCL.
SECOND: The Series G Preferred Stock shall be subject to all of the
provisions of the Corporation's Articles of Incorporation relating to the
capital stock of the Corporation generally and shall have the following
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemption, as set by the Board of Directors:
1. Definitions. For the purposes of these Articles Supplementary, the
following terms have the meanings indicated:
"Articles of Incorporation" means the Articles of Incorporation of the
Corporation as in effect from time to time (including any and all amendments and
supplements thereto and restatements thereof).
"Average Price" for a given Pricing Period means (a) the Volume Weighted
Average Price of the Common Stock traded during such Pricing Period utilizing
the Bloomberg Equity VAP function, or, if that information is not available,
(b) the average of the sum of the average daily high and low sale prices for the
Common Stock for each Trading Day during such Pricing Period, as reported on the
stock exchange composite tape, weighted by the number of shares traded for that
day or, (c) if the Common Stock is traded over-the-counter, the average of the
sum of the daily averages of the last reported high bid and low asked quotations
for the Common Stock for each Trading Day during such Pricing Period.
"Board" and "Board of Directors" means the Board of Directors of the
Corporation.
"Business Day" means any day other than a Saturday, Sunday or the Friday
after Thanksgiving, or a day on which banking institutions in the State of New
York or Maryland are authorized or obligated by law or executive order to close.
"Common Stock" means the common stock, par value $0.01 per share, of the
Corporation.
"Conversion Period" has the meaning ascribed thereto in Section 9(a).
"Corporation" means CRIIMI MAE Inc., a Maryland corporation.
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"Dividend Average Price" means the Volume Weighted Average Price of the
Common Stock traded during the ten Trading Days beginning one Trading Day after
the Dividend Declaration Date (a "Dividend Pricing Period"), utilizing the
Bloomberg Equity VAP function, or, (x) if that information is not available,
the average of the sum of the average daily high and low sale prices for the
Common Stock for each day during a Dividend Pricing Period, as reported on the
stock exchange composite tape, weighted by the number of shares of Common Stock
traded for that day or, (y) if the Common Stock is traded over-the-counter, the
average of the sum of the daily averages of the last reported high bid and low
asked quotations for the Common Stock for each day during a Dividend Pricing
Period, weighted by the number of shares of Common Stock traded for that day.
"Dividend Declaration Date" means, with respect to any quarterly dividend,
the date on which the Board of Directors declares such dividend.
"Dividend Parity Stock" has the meaning ascribed thereto in
Section-3(a)(ii).
"Dividend Payment Date" has the meaning ascribed thereto in Section
3(a)(i).
"Dividend Period" has the meaning ascribed thereto in Section 3(a)(i).
"Dividend Rate" means fifteen percent (15%).
"Effective Date" means the first day, other than a Saturday, Sunday, or a
"legal holiday" (as defined in Rule 9005(a) of the Federal Rules of Bankruptcy
Procedure), that is not less than eleven (11) days after the date on which the
clerk of the U.S. Bankruptcy Court for the District of Maryland, Greenbelt
Division, or such other court that exercises jurisdiction over the Corporation's
bankruptcy case, enters the Order confirming the Corporation's plan of
reorganization as such may be amended, modified or supplemented from time to
time, and on which day, as determined by the Corporation (i) all conditions to
the Effective Date as set forth in the Corporation's plan of reorganization have
been satisfied or waived by the Corporation, and (ii) no stay of the Order
confirming the Corporation's plan of reorganization is in effect.
"Holder Conversion Notice" has the meaning ascribed thereto in
Section-9(d)(i).
"Initial Issue Date" has the meaning ascribed thereto in Section 3(a)(i).
"Junior Capital Stock" has the meaning ascribed thereto in Section 2(b)(i).
"Liquidation Parity Stock" has the meaning ascribed thereto in Section
8(a).
"Liquidation Value" means, with respect to a share of Series G Preferred
Stock, $10.00.
"MGCL" means the Maryland General Corporation Law, as amended, as the same
may be in effect from time to time.
"Parity Capital Stock" has the meaning ascribed thereto in Section 2(b).
"Person" means any individual, firm, corporation or other entity, and
includes any successor (by merger or otherwise) of such entity.
"Preferred Stock" means the preferred stock, par value $0.01 per share, of
the Corporation.
"Pricing Period" means the ten (10) Trading Days ending one Trading Day
prior to the date a holder of the Series G Preferred Stock converts his or her
shares during the Conversion Period.
"Redemption Date" has the meaning ascribed thereto in Section 6(a).
"Redemption Price" means, with respect to a share of Series G Preferred
Stock, $10.00.
"REIT" means a real estate investment trust for federal income tax
purposes.
"Sale Price" has the meaning ascribed thereto in Section 9(d)(iii).
"Senior Capital Stock" has the meaning ascribed thereto in Section 2(b).
"Series B Preferred Stock" means the Corporation's Series B Cumulative
Convertible Preferred Stock, par value $0.01 per share.
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"Series E Preferred Stock" means the Corporation's Series E Cumulative
Convertible Preferred Stock, par value $0.01 per share.
"Series F Preferred Stock" means the Corporation's Series F Redeemable
Cumulative Dividend Preferred Stock (convertible during the period of ten (10)
Business Days after the fifth Business Day after the Initial Issue Date and
during the period of ten (10) Business Days ending ninety (90) calendar days
after the Initial Issue Date or the first Business Day thereafter), par value
$0.01 per share.
"Series G Preferred Stock" has the meaning ascribed thereto in Section
2(a).
"Subsidiary" of any Person means any corporation or other entity of which a
majority of the voting power of the voting equity securities, or equity
interest, is owned, directly or indirectly, by such Person.
"Trading Day" means any day on which the principal national securities
exchange on which the Common Stock is listed or admitted to trading is open for
the transaction of business or, if the Common Stock is not listed or admitted to
trading on any national securities exchange, a Business Day.
"Volume Weighted Average Price of the Common Stock" for a given period
means the quotient of (i) the aggregate dollar value obtained by multiplying (a)
the number of shares of Common Stock traded at each given price during such
period, by (b) such price, divided by (ii) the total number of shares of Common
Stock traded during such period.
2. Designation and Number; Rank. (a) Designation and Number. The shares of
the series of Preferred Stock designated pursuant hereto shall be 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 Preferred Stock"). The number of
shares initially constituting the Series G Preferred Stock shall be 3,760,000
which number may be decreased (but not increased) by the Board of Directors
without a vote of the holders of Series G Preferred Stock; provided, however,
that such number may not be decreased below the number of shares of Series G
Preferred Stock outstanding at the effective time of such reduction.
(b) Rank. The Series G 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 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 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 Preferred Stock with
respect to dividend rights and/or rights upon liquidation, dissolution or
winding up of the Corporation (collectively, such Series F Preferred Stock and
other capital stock being referred to as the "Parity Capital Stock"); and (iii)
junior to (x) the Series B Preferred Stock, (y) the Series E 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
Preferred Stock with respect to dividend rights and/or rights upon liquidation,
dissolution or winding up of the Corporation (collectively, such Series B
Preferred Stock, Series E Preferred Stock and other capital stock being referred
to as the "Senior Capital Stock").
(c) Savings Clause. Notwithstanding anything otherwise provided in these
Articles Supplementary, none of the rights pertaining to dividends and
distributions, and rights upon liquidation, dissolution and winding up
attributable to the Series G Preferred Stock, may be exercised, enjoyed or
received unless the corresponding rights of the Senior Capital Stock have been
fully exercised, enjoyed or received.
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3. Dividends and Distributions. (a)(i) The holders of shares of Series G
Preferred Stock, in preference to the holders of shares of any Junior Capital
Stock that ranks junior to the Series G Preferred Stock as to the payment of
dividends shall be entitled to receive, when, as and if declared by the Board of
Directors, out of the assets of the Corporation legally available therefor,
cumulative dividends at the Dividend Rate, payable no more than sixty (60)
calendar days following the Dividend Declaration Date. Such dividends shall be
declared at such intervals as the Board of Directors, in its discretion, shall
determine; provided, however, that payment of the first dividend on shares of
Series G Preferred Stock shall be paid no earlier than the end of the calendar
quarter (March 31, June 30, September 30, December 31) in which the Effective
Date occurs and thereafter not more than quarterly, as determined by the Board
of Directors (each such period being referred to as a "Dividend Period").
Notwithstanding the preceding, all or any portion of the accrued and unpaid
dividends as of the Effective Date may be paid, at the Corporation's option, as
early as the Effective Date. Dividends shall be fully cumulative from the date
of first issuance of any shares of Series G Preferred Stock (the "Initial Issue
Date") and, after the payment of the first dividend, payable not more than
quarterly in arrears. 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 pursuant to Section
6(a) hereof from and after the Dividend Declaration Date next preceding the
Redemption Date with respect to such shares. Dividends will be payable to
holders of record as they appear in the stock records of the Corporation at the
close of business on the applicable record date set by the Board of Directors.
No interest shall be payable with respect to any dividend payment on Series G
Preferred Stock that may be in arrears. Dividends shall be payable in cash or in
Common Stock (or a combination thereof), at the Corporation's option, including
without limitation, all accrued and unpaid dividends as of the Effective Date.
If the dividends are paid in Common Stock, the number of shares of Common Stock
issuable by the Corporation shall be determined by dividing the cash amount
which would be payable if cash dividends were to be paid on the payment date for
the applicable Dividend Period (the "Dividend Payment Date") by the Dividend
Average Price. No fractional shares of Common Stock shall be issued. Instead of
any fractional share of Common Stock, the Corporation shall pay a cash
adjustment in respect to such fraction.
(ii) Dividends paid on shares of Series G Preferred Stock in an amount less
than the total amount of such dividends at the time accrued and payable on such
shares shall be allocated among all such shares of Series G Preferred Stock and
all other shares of capital stock of the Corporation ranking on parity as to
dividends with the Series G Preferred Stock ("Dividend Parity Stock") at the
time outstanding pro rata, so that the dollar amount of the dividend declared
per share of Series G Preferred Stock and the Dividend Parity Stock shall in all
cases bear to each other the same ratio that accrued dividends per share on the
Series G Preferred Stock and the Dividend Parity Stock bear to each other.
(iii) The Board of Directors may fix a record date for the determination of
holders of shares of the Series G Preferred Stock entitled to receive payment of
a dividend declared thereon, which record date shall be no more than sixty (60)
calendar days nor less than ten (10) calendar days prior to the date fixed for
the payment thereof.
(iv) Any dividend payment made on shares of the Series G Preferred Stock
first shall be credited against the earliest accrued but unpaid dividend due
with respect to shares of the Series G Preferred Stock which remains payable.
(b) Holders of shares of the Series G Preferred Stock shall not be entitled
to receive any dividends or other distributions except as expressly provided
herein.
4. Voting Rights. So long as the Series G Preferred Stock remains
outstanding, the holders of shares of Series G Preferred Stock shall have the
following voting rights:
(a) Holders of shares of Series G Preferred Stock shall have no voting
rights except as set forth below or as otherwise required by law.
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(b) During any period in which dividends on the Series G Preferred Stock
are cumulatively in arrears for not less than six quarterly dividend payments
(whether or not consecutive), then the number of directors constituting the
Board of Directors shall, without further action, be increased by two and the
holders of shares of the Series G Preferred Stock shall have, in addition to the
other voting rights set forth herein, the exclusive right, voting separately as
a single class, to elect the directors of the Corporation to fill such newly
created directorships, the remaining directors to be elected by the other
classes of capital stock entitled to vote therefor at each meeting of
stockholders held for the purpose of electing directors. Such additional voting
rights shall continue until such time as all dividends accumulated on the Series
G Preferred Stock shall have been paid in full or non-cumulative dividends paid
regularly for one year, at which time such additional directors shall cease to
be directors and such additional voting right of the holders of Series G
Preferred Stock shall terminate subject to revesting in the event of each and
every subsequent cumulative arrearage for not less than six (6) quarterly
periods as contemplated by the first sentence of this Section. In no event shall
the holders of Series G Preferred Stock voting separately as a class be entitled
to elect a total of more than two directors to the Board of Directors pursuant
to this Section 4(b).
(c)(i) The voting rights of holders of shares of Series G Preferred Stock
set forth in Section 4(b) above may be exercised at any annual meeting of
stockholders or at a special meeting of stockholders held for such purpose as
hereinafter provided or at any adjournment thereof, or by the unanimous written
consent, delivered to the Secretary of the Corporation, of the holders of the
outstanding shares of Series G Preferred Stock. Unless such right has been
exercised by the unanimous written consent of all the holders of Series G
Preferred Stock, the Chairman of the Board of Directors may call, and upon the
written request of holders of record of at least twenty percent (20%) of the
outstanding shares of Series G Preferred Stock, addressed to the Secretary of
the Corporation at the principal office of the Corporation, shall call, a
special meeting of the holders of shares entitled to vote as provided herein.
Such meeting shall be held not more than sixty (60) calendar days after delivery
of such request to the Secretary, at the place and upon the notice provided by
law and in the Bylaws of the Corporation for the holding of special meetings of
stockholders.
(ii) At each meeting of stockholders at which the holders of shares of
Series G Preferred Stock shall have the right, as provided in this Section 4, to
take any action, the presence in person or by proxy of the holders of record of
a majority of the total number of shares of Series G 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 G 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 G Preferred Stock as provided in this
Section 4; and
(B) in the absence of a quorum of the holders of shares of Series G
Preferred Stock, a majority of the holders of shares of Series G 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 G
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 G Preferred Stock, each such holder shall have one (1) vote
for each share of Series G 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 G Preferred Stock are
outstanding, then the Corporation shall not (other than in Parity Capital Stock
or Junior Capital Stock, or pursuant to Section 3(a)(ii)), declare, make, pay or
set apart for payment or distribution any dividends or other distributions for
any period on any series or class of Dividend Parity Stock or any series or
class of Junior Capital Stock that ranks junior to the Series G 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 G Preferred Stock entitled thereto.
<PAGE>12
(b) If any shares of Series G 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 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 of
Directors, in order to preserve the status of the Corporation as a REIT 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. For purposes
of this Section 5(b), the date to be fixed for redemption, purchase or
acquisition shall be set by resolution of the Board of Directors.
(c) The Corporation shall not permit any Subsidiary of the Corporation to
purchase or otherwise acquire for consideration any shares of capital stock of
the Corporation unless the Corporation could, pursuant to this Section 5(b),
purchase or otherwise acquire such shares at such time and such manner.
6. Redemption. (a) To the extent the Corporation shall have funds legally
available therefor, the Series G 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, at the Redemption
Price, 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 (the "Redemption Date"). Notwithstanding anything to
the contrary contained in these Articles Supplementary, no dividends shall be
due and payable in respect of shares of Series G Preferred Stock called for
redemption pursuant to this Section 6(a) from and after the Dividend Declaration
Date next preceding the Redemption Date with respect to such shares. On and
after the Redemption Date, provided that the aggregate Redemption Price
(including any accrued and unpaid dividends to (and including) the Redemption
Date) for all shares of Series G Preferred Stock called for redemption has been
duly paid or deposited in trust for the benefit of the holders of the Series G
Preferred Stock, dividends shall cease to accrue on the Series G Preferred Stock
called for redemption, such shares shall no longer be deemed to be outstanding
and all rights of the holders of such shares shall cease, except only the right
to receive the monies (and Common Stock or Parity Capital Stock, if applicable)
payable upon such redemption, without interest thereon, upon surrender of the
certificates evidencing such shares. Any monies (and Common Stock or Parity
Capital Stock, if applicable) deposited in trust by the Corporation and
unclaimed at the end of two (2) years from the Redemption Date shall be repaid
to the Corporation upon its written request, after which repayment the holders
of shares of Series G Preferred Stock so called for redemption shall look only
to the Corporation for the payment thereof.
(b) Notice of any redemption pursuant to Section 6(a) shall be given to the
holders of shares of Series G Preferred Stock not less than thirty (30) or more
than forty-five (45) calendar days prior to the Redemption Date. Notice of
redemption shall be given by first class mail to each such holder's address as
shown on the stock transfer books of the Corporation and shall specify (i) the
Redemption Date; (ii) the total number of shares of Series G Preferred Stock to
be redeemed; (iii) the number of shares of Series G Preferred Stock to be
redeemed from such holder; (iv) the per share Redemption Price and the aggregate
Redemption Price for all shares to be redeemed from such holder; (v) the place
or places where certificates for shares of Series G Preferred Stock are to be
surrendered for payment of the Redemption Price; and (vi)-that dividends on the
shares of Series G Preferred Stock to be redeemed will cease to accrue on the
Redemption Date. If less than all shares of Series G Preferred Stock then
outstanding are to be redeemed, shares of Series G Preferred Stock will be
redeemed pro rata from among the holders of shares of Series G Preferred Stock
then outstanding.
7. Reacquired Shares. Any shares of Series G Preferred Stock converted,
redeemed, purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and canceled promptly after the acquisition thereof.
All such shares of Series G Preferred Stock shall, upon their cancellation, and
upon the filing of appropriate articles supplementary with the Maryland State
Department of Assessments and Taxation, become authorized but unissued shares of
Preferred Stock and may be reissued as part of any series of Preferred Stock
subject to the conditions or restrictions on issuance set forth herein, to the
extent any shares of Series G Preferred Stock remain outstanding.
<PAGE>13
8. Liquidation; Dissolution; Winding up. (a) 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 other class or series of Junior Capital Stock
that ranks junior to the Series G Preferred Stock as to distribution of assets
upon any liquidation, dissolution or winding up of the Corporation, the holders
of Series G Preferred Stock shall be entitled to receive, out of assets of the
Corporation legally available for distribution to stockholders, liquidating
distributions in the amount of the Liquidation Value, plus an amount equal to
any dividends accrued and unpaid thereon as of the date of liquidation,
dissolution or winding up. After payment of the full amount of the liquidating
distributions to which they are entitled, the holders of Series G Preferred
Stock will have no right or claim to any of the remaining assets of the
Corporation. In the event that, upon any such voluntary or involuntary
liquidation, dissolution or winding up, the available assets of the Corporation
are insufficient to pay the amount of the liquidating distributions on all
outstanding shares of Series G Preferred Stock and the corresponding amounts
payable on all shares of Parity Capital Stock that ranks pari passu with the
Series G Preferred Stock as to the distribution of assets upon liquidation,
dissolution or winding up ("Liquidation Parity Stock"), then the holders of
Series G Preferred Stock and all other such classes or series of Liquidation
Parity Stock shall share ratably in any such distribution of assets in
proportion to the full liquidating distributions to which they would otherwise
be respectively entitled.
(b) Neither the consolidation, merger or other business combination of the
Corporation with or into any other Person, nor the sale, lease or conveyance of
all or substantially all of the property or business of the Corporation shall be
deemed to constitute a liquidation, dissolution or winding up of the Corporation
for purposes of this Section 8.
9. Conversion. (a) 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
"Conversion Period"), each outstanding share of Series G Preferred Stock shall
be convertible, at the sole option of the holder thereof, into fully paid and
nonassessable shares of Common Stock; provided, however, that in no event may a
holder of Series G Preferred Stock convert a share of Series G Preferred Stock
into Common Stock if such conversion would result in violation of Article
EIGHTEENTH of the Articles of Incorporation.
(b) The number of shares of Common Stock deliverable upon conversion of a
share of Series G Preferred Stock during the Conversion Period shall be equal to
a fraction (i) the numerator of which is the Liquidation Value of the Series G
Preferred Stock and (ii) the denominator of which, subject to Section 9(c), is
the Average Price for the Pricing Period.
(c) Anything to the contrary contained in Section 9(b) or Section 9(d)(v)
notwithstanding, in no event shall the Average Price used to compute the number
of shares of Common Stock issuable upon conversion be less than fifty percent
(50%) of the Volume Weighted Average Price of the Common Stock on the Initial
Issue Date. In the event that the Average Price is less than the floor set forth
in the preceding sentence, then the number of shares of Common Stock issuable
upon conversion shall be computed by reference to such floor.
(d)(i) During the Conversion Period, holders of Series G Preferred Stock
may convert their shares of Series G Preferred Stock into Common Stock by
surrendering to the Corporation's transfer agent, Registrar and Transfer Company
(the "Transfer Agent"), at its offices in Cranford, New Jersey, the
certificate(s) of such Series G Preferred Stock to be converted, properly
endorsed and medallion certified, and accompanied by a written notice stating
that such holder elects to convert all or a specified whole number of such
shares in accordance with the provisions of this Section 9 and specifying the
name or names in which such holder wishes the certificate or certificates for
shares of Common Stock to be issued (a "Holder Conversion Notice"). In case a
Holder Conversion Notice shall specify a name or names other than that of such
holder, such Holder Conversion Notice shall be accompanied by payment of all
transfer taxes, if any, payable upon the issuance of shares of Common Stock in
such name or names. Other than fees to the Transfer Agent, the Corporation will
not pay any issue or other taxes that may be payable in respect of any issue or
delivery of shares of Common Stock on conversion of Series G Preferred Stock
pursuant hereto.
<PAGE>14
(ii) As promptly as practicable, and in any event within five (5) Business
Days after the date of delivery of the certificate(s) representing shares of
Series G Preferred Stock to be converted, together with a Holder Conversion
Notice (or, if the share certificate(s) and Holder Conversion Notice are
delivered separately, then within five (5) Business Days after the date of
delivery of the later document(s) to be so delivered), the Corporation shall
deliver or cause to be delivered (i) one or more certificates representing the
number of validly issued, fully paid and nonassessable full shares of Common
Stock to which the holder of shares of Series G Preferred Stock being converted
shall be entitled and (ii) if less than the full number of shares of Series G
Preferred Stock evidenced by the surrendered certificate(s) is being converted,
a new certificate or certificates, of like tenor, for the number of shares of
Series G Preferred Stock evidenced by such surrendered certificate(s), less the
number of shares being converted. All conversions shall be deemed to have been
made at the close of business on the later of the date of delivery of the Holder
Conversion Notice or the date of delivery of the certificate(s) representing the
shares being converted (if different), or if such date is not a Business Day, as
of the close of business on the next succeeding Business Day, so that the rights
of the holder thereof as to the shares being converted shall cease, except only
the right to receive shares of Common Stock in accordance herewith, and the
Person entitled to receive the shares of Common Stock shall be treated for all
purposes as having become the record holder of such shares of Common Stock at
the close of business on such date. The Corporation shall not be required to
convert, and no surrender of shares of Series G Preferred Stock shall be
effective for that purpose, while the stock transfer books of the Corporation
for the Common Stock are closed for any purpose (but not for any period in
excess of ten (10) calendar days); provided that the surrender of shares of
Series G Preferred Stock for conversion during any period while such books are
so closed shall become effective for conversion immediately upon the reopening
of such books, as if the conversion had been made on the date such shares of
Series G Preferred Stock were surrendered, or if such date is not a Business
Day, as of the close of business on the next succeeding Business Day.
(iii) No fractions of shares of Common Stock shall be issued in connection
with the conversion of any shares of Series G Preferred Stock, but in lieu
thereof the Corporation shall pay a cash adjustment in respect of such
fractional interest in an amount equal to the same fraction of the Sale Price
(as defined below) of the Common Stock at the close of business on the day of
conversion. In the absence of a Sale Price, the Board of Directors shall in good
faith determine the current market price on the basis of such quotation as it
considers appropriate. As used herein, "Sale Price" means the closing sales
price of a share of Common Stock (or if no sales price is reported, the average
of the high bid and low asked prices) as reported by the principal national or
regional stock exchange on which the Common Stock is listed or, if the Common
Stock is not listed on a national or regional stock exchange, as reported by the
Nasdaq Stock Market and if not so reported, then as reported by the National
Quotation Bureau Incorporated. If more than one share of Series G Preferred
Stock shall be surrendered for conversion by the same holder during the
Conversion Period, the number of full shares of Common Stock issuable on
conversion thereof shall be computed on the basis of the total number of shares
of Series G Preferred Stock so surrendered.
(iv) The Corporation shall at all times endeavor to reserve and keep
available for issuance upon the conversion of the Series G Preferred Stock such
number of its authorized but unissued shares of Common Stock as will from time
to time be sufficient to permit the conversion of all outstanding shares of
Series G Preferred Stock, and to take all action required to increase the
authorized number of shares of Common Stock if necessary to permit the
conversion of all outstanding shares of Series G Preferred Stock.
<PAGE>15
(v) 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) notwithstanding Section 6(a),
redeem each share of the Series G Preferred Stock then outstanding at the
Redemption Price, 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
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 Preferred Stock would have been
convertible, which shall be a fraction (x) the numerator of which is the
Liquidation Value of the Series G Preferred Stock and (y) the denominator of
which, subject to Section 9(c), 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) notwithstanding Section 9(a) or anything to the contrary herein, permit
each share of the Series G 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 Preferred Stock would have been convertible had such
share been converted pursuant to this Section 9(d)(v)(ii). The Person formed by
the consolidation or resulting from the merger or which acquires such assets or
which acquires the Corporation's shares, as the case may be, shall make
provisions in its certificate or articles of incorporation or other constituent
document to establish such rights. The certificate or articles of incorporation
or other constituent document shall provide for adjustments, which, for events
subsequent to the effective date of the certificate or articles of incorporation
or other constituent document, shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Section-9. The provisions of
this Section 9(d)(v) shall similarly apply to successive reclassification,
consolidations, mergers, sales, transfers or share exchanges.
10. REIT Status. Nothing contained in these Articles Supplementary or the
Articles of Incorporation shall limit the authority of the Board of Directors to
take such other action as it deems necessary or advisable to protect the
Corporation and the interests of the stockholders by preservation of the
Corporation's qualification as a REIT under the REIT Provisions (as defined in
the Articles of Incorporation), including, without limitation, the enforcement
of the provisions of Article EIGHTEENTH of the Articles of Incorporation and
payment of dividends in the form of Parity Capital Stock or Junior Capital
Stock.
11. Amendment. These Articles Supplementary may be amended, revised or
otherwise altered by the approval, at a meeting, of at least a majority of the
shares of the Series G Preferred Stock issued and outstanding at the time of any
such amendment, revision or alteration. With respect to any amendment,
alteration, waiver or repeal of any provision of these Articles Supplementary no
consent, approval or vote of the holders of Common Stock or any other series or
class of capital stock of the Corporation shall be necessary or required.
<PAGE>16
IN WITNESS WHEREOF, this instrument has been executed for and on behalf and
in the name of the Corporation by its officers thereunto duly authorized on the
11th day of September, 2000.
CRIIMI MAE INC.
By: /s/ David B. Iannarone
---------------------------
Title: Senior Vice President/
General Counsel
Attest:
/s/ Susan B. Railey
-------------------------
Title: Vice President
<PAGE>17
THE UNDERSIGNED, David B. Iannarone of the Corporation, who executed on
behalf of the Corporation Articles Supplementary of which this Certificate is
made a part, hereby acknowledges, in the name and on behalf of said Corporation,
the foregoing Articles Supplementary to be the corporate act of said Corporation
and further certifies, to the best of his knowledge, information and belief,
that the matters and facts set forth herein with respect to the authorization
and approval thereof are true in all material respects under the penalties of
perjury.
By: /s/ David B. Iannarone
------------------------------
Title: Senior Vice President/
General Counsel
<PAGE>18
EXHIBIT 3.3
CRIIMI MAE INC.
ARTICLES OF AMENDMENT TO ARTICLES
SUPPLEMENTARY TO THE ARTICLES OF INCORPORATION IN
RESPECT OF SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK
CRIIMI MAE Inc., a Maryland Corporation having its principal office in
Rockville, Maryland (the "Corporation"), hereby certifies to the State
Department of Assessments and Taxation of Maryland (the "SDAT") that:
FIRST: The Articles Supplementary to the Articles of Incorporation of the
Corporation classifying the Series E Cumulative Convertible Preferred Stock (the
"Series E Preferred Stock"), as filed with the SDAT on February 22, 2000 and as
amended and filed with the SDAT on April 10, 2000 (the "Articles
Supplementary"), are hereby amended by deleting the definition of "Closing Trade
Price" in Article B.1 in its entirety and inserting in lieu thereof the
following:
""Closing Trade Price" for a given Trading Day shall mean (a) the last
traded price for the Common Stock or the Survivor Common Stock, as the case may
be, for such Trading Day as reported on the stock exchange composite tape or (b)
if the Common Stock is traded over-the-counter, the last reported bid quotation
for the Common Stock or the Survivor Common Stock, as the case may be, for such
Trading Day."
SECOND: The Articles Supplementary are hereby further amended by deleting
Article B.2(b)(ii) in its entirety and inserting in lieu thereof the following:
"(ii) on a parity with all capital stock of the Corporation the terms of
which specifically provide that such capital stock ranks on a parity with the
Series E Preferred Stock with respect to dividend rights or rights upon
liquidation, dissolution or winding up of the Corporation, and"
THIRD: The Articles Supplementary are hereby further amended by deleting
the lead in to Article B.4(b), consisting of "(b) The affirmative vote or
consent of the holders of at least two-thirds of the outstanding shares of
Series E Preferred Stock, voting separately as a class, in person or by proxy,
in writing or at a special or annual meeting of stockholders called for the
purpose, shall be necessary to," in its entirety and inserting in lieu thereof
the following:
"(b) The affirmative vote of the holders of at least two-thirds of the
outstanding shares of Series E Preferred Stock, voting separately as a class,
shall be necessary to"
FOURTH: The Articles Supplementary are hereby further amended by deleting
Article B.4(b)(ii) in its entirety and inserting in lieu thereof the following:
"(ii) amend, alter or repeal any of the provisions of the Articles of
Incorporation, including these Articles Supplementary to the Articles of
Incorporation for the Series E Preferred Stock, whether by merger, consolidation
or otherwise (an "Event"), so as to materially and adversely affect any right,
preference, privilege or voting power of the Series E Preferred Stock or the
holders thereof;"
FIFTH: The Articles Supplementary are hereby further amended by deleting
the second sentence of Article B.4(d)(v) in its entirety and inserting in lieu
thereof the following:
"If any such vacancy is not so filled within 20 days after the creation
thereof or if both directors so elected by the holders of Series E Preferred
Stock (and any other series of Preferred Stock, if any, as provided in Section
4(d)(iii)) shall cease to serve as directors before their terms shall expire,
the holders of the Series E Preferred Stock (and any other series of Preferred
Stock, if any, as provided in Section 4(d)(iii)) then outstanding and entitled
to vote for such directors may, by written consent of all of the holders of
Series E Preferred Stock, or at a special meeting of such holders called in
accordance with the provisions of Section 4(d)(i), elect successors to hold
office for the unexpired terms of such directors whose places shall be vacant."
<PAGE>19
SIXTH. The Articles Supplementary are hereby further amended by deleting
Article B.4(d)(vi) in its entirety and inserting in lieu thereof the following:
"(vi) Any director elected by the holders of shares of Series E Preferred
Stock voting separately as a single class (together with any other series of
Preferred Stock, if any, as provided in Section 4(d)(iii)) may be removed from
office with or without cause by the affirmative vote of the holders of at least
a majority of the outstanding shares of Series E Preferred Stock or written
consent of all of the holders of Series E Preferred Stock (together with any
other series of Preferred Stock, if any, as provided in Section 4(d)(iii)). A
special meeting of the holders of Series E Preferred Stock (together with
holders of any other series of Preferred Stock, if any, as provided in Section
4(d)(iii) may be called in accordance with the provisions of Section 4(d)(i)."
SEVENTH: The Articles Supplementary are hereby further amended by deleting
the second sentence of Article B.9(a)(i) in its entirety and inserting in lieu
thereof the following:
"Notwithstanding the preceding, if the Effective Date has not occurred by
December 31, 2000, then the shares of Series E Preferred Stock shall become
convertible at the option of the holder thereof into fully paid and
non-assessable shares of Common Stock in increments of 10,000 shares of Series E
Preferred Stock per calendar month commencing with January 2001."
EIGHTH: The Articles Supplementary are hereby further amended by deleting
the first paragraph of Article B.9(a)(ii) in its entirety and inserting in lieu
thereof the following:
"(ii) Notwithstanding anything in this Section 9(a) to the contrary, the
holders of the Series E Preferred Stock shall not be permitted to convert (i)
more than 10,000 shares (or less than 1,000 shares at any one time) of Series E
Preferred Stock during any calendar month or (ii) any shares of Series E
Preferred Stock into shares of Common Stock if such conversion would result in
the holder of Series E Preferred Stock requesting such conversion owning 5% or
more of the Corporation's then outstanding Common Stock."
NINTH: The amendments of the Articles Supplementary as herein made were
declared advisable and approved by the board of directors of the Corporation by
board resolution dated July 7, 2000 and were approved by the sole holder
(holding all outstanding and subscribed for shares of Series E Preferred Stock
at the time of such approval) of the Series E Preferred Stock, the only class or
series of stock of the Corporation entitled to vote on the amendment, by
unanimous written consent dated effective July 26, 2000.
TENTH: These Articles of Amendment shall become effective when the SDAT
accepts the Articles of Amendment for record.
[The next page is the signature page]
<PAGE>20
IN WITNESS WHEREOF, CRIIMI MAE Inc. has caused these Articles of Amendment
to be signed in its name and on its behalf by its Senior Vice-President/General
Counsel and attested by its Assistant Secretary on July 26, 2000.
CRIIMI MAE INC.
BY: /s/ David B. Iannarone
--------------------------------------
Senior Vice-President/ General Counsel
ATTEST:
Assistant Secretary
Susan B. Railey
THE UNDERSIGNED, Senior Vice-President/General Counsel of CRIIMI MAE Inc.,
who executed on behalf of said Corporation the foregoing Articles of Amendment,
of which this certificate is made a part, hereby acknowledges, in the name and
on behalf of said Corporation, the foregoing Articles of Amendment to be the
corporate act of said Corporation and further certifies that, to the best of his
knowledge, information and belief, the matters and facts set forth therein with
respect to the approval thereof are true in all material respects, under the
penalties of perjury.
/s/ David B. Iannarone
--------------------------------------
Senior Vice-President/ General Counsel
<PAGE>21
EXHIBIT 99.1
Susan B. Railey
For shareholders and securities brokers
(301) 468-3120
James T. Pastore
For news media
(202) 546-6451 FOR IMMEDIATE RELEASE
CRIIMI MAE DECLARES DIVIDEND ON COMMON SHARES
TO BE PAID IN NEW SERIES OF PREFERRED STOCK
ROCKVILLE, MD, September 12, 2000 - (NYSE:CMM) - The board of directors of
CRIIMI MAE Inc. yesterday, September 11, 2000, declared a stock dividend for
common shareholders of record as of October 27, 2000. The dividend will be
payable on November 13, 2000 in up to an aggregate of 3.76 million shares of a
new series of $10 face value Series G Redeemable Cumulative Dividend Preferred
Stock (the "Series G Dividend Preferred Stock") (NYSE: CMM-PrG). The purpose of
the stock dividend is to distribute approximately $37.5 million, or 60 cents per
common share, in 1999 taxable income in order to satisfy the Company's Real
Estate Investment Trust ("REIT") distribution requirements and to eliminate any
federal income tax obligation for 1999.
Common shareholders as of the record date will be entitled to receive for
each share of common stock held 6/100ths of a share of the new Series G Dividend
Preferred Stock (i.e., six shares of Series G Dividend Preferred Stock for every
100 shares of common stock held). Series G Dividend Preferred Stock will be
issued in whole shares, with shareholders receiving cash from the transfer agent
for their fractional share interests at a price equal to the average sales price
of all aggregated fractional shares sold by the transfer agent, less transaction
costs. The Series G Dividend Preferred Stock will be convertible into shares of
common stock during a period of 10 consecutive trading days commencing on
February 21, 2001. Conversions will be based on the volume-weighted average of
the sale prices of the common stock for the 10-trading days prior to the date
converted, subject to a floor of 50% of the volume-weighted average of the sale
prices of the common stock on November 13, 2000. At the end of the conversion
period, March 6, 2001, all conversion rights of Series G Dividend Preferred
shareholders will expire.
Holders of Series G Dividend Preferred Stock will be entitled to receive,
when declared by the Board of Directors, cumulative dividends, payable in cash
or common stock (or a combination thereof) at the Company's option, at an annual
rate of 15%. The Series G Dividend Preferred Stock will be redeemable, in whole
or in part, at the Company's option, at any time after issuance at a price of
$10.00 per share.
For a more complete description of the relative rights and preferences of
the Series G Preferred Stock, including conversion, dividend payment and
redemption terms, reference is made to the Articles Supplementary to the
Articles of Incorporation pertaining to the Series G Preferred Stock, which will
be filed as an exhibit to a Current Report on Form 8-K with the Securities and
Exchange Commission (the "SEC").
Since filing for protection under Chapter 11 of the U.S. Bankruptcy Code on
October 5, 1998, CRIIMI MAE has suspended its loan origination, loan
securitization and CMBS acquisition businesses. The Company continues to own a
substantial portfolio of subordinated CMBS and, through its servicing affiliate,
acts as a servicer of commercial mortgage loans. While the Company is in
bankruptcy, the symbol for the Series G Dividend Preferred Stock will appear as
QCMM Pr G on the NYSE tape.
The United States Bankruptcy Court for the District of Maryland, Greenbelt
Division has scheduled a confirmation hearing for November 15, 2000 on CRIIMI
MAE's Third Amended Joint Plan of Reorganization dated July 21, 2000 (the
"Plan"). Copies of the Plan and the Company's disclosure statement will be
distributed no later than September 20, 2000 and all classes of claims and
interests that are impaired will be entitled to vote on the Plan on or before
October 20, 2000. The record date for holders of common stock, preferred stock
and 9 1/8% senior notes and for general unsecured creditors entitled to vote to
accept or reject the Plan is September 5, 2000.
<PAGE>22
More information on CRIIMI MAE is available on its web site -
www.criimimaeinc.com - or for investors, call Susan Railey, 301-468-3120 or for
news media, call Jim Pastore, 202-546-6451.
Note: Except for historical information, forward-looking statements
contained in this release involve a variety of risks and uncertainties. These
risks and uncertainties include the continued uncertainty of the capital
markets; the ability of the Company to obtain recapitalization financing,
including but not limited to a restructuring of certain of its debt and the sale
of certain assets, as contemplated by the Company's plan of reorganization, to a
party or parties for sufficient proceeds; the ability to obtain new equity
should it be determined by the Company to proceed with new equity as part of the
Company's plan of reorganization; the ability of relevant parties to finalize
and execute constituent and operative documents called for by the Company's plan
of reorganization; the possible confirmation of an alternative plan; the trends
in the CMBS market; competitive pressures; the effect of future losses on the
Company's need for liquidity; confirmation, effectiveness and consummation of
the Company's plan of reorganization; the effects of the bankruptcy proceeding
on the Company's ongoing business; the actions of CRIIMI MAE's creditors and
equity security holders; the possibility that the Company's trader election may
be challenged on the grounds that the Company is not in fact a trader in
securities or that it is only a trader with respect to certain securities and
that the Company will, therefore, not be able to mark-to-market its securities,
or that it will be limited in its ability to recognize certain losses, resulting
in an increase in shareholder distribution requirements with the possibility
that the Company may not be able to make such distributions or maintain REIT
status; the likelihood that mark-to-market losses will increase and decrease due
to changes in the fair market value of the Company's trading assets; the
possibility that the Series G Dividend Preferred Stock will not eliminate any or
all of the Company's 1999 tax liability or satisfy its REIT distribution
requirements; and the outcome of litigation to which the Company is a party, as
well as the risks and uncertainties that are set forth in the Company's
disclosure statement, and from time to time in the Company's SEC reports,
including its Annual Report on Form 10-K for the year ended December 31, 1999
and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2000.
###
