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Exhibit 99.7
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF MARYLAND
Greenbelt Division
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)
)
In re )
)
CRIIMI MAE Inc., et al., ) Chapter 11
) Case Nos. 98-2-3115(DK)
Debtors. ) through 98-2-3117(DK)
) (Jointly Administered)
)
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PRAECIPE FILING AMENDED PAGE TO EXHIBIT G 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 Amended Page to Exhibit G to the Debtors' Second Amended Joint
Disclosure Statement.
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Approval of the Disclosure Statement including the amended
page to Exhibit G 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.
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AMENDED PAGE TO EXHIBIT G TO THE
DEBTORS' SECOND AMENDED JOINT DISCLOSURE STATEMENT
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SECOND AMENDED AND RESTATED CRIIMI MAE INC.
STOCK OPTION PLAN FOR KEY EMPLOYEES
1. PURPOSE. This Amended and Restated Stock Option Plan for Key
Employees (this "Plan") for CRIIMI MAE Inc. (the "Company") and its
subsidiaries, is intended to provide opportunities to purchase shares (each, an
"Option") of the Company's common stock (the "Common Stock") to (a) persons
holding the executive position of vice president or more senior of the Company
and its subsidiaries and (b) other employees of the Company and its subsidiaries
who are otherwise designated by the Stock Option Committee (the "Committee") as
key employees (each of (a) and (b), an "Eligible Employee"). This Plan as
originally adopted became effective on June 30, 1995. This Plan was amended and
restated effective as of July 28, 1995, was further amended effective May 12,
1998 and is further amended and restated to be effective as of the effective
date of the Company's THIRD Amended Joint Plan of Reorganization (the "Plan of
Reorganization"); provided that the holders of Common Stock have voted to accept
the Plan of Reorganization.
2. GENERAL ADMINISTRATION.
A. Committee Members. This Plan shall be administered by a
committee (the "Committee") consisting of not fewer than two members of the
Board of Directors (the "Board") of the Company who are appointed by the
Board to administer the Plan and to perform the functions set forth herein
and who are "non-employee directors" within the meaning of Rule 16b-3 as
promulgated under Section 16 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and who are also "outside directors" within the
meaning of Section 162(m) of the Code.
B. Authority of Committee. The Committee shall have the authority
(i) to exercise all of the powers granted to it under this Plan; (ii) to
construe, interpret and implement this Plan and any Option Agreements
executed pursuant to Section 7 below; (iii) to prescribe, amend and rescind
rules and regulations relating to this Plan, including rules governing the
Committee's own operations; (iv) to make all determinations necessary or
advisable in administering this Plan; (v) to correct any defect, supply any
omission and reconcile any inconsistency in this Plan; and (vi) to amend this
Plan to reflect changes in applicable law. Further, the Committee may
delegate to officers or employees of the Company or any subsidiary, and to
service providers, the authority, subject to such terms as the Committee
shall determine, to perform administrative functions with respect to the Plan
and Option Agreements.
C. Majority Vote. Actions of the Committee shall be taken by the
affirmative vote of a majority of the Committee members. Any action may be
taken by an instrument signed by a majority of the Committee members, and
action so taken shall be fully as effective as if such action had been taken
by a vote at a Committee meeting.
D. Binding Determination. The determination of the Committee on
all matters relating to this Plan or any Option Agreement shall be final,
binding and conclusive.
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CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on this 21st day of July, 2000, copies
of the Praecipe Filing Amended Page to Exhibit G 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
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