<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM T-3
FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES UNDER THE
TRUST INDENTURE ACT OF 1939
CRIIMI MAE Inc.
(Name of applicant)
11200 Rockville Pike, Rockville
Maryland 20852
(Address of principal executive offices)
SECURITIES TO BE ISSUED UNDER THE INDENTURE TO BE QUALIFIED
TITLE OF CLASS AMOUNT
11.75% Series A Senior Secured Notes due 2005 $105,000,000
Approximate date of proposed issuance: The effective date of the applicant's
Third Amended Joint Plan of
Reorganization
Name and address of agent for service: David B. Iannarone
CRIIMI MAE Inc.
11200 Rockville Pike
Rockville, Maryland 20852
(301) 816-2300
With a copy to:
Alan L. Laves, P.C.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
816 Congress Avenue, Suite 1100
Austin, Texas 78701
Telephone: (512) 499-6200
Facsimile: (512) 499-6290
Kim E. Ramsey, P.C.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
300 Convent Street, Suite 1500
San Antonio, Texas 78205
Telephone: (210) 281-7000
Facsimile: (210) 244-2035
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GENERAL
1. GENERAL INFORMATION. Furnish the following information as to the
applicant:
(a) Form of organization:
Corporation.
(b) State or other sovereign power under the laws of which organized:
Maryland
2. SECURITIES ACT EXEMPTION APPLICABLE. State briefly the facts relied
upon by the applicant as a basis for the claim that registration of the
indenture securities under the Securities Act of 1933 is not required.
The applicant's Third Amended Joint Plan of Reorganization (the "Plan
of Reorganization") contemplates, among other matters, the issuance (on the
effective date of the Plan of Reorganization) of the applicant's 11.75% Series A
Senior Secured Notes due 2005 (the "Notes") and 20% Series B Senior Secured
Notes due 2006 (addressed by another Application for Qualification of Indenture
Under the Trust Indenture Act of 1939 on Form T-3 filed concurrently herewith)
in exchange for the applicant's 9.125% Senior Notes due 2002 and certain general
unsecured claims, with each holder of a 9.125% Senior Note and each holder of a
general unsecured claim (except those electing convenience claim treatment)
receiving on the effective date of the Plan of Reorganization a Note and a 20%
Series B Senior Secured Note representing its pro rata portion of the aggregate
principal amount of the Notes and the aggregate principal amount of the 20%
Series B Senior Secured Notes, respectively.
In reliance upon the exemption from registration under the Securities
Act of 1933 (the "Securities Act") provided by Section 1145(a)(1) of Title 11 of
the United States Bankruptcy Code (the "Bankruptcy Code"), the applicant has not
filed a registration statement under the Securities Act or any state securities
laws with respect to the Notes. Section 1145(a)(1) of the Bankruptcy Code
exempts the offer or sale of securities pursuant to a plan of reorganization
from the registration requirements of Section 5 of the Securities Act and state
securities laws if the following conditions are satisfied: (i) the securities
are issued by a debtor, an affiliate participating in a joint plan of
reorganization with the debtor, or a successor of the debtor under a plan of
reorganization, (ii) the recipients of the securities hold a claim against, an
interest in, or a claim for an administrative expense against, the debtor, and
(iii) the securities are issued in exchange for the recipient's claim against or
interest in the debtor, or are issued "principally" in such exchange and
"partly" for cash or property.
AFFILIATIONS
3. AFFILIATES. Furnish a list or diagram of all affiliates of the
applicant and indicate the respective percentages of voting securities or other
bases of control.
The following diagram sets forth all affiliates of the applicant,
including the bases of control with respect to such affiliates, as of June 30,
2000.
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[AFFILIATE CHART]
The applicant's affiliates, including the bases of control with
respect thereto, will be unchanged upon the effective date of the Plan of
Reorganization.
MANAGEMENT AND CONTROL
4. DIRECTORS AND EXECUTIVE OFFICERS. List the names and complete mailing
addresses of all directors and executive officers of the applicant and all
persons chosen to become directors or executive officers. Indicate all offices
with the applicant held or to be held by each person named.
Except as otherwise noted below, the address for each director and
executive officer listed below is 11200 Rockville Pike, Rockville, Maryland
20852.
It is expected that certain directors of the applicant will resign and
certain new directors will be appointed on or before the effective date of the
applicant's Plan of Reorganization.
<TABLE>
<CAPTION>
NAME OFFICE
<S> <C>
William B. Dockser Chairman of the Board and Director
H. William Willoughby President, Secretary and Director
Cynthia O. Azzara Senior Vice President, Chief Financial Officer and
Treasurer
David B. Iannarone Senior Vice President and General Counsel
Brian L. Hanson Senior Vice President/Servicing
Garrett G. Carlson, Sr. Director
P.O. Box 1826
Naples, Florida 34106-1826
G. Richard Dunnells Director
2100 Pennsylvania Avenue, N.W.,
Washington, D.C. 20037
</TABLE>
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<TABLE>
<CAPTION>
<S> <C>
Robert J. Merrick Director
211 Randolph Square Lane
Richmond, Virginia 23233
Robert E. Woods Director
1221 Avenue of the Americas, 12th Floor
New York, New York 10020
</TABLE>
5. PRINCIPAL OWNERS OF VOTING SECURITIES. Furnish the following
information as to each person owning 10 percent or more of the voting securities
of the applicant.
None as of June 30, 2000.
UNDERWRITERS
6. UNDERWRITERS. Give the name and complete mailing address of (a) each
person who, within three years prior to the date of filing the application,
acted as an underwriter of any securities of the obligor which were outstanding
on the date of filing the application, and (b) each proposed principal
underwriter of the securities proposed to be offered. As to each person
specified in (a), give the title of each class of securities underwritten.
(a)
<TABLE>
<CAPTION>
DATE UNDERWRITER SECURITY
<S> <C> <C>
November Merrill Lynch & Co. 9.125% Senior Notes due 2002
21, 1997 World Financial Center, North Tower ($100,000,000 in principal amount)
New York, NY 10281-1201
Lehman Brothers
C/O Merrill Lynch & Co.
World Financial Center, North Tower
New York, NY 10281-1201
January Prudential Securities Incorporated Common Stock (2,100,000 shares)
28, 1998 Equity Transactions Group
One New York Plaza, 16th Floor
New York, NY 10292-2016
February Prudential Securities Incorporated Common Stock-overallotment (289,000
6, 1998 Equity Transactions Group shares)
One New York Plaza, 16th Floor
New York, NY 10292-2016
March Prudential Securities Incorporated Common Stock (2,600,000 shares)
25, 1998 Equity Transactions Group
One New York Plaza, 16th Floor
New York, NY 10292-2016
</TABLE>
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<TABLE>
<CAPTION>
<S> <C>
Friedman, Billings, Ramsey & Co., Inc.
Potomac Tower
1001 Nineteenth Street North
Arlington, VA 22209
(b) None.
</TABLE>
CAPITAL SECURITIES
7. CAPITALIZATION. (a) Furnish the following information as to each
authorized class of securities of the applicant.
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES
TITLE OF CLASS AUTHORIZED OR ORIGINAL OUTSTANDING OR PRINCIPAL
-------------- PRINCIPAL AMOUNT AMOUNT OUTSTANDING
---------------- ------------------
<S> <C> <C>
AS OF JUNE 30, 2000:
--------------------
Common Stock, par value $0.01 per share 120,000,000 62,353,170
Series B Cumulative Convertible 3,000,000 1,593,982
Preferred Stock, par value $0.01 per share
Series C Cumulative Convertible 300,000 -
Preferred Stock, par value $0.01 per share
Series D Cumulative Convertible 300,000 100,000
Preferred Stock, par value $0.01 per share
Series E Cumulative Convertible 203,000 103,000
Preferred Stock, par value $0.01 per share
Series F Redeemable Dividend 1,610,000 586,354
Preferred Stock, par value $0.01 per share
9.125% Senior Notes due 2002 $100,000,000 $100,000,000
AS OF THE EFFECTIVE DATE OF THE PLAN OF
---------------------------------------
REORGANIZATION:
---------------
Common Stock, par value $0.01 per share 375,000,000 64,220,287(1)
Series B Cumulative Convertible 3,000,000 1,593,982
Preferred Stock, par value $0.01 per share
Series C Cumulative Convertible 300,000 -
Preferred Stock, par value $0.01 per share
Series D Cumulative Convertible 300,000 -
Preferred Stock, par value $0.01 per share
Series E Cumulative Convertible 203,000 203,000
Preferred Stock, par value $0.01 per share
Series F Redeemable Dividend 1,610,000 586,354
</TABLE>
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<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES
TITLE OF CLASS AUTHORIZED OR ORIGINAL OUTSTANDING OR PRINCIPAL
-------------- PRINCIPAL AMOUNT AMOUNT OUTSTANDING
---------------- ------------------
<S> <C> <C>
Preferred Stock, par value $0.01 per share
Series G Redeemable Dividend 3,760,000 3,741,191(2)
Preferred Stock, par value $0.01 per share
11.75% Series A Senior Secured Notes due 2005 $105,000,000 $105,000,000
20% Series B Senior Secured Notes due 2006 $50,000,000(3) $50,000,000(3)
</TABLE>
(1) Represents an estimated number and assumes the payment on the effective
date of the Plan of Reorganization of accrued dividends in common stock
with respect to Series C, D and E preferred stock. The Plan of
Reorganization also contemplates the possible payment of accrued dividends
in common stock with respect to Series B and F preferred stock which, if
such payment were effected wholly in common stock as to both series, would
result in an estimated 70,111,701 shares of outstanding common stock.
(2) Represents an estimated number and assumes an effective date of the Plan of
Reorganization prior to the conversion period applicable to the Series G
Redeemable Dividend Preferred Stock. On September 11, 2000, the applicant
declared a stock dividend for common shareholders of record as of October
27, 2000. The dividend will be payable on November 13, 2000 in the form of
Series G Redeemable Dividend Preferred Stock. The conversion period
applicable to the Series G Redeemable Dividend Preferred Stock shall
commence on February 21, 2001 and end on March 6, 2001.
(3) Represent estimated numbers.
(b) Give a brief outline of the voting rights of each class of voting
securities referred to in paragraph (a) above.
Each share of the applicant's common stock entitles the holder thereof
to one vote at all meetings of the applicant's common stockholders.
INDENTURE SECURITIES
8. ANALYSIS OF INDENTURE PROVISIONS. Insert at this point the analysis of
indenture provisions required under section 305(a)(2) of the Act.(1)
(A) Events of Default and Notice of Default.
The following are Events of Default under the Indenture:
(a) default for 30 days in the payment when due of interest on the
Notes;
(b) default in payment when due of the principal of the Notes;
_________________________________
(1) All Capitalized terms used in this Item 8 shall have the same meaning,
unless otherwise defined, as that provided in the indenture, between the
applicant and the trustee to be named therein, that the Notes will be issued
under. Company shall mean CRIIMI MAE Inc.
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(c) failure by the Company to make a mandatory redemption or purchase
required by Section 3.08, 4.10 or 4.15 hereof;
(d) failure by the Company or any of its Restricted Subsidiaries for
60 days after receipt of notice to comply with any of its other agreements in
this Indenture, the Collateral Agreements or the Notes;
(e) default under any material agreement or instrument governing,
evidencing or securing the Merrill/GACC Debt and expiration of all applicable
cure periods, which default results in the acceleration of such Indebtedness
prior to its express maturity and either (i) foreclosure by Merrill and GACC
against collateral securing such Indebtedness or (ii) a material improvement in
Merrill's and GACC's rights, remedies, powers or privileges with respect to such
Indebtedness pursuant to one or more amendments, supplements or other
modifications to agreements or instruments governing, evidencing or securing
such Indebtedness;
(f) the Company pursuant to or within the meaning of any Bankruptcy
Law:
(i) commences a voluntary case,
(ii) consents to the entry of an order for relief against it in
an involuntary case,
(iii) consents to the appointment of a Custodian of it or for all
or substantially all of its property,
(iv) makes a general assignment for the benefit of its creditors,
or
(v) generally is not paying its debts as they become due; or
(g) a court of competent jurisdiction enters an order or decree under
any Bankruptcy Law that:
(i) is for relief against the Company in an involuntary case;
(ii) appoints a Custodian of the Company or for all or
substantially all of the property of the Company; or
(iii) orders the liquidation of the Company;
and the order or decree remains unstayed and in effect for 60 consecutive days.
(B) Authentication and Delivery of the Notes and the Application of Proceeds
Thereof.
One Officer shall sign the Notes for the Company by manual or facsimile
signature. The Company's seal may be reproduced on the Notes and may be in
facsimile form.
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If an Officer whose signature is on a Note no longer holds that office at
the time a Note is authenticated, the Note shall nevertheless be valid.
A Note shall not be valid until authenticated by the manual signature of
the Trustee. The signature shall be conclusive evidence that the Note has been
authenticated under this Indenture.
The Trustee shall, upon a written order of the Company signed by two
Officers (an "AUTHENTICATION ORDER"), (i) authenticate Notes for original issue
on the Issue Date up to the aggregate principal amount stated in the first
clause of the last sentence of the first paragraph of Section 4 of the Notes and
(ii) from time to time after the Issue Date, to the extent required by Section 1
of the Notes, authenticate Additional Notes. The aggregate principal amount of
Notes outstanding at any time may not exceed the amount specified in Section 4
of the Notes except as provided in Section 2.07 hereof.
The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate Notes. An authenticating agent may authenticate Notes whenever
the Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with Holders or an Affiliate of the Company.
The Notes shall be issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof, except that (i) Notes
may be originally issued in such denominations as may be required under the
Reorganization Plan, and (ii) Additional Notes may be originally issued in such
denominations as may be required under Section 1 of the Notes, and in each case
such Notes may be subsequently transferred in such denominations.
There will be no proceeds (and therefore no application of such proceeds)
from the issuance of the Notes because the Notes will be issued as part of an
exchange, as provided in the Plan of Reorganization.
(C) Release of Property Subject to the Lien of the Indenture.
Subject to this Article 10, and the terms and conditions set forth in the
Collateral Agreements, Collateral shall be released from the Lien and security
interest created by the Collateral Agreements (i) upon the sale or other
disposition thereof to the extent consummated pursuant to and in compliance with
the requirements of Section 4.10 or one of the exceptions to the definition of
the term "Asset Sale" set forth in such definition, (ii) in the case of
Collateral constituting cash or Cash Equivalents, upon the investment thereof
pursuant to and in compliance with the other terms of this Indenture; (iii) with
respect to Net Proceeds, upon reinvestment thereof or use thereof to repay
Indebtedness, in either case pursuant to and in compliance with Section 4.10 and
any relevant Collateral Agreements, and (iv) as permitted under Sections ____
and ____ of the Security Agreement. [IN ADDITION, SECOND LIEN COLLATERAL SHALL
BE RELEASED FROM THE LIEN AND SECURITY INTEREST CREATED BY THE COLLATERAL
AGREEMENTS IF AND TO THE EXTENT THAT AN INTERCREDITOR AGREEMENT OBLIGATES THE
COLLATERAL AGENT TO RELEASE SUCH COLLATERAL.]
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At any time when a Default or Event of Default shall have occurred and
be continuing and the maturity of the Notes shall have been accelerated (whether
by declaration or otherwise), no release of Collateral pursuant to the
provisions of the Collateral Agreements shall be effective as against the
Holders.
The release of any Collateral from the terms of the Indenture and the
Collateral Agreements shall not be deemed to impair the security under this
Indenture in contravention of the provisions hereof if and to the extent the
Collateral is released pursuant to the terms of such Collateral Agreements.
(D) Satisfaction and Discharge of the Indenture.
This Indenture shall upon Company request cease to be of further
effect (except as to surviving rights of registration of transfer or exchange of
Notes, as expressly provided for in this Indenture) as to all outstanding Notes,
and the Trustee, at the expense of the Company, shall, upon payment of all
amounts due to the Trustee under Section 7.07 hereof, execute proper instruments
acknowledging satisfaction and discharge of this Indenture when
(a) either
(1) all Notes theretofore authenticated and delivered (other
than (i) Notes which have been destroyed, lost or stolen and which have been
replaced as provided in Section 2.07 hereof or paid and (ii) Notes for whose
payment money or Government Securities have theretofore been deposited in trust
with the Trustee or any Paying Agent or segregated and held in trust by the
Company and thereafter repaid to the Company or discharged from such trust, as
provided in Section 2.04 hereof) have been delivered to the Trustee for
cancellation, or
(2) all such Notes not theretofore delivered to the Trustee for
cancellation
(i) have become due and payable, or
(ii) will become due and payable at their final Stated
Maturity within one year, or
(iii) are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the serving of notice of redemption
by the Trustee in the name, and at the expense, of the Company
and the Company, in the case of clause (2)(i), (2)(ii) or (2)(iii) above, has
irrevocably deposited or caused to be deposited with the Trustee funds in an
amount sufficient to pay and discharge the entire Indebtedness on such Notes not
theretofore delivered to the Trustee for cancellation, for principal of,
premium, if any, and interest to the date of such deposit (in the case of Notes
which have become due and payable) or to the final Stated Maturity or Redemption
Date, as the case may be, together with the Company order irrevocably directing
the Trustee to apply such funds to the payment thereof at maturity or
redemption, as the case may be;
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(b) the Company has paid or caused to be paid all other sums then due
and payable hereunder by the Company; and
(c) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, which, taken together, state that all conditions
precedent herein relating to the satisfaction and discharge of this Indenture
have been complied with.
Notwithstanding the satisfaction and discharge of the Indenture, the
obligations of the Company to the Trustee under Section 7.07 hereof and, if the
money shall have been deposited with the Trustee pursuant to this Section, the
obligations of the Trustee under Section 11.02 hereof and the last paragraph of
Section 2.04 hereof and the Trustee's rights under Article 7 hereof shall
survive.
(E) Evidence as to Compliance with Conditions and Covenants.
The Company shall deliver to the Trustee, within 120 days after the
end of each fiscal year, an Officers' Certificate stating that a review of the
activities of the Company and its Subsidiaries during the preceding fiscal year
has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that, to his or her knowledge, no Default or Event of
Default exists (or, if a Default or Event of Default exists, describing such
Default or Event of Default of which he or she may have knowledge and what
action the Company is taking or proposes to take with respect thereto).
The Company shall, so long as any of the Notes are outstanding,
deliver to the Trustee, forthwith upon any Officer becoming aware of any Default
or Event of Default, an Officers' Certificate specifying such Default or Event
of Default and what action the Company is taking or proposes to take with
respect thereto.
9. OTHER OBLIGORS. Give the name and complete mailing address of any
person, other than the applicant, who is an obligor upon the indenture
securities.
None.
CONTENTS OF APPLICATION FOR QUALIFICATION. This application for
qualification comprises:
(a) Pages numbered 1 to __, consecutively.
(b) The statement of eligibility and qualification of each trustee
under the indenture or to be qualified.
(c) The following exhibits in addition to those filed as a part of
the statement of eligibility and qualification of each trustee.
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<TABLE>
<CAPTION>
<S> <C>
Exhibit T3A. Articles of Incorporation, as amended and supplemented, of
the applicant. Incorporated by reference to Exhibits (i) 3(d),
(ii) 3(c), (iii) 4.1, (iv) A to Exhibit 99.1, (v) 99.2, (vi) 3.2,
(vii) 3(k), (viii) 3.1 and (ix) 3.3 to (i) the Quarterly Report
on Form 10-Q for the quarter ended June 30, 1993, (ii) the Annual
Report on Form 10-K for the fiscal year ended December 31, 1997,
(iii) the Registration Statement on Form S-3, (iv) a Current
Report on Form 8-K, (v) a Current Report on Form 8-K, (vi) a
Current Report on Form 8-K, (vii) the Annual Report on Form 10-K
for the fiscal year ended December 31, 1999, (viii) a Current
Report on Form 8-K and (ix) a Current Report on Form 8-K,
respectively, filed on (i) April 13, 1993, (ii) February 23,
1998, (iii) August 7, 1996, (iv) April 10, 2000, (v) April 10,
2000, (vi) September 14, 2000, (vii) April 14, 2000, (viii)
September 14, 2000 and (ix) September 14, 2000, respectively,
with the Securities and Exchange Commission. The Articles of
Incorporation, as amended and supplemented, will be amended and
restated in connection with the Plan of Reorganization. The form
of Amended and Restated Articles of Incorporation of the
applicant is attached as Exhibit E to the Second Amended Joint
Disclosure Statement.
Exhibit T3B. Amended and Restated Bylaws of the applicant. Incorporated
by reference to Exhibit 4.2 to the Registration Statement on Form
S-3 filed on June 9, 1997 with the Securities and Exchange
Commission. The Bylaws will be amended and restated in connection
with the Plan of Reorganization. The form of Amended and Restated
Bylaws of the applicant is attached as Exhibit F to the Second
Amended Joint Disclosure Statement.
Exhibit T3C. Form of the Series A Senior Note Indenture between the Company
and the trustee to be named therein. To be filed by amendment.
Exhibit T3D. Not applicable.
Exhibit T3E. Second Amended Joint Disclosure Statement. Incorporated by
reference to Exhibit ___ to Current Report on Form 8-K filed on
September __, 2000 with the Securities and Exchange Commission.
Exhibit T3F. A cross reference sheet showing the location in the Series A
Senior Note Indenture of the provisions inserted therein pursuant
to Sections 310 through 318(a), inclusive, of the Trust Indenture
Act of 1939. To be filed by amendment.
</TABLE>
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
applicant, CRIIMI MAE Inc., a corporation organized and existing under the laws
of Maryland, has duly caused this application to be signed on its behalf by the
undersigned, thereunto duly authorized, and its seal to be hereunto affixed and
attested, all in the city of Rockville, and State of Maryland, on the 15th day
of September 2000.
CRIIMI MAE INC.
[SEAL] By /s/ William B. Dockser
---------------------------------------
William B. Dockser
Chairman of the Board
Attest /s/ David B. Iannarone
-----------------------------------------
David B. Iannarone
Senior Vice President and General Counsel
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