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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 AMOUNT
20% Series B Senior Secured Notes due 2006 $50,000,000
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 20%
Series B Senior Secured Notes due 2006 (the "Notes") and 11.75% Series A Senior
Secured Notes due 2005 (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 11.75% Series A Senior Secured Note representing its pro rata portion
of the aggregate principal amount of the Notes and the aggregate principal
amount of the 11.75% Series A 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.
NAME OFFICE
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
Robert J. Merrick Director
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211 Randolph Square Lane
Richmond, Virginia 23233
Robert E. Woods Director
1221 Avenue of the Americas, 12th Floor
New York, New York 10020
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).
DATE UNDERWRITER SECURITY
November Merrill Lynch & Co. 9.5% Senior Notes due
21, 1997 World Financial Center, North Tower 2002 ($100,000,000 in
New York, NY 10281-1201 principal amount)
Lehman Brothers
C/O Merrill Lynch & Co.
World Financial Center, North Tower
New York, NY 10281-1201
January 28, Prudential Securities Incorporated Common Stock
1998 Equity Transactions Group (2,100,000 shares)
One New York Plaza, 16th Floor
New York, NY 10292-2016
February 6, Prudential Securities Incorporated Common Stock-
1998 Equity Transactions Group overallotment 289,000
One New York Plaza, 16th Floor shares)
New York, NY 10292-2016
March 25, Prudential Securities Incorporated Common Stock
1998 Equity Transactions Group (2,600,000 shares)
One New York Plaza, 16th Floor
New York, NY 10292-2016
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Friedman, Billings, Ramsey & Co., Inc.
Potomac Tower
1001 Nineteenth Street North
Arlington, VA 22209
(b) None.
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
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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;
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(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 AND THIRD 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.
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.
Exhibit T3A. Articles of Incorporation, as amended and supplemented, of the
applicant. Incorporated by reference to Exhibits (i) 3(d),
(ii) 3(c),
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(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 B 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 B
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.
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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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