CRIIMI MAE INC
NT 10-K, 2000-03-29
REAL ESTATE INVESTMENT TRUSTS
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 12b-25

                                           Commission File Number 1-10360

                          NOTIFICATION OF LATE FILING

     (Check One):       Form 10-K  X    Form 11-K     Form 20-F     Form 10-Q
                                   --            --            --            --
 Form N-SAR
         For Period Ended:          December 31, 1999
                                    -----------------
 Transition Report on Form 10-K             Transition Report on Form 10-Q
 Transition Report on Form 20-F             Transition Report on Form N-SAR
 Transition Report on Form 11-K

         For the Transition Period Ended:

         Read attached instruction sheet before preparing form.  Please print
         or type.

         Nothing  in this form shall be  construed  to imply  that the
         Commission  has  verified  any  information contained herein.

         If the  notification  relates to a portion of the filing checked above,
         identify the item(s) to which the notification relates:


                                     PART I
                             REGISTRANT INFORMATION

                                CRIIMI MAE Inc.
                           -------------------------
                            Full name of registrant


                           -------------------------
                           Former name if applicable

                              11200 Rockville Pike
           ---------------------------------------------------------
           Address of principal executive office (Street and number)

                           Rockville, Maryland 20852
                           -------------------------
                            City, state and zip code

                                     PART II
                             RULE 12b-25 (b) AND (c)
         If the subject report could not be filed without unreasonable effort or
expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
following should be completed. (Check box if appropriate.)

    ---        (a)       The reasons  described in reasonable detail in Part III
                         of  this   form   could  not  be   eliminated   without
                         unreasonable effort or expense;
     X
    ---        (b)       The  subject   annual   report,   semi-annual   report,
                         transition  report  on Form  10-K,  20-F,  11-K or Form
                         N-SAR,  or portion  thereof  will be filed on or before
                         the 15th  calendar day  following  the  prescribed  due
                         date;  or the subject  quarterly  report or  transition
                         report on Form 10-Q,  or portion  thereof will be filed
                         on or  before  the fifth  calendar  day  following  the
                         prescribed due date; and

     ---       (c)       The accountant's statement or other exhibit required by
                         Rule 12b-25(c) has been attached if applicable.

                                    PART III
                                    NARRATIVE
     State below in  reasonable  detail the reasons why Form 10-K,  11-K,  20-F,
10-Q,  N-SAR or the transition  report portion thereof could not be filed within
the  prescribed  time period:  On October 5, 1998, the registrant and certain of
its subsidiaries filed voluntary  petitions for reorganization  under Chapter 11
of the  Bankruptcy  Code.  As a result of  various  issues  associated  with the
bankruptcy, the registrant has not been able to obtain all requisite information
to complete (a) material  sections of its Annual Report on Form 10-K and (b) its
financial statements and footnotes. As a result, the Company will not be able to
file its Annual Report on Form 10-K for the fiscal year ended  December 31, 1999
on or before March 30, 2000. The registrant  expects to file the Form 10-K on or
before April 14, 2000.









<PAGE>2


                                     PART IV
                                OTHER INFORMATION
         (1)  Name and telephone number of person to contact in regard to this
              notification:

              David Iannarone                (301)              231-0354
              ----------------------------------------------------------------
             (Name)                        (Area code)       (Telephone Number)

         (2) Have all other periodic  reports required under Section 13 or 15(d)
of the Securities  Exchange Act of 1934 or Section 30 of the Investment  Company
Act of 1940 during the  preceding 12 months or for such shorter  period that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s).  Yes  X     No
                         ---       ---
         (3) Is it  anticipated  that  any  significant  change  in  results  of
operations  from the  corresponding  period  for the last  fiscal  year  will be
reflected by the  earnings  statements  to be included in the subject  report or
portion thereof?     Yes  X     No
                         ---       ---
         If  so:  attach  an  explanation  of  the  anticipated   change,   both
narratively and  quantitatively,  and, if  appropriate,  state the reasons why a
reasonable estimate of the results cannot be made.

See Attachment A

                                 CRIIMI MAE Inc.
                  --------------------------------------------
                  (Name of Registrant as Specified in Charter)

Has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.

Date: /s/ March 29, 2000           By: /s/ Cynthia O. Azzara
      ------------------               ---------------------
                                       Cynthia O. Azzara
                                       Senior Vice President and Chief
                                         Financial Officer


<PAGE>3

                          Attachment A



     It is anticipated  that the earnings  statement for the year ended December
31, 1999 will reflect a  significant  change in results of  operations  from the
corresponding  period for the last fiscal year  primarily  due to  approximately
$157 million of impairment losses recognized related to the Company's investment
in certain CMBS. The Company's contemplated plan of reorganization  includes the
sale of a portion of the Company's  CMBS.  The decision to sell a portion of the
CMBS was made  during the 4th  quarter of 1999 with a portion of these CMBS sold
in the first quarter of 2000 and the  remaining  CMBS expected to be sold during
the first half of 2000.  During the fourth quarter 1999, the Company  recognized
the  impairment  related  to the CMBS it  intends  to sell  because  it made the
decision to sell these CMBS during that fourth quarter. This loss was previously
recognized through other comprehensive  income in shareholders' equity as of and
for the  year  ended  December  31,  1998.  As a result  of the CMBS  impairment
recognized in 1999, the Company expects to recognize a net loss of approximately
$132 million  compared to net income  available to shareholders of approximately
$35 million for 1998.






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