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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
February 25, 1994
CRI LIQUIDATING REIT, INC.
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(Exact name of registrant as specified in charter)
Maryland
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(State or other jurisdiction of incorporation)
1-10359 52-1647537
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(Commission File Number) (IRS Employer Identification No.)
11200 Rockville Pike, Rockville, Maryland 20852
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(Address of principal executive offices) (Zip Code)
(301) 468-9200
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(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On February 10, 1994, CRI Liquidating REIT, Inc. (the
Liquidating Company) received aggregate net proceeds of
approximately $48.7 million from the sale to unaffiliated third
parties of twelve government insured multifamily mortgages. The
sale of these government insured multifamily mortgages resulted
in an aggregate financial statement gain of approximately $11.7
million and an aggregate tax basis gain of approximately $14.7
million.
As previously discussed in Note 1 of the Notes to Financial
Statements in the Liquidating Company's Annual Report filed on
Form 10-K for the year ended December 31, 1993, the Liquidating
Company intends to dispose of its existing government insured
multifamily mortgages by 1997 through an orderly liquidation. In
order to achieve an orderly liquidation, the Liquidating Company
intends to dispose of approximately 25 percent of the December
31, 1993 portfolio balance during each year until 1997. The
twelve government insured multifamily mortgages disposed of
represent approximately 20 percent of the Liquidating Company's
total portfolio as of December 31, 1993.
The Liquidating Company will distribute the net disposition
proceeds of approximately $1.60 per share to shareholders as part
of the first quarter dividend to be paid March 31, 1994, which
was declared by the Board of Directors on February 18, 1994.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(b) Pro forma financial information.
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CRI LIQUIDATING REIT, INC.
PRO FORMA CONDENSED BALANCE SHEET
As of December 31, 1993
(Unaudited)
<CAPTION>
Pro Forma
Actual Adjustments Pro Forma
------------ ------------ ------------
<S> <C> <C> <C>
Assets:
Investment in mortgages,
fair value
Discount $215,866,436 $(39,639,697)(A) $176,226,739
Near par or premium 17,647,797 -- 17,647,797
Mortgages held for disposition 9,581,409 (9,549,901)(A) 31,508
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Total 243,095,642 (49,189,598) 193,906,044
------------ ------------ ------------
Other assets 5,831,492 -- 5,831,492
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Total assets $248,927,134 $(49,189,598) $199,737,536
============ ============ ============
Liabilities:
Accounts payable and
accrued expenses $ 429,957 $ -- $ 429,957
------------ ------------ ------------
Commitments and contingencies
Shareholders' equity:
Common stock 304,227 -- 304,227
Net unrealized gains on
investment in mortgages 51,349,764 (12,294,562)(B) 39,055,202
Additional paid-in capital 196,843,186 (36,895,036)(C) 159,948,150
------------ ------------ ------------
Total shareholders' equity 248,497,177 (49,189,598) 199,307,579
------------ ------------ ------------
Total liabilities and
shareholders' equity $248,927,134 $(49,189,598) $199,737,536
============ ============ ============
The accompanying notes are an integral part of
these pro forma financial statements.
</TABLE>
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CRI LIQUIDATING REIT, INC.
PRO FORMA CONDENSED STATEMENT OF INCOME
For the year ended December 31, 1993
(Unaudited)
<CAPTION>
Pro Forma
Actual Adjustments Pro Forma
------------ ------------ ------------
<S> <C> <C> <C>
Income:
Mortgage investment income $ 21,663,403 $ (3,811,776)(D) $ 17,851,627
Other income 2,947,933 -- 2,947,933
------------ ------------ ------------
24,611,336 (3,811,776) 20,799,560
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Expenses 5,065,050 225,942(D) 4,839,108
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Income before mortgage dispositions 19,546,286 (3,585,834) 15,960,452
Mortgage dispositions:
Net gains 8,089,840 --(E) 8,089,840
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Net income $ 27,636,126 $ (3,585,834) $ 24,050,292
============ ============ ============
Net income per share $ .91 $ (.12) $ .79
============ ============ ============
Weighted average shares outstanding 30,422,711 30,422,711 30,422,711
============ ============ ============
The accompanying notes are an integral part of
these pro forma financial statements.
</TABLE>
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CRI LIQUIDATING REIT, INC.
NOTES TO PRO FORMA
CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
The Pro Forma Condensed Balance Sheet as of December 31,
1993 and Pro Forma Condensed Statement of Income for the year
ended December 31, 1993 have been prepared to give effect to the
disposition of twelve government insured multifamily mortgages
which occurred on February 10, 1994, as discussed in Item 2
above.
2. ADJUSTMENTS TO PRO FORMA CONDENSED BALANCE SHEET AND
STATEMENT OF INCOME
The following represents the pro forma adjustments for the
Pro Forma Condensed Balance Sheet as of December 31, 1993, as if
the twelve mortgage dispositions had occurred on such date, and
the Pro Forma Condensed Statement of Income for the year ended
December 31, 1993, as if the twelve mortgage dispositions had
occurred on January 1, 1993.
(A) Reflects the carrying value of the twelve
government insured multifamily mortgages which were disposed
of on February 10, 1994.
(B) Represents the recognition of unrealized gains
attributed to the twelve mortgage dispositions.
(C) Represents the return of capital, reduction to net
income and corresponding reduction in dividends to
shareholders, collectively, related to the twelve mortgage
dispositions.
(D) Represents mortgage investment income and annual
fees for the year ended December 31, 1993 related to the
twelve disposed government insured multifamily mortgages.
(E) Does not reflect the financial statement gain of
approximately $11.7 million related to the twelve mortgage
dispositions which is considered non-recurring.
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SIGNATURE
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, thereunto duly authorized.
CRI Liquidating REIT, Inc.
(Registrant)
February 25, 1994 By: /s/ H.William Willoughby
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Date H. William Willoughby
President and Principal
Financial Officer
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