<PAGE>1
CRI LIQUIDATING REIT, INC.
The CRI Building
11200 Rockville Pike
Rockville, Maryland 20852
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of
Shareholders of CRI Liquidating REIT, Inc. to be held on May 3,
1994. The formal Notice of the meeting and a Proxy Statement
describing the purposes of the meeting are enclosed. Please give
them your prompt and careful attention.
Please read the Proxy Statement and complete, sign and
return your proxy in the enclosed envelope promptly. No postage
is necessary if mailed in the United States.
Thank you for your cooperation and prompt reply.
Sincerely,
WILLIAM B. DOCKSER
Chairman of the Board
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<PAGE>2
CRI LIQUIDATING REIT, INC.
------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
-------------------
The Annual Meeting of Shareholders of CRI Liquidating REIT,
Inc. (the "Corporation") will be held on Tuesday, May 3, 1994, at
10:00 a.m. at the Holiday Inn Crowne Plaza, 1750 Rockville Pike,
Rockville, Maryland for the following purposes:
1. To elect one Class II director as set forth in the
accompanying Proxy Statement to hold office until his
successor is elected and qualified; and
2. To transact such other business as may properly come
before the meeting.
The Board of Directors has fixed the close of business on
March 4, 1994 as the record date for shares entitled to vote at
the meeting.
A Proxy Statement, a proxy and the Annual Report of the
Corporation are enclosed with this Notice.
You are requested, if you cannot be present at the meeting,
to complete, sign and return the proxy in the enclosed business
reply envelope promptly.
BY ORDER OF THE BOARD OF DIRECTORS
H. WILLIAM WILLOUGHBY
Secretary
March 15, 1994
IMPORTANT: PLEASE FILL IN, DATE, SIGN AND MAIL PROMPTLY THE
ENCLOSED PROXY IN THE POSTAGE-PAID ENVELOPE PROVIDED TO ENSURE
THAT YOUR SHARES ARE REPRESENTED AT THE MEETING. IF YOU ATTEND
THE MEETING, YOU MAY VOTE IN PERSON IF YOU WISH TO DO SO EVEN
THOUGH YOU HAVE PREVIOUSLY SENT IN YOUR PROXY.
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<PAGE>3
CRI LIQUIDATING REIT, INC.
The CRI Building
11200 Rockville Pike
Rockville, Maryland 20852
---------------------
PROXY STATEMENT
---------------
This Proxy Statement is furnished by the Board of Directors
(the Board ) in connection with its solicitation of proxies for
use at the Annual Meeting of Shareholders on May 3, 1994, and at
any and all adjournments thereof (the Meeting ). Mailing of this
Proxy Statement will commence on or about March 15, 1994. The
Corporation's Annual Report to Shareholders (including audited
financial statements) for the fiscal year ended December 31, 1993
and a form of proxy for use at the Meeting are enclosed.
If the proxy is properly executed and returned, the shares
it represents will be voted at the Meeting in accordance with
the instructions noted thereon. If no direction is indicated,
such shares will be voted: (1) FOR the nominated director; and
(2) for or against such other matters as may properly come before
the Meeting in the discretion of the proxy holders. The
Corporation's management knows of no matter to be brought before
the Meeting which is not referred to in the Notice of Meeting and
this Proxy Statement. If, however, any other matter comes before
the Meeting, the proxy will be voted in accordance with the
judgment of the person or persons voting such proxy, unless the
proxy contains instructions to the contrary. Any shareholder
executing a proxy has the power to revoke it at any time before
it is voted by submitting a duly executed proxy bearing a later
date, or by attending the Meeting and orally withdrawing the
proxy.
The voting securities of the Corporation consist of shares
of common stock, $.01 par value per share, of which 30,422,711
shares ( Common Shares ) were issued and outstanding at the close
of business on the record date for the Meeting, March 4, 1994.
Shareholders of record at the close of business on March 4, 1994
will be entitled to vote at the Meeting. Each Common Share is
entitled to one vote. Shareholders do not have cumulative voting
rights.
ELECTION OF DIRECTORS
Members of the Corporation's Board serve staggered
three-year terms. One Class II director is to be elected at the
Meeting, to serve until the 1997 Annual Meeting of Shareholders
or until his successor has been duly elected and qualified.
Unless authority to vote for the nominee is withheld, it is
intended that Common Shares represented by proxies in the form
accompanying this Proxy Statement will be voted for the election
of the nominee listed below, who is currently a Class II director
of the Corporation. In case the nominee becomes unable or
unwilling to stand for election as a director for any reason not
currently known or contemplated, the Common Shares represented by
such proxies will be voted by the proxy holders for such other
person as may be designated by the Board. CRIIMI MAE Inc.
("CRIIMI MAE"), which owns 56.5% of the Common Shares, is the
beneficial owner of a majority of the outstanding Common Shares
and intends to vote in favor of the nominee, thus assuring his
election.
<PAGE>
<PAGE>4<TABLE>
Person Nominated for Election as Director
Class II Director
-----------------
<CAPTION>
Name Principal Occupation Age
----------------- ------------------------------------- ---
<S> <C> <C>
Robert F. Tardio* Director of the Corporation and of 64
CRIIMI MAE since 1989; Chairman of
the Tardio Corporation since 1986;
Chairman of the Board and Chief Executive
Officer of Sovran Bank/Maryland from April
1986 to June 1986; Chairman of the Board
and Chief Executive Officer of Suburban
Bancorp and Suburban Bank, Bethesda, MD,
from 1979 to 1986; Independent Financial
Consultant from 1986 to present; Director
of Bell Atlantic/ Maryland, Washington
Mutual Investors Fund (Advisory Board),
Artery Organization, AW Industries and
Vice Chairman of the Washington Metropolitan
Airports Authority.
----------------------
*Unaffiliated Director
</TABLE>
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<PAGE>5
The remainder of the Board constitutes the Class I and Class
III directors, none of whom will stand for election at the
Meeting, as their terms will expire in 1996 and 1995,
respectively.
<TABLE>
Directors Continuing in Office
Class I Directors
-----------------
<CAPTION>
Year
Term
Name Principal Occupation Age Expires
----------------- ------------------------------------------ --- -------
<S> <C> <C> <C>
H. William Willoughby Director and Secretary of the Corporation 47 1996
and of CRIIMI MAE since 1989; President of
the Corporation and of CRIIMI MAE since
1990; Director and shareholder of CRI, Inc.
("CRI") since 1974; Secretary of CRI from
1974 to 1990 and President of CRI since 1990.
Garrett G. Carlson, Sr.* Director of the Corporation and of CRIIMI MAE 57 1994
since 1989; Chairman of the Board of SCA
Realty, Inc. since 1985; President of Can-
American Realty Corp. and Canadian Financial
Corp. since 1979 and 1974, respectively; Vice
Chairman of Shelter Development Corporation
Ltd. since 1983; President of Garrett Real
Estate Development since 1982; and Director
of Shelter Corporation of Canada Limited.
----------------------
*Unaffiliated Director
</TABLE>
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<PAGE>6<TABLE>
Class III Directors
-------------------
<CAPTION>
Year
Term
Name Principal Occupation Age Expires
----------------- ------------------------------------------ --- -------
<S> <C> <C> <C>
William B. Dockser Chairman of the Board of the Corporation 57 1995
and of CRIIMI MAE since 1989; Chairman of
the Board and shareholder of CRI since 1974.
G. Richard Dunnells* Director of the Corporation and of CRIIMI MAE 56 1995
since 1991; Partner in the Washington, D.C.
office and Director of the Florida law firm
of Holland & Knight since January 1994;
Chairman of the Washington, D.C. law firm of
Dunnells & Duvall from 1989 to 1993; Senior
Partner of such law firm from 1973 to 1993;
Special Assistant to the Under-Secretary and
Deputy Assistant Secretary for Housing and
Urban Renewal and Housing Management with the
U.S. Department of Housing and Urban
Development from 1969 to 1973; President's
Commission on Housing from 1981 to 1982.
----------------------
*Unaffiliated Director
</TABLE>
<PAGE>
<PAGE>7
Executive Officers. In addition to Messrs. Dockser and
Willoughby, whose business experience is set forth above, Jay R.
Cohen, 53, has served as Executive Vice President of the
Corporation and of CRIIMI MAE since 1989 and as Treasurer of the
Corporation and of CRIIMI MAE since 1990. Mr. Cohen has been
Senior Vice President Mortgages of CRI since 1983 and President
of CRICO Mortgage Company, Inc., an affiliate of CRI, since 1985.
Elizabeth O. Flanagan, 34, became Chief Financial Officer of the
Corporation in 1994. She has served as Director of CRIIMI MAE
Special Projects since 1990 and has been Vice President of CRI
since 1987 and Controller for CRI Public Funds from 1987 to 1990.
Executive officers of the Corporation are elected annually by the
Board and serve at the Board's discretion.
During 1993, the Board of Directors met once in person, five
times by conference telephone and action was taken four times by
unanimous written consent. All members of the Board attended
more than 80% of the total number of meetings of the Board and
Board committees on which they served. Pursuant to the
Corporation's Bylaws, a majority of the Board shall at all times
consist of directors who do not perform any services for the
Corporation other than as a director and are not officers,
directors, or employees of CRI ( Unaffiliated Directors ).
The Board of Directors has an Audit Committee currently
comprised of Mr. Carlson, Mr. Tardio and Mr. Dunnells. A majority
of the Audit Committee is required to consist of Unaffiliated
Directors. The functions performed by the Audit Committee are to
recommend independent auditors to the Corporation; review the
scope of the audit, audit fees, the audit report and the
management letter with the Corporation's independent auditors;
review the financial statements of the Corporation; review and
approve non-audit services provided by the independent auditors;
and consult with the independent auditors and management with
regard to the adequacy of internal controls. The Audit Committee
met two times in 1993.
BENEFICIAL OWNERSHIP OF COMMON SHARES
The following table sets forth certain information regarding
the beneficial ownership of Common Shares as of March 1, 1994 by
each person known by the Corporation to own beneficially more
than 5% of the outstanding Common Shares, as well as certain
information concerning the ownership of Common Shares by
directors or officers of the Corporation. Unless otherwise
indicated, the voting and investment power for the Common Shares
listed are held solely by the named holder.
<TABLE><CAPTION>
Percentage of
Outstanding
Name and Address Shares Common Shares
-------------------------- ---------- -------------
<S> <C> <C>
CRIIMI MAE Inc. 17,199,307 56.5%
The CRI Building
11200 Rockville Pike
Rockville, Maryland 20852
G. Richard Dunnells 730 Less than 1%
</TABLE>
To the best of the Corporation's knowledge, as of March 1,
1994, no other person owned more than 5% of the outstanding
Common Shares, and no other officer or director of the
Corporation owned any Common Shares.
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<PAGE>8
Based solely on its review of Forms 3 and 4 and amendments
thereto furnished to the Corporation, and written representations
from certain reporting persons that no Form 5s were required for
those persons, the Corporation believes that all directors,
officers and beneficial owners of more than 10% of the Common
Shares have filed on a timely basis Forms 3,4 and 5 as required
in the fiscal year ended December 31, 1993.
In connection with the incurrence by CRIIMI MAE of certain
indebtedness, CRIIMI MAE has pledged 13,124,000 of the
Corporation's Common Shares owned by CRIIMI MAE (the "Pledged
Shares") to Signet Bank and ASLK-CGER Bank, and to Chemical Bank
as trustee for the holders of such indebtedness (the "Secured
Parties"). Under the agreements relating to the foregoing
indebtedness, the Secured Parties are entitled to direct the
voting of the Pledged Shares on any fundamental change item
(which excludes any election of directors or other "housekeeping"
matter, but includes any matter which may adversely affect the
rights of holders of Common Shares or their right to receive
distributions thereon or the timing of such distributions). If
CRIIMI MAE defaults on its obligations under such agreements, the
Secured Parties may direct the vote of the Pledged Shares on all
matters. Except as described above, the voting and investment
powers for the Common Shares owned by CRIIMI MAE are held solely
by CRIIMI MAE.
EXECUTIVE COMPENSATION
None of the Corporation's executive officers received cash
or any other form of compensation from the Corporation during the
year ended December 31, 1993. See CERTAIN TRANSACTIONS.
Below is a chart comparing the cumulative total shareholder
return on Common Shares with the cumulative total shareholder
return of (i) a broad equity market index and (ii) a published
industry index or peer group. Although such a chart would
normally be for a five-year period, the Common Shares have been
publicly traded only since November 28, 1989 and, as a result,
the following chart commences as of November 30, 1989. Such
chart compares the cumulative total shareholder return of the
Common Shares with the cumulative total shareholder return of the
companies on (i) the S&P 500 index provided by Standard & Poor's
Corporation and (ii) the NAREIT Mortgage Index provided by the
National Association of Real Estate Investment Trusts. CRI
Liquidating is a finite-life, self-liquidating REIT which intends
to continue to liquidate its assets over time and to distribute
the proceeds to its shareholders. Unlike CRI Liquidating, most
of the REITs comprising the NAREIT Mortgage Index are not
liquidating REITs. A substantial portion of CRI Liquidating's
Annualized Total Return consists of return of capital. The chart
assumes an initial investment of $100 on November 30, 1989, and
the reinvestment of all dividends paid thereafter with respect to
such $100 investment, in each of (i) the Common Shares, (ii) the
stocks comprising the S&P 500 Index and (iii) the stocks
comprising the NAREIT Mortgage Index. The Corporation will
provide to any shareholder upon request the names of the
companies whose stocks comprise the NAREIT Mortgage Index.
<PAGE>
<PAGE>9<TABLE><CAPTION>
November 1989 12/31/1989 12/31/1990 12/31/1991 12/31/1992 12/31/1993
------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
CRI Liquidating REIT
Annual Equivalent 4.84% 18.06% 25.64% -2.80% 17.55%
Indexed 100 104.84 123.77 155.51 151.16 177.68
S&P 500
Annual Equivalent 4.49% -3.10% 30.47% 7.62% 10.08%
Indexed 100 104.49 101.25 132.10 142.17 156.50
NAREIT Mortgage Index
Annual Equivalent -1.40% -18.37% 31.83% 1.92% 14.55%
Indexed 100 98.60 80.49 106.11 108.14 123.88
</TABLE>
<PAGE>
<PAGE>10
DIRECTORS' RENUMERATION
Each Unaffiliated Director receives an aggregate fee of
$10,000 per year for services as a director plus a fee of $500
(for telephonic meetings) and $1,000 (for in-person meetings) for
each meeting in which they participate, including committee
meetings held on days when the Board is not meeting. In
addition, the Corporation reimburses directors and officers
(including those affiliated with CRI) for travel and other
expenses incurred in connection with their duties as directors or
officers of the Corporation. Messrs. Tardio, Carlson and
Dunnells were each paid $10,000 by the Corporation for their
services as Unaffiliated Directors during the year ended December
31, 1993, plus traveling expenses, $1,000 per day for meetings
attended and $500 per telephonic meeting in which they
participated.
CERTAIN TRANSACTIONS
The Corporation has entered into an agreement (the Advisory
Agreement ) with CRI Insured Mortgage Associates Adviser Limited
Partnership (the Adviser ) under which the Adviser is obligated
to provide administrative services for the Corporation, evaluate
and negotiate voluntary dispositions of mortgage investments and
conduct the Corporation's day-to-day affairs. Under the Advisory
Agreement, the Adviser is entitled to receive annual fees based
on amounts invested by the Corporation in mortgage investments
and incentive fees based on proceeds of dispositions of certain
mortgage investments by the Corporation. The Adviser and its
affiliates are also entitled to reimbursement for certain
expenses incurred in connection with the operation and
administration of the Corporation. Pursuant to the Advisory
Agreement, in 1993, the Corporation paid the Adviser annual fees
of $1,234,291 and incentive fees of $256,290. CRI is the general
partner of the Adviser, and Messrs. Dockser and Willoughby own a
majority of the limited partnership interest in the Adviser.
Messrs. Dockser and Willoughby are all of the shareholders and
directors of CRI, and Messrs. Dockser, Willoughby and Cohen are
executive officers of CRI.
The Advisory Agreement may be terminated by the Corporation
or the Adviser solely for cause (as defined in the Advisory
Agreement). If the Corporation terminates the Advisory Agreement
other than for cause or the Adviser terminates the Advisory
Agreement for cause, in addition to compensation otherwise due,
the Corporation will be required to pay the Adviser a fee equal
to the annual fee paid or payable to the Adviser with respect to
the previous fiscal year.
CRIIMI MAE has entered into a similar agreement with the
Adviser (the CRIIMI MAE Advisory Agreement ). Pursuant to the
CRIIMI MAE Advisory Agreement, in 1993, CRIIMI MAE paid or
accrued to the Adviser (i) mortgage selection fees of $2,416,253,
(ii) annual fees of $1,187,626, (iii) master servicing fees of
$78,868, and (iv) incentive fees of $213,972.
INDEPENDENT PUBLIC ACCOUNTANTS
The directors have selected Arthur Andersen & Co. as
auditors to the Corporation to examine the financial statements
of the Corporation for 1993. A representative of Arthur Andersen
& Co. will be present at the Meeting. This representative will
have an opportunity to make a statement, and will be available to
respond to questions by shareholders.
OTHER MATTERS
The Board knows of no other business which will be presented
at the Meeting. If other matters properly come before the
Meeting, the persons named as proxy holders will vote on them in
accordance with their best judgment.
<PAGE>
<PAGE>11
The cost of this solicitation of proxies will be borne by
the Corporation. In addition to the use of the mails, some of
the officers or agents of the Corporation and/or regular
employees of CRI may solicit proxies by telephone and telegraph.
The Corporation will request brokerage houses and other
custodians, nominees and fiduciaries to forward soliciting
material to the beneficial owners of Common Shares held of record
by such persons and may verify the accuracy of marked proxies by
contacting record and beneficial owners of the Common Shares. The
Corporation will reimburse such persons for their reasonable
expenses incurred in forwarding such soliciting materials.
1995 ANNUAL MEETING
Shareholders may present proposals to be considered for
inclusion in the Proxy Statement for the 1995 Annual Meeting of
Shareholders provided such proposals are received by the
Corporation no later than December 1, 1994.
H. WILLIAM WILLOUGHBY
Secretary
March 15, 1994
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