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FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
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Commission file number 1-10359
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CRI LIQUIDATING REIT, INC.
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(Exact name of registrant as specified in charter)
Maryland 52-1647537
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 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)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
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Common Stock New York Stock Exchange, Inc.
Securities registered pursuant to Section 12(g) of the Act:
NONE
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(Title of class)
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
As of April 26, 1995, 30,422,711 shares of common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
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Form 10-K Parts Document
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III 1994 Annual Report to Shareholders
Filed on Form 10-K/A on February
22, 1995
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CRI LIQUIDATING REIT, INC.
1994 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
Page
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PART III
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Item 10. Directors and Executive Officers
of the Registrant . . . . . . . . . . . . . 4-6
Item 11. Executive Compensation . . . . . . . . . . . 6
Item 12. Security Ownership of Certain Beneficial
Owners and Management . . . . . . . . . . . 6-7
Item 13. Certain Relationships and Related Transactions 7-8
Signatures . . . . . . . . . . . . . . . . . . . . . . 9-10
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) Identification of directors and
(e) Business experience
Members of the Liquidating Company's Board of Directors serve staggered
three year terms. The following is a list of the Liquidating Company's
directors, their ages, positions held and the year of expiration of that term:
<TABLE>
Year Term
Name Principal Occupation Age Expires
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<S> <C> <C> <C>
William B. Dockser Chairman of the Board of the 58 1995
Liquidating Company and of CRIIMI MAE
Inc., (CRIIMI MAE), since 1989;
Chairman of the Board and shareholder
of C.R.I., Inc. (CRI), an affiliate
of the Liquidating Company's adviser,
since 1974.
G. Richard Dunnells* Director of the Liquidating Company and 58 1995
of CRIIMI MAE since 1991; Partner in the
Washington, D.C. office and Director of
the 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
and Urban Renewal and Deputy Assistant
Secretary for 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.
H. William Willoughby Director and Secretary of the Liqui- 49 1996
dating Company and of CRIIMI MAE since
1989; President of the Liquidating
Company and of CRIIMI MAE since 1990;
Director and shareholder of CRI since
1974; Secretary of CRI from 1974 to
1990 and President of CRI since 1990.
Garrett G. Carlson, Sr.* Director of the Liquidating Company and 58 1996
of CRIIMI MAE since 1989; Chairman of the
Board of SCA Realty Holdings, 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 and President of Garrett Real
Estate Development since 1982.
</TABLE>
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT -
Continued
<TABLE>
Year Term
Name Principal Occupation Age Expires
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<S> <C> <C> <C>
Robert F. Tardio* Director of the Liquidating Company and 66 1997
of CRIIMI MAE since 1989; Chairman of the
Tardio Corporation from 1986 to 1995;
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), AW
Industries and Chairman of the Washington
Metropolitan Airports Authority.
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*Unaffiliated Director
</TABLE>
Based solely on its review of Forms 3 and 4 and amendments thereto
furnished to the Liquidating Company, and written representations from certain
reporting persons that no Forms 5 were required for those persons, the
Liquidating Company 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, 1994.
(b) Executive officers, and
(e) Business experience
In addition to Messrs. Dockser and Willoughby, whose business experience is
set forth above, Jay R. Cohen, 54, has served as Executive Vice President of the
Liquidating Company and of CRIIMI MAE since 1989, as Treasurer of the
Liquidating Company 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. Cynthia O. Azzara, 36, has served as
Chief Financial Officer of the Liquidating Company and of CRIIMI MAE since 1994
and as Senior Vice President of the Liquidating Company and of CRIIMI MAE since
1995. Ms. Azzara has served in the Accounting and Finance Departments of CRI
since 1985. Deborah A. Linn, 39, has served as General Counsel of the
Liquidating Company and of CRIIMI MAE since 1995. Ms. Linn has served in the
Office of General Counsel of CRI since 1988, serving as General Counsel since
1992. Executive officers of the Liquidating Company are elected annually by the
Board of Directors (the Board) and serve at the Board's discretion.
(c) Identification of certain significant employees.
Not applicable.
(d) There is no family relationship between any of the foregoing directors
and executive officers.
(f) Involvement in certain legal proceedings.
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT -
Continued
None.
(g) Promoters and control persons.
Not applicable.
ITEM 11. EXECUTIVE COMPENSATION
None of the Liquidating Company's executive officers received cash or any
other form of compensation from the Liquidating Company during the year ended
December 31, 1994. See Item 13, Certain relationships and related transactions.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of common shares as of April 7, 1995 by each person known by the
Liquidating Company 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 Liquidating Company. Unless otherwise
indicated, the voting and investment power for the common shares listed are held
solely by the named holder.
Percentage of
Outstanding
Name and Address Shares Common Shares
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CRIIMI MAE Inc. 17,199,307 56.5%
The CRI Building
11200 Rockville Pike
Rockville, MD 20852
G. Richard Dunnells 615 Less than 1%
To the best of the Liquidating Company's knowledge, as of April 7, 1995, no
person owned more than 5% of the outstanding common shares, and no other officer
or director of the Liquidating Company owned any common shares.
In connection with the incurrence by CRIIMI MAE of certain indebtedness,
CRIIMI MAE has pledged 6,950,000 of the Liquidating Company's common shares
owned by CRIIMI MAE (the Pledged Shares) to Signet 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.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(c) Transactions with management and others, and
(b) Certain business relationships
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS -
Continued
The Liquidating Company 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 Liquidating Company, evaluate and negotiate voluntary dispositions of
mortgage investments and conduct the Liquidating Company's day-to-day affairs.
Under the Advisory Agreement, the Adviser is entitled to receive annual fees
based on amounts invested by the Liquidating Company in mortgage investments and
incentive fees based on proceeds of dispositions of certain mortgage investments
by the Liquidating Company. The Adviser and its affiliates are also entitled to
reimbursement for certain expenses incurred in connection with the operation and
administration of the Liquidating Company. Pursuant to the Advisory Agreement,
in 1994, the Liquidating Company paid the Adviser annual fees of $696,342 and
incentive fees of $394,812. 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 and
Ms. Azzara and Ms. Linn are executive officers of CRI.
The Advisory Agreement may be terminated by the Liquidating Company or the
Adviser for cause (as defined in the Advisory Agreement). If the Liquidating
Company terminates the Advisory Agreement other than for cause or the Adviser
terminates the Advisory Agreement for cause, in addition to compensation
otherwise due, the Liquidating Company 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. Additionally, see Note 3 of the notes to the financial
statements, included in the 1994 Annual Report to Shareholders, filed on Form
10-K/A on February 22, 1995, which section is incorporated herein by reference.
CRIIMI MAE has entered into a similar agreement with the Adviser (the
CRIIMI MAE Advisory Agreement). Pursuant to the CRIIMI MAE Advisory Agreement,
in 1994, CRIIMI MAE paid or accrued to the Adviser (i) mortgage selection fees
of $1,570,415, (ii) annual fees (including the master servicing fees) of
$2,567,101, and (iii) incentive fees of $497,675.
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 he participates,
including committee meetings held on days when the Board is not meeting. In
addition, the Liquidating Company 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 Liquidating Company. Messrs.
Tardio, Carlson and Dunnells were each paid $10,000 by the Liquidating Company
for their services as unaffiliated directors during the year ended December 31,
1994, plus traveling expenses, $1,000 per day for meetings attended and $500 per
telephonic meeting in which they participated.
(c) Indebtedness of management.
None.
(d) Transactions with promoters.
Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CRI LIQUIDATING REIT, INC.
April 27, 1995 /s/ William B. Dockser
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DATE William B. Dockser
Chairman of the Board and
Principal Executive
Officer
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Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
April 27, 1995 /s/ William B. Dockser
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DATE William B. Dockser
Chairman of the Board
and Principal Executive
Officer
April 27, 1995 /s/ H. William Willoughby
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DATE H. William Willoughby
Director, President, and
Secretary
April 27, 1995 /s/ Cynthia O. Azzara
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DATE Cynthia O. Azzara
Senior Vice President, Chief Financial
Officer and
Principal Accounting
Officer
April 27, 1995 /s/ Jay R. Cohen
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DATE Jay R. Cohen
Executive Vice President
and Treasurer
April 27, 1995 /s/ Garrett G. Carlson, Sr.
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DATE Garrett G. Carlson, Sr.
Director
April 27, 1995 /s/ G. Richard Dunnells
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DATE G. Richard Dunnells
Director
April 27, 1995 /s/ Robert F. Tardio
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DATE Robert F. Tardio
Director<PAGE>
