-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IGne8EO/rU9y2vmSdOzvLGkQ36DO9oBjWbVQ4usVSYAupJhyv+yw7gByIGybjW3T sbhNjXY+7mYertZCJN5vxg== 0000847322-02-000038.txt : 20021115 0000847322-02-000038.hdr.sgml : 20021115 20021115114152 ACCESSION NUMBER: 0000847322-02-000038 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CRIIMI MAE INC CENTRAL INDEX KEY: 0000847322 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 521622022 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10360 FILM NUMBER: 02828930 BUSINESS ADDRESS: STREET 1: 11200 ROCKVILLE PIKE CITY: ROCKVILLE STATE: MD ZIP: 20852 BUSINESS PHONE: 3018162300 FORMER COMPANY: FORMER CONFORMED NAME: CRI INSURED MORTGAGE ASSOCIATION INC DATE OF NAME CHANGE: 19920703 8-A12B/A 1 amd_agmt-1102.txt FORM 8-A/A AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES AND EXCHANGE ACT OF 1934 AMENDMENT NO. 2 CRIIMI MAE INC. (Exact name of registrant as specified in its charter) Maryland 52-1622022 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 11200 Rockville Pike Rockville, Maryland 20852 (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered Preferred Stock Purchase Rights New York Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: None (Title of Class) Explanatory Note: This Amendment No. 2 amends the Registration Statement on Form 8-A of CRIIMI MAE Inc. (the "Company") filed with the Securities and Exchange Commission ("SEC") on January 25, 2002, as amended by Amendment No. 1 thereto filed with the Securities and Exchange Commission on June 13, 2002 (as so amended, the "Registration Statement") made in connection with the Company's listing of the Preferred Stock Purchase Rights on the New York Stock Exchange. This Amendment No. 2 is being filed to amend the first sentence of the definition of "Acquiring Person" defined in Section 1(a) of the Rights Agreement, and include as an exhibit to the Registration Statement the Second Amendment to Rights Agreement dated as of November 14, 2002 (the "Second Amendment"). Item 1. Description of Securities to be Registered Effective as of November 14, 2002, the Company and the Rights Agent entered into a Second Amendment to Rights Agreement. Pursuant to the Second Amendment, the definition of "Acquiring Person" defined in Section 1(a) of the Rights Agreement has been amended by inserting the following clause (vi) in full at the end of the first sentence of the definition of "Acquiring Person": , and (vi) Brascan Real Estate Financial Investments LLC, a Delaware limited liability company ("Brascan"), unless and until such time as Brascan becomes the Beneficial Owner of Common Shares other than (a) Common Shares received pursuant to the Investment Agreement dated as of November 14, 2002 between the Company and Brascan, and (b) Common Shares received pursuant to a stock dividend on, or subdivision of, the Common Shares received pursuant to such Investment Agreement. The foregoing description of the Rights Agreement is qualified in its entirety by reference to the full text of (a) the Rights Agreement, which is attached as Exhibit 4 to the Registration Statement and incorporated herein by reference, (b) the Amended and Restated First Amendment to Rights Agreement attached as Exhibit 4.1 to the Form 8-A/A filed by the Company on June 13, 2002, and incorporated herein by reference, and (c) the Second Amendment to Rights Agreement attached hereto as Exhibit 4.2 and incorporated herein by reference. Item 2. Exhibits Item 2 of the Registration Statement is hereby amended by adding the following new exhibit. Exhibit No. Description 4.2 Second Amendment to Rights Agreement, dated as of November 14, 2002 between CRIIMI MAE Inc. and Registrar and Transfer Company, as Rights Agent. SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. CRIIMI MAE INC. /s/William B. Dockser ----------------------------------- Name: William B. Dockser Title: Chairman of the Board Dated: November 15, 2002 EXHIBIT INDEX Exhibit No. Description 4.2 Second Amendment Rights Agreement, dated as of November 14, 2002 between CRIIMI MAE Inc. and Registrar and Transfer Company, as Rights Agent. EX-99 3 sec_amd-1102.txt SECOND AMENDMENT TO RIGHTS AGREEMENT SECOND AMENDMENT TO RIGHTS AGREEMENT This Second Amendment to Rights Agreement (the "Second Amendment"), made and entered into as of the 14th day of November 2002, is by and between CRIIMI MAE INC., a Maryland corporation (the "Corporation"), and REGISTRAR AND TRANSFER COMPANY, a New Jersey corporation, as Rights Agent (the "Rights Agent"). RECITALS A. The Corporation and the Rights Agent are party to a Rights Agreement dated as of January 23, 2002, as amended by Amended and Restated First Amendment to Rights Agreement dated as of June 10, 2002 (as so amended, the "Rights Agreement"). B. Pursuant to Section 27 of the Rights Agreement, the Corporation may amend the Rights Agreement without the approval of any holders of Rights Certificates (as defined in the Rights Agreement) as the Corporation may deem necessary or desirable until such time as the Rights (as defined in the Rights Agreement) are no longer redeemable. C. The Rights are currently redeemable. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. Amendatory Provision. The definition of "Acquiring Person" contained in Section 1(a) of the Rights Agreement is hereby amended by inserting the following clause (vi) in full at the end of the first sentence of the definition of "Acquiring Person": , and (vi) Brascan Real Estate Financial Investments LLC, a Delaware limited liability company ("Brascan"), unless and until such time as Brascan becomes the Beneficial Owner of Common Shares other than (a) Common Shares received pursuant to the Investment Agreement dated as of November 14, 2002 between the Corporation and Brascan, and (b) Common Shares received pursuant to a stock dividend on, or subdivision of, the Common Shares received pursuant to such Investment Agreement. 2. Existing Agreement. Except as expressly amended hereby, all of the terms, covenants and conditions of the Rights Agreement (i) are ratified and confirmed; (ii) shall remain unamended and not waived; and (iii) shall continue in full force and effect. 3. Governing Law. This Second Amendment shall be governed by the internal laws of the State of Maryland without giving effect to the principles of conflict of laws thereof. 4. Counterparts. This Second Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which taken together, shall constitute one and the same instrument. 5. Enforceability. If any provision of this Second Amendment shall be held to be illegal, invalid or unenforceable under any applicable law, then such contravention or invalidity shall not invalidate the entire Second Amendment or the Rights Agreement. Such provision shall be deemed to be modified to the extent necessary to render it legal, valid and enforceable, and if no such modification shall render it legal, valid and enforceable, then this Second Amendment and the Rights Agreement shall be construed as if not containing the provision held to be invalid, and the rights and obligations of the parties shall be construed and enforced accordingly. [Signature Page Follows] IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed and attested, all as of the day and year first above written. CRIIMI MAE INC. Attest: /s/Nancy E. Currier By: /s/David B. Iannarone ----------------------------- ------------------------------- Name: Nancy E. Currier Name: David B. Iannarone Title: Assistant Secretary Title: Executive Vice President REGISTRAR AND TRANSFER COMPANY, as Rights Agent Attest: /s/Walter Boraczek By: /s/William P. Tatler --------------------------------- --------------------------- Name: Walter Boraczek Name: William P. Tatler Title: Vice President Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----