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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002
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Commission file number 33-94694
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CRIIMI MAE FINANCIAL CORPORATION
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(Exact name of registrant as specified in charter)
Maryland 52-1931369
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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) 816-2300
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
NONE
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(Title of Class)
Securities registered pursuant to Section 12(g) of the Act:
NONE
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(Title of class)
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 (or for such shorter period that the
registrant was required to file such reports), 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 March 25, 2003, 1,000 shares of common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
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Form 10-K Parts Document
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I, II, III Current Reports on Form 8-K filed with the
and IV Securities and Exchange Commission on
January 14, 2002, February 13, 2002,
March 13, 2002, April 15, 2002, May 8,
2002, June 12, 2002, July 10, 2002,
August 8, 2002, September 6, 2002,
October 11, 2002, November 12, 2002 and
December 12, 2002.
CRIIMI MAE FINANCIAL CORPORATION
2002 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
PART I
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Page
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Item 2. Properties......................................................................... 3
Item 3. Legal Proceedings.................................................................. 3
Item 4. Submission of Matters to a Vote
of Security Holders.............................................................. 3
PART II
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Item 5. Market for the Registrant's Common Stock
and Related Stockholder Matters.................................................. 3
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure........................................... 3
PART III
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Item 13. Certain Relationships and Related
Transactions..................................................................... 4
PART IV
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Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K.............................................................. 4
Signatures ................................................................................. 6
Certification ................................................................................. 8
Page 2
PART I
ITEM 2. PROPERTIES
The information required by Item 2 is incorporated herein by reference to
the Current Reports on Form 8-K filed with the Securities and Exchange
Commission ("SEC") on January 14, 2002, February 13, 2002, March 13, 2002, April
15, 2002, May 8, 2002, June 12, 2002, July 10, 2002, August 8, 2002, September
6, 2002, October 11, 2002, November 12, 2002 and December 12, 2002 and to the
Accountant's Report and the Annual Compliance Statement filed in response to
Item 14 of this Annual Report on Form 10-K.
ITEM 3. LEGAL PROCEEDINGS
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of 2002.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND
RELATED STOCKHOLDER MATTERS
CRIIMI MAE Financial Corporation's (the "Registrant") 1,000 shares of
authorized Common Stock are held by CRIIMI MAE Inc. ("CRIIMI MAE"), and are
not traded and have no trading market.
As of December 31, 2002, Collateralized Mortgage Obligations ("Bonds"),
with a face value of $69,982,117 and a fair market value of $71,797,083, were
outstanding. As of December 31, 2002, there is one holder of record of the
Bonds. The Bonds trade on the over-the-counter market.
Reference is made to the Current Reports on Form 8-K filed with the SEC on
January 14, 2002, February 13, 2002, March 13, 2002, April 15, 2002, May 8,
2002, June 12, 2002, July 10, 2002, August 8, 2002, September 6, 2002, October
11, 2002, November 12, 2002 and December 12, 2002 for information concerning
payments of principal and interest on the Bonds to Bondholders and dividends
paid to CRIIMI MAE as the sole shareholder of the Registrant.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
In May 2002, the Registrant dismissed Arthur Andersen as its independent
accountants. In June 2002, the Registrant selected Ernst & Young LLP as its
independent accountants to evaluate the Registrant's compliance with certain
procedures and the accuracy of certain of the Registrant's financial records and
to issue its report thereon for the year ending December 31, 2002.
Arthur Andersen's report on the evaluation of the Registrant's compliance
with certain procedures and the accuracy of certain of the Registrant's
financial records for the years ended December 31, 2001 and 2000 did not contain
any exceptions.
During the years ended December 31, 2001 and 2000 and through the date of
dismissal, there were: (i) no disagreements with Arthur Andersen as to the
accounting procedures or financial disclosures which, if not resolved to Arthur
Andersen's satisfaction, would have caused them to make reference to the subject
matter in connection with their report on the evaluation of the Registrant's
compliance with certain procedures and the accuracy of certain of the
Registrant's financial records; and (ii) there were no reportable events as
defined in Item 304(a)(1)(v) of Regulation S-K.
During the years ended December 31, 2001 and 2000 and the subsequent
interim period through May 2002, neither the Registrant nor anyone on its behalf
consulted Ernst & Young LLP with respect to the application of accounting
principles to a specified transaction, either completed or proposed; or the type
of report that might be rendered with respect to the Registrant's procedures and
financial records.
Page 3
PART III
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) Transactions with management and others.
During 2002, CRIIMI MAE was paid $338,110 by the Registrant for interest
expense due to CRIIMI MAE on the Mortgage Interest Strip Certificates that were
issued in conjunction with the Bonds.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K
(c) Exhibits
Exhibit No. Description
4. Indenture, dated as of October 1, 1995, among
CRIIMI MAE Financial Corporation and State
Street Bank and Trust Company, as Trustee.
(Incorporated by reference to Exhibit 2 to the
Current Report on Form 8-K filed with the
SEC on October 24, 1995).
10.1 Master Servicing Agreement, dated as of October
11, 1995, among CRIIMI MAE Financial Corporation,
as Issuer, CRIIMI MAE Services Limited Partnership,
as Master Servicer, State Street Bank and Trust
Company, as Lead, and State Street Bank and Trust
Company, as Trustee. (Incorporated by reference to
Exhibit 3 to the Current Report on Form 8-K filed
with the SEC on October 24, 1995).
99.1 Independent Public Accountants' Report on Applying
Agreed-Upon Procedures (filed herewith).
99.2 Annual Report for 2002 (filed herewith).
99.3 Management's Assertion (filed herewith).
99.4 Annual Compliance Statement (filed herewith).
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(b) Reports on Form 8-K
Date Purpose
January 14, 2002 Report to Mortgage Certificateholders for payment date January 1, 2002
February 13, 2002 Report to Mortgage Certificateholders for payment date February 1, 2002
March 13, 2002 Report to Mortgage Certificateholders for payment date March 1, 2002
April 15, 2002 Report to Mortgage Certificateholders for payment date April 1, 2002
May 8, 2002 Report to Mortgage Certificateholders for payment date May 1, 2002
June 12, 2002 Report to Mortgage Certificateholders for payment date June 3, 2002
July 10, 2002 Report to Mortgage Certificateholders for payment date July 1, 2002
August 8, 2002 Report to Mortgage Certificateholders for payment date August 1, 2002
September 6, 2002 Report to Mortgage Certificateholders for payment date September 3, 2002
October 11, 2002 Report to Mortgage Certificateholders for payment date October 1, 2002
November 12, 2002 Report to Mortgage Certificateholders for payment date November 1, 2002
December 12, 2002 Report to Mortgage Certificateholders for payment date December 2, 2002
Page 5
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.
CRIIMI MAE FINANCIAL CORPORATION
(Registrant)
March 31, 2003 /s/Barry S. Blattman
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DATE Barry S. Blattman
Chairman of the Board, Chief
Executive Officer and President
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Barry S. Blattman, severally, his
attorney-in-fact, with the power of substitution for him in any and all
capacities, to sign any amendments to this Annual Report on Form 10-K and to
file the same with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that each said attorney-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
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:
March 31, 2003 /s/Barry S. Blattman
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DATE Barry S. Blattman
Chairman of the Board, Chief
Executive Officer and President
(Principal Executive Officer)
March 31, 2003 /s/David B. Iannarone
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DATE David B. Iannarone
Executive Vice President, Chief
Operating Officer and Director
March 31, 2003 /s/Cynthia O. Azzara
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DATE Cynthia O. Azzara
Senior Vice President, Chief
Financial Officer and Treasurer
(Principal Accounting Officer)
March 31, 2003 /s/Brian Hanson
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DATE Brian Hanson
Senior Vice President
Mortgage Servicing
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DATE Kim E. Lutthans
Director
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Certification
I, Brian Hanson, certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on
Form 8-K containing distribution or servicing reports filed in respect of
periods included in the year covered by this annual report, of CRIIMI MAE
Financial Corporation;
2. Based on my knowledge, the information in these reports, taken as a whole,
does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of the
last day of the period covered by this annual report;
3. Based on my knowledge, the distribution or servicing information required
to be provided to the trustee by the servicer under the pooling and servicing,
or similar, agreement, for inclusion in these reports is included in these
reports;
4. I am responsible for reviewing the activities performed by the servicer
under the pooling and servicing, or similar, agreement and based upon my
knowledge and the annual compliance review required under that agreement, and
except as disclosed in the reports, the servicer has fulfilled its obligations
under that agreement; and
5. The reports disclose all significant deficiencies relating to the
servicer's compliance with the minimum servicing standards based upon the report
provided by an independent public accountant, after conducting a review in
compliance with the Uniform Single Attestation Program for Mortgage Bankers or
similar procedure, as set forth in the pooling and servicing, or similar,
agreement that is included in these reports.
In giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated parties: State Street Bank and
Trust Company.
Date: March 31, 2003
/s/Brian Hanson
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Brian Hanson
Senior Vice President
Mortgage Servicing
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