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.
ITEM 3. LEGAL PROCEEDINGS
Not applicable.
ITEM 4.
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.
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.
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.
PART III
ITEM 13.
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.
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).
(b) Reports on Form 8-K
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 - ------------------- ------------------------------------ DATE Barry S. Blattman Chairman of the Board, Chief Executive Officer and President
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 - --------------------- --------------------------------- DATE Barry S. Blattman Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer)
March 31, 2003 /s/David B. Iannarone - --------------------- --------------------------------- DATE David B. Iannarone Executive Vice President, Chief Operating Officer and Director
March 31, 2003 /s/Cynthia O. Azzara - --------------------- --------------------------------- DATE Cynthia O. Azzara Senior Vice President, Chief Financial Officer and Treasurer (Principal Accounting Officer)
March 31, 2003 /s/Brian Hanson - --------------------- --------------------------------- DATE Brian Hanson Senior Vice President Mortgage Servicing
- --------------------- --------------------------------- DATE Kim E. Lutthans Director
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 - ------------------------- Brian Hanson Senior Vice President Mortgage Servicing