ITEM 2. PROPERTIES
The information required by Item 2 is incorporated herein by reference to the Current Reports on Form 8-K and 8-K/A filed with the Securities and Exchange Commission (“SEC”) on January 14, 2003, May 13, 2003, June 11, 2003, July 9, 2003, August 14, 2003, September 11, 2003, October 14, 2003, November 13, 2003 and December 11, 2003 and to the Accountant’s Report and the Annual Compliance Statement filed in response to Item 15 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 2003.
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, 2003, Collateralized Mortgage Obligations (“Bonds”), with a face value of $55,698,082 and a fair market value of $56,604,681, were outstanding. As of December 31, 2003, 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 and Form 8-K/A filed with the SEC on January 14, 2003, May 13, 2003, June 11, 2003, July 9, 2003, August 14, 2003, September 11, 2003, October 14, 2003, November 13, 2003 and December 11, 2003 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 year ended December 31, 2001 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 2003, CRIIMI MAE was paid $252,614 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 15.
ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K and 8-K/A
(c)
Exhibits
(b)
Reports on Form 8-K and 8-K/A
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.
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: