**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

** **

**FORM 10-K**

** **

**ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934**

** **
| **For the fiscal year ended** | **December 31, 2003** |   |
|-------------------------------|-----------------------|--------|
|                          |                  |   |
| **Commission file number**    | **33-94694**          |   |

** **

**CRIIMI MAE FINANCIAL CORPORATION**

(Exact name of registrant as specified incharter)

 

| **Maryland**                                                    |   | **52-1931369**                        |
|-----------------------------------------------------------------|--------|---------------------------------------|
| (State or other jurisdiction of  incorporation or organization) |   | (I.R.S. Employer  Identification No.) |
|                                                            |   |                                  |
| **11200 Rockville Pike, Rockville, Maryland**                   |   | **20852**                             |
| (Address of principal executive offices)                        |   | (Zip Code)                            |
|                                                            |   |                                  |
| **(301) 816-2300**                                              |
| (Registrant’s telephone number, including  area code)      |
|                                                            |
| Securities registered pursuant to Section  12(b) of the Act:    |
|                                                            |
| **NONE**                                                        |
| (Title of Class)                                                |
|                                                            |
| Securities registered pursuant to Section  12(g) of the Act:    |
|                                                            |
| **NONE**                                                        |
| (Title of class)                                                |

 

Indicate by check mark whether the registrant  (1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (orfor 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  ý  No  o

 

Indicate by check mark if disclosure of delinquent filers pursuant toItem 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 informationstatements incorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K.  ý

 

Indicate by check mark whether the registrant is an accelerated filer(as defined in Rule 12b-2 of the Act). Yes  o  No  ý

 

As of March 25, 2004, 1,000 shares of common stock were outstanding.

 

 

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DOCUMENTS INCORPORATED BY REFERENCE

 

| **Form 10-K Parts** |   | **Document**                                                                                                                                                                                                                                                                                                                     |
|---------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                |   |                                                                                                                                                                                                                                                                                                                             |
| I, II, III and IV   |   | Current Reports on Form 8-K 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. Three Current Reports on Form 8-K/A filed with  the SEC on June 11, 2003. |

 

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CRIIMI MAE FINANCIAL CORPORATION

 

2003 ANNUAL REPORT ON FORM 10-K

 

 

TABLE OF CONTENTS

 
| PART I     |                                                                                  |
|------------|---------------------------------------------------------------------------------------|
|       |                                                                                  |   |
|       |                                                                                  |   |
| Item 2.    | Properties                                                                            |   |
| Item 3.    | Legal  Proceedings                                                                    |   |
| Item 4.    | Submission  of Matters to a Vote of Security Holders                                  |   |
|       |                                                                                  |   |
| PART II    |                                                                                  |
|       |                                                                                  |   |
| Item 5.    | Market  for the Registrant’s Common Stock and Related Stockholder Matters        |   |
| Item 9.    | Changes  in and Disagreements with Accountants on Accounting and Financial Disclosure |   |
|       |                                                                                  |   |
| PART III   |                                                                                  |
|       |                                                                                  |   |
| Item  13.  | Certain  Relationships and Related Transactions                                       |   |
|       |                                                                                  |   |
| PART IV    |                                                                                  |
|       |                                                                                  |   |
| Item  15.  | Exhibits,  Financial Statement Schedules, and Reports on Form 8-K                     |   |
|       |                                                                                  |   |
| Signatures |                                                                                  |

 

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PART I

 

ITEM 2.                             PROPERTIES

 

The information required by Item 2 is incorporated herein by referenceto the Current Reports on Form 8-K and 8-K/A filed with the Securities andExchange Commission (“SEC”) on January 14, 2003, May 13, 2003, June 11, 2003,July 9, 2003, August 14, 2003, September 11, 2003, October 14, 2003, November13, 2003 and December 11, 2003 and to the Accountant’s Report and the AnnualCompliance Statement filed in response to Item 15 of this Annual Report on Form10-K.

 

ITEM 3.                             LEGALPROCEEDINGS

 

Not applicable.

 

ITEM 4.                             SUBMISSIONOF MATTERS TO A VOTE OF SECURITY HOLDERS

 

No matters were submitted to a vote of security holders during thefourth quarter of 2003.

 

PART II

 

ITEM 5.                             MARKETFOR THE REGISTRANT’S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

 

CRIIMI MAE Financial Corporation’s (the “Registrant”) 1,000 shares ofauthorized Common Stock are held by CRIIMI MAE Inc. (“CRIIMI MAE”), and are nottraded 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, wereoutstanding. As of December 31, 2003, there is one holder of record of theBonds. The Bonds trade on the over-the-counter market.

 

Reference is made to the Current Reports on Form 8-K and Form 8-K/Afiled 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, 2003and December 11, 2003 for information concerning payments of principal andinterest on the Bonds to Bondholders and dividends paid to CRIIMI MAE as thesole shareholder of the Registrant.

 

ITEM 9.                             CHANGESIN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

In May 2002, the Registrant dismissed Arthur Andersen as itsindependent accountants. In June 2002, the Registrant selected Ernst &Young LLP as its independent accountants to evaluate the Registrant’scompliance with certain procedures and the accuracy of certain of theRegistrant’s financial records and to issue its report thereon for the yearending December 31, 2002.

 

Arthur Andersen’s report on the evaluation of the Registrant’scompliance with certain procedures and the accuracy of certain of the Registrant’sfinancial records for the years ended December 31, 2001 and 2000 did notcontain any exceptions.

 

During the years ended December 31, 2001 and 2000 and through the dateof dismissal, there were: (i) no disagreements with Arthur Andersen as to theaccounting procedures or financial disclosures which, if not resolved to Arthur

 

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Andersen’s satisfaction, would have caused them to make reference tothe subject matter in connection with their report on the evaluation of theRegistrant’s compliance with certain procedures and the accuracy of certain ofthe Registrant’s financial records; and (ii) there were no reportable events asdefined in Item 304(a)(1)(v) of Regulation S-K.

 

During the year ended December 31, 2001 and the subsequent interimperiod through May 2002, neither the Registrant nor anyone on its behalfconsulted Ernst & Young LLP with respect to the application of accountingprinciples to a specified transaction, either completed or proposed; or thetype of report that might be rendered with respect to the Registrant’sprocedures and financial records.

 

PART III

 
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED  TRANSACTIONS |
|----------|-------------------------------------------------|
|     |                                            |
| (a)      | Transactions with management and others.        |

 

During 2003, CRIIMI MAE was paid $252,614 by the Registrant forinterest expense due to CRIIMI MAE on the Mortgage Interest Strip Certificatesthat were issued in conjunction with the Bonds.

 

PART IV

 
| ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K and  8-K/A |
|----------|-----------------------------------------------------------------------------|
|     |                                                                        |
| (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). |
|            |   |            |
|            |   |            |
|            |   |            |
|            |   |            |   |
|            | 31     |            | Certification pursuant to Section 302(a) of the Sarbanes-Oxley Act  (filed herewith). |
|            |   |            |   |
|            | 99.1   |            | Officer’s Annual Statement as to compliance by CRIIMI MAE Services  Limited Partnership as Master Servicer (filed herewith). |
|            |   |            |   |
|            | 99.2   |            | Report of Independent Accountants on CRIIMI MAE Services Limited  Partnership’s compliance with minimum servicing standards (filed herewith). |
|            |   |            |   |
|            | 99.3   |            | Report of Management regarding CRIIMI MAE Services Limited  Partnership’s compliance with minimum servicing standards (filed herewith). |
|            |   |            |   |
|            | 99.4   |            | Report of Independent Accountants (filed herewith). |
|            |   |            |   |
|            | 99.5   |            | Annual Report for 2003 (filed herewith). |
|            |   |            |   |
|            | 99.6   |            | Management’s Assertion (filed herewith). |
|            |   |            |   |
|            | 99.7   |            | Annual Compliance Statement (filed herewith). |

 

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| (b) | Reports on Form 8-K and 8-K/A |
|-----|-------------------------------|

 
| **Date**           |   | **Purpose**                                                               |
|--------------------|--------|---------------------------------------------------------------------------|
|               |   |                                                                      |
| January 14, 2003   |   | Report to Mortgage Certificateholders for payment date January 2,  2003   |
|               |   |                                                                      |
| May 13, 2003       |   | Report to Mortgage Certificateholders for payment date May 1, 2003        |
|               |   |                                                                      |
| June 11, 2003      |   | Report to Mortgage Certificateholders for payment date February 3,  2003  |
|               |   |                                                                      |
| June 11, 2003      |   | Report to Mortgage Certificateholders for payment date March 3, 2003      |
|               |   |                                                                      |
| June 11, 2003      |   | Report to Mortgage Certificateholders for payment date April 1, 2003      |
|               |   |                                                                      |
| June 11, 2003      |   | Report to Mortgage Certificateholders for payment date June 2, 2003       |
|               |   |                                                                      |
| July 9, 2003       |   | Report to Mortgage Certificateholders for payment date July 1, 2003       |
|               |   |                                                                      |
| August 14, 2003    |   | Report to Mortgage Certificateholders for payment date August 1, 2003     |
|               |   |                                                                      |
| September 11, 2003 |   | Report to Mortgage Certificateholders for payment date September 1,  2003 |
|               |   |                                                                      |
| October 14, 2003   |   | Report to Mortgage Certificateholders for payment date October 1,  2003   |
|               |   |                                                                      |
| November 13, 2003  |   | Report to Mortgage Certificateholders for payment date November 3,  2003  |
|               |   |                                                                      |
| December 11, 2003  |   | Report to Mortgage Certificateholders for payment date December 1,  2003  |

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the SecuritiesExchange Act of 1934, Registrant has duly caused this Report to be signed onits behalf by the undersigned, thereunto duly authorized.

 
|                |   | CRIIMI MAE FINANCIAL CORPORATION |
|---------------------|--------|----------------------------------|
|                |   | (Registrant)                     |
|                |   |                             |
|                |   |                             |
| March 30, 2004 |   | /s/ Barry S. Blattman            |   |
| DATE                |   | Barry S. Blattman                |
|                |   | Chairman of the Board and Chief  |
|                |   | Executive Officer                |

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signatureappears below constitutes and appoints Barry S. Blattman, severally, hisattorney-in-fact, with the power of substitution for him in any and allcapacities, to sign any amendments to this Annual Report on Form 10-K and tofile the same with exhibits thereto and other documents in connectiontherewith, with the Securities and Exchange Commission, hereby ratifying andconfirming all that each said attorney-in-fact, or his substitute orsubstitutes, 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 theRegistrant and in the capacities and on the dates indicated:

 

 
| March 30, 2004 |   | /s/ Barry S. Blattman                                                                                           |   |
|---------------------|--------|-----------------------------------------------------------------------------------------------------------------|--------|
| DATE                |   | Barry S. Blattman                                                                                               |
|                |   | Chairman of the Board and Chief  Executive Officer (Principal  Executive Officer)                               |
|                |   |                                                                                                            |
|                |   |                                                                                                            |
| March 30, 2004 |   | /s/ Mark R. Jarrell                                                                                             |   |
| DATE                |   | Mark R. Jarrell                                                                                                 |
|                |   | President, Chief Operating  Officer and a Director                                                              |
|                |   |                                                                                                            |
|                |   |                                                                                                            |
| March 30, 2004 |   | /s/ Cynthia O. Azzara                                                                                           |   |
| DATE                |   | Cynthia O. Azzara                                                                                               |
|                |   | Executive Vice President, Chief  Financial Officer and Treasurer  (Principal Financial and Accounting  Officer) |

 

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| March 30, 2004 |                            | /s/ Stephen M. Abelman |   |
|---------------------|---------------------------------|------------------------|--------|
| DATE                | Stephen M. Abelman              |
|                | Executive Vice President, Asset |
|                | Management                      |
|                |                            |
|                |                            |
|                |                            |                   |   |
| DATE                | Kenneth J. Uva                  |
|                | Director                        |
|                     |                                 |                        |        |  |

 

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