Criimi Mae Inc., a Rockville-based real estate investment trust that specializes in commercial mortgage-backed securities, yesterday proposed an $873 million reorganization plan to allow the company to emerge from bankruptcy.

The plan, which was endorsed by secured creditors and shareholders as well, calls for a recapitalization of the company through a combination of new loans from creditors and sales of assets, according to court papers.

Under the proposal, Criimi Mae's two largest creditors, Merrill Lynch Mortgage Capital Inc. and German American Capital Corp., a unit of Deutsche Bank, would provide new loans totaling an estimated $380 million, company sources said yesterday. In exchange, Merrill Lynch and German American would divide an immediate cash payment from Criimi Mae of $100 million, and would be repaid at least $50 million more over the next two years.

The rest of the recapitalization would come from other creditors and from the sale of commercial mortgage-backed securities owned by Criimi Mae.

The company said it may seek new equity capital from investors, though that is not required under the plan.

The company said it expects that most creditors and equity holders will recover 100 cents on the dollar if the plan is implemented.

Criimi Mae submitted the plan along with a disclosure statement detailing the company's operations and financial situation to the federal bankruptcy court in Greenbelt. It was endorsed by a committee representing Criimi Mae shareholders.

A competing plan was submitted earlier this week by a committee of unsecured creditors. That plan calls for liquidation of the company and distribution of the proceeds to creditors.

Assuming both plans meet the minimum legal requirements, the court will decide which one to implement.

The plan filed yesterday is an amended version of one filed in September that relied heavily on new equity investment from creditors and others. That plan had proved unworkable, as the company apparently was unable to come to terms with potential investors.

Company officials and the shareholders committee contend that the new plan offers the best chance of making creditors whole.

Criimi Mae has been under bankruptcy protection since Oct. 5, 1998.

The company had been a heavy buyer of the riskier "subordinated" portions of mortgage-backed securities, and when turmoil swept through the bond markets in the summer and fall of 1998, the value of Criimi Mae's holdings plunged. The company's lenders hit it with calls for more collateral, which it was unable to meet.