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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
Amendment No. 2
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Imperial Credit Commercial Mortgage Investment Corp.
(Name of Issuer)
Imperial Credit Industries Inc.
Imperial Credit Commercial Mortgage Investment Corp.
ICCMIC Acquisition Corp.
(Name of Person(s) Filing Statement)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
45272T 10 2
(CUSIP Number of Class of Securities)
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Irwin L. Gubman, Esq. Norbert M. Seifert, Esq.
General Counsel General Counsel
Imperial Credit Industries, Inc. Imperial Credit Commercial Mortgage
23550 Hawthorne Blvd. Investment Corp.
Bldg. #1, Suite 240 11601 Wilshire Blvd, Suite 2080
Torrance, CA 90505 Los Angeles, CA 90025
(310) 791-8040 (310) 231-1280
(Name and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)
Copies to:
James R. Walther, Esq. Andrew L. Weil, Esq.
Mayer, Brown & Platt Sonnenschein Nath & Rosenthal
350 S. Grand Ave., 25th Floor 8000 Sears Tower
Los Angeles, CA 90071 Chicago, IL 60606
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This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [_] The filing of a registration statement under the Securities Act of
1933.
c. [_] A tender offer.
d. [_] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. [X]
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CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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$302,730,160 $60,547
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* Pursuant to, and as provided by, Rule 0-11(b)(1), the amount required to be
paid with the filing of this Schedule 13E-3 is $60,530. This amount is based
upon $11.5753246 (price per share being paid for outstanding shares pursuant
to the merger), $1.10 (price per share being paid for 815,500 outstanding
stock options with an exercise price of $15.00 per share) and $2.71 (price
per share being paid for 621,750 outstanding stock options with an exercise
price of $9.00 per share).
[X]Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount previously paid: $60,530 Filing party: Imperial Credit Commercial
Mortgage Investment Corp.
Form or registration no.: Preliminary Schedule 14A Date Filed: December 22,
1999
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This Amendment No. 2 amends and restates the Rule 13e-3 Transaction
Statement on Schedule 13E-3 (the "Statement"), dated October 21, 1999 and
Amendment No. 1 to the Schedule 13E-3, dated December 22, 1999, filed in
connection with the proposed merger (the "Merger") of ICCMIC Acquisition Corp.
("Merger Sub"), a Maryland corporation, with and into Imperial Credit
Commercial Mortgage Investment Corp., a Maryland corporation ("ICCMIC" or the
"Company"), pursuant to a Merger Agreement (the "Merger Agreement") dated July
22, 1999, as amended October 29, 1999 by and among Merger Sub, the Company and
Imperial Credit Industries, Inc., a California corporation and sole corporate
parent of Merger Sub ("Imperial Credit").
Upon the effectiveness of the merger (the "Effective Time"), each share of
the Company's common stock issued and outstanding immediately prior to the
Effective Time (other than shares held by Imperial Credit or any subsidiary of
Imperial Credit or the Company) will be converted into $11.5753246 in cash. The
Company's shareholders also have the right to receive a final dividend of any
previously undistributed taxable income of the Company after the Merger.
The information contained (or incorporated by reference) in this Statement
concerning the Company, including, without limitation, the deliberations of the
special committee of the Company's Board of Directors in connection with the
Merger, the opinion of the financial advisor to the special committee of the
Company's Board of Directors and the Company's capital structure and historical
financial statements and projections, was supplied by the Company (although the
financial projections supplied were prepared by the financial advisor to the
special committee of the Company's Board of Directors, based substantially on
information and assumptions provided by the Company's management). Neither
Imperial Credit nor Merger Sub takes responsibility for the accuracy of such
information.
The information contained (or incorporated by reference) in this Statement
concerning Imperial Credit and Merger Sub was supplied by Imperial Credit. The
Company takes no responsibility for the accuracy of such information.
This Statement is being filed with the Securities and Exchange Commission
(the "Commission") concurrently with a revised preliminary proxy statement
filed by the Company pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "Proxy Statement"). A copy of the Proxy Statement
is attached hereto as Exhibit (d)(3). By filing this Schedule 13E-3, none of
the joint signatories concedes that Rule 13e-3 under the Securities Exchange
Act of 1934, as amended, is applicable to the Merger or the Merger Agreement,
including other transactions contemplated therein.
The following Cross Reference Sheet is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Proxy Statement
of the information required to be included in response to the items of this
Statement. The information in the Proxy Statement, including all appendices
thereto, is expressly incorporated herein by reference and the responses to
each item herein are qualified in their entirety by the provisions of the Proxy
Statement and the appendices thereto. Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed to such terms in the
Proxy Statement.
1
CROSS REFERENCE SHEET
Item in Schedule 13E-3 Caption or Location in the Proxy Statement
---------------------- ------------------------------------------
Item 1(a)...................... "The Companies -- Imperial Credit Commercial
Mortgage Investment Corp."
Item 1(b)...................... "Summary -- Record Date; Stock Entitled to
Vote;" "Information Concerning the Special
Meeting -- Record Date; Outstanding Common
Stock Entitled To Vote; Quorum" and "Common
Stock Market Price and Dividend Information"
Item 1(c)...................... "Common Stock Market Price and Dividend
Information -- Market Prices"
Item 1(d)...................... "Questions and Answers About the Proposed
Merger;" "Summary -- What Stockholders Will
Receive in the Proposed Merger," "-- ICCMIC
Shares: Book Value, Dividends and Earnings;"
"Special Factors: Background, Purpose and
Effects of the Proposed Merger --
Recommendation of the Special Committee and the
Board of Directors; Reasons for the Proposed
Merger;" "The Merger Agreement -- Covenants;
Conduct of Business Pending the Proposed
Merger" and "Common Stock Market Price and
Dividend Information -- Dividend Policy"
Item 1(e)...................... "The Companies -- Imperial Credit Commercial
Mortgage Investment Corp."
Item 1(f)...................... "Relationships and Transactions Between ICII,
ICCMIC and Affiliates -- Purchases and Sales of
Common Stock by ICII and its Affiliates"
Item 2(a)-(d), (g)............. "The Companies -- Imperial Credit Industries,
Inc.," "-- ICCMIC Acquisition Corp.;"
"Management of ICCMIC" and "Management of ICII
and ICCMIC Acquisition Corp."
Item 2(e)...................... *
Item 2(f)...................... *
Item 3(a) ..................... "Questions and Answers About the Proposed
Merger;" "Summary;" "Special Factors:
Background, Purpose and Effects of the Proposed
Merger -- Background of the Proposed Merger,"
"-- Recommendation of the Special Committee and
the Board of Directors; Reasons for the
Proposed Merger," "-- ICII's Purpose for
Pursuing the Proposed Merger; Structure of the
Proposed Merger," "-- Potential Asset Sales
Prior to the Proposed Merger;" "The Merger
Agreement" and "Relationships and Transactions
Between ICII, ICCMIC and Affiliates"
Item 3(b)...................... "Summary;" "Special Factors: Background, Purpose
and Effects of the Proposed Merger --
Background of the Proposed Merger" and
"Management's Conflicts of Interest in the
Proposed Merger"
2
Item 4(a)...................... "Questions and Answers About the Proposed
Merger;" "Summary -- Our Reasons for the
Proposed Merger and Our Recommendation," "--
The Proposed Merger," "-- What Stockholders
Will Receive in the Proposed Merger," "--
Conditions to Completion of the Proposed
Merger," "-- Termination of the Merger
Agreement;" "Management's Conflicts of Interest
in the Proposed Merger;" "-- The Merger
Agreement;" "Fees and Expenses" and "Appendix
A -- Merger Agreement, as amended"
Item 4(b) ..................... "Summary -- Negative Factors Considered by the
Special Committee," "-- The Proposed Merger,"
"-- Votes Required," "-- Treatment of
Outstanding ICCMIC Stock Options," "--
Management's Conflicts of Interest in the
Proposed Merger;" "Information Concerning the
Special Meeting -- Votes Required;" "Special
Factors: Background, Purpose and Effects of the
Proposed Merger -- Benefits and Detriments to
Nonaffiliated Stockholders;" "Management's
Conflicts of Interest in the Proposed Merger --
Treatment of Stock Options," "-- Agreements
between Mark S. Karlan, ICII and the Manager,"
"-- Indemnification of Directors and Officers;"
"The Merger Agreement -- Merger Consideration,"
"-- Cancellation of ICCMIC Common Stock," "--
Stock Option and Other Plans," "-- Directors
and Officers," "-- ICII Standstill Agreement,"
"-- Certain SPB Loans," "-- Termination Fees
and Expenses" and "Appendix A -- Merger
Agreement, as amended"
Item 5(a)-(g).................. "Summary -- The Proposed Merger;" "Special
Factors: Background, Purpose and Effects of the
Proposed Merger -- Management Agreement;
Appraisal," "-- ICII's Purpose for Pursuing the
Proposed Merger; Structure of the Proposed
Merger," "-- Consequences of the Proposed
Merger," "-- Plans for ICCMIC after the
Proposed Merger," "-- Financing; Source of
Funds;" "The Merger Agreement" and "Appendix A
-- Merger Agreement, as amended"
Item 6(a)-(c).................. "Summary -- Financing; Source of Funds;"
"Special Factors: Background, Purpose and
Effects of the Proposed Merger -- Financing;
Source of Funds" and "Fees and Expenses"
Item 6(d)...................... *
Item 7(a)...................... "Summary -- Our Reasons for the Proposed Merger
and Our Recommendation," "-- ICII's Reasons for
the Proposed Merger;" "Special Factors:
Background, Purpose and Effects of the Proposed
Merger -- Recommendation of the Special
Committee and the Board of Directors; Reasons
for the Proposed Merger," "-- Opinion of the
Financial Advisor to the Special Committee,"
"-- ICII's Purpose for Pursuing the Proposed
Merger; Structure of the Proposed Merger" and
"-- ICII's Analysis of the Proposed Merger"
3
Item 7(b)...................... "Summary -- Negative Factors Considered by the
Special Committee," "-- Solicitation of
Alternative Transactions," "-- Standstill;
Qualifying Alternative Transaction;" "Special
Factors: Background, Purpose and Effects of the
Proposed Merger -- Background of the Proposed
Merger," "-- 60-Day Market Check Process," "--
Recommendation of the Special Committee and
the Board of Directors; Reasons for the
Proposed Merger," "-- ICII's Purpose for
Pursuing the Proposed Merger; Structure of the
Proposed Merger;" "The Merger Agreement --
Solicitation Period and Superior Proposals"
and "-- ICII Standstill Agreement"
Item 7(c)...................... "Summary -- Our Reasons for the Proposed Merger
and Our Recommendation," "-- ICII's Reasons for
the Proposed Merger," "-- Opinion of Financial
Advisor;" "Special Factors: Background, Purpose
and Effects of the Proposed Merger --
Recommendation of the Special Committee and
the Board of Directors; Reasons for the
Proposed Merger," "-- Opinion of the Financial
Advisor to the Special Committee," "-- ICII's
Purpose for Pursuing the Proposed Merger;
Structure of the Proposed Merger" and "--
ICII's Analysis of the Proposed Merger"
Item 7(d)...................... "Questions and Answers About the Proposed
Merger;" "Summary -- Negative Factors
Considered by the Special Committee," "-- The
Proposed Merger," "-- What Stockholders Will
Receive in the Proposed Merger," "-- Management
Agreement; Appraisal," "-- Treatment of
Outstanding ICCMIC Stock Options," "--
Accounting Treatment," "-- Management's
Conflicts of Interest in the Proposed Merger;"
"Special Factors: Background, Purpose and
Effects of the Proposed Merger -- Management
Agreement; Appraisal," "-- Benefits and
Detriments to Nonaffiliated Stockholders," "--
ICII's Purpose for Pursuing the Proposed
Merger; Structure of the Proposed Merger," "--
Consequences of the Proposed Merger," "--
Plans for ICCMIC after the Proposed Merger,"
"-- No Appraisal Rights," "-- Material Tax
Consequences," "-- Accounting Treatment;"
"Management's Conflicts of Interest in the
Proposed Merger;" "The Merger Agreement" and
"Appendix A -- Merger Agreement, as amended"
Item 8(a)-(b).................. "Summary -- Our Reasons for Our View of the
Proposed Merger and Our Recommendation," "--
Negative Factors Considered by the Special
Committee," "-- ICII's Reasons for the Proposed
Merger," "-- Solicitation of Alternative
Transactions," "-- Standstill; Qualifying
Alternative Transaction," "-- Opinion of
Financial Advisor," "-- ICCMIC Shares: Book
Value, Dividends and Earnings;" "Special
Factors: Background, Purpose and Effects of the
Proposed Merger -- Recommendation of the
Special Committee and the Board of Directors;
Reasons for
4
the Proposed Merger," "-- 60-Day Market Check
Process," "-- Opinion of the Financial Advisor
to the Special Committee," "Management
Agreement;
Appraisal," "-- Benefits and Detriments to
Nonaffiliated Stockholders," "-- ICII's Purpose
for Pursuing the Proposed Merger; Structure of
the Proposed Merger," "-- ICII's Analysis of
the Proposed Merger" and "Appendix B -- Opinion
of Prudential Securities Incorporated"
Item 8(c)...................... "Summary -- Record Date; Stock Entitled to
Vote," "-- Votes Required;" "Information
Concerning the Special Meeting -- Record Date;
Outstanding Common Stock Entitled to Vote;
Quorum" and "-- Votes Required"
Item 8(d)...................... "Summary -- Our Reasons for the Proposed Merger
and Our Recommendation," "-- Opinion of
Financial Advisor;" "Special Factors:
Background, Purpose and Effects of the Proposed
Merger -- Background of the Proposed Merger"
and "-- Opinion of the Financial Advisor to the
Special Committee"
Item 8(e)...................... "Special Factors: Background, Purpose and
Effects of the Proposed Merger -- Background of
the Proposed Merger" and "-- Recommendation of
the Special Committee and the Board of
Directors; Reasons for the Proposed Merger"
Item 8(f)...................... "Summary -- Solicitation of Alternative
Transactions;" "Special Factors: Background,
Purpose and Effects of the Proposed Merger --
Background of the Proposed Merger," "-- 60-Day
Market Check Process" and "The Merger Agreement
-- Solicitation Period and Superior Proposals"
Item 9......................... "Summary -- Our Reasons for Proposed Merger and
Our Recommendation," "-- Opinion of Financial
Advisor;" "Cautionary Statement Concerning
Forward-Looking Statements;" "Special Factors:
Background, Purpose and Effects of the Proposed
Merger -- Background of the Proposed Merger,"
"-- 60-Day Market Check Process," "-- Opinion
of the Financial Advisor to the Special
Committee;" "Appendix B -- Opinion of
Prudential Securities Incorporated" and
"Appendix C -- Summary of Appraisals of Robert
A. Stanger & Co., Inc., Houlihan Lokey Howard &
Zukin Financial Advisors, Inc. and Eastdil
Realty Company, L.L.C."
Item 10(a)..................... "Summary -- Share Ownership by Management" and
"Securities Ownership"
Item 10(b)..................... "Relationships and Transactions Between ICII,
ICCMIC and Affiliates -- Purchases and Sales of
Common Stock by ICII and its Affiliates"
Item 11........................ "Questions and Answers About the Proposed
Merger;" "Summary -- Record Date; Stock
Entitled to Vote," "-- Votes Required," "--
Share Ownership by Management;" "Information
Concerning the Special
5
"Meeting -- Voting of Proxies;" "Management's
Conflicts of Interest in the Proposed Merger --
Treatment of Stock Options;" "The Merger
Agreement -- The Proposed Merger," "-- Merger
Consideration," "-- Cancellation of ICCMIC
Common Stock," "-- Payment Procedures," "--
Transfer of Common Stock," "-- Stock Option
and Other Plans," "-- ICII Standstill
Agreement," "-- Covenants; Conduct of Business
Pending the Proposed Merger" and "Common Stock
Market Price and Dividend Information --
Dividend Policy"
Item 12(a)..................... "Summary -- Share Ownership of Management" and
"Information Concerning the Special Meeting --
Votes Required"
Item 12(b)..................... "Special Factors: Background, Purpose and
Effects of the Proposed Merger --
Recommendation of the Special Committee and
the Board of Directors; Reasons for the
Proposed Merger" and "-- ICII's Purpose for
Pursuing the Proposed Merger; Structure of the
Proposed Merger"
Item 13(a)..................... "Special Factors: Background, Purpose and
Effects of the Proposed Merger -- No Appraisal
Rights"
Item 13(b)..................... *
Item 13(c)..................... *
Item 14(a)..................... "Summary -- ICCMIC Shares: Book Value, Dividends
and Earnings;" "Selected Historical Financial
Data of ICCMIC" and "Where You Can Find More
Information"
Item 14(b)..................... *
Item 15(a)..................... "Summary -- Financing Source of Funds," "--
Management Agreement; Appraisal;" "Information
Concerning the Special Meeting -- Proxy
Solicitation;" "Special Factors: Background,
Purpose and Effects of the Proposed Merger --
Management Agreement; Appraisal," "-- ICII's
Purpose for Pursuing the Proposed Merger;
Structure of the Proposed Merger," "-- Plans
for ICCMIC after the Proposed Merger," "--
Financing; Source of Funds" and "Fees and
Expenses"
Item 15(b)..................... "Summary -- Opinion of Financial Advisor;"
"Information Concerning the Special Meeting --
Proxy Solicitation;" "Special Factors:
Background, Purpose and Effects of the Proposed
Merger -- Opinion of the Financial Advisor to
the Special Committee," "-- Management
Agreement; Appraisal;" "Fees and Expenses" and
"Appendix C --Summary of Appraisals of Robert
A. Stanger & Co., Inc., Houlihan Lokey Howard &
Zukin Financial Advisors, Inc. and Eastdil
Realty Company, L.L.C."
Item 16........................ Entirety of Proxy Statement
Item 17(a)-(f)................. Separately filed with this Statement
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* The Item is inapplicable or the answer thereto is in the negative.
6
Item 1. Issuer and Class of Security Subject to Transaction
(a) The information set forth on the cover page to the Proxy Statement and
in the section entitled "The Companies -- Imperial Credit Commercial Mortgage
Investment Corp." is incorporated herein by reference.
(b) The exact title of the stock which is the subject of the Rule 13e-3
transaction is Common Stock, par value $0.0001 per share (the "Common Stock").
The information set forth in the sections of the Proxy Statement entitled
"Summary -- Record Date; Stock Entitled to Vote;" "Information Concerning the
Special Meeting -- Record Date; Outstanding Common Stock Entitled To Vote;
Quorum" and "Common Stock Market Price and Dividend Information" is
incorporated herein by reference.
(c) The information set forth in the section of the Proxy Statement entitled
"Common Stock Market Price and Dividend Information -- Market Prices" is
incorporated herein by reference.
(d) The information set forth in the sections of the Proxy Statement
entitled "Questions and Answers About the Proposed Merger;" "Summary -- What
Stockholders Will Receive in the Proposed Merger," "-- ICCMIC Shares: Book
Value, Dividends and Earnings;" "Special Factors: Background, Purpose and
Effects of the Proposed Merger -- Recommendation of the Special Committee and
the Board of Directors; Reasons for the Proposed Merger;" "The Merger
Agreement -- Covenants; Conduct of Business Pending the Proposed Merger" and
"Common Stock Market Price and Dividend Information -- Dividend Policy" is
incorporated herein by reference.
(e) The information set forth in the section of the Proxy Statement entitled
"The Companies -- Imperial Credit Commercial Mortgage Investment Corp." is
incorporated herein by reference.
(f) The information set forth in the section of the Proxy Statement entitled
"Relationships and Transactions Between ICII, ICCMIC and Affiliates --
Purchases and Sales of Common Stock by ICII and its Affiliates" is
incorporated herein by reference.
Item 2. Identity and Background
This statement is being filed jointly by the Company (which is the issuer of
the class of equity securities that is the subject of the Rule 13e-3
transaction), Merger Sub and Imperial Credit. The information set forth in the
sections of the Proxy Statement entitled "The Companies -- Imperial Credit
Industries, Inc." and "-- ICCMIC Acquisition Corp." is incorporated herein by
reference.
(a)-(d) The information set forth in the sections of the Proxy Statement
entitled "Management of ICCMIC" and "Management of ICII and ICCMIC Acquisition
Corp." is incorporated herein by reference.
(e)-(f) During the last five years, none of the Company, Merger Sub or
Imperial Credit nor (to the knowledge of each of the Company, Merger Sub and
Imperial Credit, respectively) any executive officer or director of the
Company, Merger Sub or Imperial Credit, respectively, (i) has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining further violations of,
or prohibiting activities subject to, federal or state securities laws or
finding any violation of such laws.
(g) The information set forth in the sections of the Proxy Statement
entitled "Management of ICCMIC" and "Management of ICII and ICCMIC Acquisition
Corp." is incorporated herein by reference.
Item 3. Past Contacts, Transactions or Negotiations
(a) The information set forth in the sections of the Proxy Statement
entitled "Questions and Answers About the Proposed Merger;" "Summary;" "Special
Factors: Background, Purpose and Effects of the Proposed Merger -- Background
of the Proposed Merger," "-- Recommendation of the Special Committee and
7
the Board of Directors; Reasons for the Proposed Merger," "-- ICII's Purpose
for Pursuing the Proposed Merger; Structure of the Proposed Merger," "--
Potential Asset Sales Prior to the Proposed Merger;" "The Merger Agreement"
and "Relationships and Transactions Between ICII, ICCMIC and Affiliates" is
incorporated herein by reference.
(b) The information set forth in the sections of the Proxy Statement
entitled "Summary;" "Special Factors: Background, Purpose and Effects of the
Proposed Merger -- Background of the Proposed Merger" and "Management's
Conflicts of Interest in the Proposed Merger" is incorporated herein by
reference.
Item 4. Terms of Transaction
(a) The information set forth in the sections of the Proxy Statement
entitled "Questions and Answers About the Proposed Merger;" "Summary -- Our
Reasons for the Proposed Merger and Our Recommendation," " -- The Proposed
Merger," "-- What Stockholders Will Receive in the Proposed Merger," "--
Conditions to Completion of the Proposed Merger," "-- Termination of the
Merger Agreement;" "Management's Conflicts of Interest in the Proposed Merger;"
"The Merger Agreement;" "Fees and Expenses" and in Appendix A is incorporated
herein by reference.
(b) The information set forth in the sections of the Proxy Statement
entitled "Summary -- Negative Factors Considered by the Special Committee," "--
The Proposed Merger," "-- Votes Required," "-- Treatment of Outstanding ICCMIC
Stock Options," "-- Management's Conflicts of Interest in the Proposed Merger;"
"Information Concerning the Special Meeting -- Votes Required;" "Special
Factors: Background, Purpose and Effects of the Proposed Merger--Benefits and
Detriments to Nonaffiliated Stockholders;" "Management's Conflicts of Interest
in the Proposed Merger -- Treatment of Stock Options," "-- Agreements between
Mark S. Karlan, ICII and the Manager;" "-- Indemnification of Directors and
Officers;" "The Merger Agreement -- Merger Consideration," "-- Cancellation of
ICCMIC Common Stock," "-- Stock Option and Other Plans," "-- Directors and
Officers," "-- ICII Standstill Agreement," "-- Certain SPB Loans," "--
Termination Fees and Expenses" and in Appendix A is incorporated herein by
reference.
Item 5. Plans or Proposals of the Issuer or Affiliate
(a)-(g) The information set forth in the sections of the Proxy Statement
entitled "Summary -- The Proposed Merger;" "Special Factors: Background,
Purpose and Effects of the Proposed Merger -- Management Agreement; Appraisal,"
"-- ICII's Purpose for Pursuing the Proposed Merger; Structure of the Proposed
Merger," "-- Consequences of the Proposed Merger," "-- Plans for ICCMIC after
the Proposed Merger," "-- Financing; Source of Funds," "The Merger Agreement"
and in Appendix A is incorporated herein by reference.
Item 6. Source and Amount of Funds or Other Consideration
(a) The information set forth in the sections of the Proxy Statement
entitled "Summary -- Financing; Source of Funds" and "Special Factors:
Background, Purpose and Effects of the Proposed Merger -- Financing; Source of
Funds" is incorporated herein by reference.
(b) The information set forth in the sections of the Proxy Statement
entitled "Summary -- Financing; Source of Funds," "Special Factors: Background,
Purpose and Effects of the Proposed Merger -- Financing; Source of Funds" and
"Fees and Expenses" is incorporated herein by reference.
(c) The information set forth in the sections of the Proxy Statement
entitled "Summary -- Financing; Source of Funds" and "Special Factors:
Background, Purpose and Effects of the Proposed Merger -- Financing; Source of
Funds" is incorporated herein by reference.
(d) Not applicable.
8
Item 7. Purpose(s), Alternatives, Reasons and Effects.
(a) The information set forth in the sections of the Proxy Statement
entitled "Summary -- Our Reasons for the Proposed Merger and Our
Recommendation," " -- ICII's Reasons for the Proposed Merger;" "Special
Factors: Background, Purpose and Effects of the Proposed Merger --
Recommendation of the Special Committee and the Board of Directors; Reasons
for the Proposed Merger," " -- Opinion of the Financial Advisor to the Special
Committee," " -- ICII's Purpose for Pursuing the Proposed Merger; Structure of
the Proposed Merger" and " -- ICII's Analysis of the Proposed Merger" is
incorporated herein by reference.
(b) The information set forth in the sections of the Proxy Statement
entitled "Summary -- Negative Factors Considered by the Special Committee,"
" -- Solicitation of Alternative Transactions," " -- Standstill; Qualifying
Alternative Transaction;" "Special Factors: Background, Purpose and Effects of
the Proposed Merger -- Background of the Proposed Merger," " -- 60-Day Market
Check Process," " -- Recommendation of the Special Committee and the Board of
Directors; Reasons for the Proposed Merger," "ICII's Purpose for Pursuing the
Proposed Merger; Structure of the Proposed Merger;" "The Merger Agreement --
Solicitation Period and Superior Proposals" and " -- ICII Standstill
Agreement" is incorporated herein by reference.
(c) The information set forth in the sections of the Proxy Statement
entitled "Summary -- Our Reasons for the Proposed Merger and Our
Recommendation," " -- ICII's Reasons for the Proposed Merger," " -- Opinion of
Financial Advisor;" "Special Factors: Background, Purpose and Effects of the
Proposed Merger -- Recommendation of the Special Committee and the Board of
Directors; Reasons for the Proposed Merger," " -- Opinion of the Financial
Advisor to the Special Committee," " -- ICII's Purpose for Pursuing the
Proposed Merger; Structure of the Proposed Merger" and " -- ICII's Analysis of
the Proposed Merger" is incorporated herein by reference.
(d) The information set forth in the sections of the Proxy Statement
entitled "Questions and Answers About the Proposed Merger;" "Summary --
Negative Factors Considered by the Special Committee," "-- The Proposed
Merger," " -- What Stockholders Will Receive in the Proposed Merger," " --
Management Agreement; Appraisal," " -- Treatment of Outstanding ICCMIC Stock
Options," " -- Accounting Treatment," " -- Management's Conflicts of Interest
in the Proposed Merger;" "Special Factors: Background, Purpose and Effects of
the Proposed Merger -- Management Agreement; Appraisal," " -- Benefits and
Detriments to Nonaffiliated Stockholders," " -- ICII's Purpose for Pursuing the
Proposed Merger; Structure of the Proposed Merger," " -- Consequences of the
Proposed Merger," " -- Plans for ICCMIC after the Proposed Merger," " -- No
Appraisal Rights," " -- Material Tax Consequences," " -- Accounting Treatment;"
"Management's Conflicts of Interest in the Proposed Merger;" "The Merger
Agreement" and in Appendix A is incorporated herein by reference.
Item 8. Fairness of the Transaction
(a)-(b) The information set forth in the sections of the Proxy Statement
entitled "Summary -- Our Reasons for the Proposed Merger and Our
Recommendation," " -- Negative Factors Considered by the Special Committee,"
" -- ICII's Reasons for the Proposed Merger," " -- Solicitation of Alternative
Transactions," " -- Standstill; Qualifying Alternative Transaction," " --
Opinion of Financial Advisor," " -- ICCMIC Shares: Book Value, Dividends and
Earnings;" "Special Factors: Background, Purpose and Effects of the Proposed
Merger --Recommendation of the Special Committee and the Board of Directors;
Reasons for the Proposed Merger," " -- 60-Day Market Check Process," " --
Opinion of the Financial Advisor to the Special Committee," "Management
Agreement; Appraisal," " -- Benefits and Detriments to Nonaffiliated
Stockholders," " -- ICII's Purpose for Pursuing the Proposed Merger; Structure
of the Proposed Merger," " -- ICII's Analysis of the Proposed Merger" and in
Appendix B is incorporated herein by reference.
(c) The information set forth in the sections of the Proxy Statement
entitled "Summary -- Record Date; Stock Entitled to Vote," " -- Votes
Required;" "Information Concerning the Special Meeting -- Record Date;
Outstanding Common Stock Entitled to Vote; Quorum" and " -- Votes Required" is
incorporated herein by reference.
9
(d) The information set forth in the sections of the Proxy Statement
entitled "Summary -- Our Reasons for the Proposed Merger and Our
Recommendation," " -- Opinion of Financial Advisor;" "Special Factors:
Background, Purpose and Effects of the Proposed Merger -- Background of the
Proposed Merger" and " -- Opinion of the Financial Advisor to the Special
Committee" is incorporated herein by reference.
(e) The information set forth in the sections of the Proxy Statement
entitled "Special Factors: Background, Purpose and Effects of the Proposed
Merger -- Background of the Proposed Merger" and " -- Recommendation of the
Special Committee and the Board of Directors; Reasons for the Proposed Merger"
is incorporated herein by reference.
(f) The information set forth in the sections entitled "Summary --
Solicitation of Alternative Transactions;" "Special Factors: Background,
Purpose and Effects of the Proposed Merger -- Background of the Proposed
Merger," " -- 60-Day Market Check Process" and "The Merger Agreement --
Solicitation Period and Superior Proposals" is incorporated herein by
reference.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations
(a)-(c) The information set forth in the sections of the Proxy Statement
entitled "Summary -- Our Reasons for Proposed Merger and Our Recommendations,"
" -- Opinion of Financial Advisor;" "Cautionary Statement Concerning Forward-
Looking Statements;" "Special Factors: Background, Purpose and Effects of the
Proposed Merger -- Background of the Proposed Merger," " -- 60-Day Market Check
Process," " -- Opinion of the Financial Advisor to the Special Committee;" and
in Appendices B and C is incorporated herein by reference. Exhibits (b)(2)
through (b)(9) attached hereto are also incorporated by reference.
Item 10. Interest in Securities of the Issuer
(a) The information set forth in the sections of the Proxy Statement
entitled "Summary -- Share Ownership by Management" and "Securities Ownership"
is incorporated herein by reference.
(b) The information set forth in the section of the Proxy Statement entitled
"Relationships and Transactions Between ICII, ICCMIC and Affiliates --
Purchases and Sales of Common Stock by ICII and its Affiliates" is
incorporated herein by reference.
Item 11. Contracts, Arrangements or Understandings With Respect to the Issuer's
Securities
The information set forth in the sections of the Proxy Statement entitled
"Questions and Answers About the Proposed Merger;" "Summary -- Record Date;
Stock Entitled to Vote," " -- Votes Required," " -- Share Ownership by
Management;" "Information Concerning the Special Meeting -- Voting of Proxies;"
"Management's Conflicts of Interest in the Proposed Merger -- Treatment of
Stock Options;" "The Merger Agreement -- The Proposed Merger," " -- Merger
Consideration," " -- Cancellation of ICCMIC Common Stock," " -- Payment
Procedures," " -- Transfer of Common Stock," " -- Stock Option and Other
Plans," " -- ICII Standstill Agreement," " -- Covenants; Conduct of Business
Pending the Proposed Merger" and "Common Stock Market Price and Dividend
Information -- Dividend Policy" is incorporated herein by reference.
Item 12. Present Intention and Recommendation of Certain Persons With Regard to
the Transaction
(a) The information set forth in the sections of the Proxy Statement
entitled "Summary -- Share Ownership of Management" and "Information Concerning
the Special Meeting -- Votes Required" is incorporated herein by reference.
(b) The information set forth in the sections of the Proxy Statement
entitled "Special Factors: Background, Purpose and Effects of the Proposed
Merger -- Recommendation of the Special Committee and the Board of Directors;
Reasons for the Proposed Merger" and " -- ICII's Purpose for Pursuing the
Proposed Merger; Structure of the Proposed Merger" is incorporated herein by
reference.
10
Item 13. Other Provisions of the Transaction
(a) The information set forth in the section of the Proxy Statement entitled
"Special Factors: Background, Purpose and Effects of the Proposed Merger -- No
Appraisal Rights" is incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
Item 14. Financial Information
(a) The information set forth in the sections of the Proxy Statement
entitled "Summary -- ICCMIC Shares: Book Value, Dividends and Earnings;"
"Selected Historical Financial Data of ICCMIC" and "Where You Can Find More
Information" is incorporated herein by reference.
(b) Not applicable.
Item 15. Persons and Assets Employed, Retained or Utilized
(a) The information set forth in the sections of the Proxy Statement
entitled "Summary -- Financing Source of Funds," "-- Management Agreement;
Appraisal;" "Information Concerning the Special Meeting -- Proxy Solicitation;"
"Special Factors: Background, Purpose and Effects of the Proposed Merger --
Management Agreement; Appraisal," " -- ICII's Purpose for Pursuing the Proposed
Merger; Structure of the Proposed Merger," " -- Plans for ICCMIC after the
Proposed Merger," " -- Financing; Source of Funds" and "Fees and Expenses" is
incorporated herein by reference.
(b) The information set forth in the sections of the Proxy Statement
entitled "Summary -- Opinion of Financial Advisor;" "Information Concerning the
Special Meeting -- Proxy Solicitation;" "Special Factors: Background, Purpose
and Effects of the Proposed Merger -- Opinion of the Financial Advisor to the
Special Committee," " -- Management Agreement; Appraisal;" "Fees and Expenses"
and in Appendix C is incorporated herein by reference.
Item 16. Additional Information
The information set forth in the Proxy Statement and the appendices thereto
and the Exhibits hereto is incorporated herein by reference.
Item 17. Material to be Filed as Exhibits
(a) Not Applicable.
(b)(1) Fairness Opinion of Prudential Securities Incorporated dated July 22,
1999 (Incorporated by reference to Appendix B to the Revised Preliminary Proxy
Statement filed as Exhibit (d)(1) hereto).
(b)(2) Valuation Opinion of Robert A. Stanger & Co., Inc.**
(b)(3) Valuation Opinion of Houlihan Lokey Howard & Zukin Financial
Advisors, Inc.**
(b)(4) Valuation Opinion of Eastdil Realty Company, L.L.C.***
(b)(5) Presentation of Prudential Securities Incorporated to the Special
Committee of the Board of Directors of ICCMIC regarding Project Gemstone, dated
June 25, 1999.***
11
(b)(6) Management Termination Agreement Fee Valuation of Houlihan Lokey
Howard & Zukin Financial Advisors, Inc. dated September 10, 1999.***
(b)(7) Report of Robert A. Stanger & Co., Inc. to the Special Committee of
the Board of Directors of ICCMIC dated September 13, 1999.***
(b)(8) Presentation of Prudential Securities Incorporated to the Special
Committee of the Board of Directors of ICCMIC dated September 28, 1999.***
(b)(9) Presentation of Prudential Securities Incorporated to the Special
Committee of the Board of Directors of ICCMIC dated October 12, 1999.***
(c) Merger Agreement, originally dated July 22, 1999, as amended October
29, 1999 among the Company, ICCMIC Acquisition Corp. and Imperial Credit.
(Incorporated herein by reference to Appendix A to the Revised Preliminary
Proxy Statement filed as Exhibit (d)(1) hereto).
(d)(1) Letter to Stockholders (included in the Revised Preliminary Proxy
Statement filed as Exhibit (d)(3) hereto).
(d)(2) Notice of Special Meeting of Stockholders (included in the Revised
Preliminary Proxy Statement filed as Exhibit (d)(3) hereto).
(d)(3) Revised Preliminary Proxy Statement.
(d)(4) Form of Proxy (included in the Revised Preliminary Proxy Statement
filed as Exhibit (d)(3) hereto).
(d)(5) Press Release issued by the Company and Imperial Credit regarding
the Merger Agreement, dated July 22, 1999 (incorporated by reference to the
Current Report on Form 8-K filed by Imperial Credit on July 26, 1999).
(e) Not Applicable.
(f) Not Applicable.
- --------
** Previously filed as the similarly numbered exhibit to the Rule 13e-3
Transaction Statement on Schedule 13E-3 filed by Imperial Credit, Merger
Sub and the Company with the Securities and Exchange Commission on October
21, 1999.
*** Previously filed as the similarly numbered exhibit to the Rule 13e-3
Transaction Statement on Schedule 13E-3 filed by Imperial Credit, Merger
Sub and the Company with the Securities and Exchange Commission on
December 22, 1999.
12
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: January 18, 2000.
IMPERIAL CREDIT INDUSTRIES, INC.,
a California corporation
/s/ H. Wayne Snavely
By: _________________________________
H. Wayne Snavely
President
ICCMIC ACQUISITION CORP.,
a Maryland corporation
/s/ H. Wayne Snavely
By: _________________________________
H. Wayne Snavely
President
13
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: January 18, 2000.
IMPERIAL CREDIT COMMERCIAL
MORTGAGE INVESTMENT CORP.,
a Maryland corporation
/s/ Norbert Seifert
By: _________________________________
Norbert Seifert
General Counsel, Senior Vice-
President and Secretary
14
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ------------
(a) Not Applicable.
(b)(1) Fairness Opinion of Prudential Securities Incorporated
dated July 22, 1999 (incorporated by reference to
Appendix B to the Revised Preliminary Proxy Statement
filed as Exhibit (d)(3) hereto).
(b)(2) Valuation Opinion of Robert A. Stanger & Co., Inc.**
(b)(3) Valuation Opinion of Houlihan Lokey Howard & Zukin
Financial Advisors, Inc.**
(b)(4) Valuation Opinion of Eastdil Realty Company, L.L.C.***
(b)(5) Presentation of Prudential Securities Incorporated to
the Special Committee of the Board of Directors of
ICCMIC regarding Project Gemstone, dated June 25,
1999.***
(b)(6) Management Termination Agreement Fee Valuation of
Houlihan Lokey Howard & Zukin Financial Advisors, Inc.
dated September 10, 1999.***
(b)(7) Report of Robert A. Stanger & Co., Inc. to the Special
Committee of the Board of Directors of ICCMIC dated
September 13, 1999.***
(b)(8) Presentation of Prudential Securities Incorporated to
the Special Committee of the Board of Directors of
ICCMIC dated September 28, 1999.***
(b)(9) Presentation of Prudential Securities Incorporated to
the Special Committee of the Board of Directors of
ICCMIC dated October 12, 1999.***
(c) Merger Agreement, originally dated July 22, 1999, as
amended October 29, 1999 among the Company, Merger Sub
and Imperial Credit (incorporated herein by reference
to Appendix A to the Revised Preliminary Proxy
Statement filed as Exhibit (d)(3) hereto).
(d)(1) Letter to Stockholders (included in the Revised
Preliminary Proxy Statement filed as Exhibit (d)(3)
hereto).
(d)(2) Notice of Special Meeting of Stockholders (included in
the Revised Preliminary Proxy Statement filed as
Exhibit (d)(3) hereto).
(d)(3) Revised Preliminary Proxy Statement.
(d)(4) Form of Proxy (included in the Revised Preliminary
Proxy Statement filed as Exhibit (d)(3) hereto).
(d)(5) Press Release issued by the Company and Imperial Credit
regarding the Merger Agreement, dated July 22, 1999
(incorporated by reference to the Current Report on
Form 8-K filed by Imperial Credit on July 26, 1999).
(e) Not Applicable.
(f) Not Applicable.
- --------
** Previously filed as the similarly numbered exhibit to the Rule 13e-3
Transaction Statement on Schedule 13E-3 filed by Imperial Credit, Merger
Sub and the Company with the Securities and Exchange Commission on October
21, 1999.
*** Previously filed as the similarly numbered exhibit to the Rule 13e-3
Transaction Statement on Schedule 13E-3 filed by Imperial Credit, Merger
Sub and the Company with the Securities and Exchange Commission on December
22, 1999.
15