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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. 6
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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 $60,547. 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: $60,547 Filing party: Imperial Credit Commercial
Mortgage Investment Corp.
Form or registration no.: Preliminary Date Filed: January 19, 2000
Schedule 14A
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This Amendment No. 6 amends and restates the Rule 13e-3 Transaction
Statement on Schedule 13E-3 (the "Statement"), dated October 21, 1999, as
amended by Amendment No. 1 thereto, dated December 22, 1999, Amendment No. 2
thereto, dated January 18, 2000, Amendment No. 3 thereto, dated February 7,
2000, Amendment No. 4 thereto, dated February 14, 2000 and Amendment No. 5
thereto, dated February 18, 2000 filed in connection with the 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 and
February 7, 2000 by and among Merger Sub, the Company and Imperial Credit
Industries, Inc., a California corporation ("Imperial Credit").
Item 11. Contracts, Arrangements or Understandings With Respect to the Issuer's
Securities
At a special meeting of shareholders of the Company held on March 20, 2000,
the shareholders of the Company approved the merger of Merger Sub with and into
the Company in accordance with the Merger Agreement. The Merger became
effective on March 28, 2000 upon the filing of Articles of Merger with the
Maryland Department of Assessments and Taxation. As a result of the Merger, the
former shareholders of the Company are entitled to receive $11.5753246 per
share in cash.
Item 17. Material to be Filed as Exhibits
(a) Not Applicable.
(b) Not Applicable.
(c) Articles of Merger filed with the Maryland Department of Assessments and
Taxation.*
(d) Press Release issued by the Company and Imperial Credit regarding
completion of the Merger, dated March 28, 2000.
(e) Not Applicable.
(f) Not Applicable.
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* Exhibit A thereto previously filed is Exhibit (c) to the Rule 13c-3
Transaction Statement on Schedule 13E-3 filed by Imperial Credit, Merger Sub
and the Company with the Securities and Exchange Commission on February 18,
2000.
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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: March 28, 2000.
IMPERIAL CREDIT INDUSTRIES, INC.,
a California corporation
/s/ Irwin L. Gubman
By: _________________________________
Irwin L. Gubman
General Counsel and Secretary
ICCMIC ACQUISITION CORP.,
a Maryland corporation
/s/ Irwin L. Gubman
By: _________________________________
Irwin L. Gubman
Secretary
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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: March 28, 2000.
IMPERIAL CREDIT COMMERCIAL
MORTGAGE INVESTMENT CORP.,
a Maryland corporation
/s/ Irwin L. Gubman
By: _________________________________
Irwin L. Gubman
Secretary
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INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Description Page
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(a) Not Applicable.
(b) Not Applicable.
(c) Articles of Merger filed with the Maryland Department
of Assessments and Taxation.*
(d) Press Release issued by the Company and Imperial Credit
regarding completion of the Merger, dated March 28,
2000.
(e) Not Applicable.
(f) Not Applicable.
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* Exhibit A thereto previously filed as Exhibit (c) 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 February 18,
2000.
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