SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT of 1934)
Imperial Credit Commercial Mortgage Investment Corp.
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(Name of Issuer)
Imperial Credit Industries Inc.
Imperial Credit Commercial Mortgage Investment Corp.
ICCMIC Acquisition Corp.
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(Name of Person(s) Filing Statement)
Common Stock, par value $0.0001 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
45272T 10 2
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(CUSIP Number of Class of Securities)
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
(310) 791-8040 Los Angeles, CA 90025
(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
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]
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
$300,646,425 $60,129
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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 $60,129. This amount is
based upon $11.50 (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
$2.50 (price per share being paid for 621,750 outstanding stock options
with an exercise price of $9.00 per share). The $11.50 per share price for
outstanding shares of common stock and the $2.50 per share price for
certain stock options are based on the currently proposed cash payment in
the merger. These cash payments are subject to possible increase based on
a not yet completed appraisal process. If such increase becomes
applicable, an additional filing fee will be paid with an amended filing
as contemplated by Rule 0-11(a)(3).
[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: $60,129 Filing party: Imperial Credit Commercial
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Mortgage Investment Corp.
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Form or registration no.:Preliminary Schedule 14A Date Filed: October 21, 1999
-------------------------- -----------------------------
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Statement")
is being 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 as
of July 22, 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 at least $11.50 in cash,
and the holders of such shares will 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 Company's financial advisor and the Company's capital
structure and historical financial statements and projections, was supplied by
the Company. 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 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 and Exchange 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.
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
1
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;" "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
"Interests of Certain Persons 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," "--
Completion and Termination of the Merger
Agreement;" "Interests of Certain Persons in
the Proposed Merger;" "The Merger Agreement;"
"Fees and Expenses" and "Appendix A --Merger
Agreement"
Item 4(b) ..................... "Summary -- The Proposed Merger," "-- Votes
Required," "--Treatment of Outstanding ICCMIC
Stock Options," "--Potential Conflicts of
Interest of ICCMIC's Directors and Officers;"
"Information Concerning the Special Meeting --
Votes Required;" "Special Factors: Background,
Purpose and Effects of the Proposed Merger --
Benefits and Detriments to Nonaffiliated
Stockholders;" "Interests of Certain Persons
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," "--SPB Loans," "--
Termination Fees and Expenses" and "Appendix
A -- Merger Agreement"
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"
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
3
Merger; Structure of the Proposed Merger" and
"-- ICII's Analysis of the Proposed Merger"
Item 7(b)...................... "Summary -- 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," "--
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 -- The Proposed Merger," "--
What Stockholders Will Receive in the Proposed
Merger," "-- Management Agreement; Appraisal,"
"-- Treatment of Outstanding ICCMIC Stock
Options," "-- Accounting Treatment," "--
Potential Conflicts of Interest of ICCMIC's
Directors and Officers;" "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;"
"Interests of Certain Persons in the Proposed
Merger;" "The Merger Agreement" and "Appendix
A -- Merger Agreement"
Item 8(a)-(b).................. "Summary --Our Reasons for the Proposed Merger
and Our Recommendation," "-- ICII's Reasons
for the Proposed Merger," "-- Solicitation of
Alternative Transactions," "--Standstill;
Qualifying Alternative Transaction," "--
Opinion of Financial Advisor;" "Special
Factors: Background, Purpose
4
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,
" "--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" 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," "-- 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, L.L.C."
Item 10(a) .................... "Summary -- Share Ownership by Management" and
"Securities Ownership"
5
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 Meeting -- Voting of
Proxies;" "Interests of Certain Persons 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) .................... "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
6
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, L.L.C."
Item 16 ..................... Entirety of Proxy Statement
Item 17(a)-(f)................. Separately filed with this Statement
- ----------------------
* The Item is inapplicable or the answer thereto is in the negative.
7
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;"
"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
8
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 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 "Interests of Certain Persons 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," "-- Completion and Termination of the Merger
Agreement;" "Interests of Certain Persons 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 -- The Proposed Merger," "-- Votes Required," "--
Treatment of Outstanding ICCMIC Stock Options," "-- Potential
Conflicts of Interest of ICCMIC's Directors and Officers;"
"Information Concerning the Special Meeting -- Votes Required;"
"Special Factors: Background, Purpose and Effects of the Proposed
Merger -- Benefits and Detriments to Nonaffiliated Stockholders;"
"Interests of Certain Persons 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," "-- SPB Loans," "--
Termination Fees and Expenses" and in Appendix A is incorporated
herein by reference.
9
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 Fund," 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.
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 --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," "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
10
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
-- The Proposed Merger," "-- What Stockholders Will Receive in the
Proposed Merger," "-- Management Agreement; Appraisal," "-- Treatment
of Outstanding ICCMIC Stock Options," "-- Accounting Treatment," "--
Potential Conflicts of Interest of ICCMIC's Directors and Officers;"
"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;" "Interests of Certain
Persons 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," "-- ICII's Reasons for the Proposed Merger," "--
Solicitation of Alternative Transactions," "-- Standstill; Qualifying
Alternative Transaction," "-- 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," "-- 60-Day Market Check,"
"-- 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.
(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.
11
(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" 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," "Opinion of the
Financial Advisor to the Special Committee;" and in Appendices B and C
is incorporated herein by reference. Exhibits (b)(2) and (b)(3)
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;" "Interests of Certain Persons 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
---------------
12
(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.
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 "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.
13
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 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.
(c) Merger Agreement, dated as of July 22, 1999 among the Company, ICCMIC
Acquisition Corp. and Imperial Credit. (Incorporated herein by
reference to Appendix A to the Preliminary Proxy Statement filed as
Exhibit (d)(1) hereto).
(d)(1) Letter to Stockholders (included in the Preliminary Proxy Statement
filed as Exhibit (d)(3) hereto).
(d)(2) Notice of Special Meeting of Stockholders (included in the
Preliminary Proxy Statement filed as Exhibit (d)(3) hereto).
(d)(3) Preliminary Proxy Statement.
(d)(4) Form of Proxy (included in the 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 of form 8-K filed by Imperial Credit on July 26,
1999).
(e) Not Applicable.
(f) Not Applicable.
- --------------------------
14
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: October 20, 1999.
IMPERIAL CREDIT INDUSTRIES, INC.,
a California corporation
By: /s/ H. Wayne Snavely
--------------------------------
Name: H. Wayne Snavely
--------------------------------
Title: President
--------------------------------
ICCMIC ACQUISITION CORP.,
a Maryland corporation
By: /s/ H. Wayne Snavely
--------------------------------
Name: H. Wayne Snavely
--------------------------------
Title: President
--------------------------------
15
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: October 20, 1999.
IMPERIAL CREDIT COMMERCIAL
MORTGAGE INVESTMENT CORP.,
a Maryland corporation
/s/ Norbert Seifert
By: ______________________________
Name: Norbert Seifert
Title: General Counsel, Senior Vice-
President and Secretary
16
INDEX TO EXHIBITS
Exhibit Sequentially
Number Description Numbered Page
- ------- ----------- -------------
(a) Not Applicable.
(b)(1) Fairness Opinion of Prudential Securities Incorporated dated July 22,
1999 (incorporated by reference to Appendix B to the 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.
(c) Merger Agreement, dated as of July 22, 1999 among the Company, Merger Sub
and Imperial Credit (incorporated herein by reference to Appendix A to the
Preliminary Proxy Statement filed as Exhibit (d)(3) hereto).
(d)(1) Letter to Stockholders (included in the Preliminary Proxy Statement filed
as Exhibit (d)(3) hereto).
(d)(2) Notice of Special Meeting of Stockholders (included in the Preliminary
Proxy Statement filed as Exhibit (d)(3) hereto).
(d)(3) Preliminary Proxy Statement.
(d)(4) Form of Proxy (included in the 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 of form 8-K filed by Imperial Credit on July 26,
1999).
(e) Not Applicable.
(f) Not Applicable.
17