SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 2, 1998
IMPERIAL CREDIT INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction of incorporation)
0-19861 95-4054791
(Commission File No.) (IRS Employer Identification No.)
23550 Hawthorne Boulevard 90505
Building 1, Suite 110 (Zip Code)
Torrance, California
(Address of principal executive
offices)
Registrant's telephone number, including area code: (310) 791-8020
ITEM 5. OTHER EVENTS.
(a) The Board of Directors of the Company authorized a dividend of
one preferred share purchase right (a "Right") for each outstanding share of
common stock, no par value, of the Company. The dividend is payable on October
12, 1998 to the stockholders of record at the close of business on that date.
Each Right entitles the registered holder to purchase from the Company one
one-hundredth of a share of Series A Junior Participating Preferred Stock, par
value $0.0001 per share, of the Company (the "Preferred Shares") at a price of
$40 per one one-hundredth of a Preferred Share, subject to adjustment. The
description and terms of the Rights are set forth in an Agreement (the
"Agreement") between the Company and U.S. Stock Transfer Corporation, as Rights
Agent.
A copy of the Agreement and a summary description of the terms of
the Rights and the press release announcing the declaration of the Rights are
attached hereto as exhibits and incorporated herein by reference.
The descriptions of the matters described in this Current Report on
Form 8-K do not purport to be complete and are qualified in their entirety by
reference to the exhibits hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
4.1 Agreement, dated as of October 2, 1998, between Imperial
Credit Industries, Inc. and U.S. Stock Transfer Corporation,
as Rights Agent, including the form of Certificate of
Determination of Preferences as Exhibit A, the form of Right
Certificate as Exhibit B and the Summary of Rights to Purchase
Preferred Shares as Exhibit C.
99.1 Text of Press Release relating to the declaration of the
Rights dated October 2, 1998.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: October 2, 1998
IMPERIAL CREDIT INDUSTRIES, INC.
By:/s/ Irwin L. Gubman
----------------------------
Name: Irwin L. Gubman
Title: General Counsel and Secretary
-2-
EXHIBIT LIST
Exhibit
No. Description
--- -----------
4.1 Agreement, dated as of October 2, 1998, between Imperial Credit
Industries, Inc. and U.S. Stock Transfer Corporation, as Rights Agent,
including the form of Certificate of Determination of Preferences as
Exhibit A, the form of Right Certificate as Exhibit B and the Summary
of Rights to Purchase Preferred Shares as Exhibit C.
99.1 Text of Press Release relating to the declaration of the Rights dated
October 2, 1998.
-3-