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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): February 7, 2001
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Commission File number: 0-19861
IMPERIAL CREDIT INDUSTRIES, INC.
CALIFORNIA 95-4054791
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
23550 Hawthorne Boulevard, Building 1, Suite 110
Torrance, California 90505
(310) 373-1704
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Item 5. Other Events.
Imperial Credit Industries, Inc. ("ICII") has reached an agreement in
principle with a majority in interest of the Company's debt holders relating to
a proposed restructuring of ICII's outstanding senior indebtedness and the
issuance of new equity and debt securities. Under the proposal, ICII would
issue $16.2 million of senior secured debt with warrants to purchase 20 million
shares of ICII common stock which will become exercisable following completion
of the remainder of the transaction. ICII also would make an exchange offer for
all of its senior notes and remarketed redeemable par securities ("ROPES") in
exchange for new notes at a very significant discount to the face value of its
senior notes and ROPES securities, shares of ICII stock and warrants to purchase
additional common stock of ICII. In addition, ICII would privately place to
accredited investors 8 million shares of common stock.
ICII's total capital could increase substantially as a result of both the
initial $26 million cash investment and the reduction of debt, based on the
success of the exchange offer. In addition, the bondholder investors and ICII
intend to work to provide additional financing of $15 million or more to be
completed later in the year as necessary. The net proceeds of the
recapitalization transaction will be used to increase the capital of Southern
Pacific Bank, ICII's principal subsidiary. The transactions, which are subject
to definitive documentation and final ICII Board approval, as well as investor
due diligence, are anticipated to close by the end of the first quarter or
shortly thereafter.
H. Wayne Snavely, ICII's Chairman, President and Chief Executive Officer,
said:
"The proposed restructuring supported by a majority in interest of our
bondholders will raise approximately $26 million in cash before expenses that
will be invested in our bank subsidiary. The additional capital will assist
Southern Pacific Bank in meeting its requirements under our agreements with the
Bank's regulators and allow the Bank to continue to support its core
businesses."
The common stock proposed to be sold will not be registered under the
Securities Act of 1933 and may not be resold by the purchasers thereof absent
registration or the availability of an applicable exemption from registration
under that Act.
This Press Release contains forward looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995, which can be identified
by the use of forward-looking terminology such as "may," "will," "intend,"
"should," "expect," "anticipate," "estimate" or "continue" or the negatives
thereof or other comparable terminology. The Company's actual results could
differ materially from those anticipated in such forward-looking statements as a
result of various factors, including investor due diligence, the results of
negotiations with investors, the timing of final documentation and those set
forth in ICII's Registration Statements, ICII's Form 8-K dated May 17, 1999, and
ICII's other Form 8-K, Form 10-Q and Form 10-K filings with the Securities and
Exchange Commission.
SIGNATURES
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, hereunto duly authorized.
Date: February 8, 2000
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IMPERIAL CREDIT INDUSTRIES, INC.
By: /s/ Paul B. Lasiter
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Senior Vice President and Controller