UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Imperial Credit Commercial Mortgage Investment Corp.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
45272T 10 2
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(CUSIP Number)
Michael A. Sicuro
Managing Director and Chief Financial Officer
ITLA Capital Corp.
888 Prospect Street, Suite 110
La Jolla, California 92037
(619) 551-0511
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 3, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d- 1(f) or 240.13d-1(g), check
the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP No. 45272T 10 2
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ITLA Capital Corp.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (a) __
(b) __
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) __
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
NUMBER OF 1,426,000
SHARES -----------------------------------------------------------
BENEFICIALLY
OWNED BY
EACH REPORTING 8. SHARED VOTING POWER
PERSON WITH
0
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9. SOLE DISPOSITIVE POWER
1,426,000
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,426,000
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES __
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
5.004%
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14. TYPE OF REPORTING PERSON
CO
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ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement relates is the
common stock, par value $.0001 per share (the "Common Stock"), of Imperial
Credit Commercial Mortgage Investment Corp., a Maryland corporation ("ICCMIC").
ICCMIC's principal executive offices are located at 11601 Wilshire Boulevard,
Suite 2080, Los Angeles, California 90025.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed by ITLA Capital Corp., a Delaware corporation
("ITLA") whose principal subsidiary is Imperial Thrift and Loan Association
("Imperial Thrift and Loan"). The principal office of ITLA is located at 888
Prospect Street, Suite 110, La Jolla, California 92037.
Imperial Thrift and Loan is engaged in originating real estate loans
secured primarily by income producing properties for retention in its loan
portfolio, funded primarily by deposits insured by the FDIC up to applicable
limits. Imperial Thrift and Loan's lending business is conducted through seven
offices in California and one office in Nevada. Deposit gathering activities are
concentrated in Los Angeles and Orange Counties, the San Francisco Bay Area, and
the San Diego area. Imperial Thrift and Loan also accepts out-of-state deposits.
Information responsive to Items 2(a), 2(b), 2(c) and 2(f) of Schedule 13D
with respect to each of the directors and executive officers of ITLA is set
forth in Annex I to this Schedule 13D and is incorporated herein by reference.
During the last five years, neither ITLA nor, to its knowledge, any of its
directors or executive officers (i) has been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) has
been a party to any 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 future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of the date hereof, ITLA has acquired 1,426,000 shares of Common Stock
at various prices ranging from $10.25 per share to $10.375 per share for an
aggregate cost of $14,764,063, including brokerage commissions. All funds used
to such purchase were obtained from the working capital of ITLA. None of the
directors or executive officers of ITLA and its subsidiary has acquired any
shares of Common Stock.
ITEM 4. PURPOSE OF TRANSACTION
ITLA has purchased the ICCMIC shares for investment purposes. Depending on
price and availability, ITLA may purchase additional shares in the open market
or in privately negotiated transactions. ITLA may alternatively seek to sell its
shares in the open market or privately negotiated transactions.
At present, and except as disclosed herein, ITLA has no specific plans or
proposals that relate to, or could result in, any of the matters referred to in
paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. ITLA continues
to explore the options available to it. ITLA may, at any time or from time to
time, review or reconsider its position with respect to the Issuer and may
formulate plans with respect to the matters referred to in paragraphs (a)
through (j), inclusive, of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, ITLA beneficially owns 1,426,000 shares of
Common Stock, constituting 5.004% of the Common Stock outstanding.
None of the directors or executive officers of ITLA and its subsidiaries
owns any shares of Common Stock. By virtue of their collective authority as
members of the ITLA Board of Directors, the directors may be deemed to possess
the power to direct the voting and to direct the disposition of the Common
Stock. Any such indirect beneficial ownership is hereby disclaimed.
(b) ITLA has sole voting and sole dispositive power with respect to the
1,426,000 shares of Common Stock.
By virtue of their collective authority as members of the ITLA Board of
Directors, the directors may be deemed to possess the power to direct the voting
and to direct the disposition of the Common Stock. Any such indirect beneficial
ownership is hereby disclaimed.
(c) The following table sets forth the transactions involving ITLA's
beneficial ownership of Common Stock which were effected in the past sixty days
preceding the date of this Schedule, the dates of such transactions and the per
share purchase or sale price. All transactions were effected in the open
market.:
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Number of Shares
Date Purchased Price per Share
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05/13/99 1,000 $10.3125
05/17/99 225,000 $10.3750
05/18/99 525,000 $10.3750
05/19/99 100,000 $10.2500
05/20/99 10,000 $10.2500
05/20/99 55,000 $10.3125
05/20/99 25,000 $10.3125
05/21/99 15,000 $10.3125
05/21/99 100,000 $10.3750
05/24/99 100,000 $10.3125
05/24/99 35,000 $10.3125
05/25/99 15,000 $10.3125
05/25/99 25,000 $10.3125
05/26/99 50,000 $10.3750
05/27/99 50,000 $10.3750
06/03/99 55,000 $10.3750
06/03/99 40,000 $10.3750
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Common Stock held by ITLA.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between ITLA and any other person with respect to any
securities of the issuer, including but not limited to, transfer or voting of
any of such securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of profits or
loss, or the giving or withholding of proxies. None of the Common Stock
beneficially owned by ITLA is pledged or otherwise subject to a contingency the
occurrence of which would give another person voting power or investment power
over such shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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SIGNATURE
After reasonable 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.
Date: JUNE 11, 1999 /s/ George W. Haligowski
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George W. Haligowski
Chairman of the Board, President and
Chief Executive Officer
(DULY AUTHORIZED REPRESENTATIVE)
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ANNEX I
Set forth below are the names and present principal occupation of each of
the directors and executive officers of ITLA Capital Corp. Except as otherwise
noted, each person is a citizen of the United States and the business address of
each person is c/o ITLA Capital Corp., 888 Prospect Street, Suite 110 La Jolla,
California 92037.
Directors:
Name Principal Occupation
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George W. Haligowski Chairman of the Board, President and Chief
Executive Officer
ITLA Capital Corp.
Chairman of the Board and Chief Executive Officer
Imperial Thrift and Loan Association
Hirotaka Oribe Advisor
Kajima Development Resources, Inc.
Sandor X. Mayuga Member
Tisdale & Nicholson
Robert R. Reed Retired
Norval L. Bruce Director, President and Chief Operating Officer
Imperial Thrift and Loan Association
Director
ITLA Funding Corp.
Jeffrey L. Lipscomb Investment Advisory Associate
EQ Financial Consultants, Inc.
A-1
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Executive officers who are not directors:
Name Principal Occupation
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Michael A. Sicuro Managing Director and Chief Financial Officer
ITLA Capital Corp.
Director and Chief Financial Officer
ITLA Funding Corp.
Timothy M. Doyle Managing Director and Chief Administrative Officer
ITLA Capital Corp.
Steven C. Romelt Senior Vice President and Chief Lending Officer
Imperial Thrift and Loan Association
Anthony A. Rusnak First Vice President, General Counsel and Corporate
Secretary
ITLA Capital Corp.
A-2
