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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
IMH COMMERCIAL HOLDINGS, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
44968J 10 6
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(CUSIP Number)
RICHARD JOHNSON, 20371 IRVINE AVENUE, SANTA ANA, CA 92707
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
AUGUST 8, 1997
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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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [_]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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
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CUSIP NO. 44968J 10 6 PAGE 2 OF 4 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
IMPERIAL CREDIT MORTGAGE HOLDINGS, INC.
33-0675505
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
NOT APPLICABLE
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2(e) [_]
NOT APPLICABLE
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
MARYLAND
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SOLE VOTING POWER
7
NUMBER OF
719,789
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY NOT APPLICABLE
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
719,789
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
NOT APPLICABLE
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
719,789
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
NOT APPLICABLE
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13
9.8%
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TYPE OF REPORTING PERSON*
14
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 4 pages
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Page 3 of 4
Item 1. Security and Issuer.
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This Schedule 13D relates to the common stock, $.01 par value per share
(the "Common Stock"), of IMH Commercial Holdings, Inc. ("ICH"). ICH's principal
executive offices are located at 20371 Irvine Avenue, Santa Ana Heights,
California 92707.
Item 2. Identity and Background.
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(a) Imperial Credit Mortgage Holdings, Inc. ("IMH")
(b) 20371 Irvine Avenue, Santa Ana Heights, California 92707
(c) Residential property finance company
(d)-(e) Not applicable
(f) Incorporated in the state of Maryland
Item 3. Source and Amounts of Funds or Consideration.
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IMH's shares of Common Stock were acquired through a series of
transactions beginning with a $15.0 million loan by IMH to ICH in March 1997
evidenced by a convertible promissory note. Also in March 1997, IMH converted
the promissory note executed by ICH into 3,000,000 shares of ICH non-voting
Class A Convertible Preferred Stock (the "ICH Preferred Stock"). Upon the
closing of ICH's initial public offering on August 8, 1997, the 3,000,000 shares
of ICH Preferred Stock were converted into the shares of Common Stock set forth
herein and 280,211 shares of Class A Common Stock. Except as set forth above no
other consideration was provided.
Item 4. Purpose of Transaction.
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ICH is a recently formed specialty commercial property finance company.
IMH's acquisition of the Common Stock set forth herein was part of a plan to
provide initial capitalization for ICH's Long-Term Investment Operations and
Conduit Operations and for its working capital needs and general corporate
purposes.
Item 5. Interest in Securities of the Issuer.
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(a) IMH beneficially owns an aggregate of 719,789 shares of Common
Stock which is equal to 9.8% of the outstanding Common Stock of ICH. In
addition, IMH owns 674,211 shares of ICH non-voting Class A Common STock which
represents the right to receive up to an
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Page 4 of 4
equal amount of shares of Common Stock upon any subsequent issuances of Common
Stock by ICH or if IMH's ownership of Common Stock decreases below 9.8%. IMH's
right to acquire these additional shares of Common Stock, however, is limited by
ICH's 9.8% ownership limitation of its Common Stock as set forth in its Articles
of Incorporation, as amended from time to time.
(b) IMH has the sole power to vote and dispose of 719,789 shares of
Common Stock.
(c) None.
(d)-(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to
- ------ -----------------------------------------------------------------------
Securities of the Issuer.
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Not applicable.
Item 7. Material to Be Filed as Exhibits.
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Not applicable.
Signature
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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.
August 15, 1997 IMPERIAL CREDIT MORTGAGE
HOLDINGS, INC.
By: /s/ Richard Johnson
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Name: Richard Johnson
Title: Chief Financial Officer
