SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(A)
(AMENDMENT NO. 1)
IMPAC COMMERCIAL HOLDINGS, INC.
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(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(TITLE OF CLASS OF SECURITIES)
44968J 10 6
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(CUSIP NUMBER)
Randal A. Nardone
Chief Operating Officer and Secretary
Fortress Partners, L.P.
Fortress Investment Corp.
1301 Avenue of the Americas
New York, New York 10019
(212) 798-6100
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
COPY TO:
J. Gregory Milmoe
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
November 17, 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 which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d(f) or 13d-1(g),
check the following box | |.
CUSIP NO. 193559 10 1 13D PAGE 2 OF 10 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
FORTRESS PARTNERS, L.P.
(I.R.S. EMPLOYER IDENTIFICATION NUMBER 33-0745075)
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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 ITEM 2(d) or 2(e) | |
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER - 0 -
SHARES ---------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER -1,683,635-
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER - 0 -
REPORTING ---------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER -1,683,635-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-1,683,635-
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
NOT APPLICABLE
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.7% (BASED ON 8,418,200 SHARES OF COMMON STOCK OUTSTANDING AS OF
OCTOBER 31, 1999 AND ASSUMING CONVERSION OF THE PREFERRED STOCK
BENEFICIALLY OWNED BY THE REPORTING PERSON)
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14 TYPE OF REPORTING PERSON
PN
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CUSIP NO. 193559 10 1 13D PAGE 3 OF 10 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
FORTRESS INVESTMENT CORP. (I.R.S. EMPLOYER IDENTIFICATION NUMBER [])
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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
NOT APPLICABLE
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) | |
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER - 0 -
SHARES ---------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER -1,683,635-
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER - 0 -
REPORTING ---------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER -1,683,635-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-1,683,635-
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
NOT APPLICABLE
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.7% (BASED ON 8,418,200 SHARES OF COMMON STOCK OUTSTANDING AS OF
OCTOBER 31, 1999 AND ASSUMING CONVERSION OF THE PREFERRED STOCK
BENEFICIALLY OWNED BY THE REPORTING PERSON)
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14 TYPE OF REPORTING PERSON
CO
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This Amendment No. 1 (this "Amendment") to the Statement on
Schedule 13D dated May 14, 1999 (the "Schedule 13D") filed by Fortress
Partners, L.P., a Delaware limited partnership ("Fortress"), relates to the
common stock, par value $.01 per share (the "Common Stock"), of Impac
Commercial Holdings, Inc. (the "Issuer"). This Amendment is filed jointly
by Fortress and Fortress Investment Corp., a Delaware corporation and the
sole general partner of Fortress ("FIC"). All capitalized terms used but
not defined herein have the meanings ascribed to them in the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 of the Schedule 13D is hereby amended by adding the
following:
Fortress Investment Corp., a Delaware corporation ("FIC"),
is the sole general partner of Fortress Partners, L.P., a Delaware
limited partnership ("Fortress"). The address of both Fortress and
FIC is 1301 Avenue of the Americas, New York, New York 10019 and
the principal business of each is real estate investment. Set forth
on Annex A to Amendment No. 1 to this Schedule 13D is a listing of
the directors and executive officers of FIC (collectively, the
"Covered Persons"), the present principal occupation or employment
of each of the Covered Persons and the business address of each of
the Covered Persons. Each of the Covered Persons is a United States
citizen.
None of Fortress, FIC or, to the best of their knowledge,
the Covered Persons has, during the past five years, (i) been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a
result of which any of them is or was 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 a violation in respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby amended by adding the
following:
Fortress obtained the funds to purchase the Preferred
Shares, and will obtain the funds needed to purchase any shares of
Common Stock in the open market as described in Item 4, from its
working capital.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
On May 5, 1999, pursuant to the terms of a Stock Purchase
Agreement, dated as of that date, between Fortress and the Issuer,
Fortress purchased (the "Preferred Stock Purchase") from the Issuer
479,999 shares of the Issuer's Series B 8.5% Cumulative Convertible
Preferred Stock, $25 liquidation preference per share (the
"Preferred Shares"). The Preferred Shares are convertible into
1,683,635 shares of Common Stock (at a conversion price of $7.13
per share), which would represent approximately 16.7% of the
Issuer's outstanding Common Stock immediately following the
conversion, based on 8,418,200 shares of Common Stock outstanding
as of October 31, 1999. The Articles Supplementary to the Issuer's
Charter with respect to the Preferred Shares contain certain
anti-dilution provisions which will cause the number of shares of
Common Stock into which the Preferred Shares will be convertible to
be adjusted upon the occurrence of dilutive events. Fortress
purchased the Preferred Shares because it believed that, through
its infusion of capital and the external management of the Issuer
by its affiliate, FIC Management, Inc. ("FIC Management"), as
described below, it could increase the value of the Common Stock.
Concurrently with the consummation of the Preferred Stock
Purchase, FIC Management acquired from the Issuer's prior external
manager, RAI Advisors, LLC ("RAI"), all of RAI's rights and
interests under the Management Agreement, dated as of October 8,
1997, between RAI and the Issuer (the "Prior Management Agreement")
and entered into an Amended and Restated Management Agreement with
the Issuer dated as of May 6, 1999. In consideration for the
assignment of RAI's rights, duties and obligations under the Prior
Management Agreement, RAI received from FIC Management cash
consideration in the aggregate amount of $6,000,000. The $6,000,000
amount was unanimously approved by the members of the Issuer's
board of directors unaffiliated with RAI and Fortress, subject to
an appraisal of the fair value of termination of the Prior
Management Agreement by independent consultants. Two subsequent
appraisals valued the fair market value of termination of the Prior
Management Agreement at $6,000,000 and $7,000,000, respectively.
In connection with this transaction, the Submanagement
Agreement among RAI and two former affiliates of the Issuer, Impac
Mortgage Holdings, Inc. ("Impac Mortgage") and Impac Funding
Corporation ("Impac Funding"), was terminated and a new
Submanagement Agreement was entered into among FIC Management,
Impac Mortgage and Impac Funding. In addition, effective May 5,
1999, James Walsh, Timothy Busch, Stephan Peers and Thomas Poletti
resigned as directors of Impac and Wesley Edens, Robert Kauffman
and Christopher Mahowald, each of whom was designated by Fortress
pursuant to the Preferred Stock Purchase Agreement, were appointed
to the Issuer's board of directors. Joseph Tomkinson and Frank
Filipps, who served on the Issuer's board prior to the Fortress
investment, remained as directors of the Issuer. Also, effective
May 5, 1999, the executive officers of the Issuer then serving
resigned as a group, and Messrs. Edens and Kauffman, Randal A.
Nardone and Erik P. Nygaard were appointed as the Issuer's new
Chairman of the Board and Chief Executive Officer, President, Chief
Operating Officer and Secretary, and Chief Information Officer and
Treasurer, respectively. Messrs. Edens, Kauffman, Nardone and
Nygaard are directors and executive officers of FIC Management and
executive officers of FIC. Messrs. Edens and Kauffman are also
directors of FIC. Messrs. Edens, Kauffman, Nardone and Nygaard
collectively own all of the beneficial interests of Fortress
Principal Investment Holdings LLC, which owns 12.8% of the common
stock of FIC.
On August 5, 1999, the Issuer announced that it had entered
into a definitive merger agreement (the "Merger Agreement") with
AMRESCO Capital Trust ("AMRESCO"), an externally managed Texas real
estate investment trust. Pursuant to the terms of the Merger
Agreement, the Issuer will be merged (the "AMRESCO Merger") with
and into AMRESCO, with AMRESCO continuing as the surviving
corporation, and each issued and outstanding share of the Common
Stock will be converted into the right to receive 0.66094 of an
AMRESCO common share. The consummation of the AMRESCO Merger is
subject to and conditioned upon the satisfaction or waiver of
certain conditions, including the condition that the Merger
Agreement be approved by the stockholders of the Issuer and the
shareholders of AMRESCO by December 31, 1999. Special meetings of
the stockholders of the Issuer and the shareholders of AMRESCO will
be scheduled for the purpose of voting upon the approval and
adoption of the Merger Agreement and related matters.
On September 8, 1999, FIC Management entered into a Purchase
Agreement (the "Purchase Agreement") with AMRESCO, Inc., AMREIT
Managers, L.P., AMREIT Holdings, Inc. and MLM Holdings, Inc., all
of which are affiliates of AMRESCO. Pursuant to the terms of the
Purchase Agreement, concurrently with the consummation of the
AMRESCO Merger, in exchange for aggregate cash consideration in the
amount of $25,000,000, FIC Management and its designated affiliate,
Fortress, will acquire the following: (i) the existing Management
Agreement between AMRESCO and its current manager, AMREIT Managers,
L.P.; (ii) the existing Management Agreement between AMRESCO's
current manager, AMREIT Managers, L.P., and OLY/ACT L.P.; (iii)
business and personal property of AMRESCO's current manager, AMREIT
Managers, L.P.; (iv) 1,500,011 AMRESCO common shares owned by
AMREIT Holdings, Inc. at $8.9375 per share, the closing price for
AMRESCO common shares on the date of execution of the purchase
agreement, and related registration rights; (v) 100 AMRESCO common
shares owned by AMRESCO, Inc. at $8.9375 per share; (vi) options to
acquire an additional 1,000,011 AMRESCO common shares, 700,008 of
which are exercisable at $15.00 per share and 300,003 of which are
exercisable at $18.75 per share; and (vii) 475 shares of voting
common stock of AMREIT II, Inc., a subsidiary of AMRESCO. As a
result of the consummation of the transactions contemplated by the
Purchase Agreement, FIC Management will become the external manager
of AMRESCO following the AMRESCO Merger.
On September 7, 1999, the Issuer received in a letter
addressed to the Issuer's board of directors an unsolicited
proposal from Apex Mortgage Capital, Inc. ("Apex") proposing that
the Issuer and Apex be merged, with the Issuer's stockholders
receiving 0.60328 of a share of Apex common stock for each share of
Common Stock (the "Apex Proposal"). On October 25, 1999, the
Issuer's board of directors advised Apex that it had unanimously
rejected the Apex Proposal and reaffirmed its determination to move
forward with the AMRESCO Merger.
Commencing in the near future and depending upon prevailing
market conditions, Fortress intends to acquire in open market
purchases, from time to time at market prices, up to 9.9% of the
Issuer's outstanding Common Stock. Fortress is not legally
obligated to make such purchases and may determine to purchase
fewer shares of Common Stock or to discontinue making purchases.
Such purchases will be made in compliance with the terms and
provisions of (i) the Rights Agreement, dated as of October 7,
1998, between the Issuer and BankBoston, N.A., as Rights Agent, and
(ii) the terms and provisions of the Issuer's Charter, as amended
to date, including the excess share provisions relating to
ownership of the Common Stock. The open market purchases
contemplated by Fortress are intended by Fortress and FIC to (i)
further align the financial interests of Fortress with those of the
Issuer's other stockholders and (ii) emphasize the continued
commitment of Fortress to the financial success of the Issuer. The
shares of Common Stock which may be purchased by Fortress in the
open market, when combined with the 1,683,635 shares of Common
Stock issuable upon conversion of the Preferred Shares currently
held by Fortress, could result in Fortress owning up to 24.92% of
the outstanding Common Stock, based on 8,418,200 shares of Common
Stock outstanding as of October 31, 1999 and assuming conversion of
the Preferred Shares. Fortress currently intends to vote all of the
Preferred Shares and any shares of Common Stock that it may acquire
in the open market in favor of the AMRESCO Merger.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended by adding the
following:
FIC does not directly own any securities of the Issuer.
However, as the sole general partner of Fortress, FIC has the
ability to direct the management of Fortress' business and affairs.
Accordingly, FIC may be deemed to be the beneficial owner of the
Preferred Shares and any shares of the Common Stock from time to
time owned directly or beneficially by Fortress.
None of the Covered Persons directly owns any securities of
the Issuer. However, by reason of their status as directors and/or
directors of FIC, the Covered Persons may be deemed to be the
beneficial owners of the Preferred Shares and shares of the Common
Stock owned directly or beneficially by Fortress and FIC. Fortress
and FIC have been advised that each of the Covered Persons
disclaims beneficial ownership of the Preferred Shares and any
shares of the Common Stock from time to time owned directly or
beneficially by Fortress and FIC.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. Description
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1.1 Joint Filing Agreement, dated as of November 17, 1999, by
and between Fortress Partners, L.P., a Delaware limited
partnership, and Fortress Investment Corp., a Delaware
corporation and the sole general partner of Fortress
Partners. L.P.
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.
November 17, 1999
FORTRESS PARTNERS, L.P.
By: /s/ Randal A. Nardone
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Randal A. Nardone
as Secretary and Chief Operating Officer
of Fortress Investment Corp.,
general partner of Fortress Partners, L.P.
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.
November 17, 1999
FORTRESS INVESTMENT CORP.
By: /s/ Randal A. Nardone
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Randal A. Nardone
as Secretary and Chief Operating Officer
ANNEX A
EXECUTIVE OFFICERS
OF FORTRESS PARTNERS, L.P.
The name and principal occupation of each of the executive officers
of Fortress Partners, L.P. are listed below. The principal business address
of each of the executive officers of Fortress Partners, L.P. is 1301 Avenue
of the Americas, New York, NY 10019.
NAME PRINCIPAL OCCUPATION
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Wesley R. Edens Chief Executive Officer and Chairman of the
Board of Directors of Fortress Investment
Corp.
Robert I. Kauffman President of Fortress Investment Corp.
Randal A. Nardone Chief Operating Officer and Secretary of
Fortress Investment Corp.
Gregory F. Hughes Chief Financial Officer of Fortress
Investment Corp.
Erik P. Nygaard Chief Information Officer and Treasurer of
Fortress Investment Corp.
DIRECTORS AND EXECUTIVE OFFICERS
OF FORTRESS INVESTMENT CORP.
The name and principal occupation of each of the executive officers
and directors of Fortress Investment Corp., the sole general partner of
Fortress Partners, L.P., are listed below. Except as set forth below, the
principal business address of each of the executive officers and directors
of Fortress Investment Corp. is 1301 Avenue of the Americas, New York, NY
10019.
NAME PRINCIPAL OCCUPATION
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Wesley R. Edens Chief Executive Officer and Chairman of the
Board of Directors of Fortress Investment
Corp.
Robert I. Kauffman President and Director of Fortress Investment
Corp.
Mark H. Burton Managing Director in the Financial Services
Group at Lehman Brothers Inc.*
Douglas L. Jacobs Senior Vice President and Treasurer of Fleet
Financial Group **
Stuart A. McFarland Managing Partner of Federal City Capital
Advisors, LLC ***
Gregory F. Hughes Chief Financial Officer of Fortress
Investment Corp.
Randal A. Nardone Chief Operating Officer and Secretary of
Fortress Investment Corp.
Erik P. Nygaard Chief Information Officer and Treasurer of
Fortress Investment Corp.
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* Mr. Burton is an Independent Director of Fortress Investment Corp.
Mr. Burton's principal business address is Lehman Brothers, 3 World
Financial Center, 16th Floor, New York, New York 10285.
* Mr. Jacobs is an Independent Director of Fortress Investment Corp.
Mr. Jacobs' principal business address is Fleet Financial Group, 75
State Street, Mail Stop MABO F03E, Boston, Massachusetts 02109.
* Mr. McFarland is an Independent Director of Fortress Investment
Corp. Mr. McFarland's principal business address is Federal City
Capital Advisors LLC, 1341 G Street NW, Suite 720, Washington, D.C.
20005.
EXHIBIT 1.1
JOINT FILING AGREEMENT
This JOINT FILING AGREEMENT, dated as of November 17, 1999,
is made by and between Fortress Partners, L.P., a Delaware limited
partnership ("Fortress Partners"), and Fortress Investment Corp., a
Delaware corporation and the sole general partner of Fortress Partners
("FIC"). Fortress Partners and FIC collectively referred to herein as the
"Parties" and each individually as a "Party." Pursuant to Rule
13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as
amended, the Parties hereby acknowledge and agree that the foregoing
Amendment No.1 to Statement on Schedule 13D is filed on behalf of each such
Party and that all subsequent amendments to the Statement on Schedule 13D
shall be filed on behalf of each of the Parties without the necessity of
filing additional joint acquisition statements. The Parties hereby
acknowledge that each Party shall be responsible for timely filing of such
amendments, and for the completeness and accuracy of the information
concerning such Party contained therein, but shall not be responsible for
the completeness and accuracy of the information concerning the other
Party, except to the extent that such Party knows or has reason to believe
that such information is inaccurate.
IN WITNESS WHEREOF, the Parties hereto have executed this
Joint Filing Agreement as of the day and year first above written.
FORTRESS PARTNERS, L.P.
By: /s/ Randal A. Nardone
----------------------------------
Randal A. Nardone
as Secretary and Chief Operating Officer
of Fortress Investment Corp.,
general partner of Fortress Partners, L.P.
FORTRESS INVESTMENT CORP.
By: /s/ Randal A. Nardone
----------------------------------
Randal A. Nardone
as Secretary and Chief Operating Officer
