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
August 5, 1999
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(Date of earliest event reported)
Impac Commercial Holdings, Inc.
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(Exact Name of Registrant as Specified in its charter)
Maryland 0-13091 33-0745075
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(State or Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
1301 Avenue of the Americas, 42nd Floor, New York, New York 10019
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(Address of principal executive offices, including zip code)
(212) 798-6100
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(Registrant's telephone number, including area code)
1401 Dove Street, Newport Beach, California 92660
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(Former name or former address, if changed since last report)
Item 5. Other Events.
On August 5, 1999, AMRESCO Capital Trust and Impac Commercial
Holdings, Inc. announced that they had entered into a merger agreement (the
"Merger Agreement"). The press release relating to the Merger Agreement is
attached as Exhibit 99.1 hereto.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
Exhibit No. Description
99.1 Press Release, dated August 5, 1999
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
hereunto duly authorized.
IMPAC COMMERCIAL HOLDINGS,
INC.
By: /s/ Lilly Donohue
__________________________
Name: Lilly Donohue
Title: Assistant Secretary
Dated: August 9, 1999
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release, dated August 5, 1999
Exhibit 99.1
AMCT AND ICH ANNOUNCES STOCK-FOR-STOCK MERGER
DALLAS & NEW YORK--Aug. 5, 1999--AMRESCO Capital Trust (NASDAQ:AMCT), an
externally managed Texas real estate investment trust, and Impac Commercial
Holdings, Inc. (AMEX:ICH), a Maryland real estate investment trust managed
by Fortress Investment Corp. ("Fortress"), today announced the signing of a
definitive merger agreement. The merger, which is subject to shareholder
approval by both companies, is expected to take place in the fourth
quarter. AMCT will be the surviving entity and each share of ICH will be
exchanged for approximately 0.661 of a share of AMCT, which will result in
AMCT shareholders owning approximately 60% of the combined entity and ICH
shareholders owning approximately 40%. Based upon AMCT's closing price of
$10.00, the offer values ICH at $6.61 per share, a 12.51% premium to ICH's
closing price of $5.875. This transaction is expected to be accretive to
both AMCT and ICH shareholders. The combined company is expected to have
pro forma book equity capitalization of approximately $200 million.
Fortress is expected to purchase approximately 1.5 million shares of AMCT
and the management contract from AMCT's current manager and assume
day-to-day management responsibility for AMCT simultaneous with the
consummation of the merger. Each of the Board of Trust Managers of AMCT and
the Board of Directors of ICH has approved Fortress as the manager of the
combined company. Fortress expects to continue to operate the combined
company as a real estate investment trust.
AMCT was established in 1998 and was formed to pursue opportunities in
acquisition, construction and development lending as well as high-yielding
commercial mortgage-backed securities. ICH was established in 1997 and was
formed to pursue opportunities in the commercial mortgage sector. Fortress
is a real estate investment and asset management company headquartered in
New York with offices in Toronto, London, and Tokyo.
The combined company plans to pursue a similar business plan to the one
employed by AMCT but expects to benefit from the increased capital base and
scale of operations. The combined company will have almost two times the
book value of either AMCT or ICH on a stand-alone basis. Upon consummation
of the merger, a new board will be formed with representatives from AMCT
and ICH.
"This transaction is expected to create scale and synergies that if
realized will benefit the shareholders of both companies. We believe that
this is an excellent time to be involved in the U.S. real estate debt
markets. The lack of liquidity which exists in these markets provides
significant opportunities for those with capital," said Wesley R. Edens,
Chief Executive Officer of Fortress and ICH. "Post merger, Fortress will
own in excess of 15% of the combined company, which creates a strong
alignment of interests between management and the shareholders."
Robert L. Adair, III, the current CEO and a current (and ongoing) member of
the Board of Trust Managers of AMCT, noted that "the merger provides
AMRESCO Capital Trust with the needed additional capital to execute its
business plan over the next year. In addition, Fortress's management
expertise should enhance the company's ability to access the capital
markets over time."
ICH was advised by Banc of America's Securities LLC and Jolson Securities.
AMCT was advised by Prudential Securities Incorporated and Deutsche Bank
Alex Brown.
This press release contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These forward-looking statements can be
identified by our use of words like "intend" and "goal". We cannot assure
you that our intentions to achieve the scale and synergies described herein
by merging ICH into AMCT and approving the assignment of the AMCT
management contract to Fortress will ever materialize. If our goals and
intentions do not materialize, our actual results could differ materially
from those anticipated in such forward-looking statements.
