SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
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
Fortress Partners, L.P.
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:
David J. Goldschmidt
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
May 5, 1999
(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
Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following: ( )
SCHEDULE 13D
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(1) NAMES OF REPORTING PERSONS
Fortress Partners, L.P.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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 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
SHARES 1,683,635 (See Note A)
BENEFICIALLY OWNED -------------------------------------
BY (8) SHARED VOTING POWER
EACH 0
REPORTING -------------------------------------
PERSON WITH (9) SOLE DISPOSITIVE POWER
1,683,635 (See Note A)
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(10) SHARED DISPOSITIVE POWER
0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,683,635 (See Note A)
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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
16.6666% (See Note A)
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(14) TYPE OF REPORTING PERSON
PN
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The following constitutes the Schedule 13D filed by the undersigned
(the "Schedule 13D").
Item 1. Security and Issuer.
This statement relates to shares (the "Shares") of the common stock,
$0.01 par value per share ("Common Stock"), of Impac Commercial Holdings,
Inc. (the "Issuer"). The principal executive offices of the Issuer are
located at: 1401 Dove Street, Newport Beach, CA 92660.
Item 2. Identity and Background.
This schedule 13D is being filed in connection with the purchase by
Fortress Partners, L.P. ("Fortress") of 479,999 shares of Series B 8.5%
Cumulative Convertible Preferred Stock (the "Preferred Shares") of the
Issuer, which are convertible into 1,683,635 Shares (subject to certain
anti-dilution adjustments). These are the only equity securities of the
Issuer owned by Fortress at the time of filing and, if converted into
Shares at the time of filing, would represent 19.9999% of the outstanding
Shares.
(a) Fortress Partners, L.P.
(b) Address: 1301 Avenue of the Americas
New York, New York 10019
(c) Principal Business: real estate investment.
Item 2. (d)
Fortress has not, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors.
Item 2. (e)
Fortress has not, during the last five years, been party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which Fortress 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 any violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Fortress purchased 479,999 Preferred Shares, convertible into
1,683,635 Shares (subject to certain anti-dilution adjustments), on May 5,
1999, for an aggregate purchase price of $11,999,975, or $25 per Preferred
Share.
Item 4. Purpose of Transaction.
Concurrent with the closing of the purchase of the Preferred Shares,
an affiliate of Fortress assumed management of the Issuer pursuant to a
management agreement for separate consideration. Fortress also recommended
three new members of the Issuer's five-member Board of Directors, who were
appointed to fill vacancies on the Board. The CEO of an affiliate of
Fortress, Wesley R. Edens, has become CEO of the Issuer and has appointed
other officers of that Fortress affiliate as officers of the Issuer.
Fortress purchased the Preferred Shares because it believed that, through
its infusion of capital and its active management of the Issuer, it could
increase the value of the Issuer's common stock.
Item 5. Interest in Securities of the Issuer.
See numbers 7-11 of the cover page to this Schedule 13D for the
information required by Item 5.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Not Applicable
Note A
Pursuant to an agreement dated May 5, 1999, Fortress purchased from
the Issuer 479,999 shares of its 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, or
16.6666%, of the Issuer's Common Stock outstanding immediately after the
sale of the Preferred Shares, assuming conversion of the Preferred Shares.
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.
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: May 14, 1999
Signature: /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.
