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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT UNDER
SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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IMPAC COMMERCIAL HOLDINGS, INC.
(NAME OF THE ISSUER)
IMPAC COMMERCIAL HOLDINGS, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
45254R 10 8
(CUSIP NUMBER OF CLASS OF SECURITIES)
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RANDAL A. NARDONE
IMPAC COMMERCIAL HOLDINGS, INC.
C/O FIC MANAGEMENT INC.
1301 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
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COPY TO:
J. GREGORY MILMOE, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NEW YORK 10036
TELEPHONE: (212) 735-3000
TELECOPIER: (212) 735-2000
This statement is filed in connection with (check the appropriate box):
a. |_|The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. |_|The filing of a registration statement under the Securities Act of 1933.
c. |X|A tender offer.
d. |_|None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: |_|
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INTRODUCTION
This Amendment No. 2 ("Amendment No. 2") amends and supplements the Rule
13e-3 Transaction Statement on Schedule l3E-3 filed October 13, 2000, by
Impac Commercial Holdings, Inc., a Maryland corporation (the "Company" or
"Impac"), pursuant to Section 13(e) of the Securities Exchange Act of 1934,
as amended, and Rule 13e-3 thereunder, in connection with the tender offer
by Fortress Impac Acquisition Corp., a Maryland corporation and a wholly
owned subsidiary of Fortress Investment Corp., a Maryland corporation
("Parent"), to purchase any and all of the outstanding shares of common
stock, par value $0.01 per share (the "Shares"), of the Company for $7.55
per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated October 13, 2000 (the
"Offer to Purchase"), and the related Letter of Transmittal (which together
constitute the "Offer") and the Merger described in the Offer. In response
to the Offer, the Company filed a Solicitation/Recommendation Statement on
Schedule 14D-9, dated October 13, 2000 (the "Schedule 14D-9" ). Capitalized
terms used but not defined herein shall have the meanings ascribed to them
in the Offer to Purchase.
ITEM 4. TERMS OF THE TRANSACTION.
Item 4 is hereby amended and supplemented to add the following:
The Merger described in the Offer to Purchase became effective at 2:03
p.m., New York City time, on November 22, 2000 (the "Effective Time").
Immediately prior to the Effective Time, Purchaser owned capital stock of
the Company equal to 7,226,048 Shares entitled to vote (including Shares
subject to guarantees of delivery), which was more than 90% of the
outstanding Shares of the Company entitled to vote on a fully diluted
basis. Accordingly, under applicable Maryland law, no action was required
by the stockholders of the Company (other than Purchaser and its
affiliates) for the Merger to become effective. As a result of the Merger,
the separate corporate existence of Purchaser has terminated and the
Company has become a wholly owned subsidiary of Parent.
Pursuant to the terms of the Merger Agreement, each outstanding Share
(other than Shares held by Purchaser and its affiliates) held immediately
prior to the Effective Time now represents only the right to receive $7.55
per Share, net to the holder in cash, without interest. As described in the
Offer to Purchase, under Maryland law no stockholder of the Company is
entitled to appraisal rights in connection with the Merger.
ITEM 16. EXHIBITS.
Item 16 is hereby amended and supplemented to add the following
exhibits:
(a)(1) Letter to the Former Holders of Common Stock of Impac Commercial
Holdings, Inc., dated November 22, 2000.
(a)(2) Letter of Transmittal, dated November 22, 2000.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, certify
that the information set forth in this statement is true, complete and
correct.
IMPAC COMMERCIAL HOLDINGS, INC.
By: /s/ RANDAL A. NARDONE
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Name: Randal A. Nardone
Title:Secretary and Chief Operating
Officer
Dated: November 22, 2000
EXHIBIT INDEX
Exhibit No. Description
(a)(1) Letter to the Former Holders of Common Stock of Impac
Commercial Holdings, Inc., dated November 22, 2000.
(a)(2) Letter of Transmittal, dated November 22, 2000.
