LETTER OF TRANSMITTAL
For Shares of Common Stock
of
IMPAC COMMERCIAL HOLDINGS, INC.
Surrendered for Cash Payment Pursuant to the Merger
of
FORTRESS IMPAC ACQUISITION CORP.
with and into
IMPAC COMMERCIAL HOLDINGS, INC.
The Paying Agent for the Merger is:
EQUISERVE TRUST COMPANY, N.A.
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By Hand Delivery To: By Overnight Delivery or By Mail:
Express Mail:
Securities Transfer & EquiServe Trust Company, N.A EquiServe Trust Company, N.A.
Reporting Services, Inc. Attn: Corporate Actions Attn: Corporate Actions
c/o Boston EquiServe LP 150 Royall Street P.O. Box 8029
100 William Street, Galleria Canton, MA 02021 Boston, MA 02266-8029
New York, NY 10038
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TELEPHONE NUMBER:
(781) 575-3100
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE WILL NOT CONSTITUTE VALID DELIVERY TO THE PAYING AGENT.
THE INSTRUCTIONS CONTAINED WITHIN THIS LETTER OF TRANSMITTAL SHOULD
BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
IF CERTIFICATES ARE REGISTERED IN DIFFERENT NAMES, A SEPARATE LETTER OF
TRANSMITTAL MUST BE SUBMITTED FOR EACH DIFFERENT REGISTERED HOLDER. SEE
INSTRUCTION 4.
DESCRIPTION OF SHARES SURRENDERED
Name(s) and Address(es) of
Registered Holder(s)
(Please fill in, if blank,
exactly as name(s) appear(s) Share Certificate(s) Enclosed
on Certificate(s)) (Attach Additional signed list if necessary)
---------------------------- --------------------------------------------
Total Number
of Shares
Share Certificate Represented by
Number(s) Share Certificate
----------------- -----------------
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Total Shares
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LOST CERTIFICATES
[ ] I have lost my certificates that represented __________ shares and
require assistance in obtaining replacement certificates. I understand
that I must contact the Paying Agent to obtain instructions for
replacing a lost certificate (See Instruction 10).
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4, 5 AND 7) (SEE INSTRUCTIONS 3 AND 7)
Fill in ONLY if check is to be Fill in ONLY if check is to be
issued in a name other than that issued in the name set forth above
set forth above. but delivered to an address other
than set forth above:
Issue and deliver check to:
Deliver check to:
Name ___________________________
(Please Print) Name ____________________________
(Please Print)
Address ________________________
________________________________ _________________________________
________________________________
________________________________ Address _________________________
(Include Zip Code) _________________________________
_________________________________
________________________________ _________________________________
(Include Zip Code) (Include Zip Code)
________________________________
(Tax Identification or
Social Security Number)
(See Instruction 11)
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE INSTRUCTIONS SET
FORTH IN THIS LETTER OF TRANSMITTAL CAREFULLY.
Ladies and Gentlemen:
In connection with the merger (the "Merger") of Fortress Impac
Acquisition Corp. ("Purchaser"), a Maryland corporation and a wholly owned
subsidiary of Fortress Investment Corp., a Maryland corporation ("FIC"),
with and into Impac Commercial Holdings, Inc. (the "Company"), which became
effective on November 22, 2000, pursuant to an Agreement and Plan of
Merger, dated as of October 6, 2000, by and among Purchaser, FIC and the
Company (the "Merger Agreement"), the undersigned herewith surrenders the
above described certificate(s) (the "Certificate(s)"), which prior to the
Merger represented shares of common stock, par value $.01 per share, of the
Company (the "Shares"), in exchange for cash in the amount of $7.55 per
Share, without interest, payable pursuant to the Merger.
The undersigned represents that the undersigned has full authority to
surrender the Shares, free and clear of all liens, claims and encumbrances.
The undersigned will, upon request, execute and deliver any additional
documents reasonably deemed appropriate or necessary by the Paying Agent in
connection with the surrender of the Shares. All authority conferred or
agreed to be conferred in this Letter of Transmittal shall be binding upon
the successors, assigns, heirs, executors, administrators and legal
representatives of the undersigned and shall not be affected by, and shall
survive, the death or incapacity of the undersigned. The surrender of
Shares hereby is irrevocable.
The undersigned understands that surrender is not made in acceptable form
until the receipt by EquiServe Trust Company, N.A. (the "Paying Agent") of
this Letter of Transmittal, duly completed and signed, and of the
Certificate(s), together with all accompanying evidences of authority in
form satisfactory to the Company (which may delegate power in whole or in
part to the Paying Agent). All questions as to validity, form and
eligibility of any surrender of Shares hereby will be determined by the
Company (which may delegate power in whole or in part to the Paying Agent)
and such determination shall be final and binding.
The undersigned understands that payment for surrendered Shares will be
made as promptly as practicable after the surrender of Certificate(s)
representing the Shares is made in acceptable form.
Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the purchase price of all Shares purchased in the
name(s) of the registered holder(s) appearing above under "Description of
Shares Surrendered." Similarly, unless otherwise indicated under "Special
Delivery Instructions," please mail the check for the purchase price of all
Shares purchased to the address(es) of the registered holder(s) appearing
above under "Description of Shares Surrendered." In the event that the
boxes entitled "Special Payment Instructions" and "Special Delivery
Instructions" are both completed, please issue the check for the purchase
price of all Shares purchased in the name(s) of, and deliver such check to,
the person(s) so indicated.
IMPORTANT
STOCKHOLDER SIGN HERE
___________________________________________________________________________
___________________________________________________________________________
(Signature(s) of Owner(s))
(Must be signed by registered holder(s) exactly as name(s) appear(s) on the
Share certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or
other person acting in a fiduciary or representative capacity, please set
forth full title. See Instruction 4. For information concerning signature
guarantees, see Instruction 3.)
Dated: __________________________, 2000
Name(s) ___________________________________________________________________
___________________________________________________________________________
(Please Print)
Capacity (full title) _____________________________________________________
(See Instruction 4)
Address ___________________________________________________________________
(Include Zip Code)
Area Code and Telephone No. (Business) ____________________________________
Area Code and Telephone No. (Residence) ___________________________________
Taxpayer Identification or Social Security No. ____________________________
(Complete the Substitute Form W-9 contained herein)
SIGNATURE GUARANTEE
(SEE INSTRUCTIONS 3, IF REQUIRED)
Authorized Signature ______________________________________________________
Name ______________________________________________________________________
(Please Print)
Title _____________________________________________________________________
(Please Print)
Name of Firm ______________________________________________________________
Address ___________________________________________________________________
(Include Zip Code)
Area Code and Telephone No. _______________________________________________
Dated _____________________________________________________________________
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE MERGER
1. Delivery of Letter of Transmittal and Certificate(s). This Letter of
Transmittal, completed and signed, must be used in connection with the
delivery and surrender of the Certificate(s). A Letter of Transmittal and
the Certificate(s) must be received by the Paying Agent, in satisfactory
form, in order to make an effective surrender. Delivery of the
Certificate(s) and other documents shall be effected, and the risk of loss
and title to the Certificate(s) shall pass, only upon proper delivery of
the Certificate(s) to the Paying Agent. The method of delivery of the
Certificate(s) and other documents is at the election and risk of the
stockholder. If such delivery is by mail, registered mail with return
receipt requested, properly insured, is recommended. Surrender may be made
by mail, by hand or by overnight courier to the Paying Agent, at one of the
addresses shown above. A mailing envelope addressed to the Paying Agent is
enclosed for your convenience.
2. Terms of Conversion of the Shares. Each Share was converted at the
effective time of the Merger into the right to receive $7.55 in cash,
except for Shares held by the Company, Purchaser or their affiliates.
3. Guarantee of Signature. The Certificate(s) need not be endorsed and
stock powers and signature guarantees are unnecessary unless (a) the
Certificate(s) is registered in a name other than that of the person
surrendering the Certificate(s) or (b) such registered holder completes the
Special Payment Instructions or Special Delivery Instructions. In the case
of (a) above, any such Certificate(s) must be duly endorsed or accompanied
by a properly executed stock power with the signature on the endorsement or
stock power and on the Letter of Transmittal guaranteed by a participant in
the Security Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Guarantee Program or the Stock Exchange Medallion
Program. In the case of (b) above, only the signature on the Letter of
Transmittal should be similarly guaranteed.
4. Signatures on Letter of Transmittal and Endorsements. If this Letter
of Transmittal is signed by the registered holder(s) of the Shares
surrendered hereby, the signature(s) must correspond with the name(s) as
written on the face of the Certificate(s) without alteration, enlargement
or any change whatsoever.
If any of the Shares surrendered hereby are held of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any of the Shares surrendered hereby are registered in different names
on several Certificates, it will be necessary to complete, sign and submit
as many separate Letters of Transmittal as there are different
registrations of Certificates.
If this Letter of Transmittal or any Share certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or
representative capacity, such person should so indicate when signing, and
proper evidence satisfactory to the Company of the authority of such person
so to act must be submitted.
If this Letter of Transmittal is signed by the registered holder(s) of
the Shares listed and surrendered hereby, no endorsements of Certificates
or separate stock powers are required unless payment is to be issued in the
name of a person other than the registered holder(s). Signatures on any
such Certificates or stock powers must be guaranteed by an Eligible
Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares evidenced by Certificates listed and
surrendered hereby, the Certificates must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of
the registered holder(s) appear(s) on the Certificates. Signature(s) on any
such Certificates or stock powers must be guaranteed by an Eligible
Institution.
5. Stock Transfer Taxes. The Company will bear liability for any state
stock transfer taxes applicable to the delivery of checks in payments for
surrendered Shares; provided, however, that if any payment is to be made to
any person(s) other than the registered holder(s) of the surrendered
Shares, it shall be a condition of the issuance and delivery of such check
that the amount of any stock transfer taxes (whether imposed on the
registered holder(s) or such person(s)) payable on account of the transfer
(or transfers) of the surrendered Shares shall be delivered to the Paying
Agent or satisfactory evidence of the payment of such taxes or
nonapplicability thereof shall be submitted to the Paying Agent before such
check will be issued.
6. Validity of Surrender, Irregularities. All questions as to validity,
form and eligibility of any surrender of Shares hereby will be determined
by the Company (which may delegate power in whole or in part to the Paying
Agent), and such determination shall be final and binding. The Company
reserves the right to waive any irregularities or defects in the surrender
of any Shares, and its interpretations of the terms and conditions of the
Merger Agreement and of this Letter of Transmittal (including these
instructions) with respect to such irregularities or defects shall be final
and binding. A surrender will not be deemed to have been made until all
irregularities have been cured or waived.
7. Special Payment and Delivery Instructions. Indicate the name and
address to which payment for the Shares is to be sent if different from the
name and/or address of the person(s) signing this Letter of Transmittal.
8. Additional Copies. Additional copies of this Letter of Transmittal may
be obtained from the Paying Agent.
9. Inadequate Space. If the space provided on this Letter of Transmittal
is inadequate, the Share certificate numbers and number of Shares should be
listed on a separate signed schedule affixed hereto.
10. Letter of Transmittal Required; Surrender of Certificate(s); Lost
Certificate(s). You will not receive any cash for your Shares unless and
until you deliver this Letter of Transmittal, duly completed and signed, to
the Paying Agent, together with the Certificate(s) representing such Shares
and any required accompanying evidences of authority in form satisfactory
to the Company. If the Certificate(s) has (have) been lost or destroyed,
such should be indicated on the face of this Letter of Transmittal. In such
event, the Paying Agent will forward additional documentation necessary to
be completed in order to surrender effectively such lost or destroyed
Certificate(s). No interest will be paid on amounts due for the Shares.
11. Substitute Form W-9. Under Federal income tax law, a stockholder
surrendering Shares is required to provide the Paying Agent with such
stockholder's correct Taxpayer Identification Number ("TIN"). If such
stockholder is an individual, the TIN is such stockholder's Social Security
Number. If the Paying Agent is not provided with the correct TIN or an
adequate basis for an exemption, such stockholder may be subject to
penalties imposed by the Internal Revenue Service and backup withholding in
an amount equal to 31% of the gross proceeds received pursuant to the
Merger. To prevent backup withholding, each stockholder surrendering Shares
must provide such stockholder's correct TIN by completing the Substitute
Form W-9 included herewith, certifying that the TIN provided is correct, or
that such stockholder is awaiting a TIN, and that (i) the stockholder is
exempt from backup withholding, (ii) the stockholder has not been notified
by the Internal Revenue Service that such stockholder is subject to backup
withholding as a result of a failure to report all interest or dividends,
or (iii) the Internal Revenue Service has notified the stockholder that
such stockholder is no longer subject to backup withholding. If a
stockholder is subject to backup withholding, such stockholder must cross
out item (2) of Part 2 of the Substitute Form W-9.
Certain stockholders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding
and reporting requirements. Exempt stockholders, other than foreign
persons, should furnish their TIN, write "Exempt" in Part 2 of the
Substitute Form W-9 included herewith and sign, date and return the
Substitute Form W-9 to the Paying Agent. In order for a foreign person to
qualify as an exempt stockholder, such person must submit an appropriate
and properly completed IRS Form W-8, attesting to that person's exempt
status. Such a Form W-8 may be obtained from the Paying Agent. See the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for additional information.
If backup withholding applies, the Paying Agent is required to withhold
31% of any payments made to the stockholder. Backup withholding is not an
additional tax. Rather, the tax liability of persons subject to withholding
will be reduced by the amount of tax withheld. If backup withholding
results in an overpayment of taxes, a refund may be obtained from the
Internal Revenue Service.
A stockholder surrendering Shares is required to give the Paying Agent
the TIN of the record holder of the Shares. If the Shares are in more than
one name, or are not in the name of the actual owner, consult the enclosed
Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for additional guidelines on which number to report. If
the stockholder surrendering Shares does not currently have a TIN, but has
applied for a TIN or intends to apply for a TIN in the near future, such
stockholder should (i) consult the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for instructions on
applying for a TIN, (ii) write "Applied For" in the space provided in Part
1 of the Substitute Form W-9 and check the appropriate box in Part 3, and
(iii) sign and date the Substitute Form W-9 and the Certificate of Awaiting
Taxpayer Identification Number included herewith. Note that writing
"Applied For" on the Substitute Form W-9 means that the stockholder has
already applied for a TIN or that such stockholder intends to apply for one
in the near future. If the box in Part 3 is checked, the Paying Agent will
withhold 31% of payments made to the stockholder, unless the TIN is
provided by the time of the payment.
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PAYER'S NAME: EQUISERVE TRUST COMPANY, N.A.
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Part 1--PLEASE PROVIDE YOUR TIN
IN THE BOX AT RIGHT AND CERTIFY
SUBSTITUTE BY SIGNING AND DATING BELOW -------------------------
Social Security Number
FORM W-9 (If awaiting TIN write
"Applied For")
Department of the Treasury
Internal Revenue Service OR
------------------------------
Employer Identification Number
(If awaiting TIN write
"Applied For")
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Payer's Request for PART 2--CERTIFICATE--Under penalties of perjury, I certify that:
Taxpayer Identification
Number ("TIN") (1) The number shown on this form is my correct Taxpayer
Identification Number (or I am waiting for a number to be
issued for me), and
(2) I am not subject to backup withholding because: (a) I am
exempt from backup withholding, or (b) I have not been
notified by the Internal Revenue Service (the "IRS") that
I am subject to backup withholding as a result of a failure
to report all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup
withholding.
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CERTIFICATION INSTRUCTIONS-You must cross out item (2) of Part 2
above if you have been notified by the IRS that you are currently
subject to backup withholding because of under-reporting interest
or dividends on your tax returns. However, if after being
notified by the IRS that you are subject to backup withholding,
you receive another notification from the IRS that you are no
longer subject to backup withholding, do not cross out such
item (2).
SIGNATURE ____________________________ DATE _____________, 2000
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Part 3--Awaiting TIN o
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY CASH PAYMENTS MADE TO YOU PURSUANT TO THE
MERGER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
IN PART 3 OF THE SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a Taxpayer Identification Number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a Taxpayer Identification Number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(2) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a Taxpayer Identification Number to the
Paying Agent by the time of payment, 31% of all reportable cash payments
made to me thereafter will be withheld.
Signature ________________________________ Dated ________________, 2000
Questions and requests for assistance or additional copies of this
Letter of Transmittal and other materials may be directed to the Paying
Agent at its address and telephone number listed above.
