Impac Commercial Holdings, Inc.
c/o FIC Management Inc.
1301 Avenue of the Americas
New York, New York 10019
To the Former Holders of Common Stock of
Impac Commercial Holdings, Inc.:
The merger (the "Merger") of Fortress Impac Acquisition Corp.
("Purchaser"), a Maryland corporation and wholly owned subsidiary of
Fortress Investment Corp., a Maryland corporation ("Parent"), with and into
Impac Commercial Holdings, Inc., a Maryland corporation (the "Company"),
pursuant to the terms and subject to the conditions of an Agreement and
Plan of Merger, dated as of October 6, 2000, by and among Purchaser, Parent
and the Company (the "Merger Agreement"), 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 (the "Shares"),
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, 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.
TO OBTAIN PAYMENT FOR YOUR SHARES, THE CERTIFICATE(S) REPRESENTING
SUCH SHARES, TOGETHER WITH THE ENCLOSED LETTER OF TRANSMITTAL, MUST BE
MAILED OR DELIVERED BY HAND OR OVERNIGHT COURIER TO THE PAYING AGENT,
EQUISERVE TRUST COMPANY, N.A., AT ONE OF THE ADDRESSES SET FORTH IN THE
ENCLOSED LETTER OF TRANSMITTAL.
On October 13, 2000, Purchaser and its affiliates sent to all
stockholders of the Company an offer to purchase (the "Offer to Purchase")
and related letter of transmittal (the Offer to Purchase and related letter
of transmittal together, and as amended or supplemented from time to time,
constitute the "Offer Materials") describing the offer to purchase for cash
any and all outstanding Shares of the Company for $7.55 per Share (the
"Offer") and the Merger. The Board of Directors of the Company (the
"Company Board"), based upon the unanimous recommendation of a committee
(the "Independent Committee") of independent directors of the Company
Board, unanimously determined that the Offer, the Merger Agreement and the
Merger were fair to and in the best interests of the stockholders of the
Company (other than Purchaser and its affiliates). In arriving at its
recommendation, the Company Board considered a number of factors described
in the Offer Materials, including, among other things, that the Independent
Committee received a fairness opinion from its financial advisor Bear,
Stearns & Co. Inc., that the all cash consideration to be received by the
Company's stockholders (other than Purchaser and its affiliates) was fair
to such stockholders from a financial point of view. The full text of such
opinion, which sets forth, among other things, the opinion expressed,
procedures followed, matters considered and limitations on review
undertaken in connection with such opinion was mailed to the Company's
stockholders along with the Offer Materials. Additional copies of the Offer
Materials can be obtained from the Company at the address set forth above.
As described in the Offer Materials, under Maryland law no
stockholder of the Company is entitled to appraisal rights in connection
with the Merger.
Additional copies of the Letter of Transmittal can be obtained from
the Paying Agent at EquiServe Trust Company, N.A., Attn: Corporate Actions,
P.O. Box 8029, Boston, MA 02266-8029, Tel: (781) 575-3100.
Impac Commercial Holdings, Inc.
Dated: November 22, 2000
