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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. 1)
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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. 1 to 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, 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"). 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 16. MATERIAL TO BE FILED AS EXHIBITS.
(a)(l) Offer to Purchase, dated October 13, 2000 (incorporated herein by
reference to Exhibit (a)(1) to the Schedule TO).*
(a)(2) Reference is made to the Schedule 14D-9 filed by Impac Commercial
Holdings, Inc. on October 13, 2000, to the extent incorporated by
reference in the Offer to Purchase.*
(a)(3) Materials presented by Bear Stearns to the Independent Committee on
October 5, 2000, as described in the Schedule 14D-9.
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* Previously filed.
SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies 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: October 27, 2000
EXHIBIT INDEX
EXHIBIT
NO.
(a)(l) Offer to Purchase, dated October 13, 2000 (incorporated herein by
reference to Exhibit (a)(1) to the Schedule TO).*
(a)(2) Reference is made to the Schedule 14D-9 filed by Impac Commercial
Holdings, Inc. on October 13, 2000, to the extent incorporated by
reference in the Offer to Purchase.*
(a)(3) Materials presented by Bear Stearns to the Independent Committee on
October 5, 2000, as described in the Schedule 14D-9.
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* Previously filed.
