SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO-C
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
IMPAC COMMERCIAL HOLDINGS, INC.
(Name of Subject Company (Issuer))
FORTRESS IMPAC ACQUISITION CORP.
FORTRESS INVESTMENT CORP.
FIC MANAGEMENT, INC.
FORTRESS PRINCIPAL INVESTMENT HOLDINGS LLC
WESLEY R. EDENS
ROBERT I. KAUFFMAN
ERIK P. NYGAARD
RANDAL A. NARDONE
IMPAC COMMERCIAL HOLDINGS, INC.
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $.O1 PER SHARE
(Title of Class of Securities)
45254R 10 8
(CUSIP Number of Class of Securities)
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Randal A. Nardone
Fortress Investment Holdings, LLC
1301 Avenue of the Americas
New York, New York 10019
Telephone: (212) 798-6100
(Name, address and telephone number of
person authorized to receive notices
and communications on behalf of filing persons)
Copy to:
J. Gregory Milmoe, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Telephone: (212) 735-3000
|X| Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
|X| third-party tender offer subject to Rule 14d-1.
|_| issuer tender offer subject to Rule 13e-4.
|X| going-private transaction subject to Rule 13e-3.
|_| amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: |_|
FOR IMMEDIATE RELEASE
Contact:
Lilly H. Donohue
Vice President, Fortress
212 798-6118
ICH SIGNS DEFINITIVE MERGER AGREEMENT
SHAREHOLDERS TO RECEIVE $7.55 PER SHARE IN CASH
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NEW YORK, October 6, 2000 - Impac Commercial Holdings, Inc. (the "Company"
or "ICH") (AMEX:"ICH"), today announced that it has signed a definitive
merger agreement providing for the acquisition of all of the Company's
outstanding shares of common stock not already owned by Fortress Investment
Corp. ("Fortress") for $7.55 per share in cash.
The all-cash transaction, which is structured as a $7.55 per share cash
tender offer followed by a second-step merger of the Company with a
subsidiary of Fortress, is valued at approximately $41.4 million excluding
shares already owned by Fortress. The tender offer price reflects a 20.8%
premium to yesterday's closing price and a 37.3% premium to the average
price of the last 12 months. The tender offer is expected to commence on or
about October 12, 2000 and conclude on November 15, 2000. The Company has
approximately 8.0 million shares of common stock on a fully diluted basis,
of which Fortress owns approximately 2.5 million shares. The Company's
Board of Directors, acting upon the unanimous recommendation of a committee
of independent directors composed entirely of non-management directors (the
"Independent Committee"), unanimously recommends that the stockholders of
the Company tender their shares pursuant to the tender offer. The
Independent Committee and the Company Board received an opinion from Bear
Stearns & Co., Inc., the Independent Committee's financial advisor, to the
effect that the $7.55 per share price in the tender offer and the merger is
fair to the stockholders of the Company from a financial point of view.
The tender offer and merger will be subject to certain customary
conditions; however, the tender offer is not subject to a financing
condition or a condition that any minimum number of shares be tendered or a
"break-up" or "commitment" fee other than an expense reimbursement of up to
$400,000 payable in the event that the Independent Committee receives a
higher offer from a third party and accepts that offer pursuant to the
exercise of its fiduciary duties. The transaction is exempt from the
requirements of the Hart-Scott-Rodino Act.
ICH is a specialty commercial property finance company that elects to be
taxed as a real estate investment trust for federal income tax purposes.
Fortress is a private real estate investment trust formed in June 1998 to
pursue real estate related investments worldwide. FIC is externally managed
by Fortress Investment Group LLC, a global real estate investment and asset
management company based in New York.
The tender offer for the outstanding shares of common stock of the Company
described in this announcement has not yet commenced, and this announcement
is neither an offer to purchase nor a solicitation of an offer to sell
securities. The tender offer will be made only through Fortress's offer to
purchase and the related letter of transmittal. We urge investors and
security holders to read the following documents when they become
available, regarding the tender offer and the merger (described above),
because they will contain important information:
-- Fortress's tender offer statement on Schedule TO including
the offer to purchase, letter of transmittal and notice of
guaranteed delivery.
-- The Company's solicitation/recommendation statement on Schedule
14D-9.
These documents and amendments to these documents will be filed with the
United States Securities and Exchange Commission when the tender offer
commences. When these and other documents are filed with the SEC, they may
be obtained free at the SEC's web site at www.sec.gov. You may also obtain
for free each of these documents (when available) from the information
agent for the offer, to be announced.
This news release contains certain forward-looking statements. When used in
this news release, the words "believes," "expects," "anticipates,"
"estimates" and similar words or expressions are generally intended to
identify forward-looking statements. These forward-looking statements
involve risks and uncertainties, such as the risks detailed in the
Company's filings with the SEC.
FOR FURTHER INFORMATION:
Lilly H. Donohue
Vice President, Fortress Investment
Fund LLC
212-798-6118
