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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20459
SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
(FINAL AMENDMENT)
IMPAC COMMERCIAL HOLDINGS, INC.
(NAME OF SUBJECT COMPANY (ISSUER))
IMPAC COMMERCIAL HOLDINGS, INC. (ISSUER)
(NAME OF FILING PERSON (IDENTIFYING STATUS AS OFFEROR, ISSUER OR OTHER PERSON))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
(44968J 106)
(CUSIP NUMBER OF CLASS OF SECURITIES)
RANDAL A. NARDONE
CHIEF OPERATING OFFICER AND SECRETARY
FIC MANAGEMENT, INC.
1301 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(212)798-6100
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSON)
COPY TO:
J. GREGORY MILMOE
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NEW YORK 10036
(212) 735-3000
[ ] 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:
[ ] third-party tender offer subject to Rule14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule13e-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: [x]
This Final Amendment to the Issuer Tender Offer Statement on Schedule TO
(this "Schedule TO") relates to the offer by Impac Commercial Holdings, Inc., a
Maryland corporation ("Impac"), to
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purchase up to 2,020,367 shares (or such lesser number of shares as are properly
tendered) of its common stock, par value $0.01 per share (the "Common Stock") at
a purchase price of $5.75 per share, including the associated preferred stock
purchase rights issued under the Rights Agreement, dated as of October 7, 1998,
between Impac and BankBoston N.A., net to the seller in cash, without interest
thereon, all upon the terms and subject to the conditions set forth in the Offer
to Purchase, dated April 24, 2000 (the "Offer to Purchase"), and the related
Letter of Transmittal (which, as amended or supplemented from time to time,
together constitute the "Offer"), copies of which are attached as Exhibits
(a)(1) and (a)(2). This Schedule TO is intended to satisfy the reporting
requirements of Rule 13e-4(c)(2) of the Securities Exchange Act of 1934, as
amended. Pursuant to Rule 13e-4(f)(1)(ii), the total number of shares purchased
may be increased to 2,222,403 shares of Common Stock.
ITEM 4. TERMS OF THE TRANSACTION.
Item 4 of this Schedule TO, is hereby amended by adding the following at
the end thereof:
The Offer expired at 12:00 midnight, New York City time, on May 19, 2000.
Impac accepted a total of 2,101,123 shares at a purchase price of $5.75 per
share. Following the purchase of the shares in the Offer, Impac will have
approximately 6,317,077 shares outstanding.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 of this Schedule TO, is hereby amended by adding the following at
the end thereof:
On May 22, 2000, Impac issued a press release announcing the final
results of the Offer, a copy of which is filed as Exhibit (a)(7).
ITEM 12. EXHIBITS.
Exhibit
Number Description
------ -----------
(a)(7) Press release dated May 22, 2000.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: June 6, 2000
IMPAC COMMERCIAL HOLDINGS, INC.
By: /s/ RANDAL A. NARDONE
Randal A. Nardone
Chief Operating Officer
and Secretary
