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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $.O1 PER SHARE
(Title of Class of Securities)
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45254R 10 8
(CUSIP Number of Class of Securities)
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Randal A. Nardone
FIC Management Inc.
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
CALCULATION OF FILING FEE
Transaction Valuation*: $41,410,066 Amount of Filing Fee: $8,282
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* Estimated for purposes of calculating the amount of the filing fee
only. This calculation assumes the purchase of all outstanding shares
of Common Stock, par value $.01 per share, of Impac Commercial
Holdings, Inc. (the "Company Common Stock" or the "Shares"), not
already owned by the filing persons at a price per Share of $7.55 in
cash. As of October 4, 2000, there were 8,000,812 Shares outstanding
on a fully diluted basis and approximately 40,000 shares were reserved
for issuance upon the exercise of outstanding options. The amount of
the filing fee, calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, equals 1/50 of one
percent of the value of the transaction.
|_| 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: |_|
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This second amendment to the Tender Offer Statement on Schedule TO and
Schedule 13E-3 (as amended, the "Schedule TO") relates to the third-party
tender offer by Fortress Impac Acquisition Corp. ("Purchaser"), a Maryland
corporation and a wholly owned subsidiary of Fortress Investment Corp., a
Maryland corporation, to purchase any and all of the issued and outstanding
shares of common stock, par value $.01 per share (the "Common Stock" or the
"Shares"), of Impac Commercial Holdings, Inc., a Maryland corporation (the
"Company" or "Impac"), at a purchase price of $7.55 per Share, net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated October 13, 2000, and
in the related Letter of Transmittal, which together and as amended or
supplemented from time to time, constitute the "Offer."
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented to add the following exhibit:
(a)(10) Text of press release issued by Purchaser announcing the
expiration of the Offer, dated November 20, 2000.
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.
FORTRESS IMPAC ACQUISITION CORP.
By: /s/ RANDAL A. NARDONE
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Name: Randal A. Nardone
Title: Secretary and Treasurer
Date: November 20, 2000
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.
FORTRESS INVESTMENT CORP.
By: /s/ RANDAL A. NARDONE
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Name: Randal A. Nardone
Title: Chief Operating Officer and
Secretary
Date: November 20, 2000
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.
FIC MANAGEMENT INC.
By: /s/ RANDAL A. NARDONE
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Name: Randal A. Nardone
Title: Chief Operating Officer and
Secretary
Date: November 20, 2000
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.
FORTRESS PRINCIPAL INVESTMENT HOLDINGS LLC
By: /s/ RANDAL A. NARDONE
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Name: Randal A. Nardone
Title: Manager
Date: November 20, 2000
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.
/s/ WESLEY R. EDENS
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Wesley R. Edens
Date: November 20, 2000
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.
/s/ ROBERT I. KAUFFMAN
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Robert I. Kauffman
Date: November 20, 2000
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.
/s/ ERIK P. NYGAARD
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Erik P. Nygaard
Date: November 20, 2000
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.
/s/ RANDAL A. NARDONE
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Randal A. Nardone
Date: November 20, 2000
EXHIBIT INDEX
Exhibit No. Description
(a)(10) Text of press release issued by Purchaser announcing the
expiration of the Offer, dated November 20, 2000.
