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. 3)
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
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(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: |X|
This final amendment to the Tender Offer Statement on Schedule TO and
Schedule 13E-3 (as amended, the "Schedule TO") relates to the series of
transactions including 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" and the merger of
Purchaser with and into the Company.
ITEM 4. TERMS OF THE TRANSACTION.
Item 4 is hereby amended and supplemented to add the following:
The offer expired at 12:00 midnight, New York City time, on
Friday, November 17, 2000. Purchaser accepted for purchase a total of
approximately 4,710,013 shares (including shares subject to guarantees of
delivery) at a purchase price of $7.55 per share. The Merger described in
the Offer to Purchase 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. As described in the Offer to
Purchase, under Maryland law no stockholder of the Company is entitled to
appraisal rights in connection with the Merger.
ITEM 16. EXHIBITS.
Item 16 is hereby amended and supplemented to add the following
exhibits:
(a)(1) Letter to the Former Holders of Common Stock of Impac Commercial
Holdings, Inc., dated November 22, 2000.
(a)(2) Letter of Transmittal, dated November 22, 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 22, 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 22, 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 22, 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 22, 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 22, 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 22, 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 22, 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 22, 2000
EXHIBIT INDEX
Exhibit No. Description
(a)(1) Letter to the Former Holders of Common Stock of Impac
Commercial Holdings, Inc., dated November 22, 2000.
(a)(2) Letter of Transmittal, dated November 22, 2000.
