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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. 1)
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.
|X|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 Amendment No. 1 to the Tender Offer Statement on Schedule TO, filed
October 13, 2000, relates to the third-party tender offer by Fortress Impac
Acquisition Corp. ("Purchaser"), a Maryland corporation and 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"), 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 (the "Offer to Purchase"), and
in the related Letter of Transmittal (the "Letter of Transmittal,"which,
together with the Offer to Purchase, as amended or supplemented from time
to time, constitute the "Offer").
ITEM 4. TERMS OF THE TRANSACTION
The first paragraph of Section 12, entitled "Certain Conditions to the
Offer" is hereby amended and restated in its entirety as follows:
Notwithstanding any other provision of the Offer, and in addition to
(and not in limitation of) Purchaser's rights to extend and amend the
Offer at any time, prior to the Expiration Date, in its sole discretion
in accordance with and, otherwise subject to, the terms of the Merger
Agreement, Purchaser shall not be required to accept for payment, or,
subject to any applicable rules and regulations of the SEC, including
Rule 14e-1(c) under the Exchange Act, pay for, and may delay the
acceptance for payment of or, subject to the restriction referred to
above, the payment for, any tendered Shares, and may terminate the Offer
and not accept for payment any tendered Shares, if, at any time, prior
to the Expiration Date, any of the following events shall occur:
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 6, 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 6, 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 6, 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 6, 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 6, 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 6, 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 6, 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 6, 2000
