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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 15, 1997
REGISTRATION NO. 333-32683
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 6
TO
FORM S-11
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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IMPERIAL CREDIT COMMERCIAL
MORTGAGE INVESTMENT CORP.
(Exact name of registrant as specified in its governing instrument)
11601 WILSHIRE BLVD., SUITE 2080
LOS ANGELES, CALIFORNIA 90025
(Address of principal executive offices)
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MARK S. KARLAN
IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
11601 WILSHIRE BLVD., SUITE 2080
LOS ANGELES, CALIFORNIA 90025
(Name and address of agent for service)
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COPIES TO:
J. A. SHAFRAN, ESQ. GEORGE C. HOWELL, III, ESQ.
SONNENSCHEIN NATH & ROSENTHAL HUNTON & WILLIAMS
601 SOUTH FIGUEROA STREET, SUITE 1500 RIVERFRONT PLAZA, EAST TOWER
LOS ANGELES, CALIFORNIA 90017 951 EAST BYRD STREET
TELEPHONE: (213) 623-9300 RICHMOND, VIRGINIA 23219
FACSIMILE: (213) 623-9964 TELEPHONE: (804) 788-8200
FACSIMILE: (804) 788-8218
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-11 and has duly caused this Amendment No. 6
to Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Los Angeles, State of California, on
the 15th day of October, 1997.
Imperial Credit Commercial Mortgage
Investment Corp.,
a Maryland corporation
(Registrant)
/s/ MARK S. KARLAN
By: _________________________________
Mark S. Karlan
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 6 to Registration Statement has been signed by the following
persons on the 15th day of October, 1997, in the capacities indicated.
SIGNATURE TITLE
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* Director, Chairman
- ------------------------------------- of the Board of
H. Wayne Snavely Directors
* Director, Vice
- ------------------------------------- Chairman of the
Kevin E. Villani Board of Directors
/s/ MARK S. KARLAN Director, President
- ------------------------------------- and Chief Executive
Mark S. Karlan Officer
* Director
- -------------------------------------
Patric H. Hendershott
* Director
- -------------------------------------
Joseph A. Jaconi, Jr.
* Director
- -------------------------------------
Louis H. Masotti
* Director
- -------------------------------------
Kenneth A. Munkacy
*By: /s/ NORBERT M. SEIFERT
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(Norbert M. Seifert Attorney-in-
Fact)
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EXHIBIT INDEX
<TABLE>
<CAPTION>
<C> <S>
1.1* Form of Underwriting Agreement.
3.1* Charter of the Registrant.
3.2* Form of Bylaws of the Registrant.
4.1* Form of Common Stock Certificate.
5.1** Opinion of Piper & Marbury LLP.
5.2* Opinion of Sonnenschein Nath & Rosenthal
8.1** Opinion of Sonnenschein Nath & Rosenthal as to Tax Matters.
10.1* Form of Management Agreement.
10.2* Form of Stock Option Plan.
10.3* Form of Mortgage Loan Servicing Agreement between SPB and the Company.
10.4* Form of Sale Agreement for purchase of Initial Mortgage Loans between
SPB and the Company.
10.5* Form of Purchase Agreement for MBS Interests.
21.1* List of Subsidiaries of Registrant.
23.1* Consent of Sonnenschein Nath & Rosenthal (included in Exhibit 5.2).
23.2** Consent of Piper & Marbury LLP (included in Exhibit 5.1).
23.3* Consent of KPMG Peat Marwick LLP.
24.1* Powers of Attorney (included on Signature Page).
</TABLE>
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* Previously filed.
** Filed herewith.
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EXHIBIT 5.1
[LETTERHEAD OF PIPER & MARBURY L.L.P.]
September 24, 1997
Imperial Credit Commercial Mortgage Investment Corp.
c/o Imperial Credit Industries, Inc.
23550 Hawthorne Boulevard, Building One, Suite 110
Torrance, California 90505
Registration Statement on Form S-11
-----------------------------------
Ladies and Gentlemen:
We have acted as special Maryland counsel to Imperial Credit Commercial
Mortgage Investment Corp., a Maryland corporation (the "Company"), in connection
with the registration under the Securities Act of 1933, as amended (the "Act"),
pursuant to a Registration Statement on Form S-11 of the Company (Registration
No. 333-32683) (the "Registration Statement") filed with the Securities and
Exchange Commission (the "Commission") for an initial public offering by the
Company of up to 28,750,000 shares of Common Stock, par value $.0001 per share
(the "Shares"), pursuant to an Underwriting Agreement between the Company and
Friedman, Billings, Ramsey & Co., Inc., and Jefferies & Company, Inc. as
representatives of the several underwriters (the "Underwriting Agreement").
In this capacity, we have examined the Registration Statement as amended to
date (and the Preliminary Prospectus contained therein), a draft of the
Underwriting Agreement, the Charter and By-Laws of the Company, the proceedings
of the Board of Directors of the Company or a committee thereof relating to the
issuance of the Shares, a Certificate of the Secretary of the Company dated the
date hereof, and such other statutes, certificates, instruments, and documents
relating to the Company and matters of law as we have deemed necessary to the
issuance of this opinion. In such examination, we have assumed, without
independent investigation, the genuineness of all signatures, the legal capacity
of all individuals who have executed any of the aforesaid documents, the
authenticity of all documents submitted to us as originals, the conformity with
originals of all documents submitted to us as copies (and the authenticity of
the originals of such copies), no substantial change in the final documents of
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Imperial Credit Commercial Mortgage Investment Corp.
September 24, 1997
Page 2
documents submitted to us as drafts, and that all public records reviewed are
accurate and complete. As to factual matters, we have relied on the Certificate
of the Secretary and have not independently verified the matters stated therein.
Based upon the foregoing and having regard for such legal considerations as
we deem relevant, we are of the opinion and so advise you that upon the issuance
and delivery of the Shares in accordance with the terms set forth in the
Prospectus and the Underwriting Agreement, the Shares will have been duly and
validly authorized and will be validly issued, fully paid, and non-assessable.
The opinion expressed herein is for (i) the use of the Company in
connection with the Registration Statement, and (ii) the use of Sonnenschein
Nath & Rosenthal in giving their legality opinion to be filed as an exhibit to
the Registration Statement. This opinion is limited to the matters set forth
herein, and no other opinion should be inferred beyond the matters expressly
stated.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Legal
Matters" in the Prospectus and the Prospectus Supplement included in the
Registration Statement.
Very truly yours,
/s/ Piper & Marbury L.L.P.
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EXHIBIT 8.1
[LETTERHEAD OF SONNENSCHEIN NATH & ROSENTHAL]
October 15, 1997
Imperial Credit Commercial Mortgage Investment Corp.
c/o Imperial Credit Industries, Inc.
23550 Hawthorne Boulevard
Building One
Suite 110
Torrance, CA 90505
Re: Form S-11-Registration No. 333-32683
Gentlemen:
We have acted as counsel for Imperial Credit Commercial Mortgage Investment
Corp. (the "Issuer") with respect to the proposed issuance of shares of its
Common Stock and its election to be taxed as a real estate investment trust
under the provisions of the Internal Revenue Code of 1986, as amended (the
"Code").
As counsel, we have reviewed copies of the Issuer's Registration Statement on
Form S-11, File No. 333-32683, originally filed with the Securities and Exchange
Commission on August 1, 1997, pursuant to the Securities Act of 1933 (the
"Registration Statement"), and amended by Amendment No. 1, dated September 12,
1997 and Amendment No. 2, dated September 25, 1997, Amendment No. 3, dated
October 3, 1997, Amendment No. 4, dated October 10, 1997, and Amendment No. 5,
dated October 14, 1997, and the Prospectus filed as a part thereof. Capitalized
terms used herein and not otherwise defined shall have the meanings assigned to
such terms in the Prospectus.
In rendering the opinions below, we have examined and relied upon the
descriptions of the Company and its proposed investments, activities,
operations, and governance, as set forth in the Registration Statement,
including the exhibits and appendices thereto, and the Prospectus. We have
reviewed originals or copies of the Charter and Bylaws of the Company, the
Registration Statement, the Prospectus, and such other documents, agreements and
information as we have deemed necessary for purposes of rendering these
opinions.
We have also relied upon the correctness of representations contained in an
officer's certificate dated October 1, 1997 (the "Officer's Certificate").
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Imperial Credit Commercial Mortgage Investment Corp.
October 15, 1997
Page 2
In connection with these opinions, we have assumed, with your consent,
that (i) each of the documents referred to above has been duly authorized,
executed and delivered, is authentic, if an original, or is accurate, if a copy,
and has not been amended, (ii) during its short taxable year ending December 31,
1997 and future taxable years, the Company will operate in a manner that will
make the representations contained in the Officer's Certificate true for such
years, (iii) the Company will not make any amendments to its organizational
documents after the date of these opinions that would affect its qualifications
as a real estate investment trust for any taxable year, and (iv) no action will
be taken by the Company after the date hereof that would have the effect of
altering the facts upon which the opinions set forth below are based.
No facts have come to our attention, however, that would cause us to
question the accuracy and completeness of the facts contained in the documents
and assumptions set forth above, the representations set forth in the Officer's
Certificate, or the Prospectus in a material way. In addition, to the extent
that any of the representations are with respect to matters set forth in the
Code or the Treasury Regulations, we have reviewed with the individual making
such representations the relevant portions of the Code and the applicable
Treasury Regulations.
Based on the foregoing, and assuming that the elections and other
procedural steps described in the discussion of "Federal Income Tax
Considerations" in the Prospectus are completed by the Issuer in a timely
fashion, and subject to such assumptions and representations referred to in such
discussion, and such representations contained in the Officer's Certificate, we
are of the opinion that, commencing with the Issuer's taxable year ending
December 31, 1997:
1. The Issuer will qualify to be taxed as a real estate investment trust
pursuant to sections 856 through 860 of the Code.
2. The Issuer's organization and proposed method of operation will enable
it to continue to meet the requirements for qualification and taxation as a real
estate investment trust under the Code.
3. The interest, original issue discount, and market discount income that
the Issuer derives from its investments in MBS Interests, IOs, and Inverse IOs
generally will be qualifying interest income for purposes of both the 75% and
the 95% gross income tests, except to the extent that less than 95% of the
assets of a REMIC in which the Issuer holds an interest consists of real estate
assets (determined as if the Issuer held such assets), and the Issuer's
proportionate share of the income of the REMIC includes income that is not
qualifying income for purposes of the 75% and 95% gross income tests.
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Imperial Credit Commercial Mortgage Investment Corp.
October 15, 1997
Page 3
We have also reviewed the discussion of "Federal Income Tax Considerations"
contained in the Registration Statement. It is our opinion that such discussion
is an accurate description of the material federal income tax aspects of an
investment in the Common Stock of the Issuer.
The Issuer's qualification and taxation as a real estate investment trust
depend upon the Issuer's ability to meet on a continuing basis, through actual
annual operating results, asset ownership, distribution levels, and stock
ownership, the various qualification tests imposed under the Code. We will not
review the Issuer's compliance with those tests on a continuing basis.
Accordingly, no assurance can be given that the actual results of the Issuer's
operations for any particular taxable year will satisfy such requirements.
Other than as expressly stated above, we express no opinion on any issue
relating to the Company or to an investment therein.
This opinion is being delivered to you for use in connection with the
Registration Statement as of the date hereof.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the reference to us under the heading "Federal
Income Tax Considerations" in the Registration Statement.
Yours very truly,
/s/ Sonnenschein Nath & Rosenthal
