<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 16, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
(310) 231-1280
(Address of principal executive offices)
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MARK S. KARLAN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
11601 WILSHIRE BLVD., SUITE 2080
LOS ANGELES, CALIFORNIA 90025
(310) 231-1280
(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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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-32683
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM
TITLE OF CLASS PROPOSED MAXIMUM AGGREGATE
OF SECURITIES BEING AMOUNT BEING OFFERING PRICE OFFERING AMOUNT OF
REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, par value
$.0001 per share....... 5,750,000 shares $15.00 $86,250,000 $26,136.36
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</TABLE>
(1) Includes 750,000 shares which the Underwriters have an option to purchase
solely to cover over-allotments.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933.
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<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The contents of the Registration Statement
on Form S-11 (Commission File No. 333-32683) filed by Imperial Credit
Commercial Mortgage Investment Corp. (the "Company") with the Securities and
Exchange Commission (the "Commission") on August 1, 1997, as amended by the
Amendment No. 1 to Registration Statement on Form S-11 filed by the Company
with the Commission on September 12, 1997, as amended by Amendment No. 2 to
Registration Statement on Form S-11 filed by the Company with the Commission
on September 25, 1997, as amended by Amendment No. 3 to Registration Statement
on Form S-11 filed by the Company with the Commission on October 3, 1997, as
amended by Amendment No. 4 to Registration Statement on Form S-11 filed by the
Company with the Commission on October 10, 1997, as amended by Amendment No. 5
to Registration Statement on Form S-11 filed by the Company with the
Commission on October 14, 1997, as amended by Amendment No. 6 to Registration
Statement on Form S-11 filed by the Company with the Commission on October 15,
1997, which was declared effective October 15, 1997, are incorporated herein
by reference.
<PAGE>
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 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 16th 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
Registration Statement has been signed by the following persons on the 16th
day of October, 1997, in the capacities indicated.
SIGNATURE TITLE
--------- -----
* 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
----------------------------------
(Norbert M. Seifert Attorney-in-
Fact)
<PAGE>
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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* Incorporated herein by reference to the like-numbered exhibit to the
Registrant's Registration Statement on Form S-11, as amended, initially
filed with the Securities and Exchange Commission on August 1, 1997 (File
No. 333-32683).
** Filed herewith.
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF PIPER & MARBURY L.L.P.]
October 16, 1997
Imperial Credit Commercial Mortgage Investment Corp.
11601 Wilshire Boulevard
Suite 2080
Los Angeles, California 90025
Re: Registration Statement on Form S-11
-----------------------------------
Ladies and Gentlemen:
We have acted a 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 (the
"Registration Statement") filed with the Securities and Exchange Commission (the
"Commission") for an initial public offering by the Company of up to 5,750,000
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 Jeffries & Company, Inc. as representatives of the several
underwriters (the "Underwriting Agreement").
In this capacity, we have examined the Registration Statement (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 document of submitted to us
as drafts, and 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 opinions should be inferred beyond the matters expressly
stated.
<PAGE>
Imperial Credit Commercial Mortgage
Investment Corp.
October 16, 1997
Page 2
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.
<PAGE>
Exhibit 5.2
[LETTERHEAD OF SONNENSCHEIN NATH & ROSENTHAL]
October 16, 1997
Imperial Credit Commercial Mortgage
Investment Corp.
11601 Wilshire Boulevard, Suite 2080
Los Angeles, California 90025
Ladies and Gentlemen:
We have acted as counsel to Imperial Credit Commercial Mortgage Investment
Corp., a Maryland corporation (the "Company"), in connection with the public
offering by the Company of an aggregate of up to 5,750,000 shares (the "Shares")
of the Company's common stock, par value $0.0001 per share (the "Common Stock"),
pursuant to the Company's Registration Statement on Form S-11 filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act") on October 16, 1997, and to which this opinion
is an exhibit (together with all exhibits thereto, the "Registration
Statement"). This opinion is delivered in accordance with the requirements of
Item 601(b)(5), of Regulation S-K under the Act.
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Registration Statement, (ii) the Charter of the Company as currently in
effect, (iii) the Bylaws of the Company as currently in effect, (iv) a specimen
of the stock certificates that will represent the Common Stock, and (v)
resolutions of the Board of Directors of the Company relating to the issuance
and sale of the Shares, the filing of the Registration Statement and related
matters. WE have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such records of the Company and such
agreements, instruments, certificates of public officials and others, and such
other documents, certificates and records, and have made such other
investigations, as we have deemed necessary or appropriate as a basis for the
opinions set forth herein.
We have assumed the legal capacity of all natural persons, the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified or photostatic copies and the authenticity of the originals of such
latter documents. In making our examination of documents executed by parties
other than the Company, we have assumed that such parties had the power,
corporate and otherwise, to enter into and perform their respective obligations
thereunder and have also assumed the due authorization by all requisite action,
corporate and otherwise, and the execution and delivery by such parties or such
documents and the validity and binding effect thereof. As to any facts materials
to the opinion expressed herein, we have relied upon oral or written statements
and representations of officers and other representatives of the Company and
others.
Based upon and subject to the foregoing, we are of the opinion that, when
delivered to and paid for by the several underwriters (the "Underwriters") as
contemplated by the Registration Statement and in accordance with the
underwriting agreement to be entered into by the Company and the Underwriters
(substantially in the form set forth in Exhibit 1.1 to the Registration
Statement), the Shares will be duly authorized, validly issued, fully paid and
non-assessable.
<PAGE>
Imperial Credit Commercial Mortgage
Investment Corp.
October 16, 1997
Page 2
We are attorneys licensed to practice in the States of Illinois and
California. To the extent that the opinions contained herein relate to matters
of Maryland law we have relied solely upon the opinion of Piper & Marbury
L.L.P., a copy of which was filed as Exhibit 5.1 to the Registration Statement,
without independent verification.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.2 to the Registration Statement. We also consent to the reference to
our firm under the caption "Legal Matters" in the prospectus contained in the
Registration Statement. We do not, in giving such consent, admit that we are
within the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
/s/ SONNENSCHEIN NATH & ROSENTHAL
<PAGE>
EXHIBIT 8.1
[LETTERHEAD OF SONNENSCHEIN NATH & ROSENTHAL]
October 16, 1997
Imperial Credit Commercial Mortgage
Investment Corp.
11601 Wilshire Boulevard, Suite 2080
Los Angeles, California 90025
Re: Form S-11 Registration Statement
--------------------------------
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, originally filed with the Securities and Exchange Commission on
October 16, 1997, pursuant to the Securities Act of 1933 (the "Registration
Statement"), 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 16, 1997 (the "Officer's Certificate").
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, its 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
<PAGE>
Imperial Credit Commercial Mortgage
Investment Corp.
October 16, 1997
Page 2
any of representations, 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 the 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 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.
We have also reviewed the discussion of "Federal Income Tax Consideration"
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
options 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.
<PAGE>
Imperial Credit Commercial Mortgage
Investment Corp.
October 16, 1997
Page 3
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.
Very truly yours,
/s/ SONNENSCHEIN NATH & ROSENTHAL
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Imperial Credit Commercial Mortgage Investment Corp.:
We consent to the use of our report incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the Prospectus.
/s/ KPMG Peat Marwick LLP
Los Angeles, California
October 16, 1997
