<PAGE>
As filed with the Securities and Exchange Commission on March 26, 1998
Reg. No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
(Exact Name of Registrant as Specified in its Charter)
Maryland 95-4648345
(State of Incorporation) (I.R.S. Employer Identification No.)
11601 Wilshire Blvd.
Suite 2080
Los Angeles, California 90025
(Address and Zip Code of Principal Executive Offices)
------------
Imperial Credit Commercial Mortgage Investment Corp.
1997 Stock Option Plan
(Full Title of the Plan)
------------
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, Address, and Telephone Number of Agent For Service)
------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================
TITLE OF SECURITIES AMOUNT PROPOSED PROPOSED AMOUNT OF
TO BE REGISTERED TO BE MAXIMUM MAXIMUM REGISTRATION FEE
REGISTERED OFFERING PRICE AGGREGATE
PER SHARE (1) OFFERING PRICE (1)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.0001 per share 5,808,750 shares $15.13 $87,886,388 $25,927
=========================================================================================================
</TABLE>
(1) Calculated pursuant to Rules 457(h)(1) and Rule 457(c) based on the average
of the high and low prices reported for the Registrant's common stock on the
Nasdaq Stock Market on March 24, 1998. Estimated solely for the purpose of
calculating the registration fee in accordance with Rule 457 under the
Securities Act of 1933, as amended.
<PAGE>
EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange Commission (the
"Commission"), this Registration Statement omits the information specified
in Part I of Form S-8.
-i-
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by Imperial Credit
Commercial Mortgage Investment Corp. (the "Company") are incorporated in this
Registration Statement on Form S-8 (the "Registration Statement") by reference:
(a) The final prospectus dated October 16, 1997, (the "Prospectus") forming a
part of the Company's Registration Statement on Form S-11 (Reg. No. 333-
32683) (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), declared effective by the Commission on
October 16, 1997.
(b) The Company's quarterly report on Form 10-Q for the quarter ended
September 30, 1997 filed with the Commission under the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
(c) The Company's Current Report on Form 8-K dated January 6, 1998 filed with
the Commission under the Exchange Act.
(d) The Company's Current Report on Form 8-K dated February 10, 1998 filed
with the Commission under the Exchange Act.
(e) The Company's Current Report on Form 8-K dated March 24, 1998 filed
with the Commission under the Exchange Act.
(f) The description of the Company's Common Stock under the caption
"Description of Securities to be Registered" in the Company's Registration
Statement on Form 8-A under the Exchange Act, which became effective on
October 16, 1997.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities registered hereunder have been
sold or which deregisters all of the securities offered then remaining unsold,
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing of such documents.
------------------------------
The financial statements incorporated in this Registration Statement by
reference from the Company's Registration Statement have been audited by KPMG
Peat Marwick LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
ITEM 4: DESCRIPTION OF SECURITIES
Not applicable.
II-1
<PAGE>
ITEM 5: INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Charter limits the liability of its directors and officers to
the Company and its stockholders to the fullest extent permitted from time to
time by Maryland law. Maryland law presently permits the liability of directors
and officers to a corporation or its stockholders for money damages to be
limited, except (i) to the extent that it is proved that the director or officer
actually received an improper benefit or profit in money, property or services
for the amount of the benefit or profit in money, property or services actually
received, or (ii) if a judgment or other final adjudication is entered in a
proceeding based on a finding that the director's or officer's action, or
failure to act, was the result of active and deliberate dishonesty and was
material to the cause of action adjudicated in the proceeding. This provision
does not limit the ability of the Company or its stockholders to obtain other
relief, such as an injunction or rescission.
The Charter and Bylaws require the Company to indemnify and hold harmless and,
without requiring a determination of the ultimate entitlement to
indemnification, pay reasonable expenses in advance of the final disposition of
any proceeding to its present and former directors and officers and certain
other parties to the fullest extent permitted from time to time by Maryland law.
The Maryland General Corporation Law ("MGCL") permits a corporation to indemnify
its directors, officers and certain other parties against judgments, penalties,
fines, settlements and reasonable expenses incurred by them in connection with
any proceeding to which they may be made a party by reason of their service to
or at the request of the corporation, unless it is established that (i) the act
or omission of the indemnified party was material to the matter giving rise to
the proceeding and (x) was committed in bad faith or (y) was the result of
active and deliberate dishonesty, (ii) the indemnified party actually received
an improper personal benefit in money, property or services or (iii) in the case
of any criminal proceeding, the indemnified party had reasonable cause to
believe that the act or omission was unlawful. Indemnification may be made
against judgments, penalties, fines, settlements and reasonable expenses
actually incurred by the director or officer in connection with the proceeding.
Indemnification is limited to court ordered reimbursement for expenses; however,
if the proceeding is one by or in the right of the corporation, and the director
or officer was adjudged to be liable to the corporation or if the proceeding is
one charging improper personal benefit to the director or officer and the
director or officer was adjudged to be liable on the basis that personal benefit
was improperly received. The termination of any proceeding by conviction, or
upon a plea of nolo contendere or its equivalent, or an entry of any order of
probation prior to judgment, creates a rebuttable presumption that the director
or officer did not meet the requisite standard of conduct required for
indemnification to be permitted. Maryland law requires a corporation (unless
its charter provides otherwise, which the Company's Charter does not) to
indemnify a director or officer who has been successful, on the merits or
otherwise, in the defense of any proceeding to which he is made a party by
reason of his service in that capacity. It is the position of the Commission
that indemnification of directors and officers for liabilities arising under the
Securities Act is against public policy and is unenforceable pursuant to Section
14 of the Securities Act.
II-2
<PAGE>
The Company carries an insurance policy providing directors' and officers'
liability insurance for any liability of its directors or officers or the
directors or officers of any of its subsidiaries may incur in their capacities
as such.
The Company has agreed to indemnify Imperial Credit Commercial Asset
Management Corporation, a California corporation (the "Manager"), and its
officers and directors from any action or claim brought or asserted by any party
by reason of any allegation that the Manager or one or more of its officers or
directors otherwise is accountable or liable for the debts or obligations of the
Company or its affiliates. In addition, the Manager and its officers and
directors will not be liable to the Company, and the Company has agreed to
indemnify the Manager and its officers and directors for acts performed pursuant
to the Management Agreement dated October 22, 1997 between the Company and the
Manager (the "Management Agreement"), except for claims arising from acts
constituting bad faith, willful misconduct, gross negligence or reckless
disregard of their duties under the Management Agreement.
The Underwriting Agreement dated October 16, 1997 among the Company and
Friedman, Billings, Ramsey & Co., Inc. and Jefferies & Company, Inc., as
representatives of the several underwriters in the company's initial public
offering of common stock (the "Underwriters") provided for reciprocal
indemnifications by the Underwriters of the Company and its directors, officers
and controlling persons, and by the Company of the Underwriters, and their
respective directors, officers and controlling persons, against certain
liabilities under the Securities Act.
ITEM 7: EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
II-3
<PAGE>
ITEM 8: EXHIBITS
<TABLE>
<C> <S>
4.1 Charter of the Company (Exhibit 3.1 to the Registration Statement)*/
4.2 By-Laws of the Company (Exhibit 3.2 to the Registration Statement)*/
4.3 Specimen Certificate of the Company's Common Stock (Exhibit 4.1 to the
Registration Statement)*/
5.1 Opinion of Piper & Marbury L.L.P
23.1 Consent of Piper & Marbury L.L.P (included in Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick LLP
24.1 Powers of Attorney
</TABLE>
___________________
*/ Incorporated by reference.
- -
ITEM 9. UNDERTAKINGS
(a) Rule 415 Offering. The Company hereby undertakes:
-----------------
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to the Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-4
<PAGE>
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) Incorporation of Subsequent Exchange Act Documents by Reference.
---------------------------------------------------------------
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Form S-8 Registration Statement.
-------------------------------
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 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 March 24, 1998.
IMPERIAL CREDIT COMMERCIAL MORTGAGE
INVESTMENT CORP.
By: /s/ Mark S. Karlan
--------------------------
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 in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Mark S. Karlan President and Chief Executive March 24, 1998
- ---------------------------------------- Officer (Principal Executive
Mark S. Karlan Officer)
/s/ Michael Meltzer Chief Financial Officer (Principal March 24, 1998
- ---------------------------------------- Financial Officer and Principal
Michael Meltzer Accounting Officer)
* Director, Chairman of the Board March 24, 1998
- ---------------------------------------- of Directors
H. Wayne Snavely
* Director, Vice Chairman of the March 24, 1998
- ---------------------------------------- Board of Directors
Kevin E. Villani
* Director March 24, 1998
- ----------------------------------------
Patric H. Hendershott
* Director March 24, 1998
- ----------------------------------------
Joseph A. Jaconi, Jr.
* Director March 24, 1998
- ----------------------------------------
Louis H. Masotti
* Director March 24, 1998
- ----------------------------------------
Kenneth A. Munkacy
*/ By: /s/ Mark S. Karlan
-------------------
(Mark S. Karlan,
Attorney-in-Fact)
</TABLE>
II-6
<PAGE>
INDEX TO EXHIBITS
-----------------
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description of Exhibit Numbered Page
- ------- ---------------------- -------------
<C> <S> <C>
4.1 Charter of the Company (Exhibit 3.1 to the Registration
Statement)*/
4.2 By-Laws of the Company (Exhibit 3.2 to the Registration
Statement)*/
4.3 Specimen Certificate of the Company's Common Stock (Exhibit
4.1 to the Registration Statement)*/
5.1 Opinion of Piper & Marbury L.L.P.
23.1 Consent of Piper & Marbury L.L.P. (included in Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick LLP
24.1 Powers of Attorney
</TABLE>
- -------------------------
*/ Incorporated by reference.
- -----
II-7
<PAGE>
EXHIBIT 5.1
[Letterhead of Piper & Marbury L.L.P.]
Charles Center South
36 South Charles Street
Baltimore, Maryland 21201-3018
March 23, 1998
Imperial Credit Commercial Mortgage Investment Corp.
11601 Wilshire Boulevard, Suite 2080
Los Angeles, California 90025
Re: Registration Statement on Form S-8
----------------------------------
Dear Sirs:
We have acted as counsel for Imperial Credit Commercial Mortgage Investment
Corp., a Maryland corporation (the "Company"), in connection with a Registration
Statement on Form S-8 which is to be filed with the Securities and Exchange
Commission (the "Commission") by the Company under the Securities Act of 1933,
as amended (the "Registration Statement"), and which registers 5,808,750 shares
(the "Shares") of the Common Stock, par value $.0001 per share, of the Company
(the "Common Stock") of the 7,500,000 shares of Common Stock that may be issued
pursuant to the Imperial Credit Commercial Mortgage Investment Corp. 1997 Stock
Option Plan (the "Plan").
In this capacity, we have examined the Registration Statement, the Charter
and By-Laws of the Company, the Plan, the proceedings of the Board of Directors
of the Company relating to the issuance of the Shares to be issued pursuant to
the Plan, a Certificate of the Secretary of the Company dated March 23, 1998
(the "Certificate"), 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), and that all public records reviewed are accurate
and complete. As to factual matters, we have relied on the Certificate and have
not independently verified the matters stated therein. We assume that the
Company will have at the time of exercise of each option granted under the Plan
at least that number of authorized but unissued shares of Common Stock of the
Company equal to the number of shares then being exercised under such option.
<PAGE>
Imperial Credit Commercial Mortgage Investment Corp.
March 23, 1998
Page 2
Based upon the foregoing, we are of the opinion and advise you that the
Shares to be issued by the Company pursuant to the Plan have been duly and
validly authorized and, when issued and delivered as contemplated in the
Registration Statement and in accordance with the Plan, will be validly issued,
fully paid, and non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm and to our opinion in the
Registration Statement. In giving our consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Piper & Marbury L.L.P.
PIPER & MARBURY L.L.P.
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Imperial Credit Commercial Mortgage Investment Corp. on Form S-8 (relating to
the registration of 5,808,750 common shares for the Imperial Credit Commercial
Mortgage Investment Corp. 1997 Stock Option Plan) of our report dated July 31,
1997, appearing in the Registration Statement on Form S-11 (Reg. No. 333-32683)
of Imperial Credit Commercial Mortgage Investment Corp., as amended, and to the
references to our firm under the heading in Part II, Item 3 of this Registration
Statement on Form S-8.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Los Angeles, California
March 24, 1998
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and appoints
Mark S. Karlan and Norbert Seifert, and each of them, any one of whom may act
without the joinder of the other, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him in his name,
place and stead, in any and all capacities, to sign on his behalf the
registration statement on Form S-8 (the "Registration Statement") relating to
the registration of shares of common stock, par value $.0001 per share, of
Imperial Credit Commercial Mortgage Investment Corp. offered in connection with
the Imperial Credit Commercial Mortgage Investment Corp. 1997 Stock Option Plan,
and any and all amendments to the Registration Statement, which amendments may
make such changes and additions to the Registration Statement as such attorney-
in-fact may deem necessary or appropriate, and any and all documents in
connection therewith, and to file the same, with all exhibits thereto, and all
documents in connection therewith with the Securities and Exchange Commission
under the Securities Act of 1933, and hereby ratifies, approves and confirms all
that each of such attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 17th day of March, 1998.
/s/ H. Wayne Snavely
-------------------------
Name: H. Wayne Snavely
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and appoints
Mark S. Karlan and Norbert Seifert, and each of them, any one of whom may act
without the joinder of the other, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him in his name,
place and stead, in any and all capacities, to sign on his behalf the
registration statement on Form S-8 (the "Registration Statement") relating to
the registration of shares of common stock, par value $.0001 per share, of
Imperial Credit Commercial Mortgage Investment Corp. offered in connection with
the Imperial Credit Commercial Mortgage Investment Corp. 1997 Stock Option Plan,
and any and all amendments to the Registration Statement, which amendments may
make such changes and additions to the Registration Statement as such attorney-
in-fact may deem necessary or appropriate, and any and all documents in
connection therewith, and to file the same, with all exhibits thereto, and all
documents in connection therewith with the Securities and Exchange Commission
under the Securities Act of 1933, and hereby ratifies, approves and confirms all
that each of such attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 17th day of March, 1998.
/s/ Kevin E. Villani
------------------------------
Name: Kevin E. Villani
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and appoints
Mark S. Karlan and Norbert Seifert, and each of them, any one of whom may act
without the joinder of the other, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him in his name,
place and stead, in any and all capacities, to sign on his behalf the
registration statement on Form S-8 (the "Registration Statement") relating to
the registration of shares of common stock, par value $.0001 per share, of
Imperial Credit Commercial Mortgage Investment Corp. offered in connection with
the Imperial Credit Commercial Mortgage Investment Corp. 1997 Stock Option Plan,
and any and all amendments to the Registration Statement, which amendments may
make such changes and additions to the Registration Statement as such attorney-
in-fact may deem necessary or appropriate, and any and all documents in
connection therewith, and to file the same, with all exhibits thereto, and all
documents in connection therewith with the Securities and Exchange Commission
under the Securities Act of 1933, and hereby ratifies, approves and confirms all
that each of such attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 11th day of March, 1998.
/s/ Patric H. Hendershott
--------------------------------------
Name: Patric H. Hendershott
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and appoints
Mark S. Karlan and Norbert Seifert, and each of them, any one of whom may act
without the joinder of the other, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him in his name,
place and stead, in any and all capacities, to sign on his behalf the
registration statement on Form S-8 (the "Registration Statement") relating to
the registration of shares of common stock, par value $.0001 per share, of
Imperial Credit Commercial Mortgage Investment Corp. offered in connection with
the Imperial Credit Commercial Mortgage Investment Corp. 1997 Stock Option Plan,
and any and all amendments to the Registration Statement, which amendments may
make such changes and additions to the Registration Statement as such attorney-
in-fact may deem necessary or appropriate, and any and all documents in
connection therewith, and to file the same, with all exhibits thereto, and all
documents in connection therewith with the Securities and Exchange Commission
under the Securities Act of 1933, and hereby ratifies, approves and confirms all
that each of such attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 12th day of March, 1998.
/s/ Joseph A. Jaconi, Jr.
---------------------------------
Name: Joseph A. Jaconi, Jr.
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and appoints
Mark S. Karlan and Norbert Seifert, and each of them, any one of whom may act
without the joinder of the other, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him in his name,
place and stead, in any and all capacities, to sign on his behalf the
registration statement on Form S-8 (the "Registration Statement") relating to
the registration of shares of common stock, par value $.0001 per share, of
Imperial Credit Commercial Mortgage Investment Corp. offered in connection with
the Imperial Credit Commercial Mortgage Investment Corp. 1997 Stock Option Plan,
and any and all amendments to the Registration Statement, which amendments may
make such changes and additions to the Registration Statement as such attorney-
in-fact may deem necessary or appropriate, and any and all documents in
connection therewith, and to file the same, with all exhibits thereto, and all
documents in connection therewith with the Securities and Exchange Commission
under the Securities Act of 1933, and hereby ratifies, approves and confirms all
that each of such attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 12th day of March, 1998.
/s/ Louis H. Masotti
---------------------------------
Name: Louis H. Masotti
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and appoints
Mark S. Karlan and Norbert Seifert, and each of them, any one of whom may act
without the joinder of the other, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him in his name,
place and stead, in any and all capacities, to sign on his behalf the
registration statement on Form S-8 (the "Registration Statement") relating to
the registration of shares of common stock, par value $.0001 per share, of
Imperial Credit Commercial Mortgage Investment Corp. offered in connection with
the Imperial Credit Commercial Mortgage Investment Corp. 1997 Stock Option Plan,
and any and all amendments to the Registration Statement, which amendments may
make such changes and additions to the Registration Statement as such attorney-
in-fact may deem necessary or appropriate, and any and all documents in
connection therewith, and to file the same, with all exhibits thereto, and all
documents in connection therewith with the Securities and Exchange Commission
under the Securities Act of 1933, and hereby ratifies, approves and confirms all
that each of such attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 20th day of March, 1998.
/s/ Kenneth A. Munkacy
--------------------------------
Name: Kenneth A. Munkacy
