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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
September 18, 1998
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Date of Report (Date of earliest event reported)
Imperial Credit Commercial Mortgage Investment Corp.
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(Exact name of registrant as specified in its charter)
Maryland 000-23089 95-4648345
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
11601 Wilshire Blvd., Suite 2080, Los Angeles, CA 90025
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(Address of principal executive offices) (Zip Code)
(310) 231-1280
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(Registrant's telephone number)
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Item 5. Other Events.
On September 18, 1998, Imperial Credit Commercial Mortgage Investment Corp.
(the "Registrant") issued a press release announcing that it had received an
unsolicited proposal from Wilshire Real Estate Investment Trust Inc. ("WREI") to
negotiate a merger between Wilshire and the Registrant. A copy of the press
release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein
by reference. On September 21, 1998, the Registrant issued a press release
announcing (a) that its Board of Directors rejected the unsolicited merger
proposal from Wilshire, (b) a third quarter dividend of $0.33 per share of
common stock payable on October 14, 1998 to stockholders of record on September
30, 1998, (c) completion of the repurchase of 5,400,000 shares of its common
stock pursuant to prior repurchase plans and an increase, subject to certain
conditions, in the number of shares authorized for repurchase from 6,000,000
shares to 12,000,000 shares and (d) adoption of a rights plan pursuant to which
a dividend distribution of one Preferred Share Purchase Right on each
outstanding share of Registrant's common stock will be made on September 21,
1998 to stockholders of record on that date. A copy of this press release is
attached as Exhibit 99.2 to this Form 8-K and is incorporated herein by
reference.
Item 7. Exhibit
Exhibit 99.1 Press release of the Registrant, dated September 18, 1998
Exhibit 99.2 Press release of the Registrant, dated September 21, 1998
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
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<C> <S>
99.1 Press release of the Registrant dated September 18, 1998
99.2 Press release of the Registrant dated September 21, 1998
</TABLE>
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
By:
/s/ MICHAEL MELTZER
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Michael Meltzer, Chief Financial Officer and Treasurer
Dated: September 21, 1998
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
ANNOUNCES THAT IT HAS RECEIVED AN UNSOLICITED MERGER
PROPOSAL FROM WILSHIRE REAL ESTATE INVESTMENT TRUST INC.
LOS ANGELES, CALIFORNIA, September 18, 1998 -- Imperial Credit Commercial
Mortgage Investment Corp. ("ICCMIC") (Nasdaq: ICMI) said today that is has
received an unsolicited proposal form Wilshire Real Estate Investment Trust Inc.
(Nasdaq: WREI) to negotiate a merger with ICCMIC.
ICCMIC said that its Board of Directors, working in conjunction with Freidman,
Billings, Ramsey & Co., Inc., will review the proposal and communicate with
shareholders in due course with regard to the proposal.
ICCMIC is a publicly traded real estate investment trust that invests primarily
in multifamily and commercial mortgage loans, real property and interests in
multifamily and commercial mortgage-backed securities. The Company is managed
by Imperial Credit Commercial Asset Management Corp., a wholly owned subsidiary
of Imperial Credit Industries, Inc. (Nasdaq: ICII).
For additional information please contact Patricia Sturms from Abernathy
MacGregor Frank at (212) 371-5999, Michael Meltzer, Chief Financial Officer, at
(310) 231-5906 or Karen Montandon, Investor Relations, at (310) 791-8022.
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EXHIBIT 99.2
FOR IMMEDIATE RELEASE
Imperial Credit Commercial Mortgage Investment Corp.
Rejects Unsolicited Merger Proposal
From Wilshire Real Estate Investment Trust, Inc.
Third Quarter Dividend To Be $0.33 per Share
Additional Share Repurchase Authorized
LOS ANGELES, CALIFORNIA, September 21 1998 - Imperial Credit Commercial Mortgage
Investment Corp. ("ICCMIC" or the "Company") (Nasdaq: ICMI) said today that its
Board of Directors voted unanimously to reject the unsolicited proposal from
Wilshire Real Estate Investment Trust, Inc. ("WREI") (Nasdaq: WREI) to negotiate
a merger with ICCMIC as not in the best interests of the Company and its
shareholders.
ICCMIC said that its Board of Directors, working in conjunction with Friedman,
Billings, Ramsey & Co., Inc., thoroughly reviewed the WREI proposal and
determined that the interests of ICCMIC's shareholders would not be best served
by the Company pursuing a transaction with WREI.
In determining not to enter into negotiations with WREI, the Board considered,
among other things:
. the Board's belief that the WREI proposal is inadequate and does not
reflect the inherent value of ICCMIC and its portfolio of assets
. the advice of Friedman, Billings, Ramsey & Co., Inc. that the WREI proposal
is inadequate and not in the best interests of ICCMIC and its shareholders
. the Board's belief that ICCMIC's continued pursuit of its business plan
will produce greater short-term and long-term value for ICCMIC's
shareholders than the WREI proposal
. the Board's belief that the substantial discount to the book value of
ICCMIC's assets at which the Company's stock currently trades should
decrease significantly as current dislocations in the equity and mortgage-
backed securities markets are resolved
. the Board's belief that the highly-leveraged nature of the assets held by
WREI as well as the risk profile of such assets would expose shareholders
of an entity holding such assets to significant risks
. WREI's apparent lack of liquidity
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. the fact that WREI's management team is not dedicated exclusively to WREI
. the fact that WREI's stock, which WREI proposes to exchange for ICCMIC stock,
is very thinly traded
ICCMIC said that it intends to continue its strategy of investing in commercial
and multifamily mortgage loans and real estate and other real estate related
assets meeting the Company's risk-adjusted yield requirements.
ICCMIC Announces Third Quarter Dividend of $0.33 per Share
ICCMIC today also announced that its Board of Directors has declared a cash
dividend of $0.33 per share of common stock for the quarter ending September 30,
1998. The $0.33 dividend will be payable on October 14, 1998 to shareholders of
record at the close of business on September 30, 1998.
ICCMIC Announces Share Repurchases and Additional Share Repurchase
Authorization
ICCMIC today also reported that it has completed the repurchase of 5.4 million
shares of its common stock in the open market and in private transactions
pursuant to its two previously announced repurchase plans, each for 3 million
shares. The 5.4 million shares of common stock repurchased by the Company
represent approximately 15.7% of the aggregate shares outstanding as of June 30,
1998. The shares were repurchased at a total cost of $51.9 million, or a
weighted average cost of $9.61 per share.
In addition, the Board of Directors today authorized the Company, subject to
certain conditions, to repurchase up to an additional 6 million shares of its
common stock in the open market and in private transactions, bringing to 12
million the total number of shares that the Company has been authorized to
repurchase.
H. Wayne Snavely, Chairman of the Board of the Company, stated, "The repurchases
will provide liquidity to those shareholders who want to sell at current price
levels while at the same time being immediately accretive to the Company's
earnings, FFO and dividends per share."
ICCMIC Adopts Rights Plan
The Board of Directors of ICCMIC has also authorized a dividend distribution of
one Preferred Share Purchase Right on each outstanding share of ICCMIC common
stock. The Rights are designed to assure that all of ICCMIC's stockholders
receive fair and equal treatment in the event of any proposed takeover of the
Company and to guard against abusive tactics to gain control of the Company
without paying all stockholders a premium for that control.
The Rights are intended to enable all ICCMIC stockholders to realize the
long-term value of their investment in the Company. The Rights will not prevent
a takeover, but should
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encourage anyone seeking to acquire the Company to negotiate with the Board
prior to attempting a takeover.
The Rights will be exercisable only if a person or group in the future acquires
10% or more of ICCMIC's common stock or announces a tender offer the
consummation of which would result in ownership by a person or group of 10% or
more of the common stock. Each Right will entitle stockholders to buy one
one-hundredth of a share of a new series of junior participating preferred stock
at an exercisable price of $40.
If a person or group in the future acquires 10% or more of ICCMIC's outstanding
common stock, each Right will entitle its holder (other than such person or
members of such group) to purchase, at the Right's then-current exercise price,
a number of ICCMIC's common shares having a market value of twice that price. In
addition, if ICCMIC is acquired in a merger or other business combination
transaction after a person has acquired 10% or more of the Company's outstanding
common stock, each Right will entitle its holder to purchase, at the Right's
then-current exercise price, a number of the acquiring company's common shares
having a market value of twice that price. The acquiring person would not be
entitled to exercise these Rights.
Prior to the acquisition by a person or group of beneficial ownership of 10% or
more of the Company's common stock, the Rights will be redeemable for $0.0001
per Right at the option of the Company's Board of Directors.
The dividend distribution of Preferred Share Purchase Rights will be made on
September 21, 1998, payable to stockholders of record on that date, and will not
be taxable to stockholders. The Rights will expire on September 21, 2008.
* * * * *
ICCMIC is a publicly traded real estate investment trust that invests primarily
in multifamily and commercial mortgage loans, real property and interests in
multifamily and commercial mortgage-backed securities. The Company is managed by
Imperial Credit Commercial Asset Management Corp., a wholly owned subsidiary of
Imperial Credit Industries, Inc. (Nasdaq: ICII).
This press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, which can be identified by the
use of the forward-looking terminology such as "may," "will," "intend,"
"should," "expect," "anticipate," "estimate" or "continue" or the negatives
thereof or other comparable terminology. The Company's actual results could
differ materially from those anticipated in such forward-looking statements as a
result of certain factors, including those set forth in the Company's
Registration Statement on Form S-11, as amended, and other documents filed by
the Company with the Securities and Exchange Commission.
For additional information, please contact Patricia Sturms of Abernathy
MacGregor Frank at (212) 371-5999, Michael Meltzer, Chief Financial Officer, at
(310) 231-5906 or Karen Montandon, Investor Relations, at (310) 791-8022.
