SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
(Exact name of registrant as specified in its charter)
MARYLAND 95-4648345
(State of incorporation) (IRS Employer Identification No.)
11601 Wilshire Blvd., Suite 2080
Los Angeles, CA 90025
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [ ] box. [X]
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
(Title of Class)
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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On September 18, 1998, the Board of Directors of Imperial
Credit Commercial Mortgage Investment Corp. (the "Company") declared a dividend
of one preferred share purchase right (a "Right") for each outstanding share of
common stock, par value $0.0001 per share, of the Company (the "Common Shares").
The dividend is payable on September 21, 1998 (the "Record Date") to the
stockholders of record at the close of business on that date. The description
and terms of the Rights are set forth in an Agreement (the "Agreement") between
the Company and U.S. Stock Transfer Corporation, as Rights Agent (the "Rights
Agent").
Each Right entitles the registered holder to purchase from the
Company one one-hundredth of a share of Series A Junior Participating Preferred
Stock of the Company, par value $0.0001 per share (the "Preferred Shares"), at a
price of $40 per one one-hundredth of a Preferred Share (the "Purchase Price"),
subject to adjustment.
In the event that any person or group of affiliated or
associated persons (other than (a) the Company, (b) any subsidiary of the
Company, (c) any employee benefit plan of the Company or any subsidiary of the
Company or (d) any entity holding Common Shares for or pursuant to the terms of
any such plan) acquires beneficial ownership of 10% or more of the outstanding
Common Shares (an "Acquiring Person") (with exceptions for persons who
beneficially own 10% or more of the outstanding Common Shares as of the date of
the Agreement or who beneficially own 10% or more as a result of the Company's
acquisition of Common Shares), each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereafter be void), will
thereafter have the right to receive upon exercise that number of Common Shares
having a market value of two times the exercise price of the Right.
If the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power are sold after a person or group has become an Acquiring Person, each
holder of a Right (other than Rights beneficially owned by Acquiring Person,
which will be void) will thereafter have the right to receive that number of
shares of common stock of the acquiring company which at the time of such
transaction will have a market value of two times the exercise price of the
Right.
Until the earlier of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons have
acquired beneficial ownership of 10% or more of the outstanding Common Shares;
or (ii) 10 business days (or such later date as may be determined by action of
the Board of Directors of the Company prior to such time as any person or group
of affiliated persons becomes an Acquiring Person) following the commencement
of, or announcement of an intention to make, a tender offer or exchange offer
the consummation of which would result in the beneficial ownership by a person
or group of 10% or more of the outstanding Common Shares (the earlier of such
dates being the "Distribution Date"), the Rights will be represented, with
respect to any of the Common Share certificates outstanding as of the Record
Date, by such Common Share certificate with a copy of this Summary of Rights
attached thereto. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the Rights will be transferred with and only with the
Common Shares, and transfer of those certificates will also constitute transfer
of these Rights.
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As soon as practicable following the Distribution Date,
separate certificates evidencing the Rights ("Right Certificates") will be
mailed to holders of record of the Common Shares as of the close of business on
the Distribution Date and such separate Right Certificates alone will thereafter
evidence the Rights.
The Rights are not exercisable until the Distribution Date.
The Rights will expire on September 21, 2008 (the "Final Expiration Date"),
unless the Final Expiration Date is extended or unless the Rights are earlier
redeemed or exchanged by the Company, in each case, as described below.
The Purchase Price payable, and the number of Preferred Shares
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution in the event of
stock dividends, stock splits, reclassifications, or certain distributions with
respect to the Preferred Shares. The number of outstanding Rights and the number
of one one-hundredths of a Preferred Share issuable upon exercise of each Right
are also subject to adjustment if, prior to the Distribution Date, there is a
stock split of the Common Shares or a stock dividend on the Common Shares
payable in Common Shares or subdivisions, consolidations or combinations of the
Common Shares. With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-hundredth of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and, in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date
of exercise.
Preferred Shares purchasable upon exercise of the Rights will
not be redeemable. Each Preferred Share will be entitled to a minimum
preferential quarterly dividend payment of $1 per share but will be entitled to
an aggregate dividend of 100 times the dividend declared per Common Share. In
the event of liquidation, the holders of the Preferred Shares will be entitled
to a minimum preferential liquidation payment of $100 per share but will be
entitled to an aggregate payment of 100 times the payment made per Common Share.
Each Preferred Share will have 100 votes, voting together with the Common
Shares. Finally, in the event of any merger, consolidation or other transaction
in which Common Shares are exchanged, each Preferred Share will be entitled to
receive 100 times the amount received per Common Share. These rights are
protected by customary antidilution provisions.
The value of the one one-hundredth interest in a Preferred
Share purchasable upon exercise of each Right should, because of the nature of
the Preferred Shares' dividend, liquidation and voting rights, approximate the
value of one Common Share.
At any time after any person or group becomes an Acquiring
Person, and prior to the acquisition by such person or group of 50% or more of
the outstanding Common Shares, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by the Acquiring Person, which will
have become void), in whole or in part, at an exchange ratio of one Common
Share, or one one-hundredth of a Preferred Share (subject to adjustment).
2
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At any time prior to any person or group becoming an Acquiring
Person, the Board of Directors of the Company may redeem the Rights in whole,
but not in part, at a price of $0.0001 per Right (the "Redemption Price"). The
redemption of the Rights may be made effective at such time on such basis with
such conditions as the Board of Directors in its sole discretion may establish.
Immediately upon any redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.
The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of the Rights,
except that from and after such time as any person or group of affiliated or
associated persons becomes an Acquiring Person no such amendment may adversely
affect the interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends.
The Rights have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire the
Company on terms not approved by the Company's Board of Directors. The Rights
should not interfere with any merger or other business combination approved by
the Board of Directors since the Rights may be redeemed by the Company at the
Redemption Price prior to the time that a person or group has acquired
beneficial ownership of 10% or more of the Common Shares.
The Agreement and the press release announcing the declaration
of the Rights are attached hereto as exhibits and are incorporated herein by
reference. The foregoing description of the Rights is qualified in its entirety
by reference to such exhibits.
ITEM 2. EXHIBITS.
1. Agreement, dated as of September 21, 1998, between Imperial
Credit Commercial Mortgage Investment Corp. and U.S. Stock
Transfer Corporation (incorporated by reference to Exhibit 4.2 of
the Company's Current Report on Form 8-K, filed with the
Securities and Exchange Commission on September 22, 1998).
2. Text of Press Release relating to the declaration of the Rights
dated September 21, 1998 (incorporated by reference to Exhibit
99.2 of the Company's Current Report on Form 8-K, filed with the
Securities and Exchange Commission on September 21, 1998).
3
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: September 22, 1998
IMPERIAL CREDIT COMMERCIAL
MORTGAGE INVESTMENT CORP.
By. /s/ Michael Meltzer
NAME: Michael Meltzer
TITLE: Chief Financial Officer
and Treasurer
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EXHIBIT LIST
Exhibit
No. Description
1. Agreement, dated as of September 21, 1998, between Imperial Credit
Commercial Mortgage Investment Corp. and U.S. Stock Transfer
Corporation (incorporated by reference to Exhibit 4.2 of the
Company's Current Report on Form 8-K, filed with the Securities and
Exchange Commission on September 22, 1998).
2. Text of Press Release relating to the declaration of the Rights dated
March 9, 1998 (incorporated by reference to Exhibit 99.2 of the
Company's Current Report on Form 8-K, filed with the Securities and
Exchange Commission on September 21, 1998).
