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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
October 18, 1999
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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 0-23089 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 October 18, 1999, Imperial Credit Commercial Mortgage Investment Corp.
(the "Registrant") issued a press release announcing the expiration of the 60-
day market check period pursuant to the previously announced merger agreement
with Imperial Credit Industries, Inc. A copy of the press release is attached as
Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
Item 7. Exhibit
Exhibit 99.1 Press release of the Registrant, dated October 18, 1999
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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: October 20, 1999
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EXHIBIT INDEX
Exhibit
No. Description
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99.1 Press release of the Registrant dated October 18, 1999
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EXHIBIT 99.1
(LOGO OF IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.)
FOR IMMEDIATE RELEASE
IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT
CORP. ANNOUNCES EXPIRATION OF 60-DAY
MARKET CHECK PERIOD
LOS ANGELES, CALIFORNIA, October 18, 1999. Imperial Credit Commercial Mortgage
Investment Corp. (Nasdaq: ICMI) reported today that the 60-day market check
period during which the Company was permitted to conduct an unrestricted
solicitation of potentially superior proposals pursuant to the previously
announced merger agreement with Imperial Credit Industries, Inc. (Nasdaq: ICII)
has expired. The special committee of the Company's board of directors,
comprised of the Company's four independent directors, with advice from
Prudential Securities Incorporated, has determined that none of the proposals
received during the 60-day market check period is superior to the proposed
merger transaction with ICII. The merger agreement provides that the Company
retains the ability to consider superior proposals, if any, received on an
unsolicited basis. Upon completion of the proposed merger, the Company's
stockholders (other than ICII) will receive $11.50 in cash per share, subject to
potential increase based on the results of an appraisal process that is expected
to be completed in the next few weeks. The proposed merger is expected to be
completed by early 2000.
Imperial Credit Commercial Mortgage Investment Corp. is a publicly traded real
estate investment trust that invests primarily in multifamily and commercial
mortgage loans, real property and commercial mortgage-backed securities. The
Company is managed by Imperial Credit Commercial Asset Management Corp., a
wholly-owned subsidiary of ICII.
Certain statements contained herein are "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities Act of
1934, as amended. These forward-looking statements may be identified by
reference to a future period(s) or by the use of 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 due to a variety of factors, including, but not
limited to, changes in national, regional or local economic environments, the
highly competitive nature of the real estate acquisition, mortgage, leasing and
securitization markets, including products and pricing, the uncertainty
concerning the future attractiveness of the real estate acquisition, mortgage,
leasing and securitization markets generally, government fiscal and monetary
policies, changes in prevailing interest rates, the fulfillment of contractual
conditions, factors inherent in the valuation and pricing of interests in
commercial mortgage-backed securities, other factors generally understood to
affect the real estate acquisition, mortgage and leasing markets and security
investments, the other risks detailed in the Company's Registration Statement on
Form S-11 as amended, filed with the Securities and Exchange Commission,
periodic reports on Forms 10-Q, 8-K and 10-K and
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any amendments with respect thereto filed with the Securities and Exchange
Commission, and other filings made by the Company with the Securities and
Exchange Commission.
For further information, please contact Michael Meltzer, Chief Financial
Officer, at (310) 231-5906.
