IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP
8-K, 1999-12-17
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>

                      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


                               December 16, 1999
       -----------------------------------------------------------------
               Date of Report (Date of earliest event reported)



             Imperial Credit Commercial Mortgage Investment Corp.
     ---------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)



         Maryland                     0-23089              95-4648345
- ---------------------------         ------------        -------------------
State or other jurisdiction         (Commission           (IRS Employer
    of incorporation)               File Number)        Identification No.)



           11601 Wilshire Blvd., Suite 2080, Los Angeles, CA  90025
   -------------------------------------------------------------------------
          (Address of principal executive offices)          (Zip Code)



                                (310) 231-1280
         ------------------------------------------------------------
                        (Registrant's telephone number)
<PAGE>

Item 5.  Other Events.

     On December 16, 1999, Imperial Credit Commercial Mortgage Investment Corp.
(the "Registrant") issued a press release reporting the declaration of a $0.33
dividend for the quarter ending December 31, 1999. 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 December 16, 1999
<PAGE>

                                   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
              ------------------------------------------------------
              Michael Meltzer, Chief Financial Officer and Treasurer


Dated:  December 17, 1999
<PAGE>

                                 EXHIBIT INDEX

Exhibit
 No.                              Description
 ---                              -----------

99.1   Press release of the Registrant dated December 16, 1999

<PAGE>

                                                                    EXHIBIT 99.1


        (LOGO OF IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.)

FOR IMMEDIATE RELEASE


             IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
                         ANNOUNCES QUARTERLY DIVIDEND

LOS ANGELES, CALIFORNIA, December 16, 1999.  Imperial Credit Commercial Mortgage
Investment Corp. (Nasdaq: ICMI) today announced that its Board of Directors has
declared a cash dividend of $0.33 per share of common stock for the quarter
ending December 31, 1999. The dividend will be payable on January 14, 2000, to
shareholders of record at the close of business on December 31, 1999.

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 has entered into a merger agreement with Imperial Credit Industries,
Inc. (Nasdaq: ICII) pursuant to which, subject to certain conditions including
stockholder approval, ICII effectively will acquire all of the outstanding
shares of the Company (other than 2,570,000 shares already owned by ICII) for a
cash purchase price of approximately $11.57 per share.

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,
competitive products and pricing, government fiscal and monetary policies,
changes in prevailing interest rates, the course of negotiations, the
fulfillment of contractual conditions, factors inherent to 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, and the other risks detailed in the Company's
Registration Statement on Form S-11, as amended, filed with the Securities and
Exchange Commission (the "SEC"), periodic reports on Forms 10-Q, 8-K and 10-K
and any amendments with respect thereto filed with the SEC, the Company's
preliminary proxy statement filed with the SEC with respect to the Company's
proposed merger with a subsidiary of Imperial Credit Industries, Inc., and other
filings made by the Company with the SEC.

For further information, please contact Michael Meltzer, Chief Financial
Officer, at (310) 231-5906.


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