<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
October 25, 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 October 25, 1999, Imperial Credit Commercial Mortgage Investment Corp.
(the "Registrant") issued a press release announcing an increase in the merger
consideration pursuant to the merger agreement with Imperial Credit Industries,
Inc. and the internalization of management. 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 25, 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: October 26, 1999
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
- ------- -----------
<C> <S>
99.1 Press release of the Registrant dated October 25, 1999
</TABLE>
<PAGE>
(LOGO OF IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.)
FOR IMMEDIATE RELEASE EXHIBIT 99.1
IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT
CORP. ANNOUNCES INCREASE IN MERGER CONSIDERATION AND
INTERNALIZATION OF MANAGEMENT
LOS ANGELES, CALIFORNIA, October 25, 1999. Imperial Credit Commercial Mortgage
Investment Corp. (Nasdaq: ICMI) reported today that the merger consideration
pursuant to the Company's merger agreement with Imperial Credit Industries, Inc.
(Nasdaq: ICII) has increased from $11.50 cash per share to approximately $11.57
cash per share. The merger consideration increase results from an appraisal
process performed in connection with the valuation of the termination fee
payable by the Company to Imperial Credit Commercial Asset Management Corp. (the
"Manager"), a wholly-owned subsidiary of ICII, upon the termination or
expiration of the management agreement. The merger agreement between the Company
and ICII provides that if the appraisal process were to value the termination
fee at less than $35 million, then the difference between $35 million and the
appraised value of the termination fee would be paid to the Company's
stockholders upon the closing of the proposed merger as an increase in the
merger consideration. The appraisal process was completed on October 22, 1999
and valued the termination fee at $33 million. Under the merger agreement, the
$2 million difference will result in an increase in the merger consideration of
approximately $0.07 per share.
The Company also reported today that its management agreement with the Manager
expired at the close of business on October 22, 1999, and the Company has
internalized its management. The Company, with the consent of the Manager, has
hired all of the Manager's employees to run the Company's operations on an
internalized basis. This internalization of management should have no effect on
the Company's operations other than to decrease the cost of managing the Company
as compared to the asset management fee that the Company previously paid to the
Manager under the management agreement.
Mark S. Karlan, President and Chief Executive Officer of the Company, stated "We
are on track to complete the proposed merger with ICII in early 2000. The
internalization of the management function should proceed without any disruption
to the Company's operations or to the proposed merger."
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.
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
<PAGE>
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, the other risks detailed
in the Company's Registration Statement on Form S-11 as amended, filed with the
SEC, periodic reports on Forms 10-Q, 8-K and 10-K and any amendments with
respect thereto filed with the SEC, and other filings made by the Company with
the SEC.
For further information, please contact Michael Meltzer, Chief Financial
Officer, at (310) 231-5906.
