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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
March 20, 2000
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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 March 20, 2000, Imperial Credit Commercial Mortgage Investment Corp.
(the "Registrant") issued a press release reporting stockholder approval of the
merger with Imperial Credit Industries, Inc. and declaration of a $0.23 final
dividend for the period ending on the effective date of the pending merger. 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 March 20, 2000
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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: March 20, 2000
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EXHIBIT INDEX
Exhibit
No. Description
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99.1 Press release of the Registrant dated March 20, 2000
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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 STOCKHOLDER APPROVAL OF
MERGER WITH IMPERIAL CREDIT INDUSTRIES, INC. AND
DECLARATION OF FINAL DIVIDEND
LOS ANGELES, CALIFORNIA, March 20, 2000. Imperial Credit Commercial Mortgage
Investment Corp. (Nasdaq: ICMI) reported today that its stockholders have
approved the Company's previously announced merger with a wholly-owned
subsidiary of Imperial Credit Industries, Inc. (Nasdaq: ICII). Upon completion
of the merger, which is expected to close by March 31, the Company's
stockholders other than ICII will receive merger consideration of $11.5753246 in
cash per share of the Company's common stock, to be paid promptly after the
closing.
In addition, the Company has declared a final dividend of $0.23 per share of its
issued and outstanding common stock. The final dividend is to be paid on April
14, 2000 to the Company's stockholders of record as of the close of business on
March 27, 2000.
Mark S. Karlan, President and Chief Executive Officer of the Company, stated
"Our Company has been the best performing mortgage REIT in terms of stock price
performance since the date of the Company's initial public offering in October
1997. I am extremely pleased that our stockholders overwhelmingly approved the
all-cash merger with Imperial Credit Industries which, including the final
dividend, will deliver to our stockholders more than $11.80 in cash per share."
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 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 timing of
the merger, the computation of the Company's taxable income and the impact of
that computation on the Company's dividends, the fulfillment of contractual
conditions, factors inherent to the
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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 (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 definitive proxy statement filed with the SEC on February 18, 2000
with respect to the merger and other filings made by the Company with the SEC.
For further information, please contact Michael Meltzer, Chief Financial
Officer, at (310) 231-5906.
