SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13D-2(A)
(AMENDMENT NO. 1)*
Imperial Credit Industries, Inc.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
452729106
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(CUSIP Number)
Dennis J. Block, Esq.
Cadwalader, Wickersham & Taft
100 Maiden Lane
New York, NY 10038
(212) 504-6000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 26, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP NO. 452729106.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 452729106 PAGE 2 OF 4 PAGES
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1 NAME OF REPORTING PERSON
Imperial Bank
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
95-2247354
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)(A)[ ] (B)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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7 SOLE VOTING POWER
8,941,106
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 8,941,106
PERSON --------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,941,106
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.3%
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14 TYPE OF REPORTING PERSON (See Instructions)
BK
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<PAGE>
SCHEDULE 13D
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CUSIP NO. 452729106 PAGE 3 OF 4 PAGES
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This Amendment No. 1 amends and supplements the Schedule 13D, dated
December 17, 1998 (the "Schedule 13D"), filed on behalf of Imperial Bank (the
"Reporting Person"), a California banking corporation and wholly owned
subsidiary of Imperial Bancorp ("Bancorp"), with respect to the common stock of
Imperial Credit Industries, Inc. (the "Issuer"). Except as modified hereby,
there has been no change in the information previously reported in the Schedule
13D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
On February 26, 1999, the Reporting Person and Bancorp entered into the
letter agreement (the "Letter Agreement") with Leucadia National Corporation
("Leucadia") filed as an exhibit hereto and incorporated by reference herein.
Pursuant to the terms of the Letter Agreement, upon the satisfactory completion
of due diligence by Leucadia and the satisfaction of the other conditions set
forth in the Letter Agreement, the Reporting Person may sell to Leucadia
8,941,106 shares of the common stock of the Issuer, constituting all of the
shares of the common stock of the Issuer owned by the Reporting Person.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Letter Agreement, dated February 19, 1999 and accepted February 26,
1999, among Leucadia National Corporation, Imperial Bancorp and Imperial Bank.
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SCHEDULE 13D
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CUSIP NO. 452729106 PAGE 4 OF 4 PAGES
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SIGNATURE.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: March 2, 1999
Imperial Bank
By: /s/ George L. Graziadio, Jr.
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George L. Graziadio, Jr.
Chairman
February 19, 1999
Mr. Lee E. Mikles
Director, Imperial Bancorp
c/o Mikles/Miller Management, Inc.
1801 Century Park East, Suite 460
Los Angeles, California 90067
Dear Lee:
Leucadia National Corporation is prepared to purchase the 8,941,106
shares of common stock of Imperial Credit Industries, Inc. ("ICII") held
by Imperial Bank (the "Shares") at a price of $9.25 per share (the
"Price"), subject to the conditions contained herein (the
"Transaction").
Immediately upon receipt by us a copy of this letter signed by you,
we will commence a due diligence review of ICII. We will complete such
review within 30 days, and will advise you whether we are prepared to
proceed with the Transaction. During the review period, you will
cooperate with us and assist us by urging ICII to provide full access to
the books, records and management of ICII and its subsidiaries.
If, on or before the end of the due diligence review period, Leucadia
notifies you in writing of its agreement (subject to the conditions set
forth below) to purchase the Shares at the Price, Imperial Bank shall
pay Leucadia $8,000,000 for Leucadia's time, effort, expenses and lost
opportunity costs if Imperial Bank, in its sole discretion exercised at
that time, determines not to proceed.
Within 48 hours of Leucadia's notice to Imperial Bank of its willingness
to purchase the Shares, Imperial Bank shall notify Leucadia in writing
of Imperial Bank's decision to proceed with the Transaction or to pay
the $8,000,000. Failure to notify Leucadia within this 48 hour period
(unless such period is extended in writing by Leucadia) shall be deemed
to be notice by Imperial Bank of its determination not to proceed and to
pay Leucadia the $8,000,000. Payment of the $8,000,000 shall be made
within 48 hours of Imperial Bank's notice to Leucadia (whether actual or
deemed), by wire transfer of immediately available funds to an account
to be designated by Leucadia.
The parties hereto acknowledge and agree that this letter agreement does
not constitute an agreement to purchase or sell the Shares at the Price,
which agreement will occur only if Imperial Bank determines to proceed
with the Transaction. Such agreement shall be memorialized in a stock
purchase agreement to be negotiated in good faith by the parties that
will contain representations and warranties as to Imperial Bank's
ownership of the Shares, free and clear of all liens, due authorization
and enforceability of the stock purchase agreement and Imperial Bank's
or Imperial Bancorp's lack of knowledge as to any material omissions or
misstatements in the public disclosures of ICII, as well as closing
conditions. It is also expressly understood that consummation of the
Transaction shall be conditioned upon receipt of all required regulatory
approvals. It should be noted that Leucadia is relying on statements
set forth in ICII's SEC filings regarding Southern Pacific Bank's
exemption from regulation under the Bank Holding Company Act.
<PAGE>
In addition, Leucadia will agree in the stock purchase agreement that if
during the twenty-four month period following the purchase of the
Shares: (i) Leucadia purchases publicly-held shares of ICII through a
tender offer or merger transaction, or (ii) Leucadia agrees to sell the
Shares to an unrelated third party, then Leucadia will make an
additional payment to Imperial Bank for each of the Shares in an amount
equal to 20% of the excess, if any, of the price per-share paid or
received for the ICII shares in such subsequent transaction over $9.25.
The parties to this agreement will keep the matters described herein
confidential, except as required by law.
Leucadia and Imperial Bank agree that irreparable damage would occur in
the event that any provisions of this letter agreement are not performed
in accordance with their specific terms or were otherwise breached. It
is therefore agreed that the parties will be entitled to an injunction
or injunctions to prevent breaches of this letter agreement and to
enforce specifically the terms and provisions of this letter agreement
in addition to any other remedy at law or in equity.
This agreement shall be governed under the laws of the State of New
York.
Please indicate your acceptance of this offer by signing and returning a
copy of this letter to me. Should you have questions or comments,
please feel free to contact me at (212) 460-1985; fax: (212) 598-3241.
Thank you.
/s/ Lawrence S. Hershfield
Lawrence S. Hershfield
President, Leucadia International Corporation
AGREED AND ACCEPTED:
For Leucadia National Corporation: For Imperial Bank and Imperial
Bancorp, as guarantor of
the obligations of
Imperial Bank:
/s/ Joseph A. Orlando /s/ George L. Graziadio, Jr.
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Name: Joseph A. Orlando Name: George L. Graziadio, Jr.
Title: VP Title: Chairman
Date: 2/26/99 Date:
