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)
Impac Commercial Holdings, Inc.
(Name of Issuer)
Common Stock $0.01 par value
(Title of Class of Securities)
44968J 10 6
(CUSIP Number)
Daniel K. Osborne
Executive Vice President, Chief Operating Officer
and Chief Financial Officer
Apex Mortgage Capital, Inc.
865 South Figueroa Street, Suite, 1800
Los Angeles, California 90017
(213) 244-0000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 7, 1999
(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), 13d-1(f) or 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.
(Continued on following pages)
(Page 1 of 11 Pages)
<PAGE>
1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON (ENTITIES ONLY)
Apex Mortgage Capital, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ x ]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF 7 SOLE VOTING POWER
0
SHARES
8 SHARED VOTING POWER
BENEFICIALLY 627,300
OWNED BY 9 SOLE DISPOSITIVE POWER
0
EACH REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 627,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
627,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON (ENTITIES ONLY)
The TCW Group, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ x ]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
NUMBER OF 7 SOLE VOTING POWER
0
SHARES
8 SHARED VOTING POWER
BENEFICIALLY 627,300
OWNED BY 9 SOLE DISPOSITIVE POWER
0
EACH REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 627,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
627,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
14 TYPE OF REPORTING PERSON*
HC, CO
<PAGE>
1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON (ENTITIES ONLY)
Robert A. Day
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ x ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
627,300
SHARES
8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY 9 SOLE DISPOSITIVE POWER
627,300
EACH REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
627,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
14 TYPE OF REPORTING PERSON*
IN, HC
<PAGE>
AMENDMENT NO. 1 TO SCHEDULE 13D
Reference is made to the Schedule 13D originally filed on
September 7, 1999 by Apex Mortgage Capital, Inc., a Maryland
corporation ("AXM"), The TCW Group, Inc., a Nevada corporation
("TCWG"), and Robert A. Day, an individual (collectively, the
"Reporting Persons"), with respect to the Common Stock, $.01 par
value per share ("Common Stock"), of Impac Commercial Holdings,
Inc. (the "Issuer"). Such Schedule 13D is hereby amended as
follows:
ITEM 4. PURPOSE OF TRANSACTIONS
Item 4 is amended in its entirety to read as follows:
On August 5, 1999, the Issuer announced an agreement to merge
with and into AMRESCO Capital Trust ("AMCT"), an externally managed
Texas real estate investment trust. In such merger, shareholders of
the Issuer would receive 0.661 of a share of AMCT for each share of
Common Stock (the "Merger Consideration").
AXM believes that the Merger Consideration considerably undervalues
the Common Stock to the disadvantage of the Issuer's shareholders.
Accordingly, on September 7, 1999, by letter to the Board of Directors
of the Issuer, AXM made a non-binding proposal for a tax-free merger of
AXM and the Issuer in which 0.60328 shares of AXM's common stock would
be exchanged for each share of Common Stock. A copy of such letter is
filed herewith as Exhibit 2, and a copy of a press release disclosing
the merger proposal and the letter is filed herewith as Exhibit 3, each
of which is incorporated herein by this reference. AXM believes that
the terms of its proposal are financially superior to those reflected
in the proposed transaction with AMCT.
AXM's purpose is to acquire control of the Issuer. AXM and/or the
other Reporting Persons and their affiliates also may acquire
additional shares of Common Stock in the open market or in privately
negotiated transactions, and may take such other actions as they may
deem appropriate in order to obtain control of the Issuer.
Although the foregoing reflects the current intentions of AXM and
the other Reporting Persons, there can be no assurance that any of
them or any of their affiliates will acquire any additional shares
of Common Stock or take any other such actions. Each of them and
the other entities and individuals referred to herein reserves full
discretion to make its or his own investment decisions with respect to
the Common Stock owned directly or beneficially by it or him from time
to time, including, but not limited to, the timing and amount of
purchases and the timing and amount of dispositions of shares of Common
Stock. Such decisions will depend on a variety of factors not
presently determinable, including, but not limited to, alternative
investment opportunities available to them, general economic conditions
and monetary, stock market and regulatory conditions.
Except as set forth above, none of the Owners or the Reporting Person
has any present plans or intentions which would result in or relate to
any of the transactions described in subparagraphs (a) through (j) of
Item 4 of Schedule 13D (although each of them reserves the right to do
so).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is amended to add the following additional Exhibits:
Exhibit 2 Letter dated September 7, 1999 from AXM to Board of Directors
of the Issuer
Exhibit 3 AXM September 8, 1999 Press Release
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information
set forth in this Statement is true, complete and correct.
September 8, 1999
APEX MORTGAGE CAPITAL, INC.
By: /s/ Daniel K. Osborne
-------------------------------
Name: Daniel K. Osborne
Title: Executive Vice President,
Chief Operating Officer
and Chief Financial Officer
THE TCW GROUP, INC.
By: /s/ Michael E. Cahill
-------------------------------
Name: Michael E. Cahill
Title: Managing Director, General
Counsel & Secretary
ROBERT A. DAY
By: /s/ Michael E. Cahill
------------------------------
Name: Michael E. Cahill
Title: Authorized Signatory
<PAGE>
EXHIBIT 2
Letter dated September 7, 1999 from AXM to Board of
Directors of the Issuer
September 7, 1999
Board of Directors of Impac Commercial Holdings, Inc.
In care of Wesley R. Edens
1401 Dove Street
Newport Beach, California 92660
Gentlemen:
In response to the proposed acquisition of Impac
Commercial Holdings, Inc. ("ICH") by Amresco Capital Trust
("AMCT"), I am pleased to submit this competing proposal for
the acquisition of ICH by Apex Mortgage Capital, Inc.
("AXM") through a tax-free merger in which 0.60328 shares of
AXM's Common Stock would be exchanged for each outstanding
share of ICH Common Stock. We have closely reviewed your
Agreement and Plan of Merger (the "AMCT Acquisition
Agreement") dated August 4, 1999 as filed with the
Securities and Exchange Commission.
Notwithstanding the existing AMCT Acquisition
Agreement, we are still prepared to offer substantially
greater value to your shareholders than they are receiving
in the current transaction with AMCT. Based on today's
stock price for AXM's Common Stock (NYSE:AXM) of $11.75, our
proposal equates to a current value of $7.09 per ICH share,
which is a 32% premium to its current price of $5.38 per
share and a 20% premium to the current value of the AMCT
proposal of $5.91. Additionally, we believe that the
superior track record of AXM and its manager, TCW Investment
Management Company, makes this a superior offer and a lower
risk transaction as well. To illustrate this track record
over the last year, AXM has increased its dividend in every
single quarter, posted earnings per share exceeding that of
substantially all of its mortgage REIT peers and
accordingly, currently enjoys one the highest equity
valuations in the industry.
The following outlines the more precise terms of our offer.
1. We are prepared to pay a fixed exchange ratio of
0.60328 shares of AXM Common Stock for each outstanding
share of ICH Common Stock. Based upon the AXM closing
market price on September 7, 1999, our offer exceeds the
value of the proposed transaction with AMCT by $1.18 per
share of ICH Common Stock.
2. We are prepared to execute an agreement substantially
similar to your existing Acquisition Agreement with the
superior financial terms of our offer as outlined above.
3. Based upon the most recent quarterly dividend
declarations, ICH shareholders could expect to receive, as
shareholders of AXM, an annual dividend of $1.11 per
equivalent share. That is more than double your current
dividend, and exceeds the comparable dividend expected in
the AMCT proposal by approximately 8%.
<PAGE>
We urge the Board of Directors of ICH to consider
forming a special committee consisting of independent
directors to objectively evaluate our proposal in relation
to the AMCT proposal. We would hope that this committee
would have the authority to retain independent financial
advisors and legal counsel.
This offer has been made with the support of
the AXM Board of Directors. We understand that the
terms of the AMCT Acquisition Agreement require you to
follow certain procedures before you can accept our
offer. We believe, however, that this letter easily
satisfies the requirements of a "Superior Proposal," as
such term is defined in the AMCT Acquisition Agreement.
Your shareholders have an opportunity to receive an
additional $11.9 million in current value under our
offer.
Our offer is subject to completing a short due
diligence, including our review of previously created
disclosure schedules and the ancillary agreements referenced
in the AMCT Acquisition Agreement. We can begin our
diligence immediately and would expect to complete it in
less than ten working days. In connection with the
performance of due diligence, we would be willing to enter
into a customary Confidentiality Agreement in a mutually
acceptable form. We ask merely that you offer us a "level
playing field" to review the type of data you have already
offered to AMCT.
Please feel free to call Daniel Osborne at (213) 244-
0461 to discuss any aspect of our offer. Additionally, We
would be pleased to meet with you along with our advisors on
this matter, O'Melveny & Myers, LLP, and Stifel, Nicolaus &
Company, Incorporated.
As this proposal is material to our shareholders, we
are compelled to disclose the significant terms of our offer
to the investing public. We anticipate issuing a press
release discussing this matter concurrently with the
submission of this letter to you or soon thereafter.
We are excited to move forward with you on the proposed
transaction, and trust that you and your Board will find the
terms of our offer to be in the best interests of your
shareholders. We look forward to hearing from you soon.
Very truly yours,
Apex Mortgage Capital, Inc.
By: By:
------------------------- -----------------------------
Philip A. Barach Daniel K. Osborne
President Executive Vice President
Chief Executive Officer Chief Operating Officer
<PAGE>
EXHIBIT 3
AXM September 8, 1999 Press Release
For Immediate Release
Apex Mortgage Capital Offers to Acquire Impac Commercial Holdings
LOS ANGELES, California - September 8, 1999 -- Apex
Mortgage Capital, Inc. (NYSE: "AXM") announced today that it
is proposing to acquire Impac Commercial Holdings, Inc.
(AMEX: "ICH") in a stock-for-stock exchange that would value
each ICH share at $7.09. This represents a 32% premium to
yesterday's closing price of $5.38 per share.
On August 4, 1999, AMRESCO Capital Trust (NASDAQ:
"AMCT") and ICH announced a stock-for-stock merger agreement
that if completed would value each ICH share at $5.91 based
on yesterday's closing price for AMCT. The competing offer
proposed by AXM today represents a 20% premium for ICH
shareholders in comparison to the AMCT offer. Under the
terms of the AXM offer, AXM would acquire ICH in a tax-free
merger in which 0.60328 shares of AXM common stock would be
exchanged for each share of ICH common stock. The
transaction is expected to result in higher earnings and
dividends for both AXM and ICH shareholders.
The combined company is generally expected to continue
with the business plan currently employed by AXM which, over
the last year, has resulted in sequentially increasing
dividends, annual earnings performance exceeding
substantially all of its mortgage REIT peers and one the
highest equity valuations in the industry. In fact,
concurrently with this announcement, the AXM Board of
Directors declared another dividend increase to $0.46 per
share which represents a 70% increase from the prior year
quarter. Shareholders would continue to benefit from AXM's
relationship with TCW Investment Management Company. The
combined company would also enjoy the benefits of per share
cost savings and other synergies associated with a larger
organization.
Commenting on the proposed acquisition, Philip A.
Barach, Chief Executive Officer, and Daniel K. Osborne,
Chief Operating Officer, stated, "This compelling
combination presents ICH shareholders with the immediate
opportunity to receive a substantial premium for their
investment in comparison to both current market value and
the AMCT offer. ICH shareholders will also have future
opportunities for continued growth as shareholders of a
combined company with seasoned management and a proven
business model. AXM shareholders will benefit from the
expected higher earnings of the combined company."
The executives concluded, "We have reviewed the AMCT
offer for ICH and firmly believe our offer is superior. We
have communicated our offer to the ICH Board of Directors
and expressed our desire to move forward in negotiating an
agreement between AXM and ICH that would be in the best
interest of all shareholders. For the benefit of ICH
shareholders, we have urged the ICH Board of Directors to
consider forming a special committee consisting of
independent directors to objectively evaluate our proposal.
We are excited about the prospects of an AXM and ICH
combination and look forward to completing a successful
merger."
Apex Mortgage Capital, Inc. is a financial company
structured as a real estate investment trust. The Company
primarily acquires United States agency securities; other
mortgage related securities and mortgage loans. The Company
is listed on the New York Stock Exchange under the symbol
"AXM." Investors can obtain additional information about
the Company on its web site at www.apexreit.com.
<PAGE>
"Safe Harbor" Statement under the Private Securities
Litigation Reform Act of 1995:
Certain matters discussed in this news release may
constitute forward-looking statements within the meaning of
the federal securities laws. Actual results and the timing
of certain events could differ materially from those
projected in or contemplated by these forward-looking
statements due to a number of factors, including general
economic conditions, overall interest rates, the shape of
the yield curve, the availability of suitable mortgage
assets, the availability of debt capital, mortgage
prepayment rates, the impact of leverage, the effectiveness
of hedging, the final terms of any proposed merger agreement
and other risk factors outlined in the Company's SEC
reports. There can be no assurance the proposed acquisition
will be completed on the terms described herein or that any
acquisition will result in higher earnings and dividends.
MEDIA CONTACT: Josh Pekarsky/Adam Weiner
Kekst and Company
212-521-4800
INVESTOR CONTACT: Daniel Osborne
Chief Operating Officer
Apex Mortgage Capital, Inc.
213-244-0461
<PAGE>
