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)
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)
August 27, 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 14 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>
ITEM 1. SECURITY AND ISSUER
This Statement relates to the Common Stock, $.01 par value per
share ("Common Stock"), of Impac Commercial Holdings, Inc. (the
"Issuer"). The address of the principal executive office of the
Issuer is 1401 Dove Street, Newport Beach, California 92660.
ITEM 2. IDENTITY AND BACKGROUND
Apex Mortgage Capital, Inc., a Maryland corporation ("AXM"), is
a Real Estate Investment Trust that invests in United States
agency and other highly rated, single-family real estate
adjustable and fixed rate mortgage related assets. TCW
Investment Management Company, a California corporation
("TIMCO"), is a management company that manages the day-to-day
operations of AXM. This Statement is filed by AXM, The TCW
Group, Inc., a Nevada corporation ("TCWG"), and Robert A. Day,
an individual (collectively, the "Reporting Persons").
TCWG is a holding company of entities involved in the principal
business of providing investment advice and management
services. Each of TCW Asset Management Company, a California
corporation ("TAMCO") and TIMCO is a direct wholly owned
subsidiary of TCWG. Daniel K. Osborne, an individual, is the
Executive Vice President, Chief Operating Officer and Chief
Financial Officer of AXM, a Senior Vice President of TIMCO and
a Senior Vice President of TAMCO, and, as such, has full
management and investment authority with respect to the shares
of Common Stock owned of record or beneficially by AXM and
TAMCO, including the authority to acquire, dispose of and vote
shares of Common Stock owned by them.
Mr. Day is the Chairman of the Board and Chief Executive
Officer of TCWG. Mr. Day may be deemed to control TCWG,
although he disclaims control of, and beneficial ownership of
any Common Stock beneficially owned by, TCWG.
AXM and TCWG may constitute a "group" within the meaning of
Rule 13d-5 under the Securities Exchange Act of 1934 with
respect to their beneficial ownership of the shares of Common
Stock to which this Statement relates. The address of the
principal business and principal office of the Reporting
Persons is 865 South Figueroa Street, Suite 1800, Los Angeles,
California 90017.
The shares of Common Stock to which this Statement relates are
owned indirectly by TAMCO (on behalf of certain managed
accounts) and directly by AXM and Mr. Osborne (TAMCO, AXM and
Mr. Osborne collectively being referred to herein as the
"Owners"). The Owners are of the view that they are not acting
as a "group" for purposes of Section 13(d) under the Securities
Exchange Act of 1934, as amended (the "1934 Act") and that they
are not otherwise required to attribute to each other the
"beneficial ownership" of securities "beneficially owned" by
the others of them within the meaning of Rule 13d-3 promulgated
under the 1934 Act, and each of the Owners disclaims control,
and beneficial ownership of any Common Stock owned by, the
others of them. In addition, TCWG disclaims control of, and
beneficial ownership of any Common Stock owned by, Mr. Osborne.
The executive officers of AXM are listed below. The principal
business address for each such executive officer is 865 South
Figueroa Street, Suite 1800, Los Angeles, California 90017.
Each such executive officer is a citizen of the United
States of America.
Philip A. Barach President & Chief Executive
Officer
Jeffrey E. Gundlach Chief Investment Officer
Daniel K. Osborne Executive Vice President,
Chief Operating Officer &
Chief Financial Officer
Joseph J. Galligan Senior Vice President
David S. Devito Controller
Michael E. Cahill Secretary
Philip K. Holl Assistant Secretary
Schedule I attached hereto and incorporated herein sets
forth with respect to each director of AXM his or her
name, residence or business address, citizenship, present
principal occupation or employment and the name, principal
business and address of any corporation or other organization
in which such employment is conducted.
The executive officers of TCWG are listed below. The
principal business address for each such executive officer
is 865 South Figueroa Street, Suite 1800, Los Angeles,
California 90017.
Each such executive officer is a citizen of the United
States of America.
Robert A. Day Chairman of the Board & Chief
Executive Officer
Ernest O. Ellison Vice Chairman of the Board
Marc I. Stern President
Alvin R. Albe, Jr. Executive Vice President,
Finance & Administration
Thomas E. Larkin, Jr. Executive Vice President &
Group Managing Director
Michael E. Cahill Managing Director, General
Counsel & Secretary
William C. Sonneborn Managing Director, Chief
Financial Officer & Assistant
Secretary
Schedule II attached hereto and incorporated herein sets
forth with respect to each director of TCWG his or her name,
residence or business address, citizenship, present principal
occupation or employment and the name, principal business and
address of any corporation or other organization in which such
employment is conducted.
During the last five years, none of the Reporting Persons, nor,
with respect to AXM and TCWG, to the best of their knowledge,
any of their respective executive officers and directors, (i)
has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors); or (ii) has been a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a resultof such proceedings was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of the close of business on September 3, 1999, AXM had
purchased in the aggregate 249,000 shares of Common Stock
for a total consideration of $1,441,320, which amount was
obtained from its working capital.
As of the close of business on September 3, 1999, TAMCO
(on behalf of certain managed accounts) had purchased in
the aggregate 366,300 shares of Common Stock for a total
consideration of $2,200,448, which amount was obtained
from funds under management.
As of the close of business on September 3, 1999, Mr. Osborne
had purchased in the aggregate 12,000 shares of Common Stock
for a total consideration of $51,250, which amount was
obtained from his personal funds.
ITEM 4. PURPOSE OF TRANSACTIONS
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. AXM contemplates proposing to the
Issuer a merger of the Issuer with AXM on financial terms
superior to those contemplated by the proposed merger of the
Issuer with and into AMCT. AXM's purpose is to acquire control
of the Issuer by offering such superior financial terms. The
Reporting Persons 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 the
Reporting Persons, there can be no assurance that they will
make any such proposals, 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
Persons 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 5. INTEREST IN SECURITIES OF THE ISSUER
(a) AGGREGATE AMOUNT BENEFICIALLY OWNED AND PERCENT OF
CLASS:
The aggregate number of shares of Common Stock owned
beneficially by the Reporting Persons is 627,300,
representing 7.5% of such class of securities. The
number of shares of Common Stock owned by each of the
Owners is set forth in the table below:
TABLE OF OWNERSHIP
Direct Number of Shares of Common Owner
Stock Owned
AXM 249,000
TAMCO (managed accounts) 366,300
Mr. Osborne 12,000
Total: 627,300
(b) NUMBER OF SHARES OF COMMON STOCK AS TO WHICH
REPORTING PERSONS HOLD:
With respect to AXM and TCWG:
(i) Sole power to vote or to direct the vote: 0.
(ii) Shared power to vote or to direct the vote:
627,300.
(iii) Sole power to dispose or to direct the
disposition: 0.
(iv) Shared power to dispose or to direct the
disposition: 627,300.
With respect to Mr. Day:
(i) Sole power to vote or to direct the vote:
627,300.
(ii) Shared power to vote or to direct the vote: 0.
(iii) Sole power to dispose or to direct the
disposition: 627,300.
(iv) Shared power to dispose or to direct the
disposition: 0.
(c) TRANSACTIONS IN THE PREVIOUS 60 DAYS:
On August 25, 1999, AXM purchased 25,000 shares of
Common Stock at $5.737 per share in an open market
transaction. On August 26, 1999, AXM purchased
17,000 shares of Common Stock at $5.75 per share in
an open market transaction. On August 27, 1999, AXM
purchased 7,000 shares of Common Stock at $5.75 per
share in an open market transaction. On August 31,
1999, AXM purchased 129,000 shares of Common Stock
at $5.746 per share and 71,000 shares of Common
Stock at $5.75 per share, in each case in an open
market transaction.
(d) ANY OTHER PERSON KNOWN TO HAVE THE RIGHT TO RECEIVE
OR THE POWER TO DIRECT DIVIDENDS
Not applicable.
(e) DATE ON WHICH THE REPORTING PERSON CEASED TO BE A
BENEFICIAL OWNER OF MORE THAN FIVE PERCENT OF THE
CLASS OF SECURITIES:
Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE ISSUER
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Joint Filing Statement
<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 7, 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>
SCHEDULE I
BOARD OF DIRECTORS OF APEX MORTGAGE CAPITAL, INC.
All of the following individuals are directors of Apex Mortgage
Capital, Inc. Each director is a citizen of the United States
of America:
PETER G. ALLEN
Investment Banker
264 Conway Avenue
Los Angeles, CA 90024
JOHN C. ARGUE
Attorney
Argue Pearson Harbison & Myers
801 South Flower Street
Los Angeles, CA 90017
PHILIP A. BARACH
President and Chief Executive Officer
Apex Mortgage Capital, Inc.
865 South Figueroa Street, Suite 1800
Los Angeles, CA 90017
THE HON. JOHN A. GAVIN
Chairman, Gamma Holdings
10263 Century Woods Drive
Los Angeles, CA 90067
CARL C. GREGORY, III
Chairman and Chief Executive Officer
West Capital Financial Services Corp.
5775 Roscoe Court
San Diego, CA 92123
JEFFREY E. GUNDLACH
Vice Chairman and Chief Investment
Officer Apex Mortgage Capital, Inc.
865 South Figueroa Street, Suite 1800
Los Angeles, CA 90017
MARC I. STERN
President
The TCW Group, Inc.
865 South Figueroa St., Suite 1800
Los Angeles, CA 90017
<PAGE>
SCHEDULE II
BOARD OF DIRECTORS OF THE TCW GROUP, INC.
All of the following individuals are directors of The TCW
Group, Inc. Each director is a citizen of the United States of
America unless otherwise indicated below:
JOHN M. BRYAN
Partner
Bryan & Edwards
600 Montgomery St., 35th Floor
San Francisco, CA 94111
ROBERT A. DAY
Chairman of the Board, Chairman and Chief
Executive Officer Trust Company of the West
865 South Figueroa St., Suite 1800
Los Angeles, CA 90017
DAMON P. DE LASZLO, ESQ.
Managing Director of Harwin Engineers S.A.,
Chairman & D.P. Advisers Holdings Limited
Byron's Chambers
A2 Albany, Piccadilly
London W1V 9RD - England
(Citizen of United Kingdom)
WILLIAM C. EDWARDS
Partner
Bryan & Edwards
3000 Sand Hill Road, Suite 190
Menlo Park, CA 94025
ERNEST O. ELLISON
Vice Chairman
Trust Company of the West
865 South Figueroa St., Suite 1800
Los Angeles, California 90017
HAROLD R. FRANK
Chairman of the Board
Applied Magnetics Corporation
6054 LaGoleta Road
Goleta, CA 93117
CARLA A. HILLS
1200 19th Street, N.W., Suite 201
Washington, DC 20036
DR. HENRY A. KISSINGER
Chairman
Kissinger Associates, Inc.
350 Park Ave., 26th Floor
New York, NY 10022
THOMAS E. LARKIN, JR.
President Trust Company of the West
865 South Figueroa St., Suite 1800
Los Angeles, CA 90017
KENNETH L. LAY
Enron Corp.
1400 Smith Street
Houston, TX 77002-7369
MICHAEL T. MASIN, ESQ. Vice Chairman
GTE Corporation
One Stamford Forum
Stamford, CT 06904
EDFRED L. SHANNON, JR.
Investor/Rancher
1000 S. Fremont Ave.
Alhambra, CA 91804
ROBERT G. SIMS
Private Investor
11770 Bernardo Plaza Court, Suite 108
San Diego, CA 92128
MARC I. STERN
President
The TCW Group, Inc.
865 South Figueroa St., Suite 1800
Los Angeles, CA 90017
<PAGE>
EXHIBIT 1
JOINT FILING STATEMENT
The undersigned acknowledge and agree that the foregoing
Statement on Schedule 13D is filed on behalf of each of them
and that all subsequent amendments to such Statement on
Schedule 13D may be filed on behalf of each of them without the
necessity of entering into or filing any additional joint
filing statements. The undersigned acknowledge that each of
them will be responsible for the timely filing of such
amendments, and for the completeness and accuracy of the
information concerning each of them, respectively, contained
herein and therein, but will not be responsible for the
completeness and accuracy of the information concerning the
others of them, except to the extent that the undersigned know
or have reason to believe that such information is inaccurate.
September 7, 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
