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. 4)
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)
December 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 7 Pages)
<PAGE>
CUSIP No. 44968J 10 6 13 D Page 2 of 7 Pages
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
WC
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 SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
627,300
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
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>
CUSIP No. 44968J 10 6 13 D Page 3 of 7 Pages
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 SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
627,300
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
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>
CUSIP No. 44968J 10 6 13D Page 4 of 7 Pages
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 SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
7 SOLE VOTING POWER
627,300
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
627,300
10 SHARED DISPOSITIVE POWER
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. 4 TO SCHEDULE 13D
Reference is made to the Schedule 13D originally filed on
September 7, 1999, as amended by Amendment No. 1 thereto filed
on September 8, 1999, Amendment No. 2 thereto filed on September
23, 1999 and Amendment No. 3 thereto filed on October 18, 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").
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 continues to believe that the Merger Consideration
considerably undervalues the Common Stock to the disadvantage of
the Issuer's shareholders. 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. On September 8, 1999, by Amendment No. 1
to the Schedule 13D originally filed on September 7, 1999, a copy
of such letter was filed as Exhibit 2 to the Schedule 13D
originally filed on September 7, 1999, and a copy of a press
release disclosing the merger proposal and the letter was filed
as Exhibit 3 to the Schedule 13D originally filed on September 7,
1999. AXM believes that the terms of its proposal are
financially superior to those reflected in the proposed
transaction with AMCT.
Item 4 is amended to add the following:
The Issuer and AXM have exchanged further correspondence. By
letter from the Issuer to AXM dated October 26, 1999, a copy of
which is filed herewith as Exhibit 11, the Issuer advised AXM
that the Board of Directors of the Issuer had voted to reject
AXM's proposal, and that the Board had directed its officers and
representatives not to pursue discussions, negotiations or
exchanges of information with AXM.
By letter from AXM to the Issuer dated December 27, 1999, a copy
of which is filed herewith as Exhibit 12, AXM reiterated its
desire to move forward with its proposed transaction. In
addition, AXM noted that under Section 8.1(b) of the AMCT
acquisition agreement, the Issuer is entitled to terminate that
agreement without paying a termination fee if the AMCT
transaction is not completed by December 31, 1999, and that there
was no longer enough time to obtain the shareholder approval
necessary to complete the AMCT transaction prior to that date.
Accordingly, unless the Issuer agrees with AMCT to extend the
deadline, then from and after January 1, 2000, the Issuer will no
longer be contractually prohibited from negotiating a superior
transaction with AXM.
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is amended to add the following additional Exhibits:
Exhibit 11 Letter dated October 26, 1999 from the Issuer to AXM
Exhibit 12 Letter dated December 27, 1999 from AXM to the Issuer
<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.
December 28, 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>
October 26, 1999
Philip A. Barach
President and Chief Executive Officer
Apex Mortgage Capital, Inc.
865 South Figueroa Street, Suite 1800
Los Angeles, California 90017
Daniel K. Osborne
Executive Vice President and Chief Operating Officer
Apex Mortgage Capital, Inc.
865 South Figueroa Street, Suite 1800
Los Angeles, California 90017
Gentlemen:
This is to inform you that the Board of Directors of Impac
Commercial Holdings, Inc. (the "Company") has unanimously voted
to reject the proposal (the "Apex Proposal") embodied in the
letter dated September 7, 1999 to the Company from Apex Mortgage
Capital, Inc. ("Apex"). Among other things, after consultation
with its independent financial advisor, Bear, Stearns & Co. Inc.,
the Board unanimously concluded that the Apex Proposal did not
constitute a "Superior Proposal" within the meaning of Section
6.7(b) of the Agreement and Plan of Merger dated as of August 4,
1999 by and between the Company and AMRESCO Capital Trust
("AMRESCO"). Accordingly the Board has directed its officers and
representatives not to pursue discussions, negotiations or
exchanges of information with Apex.
The principal reasons for the Board's determination will be set
forth more fully in the Company's proxy materials relating to the
AMRESCO transaction. On a fundamental level, the Board does not
believe that a strategic alliance with Apex represents an
attractive opportunity for the Company and its shareholders. The
Company was not and is not for sale. Rather pursuant to a
strategic combination with AMRESCO, the Board is selecting to
pursue a business plan which it believes will result in enhanced
value for the Company's shareholders. Accordingly even if the
AMRESCO transaction were not to be consummated, the Board would
not seek such an alliance with Apex but would explore other
strategic alternatives.
Sincerely,
/s/ Wesley R. Edens
- --------------------
Wesley R. Edens
Chairman of the Board
Chief Executive Officer
<PAGE>
December 27, 1999
Mr. Wesley R. Edens
Chairman of the Board and Chief Executive Officer
Impac Commercial Holdings, Inc.
1401 Dove Street
Newport Beach, California 92660
Dear Mr. Edens:
We received your letter dated October 26, 1999 rejecting our
offer to acquire Impac Commercial Holdings, Inc. ("ICH"). We are
disappointed that you have rejected our premium offer to the
detriment of your shareholders. We remain concerned that the ICH
Board of Directors has not given our offer adequate
consideration, especially in light of the obvious conflicts of
interests between Fortress Investment Group and its affiliates
("Fortress") and ICH shareholders.
We are not alone in our belief that the ICH Board of Directors
has not given our offer appropriate consideration. Indeed, since
you rejected our offer, two class action lawsuits have been filed
alleging that ICH's Board of Directors and officers breached
their duty to ICH shareholders by, among other matters, giving
insufficient consideration to our offer. We note also that the
market does not support the existing acquisition proposal from
Amresco Capital Trust ("AMCT"). ICH's stock price has declined
approximately 17% from August 3, 1999, the day before the
proposal was announced, and is currently within $0.25 per share
of its fifty-two week low based on the closing price on December
23, 1999.
It was recently announced that Fortress acquired a controlling
stake in Capstead Mortgage Corporation ("Capstead") on December
9, 1999. As part of this transaction, a proposal has been made
that would require the combined AMCT/ICH entity to pay Capstead
fees for various services. This proposal, which includes a
variety of components, is being submitted to a vote of Capstead
shareholders for their approval. Why would the combined AMCT/ICH
entity be required to pay fees to a company controlled by
Fortress when it is already paying Fortress management fees as
outlined in the Preliminary Proxy Statement filed on November 3,
1999? Why are the Capstead shareholders being given a chance to
vote on this issue when ICH shareholders are not? As one of the
largest holders of ICH stock, we would like answers to these
questions.
Finally, it is clear that under Section 8.1 (b) of the existing
AMCT/ICH acquisition agreement dated August 4, 1999 (the
"AMCT/ICH Agreement") that ICH can terminate the AMCT/ICH
Agreement without paying a termination fee if the transaction is
not completed by December 31, 1999. There is no longer enough
time to obtain the shareholder approval necessary to complete the
transaction prior to that date. Therefore, on January 1, 2000,
you will no longer be contractually prohibited from negotiating a
superior transaction with us.
Extending the AMCT/ICH Agreement at this time would obviously be
detrimental to ICH shareholders in light of our continued efforts
to deliver a more favorable transaction. Further, the value to
be received by ICH shareholders pursuant to the AMCT/ICH
Agreement has declined by over 12% since it was announced based
on closing prices on December 23, 1999. The ICH Board of
Directors now has the opportunity to enable shareholders to avoid
this decline in value by terminating the AMCT/ICH Agreement when
the December 31, 1999 deadline passes. Any action to the
contrary would show blatant disregard for shareholders'
interests.
Our current offer presents ICH shareholders with the opportunity
to receive a 21% premium over the existing AMCT proposal based on
closing market prices on December 23, 1999. We urge all ICH
Directors to consider their fiduciary responsibility in
evaluating our offer, and again request that we be allowed to
commence our due diligence review in a timely manner so that we
may move forward with our proposal to deliver the highest value
to ICH shareholders.
We wish to re-emphasize our conviction that the transaction we
propose offers demonstrably superior immediate value, as well as
greater long-term value, to ICH's shareholders as compared to the
AMCT offer. Furthermore, it is possible that the results of our
due diligence review may afford us the opportunity to increase
our offer (if an increase is justified by the information made
available to us). The likelihood of our being able to improve
our offer for ICH will increase if your termination fee is no
longer an issue. We may also be willing to offer other forms of
consideration to ICH's shareholders, which might include
preferred stock in Apex Mortgage Capital, Inc., or cash. We urge
you to help us realize for ICH shareholders the superior value we
are offering.
As previously indicated, we are filing all of our material
correspondence regarding ICH with the Securities and Exchange
Commission as amendments to our filing on Form 13D in order to
fulfill our disclosure obligations under applicable law.
We remain motivated to move forward with you on our proposed
transaction especially now that you are no longer contractually
prohibited from negotiating with us. Please contact one of us as
soon as possible so that we may begin the process in earnest.
Very truly yours,
Apex Mortgage Capital, Inc.
By: /s/ Philip A. Barach By: /s/ Daniel K. Osborne
---------------------- ----------------------
Philip A. Barach Daniel K. Osborne
President and Executive Vice President and
Chief Executive Officer Chief Operating Officer
CC: Christopher W. Mahowald
Frank P. Philips
Joseph R. Tomkinson
