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. 5)
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)
February 1, 2000
(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 6 Pages)
<PAGE>
CUSIP No. 44968J 10 6 13 D Page 2 of 6 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 6 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 6 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>
Page 5 of 6
AMENDMENT NO. 5 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, Amendment No. 3
thereto filed on October 18, 1999 and Amendment No. 4 thereto filed on
December 28, 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. 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.
Item 4 is amended to add the following:
On January 4, 2000, the Issuer announced that the AMCT merger agreement
had been terminated. On February 1, 2000, AXM issued a press release, a
copy of which is filed herewith as Exhibit 13, indicating that it intends
to monitor its investment in the Issuer and remains ready to negotiate with
the Issuer toward an acquisition of the Issuer by AXM should the Issuer be
willing to do so.
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
decision 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 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 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is amended to add the following additional Exhibit:
Exhibit 13 AXM February 1, 2000 Press Release
<PAGE>
Page 6 of 6
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.
February 3, 2000
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>
Apex Mortgage Capital Reports Fourth Quarter Earnings
LOS ANGELES, California - February 1, 2000 -- Apex Mortgage Capital,
Inc. (NYSE: AXM) today reported net income for the quarter ended December
31, 1999 of $2,331,000, or $0.40 per diluted share compared to $2,382,000,
or $0.41 per diluted share for the quarter ended December 31, 1998. Net
income for the year was $11,112,000, or $1.92 per diluted share compared
to $5,547,000, or $0.90 per diluted share for 1998.
Commenting on the Company's operating results, Philip A. Barach, Chief
Executive Officer, stated, "Fourth quarter net income was fairly
consistent with year ago levels. As was the case last year, operating
earnings during the fourth quarter were negatively impacted by rising
funding costs, primarily in December, in response to year-end pressures
in the financial markets. This situation was exacerbated during the 1999
quarter by Y2K concerns and the recent tightening in monetary policy by
the Federal Reserve Board. Looking at longer term results, we are pleased
to have more than doubled annual net income per share in 1999 as well as
having increased the dividend three times during the year."
Daniel K. Osborne, Chief Financial Officer, added, "Fourth quarter net
income also benefited from capital gains of $0.03 per diluted share, net
of expenses. Operating earnings, excluding the impact of capital
gains, were $0.38 per diluted share for the quarter. This represents a
12% increase over the $0.34 per share earned in the year-ago quarter. This
improvement resulted primarily from increased net interest spreads on
our current fixed income portfolio in comparison to the prior year. Looking
forward, first quarter earnings may benefit from a decline in net funding
costs in comparison to the fourth quarter as year-end pressures have
dissipated. However, operating earnings could decline if short-term
interest rates were to rise above January 2000 levels."
The Company's book value declined to $10.40 per average share,
including all off balance sheet hedging transactions, as compared to $10.64
at September 30, 1999. This slight decline is due primarily to a
decline in the fair market value of the Company's fixed income and equity
investments. This decline was partially offset by an increase in the market
value of hedging instruments.
Mr. Barach continued, "Interest rates increased significantly during
the fourth quarter with U.S. Treasury rates rising as much as 3/4 of one
percent. This increase followed a trend of overall rising interest
rates throughout 1999. In fact, 1999 has been the 2nd worst year in the
bond market as measured by the Lehman Aggregate Bond Index since that
index's inception in 1973. In response to this environment, we
extended the duration of the Company's hedging instruments in both the
third and fourth quarters. These actions significantly mitigated the
impact that rising interest rates have had on the value of our portfolio.
Subsequent to year-end, we entered into an additional hedging transaction
to further combat the negative affects of rising rates. While the portfolio
is by no means immune to further interest rate volatility, we generally
expect the recent actions taken will lessen the impact of interest rate
changes over the near term."
Offer for Impac Commercial Holdings
On September 8, 1999, the Company submitted an offer to acquire Impac
Commercial Holdings, Inc. ("ICH") in a tax-free merger by exchanging 0.60328
shares of its common stock for each ICH share outstanding. At that time, the
offer presented ICH shareholders with the opportunity to receive a
substantial premium over the market price of the shares as well as a
substantial premium over the value to be received in a previously proposed
merger with Amresco Capital Trust ("AMCT"). On October 26, 1999, the ICH
Board of Directors rejected the Company's offer. On January 4, 2000, ICH
announced the termination of their merger agreement with AMCT.
Commenting on the acquisition proposal, Mr. Osborne, stated, "As both
an ICH shareholder and a bidder for ICH, we are very disappointed the ICH
Board of Directors rejected our offer. We are, however, pleased that it
does not appear that ICH will be sold to AMCT at a discount to our offer.
We have subsequently reiterated our desire to openly negotiate an
acquisition of ICH with its Board of Directors. The management of ICH
has indicated that they intend to remain an independent company and
are not interested in pursuing strategic alternatives at this time.
We intend to vigilantly monitor our investment in ICH and remain ready
to open negotiations if the situation changes."
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.
"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 and other risk factors
outlined in the Company's SEC reports.
MEDIA CONTACT: Josh Pekarsky/Adam Weiner
Kekst and Company
212-521-4800
INVESTOR CONTACT: Daniel Osborne
Chief Financial Officer
Apex Mortgage Capital, Inc.
213-244-0461
- Tables to follow -
<PAGE>
- Apex Mortgage Capital, Inc.
Balance Sheets
<TABLE>
<CAPTION>
December 31, 1999 December 31, 1998
Assets (Unaudited)
<S> <C> <C>
Cash and cash equivalents $ 2,605,000 $ 12,679,000
Fixed income securities available-for-sale, at fair value 701,143,000 829,712,000
Equity securities available-for-sale, at fair value 17,481,000 16,422,000
Accrued interest receivable 6,254,000 5,151,000
Principal payments receivable 3,537,000 937,000
Unrealized gain on forward contracts 3,909,000 -
Other assets 816,000 577,000
---------------- -----------------
$ 735,745,000 $ 865,478,000
================ =================
Liabilities and Stockholders' Equity
Liabilities
Reverse repurchase agreements $ 672,660,000 $ 767,908,000
Payable for unsettled securities - 838,000
Accrued interest payable 3,660,000 6,173,000
Dividend payable 2,724,000 1,777,000
Accrued expenses and other liabilities 660,000 752,000
---------------- -----------------
679,704,000 777,448,000
---------------- -----------------
Stockholders' Equity
Preferred Stock, par value $0.01 per share; 50,000,000 shares
authorized; no shares outstanding
Common Stock, par value $0.01 per share; 100,000,000 shares
authorized; 6,700,100 shares outstanding 67,000 67,000
Additional paid-in-capital 93,265,000 92,978,000
Accumulated other comprehensive income (loss) (26,513,000) 6,689,000
Accumulated dividend distributions in excess of net income (209,000) (1,135,000)
Treasury stock, at cost (947,100 shares) (10,569,000) (10,569,000)
---------------- -----------------
56,041,000 88,030,000
---------------- -----------------
$ 735,745,000 $ 865,478,000
================ =================
Ending Shares Outstanding, net of treasury shares 5,753,000 5,753,000
Book Value Per Share $ 9.74 $ 15.30
Unrealized Gain (Loss) on Off-Balance Sheet Hedging Instruments $ 3,815,000 $ (9,994,000)
Book Value Per Share
Adjusted for Off-Balance Sheet Hedging Instruments $ 10.40 $ 13.56
</TABLE>
<PAGE>
Apex Mortgage Capital, Inc.
Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Twelve Months Ended
December 31, December 31,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Interest Income:
Fixed income securities $ 12,303,000 $ 13,800,000 $ 52,216,000 $ 41,265,000
Cash and cash equivalents 72,000 82,000 301,000 710,000
------------- ------------- -------------- -------------
12,375,000 13,882,000 52,517,000 41,975,000
Interest Expense 10,093,000 11,726,000 42,345,000 36,007,000
Net Interest Income 2,282,000 2,156,000 10,172,000 5,968,000
Net Gain on Investment Transactions 225,000 571,000 1,939,000 1,047,000
Dividend Income 489,000 496,000 2,388,000 636,000
General and Administrative Expenses:
Management fee 157,000 154,000 629,000 644,000
Incentive fee 216,000 422,000 1,714,000 619,000
Audit and tax fees 23,000 41,000 73,000 75,000
Insurance expense 67,000 67,000 267,000 267,000
Directors' fees 15,000 15,000 60,000 70,000
Stock option expense 71,000 34,000 288,000 118,000
Other 116,000 108,000 356,000 311,000
------------ ------------- -------------- -------------
665,000 841,000 3,387,000 2,104,000
------------ ------------- -------------- -------------
Net Income $ 2,331,000 $ 2,382,000 $ 11,112,000 $ 5,547,000
============ ============= ============== ============
Net Income Per Share:
Basic $ 0.41 $ 0.41 $ 1.93 $ 0.90
============ ============= ============== ============
Diluted $ 0.40 $ 0.41 $ 1.92 $ 0.90
============ ============= ============== ============
Weighted Average Number of Shares
Outstanding:
Basic 5,753,000 5,761,000 5,753,000 6,190,000
============ ============= ============== ============
Diluted 5,771,000 5,761,000 5,779,000 6,190,000
============ ============= ============== ============
Dividends Declared Per Share $ 0.46 $ 0.30 $ 1.72 $ 1.07
============ ============= ============== ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Selected Portfolio Data as of December 31, 1999 (Dollars in Thousands)
- ----------------------------------------------------------------------
Percent of
Fixed Amortized Current
Fixed Income Portfolio by Security Type Par Amount Income Cost Basis Coupon
Portfolio
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
15 Year Agency/AAA Pass-throughs $167,717 23.0% 100.49% 6.50%
20 Year Agency Pass-throughs 251,819 34.5% 100.46% 6.50%
30 Year Agency/AAA Pass-throughs 31,424 4.3% 101.36% 6.99%
AAA CMOs 237,202 32.5% 99.76% 6.81%
Total Fixed Rate Holdings 688,162 94.2% 100.26% 6.63%
Other Fixed Income Securities 10,400 1.4% 69.38% 13.90%
ARMS 31,923 4.4% 101.73% 6.62%
Total Mortgage Securities $730,485 100.00% 99.89% 6.70%
</TABLE>
<TABLE>
<CAPTION>
Average
Notional Rate Fixed
Interest Rate Swap Agreements Amount Received Rate
Paid
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
(Ranging in term from 1.4 to 2.4 years) $390,129 One Month 5.87%
LIBOR
</TABLE>
<TABLE>
<CAPTION>
Average
Maturity of
Notional Underlying
Forward Contracts to Sell U.S. Treasury Notes Amount Securities
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
At December 31, 1999 $335,000 3.4 Years
Entered into after December 31, 1999 $100,000 4.1 Years
</TABLE>
