<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Imperial Credit Commercial Mortgage Investment Corp.
----------------------------------------------------
(Name of Issuer)
Common Stock, par value $.0001 per share
----------------------------------------
(Title of Class of Securities)
45272T 10 2
---------------------------
(CUSIP Number)
Irwin L. Gubman, Esq.
General Counsel
Imperial Credit Industries, Inc.
23550 Hawthorne Blvd.
Bldg. #1, Suite 240
Torrance, CA 90505
(310) 373-1704
---------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 22, 1997
--------------------
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13-d-1(b)(3) or (4), check the following box [ ]
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.
(Continued on following page)
Page 1 of 30 Pages Exhibit Index on page 10
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CUSIP No. 45272T 10 2 SCHEDULE 13D Page 2 of 30 Pages
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
IMPERIAL CREDIT INDUSTRIES, INC.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC, PF, OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
CALIFORNIA
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 2,970,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 2,970,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,970,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
8.6%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
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CUSIP No. 45272T 10 2 13D Page 3 of 30 Pages
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ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, par value $.0001 per share (the
"Common Stock"), of Imperial Credit Commercial Mortgage Investment Corp., a
Maryland corporation (the "Company"). The Company's principal executive offices
are located at 11601 Wilshire Blvd., Suite 2080, Los Angeles, CA 90025.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed by Imperial Credit Industries, Inc., a California
corporation ("Imperial Credit"). Imperial Credit is a diversified financial
services company that, together with its affiliates, is primarily engaged in the
origination, acquisition, management, securitization and resolution of various
types of loans and leases, and in diverse mortgage lending activities. The
activities of Imperial Credit are primarily conducted through its numerous
subsidiaries and other entities in which it holds a significant interest. The
address of the principal business and principal office of Imperial Credit is
23550 Hawthorne Blvd., Bldg. #1, Suite 110, Torrance, CA 90505.
Information responsive to Items 2(a), 2(b), 2(c) and 2(f) of Schedule 13D
in respect of each of the directors and executive officers of Imperial Credit is
set forth in Annex I to this Schedule 13D and is incorporated herein by
reference.
During the last five years, neither Imperial Credit nor, to its knowledge,
any of its directors or executive officers (i) has been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) has been a party to any civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding 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
On October 22, 1997, Imperial Credit purchased 2,970,000 shares (the
"Shares") of Common Stock from the Company at a cost of $13.95 per share, or an
aggregate of $41,431,500, in connection with the Company's initial public
offering (the "Offering") of Common Stock pursuant to a Registration Statement
on Form S-11 (File No. 333-32683), as amended (the "Initial Registration
Statement") and a Registration Statement on Form S-11 filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended (together with the Initial
Registration Statement, the "Registration Statement"). All funds used to make
such purchase were obtained from the working capital of Imperial Credit.
On October 22, 1997, certain directors and executive officers of Imperial
Credit purchased shares of Common Stock from the Company in connection with the
Offering at a price of $13.95 per share. The aggregate number and cost of
shares purchased by each such director and executive officer are set forth in
Annex I to this Schedule 13D and are
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CUSIP No. 45272T 10 2 SCHEDULE 13D Page 4 of 30 Pages
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incorporated herein by reference. All funds used by each such director and
executive officer, other than H. Wayne Snavely and Kevin E. Villani, to make
such purchases were obtained from the personal funds of such director or
executive officer. Each of H. Wayne Snavely and Kevin E. Villani borrowed the
funds used to make such purchases from Imperial Credit. Each of the loans bears
interest at 10.4% per annum, payable semiannually, and is secured by the shares
of Common Stock purchased and certain real estate. Each of the loans has a term
of five years but may be prepaid at any time without penalty.
Item 4. Purpose of Transaction
In connection with the Offering, the underwriters reserved shares of
Common Stock for purchase by Imperial Credit and certain directors, officers and
employees of Imperial Credit, the Company, and Imperial Credit Commercial Asset
Management Corporation, the manager of the Company and a wholly owned subsidiary
of Imperial Credit (the "Manager"), and members of their respective immediate
families to provide such parties with an opportunity to acquire an ownership
interest in the Company. Imperial Credit and certain of its directors and
officers purchased shares of Common Stock for the purpose of acquiring an equity
investment in the Company.
On October 16, 1997 (the "Pricing Date"), the Company granted the Manager
options (the "Options") to purchase 1,677,500 shares of Common Stock at an
exercise price of $15.00 per share pursuant to the Imperial Credit Commercial
Mortgage Investment Corp. 1997 Stock Option Plan. The Options granted to the
Manager are exercisable in equal installments on each of the first three
anniversaries of the date on which they were granted.
Imperial Credit and its directors and executive officers may purchase
additional shares of Common Stock, from time to time, either in brokerage
transactions, in the over-the-counter market or in privately-negotiated
transactions. Any decision to increase their respective holdings of Common
Stock will depend on various factors, including, but not limited to, the price
of the shares of Common Stock, the terms and conditions of the transaction and
prevailing market conditions. Imperial Credit and its directors and executive
officers also may, subject to the transfer restrictions contained in the
lock-up agreements discussed in item 6 below, dispose of some or all of their
shares of Common Stock depending on similar considerations.
Except as set forth in this Item 4, neither Imperial Credit, nor to its
knowledge, any of its directors or executive officers has any present plans or
proposals that relate to or that could result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) As of the date hereof, Imperial Credit beneficially owned 2,970,000
shares of Common Stock, or approximately 8.6% of the shares of Common Stock
outstanding. The number and percentage of Common Stock beneficially owed by each
executive officer and
<PAGE>
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CUSIP No. 45272T 10 2 SCHEDULE 13D Page 5 of 30 Pages
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director of Imperial Credit are set forth on Annex I to this Schedule 13D and
are incorporated herein by reference. By virtue of their collective authority as
members of the Board of Directors of Imperial Credit, the directors of Imperial
Credit may be deemed to share the power to direct the vote, and to direct the
disposition, of the Shares held by Imperial Credit. Any such indirect beneficial
ownership is hereby disclaimed. The percentages used in this paragraph 5(a) are
calculated based upon 34,500,000 shares of Common Stock outstanding immediately
after the Offering (including 4,500,000 shares of Common Stock issued upon
exercise of the underwriters' overallotment option), as set forth on page 110
under the caption "Capitalization" of the Prospectus dated October 16, 1997 (the
"Prospectus") contained in the Registration Statement.
(b) Imperial Credit has sole voting power and sole investment power with
respect to 2,970,000 shares of Common Stock. Each director and executive
officer of Imperial Credit has sole voting power and sole investment power with
respect to the shares of Common Stock beneficially owned by such director or
executive officer as set forth on Annex I to this Schedule 13D and incorporated
herein by reference. By virtue of their collective authority as members of the
Board of Directors of Imperial Credit, the directors of Imperial Credit may be
deemed to share the power to direct the vote and to direct the disposition, of
the Shares held by Imperial Credit. Any such indirect beneficial ownership is
hereby disclaimed.
(c) The responses to Items 3 and 4 of this statement are incorporated
herein by reference. Except as set forth in Items 3 and 4 above, neither
Imperial Credit, nor to its knowledge, any of its directors or executive
officers has effected any transactions in the Common Stock during the preceding
60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Imperial Credit has agreed not to offer, sell, contract to sell or
otherwise dispose of, loan or grant any rights with respect to, any shares of
Common Stock, any options or warrants to purchase any shares of Common Stock, or
any securities convertible into, exercisable for or exchangeable for shares of
Common Stock, for a period equal to the lesser of (i) the two years ended
October 15, 1999 or (ii) the period ending on the date which the Management
Agreement dated OCtober 22, 1997 between the Company and Manager is terminated,
without the prior written consent of Friedman, Billings, Ramsey & Co., Inc.
H. Wayne Snavely and Kevin E. Villani have agreed, except in certain
circumstances, not to offer, sell, contract to sell or otherwise dispose of,
loan or grant any rights with respect to, any shares of Common Stock, any
options or warrants to purchase any shares of Common Stock, or any securities
convertible into, exercisable for or exchangeable for shares of Common Stock for
a period of 120 days from the date of the Prospectus, without the prior written
consent of Friedman, Billings, Ramsey & Co., Inc.
<PAGE>
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CUSIP No. 45272T 10 2 SCHEDULE 13D Page 6 of 30 Pages
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The portions of item 3 regarding the borrowing of funds from Imperial
Credit by H.Wayne Snavely and Kevin E. Villani to purchase shares of Common
Stock, and the pledge of such shares as security for such borrowings, are hereby
incorporated herein by reference. The portions of item 4 regarding grants of
options pursuant to the Option Plan are incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Imperial Credit Commercial Mortgage Investment Corp. 1997 Stock Option
Plan, filed with the Commission as Exhibit 10.2 to the Registration
Statement, is incorporated herein by reference.
2. Lock-Up Agreement dated as of October 22, 1997 among Imperial Credit
and Friedman, Billings, Ramsey & Co., Inc., and Jefferies & Company,
Inc., as representatives of the several underwriters in the Offering.
3. Lock-Up Agreement dated as of October 15, 1997 between H. Wayne Snavely
and Friedman, Billings, Ramsey & Co., Inc.
4. Lock-Up Agreement dated as of October 15, 1997 between Kevin E. Villani
and Friedman, Billings, Ramsey & Co., Inc.
5. Promissory Note Secured By Stock Pledge and Deed of Trust dated as of
October 21, 1997 between Imperial Credit Industries, Inc. and H. Wayne
Snavely.
6. Security Agreement dated as of October 21, 1997 between Imperial Credit
Indsutries, Inc. and H. Wayne Snavely.
7. Promissory Note Secured By Stock Pledge and Deed of Trust dated as of
October 21, 1997 between Imperial Credit Industries, Inc. and Kevin E.
Villani.
8. Security Agreement dated as of October 21, 1997 between Imperial Credit
Industries, Inc. and Kevin E. Villani.
<PAGE>
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CUSIP No. 45272T 10 2 SCHEDULE 13D Page 7 of 30 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
hereby certify that the information set forth in this statement is true,
complete and correct.
Dated: October 31, 1997
IMPERIAL CREDIT INDUSTRIES, INC.
By: /s/ Irwin L. Gubman
------------------------------
Name: Irwin L. Gubman
----------------------------
Title: General Counsel
----------------------------
<PAGE>
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CUSIP No. 45272T 10 2 13D Page 8 of 30 Pages
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Annex I
Set forth below are the name, business address and present principal
occupation of each of the directors and executive officers of Imperial Credit.
Except as otherwise noted, each such person is a citizen of the United States
and the business address of each such person is c/o Imperial Credit Industries,
Inc., 23550 Hawthorne Blvd., Bldg. #1, Suite 110, Torrance, CA 90505.
<TABLE>
<CAPTION>
Present Principal Shares Beneficially
Occupation, Citizenship and Number of Cost of Owned
Business Address (if other Shares Shares
Name than as indicated above) Purchased Purchased Number %
- ---- ----------------------- --------- ---------- ------ --
<S> <C> <C> <C> <C> <C>
Directors
---------
G. Louis Graziadio, III Chairman of the Board and 50,000/1/ $697,500 50,000 *
Chief Executive Officer
Ginarra Holdings, Inc.
(company engaged in
various investment
activities)
2325 P.V. Drive West
Suite 211
Palos Verdes, CA 90274
James Clayburn LaForce, Jr. Retired Dean of the 0 0 0 0
Anderson School at UCLA
15835 Pauma Valley
Country Club
Pauma Valley, CA 92061
Perry A. Lerner Principal 2,000 $27,900 2,000 *
Crown Capital Group, Inc.
(investment firm)
6660 Madison Avenue
15th Floor
New York, NY 10021
Robert S. Muehlenbeck Executive Vice President 0 0 0 0
Imperial Bank
9920 La Cienega Boulevard
14th Floor
Inglewood, CA 90301
Stephen J. Shugerman President 5,000 $69,750 5,000 *
Southern Pacific Bank
12300 Wilshire Boulevard
2nd Floor
Los Angeles, CA 90025
</TABLE>
<PAGE>
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CUSIP No. 45272T 10 2 SCHEDULE 13D Page 9 of 30 Pages
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<TABLE>
<CAPTION>
Present Principal Shares Beneficially
Occupation, Citizenship and Number of Cost of Owned
Business Address (if other Shares Shares
Name than as indicated above) Purchased Purchased Number %
- ---- ----------------------- --------- --------- ------ ---
<S> <C> <C> <C> <C> <C>
Joseph R. Tomkinson Vice President of the Board 0 0 0 0
and Chief Executive Officer
Imperial Credit Mortgage
Holdings, Inc.
20371 Irvine Avenue
Bldg. A
Santa Ana Heights, CA
92707
Executive Officers
------------------
H. Wayne Snavely Chairman of the Board and 143,369 $2,000,000 143,369 *
Chief Executive Officer
Kevin E. Villani Executive Vice President 71,684 $ 999,992 71,684 *
and Chief Financial Officer
and Director
Irwin L. Gubman General Counsel and 3,500 $ 48,825 3,500 *
Secretary
Paul B. Lasiter Senior Vice President and 5,675 $ 79,166 5,675 *
Controller
</TABLE>
1 Such shares were purchased by the Graziadio Family Trust.
* Less than one percent.
<PAGE>
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CUSIP No. 45272T 10 2 13D Page 10 of 30 Pages
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Description Numbered Page
- ------- ----------- -------------
<S> <C> <C>
2. Lock-Up Agreement dated as of 11
October 22, 1997 among Imperial
Credit and Friedman, Billings,
Ramsey & Co., Inc. and Jefferies &
Company, Inc., as representatives of
the several underwriters in the
Offering.
3. Lock-Up Agreement dated as of 13
October 15, 1997 between H. Wayne
Snavely and Friedman, Billings,
Ramsey & Co., Inc.
4. Lock-Up Agreement dated as of 15
October 15, 1997 between Kevin E.
Villani and Friedman, Billings,
Ramsey & Co., Inc.
5. Promissory Note Secured By Stock 17
Pledge and Deed of Trust dated as of
October 21, 1997 between Imperial
Credit Industries, Inc. and H. Wayne
Snavely.
6. Security Agreement dated as of 20
October 21, 1997 between Imperial
Credit Industries, Inc. and H. Wayne
Snavely.
7. Promissory Note Secured By Stock 24
Pledge and Deed of Trust dated as of
October 21, 1997 between Imperial
Credit Industries, Inc. and Kevin E.
Villani.
8. Security Agreement dated as of 27
October 21, 1997 between Imperial
Credit Industries, Inc. and Kevin E.
Villani.
</TABLE>
<PAGE>
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Page 11 of 30 Pages
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EXHIBIT 2
October 22, 1997
Friedman, Billings, Ramsey & Co., Inc.
Jefferies & Company, Inc.
as Representatives of the several underwriters
c/o Friedman, Billings, Ramsey & Co., Inc.
1001 19th Street North
Arlington, Virginia 22209
Re: Lock-Up Agreement
-----------------
Ladies and Gentlemen:
This letter is being delivered to you in connection with the Underwriting
Agreement, dated October 16, 1997 (the "Underwriting Agreement"), among Imperial
Credit Commercial Mortgage Investment Corp., a Maryland corporation (the
"Company"), and each of you as representatives on behalf of a group of
Underwriters named therein ("Underwriters"), relating to an underwritten public
offering of common stock, $.0001 par value (the "Common Stock"), of the Company.
All capitalized terms contained herein without definition shall have the
meanings ascribed to such terms as set forth in the Underwriting Agreement.
In order to induce you and the other Underwriters to enter into the
Underwriting Agreement, the undersigned agrees to not, for a period equal to the
lesser of (i) two years from the date that the Registration Statement is
declared effective by the Commission or (ii) the period ending on the date on
which the Management Agreement between the Company and Imperial Credit
Commercial Asset Management Corp. is terminated, offer to sell, contract to
sell, or otherwise sell, dispose of, loan or grant any rights with respect to
(collectively, a "Disposition") any shares of Common Stock, any options or
warrants to purchase any shares of Common Stock or any securities convertible
into, exercisable for or exchangeable for shares of Common Stock (collectively,
"Securities") to be purchased pursuant to the Company's initial public offering
as described in the Registration Statement by the undersigned, unless Friedman,
Billings, Ramsey & Co., Inc. gives its prior written consent to a Disposition.
<PAGE>
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Page 12 of 30 Pages
---------------------
If for any reason the Underwriting Agreement shall be terminated prior to
the Closing Time, the agreement set forth above shall be terminated.
Very truly yours,
/s/ H. Wayne Snavely
----------------------------------
H. Wayne Snavely
Chairman of the Board of Directors
on behalf of Imperial Credit
Industries, Inc.
<PAGE>
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Page 13 of 30 Pages
---------------------
Exhibit 3
October 15, 1997
Friedman, Billings, Ramsey & Co. Inc.
Jefferies & Company, Inc.
as Representatives of the several Underwriters
c/o Friedman, Billings, Ramsey & Co., Inc.
1001 19th Street North
Arlington, Virginia 22209
Re: Lock-Up Agreement
-----------------
Ladies and Gentlemen:
This letter is being delivered to you in connection with the proposed
Underwriting Agreement (the "Underwriting Agreement") among Imperial Credit
Commercial Mortgage Investment Corp., a Maryland corporation (the "Company"),
and each of you as representatives of a group of Underwriters named therein
("Underwriters"), relating to an underwritten public offering of common stock,
$.0001 par value (the "Common Stock") of the Company. All capitalized terms
contained herein without definition shall have the meanings ascribed to such
terms as set forth in the Underwriters Agreement.
In order to induce you and the other Underwriters to enter into the
Underwriting Agreement, the undersigned agrees to not, for a period of 120 days
from the date that the Registration Statement is declared effective by the
Commission, offer to sell, contract to sell, or otherwise sell, dispose of,
loan, or grant any rights with respect to (collectively, a "Disposition") any
shares of Common Stock, any options or warrants to purchase any shares of Common
Stock or any securities convertible into, exercisable for or exchangeable for
shares of Common Stock (collectively, "Securities") now owned or hereafter
acquired directly by such person or any affiliate or with respect to which such
person has or hereafter acquires the power of Disposition, otherwise than (i) as
a bona fide gift or gifts, provided the donee or donees thereof agree in writing
to be bound by this restriction, (ii) with respect to up to 85% of such
Securities in connection with pledges to secure obligations for borrowed money,
or (iii) with the prior written consent of Friedman, Billings, Ramsey & Co.,
Inc.
<PAGE>
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Page 14 of 30 Pages
---------------------
Friedman, Billings, Ramsey & Co, Inc.
October 15, 1997
Page 2
If for any reason the Underwriting Agreement shall be terminated prior to
the Closing Time, the agreement set forth above shall likewise be terminated.
Very truly yours
/s/ H. Wayne Snavely
--------------------
H. Wayne Snavely
<PAGE>
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Page 15 of 30 Pages
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EXHIBIT 4
October 15, 1997
Friedman, Billings, Ramsey & Co., Inc.
Jefferies & Company, Inc.
as Representatives of the several Underwriters
c/o Friedman, Billings, Ramsey & Co., Inc.
1001 19th Street North
Arlington, Virginia 22209
Re: Lock-Up Agreement
-----------------
Ladies and Gentlemen:
This letter is being delivered to you in connection with the proposed
Underwriting Agreement (the "Underwriting Agreement") among Imperial Credit
Commercial Mortgage Investment Corp., a Maryland corporation (the "Company"),
and each of you as representatives of a group of Underwriters named therein
("the Underwriters"), relating to an underwritten public offering of common
stock, $.0001 par value (the "Common Stock") of the Company. All capitalized
terms contained herein without definition shall have the meanings ascribed to
such terms as set forth in the Underwriters Agreement.
In order to induce you and the other Underwriters to enter into the
Underwriting Agreement, the undersigned agrees to not, for a period of 120 days
from the date that the Registration Statement is declared effective by the
Commission, offer to sell, contract to sell, or otherwise sell, dispose of,
loan, or grant any rights with respect to (collectively, a "Disposition") any
shares of Common Stock, any options or warrants to purchase any shares of Common
Stock or any securities convertible into, exercisable for or exchangeable for
shares of Common Stock (collectively, "Securities") now owned or hereafter
acquired directly by such person or any affiliate or with respect to which such
person has or hereafter acquires the power of Disposition, otherwise than (i) as
a bona fide gift or gifts, provided the donee or donees thereof agree in writing
to be bound by this restriction, (ii) with respect to up to 85% of such
Securities in connection with pledges to secure obligations for borrowed money,
or (iii) with the prior written consent of Friedman, Billings, Ramsey & Co.,
Inc.
<PAGE>
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Page 16 of 30 Pages
---------------------
Friedman, Billings, Ramsey & Co, Inc.
October 15, 1997
Page 2
If for any reason the Underwriting Agreement shall be terminated prior to
the Closing Time, the agreement set forth above shall likewise be terminated.
Very truly yours
/s/ Kevin E. Villani
--------------------
Kevin E. Villani
<PAGE>
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Page 17 of 30 Pages
---------------------
EXHIBIT 5
PROMISORY NOTE SECURED BY
-------------------------
STOCK PLEDGE AND DEED OF TRUST
------------------------------
Lender: Borrower:
Imperial Credit Industries, Inc. H. Wayne Snavely
23550 Hawthorne Boulevard 2500 Paseo Del Mar
Building 1, Suite 240 Palos Verdes Estates, CA 90274
Torrance, California 90505
FOR VALUE RECEIVED, the undersigned, H. Wayne Snavely, promises to pay to
the order of the above-named Lender, its successors and assigns, at the above
address or at such other place as Lender may designate in writing, in lawful
money of the United States of America, the sum of One Million Nine Hundred
Ninety Nine Thousand Nine Hundred and Ninety Eight Dollars ($1,999,998) together
with interest thereon from the date hereof at the interest rate described below
(the "Interest Rate") on the principal balance in the manner provided below:
1. Security, Payments, Interest. At Borrower's expense, this
----------------------------
Promissory Note has been secured by Borrower having pledged to Lender (i)
143,369 shares of common stock of Imperial Credit Commercial Mortgage Investment
Corp. (the "Stock") in the form of a Security Agreement (Pledge of Securities)
and (ii) that certain "Straight Note" and Deed of Trust, and the proceeds
thereof, executed on June 4, 1997, by Ronald P. Padilla for the benefit of H.
Wayne Snavely, in the amount of $967,500, the recorded Deed of Trust encumbering
property known as Parcel 2, Book 102, Page 32 of Parcel Maps for the City of
Huntington Beach, Orange County, California (the "Property"), and Lender shall
have all rights and remedies to which a secured party is entitled under
California law.
Payments made by Borrower shall be applied first to the payment of the
charges and interest accrued on the unpaid principal balance as of the date of
receipt and the remainder, if any, shall be applied to the reduction of the
unpaid principal, except upon default Lender will allocate payment(s) to
principal, interest, and/or charges in its discretion. This Note shall bear
interest on the unpaid principal balance hereof from time to time outstanding at
an Interest Rate of 10.4% per annum. All interest shall be calculated on the
basis of a three hundred sixty five (365) day year. Interest shall be paid to
the Lender from the date hereof semi-annually in arrears on June 15 and December
15 of each year, commencing June 15, 1998. The outstanding principal and all
remaining accrued interest shall be payable in one installment on June 14, 2002,
unless extended by Lender at its sole discretion. This Note may be prepaid, in
whole or in part, at any time without penalty.
-1-
<PAGE>
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Page 18 of 30 Pages
---------------------
2. Default. Upon failure to pay any payment when due or to perform any
-------
obligation, covenant, or agreement contained in this Note or any other documents
provided by Borrower to Lender to induce Lender to make the loan evidenced by
this Note, or should any statement contained therein be found to be false or
misleading in any material respect; or should Borrower make an assignment for
the benefit of creditors, or if a petition be filed by or against Borrower under
any state insolvency law or under the Bankruptcy Code, as amended and not
dismissed or discharged within 60 days; or, if the Borrower shall sell,
transfer, convey or alienate the Stock or the Property, or any part thereof, or
any interest therein, or shall be divested of his title or any interest therein
in any manner or way, whether voluntarily or involuntarily, without the written
consent of the Lender being first had and obtained; then borrower shall be in
default under this Note, and the whole sum of principal, interest, charges and
advances, if any, shall become immediately due and payable at Lender's option
and without notice. The acceptance of any payment of principal or interest by
Lender after the time when it becomes due, as herein specified, shall not be
held to establish a custom, or to waive any rights of Lender to enforce payment
or assert any other rights, nor shall any failure or delay to exercise any
rights be held to waive the same. The rights or remedies of Lender as provided
in this Note may be pursued singly, successively, or together against Borrower
at the sole discretion of the Lender.
3. Attorneys' Fees and Other Expenses. Borrower shall pay upon demand
----------------------------------
reasonable attorneys' fees, and all other out-of-picker expensess, including
filing, recording, or other costs or fees incurred by Lender in connection with
this Note, including attorneys' fees incurred by Lender if: (a) legal counsel is
engaged to assist in the collection of this Note after a default hereunder
whether or not suit is instituted, (b) any action is brought which may
significantly affect Lender's rights, such as an action to cancel, rescind,
construe or enforce this Note or to enforce laws or regulations in connection
therewith, or (c) Borrower becomes subject to a proceeding under the provisions
of the Bankruptcy Code and Lender in the exercise of prudent business practices
engages counsel to represent the interests of Lender.
4. Compliance With Laws. All of the terms and provisions of this Note
--------------------
shall be construed in compliance with all applicable laws. If any charge of fee
due hereunder is invalid, unenforceable or excessive under any law, then such
charge or fee shall be deemed modified or reduced to the extent required by law,
and any such sums collected by Lender in excess of the maximum amount permitted
by such law shall, at Lender's option, be refunded to Borrower or reapplied to
any principal, interst, deficiency or other amounts due hereunder and Lender
shall have no further liability to Borrowere as a result thereof.
-2-
<PAGE>
---------------------
Page 19 of 30 Pages
---------------------
5. Assignment. Lender shall have the right to sell, assign, or
----------
otherwise transfer, either in part or in its entirety, this Note and any other
instrument evidencing indebtedness of this Note without Borrower's
consent. This Note and all of the covenants, promises, and agreements contained
in it shall be binding on and inure to the benefit of their respective legal
representatives, successors, and assigns.
6. Entire Agreement. This Note and the security agreements referenced in
----------------
Paragraph 2 above contain the entire agreement between the Lender and Borrower
with respect to the subject manner hereof and supersede any and all prior
arrangements, proposals or understandings, written or oral, by or between Lender
and Borrower with respect to all transactions contemplated by this Note and the
terms hereunder. In the event of any conflict or inconsistency between any
provision of this Note and any provision of any other document or writing
executed by Lender and/or Borrower, the provision of this Note shall take
precedence and shall control, unless the conflicting or inconsistent provision
is such other document or writing specifically refers to this Note and
specifically states that it shall prevail. No amendment or modification of this
Note shall be effective for any purpose unless the same be in writing and duly
executed by both Lender and Borrower.
7. Severability of Provisions. If any provision or any portion of any
--------------------------
provision of this Note or the application of any such provision or any portion
thereof to any person or circumstance, shall be held invalid or unenforceable,
to the extent permitted by law, the remaining portion of such provision and the
remaining provisions of this Note or the application of such provision or
portion of such provision as is held invalid or unenforceable to persons or
circumstances other than those to which it is held invalid or unenforceable,
shall not be affected thereby.
8. Miscellaneous. No delay or omission on the part of Lender in
-------------
exercising any rights under this Note on default by Borrower shall operate as a
waiver of such right or of any other right under this Note, for the same default
or any other default. The pleading of any statute of limitations as a defense to
the obligations evidenced by this Note is waived. Time is of the essence for
each and every obligation under this Note. This Note shall be construed
according to and governed by the laws of the State of California. IN
THE EVENT ACTION IS INSTITUTED UNDER THIS NOTE, BORROWER WAIVES RIGHT TO TRIAL
BY JURY.
DATED: October 21, 1997
/s/ H. Wayne Snavely
------------------------
H. Wayne Snavely
-3-
<PAGE>
---------------------
Page 20 of 30 Pages
---------------------
EXHIBIT 6
SECURITY AGREEMENT
------------------
(Pledge of Securities)
THIS SECURITY AGREEMENT is made this 21st day of October 1997, between
H. Wanye Snavely ("Debtor") and Imperial Credit Industries, Inc. ("Secured
Party").
Recitals
--------
A. Secured Party as lender has entered into a loan transaction evidenced
by a promissory note of even date herewith providing for the loan of $1,999,998
(the "Loan") to Debtor as borrower.
B. As a condition of the Loan, Secured Party requires that Debtor grant
to Secured Party a security interest in certain securities owned by Debtor.
WHEREFORE, Debtor and Secured Party, intending to be legally bound, agree
as follows:
Debtor hereby transfers, assigns, pledges and grants to Secured Party a
security interest in all these certain securities and stock certificates (herein
"Collateral") described in Exhibit A appended hereto, which Debtor has this day
delivered to and deposited with Secured Party; and all new securities or other
property (except dividends) which Debtor may become entitled to receive on
account of any of the Collateral and all proceeds of the Collateral.
This Security Agreement secures: (a) Debtor's payment and performance as
and when due of all accounts and obligations under the Loan (the "Obligations")
of even date executed by Debtor in favor of Secured Party; (b) any and all
extensions, modifications and renewals of the Obligations; (c) repayment of all
sums and amounts that may be advanced or expended by Secured Party for the
protection of the Collateral or any part thereof; and (d) any and all other sums
that may hereafter be advanced by Secured Party to and for the benefit of Debtor
and other amounts due to Secured Party hereunder.
Debtor hereby warrants and represents to Secured Party that Debtor is the
sole and absolute owner of the Collateral, free and clear of all liens,
encumbrances, adverse claims and security interests, except the security
interest herein granted to Secured Party, and that Debtor has the power and
authority to pledge, transfer and deliver the interest created hereby.
Secured party may retain custody of the Collateral until all obligations
are fully paid. Secured Party will not be responsible for loss in value of the
Collateral or have any duty to take steps to preserve rights against third
parties by legal proceeding or otherwise. Secured Party's
<PAGE>
---------------------
Page 21 of 30 Pages
---------------------
sole duty shall be to use reasonable care in the custody and physical
preservation of the Collateral in Secured Party's possession.
In the event any of the Collateral has depreciated by fifty percent (50%)
or more of its closing value as quoted by the Wall Street Journal of even date
herewith, then Secured Party may at its option, whether or not the Obligations
are in default, upon 3 days prior notice to Debtor, and provided Debtor does not
within that time provide substitute collateral satisfactory to Secured Party,
sell such Collateral and deposit the proceeds of any such sale into a
certificate account to be held by Secured Party. The terms of this Agreement
shall continue to apply to all proceeds held in such account.
At any time, at Debtor's expense and without notice to Debtor, Secured
Party may register in its own name or that of its nominee any securities held
as Collateral, and in connection therewith, may deposit and deliver any and all
securities to any committee, depository transfer agent, registrar, or other
designated agency on such terms and conditions as it may determine.
If Debtor shall fail to pay any of the Obligations secured hereby at the
time and in the manner required, Secured Party may, at its option, immediately
proceed to enforce its security interest according to law, or Secured Party may,
at its option, sell and dispose of the same and from the proceeds of sale retain
all costs and charges incurred by it in the sale of the Collateral, including
reasonable attorneys fees thereby incurred; take all sums due it under any of
the Obligations and the provisions hereof, including reasonable attorneys fees;
and any surplus of such proceeds remaining shall be paid to Debtor. In addition,
Secured Party may exercise any and all rights and remedies of a Secured Party as
provided by law, including without limitation all rights and remedies under the
California Uniform Commercial Code. Upon the sale of Collateral, Secured Party
may bid and make a purchase of the Collateral, or any part thereof.
No act, delay or omission, or course of dealing between Debtor and Secured
Party shall be a waiver of any of Secured Party's rights or remedies under this
Agreement. No waiver, change, modification, or discharge in whole or in part of
this Agreement or of any obligation will be effective unless in writing signed
by Secured Party. A waiver by Secured Party of any rights or remedies by
Secured Party under the terms of this Agreement or with respect to any
obligation on any occasion will not be a bar to the exercise of any right or
remedy of any subsequent occasion.
This Agreement shall be binding upon and shall inure to the benefit of the
parties and their respective heirs, executors, administrators, successors and
assigns.
This Security Agreement shall be governed by and construed in accordance
with California law. In the event any action is instituted under this Security
Agreement, or to determine the rights or remedies of the parties thereto, the
prevailing party shall be entitled to recover reasonable attorneys fees and
expenses.
<PAGE>
---------------------
Page 22 of 30 Pages
---------------------
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first above written.
Secured Party:
By: /s/ Irwin L. Gubman
____________________
Debtor:
By: /s/ H. Wayne Snavely
____________________
-3-
<PAGE>
---------------------
Page 23 of 30 Pages
---------------------
EXHIBIT A
---------
TO SECURITY AGREEMENT
---------------------
Certificate No. Class Issuer No. of Shares
- -------------- ----- ------ -------------
Common Imperial Credit Commercial
Investment Corp. 143,369
<PAGE>
---------------------
Page 24 of 30 Pages
---------------------
EXHIBIT 7
PROMISSORY NOTE SECURED BY
--------------------------
STOCK PLEDGE AND DEED OF TRUST
------------------------------
Lender: Borrower:
Imperial Credit Industries, Inc. Kevin E. Villani
23550 Hawthorne Boulevard 5658 Dolphin Place
Building 1, Suite 240 La Jolla, CA 92037
Torrance, California 90505
FOR VALUE RECEIVED, the undersigned, Kevin E. Villani, promises to pay to
the order of the above-named Lender, its successors and assigns, at the above
address or at such other place as Lender may designate in writing, in lawful
money of the United States of America, the sum of Nine Hundred Ninety Nine
Thousand, Nine Hundred Ninety Two Dollars ($999,992) together with interest
thereon from the date hereof as the interest rate described below (the "Interest
Rate") on the principal balance in the manner provided below:
1. Security, Payments, Interest. At Borrower's expense, this Promissory
-----------------------------
Note has been secured by Borrower having pledged to Lender (i) 71,684 shares of
common stock of Imperial Credit Commercial Mortgage Investment Corp. (the
"Stock") in the form of a Security Agreement (Pledge of Securities) and (ii)
that certain Deed of Trust, and the proceeds thereof, executed by Jane E.
Villani under Power of Attorney Special from Kevin E. Villani for the benefit of
Imperial Credit Industries, Inc. the recorded Deed of Trust encumbering property
known as 5322 Calumet Avenue, La Jolla, California (the "Property"), and Lender
shall have all rights and remedies to which a secured party is entitled under
California Law.
Payments made by Borrower shall be applied first to the payment of the
charges and interest accrued on the unpaid principal balance as of the date of
receipt and the remainder, if any, shall be applied to the reduction of the
unpaid principal, except upon default Lender will allocate payment(s) to
principal, Interest, and/or charges in its discretion. This Note shall bear
interest on the unpaid principal balance hereof from time to time outstanding at
an interest rate of 10.4% per annum. All interest shall be calculated on the
basis of a three hundred sixty five (365) day year. Interest shall be paid to
the Lender from the date hereof semi-annually in arrears on June 15 and December
15 of each year, commencing June 15, 1998. The outstanding principal and all
remaining accrued interest shall be payable in one installment on June 14, 2002,
unless extended by Lender at its sole discretion. This Note may be prepaid, in
whole or in part, at any time without penalty.
-1-
<PAGE>
---------------------
Page 25 of 30 Pages
---------------------
2. Default. Upon failure to pay any payment when due or to perform any
-------
obligation, covenant, or agreement contained in the Note or any other documents
provided by Borrower to Lender to induce Lender to make the loan evidenced by
this Note, or should any statement contained therein be found to be false or
misleading in any material respect; or should Borrower make an assignment for
the benefit of creditors, or if a petition be filed by or against Borrower under
any state insolvency law or under the Bankruptcy Code, as amended and not
dismissed or discharged within 60 days; or, if the Borrower shall sell,
transfer, convey or allocate the Stock or the Property, or any part thereof, or
any interest therein, or shall be divested of his title or any interest therein
in any manner or way, whether voluntarily or involuntarily, without the written
consent of the Lender being first had and obtained; then Borrower shall be in
default under this Note, and the whole sum of principal, interest, charges and
advances, if any, shall become immediately due and payable at Lender's option
and without notice. The acceptance of any payment of principal or interest by
Lender after the time when it becomes due, as herein specified, shall not be
held to establish a custom, or to waive any rights of Lender to enforce payment
or assert any other rights, nor shall any failure or delay to exercise any
rights be held to waive the same. The rights or remedies or Lender as provided
in this Note may be pursued singly, successively, or together against
Borrower at the solo discretion on the Lender.
3. Attorneys' Fees and Other Expenses. Borrower shall pay upon demand
----------------------------------
reasonable attorneys' fees, and all other out-of-pocket expenses, including
filing, recording, or other costs or fees incurred by Lender in connection with
this Note, including attorneys' fees incurred by Lender if: (a) legal counsel is
engaged to assist in the collection of this Note after a default hereunder
whether or not suit is instituted, (b) any action is brought which may
significantly affect Lender's rights, such as an action to cancel, rescind,
construe or enforce this Note or to enforce laws or requisitions in connection
therewith, or (c) Borrower becomes subject to a proceeding under the provisions
of the Bankruptcy Code and Lender in the exercise of prudent business practices
engages counsel to represent the interests of Lender.
4. Compliance With Laws. All of the time and provisions of this Note shall
--------------------
be construed in compliance with all applicable laws. If any charge or fee due
hereunder is invalid, unenforceable or excessive under any law, then such charge
or fee shall be deemed modified or reduced to the amount required by law, and
any such sums collected by Lender in excess of the maximum amount permitted by
such law shall, at Lender's option, be refunded to Borrower or reapplied to any
principal, interest, deficiency or other amounts due hereunder and Lender shall
have no further liability to Borrower as a result thereof.
5. Assignment. Lender shall have the rights to sell, assign, or otherwise
----------
transfer, either in part or in its entirety, this Note and any other instrument
evidencing indebtedness of
<PAGE>
---------------------
Page 26 of 30 Pages
---------------------
agreements contained in it shall be binding on and inure to the benefit of
their respective legal representatives, successors, and assigns.
6. Entire Agreement. This Note contains the entire agreement between the
----------------
Lender and Borrower with respect to the subject matter hereof and supersedes any
and all prior arrangements, proposals or understandings, written or oral, by or
between Lender and Borrower with respect to all transactions contempleted by
this Note and the terms hereunder. In the event of any conflict or
inconsistency between any provision of this Note and any provision of any other
document or writing executed by Lender and/or Borrower, the provision of this
Note shall take precedence and shall control, unless the conflicting or
inconsistent provision in such other document or writing specifically refers to
this Note and specifically states that it shall prevail. No amendment or
modification of this Note shall be effective for any purpose unless the same be
in writing and duly executed by both Lender and Borrower.
7. Severability of Provisions. If any provision or any portion of any
--------------------------
provision of this Note or the application of any such provision or any portion
thereof to any person or circumstance, shall be held invalid or unenforceable,
to the extent permitted by law, the remaining portion of such provision and the
remaining provisions of this Note or the application of such provision or
portion of such provision as is held invalid or unenforceable to persons or
circumstances other than those to which it is held invalid or unenforceable,
shall not be affected thereby.
8. Miscellaneous. No delay or omission on the part of Lender in exercising
-------------
any rights under this Note on default by Borrower shall operate as a waiver of
such right or of any other right under this Note, for the same default or any
other default. The pleading of any statute of limitations as a defense to the
obligations evidenced by this Note is waived. Time is of the essence for each
and every obligation under this Note. This Note shall be construed according to
and governed by the laws of the State of California. IN THE EVENT ACTION IS
INSTITUTED UNDER THIS NOTE, BORROWER WAIVES RIGHT TO TRIAL BY JURY.
DATED: October 21, 1997
/s/ Kevin E. Villani
--------------------
Kevin E. Villani
<PAGE>
---------------------
Page 27 of 30 Pages
---------------------
EXHIBIT 8
SECURITY AGREEMENT
------------------
(Pledge of Securities)
THIS SECURITY AGREEMENT is made this 21st day of October 1997, between
Kevin E. Villani ("Debtor") and Imperial Credit Industries, Inc. ("Secured
Party").
Recitals
--------
A. Secured Party as lender has entered into a loan transaction
providing for the loan of $999,992 (the "Loan") to Debtor as borrower.
B. As a condition of the Loan, Secured Party requires that Debtor grant
to Secured Party a security interest in certain securities owned by Debtor.
WHEREFORE, Debtor and Secured Party, intending to be legally bound, agree
as follows:
Debtor hereby transfers, assigns, pledges and grants to Secured Party a
security interest in all those certain securities and stock certificates (herein
"Collateral") described in Exhibit A appended hereto, which Debtor has this day
delivered to and deposited with Secured Party; and all new securities or other
property (except dividends) which Debtor may become entitled to receive on
account of any of the Collateral and all proceeds of the Collateral.
This Security Agreement secures: (a) Debtor's payment and performance as
and when due of all amounts and obligations under the Loan (the "Obligations")
of even date executed by Debtor in favor of Secured Party; (b) any and all
extensions, modifications and renewals of the Obligations; (c) repayment of all
sums and amounts that may be advanced or expended by Secured Party for the
protection of the Collateral or any part thereof; and (d) any and all other sums
that may hereafter be advanced by Secured Party to and for the benefit of Debtor
and other amounts due to Secured Party hereunder.
Debtor hereby warrants and represents to Secured Party that Debtor is the
sole and absolute owner of the Collateral, free and clear of all liens,
encumbrances, adverse claims and security interests, except the security
interest herein granted to Secured Party; and that Debtor has the power and
authority to pledge, transfer and deliver the interest created hereby.
Secured Party may retain custody of the Collateral until all obligations
are fully paid. Secured Party will not be responsible for loss in value of the
Collateral or have any duty to take steps to preserve rights against third
parties by legal proceeding or otherwise. Secured Party's
-1-
<PAGE>
---------------------
Page 28 of 30 Pages
---------------------
sole duty shall be to use reasonable care in the custody and physical
preservation of the Collateral in Secured Party's permission.
In the event any of the Collateral has depreciated by fifty percent (50%)
or more of its closing value as quoted by the Wall Street Journal of even date
herewith, then Secured Party may at its option, whether or not the Obligations
are in default, upon 3 days prior notice to Debtor, and provided Debtor does not
within that time provide substitute collateral satisfactory to Secured Party,
sell such Collateral and deposit the proceeds of any such sale into a
certificate account to be held by Secured Party. The terms of this Agreement
shall continue to apply to all proceeds held in such account.
At any time, at Debtor's expense and without notice to Debtor, Secured
Party may register in its own name or that of its nominee any securities held as
Collateral, and in connection therewith, may deposit and deliver any and all
securities to any committee, depository transfer agent, registrar, or other
designated agency on such terms and conditions as it may determine.
If Debtor shall fail to pay any of the Obligations secured hereby at
the time and in the manner required, Secured Party may, as its option,
immediately proceed to enforce its security interest according to law, or
Secured Party may, at its option, sell and dispose of the name and from the
proceeds of sale retain all costs and charges incurred by it in the sale of the
Collateral, including reasonable attorneys fees thereby incurred; take all sums
due it under any of the Obligations and the provisions hereof, including
reasonable attorneys fees; and any surplus of such proceeds remaining shall be
paid to Debtor. In addition, Secured Party may exercise any and all rights and
remedies of a Secured Party as provided by law, including without limitation all
rights and remedies under the California Uniform Commercial Code. Upon the sale
of Collateral, Secured Party may bid and make a purchase of the Collateral, or
any part thereof.
No act, delay or omission, or course of dealing between Debtor and Secured
Party shall be a waiver of any of Secured Party's rights or remedies under this
Agreement. No waiver, change, modification, or discharge in whole or in part of
this Agreement or of any obligation will be effective unless in writing signed
by Secured Party. A waiver by Secured Party of any rights or remedies by
Secured Party under the terms of the Agreement or with respect to any obligation
an any occasion will not be a bar to the exercise of any right or remedy of any
subsequent occasion.
This Agreement shall be binding upon and shall inure to the benefit of
the parties and their respective heirs, executors, administrators, successors
and assigns.
This Security Agreement shall be governed by and construed in accordance
with California law. In the event any action is instituted under this Security
Agreement, or to determine the rights or remedies of the parties thereto, the
prevailing party shall be entitled to recover reasonable attorneys fees and
expenses.
-2-
<PAGE>
---------------------
Page 29 of 30 Pages
---------------------
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first above written.
Secured Party:
By: /s/ Irwin L. Gubman
______________________
Debtor:
By: /s/ Kevin E. Villani
______________________
-3-
<PAGE>
---------------------
Page 30 of 30 Pages
---------------------
EXHIBIT A
---------
TO SECURITY AGREEMENT
---------------------
Certificate No. Class Issuer No. of Shares
- -------------- ----- ------ -------------
Common Stock Imperial Credit Commercial
Mortgage Investment Corp. 71,684
