SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
IMPERIAL CREDIT INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-4054791
(State of incorporation) (IRS Employer Identification No.)
23550 Hawthorne Boulevard
Building 1, Suite 110
Torrance, CA 90505
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of
pursuant to Section 12(b) of the securities pursuant to Section
Exchange Act and is effective 12(g) of the Exchange Act and
pursuant to General Instruction is effective pursuant to
A.(c), please check the following General Instruction A.(d),
box. [ ] please check the following
box. [X]
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
(Title of Class)
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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On September 23, 1998, the Board of Directors of Imperial Credit
Industries, Inc. (the "Company") declared a dividend of one preferred share
purchase right (a "Right") for each outstanding share of common stock, no par
value, of the Company (the "Common Shares"). The dividend is payable on October
12, 1998 (the "Record Date") to the stockholders of record at the close of
business on that date. The description and terms of the Rights are set forth in
an Agreement (the "Agreement") between the Company and U.S. Stock Transfer
Corporation, as Rights Agent (the "Rights Agent").
Each Right entitles the registered holder to purchase from the
Company one one-hundredth of a share of Series A Junior Participating Preferred
Stock of the Company, par value $0.0001 per share (the "Preferred Shares"), at a
price of $40 per one one-hundredth of a Preferred Share (the "Purchase Price"),
subject to adjustment.
In the event that any person or group of affiliated or associated
persons (other than (a) the Company, (b) any subsidiary of the Company, (c) any
employee benefit plan of the Company or any subsidiary of the Company or (d) any
entity holding Common Shares for or pursuant to the terms of any such plan)
acquires beneficial ownership of 15% or more of the outstanding Common Shares
(an "Acquiring Person") (with exceptions for persons who beneficially own 15% or
more of the outstanding Common Shares as of the date of the Agreement, certain
transferees of such persons and persons who beneficially own more 15% or more of
the outstanding Common Shares as a result of the Company's acquisition of Common
Shares), each holder of a Right, other than Rights beneficially owned by the
Acquiring Person (which will thereafter be void), will thereafter have the right
to receive upon exercise that number of Common Shares having a market value of
two times the exercise price of the Right.
If the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are sold
after a person or group has become an Acquiring Person, each holder of a Right
(other than Rights beneficially owned by the Acquiring Person, which will be
void) will thereafter have the right to receive that number of shares of common
stock of the acquiring company which at the time of such transaction will have a
market value of two times the exercise price of the Right.
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Until the earlier of (i) 10 days following a public announcement
that a person or group of affiliated or associated persons has acquired
beneficial ownership of 15% or more of the outstanding Common Shares (with
exceptions for persons who beneficially own 15% or more of the outstanding
Common Shares as of the date of the Agreement, certain transferees of such
persons and persons who beneficially own more 15% or more of the outstanding
Common Shares as a result of the Company's acquisition of Common Shares); or
(ii) 10 business days (or such later date as may be determined by action of the
Board of Directors of the Company prior to such time as any person or group of
affiliated persons becomes an Acquiring Person) following the commencement of,
or announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group of 15% or more of the outstanding Common Shares (the earlier of such dates
being the "Distribution Date"), the Rights will be represented, with respect to
any of the Common Share certificates outstanding as of the Record Date, by such
Common Share certificate with a copy of this Summary of Rights attached thereto.
Until the Distribution Date (or earlier redemption or expiration of the Rights),
the Rights will be transferred with and only with the Common Shares, and
transfer of those certificates will also constitute transfer of these Rights.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will thereafter
evidence the Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on October 2, 2008 (the "Final Expiration Date"), unless the
Final Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case, as described below.
The Purchase Price payable, and the number of Preferred Shares or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution in the event of stock
dividends, stock splits, reclassifications, or certain distributions with
respect to the Preferred Shares. The number of outstanding Rights and the number
of one one-hundredths of a Preferred Share issuable upon exercise of each Right
are also subject to adjustment if, prior to the Distribution Date, there is a
stock split of the Common Shares or a stock dividend on the Common Shares
payable in Common Shares or subdivisions, consolidations or combinations of the
Common Shares. With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-hundredth of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and, in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date
of exercise.
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $1 per share but will be entitled to an aggregate
dividend of 100 times the dividend declared per Common Share. In the event of
liquidation, the holders of the Preferred Shares will be entitled to
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a minimum preferential liquidation payment of $100 per share but will be
entitled to an aggregate payment of 100 times the payment made per Common Share.
Each Preferred Share will have 100 votes, voting together with the Common
Shares. Finally, in the event of any merger, consolidation or other transaction
in which Common Shares are exchanged, each Preferred Share will be entitled to
receive 100 times the amount received per Common Share. These rights are
protected by customary antidilution provisions.
The value of the one one-hundredth interest in a Preferred Share
purchasable upon exercise of each Right should, because of the nature of the
Preferred Shares' dividend, liquidation and voting rights, approximate the value
of one Common Share.
At any time after any person or group becomes an Acquiring Person,
and prior to the acquisition by such person or group of 50% or more of the
outstanding Common Shares, the Board of Directors of the Company may exchange
the Rights (other than Rights owned by the Acquiring Person, which will have
become void), in whole or in part, at an exchange ratio of one Common Share, or
one one-hundredth of a Preferred Share (subject to adjustment).
At any time prior to any person or group becoming an Acquiring
Person, the Board of Directors of the Company may redeem the Rights in whole,
but not in part, at a price of $0.0001 per Right (the "Redemption Price"). The
redemption of the Rights may be made effective at such time on such basis with
such conditions as the Board of Directors in its sole discretion may establish.
Immediately upon any redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.
The terms of the Rights may be amended by the Board of Directors of
the Company without the consent of the holders of the Rights, including an
amendment to lower certain thresholds described above to not less than the
greater of (i) the sum of .001% and the largest percentage of the outstanding
Common Shares then known to the Company to be beneficially owned by any person
or group of affiliated or associated persons and (ii) 10%, except that from and
after such time as any person or group of affiliated or associated persons
becomes an Acquiring Person no such amendment may adversely affect the interests
of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have
no rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Company's Board of Directors. The Rights should not
interfere with any merger or other business combination approved by the Board of
Directors since the Rights may be redeemed by the Company at the Redemption
Price prior to the time that a person or group has become an Acquiring Person.
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The Agreement and the press release announcing the declaration of
the Rights are attached hereto as exhibits and are incorporated herein by
reference. The foregoing description of the Rights is qualified in its entirety
by reference to such exhibits.
ITEM 2. EXHIBITS.
1. Agreement, dated as of October 2, 1998, between Imperial Credit
Industries, Inc. and U.S. Stock Transfer Corporation (incorporated by
reference to Exhibit 4.1 of the Company's Current Report on Form 8-K,
filed with the Securities and Exchange Commission on October 5, 1998).
2. Text of Press Release relating to the declaration of the Rights dated
October 2, 1998 (incorporated by reference to Exhibit 99.1 of the
Company's Current Report on Form 8-K, filed with the Securities and
Exchange Commission on October 5, 1998).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: October 2, 1998
IMPERIAL CREDIT INDUSTRIES, INC.
By:/s/ Irwin L. Gubman
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NAME: Irwin L. Gubman
TITLE: General Counsel and Secretary
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EXHIBIT LIST
Exhibit
No. Description
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1. Agreement, dated as of October 2, 1998, between Imperial Credit
Industries, Inc. and U.S. Stock Transfer Corporation (incorporated by
reference to Exhibit 4.1 of the Company's Current Report on Form 8-K,
filed with the Securities and Exchange Commission on October 5, 1998).
2. Text of Press Release relating to the declaration of the Rights dated
October 2, 1998 (incorporated by reference to Exhibit 99.1 of the
Company's Current Report on Form 8-K, filed with the Securities and
Exchange Commission on October 5, 1998).
