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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Imperial Credit Commercial Mortgage Investment Corp.
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(Name of Issuer)
Common Stock, par value $.0001 per share
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(Title of Class of Securities)
45272T 10 2
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(CUSIP Number)
Irwin L. Gubman, Esq.
General Counsel
Imperial Credit Industries, Inc.
23550 Hawthorne Blvd.
Bldg. #1, Suite 240
Torrance, CA 90505
(310) 791-8040
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 11, 1999
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(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 13d-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.
Page 1 of 2 Pages
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This Amendment No. 2 amends and supplements Items 4 and 7 of the statement
on Schedule 13D, dated May 8, 1999, filed by Imperial Credit Industries, Inc., a
California corporation ("Imperial Credit"), relating to the shares of Common
Stock of Imperial Credit Commercial Mortgage Investment Corp., a Maryland
corporation (the "Company"). Capitalized terms used but not defined herein have
the same meanings as described to such terms in the initial filing.
Item 4. Purpose of Transaction
On May 8, 1999, Imperial Credit proposed to the Board of Directors of the
Company an all cash acquisition of the Company that would value the Company at
$11.00 per share. Imperial Credit has now increased its May 8 all cash
acquisition offer to a price that would value the Company at $11.50 per share. A
copy of the press release issued by Imperial Credit relating to this proposal on
June 11, 1999 is attached as Exhibit 1 to this Amendment No. 2.
Item 7. Material Required to be Filed as Exhibits
1. Press release of Imperial Credit, dated June 11, 1999.
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: June 11, 1999
IMPERIAL CREDIT INDUSTRIES, INC.
By: /s/Irwin L. Gubman
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Irwin L. Gubman
General Counsel
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EXHIBIT NO. 1
NEWS RELEASE
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IMPERIAL CREDIT INDUSTRIES, INC.
REVISES REIT ACQUISITION PROPOSAL
FOR IMMEDIATE RELEASE
TORRANCE, CA., June 11, 1999/PRNewswire/--Imperial Credit Industries, Inc.
(NASDAQ-ICII - news) today announced that it has proposed to the Board of
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Directors of Imperial Credit Commercial Mortgage Investment Corp. (Nasdaq: ICMI
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- - news) a revised all cash acquisition of ICMI that would value ICMI at $11.50
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per share. ICMI is a commercial mortgage real estate investment trust that has
28,500,000 shares outstanding and total assets of approximately $757 million.
H. Wayne Snavely, Chairman of the Board of both ICII and ICMI stated: "The
independent directors of ICMI did not act on our earlier proposal. With this
enhanced offer, we trust they will give serious consideration to our proposal
and will agree that it is in the best interest of ICMI's shareholders. We also
continue to urge the Board of ICMI to conduct an open bidding process to ensure
that shareholders receive the highest cash value."
ICII is being advised by Friedman, Billings and Ramsey. ICII sponsored ICMI,
which it took public in October 1997. It currently owns 10.8% of ICMI's
outstanding common stock and 100% of the company that manages ICMI's assets.
Imperial Credit Industries, Inc., a diversified financial services holding
company, was formed in 1991 and is headquartered in Torrance, California. The
Company's major business activities are conducted through its five wholly owned
subsidiaries: Southern Pacific Bank, Imperial Business Credit, Inc., Imperial
Credit Advisors, Inc., Imperial Commercial Asset Management Corporation, and
Statewide Documentation, Inc. The Company's majority owned subsidiary is
Imperial Capital Group, LLC (approximately 60% ownership). The Company's
significant equity investment is Franchise Mortgage Acceptance Company (38.3%
ownership) (Nasdaq: FMAX - news). Imperial Credit Industries, Inc., its
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subsidiaries and affiliates, offer a wide variety of financial services,
investment products, and asset management services.
For further information contact:
Imperial Credit Industries, Inc. Friedman, Billings & Ramsey
Kevin E. Villani Merrill Ross
(310) 791-8027 (703) 312-9769
