<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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)
May 8, 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 7 Pages
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SCHEDULE 13D
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CUSIP NO. 45272T 10 2 PAGE 2 OF 7 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
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SOURCE OF FUNDS*
4
WC, PF, OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
CALIFORNIA
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SOLE VOTING POWER
7
NUMBER OF
3,070,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 3,070,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,070,000
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
10.8%
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TYPE OF REPORTING PERSON*
14
CO
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*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.
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This Amendment No. 1 amends and supplements the statement on Schedule 13D,
dated October 22, 1997, 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 1. Security and Issuer
This statement relates to the common stock, par value $.0001 per share (the
"Common Stock"), of 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. Imperial Credit is a
diversified financial services company that, together with its affiliates, is
primarily engaged in origination, acquisition, management, securitization and
resolution of various types of loans and leases, and in asset management and
investment banking 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 December 11, 1997, Imperial Credit purchased 100,000 additional shares
of Common Stock in open market transactions for an aggregate price of $15.00 per
share, or $1,500,000 in the aggregate. The funds used to make these purchases
were obtained from the working capital of Imperial Credit.
It is currently contemplated that the funds necessary for the proposed
transaction described in Item 4 hereof, currently estimated at approximately
$280 million, would be internally generated funds of Imperial Credit and its
subsidiaries.
Item 4. Purpose of Transaction
The 100,000 shares of Common Stock purchased by Imperial Credit in December
1997 were purchased for investment.
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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. A copy of the press release issued by Imperial Credit
relating to this proposal on May 12, is attached as Exhibit 1 to this Amendment
No. 1.
The purpose of the proposed transaction would be to acquire all of the
outstanding Common Stock of the Company not currently owned by Imperial Credit.
Following completion of the transaction, Imperial Credit would determine whether
and to what extent any of the assets of the Company would be sold to
unaffiliated entities. The Company's outstanding Common Stock would be owned
solely by Imperial Credit and/or one or more of its affiliates and would no
longer be publicly traded. Accordingly, registration of the Company's Common
Stock would be terminated pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934.
Item 5. Interest in Securities of the Issuer
(a) As of the date hereof, Imperial Credit beneficially owned
3,070,000 shares of Common Stock, or approximately 10.8% of the 28,500,000
shares of Common Stock outstanding as of the date hereof.
(b) Imperial Credit has sole voting power and sole investment power
with respect to the shares of Common Stock reported as being beneficially owned
by it herein.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
The information set forth in Item 6 of the original Schedule 13D is
incorporated herein by reference.
Item 7. Material Required to be Filed as Exhibits
1. Press release of Imperial Credit, dated May 12, 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: May 12, 1999
IMPERIAL CREDIT INDUSTRIES, INC.
By: /s/Irwin L.Gubman
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Irwin L. Gubman
General Counsel
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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 Cost of Owned
Business Address (if other Number of Shares
Name than as indicated above) Shares Purchased Purchased Number %
---- ----------------------- --------- --------- ------ ---
Directors
---------
<S> <C> <C> <C> <C> <C>
James Clayburn LaForce, Jr. Retired Dean of the Anderson 0 0 0 0
Graduate School of Management,
UCLA
15835 Pauma Valley
Country Club
Pauma Valley, CA 92061
Perry A. Lerner Principal 2,000 $27,90 2,00 0 *
Crown Capital Group, Inc.
(investment firm)
660 Madison Avenue
15th Floor
New York, NY 10021
Robert S. Muchlenbeck Retired Executive Vice 0 0 0 0
President
Imperial Bank
9920 La Cienega Boulevard
14th Floor
Inglewood, CA 90301
Stephen J. Shugerman Vice Chairman 5,000 $69,75 5,00 0 *
Southern Pacific Bank
12300 Wilshire Boulevard
2nd Floor
Los Angeles, CA 90025
Joseph R. Tomkinson Chairman of the Board 0 0 0 0
and Chief Executive Officer
Impac 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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Present Principal Shares Beneficially
Occupation, Citizenship and Cost of Owned
Business Address (if other Number of Shares
Name than as indicated above) Shares Purchased Purchased Number %
---- ----------------------- --------- --------- ------ ---
Directors
---------
<S> <C> <C> <C> <C> <C>
Kevin E. Villani Executive Vice President - 71,684 $999,992 71,684 *
Finance and Director
Irwin L. Gubman General Counsel 3,500 $48,825 3,500 *
and Secretary
Brad Plantiko Executive Vice President - 6,400 $ 58,000 6,400 *
Chief Financial Officer
</TABLE>
* Less than one percent.
<PAGE>
Exhibit 1
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Imperial Credit Industries, Inc.
NEWS RELEASE
IMPERIAL CREDIT INDUSTRIES, INC. PROPOSES
ACQUISITION OF REAL ESTATE INVESTMENT TRUST
FOR IMMEDIATE RELEASE
Torrance, California, May 12, 1999.........................Imperial Credit
Industries, Inc. (Nasdaq-ICII) today announced that it has proposed to the
Board of Directors of Imperial Credit Commercial Mortgage Investment Corp.
(Nasdaq-ICMI) an all cash acquisition of ICMI that would value ICMI at $11 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: "We hope
the independent directors of ICMI will give serious consideration to our
proposal and will agree that it is in the best interest of ICMI's shareholders."
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 Credit 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). Imperial Credit
Industries, Inc., its subsidiaries and affiliates, offer a wide variety of
financial services, investment products, and asset management services.
