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Previous: STRUCTURED ASSET MORTGAGE INVESTMENTS INC, 8-K, 2000-11-21 |
Next: TREEV INC, SC 13D/A, 2000-11-21 |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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(e), 13d-1(f) or 13d-1(g), check the following box /X/.
| CUSIP NO 452729106 | 13D | PAGE 2 | OF | 5 PAGES |
| 1 | NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Wallace R. Weitz & Company 47-0654095
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(a) [ ]
(b) [X]
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions) |
OO Funds of investment advisory clients
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
[ ]
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
State of Nebraska
| 7 | SOLE VOTING POWER 7,410,400 | |||
| NUMBER OF | ||||
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|
||||
| SHARES | 8 | SHARED VOTING POWER None | ||
| BENEFICIALLY | ||||
|
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||||
| OWNED BY EACH | 9 | SOLE DISPOSITIVE POWER 7,410,400 | ||
| REPORTING | ||||
|
|
||||
| PERSON | 10 | SHARED DISPOSITIVE POWER None | ||
| WITH | ||||
|
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||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
7,410,400
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
[ ]
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
23.1%
| 14 | TYPE OF REPORTING PERSON (See Instructions) |
IA
| CUSIP NO 452729106 | 13D | PAGE 3 | OF | 5 PAGES |
| 1 | NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Weitz Series Fund, Inc.- Value Fund 47-0692800
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(a)[ ]
(b)[X]
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions) |
OO Funds of investment company shareholders
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
[ ]
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
State of Minnesota
| 7 | SOLE VOTING POWER None | |||
| NUMBER OF | ||||
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|
||||
| SHARES | 8 | SHARED VOTING POWER 2,835,500 | ||
| BENEFICIALLY | ||||
|
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| OWNED BY EACH | 9 | SOLE DISPOSITIVE POWER None | ||
| REPORTING | ||||
|
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||||
| PERSON | 10 | SHARED DISPOSITIVE POWER 2,835,500 | ||
| WITH | ||||
|
|
||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
2,835,500
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
[ ]
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
8.8%
| 14 | TYPE OF REPORTING PERSON (See Instructions) |
IV
| CUSIP NO 452729106 | 13D | PAGE 4 | OF | 5 PAGES |
| 1 | NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Weitz Series Fund, Inc.- Hickory Fund 47-0761568
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(a)[ ]
(b)[X]
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions) |
OO Funds of investment company shareholders
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
[ ]
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
State of Minnesota
| 7 | SOLE VOTING POWER None | |||
| NUMBER OF | ||||
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||||
| SHARES | 8 | SHARED VOTING POWER 3,703,300 | ||
| BENEFICIALLY | ||||
|
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| OWNED BY EACH | 9 | SOLE DISPOSITIVE POWER None | ||
| REPORTING | ||||
|
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| PERSON | 10 | SHARED DISPOSITIVE POWER 3,703,300 | ||
| WITH | ||||
|
|
||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
3,703,300
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
[ ]
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
11.5%
| 14 | TYPE OF REPORTING PERSON (See Instructions) |
IV
| CUSIP NO 452729106 | 13D | PAGE 5 | OF | 5 PAGES |
| 1 | NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Wallace R. Weitz
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(a)[ ]
(b)[X]
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions) |
None
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
[ ]
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
Citizen of United States of America
| 7 | SOLE VOTING POWER None | |||
| NUMBER OF | ||||
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|
||||
| SHARES | 8 | SHARED VOTING POWER 7,410,400 | ||
| BENEFICIALLY | ||||
|
|
||||
| OWNED BY EACH | 9 | SOLE DISPOSITIVE POWER None | ||
| REPORTING | ||||
|
|
||||
| PERSON | 10 | SHARED DISPOSITIVE POWER 7,410,400 | ||
| WITH | ||||
|
|
||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
[ ]
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
23.1%
| 14 | TYPE OF REPORTING PERSON (See Instructions) |
IN
Item 1. SECURITY AND ISSUER
The class of equity securities to which this statement relates is the common stock (the “Securities”) of Imperial Credit Industries, Inc. (the “Issuer”). The Issuer’s principal executive offices are located at 23550 Hawthorne Boulevard, Suite 110, Torrance, California 90505.
Item 2. IDENTITY AND BACKGROUND
Wallace R. Weitz & Company (“Weitz & Co.”), a Nebraska corporation, is an investment adviser registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended. Weitz & Co. provides investment advice to certain investment limited partnerships, individual advisory accounts and registered investment companies. Weitz Series Fund, Inc., is a registered investment company organized as a Minnesota corporation and having four individual series, including the Value Fund (“ Value Fund”) and the Hickory Fund (“Hickory Fund”). Weitz Partners, Inc. is a registered investment company organized as a Nebraska corporation and having one series, the Partners Value Fund (“Partners Value Fund”). The principal office of Weitz & Co., Value Fund, Hickory Fund and Partners Value Fund is One Pacific Place, 1125 South 103rd Street, Suite 600, Omaha, Nebraska 68124.
The Securities to which this statement relates were acquired on behalf of investment advisory clients of Weitz & Co., including Value Fund, Hickory Fund and Partners Value Fund under sole discretionary authority granted to Weitz & Co by such advisory clients. None of the Securities are owned by or on behalf of Weitz & Co. or by any officer or director of Weitz & Co. or by any of the officers or directors of Value Fund, Hickory Fund or Partners Value Fund. Weitz & Co. may, however, from time to time own shares of the Value Fund, the Hickory Fund or the Partners Value Fund.
This statement is also being filed by Wallace R. Weitz, President and sole owner of Weitz & Co., in the event he could be deemed to be an indirect beneficial owner of the Securities reported by Weitz & Co. through the exercise of voting control and/or dispositive power over the Securities as a result of his official positions or ownership of the voting securities of Weitz & Co. Neither Weitz & Co. nor Mr. Weitz owns any Securities for its or his own account and each disclaims beneficial interest in any of the Securities reported in the statement.
Weitz & Co., Value Fund, Hickory Fund, Partners Value Fund, and Mr. Weitz are referred to collectively in this statement as the “Reporting Persons”.
During the past five years none of the Reporting Persons has been convicted in a criminal proceeding or been a party to a civil proceeding of a judicial or administrative body involving any alleged violations of any securities laws.
Schedule I which is attached to this statement and incorporated herein sets forth the names, business addresses and principal occupations of each director and officer of Weitz & Co. and each director and officer of Weitz Series Fund, Inc. and Weitz Partners, Inc.
6
Item 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Persons used approximately $94,715,548 in the aggregate to purchase the Securities reported on this statement. Such consideration came from the assets of the advisory clients and not the assets of Weitz & Co. None of the funds used to purchase the Securities were borrowed funds.
Item 4. PURPOSE OF TRANSACTION
The Securities reported in this statement were acquired in the ordinary course of business by Weitz & Co. on behalf of its investment advisory clients for investment purposes with the goal of capital appreciation. The Securities are reported by Weitz & Co. and Mr. Weitz, President of Weitz & Co. in the event that either should be deemed to be a member of a group under Section 13(d)(3) or the beneficial owner of the Securities under the provisions of subparagraph (b) of Rule 13d-3 under the Securities Exchange Act of 1934. Beneficial ownership by Weitz & Co. and Mr. Weitz as members of a group or as beneficial owners is expressly disclaimed, as permitted by Rule 13d-4. Weitz & Co. may from time to time acquire additional Securities on behalf of advisory clients or dispose of all or a portion of the current holdings of Securities.
Weitz & Co. is engaged in the business of investment management and pursues an investment philosophy of identifying undervalued situations and acquiring positions in undervalued companies on behalf of its advisory clients. In pursuing this investment philosophy, Weitz & Co. analyzes the operations, capital structure and markets of companies in which its clients invest and continuously monitors the business operations of such companies through analysis of financial statements and other public documents, through discussion with knowledgeable industry observers, and with management of such companies, often at management’s invitation.
Weitz & Co., as an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 may elect to file securities ownership reports required by the Securities and Exchange Act of 1934 on Schedule 13G. Weitz & Co. routinely uses Schedule 13G to report its beneficial ownership of securities purchased for its advisory clients. As a result of investment analysis and the occurrence of events, Weitz & Co. may desire to participate in discussions with management of a particular company or with third parties about significant matters in which Weitz & Co. may suggest possible courses of action to assist in building corporate intrinsic value per share or to cause a company’s true economic value to be recognized. In such situations Weitz & Co. may elect to convert a filing on Schedule 13G to a filing on Schedule 13D in order to be more freely involved with management and to enter into discussions with third parties concerning possible strategic alternatives.
To obtain the necessary flexibility to have such discussions with management, other shareholders and third parties, Weitz & Co. is converting its ownership filing on Schedule 13G to a filing on Schedule 13D. Depending on such discussions and consideration of strategic alternatives, Weitz & Co. could support one or more of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
7
Item 5. INTEREST IN SECURITIES OF THE ISSUER
| (a) | The aggregate number of Securities owned beneficially by Weitz & Co. is 7,410,400 shares of common stock representing 23.1% of such Securities. The aggregate number of shares of common stock owned of record by the Value Fund is 2,835,500 representing 8.8% of such Securities. The aggregate number of shares of common stock owned of record by the Hickory Fund is 3,703,300 representing 11.5% of such Securities. | |
| (b) | Weitz & Co. has the sole power to vote or direct the vote of the Securities and the sole power to dispose of or direct the disposition of the Securities. | |
| (c) | Weitz & Co., on behalf of an advisory client, executed the following sales of shares of the Securities on the following dates: |
| Date | Number of Shares | Price per Share | ||||||||
| 9/18/00 | 75,000 | 1.51 | ||||||||
| 9/19/00 | 200,000 | 1.53 | ||||||||
| 9/20/00 | 45,000 | 1.54 | ||||||||
| 9/21/00 | 128,000 | 1.57 | ||||||||
| 9/22/00 | 40,900 | 1.88 | ||||||||
| 9/28/00 | 16,100 | 1.55 | ||||||||
| 9/29/00 | 78,800 | 1.63 | ||||||||
| 10/2/00 | 15,500 | 1.67 | ||||||||
| 10/5/00 | 2,200 | 1.53 | ||||||||
| 10/6/00 | 5,000 | 1.56 | ||||||||
| 10/10/00 | 89,300 | 1.44 | ||||||||
| 10/11/00 | 20,000 | 1.50 | ||||||||
| 10/12/00 | 2,000 | 1.50 | ||||||||
| 10/17/00 | 400,000 | 0.99 | ||||||||
| (d) | Weitz & Co.’s advisory clients have the sole right to receive and, subject to notice, to withdraw the proceeds from the sale of the Securities, and the sole power to direct the receipt of dividends from the Securities held for their accounts. Investment advisory clients may also terminate the investment advisory agreements without penalty upon appropriate notice. Weitz & Co. does not have an economic interest in any of the Securities reported in this statement. | |
| (e) | Not applicable. |
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT
TO SECURITIES OF THE ISSUER
As discussed above, Weitz & Co. has written investment advisory contracts with each of its clients who own the Securities of the Issuer. Such contracts provide Weitz & Co. investment authority over all securities purchased for the individual accounts. There are no special arrangements with
8
respect to the Securities of the Issuer. Weitz & Co. has voting authority with respect to the securities owned of record by its advisory clients.
Item 7. MATERIAL TO BE FILED AS AN EXHIBIT
Schedule I. Information Concerning the Officers and Directors of Weitz & Co., Value Fund, Hickory Fund and Partners Value Fund.
9
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.
| Dated: | November 17, 2000 |
| WALLACE R. WEITZ & COMPANY |
| By: /s/ Wallace R. Weitz Name: Wallace R. Weitz Title: President |
| WEITZ SERIES FUND, INC.-VALUE FUND and HICKORY FUND |
| By: /s/ Mary K. Beerling Name: Mary K. Beerling Title: Vice President |
| WEITZ PARTNERS, INC.-PARTNERS VALUE FUND |
| By: /s/ Mary K. Beerling Name: Mary K. Beerling Title: Vice President |
| WALLACE R. WEITZ (Individually) |
| /s/ Wallace R. Weitz |
10
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of this Schedule 13D with respect to the Securities of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13D. In evidence thereof, the undersigned hereby execute this agreement as of the 17th day of November, 2000.
| WALLACE R. WEITZ & COMPANY |
| By: /s/ Wallace R. Weitz Name: Wallace R. Weitz Title: President |
| WEITZ SERIES FUND, INC.-VALUE FUND and HICKORY FUND |
| By: /s/ Mary K. Beerling Name: Mary K. Beerling Title: Vice-President |
| WEITZ PARTNERS, INC.-PARTNERS VALUE FUND |
| By: /s/ Mary K. Beerling Name: Mary K. Beerling Title: Vice President |
| WALLACE R. WEITZ (Individually) |
| /s/ Wallace R. Weitz |
11
All of the following individuals are Officers and Directors of Wallace R. Weitz & Company. Each Officer and Director is a citizen of the United States of America:
| Wallace R. Weitz | Linda L. Lawson | |
| President | Vice President | |
| 1125 S. 103rd St., Ste. 600 | 1125 S. 103rd St., Ste. 600 | |
| Omaha, NE 68124-6008 | Omaha, NE 68124-6008 | |
| Barbara V. Weitz | Mary K. Beerling | |
| Professor, University of Nebraska at Omaha | Vice President | |
| 6001 Dodge St., Annex 40 | 1125 S. 103rd St., Ste. 600 | |
| Omaha, NE 68182 | Omaha, NE 68124-6008 | |
| Richard F. Lawson | ||
| Vice President | ||
| 1125 S. 103rd St., Ste. 600 | ||
| Omaha, NE 68124-6008 |
All of the following individuals are Officers of Weitz Series Fund, Inc.—Value Fund and Hickory Fund and Weitz Partners, Inc.—Partners Value Fund. Each Officer is a citizen of the United States of America:
| Wallace R. Weitz |
| President |
| 1125 S. 103rd St., Ste. 600 |
| Omaha, NE 68124-6008 |
| Richard F. Lawson |
| Vice President |
| 1125 S. 103rd St., Ste. 600 |
| Omaha, NE 68124-6008 |
| Linda L. Lawson |
| Vice President |
| 1125 S. 103rd St., Ste. 600 |
| Omaha, NE 68124-6008 |
| Mary K. Beerling |
| Vice President |
| 1125 S. 103rd St., Ste. 600 |
| Omaha, NE 68124-6008 |
12
All of the following individuals are Directors of Weitz Series Fund, Inc.—Value Fund and Hickory Fund and Weitz Partners, Inc.—Partners Value Fund. Each Director is a citizen of the United States of America:
| Wallace R. Weitz | Mr. Richard D. Holland | |
| President | Retired | |
| 1125 S. 103rd St., Ste. 600 | 1501 S. 80th Street | |
| Omaha, NE 68124-6008 | Omaha, NE 68124 | |
| Ms. Lorraine Chang | Mr. Thomas R. Pansing | |
| Consultant | Partner | |
| 650 North 56th Street | Gaines Mullen Pansing & Hogan | |
| Omaha, NE 68132 |
10050 Regency Circle Omaha, NE 68114 |
|
| Mr. John W. Hancock | Mr. Del Toebben | |
| Partner | Retired | |
| Hancock & Dana | 7520 Oakwood Street | |
| 12829 West Dodge Rd., Ste. 100 | Ralston, NE 68127 | |
| Omaha, NE 68124 |
To the knowledge of management of Wallace R. Weitz & Company, during the last five years, no such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and no such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he or she 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 law or finding any violation with respect to such laws.
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