-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JHHXAYdWVJeMMNG3yIW8dHxClQnkKm8YbqtsBj8RHwA6fME/1lbAKuafn52PfLv/ KXbJp1AjSZyKSGHsXf1saw== 0000902595-99-000183.txt : 19990908 0000902595-99-000183.hdr.sgml : 19990908 ACCESSION NUMBER: 0000902595-99-000183 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990907 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IMPAC COMMERCIAL HOLDINGS INC CENTRAL INDEX KEY: 0001036615 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 330745075 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-51447 FILM NUMBER: 99707007 BUSINESS ADDRESS: STREET 1: 1301 AVENUE OF AMERICAS STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127986100 MAIL ADDRESS: STREET 1: 1301 AVENUE OF AMERICAS STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: IMH COMMERCIAL HOLDINGS INC DATE OF NAME CHANGE: 19970728 FORMER COMPANY: FORMER CONFORMED NAME: IMPERIAL CREDIT COMMERCIAL HOLDINGS INC DATE OF NAME CHANGE: 19970728 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TCW GROUP INC CENTRAL INDEX KEY: 0000850401 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 865 SOUTH FIGUEROA ST CITY: LOS ANGELES STATE: CA ZIP: 90017 MAIL ADDRESS: STREET 2: 865 SOUTH FIGUEROA STREET CITY: LOS ANGELES STATE: CA ZIP: 90017 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________ SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Impac Commercial Holdings, Inc. (Name of Issuer) Common Stock $0.01 par value (Title of Class of Securities) 44968J 10 6 (CUSIP Number) Daniel K. Osborne Executive Vice President, Chief Operating Officer and Chief Financial Officer Apex Mortgage Capital, Inc. 865 South Figueroa Street, Suite, 1800 Los Angeles, California 90017 (213) 244-0000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 27, 1999 (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 that 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 . Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 14 Pages) 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Apex Mortgage Capital, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ x ] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Maryland NUMBER OF 7 SOLE VOTING POWER 0 SHARES 8 SHARED VOTING POWER BENEFICIALLY 627,300 OWNED BY 9 SOLE DISPOSITIVE POWER 0 EACH REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 627,300 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 627,300 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5% 14 TYPE OF REPORTING PERSON* CO 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) The TCW Group, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ x ] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Nevada NUMBER OF 7 SOLE VOTING POWER 0 SHARES 8 SHARED VOTING POWER BENEFICIALLY 627,300 OWNED BY 9 SOLE DISPOSITIVE POWER 0 EACH REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 627,300 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 627,300 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5% 14 TYPE OF REPORTING PERSON* HC, CO 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Robert A. Day 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ x ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF 7 SOLE VOTING POWER 627,300 SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY 9 SOLE DISPOSITIVE POWER 627,300 EACH REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 627,300 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5% 14 TYPE OF REPORTING PERSON* IN, HC ITEM 1. SECURITY AND ISSUER This Statement relates to the Common Stock, $.01 par value per share ("Common Stock"), of Impac Commercial Holdings, Inc. (the "Issuer"). The address of the principal executive office of the Issuer is 1401 Dove Street, Newport Beach, California 92660. ITEM 2. IDENTITY AND BACKGROUND Apex Mortgage Capital, Inc., a Maryland corporation ("AXM"), is a Real Estate Investment Trust that invests in United States agency and other highly rated, single-family real estate adjustable and fixed rate mortgage related assets. TCW Investment Management Company, a California corporation ("TIMCO"), is a management company that manages the day-to-day operations of AXM. This Statement is filed by AXM, The TCW Group, Inc., a Nevada corporation ("TCWG"), and Robert A. Day, an individual (collectively, the "Reporting Persons"). TCWG is a holding company of entities involved in the principal business of providing investment advice and management services. Each of TCW Asset Management Company, a California corporation ("TAMCO") and TIMCO is a direct wholly owned subsidiary of TCWG. Daniel K. Osborne, an individual, is the Executive Vice President, Chief Operating Officer and Chief Financial Officer of AXM, a Senior Vice President of TIMCO and a Senior Vice President of TAMCO, and, as such, has full management and investment authority with respect to the shares of Common Stock owned of record or beneficially by AXM and TAMCO, including the authority to acquire, dispose of and vote shares of Common Stock owned by them. Mr. Day is the Chairman of the Board and Chief Executive Officer of TCWG. Mr. Day may be deemed to control TCWG, although he disclaims control of, and beneficial ownership of any Common Stock beneficially owned by, TCWG. AXM and TCWG may constitute a "group" within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934 with respect to their beneficial ownership of the shares of Common Stock to which this Statement relates. The address of the principal business and principal office of the Reporting Persons is 865 South Figueroa Street, Suite 1800, Los Angeles, California 90017. The shares of Common Stock to which this Statement relates are owned indirectly by TAMCO (on behalf of certain managed accounts) and directly by AXM and Mr. Osborne (TAMCO, AXM and Mr. Osborne collectively being referred to herein as the "Owners"). The Owners are of the view that they are not acting as a "group" for purposes of Section 13(d) under the Securities Exchange Act of 1934, as amended (the "1934 Act") and that they are not otherwise required to attribute to each other the "beneficial ownership" of securities "beneficially owned" by the others of them within the meaning of Rule 13d-3 promulgated under the 1934 Act, and each of the Owners disclaims control, and beneficial ownership of any Common Stock owned by, the others of them. In addition, TCWG disclaims control of, and beneficial ownership of any Common Stock owned by, Mr. Osborne. The executive officers of AXM are listed below. The principal business address for each such executive officer is 865 South Figueroa Street, Suite 1800, Los Angeles, California 90017. Each such executive officer is a citizen of the United States of America. Philip A. Barach President & Chief Executive Officer Jeffrey E. Gundlach Chief Investment Officer Daniel K. Osborne Executive Vice President, Chief Operating Officer & Chief Financial Officer Joseph J. Galligan Senior Vice President David S. Devito Controller Michael E. Cahill Secretary Philip K. Holl Assistant Secretary Schedule I attached hereto and incorporated herein sets forth with respect to each director of AXM his or her name, residence or business address, citizenship, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. The executive officers of TCWG are listed below. The principal business address for each such executive officer is 865 South Figueroa Street, Suite 1800, Los Angeles, California 90017. Each such executive officer is a citizen of the United States of America. Robert A. Day Chairman of the Board & Chief Executive Officer Ernest O. Ellison Vice Chairman of the Board Marc I. Stern President Alvin R. Albe, Jr. Executive Vice President, Finance & Administration Thomas E. Larkin, Jr. Executive Vice President & Group Managing Director Michael E. Cahill Managing Director, General Counsel & Secretary William C. Sonneborn Managing Director, Chief Financial Officer & Assistant Secretary Schedule II attached hereto and incorporated herein sets forth with respect to each director of TCWG his or her name, residence or business address, citizenship, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. During the last five years, none of the Reporting Persons, nor, with respect to AXM and TCWG, to the best of their knowledge, any of their respective executive officers and directors, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a resultof such proceedings 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 As of the close of business on September 3, 1999, AXM had purchased in the aggregate 249,000 shares of Common Stock for a total consideration of $1,441,320, which amount was obtained from its working capital. As of the close of business on September 3, 1999, TAMCO (on behalf of certain managed accounts) had purchased in the aggregate 366,300 shares of Common Stock for a total consideration of $2,200,448, which amount was obtained from funds under management. As of the close of business on September 3, 1999, Mr. Osborne had purchased in the aggregate 12,000 shares of Common Stock for a total consideration of $51,250, which amount was obtained from his personal funds. ITEM 4. PURPOSE OF TRANSACTIONS On August 5, 1999, the Issuer announced an agreement to merge with and into AMRESCO Capital Trust ("AMCT"), an externally managed Texas real estate investment trust. In such merger, shareholders of the Issuer would receive 0.661 of a share of AMCT for each share of Common Stock (the "Merger Consideration"). AXM believes that the Merger Consideration considerably undervalues the Common Stock to the disadvantage of the Issuer's shareholders. AXM contemplates proposing to the Issuer a merger of the Issuer with AXM on financial terms superior to those contemplated by the proposed merger of the Issuer with and into AMCT. AXM's purpose is to acquire control of the Issuer by offering such superior financial terms. The Reporting Persons also may acquire additional shares of Common Stock in the open market or in privately negotiated transactions, and may take such other actions as they may deem appropriate in order to obtain control of the Issuer. Although the foregoing reflects the current intentions of the Reporting Persons, there can be no assurance that they will make any such proposals, acquire any additional shares of Common Stock or take any other such actions. Each of them and the other entities and individuals referred to herein reserves full discretion to make its or his own investment decisions with respect to the Common Stock owned directly or beneficially by it or him from time to time, including, but not limited to, the timing and amount of purchases and the timing and amount of dispositions of shares of Common Stock. Such decisions will depend on a variety of factors not presently determinable, including, but not limited to, alternative investment opportunities available to them, general economic conditions and monetary, stock market and regulatory conditions. Except as set forth above, none of the Owners or the Reporting Persons has any present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D (although each of them reserves the right to do so). ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) AGGREGATE AMOUNT BENEFICIALLY OWNED AND PERCENT OF CLASS: The aggregate number of shares of Common Stock owned beneficially by the Reporting Persons is 627,300, representing 7.5% of such class of securities. The number of shares of Common Stock owned by each of the Owners is set forth in the table below: TABLE OF OWNERSHIP Direct Number of Shares of Common Owner Stock Owned AXM 249,000 TAMCO (managed accounts) 366,300 Mr. Osborne 12,000 Total: 627,300 (b) NUMBER OF SHARES OF COMMON STOCK AS TO WHICH REPORTING PERSONS HOLD: With respect to AXM and TCWG: (i) Sole power to vote or to direct the vote: 0. (ii) Shared power to vote or to direct the vote: 627,300. (iii) Sole power to dispose or to direct the disposition: 0. (iv) Shared power to dispose or to direct the disposition: 627,300. With respect to Mr. Day: (i) Sole power to vote or to direct the vote: 627,300. (ii) Shared power to vote or to direct the vote: 0. (iii) Sole power to dispose or to direct the disposition: 627,300. (iv) Shared power to dispose or to direct the disposition: 0. (c) TRANSACTIONS IN THE PREVIOUS 60 DAYS: On August 25, 1999, AXM purchased 25,000 shares of Common Stock at $5.737 per share in an open market transaction. On August 26, 1999, AXM purchased 17,000 shares of Common Stock at $5.75 per share in an open market transaction. On August 27, 1999, AXM purchased 7,000 shares of Common Stock at $5.75 per share in an open market transaction. On August 31, 1999, AXM purchased 129,000 shares of Common Stock at $5.746 per share and 71,000 shares of Common Stock at $5.75 per share, in each case in an open market transaction. (d) ANY OTHER PERSON KNOWN TO HAVE THE RIGHT TO RECEIVE OR THE POWER TO DIRECT DIVIDENDS Not applicable. (e) DATE ON WHICH THE REPORTING PERSON CEASED TO BE A BENEFICIAL OWNER OF MORE THAN FIVE PERCENT OF THE CLASS OF SECURITIES: Not applicable. ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1 Joint Filing Statement SIGNATURES 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. September 7, 1999 APEX MORTGAGE CAPITAL, INC. By: /s/ Daniel K. Osborne Name: Daniel K. Osborne Title: Executive Vice President, Chief Operating Officer and Chief Financial Officer THE TCW GROUP, INC. By: /s/ Michael E. Cahill Name: Michael E. Cahill Title: Managing Director, General Counsel & Secretary ROBERT A. DAY By: /s/ Michael E. Cahill Name: Michael E. Cahill Title: Authorized Signatory SCHEDULE I BOARD OF DIRECTORS OF APEX MORTGAGE CAPITAL, INC. All of the following individuals are directors of Apex Mortgage Capital, Inc. Each director is a citizen of the United States of America: PETER G. ALLEN Investment Banker 264 Conway Avenue Los Angeles, CA 90024 JOHN C. ARGUE Attorney Argue Pearson Harbison & Myers 801 South Flower Street Los Angeles, CA 90017 PHILIP A. BARACH President and Chief Executive Officer Apex Mortgage Capital, Inc. 865 South Figueroa Street, Suite 1800 Los Angeles, CA 90017 THE HON. JOHN A. GAVIN Chairman, Gamma Holdings 10263 Century Woods Drive Los Angeles, CA 90067 CARL C. GREGORY, III Chairman and Chief Executive Officer West Capital Financial Services Corp. 5775 Roscoe Court San Diego, CA 92123 JEFFREY E. GUNDLACH Vice Chairman and Chief Investment Officer Apex Mortgage Capital, Inc. 865 South Figueroa Street, Suite 1800 Los Angeles, CA 90017 MARC I. STERN President The TCW Group, Inc. 865 South Figueroa St., Suite 1800 Los Angeles, CA 90017 SCHEDULE II BOARD OF DIRECTORS OF THE TCW GROUP, INC. All of the following individuals are directors of The TCW Group, Inc. Each director is a citizen of the United States of America unless otherwise indicated below: JOHN M. BRYAN Partner Bryan & Edwards 600 Montgomery St., 35th Floor San Francisco, CA 94111 ROBERT A. DAY Chairman of the Board, Chairman and Chief Executive Officer Trust Company of the West 865 South Figueroa St., Suite 1800 Los Angeles, CA 90017 DAMON P. DE LASZLO, ESQ. Managing Director of Harwin Engineers S.A., Chairman & D.P. Advisers Holdings Limited Byron's Chambers A2 Albany, Piccadilly London W1V 9RD - England (Citizen of United Kingdom) WILLIAM C. EDWARDS Partner Bryan & Edwards 3000 Sand Hill Road, Suite 190 Menlo Park, CA 94025 ERNEST O. ELLISON Vice Chairman Trust Company of the West 865 South Figueroa St., Suite 1800 Los Angeles, California 90017 HAROLD R. FRANK Chairman of the Board Applied Magnetics Corporation 6054 LaGoleta Road Goleta, CA 93117 CARLA A. HILLS 1200 19th Street, N.W., Suite 201 Washington, DC 20036 DR. HENRY A. KISSINGER Chairman Kissinger Associates, Inc. 350 Park Ave., 26th Floor New York, NY 10022 THOMAS E. LARKIN, JR. President Trust Company of the West 865 South Figueroa St., Suite 1800 Los Angeles, CA 90017 KENNETH L. LAY Enron Corp. 1400 Smith Street Houston, TX 77002-7369 MICHAEL T. MASIN, ESQ. Vice Chairman GTE Corporation One Stamford Forum Stamford, CT 06904 EDFRED L. SHANNON, JR. Investor/Rancher 1000 S. Fremont Ave. Alhambra, CA 91804 ROBERT G. SIMS Private Investor 11770 Bernardo Plaza Court, Suite 108 San Diego, CA 92128 MARC I. STERN President The TCW Group, Inc. 865 South Figueroa St., Suite 1800 Los Angeles, CA 90017 EXHIBIT 1 JOINT FILING STATEMENT The undersigned acknowledge and agree that the foregoing Statement on Schedule 13D is filed on behalf of each of them and that all subsequent amendments to such Statement on Schedule 13D may be filed on behalf of each of them without the necessity of entering into or filing any additional joint filing statements. The undersigned acknowledge that each of them will be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning each of them, respectively, contained herein and therein, but will not be responsible for the completeness and accuracy of the information concerning the others of them, except to the extent that the undersigned know or have reason to believe that such information is inaccurate. September 7, 1999 APEX MORTGAGE CAPITAL, INC. By: /s/ Daniel K. Osborne Name: Daniel K. Osborne Title: Executive Vice President, Chief Operating Officer and Chief Financial Officer THE TCW GROUP, INC. By: /s/ Michael E. Cahill Name: Michael E. Cahill Title: Managing Director, General Counsel & Secretary ROBERT A. DAY By: /s/ Michael E. Cahill Name: Michael E. Cahill Title: Authorized Signatory -----END PRIVACY-ENHANCED MESSAGE-----