SC 13E3 1 z41266sc13e3.txt SCHEDULE 13E-3 1 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C 20549 ------------------------ SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------ IMPAC COMMERCIAL HOLDINGS, INC. (NAME OF THE ISSUER) IMPAC COMMERCIAL HOLDINGS, INC. (NAME OF PERSON(S) FILING STATEMENT) COMMON STOCK, PAR VALUE $0.01 PER SHARE (TITLE OF CLASS OF SECURITIES) 45254R 10 8 (CUSIP NUMBER OF CLASS OF SECURITIES) ------------------------ RANDAL A. NARDONE IMPAC COMMERCIAL HOLDINGS, INC. C/O FIC MANAGEMENT INC. 1301 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10019 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT) ------------------------ COPY TO: J. GREGORY MILMOE, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP FOUR TIMES SQUARE NEW YORK, NEW YORK 10036 TELEPHONE: (212) 735-3000 TELECOPIER: (212) 735-2000 This statement is filed in connection with (check the appropriate box): a. [ ] The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. b. [ ] The filing of a registration statement under the Securities Act of 1933. c. [X] A tender offer. d. [ ] None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: [ ] CALCULATION OF FILING FEE
------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------- TRANSACTION VALUATION* AMOUNT OF FILING FEE ------------------------------------------------------------------------------------------------------- $41,410,066 $8,282 ------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------
* Determined by multiplying 8,000,812 (but not including the number of outstanding shares of common stock of Impac Commercial Holdings, Inc. owned by Fortress Investment Corp.) by $7.55 per share. [X] Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a) (2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $8,282 Filing Party: Fortress Impac Acquisition Corp. and its affiliates Form or Registration No.: TO-T/13E-3/13D/A Date Filed: October 13, 2000
-------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 2 INTRODUCTION This Rule 13e-3 Transaction Statement on Schedule l3E-3 (this "Schedule 13E-3") is being filed by Impac Commercial Holdings, Inc., a Maryland corporation (the "Company" or "Impac"), pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended, and Rule 13e-3 thereunder, in connection with the tender offer by Fortress Impac Acquisition Corp., a Maryland corporation ("Purchaser"), a wholly owned subsidiary of Fortress Investment Corp., a Maryland corporation, to purchase any and all of the outstanding shares of common stock, par value $0.01 per share (the "Shares"), of the Company for $7.55 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 13, 2000 (the "Offer to Purchase") and the related Letter of Transmittal (which together constitute the "Offer"). In response to the Offer, the Company filed a Solicitation/Recommendation Statement on Schedule 14D-9, dated October 13, 2000 (the "Schedule 14D-9" ). Pursuant to General Instruction F to Schedule 13E-3, except as otherwise set forth below, information contained in the Schedule 14D-9 is expressly incorporated by reference in response to the items of this Schedule 13E-3; information contained in the Tender Offer Statement on Schedule TO (the "Schedule TO") filed by Purchaser with the Securities and Exchange Commission on October 13, 2000 is specifically referenced below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Offer to Purchase. ITEM 4. TERMS OF THE TRANSACTION. (c) None. (e) None. (f) Not applicable. ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION. (c) Impac, as the subject company, will be responsible for paying all expenses related to its role in the Offer. The following table presents the estimated fees and expenses to be incurred in connection with the Offer and the Merger: Investment Banker Fees...................................... $ 625,000 Skadden Arps................................................ $ 250,000 Willkie Farr & Gallagher.................................... $ 150,000 Depositary.................................................. $ 9,000 Printing and Mailing........................................ $ 75,000 Information and Agent Fees.................................. $ 12,000 Miscellaneous............................................... $ 225,000 ---------- Total............................................. $1,346,000 ==========
ITEM 16. MATERIAL TO BE FILED AS EXHIBITS. (a)(l) Offer to Purchase, dated October 13, 2000 (incorporated herein by reference to Exhibit (a)(1) to the Schedule TO). (a)(2) Reference is made to the Schedule 14D-9 filed by Impac Commercial Holdings, Inc. on October 13, 2000 to the extent incorporated by reference in the Offer to Purchase. (a)(3) Materials presented by Bear Stearns to the Independent Committee on October 5, 2000 as described in the Schedule 14D-9.* --------------- * To be filed by amendment. 2 3 SIGNATURE After due inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. IMPAC COMMERCIAL HOLDINGS, INC. By: /s/ RANDAL A. NARDONE ------------------------------------ Name: Randal A. Nardone Title: Secretary and Chief Operating Officer Dated: October 13, 2000 3 4 EXHIBIT INDEX
EXHIBIT NO. ------- (a)(l) Offer to Purchase, dated October 13, 2000 (incorporated herein by reference to Exhibit (a)(1) to the Schedule TO). (a)(2) Reference is made to the Schedule 14D-9 filed by Impac Commercial Holdings, Inc. on October 13, 2000 to the extent incorporated by reference in the Offer to Purchase. (a)(3) Materials presented by Bear Stearns to the Independent Committee on October 5, 2000 as described in the Schedule 14D-9.*
--------------- * To be filed by amendment.