SC 13E3/A 1 0001.txt SCHEDULE 13E3 AMENDMENT NO. 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 (AMENDMENT NO. 1) --------------- 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: |_| ------------------------------------------------------------------------------ INTRODUCTION This Amendment No. 1 to the Rule 13e-3 Transaction Statement on Schedule l3E-3 filed October 13, 2000 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 and 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" ). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Offer to Purchase. 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. --------------------- * Previously filed. 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 27, 2000 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. ----------------------- * Previously filed.