-----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, GTrglUsIAdmspp61dnK1ETKhDrUNXxiFhol3wAsp0EQcQOy1gKLxCrB1PIHYzPgR YZIYy8HDVbnBolD3qZZz0Q== 0001193125-03-009589.txt : 20030612 0001193125-03-009589.hdr.sgml : 20030612 20030612144157 ACCESSION NUMBER: 0001193125-03-009589 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030611 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030612 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMPAC MORTGAGE HOLDINGS INC CENTRAL INDEX KEY: 0001000298 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 330675505 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14100 FILM NUMBER: 03742056 BUSINESS ADDRESS: STREET 1: 1401 DOVE STREET CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 9494753600 MAIL ADDRESS: STREET 1: 1401 DOVE STREET CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FORMER COMPANY: FORMER CONFORMED NAME: IMPERIAL CREDIT MORTGAGE HOLDINGS INC DATE OF NAME CHANGE: 19950911 8-K 1 d8k.htm FORM 8-K Form 8-K

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

Current Report

Pursuant To Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): June 11, 2003

 

 

 

IMPAC MORTGAGE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Maryland   1-14100   33-0675505

(State or Other

Jurisdiction of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

1401 Dove Street

Newport Beach, CA 92660

(Address of principal executive offices including zip code)

 

(949) 475-3600

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 


 

 

 


ITEM 5. Other Events

 

On June 11, 2003, the Common Stock of Impac Mortgage Holdings, Inc. began trading on the New York Stock Exchange under the symbol “IMH”. Reference is made to the press release dated June 2, 2003, the text of which is attached hereto as Exhibit 99.1. The title and first paragraph of the press release is filed and incorporated by reference herein.

 

In connection with the Equity Distribution Agreement, dated May 5, 2003, between Impac Mortgage Holdings, Inc. (the “Company”) and UBS Securities LLC (formerly UBS Warburg LLC), on June 10, 2003, the Company and UBS Securities LLC entered into a letter agreement reflecting that the Company’s Common Stock will be listed on the New York Stock Exchange.


ITEM 7. Exhibits

 

(c) Exhibits

 

1.1    Letter Agreement to Equity Distribution Agreement, dated June 10, 2003, between Impac Mortgage Holdings, Inc. and UBS Securities LLC.
99.1   

Press Release dated June 2, 2003


SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

IMPAC MORTGAGE HOLDINGS, INC.

By:

 

/s/    RONALD M. MORRISON        


   

Ronald M. Morrison

General Counsel and Secretary

 

Date: June 11, 2003


EXHIBIT INDEX

 

1.1    Letter Agreement to Equity Distribution Agreement, dated June 10, 2003, between Impac Mortgage Holdings, Inc. and UBS Securities LLC.
99.1   

Press Release dated June 2, 2003

EX-1.1 3 dex11.htm LETTER AGREEMENT Letter Agreement

EXHIBIT 1.1

 

IMPAC MORTGAGE HOLDINGS, INC.

 

4,862,965 Shares of Common Stock

(par value $.01 per share)

 

June 10, 2003

 

UBS Securities LLC

299 Park Avenue

New York, New York 10171

 

  Re:   Impac Mortgage Holdings, Inc.

Equity Distribution Agreement

 

Ladies and Gentlemen:

 

Reference is hereby made to the Equity Distribution Agreement, dated May 5, 2003 (the “Distribution Agreement”), between Impac Mortgage Holdings, Inc. (the “Company”) on the one hand, and UBS Securities LLC ( “Manager”) on the other hand, relating to the solicitation of offers to purchase, from time to time, of up to 4,862,965 shares of the Company’s Common Stock, par value $.01 per share (the “Securities”). A copy of the Distribution Agreement is attached hereto.

 

The Company intends to list the Securities on the New York Stock Exchange (“NYSE”). The Company and the Manger hereby agree that, effective as of the date the Securities are officially listed on the NYSE, all references in the Distribution Agreement to “American Stock Exchange” shall be to “New York Stock Exchange” and all references in the Distribution Agreement to “AMEX” shall be to “NYSE”, except for those references found in Section 8(e) of the Distribution Agreement which shall remain unchanged.

 


If the foregoing is in accordance with your understanding, please sign and return to us two counterparts hereof.

 

IMPAC MORTGAGE HOLDINGS, INC.

By:

 

/s/    RICHARD J. JOHNSON        


Name:

  Richard J. Johnson

Title:

  EVP & CFO

 

Accepted as of the date first above written:

 

UBS SECURITIES LLC

By:

 

/s/    JONATHAN P. DEVER        


Name:

  Jonathan P. Dever

Title:

  Executive Director

 

UBS SECURITIES LLC

By:

 

/s/    JORGE SOLARES-PARKHURST        


Name:

  Jorge Solares-Parkhurst

Title:

  Associate Director
EX-99.1 4 dex991.htm PRESS RELEASE DATED JUNE 2, 2003 Press Release dated June 2, 2003

Exhibit 99.1

 

Impac Mortgage Holdings, Inc. to List on the New York Stock Exchange

 

NEWPORT BEACH, Calif., Jun 2, 2003

 

Joseph R. Tomkinson, Chairman and CEO of Impac Mortgage Holdings, Inc. (Amex: IMH) (or the “Company”), a Maryland corporation, being taxed as a Real Estate Investment Trust (“REIT”) today announced that it is transferring its stock listing to the New York Stock Exchange (“NYSE”) from the American Stock Exchange (“AMEX”). The Company’s stock will begin trading on the NYSE under the stock ticker symbol “IMH” on Wednesday, June 11, 2003 (the “Transfer Date”). Concurrent with the NYSE listing, the Company’s shares will be withdrawn from the AMEX. The Company will continue to trade on the AMEX until the Transfer Date.

 

“As a result of our Company’s growth since our initial public offering in 1995, we are pleased to be moving to the New York Stock Exchange,” commented Mr. Joseph R. Tomkinson, Chairman & Chief Executive Officer of Impac Mortgage Holdings, Inc. “We anticipate that the listing on the New York Stock Exchange will increase our visibility, attract new investors, and ultimately lower the Company’s cost of capital while providing additional liquidity for our investors. As a long time customer of the AMEX, we greatly appreciate and acknowledge the support that we have received over the years.”

 

Impac Mortgage Holdings, Inc. is a Mortgage Real Estate Investment Trust (“REIT”), which operates three core businesses: (1) the Long-Term Investment Operations, (2) the Mortgage Operations, and (3) the Warehouse Lending Operations. The Long-Term Investment Operations invests primarily in Alt-A mortgage loans. The Mortgage Operations acquires, originates, sells and securitizes primarily Alt-A mortgage loans, and the Warehouse Lending Operations provides short-term financing to mortgage loan originators. The Company is organized as a REIT for tax purposes, which allows it generally to pass through earnings to stockholders without federal income tax at the corporate level.

 

For additional information please visit our web site at www.impaccompanies.com or for questions or comments, please call Tania Jernigan, VP of Investor Relations at (949) 475-3722 or email tjernigan@impaccompanies.com

-----END PRIVACY-ENHANCED MESSAGE-----