-----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, QJdrEgOX1RTaVH64a+8vKN4dCjIg+CxVDTXZG19IB14ddhapUCPoGlJ04ffcNv00 sMK5+y/jCMon8helW3mMwA== 0000914121-99-000195.txt : 19990303 0000914121-99-000195.hdr.sgml : 19990303 ACCESSION NUMBER: 0000914121-99-000195 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990302 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IMPERIAL CREDIT INDUSTRIES INC CENTRAL INDEX KEY: 0000883811 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] IRS NUMBER: 954054791 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-44141 FILM NUMBER: 99555437 BUSINESS ADDRESS: STREET 1: 23550 HAWTHORNE BLVD STREET 2: STE 110 CITY: TORRANCE STATE: CA ZIP: 90505 BUSINESS PHONE: 7145560122 MAIL ADDRESS: STREET 1: 23550 HAWTHORNE BLVD STREET 2: BUILDING ONE SUITE 110 CITY: TORRANCE STATE: CA ZIP: 90505 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IMPERIAL BANCORP CENTRAL INDEX KEY: 0000049899 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 952575576 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 9920 S LA CIENEGA BLVD CITY: INGLEWOOD STATE: CA ZIP: 90301 BUSINESS PHONE: 3104175600 MAIL ADDRESS: STREET 2: PO BOX 92991 CITY: LOS ANGELES STATE: CA ZIP: 90009 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D 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) (AMENDMENT NO. 1)* Imperial Credit Industries, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, no par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 452729106 - -------------------------------------------------------------------------------- (CUSIP Number) Dennis J. Block, Esq. Cadwalader, Wickersham & Taft 100 Maiden Lane New York, NY 10038 (212) 504-6000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 26, 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), Rule 13d-1(f) or Rule 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. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 452729106. SCHEDULE 13D - ------------------- ----------------- CUSIP NO. 452729106 PAGE 2 OF 4 PAGES - ------------------- ----------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Imperial Bank S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 95-2247354 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(A)[ ] (B)[ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION California - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 8,941,106 NUMBER OF -------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 8,941,106 PERSON -------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,941,106 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) BK - -------------------------------------------------------------------------------- SCHEDULE 13D - ------------------- ----------------- CUSIP NO. 452729106 PAGE 3 OF 4 PAGES - ------------------- ----------------- This Amendment No. 1 amends and supplements the Schedule 13D, dated December 17, 1998 (the "Schedule 13D"), filed on behalf of Imperial Bank (the "Reporting Person"), a California banking corporation and wholly owned subsidiary of Imperial Bancorp ("Bancorp"), with respect to the common stock of Imperial Credit Industries, Inc. (the "Issuer"). Except as modified hereby, there has been no change in the information previously reported in the Schedule 13D. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. On February 26, 1999, the Reporting Person and Bancorp entered into the letter agreement (the "Letter Agreement") with Leucadia National Corporation ("Leucadia") filed as an exhibit hereto and incorporated by reference herein. Pursuant to the terms of the Letter Agreement, upon the satisfactory completion of due diligence by Leucadia and the satisfaction of the other conditions set forth in the Letter Agreement, the Reporting Person may sell to Leucadia 8,941,106 shares of the common stock of the Issuer, constituting all of the shares of the common stock of the Issuer owned by the Reporting Person. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Letter Agreement, dated February 19, 1999 and accepted February 26, 1999, among Leucadia National Corporation, Imperial Bancorp and Imperial Bank. SCHEDULE 13D - ------------------- ----------------- CUSIP NO. 452729106 PAGE 4 OF 4 PAGES - ------------------- ----------------- SIGNATURE. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: March 2, 1999 Imperial Bank By: /s/ George L. Graziadio, Jr. ------------------------------ George L. Graziadio, Jr. Chairman EX-99 2 LETTER AGREEMENT February 19, 1999 Mr. Lee E. Mikles Director, Imperial Bancorp c/o Mikles/Miller Management, Inc. 1801 Century Park East, Suite 460 Los Angeles, California 90067 Dear Lee: Leucadia National Corporation is prepared to purchase the 8,941,106 shares of common stock of Imperial Credit Industries, Inc. ("ICII") held by Imperial Bank (the "Shares") at a price of $9.25 per share (the "Price"), subject to the conditions contained herein (the "Transaction"). Immediately upon receipt by us a copy of this letter signed by you, we will commence a due diligence review of ICII. We will complete such review within 30 days, and will advise you whether we are prepared to proceed with the Transaction. During the review period, you will cooperate with us and assist us by urging ICII to provide full access to the books, records and management of ICII and its subsidiaries. If, on or before the end of the due diligence review period, Leucadia notifies you in writing of its agreement (subject to the conditions set forth below) to purchase the Shares at the Price, Imperial Bank shall pay Leucadia $8,000,000 for Leucadia's time, effort, expenses and lost opportunity costs if Imperial Bank, in its sole discretion exercised at that time, determines not to proceed. Within 48 hours of Leucadia's notice to Imperial Bank of its willingness to purchase the Shares, Imperial Bank shall notify Leucadia in writing of Imperial Bank's decision to proceed with the Transaction or to pay the $8,000,000. Failure to notify Leucadia within this 48 hour period (unless such period is extended in writing by Leucadia) shall be deemed to be notice by Imperial Bank of its determination not to proceed and to pay Leucadia the $8,000,000. Payment of the $8,000,000 shall be made within 48 hours of Imperial Bank's notice to Leucadia (whether actual or deemed), by wire transfer of immediately available funds to an account to be designated by Leucadia. The parties hereto acknowledge and agree that this letter agreement does not constitute an agreement to purchase or sell the Shares at the Price, which agreement will occur only if Imperial Bank determines to proceed with the Transaction. Such agreement shall be memorialized in a stock purchase agreement to be negotiated in good faith by the parties that will contain representations and warranties as to Imperial Bank's ownership of the Shares, free and clear of all liens, due authorization and enforceability of the stock purchase agreement and Imperial Bank's or Imperial Bancorp's lack of knowledge as to any material omissions or misstatements in the public disclosures of ICII, as well as closing conditions. It is also expressly understood that consummation of the Transaction shall be conditioned upon receipt of all required regulatory approvals. It should be noted that Leucadia is relying on statements set forth in ICII's SEC filings regarding Southern Pacific Bank's exemption from regulation under the Bank Holding Company Act. In addition, Leucadia will agree in the stock purchase agreement that if during the twenty-four month period following the purchase of the Shares: (i) Leucadia purchases publicly-held shares of ICII through a tender offer or merger transaction, or (ii) Leucadia agrees to sell the Shares to an unrelated third party, then Leucadia will make an additional payment to Imperial Bank for each of the Shares in an amount equal to 20% of the excess, if any, of the price per-share paid or received for the ICII shares in such subsequent transaction over $9.25. The parties to this agreement will keep the matters described herein confidential, except as required by law. Leucadia and Imperial Bank agree that irreparable damage would occur in the event that any provisions of this letter agreement are not performed in accordance with their specific terms or were otherwise breached. It is therefore agreed that the parties will be entitled to an injunction or injunctions to prevent breaches of this letter agreement and to enforce specifically the terms and provisions of this letter agreement in addition to any other remedy at law or in equity. This agreement shall be governed under the laws of the State of New York. Please indicate your acceptance of this offer by signing and returning a copy of this letter to me. Should you have questions or comments, please feel free to contact me at (212) 460-1985; fax: (212) 598-3241. Thank you. /s/ Lawrence S. Hershfield Lawrence S. Hershfield President, Leucadia International Corporation AGREED AND ACCEPTED: For Leucadia National Corporation: For Imperial Bank and Imperial Bancorp, as guarantor of the obligations of Imperial Bank: /s/ Joseph A. Orlando /s/ George L. Graziadio, Jr. - --------------------------------- --------------------------------- Name: Joseph A. Orlando Name: George L. Graziadio, Jr. Title: VP Title: Chairman Date: 2/26/99 Date: -----END PRIVACY-ENHANCED MESSAGE-----