-----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, VDDE7djFpwt0gqOWWTq9vyhwFcMpxy93mlvl49aZciE/sm7hI/yNfnsZn8+Ye9Fi 0fToPmfLK7G7lKqctUJCow== 0000902595-00-000012.txt : 20000204 0000902595-00-000012.hdr.sgml : 20000204 ACCESSION NUMBER: 0000902595-00-000012 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000203 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/A SEC ACT: SEC FILE NUMBER: 005-51447 FILM NUMBER: 522934 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/A 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/A 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) (Amendment No. 5) 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) February 1, 2000 (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 6 Pages) CUSIP No. 44968J 10 6 13 D Page 2 of 6 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 WC 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 627,300 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 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 CUSIP No. 44968J 10 6 13 D Page 3 of 6 Pages 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 627,300 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 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 CUSIP No. 44968J 10 6 13D Page 4 of 6 Pages 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 627,300 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 627,300 10 SHARED DISPOSITIVE POWER 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 Page 5 of 6 AMENDMENT NO. 5 TO SCHEDULE 13D Reference is made to the Schedule 13D originally filed on September 7, 1999, as amended by Amendment No. 1 thereto filed on September 8, 1999, Amendment No. 2 thereto filed on September 23, 1999, Amendment No. 3 thereto filed on October 18, 1999 and Amendment No. 4 thereto filed on December 28, 1999, by Apex Mortgage Capital, Inc., a Maryland corporation ("AXM"), The TCW Group, Inc., a Nevada corporation ("TCWG"), and Robert A. Day, an individual (collectively, the "Reporting Persons"), with respect to the Common Stock, $.01 par value per share ("Common Stock"), of Impac Commercial Holdings, Inc. (the "Issuer"). 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. On September 7, 1999, by letter to the Board of Directors of the Issuer, AXM made a non-binding proposal for a tax-free merger of AXM and the Issuer. Item 4 is amended to add the following: On January 4, 2000, the Issuer announced that the AMCT merger agreement had been terminated. On February 1, 2000, AXM issued a press release, a copy of which is filed herewith as Exhibit 13, indicating that it intends to monitor its investment in the Issuer and remains ready to negotiate with the Issuer toward an acquisition of the Issuer by AXM should the Issuer be willing to do so. Although the foregoing reflects the current intentions of AXM and the other Reporting Persons, there can be no assurance that any of them or any of their affiliates will 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 decision 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 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 7. MATERIAL TO BE FILED AS EXHIBITS Item 7 is amended to add the following additional Exhibit: Exhibit 13 AXM February 1, 2000 Press Release Page 6 of 6 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. February 3, 2000 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 EX-13 2 PRESS RELEASE Apex Mortgage Capital Reports Fourth Quarter Earnings LOS ANGELES, California - February 1, 2000 -- Apex Mortgage Capital, Inc. (NYSE: AXM) today reported net income for the quarter ended December 31, 1999 of $2,331,000, or $0.40 per diluted share compared to $2,382,000, or $0.41 per diluted share for the quarter ended December 31, 1998. Net income for the year was $11,112,000, or $1.92 per diluted share compared to $5,547,000, or $0.90 per diluted share for 1998. Commenting on the Company's operating results, Philip A. Barach, Chief Executive Officer, stated, "Fourth quarter net income was fairly consistent with year ago levels. As was the case last year, operating earnings during the fourth quarter were negatively impacted by rising funding costs, primarily in December, in response to year-end pressures in the financial markets. This situation was exacerbated during the 1999 quarter by Y2K concerns and the recent tightening in monetary policy by the Federal Reserve Board. Looking at longer term results, we are pleased to have more than doubled annual net income per share in 1999 as well as having increased the dividend three times during the year." Daniel K. Osborne, Chief Financial Officer, added, "Fourth quarter net income also benefited from capital gains of $0.03 per diluted share, net of expenses. Operating earnings, excluding the impact of capital gains, were $0.38 per diluted share for the quarter. This represents a 12% increase over the $0.34 per share earned in the year-ago quarter. This improvement resulted primarily from increased net interest spreads on our current fixed income portfolio in comparison to the prior year. Looking forward, first quarter earnings may benefit from a decline in net funding costs in comparison to the fourth quarter as year-end pressures have dissipated. However, operating earnings could decline if short-term interest rates were to rise above January 2000 levels." The Company's book value declined to $10.40 per average share, including all off balance sheet hedging transactions, as compared to $10.64 at September 30, 1999. This slight decline is due primarily to a decline in the fair market value of the Company's fixed income and equity investments. This decline was partially offset by an increase in the market value of hedging instruments. Mr. Barach continued, "Interest rates increased significantly during the fourth quarter with U.S. Treasury rates rising as much as 3/4 of one percent. This increase followed a trend of overall rising interest rates throughout 1999. In fact, 1999 has been the 2nd worst year in the bond market as measured by the Lehman Aggregate Bond Index since that index's inception in 1973. In response to this environment, we extended the duration of the Company's hedging instruments in both the third and fourth quarters. These actions significantly mitigated the impact that rising interest rates have had on the value of our portfolio. Subsequent to year-end, we entered into an additional hedging transaction to further combat the negative affects of rising rates. While the portfolio is by no means immune to further interest rate volatility, we generally expect the recent actions taken will lessen the impact of interest rate changes over the near term." Offer for Impac Commercial Holdings On September 8, 1999, the Company submitted an offer to acquire Impac Commercial Holdings, Inc. ("ICH") in a tax-free merger by exchanging 0.60328 shares of its common stock for each ICH share outstanding. At that time, the offer presented ICH shareholders with the opportunity to receive a substantial premium over the market price of the shares as well as a substantial premium over the value to be received in a previously proposed merger with Amresco Capital Trust ("AMCT"). On October 26, 1999, the ICH Board of Directors rejected the Company's offer. On January 4, 2000, ICH announced the termination of their merger agreement with AMCT. Commenting on the acquisition proposal, Mr. Osborne, stated, "As both an ICH shareholder and a bidder for ICH, we are very disappointed the ICH Board of Directors rejected our offer. We are, however, pleased that it does not appear that ICH will be sold to AMCT at a discount to our offer. We have subsequently reiterated our desire to openly negotiate an acquisition of ICH with its Board of Directors. The management of ICH has indicated that they intend to remain an independent company and are not interested in pursuing strategic alternatives at this time. We intend to vigilantly monitor our investment in ICH and remain ready to open negotiations if the situation changes." Apex Mortgage Capital, Inc. is a financial company structured as a real estate investment trust. The Company primarily acquires United States agency securities; other mortgage related securities and mortgage loans. The Company is listed on the New York Stock Exchange under the symbol "AXM." Investors can obtain additional information about the Company on its web site at www.apexreit.com. "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Certain matters discussed in this news release may constitute forward- looking statements within the meaning of the federal securities laws. Actual results and the timing of certain events could differ materially from those projected in or contemplated by these forward-looking statements due to a number of factors, including general economic conditions, overall interest rates, the shape of the yield curve, the availability of suitable mortgage assets, the availability of debt capital, mortgage prepayment rates, the impact of leverage, the effectiveness of hedging and other risk factors outlined in the Company's SEC reports. MEDIA CONTACT: Josh Pekarsky/Adam Weiner Kekst and Company 212-521-4800 INVESTOR CONTACT: Daniel Osborne Chief Financial Officer Apex Mortgage Capital, Inc. 213-244-0461 - Tables to follow - - Apex Mortgage Capital, Inc. Balance Sheets
December 31, 1999 December 31, 1998 Assets (Unaudited) Cash and cash equivalents $ 2,605,000 $ 12,679,000 Fixed income securities available-for-sale, at fair value 701,143,000 829,712,000 Equity securities available-for-sale, at fair value 17,481,000 16,422,000 Accrued interest receivable 6,254,000 5,151,000 Principal payments receivable 3,537,000 937,000 Unrealized gain on forward contracts 3,909,000 - Other assets 816,000 577,000 ---------------- ----------------- $ 735,745,000 $ 865,478,000 ================ ================= Liabilities and Stockholders' Equity Liabilities Reverse repurchase agreements $ 672,660,000 $ 767,908,000 Payable for unsettled securities - 838,000 Accrued interest payable 3,660,000 6,173,000 Dividend payable 2,724,000 1,777,000 Accrued expenses and other liabilities 660,000 752,000 ---------------- ----------------- 679,704,000 777,448,000 ---------------- ----------------- Stockholders' Equity Preferred Stock, par value $0.01 per share; 50,000,000 shares authorized; no shares outstanding Common Stock, par value $0.01 per share; 100,000,000 shares authorized; 6,700,100 shares outstanding 67,000 67,000 Additional paid-in-capital 93,265,000 92,978,000 Accumulated other comprehensive income (loss) (26,513,000) 6,689,000 Accumulated dividend distributions in excess of net income (209,000) (1,135,000) Treasury stock, at cost (947,100 shares) (10,569,000) (10,569,000) ---------------- ----------------- 56,041,000 88,030,000 ---------------- ----------------- $ 735,745,000 $ 865,478,000 ================ ================= Ending Shares Outstanding, net of treasury shares 5,753,000 5,753,000 Book Value Per Share $ 9.74 $ 15.30 Unrealized Gain (Loss) on Off-Balance Sheet Hedging Instruments $ 3,815,000 $ (9,994,000) Book Value Per Share Adjusted for Off-Balance Sheet Hedging Instruments $ 10.40 $ 13.56
Apex Mortgage Capital, Inc. Statements of Operations (Unaudited)
Three Months Ended Twelve Months Ended December 31, December 31, 1999 1998 1999 1998 Interest Income: Fixed income securities $ 12,303,000 $ 13,800,000 $ 52,216,000 $ 41,265,000 Cash and cash equivalents 72,000 82,000 301,000 710,000 ------------- ------------- -------------- ------------- 12,375,000 13,882,000 52,517,000 41,975,000 Interest Expense 10,093,000 11,726,000 42,345,000 36,007,000 Net Interest Income 2,282,000 2,156,000 10,172,000 5,968,000 Net Gain on Investment Transactions 225,000 571,000 1,939,000 1,047,000 Dividend Income 489,000 496,000 2,388,000 636,000 General and Administrative Expenses: Management fee 157,000 154,000 629,000 644,000 Incentive fee 216,000 422,000 1,714,000 619,000 Audit and tax fees 23,000 41,000 73,000 75,000 Insurance expense 67,000 67,000 267,000 267,000 Directors' fees 15,000 15,000 60,000 70,000 Stock option expense 71,000 34,000 288,000 118,000 Other 116,000 108,000 356,000 311,000 ------------ ------------- -------------- ------------- 665,000 841,000 3,387,000 2,104,000 ------------ ------------- -------------- ------------- Net Income $ 2,331,000 $ 2,382,000 $ 11,112,000 $ 5,547,000 ============ ============= ============== ============ Net Income Per Share: Basic $ 0.41 $ 0.41 $ 1.93 $ 0.90 ============ ============= ============== ============ Diluted $ 0.40 $ 0.41 $ 1.92 $ 0.90 ============ ============= ============== ============ Weighted Average Number of Shares Outstanding: Basic 5,753,000 5,761,000 5,753,000 6,190,000 ============ ============= ============== ============ Diluted 5,771,000 5,761,000 5,779,000 6,190,000 ============ ============= ============== ============ Dividends Declared Per Share $ 0.46 $ 0.30 $ 1.72 $ 1.07 ============ ============= ============== ============
Selected Portfolio Data as of December 31, 1999 (Dollars in Thousands) - ---------------------------------------------------------------------- Percent of Fixed Amortized Current Fixed Income Portfolio by Security Type Par Amount Income Cost Basis Coupon Portfolio - ------------------------------------------------------------------------------------------------------ 15 Year Agency/AAA Pass-throughs $167,717 23.0% 100.49% 6.50% 20 Year Agency Pass-throughs 251,819 34.5% 100.46% 6.50% 30 Year Agency/AAA Pass-throughs 31,424 4.3% 101.36% 6.99% AAA CMOs 237,202 32.5% 99.76% 6.81% Total Fixed Rate Holdings 688,162 94.2% 100.26% 6.63% Other Fixed Income Securities 10,400 1.4% 69.38% 13.90% ARMS 31,923 4.4% 101.73% 6.62% Total Mortgage Securities $730,485 100.00% 99.89% 6.70%
Average Notional Rate Fixed Interest Rate Swap Agreements Amount Received Rate Paid - ------------------------------------------------------------------------------------------------------- (Ranging in term from 1.4 to 2.4 years) $390,129 One Month 5.87% LIBOR
Average Maturity of Notional Underlying Forward Contracts to Sell U.S. Treasury Notes Amount Securities - ------------------------------------------------------------------------------------------------------- At December 31, 1999 $335,000 3.4 Years Entered into after December 31, 1999 $100,000 4.1 Years
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