- Amended tender offer statement by Issuer (SC TO-I/A)
June 17 2009 - 1:19PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment No. 1 to
SCHEDULE
TO
(Rule 13e-4)
Tender Offer Statement Under
Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
IMPAC
MORTGAGE HOLDINGS, INC.
(Name of Subject
Company (Issuer) and Filing Person (Offeror))
Series B
Preferred Stock, $0.01 Par Value Per Share
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45254P300
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Series C
Preferred Stock, $0.01 Par Value Per Share
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45254P409
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(Title of Class of Securities)
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(CUSIP Number of Class of Securities)
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Ronald
M. Morrison
General
Counsel
Impac
Mortgage Holdings, Inc.
19500
Jamboree Road
Irvine,
California 92612
(949)
475-3600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications On Behalf of Filing Person)
Copy to:
Katherine
J. Blair, Esq.
K&L
Gates LLP
10100
Santa Monica Boulevard, 7
th
Floor
Los
Angeles, California 90067
(310)
552-5000
CALCULATION
OF REGISTRATION FEE
Transaction
Valuation*
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Amount
of Filing Fee**
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$1,860,776.30
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$109
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* Estimated solely for purposes of calculating the filing
fee based on the sum of (i) the product of (A) the offered purchase
price of $0.29297 per share of Impac Mortgage Holdings, Inc.s 9.375% Series B
Cumulative Redeemable Preferred Stock (Series B Preferred Stock) and (B) 2,000,000
shares of Series B Preferred Stock and (ii) the product of (A) the
offered purchase price of $0.28516 per share of Impac Mortgage Holdings, Inc.s
9.125% Series C Cumulative Redeemable Preferred Stock (Series C
Preferred Stock) and (B) 4,470,600 shares of Series C Preferred
Stock. The number of shares of each series of preferred stock represents the
maximum number of shares of such series of preferred stock that are subject to
the Offer to Purchase and Consent Solicitation.
** The amount of the filing fee, calculated in accordance
with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended,
equals $58.50 per $1,000,000 of the aggregate amount of the Transaction
Valuation (or .00005850 of the aggregate Transaction Valuation). The
Transaction Valuation set forth above was calculated for the sole purpose of
determining the filing fee and should not be used for any other purpose.
x
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Check the box if any
part of the fee is offset as provided by 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.
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Amount
Previously Paid:
$109
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Filing
Party:
Impac
Mortgage Holdings, Inc.
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Form or
Registration No.:
SC
TO-I
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Date
Filed:
May 29,
2009
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o
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Check the box if the
filing relates solely to preliminary communications made before the
commencement of a tender offer.
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Check the
appropriate boxes below to designate any transactions to which the statement
relates:
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o
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third party tender
offer subject to Rule 14d-1.
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x
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issuer tender offer
subject to Rule 13e-4.
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o
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going-private
transaction subject to Rule 13e-3.
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o
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amendment to Schedule
13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting
the results of the tender offer:
o
This Amendment No. 1
(the Amendment) to the Tender Offer Statement on Schedule TO (the Schedule
TO) is filed by Impac Mortgage Holdings, Inc. (the Company), pursuant
to Section 13(e) of the Securities Exchange Act of 1934, as amended,
in connection with its offer to purchase for cash any and all outstanding
shares of 9.375% Series B Cumulative Redeemable Preferred Stock and 9.125%
Series C Cumulative Redeemable Preferred Stock, upon the terms and subject
to the conditions set forth in the Offering Circular dated May 29, 2009,
and in the related Letters of Transmittal, which are Exhibits (a)(1)(B) and
(a)(1)(C)(i) and (a)(1)(C)(ii) to this Schedule TO, respectively.
Capitalized terms used but not defined in this Amendment shall have the
meanings assigned to them in the Offering Circular.
Item 12. Exhibits
Item 12 of the Schedule
TO is hereby amended and supplemented by adding the following exhibit:
(a)(6)
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Press Release dated June 17,
2009.
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SIGNATURE
After due 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: June 17, 2009
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IMPAC
MORTGAGE HOLDINGS, INC.
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By:
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/s/ Ronald M. Morrison
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Name:
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Ronald M. Morrison
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Title:
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Executive Vice
President and Corporate Secretary
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2
Exhibit Index
Exhibit No.
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Description
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(a)(1)(A)*
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Letter
from Joseph R. Tomkinson, Chairman and Chief Executive Officer of Impac
Mortgage Holdings, Inc., to holders of Preferred Stock, dated
May 29, 2009.
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(a)(1)(B)*
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Offering
Circular, dated May 29, 2009.
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(a)(1)(C)(i)*
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Letter
of Transmittal and Consent to the holders of Series B Preferred Stock,
dated May 29, 2009.
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(a)(1)(C)(ii)*
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Letter
of Transmittal and Consent to the holders of Series C Preferred Stock,
dated May 29, 2009.
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(a)(1)(D)*
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Form of
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.
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(a)(1)(E)*
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Form of
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
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(a)(1)(F)*
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Guidelines
for Certification of Taxpayer Identification Number (TIN) on Substitute
Form W-9.
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(a)(1)(G)*
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Form of
Notice of Guaranteed Delivery.
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(a)(2)*
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Exhibit (a)(1)(A) is
incorporated by reference herein.
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(a)(3)
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Not
applicable.
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(a)(4)
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Not
applicable.
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(a)(5)*
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Press
Release.
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(a)(6)**
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Press
Release dated June 17, 2009.
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(b)
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Not
applicable.
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(d)(1)*
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Specimen
Certificate representing the 9.375% Series B Cumulative Redeemable
Preferred Stock (incorporated by reference to Exhibit 4.1 of the
Registrants Form 8-A, filed with the Securities and Exchange Commission
on May 27, 2004).
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(d)(2)*
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Specimen
Certificate representing the 9.125% Series C Cumulative Redeemable
Preferred Stock (incorporated by reference to Exhibit 4.1 of the Registrants
Form 8-A, filed with the Securities and Exchange Commission on
November 19, 2004).
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(d)(3)*
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Form of
Stock Certificate of the Company (incorporated by reference to the
corresponding exhibit number to the Registrants Registration Statement on
Form S-11, as amended (File No. 33-96670), filed with the
Securities and Exchange Commission on September 7, 1995).
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(d)(4)*
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Indenture
between Impac Mortgage Holdings, Inc. and Wilmington Trust Company, as
trustee, dated October 18, 2005 (incorporated by reference to
Exhibit 4.8 of the Registrants Annual Report on Form 10-K for the
year ended December 31, 2005).
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(d)(5)*
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Exchange
Agreement among Impac Mortgage Holdings, Inc. and Taberna Preferred
Funding I, Ltd. and Taberna Preferred Funding II, Ltd. dated as of
May 8, 2009
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(d)(6)*
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Junior
Subordinated Indenture between Impac Mortgage Holdings, Inc. and, The
Bank of New York Mellon Trust Company, National Association, as trustee,
dated May 8, 2009, related to Junior Subordinated Note due 2034 in the
original principal amount of $31,756,000
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(d)(7)*
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Junior
Subordinated Indenture between Impac Mortgage Holdings, Inc. and, The
Bank of New York Mellon Trust Company, National Association, as trustee,
dated May 8, 2009, related to Junior Subordinated Note due 2034 in the
original principal amount of $30,244,000
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(e)
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Not
applicable.
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(f)
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Not
applicable.
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(g)
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Not
applicable.
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(h)
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Not
applicable.
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*
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Previously
filed with Schedule TO on May 29, 2009
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**
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Filed
herewith.
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3
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