As filed with the Securities and Exchange Commission on August 13, 1997 Registration No. 333-22051 -------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ IMPERIAL CREDIT MORTGAGE HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) ------------------- Joseph R. Tomkinson Chief Executive Officer IMPERIAL CREDIT MORTGAGE HOLDINGS, INC. 20371 Irvine Avenue Santa Ana Heights, CA 92707 (714) 556-0122 (Name, address, including zip code, and telephone number, including area code of agent for service) Copies to: THOMAS J. POLETTI, ESQ. KATHERINE J. BLAIR, ESQ. FRESHMAN, MARANTZ, ORLANSKI, COOPER & KLEIN 9100 WILSHIRE BOULEVARD, 8TH FLOOR BEVERLY HILLS, CALIFORNIA 90212 TELEPHONE (310) 273-1870 ------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME TO TIME AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: [ ] If any of the securities being registered on the Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: [X] If the Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ } If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: [ ]
MARYLAND 20371 IRVINE AVENUE 33-0675505 (State or other jurisdiction of Santa Ana Heights, CA 92707 (I.R.S. Employer incorporation or organization) (714) 556-0122 Identification Number) (Address, including zip code, and telephone number, including area code, of registrants' principal executive offices) This Post-Effective Amendment removes from registration 815,564 shares of Common Stock, $.01 par value per share (the "Common Stock"). The shares of Common Stock being removed from registration by this Post-Effective Amendment No. 1 were not issued or sold after being registered pursuant to the Registrant's Form S-3 Registration Statement which was declared effective on February 19, 1997. These shares are being removed so that the Registration Statement will be in compliance with Rule 415 of the Securities Act of 1933, as amended. 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant Certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the Undersigned, thereunto duly authorized, in the City of Santa Ana Heights, State of California, on August 12, 1997. IMPERIAL CREDIT MORTGAGE HOLDINGS, INC. By: /s/ Richard J. Johnson ------------------------------ Richard J. Johnson Chief Executive Officer and Vice Chairman of the Board POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. 3
Signature Title Date --------- ----- ---- * Vice Chairman of the Board August 12, 1997 - ----------------------- and Chief Executive Officer Joseph R. Tomkinson (Principal Executive Officer) /s/ Richard J. Johnson Chief Financial Officer August 12, 1997 - ----------------------- (Principal Financial Richard J. Johnson Accounting Officer) * Chairman of the Board August 12, 1997 - ----------------------- H. Wayne Snaverly * Director August 12, 1997 - ----------------------- James Walsh * Director August 12, 1997 - ----------------------- Frank Filipps * Director August 12, 1997 - ----------------------- Stephan R. Peers By: /s/ Richard J. Johnson ------------------------- Richard J. Johnson Attorney-in-fact