OMB Number 3235-0145
United States
Securities and Exchange Commission
Washington DC 20549
Schedule 13D/A
Under the Securities and Exchange Act of 1934
Amendment No. 2
IMPAC MORTGAGE HOLDINGS, INC.
Name of Issuer
common stock
Title of Class of Securities
45254P102
CUSIP Number
Howard Amster, 23811 Chagrin Blvd., Suite 200
Beachwood, Ohio 44122-5525, 216 595-1047
Name, address and telephone number of person authorized
to receive notices and communications.
November 29, 2006
Date of event which requires filing of this statement.
If this 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 240.13d-1(e) (f) or (g), check the
following box / /.
Note: Scheduled filed in paper format shall include a signed
original and five copies of the schedule including all exhibits.
See 240.13D-7 for other parties to who 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 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).
1 Name of Reporting Person Howard Amster
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds PF
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting 4,513,950
Beneficially
Owned By Each 8 Shared Voting 2,094,485
Reporting Person
With 9 Sole Dispositive 4,513,950
10 Shared Dispositive 2,094,485
11 Aggregate Amount Beneficially owned 5,396,535
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 7.09 %
14 Type of Reporting Person IN
1 Name of Reporting Person Howard M Amster 2005
Charitable Remainder Unitrust
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds AF
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 5,900
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 5,900
11 Aggregate Amount Beneficially owned 5,900
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.01 %
14 Type of Reporting Person OO
1 Name of Reporting Person Amster Limited Partnership
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds WC
5 Check if Disclosure
6 Citizenship USA
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 6,300
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 6,300
11 Aggregate Amount Beneficially owned 6,300
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.01 %
14 Type of Reporting Person PN
1 Name of Reporting Person Amster Trading Company
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds WC
5 Check if Disclosure
6 Citizenship USA
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 1,408,185
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 1,408,185
11 Aggregate Amount Beneficially owned 214,185
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.3 %
14 Type of Reporting Person CO
1 Name of Reporting Person Amster Trading Company
Charitable Remainder Unitrusts
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds AF
5 Check if Disclosure
6 Citizenship USA
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 1,194,000
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 1,194,000
11 Aggregate Amount Beneficially owned 1,194,000
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 1.57 %
14 Type of Reporting Person OO
1 Name of Reporting Person Samuel J Heller
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds PF
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 12,000
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 12,000
11 Aggregate Amount Beneficially owned 12,000
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.01 %
14 Type of Reporting Person IN
1 Name of Reporting Person Samuel J Heller Irrevocable Trust
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds OO
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 12,000
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 12,000
11 Aggregate Amount Beneficially owned 12,000
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.01 %
14 Type of Reporting Person OO
1 Name of Reporting Person Let's Get Organized, Inc.
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds WC
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 700
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 700
11 Aggregate Amount Beneficially owned 700
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.0 %
14 Type of Reporting Person CO
1 Name of Reporting Person Pleasant Lake Apts. Corp.
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds WC
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 35,000
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 35,000
11 Aggregate Amount Beneficially owned 35,000
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.04 %
14 Type of Reporting Person CO
1 Name of Reporting Person Pleasant Lake Apts. Ltd.
Partnership
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds 00
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 25,000
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 25,000
11 Aggregate Amount Beneficially owned 25,000
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.03 %
14 Type of Reporting Person 00
1 Name of Reporting Person Ramat Securities Ltd.
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds WC
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 627,100
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 627,100
11 Aggregate Amount Beneficially owned 627,100
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.82 %
14 Type of Reporting Person BD
1 Name of Reporting Person Tova Financial, Inc.
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds WC
5 Check if Disclosure
6 Citizenship USA
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 25,930
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 25,930
11 Aggregate Amount Beneficially owned 18,900
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.02 %
14 Type of Reporting Person CO
1 Name of Reporting Person Tova Financial, Inc. Charitable
Remainder Unitrust
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds AF
5 Check if Disclosure
6 Citizenship USA
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 7,030
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 7,030
11 Aggregate Amount Beneficially owned 7,030
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.01 %
14 Type of Reporting Person OO
1 Name of Reporting Person ZAK Group LLC
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds WC
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 6,300
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 6,300
11 Aggregate Amount Beneficially owned 6,300
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.01 %
14 Type of Reporting Person OO
1 Name of Reporting Person David Zlatin
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds PF
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting 7,965
Beneficially
Owned By Each 8 Shared Voting 668,030
Reporting Person
With 9 Sole Dispositive 7,965
10 Shared Dispositive 668,030
11 Aggregate Amount Beneficially owned 668,965
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.88 %
14 Type of Reporting Person IN
1 Name of Reporting Person David Zlatin and Gilda Zlatin JTWROS
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds PF
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 33,930
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 33,930
11 Aggregate Amount Beneficially owned 26,900
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.04 %
14 Type of Reporting Person IN
1 Name of Reporting Person Gilda Zlatin
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds PF
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting 2,322
Beneficially
Owned By Each 8 Shared Voting 33,930
Reporting Person
With 9 Sole Dispositive 2,322
10 Shared Dispositive 33,930
11 Aggregate Amount Beneficially owned 29,222
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.04 %
14 Type of Reporting Person IN
This is the second amendment to filed Schedule 13D for IMPAC
Mortgage Holdings, Inc.
Item 2. Identity and Background
Pleasant Lake Apts. Corp.
Howard Amster is the 100 % owner of Pleasant Lake Apts. Corp.
and as such can be deemed the beneficial owner of such entity
and may be deemed to have shared voting and dispositive power
over shares owned by Pleasant Lake Apts. Ltd. Corp.
a) Pleasant Lake Apts. Corp.
b) 23811 Chagrin Blvd., # 200
Beachwood, Ohio 44122-5525
c) Investments
d) Neither the officers, directors or shareholder of Pleasant
Lake Apts. Corp. have been convicted in any criminal proceedings
(excluding traffic violations or similar misdemeanors, if any)
within the last five years.
e) Neither the officers, directors or shareholder of Pleasant
Lake Apts. Corp. have been a party to any civil proceedings of a
judicial or administrative body or competent jurisdictions of the
type described in Item 2 of Schedule 13D within the last five years.
f) U.S.A.
For information purposes only
Clients and employees (excluding Mr. Amster and Mr. Zlatin)
of Ramat Securities own 314,852 common shares of IMPAC
Mortgage Holdings, Inc. or 0.41 % of the common shares.
Clients and employees (excluding Mr. Amster and Mr. Zlatin)
of Ramat Securities Ltd. do not have ownership, no shared
voting, no dispositive power, no pecuniary interest in
in any shares of IMPAC Mortgage Holdings, Inc. nor
to any other securities owned directly or indirectly by
Ramat Securities Ltd. Clients and employees of
Ramat Securities Ltd. (excluding Mr. Amster and Mr. Zlatin)
disclaim being a member of this group.
Ramat Securities has no ownership, no shared voting,
no dispositive, no pecuniary interest of IMPAC Mortgage
Holdings, Inc common shares nor in any other securities
owned directly or indirectly by its clients or employees
(excluding Mr. Amster and Mr. Zlatin).
Item 3. Source and Amount of Funds or Other Consideration
Howard Amster, in his personal and individual retirement accounts
sold 13,450 common shares and purchased an additional 555,000
common shares. The purchases were with personal funds
without borrowing. The total consideration for the purchases
reported on this amendment is $ 5,337,825.85 bringing Howard
Amster's total investment to $ 69,422,813.52.
Amster Trading Company sold 114,115 common shares,
purchased an additional 76,900 common shares, received a
PIK distribution of 5,300 common shares. The purchases
were with working capital without borrowing. The total
consideration for the purchases and PIK reported on this
amendment is $ 736,937.17 bringing Amster Trading
Company's total investment to $ 1,978,681.54.
Amster Trading Company Charitable Remainder Unitrusts
distributed as payment in kind (PIK) 5,300 common shares and
purchased an additional 294,100 common shares with trust assets
without borrowing. The total consideration for the purchase
reported on this amendment is $ 2,852,064.70 bringing Amster
Trading Company Remainder Unitrusts's total investment
to $ 16,121,366.58.
Samuel J Heller Irrevocable Trust purchased an additional 4,000
common shares with trust assets without borrowing. The total
consideration for this purchase as reported on this amendment
is $ 34,839.50 bringing the Samuel J Heller Irrevocable
Trust 's total investment to $ 76,384.00.
Pleasant Lake Apts. Corp purchased all 10,000 common shares
with working capital without borrowing. The total consideration
for the purchase reported on this amendment is $ 102,497.50.
Ramat Securities Ltd. purchased an additional 196,300 common
shares with working capital without borrowing. The total
consideration for the purchases reported on this amendment
is $ 1,922,572.24 bringing Ramat Securities Ltd.'s total
investment to $ 5,441,434.44.
Tova Financial, Inc sold 12,000 common shares as reported
on this amendment bringing Tova Financial, Inc.'s total
investment to $ 187,575.86.
Tova Financial, Inc. Charitable Remainder Unitrust purchased
an additional 450 common shares with trust assets without
borrowing. The total consideration for the purchase on this
amendment is $ 4,993.00 bringing Tova Financial, Inc.
Charitable Remainder Unitrust's total investment to
$ 132,298.72.
ZAK Group LLC purchased an additional 2,700 common shares
with working capital without borrowing. The total consideration
for the purchase on this amendment is $ 27,547.39 bringing ZAK
Group LLC's total investment to $ 98,687.85. .
David Zlatin in his individual and K retirement accounts purchased
an additional 835 common shares with personal funds and
without borrowing. The total consideration for the purchases
on this amendment is $ 8,450.60 bringing David Zlatin's
total investment to $ 153,297.18.
Gilda Zlatin in her individual retirement accounts purchased
an additional 202 common shares with personal funds and
without borrowing. The total consideration for the purchases
on this amendment is $ 2,041.51 bringing Gilda Zlatin's
total investment to $ 45,304.80.
Item 4. Purpose of Transaction
Howard Amster
Howard M Amster 2005 Charitable Remainder Unitrust
Amster Limited Partnership
Amster Trading Company,
Amster Trading Company Charitable Remainder Unitrusts
Samuel J Heller
Samuel J. Heller Irrevocable Trust
Let's Get Organized Inc.
Pleasant Lake Apts. Corp.
Pleasant Lake Apts. Ltd. Partnership
Ramat Securites Ltd.
Tova Financial, Inc.
Tova Financial Inc. Charitable Remainder Unitrust
Zak Group Ltd.
David Zlatin
Gilda Zlatin
David Zlatin and Gilda Zlatin JTWROS
acquired their shares for purposes of
investment and may deemed to be a group.
There are no present plans or proposals by this group of
record or the beneficial owners as reported in this Schedule 13D which
relates to or would result in the following:
a. The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer provided, however,
the reporting persons might acquire additional shares or other securities
of the issuer or dispose of some or all of their shares depending upon
market conditions and their personal circumstances;
Item 5. Interest in Securities of the Issuer
Issuer's Form 10-Q for fiscal year ending September 30, 2006
references 76,143,144 shares of common stock outstanding as of
November 6, 2006.
(a)(b) The aggregate amount owned by this Reporting Group is
6,653,352 shares or 8.74 % of the outstanding shares.
Howard Amster in his name and individual retirement accounts
owns 4,513,950 shares or 5.93 % of the common outstanding shares.
Howard M Amster 2005 Charitable Remainder Unitrust owns
5,900 shares or 0.01 % of the common outstanding shares.
Amster Trading Company owns 214,185 shares or
0.3 % of the common outstanding shares.
Amster Trading Company Charitable Remainder Unitrusts
own 1,194,000 shares or 1.57 % of the common outstanding shares.
Samuel J Heller Irrevocable trust owns 12,000 shares
or 0.01 % of the common outstanding shares.
Let's Get Organized, Inc. owns 700 shares or 0.00 %
of the common outstanding shares.
Pleasant Lake Apts. Ltd. Corporation owns 10,000 common
shares or 0.01 % of the common outstanding shares.
Pleasant Lake Apts. Ltd. Partnership owns 25,000 common
shares or 0.03 % of the common outstanding shares.
Ramat Securities Ltd. owns 627,100 common shares or
0.82 % of the common outstanding shares.
Tova Financial, Inc. owns 18,900 common shares
or 0.02 % of the common outstanding shares.
Tova Financial, Inc. Charitable Remainder Unitrust
owns 7,030 or 0.01 % of the common outstanding shares.
ZAK Group LLC owns 6,300 common shares or
0.01 % of the common outstanding shares.
David Zlatin owns 7,965 common shares or
0.01 % of the common outstanding shares.
David Zlatin and Gilda Zlatin as JTWROS owns
8,000 common shares or 0.01 % of the common
outstanding shares.
Gilda Zlatin owns 2,322 common shares or
0.00 % of the common outstanding shares.
c) Description of Transactions
Transactions were executed on a listed stock exchange
as open market transactions excluding payment in kind
distributions (PIK) that were received by Amster Trading
Company from the Amster Trading Company Charitable
Remainder Unitrusts, each PIK were priced at closing and
are included in the following table.
Buys
Executing
Identity Date Shares Price Broker
Howard Amster 11/17/05 8700 10.13 Bear, Stearns
and his 12/01/05 15000 11.70 Bear, Stearns
Individual 12/02/05 15800 11.09 Bear, Stearns
Retirement Accounts 12/06/05 10000 10.70 Bear, Stearns
12/07/05 13400 10.56 Bear, Stearns
12/08/05 25000 10.82 Bear, Stearns
12/09/05 10000 10.27 Bear, Stearns
12/12/05 20000 10.28 Bear, Stearns
12/13/05 7000 10.33 Bear, Stearns
01/09/06 31000 9.38 Bear, Stearns
01/12/06 53900 9.26 Bear, Stearns
01/18/06 32800 8.59 Bear, Stearns
01/24/06 70000 8.61 Bear, Stearns
01/30/06 115000 8.80 Bear, Stearns
01/31/06 20000 8.72 Bear, Stearns
02/08/06 17900 7.81 McDonald
07/13/06 27900 11.28 Bear, Stearns
07/14/06 50000 10.92 Bear, Stearns
07/26/06 11600 11.09 Bear, Stearns
Amster Trading 11/18/05 6300 10.13 Bear, Stearns
Company 02/02/06 70600 8.66 Bear, Stearns
07/12/06 5300 11.34 PIK distribution
Amster Trading 11/18/05 5600 10.13 Bear, Stearns
Company Charitable 11/29/06 84800 9.54 Bear, Stearns
Remainder Unitrusts 11/30/06 40000 9.6854 Friedman, Billings
11/30/06 101700 9.7524 Bear, Stearns
12/01/06 62000 9.701 Bear, Stearns
Samuel J Heller 09/21/06 4000 8.69 Bear, Stearns
Irrevocable Trust
Pleasant Lake Apts. 12/15/05 10000 10.2338 Bear, Stearns
Corporation
Ramat Securities 12/02/05 43000 10.86 Bear, Stearns
Ltd. 12/06/05 34000 10.74 Bear, Stearns
12/22/05 10000 9.84 Bear, Stearns
12/20/05 2200 9.97 Bear, Stearns
02/01/06 3000 8.66 Bear, Stearns
02/03/06 47000 8.53 Bear, Stearns
02/06/06 25000 8.42 Bear, Stearns
02/08/06 5000 7.83 Bear, Stearns
07/27/06 22000 11.05 Bear, Stearns
11/30/06 5100 9.7524 Bear, Stearns
Tova Financial, Inc. 07/14/06 450 11.03 Bear, Stearns
Charitable
Remainder Unitrust
ZAK Group LLC 01/05/06 2700 10.18 Bear, Stearns
David Zlatin 05/01/06 527 9.39 Bear, Stearns
in his various 07/31/06 308 10.73 Bear, Stearns
individual and K
retirement accounts
Gilda Zlatin 05/01/06 151 9.39 Bear, Stearns
in her individual 07/31/06 52 10.73 Bear, Stearns
retirement accounts
Sells
Howard Amster 05/11/06 13450 11.19 Bear, Stearns
Amster Trading 05/11/06 114115 11.19 Bear, Stearns
Company
Amster Trading 07/12/06 5300 11.34 PIK distribution
Company Charitable
Remainder Unitrusts
Toval Financial, Inc. 08/03/06 12000 10.83 Bear, Stearns
Signature After reasonable inquiry and to the best of our knowledge
and belief, we certify that the information set forth in this
statement is true, complete and correct.
Date: December 4, 2006
/s/
Howard Amster
/s/
Howard M Amster 2005 Charitable Remainder Unitrust
By: Howard Amster
Title: Trustee
/s/
Amster Limited Partnership
By: Howard Amster
Title: General Partner
/s/
Amster Trading Company
By: Howard Amster
Title: President
/s/
Amster Trading Company Charitable Remainder Unitrusts
By: Howard Amster
Title: Trustee
/s/
Samuel J Heller
/s/
Samuel J Heller Irrevocable Trust
By: Howard Amster
Title: Trustee
/s/
Let's Get Organized Inc.
By: David Zlatin
Title: President
/s/
Pleasant Lake Apts. Corp.
By: Howard Amster
Title: President
/s/
Pleasant Lake Apts. Ltd. Partnership
By: Pleasant Lake Apts. Corp., Howard Amster, President
Title: Its General Partner
/s/
Ramat Securities Ltd.
By: David Zlatin
Title: Principal
/s/
Tova Financial, Inc.
By: David Zlatin
Title: President
/s/
Tova Financial , Inc. Charitable Remainder Unitrust
By: David Zlatin & Gilda Zlatin
Title: Co-trustees
/s/
Zak Group LLC
By: David Zlatin
Title: Member
/s/
David Zlatin
/s/ /s/
David Zlatin and Gilda Zlatin as JTWOS
/s/
Gilda Zlatin