United States
Securities and Exchange Commission
Washington DC 20549
Schedule 13D
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)
45254P-10-2
(CUSIP Number)
Howard Amster, 23811 Chagrin Blvd, Suite 200
Beachwood, OH 44122-5525 (216) 595-1047
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 7, 2002
(Date of Event which Requires Filing of this Statement)
If this filing person has previously filed a statement on Schedule 13G to
report this acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b) (3) or (4), check the
following box / /.
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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 to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided
in a prior cover page.
This 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 of a group a) / /
b) /X/
3 SEC Use only
4 Source of Funds PF
5 Check if Disclosure of Legal Proceedings is Required
6 Citizenship or Place of Organization USA
Number of Shares 7 Sole Voting 1,248,300
Beneficially Owned
By Each Reporting
Person With 8 Shared Voting 135,400
9 Sole Dispositive 1,248,300
10 Shared Dispositive 135,400
11 Aggregate Amount Beneficially owned 1,450,000
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 3.69 %
14 Type of Reporting Person IN
1 Name of Reporting Person Amster Trading Company
2 If a member of a group a) / /
b) /X/
3 SEC Use only
4 Source of Funds WC
5 Check if Disclosure of Legal Proceedings is Required
6 Citizen or Place of Organization USA
Number of Shares 7 Sole Voting
Beneficially Owned
By Each Reporting
Person With 8 Shared Voting 89,600
9 Sole Dispositive
10 Shared Dispositive 89,600
11 Aggregate Amount Beneficially owned 26,000
12 Check if Aggregate Amount (11) Excludes Certain shares
13 Percent of Class Represented by amount in row (11) .06 %
14 Type of Reporting Person CO
1 Name of Reporting Person Amster Trading Company
Charitable Remainder Unitrusts
2 If a member of a group a) / /
b) /X/
3 SEC Use only
4 Source of Funds AF
5 Check if Disclosure of Legal Proceedings is Required
6 Citizenship or Place of Organization USA
Number of Shares
Beneficially Owned 7 Sole Voting
By Each Reporting
Person With 8 Shared Voting 63,600
9 Sole Dispositive
10 Shared Dispositive 63,600
11 Aggregate Amount Beneficially owned 63,600
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class represented by amount in row (11) .16 %
14 Type of Reporting Person OO
1 Name of Reporting Person Howard Amster & Tamra F. Gould
Charitable Remainder Unitrust
2 If a member of a group a) / /
b) /X/
3 SEC Use only
4 Source of Funds AF
5 Check if Disclosure of Legal Proceedings is Required
6 Citizenship or Place of Organization USA
Number of Shares 7 Sole Voting
Beneficially Owned
By Each Reporting 8 Shared Voting 22,800
Person with
9 Sole Dispositive
10 Shared Dispositive 22,800
11 Aggregate Amount Beneficially owned 22,800
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) .06 %
14 Type of Reporting Person OO
1 Name of Reporting Person Tamra F. Gould
2 If a member of a group a) / /
b) /X/
3 SEC Use only
4 Source of Funds PF
5 Check if Disclosure of Legal Proceedings is Required
6 Citizenship or Place of Organization USA
Number of Shares 7 Sole Voting 17,000
Beneficially Owned
By Each Reporting
Person With 8 Shared Voting
9 Sole Dispositive 17,000
10 Shared Dispositive
11 Aggregate Amount Beneficially owned 17,000
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class represented by amount in row (11) .04 %
14 Type of Reporting Person IN
1 Name of Reporting Person Pleasant Lake Apts. Corp
2 If a member of a group a) / /
b) /X/
3 SEC Use only
4 Source of Funds WC
5 Check if Disclosure of Legal Proceedings is Required
6 Citizenship or Place of Organization USA
Number of shares 7 Sole Voting
Beneficially Owned
By Each Reporting
Person With 8 Shared Voting 23,000
9 Sole Dispositive
10 Shared Dispositive 23,000
11 Aggregate Amount Beneficially owned 23,000
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) .06 %
14 Type of Reporting Person CO
1 Name of Reporting Person Pleasant Lakes Apts.
Limited Partnership
2 If a member of a group a) / /
b) /X/
3 SEC Use only
4 Source of Funds OO
5 Check if Disclosure of Legal Proceedings is Required
6 Citizenship or Place of Organization USA
Number of Shares 7 Sole Voting
Beneficially Owned
By Each Reporting
Person With 8 Shared Voting 23,000
9 Sole Dispositive
10 Shared Dispositive 23,000
11 Aggregate Amount Beneficially owned 23,000
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) .06%
14 Type of Reporting Person OO
1 Name of Reporting Person Ramat Securities Ltd
2 If a member of a group a) / /
b) /X/
3 SEC Use only
4 Source of Funds WC
5 Check if Disclosure of Legal Proceedings is Required
6 Citizenship or Place of Organization USA
Number of Shares 7 Sole Voting
Beneficially Owned
By Each Reporting
Person With 8 Shared Voting 152,700
9 Sole Dispositive
10 Shared Dispositive 152,700
11 Aggregate Amount Beneficially owned 152,700
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) .39 %
14 Type of Reporting Person BD
There are no changes to the Schedule 13D, as amended except as
set forth in this second amendment.
Item 2. Identity and Background
Howard Amster has been appointed successor trustee to the Howard Amster
& Tamra F. Gould Charitable Remainder Unitrust and to the Amster
Trading Company Charitable Remainder Unitrusts on April 30, 2001.
Mr. Amster can be deemed to have sole voting and sole dispositive
power over these trusts. Mr. Amster disclaims beneficial ownership
of the securities owned by these trusts.
a) Howard Amster, as trustee for:
Howard Amster and Tamra F. Gould Charitable Remainder Unitrust,
Amster Trading Company Charitable Remainder Unitrusts
b) 25812 Fairmount Blvd., Beachwood, OH 44122-2214
c) Present principal occupation-Principal, Ramat Securities Ltd.,
securities firm, 23811 Chagrin Blvd #200, Beachwood, OH 44122-5525
d) Howard Amster has not been convicted in any criminal proceedings
(excluding traffic violations or similar misdemeanors, if any) within the
last five years.
e) Howard Amster has not been a party to any civil proceedings of
a judicial or administrative body or competent jurisdiction of the type
described in Item 2 of schedule 13D within the last five years.
f) U.S.A.
Item 3. Source and Amount of Funds or Other Consideration
Howard Amster, in his personal and retirement accounts purchased
all shares without borrowing. The total consideration for the purchases
reported on this amendment is $ 123,095.50 bringing Mr. Amster's
total investment to $ 4,544,228.29.
Amster Trading Company Charitable Remainder Unitrusts purchased
all Impac Mortgage shares with trust assets without borrowing.
The total consideration for the purchases reported on this amendment
is $ 15,057.50 bringing Amster Trading Company Charitable Remainder
Unitrusts' total investment to $ 219,229.73.
The Howard Amster and Tamra F. Gould Charitable Remainder
Unitrust purchased all Impac Mortgage Holdings shares
with trust assets without borrowing. The total consideration
for the purchases reported on this amemdment is $ 15,453.50
bringing the Howard Amster and Tamra F. Gould Charitable Remainder
Unitrust's total investment to $ 65,333.10
Ramat Securities Ltd purchased all Impac Mortgage shares with
working capital without borrowing. The total consideration for
the purchases reported on this amendment is $ 80,732.00 bringing
Ramat Securities Ltd's total investment to $ 602,264.29.
Item 4 Purpose of Transaction
Impac Mortgage Holdings, Inc. on February 7, 2002 issued
7,300,000 additional common shares bringing their total
common shares outstanding to 39,302,829.
As a consequence of Impac Mortgage Holdings, Inc. increased shares
outstanding, Howard Amster, Amster Trading Company, Amster Trading
Company Charitable Remainder Unitrusts, Howard Amster & Tamra F. Gould
Charitable Remainder Unitrust, Tamra F. Gould, Pleasant Lake Apts.
Limited Partnership and Ramat Securities Ltd. as a member group
ceased to be the beneficial owners of more than five percent of
the common stock of Impac Mortgage Holdings, Inc.
Item 5. Interest in Securities of the Issuer
(a)(b) The aggregate amount owned by the Reporting Persons is
1,553,400 shares or 3.95 % of the outstanding shares.
Howard Amster in his own name and individual retirement accounts
owns 1,248,300 shares or 3.18 % of the outstanding shares.
Amster Trading Company owns 26,000 shares or 0.06 %
of the outstanding shares.
Amster Trading Company Charitable Remainder Unitrusts own 63,600
Shares or .16 % of the outstanding shares.
Howard Amster & Tamra F. Gould Charitable Remainder Unitrust owns
22,800 shares or 0.06 % of the outstanding shares.
Tamra F. Gould owns in her individual retirement account 17,000
shares or .04 % of the outstanding shares.
Pleasant Lake Apts Limited Partnership 23,000 shares or 0.06 % of the
outstanding shares.
Ramat Securities Ltd owns 152,700 shares or .39 % of the
outstanding shares.
c) Description of Transactions
Shares were purchased as open market transactions except for one
sale as noted below.
Identity Date Shares Price Executing Broker
Howard Amster & 11/22/00 1,600 1.91 Bear Stearns
his Individual 12/01/00 4,100 1.96 Bear Stearns
Retirement 12/01/00 56,500 1.96 Bear Stearns
Accounts
Sold-- 07/20/01 7,600 Sold 7.5479 Bear Stearns
Amster Trading Company 12/01/00 7,600 1.96 Bear Stearns
Remainder Unitrusts
Howard Amster &
Tamra F. Gould 12/01/00 7,800 1.96 Bear Stearns
Charitable Remainder
Unitrust
Ramat Securities Ltd 11/22/00 500 1.92 Bear Stearns
11/24/00 700 1.96 Bear Stearns
12/01/00 40,000 1.93 Bear Stearns
e) Howard Amster, Amster Trading Company, Amster Trading
Company Charitable Remainder Unitrusts, Howard Amster & Tamra F. Gould
Charitable Remainder Unitrust, Tamra F. Gould, Pleasant Lake Apts.
Corp., Pleasant Lake Apts. Limited Partnership, and Ramat Securities
Ltd. ceased to be beneficial owners of more than 5 % of Impac
Mortgage Holdings, Inc. common stock on February 7, 2002.
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 2/14/2002
Howard Amster
Amster Trading Company
By: Howard Amster
Title: President
Amster Trading Company
Charitable Remainder Unitrusts
By: Howard Amster
Title: Trustee
Howard Amster & Tamra F. Gould
Charitable Remainder Unitrust
By: Howard Amster
Title: Trustee
Tamra F. Gould
Pleasant Lake Apts. Corp
By: Howard Amster
Title: President
Pleasant Lake Apts. Limited Partnership
By: Howard Amster
Title: President of Pleasant Lake Apts. Corp., the General Partner
Ramat Securities Ltd.
By: David Zlatin
Title: Principal