FORWARD-LOOKING STATEMENTS
This
prospectus, supplements to this prospectus and the documents incorporated by
reference contain certain forward-looking statements about our business,
financial condition, results of operations and prospects. These statements may
be made expressly in this document or may be incorporated by reference to other
documents we have filed with the Securities and Exchange Commission. You can
find many of these statements by looking for words such as "believes,"
"expects," "anticipates," "estimates," or similar expressions used in this
prospectus, supplements to this prospectus or documents incorporated by
reference.
These
forward-looking statements are subject to numerous assumptions, risks and
uncertainties. Factors which may cause our actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by us in those statements include, among
others, the following:
-
the credit risks of lending activities, including changes in
the level and trend of loan delinquencies and write-offs;
-
changes in management's estimate of the adequacy of the
allowance for loan losses;
-
competitive pressures among depository institutions and
other providers of financial services;
-
interest rate movements and their impact on customer
behavior and our net interest margin;
-
the impact of repricing and competitors' pricing initiatives
on loan and deposit products;
-
our ability to adapt successfully to technological changes
to meet customers' needs and developments in the market place;
-
our ability to access cost-effective funding;
-
changes in financial markets;
-
changes in economic conditions in general and in California
in particular;
-
the impact of terrorist actions;
-
new legislation or regulatory changes;
-
changes in accounting principles, policies or guidelines;
and
-
future acquisitions by us of other companies and businesses.
Because
such statements are subject to risks and uncertainties, actual results may
differ materially from those expressed or implied by the forward- looking
statements. You are cautioned not to place undue reliance on such statements,
which speak only as of the date of this prospectus or supplements to this
prospectus or, in the case of documents incorporated by reference, as of the
date of such documents.
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We
do not undertake any responsibility to release publicly any revisions to these
forward-looking statements to take into account events or circumstances that
occur after the date of this prospectus or supplements to this prospectus.
Additionally, we do not undertake any responsibility to update you on the
occurrence of any unanticipated events which may cause actual results to differ
from those expressed or implied by the forward-looking statements.
ITLA CAPITAL CORPORATION
ITLA
Capital Corporation, a Delaware corporation, is the largest financial services
company headquartered in San Diego County, California with consolidated assets
of $2.0 billion, consolidated net loans of $1.6 billion, consolidated deposits
of $1.2 billion and shareholders' equity of $193.7 million as of September 30,
2004. We conduct and manage our business principally through our wholly-owned
subsidiary, Imperial Capital Bank, a $2.0 billion institution with six retail
branches located in California (Beverly Hills, Costa Mesa, Encino, Glendale,
San Diego and San Francisco), and one branch located in Carson City, Nevada.
Additionally, Imperial Capital Bank has 13 lending offices located in California
and 18 other lending offices, located in Washington, Nevada, Arizona, Texas, the
Southeast, the Mid-Atlantic states, the New York metropolitan area and New
England. Effective January 1, 2003, Imperial Capital Bank converted from a
California industrial bank to a California-chartered commercial bank, and we
became a bank holding company. Imperial Capital Bank has been in business for 30
years and was formerly known as Imperial Thrift and Loan Association until its
name change in January 2000. Our branch offices are primarily used for our
deposit services and lending business. Imperial Capital Bank is primarily
engaged in:
-
originating real estate loans secured by income producing
properties for retention in its loan portfolio;
-
originating film finance loans and franchise loans;
and
-
accepting customer deposits through the following products:
certificates of deposits, money market , passbook accounts and demand
deposit accounts.
During
the first quarter of 2002, we completed our acquisition of Asahi Bank of
California, a wholly-owned subsidiary of Asahi Bank Ltd - Japan, for
approximately $14.9 million in cash. On the date of acquisition, Asahi Bank had
total assets of approximately $50.0 million, including $35.0 million of
commercial real estate and business loans and $15.0 million of cash and
securities. Upon completion of the acquisition, Asahi Bank was merged into
Imperial Capital Bank.
On
October 25, 2002, we acquired the operating assets and the performing film
finance loan portfolio of the Lewis Horwitz Organization in an all cash
transaction valued at approximately $93.0 million. The Lewis Horwitz
Organization is currently operating as a division of Imperial Capital Bank. On
April 28, 2004, we announced that this division was re-branded ICB Entertainment
Finance.
We
continuously evaluate business expansion opportunities, including acquisitions
or joint ventures with companies that originate or purchase commercial and
multi-family real estate loans as well as other types of secured commercial
loans. In connection with this activity, we periodically have discussions with
and receive financial information about other companies that may or may not lead
to the acquisition of the company, a segment or division of that company, or a
joint venture opportunity.
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Our
executive offices are located at 888 Prospect Street, Suite 110, La Jolla,
California 92037 and our telephone number at that address is (858)
551-0511.
Information
contained on our website should not be considered a part of this
prospectus.
THE TRUSTS
Each
trust is a statutory trust formed under Delaware law pursuant to a separate
trust agreement executed by us, as sponsor for the trust, and the trustees of
the trust and the filing of a certificate of trust with the Delaware Secretary
of State.
Unless
an accompanying prospectus supplement provides otherwise, each trust exists for
the purposes of:
-
issuing trust preferred securities;
-
investing the gross proceeds of the sale of the trust
preferred securities in junior subordinated debentures issued by us; and
-
engaging in only those other activities necessary or
incidental to those purposes.
All
of the common securities of each trust will be owned by us. The trust common
securities will rank on a parity, and payments will be made thereon pro rata,
with the trust preferred securities, except that upon the occurrence and continuance of an event of default under the
applicable trust agreement, the rights of the holders of the applicable trust
common securities to payment in respect of distributions and payments upon
liquidation, redemption and otherwise will be subordinated to the rights of the
holders of the applicable trust preferred securities.
We
will acquire trust common securities having an aggregate liquidation amount
equal to a minimum of 3% of the total capital of each trust. Each trust will
have a term of at least 20 but not more than 50 years, but may terminate earlier
as provided in the applicable trust agreement. Each trust's business and affairs
will be conducted by the trustees. The holder of the trust common securities
will be entitled to appoint, remove or replace any of, or increase or reduce the
number of, the trustees of each trust. The duties and obligations of the
trustees will be governed by the trust agreement. At least one of the trustees
of each trust will be one of our employees or officers who will act as
administrative trustee. One trustee of each trust will be a financial
institution that is not affiliated with us, which will act as property trustee
and as indenture trustee for the purposes of the Trust Indenture Act of 1939, as
amended, pursuant to the terms set forth in a prospectus supplement. In
addition, unless the property trustee maintains a principal place of business in
the State of Delaware and otherwise meets the requirements of applicable law,
one trustee of each trust will be a legal entity having a principal place of
business in, or an individual resident of, the State of Delaware. We will pay
all fees and expenses related to each trust and the offering of the trust
preferred securities. Unless otherwise set forth in the prospectus supplement,
the property trustee will be Wells Fargo Bank, N.A., and the Delaware trustee
will be Wells Fargo Delaware Trust Company. The office of the Delaware trustee
in the State of Delaware is 919 Market Street, 7
th
Floor, Wilmington,
Delaware 19801. The principal place of business of each trust is c/o ITLA
Capital Corporation, 888 Prospect Street, Suite 110, La Jolla, California 92037,
and the telephone number of each trust is (858) 551-0511.
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