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Deficient management leads INDITEX on the verge of fail BUCHAREST, ROMANIA - Zara wants to cover losses from theft with employees’ money. The management, theft and losses give headaches to the Spanish group INDITEX, the owner of the ZARA chain. Only 10 months before, on July 25th, 2011, the publication Ziarul Financiar announced the fact that “INDITEX takes the manager from the Douglas perfumeries” pointing at Paul Cuza, who previously had the function of General Manager for Parfumerie Douglas SRL. Currently, the Romanian INDITEX group performs salary and structural changes without precedent, which the management team from Bucharest doesn’t want to explain. The problem of the clothes theft is a known phenomenon, especially when it comes to expensive brands such as ZARA or Massimo Dutti. The phenomenon was publicly recognized even by the management of the INDITEX Group Romania, two years before. Probably worried by this fact, Mihai Cioltea, the development manager of the INDITEX Group from Romania, also named by the press as “the Zara man”, stated in 2010 for the economic website InCont the following: “They steal a lot. Only for the stores in Bucharest we have 10 cases of stealing per day, which we discover and, depending on the severity, we call the police”.[...] Read the rest of the article... |
We respect intellectual property rights and will take appropriate steps to protect these rights. AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 15, 1997
REGISTRATION NO. 333-32683
SECURITIES AND EXCHANGE COMMISSION
AMENDMENT NO. 6
IMPERIAL CREDIT COMMERCIAL
11601 WILSHIRE BLVD., SUITE 2080
MARK S. KARLAN
COPIES TO:
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
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-11 and has duly caused this Amendment No. 6 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Los Angeles, State of California, on the 15th day of October, 1997. Imperial Credit Commercial Mortgage Investment Corp., a Maryland corporation
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 6 to Registration Statement has been signed by the following persons on the 15th day of October, 1997, in the capacities indicated.
EXHIBIT INDEX
* Previously filed.
** Filed herewith. EXHIBIT 5.1 [LETTERHEAD OF PIPER & MARBURY L.L.P.] September 24, 1997
Imperial Credit Commercial Mortgage Investment Corp.
c/o Imperial Credit Industries, Inc.
Registration Statement on Form S-11
Ladies and Gentlemen: We have acted as special Maryland counsel to Imperial Credit Commercial Mortgage Investment Corp., a Maryland corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Act"), pursuant to a Registration Statement on Form S-11 of the Company (Registration No. 333-32683) (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") for an initial public offering by the Company of up to 28,750,000 shares of Common Stock, par value $.0001 per share (the "Shares"), pursuant to an Underwriting Agreement between the Company and Friedman, Billings, Ramsey & Co., Inc., and Jefferies & Company, Inc. as representatives of the several underwriters (the "Underwriting Agreement"). In this capacity, we have examined the Registration Statement as amended to date (and the Preliminary Prospectus contained therein), a draft of the Underwriting Agreement, the Charter and By-Laws of the Company, the proceedings of the Board of Directors of the Company or a committee thereof relating to the issuance of the Shares, a Certificate of the Secretary of the Company dated the date hereof, and such other statutes, certificates, instruments, and documents relating to the Company and matters of law as we have deemed necessary to the issuance of this opinion. In such examination, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the aforesaid documents, the authenticity of all documents submitted to us as originals, the conformity with originals of all documents submitted to us as copies (and the authenticity of the originals of such copies), no substantial change in the final documents of
Imperial Credit Commercial Mortgage Investment Corp.
September 24, 1997
Page 2
documents submitted to us as drafts, and that all public records reviewed are accurate and complete. As to factual matters, we have relied on the Certificate of the Secretary and have not independently verified the matters stated therein. Based upon the foregoing and having regard for such legal considerations as we deem relevant, we are of the opinion and so advise you that upon the issuance and delivery of the Shares in accordance with the terms set forth in the Prospectus and the Underwriting Agreement, the Shares will have been duly and validly authorized and will be validly issued, fully paid, and non-assessable. The opinion expressed herein is for (i) the use of the Company in connection with the Registration Statement, and (ii) the use of Sonnenschein Nath & Rosenthal in giving their legality opinion to be filed as an exhibit to the Registration Statement. This opinion is limited to the matters set forth herein, and no other opinion should be inferred beyond the matters expressly stated. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading "Legal Matters" in the Prospectus and the Prospectus Supplement included in the Registration Statement. Very truly yours,
EXHIBIT 8.1 [LETTERHEAD OF SONNENSCHEIN NATH & ROSENTHAL] October 15, 1997
Imperial Credit Commercial Mortgage Investment Corp.
c/o Imperial Credit Industries, Inc.
Re: Form S-11-Registration No. 333-32683 Gentlemen: We have acted as counsel for Imperial Credit Commercial Mortgage Investment Corp. (the "Issuer") with respect to the proposed issuance of shares of its Common Stock and its election to be taxed as a real estate investment trust under the provisions of the Internal Revenue Code of 1986, as amended (the "Code"). As counsel, we have reviewed copies of the Issuer's Registration Statement on Form S-11, File No. 333-32683, originally filed with the Securities and Exchange Commission on August 1, 1997, pursuant to the Securities Act of 1933 (the "Registration Statement"), and amended by Amendment No. 1, dated September 12, 1997 and Amendment No. 2, dated September 25, 1997, Amendment No. 3, dated October 3, 1997, Amendment No. 4, dated October 10, 1997, and Amendment No. 5, dated October 14, 1997, and the Prospectus filed as a part thereof. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Prospectus. In rendering the opinions below, we have examined and relied upon the descriptions of the Company and its proposed investments, activities, operations, and governance, as set forth in the Registration Statement, including the exhibits and appendices thereto, and the Prospectus. We have reviewed originals or copies of the Charter and Bylaws of the Company, the Registration Statement, the Prospectus, and such other documents, agreements and information as we have deemed necessary for purposes of rendering these opinions. We have also relied upon the correctness of representations contained in an officer's certificate dated October 1, 1997 (the "Officer's Certificate"). Imperial Credit Commercial Mortgage Investment Corp.
October 15, 1997
Page 2
In connection with these opinions, we have assumed, with your consent, that (i) each of the documents referred to above has been duly authorized, executed and delivered, is authentic, if an original, or is accurate, if a copy, and has not been amended, (ii) during its short taxable year ending December 31, 1997 and future taxable years, the Company will operate in a manner that will make the representations contained in the Officer's Certificate true for such years, (iii) the Company will not make any amendments to its organizational documents after the date of these opinions that would affect its qualifications as a real estate investment trust for any taxable year, and (iv) no action will be taken by the Company after the date hereof that would have the effect of altering the facts upon which the opinions set forth below are based. No facts have come to our attention, however, that would cause us to question the accuracy and completeness of the facts contained in the documents and assumptions set forth above, the representations set forth in the Officer's Certificate, or the Prospectus in a material way. In addition, to the extent that any of the representations are with respect to matters set forth in the Code or the Treasury Regulations, we have reviewed with the individual making such representations the relevant portions of the Code and the applicable Treasury Regulations. Based on the foregoing, and assuming that the elections and other procedural steps described in the discussion of "Federal Income Tax Considerations" in the Prospectus are completed by the Issuer in a timely fashion, and subject to such assumptions and representations referred to in such discussion, and such representations contained in the Officer's Certificate, we are of the opinion that, commencing with the Issuer's taxable year ending December 31, 1997: 1. The Issuer will qualify to be taxed as a real estate investment trust pursuant to sections 856 through 860 of the Code. 2. The Issuer's organization and proposed method of operation will enable it to continue to meet the requirements for qualification and taxation as a real estate investment trust under the Code. 3. The interest, original issue discount, and market discount income that the Issuer derives from its investments in MBS Interests, IOs, and Inverse IOs generally will be qualifying interest income for purposes of both the 75% and the 95% gross income tests, except to the extent that less than 95% of the assets of a REMIC in which the Issuer holds an interest consists of real estate assets (determined as if the Issuer held such assets), and the Issuer's proportionate share of the income of the REMIC includes income that is not qualifying income for purposes of the 75% and 95% gross income tests. Imperial Credit Commercial Mortgage Investment Corp.
October 15, 1997
Page 3
We have also reviewed the discussion of "Federal Income Tax Considerations" contained in the Registration Statement. It is our opinion that such discussion is an accurate description of the material federal income tax aspects of an investment in the Common Stock of the Issuer. The Issuer's qualification and taxation as a real estate investment trust depend upon the Issuer's ability to meet on a continuing basis, through actual annual operating results, asset ownership, distribution levels, and stock ownership, the various qualification tests imposed under the Code. We will not review the Issuer's compliance with those tests on a continuing basis. Accordingly, no assurance can be given that the actual results of the Issuer's operations for any particular taxable year will satisfy such requirements. Other than as expressly stated above, we express no opinion on any issue relating to the Company or to an investment therein. This opinion is being delivered to you for use in connection with the Registration Statement as of the date hereof. We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the reference to us under the heading "Federal Income Tax Considerations" in the Registration Statement. Yours very truly,
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