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. 1
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.
11/09/05
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 3,972,400
Beneficially
Owned By Each 8 Shared Voting 5,597,000
Reporting Person
With 9 Sole Dispositive 3,972,400
10 Shared Dispositive 5,597,000
11 Aggregate Amount Beneficially owned 4,677,900
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 6.15 %
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 3,600
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 3,600
11 Aggregate Amount Beneficially owned 3,600
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 1,115,300
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 1,115,300
11 Aggregate Amount Beneficially owned 246,100
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.32 %
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 905,200
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 905,200
11 Aggregate Amount Beneficially owned 905,200
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 1.19 %
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 8,000
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 8,000
11 Aggregate Amount Beneficially owned 8,000
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 8,000
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 8,000
11 Aggregate Amount Beneficially owned 8,000
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 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 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 430,800
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 430,800
11 Aggregate Amount Beneficially owned 430,800
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.57 %
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 37,480
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 37,480
11 Aggregate Amount Beneficially owned 30,900
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 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 6,580
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 6,580
11 Aggregate Amount Beneficially owned 6,580
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 3,600
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 3,600
11 Aggregate Amount Beneficially owned 3,600
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 7,130
Beneficially
Owned By Each 8 Shared Voting 480,580
Reporting Person
With 9 Sole Dispositive 7,130
10 Shared Dispositive 480,580
11 Aggregate Amount Beneficially owned 481,130
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.63 %
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 45,480
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 45,480
11 Aggregate Amount Beneficially owned 38,900
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.05 %
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 2,120
Beneficially
Owned By Each 8 Shared Voting 45,480
Reporting Person
With 9 Sole Dispositive 2,120
10 Shared Dispositive 45,480
11 Aggregate Amount Beneficially owned 41,020
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.05 %
14 Type of Reporting Person IN
There are no changes to the Schedule 13D, as amended except as
set forth in this first amendment.
Item 2. Identity and Background
David Zlatin and Gilda Zlatin as Joint Tenants with Rights
of Survivorship ("JTWROS")
David Zlatin and Gilda Zlatin are husband and wife. Except for
their JTWROS holding, Tova Financial, Inc. and Tova Financial, Inc.
Charitable Remainder Unitrust, each disclaims any shared voting
and dispositive power over shares of Impac Mortgage Holdings, Inc.
that each may own as a beneficial owner.
a) David Zlatin
b) 2562 Biscayne Blvd., Beachwood, Ohio 44122-1773
c) Present principal occupation- Principal, Ramat Securities Ltd.,
securities firm- 23811 Chagrin Blvd. # 200, Beachwood, Oh 44122-5525
d) David Zlatin has not been convicted in any criminal proceedings
(excluding traffic violations or similar misdemeanors, if any) within
the last five years.
e) David Zlatin has not been 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.
Gilda Zlatin
a) Gilda Zlatin
b) 2562 Biscayne Blvd., Beachwood, Ohio 44122-1773
c) Present principal occupation- Teacher
On leave/sabbatical.
d) Gilda Zlatin has not been convicted in any criminal proceedings
(excluding traffic violations or similar misdemeanors, if any) within
the last five years.
e) Gilda Zlatin has not been 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.
Item 3. Source and Amount of Funds or Other Consideration
Howard Amster, in his personal and individual retirement accounts
purchased all 589,815 common shares with personal funds without
borrowing. The total consideration for the purchases reported on
this amendment is $ 5,963,654.25 bringing Howard Amster's
investment to $ 64,381,181.67.
Howard M Amster 2005 Charitable Remainder Unitrust purchased
all 3,300 common shares with trust assets without borrowing. The
total consideration for the purchase reported on this amendment is
$ 32,722.40 bringing Howard M Amster 2005 Charitable Remainder
Unitrust's total investment to $ 65,874.77.
Amster Trading Company purchased all 105,985 common shares
with working capital without borrowing. The total consideration
for the purchase reported on this amendment is $ 1,098,438.05
bringing Amster Trading Company's total investment to
$ 3,701,335.99.
Amster Trading Company Charitable Remainder Unitrusts purchased
all 114,000 common shares with trust assets without borrowing.
The total consideration for the purchases reported on this
amendment is $ 1,168,241.31 bringing the Amster Trading Company
Charitable Remainder Unitrusts's total investment to $ 13,332,163.66.
Ramat Securities Ltd. purchased 261,300 common shares
with working capital without borrowing. The total consideration
for the purchases reported on this amendment is $ 2,636,357
bringing Ramat Securities Ltd.'s total investment to $ 3,518,862.20.
Tova Financial, Inc. purchased all 22,900 common shares
with working capital without borrowing. The total consideration
for the purchases reported on this amendment is $ 227,274.45
bringing Tova Financial, Inc.'s total investment to $ 390,086.05.
Tova Financial, Inc. Charitable Remainder Unitrust purchased
all 1,580 common shares with trust assets without borrowing.
The total consideration for the purchases reported on this
amendment is $ 15,661.22 bringing Tova Financial, Inc.
Charitable Remainder Unitrust's total investment to $127,305.72.
David Zlatin and Gilda Zlatin as JTROS purchased all 8,000 common
shares with their personal funds and without borrowing. The
total consideration for their purchase is $ 77,295.90.
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
The outstanding common shares of the Issuer is 76,058,363 shares.
Refer to 10-Q for quarterly period ending September 30, 2005.
(a)(b) The aggregate amount owned by this Reporting Group is
5,652,430 shares or 7.43 % of the outstanding shares.
Howard Amster in his name and individual retirement accounts
owns 3,972,400 shares or 5.22 % 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 246,100 shares or
0.32 % of the common outstanding shares.
Amster Trading Company Charitable Remainder Unitrusts
own 905,200 shares or 1.19 % of the common outstanding shares.
Samuel J Heller Irrevocable trust owns 8,000 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. Partnership owns 25,000 common
shares or 0.03 % of the common outstanding shares.
Ramat Securities Ltd. owns 430,800 common shares or
0.57 % of the common outstanding shares.
Tova Financial, Inc. owns 30,900 common shares
or 0.04 % of the common outstanding shares.
Tova Financial, Inc. Charitable Remainder Unitrust
owns 6,580 or 0.01 % of the common outstanding shares.
ZAK Group LLC owns 3,600 common shares or
0.01 % of the common outstanding shares.
David Zlatin owns 7,130 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 2,120 common shares or
0.00 % of the common outstanding shares.
c) Description of Transactions
All purchases were executed on a listed stock exchange
as an open market transaction.
Executing
Identity Date Shares Price Broker
Howard Amster 10/04/05 22400 12.2429 Bear, Stearns
and his 10/14/05 56500 10.4613 Bear, Stearns
Individual 10/31/05 214900 10.0031 Bear, Stearns
Retirement Accounts11/01/05 1200 9.8267 Bear, Stearns
11/01/05 36100 9.898 Bear, Stearns
11/01/05 8300 9.94 McDonald
11/03/05 26100 10.0993 Bear, Stearns
11/07/05 7700 9.9478 Bear, Stearns
11/09/05 4000 9.744 Bear, Stearns
11/09/05 35500 9.6867 Bear, Stearns
11/10/05 135500 9.8466 Bear, Stearns
11/11/05 41615 10.349 Bear, Stearns
Howard M Amster 11/01/05 3300 9.898 Bear, Stearns
2005 Charitable
Remainder Unitrust
Amster Trading 11/11/05 105985 10.349 Bear, Stearns
Company
Amster Trading 10/05/05 6000 11.1697 Bear, Stearns
Company 10/06/05 36000 10.4417 Bear, Stearns
Charitable 10/07/05 19800 10.3582 Bear, Stearns
Remainder 10/10/05 13800 10.1128 Bear, Stearns
Unitrusts 11/01/05 5600 9.898 Bear, Stearns
11/07/05 4300 9.9478 Bear, Stearns
11/10/05 28500 9.8466 Bear, Stearns
Ramat Securities 09/30/05 5000 12.307 Bear, Stearns
Ltd. 10/03/05 22300 12.36031 Bear, Stearns
11/04/05 89900 9.96174 Bear, Stearns
11/07/05 52700 9.91571 Bear, Stearns
11/08/05 8200 9.69048 Bear, Stearns
11/08/05 7500 9.6228 Bear, Stearns
11/09/05 66700 9.6541 Bear, Stearns
11/09/05 9000 9.50066 Bear, Stearns
Tova Financial, Inc. 11/04/05 22900 9.9155 Bear, Stearns
Tova Financial, Inc. 10/31/05 1040 10.0031 Bear, Stearns
Charitable Remainder 11/10/05 540 9.6 Bear, Stearns
Unitrust
David Zlatin & 11/08/05 8000 9.6483 Bear, Stearns
Gilda Zlatin JTWOS
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: November 14, 2005
/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