0000912057-01-537081.txt : 20011101 0000912057-01-537081.hdr.sgml : 20011101 ACCESSION NUMBER: 0000912057-01-537081 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20011028 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOG CUTTER CAPITAL GROUP INC CENTRAL INDEX KEY: 0001048566 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 522081138 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23911 FILM NUMBER: 1770598 BUSINESS ADDRESS: STREET 1: 1631 SW COLUMBIA STREET CITY: PORTLAND STATE: OR ZIP: 97201 BUSINESS PHONE: 5037216500 MAIL ADDRESS: STREET 1: 1310 S W 17TH ST CITY: PORTLAND STATE: OR ZIP: 97201 FORMER COMPANY: FORMER CONFORMED NAME: WILSHIRE REAL ESTATE INVESTMENT TRUST INC DATE OF NAME CHANGE: 19971027 8-K 1 a2062198z8-k.txt 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) October 28, 2001 Fog Cutter Capital Group Inc. (Exact Name of Registrant as Specified in Charter) Maryland 0-23911 52-2081138 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 1410 SW Jefferson Street, Portland, OR 97201 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (503) 721-6500 Item 5. Other Events. On October 28, 2001 Pat Terrell resigned as a member of the Board of Directors of Fog Cutter Capital Group Inc. (the "Company")and as a member of the Board of Directors of all subsidiaries and committees of the Company. The resignations were made for personal reasons and were effective immediately. Effective October 28,2001, the Board of Directors named Don H. Coleman, David Dale-Johnson and K. Kenneth Kotler as new members of the Board. The appointments of Messrs. Coleman and Dale-Johnson were made to fill the vacancies created by the resignation of Mr. Terrell and the resignation on October 16, 2001 of David C. Egelhoff. With the appointment of Mr. Kotler, the Board expanded the number of directors from five to six. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. The following exhibits are filed as part of this report: 99.1 Pat Terrell Resignation Letter dated October 28, 2001. 99.2 Press Release dated October 30, 2001. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Fog Cutter Capital Group Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: October 30, 2001 FOG CUTTER CAPITAL GROUP INC. By: /s/ Lawrence A. Mendelsohn ------------------------- Lawrence A. Mendelsohn President By: /s/ R. Scott Stevenson ------------------------- R. Scott Stevenson Senior Vice President and Chief Financial Officer EX-99.1 3 a2062198zex-99_1.txt EXHIBIT 99.1 Exhibit 99.1 October 28, 2001 To the Board of Directors of Fog Cutter Capital Group Inc. 1410 SW Jefferson Street Portland, OR 97201 Re: Letter of Resignation --------------------- I hereby resign as a member of the Board of Directors of Fog Cutter Capital Group Inc. (the "COMPANY"), as a member of the Board of Directors of all subsidiaries of the Company on which I serve, and any committees of the Company on which I serve, effective immediately in each case. I feel that my participation over the last three years has helped the Company survive some difficult economic circumstances. Knowing that things have now stabilized, that the Company is now poised to fully implement its Strategic Plan, unanimously approved earlier this year, and that the Company is again paying dividends leaves me feeling comfortable handing my board responsibility over to the 2002 incoming Board of Directors. While other business matters require attention, my family and I continue to be significant stockholders and look forward to seeing shareholder value further increase. Sincerely, /s/ Pat Terrell --------------------- Pat Terrell EX-99.2 4 a2062198zex-99_2.txt EXHIBIT 99.2 Exhibit 99.2 FOR: FOG CUTTER CAPITAL GROUP INC. CONTACT: Fog Cutter Capital Group Inc. (503) 721-6500 Andrew A. Wiederhorn, Chairman and CEO (503) 721-6500 Lawrence A. Mendelsohn, President, or (503) 721-6500 R. Scott Stevenson, Chief Financial Officer FOR IMMEDIATE RELEASE FOG CUTTER CAPITAL GROUP INC. ANNOUNCES CHANGES TO BOARD OF DIRECTORS PORTLAND, Ore.--October 30, 2001- Fog Cutter Capital Group Inc. (Nasdaq: FCCG), an opportunistic investment group specializing in mortgage and real estate related assets, has announced the appointment of three new directors, Don H. Coleman, David Dale-Johnson and K. Kenneth Kotler. The appointments were made to expand the size of the Board and to fill vacancies created by the resignation of director Pat Terrell and the earlier resignation of director David Egelhoff. Both Mr. Egelhoff and Mr. Terrell had served as directors for more than three years, and resigned for personal and business reasons. Mr. Terrell and his family remain significant shareholders. Fog Cutter Capital Group Inc. wishes to thank Messrs. Terrell and Egelhoff for the years of service they have devoted to the Company. Their active board participation and business experience helped Fog Cutter survive during a period of difficult economic circumstances within its industry. The former directors were instrumental in developing the Company's strategic plan, which was unanimously approved and adopted by the Board earlier this year and which the Board is now poised to implement. The Company wishes them well as they pursue their other business interests. The new directors will join Andrew Wiederhorn, Lawrence Mendelsohn and Jordan Schnitzer on the Board. Don H. Coleman is a partner and Vice President of International Communication Technologies Inc. ("ICT Group"), which invests in private telephone service provider companies in foreign countries. Mr. Coleman is also Chief Operating Officer of Eagle Telephonic Inc. ("Eagle"), a designer and manufacturer of telephonic switches. ICT Group is a significant investor in Eagle. Mr. Coleman is also a director of Fabricated Metals, Inc. and has previously served as a director of Aster Telesolutions, Inc., Wilshire Financial Services Group Inc. and First Bank of Beverly Hills, FSB. David Dale-Johnson is a professor and the Director of the Program in Real Estate at the Marshall School of Business of the University of Southern California. Mr. Dale-Johnson also currently serves as a director of LECG, Inc., a litigation consulting firm, and is a former director of Wilshire Financial Services Group Inc. and First Bank of Beverly Hills. K. Kenneth Kotler is an attorney, specializing in commercial debt collection matters. He has been a sole practitioner since 1991. He has previously served as a director of Girard Savings Bank, FSB and First Bank of Beverly Hills, FSB. Fog Cutter Capital Group Inc. focuses on the acquisition of assets where its expertise in intensive asset management, mortgage and real estate credit analysis and financial structuring can create value. The Company invests primarily in the following types of assets: o mortgage-backed securities, o mortgage loans, o equity and debt of real estate companies, and o other real estate-related investments. FORWARD LOOKING STATEMENTS The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in such statements. All of the statements contained in this release, which are not identified as historical, should be considered forward-looking. In connection with certain forward-looking statements contained in this release and those that may be made in the future by or on behalf of the company which are identified as forward-looking, the company notes that there are various factors that could cause actual results to differ materially from those set forth in any such forward-looking statements. Such factors include but are not limited to, the real estate market, the availability of real estate assets at acceptable prices, the availability of financing, interest rates, and European markets. Accordingly, there can be no assurance that the forward-looking statements contained in this release will be realized or that actual results will not be significantly higher or lower. The forward-looking statements have not been audited by, examined by, or subjected to agreed-upon procedures by independent accountants, and no third party has independently verified or reviewed such statements. Readers of this release should consider these facts in evaluating the information contained herein. The inclusion of the forward-looking statements contained in this release should not be regarded as a representation by the company or any other person that the forward-looking statements contained in this release will be achieved. In light of the foregoing, readers of this release are cautioned not to place undue reliance on the forward-looking statements contained herein.