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
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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
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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
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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.