8-K

                       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 18, 2002.

                          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.

         Fog Cutter Capital Group Inc. today announced that its Board of
Directors has adopted a Stockholder Rights Plan under which stock purchase
rights will be distributed as a dividend to holders of its common stock at the
rate of one right for each share of common stock held of record as of the close
of business on October 28, 2002.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c) Exhibits

The following exhibits are filed as part of this report:

         99.1 Summary of Rights to Purchase Shares

         99.2 Press Release dated October 18, 2002







                                    SIGNATURE


         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 18, 2002

                                      FOG CUTTER CAPITAL GROUP INC.



                                      By:    /s/  R. Scott Stevenson
                                          --------------------------------
                                          R. Scott Stevenson
                                          Senior Vice President and Chief
                                          Financial Officer

EX-99.1

                                                                    EXHIBIT 99.1
SUMMARY OF RIGHTS TO PURCHASE SHARES

         The Board of Directors of Fog Cutter Capital Group Inc. (the
"CORPORATION") declared a dividend distribution of one right (a "RIGHT") to
purchase one one-tenth of a share of the Common Stock, $.0001 par value, of the
Corporation (the "COMMON SHARES") for each outstanding share of Common Stock,
payable to the stockholders of record on October 28, 2002 (the "RECORD DATE").
The Board of Directors also authorized and directed the issuance of one Right
with respect to each Common Share issued thereafter until the Distribution Date
(as defined below) and, in certain circumstances, with respect to Common Shares
issued after the Distribution Date. Except as set forth below, each Right, when
it becomes exercisable, entitles the registered holder to purchase from the
Corporation one one-tenth of a Common Share at a price of $15 per whole Common
Share (the "PURCHASE PRICE"), subject to adjustment. The description and terms
of the Rights are set forth in a Rights Agreement (the "RIGHTS AGREEMENT")
between the Corporation and The Bank of New York, as Rights Agent (the "RIGHTS
AGENT"), dated as of October 18, 2002.

         Initially, the Rights will be attached to all certificates representing
Common Shares then outstanding, and no separate Right Certificates will be
distributed. The Rights will separate from the Common Shares upon the earliest
to occur of (i) a person or group of affiliated persons having acquired
beneficial ownership of 5% or more of the outstanding Common Shares (except
pursuant to a Permitted Offer, as hereinafter defined) or an existing 5%
beneficial owner acquires an additional 1% or more of the outstanding Common
Shares (except pursuant to a Permitted Offer); or (ii) 10 days (or such later
date as the Board of Directors may determine) following the commencement of, or
announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in a person or group becoming an Acquiring
Person (as hereinafter defined) (the earliest of such dates being called the
"DISTRIBUTION DATE"). A person or group whose acquisition of Common Shares
causes a Distribution Date pursuant to clause (i) above is an "ACQUIRING
PERSON." The date that a person or group becomes an Acquiring Person is the
"SHARES ACQUISITION DATE." A person who acquires Common Shares pursuant to a
tender or exchange offer which is for all outstanding Common Shares at a price
and on terms which a majority of the Board of Directors determines (prior to
acquisition) to be adequate and in the best interests of the Corporation and its
stockholders (other than such person, its affiliates) (together with certain
securities offerings by the Corporation, a "PERMITTED OFFER") will not be deemed
to be an Acquiring Person and such person's ownership will not constitute a
Distribution Date.

         The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Shares. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Common Share certificates issued after the Record Date upon the transfer or new
issuance of Common Shares will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
Common Shares outstanding as of the Record Date, even without such notation or a
copy of this Summary of Rights being attached thereto, will also constitute the
transfer of the Rights associated with the Common Shares represented by such
certificate. In most cases, as soon as practicable following the Distribution
Date, separate certificates evidencing the Rights ("RIGHT CERTIFICATES") will be
mailed to holders of record of the Common Shares as of the close of business on
the Distribution Date (and to each initial record holder of certain Common
Shares issued after the Distribution Date), and such separate Right Certificates
alone will evidence the Rights.



         THE RIGHTS ARE NOT EXERCISABLE UNTIL THE DISTRIBUTION DATE, and will
expire at the close of business on October 28, 2012, unless earlier redeemed by
the Corporation as described below.

         In the event that any person becomes an Acquiring Person, each holder
of Rights (other than Rights that have become void as described below) will
thereafter have the right (the "FLIP-IN RIGHT") to receive, upon exercise of
such Rights, the number of Common Shares (or, in certain circumstances, other
securities of the Corporation) having a value (immediately prior to such
triggering event) equal to two times the aggregate exercise price of such
Rights; provided, however, in the event that a Person has become an Acquiring
Person on the Shares Acquisition Date, (1) the Rights (other than rights held by
the Acquiring Person) shall be deemed to be automatically exercised on the
Shares Acquisition Date, (2) each Holder will be entitled to receive Common
Shares of the Corporation at an exchange ratio of one Common Share (or a lesser
ratio as determined by the Board of Directors, if the Corporation does not have
sufficient authorized and unreserved Common Shares) per Right, in lieu of paying
the Purchase Price and receiving the Common Shares otherwise provided herein.
Notwithstanding the foregoing, following the occurrence of the event described
above, all Rights that are or (under certain circumstances specified in the
Rights Agreement) were beneficially owned by any Acquiring Person or any
affiliate thereof will be null and void.

         In the event that, at any time following the Shares Acquisition Date,
(i) the Corporation is acquired in a merger or other business combination
transaction in which the holders of all of the outstanding Common Shares
immediately prior to the consummation of the transaction are not the holders of
all of the surviving corporation's voting power, or (ii) more than 50% of the
Corporation's assets or earning power is sold or transferred, then each holder
of Rights (except Rights which previously have been voided as set forth above)
shall thereafter have the right (the "FLIP-OVER RIGHT") to receive, upon
exercise of such Rights, common shares of the acquiring company having a value
equal to two times the aggregate exercise price of the Rights; provided,
however, that the Flip Over Right shall not apply to any transaction described
in clause (i) if (x) such transaction is with a person or persons (or a wholly
owned subsidiary of any such person or persons) that acquired Common Shares
pursuant to a Permitted Offer and (y) the price and form of consideration
offered in such transaction is the same as that paid to all holders of Common
Shares whose shares were purchased pursuant to the Permitted Offer. The holder
of a Right will continue to have the Flip-Over Right whether or not such holder
exercises or surrenders the Flip-In Right.

         The Purchase Price payable, and the number of Common Shares or other
securities issuable, upon exercise of the Rights are subject to adjustment from
time to time to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Common Shares, (ii) upon
the grant to holders of the Common Shares of certain rights or warrants to
subscribe for or purchase Common Shares at a price, or securities convertible
into Common Shares with a conversion price, less than the then current market
price of the Common Shares, or (iii) upon the distribution to holders of the
Common Shares of evidences of indebtedness or assets (excluding regular
quarterly cash dividends) or of subscription rights or warrants (other than
those referred to above).

         With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Common Shares will be issued and, in lieu
thereof, an adjustment in cash will be made based on the market price of the
Common Shares on the last trading day prior to the date of exercise.

         At any time prior to the earlier to occur of (i) a person becoming an
Acquiring Person or





(ii) the expiration of the Rights, the Corporation may redeem the Rights in
whole, but not in part, at a price of $.001 per Right (the "REDEMPTION PRICE"),
which redemption shall be effective at such time, on such basis and with such
conditions as the Board of Directors may establish in its sole discretion. The
Corporation may, at its option, pay the Redemption Price in Common Shares.

         All of the provisions of the Rights Agreement may be amended by the
Board of Directors prior to the Distribution Date. After the Distribution Date,
the provisions of the Rights Agreement may be amended by the Board in order to
cure any ambiguity, defect or inconsistency, to make changes which do not
adversely affect the interests of holders of Rights (excluding the interests of
any Acquiring Person), or, subject to certain limitations, to shorten or
lengthen any time period under the Rights Agreement.

         Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Corporation, including, without limitation, the
right to vote or to receive dividends. While the distribution of the Rights will
not be taxable to stockholders of the Corporation, stockholders may, depending
upon the circumstances, recognize taxable income should the Rights become
exercisable or upon the occurrence of certain events thereafter.

EX-99.2

                                                                    EXHIBIT 99.2

FOR IMMEDIATE RELEASE

          FOG CUTTER CAPITAL GROUP INC. ADOPTS STOCKHOLDER RIGHTS PLAN.

PORTLAND, Oregon-- October 18, 2002 - Fog Cutter Capital Group Inc. (Nasdaq:
FCCG), a diversified investment group specializing in mortgage and real estate
related assets, today announced that its Board of Directors has adopted a
Stockholder Rights Plan under which stock purchase rights will be distributed as
a dividend to holders of its common stock at the rate of one right for each
share of common stock held of record as of the close of business on October 28,
2002.

"The Stockholder Rights Plan is being adopted as a means of protecting the
potential tax benefits of the Company's net operating loss carry forward
("NOL")," said Andrew A. Wiederhorn, the Chairman of the Board and Chief
Executive Officer of the Company. "Under Federal tax rules, the NOL will be
limited if the Company undergoes a significant change in ownership. The Plan
addresses the Board's duty to protect the best interests of the Company and its
stockholders by diluting any new 5% holder, or any existing 5% holder that
increases its stake by 1% or more, thereby preserving the Company's NOL." If,
subject to certain exceptions, any person or group commences a tender or
exchange offer to purchase 5 percent or more of the Company's Common Stock, each
right not owned by such person or group will entitle its holder to purchase, at
the right's current exercise price, shares of Common Stock having a value of
twice the right's current exercise price. If, subject to certain exceptions, any
person or group acquires 5% or more, or any existing 5% holder increases its
stake by 1% or more, of the Company's Common Stock (an "Acquiring Person"), each
right not owned by such person or group will automatically be exercised and
entitle its holder to receive one share of Common Stock per right (or a lesser
ratio as determined by the Board of Directors, if the Corporation does not have
sufficient authorized and unreserved shares) in lieu of paying the purchase
price. This right to purchase Common Stock at a discount will not be triggered
by a person or group's acquisition of 5% or more of the Common Stock pursuant to
a tender or exchange offer (or other securities offering by the Company) which
is for all outstanding shares at a price and on terms that the Board of
Directors determines (prior to acquisition) to be adequate and in the best
interests of the Company and its stockholders.

In addition, if, subject to certain exceptions, the Company is acquired by
another corporation in a merger or consolidation or more than 50 percent of the
assets or earning power of the Company is acquired, each right not owned by the
acquiror or affiliates will entitle its holder to purchase, at the right's
current exercise price, common stock of the acquiror having a value of twice the
right's current exercise price. This right will not be triggered, however, if
such acquisition is by a person or group which acquired the Company's Common
Stock at a price and on terms that the Board of Directors determines (prior to
acquisition) to be adequate and in the best interests of the Company and its
stockholders.

The rights will expire in the year 2012. The rights dividend will not be taxable
to the Company's stockholders.

The Company may redeem all of the rights, at the option of the Board of
Directors, at a redemption price of $.001 per right or by the issuance of shares
of Common Stock then equivalent to $.001 per right, at any time prior to any
person becoming an Acquiring Person.





Founded in 1997, Fog Cutter Capital Group Inc. focuses on investing, structuring
and managing real estate-related assets, including the acquisition of companies
engaged in real estate investment activities, mortgage-backed securities,
mezzanine real estate loans and other real estate related assets. The Company
invests where its expertise in intensive asset management, mortgage and real
estate credit analysis and financial structuring can create value. Many of these
investments, particularly in corporate acquisitions, are acquired in conjunction
with partners.

The Company seeks to invest directly or indirectly in real estate-related assets
that provide an appropriate risk-adjusted rate of return and the opportunity for
capital gains. The Company maintains a flexible approach with respect to the
nature of its investments, seeking to take advantage of opportunities as they
arise or are developed.


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.