-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Pmivu/wgdvdvVuq7CUvRKGv6DuAfj9t2i4KH8Y8y78mKVvrhdF42ABmhKXp4SHsw kCy1Z7tIMknrM29JkmVNeA== 0000950130-99-003780.txt : 19990624 0000950130-99-003780.hdr.sgml : 19990624 ACCESSION NUMBER: 0000950130-99-003780 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990623 GROUP MEMBERS: WILSHIRE REAL ESTATE INVESTMENT TRUST INC GROUP MEMBERS: WILSHIRE REAL ESTATE PARTNERSHIP, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WILSHIRE FINANCIAL SERVICES GROUP INC CENTRAL INDEX KEY: 0001024321 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 931223879 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-49579 FILM NUMBER: 99651123 BUSINESS ADDRESS: STREET 1: 1776 SW MADISON ST CITY: PORTLAND STATE: OR ZIP: 97205 BUSINESS PHONE: 5032235600 MAIL ADDRESS: STREET 1: 1776 SW MADISON ST CITY: PROTLAND STATE: OR ZIP: 97205 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WILSHIRE REAL ESTATE INVESTMENT TRUST INC CENTRAL INDEX KEY: 0001048566 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 911851535 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O WILSHIRE FINANCIAL SERVICES GROUP IN STREET 2: 1776 SW MADISON STREET CITY: PORTLAND STATE: OR ZIP: 97205 BUSINESS PHONE: 5032235600 MAIL ADDRESS: STREET 1: C/O WILSHIRE FINANCIAL SERVICES GROUP IN STREET 2: 1776 SW MADISON STREET CITY: PORTLAND STATE: OR ZIP: 97205 SC 13D/A 1 AMENDMENT NO.2 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No. 2 (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Wilshire Financial Services Group Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 971867106 - -------------------------------------------------------------------------------- (CUSIP Number) Wilshire Real Estate Investment Trust Inc. 1776 S.W. Madison Street Portland, Oregon 97205 (503) 223-5600 with a copy to: Daniel E. Titelbaum, Esq. Heller Ehrman White & McAuliffe 333 Bush Street, San Francisco, California 94104 (415) 772-6000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 21, 1999 ------------- (Date of Event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. (Continued on following pages) (Page 1 of 9 pages) SCHEDULE 13D CUSIP No. 971867106 Page 2 of 9 Pages - ---------------------------- ----------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wilshire Real Estate Investment Trust Inc. EIN: 52-2081138 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX, IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OR ORGANIZATION Maryland - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER None -------------------------------------------- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED 2,874,791 -------------------------------------------- BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH None -------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,874,791 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,874,791 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.35% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 971867106 Page 3 of 9 Pages - ---------------------------- ------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wilshire Real Estate Partnership, L.P. EIN: 93-1236269 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX, IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OR ORGANIZATION Delaware - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER None -------------------------------------------- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED 2,874,791 -------------------------------------------- BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH None -------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,874,791 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,874,791 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.35% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. INTRODUCTION The Reporting Persons herein named hereby file this Amendment No. 2 to the Statement on Schedule 13D filed by the Reporting Persons on June 10, 1999 and amended on June 18, 1999 (the "Statement") in respect of shares of Common Stock Wilshire Financial Services Group Inc. Defined terms not otherwise defined herein have the meanings ascribed thereto in the Statement. Only those Items amended are reported herein. Item 4. Purpose of Transaction Item 4 is amended by adding the following paragraph: On June 21, 1999 (the first business day following June 19, 1999), WREI timely filed the holding company application on Form H-(e)1 (the "Application") with the Office of Thrift Supervision (the "OTS") previously referred to in this Schedule. WREI was required to file the Application by the OTS as a condition of the OTS' approval of WREI's acquisition of common stock of the Issuer pursuant to the Plan of Reorganization. A copy of the OTS order requiring the filing of the Application is attached as Exhibit 4(3). Item 7. Material to Be Filed as Exhibits Item 7 is amended by adding the following: Exhibit 4(3): Order issued by OTS dated May 20, 1999. SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: June 23, 1999 Wilshire Real Estate Investment Trust Inc. By: /s/ Andrew A. Wiederhorn --------------------------------------- Andrew A. Wiederhorn Title: Chief Executive Officer Wilshire Real Estate Partnership, L.P. By: Wilshire Real Estate Investment Trust Inc. Its: General Partner By: /s/ Andrew A. Wiederhorn ---------------------------------------- Andrew A. Wiederhorn Title: Chief Executive Officer List of Exhibits ---------------- Exhibit No. Description Page - ---------- ----------- ---- 4(3) Order issued by Office of Thrift 7 Supervision dated May 20, 1999 EX-4.(3) 2 ORDER ISSUED BY OFFICE OF THRIFT SUPERVISOR EXHIBIT 120-20 ------ OFFICE OF THRIFT SUPERVISION WAIVER OF REGULATORY PROVISION Order No.: 99-27 Date: May 20, 1999 Wilshire Real Estate Partnership L.P., Portland, Oregon, and Wilshire Real Estate Investment Trust Inc., Portland, Oregon (collectively, the "Acquirors") propose to acquire control of First Bank of Beverly Hills, FSB, Beverly Hills, California ("Savings Bank"), in connection with the reorganization in bankruptcy of Wilshire Financial Services Group, Inc. ("Holding Company"), the Savings Bank's holding company, without filing a holding company application with the Office of Thrift Supervision ("OTS") pursuant to 12 U.S.C. (S) 1467a(e) and 12 C.F.R. (S) 574.3(a). The Acquirors have presented materials to the OTS attempting to demonstrate that the proposed acquisition is exempt from prior OTS approval pursuant to 12 C.F.R (S) 574.3(d)(1)(ii). The materials submitted to the OTS indicate that several senior executive officers and directors of the Savings Bank and its current holding companies are controlling persons of or otherwise associated with the Acquirors. The Acquirors therefore are unable to satisfy one of the requirements for the exemption from prior approval, set forth at 12 C.F.R. (S) 574.3(d)(2)(ii), that until the OTS has acted favorably upon the acquiror's filing with the OTS, an acquiror shall not take any action to direct the management or policies of the savings association (which is defined to include savings and loan holding companies) or which are designed to effect a change in the business plan of the savings association other than voting on matters that may be presented to stockholders by management of the savings association. In order for the Acquirors to acquire control of the Savings Bank in connection with the proposed transaction without obtaining prior OTS approval, the OTS must waive the applicability of 12 C.F.R. (S) 574.3(d)(2)(ii). Under 12 C.F.R. (S) 500.30(a), the Director may, for good cause and to the extent permitted by statute, waive the applicability of any provision of 12 C.F.R. Chapter V, including 12 C.F.R. (S) 574.3(d)(2)(ii). The requirement set forth at 12 C.F.R. (S) 574.3(d)(2)(ii) is not set forth in any statute. In addition, based on the materials submitted in connection with the proposed transaction, a memorandum dated May 11, 1999, from the West Regional Office, a legal opinion dated May 18, 1999, from the Business Transactions Division, and other facts and circumstances known to the OTS, the Director concludes that there is good cause for waiver of 12 C.F.R. (S) 574.3(d)(2)(ii), provided that the Acquirors comply with the conditions set forth below. Order No. 99 - 27 Page 2 Accordingly, the Director hereby waives the applicability of 12 C.F.R. (S) 574.3(d)(2)(ii) to the Acquirors' acquisition of stock of the Holding Company in connection with the Holding Company's reorganization in bankruptcy, subject to the following conditions: 1. Within 30 days of the date of this order, the Acquirors must submit a holding company application to the OTS pursuant to 12 U.S.C. (S) 1467a(e) and 12 C.F.R. (S) 574.3, decrease their holdings of the Holding Company's stock to ten percent or less, or otherwise take action resulting in the Acquirors no longer controlling the Savings Bank, as control is determined under 12 C.F.R. (S) 574.4; 2. Until the OTS acts favorably an a holding company application submitted by the Acquirors: (a) the Acquirors must not take any action to effect a change in the business plan of the Savings Bank or any of its holding companies, except with prior OTS approval; (b) no officers or employees of either of the Acquirors, or any other person associated with either of the Acquirors, may become an officer or director of the Savings Bank or any of its holding companies, except that officers or employees of either of the Acquirors or any other person associated with either of the Acquirors may continue to hold any positions with the Savings Bank or its holding companies that they may have held on the date of this order; and (c) neither the Acquirors, nor any controlling person, officer or employee of either of the Acquirors, nor any party acting in concert with either of the Acquirors or such person, may acquire shares of the Holding Company or the Savings Bank, other than in the Holding Company's reorganization in bankruptcy. By order of the Director of the Office of Thrift Supervision, or her designee, effective May 20. 1999. /s/ Ellen Seidman ----------------- Ellen Seidman Director -----END PRIVACY-ENHANCED MESSAGE-----