0001011438-01-500243.txt : 20011101
0001011438-01-500243.hdr.sgml : 20011101
ACCESSION NUMBER: 0001011438-01-500243
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011030
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: WIEDERHORN ANDREW
CENTRAL INDEX KEY: 0001033016
STANDARD INDUSTRIAL CLASSIFICATION: []
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: C/O WILSHIRE FINANCIAL SERVICES GROUP
STREET 2: 1776 SW MADISON STREET
CITY: PORTLAND
STATE: OR
ZIP: 97205
BUSINESS PHONE: 5032235600
SUBJECT COMPANY:
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: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-54067
FILM NUMBER: 1770155
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
SC 13D/A
1
form_sc13d-a.txt
SCHEDULE 13D/A (AMENDMENT NO. 4)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
SCHEDULE 13D
(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)
(Amendment No. 4)
FOG CUTTER CAPITAL GROUP INC.
--------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
--------------------------------------------------------------------------------
(Title of Class of Securities)
971892104
--------------------------------------------------------------------------------
(CUSIP Number)
ANDREW A. WIEDERHORN
C/O FOG CUTTER CAPITAL GROUP INC.
1410 SW JEFFERSON ST.
PORTLAND, OREGON 97201
(503) 721-6500
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
OCTOBER 28, 2001
--------------------------------------------------------------------------------
(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 that 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 [_].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
CUSIP No. 971892104 13D Page 2 of 12 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ANDREW A. WIEDERHORN
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
PF
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0 (See Response to Items 4 and 5)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
3,162,795 (See Response to Items 4 and 5)
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 365,000 (See Response to Items 4 and 5)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
1,753,035 (See Response to Items 4 and 5)
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,162,795
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.22% (See Response to Items 4 and 5)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 971892104 13D Page 3 of 12 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TIFFANY WIEDERHORN
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
PF
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 629,255 (See Response to Items 4 and 5)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
2,533,540 (See Response to Items 4 and 5)
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 629,255 (See Response to Items 4 and 5)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
1,488,780 (See Response to Items 4 and 5)
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,162,795
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.22%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 971892104 13D Page 4 of 12 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TTMM, L.P.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
N/A
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 100,000
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 100,000
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.95% (See Response to Items 4 and 5)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 971892104 13D Page 5 of 12 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WM STARLIGHT INVESTMENTS, LLC
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
N/A
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 13,826
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 13,826
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,826
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.13% (See Response to Items 4 and 5)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
OO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 4 amends and supplements the Schedule 13D originally
filed on April 1, 1999, (the "Schedule 13D"), as amended by Amendment No. 1 to
the Schedule 13D filed on May 17, 1999 ("Amendment No. 1"), Amendment No.2 to
the Schedule 13D filed on December 20, 1999 ("Amendment No.2"), and by Amendment
No. 3 to the Schedule 13D filed on October 17, 2001 ("Amendment No. 3") by the
undersigned relating to the shares of common stock, $0.0001 par value per share,
(the "Common Stock") of Fog Cutter Capital Group Inc., a Maryland corporation
(the "Issuer"). Unless indicated otherwise, all defined terms used herein shall
have the respective meanings ascribed to them in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of funds (including commissions) used by each of the
Reporting Persons to acquire the shares of Common Stock reported below is as
follows:
NAME AMOUNT SOURCE OF FUNDS
------------------------------ ---------------- ---------------
Andrew Wiederhorn $100,995.40(1) Personal funds
Tiffany Wiederhorn $35,280.00 Personal funds
TTMM, L.P. N/A N/A
WM Starlight Investments, LLC N/A N/A
------------------------
1 As previously disclosed in Amendment No. 3, pursuant to the Put/Call Option
and Voting Agreements entered into on October 16, 2001 and described in
Item 4 below, Andrew Wiederhorn purchased call options from the following
shareholders at $0.10 per share, for a total cost of $100,995.40:
SHAREHOLDER SHARES
-------------------------------- ---------
Leon & Toby Cooperman Foundation 85,000
Watchhung Road Associates, L.P. 275,000
Cobalt Capital Management Inc. 290,000
Boston Provident Partners, L.P. 324,054
BP Institutional Partners, L.P. 21,300
Orin Kramer 14,600
ITEM 4. PURPOSE OF THE TRANSACTION.
The purpose of this Amendment No. 4 to Schedule 13D is to report changes in
certain information reported by the Reporting Persons on its previous Schedule
13D and the amendments thereto. Item 4 is hereby amended to report the following
information:
On October 22, 2001, Mr. Wiederhorn notified the Issuer that he was
nominating himself, Mr. Mendelsohn and three other individuals for election to
the board of directors of the Issuer (the "Board of Directors") at the next
annual meeting of the Issuer at which directors are elected.
Page 6 of 12 Pages
On October 28, 2001, Pat Terrell, one of the members of the Board of
Directors, resigned. Also on October 28, 2001, following Mr. Terrell's
resignation, the members of the Issuer's Board of Directors unanimously approved
and adopted a series of resolutions to: (1) fill the two vacancies on the board
resulting from resignations, (2) increase the size of the Board of Directors
from five members to seven members, (3) fill one of the vacancies resulting from
the increase in the size of the Board of Directors, and (4) nominate and submit
to the Issuer's stockholders for election at the next annual meeting of the
Issuer's stockholders the then-current directors of the Issuer (the "Current
Directors"), namely:
Andrew A. Wiederhorn
Lawrence A. Mendelsohn
Jordan Schnitzer
Don H. Coleman
David Dale-Johnson
K. Kenneth Kotler
As a result of such changes to the Board of Directors, and subject to
nomination and submission of the Current Directors to the stockholders, Mr.
Wiederhorn withdrew his prior notice to nominate his slate of directors, all of
whom are among the Current Directors.
Pursuant to the Non-Statutory Stock Option Agreement dated September 30,
1999, the Issuer granted to Mr. Wiederhorn options to purchase 630,000 shares of
Common Stock of the Issuer in consideration of Mr. Wiederhorn's services to the
Issuer. As of September 30, 2001, 315,000 of these options were vested.
Also, on October 17, 2001 Mrs. Wiederhorn purchased 10,080 shares of Common
Stock of the Issuer from another shareholder for $3.50 per share. Mrs.
Wiederhorn paid for such shares her personal funds.
As previously disclosed in Amendment No. 3, on October 16, 2001, Andrew A
Wiederhorn entered into a series of separate but substantially identical
Put/Call Option and Voting Agreements (the "Put/Call Option Agreements") with
each of Boston Provident Partners, L.P., B.P. Institutional Partners, L.P., Orin
Kramer, the Leon & Toby Cooperman Foundation, Watchung Road Associates, L.P.,
and Cobalt Capital Management, Inc. (each a "Stockholder" and collectively, the
"Stockholders") and Andrew A. Wiederhorn. Pursuant to each of the Put/Call
Option Agreements each Stockholder granted to Mr. Wiederhorn a Call Option (as
defined in the Put/Call Option Agreements) to purchase all of the shares of
Common Stock of each Stockholder, numbering 1,009,944 in the aggregate (the
"Subject Shares") at the Call Option Price Per Share (as defined in the Put/Call
Option Agreements). In addition, the Stockholders granted to Mr. Wiederhorn, in
his absolute, sole and binding discretion, the ability to vote or direct the
vote of all of the Subject Shares. In consideration for granting the Call Option
to Mr. Wiederhorn, Mr. Wiederhorn paid to each Stockholder ten cents ($0.10) per
share for each of such Subject Shares. Pursuant to the same Put/Call Option
Agreements, Mr. Wiederhorn also granted each of the Stockholders a Put Option
(as defined in the Put/Call Option Agreements) whereby, in the event of a
preferential repurchase of Common Stock by the Issuer,
Page 7 of 12 Pages
each Stockholder may require Mr. Wiederhorn to purchase up to a specified number
of each Stockholder's Subject Shares at a predetermined price.
Also as previously disclosed in Amendment No. 3, on October 16, 2001,
Andrew Wiederhorn also entered into a Stock Option and Voting Agreement (the
"Mendelsohn Agreement") by and among Mr. Wiederhorn and Lawrence A. Mendelsohn
("Mr. Mendelsohn"), Joyce Mendelsohn, MFLP, L.P., RPM Capital, LLC, AIM Capital,
LLC, S&S Investors, LLC (the "Mendelsohn Agreement Stockholders") and Lawrence
A. Mendelsohn, as Agent for the Mendelsohn Agreement Stockholders. The
Mendelsohn Agreement grants Mr. Wiederhorn the right to vote or direct the vote
of all of the shares held by each such Mendelsohn Agreement Stockholders
numbering 1,044,760 in the aggregate. The Mendelsohn Agreement requires that Mr.
Wiederhorn vote, for a specified duration extending at least until the annual
meeting of the Issuer that occurs on or before April 30, 2003, all of the shares
for which Mr. Wiederhorn has voting power, in favor of nominating and appointing
Mr. Mendelsohn to the Board of Directors. Mr. Mendelsohn is currently President
of Issuer and a member of the Board of Directors. In exchange for the voting
rights over the Common Stock held by the Mendelsohn Agreement Stockholders, Mr.
Wiederhorn granted each Mendelsohn Agreement Stockholder a Put Option (as
defined in the Mendelsohn Agreement) whereupon each Mendelsohn Agreement
Stockholder may require Mr. Wiederhorn to purchase such Mendelsohn Agreement
Stockholder's shares in a specified time period at a price determined from the
book value of the Issuer at the month end prior to the time of exercise of the
Put Option.
Other than as described above, none of the Reporting Persons has any
present plans or proposals which would related to or would result in (a) the
acquisition by any Reporting Person of additional securities of the Issuer, (b)
an extraordinary corporate transaction, such as a merger, reorganization, or
liquidation involving the Issuer, (c) a sale or transfer of a material amount of
the assets of the Issuer, (d) any change in the present board of directors or to
fill any existing vacancies on the Issuer's board of directors, (e) any material
change in the present capitalization or dividend policy of the Issuer, (f) any
other material change in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person, (h) causing a class of securities of the
Issuer to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association, (i) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Act, or (j) any action similar to any of those enumerated above. Item 4
disclosure provisions regarding any plans or proposals to make any changes in a
company's investment policy for which a vote is required by Section 13 of the
Investment Company Act of 1940 are inapplicable.
Notwithstanding anything contained herein, each of the Reporting Persons
reserves the right, depending on other relevant factors, to purchase additional
shares of Common Stock or to dispose of all or a portion of his or her holdings
of Common Stock or change his or her intention with respect to any and all of
the matters referred to in this Item 4.
Page 8 of 12 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Set forth below is certain information concerning all transactions in the
Common Stock in which Reporting Persons engaged during the past 60 days.
NUMBER OF SHARES PRICE
NAME TRANSACTION DATE PURCHASED PER SHARE
-------------------- ---------------- ---------------- ---------
Tiffany Wiederhorn October 17, 2001 10,0802 $3.50
The ownership by the Reporting Persons of shares of Common Stock and the
percentage of the outstanding shares of Common Stock represented thereby is as
follows:
NUMBER OF SHARES PERCENTAGE OF COMMON STOCK
BENEFICIALLY OWNED OUTSTANDING
----------------------------- ------------------ --------------------------
Andrew Wiederhorn 3,162,7953 29.22%
Tiffany Wiederhorn 3,162,7954 29.22%
TTMM, L.P. 100,000 0.95%
WM Starlight Investments, LLC 13,826 0.13%
----------------
2 Mrs. Wiederhorn purchased these shares of Common Stock directly from
another shareholder.
3 Includes 743,081 shares of Common Stock owned by the other Reporting
Persons. Andrew Wiederhorn shares voting and dispositive power with respect
to the shares of Common Stock owned by the other Reporting Persons and may
be deemed to be the beneficial owner of all such shares. Andrew Wiederhorn
disclaims beneficial ownership of any of the shares of Common Stock owned
by the other Reporting Persons. Also includes 315,000 shares of Common
Stock issuable upon the exercise of outstanding options. Also includes
1,009,954 shares of Common Stock with respect to which Mr. Wiederhorn has
shared voting power and the option to purchase pursuant to the Put/Call
Option Agreements, and 1,044,760 shares of Common Stock which Mr.
Wiederhorn has shared voting power over pursuant to the Mendelsohn
Agreement. Andrew Wiederhorn shares voting and/or dispositive power with
respect to such shares of Common Stock and may be deemed to be the
beneficial owner of such shares. Excludes 525,000 shares of Common Stock
held in the Fog Cutter Long Term Vesting Trust (the "Trust") established
for the benefit of certain employees of the Issuer. Although Mr. Wiederhorn
and Mr. Mendelsohn act as Trustees for the Trust, they do not have any
beneficial ownership or voting rights with respect to the 525,000 shares of
Common Stock in the Trust. Of the 3,162,795 shares, Andrew Wiederhorn (i)
shared power to vote or to direct the vote of 3,162,795 shares, but did not
have any sole power to vote or direct the vote of any of the shares, (ii)
had sole power to dispose or to direct the disposition of 365,000 of these
shares, and (iii) shared power to dispose or to direct the disposition of
1,753,035 shares.
4 Includes 478,826 shares of Common Stock owned by other Reporting Persons,
315,000 shares of which are issuable to Mr. Wiederhorn upon the exercise of
outstanding options. Tiffany Wiederhorn shares voting and dispositive power
with respect to the shares of Common Stock owned by TTMM, L.P. and may be
deemed to be the beneficial owner of such shares. Tiffany Wiederhorn
disclaims beneficial ownership of such shares of Common Stock. Also
includes 1,009,954 shares of Common Stock with respect to which Mr.
Wiederhorn has shared voting power and the option to purchase pursuant to
the Put/Call Option Agreements, and 1,044,760 shares of Common Stock which
Mr. Wiederhorn has shared voting power over pursuant to the Mendelsohn
Agreement. Tiffany Wiederhorn shares voting and/or dispositive power with
respect to such shares of Common Stock and may be deemed to be the
beneficial owner of such shares. Tiffany Wiederhorn disclaims beneficial
ownership of such shares. Of these shares, Tiffany Wiederhorn (i) had sole
power to vote or to direct the vote of 629,255 shares, (ii) shared power to
vote or to direct the vote of 2,533,540 shares, (iii) had sole power to
dispose or to direct the disposition of 629,255 of these shares, and (iv)
shared power to dispose or to direct the disposition of 1,488,780 shares.
Page 9 of 12 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The responses to Item 6 contained in the Reporting Persons' initial filing
on this Schedule 13D and all prior amendments thereto are incorporated herein by
this reference.
The description of the Put/Call Option Agreements and the Mendelsohn
Agreement are included in Item 4 above and are incorporated herein by reference.
Other than the agreements described in Item 4, there are no recent
contracts, arrangements, understandings or relationships with respect to
securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Non-Statutory Stock Option Agreement dated September 30, 1999.
Page 10 of 12 Pages
SIGNATURES
After reasonable inquiry and to the best of knowledge and belief of each
person or entity set forth below, each such person or entity certifies that the
information set forth in this Statement is true, complete and correct.
October 30, 2001 /S/ ANDREW WIEDERHORN
------------------------------------
Andrew Wiederhorn
October 30, 2001 /S/ TIFFANY WIEDERHORN
------------------------------------
Tiffany Wiederhorn
October 30, 2001 TTMM, L.P.
By: IVY CAPITAL PARTNERS,
L.P., its general partner
By: WIEDERHORN FAMILY LIMITED
PARTNERSHIP, its general partner
By: /S/ TIFFANY WIEDERHORN
--------------------------------
Tiffany Wiederhorn, its general
partner
October 30, 2001 WM STARLIGHT INVESTMENTS, LLC
By: /S/ TIFFANY WIEDERHORN
--------------------------------
Tiffany Wiederhorn, its
Managing member
Page 11 of 12 Pages
SCHEDULE A
ADDRESSES OF REPORTING PERSONS
Andrew Wiederhorn
c/o Fog Cutter Capital Group Inc.
1410 SW Jefferson St.
Portland, OR 97201
Tiffany Wiederhorn
c/o Fog Cutter Capital Group Inc.
1410 SW Jefferson St.
Portland, OR 97201
TTMM, L.P.
1410 SW Jefferson St.
Portland, OR 97201
WM Starlight Investments, LLC
1410 SW Jefferson St.
Portland, OR 97201
Page 12 of 12 Pages
EXHIBIT 1
WILSHIRE REAL ETATE INVESTMENT INC.
NON-STATUTORY STOCK OPTION AGREEMENT
I. NOTICE OF GRANT
Name: Andrew A. Wiederhorn
Address c/o Wilshire Real Estate Investment, Inc.
1310 SW 17th Street
Portland, OR 97201
Subject to the terms and conditions of the 1998 Stock Option Plan (the
"Plan") of Wilshire Real Estate Investment, Inc. (the "Company") and this
Agreement, the Company has granted you (the "Options") an option to purchase
shares of the Company's Common Stock as follows:
Grant Date September 30, 1999
Total Number of Shares 630,000
Subject to this Option
Exercise Price per Share $4.53
Total Exercise Price $2,853,900.00
Type of Option Non-Statutory (NSO)
Expiration Date (if not September 30, 2009
terminated earlier)
II. AGREEMENT
1. GRANT OF OPTION. The Company has granted Optionee a stock option (the
"Option") to purchase all or any portion of the number of shares of the
Company's Common Stock set forth in the Notice of Grant on the first page of
this Agreement (the "Option Shares"). The Option is subject to the terms and
conditions set forth in this Agreement and in the Plan. The terms and conditions
of the Plan are incorporated into this Agreement by reference. Optionee is
receiving a copy of the Plan with this Agreement.
2. EXERCISABILITY. This Option is not exercisable to any extent when
granted. One-fourth (1/4) of the option shall vest and become exercisable on
each anniversary of the Grant date.
3. MANNER OF EXERCISE. In order to exercise the Option or any portion of
the Option, Optionee must deliver a written notice of exercise to the Company
accompanied by payment of the exercise price in cash or by check or by delivery
of Company Common Stock
Page 1
owned by the Optionee for a period of at least six (6) months. No other means of
exercise are permitted.
4. EARLY TERMINATION OF OPTION. The presumptive expiration date of the
Option is set forth in the Notice of Grant. However, this Section 4 explains
circumstances under which the Option could expire earlier than that expiration
date. If, for any reason other than the death or permanent and total disability
or removal for cause, Optionee ceases to be a director of the Company, the
Option shall terminate one year thereafter or on the expiration date of the
option, whichever is earlier. If, due to death or permanent or total disability
(within the meaning of Section 22(e)(3) of the Internal Revenue Code, Optionee
ceases to be a director of the Company, the Optionee shall terminate two years
after the date of such death or disability or on the expiration date of the
Option, whichever is earlier. If the Optionee ceases to be a director of the
Company for Cause (as defined in the Plan), the Option shall terminate
immediately and become null and void. Nothing in this Section 4 shall have the
effect of accelerating the exercisability of the Option.
5. ADJUSTMENTS. The Company shall adjust the number and kind of shares
subject to the Option and exercise price of the Option under the circumstances
specified in, and in accordance with, the Plan.
6. NONASSIGNABILITY OF OPTION. The Option is not assignable or transferable
by the Optionee except to the limited extent permitted by Section 10.1 of the
Plan.
7. RESTRICTIONS ON ISSUANCE OF OPTION SHARES.
7.1 LEGALITY OF ISSUANCE. The Company shall not be obligated to sell any
shares under the Option if, in the opinion of the Company or its counsel, the
sale might constitute a violation by the Company of any law (including, without
limitation, the Securities Act of 1933, as amended (the "Act") or any
requirement of any applicable securities exchange or securities association.
7.2 REGISTRATION OR QUALIFICATION OF SECURITIES. The Company may, but shall
not be required to, register or qualify the grant of the Option or the sale of
the Option Shares under the Act, any other law or any requirement of any
applicable securities exchange or securities association.
7.3 RESTRICTIONS ON TRANSFER. The Company may impose restrictions upon the
sale, pledge or other transfer of Option Shares if, in the judgment of the
Company or its counsel, such restrictions are necessary or desirable to comply
with the provisions of the Act or any other law or any requirement of any
applicable securities exchange or securities association. Stock certificates
evidencing Option Shares will bear any restrictive legends by which the Company
or its counsel deems necessary or advisable in order to comply with any such
laws or requirement.
7.4 REPRESENTATIONS AND WARRANTIES. If the Company or its counsel consider
it necessary or advisable, the issuance of Option Shares may be conditioned upon
Optionee's making certain representations and warranties to the Company.
Page 2
8. MISCELLANEOUS.
8.1 ASSIGNMENT AND BINDING EFFECT. Subject to Section 6 of this Agreement,
this Agreement shall be binding upon and inure to the benefit of the executors,
administrators, heirs, legal representatives and successors of Optionee.
8.2 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Maryland (regardless of the law that
might otherwise govern under the applicable principles of conflict of laws).
8.3 NOTICES. All notices and other communications under this Agreement
shall be in writing. Unless and until Optionee is notified in writing to the
contrary, all notices, communications and documents directed to the Company and
related to this Agreement or the Option shall be delivered or mailed, first
class postage prepaid, to the following address:
Wilshire Real Estate Investment, Inc.
1310 S.W. 17th Street
Portland, OR 97201
Attention: Chris Tassos
Unless and until the Company is notified in writing to the contrary, all
notices, communications and documents intended for Optionee and related to this
Agreement or the Option shall be delivered or mailed, first class postage
prepaid, to Optionee's last known address as shown on the Company's books. All
mailings and deliveries related to this Agreement or the Option shall be deemed
delivered upon delivery (if personally delivered) or three days after deposit in
the U.S. mails (if mailed first class postage prepaid), in each such case
directed or addressed in accordance with Section 8.3.
8.4 TAX MATTERS. This Option is intended to be a nonstatutory stock option
for income tax purposes. Among other consequences, that means that Optionee can
expect to recognize income for income tax purposes when Optionee EXERCISES the
Option and then be subject to withholding obligations payable in cash.
8.5 COUNTERPARTS. This Agreement may be signed in counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same agreement.
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IN WITNESS WHEREOF, the parties have signed this Agreement as of the date
the Option was granted.
WILSHIRE REAL ESTATE INVESTMENT INC.
By:
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Its:
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OPTIONEE
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Andrew A. Wiederhorn
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