-----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, ApZXukcy+4se1zQ5vj7QB5O9g5A/H9Lz1Ok76bZPlxB/mz0pmmdZMH1c5nfM4/Oj Td9tZ+vX8Efsz6Nhkv4hkQ== 0001012975-99-000155.txt : 20000211 0001012975-99-000155.hdr.sgml : 20000211 ACCESSION NUMBER: 0001012975-99-000155 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990930 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990930 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 000-23911 FILM NUMBER: 99720592 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 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------------- FORM 8-K -------------------------------- CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 19, 1999 -------------------------------- Date of report (Date of earliest event reported) WILSHIRE REAL ESTATE INVESTMENT INC. (Exact name of registrant as specified in its charter) Maryland 0-23911 52-2081138 - ------------------------ ---------------------- ------------------------ (State or other Commission File Number (I.R.S. Employer jurisdiction of Identification Number) incorporation) 1301 S.W. 17th Street, Portland, OR 97201 - -------------------------------------------------------------------------------- (Address of principal executive offices)(Zip Code) (503) 223-5600 Registrant's telephone number, including area code Wilshire Real Estate Investment Trust Inc. 1776 SW Madison Street, Portland, OR 97205 - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 1 Item 5. OTHER EVENTS. Wilshire Real Estate Investment Inc. (the "Company") recently determined to become internally managed as a result of the Company's concern that its third party manager, Wilshire Realty Services Corporation ("WRSC"), and WRSC's parent, Wilshire Financial Services Group Inc. ("WFSG") were no longer able to provide management services and this has resulted in a dispute between the Company, on the one hand, and WRSC and WFSG, on the other. Until recently, the Company's business and investment affairs have been managed by WRSC pursuant to a management agreement and the Company has received managerial and administrative services from WRSC thereunder. Accordingly, during this period, the Company has had no employees and instead has relied on WRSC for management, facilities, reporting and other services. WRSC itself is a shell company and has no employees. WFSG provided managerial and administrative services to WRSC to allow it to fulfil its obligations under the management agreement. Beginning in the Fall of last year, the independent directors of the Company became increasingly concerned with WRSC's ability to perform its obligations under the management agreement, initially as a result of the severe financial difficulties experienced by WFSG and its subsequent bankruptcy restructuring. Relations among the companies continued to decline as the Company was not allowed to fully participate in the restructuring of WFSG and did not obtain any representation on WFSG's board of directors despite a 14% ownership interest. On August 19, 1999, the Company was notified that WFSG had suspended its Chief Executive Officer, Andrew Wiederhorn, and its President, Lawrence Mendelsohn, from their duties as employees of WFSG and its subsidiaries and terminated their employment with WFSG and its subsidiaries purportedly for cause on September 3, 1999. Mr. Wiederhorn and Mr. Mendelsohn were also terminated as Chief Executive Officer and President of WRSC. The Company and its independent directors have long considered that Mr. Wiederhorn and Mr. Mendelsohn are key personnel on which the stability and future growth of the Company (and WFSG) are dependent. As the principal architects of the development of both WFSG and the Company, Mr. Wiederhorn and Mr. Mendelsohn are intimately familiar with its strengths and weaknesses, have a firm understanding of the complex real estate and financial markets in which the Company operates, have longstanding relationships within the industry (and in particular with the Company's lenders) and are exceedingly familiar with the Company's assets (including its portfolio of subordinated mortgage-backed securities) and its liabilities (including short-term repurchase agreements). Accordingly, the independent directors of the Company believe that termination of Mr. Wiederhorn and Mr. Mendelsohn had a material adverse effect on WRSC's ability to perform its obligations under the management agreement. On August 20, 1999, the Company filed a lawsuit against WFSG, WRSC, Wilshire Credit Corporation ("WCC"), a 50.01 percent subsidiary of WFSG, and Wilshire Management Leasing Company ("WML"), a wholly-owned subsidiary of WFSG in the Circuit of the State of Oregon for Multnomah County and on August 23, 1999 amended its complaint, alleging that (i) the facilities sharing agreement, dated as of February 19, 1999, among the Company, WFSG, WRSC, WCC and WML (the "Facilities Sharing Agreement") had become operative as a result of the default by WRSC under the management agreement and (ii) the suspension of Messrs. Wiederhorn and Mendelsohn and the decision by WFSG to deny Messrs. Wiederhorn and Mendelsohn access to WFSG's facilities, personnel and equipment violates the terms of the Facilities Sharing Agreement. The Facilities Sharing Agreement had been entered into by the parties to provide for an orderly transition in the event that the management agreement was no longer operative and the Company was becoming internally rather than externally managed. Under the Facilities Sharing Agreement, WFSG, WRSC and others agreed to continue to provide certain services to the Company for two years in return for the payment of the pro rata cost of providing such services. On September 22, 1999, WFSG and WRSC filed papers in the above litigation alleging various affirmative defenses and counterclaims, including allegations that the Facilities Services Agreement is not in effect and is unenforceable and that the Company breached the management agreement. On September 22, 1999, the Company sent a letter to WRSC reserving its rights with respect to prior declarations of default and formally gave notice of non-renewal and termination for cause of the management agreement. The letter outlined various breaches by WRSC including failing to provide competent management, failing to provide services and facilities and taking actions contrary to the interests of the Company. Notwithstanding the foregoing, the 2 Company has sought to discuss the parties' disagreements with a view to reaching an amicable arrangement for severing the relationships between WFSG and the Company. There are preliminary meetings scheduled to occur this week. There can be no assurance that these discussions will result in a resolution of these disagreements. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. None 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WILSHIRE REAL ESTATE INVESTMENT INC. Date: September 29, 1999 By: /s/ Lawrence A. Mendelsohn ------------------------------------- Lawrence A. Mendelsohn President 4 -----END PRIVACY-ENHANCED MESSAGE-----