-----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, LothgLPvDg2blcm406/e27ciyBZfuS8hyitTJv8dxWFKErJuZKJX4n+Bj9pwbxLH Ugkpzig8j57UFjxe+8DOSQ== 0001047469-03-019311.txt : 20030520 0001047469-03-019311.hdr.sgml : 20030520 20030520153734 ACCESSION NUMBER: 0001047469-03-019311 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030520 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030520 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: 03712434 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 1 a2111703z8-k.htm 8-K
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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): May 20, 2003

Fog Cutter Capital Group Inc.
(Exact Name of Registrant as Specified in Charter)

Maryland
(State or Other Jurisdiction
of Incorporation)
  0-23911
(Commission
File Number)
  52-2081138
(IRS Employer
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. (Nasdaq: FCCG) has updated the status of its loans to Strouds Acquisition Corporation, which filed for Chapter 11 bankruptcy protection on May 20, 2003. In March 2003, Fog Cutter structured a financing package to help stabilize Strouds, a distressed, 50 store specialty linen retailer. The financing package allowed Strouds critical time to examine its business model and evaluate further strategic options.

        Fog Cutter's financing package for Strouds included a $2 million loan participation in Fleet Retail Finance Inc.'s senior secured credit facility and a $900,000 subordinated secured loan. Last week, both Fleet and Fog Cuter notified Strouds of defaults under their respective loan facilities. The Company also purchased preferred stock and common stock warrants of Strouds.

        After careful analysis of all potential options, Strouds determined that filing for Chapter 11 bankruptcy protection will best serve the interests of Strouds, its shareholders and its creditors.

        Based upon an initial analysis of the assets and liabilities of Strouds, Fog Cutter believes that its loans are adequately collateralized and that Fog Cutter will receive repayment of all or substantially all of its loans to the retailer. The recovery of the investment in Strouds' preferred stock is uncertain, however, that investment had been fully reserved by Fog Cutter in its financial statements as of March 31, 2003.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c)
Exhibits.

        The following exhibit is filed as part of this report:

2.1
Press Release Dated May 20, 2003—"Fog Cutter Borrower in Default; Full Payment Anticipated.

1



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: May 20, 2003   FOG CUTTER CAPITAL GROUP INC.

 

 

By:

 

/s/  
R. SCOTT STEVENSON      
R. Scott Stevenson
Senior Vice President and Chief
Financial Officer

2




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SIGNATURE
EX-2.1 3 a2111703zex-2_1.htm EX-2.1

Exhibit 2.1

For Immediate Release

FOG CUTTER BORROWER IN DEFAULT; FULL PAYMENT ANTICIPATED

        PORTLAND, Oregon.—May 20, 2003—Fog Cutter Capital Group Inc. (Nasdaq: FCCG) updated the status of its loans to Strouds Acquisition Corporation, which filed for Chapter 11 bankruptcy protection on May 20, 2003. In March 2003, Fog Cutter structured a financing package to help stabilize Strouds, a distressed 50 store specialty linen retailer. The financing package allowed Strouds critical time to examine its business model and evaluate further strategic options. As a merchant bank, Fog Cutter seeks opportunistic investments in financially or operationally challenged companies. In making such investments, Fog Cutter's goal is to protect the interests of its shareholders by balancing the downside risk inherent in such investments with the potential for appreciation.

        Fog Cutter's financing package for Strouds included a $2 million loan participation in Fleet Retail Finance Inc.'s senior secured credit facility and a $900,000 subordinated secured loan. Last week, both Fleet and Fog Cuter notified Strouds of defaults under their respective loan facilities.

        After careful analysis of all potential options, Strouds determined that filing for Chapter 11 bankruptcy protection will best serve the interests of Strouds, its shareholders and its creditors.

        Based upon an initial analysis of the assets and liabilities of Strouds, Fog Cutter believes that its loans are adequately collateralized and that Fog Cutter will receive repayment of all or substantially all of its loans to the retailer.

        Fog Cutter Capital Group Inc. focuses on investing, structuring and managing a wide range of financial assets, including the acquisition of debt or equity positions in companies requiring assistance in restructuring their operations; investments in mortgage-backed securities and other real estate related assets; provision of corporate mezzanine financing and other similar investments. The Company invests where its expertise in intensive asset management, credit analysis and financial structuring can create value and provide an appropriate risk-adjusted rate of return. 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 specialty retail market, 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.



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