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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 0-23911
NOTIFICATION OF LATE FILING
(Check One): |_| Form 10-K |_| Form 11-K |_| Form 20-F |X| Form 10-Q
|_| Form N-SAR
For Period Ended: JUNE 30, 2001
|_| Transition Report on Form 10-K |_| Transition Report on Form 10-Q
|_| Transition Report on Form 20-F |_| Transition Report on From N-SAR
|_| Transition Report on Form 11-K
For the Transition Period Ended:
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READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR
TYPE.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification related to a portion of the filing checked above,
identify the item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
Full name of registrant: FOG CUTTER CAPITAL GROUP INC.
Former name if applicable
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Address of principal executive office (STREET AND NUMBER): 1631 SW COLUMBIA
STREET
City, state and zip code: PORTLAND, OREGON 97201
PART II
RULE 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion
thereof will be filed on or before the 15th calendar
|X| day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III
NARRATIVE
The Company, Fog Cap L.P. (a subsidiary of the Company and formerly known as
Wilshire Real Estate Partnership L.P.) and its two top executives, have been
named in a series of lawsuits relating to the receivership of Capital
Consultants, L.L.C. ("CCL"). The lawsuits name multiple defendants in addition
to the Company and its executives. In addition, the claimants have asserted but
have not yet filed claims against a number of additional parties regarding the
same alleged losses, including a number of professional advisors to named
defendants. The claimants have not described with any specificity the proportion
or share of losses, which they claim are attributable to the Company or its
executives, as compared to the other parties and other potential defendants.
Although these cases were filed during the period between October 2000 and April
2001, they are still in preliminary stages of pleading and discovery. The
parties deferred discovery and delayed the filing of any answers or legal
challenges to the sufficiency of the pleadings in order to facilitate a
confidential global mediation process, which has been ongoing since May 2001.
The Company has been participating in mediation and is in the process of
evaluating the current status of the mediation (including the results of a
status conferences with the Court held on August 13, 2001) as it pertains to the
presentation of the financial statements. As a result, the Company was unable to
prepare and review its financial statements by August 14, 2001 without
unreasonable effort and expense.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
R. SCOTT STEVENSON (503) 553-7364
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(Name) (Area Code)(Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s). |X| Yes |_| No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
| | Yes |X| No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
FOG CUTTER CAPITAL GROUP INC.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: August 14, 2001 By /s/ R. Scott Stevenson
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R. Scott Stevenson
Chief Financial Officer