SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): August 21, 2002
IBF VI - SECURED LENDING CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 333-71091 52-2139510
(State of Incorporation) (Commission File No.) (IRS Employer
Identification No.)
1733 Connecticut Avenue, N.W.
Washington, D.C. 20009
(Address of principal executive offices, including zip code)
(202) 588-7500
(Registrant's telephone number, including area code)
Item 5. Other
On December 3, 2001, the Securities and Exchange Commission commenced a
formal investigation of the Company, its parent and certain of our affiliates.
The Company was unable to reach a settlement with the SEC in connection with the
investigation due, in large part, to the fact that the SEC indicated that a
settlement would require the appointment of a receiver which, in our view, would
have effectively required a discounted liquidation of our assets. In light of
the nature of our assets, we believe that this course would lead to recovery of
only a limited portion of asset value and thus would be detrimental to our bond
holders. Accordingly, on June 7, 2002, IBF VI, our parent company, and an
affiliated company filed voluntary petitions for reorganization under Chapter 11
of the United States Bankruptcy Code. The bankruptcy filings were undertaken to
preserve investor value. We believe that the entities have sufficient liquidity,
and have not experienced a material adverse change in the quality of their
overall asset base. The petitions were filed in the United States Bankruptcy
Court for the Southern District of New York (our Case No. 02-41591). No trustee,
receiver, fiscal agent or similar officer has been appointed with respect to IBF
VI, our parent, or our affiliate, which continue to operate their businesses as
debtors in possession.
On July 23, 2002, the Commission filed a complaint alleging, among
other things, that the Company is operating unlawfully as an unregistered
investment company in violation of the Investment Company Act of 1940 and that
we misrepresented and omitted material facts in its offering and disclosure
documents. With respect to IBF VI, the complaint seeks an injunction barring
further violations of the securities laws, an order appointing a trustee to take
possession of our assets, and disgorgement of all of our offering proceeds,
among other things. The complaint was filed in the United States District Court
for the Southern District of New York and is titled Securities and Exchange
Commission v. IBF Collateralized Finance Corporation, IBF VI - Secured Lending
Corporation, InterBank Funding Corporation and Simon A. Hershon. We believe that
this action by the SEC is without merit and we intend to vigorously defend it.
Item 7. Financial Statements and Exhibits
In light of our recent voluntary petition for reorganization under
Chapter 11 of the United States Bankruptcy Code and the Commission's
investigation and complaint, the Company has determined to file monthly reports
on Form 8-K in lieu of the quarterly reports on Form 10-Q. The financial
statements that are included in this filing, which cover the periods June 7
through June 30, 2002 and July 1 through July 31, 2002 have also been submitted
to the Bankruptcy Court. These reports have not been prepared in accordance with
generally accepted accounting principals, or GAAP, in that they do not
consolidate a subsidiary that is 100% owned by the Company because that
subsidiary is a bankruptcy-remote entity and accordingly is not affected by the
bankruptcy proceedings. The value of the Company's investment in the subsidiary
is included on the balance sheet, however. The fair value assigned to the
investments described in our financials are based on available information and
do not necessarily represent amounts that might ultimately be realized, since
such amounts depend on future circumstances. Investment valuation is conducted
by management at least annually and more frequently if circumstances warrant.
Unrealized appreciation or depreciation on investments as a result of changes in
management's estimate of investment fair value is recorded on the statement of
operations. Realized gains and losses include those amounts that result from the
disposition of investments, as well as loan charge-offs and recoveries.
(c) Exhibits
Exhibit No. Description
99.1 Unconsolidated, Unaudited Monthly
Operating Reports dated June 30, 2002 and
July 31, 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
IBF VI - SECURED LENDING CORPORATION
/s/ SIMON A. HERSHON
Simon A. Hershon
Chief Executive Officer
Dated: August 22, 2002