SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) January 31, 2001.
Fog Cutter Capital Group Inc.
(Exact Name of Registrant as Specified in Charter)
Maryland 0-23911 52-2081138
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1631 SW Columbia Street, Portland, OR 97201
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (503) 721-6500
Wilshire Real Estate Investment Inc.
(Former Name)
Item 5. Other Events.
On January 31, 2001, Wilshire Real Estate Investment Inc. (the "Company")
announced that it had changed its name to "Fog Cutter Capital Group Inc." and
that effective February 1, 2001, the Company's NASDAQ ticker symbol (currently
"WREI") will change to "FCCG". In addition, the Company announced that it will
concentrate on the acquisition of assets where its expertise in intensive asset
management, mortgage and real estate credit analysis and financial structuring
can create value.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
The following exhibit is filed as part of this report:
99.1 Press Release dated January 31, 2001.
SIGNATURES
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: January 31, 2001
FOG CUTTER CAPITAL GROUP INC.
By: /s/ Lawrence A. Mendelsohn
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Lawrence A. Mendelsohn
President
By: /s/ Chris Tassos
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Chris Tassos
Executive Vice President and Chief
Financial Officer
Exhibit 99.1
For Immediate Release
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February 1, 2001
Contact:
Andrew Wiederhorn or Lawrence Mendelsohn (503) 721-6500
Dan Lavey, The Gallatin Group (503) 220-0780
WILSHIRE REAL ESTATE INVESTMENT INC. CHANGES NAME
TO FOG CUTTER CAPITAL GROUP INC.
The new name reflects a business strategy of more opportunistic investment
and structuring of diverse real estate related assets
PORTLAND, Ore. - Effective January 25, 2001, Wilshire Real Estate Investment
Inc. (Nasdaq: WREI), an opportunistic investment group specializing in mortgage
and real estate related assets, has changed its name to Fog Cutter Capital Group
Inc. Also, effective February 1, 2001, the company's NASDAQ ticker symbol
(currently WREI) will change to FCCG.
The name change, recently approved by the company's board of directors, is
designed to reflect Fog Cutter's business strategy of opportunistically
investing, structuring and managing real estate related assets such as
mortgage-backed securities, mezzanine real estate loans and real estate, as well
as the acquisition of companies engaged in investing in such assets.
Fog Cutter Capital Group Inc. will concentrate on the acquisition of assets
where its expertise in intensive asset management, mortgage and real estate
credit analysis and financial structuring can create value. Further, the Company
expects that many of these assets, particularly in corporate acquisitions, will
be in conjunction with partners. As a result, the Company has restructured both
the asset and liability structure of its balance sheet and has begun arranging
and investing in transactions steered by its planned core business.
On December 22, 2000 the Company, through a Jersey, Channel Islands subsidiary,
BEP Islands Limited, and two subsidiaries of its partners (Merrill Lynch Inc.
and The Greenwich Group Intl.) offered to purchase Bourne End Properties Plc, a
quoted company registered in England and Wales, at 69 pence per share in cash,
or approximately (pound)42 million. Bourne End is a specialist investor in
retail property, currently owning nine town shopping centers in England and
Scotland. The shopping centers range in size from 80,000 square feet to
approximately 340,000 square feet. As of January 26, 2001, 97.45% of Bourne End
had shareholders accepted the offer.
During the year ended December 31, 2000, the Company significantly reduced
all of its mortgage backed securities related short-term, mark-to-market-based
financing. Such financing has generally been replaced by two securitized,
long-term, non-recourse, and non-mark-to-market-structured transactions.
Additionally, the Company sold the majority of its U.S. income property
portfolio.
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 availability
of real estate assets at acceptable prices, 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.