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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 2
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Wilshire Financial Services Group Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
971867106
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(CUSIP Number)
Wilshire Real Estate Investment Trust Inc.
1776 S.W. Madison Street
Portland, Oregon 97205
(503) 223-5600
with a copy to:
Daniel E. Titelbaum, Esq.
Heller Ehrman White & McAuliffe
333 Bush Street, San Francisco, California 94104
(415) 772-6000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 21, 1999
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(Date of Event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box.
(Continued on following pages)
(Page 1 of 9 pages)
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SCHEDULE 13D
CUSIP No. 971867106 Page 2 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wilshire Real Estate Investment Trust Inc.
EIN: 52-2081138
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2 CHECK THE APPROPRIATE BOX, IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
Maryland
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7 SOLE VOTING POWER
None
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NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED 2,874,791
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BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH None
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10 SHARED DISPOSITIVE POWER
2,874,791
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,874,791
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.35%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP No. 971867106 Page 3 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wilshire Real Estate Partnership, L.P.
EIN: 93-1236269
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2 CHECK THE APPROPRIATE BOX, IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
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7 SOLE VOTING POWER
None
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NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED 2,874,791
--------------------------------------------
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH None
--------------------------------------------
10 SHARED DISPOSITIVE POWER
2,874,791
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,874,791
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.35%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION.
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INTRODUCTION
The Reporting Persons herein named hereby file this Amendment No. 2 to the
Statement on Schedule 13D filed by the Reporting Persons on June 10, 1999 and
amended on June 18, 1999 (the "Statement") in respect of shares of Common Stock
Wilshire Financial Services Group Inc. Defined terms not otherwise defined
herein have the meanings ascribed thereto in the Statement.
Only those Items amended are reported herein.
Item 4. Purpose of Transaction
Item 4 is amended by adding the following paragraph:
On June 21, 1999 (the first business day following June 19, 1999), WREI
timely filed the holding company application on Form H-(e)1 (the
"Application") with the Office of Thrift Supervision (the "OTS")
previously referred to in this Schedule. WREI was required to file the
Application by the OTS as a condition of the OTS' approval of WREI's
acquisition of common stock of the Issuer pursuant to the Plan of
Reorganization. A copy of the OTS order requiring the filing of the
Application is attached as Exhibit 4(3).
Item 7. Material to Be Filed as Exhibits
Item 7 is amended by adding the following:
Exhibit 4(3): Order issued by OTS dated May 20, 1999.
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: June 23, 1999 Wilshire Real Estate Investment Trust Inc.
By: /s/ Andrew A. Wiederhorn
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Andrew A. Wiederhorn
Title: Chief Executive Officer
Wilshire Real Estate Partnership, L.P.
By: Wilshire Real Estate Investment Trust
Inc.
Its: General Partner
By: /s/ Andrew A. Wiederhorn
----------------------------------------
Andrew A. Wiederhorn
Title: Chief Executive Officer
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List of Exhibits
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Exhibit No. Description Page
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4(3) Order issued by Office of Thrift 7
Supervision dated May 20, 1999
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EXHIBIT 120-20
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OFFICE OF THRIFT SUPERVISION
WAIVER OF REGULATORY PROVISION
Order No.: 99-27
Date: May 20, 1999
Wilshire Real Estate Partnership L.P., Portland, Oregon, and Wilshire
Real Estate Investment Trust Inc., Portland, Oregon (collectively, the
"Acquirors") propose to acquire control of First Bank of Beverly Hills, FSB,
Beverly Hills, California ("Savings Bank"), in connection with the
reorganization in bankruptcy of Wilshire Financial Services Group, Inc.
("Holding Company"), the Savings Bank's holding company, without filing a
holding company application with the Office of Thrift Supervision ("OTS")
pursuant to 12 U.S.C. (S) 1467a(e) and 12 C.F.R. (S) 574.3(a). The Acquirors
have presented materials to the OTS attempting to demonstrate that the
proposed acquisition is exempt from prior OTS approval pursuant to 12 C.F.R
(S) 574.3(d)(1)(ii).
The materials submitted to the OTS indicate that several senior
executive officers and directors of the Savings Bank and its current holding
companies are controlling persons of or otherwise associated with the
Acquirors. The Acquirors therefore are unable to satisfy one of the
requirements for the exemption from prior approval, set forth at 12 C.F.R.
(S) 574.3(d)(2)(ii), that until the OTS has acted favorably upon the
acquiror's filing with the OTS, an acquiror shall not take any action to
direct the management or policies of the savings association (which is
defined to include savings and loan holding companies) or which are designed
to effect a change in the business plan of the savings association other
than voting on matters that may be presented to stockholders by management
of the savings association.
In order for the Acquirors to acquire control of the Savings Bank in
connection with the proposed transaction without obtaining prior OTS
approval, the OTS must waive the applicability of 12 C.F.R. (S)
574.3(d)(2)(ii). Under 12 C.F.R. (S) 500.30(a), the Director may, for good
cause and to the extent permitted by statute, waive the applicability of
any provision of 12 C.F.R. Chapter V, including 12 C.F.R. (S)
574.3(d)(2)(ii). The requirement set forth at 12 C.F.R. (S) 574.3(d)(2)(ii)
is not set forth in any statute. In addition, based on the materials
submitted in connection with the proposed transaction, a memorandum dated
May 11, 1999, from the West Regional Office, a legal opinion dated May 18,
1999, from the Business Transactions Division, and other facts and
circumstances known to the OTS, the Director concludes that there is good
cause for waiver of 12 C.F.R. (S) 574.3(d)(2)(ii), provided that the
Acquirors comply with the conditions set forth below.
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Order No. 99 - 27
Page 2
Accordingly, the Director hereby waives the applicability of 12
C.F.R. (S) 574.3(d)(2)(ii) to the Acquirors' acquisition of stock of the
Holding Company in connection with the Holding Company's reorganization in
bankruptcy, subject to the following conditions:
1. Within 30 days of the date of this order, the Acquirors must submit a
holding company application to the OTS pursuant to 12 U.S.C. (S)
1467a(e) and 12 C.F.R. (S) 574.3, decrease their holdings of the
Holding Company's stock to ten percent or less, or otherwise take
action resulting in the Acquirors no longer controlling the Savings
Bank, as control is determined under 12 C.F.R. (S) 574.4;
2. Until the OTS acts favorably an a holding company application
submitted by the Acquirors:
(a) the Acquirors must not take any action to effect a change in the
business plan of the Savings Bank or any of its holding
companies, except with prior OTS approval;
(b) no officers or employees of either of the Acquirors, or any other
person associated with either of the Acquirors, may become an
officer or director of the Savings Bank or any of its holding
companies, except that officers or employees of either of the
Acquirors or any other person associated with either of the
Acquirors may continue to hold any positions with the Savings
Bank or its holding companies that they may have held on the date
of this order; and
(c) neither the Acquirors, nor any controlling person, officer or
employee of either of the Acquirors, nor any party acting in
concert with either of the Acquirors or such person, may acquire
shares of the Holding Company or the Savings Bank, other than in
the Holding Company's reorganization in bankruptcy.
By order of the Director of the Office of Thrift Supervision, or her
designee, effective May 20. 1999.
/s/ Ellen Seidman
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Ellen Seidman
Director
