Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
June 23, 1999 0-21845
Date of report (Date of earliest event reported) Commission File Number
Wilshire Financial Services Group Inc.
(Exact name of registrant as specified in its charter)
Delaware 93-1223879
(State or other jurisdiction of incorporation) (I.R.S. Employer
Identification Number)
776 SW Madison Street, Portland, OR 97205
(Address of principal executive offices)(Zip Code)
(503) 223-5600
Registrant's telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. OTHER EVENT.
On June 23, 1999, Wilshire Financial Services Group Inc. ("WFSG" which,
along with its subsidiaries, is referred to herein as the "Company"), received a
letter from NASDAQ AMEX, stating that the Company's request for continued
listing of its common stock on The Nasdaq National Stock Market had been denied.
Based on the change in the Company's financial structure and the nearly complete
changeover of the Company's shareholder base, the Nasdaq Listing Qualifications
Panel (the "Panel") was of the opinion that the Company should be viewed as a
new entity, which must satisfy the standards for initial inclusion on The Nasdaq
National Stock or SmallCap Market. In that regard, the Panel expressed concern
that the Company would not be able to comply with the minimum bid price
requirement for initial inclusion. Accordingly, the Panel determined to delist
the Company's common stock from The Nasdaq National Stock Market, effective with
the close of business on June 23, 1999.
The Company intends to have its common stock quoted on the OTC Bulletin
Board and has requested that certain market makers sponsor the Company's common
stock for quotation on the OTC Bulletin Board. There can be no assurance as to
when or if the Company's common stock will be quoted on the OTC Bulletin Board.
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 pools of loans at acceptable prices, the availability and
conditions of financing for loan pool acquisitions and mortgage-backed
securities, interest rates and overseas expansion. 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.
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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WILSHIRE FINANCIAL SERVICES
GROUP INC.
Date: June 25, 1999 By: /s/ Lawrence A. Mendelsohn
Lawrence A. Mendelsohn
President
By: /s/ Chris Tassos
Chris Tassos
Executive Vice President and
Chief Financial Officer
