UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)
WILSHIRE REAL ESTATE INVESTMENT TRUST INC.
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(Name of Issuer)
Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
971892104
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(CUSIP Number)
Andrew A. Wiederhorn
c/o Wilshire Financial Services Group Inc.
1776 SW Madison Street
Portland, Oregon 97205
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
3/16/99
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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(b)(3) or (4), check the following box |_|
Check the following box if a fee is being paid with this statement |_|. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
<PAGE>
CUSIP No. 971892104 SCHEDULE 13D Page 2 of 8 Pages
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1 NAME OF REPORTING PERSONS Andrew W. Wiederhorn
S.S. or I.R.S. IDENTIFICATION NO. OF
ABOVE PERSONS (Intentionally omitted)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS N/A
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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 OF ORGANIZATION United States
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7 SOLE VOTING POWER 0
NUMBER OF
SHARES
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8 SHARED VOTING POWER 600,689
BENEFICIALLY
OWNED BY
-----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER 600,689
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
600,689
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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) 5.2%
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14 TYPE OF REPORTING PERSON IN
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<PAGE>
CUSIP No. 971892104 Schedule 13D Page 3 of 8 Pages
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1 NAME OF REPORTING PERSONS Tiffany Wiederhorn
S.S. or I.R.S. IDENTIFICATION NO. OF
ABOVE PERSONS (Intentionally omitted)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS PF
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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 OF ORGANIZATION United States
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7 SOLE VOTING POWER 495,057
NUMBER OF
SHARES
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8 SHARED VOTING POWER 600,689
BENEFICIALLY
OWNED BY
-----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 495,057
REPORTING
PERSON
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER 600,689
WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
600,689
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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) 5.2%
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14 TYPE OF REPORTING PERSON IN
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<PAGE>
CUSIP No. 971892104 Schedule 13D Page 4 of 8 Pages
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1 NAME OF REPORTING PERSONS TTMM, L.P.
S.S. or I.R.S. IDENTIFICATION NO. OF
ABOVE PERSONS (Intentionally omitted)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS WC
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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 OF ORGANIZATION Delaware
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7 SOLE VOTING POWER 100,000
NUMBER OF
SHARES
-----------------------------------------------------------------
8 SHARED VOTING POWER 0
BENEFICIALLY
OWNED BY
-----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 100,000
REPORTING
PERSON
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER 0
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
100,000
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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) 0.8%
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14 TYPE OF REPORTING PERSON PN
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<PAGE>
Item 1. Security and Issuer
Wilshire Real Estate Investment Trust Inc.
Common Stock ($.0001 Par Value)
Wilshire Real Estate Investment Trust Inc.
1776 SW Madison Street
Portland, OR 97205
Item 2. Identity and Background
This Statement is being filed by: Andrew Wiederhorn, Tiffany Wiederhorn
and TTMM, L.P. (the "Reporting Persons"). Andrew Wiederhorn has been the
Chairman of the Board of Directors and Chief Executive Officer of Wilshire
Financial Services Group Inc. since its formation in 1996. Andrew Wiederhorn has
also been the Chairman of the Board of Directors, Chief Executive Officer,
Secretary and Treasurer of Wilshire Real Estate Investment Trust Inc. since its
formation in 1998. Tiffany Wiederhorn is Mr. Wiederhorn's spouse. TTMM, L.P. is
a California limited partnership, which is engaged in making investments. Ivy
Capital Partners, L.P., a California limited partnership is the general partner
of TTMM, L.P. The Wiederhorn Family Limited Partnership, a California limited
partnership is the general partner of Ivy Capital Parnters, L.P. Tiffany
Wiederhorn is the general partner of the Wiederhorn Family Limited Partnership.
Schedule A annexed hereto and incorporated by reference herein sets forth the
addresses of the Reporting Persons.
None of the Reporting Persons has, during the last five years, been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors). None of the Reporting Persons has, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgement, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to federal or state securities laws, or finding
any violations with respect to such laws.
Information with respect to each of the Reporting Persons is given
solely by such Reporting Person and no Reporting Person has responsibility for
the accuracy or completeness of information supplied by another Reporting
Person.
The filing of this Schedule 13D (including all amendments thereto) does
not constitute an admission by any of the persons making this filing that such
persons are a "group" for purposes of Section 13(d)(3) of the Securities
Exchange Act of 1934 (the "Act"). The Reporting Persons deny that they should be
deemed to be such a "group", an such persons are making this filing only because
they may be deemed to constitute a "group" for purposes of Section 13(d)(3) of
the Act.
Item 3. Source and Amount of Funds or Other Consideration
The source and amount of funds (including commissions) used by each of
the Reporting Persons to acquire the shares of Common Stock reported in Item 5
below was as follows:
Name Amount Source of Funds
Andrew Wiederhorn N/A N/A
Tiffany Wiederhorn $1,686,281 personal funds
TTMM, L.P. $ 375,000 working capital
Item 4. Purpose of Transaction
Each of the Reporting Persons purchased the shares of Common Stock
owned by such Reporting Person for the purpose of making an investment in the
Issuer and not with the present intention of acquiring control of the Company's
business. Each of the Reporting Persons intends to review his respective
investment in the Issuer and may, depending in part upon the Issuer's course of
action, seek to increase, decrease or dispose of his investment in the Issuer.
Other than as described above, none of the Reporting Persons or to the
best knowledge of TTMM, L.P., its general partner has any present plans or
proposals which would relate to or would result in (a) the acquisition by any
Reporting Person of additional securities of the Issuer, (b) an extraordinary
corporate transaction, such as a merger,
<PAGE>
reorganization, or liquidation involving the Issuer, (c) a sale or transfer of a
material amount of the assets of the Issuer, (d) any change in the present board
of directors or to fill any existing vacancies on the Issuer's board of
directors, (e) any material change in the present capitalization or dividend
policy of the Issuer, (f) any other material change in the Issuer's charter,
by-laws or instruments corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any person, (h) causing a class of
securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association, (i) a class of equity securities of
the Issuer becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Act, or (j) any action similar to any of those enumerated above.
Item 4 disclosure provisions regarding any plans or proposals to make any
changes in a company's investment policy for which a vote is required by Section
13 of the Investment Company Act of 1940 are inapplicable.
Notwithstanding anything contained herein, each of the Reporting
Persons reserves the right, depending on other relevant factors, to purchase
additional shares of Common Stock or to dispose of all or a portion of his or
her holdings of Common Stock or change his or her intention with respect to any
and all of the matters referred to in this Item 4.
Item 5. Interest in Securities of the Issuer
Set forth below is certain information concerning all transactions in
the Common Stock in which the Reporting Persons have engaged during the past 60
days. All of such transactions were effected on NASDAQ- AMEX.
Name Transaction Number of Price Per
Date Shares Purchased Share
Tiffany Wiederhorn 2/2/99 1,500 2 15/16
2/3/99 200 3
2/5/99 6,400 3
2/5/99 5,000 3 1/16
2/8/99 500 3
2/8/99 40,000 3 1/16
2/9/99 1,300 3 3/16
2/9/99 235,000 3 3/16
3/16/99 205,157 3 3/4
TTMM, L.P. 3/16/99 100,000 3 3/4
The ownership by the Reporting Persons of shares of Common Stock and
the percentage of the outstanding shares of Common Stock represented thereby is
as follows:
Name Number of Shares Percentage
Andrew Wiederhorn 600,689(1) 5.2%
Tiffany Wiederhorn 600,689(2) 5.2%
TTMM, L.P. 100,000 0.8%
- ---------
(1) Includes 595,057 shares of Common Stock owned by the other Reporting
Persons. Andrew Wiederhorn shares voting and dispositive power with
respect to the shares of Common Stock owned by the other Reporting
Persons and may be deemed to be the beneficial owner of all such
shares. Andrew Wiederhorn disclaims beneficial ownership of any of the
shares of Common Stock owned by the other Reporting Persons. Also
includes 5,632 shares of Common Stock owned by Andrew and Tiffany
Wiederhorn's minor children. Andrew Wiederhorn shares voting and
dispositive power with respect to such shares of Common Stock and may
be deemed to be the beneficial owner of such shares. Andrew Wiederhorn
disclaims beneficial ownership of such shares of Common Stock.
(2) Includes 100,000 shares of Common Stock owned by TTMM, L.P. Tiffany
Wiederhorn shares voting and dispositive power with respect to the
shares of Common Stock owned by TTMM, L.P. and may be deemed to be the
beneficial owner of such shares. Tiffany Wiederhorn disclaims
beneficial ownership of such shares of Common Stock. Also Includes
5,632 shares of Common Stock owned by Andrew and Tiffany Wiederhorn's
minor children. Tiffany Wiederhorn shares voting and dispositive power
with respect to such shares of Common Stock and may be deemed to be the
beneficial owner of such shares. Tiffany Wiederhorn disclaims
beneficial ownership of such shares of Common Stock.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Except as described herein, none of the Reporting Persons has any
contracts, arrangements, understandings or relationships (legal or otherwise)
with respect to any securities of the Issuer, including, but not limited to any
agreements concerning (i) transfer or voting of any securities of the Company,
(ii) finder's fees, (iii) joint ventures, (iv) loan or option arrangements, (v)
puts or calls, (vi) guaranties or profits, (vii) division of profits or loss or
(viii) the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits
Exhibit 1 - Joint Filing Agreement.
<PAGE>
Signatures and Power of Attorney
Know all men by these presents, that each person or entity whose
signature appears below constitutes and appoints Andrew A. Wiederhorn his, hers
or its true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him, her or it and in his, her or its name,
place and stead, in any and all capacities, to sign any and all amendments to
this Statement and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or it might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, his
substitute or substitutes may lawfully do or cause to be done by virtue thereof.
After reasonable inquiry and to the best of knowledge and belief of
each person or entity set forth below, each such person or entity certifies that
the information set forth in this Statement is true, complete and correct.
March 31, 1999 /s/ Andrew Wiederhorn
------------------------------
Andrew Wiederhorn
March 31, 1999 /s/ Tiffany Wiederhorn
------------------------------
Tiffany Wiederhorn
March 31, 1999 TTMM, LP
By: IVY CAPITAL PARTNERS, L.P.,
its general partner
By: WIEDERHORN FAMILY LIMITED
PARTNERHSIP, its general
partner
By: /s/ Tiffany Wiederhorn
--------------------------
Tiffany Wiederhorn,
its general partner
<PAGE>
Schedule A
Addresses of Reporting Persons
Andrew Wiederhorn
c/o Wilshire Financial Services Group Inc.
1776 SW Madison Street
Portland, OR 97205
Tiffany Wiederhorn
c/o Wilshire Financial Services Group Inc.
1776 SW Madison Street
Portland, OR 97205
TTMM, L.P.
1776 SW Madison Street
Portland, OR 97205
<PAGE>
Exhibit 1
Joint Filing Statement
Each of the undersigned hereby agrees that the Schedule 13D, to which
this Agreement is attached as Exhibit 1, and all amendments thereto may be filed
on behalf of each such persons.
March 31, 1999 /s/ Andrew Wiederhorn
---------------------------
Andrew Wiederhorn
March 31, 1999 /s/ Tiffany Wiederhorn
---------------------------
Tiffany Wiederhorn
March 31, 1999 TTMM, LP
By: IVY CAPITAL PARTNERS, L.P.,
its general partner
By: WIEDERHORN FAMILY LIMITED
PARTNERHSIP, its general partner
By:/s/ Tiffany Wiederhorn
Tiffany Wiederhorn, its general partner
