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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
__________
FORM 8K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
APRIL 3, 1995
(DATE OF EARLIEST EVENT REPORTED)
INDUSTRIAL FUNDING CORP.
(EXACT NAME OF REGISTRANT SPECIFIED IN ITS CHARTER)
OREGON 0-18071 93-1013278
(STATE OR OTHER (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
JURISDICTION IDENTIFICATION NO.)
OF INCORPORATION)
2121 S.W. BROADWAY
SUITE 330
PORTLAND, OREGON 97201
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(503)228-2111
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
2121 S.W. BROADWAY
SUITE 100
PORTLAND, OREGON 97201
(FORMER ADDRESS)
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On April 3, 1995, a change in control of the Company occurred upon the
closing of the sale of 5,625,000 shares of Class B Common Stock of the Company
by IFC Holdings, Inc. under the terms of a Stock Purchase Agreement, dated as of
April 3, 1995, to Fir Tree Industrial, L.P., a Delaware limited partnership
("FTI"), Fir Tree Value Fund, L.P., a Delaware limited partnership ("FTV"),
F/B/O Jeffrey D. Tannenbaum IRA Neuberger & Berman Custodian ("IRA"), and Quota
Fund, N.V., a foreign investment company ("Quota") for a cash price of $2.00 per
share. FTI, FTV, IRA and Quota purchased 3,135,000, 1,125,000, 72,500 and
1,292,500 shares of the Company's Class B Common Stock, respectively. The
aforementioned shares of Class B Common Stock, in the aggregate, represent 100
percent of the issued and outstanding Class B Common Stock of the Company and
96.6 percent of the Company's outstanding Common Stock voting rights.
Based on filings with the Securities and Exchange Commission, the Company
believes that Fir Tree Partners, a New York corporation, beneficially owns
1,386,887 shares of the Class A Common Stock of the Company. Of the 1,386,887
shares, 133,605 are beneficially owned by Fir Tree Partners in its capacity as
trading advisor for the account of Quota and 1,255,282 are beneficially owned by
Fir Tree Partners for the account of FTV. The aforementioned shares of Class A
Common Stock, in the aggregate, represent 70.1 percent of the issued and
outstanding Class A Common Stock of the Company and 2.4 percent of the Company's
outstanding Common Stock voting rights
Upon the closing of the sale of shares of Class B Common Stock of the
Company on April 3, 1995, Messrs. Brent S. Belzberg, Alan R Hibben, and K. Peter
Zech resigned as directors of the Company. On April 3, 1995, Messrs. Jeffrey D.
Tannenbaum, Bernard Tannenbaum, and Barry Malkin were appointed as new directors
of the Company. In addition, Mr. Jeffrey D. Tannenbaum was appointed Chairman
of the Board of the Company. The Company is aware of no other arrangements or
understandings among members of the former or the new control group with respect
to the election of directors or other matters.
Effective April 3, 1995, the Company's address of its principal executive
office is 2121 SW Broadway, Suite 330, Portland, Oregon 97201.
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SIGNATURES:
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INDUSTRIAL FUNDING CORP.
(Registrant)
Date: April 14, 1995 By: /s/ JOHN W. PITT
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John W. Pitt
Vice President - Finance
