UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Fog Cutter Capital Group Inc.
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(Name of Issuer)
Common Stock, par value $.0001 per share
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(Title of Class of Securities)
971892104
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(CUSIP Number)
Clarence B. Coleman
2401 Merced Street, Suite 300
San Leandro, CA 94577
(510) 614-5555
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 10, 2002
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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 [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
(Page 1of 8 pages)
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*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 971892104 SCHEDULE 13D Page 2 of 8 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Clarence B. Coleman
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
00
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_______________________________________________________________________________
7 SOLE VOTING POWER
0
NUMBER OF
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY 935,089
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
0
REPORTING
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH 935,089
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
935,089
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT*
CUSIP No. 971892104 SCHEDULE 13D Page 3 of 8 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joan F. Coleman
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
00
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_______________________________________________________________________________
7 SOLE VOTING POWER
0
NUMBER OF
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY 935,089
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
0
REPORTING
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH 935,089
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
935,089
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT*
CUSIP No. 971892104 Page 4 of 8 Pages
Clarence B. Coleman and Joan F. Coleman (the "Reporting Persons")
hereby file this Amendment No. 1 (the "Statement") to amend and supplement the
statement on Schedule 13D originally filed on November 1, 1999.
ITEM 1. SECURITY AND ISSUER
Fog Cutter Capital Group Inc.
Common Stock ($.0001 Par Value)
Fog Cutter Capital Group Inc.
1410 SW Jefferson
Portland, OR 97201
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed by the Reporting Persons, both citizens
of the United States. The Reporting Persons are husband and wife. The Reporting
Persons are sophisticated investors. Mr. Coleman has more than 50 years of
investing experience. Mr. Coleman is a private investor and Mrs. Coleman is a
housewife. The business and mailing address of each of the Reporting Persons is
2401 Merced Street, Suite 300, San Leandro, CA 94577.
Neither of the Reporting Persons has, during the last five years, been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors). Neither 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
judgment, decree or final order enjoinging 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 neither Reporting Person has responsibility
for the accuracy or completeness of information supplied by the other Reporting
Person.
CUSIP No. 971892104 Page 5 of 8 Pages
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 200,000 shares of Common Stock reported in
Item 5 below was approximately $450,000. The Reporting Persons acquired the
shares of Common Stock in consideration of the settlement of a dispute with a
third party.
ITEM 4. PURPOSE THE TRANSACTION.
The Reporting Persons acquired the 200,000 shares of the Common Stock
in consideration of the settlement of a dispute with a third party. These shares
are owned by the Reporting Persons as an investment in the Issuer and not with
the present intention of acquiring control of the Company's business.
Other than as described above, neither of the Reporting Persons has any
present plans or proposals which would relate to or would result in any of the
matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.
The Reporting Persons reserve 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, but
neither of the Reporting Persons have a present intention of doing so.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Set forth below is certain formation concerning all transactions in the
Common Stock in which the Reporting Persons have engaged during the past 60
days.
Transaction Date Number of Shares Purchased Price Per Share
---------------- -------------------------- ---------------
10/10/02 200,000 $2.25
Transaction Date Number of Shares Sold Price Per Share
---------------- --------------------- ---------------
10/14/02 100 $3.10
10/17/02 1,000 $3.10
10/21/02 1,000 $3.10
(a) As of the date of this filing, the Reporting Persons are the
beneficial owners of an aggregate of 935,089 shares of Common Stock representing
9.5% of the total class outstanding.
(b) The Reporting Persons share voting and dispositive power with
respect to the 935,089 shares of the Common Stock owned by them.
CUSIP No. 971892104 Page 6 of 8 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as described herein, neither 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 Issuer,
(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 No. 1 Joint Filing Agreement
CUSIP No. 971892104 Page 7 of 8 Pages
Signature
The Power of Attorney appointing Clarence B. Coleman as
attorney-in-fact and agent of Joan F. Coleman is incorporated by reference from
the Schedule 13D filed by Mr. and Mrs. Coleman on November 1, 1999.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 30, 2002
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(Date)
/s/ Clarence B. Coleman
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(Signature)
Clarence B. Coleman
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(Name/Title)
October 30, 2002
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(Date)
/s/ Clarence B. Coleman
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(Signature)
Clarence B. Coleman, Attorney-in-Fact
And Agent of Joan F. Coleman
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(Name/Title)
CUSIP No. 971892104 Page 8 of 8 Pages
SCHEDULE 13D
EXHIBIT NO. 1
JOINT FILING AGREEMENT
Each of the undersigned hereby agrees that the Schedule 13D/A, to which
this Agreement is attached as Exhibit 1, and all amendments thereto may be filed
on behalf of each such persons.
/s/ Clarence B. Coleman
Dated: October 30, 2002 -----------------------------------------
Clarence B. Coleman
/s/ Clarence B. Coleman
Dated: October 30, 2002 -----------------------------------------
Clarence B. Coleman, Attorney-in-Fact and
Agent of Joan F. Coleman