8-K 1 chi567655-2.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ----------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 4, 2006 (May 4, 2006) REFCO INC. REFCO GROUP LTD., LLC REFCO FINANCE INC. -------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 001-32604 20-2537426 Delaware 333-119701 52-2169014 Delaware 333-119701-23 20-1400416 ------------------------------ -------------------------- ------------------ (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification No.) One World Financial Center 200 Liberty Street, Tower A New York, New York 10281 -------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (Registrant's Telephone Number, Including Area Code) (212) 693-7000 ---------------- Not Applicable ------------------------------------------------------------------------ (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 7.01 Regulation FD Disclosure. ------------------------------------- Statements of Cash Receipts and Disbursements for the Periods from January 1, 2006 to January 31, 2006, February 1, 2006 to February 28, 2006 and March 1, 2006 to March 31, 2006 On May 4, 2006, Refco Inc. (the "Company") and certain of its subsidiaries (collectively, the "Debtors") filed their Monthly Statement of Cash Receipts and Disbursements for the periods from January 1, 2006 to January 31, 2006, February 1, 2006 to February 28, 2006 and March 1, 2006 to March 31, 2006 (the "Statements of Cash Receipts and Disbursements") with the United States Bankruptcy Court for the Southern District of New York (the "Court") (In re Refco Inc., et al., Case No. 05-60006 (RDD)). The Statements of Cash Receipts and Disbursements for the months of January, February and March 2006 are attached as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, respectively. The Statements of Cash Receipts and Disbursements are limited in scope, cover a limited time period, and have been prepared solely for the purpose of complying with the monthly reporting requirements of the Court. The majority of the Company's foreign subsidiaries have not filed for bankruptcy protection, and financial information regarding such foreign subsidiaries is not part of the consolidated group included in the Statements of Cash Receipts and Disbursements. The financial information in the Statements of Cash Receipts and Disbursements is unaudited and was prepared on the cash basis of accounting. The Company cautions readers not to place undue reliance upon the Statements of Cash Receipts and Disbursements. There can be no assurance that such information is complete. The Statements of Cash Receipts and Disbursements may be subject to revision. The Statements of Cash Receipts and Disbursements are in a format required by the Bankruptcy Code and should not be used for investment purposes. The information in the Statements of Cash Receipts and Disbursements should not be viewed as indicative of future results. Limitation on Incorporation by Reference The Statements of Cash Receipts and Disbursements are being furnished for informational purposes only and are not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended. Registration statements or other documents filed with the U.S. Securities and Exchange Commission shall not incorporate the Statements of Cash Receipts and Disbursements or any other information set forth in this Current Report on Form 8-K by reference, except as otherwise expressly stated in such filing. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD. Forward-Looking Statements This Current Report on Form 8-K, including the exhibits being furnished with this report, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of the 1995. In this Current Report on Form 8-K and the exhibits hereto, all statements other than statements of historical fact are forward-looking statements that involve risks and uncertainties and actual results could differ materially from those set forth in the forward-looking statements. These forward-looking statements are based on assumptions that we have made in light of our experience and on our perceptions of historical events, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. Because of these factors, we caution that you should not place undue reliance on any of our forward-looking statements. Further, any forward-looking statement speaks only as of today. It is impossible for us to predict how new events or developments may affect us. The registrants disclaim any intention or obligation to update or revise any forward-looking statements, either to reflect new information or developments or for any other reason. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. Exhibit Number Description ------ ----------- Exhibit 99.1 Statement of Cash Receipts and Disbursements for January 2006 Exhibit 99.2 Statement of Cash Receipts and Disbursements for February 2006 Exhibit 99.3 Statement of Cash Receipts and Disbursements for March 2006 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. REFCO INC. Date: May 4, 2006 By: /s/ Jerry Lombardo ------------------------------ Jerry Lombardo Vice President 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. REFCO GROUP LTD., LLC Date: May 4, 2006 By: /s/ Jerry Lombardo ------------------------------ Jerry Lombardo Authorized Person 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. REFCO FINANCE INC. Date: May 4, 2006 By: /s/ Jerry Lombardo ------------------------------ Jerry Lombardo Vice President EXHIBIT INDEX Exhibit Number Description ------ ----------- Exhibit 99.1 Statement of Cash Receipts and Disbursements for January 2006 Exhibit 99.2 Statement of Cash Receipts and Disbursements for February 2006 Exhibit 99.3 Statement of Cash Receipts and Disbursements for March 2006

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 17, 2005

Refco Group Ltd., LLC Refco Finance Inc.

(Exact name of registrant as specified in its charter)

Delaware	333-119701	52-2169014
Delaware	333-119701	20-1400416
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
One World Financial Center 200 Liberty Street, Tower A New York, New York		10281
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 693-7000

Not Applicable. (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events

On August 17, 2005, Refco Inc. announced that its subsidiaries Refco Group Ltd., LLC and Refco Finance Inc. have elected to redeem $210 million in principal amount of their outstanding $600 million of 9% Senior Subordinated Notes due 2012. The redemption price is 109% of the principal amount of notes redeemed plus accrued and unpaid interest to September 16, 2005, the redemption date.

Item 9.01. Financial Statements and Exhibits

(c)	Exhibits
99.1	Press Release, dated August 17, 2005.

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.

	Refco Group Ltd., LLC
Date: August 17, 2005	By:	/s/ PHILLIP R. BENNETT
		Name: Phillip R. Bennett Title: President and Chief Executive Officer

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.

	Refco Finance Inc.
Date: August 17, 2005	By:	/s/ PHILLIP R. BENNETT
		Name: Phillip R. Bennett Title: President

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