Refco Finance Inc., et al. – ‘8-K’ for 12/15/06

On:  Wednesday, 12/20/06, at 5:20pm ET   ·   For:  12/15/06   ·   Accession #:  1341004-6-3560   ·   File #s:  1-32604, 333-119701, -23

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     17K 
 2: EX-99       Exhibit 99.1 - Press Release                           2±     9K 
 3: EX-99       Exhibit 99.2 - Findings of Fact                       43    100K 
 4: EX-99       Exhibit 99.3 - Modified Joint Ch. 11 Plan]            76    390K 

8-K   —   Current Report
Document Table of Contents

8-K
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 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):
December 20, 2006 (December 15, 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 1.03  Bankruptcy or Receivership                                           
-------------------------------------                                           

         On December 15, 2006, Refco Inc. (the "Company") issued a press release
announcing that the U.S. Bankruptcy Court for the Southern District of New York 
(the "Bankruptcy Court") entered an order confirming the Modified Joint Chapter 
11 Plan of Refco Inc. and Certain of its Direct and Indirect Subsidiaries (the  
"Modified Plan"). The press release is attached as Exhibit 99.1, the order      
entered by the Bankruptcy Court, which confirms the Modified Plan, is attached  
as Exhibit 99.2, and the Modified Plan is attached as Exhibit 99.3 and each is  
incorporated by reference herein. Capitalized terms used but not otherwise      
defined herein shall have the meanings given to such terms in the Modified Plan.

       The Modified Plan provides for the orderly wind-up of the Company's
businesses and is premised on a series of interdependent settlements and        
compromises. Under the terms of the settlements which form the basis for the    
Modified Plan, secured lenders who were owed $717.7 million were paid in full in
cash prior to confirmation of the Modified Plan; bondholders are expected to    
receive 83.4 cents on the dollar for their claims; Refco Capital Markets, Ltd.'s
("RCM") securities customers are expected to receive approximately 85.6 cents on
the dollar for their claims, and general unsecured creditors are expected to    
receive between 23 and 37.5 cents on the dollar for their claims. In addition,  
as more fully described below, shareholders and creditors of the Company will   
have the opportunity to participate in recoveries obtained by both the          
Litigation Trust (as defined below) and Private Actions Trust (as defined below)
which will hold certain litigation claims.                                      

       On the effective date of the Modified Plan, the currently outstanding
shares of the Company's common stock will be cancelled and the holders of common
stock of the Company outstanding immediately prior to the filing of the Chapter 
11 Cases shall be given certain rights to participate in a trust established on 
the effective date of the Modified Plan to hold certain litigation claims of the
Debtors and RCM (the "Litigation Trust") and a trust established on the         
effective date of the Modified Plan to hold certain claims and causes of action 
against third parties owned by holders of claims or interests against RCM or the
Debtors and which claims, even after contribution, are not assets of the estates
of the Debtors (the "Private Actions Trust"). Specifically, holders of common   
stock of the Company that elect to assign and contribute their non-estate causes
of action to the Private Actions Trust will receive a percentage interest in the
recoveries obtained by both the Litigation Trust and the Private Action Trust   
(the "Combined Recoveries") keyed to the net amount of such recoveries,         
consisting of (i) 3% of the first $500 million of the Combined Recoveries; (ii) 
7.5% of the Combined Recoveries greater than $500 million; and (iii) 15% of the 
Combined Recoveries greater than $1 billion.                                    

Item 9.01  Financial Statements and Exhibits.                                   
---------------------------------------------                                   

(c) Exhibit.                                                  

Exhibit                                                                         
Number                Description                                               
-------               -----------                                               

Exhibit 99.1          Press Release, dated December 15, 2006                    

Exhibit 99.2          Order confirming the Modified Joint Chapter 11 Plan of    
             Refco Inc. and Certain of its Direct and Indirect
   Subsidiaries, entered December 15, 2006

Exhibit 99.3          Modified Joint Chapter 11 Plan of Refco Inc. and Certain  
                   of its Direct and Indirect Subsidiaries, dated December
14, 2006                            

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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:  December 20, 2006                                                        
                                                By: /s/ Jerry Lombardo
                                                         -----------------------
                                                Jerry Lombardo
                                                         Chief Financial Officer

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SIGNATURES
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      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:  December 20, 2006                                                        
                                                By: /s/ Jerry Lombardo
                                                         -----------------------
                                                Jerry Lombardo
                                                   Authorized Person

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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:  December 20, 2006                                                        
                                                By: /s/ Jerry Lombardo
                                                         -----------------------
                                                Jerry Lombardo
                                                Vice President

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 EXHIBIT INDEX
 -------------

Exhibit                                                                         
Number                Description                                               
-------               -----------                                               

Exhibit 99.1          Press Release, dated December 15, 2006                    

Exhibit 99.2          Order confirming the Modified Joint Chapter 11 Plan of    
             Refco Inc. and Certain of its Direct and Indirect
   Subsidiaries, entered December 15, 2006

Exhibit 99.3          Modified Joint Chapter 11 Plan of Refco Inc. and Certain  
                   of its Direct and Indirect Subsidiaries, dated December
14, 2006                            

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		12/20/06		1		4
For Period End:		12/15/06		1		5
		12/14/06		1		5			8-K
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