SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )*
WILSHIRE REAL ESTATE INVESTMENT TRUST INC.
_____________________________________________
(Name of Issuer)
Common Stock, $0.0001 Par Value
_______________________________
(Title of Class of Securities)
971892104
_____________
(CUSIP Number)
April 28, 1999
______________________________________
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
Continued on following page(s)
Page 1 of 11 Pages
Exhibit Index: Page 9
<PAGE>
SCHEDULE 13G
CUSIP No. 971892104 Page 2 of 11 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Jayhawk Investments, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 549,800
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
549,800
9 Aggregate Amount Beneficially Owned by Each Reporting Person
549,800
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
4.78%
12 Type of Reporting Person*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 971892104 Page 3 of 11 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Jayhawk Institutional Partners, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 116,800
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
116,800
9 Aggregate Amount Beneficially Owned by Each Reporting Person
116,800
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
1.01%
12 Type of Reporting Person*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 971892104 Page 4 of 11 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Jayhawk Capital Management, L.L.C.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 666,600
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
666,600
9 Aggregate Amount Beneficially Owned by Each Reporting Person
666,600
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
5.79%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 11 Pages
Item 1(a) Name of Issuer:
Wilshire Real Estate Investment Trust Inc. (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
c/o Wilshire Financial Services Group, Inc.
1776 SW Madison Street
Portland, OR 97205
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Jayhawk Investments, L.P., a Delaware partnership
("JILP")
ii) Jayhawk Institutional Partners, L.P., a Delaware
limited partnership ("JIPLP"); and
iii) Jayhawk Capital Management, L.L.C., a Delaware
limited liability company ("JCM").
This Statement relates to Shares (as defined herein) held for
the account of JILP and JIPLP. JCM serves as principal investment manager to
JILP and JIPLP and as such, has been granted investment discretion over
portfolio investments, including the Shares, held for the accounts of JILP and
JIPLP.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of JILP,
JIPLP and JCM is 8201 Mission Road, Suite 110, Prairie Village, KS 66208.
Item 2(c) Citizenship:
i) JILP is a Delaware limited partnership;
ii) JIPLP is a Delaware limited partnership; and
iii) JCM is a Delaware limited liability company.
Item 2(d) Title of Class of Securities:
Common Stock, $0.0001 par value (the "Shares").
<PAGE>
Page 6 of 11 Pages
Item 2(e) CUSIP Number:
971892104
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of May 4, 1999, each of the Reporting Persons may
be deemed the beneficial owner of the following
number of Shares:
JILP may be deemed to be the beneficial
owner of the 549,800 Shares held for its
account. JIPLP may be deemed to be the
beneficial owner of the 116,800 Shares held
for its account. JCM may be deemed to be the
beneficial owner of 549,800 Shares held for
the account of JILP and 116,800 Shares held
for the account of JIPLP.
Item 4(b) Percent of Class:
The number of Shares of which JILP may be
deemed to be the beneficial owner
constitutes approximately 4.78% of the total
number of Sharers outstanding.
The number of Shares of which JIPLP may be
deemed to be the beneficial owner
constitutes approximately 1.01% of the total
number of Shares outstanding.
The number of Shares of which JCM may be
deemed to be the beneficial owner
constitutes approximately 5.77% of the total
number of Shares outstanding.
Item 4(c) Number of shares as to which such person has:
JILP
----
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 549,800
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 549,800
<PAGE>
Page 7 of 11 Pages
JIPLP
-----
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 116,800
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 116,800
JCM
---
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 666,600
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 666,600
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
JCM serves as general partner to both JILP and JIPLP pursuant
to limited partnership agreements which provide JCM with the authority to
purchase, vote and dispose of securities for JILP and JIPLP. JCM is entitled to
fees based on assets under management and special profit allocations based on
realized and unrealized gains and losses, if certain conditions are met.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
<PAGE>
Page 8 of 11 Pages
Item 10. Certification:
By signing below each signatory certifies that, to the best of
his/its knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the Issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
<PAGE>
Page 9 of 11 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: May 4, 1999 JAYHAWK INVESTMENTS, L.P.
By: JAYHAWK CAPITAL MANAGEMENT, L.L.C.
By: /S/ Josh Selzer
---------------------------------------
Name: Josh Selzer
Title: Internal Counsel
Date: May 4, 1999 JAYHAWK INSTITUTIONAL PARTNERS, L.P.
By: JAYHAWK CAPITAL MANAGEMENT, L.L.C.
By: /S/ Josh Selzer
---------------------------------------
Name: Josh Selzer
Title: Internal Counsel
Date: May 4, 1999 JAYHAWK CAPITAL MANAGEMENT, L.L.C.
By: /S/ Josh Selzer
--------------------------------------------
Name: Josh Selzer
Title: Internal Counsel
<PAGE>
Page 10 of 11 Pages
EXHIBIT INDEX
Page No.
--------
A. Joint Filing Agreement dated May 4, 1999 by and among Jayhawk
Investments, L.P., Jayhawk Institutional Partners, L.P. and
Jayhawk Capital Management, L.L.C............................ 11
Page 11 of 11 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Common Stock of Wilshire Real Estate Investment Trust Inc. dated
as of May 4, 1999 is, and any amendments thereto (including amendments on
Schedule 13D) signed by each of the undersigned shall be, filed on behalf of us
pursuant to and in accordance with the provisions of Rule 13d-1(f) under the
Securities Exchange Act of 1934.
Date: May 4, 1999 JAYHAWK INVESTMENTS, L.P.
By: JAYHAWK CAPITAL MANAGEMENT, L.L.C.
By: /S/ Josh Selzer
---------------------------------------
Name: Josh Selzer
Title: Internal Counsel
Date: May 4, 1999 JAYHAWK INSTITUTIONAL PARTNERS, L.P.
By: JAYHAWK CAPITAL MANAGEMENT, L.L.C.
By: /S/ Josh Selzer
---------------------------------------
Name: Josh Selzer
Title: Internal Counsel
Date: May 4, 1999 JAYHAWK CAPITAL MANAGEMENT, L.L.C.
By: /S/ Josh Selzer
--------------------------------------------
Name: Josh Selzer
Title: Internal Counsel
