SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
WILSHIRE REAL ESTATE INVESTMENT TRUST, INC.
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(Name of Issuer)
Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
971892104
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(CUSIP Number)
December 31, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ X / Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)
CUSIP No. 971892104 13G
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jayhawk Capital Management, L.L.C. (Tax I.D.: 48-1172612)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER 5 SOLE VOTING POWER 410,200**
OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 7 SOLE DISPOSITIVE POWER 410,200**
EACH
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
410,200**
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.6%**
12 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT
**See Item 4
CUSIP No. 971892104 13G
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Kent C. McCarthy
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER 5 SOLE VOTING POWER 410,200**
OF
SHARES 6 SHARED VOTING POWER 0
BENEFICIALLY
OWNED BY 7 SOLE DISPOSITIVE POWER 410,200**
EACH
REPORTING 8 SHARED DISPOSITIVE POWER 0
PERSON WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
410,200**
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.6%**
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
**See Item 4
SCHEDULE 13G
The Schedule 13G relating to the common stock of Wilshire Real Estate
Investment Trust, Inc., a Maryland corporation, is being filed with the
Securities and Exchange Commission by Jayhawk Capital Management, L.L.C., a
Delaware limited liability company ("Jayhawk"), and its manager, Kent C.
McCarthy.
This Schedule 13G relates to shares of common stock of Wilshire Real
Estate Investment Trust, Inc. purchased by Jayhawk for the accounts of
Jayhawk Institutional Partners, L.P. and Jayhawk Investments, L.P., of
which Jayhawk is the general partner.
ITEM 1(A) NAME OF ISSUER.
Wilshire Real Estate Investment Trust, Inc.
ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
1310 SW 17th Street
Portland, OR 97201
ITEM 2(A) NAME OF PERSON FILING.
Jayhawk Capital Management, L.L.C. and Kent McCarthy as manager
of Jayhawk.
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE.
8201 Mission Road, Suite 110
Prairie Village, KS 66208
ITEM 2(C) CITIZENSHIP OR PLACE OF ORGANIZATION.
Jayhawk is organized under the laws of Delaware as a limited
liability company. Mr. McCarthy is a citizen of the United
States.
ITEM 2(D) TITLE OF CLASS OF SECURITIES.
Common Stock, par value $0.0001 per share (the "Common Stock").
ITEM 2(E) CUSIP NUMBER.
971892104
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b) OR
240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) / / Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) / / Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) / / Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) / / Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) / X / An investment advisor in accordance with Section 240.13d-
1(b)(1)(ii)(E).
(f) / / An employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F).
(g) / / A parent holding company or control person in accordance
with Section 240.13d-1(b)(1)(ii)(G).
(h) / / A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) / / A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3).
(j) / / Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. / /
ITEM 4 OWNERSHIP.
(a) Amount beneficially owned: 410,200 (as of December 31, 1999,
the reporting persons beneficially
owned 655,500 shares)
(b) Percent of class: 3.6% (as of December 31, 1999, the reporting
persons beneficially owned 5.7% of the
class)
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 410,200
(ii) Shared power to vote or to direct the vote: None
(iii) Sole power to dispose or to direct the disposition
of: 410,200
(iv) Shared power to dispose or to direct the disposition
of: None
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following / X /.
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not Applicable.
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not Applicable.
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable.
ITEM 9 NOTICE OF DISSOLUTION OF GROUP.
Not Applicable.
ITEM 10 CERTIFICATION.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in the
ordinary course of business and 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.
EXHIBITS EXHIBIT 1
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Joint Filing Agreement dated February 14, 2000 between
Jayhawk and Mr. McCarthy.
SIGNATURE
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.
Date: February 14, 2000
JAYHAWK CAPITAL MANAGEMENT, L.L.C.
By: /S/ KENT C. MCCARTHY
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Kent C. McCarthy
Manager
/S/ KENT C. MCCARTHY
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Kent C. McCarthy
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, the undersigned agree to the joint filing on behalf of
each of them of a Statement on Schedule 13G (including any and all
amendments thereto) with respect to the common stock, par value $0.0001 per
share, of Wilshire Real Estate Investment Trust, Inc., and further agree
that this Joint Filing Agreement shall be included as an Exhibit to such
joint filings.
The undersigned further agree that each party hereto is responsible
for the timely filing of such Statement on Schedule 13G and any amendments
thereto, and for the accuracy and completeness of the information
concerning such party contained therein; provided, however, that no party
is responsible for the accuracy or completeness of the information
concerning any other party, unless such party knows or has reason to
believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the
same effect as if the signature on each counterpart were upon the same
instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
February 14, 2000.
JAYHAWK CAPITAL MANAGEMENT, L.L.C.
By: /S/ KENT C. MCCARTHY
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Kent C. McCarthy
Manager
/S/ KENT C. MCCARTHY
--------------------------------
Kent C. McCarthy
