<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1) (1)
THE PEREGRINE REAL ESTATE TRUST
(Name of Issuer)
COMMON SHARES OF BENEFICIAL INTEREST
(Title of Class of Securities)
713662013
(CUSIP Number)
Michael E. Cahill, Esq.
Managing Director & General Counsel
The TCW Group, Inc.
865 South Figueroa Street, Ste. 1800
Los Angeles, CA 90017
(213) 244-0000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 20, 1997
(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(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of less than five percent
of such class. See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
[FN]
(1) 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.
[FN]
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 ("Act") 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).
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
THE TCW GROUP, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X] (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS(1)
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEVADA
7 SOLE VOTING POWER
1,094,469
NUMBER OF SHARES 8 SHARED VOTING POWER
682,351
BENEFICIALLY OWNED 9 SOLE DISPOSITIVE POWER
BY REPORTING PERSON WITH 1,094,469
10 SHARED DISPOSITIVE POWER
682,351
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,776,820
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES(1)
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
36.4%
14 TYPE OF REPORTING PERSON(1)
HC, CO
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
ROBERT A. DAY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X] (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS(1)
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
7 SOLE VOTING POWER
1,094,469
NUMBER OF SHARES 8 SHARED VOTING POWER
682,351
BENEFICIALLY OWNED
BY REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER
1,094,469
10 SHARED DISPOSITIVE POWER
682,351
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,776,820
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES(1)
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
36.4%
14 TYPE OF REPORTING PERSON(1)
IN, HC
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
TRUST COMPANY OF THE WEST
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X] (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS(1)
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
7 SOLE VOTING POWER
339,285
NUMBER OF SHARES
8 SHARED VOTING POWER
682,351
BENEFICIALLY OWNED
BY REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER
339,285
10 SHARED DISPOSITIVE POWER
682,351
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,021,636
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES(1)
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
20.9%
14 TYPE OF REPORTING PERSON(1)
CO
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
TCW ASSET MANAGEMENT COMPANY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X] (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS(1)
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
7 SOLE VOTING POWER
755,184
NUMBER OF SHARES
8 SHARED VOTING POWER
682,351
BENEFICIALLY OWNED
BY REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER
755,184
10 SHARED DISPOSITIVE POWER
682,351
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,437,535
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES(1)
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
29.5%
14 TYPE OF REPORTING PERSON(1)
CO, IA
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
TCW SPECIAL CREDITS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X] (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS(1)
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
7 SOLE VOTING POWER
755,184
NUMBER OF SHARES
8 SHARED VOTING POWER
682,351
BENEFICIALLY OWNED
BY REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER
755,184
10 SHARED DISPOSITIVE POWER
682,351
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,437,535
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES(1)
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
29.5%
14 TYPE OF REPORTING PERSON(1)
PN, IA
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
TCW SPECIAL CREDITS FUND IV
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X] (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS(1)
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
7 SOLE VOTING POWER
317,396
NUMBER OF SHARES
8 SHARED VOTING POWER
682,351
BENEFICIALLY OWNED
BY REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER
317,396
10 SHARED DISPOSITIVE POWER
682,351
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
999,747
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES(1)
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
20.5%
14 TYPE OF REPORTING PERSON(1)
PN
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
TCW SPECIAL CREDITS PLUS FUND
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X] (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS(1)
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
7 SOLE VOTING POWER
339,286
NUMBER OF SHARES
8 SHARED VOTING POWER
682,351
BENEFICIALLY OWNED
BY REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER
339,286
10 SHARED DISPOSITIVE POWER
682,351
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,021,637
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES(1) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
20.9%
14 TYPE OF REPORTING PERSON(1)
PN
<PAGE>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
TCW SPECIAL CREDITS TRUST IV
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X] (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS(1)
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
7 SOLE VOTING POWER
273,617
NUMBER OF SHARES 8 SHARED VOTING POWER
682,351
BENEFICIALLY OWNED
BY REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER
273,617
10 SHARED DISPOSITIVE POWER
682,351
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
955,968
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
19.6%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
TCW SPECIAL CREDITS TRUST IVA
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X] (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS(1)
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
7 SOLE VOTING POWER
65,668
NUMBER OF SHARES
8 SHARED VOTING POWER
682,351
BENEFICIALLY OWNED
BY REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER
65,668
10 SHARED DISPOSITIVE POWER
682,351
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
748,019
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
15.3%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X] (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS(1)
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW JERSEY
7 SOLE VOTING POWER
682,351
NUMBER OF SHARES
8 SHARED VOTING POWER
1,094,469
BENEFICIALLY OWNED
BY REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER
682,351
10 SHARED DISPOSITIVE POWER
1,094,469
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,776,820
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
36.4%
14 TYPE OF REPORTING PERSON
BD, IC, IA
<PAGE>
ITEM 1. SECURITY AND ISSUER.
The equity securities to which this Statement on Schedule 13D relates
are the Common Shares of Beneficial Interest (the "Common Shares") of The
Peregrine Real Estate Trust, a California real estate investment trust (the
"Issuer"), with its principal executive offices located at 1300 Ethan Way,
Suite 200, Sacramento, California 95825.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is filed on behalf of
(1) The TCW Group, Inc., a Nevada corporation ("TCWG");
(2) Robert Day, an individual;
(3) Trust Company of the West, a California corporation
and wholly-owned subsidiary of TCWG ("TCW");
(4) TCW Asset Management Company, a California corporation
and wholly-owned subsidiary of TCWG ("TAMCO");
(5) TCW Special Credits, a California general partnership
of which TAMCO is the managing general partner
("Special Credits");
(6) Two California limited partnerships, TCW Special
Credits Fund IV ("Fund IV") and TCW Special Credits
Plus Fund (the "Plus Fund") (hereinafter referred to
as the "Special Credits Limited Partnerships") of
which Special Credits is the general partner; and
(7) Two California collective investment trusts, TCW
Special Credits Trust IV ("Trust IV") and TCW Special
Credits Trust IVA ("Trust IVA") (hereinafter referred
to as the "Special Credits Trusts") of which TCW is
the trustee.
(8) The Prudential Insurance Company of America, a New Jersey
corporation ("PIC").
TCWG is a holding company of entities involved in the principal
business of providing investment advice and management services. TCW is a
trust company which provides investment management services, including to the
Special Credits Trust. TAMCO is an investment advisor and provides investment
advice and management services to institutional and individual investors.
Special Credits provides investment advice and management services to the
Special Credits Limited Partnerships. The Special Credits Limited
Partnerships are investment partnerships which invest in financially
distressed entities. The Special Credits Trusts are collective investment
trusts which invest in financially distressed entities. The address of the
principal business and principal office for the TCW Related Entities is 865
South Figueroa Street, Suite 1800, Los Angeles, California 90017.
Mr. Day acts as Chairman of the Board and Chief Executive Officer of
TCWG. Additionally, Mr. Day may be deemed to control TCWG, although he
disclaims such control and disclaims beneficial ownership of any securities
owned by the TCW Related Entities.
Special Credits, the Special Credits Limited Partnerships and the
Special Credits Trusts are hereinafter collectively referred to as the
"Special Credits Entities." TCWG, TCW, TAMCO and the Special Credits
Entities are hereinafter collectively referred to as the "TCW Related
Entities." Special Credits is also the investment manager of a third party
account (the "Special Credits Account") which invests in securities similar
to those in which the Special Credits Entities invest.
PIC is a New Jersey corporation. PIC is an insurance company. The
address of PIC is Prudential Plaza, Newark, New Jersey 07102.
(a)-(c) & (f)
(i) The executive officers of PIC are listed below. The principal
business address for each executive officer is Prudential Plaza, 751 Broad
Street, Newark, New Jersey 07102-3777. Each executive officer is a citizen
of the United States of America unless otherwise specified below:
Executive Officers
- ------------------
Arthur F. Ryan Chairman of the Board, Chief
Executive Officer and
President
E. Michael Caulfield Chief Executive Officer,
Prudential Investments
Michelle S. Darling Executive Vice President,
Human Resources
Mark B. Grier Chief Financial Officer
Rodger A. Lawson Executive Vice President,
Marketing and Planning
John V. Scicutella Executive Vice President,
Operations and Systems
Steven Shulman President and Chief Executive
Officer, Prudential Healthcare
Group, LLC
William F. Yelverston Chief Executive Officer, Individual
Insurance Group
Schedule I attached hereto and incorporated herein sets forth with
respect to each director of PIC his or her name, residence or business
address, citizenship, present principal occupation or employment and the
name, principal business and address of any corporation or other organization
in which such employment is conducted.
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(ii) The executive officers of TCWG are listed below. The principal
business address for each executive officer is 865 South Figueroa Street,
Suite 1800, Los Angeles, California, 90017. Each executive officer is a
citizen of the United States of America unless otherwise specified below:
Executive Officers
- ------------------
Robert A. Day Chairman of the Board &
Chief
Executive Officer
Ernest O. Ellison Vice Chairman of the Board
Marc I. Stern President
Alvin R. Albe, Jr. Executive Vice President,
Finance & Administration
Thomas E. Larkin, Jr. Executive Vice President &
Group Managing Director
Michael E. Cahill Managing Director, General
Counsel & Secretary
David K. Sandie Managing Director, Chief
Financial Officer & Assistant
Secretary
Schedule II attached hereto and incorporated herein sets forth with
respect to each director of TCWG his or her name, residence or business
address, citizenship, present principal occupation or employment and the
name, principal business and address of any corporation or other organization
in which such employment is conducted.
(iii) The executive officers and directors of TCW are listed below. The
principal business address for each executive officer and director is 865
South Figueroa Street, Suite 1800, Los Angeles, California 90017. Each
executive officer is a citizen of the United States of America unless
otherwise specified below:
Executive Officers & Directors
- ------------------------------
Robert A. Day Chairman of the Board &
Chief
Executive Officer
Ernest O. Ellison Director & Vice Chairman
Thomas E. Larkin, Jr. Director & President
Alvin R. Albe, Jr. Director & Executive Vice
President, Finance &
Administration
Marc I. Stern Director, Executive Vice
President, Managing
Chief Investment Officer -
International
Michael E. Cahill Managing Director, General
Counsel & Secretary
David K. Sandie Managing Director, Chief
Financial Officer &
Assistant
Secretary
(iv) The executive officers and directors of TAMCO are listed below.
The principal business address for each executive officer, director and
portfolio manager is 865 South Figueroa Street, Suite 1800, Los Angeles,
California 90017. Each executive officer and director is a citizen of the
United States of American unless otherwise specified below:
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Executive Officers & Directors
- ------------------------------
Robert A. Day Chairman of the Board & Chief
Executive Officer
Thomas E. Larkin, Jr. Director & Vice Chairman of
the Board
Marc I. Stern Director, Vice Chairman of the
Board & Chief Investment
Officer - International
Ernest O. Ellison Chief Investment Officer -
Domestic Fixed Income
Alvin R. Albe, Jr. Director, Executive Vice
President, Finance &
Administration
Michael E. Cahill Managing Director, General
Counsel & Secretary
David K. Sandie Managing Director, Chief
Financial Officer & Assistant
Secretary
(iv) The following sets forth with respect to each general partner of
Special Credits his name, residence or business address, present principal
occupation or employment and the name, principal business and address of any
corporation or other organization in which such employment is conducted for.
Each general partner who is a natural person is a citizen of the United
States of America unless otherwise specified below.
TAMCO is the Managing General Partner. See information in paragraph
(iii) above.
Bruce A. Karsh
President and Principal
Oaktree Capital Management, LLC
550 South Hope Street
Suite 2200
Los Angeles, California 90071
Howard S. Marks
Chairman and Principal
Oaktree Capital Management, LLC
550 South Hope Street
Suite 2200
Los Angeles, California 90071
David Richard Masson
Principal
Oaktree Capital Management, LLC
550 South Hope Street
Suite 2200
Los Angeles, California 90071
Sheldon M. Stone
Principal
Oaktree Capital Management, LLC
550 South Hope Street
Suite 2200
Los Angeles, California 90071
(v) Special Credits is the sole general partner of the Special Credits
Limited Partnerships. See information in paragraph (iv) above regarding
Special Credits and its general partners.
(d)-(e)
During the last five years, neither TCWG, TCW, TAMCO, the Special
Credits Entities, the Special Credits Account nor, to the best of their
knowledge, any of their respective executive officers, directors and general
partners (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors); or (ii) has been a party to a civil
proceeding of a judicial or administrative body of
<PAGE>
competent jurisdiction and as a result of such proceedings was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
During the last five years, neither PIC nor, to the best of the
knowledge of PIC, any of the executive officers or directors of PIC, (i) has
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors); or (ii) has 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
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
NOT APPLICABLE.
ITEM 4. PURPOSE OF TRANSACTION.
a) Representatives of the TCW Related Entities have conferred with other
creditors and shareholders of the Issuer, and have had discussions with the
management and the Board of Trustees of the Issuer concerning alternatives
available to the Issuer to enhance the value of the Issuer and its assets,
including, among other things, the restructuring of the Issuer, the sale of
individual assets of the Issuer, the refinancing of the Issuer's obligations,
or the sale of the Issuer through the sale of all or substantially all of the
assets of the Issuer to, or the merger or other business combination with, a
third party. These discussions may result in a decision by the TCW Related
Entities to pursue in cooperation with the Issuer and/or other creditors and
shareholders of the Issuer one or more restructuring options. As of March
20, 1997, these discussions have resulted in a decision by the TCW
Related Entities to pursue, in cooperation with PIC, the replacement of a
portion of the Board of Trustees of the Issuer, at the annual meeting of the
shareholders. Please see Item 6 for further discussion of the understanding
between the TCW Related Entities and PIC.
The TCW Related Entities, individually or together, reserve the right,
subject to applicable law, to seek proxies, consents and/or ballots in
support of nominees at a special or scheduled meeting of shareholders or a
subsequent meeting of shareholders
<PAGE>
or otherwise, or in support of or against other matters that may come before
the Issuer's shareholders for their vote or consent.
The TCW Related Entities intend to review on a continuing basis their
respective investments in the Common Shares and may, subject to the
continuing evaluation of the factors discussed herein, acquire from time to
time additional Common Shares in the open market or in privately negotiated
transactions. Depending on the factors discussed herein, the TCW Related
Entities may, from time to time, retain or sell all or a portion of their
respective holdings of the Common Shares in the open market or in privately
negotiated transactions and such open market and privately negotiated
purchases or sales may be made at any time without further prior notice. Any
actions that the TCW Related Entities might undertake with respect to the
Common Shares will be dependent upon their review of numerous factors,
including, among other things, the availability of Common Shares for purchase
and the price levels of such Common Shares, general market and economic
conditions as well as those in the areas in which the Issuer's properties are
located, ongoing evaluation of the Issuer's business, financial condition,
properties, operations and prospects, the relative attractiveness of
alternative business and investment opportunities, the actions of the
management and the Board of Trustees of the Issuer, and other future
developments.
In addition to the possible actions described in the preceding
paragraph, the TCW Related Entities and the other holders of shares of the
Issuer's Preferred Shares (the "Preferred Shares"), which Preferred Shares
are convertible into common shares of the Issuer in accordance with Section
5.2 of the Issuer's Restated Declaration of Trust, are entitled to designate
one Trustee. On January 24, 1997, the TCW Related Entities and PIC exercised
their rights to designate such a Trustee by designating Roger Snell as such
Trustee. The Preferred Shares are not convertible as of the date hereof or
within 60 days hereof.
Although the foregoing reflects activities presently contemplated by
the TCW Related Entities with respect to the Issuer, the foregoing is subject
to change at any time, and there can be no assurance that the TCW Related
Entities will take any of the actions referred to above or participate in a
group that will take any of the actions referred to above. Except as set
forth above, the TCW Related Entities have no present plans or intentions
which would result in or relate to any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
(b) Representatives of PIC have conferred with other creditors and
shareholders of the Issuer, and have had discussions with the management and
the Board of Trustees of the Issuer concerning alternatives available to the
Issuer to enhance the value of the Issuer and its assets, including, among
other things, the restructuring of the Issuer, the sale of individual assets
of the Issuer, the refinancing of the Issuer's obligations or the sale of the
Issuer through the sale of all or substantially all of the assets of the
Issuer to, or the merger or other business combination of the lender with, a
third party. These discussions may result in a decision by PIC to pursue, in
cooperation with the Issuer and/or other creditors and shareholders of the
Issuer or otherwise, one or more restructuring options, which may include the
acquisition by PIC and other creditors and shareholders of the Issuer of all
of the outstanding Common Shares they do not currently own either through a
negotiated cash merger transaction, a tender offer or another form of
business combination. As of March 20, 1997, these discussions have resulted
in a decision by PIC, to pursue in cooperation with the TCW Related Entities,
the replacement of a portion of the Board of Trustees of the Issuer. Please
see Item 6 for further discussion of the understanding between the TCW
Related Entities and PIC.
In addition to the possible actions described in the preceding
paragraph, PIC and the other holders of the Issuer's Preferred Shares are
entitled to designate one Trustee of the Issuer. PIC and the TCW Related
Entities exercised their rights to designate such a Trustee.
Although the foregoing reflects activities presently contemplated by
PIC with respect to the Issuer, it is subject to change at any time, and
there can be no assurance that PIC will take any of the actions referred to
above or participate in a group that will take any of the actions referred to
above. Except as set forth above, PIC has no present plans or intentions
which would result in or relate to any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date of this Schedule 13D, Fund IV beneficially owns
(including the 682,351 Common Shares which may be beneficially owned by PIC)
999,747 shares of the Issuer's Common Shares which is approximately 20.5% of
the Issuer's outstanding Common Shares; the Plus Fund beneficially owns
(including the 682,351 Common Shares which may be beneficially owned by PIC)
1,021,637 shares of the Issuer's Common Shares which is approximately 20.9%
of the Issuer's outstanding Common Shares; Special Credits, as the general
partner of the Special Credits Limited Partnerships and as investment manager
of the Special Credits Account may be deemed to beneficially own (including
the 682,351 Common Shares which may be beneficially owned by PIC) 1,437,535
of the Issuer's Common Shares which is approximately 29.5% of the Issuer's
outstanding Common Shares.
As of the date of this Schedule 13D, Trust IV beneficially owns
(including the 682,351 Common Shares which may be beneficially owned by PIC)
955,968 shares of the Issuer's Common Shares which is approximately 19.6% of
the Issuer's outstanding Common Shares. Trust IVA beneficially owns (including
the 682,351 Common Shares which may be beneficially owned by PIC) 748,019
shares of the Issuer's Common Shares which is approximately 15.3% of the
Issuer's outstanding Common Shares; TCW, as the trustee of the Special
Credits Trusts, may be deemed to beneficially own (including the 682,351
Common Shares which may be beneficially owned by PIC) 1,021,636 shares of the
Issuer's Common Shares which is approximately 20.9% of the Issuer's
outstanding Common Shares.
<PAGE>
TAMCO, as the managing partner of Special Credits may be deemed to
beneficially own the Issuer's Common Shares held by the Special Credits
Limited Partnerships and the Special Credits Account, all of which
constitutes (including the 682,351 Common Shares which may be beneficially
owned by PIC) 1,437,535 shares or approximately 29.5% of the Issuer's
outstanding Common Shares.
TCWG, as the parent corporation of TCW and TAMCO, may be deemed to
beneficially own the Issuer's Common Shares deemed to be owned by the other
TCW Related Entities and the Special Credits Account, all of which
constitutes (including the 682,351 Common Shares which may be beneficially
owned by PIC) 1,776,820 shares of the Issuer's Common Shares (approximately
36.4% of the outstanding shares of the Issuer's Common Shares). TCWG, TCW,
TAMCO and Special Credits each disclaims beneficial ownership of the Issuer's
Common Shares reported herein and the filing of this Statement shall not be
construed as an admission that any such entity is the beneficial owner of any
securities covered by this Statement. Bruce A. Karsh, Howard S. Marks, D.
Richard Masson and Sheldon M. Stone each disclaim ownership of the shares of
the Issuer's Common Shares reported herein and the filing of this Statement
shall not be construed as an admission that any of such individuals is the
beneficial owner of any securities covered by this Statement.
Mr. Day may be deemed to beneficially own the Issuer's Common Shares
deemed to be owned by the other TCW Related Entities, all of which
constitutes (including the 682,351 Common Shares which may be beneficially
owned by PIC) 1,776,820 shares of the Issuer's Common Shares (approximately
36.4% of the Issuer's outstanding Common Shares). Mr. Day disclaims
beneficial ownership of the Issuer's Common Shares reported herein and the
filing of this Statement shall not be construed as an admission that Mr. Day
is the beneficial owner of any securities covered by this Statement.
PIC may be deemed to beneficially own (including the 1,094,469 Common
Shares which may be beneficially owned by the TCW Entities) 1,776,820 of the
Issuer's Common Shares, which is approximately 36.4% of the Issuer's
outstanding Common Shares.
(b) Special Credits, as the sole general partner of the Special Credits
Limited Partnerships, has discretionary authority and control over all of the
assets of the Special Credits Limited Partnerships pursuant to the limited
partnership agreements for such limited partnerships including the power to
vote and dispose of the Issuer's Common Shares held by the Special Credits
Limited Partnerships. In addition, Special Credits, as the investment
manager of the Special Credits Account, has discretionary authority and
control over all of the assets of such account pursuant to the investment
management agreement relating to such account, including the power to vote
and dispose of the Issuer's Common Shares held in the name of the Special
Credits Account. Therefore, Special Credits has the sole power to vote and
dispose of 755,184 of the Issuer's Common Shares. Special Credits, pursuant
to the understanding (described in Item 6 hereof) between the TCW Entities and
PIC, has the shared power to vote 682,351 of the Issuer's Common Shares.
TAMCO, as the managing general partner of Special Credits, also has the
power to vote and dispose the Issuer's Common Shares held by Special Credits
referenced above. Therefore, TAMCO has the sole power to vote and dispose of
755,184 of the Issuer's Common Shares. TAMCO, pursuant to the understanding
(described in Item 6 hereof) between the TCW Entities and PIC, has the shared
power to vote 682,351 of the Issuer's Common Shares.
TCW, as the trustee of the Special Credits Trust, has discretionary
authority and control over all the assets of the Special Credits Trusts
pursuant to the trust agreements for such trusts including the power to vote
and dispose of the Issuer's Common Shares held by the Special Credits Trusts.
Therefore, TCW has the sole power to vote and dispose of 339,285 of the
Issuer's Common Shares. TCW, pursuant to the understanding (described in Item
6 hereof) between the TCW Entities and PIC, has the shared power to vote
682,351 of the Issuer's Common Shares.
TCWG, as the parent of TCW and TAMCO, may be deemed to have the power
to vote and dispose of the shares of the Issuer's Common Shares that the
other TCW Related Entities have the sole power to vote and dispose, all of
which constitutes 1,094,469 shares of the Issuer's Common Shares. TCWG,
pursuant to the understanding (described in Item 6 hereof) between the TCW
Entities and PIC, has the shared power to vote 682,351 of the Issuer's Common
Shares.
PIC has the sole power to vote and dispose, or direct the disposition,
of 682,351 of the Issuer's Common Shares. PIC, pursuant to the
understanding (described in Item 6 hereof) between the TCW Entities and PIC,
has the shared power to vote and dispose of 1,094,469 of the Issuer's Common
Shares.
(c) None of the TCW Related Entities, and to the best of their
knowledge, none of their respective officers, directors or general partners
has effected transactions involving the Issuer's Common Shares during the
last 60 days.
Neither PIC nor, to the best of its knowledge, any of its officers
or directors has effected transactions involving the Issuer's Common Shares
during the last 60 days.
<PAGE>
(d) The investment advisory clients of TCWG and the partners of the
various partnerships managed by the TCW Entities have the sole right to
receive and, subject to the notice, withdrawal and/or termination provisions
of such advisory and partnership arrangements, the sole power to direct the
receipt of dividends from, and the proceeds of sale of, any of the Securities
for which each of TCWG and any of the other TCW Related Entities has sole
voting power. No such client or partner has an interest by virtue of such
relationship that relates to more than 5% of the Issuer's Common Shares.
Neither Mr. Day nor TCWG nor any of the TCW Entities has a pecuniary interest
in any of the Issuer's Common Shares reported herein.
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
On March 19, 1997 the TCW Entities and PIC resolved to deliver a letter
to the counsel of the Issuer indicating that they (i) intend to nominate a
slate of trustees at the annual meeting of the Issuer in May 1997 consisting
of Mr. Richard Masson, Mr. Bruce A. Karsh, Mr. Carson R. McKissick and Mr.
Matthew L. Witte; (ii) have no intention and do not authorize the Issuer to
solicit proxies in connection with their slate of trustees; and (iii) advise
the Issuer to avoid the expense and delay of an election contest by having
the current trustees resign and appoint the slate of trustees proposed by the
TCW Entities and PIC appointed in the place of the current trustees.
Special Credits, as general partner of the Special Credits Limited
Partnerships, receives a fee for managing all the assets of each Special
Credits Limited Partnership. In addition, Special Credits, as investment
manager of the Special Credits Account, receives a management fee for
managing the assets of the Special Credits Account.
TCW, as trustee of the Special Credits Trusts, receives a management
fee for managing all the assets of Special Credits Trusts.
Except to the extent the securities referred to in this Statement
constitute assets of the Special Credits Entities, there are no contracts,
understandings or relationships (legal or otherwise) among or between any
member of the TCW Related Entities or, to the best of their knowledge, their
respective executive officers, directors or general partners or between or
among any of such persons and with respect to any securities of the Issuer.
PIC directly holds approximately 207,983 of the Common Shares in a
separate account. An additional approximately 473,930 Common Shares are
held by Gateway Recovery Trust, a Delaware Business Trust ("Gateway"). PIC
is the asset manager and principal beneficiary of Gateway and, in its
capacity as asset manager, has the sole power to direct the voting and
disposition of the Common Shares held by Gateway. An additional 438 Common
Shares are held by Prudential Securities, Inc., a Delaware corporation.
The filing of this statement should not be construed as an admission
that PIC is, for the purposes of Sections 13 or 16 of the Securities Exchange
Act of 1934, the beneficial owner of the shares held by any entity other than
PIC.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following are filed herewith as Exhibits in this Schedule 13D:
Exhibit I: A written agreement relating to the filing of the
joint acquisition statement as required by Rule 13d-
1(f)(1) under the Securities Exchange Act of 1934,
as amended.
Exhibit II: A written agreement relating to the filing of the
joint acquisition statement as required by Rule 13d-
1(f)(1) under the Securities Exchange Act of 1934,
as amended.
Exhibit III: Letter setting forth the understanding between the TCW
Entities and PIC.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certify that the information set forth in this Statement is true,
complete and correct.
Dated as of the 20th of March, 1997.
THE TCW GROUP, INC.
___/s/___Mohan V. Phansalkar____
Mohan V. Phansalkar, Authorized Signatory
TRUST COMPANY OF THE WEST
___/s/____Kenneth Liang_________
Kenneth Liang, Authorized Signatory
TCW ASSET MANAGEMENT COMPANY
__/s/_____Kenneth Liang_________
Kenneth Liang, Authorized Signatory
TCW SPECIAL CREDITS
__/s/_____Kenneth Liang_________
Kenneth Liang, Authorized Signatory
of TCW Asset Management Company, the
Managing General Partner of TCW
Special Credits
TCW SPECIAL CREDITS FUND IV
__/s/_____Kenneth Liang_________
Kenneth Liang, Authorized Signatory
of TCW Asset Management Company, the
Managing General Partner of TCW
Special Credits, the General
Partner of TCW Special Credits
Fund IV
TCW SPECIAL CREDITS PLUS FUND
__/s/_____Kenneth Liang__________
Kenneth Liang, Authorized Signatory
of TCW Asset Management Company, the
Managing General Partner of TCW
Special Credits, the General
Partner of TCW Special Credits Plus
Fund
TCW SPECIAL CREDITS TRUST IV
__/s/_____Kenneth Liang___________
Kenneth Liang, Authorized Signatory
of Trust Company of the West,
the trustee of TCW Special
Credits Trust IV
TCW SPECIAL CREDITS TRUST IVA
__/s/_____Kenneth Liang___________
Kenneth Liang, Authorized
Signatory of Trust Company
of the West, the trustee
of TCW Special Credits
Trust IVA
ROBERT A. DAY
By:__/s/____Mohan V. Phansalkar_____
Mohan V. Phansalkar
Under Power of Attorney dated
January 30, 1996, on file with
Schedule 13G Amendment No. 1 for
Matrix Service Co. dated January 30, 1996
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By:__/s/__RICHARD T. GREENWOOD____
Name: Richard T. Greenwood
Title: Vice President
<PAGE>
SCHEDULE I
DIRECTOR OF THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
DIRECTORS
- ---------
Each director is a citizen of the United States of America unless otherwise
specified below:
Principal Occupation
Name Title Address
- --------------------------------------------------------------------------------
Franklin E. Agnew Business Consultant One Mellon Bank Center
Suite 2120
Pittsburgh, PA 15219
Frederic E. Becke President Wilentz Goldman & Spitzer
90 Woodbridge Center Drive
Suite 900
Woodbridge, NJ 07095
William W. Boeschenstein Former Chairman & CEO Owens-Corning Fiberglas
Corporation
One Seagate, Suite 1530
Toledo, OH 43604
Lisle C. Carter, Jr. Former Senior The Prudential Insurance
Vice President Company of America
and General Counsel, Prudential Plaza
United Way of America 751 Broad Street
Newark, NJ 07102-3777
James G. Cullen Vice Chairman Bell Atlantic Corp.
1310 North Court House Road,
11th Floor
Arlington, VA 22201
Carolyne K. Davis Health Care Advisor Ernst & Young
1225 Connecticut Avenue, NW
Washington, DC 20036
Roger A. Enrico Chief Executive Officer PepsiCo
14841 North Dallas Parkway
Dallas, TX 75240
Allan D. Gilmour Former Vice Chairman, The Prudential Insurance
Ford Motor Company Company of America
751 Broad Street
Newark, NJ 07102-3777
William H. Gray III President and CEO United Negro College Fund,
Inc.
8260 Willow Oaks Corp. Drive
P.O. Box 10444
Fairfax, VA 22031-4511
Jon F. Hanson Chairman Hampshire Management Company
235 Moore Street,
Suite 200
Hackensack, NJ 07601
Constance J. Horner Guest Scholar The Brookings Institution
1775 Massachusetts
Avenue, NW
Washington, DC 20036-2188
Allen F. Jacobson Former Chairman and CEO Minnesota Mining &
Manufacturing (3M)
3050 Minnesota World Trade
Center
30 Seventh Street East
St. Paul, MN 55101-4901
<PAGE>
Burton G. Malkiel Professor Princeton University
Dept. of Economics
110 Fisher Hall
Prospect Avenue
Princeton, NJ 08544-1021
Arthur F. Ryan Chairman, CEO The Prudential Insurance
and President Company of America
751 Broad Street
Newark, NJ 07102
Charles R. Sitter Former President Exxon Corporation
225 East John W.
Carpenter Freeway
Irving, TX 75602
Donald L. Staheli Chairman and CEO Continental Grain Company
277 Park Avenue
New York, NY 10172
Richard M. Thomson Chairman and CEO The Toronto-Dominion Bank
(Canadian Citizen) P.O. Box 1
Toronto-Dominion Centre
Toronto, Ontario
Canada M5K 1A2
James A. Unruh Chairman and CEO Unisys Corporation
Township Line and Union
Meeting Roads
P.O. Box 500
Blue Bell, PA 19424-0001
P. Roy Vagelos, M.D. Former Chairman and CEO Merck & Co., Inc.
One Crossroads Drive
Building A, 3rd Floor
Bedminster, NJ 07921
Stanley C. Van Ness, Counselor at Law Picco Herbert Kennedy
Esq. One State Street Square
Suite 1000
Trenton, NJ 08607-1388
Paul A. Volcker Chairman and CEO Wolfensohn & Co., Inc.
599 Lexington Avenue
New York, NY 10022
Joseph H. Williams Director The Williams Companies, Inc.
One Williams Center
Tulsa, OK 74172
Michelle S. Darling Executive Vice President-
Human Resources
<PAGE>
SCHEDULE II
BOARD OF DIRECTORS
OF
TCW GROUP, INC.
All of the following individuals are directors of TCW Group, Inc.
Each director is a citizen of the United States of America unless otherwise
specified below:
Howard P. Allen Harold R. Frank
Former Chairman & CEO Chairman of the Board
Southern California Edison Applied Magnetics
Corporation 75 Robin Hill Rd.
2244 Walnut Grove Blvd. Goleta, CA 93017
Rosemead, CA 91770
John M. Bryan Carla A. Hills
Partner 1200 19th Street, N.W.
Bryan & Edwards 5th Floor
600 Montgomery Street, 35th Floor Washington, D.C. 20036
San Francisco, CA 94111
Dr. Henry A. Kissinger
Robert A. Day Chairman
Chairman of the Board Kissinger Associates, Inc.
Chairman and Chief Executive Officer 350 Park Avenue, 26th Floor
Trust Company of the West New York, NY 10022
200 Park Avenue, Suite 2200
New York, New York 10166 Thomas E. Larkin, Jr.
President
Trust Company of the West
865 S. Figueroa St. Suite 1800
Los Angeles, CA 90017
Damon P. de Lazlo, Esq. Kenneth L. Lay
Managing Director of Harwin Chairman and Chief Executive
Engineers S.A., Chairman & Officer
D.P. Advisors Holdings Limited Enron Corp.
Byron's Chambers 1400 Smith Street
A2 Albany, Piccadilly Houston, TX 77002-7369
London W1V 9RD - England
(Citizen of United Kingdom) Michael T. Masin, Esq.
Vice Chairman
William C. Edwards GTE Corporation
Partner One Stamford Forum
Bryan & Edwards Stamford, CT 06904
300 Sand Hill Road, Suite 190
Menlo Park, CA 94025 Edfred L. Shannon, Jr.
Investor/Rancher
Ernest O. Ellison 1000 S. Fremont Ave.
Vice Chairman Alhambra, CA 91802
Trust Company of the West
865 S. Figueroa Street, Suite 1800 Robert F. Sims
Los Angeles, CA 90017 Private Investor
11828 Rancho Bernardo
Box 1236
San Diego, CA 92128
Marc I. Stern
President
The TCW Group, Inc.
865 S. Figueroa St., Ste. 1800
Los Angeles, CA 90017
<PAGE>
Exhibit I
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on
behalf of each of the undersigned without the necessity of filing additional
joint acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the
completeness and accuracy of the information concerning him or it contained
therein, but shall not be responsible for the completeness and accuracy of
the information concerning the other, except to the extent that he or it
knows or has reason to believe that such information is in accurate.
Dated: __________, 199_
The TCW Group, Inc.
By: __/s/ Mohan V. Phansalkar__
Mohan V. Phansalkar
Authorized Signatory
Robert Day
By: __/s/ Mohan V. Phansalkar__
Under Power of Attorney dated
January 30, 1996 on file with
Schedule 13G for Matrix Service
Co. dated January 30, 1996
<PAGE>
Exhibit II
JOINT FILING AGREEMENT
The undersigned acknowledges and agrees that the foregoing statement on
Schedule 13D is filed on behalf of the undersigned and that all subsequent
amendments to this statement on Schedule 13D shall be filed on behalf of the
undersigned without the necessity of filing additional joint acquisition
statements. The undersigned acknowledges that it shall be responsible for
the timely filing of such amendments, and for the completeness and accuracy
of the information concerning it contained therein.
Dated: __________, 199_
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA
By: __/s/ Richard T. Greenwood__
Richard T. Greenwood
Vice President
<PAGE>
EXHIBIT III
March 20, 1997
Morgan P. Guenther, Esq.
Farella, Braun & Martell, LLP
235 Montgomery Street
30th Floor, Ross Building
San Francisco, California 94104
Re: Peregrine Real Estate Trust
---------------------------
Dear Mr. Guenther:
As you know, The Prudential Insurance Company of America and Gateway
Recovery Trust, an entity that is managed by The Prudential Insurance Company of
America (together, the "Prudential Entities"), and TCW Special Credits Plus
Fund, TCW Special Credits Fund IV, TCW Special Credits Trust IV, TCW Special
Credits Trust IVA, and the Weyerhaeuser Company Master Retirement Trust (the
"TCW Entities"), each of which is managed by TCW Asset Management Company
("TAMCO") or its affiliates, together own 9,053,377 Redeemable Convertible
Preferred Shares and 1,776,382 Common Shares of The Peregrine Real Estate Trust
(the "Trust"). As I have discussed with you, the Prudential Entities and the
TCW Entities have requested an annual meeting pursuant to their rights under the
Declaration of Trust and California law. You have advised me that the current
Board of Trustees of the Trust plans to hold an annual meeting in May 1997. I
can confirm that the Prudential Entities and the TCW Entities plan to nominate a
slate of trustees at such meeting, the biographies of whom are attached hereto.
You are reminded that the Prudential Entities and the TCW Entities have no
intention to solicit proxies in connection with the nomination of their slate of
trustees. Please be further advised that the Trust is not authorized to solicit
proxies in connection with the slate of nominees that the Prudential Entities
and the TCW
<PAGE>
March 20, 1997
Page 2
Entities intend to propose at the meeting. Therefore, any mention of the
nominees in any proxy (or other) material that may be disseminated by the
Trust should clearly state that no proxies are being solicited from shareholders
with respect to the nominees.
As you and I have discussed, the Prudential Entities and the TCW
Entities encourage you to avoid the expense and delay of an election contest.
You and your client, the Prudential Entities and the TCW Entities have
analyzed the shareholdings of my clients, and my clients are assured of
gaining control of the Board of Trustees under any reasonable scenario.
Accordingly, I ask on behalf of the Prudential Entities and the TCW Entities
that the current trustees resign and appoint the slate of trustees proposed
by the Prudential Entities and the TCW Entities to the Board of Trustees. The
Prudential Entities and the TCW Entities have advised me of their intent to
hold an annual meeting promptly in the event that their slate of nominees is
appointed to the Board of Trustees as requested.
Very truly yours,
Eric H. Schunk, Esq.
<PAGE>
BIOGRAPHIES
MR. RICHARD MASSON
Mr. Masson, age 39, has been a Principal of Oaktree Capital Management, LLC
since May 1995. Prior to the founding of Oaktree, he was a partner of TCW
Special Credits and served as a Managing Director of Trust Company of the West
and TCW Asset Management Company ("TAMCO"), wholly-owned subsidiaries of The TCW
Group, Inc., in various other capacities since 1988. TCW Special Credits serves
as a general partner and investment adviser to certain limited partnerships,
trusts, and accounts invested in the securities and debt obligations of
financially distressed companies. Mr. Masson currently serves as a member of the
Boards of Directors of Aureal Semiconductor and Chief Auto Parts.
MR. BRUCE A. KARSH
Mr. Karsh, age 41, currently serves as President of Oaktree Capital Management,
LLC, an investment advisory firm which he co-founded in May 1995. Prior to the
founding of Oaktree, he was a partner of TCW Special Credits and served as a
Managing Director of Trust Company of the West and TAMCO, wholly-owned
subsidiaries of The TCW Group, Inc., in various other capacities since 1988. TCW
Special Credits serves as a general partner and investment adviser to certain
limited partnerships, trusts, and accounts invested in the securities and debt
obligations of financially distressed companies. Before joining TCW in 1987, he
preciously worked as Assistant to the Chairman of Sun Life Insurance Company and
of SunAmerica Inc., its parent. Mr. Karsh currently serves as a member of the
Board of Directors of Littelfuse, Inc., Furniture Brands International and
Triangle Pacific Corp.
MR. CARSON R. MCKISSICK
Mr. McKissick, age 63, has been Senior Advisor of Trust Company of the West, an
investment management company, since 1992. Prior thereto, he was Managing
Director of the Mergers and Acquisitions department of Citibank. Mr. McKissick
currently serves as a member of the Board of Directors of Alexander & Baldwin,
Inc., Triangle Pacific, Corp. and Lone Star Steel Company.
A-1
<PAGE>
MR. MATTHEW L. WITTE
Mr. Witte, age 39, has been a Director and an Officer of Marwit Capital, a
private investment firm with diversified holdings in approximately 20 middle-
market companies primarily based in the western U.S. He was appointed
President/CEO of the Company in April 1994 and is responsible for managing the
Company's day-to-day operations. He also serves as a member of the firm's
Investment Committee. He is currently President of the Western Regional
Association of SBICs and a member of the NASBIC Board of Governors. Prior to
becoming President of Marwit Capital, Mr. Witte was a General Partner in the
Related Companies, a real estate investment and development firm with offices in
New York and California, and previously, the Director of Development for
Grosvenor International, an investment affiliate of the Grosvenor Estate of
London. In May 1993, Mr. Witte also formed Regent Partners, Inc. to pursue
large scale urban development projects in partnership with various institutional
investors. He is a graduate of Cornell University, and is a member of the
Southland Venture Alliance, and is a Director of Infotec Commercial Systems, New
West Communications, Inc., H&W Foods, Inc., Protrave Services, Inc. and
Signature Theatres, LLC.
A-2
