SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. N/A)<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)
January 24, 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 [ X ].
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).
<PAGE>
<TABLE>
<S> <C>
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) [ ] (b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS<1>
00
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
</TABLE>
<TABLE>
<S> <C> <C>
7 SOLE VOTING POWER
1,094,469
NUMBER OF SHARES 8 SHARED VOTING POWER
-0-
BENEFICIALLY OWNED 9 SOLE DISPOSITIVE POWER
BY REPORTING PERSON WITH 1,094,469
10 SOLE DISPOSITIVE POWER
-0-
</TABLE>
<TABLE>
<S> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,094,469
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES<1>
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
22.4%
14 TYPE OF REPORTING PERSON<1>
HC, CO
</TABLE>
<PAGE>
<TABLE>
<S> <C>
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) [ ] (b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS<1>
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
</TABLE>
<TABLE>
<S> <C> <C>
7 SOLE VOTING POWER
1,094,469
NUMBER OF SHARES 8 SHARED VOTING POWER
-0-
BENEFICIALLY OWNED
BY REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER
1,094,469
10 SOLE DISPOSITIVE POWER
-0-
</TABLE>
<TABLE>
<S> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,094,469
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES<1>
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
22.4%
14 TYPE OF REPORTING PERSON<1>
IN, HC
</TABLE>
<PAGE>
<TABLE>
<S> <C>
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) [ ] (b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS<1>
00
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
</TABLE>
<TABLE>
<S> <C> <C>
7 SOLE VOTING POWER
339,285
NUMBER OF SHARES
8 SHARED VOTING POWER
-0-
BENEFICIALLY OWNED
BY REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER
339,285
10 SOLE DISPOSITIVE POWER
-0-
</TABLE>
<TABLE>
<S> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
339,285
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES<1>
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.0%
14 TYPE OF REPORTING PERSON<1>
CO
</TABLE>
<PAGE>
<TABLE>
<S> <C>
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) [ ] (b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS<1>
00
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
</TABLE>
<TABLE>
<S> <C> <C>
7 SOLE VOTING POWER
755,184
NUMBER OF SHARES
8 SHARED VOTING POWER
-0-
BENEFICIALLY OWNED
BY REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER
755,184
10 SOLE DISPOSITIVE POWER
-0-
</TABLE>
<TABLE>
<S> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
755,184
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES<1>
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
15.5%
14 TYPE OF REPORTING PERSON<1>
CO, IA
</TABLE>
<PAGE>
<TABLE>
<S> <C>
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) [ ] (b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS<1>
00
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
</TABLE>
<TABLE>
<S> <C> <C>
7 SOLE VOTING POWER
755,184
NUMBER OF SHARES
8 SHARED VOTING POWER
-0-
BENEFICIALLY OWNED
BY REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER
755,184
10 SOLE DISPOSITIVE POWER
-0-
</TABLE>
<TABLE>
<S> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
755,184
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES<1>
[ ]
13 AGEPERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
15.5%
14 TYPE OF REPORTING PERSON<1>
PN, IA
</TABLE>
<PAGE>
<TABLE>
<S> <C>
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) [ ] (b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS<1>
00
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
</TABLE>
<TABLE>
<S> <C> <C>
7 SOLE VOTING POWER
317,396
NUMBER OF SHARES
8 SHARED VOTING POWER
-0-
BENEFICIALLY OWNED
BY REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER
317,396
10 SOLE DISPOSITIVE POWER
-0-
</TABLE>
<TABLE>
<S> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
317,396
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES<1>
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.5%
14 TYPE OF REPORTING PERSON<1>
PN
</TABLE>
<PAGE>
<TABLE>
<S> <C>
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) [ ] (b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS<1>
00
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
</TABLE>
<TABLE>
<S> <C> <C>
7 SOLE VOTING POWER
339,286
NUMBER OF SHARES
8 SHARED VOTING POWER
-0-
BENEFICIALLY OWNED
BY REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER
339,286
10 SOLE DISPOSITIVE POWER
-0-
</TABLE>
<TABLE>
<S> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
339,286
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES<1> [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.0%
14 TYPE OF REPORTING PERSON<1>
PN
</TABLE>
<PAGE>
<TABLE>
<S> <C>
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) [ ] (b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS<1>
00
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
</TABLE>
<TABLE>
<S> <C> <C>
7 SOLE VOTING POWER
273,617
NUMBER OF SHARES 8 SHARED VOTING POWER
-0-
BENEFICIALLY OWNED
BY REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER
273,617
10 SOLE DISPOSITIVE POWER
-0-
</TABLE>
<TABLE>
<S> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
273,617
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.6%
14 TYPE OF REPORTING PERSON
PN
</TABLE>
<PAGE>
<TABLE>
<S> <C>
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) [ ] (b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS<1>
00
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
</TABLE>
<TABLE>
<S> <C> <C>
7 SOLE VOTING POWER
65,668
NUMBER OF SHARES
8 SHARED VOTING POWER
-0-
BENEFICIALLY OWNED
BY REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER
65,668
10 SOLE DISPOSITIVE POWER
-0-
</TABLE>
<TABLE>
<S> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
65,668
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.3%
14 TYPE OF REPORTING PERSON
PN
</TABLE>
<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.
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.
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.
(a)-(c) & (f)
(i) 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:
<TABLE>
<S> <C>
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
</TABLE>
Schedule I 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.
(ii) 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:
<TABLE>
<S> <C>
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
</TABLE>
(iii) 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:
<TABLE>
<S> <C>
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
</TABLE>
(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
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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
All shares reported herein were received by the Special
Credits Entities and the Special Credits Accounts in connection
with the effectiveness on October 7, 1994 of the Issuer's plan of
reorganization under the United States Bankruptcy Code. The
Issuer's obligations to Fund IV in connection with the Issuer's
reorganization were satisfied in part by the issuance to Fund IV
of 317,396 of the Issuer's Common Shares.
The Plus Fund acquired its interests in the Issuer in
connection with the effectiveness on October 7, 1994 of the
Issuer's plan of reorganization under the United States
Bankruptcy Code. The Issuer's obligations to the Plus Fund in
connection with the Issuer's reorganization were satisfied in
part by the issuance to the Plus Fund of 339,286 of the Issuer's
Common Shares.
Trust IV acquired its interests in the Issuer in connection
with the effectiveness on October 7, 1994 of the Issuer's plan of
reorganization under the United States Bankruptcy Code. The
Issuer's obligations to Trust IV in connection with the Issuer's
reorganization were satisfied in part by the issuance to Trust IV
of 273,617 of the Issuer's Common Shares.
Trust IVA acquired its interests in the Issuer in
connection with the effectiveness on October 7, 1994 of the
Issuer's plan of reorganization under the United States
Bankruptcy Code. The Issuer's obligations to Trust IVA in
connection with the Issuer's reorganization were satisfied in
part by the issuance to Trust IVA of 65,668 Common Shares.
The Special Credits Account acquired its interests in the
Issuer in connection with the effectiveness on October 7, 1994 of
the Issuer's plan of reorganization under the United States
Bankruptcy Code. The Issuer's obligations to the Special Credits
Account were satisfied in part by the issuance to the Special
Credits Account of 98,502 Common Shares.
ITEM 4. PURPOSE OF TRANSACTION.
The TCW Related Entities acquired their Common Shares in
the Issuer in the manner specified in Item 3. Subsequent to such
acquisition, TCWG filed a Schedule 13G reporting the ownership of
the Common Shares by such persons and that they were acquired in
the ordinary course of business for investment purposes.
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 or otherwise, one or more
restructuring options, which may include the replacement of all
or a portion of the Board of Trustees of the Issuer, either at a
special meeting of the shareholders or otherwise.
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
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 (included as Exhibit II
hereto), are entitled to designate one Trustee. On January 24,
1997, the TCW Related Entities, along with other holders of the
Issuer's Preferred Shares, 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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date of this Schedule 13D, Fund IV
beneficially owns 317,396 shares of the Issuer's Common Shares
which is approximately 6.5% of the Issuer's outstanding Common
Shares; the Plus Fund beneficially owns 339,286 shares of the
Issuer's Common Shares which is approximately 7.0% 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 755,184 of the Issuer's Common Shares
which is approximately 15.5% of the Issuer's outstanding Common
Shares.
As of the date of this Schedule 13D, Trust IV beneficially
owns 273,617 shares of the Issuer's Common Shares which is
approximately 5.6% of the Issuer's outstanding Common Shares.
Trust IVA beneficially owns 65,668 shares of the Issuer's Common
Shares which is approximately 1.3% of the Issuer's outstanding
Common Shares; TCW, as the trustee of the Special Credits
Trusts, may be deemed to beneficially own 339,285 shares of the
Issuer's Common Shares which is approximately 7.0% of the
Issuer's outstanding Common Shares.
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 755,184 shares or approximately
15.5% 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 1,094,469 shares of the
Issuer's Common Shares (approximately 22.4% 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 1,094,469 shares of the
Issuer's Common Shares (approximately 22.4% 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.
(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 power to vote and dispose of
755,184 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 power to vote and dispose of 755,184 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 power to vote and dispose of 339,285 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 power to
vote and dispose, all of which constitutes 1,094,469 shares 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.
(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 Securi-
ties beneficially owned by each of TCWG and any of the other TCW
Related Entities. 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.
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.
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: Restated Declaration of Trust of the Issuer.
<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 3rd of February, 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
<PAGE>
SCHEDULE I
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:
<TABLE>
<S> <C>
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. Hill
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
Ernest O. Ellison GTE Corporation
Vice Chairman One Stamford Forum
Trust Company of the West Stamford, CT 06904
865 S. Figueroa Street, Suite 1800
Los Angeles, CA 90017 Edfred L. Shannon, Jr.
Investor/Rancher
Marc I. Stern 1000 S. Fremont Ave.
President Alhambra, CA 91802
The TCW Group, Inc.
865 S. Figueroa St., Ste. 1800 Robert F. Sims
Los Angeles, CA 90017 Private Investor
11828 Rancho Bernardo
Box 1236
San Diego, CA 92128
Carla A. Hill
1200 19th Street, N.W.
5th Floor
Washington, D.C. 20036
</TABLE>
<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
RESTATED DECLARATION OF TRUST
Incorporated herein by reference is the Restated Declaration of
Trust of the Issuer filed as Exhibit 3.1 to the Issuer's 8-K
filed with the Commission on October 24, 1994.
