<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2) (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
James Evert
Assistant General Counsel
Four Embarcadero Center, Suite 2700
San Francisco, California 94111
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 30, 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:
<PAGE>
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 and 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 with, a third party. As a result of such discussions, on
March 20, 1997, the TCW Related Entities decided 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.
<PAGE>
On March 20, 1997, the TCW Related Entities and PIC delivered a letter
to the counsel of the Issuer indicating that they (i) intended to nominate a
slate of trustees at the annual meeting of shareholders of the Issuer on May
30, 1997 consisting of Mr. Richard Masson, Mr. Bruce A. Karsh, Mr. Carson R.
McKissick and Mr. Matthew L. Witte; (ii) had no intention and did not
authorize the Issuer to solicit proxies in connection with their slate of
nominees; and (iii) advised the Issuer to avoid the expense and delay of an
election by having the current trustees resign and appoint the slate of
trustees proposed by the TCW Related Entities and PIC appointed in the place
of the current trustees. The trustees of the Issuer did not resign and the
board of trustees of the Issuer recommended, in proxy materials submitted to
the shareholders of the Issuer with respect to the annual meeting, that the
shareholders of the Issuer elect a slate of trustees proposed by the Issuer
rather than the slate proposed by the TCW Related Entities and PIC. At the
annual meeting of shareholders on May 30, 1997, each of the TCW Related
Entities and PIC voted all of their shares of common stock of the Issuer to
elect Messrs. Masson, Karsh, McKissick and Witte and each of such individuals
was elected as a trustee of the Issuer.
In addition, the TCW Related Entities, PIC 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. At the annual meeting of the
shareholders on May 30, 1997, Mr. Snell was elected as a Trustee of the
Issuer by the holders of a majority of the outstanding shares of Preferred
Stock of the Issuer. Following the annual meeting of shareholders, the
newly-elected board of trustees of the Issuer appointed Mr. Snell as the
Registrants' new Chairman, Chief Executive Officer and President. The
Preferred Shares are not convertible as of the date hereof or within 60 days
hereof.
The TCW Related Entities and PIC 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, each of the TCW
Related Entities and PIC 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 or PIC 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.
Each of the TCW Related Entities and PIC plan to continue to review
various alternatives available to enhance the value of the Issuer and its
assets and engage in discussions with other creditors and shareholders of the
Issuer regarding such alternatives. Such review and discussions may result in
a decision by the TCW Related Entities and/or PIC to pursue in cooperation
with the Issuer and/or other creditors and shareholders of the Company one or
more restructuring options.
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 Related 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 Related
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 Related 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 Related 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 Related 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.
(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.
The TCW Entities and PIC have entered into an agreement pursuant to
which the TCW Entities have agreed that at such time as PIC identifies an
individual to serve as a trustee on the board of trustees of the Issuer, the
TCW Entities shall (i) use commercially reasonable efforts to cause a trustee
of the Issuer nominated the TCW Entities to resign and (ii) vote all of the
shares of common stock held by the TCW Entities, or cause the board of
trustees of the Issuer to take all necessary action, to elect the individual
identified by PIC to the board of trustees 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.
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. PIC, as asset manager of Gateway, receives a
fee for managing the assets of Gateway. PIC also receives a fee with respect
to the Common Shares held in the separate account. 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 or shares held by PIC in a separate account.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
<PAGE>
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.
<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 9th of June, 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
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
Glen H. Hiner Chairman and CEO Owens-Corning Corporation
One Owens Corning Parkway
Toledo, OH 45659
Constance J. Horner Guest Scholar The Brookings Institution
1775 Massachusetts
Avenue, NW
Washington, DC 20036-2188
Gaynor N. Kelley Retired Chairman Perkins Elmer Corporation
and CEO 751 Broad Street, 23rd Floor
Newark, NJ 07102
<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
Ida F.S. Schmertz Principal Investment Strategies
International
751 Broad Sreet, 23rd Floor
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: June 9, 1997
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: June 9, 1997
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA
By: __/s/ Richard T. Greenwood__
Richard T. Greenwood
Vice President
