PEREGRINE REAL ESTATE TRUST
8-K, 1997-06-11
REAL ESTATE INVESTMENT TRUSTS
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                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549


                                    FORM 8-K


                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


                                  May 30, 1997
                ------------------------------------------------
                Date of Report (date of earliest event reported)



                         The Peregrine Real Estate Trust
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)



       California                  000-09097                  94-2255677
     ---------------           ----------------            ---------------
     (State or other           (Commission file             (IRS employer
     jurisdiction of                number)                identification
     incorporation)                                            number)



         1300 Ethan Way, Suite 200
           Sacramento, California                              95825
  ---------------------------------------                   ----------
 (Address of principal executive offices)                   (Zip code)



                                 (916) 929-8244
              ----------------------------------------------------
              (Registrant's telephone number, including area code)



                                 Not applicable
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)




                           Exhibit Index is on page 7


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Item 1.           Changes in Control of Registrant.

                  On March 20, 1997, The Prudential Insurance Company of America
and Gateway Recovery Trust, an entity that is managed by The Prudential
Insurance Company of America (together, "PIC"), and certain funds and accounts
managed by TCW Special Credits (the "TCW Entities") delivered a letter to the
counsel of the Registrant indicating that they (i) intended to nominate a slate
of trustees at the annual meeting of shareholders of the Registrant 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 Registrant to solicit proxies in connection with their slate of nominees;
and (iii) advised the Registrant 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 Entities and PIC appointed in the place of the current trustees. The
trustees of the Registrant did not resign and the board of trustees of the
Registrant recommended, in proxy materials submitted to the shareholders of the
Registrant with respect to the annual meeting, that the shareholders of the
Registrant elect a slate of trustees proposed by the Registrant rather than the
slate proposed by the TCW Entities and PIC. At the annual meeting of
shareholders on May 30, 1997, each of the TCW Entities and PIC voted all of
their shares of common stock of the Registrant to elect Messrs. Masson, Karsh,
McKissick and Witte and each of such individuals was elected as a trustee of the
Registrant.

                  In addition, the TCW Entities, PIC and other holders of shares
of the Registrant's preferred stock (the "Preferred Shares"), which Preferred
Shares are convertible into common shares of the Registrant in accordance with
Section 5.2 of the Registrant's Restated Declaration of Trust, are entitled to
designate one Trustee. On January 24, 1997, the TCW Entities and PIC exercised
their rights to designate such a Trustee by designating Roger Snell as such
Trustee. At the annual meeting of shareholders on May 30, 1997, Mr. Snell was
elected as a trustee of the Registrant by the holders of a majority of the
Preferred Shares. Following the annual meeting of shareholders, the
newly-elected board of trustees of the Registrant appointed Mr. Snell as the
Registrant's new Chairman, Chief Executive Officer and President.

                  The biographies of each of Messrs. Snell, Masson, Karsh,
McKissick and Witte are set forth below:

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


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<PAGE>   3
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
previously 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.

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 Marwit Capital in April 1994 and is responsible for managing
Marwit Capital's day-to-day operations. He also serves as a member of Marwit
Capital'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


                                      - 3 -

<PAGE>   4



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.

ROGER D. SNELL

Mr. Snell, who was initially elected as a Trustee of the Registrant in February
1997, is the founder and principal of Snell&Co, a firm focused on real estate
investment, advisory, and development. Prior to founding Snell&Co in 1996, he
was President and Chief Executive Officer of Pacific Gateway Properties, from
1992 to 1995, where he led the turnaround of this troubled company listed on the
American Stock Exchange. He was also a member of the Board of directors and
acting Chairman. Between 1985 and 1992, Mr. Snell was a Partner with Paragon
Group, a national development company. He started Paragon's Northern California
operations, directing the development of $275 million worth of projects as well
as the turnaround of 1.3 million square feet of properties on behalf of
institutional and private clients. Prior to joining Paragon Group, he served as
a project manager for Transpacific Development Company ("TDC"), where he
directed $100 million worth of development projects, ranging from high-rise
office to high-cube distribution. Before joining TDC, Mr. Snell acquired
investment properties and development opportunities for the Grosvenor Estate of
England. Mr. Snell has a BS degree in Business Administration from University of
California at Berkeley and a MBA from the Harvard Graduate School of Business.
He is an active member of the Urban Land Institute and the Young Presidents
Organization.

                  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
Registrant, the TCW Entities shall (i) use commercially reasonable efforts to
cause a trustee of the Registrant nominated by 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 Registrant to take all necessary action, to elect
the individual identified by PIC to the board of trustees of the Registrant.


Item 7.           Financial Statements, Pro Forma Financial Information
                  and Exhibits.



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<PAGE>   5

                  (a)      Financial Statements of Businesses Acquired.

                  Not applicable

                  (b)      Pro Forma Financial Information.

                  Not applicable.

                  (c)      Exhibits.

                  A list of exhibits included as a part of this report is set
forth in the Exhibit Index which immediately precedes such exhibits and is
hereby incorporated by reference herein.



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<PAGE>   6



                  Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

                                            THE PEREGRINE REAL ESTATE TRUST



Date:  June 10, 1997                        /s/ ROGER D. SNELL
       -------------                        ---------------------------------
                                            Roger D. Snell
                                            Chairman, Chief Executive Officer
                                            and President



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                                  EXHIBIT INDEX


99.1  Press release dated June 3, 1997.



                                

<PAGE>   1


                                                                    Exhibit 99.1


FOR IMMEDIATE RELEASE

CONTACT:

TENA JOHNSON
(916) 929-8244, EXT. 19


                  NEW BOARD OF TRUSTEES ELECTED TO THE
                  PEREGRINE REAL ESTATE TRUST.  NEW CHAIRMAN
                  AND CEO APPOINTED.

SACRAMENTO, CA, June 3, 1997: The Common Shareholders of The Peregrine Real
Estate Trust (the "Trust" or "Peregrine") elected a new slate of Trustees at
the Annual Meeting held on May 30, 1997. The new Trustees are Bruce Karsh,      
President of Oaktree Capital Management LLC, Richard Masson, Principal of
Oaktree Capital Management LLC, Carson McKissick, formerly a Senior Advisor of
Trust Company of the West and Matthew Witte, Director and Officer of Marwit
Capital. Roger Snell was appointed as the Trust's new Chairman, Chief Executive
Officer and President. Mr. Snell was also reelected by the Preferred
Shareholders of the Trust to act as a Trustee. Peregrine is a   business trust
that owns and operates hotel, retail, office and industrial properties.





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