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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934(1)
THE PEREGRINE REAL ESTATE TRUST
(Name of Issuer)
COMMON SHARES OF BENEFICIAL INTEREST
(Title of Class of Securities)
713662013
(CUSIP Number)
James Evert
Assistant General Counsel
The Prudential Insurance Company of America
Four Embarcadero Center, Suite 2700
San Francisco, California 94111
October 7, 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.
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(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.
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 PRUDENTIAL INSURANCE COMPANY OF AMERICA
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (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
682,539
NUMBER OF SHARES
8 SHARED VOTING POWER
0
BENEFICIALLY OWNED
BY REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER
682,539
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
682,539
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.0%
14 TYPE OF REPORTING PERSON
BD, IC, IA
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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 Prudential Insurance Company of America, a New Jersey
corporation ("PIC").
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
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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
Robert Golden 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.
(d)-(e)
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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.
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On May 30, 1997, certain entities related to The TCW Group, Inc. (the
"TCW Related Entities") and PIC entered into an agreement pursuant to which
the TCW Related Entities agreed that at such time as PIC identified an
individual to serve as trustee on the Board of Trustees of the Issuer, the
TCW Related Entities would (i) use commercially reasonable efforts to cause a
trustee of the Issuer nominated by the TCW Related Entities to resign, and
(ii) vote all of the shares of common stock held by the TCW Related 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.
Although not parties to the letter agreement, certain entities related
to Oaktree Capital Management, LLC (the "Oaktree Entities") subsequently
indicated that they intended to cause certain of their representiatives who
serve on the Issuer's board to vote in favor of the trustee nominated by PIC.
On or about October 1, 1997, PIC informed the TCW Related Entities and the
Oaktree Entities that PIC had identified Michael Joseph as a prospective
member of the Issuer's board. On or about October 7, 1997, Bruce Karsh
resigned from the Board of Trustees. At a meeting of the Board of Trustees on
October 7, 1997, Michael Joseph was elected to the Board of Trustees.
PIC intends to review on a continuing basis its 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, PIC may, from time to time, retain or sell all or a
portion of its 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 PIC might undertake with respect to the Common
Shares will be dependent upon its 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.
PIC plans 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 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) PIC may be deemed to beneficially own 682,539 of the Issuer's
Common Shares, which is approximately 14.0% of the Issuer's outstanding
Common Shares.
(b) PIC has the sole power to vote and dispose, or direct the
disposition, of 682,539 of the Issuer's Common Shares.
(c) 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) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
On May 30, 1997, the TCW Related Entities and PIC entered into an
agreement pursuant to which the TCW Related Entities agreed that at such time
as PIC identified an individual to serve as a trustee on the Board of
Trustees of the Issuer, the TCW Related Entities would (i) use commercially
reasonable efforts to cause a Trustee of the Issuer nominated by TCW Related
Entities to resign and (ii) vote all of the shares of common stock held by
the TCW Related 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.
Although not parties to the letter agreement, the Oaktree Entities
subsequently indicated that they intended to vote their Common Shares in
favor of the trustee nominated by PIC.
At a meeting of the Board of Trustees on October 7, 1997, Michael
Joseph was elected to the Board of Trustees. Thus, except as described
below, there are no agreements by and between PIC and any other person
regarding the transfer or voting of any Common Shares 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 626 Common
Shares are held by Prudential Securities, Inc., a Delaware corporation and
subsidiary of PIC.
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
Not applicable
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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 24th of October, 1997.
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By:__/s/__PAUL MEIRING____
Paul Meiring
Vice President
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SCHEDULE I
DIRECTORS 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
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Franklin E. Agnew Business Consultant One Mellon Bank Center
Suite 2120
Pittsburgh, PA 15219
Frederic E. Becker 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
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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
