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)
James F. Evert
Assistant General Counsel
The Prudential Insurance Company
of America
Four Embarcadero Center
Suite 2700
San Francisco, CA 94111
(415) 291-5055
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 23, 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>
13D
CUSIP NO. 713662013
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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
I.R.S. NO. 22-1211670
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS<1>
00
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(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
- -----------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
682,351.2
SHARES ---------------------------------------------------
(8) SHARED VOTING POWER
0
---------------------------------------------------
BENEFICIALLY (9) SOLE DISPOSITIVE POWER
682,351.2
OWNED BY REPORTING ---------------------------------------------------
(10) SHARED DISPOSITIVE POWER
PERSON WITH 0
---------------------------------------------------
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
682,351.2
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES<1>
[ ]
- -----------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14%
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(14) TYPE OF REPORTING PERSON<1>
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.
(a) This Statement is being filed by The Prudential
Insurance Company of America, a New Jersey corporation ("PIC").
Schedule A attached hereto and incorporated herein by
reference sets forth the following information with respect to
each Director and Executive Officer of PIC: (a) name;
(b) business address; and (c) present principal occupation or
employment and the name, principal business and address of any
corporation or other organization in which such employment is
conducted.
(b) The address of PIC is Prudential Plaza, Newark, New
Jersey 07102.
(c) PIC is an insurance company.
(d) During the last five years, neither PIC nor, to the
knowledge of PIC, any of the executive officers or directors of
PIC, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the last five years, neither PIC nor, to the
knowledge of PIC, any of the executive officers or directors of
PIC, 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.
(f) PIC is a New Jersey corporation. To the knowledge of
PIC, each executive officer and director of PIC is a citizen of
the United States, except that Richard M. Thomson, a director of
PIC is a citizen of Canada.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
PIC and Pruco Life Insurance Company, an Arizona corporation
("Pruco"), along with other creditors of the Issuer, acquired
interests in the Issuer on and following October 7, 1994 in
connection with the effectiveness of the Issuer's plan of
reorganization under the United States Bankruptcy Code. Pruco is
a direct wholly owned subsidiary of PIC. Prior to the Issuer's
bankruptcy proceedings, PIC and Pruco held debt obligations of
the Issuer. The Issuer's obligations to PIC and Pruco were
satisfied in connection with the Issuer's reorganization by the
issuance (i) to PIC of Restructured Notes Payable (the "Senior
Notes"); 913,781.5 shares of Redeemable Convertible Preferred
Shares (the "Preferred Shares"); and 207,983.5 Common Shares and
(ii) to Pruco of Senior Notes; 2,082,223.5 Preferred Shares; and
473,929.7 Common Shares.
In October, 1995, Pruco transferred ownership of all of its
Common and Preferred shares of the Issuer to Gateway Recovery
Trust, a Delaware business trust ("Gateway"). PIC is the asset
manager and principal beneficiary of Gateway.
Prudential Securities, Inc., a Delaware corporation ("PSI")
has acquired 438 Common Shares in connection with its ordinary
course investment activities. PSI is an indirect wholly owned
subsidiary of PIC.
ITEM 4. PURPOSE OF TRANSACTION.
PIC, Pruco and PSI acquired their Common Shares in the
Issuer in the manner specified in Item 3. Subsequent to the
acquisition by PIC and Pruco, PIC, on behalf of itself and Pruco,
filed a transaction statement on Schedule 13G reporting ownership
of their Common Shares and that they were acquired in the
ordinary course of business for investment purposes.
Representatives of PIC have conferred with other creditors
and shareholders of the Issuer, and have had discussions with the
management and the Board of Trustees of the Issuer concerning
alternatives available to the Issuer to enhance the value of the
Issuer and its assets, including, among other things, the
restructuring of the Issuer, the sale of individual assets of the
Issuer, the refinancing of the Issuer's obligations, or the sale
of the Issuer through the sale of all or substantially all of the
assets of the Issuer to, or the merger or other business
combination of the Issuer with, a third party. These discussions
may result in a decision by PIC to pursue, in cooperation with
the Issuer and/or other creditors and shareholders of the Issuer
or otherwise, one or more restructuring options, which may
include (a) the acquisition by PIC and other creditors and
shareholders of the Issuer of all of the outstanding Common
Shares they do not currently own either through a negotiated cash
merger transaction, a tender offer or another form of business
combination and/or (b) the replacement of all or a portion of the
Board of Trustees of the Issuer.
In addition to the possible actions described in the
preceding paragraph, PIC and the other holders of the Issuer's
Preferred Shares are entitled to designate one Trustee of the
Issuer. PIC has, along with other holders, exercised its rights
to designate such a Trustee.
Although the foregoing reflects activities presently
contemplated by PIC with respect to the Issuer, it is subject to
change at any time, and there can be no assurance that PIC will
take any of the actions referred to above or participate in a
group that will take any of the actions referred to above.
Except as set forth above, PIC has no present plans or intentions
which would result in or relate to any of the transactions
described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) PIC is the beneficial owner of 681,956.2 Common Shares
of the Issuer, equal to 14% of the issued and outstanding Common
Shares of the Issuer.
(b) The number of Common Shares as to which PIC has the
sole or shared power to vote and dispose, or direct the
disposition, of is disclosed in items 7 through 10 of the Cover
Page to this Statement, which items are incorporated herein by
reference.
(c) There have been no transactions in the Common Shares by
PIC within the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
PIC directly holds 207,983.5 of the Common Shares in a
separate account. An additional 473,929.7 Common Shares are held
by Gateway. PIC is the asset manager and principal beneficiary
of Gateway and, in its capacity as asset manager, has the sole
power to direct the voting and disposition of the Common Shares
held by Gateway. An additional 438 Common Shares are held by
PSI.
The filing of this statement should not be construed as
an admission that PIC is, for the purposes of Sections 13 or 16
of the Securities Exchange Act of 1934, the beneficial owner of
the shares held by any entity other than PIC.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS OF
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
DIRECTORS
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<TABLE>
<S> <C> <C>
Principal Occupation
Name Title Address
- ----------------------------------------------------------------------------
Franklin E. Agnew Business Consultant One Mellon Bank Center
Suite 2120
Pittsburgh, PA 15219
Frederic K. Becke President Wilentz Goldman & Spitzer
90 Woodbridge Center Drive
Suite 900
Woodbridge, NJ 07095
William W. Boeschenstein Former Chairman & CEO Owens-Corning Fiberglas
Corporation
One Seagate, Suite 1530
Toledo, OH 43604
Lisle C. Carter, Jr. Former Senior The Prudential Insurance
Vice President Company of America
and General Counsel, Prudential Plaza
United Way of America 751 Broad Street
Newark, NJ 07102-3777
James G. Cullen Vice Chairman Bell Atlantic Corp.
1310 North Court House Road,
11th Floor
Arlington, VA 22201
Carolyne K. Davis Health Care Advisor Ernst & Young
1225 Connecticut Avenue, NW
Washington, DC 20036
Roger A. Enrico Chief Executive Officer PepsiCo
14841 North Dallas Parkway
Dallas, TX 75240
Allan D. Gilmour Former Vice Chairman, The Prudential Insurance
Ford Motor Company Company of America
751 Broad Street
Newark, NJ 07102-3777
William H. Gray III President and CEO United Negro College Fund,
Inc.
8260 Willow Oaks Corp. Drive
P.O. Box 10444
Fairfax, VA 22031-4511
Jon F. Hanson Chairman Hampshire Management Company
235 Moore Street,
Suite 200
Hackensack, NJ 07601
Constance J. Horner Guest Scholar The Brookings Institution
1775 Massachusetts
Avenue, NW
Washington, DC 20036-2188
Allen F. Jacobson Former Chairman and CEO Minnesota Mining &
Manufacturing (3M)
3050 Minnesota World Trade
Center
30 Seventh Street East
St. Paul, MN 55101-4901
Burton G. Malkiel Professor Princeton University
Dept. of Economics
110 Fisher Hall
Prospect Avenue
Princeton, NJ 08544-1021
Arthur F. Ryan Chairman, CEO The Prudential Insurance
and President Company of America
751 Broad Street
Newark, NJ 07102
Charles R. Sitter Former President Exxon Corporation
225 East John W.
Carpenter Freeway
Irving, TX 75602
Donald L. Staheli Chairman and CEO Continental Grain Company
277 Park Avenue
New York, NY 10172
Richard M. Thomson Chairman and CEO The Toronto-Dominion Bank
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, Esq. Counselor at Law Picco Herbert Kennedy
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
EXECUTIVE OFFICERS
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Arthur F. Ryan Chairman of the Board, The Prudential Insurance
Chief Executive Company of America
Officer and President Prudential Plaza
751 Broad Street
Newark, NJ 07102-3777
E. Michael Caulfield Chief Executive The Prudential Insurance
Officer, Money Company of America
Management Group Prudential Plaza
751 Broad Street
Newark, NJ 07102-3777
Mark B. Grier Chief Financial The Prudential Insurance
Officer Company of America
Prudential Plaza
751 Broad Street
Newark, NJ 07102-3777
Rodger A. Lawson Executive Vice The Prudential Insurance
President, Marketing Company of America
and Planning Prudential Plaza
751 Broad Street
Newark, NJ 07102-3777
John V. Scicutella Operations and The Prudential Insurance
Systems Company of America
Executive Officer Prudential Plaza
751 Broad Street
Newark, NJ 07102-3777
William F. Yelverton Chief Executive The Prudential Insurance
Officer, Individual Company of America
Insurance Group Prudential America
751 Broad Street
Newark, NJ 07102-3777
</TABLE>
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
January 29, 1997 THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By: __/s/__RICHARD T. GREENWOOD____
Name: Richard T. Greenwood
Title: Vice President
