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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
[Fee Required]
For the fiscal year ended December 31, 1997
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
[No Fee Required]
For the Transition period from ________________________
Commission File Number 0-9097
THE PEREGRINE REAL ESTATE TRUST
(Exact Name of Registrant as Specified in its Charter)
CALIFORNIA 94-2255677
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1300 ETHAN WAY, SUITE 200, SACRAMENTO, CALIFORNIA 95825
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (916) 929-8244
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Title of Each Class
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Common Shares of Beneficial Interest
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Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve months, and (2) has been subject to the filing requirements
for at least the past ninety days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
[ ]
There is no active trading market for Peregrine's Common Shares of Beneficial
Interest.
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes [X] No [ ]
As of June 29, 1998, there were 4,881,122 outstanding Common Shares of
Beneficial Interest. As of June 29, 1998, there were 2,319,914 outstanding
Common Shares of Beneficial Interest held by non-affiliates of the registrant.
Since there is no active trading market for the registrant's Common Shares of
Beneficial Interest, no aggregate market value may be given with respect to such
shares.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information as of June 29, 1998
with respect to the beneficial ownership of the outstanding Common Shares of
Beneficial Interest and Preferred Shares by (i) all persons known by Peregrine
to own more than five percent of either class of shares, or to be a member of a
group that owns more than five percent of either class of shares, (ii) by each
officer described in the Summary Compensation Table (the "Named Executive
Officers"), and (iii) by the Trustees and Named Executive Officers as a group:
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<TABLE>
<CAPTION>
Beneficial Ownership(2)
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Number of Percent of
Name and Address of Beneficial Owner(1) Shares Title of Class(3) Class
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<S> <C> <C> <C>
TCW Group, Inc.(4) 6,814,681 Preferred Shares 42.7%
1,094,469 Common Shares 22.4%
Oaktree Capital Management, LLC(5) 4,882,794 Preferred Shares 30.7%
784,200 Common Shares 16.1%
The Prudential Insurance Company of America(6) 4,245,905 Preferred Shares 26.6%
682,539 Common Shares 14.0%
D. Richard Masson, Trustee(7) -- Preferred Shares --
-- Common Shares --
Roger D. Snell, President, Chief Executive -- Preferred Shares --
Officer, Chairman of the Board of Trustees, and 6,666 Common Shares *
Acting Secretary(8)
Michael C. Joseph, Trustee(8) -- Preferred Shares --
6,666 Common Shares *
Carson R. McKissick, Trustee(8) -- Preferred Shares --
13,333 Common Shares *
Matthew L. Witte, Trustee(8) -- Preferred Shares --
13,333 Common Shares *
Joseph Mock, Former President and Chief -- Preferred Shares --
Executive Officer 10,000 Common Shares *
Named Executive Officers and Trustees as a -- Preferred Shares --
Group (7 persons)(9) 49,998 Common Shares *
</TABLE>
* Less than 1%.
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(1) The address for TCW Group, Inc., is 865 South Figueroa Street, Los Angeles,
California 90017. The address for Oaktree Capital Management, LLC, is 550 South
Hope Street, Floor # 22, Los Angeles, California 90071. The address for The
Prudential Insurance Company of America is The Prudential Insurance Company of
America, 9th Floor, Four Gate Center, 100 Mulberry Center, Newark, NJ
07102-4069.
(2) As used in the table above, a beneficial owner includes any person who
directly or indirectly, through contract, arrangement, understanding,
relationship or otherwise has or shares (i) the power to vote, or direct the
voting, of such security or (ii) investment power which includes the power to
dispose, or to direct the disposition of, such security. In addition, a person
is deemed to be the beneficial owner of a security if that person has the right
to acquire beneficial ownership of such security within 60 days.
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(3) The title of class herein refers to the redeemable convertible preferred
shares of the company (the "Preferred Shares") and the common shares of
beneficial interest of the Company (the "Common Shares").
(4) TCW Group, Inc., is a holding company of entities involved in the principal
business of providing investment advice and management services to various
entities, including among others, TCW Asset Management Company ("TAMCO") and
Trust Company of the West. TAMCO, is managing general partner of TCW Special
Credits and therefor may be deemed to be a beneficial owner of 4,702,128 or
29.5% of the Preferred Shares and 755,184 or 15.5% of the Common Shares. Trust
Company of the West is an investment adviser and provides investment advice and
management services to institutional and individual investors, including TCW
Special Credits Trust IV which directly owns 1,703,671 or 10.7% of the Preferred
Shares and 273,617 or 5.6% of Common Shares and TCW Special Credits Trust IVA
which directly owns 408,882 or 2.6% of the Preferred Shares and 65,668 or 1.3%
Common Shares and therefor Trust Company of the West may be deemed to be a
beneficial owner of 2,112,553 or 13.3% of the Preferred Shares and 339,285 or
7.0% of the Common Shares. TCW Special Credits provides investment advice and
management services to, and is the general partner of, several limited
partnerships including TCW Special Credits Fund IV which directly owns 1,976,256
or 12.4% of the Preferred Shares and 317,396 or 6.5% of the Common Shares, TCW
Special Credits Plus Fund which directly owns 2,112,551 or 13.3% of the
Preferred Shares and 339,286 or 7.0% of the Common Shares and a third party
account which directly owns 613,321 or 3.8% of the Preferred Shares and 98,502
or 2.0% of the Common Shares. Therefor, TCW Special Credits may be deemed to be
a beneficial owner of 4,702,128 or 29.5% of Preferred Shares and 755,184 or
15.5% of Common Shares (all the forgoing entities comprise the "TCW Related
Entities"). The TCW Related Entities may be deemed to be beneficially owned by
TCW Group, Inc., for purposes of the reporting requirements of the Securities
Exchange Act of 1934. Robert Day is Chairman of the Board and Chief Executive
Officer of the TCW Group, Inc., and may be deemed to control the TCW Group,
Inc., although Mr. Day expressly disclaims such control and disclaims beneficial
ownership of any securities beneficially owned by TCW Group, Inc.
(5) Oaktree Capital Management, LLC, ("Oaktree") is the investment manager and
the general partner for OCM Real Estate Opportunities Fund A, LP, which directly
owns 1,611,323 or 10.1% of the Preferred Shares and 258,786 or 5.3% of the
Common Shares and OCM Real Estate Opportunities Fund B, LP., which directly owns
2,783,192 or 17.4% of the Preferred Shares and 446,994 or 9.2% of the Common
Shares. Oaktree is also the investment manager of a third party account which
directly owns 488,279 or 3.1% of the Preferred Shares and 78,420 or 1.6% of the
Common Shares. The funds and accounts which Oaktree manages may be deemed to be
beneficially owned by Oaktree for purposes of the reporting requirements of the
Securities Exchange Act of 1934.
(6) The Prudential Insurance Company of America directly owns 1,295,001 or 8.1%
of the Preferred Shares and 207,983 or 4.3% of the Common Shares and is the
asset manager and principal beneficiary of the Gateway Recovery Trust which
directly owns 2,950,904 or 18.5% of the Preferred Shares and 473,929 or 9.7% of
the Common Shares, and therefor, The Prudential Insurance Company of America may
be deemed to be a beneficial owner of such securities for purposes of the
reporting requirements of the Securities Exchange Act of 1934.
(7) D. Richard Masson is a general partner of TCW Special Credits and a
Principal of Oaktree Capital Management, LLC and therefore, may be deemed to
control 4,702,128 or 29.5% of the Preferred Shares and 755,184 or 15.5% of the
Common Shares of TCW Special Credits and 4,882,794 or 30.7% of the Preferred
Shares and 784,200 or 16.1% of the Common Shares of Oaktree Capital Management,
LLC. Mr. Masson expressly disclaims such control and disclaims beneficial
ownership of any securities beneficially owned by TCW Special Credits or Oaktree
Capital Management, LLC.
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(8) Represents options to purchase Common Shares held by the respective Trustee,
all of which are immediately exercisable.
(9) Includes options to purchase 39,998 Common Shares, all of which are
immediately exercisable.
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SIGNATURES
Pursuant to the requirements of Section 13 or Section 15(d) 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
June 29, 1998 /s/ ROGER D. SNELL
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Date Roger D. Snell
President, Chief Executive Officer,
Chairman of the Board of Trustees and
Acting Secretary
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