<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 5) (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
Kenneth Liang
Managing Director and General Counsel
Oaktree Capital Management, LLC
333 South Grand Avenue, 28th Floor
Los Angeles, CA 90071
(213) 830-6300
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 18, 1998
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. SEE Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 24 Pages)
- ------------
(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 on 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>
CUSIP NO. 713662013 13D Page 1 of 12 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
THE TCW GROUP, INC.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / / (b) /X/
- -------------------------------------------------------------------------------
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
8,647,723
------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
0
------------------------------------
BENEFICIALLY OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 8,647,723
------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
8,647,723
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES(1)
/ /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
38.3%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON(1)
HC, CO
- -------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 713662013 13D Page 2 of 12 Pages
- -------------------------------------------------------------------------------
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) / / (b) /X/
- -------------------------------------------------------------------------------
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
8,647,723
------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
0
------------------------------------
BENEFICIALLY OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 8,647,723
------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
8,647,723
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES(1)
/ /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
38.3%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON(1)
IN, HC
- -------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 713662013 13D Page 3 of 12 Pages
- -------------------------------------------------------------------------------
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) / / (b) /X/
- -------------------------------------------------------------------------------
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
2,680,797
------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
0
------------------------------------
BENEFICIALLY OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 2,680,797
------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,680,797
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES(1)
/ /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
11.9%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON(1)
CO
- -------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 713662013 13D Page 4 of 12 Pages
- -------------------------------------------------------------------------------
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) / / (b) /X/
- -------------------------------------------------------------------------------
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
5,966,926
------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
0
------------------------------------
BENEFICIALLY OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 5,966,926
------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
5,966,926
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES(1)
/ /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
26.5%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON(1)
CO, IA
- -------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 713662013 13D Page 5 of 12 Pages
- -------------------------------------------------------------------------------
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) / / (b) /X/
- -------------------------------------------------------------------------------
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
5,966,926
------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
0
------------------------------------
BENEFICIALLY OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 5,966,926
------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
5,966,926
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES(1)
/ /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
26.5%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON(1)
PN, IA
- -------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 713662013 13D Page 6 of 12 Pages
- -------------------------------------------------------------------------------
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) / / (b) /X/
- -------------------------------------------------------------------------------
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
2,507,837
------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
0
------------------------------------
BENEFICIALLY OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 2,507,837
------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,507,837
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES(1)
/ /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
11.1%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON(1)
PN
- -------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 713662013 13D Page 7 of 12 Pages
- -------------------------------------------------------------------------------
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) / / (b) /X/
- -------------------------------------------------------------------------------
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
2,680,795
------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
0
------------------------------------
BENEFICIALLY OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 2,680,795
------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,680,795
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES(1)
/ /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
11.9%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON(1)
PN
- -------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 713662013 13D Page 8 of 12 Pages
- -------------------------------------------------------------------------------
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) / / (b) /X/
- -------------------------------------------------------------------------------
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
2,161,932
------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
0
------------------------------------
BENEFICIALLY OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 2,161,932
------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,161,932
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES(1)
/ /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.6%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON(1)
PN
- -------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 713662013 13D Page 9 of 12 Pages
- -------------------------------------------------------------------------------
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) / / (b) /X/
- -------------------------------------------------------------------------------
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
518,865
------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
0
------------------------------------
BENEFICIALLY OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 518,865
------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
518,865
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES(1)
/ /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.3%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON(1)
PN
- -------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 713662013 13D Page 10 of 12 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
OAKTREE CAPITAL MANAGEMENT, LLC
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / / (b) /X/
- -------------------------------------------------------------------------------
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
6,196,188
------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
0
------------------------------------
BENEFICIALLY OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 6,196,188
------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
6,196,188
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES(1)
/ /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
27.5%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON(1)
IA; OO
- -------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 713662013 13D Page 11 of 12 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
OCM REAL ESTATE OPPORTUNITIES FUND A, L.P.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / / (b) /X/
- -------------------------------------------------------------------------------
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
DELAWARE
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
2,044,744
------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
0
------------------------------------
BENEFICIALLY OWNED BY REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH 2,044,744
------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,044,744
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES(1)
/ /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.1%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON(1)
PN; OO
- -------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 713662013 13D Page 12 of 12 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
OCM REAL ESTATE OPPORTUNITIES FUND B, L.P.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / / (b) /X/
- -------------------------------------------------------------------------------
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
DELAWARE
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
3,531,825
------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
0
------------------------------------
BENEFICIALLY OWNED BY REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH 3,531,825
------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,531,825
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES(1)
/ /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
15.7%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON(1)
PN; OO
- -------------------------------------------------------------------------------
<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, d.b.a.
WinShip Properties (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;
(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) Oaktree Capital Management, LLC, a California limited
liability company ("Oaktree"), general partner of the Real
Estate Fund A and the Real Estate Fund B;
(9) OCM Real Estate Opportunities Fund A, L.P., a Delaware limited
partnership of which Oaktree is the general partner ("Real
Estate Fund A"); and
(10) OCM Real Estate Opportunities Fund B, L.P., a Delaware limited
partnership of which Oaktree is the general partner ("Real
Estate Fund B" and together with Real Estate Fund A, the
"Oaktree Entities").
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 to the Special Credits
Trusts. TAMCO is an investment adviser and provides investment advice and
management services to institutional and individual investors. Special Credits
is an investment adviser and 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 (as defined below).
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
<PAGE>
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.
Oaktree is the general partner of the Real Estate Fund A and the Real
Estate Fund B. The principal business of Oaktree is to provide investment advice
and management services to institutional and individual investors. The Real
Estate Fund A and the Real Estate Fund B are investment partnerships which
invest in mortgages, real estate-related securities and fee interests in real
estate. Oaktree is also the investment manager of a third party account (the
"Oaktree Account") which invests in securities similar to those in which the
Oaktree Entities invest. The address of the principal business and principal
office for the Oaktree Entities is 333 South Grand Avenue, 28th Floor, Los
Angeles, California 90071.
(a)-(c) & (f)
(i) 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:
<TABLE>
<CAPTION>
EXECUTIVE OFFICERS
- ------------------
<S> <C>
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
William C. Sonneborn Managing Director, Chief Financial Officer & Assistant
Secretary
</TABLE>
Schedule I 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.
(ii) 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:
<TABLE>
<CAPTION>
EXECUTIVE OFFICERS & DIRECTORS
- ------------------------------
<S> <C>
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, & Group Managing
Director
Michael E. Cahill Managing Director, General Counsel & Secretary
William C. Sonneborn Managing Director, Chief Financial Officer &Assistant
Secretary
</TABLE>
(iii) 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 America unless otherwise specified below:
<TABLE>
<CAPTION>
EXECUTIVE OFFICERS & DIRECTORS
- ------------------------------
<S> <C>
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
Alvin R. Albe, Jr. Director, Executive Vice President, Finance &
Administration
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Michael E. Cahill Director, Managing Director, General Counsel & Secretary
William C. Sonneborn Director, Managing Director, Chief Financial Officer &
Assistant Secretary
Mark L. Attanasio Director, Group Managing Director & Chief Investment
Officer - Below Investment Grade Fixed Income
Philip A. Barach Director, Group Managing Director & Chief Investment
Officer - Investment Grade Fixed Income
Javier Baz Director, Managing Director & Chief Investment Officer -
International
Robert D. Beyer Director & Group Managing Director
Glen E. Bickerstaff Director & Managing Director
Arthur R. Carlson Director & Managing Director
Gerard B. Finneran Director & Managing Director
Douglas S. Foreman Director, Group Managing Director & Chief Investment
Officer - U.S. Equities
Nicola F. Galluccio Director & Managing Director
Mark W. Gibello Director & Managing Director
Jeffrey E. Gundlach Director & Group Managing Director
Raymond F. Henze III Director & Group Managing Director
Stephen McDonald Director & Managing Director
Jeffrey V. Peterson Director & Managing Director
Komal S. Sri-Kumar Director & Managing Director
</TABLE>
(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. 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.
Howard S. Marks
Chairman and Principal
Oaktree Capital Management, LLC
333 South Grand Avenue
28th Floor
Los Angeles, California 90071
Bruce A. Karsh
President and Principal
Oaktree Capital Management, LLC
333 South Grand Avenue
28th Floor
Los Angeles, California 90071
David Richard Masson
Principal
Oaktree Capital Management, LLC
333 South Grand Avenue
28th Floor
Los Angeles, California 90071
Sheldon M. Stone
Principal
Oaktree Capital Management, LLC
333 South Grand Avenue
28th Floor
Los Angeles, California 90071
<PAGE>
(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.
(vi) The portfolio managers of the Special Credits Limited Partnership
and the Special Credits Account are listed below. The principal address for each
portfolio manager is 333 South Grand Avenue, 28th Floor, Los Angeles, California
90071. Each individual is a citizen of the United States of America unless
otherwise specified below.
PORTFOLIO MANAGERS
- ------------------
Bruce A. Karsh
D. Richard Masson
(vii) Oaktree is the investment manager of the Oaktree Account. See
information in paragraph (viii) below regarding Oaktree and its members.
(viii) The members and executive officers of Oaktree, the general
partner of the Real Estate Fund A and the Real Estate Fund B, and the investment
manager of the Oaktree Account are listed below. The principal address for each
of these individuals is 330 South Grand Avenue, 28th Floor, Los Angeles,
California 90071. All individuals listed below are citizens of the United States
of America.
<TABLE>
<CAPTION>
EXECUTIVE OFFICERS AND MEMBERS
- ------------------------------
<S> <C>
Howard S. Marks Chairman and Principal
Bruce A. Karsh President and Principal
Sheldon M. Stone Principal
David Richard Masson Principal
Larry W. Keele Principal
Stephen A. Kaplan Principal
Russel S. Bernard Principal
David Kirchheimer Managing Director and Chief Financial and Administrative
Officer
Kenneth Liang Managing Director and General Counsel
PORTFOLIO MANAGERS
- ------------------
Russel S. Bernard Principal
Bruce A. Karsh President and Principal
</TABLE>
(d)-(e)
During the last five years, neither TCWG, TCW, TAMCO, the Special
Credits Entities, the Special Credits Account, Oaktree, the Real Estate Fund A,
the Real Estate Fund B, the Oaktree 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 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Common Shares were acquired pursuant to a letter agreement dated
November 2, 1998 wherein the holders of all of the Issuer's Preferred Shares
agreed to exchange each Preferred Share for 1.0541145 Common Shares. Such
transaction effectively accelerated the mandatory conversion of the Preferred
Shares which was anticipated to occur in April 1999. There was no other
consideration involved in the acquisition of the Common Shares.
ITEM 4. PURPOSE OF TRANSACTION.
<PAGE>
On November 2, 1998, the TCW Related Entities, the Oaktree Entities,
Prudential Insurance Company of America ("PIC") and Gateway Recovery Trust
("Gateway", and together with PIC, the "PIC Entities") entered into a letter
agreement with the Issuer in which the TCW Related Entities, the Oaktree
Entities and the PIC Entities agreed to an accelerated conversion of the
Preferred Shares into Common Shares. The exchange was consummated on November
18, 1998. As a result of the transaction, all of the issued and outstanding
Preferred Shares were converted into Common Shares and each holder of Preferred
Shares received 1.0541145 Common Shares for each outstanding Preferred Share.
The Issuer has indicated that it is evaluating the possibility of a
plan of reorganization that would change the form of entity of the Issuer and
its state of organization and reduce the number of shareholders of the Issuer.
At such time as the Issuer proposes such a reorganization, the TCW Related
Entities and the Oaktree Entities will also evaluate such a reorganization and
may, depending upon the terms of such a transaction, vote their Common Shares to
approve or disapprove such a transaction.
The TCW Related Entities and the Oaktree Entities 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 the Oaktree Entities 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 the Oaktree Entities
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 the Oaktree Entities 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 the
Oaktree Entities 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.
As of the date of this Schedule 13D, Fund IV beneficially owns
2,507,837 shares of the Issuer's Common Shares which is approximately 11.1% of
the Issuer's outstanding Common Shares; the Plus Fund beneficially owns
2,680,795 shares of the Issuer's Common Shares which is approximately 11.9% 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 5,966,926 of the
Issuer's Common Shares which is approximately 26.5% of the Issuer's outstanding
Common Shares. Trust IV beneficially owns 2,161,932 shares of the Issuer's
Common Shares which is approximately 9.6% of the Issuer's outstanding Common
Shares. Trust IVA beneficially owns 518,865 shares of the Issuer's Common Shares
which is approximately 2.3% of the Issuer's outstanding Common Shares; TCW, as
the trustee of the Special Credits Trusts, may be deemed to beneficially own
2,680,797 shares of the Issuer's Common Shares which is approximately 11.9% of
the Issuer's outstanding Common Shares.
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 5,966,926
shares or approximately 26.5% 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
8,647,723 shares of the Issuer's Common Shares or approximately 38.3% 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.
<PAGE>
Marks, D. Richard Masson and Sheldon M. Stone each disclaim 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 individuals are 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 and the Special Credits
Account, all of which constitutes 8,647,723 shares of the Issuer's Common Shares
or approximately 38.3% 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.
The Real Estate Fund A beneficially owns 2,044,744 shares of the
Issuer's Common Shares which is approximately 9.1% of the Issuer's outstanding
Common Shares. The Real Estate Fund B beneficially owns 3,531,825 shares of the
Issuer's Common Shares which is approximately 15.7% of the Issuer's outstanding
Common Shares. The Oaktree Account beneficially owns 619,619 shares of the
Issuer's Common Shares which is approximately 2.7% of the Issuer's Common
Shares.
Oaktree, as general partner of the Real Estate Fund A, the Real Estate
Fund B and investment manager of 619,619 shares held by the Oaktree Account, may
be deemed to beneficially own the Issuer's Common Shares held by the Real Estate
Fund A, the Real Estate Fund B and the Oaktree Account, all of which constitutes
6,196,188 shares or approximately 27.5% 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 5,966,926 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
5,966,926 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 2,680,797 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 8,647,723 shares of the Issuer's Common Shares.
Oaktree, as the sole general partner of the Real Estate Fund A, the
Real Estate Fund B and investment manager of the Oaktree Account, has
discretionary authority and control over all of the assets of the Real Estate
Fund A, the Real Estate Fund B and the Oaktree Account. Pursuant to the limited
partnership agreements for such limited partnerships, Oaktree has the power to
vote and dispose of the Issuer's Common Shares held by the Real Estate Fund A,
the Real Estate Fund B and the Oaktree Account. Therefore, Oaktree has the sole
power to vote and dispose of 6,196,188 of the Issuer's Common Shares.
(c) On November 2, 1998, the TCW Related Entities, the Oaktree Entities
and the PIC Entities entered into a letter agreement with the Issuer pursuant to
which the TCW Related Entities, the Oaktree Entities and the PIC Entities agreed
to exchange each of their Preferred Shares for 1.0541145 Common Shares. The
exchange transaction was consummated on November 18, 1998. As a result, Fund IV
received 2,190,441 Common Shares in exchange for 2,077,992 Preferred Shares;
Plus Fund received 2,341,509 Common Shares in exchange for 2,221,304 Preferred
Shares; Trust IV received 1,888,314 Common Shares in exchange for 1,791,375
Preferred Shares; Trust IVA received 453,197 Common Shares in exchange for
429,931 Preferred Shares; and the Special Credits Account received 679,792
Common Shares in exchange for 644,894 Preferred Shares.
<PAGE>
TCW may be deemed to beneficially own an aggregate of 2,341,511 Common
Shares received by Trust IV and Trust IVA in exchange for an aggregate of
2,221,306 Preferred Shares. TAMCO and Special Credits may be deemed to
beneficially own an aggregate of 5,211,742 Common Shares received by Special
Credits Account, Fund IV and Plus Fund in exchange for an aggregate of 4,944,190
Preferred Shares. TCWG and Robert Day may be deemed to beneficially own an
aggregate of 7,553,253 Common Shares received by Fund IV, Plus Fund, Trust IV,
Trust IVA and Special Credits Account in exchange for an aggregate of 7,165,496
Preferred Shares. TCW, TAMCO, Special Credits, TCWG, Robert Day and each of the
individuals listed in Item 2(i)-(vi) 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.
Real Estate Fund A received 1,785,958 Common Shares in exchange for
1,694,273 Preferred Shares; Real Estate Fund B received 3,084,831 Common Shares
in exchange for 2,926,467 Preferred Shares; and the Oaktree Account received
541,199 Common Shares in exchange for 513,416 Preferred Shares. Oaktree may be
deemed to beneficially own an aggregate of 5,411,988 Common Shares received by
Real Estate Fund A, Real Estate Fund B and the Oaktree Account in exchange for
an aggregate of 5,134,156 Preferred Shares. Oaktree and each of the individuals
listed in Item 2(vii)-(viii) 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.
Except as set forth above, none of the TCW Related Entities, the
Special Credits Account, the Oaktree Entities or the Oaktree Account, and to the
best of their knowledge, none of their respective officers, directors or general
partners have effected any other 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 Related 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.
Oaktree has the sole right to receive and the sole power to direct the
receipt of dividends from, and the proceeds of sale of, any of the securities
for which any of the Oaktree Entities has sole voting power.
(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 identifies an individual to serve as a trustee on the Board of Trustees of
the Issuer, the TCW Related Entities shall (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, the
Oaktree Entities subsequently indicated that they intended to cause certain of
their representatives 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 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. Thus,
except as described below, there are no agreements by and among the TCW Related
Entities and the Oaktree Entities, and by either or both of them and any other
person, regarding the transfer or voting of any Common Shares 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. The Special Credits Limited Partnerships and the
Special Credits Account have similar investment strategies of investing
<PAGE>
in financially distressed entities; however, the implementation of these
strategies may differ from partnership to partnership and account to account.
TCW, as trustee of the Special Credits Trusts, receives a management
fee for managing all the assets of Special Credits Trusts. The Special Credits
Trusts each have an investment strategy similar to the Special Credits Limited
Partnership and Special Credits Account in investing in financially distressed
entities. However, the implementation of this strategy may differ from entity to
entity and account to account.
On November 2, 1998, the TCW Related Entities, the Oaktree Entities and
the PIC Entities entered into a letter agreement with the Issuer in which the
TCW Related Entities, the Oaktree Entities and the PIC Entities agreed to
exchange their Preferred Shares for Common Shares to accelerate the mandatory
conversion of such Preferred Shares anticipated to occur in April 1999. The
exchange was consummated on November 18, 1998. As a result of the exchange
transaction, all of the issued and outstanding Preferred Shares were converted
into Common Shares and each holder of Preferred Shares received 1.0541145 Common
Shares for each Preferred Share.
Except as otherwise set forth herein, there are no contracts,
understandings or relationships (legal or otherwise) among or between any member
of the TCW Related Entities, the Special Credits Account, the Oaktree Entities
or the Oaktree Account or, to the best of their knowledge, their respective
executive officers, directors or general partners or between or among any of
such persons with respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit I: Letter Agreement among the TCW Related Entities, the PIC
Entities, the Oaktree Entities and the Issuer dated November
2, 1998.
<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 25th of November 1998.
THE TCW GROUP, INC.
By: /s/ Mohan V. Phansalkar
--------------------------------------
Mohan V. Phansalkar, Authorized Signatory
TRUST COMPANY OF THE WEST
By: /s/ Kenneth Liang
--------------------------------------
Kenneth Liang, Authorized Signatory
TCW ASSET MANAGEMENT COMPANY
By: /s/ Kenneth Liang
--------------------------------------
Kenneth Liang, Authorized Signatory
TCW SPECIAL CREDITS
By: /s/ Kenneth Liang
--------------------------------------
Kenneth Liang, Authorized Signatory
of TCW Asset Management Company, the
Managing General Partner of TCW
Special Credits
<PAGE>
TCW SPECIAL CREDITS FUND IV
By: /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
By: /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
By: /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
By: /s/ Kenneth Liang
--------------------------------------
Kenneth Liang, Authorized
Signatory of Trust Company
of the West, the trustee
of TCW Special Credits
Trust IVA
<PAGE>
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
OAKTREE CAPITAL MANAGEMENT, LLC
By: /s/ Kenneth Liang
--------------------------------------
Kenneth Liang
Managing Director and General Counsel
OCM REAL ESTATE OPPORTUNITIES FUND A, L.P.
By: /s/ Kenneth Liang
--------------------------------------
Kenneth Liang
Managing Director and General Counsel
of Oaktree Capital Management, LLC,
the General Partner of OCM Real Estate Opportunities Fund A, L.P.
OCM REAL ESTATE OPPORTUNITIES FUND B, L.P.
By: /s/ Kenneth Liang
--------------------------------------
Kenneth Liang
Managing Director and General Counsel
of Oaktree Capital Management, LLC,
the General Partner of OCM Real Estate Opportunities Fund B, L.P.
<PAGE>
SCHEDULE I
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:
John M. Bryan Dr. Henry A. Kissinger
Partner Chairman
Bryan & Edwards Kissinger Associates, Inc.
600 Montgomery Street, 35th Floor 350 Park Avenue, 26th Floor
San Francisco, CA 94111 New York, NY 10022
Robert A. Day Thomas E. Larkin, Jr.
Chairman of the Board President
Chairman and Chief Executive Officer Trust Company of the West
Trust Company of the West 865 S. Figueroa St., Suite 1800
200 Park Avenue, Suite 2200 Los Angeles, CA 90017
New York, New York 10166
Damon P. de Lazlo, Esq. Kenneth L. Lay
Managing Director of Harwin Engineers S.A. Chairman and Chief Executive
Chairman & D.P. Advisors Holdings Limited Officer
Byron's Chambers Enron Corp.
A2 Albany, Piccadilly 1400 Smith Street
London W1V 9RD - England Houston, TX 77002-7369
(Citizen of United Kingdom)
William C. Edwards Michael T. Masin, Esq.
Partner Vice Chairman
Bryan & Edwards GTE Corporation
3000 San Hill Road, Suite 190 One Stamford Forum
Menlo Park, CA 94025 Stamford, CT 06904
Ernest O. Ellison Edfred L. Shannon, Jr.
Vice Chairman Investor/Rancher
Trust Company of the West 1000 S. Fremont Ave.
865 S. Figueroa Street, Suite 1800 Alhambra, CA 91802
Los Angeles, CA 90017
Harold R. Frank Robert G. Sims
Chairman of the Board Private Investor
Applied Magnetics Corporation 11828 Rancho Bernardo
75 Robin Hill Rd. Box 1236
Goleta, CA 93017 San Diego, CA 92128
Carla A. Hills Marc I. Stern
1200 19th Street, N.W. President
5th Floor The TCW Group, Inc.
Washington, D.C. 20036 865 S. Figueroa St., Ste. 1800
Los Angeles, CA 90017
<PAGE>
THE PEREGRINE REAL ESTATE TRUST
1300 ETHAN WAY, SUITE 200
SACRAMENTO, CALIFORNIA 95825
November 2, 1998
To each of the parties listed
on the signature pages hereto
Gentlemen:
This letter agreement (the "Letter Agreement") is entered into by and
among The Peregrine Real Estate Trust, a California real estate investment trust
(the "Company"); The Prudential Insurance Company of America and Gateway
Recovery Trust (collectively, the "Prudential Entities"); TCW Special Credits
Fund IV, TCW Special Credit Plus Fund, TCW Special Credits Trust IV, TCW Special
Credits Trust IVA and TCW Special Credits, as investment manager of the
Weyerhaeuser Company Master Retirement Trust Separate Account (collectively,
"TCW"); OCM Real Estate Opportunities Fund A, L.P., OCM Real Estate
Opportunities Fund B, L.P., and Oaktree Capital Management, LLC as investment
manager of Weyerhaeuser Company Master Retirement Trust and Real Estate
Opportunities Separate Account (collectively, "Oaktree"). The Prudential
Entities, TCW and Oaktree are collectively referred to herein as the "Preferred
Stockholders".
The Company and Preferred Stockholders hereby agree, subject to the
terms and conditions set forth in this Letter Agreement as follows:
DEFINITIONS
"Common Stock" shall mean Common Shares of beneficial interest of the
Company authorized and issued pursuant to the Declaration of Trust.
"Declaration of Trust" shall mean the Restated Declaration of Trust of
the Company dated as of October 7, 1994.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
"Preferred Stock" shall mean Preferred Shares of beneficial interest
of the Company issued pursuant to the Declaration of Trust and that certain
Redeemable Convertible Preferred Stock Purchase Agreement dated as of October 1,
1994 by and among the Company and Pacific Mutual Life Insurance Company, The
Prudential Insurance Company of America, Pruco Life Insurance Company, ORIX USA
Corporation, Weyerhauser Company Master
<PAGE>
Retirement Trust, TCW Special Credits Fund IV, TCW Special Credits Plus Fund,
TCW Special Credits Trust IV, and TCW Special Credits Trust IVA.
"SEC" shall mean the United States Securities and Exchange Commission.
"Securities" shall mean the Preferred Stock and Common Stock
(including Conversion Shares (as defined herein)).
"Securities Act" shall mean the Securities Act of 1933, as amended.
Section 1 EXCHANGE OF PREFERRED STOCK FOR COMMON STOCK
1.1 EXCHANGE. Subject to the terms and conditions set forth herein,
each of the Preferred Stockholders hereby agrees to exchange each share of
Preferred Stock held by such Preferred Stockholder for a number of shares of
Common Stock to be issued by the Company pursuant to the following conversion
ratio (the "Conversion Shares"): (a) the sum of (i) the number of shares of
Preferred Stock that would have been issued and outstanding on October 10, 1998
if the Preferred Stock issued and outstanding as of the Closing Date (as defined
herein) had remained outstanding until and as of such date (it being agreed that
such number of shares of Preferred Stock is 16,764,135) plus (ii) the quotient
of (A) the amount of cash dividends that would have accrued on the Preferred
Stock between the date of this Agreement and April 10, 1999 (it being agreed
that such amount is $1,814,364) divided by (B) the conversion price set forth in
the Declaration of Trust (it being agreed that such amount is $2.00), divided by
(b) the number of shares of Preferred Stock issued and outstanding as of the
Closing Date (as defined herein). Subject to the terms and conditions set forth
herein, the Company hereby agrees to issue the Conversion Shares upon receipt of
share certificates representing all of the issued and outstanding shares of
Preferred Stock from the Preferred Stockholders.
1.2 THE CLOSING. At the closing of the transactions described herein
(the "Closing"), (a) each of the Preferred Stockholders will deliver to the
Company the certificates evidencing the shares of Preferred Stock held by such
holder together with duly executed blank stock powers, (b) the Company will
accept and cancel such certificates representing shares of Preferred Stock and
(c) the Company will deliver to Preferred Stockholders certificates for the
Conversion Shares, registered in the denominations and names specified by each
Preferred Stockholder. The Closing shall be held at the offices of Milbank,
Tweed, Hadley & McCloy, 601 S. Figueroa St., thirtieth floor, Los Angeles,
California 90017, on the third business day following satisfaction of the
conditions set forth herein or at such other time and place as all parties to
this Letter Agreement may mutually agree (the "Closing Date").
Section 2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents, warrants and covenants to each
Preferred Stockholder as follows:
2.1 ORGANIZATION; POWER AND AUTHORITY. The Company is a real estate
investment trust duly organized, validly existing and in good standing under the
laws of the State
-2-
<PAGE>
of California. The Company has all requisite power and authority to transact
its business as now transacted and proposed to be transacted, to execute and
deliver this Agreement, to issue and exchange the Conversion Shares for the
Preferred Shares and to perform the provisions of this Letter Agreement.
2.2 AUTHORIZATION, ETC. The execution, delivery and performance of
this Letter Agreement and the other documents contemplated herein to which the
Company is a party, the issuance and exchange of Conversion Shares for the
Preferred Stock, and the consummation of the transactions contemplated hereby
and thereby have been duly authorized by all necessary action on the part of the
Company, and this Letter Agreement has been executed and delivered by the
Company, and this Letter Agreement constitutes a legal, valid and binding
obligation of the Company enforceable against the Company in accordance with its
terms.
2.3 CAPITAL STOCK. The total number of shares of capital stock which
the Company has authority to issue is 75,000,000 shares, consisting of
50,000,000 shares of Common Stock and 25,000,000 shares of Preferred Stock. As
of October 1, 1998, the total number of outstanding shares of Common Stock was
4,881,122, the total number of outstanding shares of Preferred Stock was
16,764,135 and there were options and warrants to purchase an aggregate of
119,998 shares of Common Stock outstanding and options to purchase 1,450,000
shares of Common Stock had been granted subject to shareholder approval.
2.4 ISSUANCE OF THE CONVERSION SHARES. Upon issuance, the Conversion
Shares will be duly authorized, validly issued, outstanding, fully paid and
non-assessable. The delivery to each Preferred Stockholder of a certificate or
certificates representing the Conversion Shares at the Closing will transfer to
such Preferred Stockholder good and valid title to the Conversion Shares which
it is entitled to receive hereunder, free and clear of all liens and
encumbrances.
2.5 COMPLIANCE WITH LAWS, OTHER INSTRUMENTS OF THE COMPANY, ETC.
Except as described in Schedule 2.5 hereto, none of the execution and delivery
of this Letter Agreement, or the issuance and exchange of the Conversion Shares
for Preferred Stock or the consummation of the transactions contemplated herein
or compliance with the terms and provisions hereof will conflict with or result
in a breach of, or require any consent under, the Restated Declaration of Trust
or Bylaws of the Company, any applicable law or regulation (other than filings
which will be made by the Company as required by applicable state securities
laws), or any order, writ, injunction or decree of any court or governmental
authority or agency, or any agreement or instrument to which the Company is a
party or by which it is bound or to which it is subject, or constitute a default
under any such agreement or instrument, or result in the creation or imposition
of any lien upon any of the revenues or assets of the Company pursuant to the
terms of any such agreement or instrument.
2.6 GOVERNMENTAL CONSENTS. Other than filings required by applicable
state securities laws which shall be made by the Company, neither the nature of
the Company or of any of its respective businesses or properties, nor any
relationship between the Company and any other person, nor any circumstance in
connection with the offer, issue or exchange of the Securities is such as to
require consent, approval or authorization of, or filing, registration or
qualification with, any governmental authority on the part of the Company as a
condition to the execution, delivery or performance of this Letter Agreement.
-3-
<PAGE>
2.7 LEGAL PROCEEDINGS. There are no legal actions or proceedings
pending, or to the knowledge of the Company, threatened against, relating to or
affecting the Company which request or threaten to request the issuance of a
court order restraining, enjoining or otherwise prohibiting or making illegal
the consummation of any of the transactions contemplated in this Letter
Agreement (or any similar transaction).
Section 3 REPRESENTATIONS AND WARRANTIES OF THE PREFERRED
STOCKHOLDERS.
Each of the Preferred Stockholders, severally and not jointly,
represents, warrants and covenants to the Company and each other Preferred
Stockholder as follows:
3.1 ORGANIZATION; POWER AND AUTHORITY; AUTHORIZATION, ETC. Such
Preferred Stockholder has all requisite power and authority to execute and
deliver this Letter Agreement and to perform its obligations pursuant to the
provisions of this Letter Agreement. The execution, delivery and performance of
this Letter Agreement, and the consummation of the transactions contemplated
hereby have been duly authorized by all necessary action on the part of such
Preferred Stockholder. This Letter Agreement has been executed and delivered by
a duly authorized representative of such Preferred Stockholder and constitutes a
legal, valid and binding obligation of such Preferred Stockholder enforceable
against such holder in accordance with its terms.
3.2 OWNERSHIP OF SHARES. Such Preferred Stockholder represents that
such Preferred Stockholder is the sole legal owner of the number of shares of
Preferred Stock set forth opposite such holder's name on Schedule 3.2. Such
Preferred Stockholder holds such shares of Preferred Stock of the Company free
and clear of any liens, claims, interests, charges and encumbrances. Such
Preferred Stockholder represents that it has not previously entered into any
agreement (other than this Agreement) to sell, assign, convey, transfer or
otherwise dispose of, in whole or in part, the shares of Preferred Stock to be
exchanged by such Preferred Stockholder pursuant to the terms hereof. Upon
exchange of the Preferred Stock for the Conversion Shares at the Closing, such
Preferred Stockholder will transfer to the Company, good and valid title to the
Preferred Stock held by such holder, free and clear of all liens, claims,
interests, charges and encumbrances.
3.3 ACQUISITION FOR EACH OF THE PREFERRED STOCKHOLDERS' OWN ACCOUNT;
RESTRICTIONS ON TRANSFER; ACCREDITED INVESTORS. Such Preferred Stockholder
represents and warrants to the Company that it is acquiring and will acquire the
Conversion Shares for its own account (or a separate account managed by it),
with no present intention of distributing or reselling its Conversion Shares or
any part thereof in violation of the Securities Act, and that such Preferred
Stockholder is prepared to bear the economic risk of retaining its Conversion
Shares for an indefinite period of time, all without prejudice; provided that
the disposition of its property shall in all times be and remain with in its
control. Such Preferred Stockholder represents and warrants that it is an
"accredited investor," as such term is defined in Rule 501(a)(3) of Regulation D
promulgated under the Securities Act. Such Preferred Stockholder further
covenants that it will not make any sale, transfer or other disposition of the
Securities of the Company in violation of the Securities Act, the Exchange Act
or the rules of the SEC promulgated thereunder.
-4-
<PAGE>
3.4 COMPLIANCE WITH LAWS, OTHER INSTRUMENTS OF EACH OF PREFERRED
STOCKHOLDERS, ETC. Except as described in Schedule 3.4 hereto, none of the
execution and delivery of this Letter Agreement, or the issue and exchange of
the Conversion Shares for Preferred Stock or the consummation of the
transactions contemplated herein or compliance with the terms and provisions
hereof will conflict with or result in a breach of, or require any consent
under, organic foundation documents or bylaws of such Preferred Stockholder any
applicable law or regulation, or any order, writ, injunction or decree of any
court or governmental authority or agency, or any agreement or instrument to
which such Preferred Stockholder is a party or by which it is bound or to which
it is subject, or constitute a default under any such agreement or instrument,
or result in the creation or imposition of any lien upon any of the revenues or
assets of such Preferred Stockholder pursuant to the terms of any such agreement
or instrument.
3.5 GOVERNMENTAL CONSENTS. Neither the nature of such Preferred
Stockholder or of any of its respective businesses or properties, nor any
relationship between such Preferred Stockholder and any other person, nor any
circumstance in connection with the offer, issue or exchange of the Securities
is such as to require consent, approval or authorization of, or filing,
registration or qualification with, any governmental authority on the part of
such Preferred Stockholder as a condition to the execution, delivery or
performance of this Letter Agreement.
Section 4 COVENANTS OF THE COMPANY
The Company hereby covenants and agrees with the Preferred
Stockholders that all times from and after the date hereof until the Closing
and, with respect to any covenant to be performed in whole or in part after the
Closing, to the period specified therein or if no period is specified,
indefinitely:
4.1 FAIRNESS OPINION. The Company shall use commercially reasonable
efforts to obtain an independent "fairness" opinion from a recognized investment
banking firm addressed to the trustees of the Company, together with a letter
permitting the Company to deliver the fairness opinion to each of the Preferred
Stockholders, and confirming that the transactions contemplated hereby are fair,
from a financial point of view, to the Company and the shareholders of the
Company other than the Preferred Stockholders.
4.2 CONSENTS. The Company shall use commercially reasonable efforts
to obtain the consents described in Schedule 2.5.
4.3 FULFILLMENT OF CONDITIONS. The Company will take all
commercially reasonable steps to satisfy conditions and obligations of the
Company under this Letter Agreement and will not take or fail to take any action
that could reasonably be expected to result in non-fulfillment of any such
condition or obligation under this Letter Agreement.
Section 5 CONDITIONS TO CLOSING.
(a) The obligations of each Preferred Stockholder hereunder are
subject to the satisfaction prior to the issuance of the Conversion Shares of
the following conditions:
(i) the Company shall have delivered to Preferred
Stockholders a certificate, dated as of the Closing Date, of the Secretary or an
Assistant Secretary of the
-5-
<PAGE>
Company, (A) attaching a true and complete copy of the resolutions of the Board
of Trustees of the Company, and of all documents evidencing other necessary
corporate or shareholder action taken by the Company in connection with the
matters contemplated by this Agreement, (B) attaching a true and complete copy
of the Restated Declaration of Trust, (C) setting forth the incumbency of the
officer or officers of the Company who sign this Letter Agreement, the other
Documents, and each certificate for the Conversion Shares, including therein a
signature specimen of such officer or officers, and (D) attaching a certificate
of good standing (including tax status, if applicable) of the California
Secretary of State;
(ii) the Company shall have received a "fairness" opinion, in
form and substance satisfactory to each of the Preferred Stockholders, from Duff
& Phelps, LLC (or other recognized investment banking firm) addressed to the
trustees of the Company, together with a letter permitting the Company to
deliver the fairness opinion to each of the Preferred Stockholders, and
confirming that the transactions contemplated hereby are fair, from a financial
point of view, to the Company and the shareholders of the Company other than the
Preferred Stockholders.
(iii) all representations and warranties of the Company
contained in Section 2 shall be true in all material respects on and as of the
Closing Date with the same effect as though such representations and warranties
had been made on and as of the Closing Date (other than representations and
warranties that are dated as of a specified date earlier than the Closing Date,
which shall be certified to be true, correct and complete as of such earlier
date) the Company shall have performed all agreements on its part required to be
performed under this Letter Agreement on or prior to the Closing Date and
Preferred Stockholders shall have received a certificate signed by the chief
executive officer of the Company dated as of the Closing Date, certifying as to
the effect specified in this paragraph;
(iv) the Company shall have delivered to the Preferred
Stockholders such other documents, agreements, instruments, certificates and
evidence relating to the matters contemplated by this Letter Agreement as
Preferred Stockholders or its counsel shall reasonably require;
(v) since December 31, 1997, there shall have been no
material adverse change or development in the business, financial condition,
operating results, assets, operations, business prospects, cash flow, net worth
or any franchiser, customer, tenant, supplier or employee relationship of the
Company (each a "Material Adverse Effect");
(vi) the Company shall have delivered certificates
representing Conversion Shares to each of Preferred Shareholders;
(vii) all of the outstanding shares of Preferred Stock shall
have been tendered to the Company by Preferred Stockholders;
(viii) the Company shall have obtained the consents described in
Schedule 2.5 and each of the Preferred Stockholders shall have obtained the
consents discussed in Section 3.4;
-6-
<PAGE>
(ix) there shall not be any pending or threatened action or
proceeding (a) challenging this Agreement or the transactions contemplated
hereby or seeking monetary damages in connection therewith or (b) which, in the
reasonable judgement of any Preferred Stockholder, could be reasonably expected
to have a Material Adverse Effect on the Company; and
(x) the Company and each of the Preferred Stockholders shall
have executed and delivered an amendment to that certain Registration Rights
Agreement, dated as of October 1, 1994, by and among the Company and each of the
Preferred Stockholders (the "Registration Agreement") to clarify that (i)
Conversion Shares to be received by the Preferred Stockholders pursuant to the
transactions contemplated herein shall be subject to the registration rights
described in the Registration Agreement; and (ii) any and all securities that
the Preferred Stockholders may receive in exchange for or in respect of
Conversion Shares or thereafter shall be subject to the registration rights
described in the Registration Agreement; and
(xi) the Preferred Stockholders shall have received the
opinion of Milbank, Tweed, Hadley & McCloy, counsel for the Company, in form and
substance reasonably acceptable to the Preferred Stockholders.
(b) The obligations of the Company hereunder are subject to the
satisfaction prior to the issuance of the Common Stock of the following
conditions:
(i) all representations and warranties of each of the
Preferred Stockholders contained in Section 3 shall be true in all material
respects on and as of the Closing Date with the same effect as though such
representations and warranties had been made on and as of the Closing Date; each
of the Preferred Stockholders shall have performed all agreements on its part
required to be performed under this Agreement or any other Document on or prior
to the Closing Date; and the Company shall have received a certificate signed by
an officer, or other comparable representative, of each of the Preferred
Stockholders dated as of the Closing Date, certifying as to the effect specified
in this paragraph;
(ii) each of the Preferred Stockholders shall have delivered
to the Company original certificates representing all shares of Preferred Stock
that it owns beneficially and stock powers duly executed or endorsed in blank;
(iii) the Company shall have received a "fairness" opinion in
form and substance satisfactory to the trustees of the Company and the Preferred
Stockholders, from Duff & Phelps, LLC (or other recognized investment banking
firm) addressed to the trustees of the Company and confirming that the
transactions contemplated hereby are fair, from a financial point of view, to
the Company and the shareholders of the Company other than the Preferred
Stockholders and the Company shall have received a letter from Duff & Phelps,
LLC permitting the Company to deliver such fairness opinion to each of the
Preferred Stockholders;
(iv) the Company shall have obtained the consents described in
Section 2.4 and each of the Preferred Stockholders shall have obtained the
consents discussed in Section 3.4; and
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<PAGE>
(v) there shall not be pending or threatened any action or
proceeding challenging this Agreement or the transactions contemplated hereby or
seeking monetary damages in connection therewith.
Section 6 NOTICES
6.1 NOTICES.
(a) All communications under this Agreement shall be in writing and
shall be mailed by first class mail, postage prepaid:
(i) if to the Company, at
The Peregrine Real Estate Trust
1300 Ethan Way, Suite 200
Sacramento, California 95825
Attention: Mr. Roger Snell
with copy to:
Milbank, Tweed, Hadley & McCloy
601 South Figueroa Street
Los Angeles, California 90017
Attention: Eric H. Schunk, Esq.
(ii) if to TCW, at:
TCW Special Credits
c/o Oaktree Capital Management, LLC
333 South Grand Avenue, 28th Floor
Los Angeles, California 90071
Attention: Mr. D. Richard Masson
(iii) if to Prudential, at:
Prudential Insurance Company of America
Prudential Capital Group
4 Gateway Center 7th Floor
100 Mulberry Street
Newark, New Jersey 07102
Attention: Mr. Paul L. Meiring
(iv) if to Oaktree, at:
Oaktree Capital Management, LLC
333 South Grand Avenue, 28th Floor
Los Angeles, California 90071
Attention: Mr. D. Richard Masson
or at such other address as each such party may have furnished in writing to
each other party to this Letter Agreement and all other holders of Shares at the
time outstanding.
-8-
<PAGE>
(b) Any notice shall be deemed to have been duly given when delivered
by hand, if personally delivered, and if sent by mail, two business days after
being deposited in the mail, postage prepaid.
6.2 SURVIVAL. All warranties, representations and covenants made by
the parties herein or in any certificate or other instrument delivered by them
or on their behalf under this Letter Agreement shall survive for a period of one
year after the issuance of the Conversion Shares and the exchange of the
Preferred Stock, EXCEPT FOR the representations and warranties contained in
Sections 2.2, 2.3 and 3.2 which shall survive the issuance of the Conversion
Shares and the exchange of the Preferred Stock until expiration of the
applicable statutes of limitations. All statements in any such certificate or
other instrument so delivered shall constitute representations and warranties by
the Company hereunder.
6.3 INDEMNIFICATION. The Company shall indemnify each of the
Preferred Stockholders in respect of, and hold each of them harmless from and
against, any and all losses suffered, incurred or sustained by any of them or to
which any of them becomes subject, resulting from, arising out of or relating to
any breach of representation or warranty or nonfulfillment of or failure to
perform any covenant or agreement on the part of the Company contained in this
Letter Agreement.
6.4 SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided
herein, this Letter Agreement shall inure to the benefit of and be binding upon
the successors and assigns of each of the Preferred Stockholders, whether so
expressed or not. The Company may not assign its rights, nor to delegate its
duties, under this Letter Agreement.
6.5 AMENDMENT AND WAIVER, ETC. This Agreement may be amended, and
the observance of any term of this Letter Agreement may be waived, but only with
the written consent of each of the Preferred Stockholders. No supplement,
modification or waiver of this Agreement shall be binding unless executed in
writing by the Company and each of the Preferred Stockholders. No failure or
delay on the part of the Preferred Stockholders in exercising any right, power
or remedy hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power or remedy preclude any other or
further exercise thereof or the exercise of any other right, power or remedy.
No waiver of any of the provisions of this Letter Agreement shall be deemed to
be a waiver of any other provision hereof (whether or not similar), nor shall
such waiver constitute a continuing waiver unless otherwise expressly provided.
6.6 COUNTERPARTS. This Agreement may be executed in one or more
counterparts each of which shall be an original and all of which together shall
constitute one and the same instrument.
6.7 SEVERABILITY. In the event that any one or more of the
provisions contained in this Letter Agreement, or the application thereof in any
circumstance, is held invalid, illegal or unenforceable, the validity, legality
and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.
-9-
<PAGE>
6.8 SPECIFIC PERFORMANCE. The Company acknowledges that the
Preferred Stockholders have no adequate remedy at law for breaches by the
Company of its obligations hereunder, and accordingly the Company irrevocably
agrees that the Preferred Stockholders shall be entitled to the remedy of
specific performance and waives any right the Company may have to object to such
remedy.
6.9 EXPENSES. The Company will pay all costs and reasonable expenses
(including reasonable legal fees of one counsel to the Preferred Stockholders)
incurred by Preferred Stockholders including (a) costs and expenses relating to
the negotiation, execution and delivery of this Letter Agreement and any other
agreement, instrument, document, or certificate necessary to consummate the
transactions contemplated by this Letter Agreement and the issuance of
Conversion Shares, (b) transfer taxes, (c) costs and expenses relating to
printing the instruments evidencing the Conversion Shares, (d) costs and
expenses relating to any amendments, waivers or consents under this Letter
Agreement and (e) costs and expenses incident to the enforcement by Preferred
Stockholders of, or the protection or preservation of any right or remedy of any
Preferred Stockholder under, this Letter Agreement.
6.10 ENTIRE AGREEMENT. This Agreement, together with all Exhibits and
Schedules hereto, constitutes the entire agreement among the Company and
Preferred Stockholders pertaining to the subject matter hereof and supersedes
all prior agreements, understandings, negotiations and discussions, whether oral
or written, of the parties.
6.11 CHOICE OF LAW. This Letter Agreement shall be governed by, and
construed in accordance with, the laws of the State of California, without
giving effect to its principles of conflict of laws.
6.12 TERMINATION. This Letter Agreement shall terminate (a) at any
time prior to the Closing by mutual written agreement of the parties hereto or
(b) on or after December 31, 1998 by any of the Company or the Preferred
Stockholders if the Closing shall not have occurred on or prior to such date and
such failure to consummate is not caused by a breach by the terminating party.
If this Letter Agreement is validly terminated pursuant to clause (a) of the
first sentence of this Section 6.12, this Letter Agreement will forthwith become
null and void, and there will be no liability or obligation on the part of any
party hereto, except for the obligation of the Company to pay expenses pursuant
to Section 6.9. Upon termination of this Agreement pursuant to clause (b) of the
first sentence of this Section 6.12, the breaching party, if any, whose breach
has caused such termination will remain liable to the non-breaching party for
any breach of this Letter Agreement existing at the time of such termination,
and the non-breaching party may use such remedies, including damages and fees of
attorneys, against such breaching party with respect to such breach as are
provided for in this Letter Agreement or are otherwise available in law or
equity.
6.13 SHAREHOLDER LIABILITY. Each of the parties hereto agrees
that the shareholders of the Company are not personally liable for any written
contracts or agreements entered into by the Company and shall not be personally
liable for any obligation of the Company under this Agreement.
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<PAGE>
If the foregoing is in accordance with your understanding of our
agreement, please so indicate by having an authorized representative sign this
Letter Agreement in the appropriate space provided below and return to us this
Letter Agreement on or prior to November 15, 1998, whereupon this Letter
Agreement and your acceptance shall represent a binding agreement between you
and the Company with respect to the matters set forth herein.
THE PEREGRINE REAL ESTATE TRUST
By: /s/ Roger Snell
----------------------------------------
Name: Roger Snell
Title: President
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<PAGE>
IN WITNESS WHEREOF, the parties have caused this Letter Agreement to
be duly executed and delivered as of the day and year first written above.
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By: /s/ Gary D. Trabka
----------------------------------------
Name:
Title:
GATEWAY RECOVERY TRUST
By: The Prudential Insurance Company of
America, its Asset Manager
By: /s/ Gary D. Trabka
-----------------------------------
Name:
Title
TCW SPECIAL CREDITS FUND IV
By: TCW Special Credits,
Its: General Partner
By: TCW Asset Management Company,
Its: Managing General Partner
By: /s/ Bruce A. Karsh
-----------------------------------
Name: Bruce A. Karsh
Title: Authorized Signatory
By: /s/ Richard Masson
-----------------------------------
Name: Richard Masson
Title: Authorized Signatory
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<PAGE>
TCW SPECIAL CREDITS PLUS FUND
By: TCW Special Credits,
Its: General Partner
By: TCW Asset Management Company,
Its: Managing General Partner
By: /s/ Bruce A. Karsh
-----------------------------------
Name: Bruce A. Karsh
Title: Authorized Signatory
By: /s/ BRUCE A. KARSH
Name: Bruce A. Karsh
Title: Authorized Signatory
TCW SPECIAL CREDITS TRUST IV
By: Trust Company of the West, Trustee
By: /s/ Bruce A. Karsh
-----------------------------------
Name: Bruce A. Karsh
Title: Authorized Signatory
By: /s/ Richard Masson
-----------------------------------
Name: Richard Masson
Title: Authorized Signatory
TCW SPECIAL CREDITS TRUST IVA
By: Trust Company of the West, Trustee
By: /s/ Bruce A. Karsh
-----------------------------------
Name: Bruce A. Karsh
Title: Authorized Signatory
By: /s/ Richard Masson
-----------------------------------
Name: Richard Masson
Title: Authorized Signatory
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<PAGE>
OCM REAL ESTATE OPPORTUNITIES FUND A, L.P.
By: Oaktree Capital Management, LLC
Its: General Partner
By: /s/ Bruce A. Karsh
-----------------------------------
Name: Bruce A. Karsh
Title: President
By: /s/ Richard Masson
-----------------------------------
Name: Richard Masson
Title: Principal
OCM REAL ESTATE OPPORTUNITIES FUND B, L.P.
By: Oaktree Capital Management, LLC
Its: General Partner
By: /s/ Bruce A. Karsh
-----------------------------------
Name: Bruce A. Karsh
Title: President
By: /s/ Richard Masson
-----------------------------------
Name: Richard Masson
Title: Principal
WEYERHAEUSER REAL ESTATE OPPORTUNITIES
SEPARATE ACCOUNT
By: Oaktree Capital Management, LLC
Its: Investment Manager
By: /s/ Bruce A. Karsh
-----------------------------------
Name: Bruce A. Karsh
Title: President
By: /s/ Richard Masson
-----------------------------------
Name: Richard Masson
Title: Principal
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<PAGE>
WEYERHAEUSER COMPANY MASTER RETIREMENT
TRUST
By: TCW Special Credits,
Its: Investment Manager
By: TCW Asset Management Company
Its: Managing General Partner
By: /s/ Bruce A. Karsh
-----------------------------------
Name: Bruce A. Karsh
Title: Authorized Signatory
By: /s/ Richard Masson
-----------------------------------
Name: Richard Masson
Title: Authorized Signatory
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<PAGE>
SCHEDULE 2.5
CONSENTS
1. Prior written consent and waiver from Fleet Capital Corporation pursuant to
Section 10.1.12 of the Loan and Security Agreement, dated as of December 4,
1997, between the Peregrine Real Estate Trust and Fleet Capital
Corporation.
2. Prior written consent and waiver from Holiday Inns Franchising, Inc. and
Holiday Hospitality Franchising, Inc. relating to the Holiday
Inn-Registered Trademark- Change of Ownership License Agreement dated
July 20, 1993 relating to location number 1608, the Holiday Inn-Registered
Trademark- Hotel License Renewal Agreement dated January 23, 1998 relating
to location number 4203 and the Holiday Inn-Registered Trademark- Hotel
License Renewal Agreement dated December 18, 1997 relating to location
number 5053.
3. Prior written consent and waiver from the Noteholders and The Prudential
Insurance Company of America as Agent for Noteholders relating to the
Second Amended and Restated Note Agreement.
<PAGE>
SCHEDULE 3.2
<TABLE>
<CAPTION>
BENEFICIAL OWNER NOMINEE NAME PREFERRED
---------------- ------------ ---------
SHARES
------
<S> <C> <C>
GATEWAY RECOVERY TRUST GATEWAY RECOVERY TRUST 3,102,816
THE PRUDENTIAL INSURANCE THE PRUDENTIAL INSURANCE 1,361,667
COMPANY OF AMERICA COMPANY OF AMERICA
WEYERHAEUSER COMPANY MASTER SALKELD & CO. 644,894
RETIREMENT TRUST
TCW SPECIAL CREDITS FUND IV SALKELD & CO. 2,077,992
TCW SPECIAL CREDITS PLUS FUND SALKELD & CO. 2,221,304
TCW SPECIAL CREDITS TRUST IV SALKELD & CO. 1,791,375
TCW SPECIAL CREDITS TRUST IVA SALKELD & CO. 429,931
WEYERHAEUSER REAL ESTATE HARE & CO. 513,416
OPPORTUNITIES
OCM REAL ESTATE OPPORTUNITIES HARE & CO. 1,694,273
FUND A, L.P.
OCM REAL ESTATE OPPORTUNITIES HARE & CO. 2,926,467
FUND B, L.P.
TOTAL PREFERRED SHARES: 16,764,135
</TABLE>
<PAGE>
SCHEDULE 3.4
CONSENTS
NONE
