<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON SEPTEMBER 28, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
THE PEREGRINE REAL ESTATE TRUST
(Name of Issuer)
THE PEREGRINE REAL ESTATE TRUST
WINSHIP PROPERTIES
TCW SPECIAL CREDITS FUND IV
TCW SPECIAL CREDITS PLUS FUND
TCW SPECIAL CREDITS TRUST IV
TCW SPECIAL CREDITS TRUST IVA
TRUST COMPANY OF THE WEST
TCW ASSET MANAGEMENT COMPANY
TCW SPECIAL CREDITS
OCM REAL ESTATE OPPORTUNITIES FUND A, L.P.
OCM REAL ESTATE OPPORTUNITIES FUND B, L.P.
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
GATEWAY RECOVERY TRUST
(Name of Person(s) Filing Statement)
Common Stock, $.01 Par Value per Share
(Title of Class of Securities)
45631G-10-6
(CUSIP Number of Class of Securities)
Roger Snell
The Peregrine Real Estate Trust
1300 Ethan Way
Suite 200
Sacramento, California 95825
(916) 929-8244
With a copy to:
Deborah Baumgart
Milbank, Tweed, Hadley & McCloy LLP
<PAGE>
601 So. Figueroa Street
30th Floor
Los Angeles, California 90017
(213) 892-4000
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the
Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or
information statement referred to in checking box (a) are preliminary copies:[X]
CALCULATION OF FILING FEE
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Transaction Valuation* Amount of Filing Fee
---------------------- --------------------
<S> <C>
$1,368,780 $273.75
</TABLE>
* Determined by multiplying 2,319,915 (the number of outstanding shares of
the Common Stock of the Peregrine Real Estate Trust not owned by Oaktree,
TCW, Prudential or their Affiliates) by $0.59 per share and adding the
aggregate amount anticipated to be paid to certain persons holding options to
purchase shares of the Common Stock of the Peregrine Real Estate Trust in
consideration of the cancellation of such options.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $273.75
Form or Registration Number: Schedule 14C
Filing Party: The Peregrine Real Estate Trust
Winship Properties
TCW Special Credits Fund IV
TCW Special Credits Plus Fund
TCW Special Credits Trust IV
TCW Special Credits Trust IVA
Trust Company of the West
TCW Asset Management Company
TCW Special Credits
OCM Real Estate Opportunities Fund A, L.P.
OCM Real Estate Opportunities Fund B, L.P.
The Prudential Insurance Company of America
Gateway Recovery Trust
Date Filed: September 28, 2000
This Rule 13e-3 Transaction Statement (this "Statement") is
being filed concurrently with the filing of a preliminary information statement
pursuant to
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Regulation 14C under the Securities Exchange Act of 1934 (the "Information
Statement"). The underlying Rule 13e-3 transaction relates to an Agreement
and Plan of Merger, dated as of September 26, 2000 (the "Merger Agreement"),
by and between The Peregrine Real Estate Trust, a California real estate
investment trust (the "Trust" or "Peregrine"), and The Winship Real Estate
Trust, a California real estate investment trust ("New Winship"). The Merger
Agreement provides for the merger (the "Merger") of the Trust with and into
New WinShip, with New WinShip as the trust surviving the Merger. New WinShip
was formed by TCW Special Credits Fund IV, TCW Special Credits 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"), and 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 Gryphon Domestic VII
LLC's separate account (collectively, "Oaktree"), in connection with the
Merger.
Oaktree, TCW and The Prudential Insurance Company of
America and Gateway Recovery Trust (collectively, "Prudential" and together
with Oaktree and TCW, the "Majority Shareholders") currently beneficially own
approximately 89.7% of the outstanding shares of common stock, par value
$0.01 per share, of Peregrine, representing approximately 89.7% of the voting
power of the shareholders of Peregrine. It is contemplated that the Majority
Shareholders will contribute all of the Peregrine common shares owned by them
to New WinShip prior to the consummation of the Merger. Oaktree and TCW have
proposed, and Prudential has agreed to vote for, the Merger in order to
purchase all of the Peregrine common shares that are not held by New WinShip
or the Majority Shareholders (the "Nonaffiliated Shares").
The Merger will cause New WinShip, as successor by merger
to Peregrine, to be privately owned, which TCW and Oaktree believe will
advance Peregrine's long-term strategy and will be beneficial from a cost
standpoint as well as from the standpoint of employee relations. TCW and
Oaktree sought to structure the transaction as a Merger because it would most
efficiently accomplish the objectives of the Majority Shareholders to acquire
the Nonaffiliated Shares. Upon the consummation of the Merger, there will be
no public market for Peregrine's common shares and holders of the
Nonaffiliated Shares will receive $0.59 per share in cash. In addition,
registration of Peregrine's common shares will be terminated and Peregrine
will no longer be required to file periodic reports with the Securities and
Exchange Commission.
This Schedule 13E-3 is being jointly filed by (i) Peregrine
(the issuer of the class of equity securities that is the subject of the
transaction); (ii) New WinShip, (iii) TCW Special Credits Fund IV ("Fund
IV"); (iv) TCW Special Credits Plus Fund (the "Plus Fund" and together with
Fund IV the "Special Credits Limited Partnerships"); (v) TCW Special Credits
Trust IV ("Trust IV"); (vi) TCW Special Credits Trust IVA ("Trust IVA" and
together with Trust IV the "Special Credits Trusts"); (vii) Trust Company of
the West ("TCW"), a California corporation and wholly-owned subsidiary of TCW
Group Inc., a Nevada corporation ("TCWG"); (viii) TCW Asset Management
Company, a California corporation and wholly-owned subsidiary of TCWG
("TAMCO"); (ix) TCW Special Credits, a California general
3
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partnership of which TAMCO is the managing general partner ("Special Credits");
(x) OCM Real Estate Opportunities Fund A, L.P., a Delaware limited
partnership; (xi) OCM Real Estate Opportunities Fund B, L.P., a Delaware
limited partnership; (xii) The Prudential Insurance Company of
America; and (xiii) Gateway Recovery Trust.
Concurrently with the filing of this Schedule 13E-3, the
Company is filing with the Securities and Exchange Commission an information
statement (the "Information Statement") under Regulation 14C of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). A copy of
the Information Statement is attached hereto as Exhibit (a)(1) and a copy of
the Merger Agreement is attached as Exhibit A to the Information Statement.
All references in this Schedule 13E-3 to Items numbered 1001 through 1016 are
references to Items contained in Regulation M-A under the Exchange Act.
The information contained in the Information Statement,
including all annexes thereto, is hereby expressly incorporated herein by
reference. As of the date hereof, the Information Statement is in preliminary
form and is subject to completion or amendment. Capitalized terms used but not
defined in this Schedule 13E-3 shall have the meanings given to them in the
Information Statement.
The information contained in this Schedule 13E-3 and/or
Information Statement concerning Peregrine was supplied by Peregrine and none of
the other filing persons takes responsibility for the accuracy of such
information. Similarly, the information contained in this Schedule 13E-3 and/or
the Information Statement concerning each filing person other than Peregrine was
supplied by each such filing person and no other filing person, including
Peregrine, takes responsibility for the accuracy of any information not supplied
by such filing person.
ITEM 1. SUMMARY TERM SHEET.
The information contained in the sections entitled "QUESTIONS AND ANSWERS ABOUT
THE MERGER" in the Information Statement is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION
(a) Name and Address. The information
contained in the section entitled
"SUMMARY--The Parties" in the Information
Statement is incorporated herein by
reference.
(b) Securities. The information contained in
the section entitled "SPECIAL FACTORS
REGARDING THE MERGER--Required Vote For
Merger; Written Consent In Lieu Of
Meeting" in the Information Statement is
incorporated herein by reference.
(c) Trading Market and Price. The information
contained in the section entitled
"SUMMARY--Market" in the
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Information Statement is incorporated
herein by reference.
(d) Dividends. The information contained in
the section entitled "SUMMARY--Cash
Dividends" in the Information Statement is
incorporated herein by reference.
(e) Prior Public Offerings. None.
(f) Prior Stock Purchases. The information
contained in the section entitled "COMMON
SHARES PURCHASE INFORMATION" in the
Information Statement is incorporated
herein by reference.
ITEM 3. IDENTITY AND BACKGROUND
(a),(c) Name and Address; Business and Background
of Natural Persons. The information
contained in the sections entitled
"SUMMARY--The Parties," "CERTAIN
INFORMATION REGARDING PEREGRINE," "CERTAIN
INFORMATION REGARDING NEW WINSHIP,"
"CERTAIN INFORMATION REGARDING THE
MAJORITY SHAREHOLDERS," "SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT" and "TRUSTEES AND EXECUTIVE
OFFICERS OF PEREGRINE" in the Information
Statement is incorporated herein by
reference. During the last five years, to
the best knowledge of Peregrine, none of
Peregrine's current directors or executive
officers has been convicted in a criminal
proceeding (excluding traffic violations
or similar misdemeanors) or has been a
party to a civil proceeding of a judicial
or administrative body of competent
jurisdiction and as a result of such
proceeding was or is subject to a
judgment, decree or final order enjoining
further violations of, or prohibiting
activities subject to, federal or state
securities laws or finding any violation
of such laws. All current Peregrine
directors and executive officers are U.S.
citizens. Peregrine, one of the filing
persons, is also the subject company.
(b) Business and Background of Entities. The
information contained in the sections
entitled "SUMMARY--The Parties" and
"CERTAIN INFORMATION REGARDING THE
MAJORITY SHAREHOLDERS" in the Information
Statement is incorporated herein by
reference.
ITEM 4 TERMS OF THE TRANSACTION.
(a)(1) Tender Offers. Not applicable.
(a)(2)(i) Transaction Description. The information
contained in the sections entitled
"QUESTIONS AND ANSWERS ABOUT
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THE MERGER," "SUMMARY," and "THE MERGER
AGREEMENT" in the Information Statement is
incorporated herein by reference.
(a)(2)(ii) Consideration. The information contained
in the sections entitled "QUESTIONS AND
ANSWERS ABOUT THE MERGER,"
"SUMMARY--Purpose, Background and Effect
of Merger," and "THE MERGER
AGREEMENT--Consideration to be Paid in the
Merger" in the Information Statement is
incorporated herein by reference.
(a)(2)(iii) Reasons for Transaction. The information
contained in the sections entitled
"SPECIAL FACTORS--Background of the
Merger" and "--The Majority Shareholders'
Purpose and Reasons for the Merger" in the
Information Statement is incorporated
herein by reference.
(a)(2)(iv) Vote Required for Approval. The
information contained in the section
entitled "SPECIAL FACTORS REGARDING THE
MERGER--Required Vote for the Merger;
Written Consent in Lieu of Meeting" in the
Information Statement is incorporated
herein by reference.
(a)(2)(v) Differences in the Rights of Security
Holders. The information contained in the
section entitled "SPECIAL FACTORS
REGARDING THE MERGER--Interests of Certain
Persons in the Merger" in the Information
Statement is incorporated herein by
reference.
(a)(2)(vi) Accounting Treatment. The information
contained in the section entitled "SPECIAL
FACTORS REGARDING THE MERGER--Accounting
Treatment" in the Information Statement is
incorporated herein by reference.
(a)(2)(vii) Income Tax Consequences. The information
contained in the section entitled "SPECIAL
FACTORS REGARDING THE MERGER--Material
Federal Income Tax Consequences" in the
Information Statement is incorporated
herein by reference.
(c) Different Terms. The information contained
in the section entitled "SPECIAL FACTORS
REGARDING THE MERGER--Additional Interests
of Certain Persons in the Merger" in the
Information Statement is incorporated
herein by reference.
(d) Appraisal Rights. The information
contained in the section entitled "NO
DISSENTERS' RIGHTS" in the Information
Statement is incorporated herein by
reference.
(e) Provisions For Unaffiliated Security
Holders. Peregrine has made no provisions
in connection with the Merger to
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grant unaffiliated security holders access
to the corporate files of Peregrine or to
obtain counsel or appraisal services at
the expense of Peregrine.
(f) Eligibility for Listing or Trading. Not
applicable.
ITEM 5 PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS
AND AGREEMENTS
(a) Transactions. None.
(b), (c) Significant Corporate Events; Negotiations
or Contacts. The information contained in
the sections entitled "SPECIAL FACTORS
REGARDING THE MERGER--Background of the
Merger" and "CERTAIN TRANSACTIONS" in the
Information Statement is incorporated
herein by reference.
(e) Agreements Involving the Subject Company's
Securities. The information contained in
the sections entitled "SPECIAL FACTORS
REGARDING THE MERGER--Background of the
Merger," "CERTAIN TRANSACTIONS" and
"--Interests of Certain Persons in the
Merger" in the Information Statement is
incorporated herein by reference.
ITEM 6 PURPOSES OF THE TRANSACTION AND PLANS OR
PROPOSALS.
(b) Use of Securities Acquired. The
information contained in the sections
entitled "SUMMARY" and "SPECIAL FACTORS
REGARDING THE MERGER--Certain Effects of
the Merger" in the Information Statement
is incorporated herein by reference.
(c) Plans. The information contained in the
sections entitled "SUMMARY" and "SPECIAL
FACTORS REGARDING THE MERGER--Background
of the Merger" and "CERTAIN RELATIONSHIPS"
in the Information Statement is
incorporated herein by reference.
ITEM 7 PURPOSES, ALTERNATIVES, REASONS AND
EFFECTS
(a), (c) Purposes; Reasons. The information
contained in the sections entitled
"QUESTIONS AND ANSWERS ABOUT THE MERGER,"
"SPECIAL FACTORS REGARDING THE
MERGER--Background of the Merger," "--The
Majority Shareholders' Purpose and Reasons
for the Merger," "--Certain Effects of the
Merger" and "--Financing of the Merger" in
the Information Statement is incorporated
herein by reference.
7
<PAGE>
(b) Alternatives. The information contained in
the section entitled "SPECIAL FACTORS
REGARDING THE MERGER--Background of the
Merger" in the Information Statement is
incorporated herein by reference.
(d) Effects. The information contained in the
sections entitled "QUESTIONS AND ANSWERS
ABOUT THE MERGER," "SUMMARY," "SPECIAL
FACTORS REGARDING THE MERGER--The Majority
Shareholders' Purpose and Reasons for the
Merger," "--Interests of Certain Persons
in the Merger," "--Financing of the
Merger," "--Estimated Fees and Expenses,"
"--Material Federal Income Tax
Consequences," "--Certain Effects of the
Merger" and "THE MERGER AGREEMENT" in the
Information Statement is incorporated
herein by reference.
ITEM 8 FAIRNESS OF THE TRANSACTION.
(a), (b) Fairness; Factors Considered in
Determining Fairness. The information
contained in the sections entitled
"QUESTIONS AND ANSWERS ABOUT THE MERGER,"
"SUMMARY," "SPECIAL FACTORS REGARDING THE
MERGER--Background of the Merger," "--The
Majority Shareholders' Purpose and Reasons
for the Merger" and "--Opinion of
Financial Adviser" in the Information
Statement and Appendix B"--Opinion of Duff
& Phelps, LLC" is incorporated herein by
reference.
(c) Approval of Security Holders. The
information contained in the sections
entitled "SPECIAL FACTORS REGARDING THE
MERGER--The Majority Shareholders' Purpose
and Reasons for the Merger," and "THE
SPECIAL MEETING--Required Vote for the
Merger; Written Consent in Lieu of
Meeting" in the Information Statement is
incorporated herein by reference.
(d) Unaffiliated Representative. The
information contained in the section
entitled "SPECIAL FACTORS REGARDING THE
MERGER--Background of the Merger" in the
Information Statement is incorporated
herein by reference.
(e) Approval of Directors. The information
contained in the section entitled "SPECIAL
FACTORS REGARDING THE MERGER--Background
of the Merger" in the Information
Statement is incorporated herein by
reference.
(f) Other Offers. The information contained in
the sections entitled "SPECIAL FACTORS
REGARDING THE
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MERGER--Background of the Merger" and
"--The Majority Shareholders' Purpose and
Reasons for the Merger" in the Information
Statement is incorporated herein by
reference.
ITEM 9 REPORTS, OPINIONS, APPRAISALS AND
NEGOTIATIONS.
(a)-(c) Report, Opinion, or Appraisal; Preparer
and Summary of the report; Availability of
Documents. The information contained in
the sections entitled "SPECIAL FACTORS
REGARDING THE MERGER--Background of the
Merger," "--The Majority Shareholders'
Purpose and Reasons for the Merger,"
"--Opinion of Financial Adviser," and
"WHERE YOU CAN FIND MORE INFORMATION" in
the Information Statement and Appendix B
"--Opinion of Duff & Phelps, LLC" is
incorporated herein by reference.
ITEM 10 SOURCE AND AMOUNTS OF FUNDS OR OTHER
CONSIDERATION.
(a), (b), (d) Source of Funds; Conditions; Borrowed
Funds. The information contained in the
section entitled "SPECIAL FACTORS
REGARDING THE MERGER--Financing of the
Merger" in the Information Statement is
incorporated herein by reference.
(c) Expenses. The information contained in the
section entitled "ESTIMATED FEES AND
EXPENSES OF THE MERGER" in the Information
Statement is incorporated herein by
reference.
ITEM 11 INTEREST IN SECURITIES OF THE SUBJECT
COMPANY
(a) Securities Ownership. The information
contained in the section entitled
"SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT" in the Information
Statement is incorporated herein by
reference.
(b) Securities Transactions. None
ITEM 12 THE SOLICITATION OR RECOMMENDATION.
(d) Intent to Tender or Vote in a
Going-Private Transaction. The information
contained in the sections entitled
"SUMMARY" and "SPECIAL FACTORS REGARDING
THE MERGER--Required Vote for Merger;
Written Consent in Lieu of Meeting" in the
Information Statement is incorporated
herein by reference.
(e) Recommendations to Others. None.
9
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ITEM 13 FINANCIAL STATEMENTS.
(a) Financial Information. The information
contained in the section entitled
"SELECTED FINANCIAL DATA" in the
Information Statement is incorporated
herein by reference.
(B) Pro Forma Information. The information
contained in the section entitled
"SELECTED FINANCIAL DATA" in the
Information Statement is incorporated
herein by reference.
ITEM 14 PERSONS/ASSETS, RETAINED, EMPLOYED,
COMPENSATED OR USED.
(a), (b) Solicitations or Recommendations;
Employees and Corporate Assets. The
information contained in the sections
entitled "QUESTIONS AND ANSWERS ABOUT THE
MERGER," "SUMMARY," "SPECIAL FACTORS
REGARDING THE MERGER--Background of the
Merger" and "--Estimated Fees and Expenses
of the Merger" in the Information
Statement is incorporated herein by
reference.
ITEM 15 ADDITIONAL INFORMATION
(b) Other Material Information. None.
ITEM 16 EXHIBITS
(a) Preliminary information statement on
Schedule 14C filed with the Securities
and Exchange Commission on September
28, 2000 (incorporated herein by
reference to the Information Statement).
(c) Opinion of Duff & Phelps, LLC dated
September 1, 2000 (incorporated herein by
reference to Appendix B to the Information
Statement).
(d) Agreement and Plan of Merger, dated as
of September 26, 2000 (incorporated
herein by reference to Appendix A to
the Information Statement.
(d) Shareholders' Agreement, dated as of
May 26, 2000 by and between The
Prudential Insurance Company of
America, Gateway Recovery Trust, TCW
Special Credits Fund IV, TCW Special
Credit Plus Fund, TCW Special Credits
Trust IV, TCW Special Credits Trust
IVA, TCW Special Credits, as investment
manager of the Weyerhaeuser Company
Master Retirement Trust Separate
Account, 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 Gryphon Domestic VII, LLC
Separate Account.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION
This Schedule 13E-3 includes and incorporates by reference
statements that are not historical facts. These forward-looking statements are
based on our current estimates and assumptions and, as such, involve uncertainty
and risk. Forward-looking statements include the information concerning our
possible or assumed future results of operations and also include those preceded
or followed by the words "anticipates," "believes," "estimates," "expects,"
"should," "could," "targets" and "may" or similar expressions. For each of these
statements, we claim the protection of the safe harbor for forward-looking
statements contained the Private Securities Litigation Reform Act of
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1995. The forward-looking statements are not guarantees of future performance,
and actual results may differ materially from those contemplated by such
forward-looking statements.
Except to the extent required under the federal securities
laws, we do not intend to update or revise the forward-looking statements to
reflect circumstances arising after the date of the preparation of the
forward-looking statements.
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SIGNATURE
After due inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated as of the 27th of September 2000
THE PEREGRINE REAL ESTATE TRUST
By: /s/ Roger D. Snell
---------------------------------------------
Title: President and CEO
WINSHIP PROPERTIES
By: /s/ Roger D. Snell
---------------------------------------------
President
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
12
<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
13
<PAGE>
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.
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By: /s/ Gwendolyn S. Foster
---------------------------------------------
Name: Gwendolyn S. Foster
Title: Vice President
GATEWAY RECOVERY TRUST
By: The Prudential Insurance Company of America,
its Asset Manager
By: /s/ Gwendolyn S. Foster
---------------------------------------------
Name: Gwendolyn S. Foster
Title: Vice President
14
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
Exhibit 99.1* Preliminary information statement on Schedule 14C filed with
the Securities and Exchange Commission on September 28, 2000
(incorporated herein by reference to the Information
Statement),
Exhibit 99.2* Opinion of Duff & Phelps, LLC dated September 1, 2000
(incorporated herein by reference to Appendix B to the
Information Statement),
Exhibit 99.3* Agreement and Plan of Merger, dated as of September 26, 2000
(incorporated herein by reference to Appendix A to the
Information Statement),
Exhibit 99.4 Shareholders' Agreement, dated as of May 26, 2000 by and
between TCW Special Credits Fund IV, TCW Special Credit Plus
Fund, TCW Special Credits Trust IV, TCW Special Credits Trust
IVA, TCW Special Credits, as investment manager of the
Weyerhaeuser Company Master Retirement Trust Separate
Account, 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 Gryphon Domestic
VII, LLC Separate Account.
* Incorporated by reference to the Information Statement.
15
