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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. 3)(1)
THE PEREGRINE REAL ESTATE TRUST
(Name of Issuer)
COMMON SHARES OF BENEFICIAL INTEREST
(Title of Class of Securities)
713662013
(CUSIP Number)
James Evert
Assistant General Counsel
The Prudential Insurance Company of America
Four Embarcadero Center, Suite 2700
San Francisco, California 94111
December 29, 2000
(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 12 Pages)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required 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).
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CUSIP NO. 713662013 13D Page 1 of 2 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW JERSEY
7 SOLE VOTING POWER
5,387,989
NUMBER OF SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING PERSON WITH 0
9 SOLE DISPOSITIVE POWER
5,387,989
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
5,387,989
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9%
14 TYPE OF REPORTING PERSON*
BD, IC, IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP NO. 713662013 13D Page 2 of 2 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GATEWAY RECOVERY TRUST
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
3,744,653
NUMBER OF SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING PERSON WITH 0
9 SOLE DISPOSITIVE POWER
3,744,653
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,744,653
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
14 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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ITEM 1. SECURITY AND ISSUER.
The equity securities to which this Statement on Schedule 13D relates
are the Common Shares of Beneficial Interest (the "Common Shares") of The
Peregrine Real Estate Trust, a California real estate investment trust, 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 Prudential Insurance Company of America, a New Jersey
corporation ("Prudential").
(2) The Gateway Recovery Trust, a Delaware Business Trust
("Gateway").
Prudential is a New Jersey corporation. Prudential is an insurance
and financial services company. The address of Prudential is Prudential
Plaza, 751 Broad Street, Newark, New Jersey 07102-3777.
Gateway is a Delaware business trust which owns debt and equity
securities. Prudential is the asset manager and principal beneficiary of
Gateway. The address of Gateway is Four Gateway Center, 9th Floor, Newark, New
Jersey 07102.
(a)-(c) & (f)
(i) The executive officers of Prudential are listed below. The
principal business address for each executive officer is Prudential Plaza, 751
Broad Street, Newark, New Jersey 07102-3777. Each executive officer is a citizen
of the United States of America unless otherwise specified below:
EXECUTIVE OFFICERS
Arthur F. Ryan Chairman of the Board, Chief
Executive Officer and
President
Vivian L. Banta Executive Vice President,
Individual Financial Services
Michele S. Darling Executive Vice President,
Corporate Governance and
Human Resources
(Canadian Citizen)
Robert C. Golden Executive Vice President,
Operations & Systems
Mark B. Grier Executive Vice President,
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Financial Management
Jean D. Hamilton Executive Vice President,
Institutional
Rodger A. Lawson Executive Vice President,
International Investment and
Global Marketing Communications
Kiyofumi Sakaguchi Executive Vice President,
International Insurance
John R. Strangfeld, Jr. Executive Vice President,
Global Asset Management
Richard J. Carbone Senior Vice President and Chief
Financial Officer
John M. Liftin Senior Vice President and
General Counsel
Schedule I attached hereto and incorporated herein sets forth with
respect to each director of Prudential 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.
Prudential is the asset manager of Gateway and, as such, has discretion
to make substantially all decisions with respect to the debt and equity
securities owned by Gateway. In addition, Prudential is the principal
beneficiary of Gateway. Prudential's executive officers and directors are as set
forth elsewhere herein. The sole trustee of Gateway is Chase Manhattan Bank
Delaware. The address of Chase Manhattan Bank Delaware is 1201 Market Street,
Wilmington, Delaware 19801.
(d)-(e)
During the last five years, neither Prudential, Gateway nor, to the
best of their knowledge, any of their respective executive officers, trustees or
directors (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors); or (ii) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION.
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On September 1, 2000, a special committee of the board of trustees
approved a merger of the Issuer with and into an entity that will be
wholly-owned by Prudential and Gateway (collectively, the "Prudential
Entities"), each of Oaktree Capital Management, LLC as investment manager of
Gryphon Domestic VII, LLC Separate Account ("Oaktree"), OCM Real Estate
Opportunities Fund A, L.P. ("Real Estate Fund A") and OCM Real Estate
Opportunities Fund B, L.P. (together with Oaktree and Real Estate Fund A, the
"Oaktree Entities"), TCW Special Credits Fund IV ("Fund IV"), TCW Special
Credit Plus Fund ("Plus Fund"), TCW Special Credits Trust IV ("Trust IV"),
TCW Special Credits Trust IVA ("Trust IVA") and TCW Special Credits, as
investment manager of the Weyerhaeuser Company Master Retirement Trust
Separate Account and (together with Fund IV, Plus Fund, Trust IV and Trust
IVA, the "TCW Related Entities"). Each such party had previously executed a
shareholders agreement (the "Shareholders Agreement") agreeing to contribute
the shares of beneficial interest of the Issuer held by such entity to a
newly-formed entity that will be wholly-owned by the Oaktree Entities, the
TCW Related Entities and the Prudential Entities ("Newco") and to vote in
favor of a merger (the "Merger") between the Issuer and Newco pursuant to
which each holder of Common Shares other than Newco will receive cash
consideration and following which the Issuer will be eligible for termination
of registration pursuant to Section 12(g)(4) of the Exchange Act of 1934, as
amended. Following the contribution of shares of beneficial interest of the
Issuer by the Prudential Entities, the Oaktree Entities and the TCW Entities,
the Prudential Entities will own approximately 27% of the shares of
beneficial interest of Newco. Pursuant to such agreement, on December 20,
2000, the Prudential Entities, the Oaktree Entities and the TCW Related
Entities executed a written consent approving the Merger. As a result of the
Merger, each shareholder of the Issuer other than Newco will receive cash
consideration in an amount equal to $.59 per share.
The filing of this statement should not be construed as an admission
that the Prudential Entities are, for purposes of Section 13, a member of a
group or the beneficial owner of shares held by any person other than the
Prudential Entities, and the Prudential Entities expressly disclaim being
members of a group with the Oaktree Entities and/or the TCW Related Entities.
The Prudential 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, the Prudential Entities may, from
time to time, retain or sell all or a portion of its holdings of the Common
Shares in the open market or in privately negotiated transactions and such open
market and privately negotiated purchases or sales may be made at any time
without further prior notice. Any actions that the Prudential 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.
The Prudential 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
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Prudential Entities to pursue in cooperation with the Issuer and/or other
creditors and shareholders of the Issuer one or more restructuring options.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Prudential directly holds 1,643,336 shares of the Issuer's Common
Shares in a separate account and may be deemed to beneficially own an additional
3,744,653 shares of the Issuer's Common Shares owned by Gateway, for a total of
5,387,989 Common Shares or approximately 23.9% of the Issuer's outstanding
Common Shares.
Gateway beneficially owns 3,744,653 of the Issuer's Common Shares or
approximately 16.6% of the Issuer's outstanding Common Shares.
(b) Prudential has the sole power to vote and dispose, or direct the
disposition, of 5,387,989 of the Issuer's Common Shares, including the sole
power to direct the voting and disposition of Gateway's Common Shares in its
capacity as asset manager and principal beneficiary of Gateway.
(c) Not applicable.
Except as discussed above, neither Prudential, Gateway nor, to the best
of their knowledge, any of their respective officers, trustees or directors have
effected any other transactions involving the Issuer's Common Shares during the
last 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
On May 26, 2000, the Prudential Entities sold to OCM Real Estate
Opportunities Fund II, L.P. $4,281,162.80 in aggregate principal amount of 8.5%
Senior Secured Notes due October 1, 2000 issued by the Issuer. In connection
with such sale, each of the Oaktree Entities, the TCW Related Entities and the
Prudential Entities executed a Shareholders' Agreement pursuant to which each
such party agreed to contribute the shares of beneficial interest of the Issuer
held by such entity to a newly-formed entity that will be wholly-owned by the
Oaktree Entities, the TCW Related Entities and the Prudential Entities and to
vote in favor of a merger between the Issuer and Newco pursuant to which each
holder of Common Shares other than Newco will receive cash consideration and
following which the Issuer will be eligible for termination of registration
pursuant to Section 12(g)(4) of the Exchange Act of 1934, as amended. The
initial term of such agreement to contribute Common Shares of the Issuer to
Newco and vote in favor of the merger continues until December 31, 2000, and
such agreement will continue for successive six month terms unless terminated
not less than one month prior to the expiration of the initial term or the
applicable successive term.
The Oaktree Entities, the TCW Related Entities and the Prudential
Entities agreed in the Shareholders' Agreement that if the Oaktree Entities and
TCW Related Entities elect to transfer a number of Common Shares equal to 75% or
more of the aggregate number of Common Shares held by the Oaktree Entities and
TCW Related Entities as of the date of the Shareholders' Agreement to any person
other than an affiliate, then the acquiring entity may have the right at its
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option to simultaneously purchase all of the Common Shares then held by the
Prudential Entities. The Prudential Entities also agreed to vote all Common
Shares held by the Prudential Entities in favor of any merger, consolidation or
similar transaction pursuant to which the Oaktree Entities and the TCW Related
Entities would transfer 75% or more of the Common Shares held by such entities
if such transaction is voted for by such entities. Each of the Oaktree Entities
and TCW Related Entities agreed that the Prudential Entities would have the
right to sell a pro rata portion of their Common Shares in the event of the sale
by the Oaktree Entities and TCW Related Entities of Common Shares held by such
entity except for transfers by such entities that in the aggregate result in a
transfer of 25% or less of the Common Shares held by such entities as of the
date of the Shareholders' Agreement (in which case all subsequent transfers will
be subject to the rights of the Prudential Entities to tag along), sales on a
national securities exchange, automated quotation system or over the counter
system and certain transfers to partners or affiliates of such entities.
Prudential directly holds 1,643,336 of the Common Shares in a
separate account. Prudential receives a fee with respect to the Common Shares
held in the separate account. Gateway holds an additional 3,744,653 Common
Shares. Prudential is the asset manager and principal beneficiary of Gateway
and, in its capacity as asset manager, has the sole power to direct the voting
and disposition of the Common Shares held by Gateway. Prudential, as asset
manager of Gateway, receives a fee for managing the assets of Gateway. An
additional 495 Common Shares are held by Prudential Securities, Inc., a Delaware
corporation and subsidiary of Prudential, in a proprietary account and 46 Common
Shares are held by Prudential Securities, Inc. in a discretionary account.
Prudential also receives a fee with respect to the Common Shares held in the
separate accounts.
On May 30, 1997, the TCW Related Entities and Prudential entered
into an agreement pursuant to which the TCW Related Entities agreed that at
such time as Prudential identified an individual to serve as a trustee on the
Board of Trustees of the Issuer, the TCW Related Entities would (i) use
commercially reasonable efforts to cause a Trustee of the Issuer nominated by
TCW Related Entities to resign and (ii) vote all of the shares of common
stock held by the TCW Related Entities, or cause the Board of Trustees of the
Issuer to take all necessary action, to elect the individual identified by
Prudential to the Board of Trustees of the Issuer. Although not parties to
the letter agreement, the Oaktree Entities subsequently indicated that they
intended to vote their Common Shares in favor of the trustee nominated by
Prudential. At a meeting of the Board of Trustees on October 7, 1997, Michael
Joseph was elected to the Board of Trustees as the designee of Prudential. On
May 31, 2000, Prudential advised the TCW Related Entities in writing that
they are released from their undertakings in the May 30, 1997 agreement. As a
result, although Mr. Joseph remains on the Issuer's Board of Trustees he is
no longer acting as a designee of Prudential.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certify that the information set forth herein, complete and correct.
Dated as of the 22nd day of December 2000.
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
<PAGE>
SCHEDULE I
DIRECTORS OF THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
DIRECTORS
Each director is a citizen of the United States of America unless otherwise
specified below:
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<CAPTION>
Principal Occupation
Name Title Address
---------------------------- ---------------------- ---------------------------
<S> <C> <C>
Franklin E. Agnew Business Consultant 600 Grant Street
Suite 660
Pittsburgh, PA 15219
Frederic E. Becker President Wilentz Goldman & Spitzer
90 Woodbridge Center Drive
Post Office Box 10
Woodbridge, NJ 07095
Gilbert F. Casellas President and COO The Swarthmore Group, Inc.
1646 West Chester Pike
Suite 3
West Chester, PA 19382
James G. Cullen President and CEO Bell Telecom Atlantic Corp.
1310 North Court House Road,
11th Floor
Arlington, VA 22201
Carolyne K. Davis Retired Independent Ernst & Young
Health Care Advisor 1225 Connecticut Avenue, NW
Washington, DC 20036
Roger A. Enrico Chairman and CEO PepsiCo
700 Anderson Hill Road
Purchase, NY 10577
Allan D. Gilmour Retired Vice Chairman, The Prudential Insurance
Ford Motor Company Company of America
751 Broad Street
Newark, NJ 07012-3777
William H. Gray III President and CEO United Negro College
Fund, Inc.
8260 Willow Oaks Corp. Drive
P.O. Box 10444
Fairfax, VA 22031-4511
Jon F. Hanson Chairman Hampshire Management
Company
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235 Moore Street,
Suite 200
Hackensack, NJ 07601
Glen H. Hiner Chairman and CEO Owens-Corning Corporation
One Ownens Corning Parkway
Toledo, OH 43659
Constance J. Horner Guest Scholar The Brookings Institution
1775 Massachusetts Avenue, NW
Washington, DC 20036-2188
Gaynor N. Kelley Retired Chairman Perkins Elmer Corporation
751 Broad Street, 23rd Floor
Newark, NJ 07102
Burton G. Malkiel Professor of Economics Princeton University
Dept. of Economics
110 Fisher Hall
Prospect Avenue
Princeton, NJ 08544-1021
Ida S. Schmertz Consultant 90 Riverside Drive
New York, NY 10024
Charles R. Sitter Retired President Exxon Corporation
5959 Las Colinas Boulevard
Irving, TX 75039-2298
Donald L. Staheli Retired Chairman and Continental Grain Company
CEO 277 Park Avenue
New York, NY 10172
Richard M. Thomson Retired Chairman and The Toronto-Dominion Bank
CEO 11th Floor TD Tower
(Canadian Citizen) Toronto-Dominion Centre
Toronto, Ontario
Canada M5K 1A2
James A. Unruh Principal Alerion Capital Group, L.L.C.
7600 Doubletree Ranch Road
Suite 240
Scottsdale, AZ 95258
P. Roy Vagelos, M.D. Retired Chairman and Merck & Co., Inc.
CEO One Crossroads Drive
Building A, 3rd Floor
Bedminster, NJ 07921
Stanley C. Van Ness, Esq. Partner Herbert, Van Ness, Cayci &
Goodell
22 Chambers Street
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Princeton, NJ 08542
Paul A. Volcker Director and Consultant Wolfensohn & Co., Inc.
to various companies 599 Lexington Avenue
Former Chairman New York, NY 10022
Joseph H. Williams Director The Williams Companies, Inc.
One Williams Center
Tulsa, OK 74172
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