<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. 7) (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)
December 27, 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 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
<TABLE>
<S><C>
-------------------------------------------------------------------------------
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%
<PAGE>
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON(1)
HC, CO
-------------------------------------------------------------------------------
</TABLE>
<PAGE>
CUSIP NO. 713662013 13D Page 2 of 12 Pages
<TABLE>
<S><C>
-------------------------------------------------------------------------------
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)
<PAGE>
IN, HC
-------------------------------------------------------------------------------
</TABLE>
<PAGE>
CUSIP NO. 713662013 13D Page 3 of 12 Pages
<TABLE>
<S><C>
-------------------------------------------------------------------------------
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)
/ /
<PAGE>
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
11.9%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON(1)
CO
-------------------------------------------------------------------------------
</TABLE>
<PAGE>
CUSIP NO. 713662013 13D Page 4 of 12 Pages
<TABLE>
<S><C>
-------------------------------------------------------------------------------
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)
/ /
<PAGE>
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
26.5%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON(1)
CO, IA
-------------------------------------------------------------------------------
</TABLE>
<PAGE>
CUSIP NO. 713662013 13D Page 5 of 12 Pages
<TABLE>
<S><C>
-------------------------------------------------------------------------------
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)
/ /
<PAGE>
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
26.5%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON(1)
PN, IA
-------------------------------------------------------------------------------
</TABLE>
<PAGE>
CUSIP NO. 713662013 13D Page 6 of 12 Pages
<TABLE>
<S><C>
-------------------------------------------------------------------------------
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)
/ /
-------------------------------------------------------------------------------
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
11.1%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON(1)
PN
-------------------------------------------------------------------------------
</TABLE>
<PAGE>
CUSIP NO. 713662013 13D Page 7 of 12 Pages
<TABLE>
<S><C>
-------------------------------------------------------------------------------
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)
/ /
<PAGE>
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
11.9%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON(1)
PN
-------------------------------------------------------------------------------
</TABLE>
<PAGE>
CUSIP NO. 713662013 13D Page 8 of 12 Pages
<TABLE>
<S><C>
-------------------------------------------------------------------------------
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)
/ /
<PAGE>
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.6%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON(1)
EP,OO
-------------------------------------------------------------------------------
</TABLE>
<PAGE>
CUSIP NO. 713662013 13D Page 9 of 12 Pages
<TABLE>
<S><C>
-------------------------------------------------------------------------------
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)
/ /
-------------------------------------------------------------------------------
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.3%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON(1)
EP,OO
-------------------------------------------------------------------------------
</TABLE>
<PAGE>
CUSIP NO. 713662013 13D Page 10 of 12 Pages
<TABLE>
<S><C>
-------------------------------------------------------------------------------
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)
/ /
-------------------------------------------------------------------------------
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
27.5%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON(1)
IA; OO
-------------------------------------------------------------------------------
</TABLE>
<PAGE>
CUSIP NO. 713662013 13D Page 11 of 12 Pages
<TABLE>
<S><C>
-------------------------------------------------------------------------------
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)
/ /
<PAGE>
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.1%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON(1)
PN; OO
-------------------------------------------------------------------------------
</TABLE>
<PAGE>
CUSIP NO. 713662013 13D Page 12 of 12 Pages
<TABLE>
<S><C>
-------------------------------------------------------------------------------
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)
/ /
<PAGE>
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
15.7%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON(1)
PN; OO
-------------------------------------------------------------------------------
</TABLE>
<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
<PAGE>
and principal office for the TCW Related Entities (as defined below) 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 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
Thomas E. Larkin, Jr. Vice Chairman
Marc I. Stern President
Alvin R. Albe, Jr. Executive Vice President
William C. Sonneborn Executive Vice President & Assistant Secretary
Michael E. Cahill Managing Director, General Counsel & Secretary
David S. DeVito Managing Director, Chief Financial Officer and
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:
<PAGE>
<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 & Vice Chairman
Marc I. Stern Director & Vice Chairman
Alvin R. Albe, Jr. Director & Executive Vice President,
Finance & Administration
William C. Sonneborn Executive Vice President & Assistant Secretary
Robert D. Beyer Director and President
Jeffrey E. Gundlach Director and Group Managing Director
Michael E. Cahill Managing Director, General Counsel & Secretary
David S. DeVito Managing Director, Chief Financial Officer and
Assistant Secretary
</TABLE>
(iii) The executive officers and directors of TAMCO 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 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, President & Vice Chairman of the Board
Alvin R. Albe, Jr. Director, Executive Vice President
Michael E. Cahill Director, Managing Director, General Counsel & Secretary
William C. Sonneborn Director, Executive Vice President & 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
Penelope D. Foley 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 & Executive Vice President
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
<PAGE>
(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
(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 333 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
<PAGE>
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
<CAPTION>
PORTFOLIO MANAGERS
------------------
<S> <C>
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.
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION.
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 the Prudential Insurance Company of America ("PIC") and
Gateway Recovery Trust ("Gateway", and together with PIC, the "PIC
Entities"), each of the Oaktree Entities, the Oaktree Account and the TCW
Related Entities ("Newco"). 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 Newco
and to vote in favor of a merger between the Issuer and Newco (the "Merger")
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. Pursuant to such agreement, on December 20, 2000 the
Oaktree Entities, the Oaktree Account, the TCW Related Entities and the PIC
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 $0.59 per share.
In addition, in the merger agreement, the Oaktree Entities, the
Oaktree Account, and the TCW Related Entities agreed to exchange all of the
outstanding 8.5% Senior Secured Notes due October 1, 2000 (the "Notes")
issued by the Issuer and held by the Oaktree Entities and the TCW Entities,
respectively, for common shares of beneficial interest in the entity that
survives the Merger. The Oaktree Entities and the TCW Related Entities agreed
in the Shareholders Agreement that they will not (1) exchange such Notes into
Common Shares at an exchange price of less than the greater of (a) $0.50 per
share or (b) ten cents ($0.10) per share less than the highest price paid by
the Issuer to purchase any Common Share following the date of the
Shareholders' Agreement and prior to the date of such exchange of Notes or
(2) effect any subsequent exchange of Notes into Common Shares at
<PAGE>
an exchange price that is less than the exchange price of the first exchange
of Notes into Common Shares by the Oaktree Entities and TCW Related Entities.
Such agreements relating to the exchange of Notes into Common Shares will
terminate at such time, if any, that the PIC Entities terminate the
Shareholders' Agreement relating to the contribution of Common Shares to
Newco and voting in favor of the Merger.
The TCW Related Entities, the Oaktree Entities and the Oaktree
Account 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, the Oaktree
Entities and the Oaktree Account 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, the Oaktree
Entities or the Oaktree Account 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, the Oaktree Entities and the
Oaktree Account 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, the Oaktree Entities and/or the Oaktree Account 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
<PAGE>
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. 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. Oaktree and each of the individuals listed in Item 2 disclaims 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 person is the beneficial
owner of any securities covered by this statement.
(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 of 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.
<PAGE>
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. Oaktree
and each of the individuals listed in Item 2 disclaims 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 person is the beneficial owner of any
securities covered by this statement.
(c) Not applicable.
(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 26, 2000, the PIC 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 PIC 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 PIC 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 PIC 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
option to simultaneously purchase all of the Common Shares then held by the PIC
Entities. The PIC Entities also agreed to vote all Common Shares held by the PIC
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
<PAGE>
agreed that the PIC 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 PIC 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.
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. As of the date hereof, the letter
agreement has been fully performed and Prudential has indicated that it intends
to disclaim in writing any further or continuing obligations under the letter
agreement.
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 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.
Oaktree, as general partner of each of the Oaktree Entities, receives a
management fee for managing the assets of each of the Oaktree Entities and has a
carried interest in each of the Oaktree Entities.
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
None.
<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 22nd of December 2000.
THE TCW GROUP, INC.
By: /s/ Lazarus N. Sun
--------------------------------------
Lazarus N. Sun, 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/ Lazarus N. Sun
--------------------------------------
Lazarus N. Sun
Under Power of Attorney dated
November 6, 2000, on file with
Schedule 13G for
Retek, Inc. dated November 8, 2000
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:
<TABLE>
<S> <C>
Mark L. Attanasio Dr. Henry A. Kissinger
Group Managing Director Chairman
Trust Company of the West Kissinger Associates, Inc.
11100 Santa Monica Blvd., Suite 2000 350 Park Avenue, 26th Floor
Los Angeles, CA 90025 New York, NY 10022
Robert A. Day Thomas E. Larkin, Jr.
Chairman of the Board Vice Chairman
Chairman and Chief Executive Officer Trust Company of the West
Trust Company of the West 865 S. Figueroa St., Suite 1800
865 S. Figueroa St. Los Angeles, CA 90017
Los Angeles, CA 90017
Damon P. de Lazlo, Esq. Kenneth L. Lay
Chairman of Harwin PLC Chairman and Chief Executive
Byron's Chambers Officer
A2 Albany, Piccadilly Enron Corp.
London W1V 9RD - England 1400 Smith Street
(Citizen of United Kingdom) Houston, TX 77002-7369
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
Richard N. Foster Robert G. Sims
McKinsey & Company Inc. Private Investor
55 E. 52nd Street, 21st Floor 11770 Bernardo Plaza Ct.
New York, NY 10022 Suite 108
San Diego, CA 92128
Carla A. Hills Marc I. Stern
Hills & Company President
1200 19th Street, N.W. The TCW Group, Inc.
5th Floor 865 S. Figueroa St., Ste. 1800
Washington, D.C. 20036 Los Angeles, CA 90017
Yasuyuki Tayama
Managing Director
The Yasuda Yusad Fire and Marine Insurance
Company, Limited
26-1, Nishi-Shinjuku 1-Chrome,
Shinjuku-Ku, Toyko, 160-8338 Japan
(Citizen of Japan)
James R. Ukropina
Partner
O'Melveny & Myers
400 South Figueroa St., 15th Floor
Los Angeles, CA 90071
</TABLE>
