<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON JANUARY 16, 2001
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(Amendment No. 2)
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
ROGER D. SNELL
(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
601 So. Figueroa Street
30th Floor
Los Angeles, California 90017
(213) 892-4000
<PAGE>
(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
--------------------------------------------------------------------------------
Transaction Valuation* Amount of Filing Fee
---------------------- --------------------
$1,368,780 $273.75
* 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
2
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Gateway Recovery Trust
Roger D. Snell
Date Filed: January 16, 2001
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This Rule 13e-3 Transaction Statement (this "Statement") is
being filed concurrently with the filing of a preliminary information statement
pursuant to 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 ("Oaktree Capital") 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"). After the Merger, the Majority
Shareholder will own 100% of New WinShip, with Prudential owning 26.63%, TCW
owning 42.74% and Oaktree owning 30.63% of the issued and outstanding equity
securities of New WinShip.
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
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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 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; (xiii) Gateway Recovery Trust, and (xiv) Roger D.
Snell, President and Chief Executive Officer of Peregrine and President of New
WinShip.
Oaktree Capital is a registered investment adviser with the
SEC under the Investment Advisers Act of 1940, as amended (the "Advisers
Act"), which has approximately $17 billion of assets under, or committed for,
management. Oaktree Capital is (a) the general partner with an approximately
1% or less equity interest in (i) OCM Real Estate Opportunities Fund A, L.P.,
(ii) OCM Real Estate Opportunities Fund B, L.P. and (iii) OCM Real Estate
Opportunities Fund II, L.P. and (b) investment manager of Gryphon Domestic
VII, LLC, a separate account pursuant to which Oaktree Capital receives a
management and incentive fee. Oaktree Capital is a member managed limited
liability company in which D. Richard Masson, a director of Peregrine, is a
member who owns approximately 15% equity interest. The remaining membership
interests of Oaktree Capital are held, directly and indirectly, by
approximately 40 persons, with Howard S. Marks, Chairman of Oaktree Capital
and Bruce A. Karsh, President of Oaktree Capital, each owning approximately
28% of the membership interests.
TCW Special Credits is also a registered investment adviser
with the SEC under Advisers Act and an affiliate of The TCW Group, Inc., an
investment management company with approximately $50 billion of assets under,
or committed for, management ("TCW Special Credits"). TCW Special Credits is
(a) the general partner with an approximately 1% or less equity interest in
(i) TCW Special Credits Fund IV limited partnership and (ii) TCW Special
Credits Plus Fund limited partnership and (b) investment manager of (i) TCW
Special Credits Trust IV, a collective investment trust, (ii) TCW Special
Credits Trust IVA, a collective investment trust and (iii) Weyerhaeuser
Company Master Retirement Trust separate account, in which TCW Special
Credits or its affiliates receive a management and incentive fee. The
foregoing limited partnerships, trusts and separate accounts hereinafter the
"TCW Funds." TCW Special Credits is a general partnership in which Mr. Masson
is a general partner with approximately 12% equity interest and TAMCO is the
managing general partner with approximately 51% general partner interest. Mr.
Masson is not an officer or equity owner of TAMCO or any of its affiliated
companies, but he is an authorized signatory of TAMCO, as managing general
partner of TCW Special Credits, with respect to investments of the TCW Funds.
The Prudential Insurance Company of America is a mutual
insurance company and does not have any significant shareholders. The principal
beneficiary of Gateway Recovery Trust is the Prudential Insurance Company of
America.
Concurrently with the filing of this Schedule 13E-3, the
Company is filing with the Securities and Exchange Commission the Information
Statement under Regulation 14C of the Securities Exchange Act of 1934,
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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 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.
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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 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.
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(a)(2)(iii) Reasons for Transaction. The information contained in the
sections entitled "SPECIAL FACTORS--Background of the Merger" and
"--The Reporting Persons' 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 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.
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(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
Reporting Persons' 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.
(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 Reporting Persons' Purpose and
Reasons for the Merger," "--Interests of Certain Persons in the
Merger," "-Financing of the
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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 Reporting Persons'
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
Reporting Persons' 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 MERGER--Background of the Merger"
and "--The Reporting Persons' 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 Reporting Persons'
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
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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.
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
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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 January 16, 2001
(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 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 12th day of January
2001.
THE PEREGRINE REAL ESTATE TRUST
By: /s/ Roger D. Snell
-----------------------------------------
Title: President and CEO
WINSHIP PROPERTIES
By: /s/ Richard Masson
-----------------------------------------
Title: 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
<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
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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
ROGER D. SNELL
By: /s/ Roger D. Snell
--------------------------------------------------
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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
January 16, 2001 (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.
16
