UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Peregrine Entertainment
(Name of Issuer)
Common Stock
(Title of Class of Securities)
71365810
(CUSIP Number)
Check the following box if a fee is being paid with this
statement [ ]. (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule 13d-7).
*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 in 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).
SEC 1745 (2/92)
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CUSIP No. 71365810 13G Page 2 of 10 Pages
1 NAME OF REPORTING PERSON Base Assets Trust
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 95-6598-256
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Trust organized under the laws of the State of California
5 SOLE VOTING POWER
0
NUMBER OF
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 800,000
REPORTING
PERSON WITH
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
800,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
800,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.4%
12 TYPE OF REPORTING PERSON*
IC
*SEE INSTRUCTION BEFORE FILLING OUT!
SEC 1745 (2/92)
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CUSIP No. 71365810 13G Page 3 of 10 Pages
1 NAME OF REPORTING PERSON Richard D. Baum, in his capacity as Chief
Deputy Insurance Commissioner of the State of
California, but not individually, as Trustee
of the Base Assets Trust
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 800,000
REPORTING
PERSON WITH
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
800,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
800,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.4%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
SEC 1745 (2/92)
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CUSIP No. 71365810 13G Page 4 of 10 Pages
1 NAME OF REPORTING PERSON Anthony R. Buonaguro, as Trustee of the Base
Assets Trust
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
0
NUMBER OF
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 800,000
REPORTING
PERSON WITH
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
800,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
800,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.4%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
SEC 1745 (2/92)
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CUSIP No. 71365810 13G Page 5 of 10 Pages
1 NAME OF REPORTING PERSON Thomas Arnold, as Trustee of the Base Assets
Trust
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
0
NUMBER OF
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 800,000
REPORTING
PERSON WITH
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
800,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
800,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.4%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
SEC 1745 (2/92)
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CUSIP No. 71365810 13G Page 6 of 10 Pages
Item 1(a) Name of Issuer
Peregrine Entertainment
Item 1(b) Address of Issuer's Principal Executive Offices
c/o Keith A. Cannon
Wilson, Davis & Co.
2300 Shawn Court
Carlsbad, CA 92008
Item 2(a) Name of Person Filing
Reference is made to Item 1 of each of the cover pages of this
Schedule 13G, which Items are incorporated herein by reference.
Item 2(b) Address of Principal Business or, if none, Residence
The address of the Base Assets Trust is 11400 West Olympic
Boulevard, Los Angeles, California 90064 and the address of each
of the other reporting persons is in care of the Base Assets
Trust.
Item 2(c) Citizenship
Reference is made to Item 4 of each of the cover pages of this
Schedule 13G, which Items are incorporated herein by reference.
Item 2(d) Title of Class of Securities
Common
Item 2(e) CUSIP Number
71365810
Item 3 Type of Reporting Person
(c)[X] Base Assets Trust, as the liquidating agent of Executive
Life Insurance Company In Rehabilitation/Liquidation, is an Insurance
Company as defined in Section 3(a)(19) of the Act; the other individual
reporting persons, Messrs. Baum, Buonaguro and Arnold, are trustees of the
Base Assets Trust.
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CUSIP No. 71365810 13G Page 7 of 10 Pages
Item 4 Ownership
Reference is made to Items 5-9 and 11 of each of the cover pages
of this Schedule 13G, which Items are incorporated herein by reference.
The 800,000 shares of Common Stock are issuable upon conversion of Class A
Preferred Stock. This statement is filed to reflect a change in the
trustees of the Base Assets Trust. Pursuant to the Amended and Restated
Trust Agreement dated May 6, 1994, Messrs. Baum, Buonaguro and Arnold, as
trustees, replaced Aurora National Life Assurance Company, the former
trustee of the Base Assets Trust. No change has occurred in the ownership
of securities held by Base Assets Trust that are the subject of this
statement.
Item 5 Ownership of Five Percent or Less of a Class
Not applicable.
Item 6 Ownership of More than Five Percent on Behalf of Another Person
To the knowledge of the reporting persons, no other person has
the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Common Stock.
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company
Not applicable.
Item 8 Identification and Classification of Members of the Group
Not applicable.
Item 9 Notice of Dissolution of Group
Not applicable.
Item 10 Certification
By signing below the undersigned certify that, to the best of
their knowledge and belief, the securities referred to above were acquired
in the ordinary course of business and were not acquired for the purpose of
and do not have the effect of changing or influencing the control of the
issuer of such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
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CUSIP No. 71365810 13G Page 8 of 10 Pages
Signature
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is
true, complete and correct.
Date: June 10, 1994
BASE ASSETS TRUST
U/A/D September 3, 1993, as amended and restated
May 6, 1994
/s/ Bruce C. Juell
By: _______________________________________
Bruce C. Juell
Deputy Trustee
RICHARD D. BAUM, in his capacity as Chief Deputy
Insurance Commissioner of the State of California,
but not individually, Trustee
/s/ Bruce C. Juell
By: _______________________________________
Bruce C. Juell
His Attorney-in-Fact
ANTHONY R. BUONAGURO, Trustee
/s/ Bruce C. Juell
By: _______________________________________
Bruce C. Juell
His Attorney-in-Fact
THOMAS ARNOLD, Trustee
/s/ Bruce C. Juell
By: _______________________________________
Bruce C. Juell
His Attorney-in-Fact
SEC 1745 (2/92)
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CUSIP No. 71365810 13G Page 9 of 10 Pages
EXHIBIT INDEX
Exhibit A Joint Filing Undertaking
and Power of Attorney Page 10
SEC 1745 (2/92)
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CUSIP No. 71365810 13G Page 10 of 10 Pages
JOINT FILING UNDERTAKING
AND POWER OF ATTORNEY
The undersigned hereby execute this agreement as an exhibit to
the attached Schedule 13G to evidence their agreement, in accordance with
rules promulgated pursuant to the Securities Exchange Act of 1934, to file
this Schedule 13G jointly on behalf of each of the undersigned. Each
individual trustee whose signature appears below constitutes and appoints
Bruce C. Juell, Deputy Trustee of the Base Assets Trust, and any other duly
designated Deputy Trustee, his true and lawful attorney-in-fact and agent
with full power of substitution and resubstitution, for and in his name,
place and stead to execute such documents and agreements as may be
appropriate on behalf of the undersigned, as Trustees of the Base Assets
Trust, and to file the same, with all exhibits thereto, and all documents
in connection therewith, with the Securities and Exchange Commission, with
full power and authority to do and perform each and every act and thing
necessary or advisable to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
DATED: June 10, 1994.
RICHARD D. BAUM, in his capacity as Chief Deputy
Insurance Commissioner of the State of California,
but not individually, as Trustee of the Base
Assets Trust
/s/ Richard D. Baum
_________________________________
Richard D. Baum
ANTHONY R. BUONAGURO, as Trustee of the Base
Assets Trust
/s/ Anthony R. Buonaguro
_________________________________
Anthony R. Buonaguro
THOMAS ARNOLD, as Trustee of the Base Assets
Trust
/s/ Thomas Arnold
_________________________________
Thomas Arnold
060894/f-613227/W1/148889
SEC 1745 (2/92)
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