SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),
(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
WILSHIRE REAL ESTATE INVESTMENT TRUST INC.
- ---------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.0001 per share
- ---------------------------------------------------------------------------
(Title of Class of Securities)
971892104
- ---------------------------------------------------------------------------
(CUSIP Number)
May 11, 1998
- ---------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
CUSIP No. 971892104 13G
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Value Partners, Ltd., 75-2291866
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP* (a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF 5 SOLE VOTING POWER 675,000
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 0**
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 675,000
REPORTING
PERSON WITH 8 SHARED DISPOSITIVE POWER 0**
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
675,000**
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.9%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT
**BUT SEE ITEM 5.
CUSIP No. 971892104 13G
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ewing & Partners, 75-2741747
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP* (a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF 5 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 0**
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8 SHARED DISPOSITIVE POWER 0**
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0**
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%**
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT
**BUT SEE ITEM 5
CUSIP No. 971892104 13G
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Timothy G. Ewing, ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP* (a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 0**
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8 SHARED DISPOSITIVE POWER 0**
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0**
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%**
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
**BUT SEE ITEM 5.
STATEMENT ON SCHEDULE 13G
This statement on Schedule 13G relates to the common stock, par value
$.0001 per share (the "Common Stock"), of Wilshire Real Estate Investment
Trust Inc. (the "Company"), and is filed by Value Partners, Ltd., a Texas
limited partnership ("Value Partners"), Ewing & Partners, a Texas general
partnership ("Ewing & Partners"), and Timothy G. Ewing ("Ewing"). Ewing &
Partners is the general partner of Value Partners. Ewing and Ewing Asset
Management, Inc., a Texas limited liability company ("EAM") are the general
partners of Ewing & Partners, and Ewing is the managing general partner of
Ewing & Partners. EAM is controlled by Ewing.
ITEM 1(A) NAME OF ISSUER:
Wilshire Real Estate Investment Trust Inc.
ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1776 SW Madison Street
Portland, Oregon 97205
ITEM 2(A) NAME OF PERSON FILING:
This Schedule 13G is filed by Value Partners, Ltd., Ewing &
Partners and Timothy G. Ewing.
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE:
The principal business office of Value Partners, Ewing &
Partners and Ewing is Suite 4660 West, 2200 Ross Avenue,
Dallas, Texas 75201.
ITEM 2(C) CITIZENSHIP OR PLACE OF ORGANIZATION:
Value Partners is a limited partnership formed under the laws
of the State of Texas, Ewing & Partners is a general
partnership formed under the laws of the State of Texas, and
Ewing is a citizen of the United States of America.
ITEM 2(D) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.0001 per share.
ITEM 2(E) CUSIP NUMBER:
971892104
ITEM 3 REPORTING PERSON.
This Statement on Schedule 13G is filed pursuant to Rule 13d-
1(c).
ITEM 4 OWNERSHIP.
See Items 5 through 11 on page 2 for Value Partners, page 3 for
Ewing & Partners and page 4 for Ewing. Value Partners acquired
600,000 shares of Common Stock for $16.25 per share on May 11,
1998 and 75,000 shares of Common Stock for $16.4375 per share
on May 19, 1998.
Value Partners has the sole power to vote and dispose of the
675,000 shares of Common Stock beneficially owned by it. Value
Partners does not share the power to vote or to direct the vote
of, or the power to dispose or to direct the disposition of,
the Common Stock owned by it. However, Ewing & Partners, as
general partner of Value Partners, may be deemed, for purposes
of determining beneficial ownership pursuant to Rule 13d-3, to
have the shared power with Value Partners to vote or direct the
vote of, and the shared power with Value Partners to dispose or
direct the disposition of, the 675,000 shares of Common Stock
owned by Value Partners. Ewing, as managing general partner of
Ewing & Partners, may be deemed, for purposes of determining
beneficial ownership pursuant to Rule 13d-3, to have the shared
power with Value Partners to vote or direct the vote of, and
the shared power with Value Partners to dispose or direct the
disposition of, the 675,000 shares of Common Stock owned by
Value Partners.
The filing of this statement on Schedule 13D shall not be
construed as an admission that Ewing or Ewing & Partners is for
the purposes of Section 13(d) or 13(g) of the Securities
Exchange Act of 1934, as amended, the beneficial owner of any
of the 675,000 shares of Common Stock beneficially owned by
Value Partners. Pursuant to Rule 13d-4, Ewing and Ewing &
Partners disclaim all such beneficial ownership.
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Inapplicable
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON.
Inapplicable
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY.
Inapplicable
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP.
Inapplicable
ITEM 9 NOTICE OF DISSOLUTION OF GROUP.
Inapplicable
ITEM 10 CERTIFICATION.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
EXHIBITS Exhibit 1
Joint Filing Agreement dated May 20, 1998 between Value
Partners, Ewing & Partners and Ewing.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: May 20, 1998
VALUE PARTNERS, LTD.
By: EWING & PARTNERS
as General Partner
/S/TIMOTHY G. EWING
By: -----------------------------
Timothy G. Ewing
as Managing Partner
EWING & PARTNERS
By:/S/TIMOTHY G. EWING
---------------------------------
Timothy G. Ewing
as Managing Partner
/S/TIMOTHY G. EWING
-------------------------------------
Timothy G. Ewing
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, the undersigned agree to the joint filing on behalf of
each of them of a Statement on Schedule 13G (including any and all
amendments thereto) with respect to the Common Stock, par value $.0001 per
share, of Wilshire Real Estate Investment Trust Inc., and further agree
that this Joint Filing Agreement shall be included as an Exhibit to such
joint filings.
The undersigned further agree that each party hereto is responsible
for timely filing of such Statement on Schedule 13G and any amendments
thereto, and for the accuracy and completeness of the information
concerning such party contained therein; provided, however, that no party
is responsible for the accuracy or completeness of the information
concerning any other party, unless such party knows or has reason to
believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the
same effect as if the signature on each counterpart were upon the same
instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
May 20, 1998.
VALUE PARTNERS, LTD.
By: EWING & PARTNERS
as General Partner
/S/TIMOTHY G. EWING
By: -----------------------------
Timothy G. Ewing
as Managing Partner
EWING & PARTNERS
By: /S/TIMOTHY G. EWING
---------------------------------
Timothy G. Ewing
as Managing Partner
/S/TIMOTHY G. EWING
-------------------------------------
Timothy G. Ewing
