-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QoXcGHF0tOyWeW+zapFR7DsHkysUG+Mv/wv79rgL9B17CuCfNPSsn/r7N3HjNghe ATOG0KbJQv/D39VBiOfftw== 0000902595-97-000036.txt : 19970220 0000902595-97-000036.hdr.sgml : 19970220 ACCESSION NUMBER: 0000902595-97-000036 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970203 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PEREGRINE REAL ESTATE TRUST CENTRAL INDEX KEY: 0000314485 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 942255677 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-43455 FILM NUMBER: 97516844 BUSINESS ADDRESS: STREET 1: 1300 ETHAN WAY, SUITE 200 CITY: SACRAMENTO STATE: CA ZIP: 95825 BUSINESS PHONE: 916-929-82 MAIL ADDRESS: STREET 1: 1300 EATHAN WAY SUITE 200 STREET 2: 705 UNIVERSITY AVE CITY: SACRAMENTO STATE: CA ZIP: 95825 FORMER COMPANY: FORMER CONFORMED NAME: COMMONWEALTH EQUITY TRUST DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TCW GROUP INC CENTRAL INDEX KEY: 0000850401 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 865 SOUTH FIGUEROA ST CITY: LOS ANGELES STATE: CA ZIP: 90017 MAIL ADDRESS: STREET 2: 865 SOUTH FIGUEROA STREET CITY: LOS ANGELES STATE: CA ZIP: 90017 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. N/A)<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 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 24, 1997 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box [ X ]. 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 less than five percent of such class. See Rule 13d-7). Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. [FN] <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. [FN] 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). 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 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> 00 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 1,094,469 NUMBER OF SHARES 8 SHARED VOTING POWER -0- BENEFICIALLY OWNED 9 SOLE DISPOSITIVE POWER BY REPORTING PERSON WITH 1,094,469 10 SOLE DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,094,469 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES<1> [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 22.4% 14 TYPE OF REPORTING PERSON<1> HC, CO
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> 00 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 1,094,469 NUMBER OF SHARES 8 SHARED VOTING POWER -0- BENEFICIALLY OWNED BY REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 1,094,469 10 SOLE DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,094,469 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES<1> [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 22.4% 14 TYPE OF REPORTING PERSON<1> IN, HC
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> 00 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 339,285 NUMBER OF SHARES 8 SHARED VOTING POWER -0- BENEFICIALLY OWNED BY REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 339,285 10 SOLE DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 339,285 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES<1> [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.0% 14 TYPE OF REPORTING PERSON<1> CO
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> 00 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 755,184 NUMBER OF SHARES 8 SHARED VOTING POWER -0- BENEFICIALLY OWNED BY REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 755,184 10 SOLE DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 755,184 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES<1> [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 15.5% 14 TYPE OF REPORTING PERSON<1> CO, IA
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> 00 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 755,184 NUMBER OF SHARES 8 SHARED VOTING POWER -0- BENEFICIALLY OWNED BY REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 755,184 10 SOLE DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 755,184 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES<1> [ ] 13 AGEPERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 15.5% 14 TYPE OF REPORTING PERSON<1> PN, IA
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> 00 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 317,396 NUMBER OF SHARES 8 SHARED VOTING POWER -0- BENEFICIALLY OWNED BY REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 317,396 10 SOLE DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 317,396 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES<1> [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 6.5% 14 TYPE OF REPORTING PERSON<1> PN
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> 00 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 339,286 NUMBER OF SHARES 8 SHARED VOTING POWER -0- BENEFICIALLY OWNED BY REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 339,286 10 SOLE DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 339,286 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES<1> [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.0% 14 TYPE OF REPORTING PERSON<1> PN
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> 00 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 273,617 NUMBER OF SHARES 8 SHARED VOTING POWER -0- BENEFICIALLY OWNED BY REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 273,617 10 SOLE DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 273,617 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.6% 14 TYPE OF REPORTING PERSON PN
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> 00 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 65,668 NUMBER OF SHARES 8 SHARED VOTING POWER -0- BENEFICIALLY OWNED BY REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 65,668 10 SOLE DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 65,668 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 1.3% 14 TYPE OF REPORTING PERSON PN
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 (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; and (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. 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. 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, including to the Special Credits Trust. TAMCO is an investment advisor and provides investment advice and management services to institutional and individual investors. Special Credits 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 and principal office for the TCW Related Entities 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. (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: Executive Officers - ------------------ Robert A. Day Chairman of the Board & Chief Executive Officer Ernest O. Ellison Vice Chairman of the Board Marc I. Stern President Alvin R. Albe, Jr. Executive Vice President, Finance & Administration Thomas E. Larkin, Jr. Executive Vice President & Group Managing Director Michael E. Cahill Managing Director, General Counsel & Secretary David K. Sandie Managing Director, Chief Financial Officer & Assistant Secretary
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: Executive Officers & Directors - ------------------------------ Robert A. Day Chairman of the Board & Chief Executive Officer Ernest O. Ellison Director & Vice Chairman Thomas E. Larkin, Jr. Director & President Alvin R. Albe, Jr. Director & Executive Vice President, Finance & Administration Marc I. Stern Director, Executive Vice President, Managing Chief Investment Officer - International Michael E. Cahill Managing Director, General Counsel & Secretary David K. Sandie Managing Director, Chief Financial Officer & Assistant Secretary
(iii) The executive officers and directors of TAMCO are listed below. The principal business address for each executive officer, director and portfolio manager is 865 South Figueroa Street, Suite 1800, Los Angeles, California 90017. Each executive officer and director is a citizen of the United States of American unless otherwise specified below: Executive Officers & Directors - ------------------------------ Robert A. Day Chairman of the Board & Chief Executive Officer Thomas E. Larkin, Jr. Director & Vice Chairman of the Board Marc I. Stern Director, Vice Chairman of the Board & Chief Investment Officer - International Ernest O. Ellison Chief Investment Officer - Domestic Fixed Income Alvin R. Albe, Jr. Director, Executive Vice President, Finance & Administration Michael E. Cahill Managing Director, General Counsel & Secretary David K. Sandie Managing Director, Chief Financial Officer & Assistant Secretary
(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 for. 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 (iii) above. Bruce A. Karsh President and Principal Oaktree Capital Management, LLC 550 South Hope Street Suite 2200 Los Angeles, California 90071 Howard S. Marks Chairman and Principal Oaktree Capital Management, LLC 550 South Hope Street Suite 2200 Los Angeles, California 90071 David Richard Masson Principal Oaktree Capital Management, LLC 550 South Hope Street Suite 2200 Los Angeles, California 90071 Sheldon M. Stone Principal Oaktree Capital Management, LLC 550 South Hope Street Suite 2200 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. (d)-(e) During the last five years, neither TCWG, TCW, TAMCO, the Special Credits Entities, the Special Credits 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. All shares reported herein were received by the Special Credits Entities and the Special Credits Accounts in connection with the effectiveness on October 7, 1994 of the Issuer's plan of reorganization under the United States Bankruptcy Code. The Issuer's obligations to Fund IV in connection with the Issuer's reorganization were satisfied in part by the issuance to Fund IV of 317,396 of the Issuer's Common Shares. The Plus Fund acquired its interests in the Issuer in connection with the effectiveness on October 7, 1994 of the Issuer's plan of reorganization under the United States Bankruptcy Code. The Issuer's obligations to the Plus Fund in connection with the Issuer's reorganization were satisfied in part by the issuance to the Plus Fund of 339,286 of the Issuer's Common Shares. Trust IV acquired its interests in the Issuer in connection with the effectiveness on October 7, 1994 of the Issuer's plan of reorganization under the United States Bankruptcy Code. The Issuer's obligations to Trust IV in connection with the Issuer's reorganization were satisfied in part by the issuance to Trust IV of 273,617 of the Issuer's Common Shares. Trust IVA acquired its interests in the Issuer in connection with the effectiveness on October 7, 1994 of the Issuer's plan of reorganization under the United States Bankruptcy Code. The Issuer's obligations to Trust IVA in connection with the Issuer's reorganization were satisfied in part by the issuance to Trust IVA of 65,668 Common Shares. The Special Credits Account acquired its interests in the Issuer in connection with the effectiveness on October 7, 1994 of the Issuer's plan of reorganization under the United States Bankruptcy Code. The Issuer's obligations to the Special Credits Account were satisfied in part by the issuance to the Special Credits Account of 98,502 Common Shares. ITEM 4. PURPOSE OF TRANSACTION. The TCW Related Entities acquired their Common Shares in the Issuer in the manner specified in Item 3. Subsequent to such acquisition, TCWG filed a Schedule 13G reporting the ownership of the Common Shares by such persons and that they were acquired in the ordinary course of business for investment purposes. Representatives of the TCW Related Entities have conferred with other creditors and shareholders of the Issuer, and have had discussions with the management and the Board of Trustees of the Issuer concerning alternatives available to the Issuer to enhance the value of the Issuer and its assets, including, among other things, the restructuring of the Issuer, the sale of individual assets of the Issuer, the refinancing of the Issuer's obligations, or the sale of the Issuer through the sale of all or substantially all of the assets of the Issuer to, or the merger or other business combination with, a third party. These discussions may result in a decision by the TCW Related Entities to pursue, in cooperation with the Issuer and/or other creditors and shareholders of the Issuer or otherwise, one or more restructuring options, which may include the replacement of all or a portion of the Board of Trustees of the Issuer, either at a special meeting of the shareholders or otherwise. The TCW Related Entities, individually or together, reserve the right, subject to applicable law, to seek proxies, consents and/or ballots in support of nominees at a special or scheduled meeting of shareholders or a subsequent meeting of shareholders or otherwise, or in support of or against other matters that may come before the Issuer's shareholders for their vote or consent. The TCW Related Entities intend to review on a continuing basis their respective investments in the Common Shares and may, subject to the continuing evaluation of the factors discussed herein, acquire from time to time additional Common Shares in the open market or in privately negotiated transactions. Depending on the factors discussed herein, the TCW Related Entities 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 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. In addition to the possible actions described in the preceding paragraph, the TCW Related Entities and the other holders of shares of the Issuer's Preferred Shares (the "Preferred Shares"), which Preferred Shares are convertible into common shares of the Issuer in accordance with Section 5.2 of the Issuer's Restated Declaration of Trust (included as Exhibit II hereto), are entitled to designate one Trustee. On January 24, 1997, the TCW Related Entities, along with other holders of the Issuer's Preferred Shares, exercised their rights to designate such a Trustee by designating Roger Snell as such Trustee. The Preferred Shares are not convertible as of the date hereof or within 60 days hereof. Although the foregoing reflects activities presently contemplated by the TCW Related Entities with respect to the Issuer, the foregoing is subject to change at any time, and there can be no assurance that the TCW Related Entities will take any of the actions referred to above or participate in a group that will take any of the actions referred to above. Except as set forth above, the TCW Related Entities have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of the date of this Schedule 13D, Fund IV beneficially owns 317,396 shares of the Issuer's Common Shares which is approximately 6.5% of the Issuer's outstanding Common Shares; the Plus Fund beneficially owns 339,286 shares of the Issuer's Common Shares which is approximately 7.0% 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 755,184 of the Issuer's Common Shares which is approximately 15.5% of the Issuer's outstanding Common Shares. As of the date of this Schedule 13D, Trust IV beneficially owns 273,617 shares of the Issuer's Common Shares which is approximately 5.6% of the Issuer's outstanding Common Shares. Trust IVA beneficially owns 65,668 shares of the Issuer's Common Shares which is approximately 1.3% of the Issuer's outstanding Common Shares; TCW, as the trustee of the Special Credits Trusts, may be deemed to beneficially own 339,285 shares of the Issuer's Common Shares which is approximately 7.0% 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 755,184 shares or approximately 15.5% 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 1,094,469 shares of the Issuer's Common Shares (approximately 22.4% of the outstanding shares of the Issuer's Common Shares). TCWG, TCW, TAMCO and Special 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 shares of the Issuer's Common Shares reported herein and the filing of this Statement shall not be construed as an admission that any of such individuals is 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, all of which constitutes 1,094,469 shares of the Issuer's Common Shares (approximately 22.4% 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. (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 power to vote and dispose of 755,184 of the Issuer's Common Shares. TAMCO, as the managing general partner of Special Credits, also has the power to vote and dispose the Issuer's Common Shares held by Special Credits referenced above. Therefore, TAMCO has the power to vote and dispose of 755,184 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 power to vote and dispose of 339,285 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 power to vote and dispose, all of which constitutes 1,094,469 shares of the Issuer's Common Shares. (c) None of the TCW Related Entities, and to the best of their knowledge, none of their respective officers, directors or general partners has effected transactions involving the Issuer's Common Shares during the last 60 days. (d) The investment advisory clients of TCWG and the partners of the various partnerships managed by the TCW 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 Securi- ties beneficially owned by each of TCWG and any of the other TCW Related Entities. 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. (e) Not applicable ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. 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. TCW, as trustee of the Special Credits Trusts, receives a management fee for managing all the assets of Special Credits Trusts. Except to the extent the securities referred to in this Statement constitute assets of the Special Credits Entities, there are no contracts, understandings or relationships (legal or otherwise) among or between any member of the TCW Related Entities or, to the best of their knowledge, their respective executive officers, directors or general partners or between or among any of such persons and with respect to any securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS The following are filed herewith as Exhibits in this Schedule 13D: Exhibit I: A written agreement relating to the filing of the joint acquisition statement as required by Rule 13d- 1(f)(1) under the Securities Exchange Act of 1934, as amended. Exhibit II: Restated Declaration of Trust of the Issuer. 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 3rd of February, 1997. THE TCW GROUP, INC. ___/s/___Mohan V. Phansalkar____ Mohan V. Phansalkar, Authorized Signatory TRUST COMPANY OF THE WEST ___/s/____Kenneth Liang_________ Kenneth Liang, Authorized Signatory TCW ASSET MANAGEMENT COMPANY __/s/_____Kenneth Liang_________ Kenneth Liang, Authorized Signatory TCW SPECIAL CREDITS __/s/_____Kenneth Liang_________ Kenneth Liang, Authorized Signatory of TCW Asset Management Company, the Managing General Partner of TCW Special Credits TCW SPECIAL CREDITS FUND IV __/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 __/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 __/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 __/s/_____Kenneth Liang___________ Kenneth Liang, Authorized Signatory of Trust Company of the West, the trustee of TCW Special Credits Trust IVA ROBERT A. DAY By:__/s/____Mohan V. Phansalkar_____ Mohan V. Phansalkar Under Power of Attorney dated January 30, 1996, on file with Schedule 13G Amendment No. 1 for Matrix Service Co. dated January 30, 1996 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: Howard P. Allen Harold R. Frank Former Chairman & CEO Chairman of the Board Southern California Edison Applied Magnetics Corporation 75 Robin Hill Rd. 2244 Walnut Grove Blvd. Goleta, CA 93017 Rosemead, CA 91770 John M. Bryan Carla A. Hill Partner 1200 19th Street, N.W. Bryan & Edwards 5th Floor 600 Montgomery Street, 35th Floor Washington, D.C. 20036 San Francisco, CA 94111 Dr. Henry A. Kissinger Robert A. Day Chairman Chairman of the Board Kissinger Associates, Inc. Chairman and Chief Executive Officer 350 Park Avenue, 26th Floor Trust Company of the West New York, NY 10022 200 Park Avenue, Suite 2200 New York, New York 10166 Thomas E. Larkin, Jr. President Trust Company of the West 865 S. Figueroa St. Suite 1800 Los Angeles, CA 90017 Damon P. de Lazlo, Esq. Kenneth L. Lay Managing Director of Harwin Chairman and Chief Executive Engineers S.A., Chairman & Officer D.P. Advisors Holdings Limited Enron Corp. Byron's Chambers 1400 Smith Street A2 Albany, Piccadilly Houston, TX 77002-7369 London W1V 9RD - England (Citizen of United Kingdom) Michael T. Masin, Esq. Vice Chairman Ernest O. Ellison GTE Corporation Vice Chairman One Stamford Forum Trust Company of the West Stamford, CT 06904 865 S. Figueroa Street, Suite 1800 Los Angeles, CA 90017 Edfred L. Shannon, Jr. Investor/Rancher Marc I. Stern 1000 S. Fremont Ave. President Alhambra, CA 91802 The TCW Group, Inc. 865 S. Figueroa St., Ste. 1800 Robert F. Sims Los Angeles, CA 90017 Private Investor 11828 Rancho Bernardo Box 1236 San Diego, CA 92128 Carla A. Hill 1200 19th Street, N.W. 5th Floor Washington, D.C. 20036
Exhibit I JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is in accurate. Dated: __________, 199_ The TCW Group, Inc. By: __/s/ Mohan V. Phansalkar__ Mohan V. Phansalkar Authorized Signatory Robert Day By: __/s/ Mohan V. Phansalkar__ Under Power of Attorney dated January 30, 1996 on file with Schedule 13G for Matrix Service Co. dated January 30, 1996 Exhibit II RESTATED DECLARATION OF TRUST Incorporated herein by reference is the Restated Declaration of Trust of the Issuer filed as Exhibit 3.1 to the Issuer's 8-K filed with the Commission on October 24, 1994. -----END PRIVACY-ENHANCED MESSAGE-----