-----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, Ef3morsef8mFyivr07WbS07qZAa3z0xbGZa1eY2lZKdwv3Id+fXcjufRlBTAPz6b ecGoS/SrCAUPpXtCQI0+UA== 0000902595-97-000019.txt : 19970131 0000902595-97-000019.hdr.sgml : 19970131 ACCESSION NUMBER: 0000902595-97-000019 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970130 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: 97514060 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: PRUDENTIAL INSURANCE CO OF AMERICA CENTRAL INDEX KEY: 0000729057 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 221211670 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: PRUDENTIAL PLZ STREET 2: 751 BROAD STREET CITY: NEWARK STATE: NJ ZIP: 07102-3777 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) James F. Evert Assistant General Counsel The Prudential Insurance Company of America Four Embarcadero Center Suite 2700 San Francisco, CA 94111 (415) 291-5055 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 23, 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). 13D CUSIP NO. 713662013 - ------------------------------------------------------------ (1) NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS THE PRUDENTIAL INSURANCE COMPANY OF AMERICA I.R.S. NO. 22-1211670 - --------------------------------------------------------------------- (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 NEW JERSEY - ----------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 682,351.2 SHARES --------------------------------------------------- (8) SHARED VOTING POWER 0 --------------------------------------------------- BENEFICIALLY (9) SOLE DISPOSITIVE POWER 682,351.2 OWNED BY REPORTING --------------------------------------------------- (10) SHARED DISPOSITIVE POWER PERSON WITH 0 --------------------------------------------------- - ----------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 682,351.2 - ----------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES<1> [ ] - ----------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 14% - ---------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON<1> BD, IC, IA - ---------------------------------------------------------------------- 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. (a) This Statement is being filed by The Prudential Insurance Company of America, a New Jersey corporation ("PIC"). Schedule A attached hereto and incorporated herein by reference sets forth the following information with respect to each Director and Executive Officer of PIC: (a) name; (b) business address; and (c) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. (b) The address of PIC is Prudential Plaza, Newark, New Jersey 07102. (c) PIC is an insurance company. (d) During the last five years, neither PIC nor, to the knowledge of PIC, any of the executive officers or directors of PIC, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither PIC nor, to the knowledge of PIC, any of the executive officers or directors of PIC, 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 future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) PIC is a New Jersey corporation. To the knowledge of PIC, each executive officer and director of PIC is a citizen of the United States, except that Richard M. Thomson, a director of PIC is a citizen of Canada. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. PIC and Pruco Life Insurance Company, an Arizona corporation ("Pruco"), along with other creditors of the Issuer, acquired interests in the Issuer on and following October 7, 1994 in connection with the effectiveness of the Issuer's plan of reorganization under the United States Bankruptcy Code. Pruco is a direct wholly owned subsidiary of PIC. Prior to the Issuer's bankruptcy proceedings, PIC and Pruco held debt obligations of the Issuer. The Issuer's obligations to PIC and Pruco were satisfied in connection with the Issuer's reorganization by the issuance (i) to PIC of Restructured Notes Payable (the "Senior Notes"); 913,781.5 shares of Redeemable Convertible Preferred Shares (the "Preferred Shares"); and 207,983.5 Common Shares and (ii) to Pruco of Senior Notes; 2,082,223.5 Preferred Shares; and 473,929.7 Common Shares. In October, 1995, Pruco transferred ownership of all of its Common and Preferred shares of the Issuer to Gateway Recovery Trust, a Delaware business trust ("Gateway"). PIC is the asset manager and principal beneficiary of Gateway. Prudential Securities, Inc., a Delaware corporation ("PSI") has acquired 438 Common Shares in connection with its ordinary course investment activities. PSI is an indirect wholly owned subsidiary of PIC. ITEM 4. PURPOSE OF TRANSACTION. PIC, Pruco and PSI acquired their Common Shares in the Issuer in the manner specified in Item 3. Subsequent to the acquisition by PIC and Pruco, PIC, on behalf of itself and Pruco, filed a transaction statement on Schedule 13G reporting ownership of their Common Shares and that they were acquired in the ordinary course of business for investment purposes. Representatives of PIC 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 of the Issuer with, a third party. These discussions may result in a decision by PIC 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 (a) the acquisition by PIC and other creditors and shareholders of the Issuer of all of the outstanding Common Shares they do not currently own either through a negotiated cash merger transaction, a tender offer or another form of business combination and/or (b) the replacement of all or a portion of the Board of Trustees of the Issuer. In addition to the possible actions described in the preceding paragraph, PIC and the other holders of the Issuer's Preferred Shares are entitled to designate one Trustee of the Issuer. PIC has, along with other holders, exercised its rights to designate such a Trustee. Although the foregoing reflects activities presently contemplated by PIC with respect to the Issuer, it is subject to change at any time, and there can be no assurance that PIC 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, PIC has 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) PIC is the beneficial owner of 681,956.2 Common Shares of the Issuer, equal to 14% of the issued and outstanding Common Shares of the Issuer. (b) The number of Common Shares as to which PIC has the sole or shared power to vote and dispose, or direct the disposition, of is disclosed in items 7 through 10 of the Cover Page to this Statement, which items are incorporated herein by reference. (c) There have been no transactions in the Common Shares by PIC within the past 60 days. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. PIC directly holds 207,983.5 of the Common Shares in a separate account. An additional 473,929.7 Common Shares are held by Gateway. PIC is the asset manager and principal beneficiary of Gateway and, in its capacity as asset manager, has the sole power to direct the voting and disposition of the Common Shares held by Gateway. An additional 438 Common Shares are held by PSI. The filing of this statement should not be construed as an admission that PIC is, for the purposes of Sections 13 or 16 of the Securities Exchange Act of 1934, the beneficial owner of the shares held by any entity other than PIC. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. None. DIRECTORS AND EXECUTIVE OFFICERS OF THE PRUDENTIAL INSURANCE COMPANY OF AMERICA DIRECTORS - ---------- Principal Occupation Name Title Address - ---------------------------------------------------------------------------- Franklin E. Agnew Business Consultant One Mellon Bank Center Suite 2120 Pittsburgh, PA 15219 Frederic K. Becke President Wilentz Goldman & Spitzer 90 Woodbridge Center Drive Suite 900 Woodbridge, NJ 07095 William W. Boeschenstein Former Chairman & CEO Owens-Corning Fiberglas Corporation One Seagate, Suite 1530 Toledo, OH 43604 Lisle C. Carter, Jr. Former Senior The Prudential Insurance Vice President Company of America and General Counsel, Prudential Plaza United Way of America 751 Broad Street Newark, NJ 07102-3777 James G. Cullen Vice Chairman Bell Atlantic Corp. 1310 North Court House Road, 11th Floor Arlington, VA 22201 Carolyne K. Davis Health Care Advisor Ernst & Young 1225 Connecticut Avenue, NW Washington, DC 20036 Roger A. Enrico Chief Executive Officer PepsiCo 14841 North Dallas Parkway Dallas, TX 75240 Allan D. Gilmour Former Vice Chairman, The Prudential Insurance Ford Motor Company Company of America 751 Broad Street Newark, NJ 07102-3777 William H. Gray III President and CEO United Negro College Fund, Inc. 8260 Willow Oaks Corp. Drive P.O. Box 10444 Fairfax, VA 22031-4511 Jon F. Hanson Chairman Hampshire Management Company 235 Moore Street, Suite 200 Hackensack, NJ 07601 Constance J. Horner Guest Scholar The Brookings Institution 1775 Massachusetts Avenue, NW Washington, DC 20036-2188 Allen F. Jacobson Former Chairman and CEO Minnesota Mining & Manufacturing (3M) 3050 Minnesota World Trade Center 30 Seventh Street East St. Paul, MN 55101-4901 Burton G. Malkiel Professor Princeton University Dept. of Economics 110 Fisher Hall Prospect Avenue Princeton, NJ 08544-1021 Arthur F. Ryan Chairman, CEO The Prudential Insurance and President Company of America 751 Broad Street Newark, NJ 07102 Charles R. Sitter Former President Exxon Corporation 225 East John W. Carpenter Freeway Irving, TX 75602 Donald L. Staheli Chairman and CEO Continental Grain Company 277 Park Avenue New York, NY 10172 Richard M. Thomson Chairman and CEO The Toronto-Dominion Bank P.O. Box 1 Toronto-Dominion Centre Toronto, Ontario Canada M5K 1A2 James A. Unruh Chairman and CEO Unisys Corporation Township Line and Union Meeting Roads P.O. Box 500 Blue Bell, PA 19424-0001 P. Roy Vagelos, M.D. Former Chairman and CEO Merck & Co., Inc. One Crossroads Drive Building A, 3rd Floor Bedminster, NJ 07921 Stanley C. Van Ness, Esq. Counselor at Law Picco Herbert Kennedy One State Street Square Suite 1000 Trenton, NJ 08607-1388 Paul A. Volcker Chairman and CEO Wolfensohn & Co., Inc. 599 Lexington Avenue New York, NY 10022 Joseph H. Williams Director The Williams Companies, Inc. One Williams Center Tulsa, OK 74172 EXECUTIVE OFFICERS - ------------------ Arthur F. Ryan Chairman of the Board, The Prudential Insurance Chief Executive Company of America Officer and President Prudential Plaza 751 Broad Street Newark, NJ 07102-3777 E. Michael Caulfield Chief Executive The Prudential Insurance Officer, Money Company of America Management Group Prudential Plaza 751 Broad Street Newark, NJ 07102-3777 Mark B. Grier Chief Financial The Prudential Insurance Officer Company of America Prudential Plaza 751 Broad Street Newark, NJ 07102-3777 Rodger A. Lawson Executive Vice The Prudential Insurance President, Marketing Company of America and Planning Prudential Plaza 751 Broad Street Newark, NJ 07102-3777 John V. Scicutella Operations and The Prudential Insurance Systems Company of America Executive Officer Prudential Plaza 751 Broad Street Newark, NJ 07102-3777 William F. Yelverton Chief Executive The Prudential Insurance Officer, Individual Company of America Insurance Group Prudential America 751 Broad Street Newark, NJ 07102-3777
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. January 29, 1997 THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: __/s/__RICHARD T. GREENWOOD____ Name: Richard T. Greenwood Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----