-----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, LIlTc9o3OQ0wi4H3xO3PsfsEvNpg3QypxyaFHznqANom/cCTUU3DO5X5KQE6ADsX GeEg73FxyAcizgcozDiAgA== 0000912057-00-055184.txt : 20010101 0000912057-00-055184.hdr.sgml : 20010101 ACCESSION NUMBER: 0000912057-00-055184 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001229 GROUP MEMBERS: GATEWAY RECOVERY TRUST GROUP MEMBERS: PRUDENTIAL INSURANCE CO OF AMERICA GROUP MEMBERS: PRUDENTIAL INSURANCE COMPANY OF AMERICA 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: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-43455 FILM NUMBER: 798909 BUSINESS ADDRESS: STREET 1: 1300 ETHAN WAY, STE 200 CITY: SACRAMENTO STATE: CA ZIP: 95825 BUSINESS PHONE: 9169298244 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/A BUSINESS ADDRESS: STREET 1: PRUDENTIAL PLZ STREET 2: 751 BROAD STREET CITY: NEWARK STATE: NJ ZIP: 07102-3777 BUSINESS PHONE: 9738024284 MAIL ADDRESS: STREET 1: 751 BROAD STREET CITY: NEWARK STATE: NJ ZIP: 07102 SC 13D/A 1 a2025746zsc13da.txt SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d - 101) Information To Be Included In Statements Filed Pursuant To Rule 13d-1(a) And Amendments Thereto Filed Pursuant To Rule 13d-2(a) (Amendment No. 3)(1) THE PEREGRINE REAL ESTATE TRUST (Name of Issuer) COMMON SHARES OF BENEFICIAL INTEREST (Title of Class of Securities) 713662013 (CUSIP Number) James Evert Assistant General Counsel The Prudential Insurance Company of America Four Embarcadero Center, Suite 2700 San Francisco, California 94111 December 29, 2000 (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box / /. NOTE. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. SEE Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 12 Pages) - ---------- (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. The information required on 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). CUSIP NO. 713662013 13D Page 1 of 2 Pages 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) THE PRUDENTIAL INSURANCE COMPANY OF AMERICA 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 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 7 SOLE VOTING POWER 5,387,989 NUMBER OF SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON WITH 0 9 SOLE DISPOSITIVE POWER 5,387,989 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,387,989 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.9% 14 TYPE OF REPORTING PERSON* BD, IC, IA - ---------- *SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP NO. 713662013 13D Page 2 of 2 Pages 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GATEWAY RECOVERY TRUST 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 7 SOLE VOTING POWER 3,744,653 NUMBER OF SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON WITH 0 9 SOLE DISPOSITIVE POWER 3,744,653 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,744,653 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.6% 14 TYPE OF REPORTING PERSON* OO - ---------- *SEE INSTRUCTIONS BEFORE FILLING OUT 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, d.b.a. WinShip Properties (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 Prudential Insurance Company of America, a New Jersey corporation ("Prudential"). (2) The Gateway Recovery Trust, a Delaware Business Trust ("Gateway"). Prudential is a New Jersey corporation. Prudential is an insurance and financial services company. The address of Prudential is Prudential Plaza, 751 Broad Street, Newark, New Jersey 07102-3777. Gateway is a Delaware business trust which owns debt and equity securities. Prudential is the asset manager and principal beneficiary of Gateway. The address of Gateway is Four Gateway Center, 9th Floor, Newark, New Jersey 07102. (a)-(c) & (f) (i) The executive officers of Prudential are listed below. The principal business address for each executive officer is Prudential Plaza, 751 Broad Street, Newark, New Jersey 07102-3777. Each executive officer is a citizen of the United States of America unless otherwise specified below: EXECUTIVE OFFICERS Arthur F. Ryan Chairman of the Board, Chief Executive Officer and President Vivian L. Banta Executive Vice President, Individual Financial Services Michele S. Darling Executive Vice President, Corporate Governance and Human Resources (Canadian Citizen) Robert C. Golden Executive Vice President, Operations & Systems Mark B. Grier Executive Vice President, Financial Management Jean D. Hamilton Executive Vice President, Institutional Rodger A. Lawson Executive Vice President, International Investment and Global Marketing Communications Kiyofumi Sakaguchi Executive Vice President, International Insurance John R. Strangfeld, Jr. Executive Vice President, Global Asset Management Richard J. Carbone Senior Vice President and Chief Financial Officer John M. Liftin Senior Vice President and General Counsel Schedule I attached hereto and incorporated herein sets forth with respect to each director of Prudential 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. Prudential is the asset manager of Gateway and, as such, has discretion to make substantially all decisions with respect to the debt and equity securities owned by Gateway. In addition, Prudential is the principal beneficiary of Gateway. Prudential's executive officers and directors are as set forth elsewhere herein. The sole trustee of Gateway is Chase Manhattan Bank Delaware. The address of Chase Manhattan Bank Delaware is 1201 Market Street, Wilmington, Delaware 19801. (d)-(e) During the last five years, neither Prudential, Gateway nor, to the best of their knowledge, any of their respective executive officers, trustees or directors (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 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Not applicable. ITEM 4. PURPOSE OF TRANSACTION. On September 1, 2000, a special committee of the board of trustees approved a merger of the Issuer with and into an entity that will be wholly-owned by Prudential and Gateway (collectively, the "Prudential Entities"), each of Oaktree Capital Management, LLC as investment manager of Gryphon Domestic VII, LLC Separate Account ("Oaktree"), OCM Real Estate Opportunities Fund A, L.P. ("Real Estate Fund A") and OCM Real Estate Opportunities Fund B, L.P. (together with Oaktree and Real Estate Fund A, the "Oaktree Entities"), TCW Special Credits Fund IV ("Fund IV"), TCW Special Credit Plus Fund ("Plus Fund"), TCW Special Credits Trust IV ("Trust IV"), TCW Special Credits Trust IVA ("Trust IVA") and TCW Special Credits, as investment manager of the Weyerhaeuser Company Master Retirement Trust Separate Account and (together with Fund IV, Plus Fund, Trust IV and Trust IVA, the "TCW Related Entities"). Each such party had previously executed a shareholders agreement (the "Shareholders Agreement") agreeing to contribute the shares of beneficial interest of the Issuer held by such entity to a newly-formed entity that will be wholly-owned by the Oaktree Entities, the TCW Related Entities and the Prudential Entities ("Newco") and to vote in favor of a merger (the "Merger") between the Issuer and Newco pursuant to which each holder of Common Shares other than Newco will receive cash consideration and following which the Issuer will be eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act of 1934, as amended. Following the contribution of shares of beneficial interest of the Issuer by the Prudential Entities, the Oaktree Entities and the TCW Entities, the Prudential Entities will own approximately 27% of the shares of beneficial interest of Newco. Pursuant to such agreement, on December 20, 2000, the Prudential Entities, the Oaktree Entities and the TCW Related Entities executed a written consent approving the Merger. As a result of the Merger, each shareholder of the Issuer other than Newco will receive cash consideration in an amount equal to $.59 per share. The filing of this statement should not be construed as an admission that the Prudential Entities are, for purposes of Section 13, a member of a group or the beneficial owner of shares held by any person other than the Prudential Entities, and the Prudential Entities expressly disclaim being members of a group with the Oaktree Entities and/or the TCW Related Entities. The Prudential 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 Prudential Entities may, from time to time, retain or sell all or a portion of its 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 Prudential 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. The Prudential Entities plan to continue to review various alternatives available to enhance the value of the Issuer and its assets and engage in discussions with other creditors and shareholders of the Issuer regarding such alternatives. Such review and discussions may result in a decision by the Prudential Entities to pursue in cooperation with the Issuer and/or other creditors and shareholders of the Issuer one or more restructuring options. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Prudential directly holds 1,643,336 shares of the Issuer's Common Shares in a separate account and may be deemed to beneficially own an additional 3,744,653 shares of the Issuer's Common Shares owned by Gateway, for a total of 5,387,989 Common Shares or approximately 23.9% of the Issuer's outstanding Common Shares. Gateway beneficially owns 3,744,653 of the Issuer's Common Shares or approximately 16.6% of the Issuer's outstanding Common Shares. (b) Prudential has the sole power to vote and dispose, or direct the disposition, of 5,387,989 of the Issuer's Common Shares, including the sole power to direct the voting and disposition of Gateway's Common Shares in its capacity as asset manager and principal beneficiary of Gateway. (c) Not applicable. Except as discussed above, neither Prudential, Gateway nor, to the best of their knowledge, any of their respective officers, trustees or directors have effected any other transactions involving the Issuer's Common Shares during the last 60 days. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. On May 26, 2000, the Prudential Entities sold to OCM Real Estate Opportunities Fund II, L.P. $4,281,162.80 in aggregate principal amount of 8.5% Senior Secured Notes due October 1, 2000 issued by the Issuer. In connection with such sale, each of the Oaktree Entities, the TCW Related Entities and the Prudential Entities executed a Shareholders' Agreement pursuant to which each such party agreed to contribute the shares of beneficial interest of the Issuer held by such entity to a newly-formed entity that will be wholly-owned by the Oaktree Entities, the TCW Related Entities and the Prudential Entities and to vote in favor of a merger between the Issuer and Newco pursuant to which each holder of Common Shares other than Newco will receive cash consideration and following which the Issuer will be eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act of 1934, as amended. The initial term of such agreement to contribute Common Shares of the Issuer to Newco and vote in favor of the merger continues until December 31, 2000, and such agreement will continue for successive six month terms unless terminated not less than one month prior to the expiration of the initial term or the applicable successive term. The Oaktree Entities, the TCW Related Entities and the Prudential Entities agreed in the Shareholders' Agreement that if the Oaktree Entities and TCW Related Entities elect to transfer a number of Common Shares equal to 75% or more of the aggregate number of Common Shares held by the Oaktree Entities and TCW Related Entities as of the date of the Shareholders' Agreement to any person other than an affiliate, then the acquiring entity may have the right at its option to simultaneously purchase all of the Common Shares then held by the Prudential Entities. The Prudential Entities also agreed to vote all Common Shares held by the Prudential Entities in favor of any merger, consolidation or similar transaction pursuant to which the Oaktree Entities and the TCW Related Entities would transfer 75% or more of the Common Shares held by such entities if such transaction is voted for by such entities. Each of the Oaktree Entities and TCW Related Entities agreed that the Prudential Entities would have the right to sell a pro rata portion of their Common Shares in the event of the sale by the Oaktree Entities and TCW Related Entities of Common Shares held by such entity except for transfers by such entities that in the aggregate result in a transfer of 25% or less of the Common Shares held by such entities as of the date of the Shareholders' Agreement (in which case all subsequent transfers will be subject to the rights of the Prudential Entities to tag along), sales on a national securities exchange, automated quotation system or over the counter system and certain transfers to partners or affiliates of such entities. Prudential directly holds 1,643,336 of the Common Shares in a separate account. Prudential receives a fee with respect to the Common Shares held in the separate account. Gateway holds an additional 3,744,653 Common Shares. Prudential 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. Prudential, as asset manager of Gateway, receives a fee for managing the assets of Gateway. An additional 495 Common Shares are held by Prudential Securities, Inc., a Delaware corporation and subsidiary of Prudential, in a proprietary account and 46 Common Shares are held by Prudential Securities, Inc. in a discretionary account. Prudential also receives a fee with respect to the Common Shares held in the separate accounts. On May 30, 1997, the TCW Related Entities and Prudential entered into an agreement pursuant to which the TCW Related Entities agreed that at such time as Prudential identified an individual to serve as a trustee on the Board of Trustees of the Issuer, the TCW Related Entities would (i) use commercially reasonable efforts to cause a Trustee of the Issuer nominated by TCW Related Entities to resign and (ii) vote all of the shares of common stock held by the TCW Related Entities, or cause the Board of Trustees of the Issuer to take all necessary action, to elect the individual identified by Prudential to the Board of Trustees of the Issuer. Although not parties to the letter agreement, the Oaktree Entities subsequently indicated that they intended to vote their Common Shares in favor of the trustee nominated by Prudential. At a meeting of the Board of Trustees on October 7, 1997, Michael Joseph was elected to the Board of Trustees as the designee of Prudential. On May 31, 2000, Prudential advised the TCW Related Entities in writing that they are released from their undertakings in the May 30, 1997 agreement. As a result, although Mr. Joseph remains on the Issuer's Board of Trustees he is no longer acting as a designee of Prudential. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS None. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth herein, complete and correct. Dated as of the 22nd day of December 2000. 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 SCHEDULE I DIRECTORS OF THE PRUDENTIAL INSURANCE COMPANY OF AMERICA DIRECTORS Each director is a citizen of the United States of America unless otherwise specified below:
Principal Occupation Name Title Address - ---------------------------- ---------------------- --------------------------- Franklin E. Agnew Business Consultant 600 Grant Street Suite 660 Pittsburgh, PA 15219 Frederic E. Becker President Wilentz Goldman & Spitzer 90 Woodbridge Center Drive Post Office Box 10 Woodbridge, NJ 07095 Gilbert F. Casellas President and COO The Swarthmore Group, Inc. 1646 West Chester Pike Suite 3 West Chester, PA 19382 James G. Cullen President and CEO Bell Telecom Atlantic Corp. 1310 North Court House Road, 11th Floor Arlington, VA 22201 Carolyne K. Davis Retired Independent Ernst & Young Health Care Advisor 1225 Connecticut Avenue, NW Washington, DC 20036 Roger A. Enrico Chairman and CEO PepsiCo 700 Anderson Hill Road Purchase, NY 10577 Allan D. Gilmour Retired Vice Chairman, The Prudential Insurance Ford Motor Company Company of America 751 Broad Street Newark, NJ 07012-3777 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 Glen H. Hiner Chairman and CEO Owens-Corning Corporation One Ownens Corning Parkway Toledo, OH 43659 Constance J. Horner Guest Scholar The Brookings Institution 1775 Massachusetts Avenue, NW Washington, DC 20036-2188 Gaynor N. Kelley Retired Chairman Perkins Elmer Corporation 751 Broad Street, 23rd Floor Newark, NJ 07102 Burton G. Malkiel Professor of Economics Princeton University Dept. of Economics 110 Fisher Hall Prospect Avenue Princeton, NJ 08544-1021 Ida S. Schmertz Consultant 90 Riverside Drive New York, NY 10024 Charles R. Sitter Retired President Exxon Corporation 5959 Las Colinas Boulevard Irving, TX 75039-2298 Donald L. Staheli Retired Chairman and Continental Grain Company CEO 277 Park Avenue New York, NY 10172 Richard M. Thomson Retired Chairman and The Toronto-Dominion Bank CEO 11th Floor TD Tower (Canadian Citizen) Toronto-Dominion Centre Toronto, Ontario Canada M5K 1A2 James A. Unruh Principal Alerion Capital Group, L.L.C. 7600 Doubletree Ranch Road Suite 240 Scottsdale, AZ 95258 P. Roy Vagelos, M.D. Retired Chairman and Merck & Co., Inc. CEO One Crossroads Drive Building A, 3rd Floor Bedminster, NJ 07921 Stanley C. Van Ness, Esq. Partner Herbert, Van Ness, Cayci & Goodell 22 Chambers Street Princeton, NJ 08542 Paul A. Volcker Director and Consultant Wolfensohn & Co., Inc. to various companies 599 Lexington Avenue Former Chairman New York, NY 10022 Joseph H. Williams Director The Williams Companies, Inc. One Williams Center Tulsa, OK 74172
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