-----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, Lbw4br8F9CkC/N4bS3k7HNNEpuoNOXligPKm1Qi1OYLkCBLPebNxof+bLuUib8gS njirgoRj67f2HV+UU1qjNA== 0000912057-01-008339.txt : 20010328 0000912057-01-008339.hdr.sgml : 20010328 ACCESSION NUMBER: 0000912057-01-008339 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010327 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: 1579617 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 PLAZA STREET 2: 751 BROAD STREET CITY: NEWARK STATE: NJ ZIP: 07102-3777 BUSINESS PHONE: (973) 802-5037 MAIL ADDRESS: STREET 1: 751 BROAD STREET CITY: NEWARK STATE: NJ ZIP: 07102 SC 13D/A 1 a2042538zsc13da.txt SCHEDULE 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. 4)(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 March 9, 2001 (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 0 NUMBER OF SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON WITH 0 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* 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 0 NUMBER OF SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON WITH 0 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 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 (Japanese Citizen) 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. The Issuer completed its merger (the "Merger") into WinShip Properties ("WinShip") on March 19, 2001. WinShip, which survives the Merger, is 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"). Prior to the Merger, each such party contributed the shares of beneficial interest of the Issuer held by such entity to WinShip and voted in favor of the Merger between the Issuer and WinShip. As a result of the Merger, each shareholder of the Issuer other than Newco received cash consideration in an amount equal to $.59 per share. Following the Merger, the Issuer is eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act of 1934, as amended. 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. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As a result of the Merger, there are no outstanding shares of beneficial interest of the Issuer and Prudential does not beneficially hold any of the Issuer's Common Shares. Gateway does not beneficially own any of the Issuer's Common Shares. (b) Not applicable. (c) Not applicable. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Not applicable 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 26th day of March 2001. 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 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 Arthur F. Ryan Chairman, CEO Prudential Insurance and President Company of America Prudential Plaza 751 Broad Street Newark, NJ 07012-3777 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 Consultant 610 5th Avenue Suite 420 New York, NY 10020-2403
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