-----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, Mn08RWB16RrXp7RVk1mpxNCJFGhCaVkqiySzzz7OuyYv6jgji5WYRY82yLgADoLh izsVtAijwgfGKZEv7hAtTA== 0001047469-97-002095.txt : 19971031 0001047469-97-002095.hdr.sgml : 19971031 ACCESSION NUMBER: 0001047469-97-002095 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971030 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: SEC FILE NUMBER: 005-43455 FILM NUMBER: 97703472 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 BUSINESS ADDRESS: STREET 1: PRUDENTIAL PLZ STREET 2: 751 BROAD STREET CITY: NEWARK STATE: NJ ZIP: 07102-3777 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934(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 October 7, 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 [ ]. 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. - ---------- (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 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 PRUDENTIAL INSURANCE COMPANY OF AMERICA 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS(1) 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 682,539 NUMBER OF SHARES 8 SHARED VOTING POWER 0 BENEFICIALLY OWNED BY REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 682,539 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 682,539 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 14.0% 14 TYPE OF REPORTING PERSON 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. This Statement is filed on behalf of (1) The Prudential Insurance Company of America, a New Jersey corporation ("PIC"). PIC is a New Jersey corporation. PIC is an insurance company. The address of PIC is Prudential Plaza, Newark, New Jersey 07102. (a)-(c) & (f) (i) The executive officers of PIC 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 E. Michael Caulfield Chief Executive Officer, Prudential Investments Michelle S. Darling Executive Vice President, Human Resources Mark B. Grier Chief Financial Officer Rodger A. Lawson Executive Vice President, Marketing and Planning John V. Scicutella Executive Vice President, Operations and Systems Robert Golden Chief Executive Officer, Individual Insurance Group Schedule I attached hereto and incorporated herein sets forth with respect to each director of PIC 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. (d)-(e) During the last five years, neither PIC nor, to the best of the knowledge of PIC, any of the executive officers or directors of PIC, (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 May 30, 1997, certain entities related to The TCW Group, Inc. (the "TCW Related Entities") and PIC entered into an agreement pursuant to which the TCW Related Entities agreed that at such time as PIC identified an individual to serve as 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 the 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 PIC to the Board of Trustees of the Issuer. Although not parties to the letter agreement, certain entities related to Oaktree Capital Management, LLC (the "Oaktree Entities") subsequently indicated that they intended to cause certain of their representiatives who serve on the Issuer's board to vote in favor of the trustee nominated by PIC. On or about October 1, 1997, PIC informed the TCW Related Entities and the Oaktree Entities that PIC had identified Michael Joseph as a prospective member of the Issuer's board. On or about October 7, 1997, Bruce Karsh resigned from the Board of Trustees. At a meeting of the Board of Trustees on October 7, 1997, Michael Joseph was elected to the Board of Trustees. PIC intends to review on a continuing basis its 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, PIC 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 PIC might undertake with respect to the Common Shares will be dependent upon its 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. PIC plans 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 PIC to pursue in cooperation with the Issuer and/or other creditors and shareholders of the Company one or more restructuring options. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) PIC may be deemed to beneficially own 682,539 of the Issuer's Common Shares, which is approximately 14.0% of the Issuer's outstanding Common Shares. (b) PIC has the sole power to vote and dispose, or direct the disposition, of 682,539 of the Issuer's Common Shares. (c) Neither PIC nor, to the best of its knowledge, any of its officers or directors has effected 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 30, 1997, the TCW Related Entities and PIC entered into an agreement pursuant to which the TCW Related Entities agreed that at such time as PIC 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 PIC 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 PIC. At a meeting of the Board of Trustees on October 7, 1997, Michael Joseph was elected to the Board of Trustees. Thus, except as described below, there are no agreements by and between PIC and any other person regarding the transfer or voting of any Common Shares of the Issuer. PIC directly holds approximately 207,983 of the Common Shares in a separate account. An additional approximately 473,930 Common Shares are held by Gateway Recovery Trust, a Delaware Business Trust ("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. PIC, as asset manager of Gateway, receives a fee for managing the assets of Gateway. PIC also receives a fee with respect to the Common Shares held in the separate account. An additional 626 Common Shares are held by Prudential Securities, Inc., a Delaware corporation and subsidiary of PIC. 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 or shares held by PIC in a separate account. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Not applicable 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 24th of October, 1997. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By:__/s/__PAUL MEIRING____ Paul Meiring 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 One Mellon Bank Center Suite 2120 Pittsburgh, PA 15219 Frederic E. Becker President Wilentz Goldman & Spitzer 90 Woodbridge Center Drive Suite 900 Woodbridge, NJ 07095 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 Glen H. Hiner Chairman and CEO Owens-Corning Corporation One Owens Corning Parkway Toledo, OH 45659 Constance J. Horner Guest Scholar The Brookings Institution 1775 Massachusetts Avenue, NW Washington, DC 20036-2188 Gaynor N. Kelley Retired Chairman Perkins Elmer Corporation and CEO 751 Broad Street, 23rd Floor Newark, NJ 07102 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 Ida F.S. Schmertz Principal Investment Strategies International 751 Broad Sreet, 23rd Floor 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 (Canadian Citizen) 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, Counselor at Law Picco Herbert Kennedy Esq. 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 -----END PRIVACY-ENHANCED MESSAGE-----