-----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, Q2BshiFJlSm889gaPZpu0XNxto6ZMkIqtqrGzq2tej0d0kMOpewuWD/pc0uHlg1v KQTfsEn6qyvXe6Oc2NnXlg== 0000912057-97-032524.txt : 19971003 0000912057-97-032524.hdr.sgml : 19971003 ACCESSION NUMBER: 0000912057-97-032524 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971002 SROS: NASD GROUP MEMBERS: OAKTREE CAPITAL MANAGEMENT, LLC GROUP MEMBERS: OCM REAL ESTATE OPPORTUNITIES FUND A, L.P. GROUP MEMBERS: OCM REAL ESTATE OPPORTUNITIES FUND B, L.P. GROUP MEMBERS: ROBERT A. DAY GROUP MEMBERS: TCW ASSET MANAGEMENT COMPANY GROUP MEMBERS: TCW GROUP INC GROUP MEMBERS: TCW SPECIAL CREDITS GROUP MEMBERS: TCW SPECIAL CREDITS FUND IV GROUP MEMBERS: TCW SPECIAL CREDITS PLUS FUND GROUP MEMBERS: TCW SPECIAL CREDITS TRUST IV GROUP MEMBERS: TCW SPECIAL CREDITS TRUST IVA GROUP MEMBERS: THE PRUDENTIAL INSURANCE COMPANY OF AMERICA GROUP MEMBERS: TRUST COMPANY OF THE WEST 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/A SEC ACT: SEC FILE NUMBER: 005-43455 FILM NUMBER: 97690125 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: TCW GROUP INC CENTRAL INDEX KEY: 0000850401 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A 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/A 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (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) 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 James Evert Assistant General Counsel The Prudential Insurance Company of America, Inc. Four Embarcadero Center, Suite 2700 San Francisco, California 94111 Kenneth Liang Managing Director and General Counsel Oaktree Capital Management, LLC 550 South Hope Street, 22nd Floor Los Angeles, CA 90071 (213) 614-0900 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 11, 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. [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) [X] (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 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 SHARED 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) [X] (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 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 SHARED 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) [X] (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 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 SHARED 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) [X] (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 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 SHARED 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) [X] (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 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 SHARED 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) 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) [X] (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 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 SHARED 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) [X] (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 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 SHARED 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 6.9% 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) [X] (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 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 SHARED 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) [X] (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 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 SHARED 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 1 NAME OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS OAKTREE CAPITAL MANAGEMENT, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS(1) Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION California NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED 784,200 BY REPORTING PERSON WITH 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 784,200 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 784,200 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 16.1% 14 TYPE OF REPORTING PERSON IA; 00 *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATIION 1 NAME OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS OCM REAL ESTATE OPPORTUNITIES FUND A, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS(1) Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED 258,786 BY REPORTING PERSON WITH 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 258,786 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 258,786 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.3% 14 TYPE OF REPORTING PERSON IA; 00 *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 1 NAME OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS OCM REAL ESTATE OPPORTUNITIES FUND B, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS(1) Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED 446,994 BY REPORTING PERSON WITH 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 446,994 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 446,994 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 9.2% 14 TYPE OF REPORTING PERSON IA; 00 *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 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) [X] (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 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; (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; (8) The Prudential Insurance Company of America, a New Jersey corporation ("PIC"); (9) Oaktree Capital Management, LLC, a California limited liability company ("Oaktree"), general partner of the Real Estate Fund A and the Real Estate Fund B; (10) OCM Real Estate Opportunities Fund A, L.P., a Delaware limited partnership of which Oaktree is the general partner ("Real Estate Fund A"); and (11) OCM Real Estate Opportunities Fund B, L.P., a Delaware limited partnership of which Oaktree is the general partner ("Real Estate Fund B" and together with Real Estate Fund A, the "Oaktree Entities"). 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. 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. Oaktree is the general partner of the Real Estate Fund A and the Real Estate Fund B. The principal business of Oaktree is to provide investment advice and management services to institutional and individual investors. The Real Estate Fund A and the Real Estate Fund B are investment partnerships which invest in mortgages, real estate-related securities and fee interests in real estate. Oaktree is also the investment manager of a third party account (the "Oaktree Account") which invests in securities similar to those in which the Oaktree Entities invest. The address of the principal business and principal office for the Oaktree Entities is 550 South Hope Street, Suite 2200, Los Angeles, California 90071. 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. (ii) 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 II 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. (iii) 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 Director Michael E. Cahill Managing Director, General Counsel & Secretary David K. Sandie Managing Director, Chief Financial Officer & Assistant Secretary (iv) 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 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. (vi) The members and executive officers of Oaktree, the general partner of the Real Estate Fund A and the Real Estate Fund B, and the investment manager of the Oaktree Account are listed below. The principal address for each member and executive officer of Oaktree and each Portfolio Manager of the Real Estate Fund is 550 S. Hope Street, Los Angeles, California 90071. All individuals listed below are citizens of the United States of America. Executive Officers and Members - ------------------------------ Howard S. Marks Chairman and Principal Bruce A. Karsh President and Principal Sheldon M. Stone Principal David Richard Masson Principal Larry W. Keele Principal Stephen A. Kaplan Principal Russel S. Bernard Principal David Kirchheimer Managing Director and Chief Financial and Administrative Officer Kenneth Liang Managing Director and General Counsel Portfolio Managers - ------------------------- Russel S. Bernard Principal Bruce A. Karsh President and Principal (d)-(e) During the last five years, neither TCWG, TCW, TAMCO, the Special Credits Entities, the Special Credits Account, Oaktree, the Real Estate Fund A, the Real Estate Fund B, the Oaktree 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. 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. On September 11, 1997, Real Estate Fund A, Real Estate Fund B and the Oaktree Account acquired, respectively, 225,031, 388,690 and 68,191 shares of the Issuer's Common Stock, along with 8.5% Senior Secured Notes and Convertible Preferred Stock of the Issuer. The aggregate consideration attributable to Common Stock in the transaction was $.01 On September 26, 1997, Real Estate Fund A, Real Estate Fund B and the Oaktree Account acquired, respectively, 33,755, 58,304 and 10,229 shares of the Issuer's Common Stock, along with 8.5% Senior Secured Notes and Convertible Preferred Stock of the Issuer. The aggregate consideration attributable to Common Stock in the transaction was $.01. ITEM 4. PURPOSE OF TRANSACTION. The Issuer's Convertible Preferred Stock cannot convert to Common Stock of the Issuer within the next 60 days. a) Representatives of the TCW Related Entities and 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 with, a third party. As a result of such discussions, on March 20, 1997, the TCW Related Entities decided to pursue, in cooperation with PIC, the replacement of a portion of the Board of Trustees of the Issuer, at the annual meeting of the shareholders. On March 20, 1997, the TCW Related Entities and PIC delivered a letter to the counsel of the Issuer indicating that they (i) intended to nominate a slate of trustees at the annual meeting of shareholders of the Issuer on May 30, 1997 consisting of Mr. Richard Masson, Mr. Bruce A. Karsh, Mr. Carson R. McKissick and Mr. Matthew L. Witte; (ii) had no intention and did not authorize the Issuer to solicit proxies in connection with their slate of nominees; and (iii) advised the Issuer to avoid the expense and delay of an election by having the current trustees resign and appoint the slate of trustees proposed by the TCW Related Entities and PIC appointed in the place of the current trustees. The trustees of the Issuer did not resign and the board of trustees of the Issuer recommended, in proxy materials submitted to the shareholders of the Issuer with respect to the annual meeting, that the shareholders of the Issuer elect a slate of trustees proposed by the Issuer rather than the slate proposed by the TCW Related Entities and PIC. At the annual meeting of shareholders on May 30, 1997, each of the TCW Related Entities and PIC voted all of their shares of common stock of the Issuer to elect Messrs. Masson, Karsh, McKissick and Witte and each of such individuals was elected as a trustee of the Issuer. In addition, the TCW Related Entities, PIC 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, are entitled to designate one Trustee. On January 24, 1997, the TCW Related Entities and PIC exercised their rights to designate such a Trustee by designating Roger Snell as such Trustee. At the annual meeting of the shareholders on May 30, 1997, Mr. Snell was elected as a Trustee of the Issuer by the holders of a majority of the outstanding shares of Preferred Stock of the Issuer. Following the annual meeting of shareholders, the newly-elected board of trustees of the Issuer appointed Mr. Snell as the Registrants' new Chairman, Chief Executive Officer and President. The Preferred Shares are not convertible as of the date hereof or within 60 days hereof. The TCW Related Entities and PIC have entered into a letter agreement whereby (i) PIC intends to nominate a trustee to be elected to the board of trustees of the Issuer, and (ii) the TCW Related Entities have agreed to vote their Common Shares in favor of a trustee nominated by PIC. Although not a party to the letter agreement, the Oaktree Entities have indicated that they intend to vote their Common Shares in favor of the trustee nominated by PIC. The TCW Related Entities, the Oaktree Entities, and PIC 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, each of the TCW Related Entities, the Oaktree Entities, and PIC 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, the Oaktree Entities, or PIC 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. Each of the TCW Related Entities, the Oaktree Entities, and PIC 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 TCW Related Entities, the Oaktree Entities, and/or 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) 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 6.9% 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 65,688 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. The Real Estate Fund A beneficially owns 258,786 shares of the Issuer's Common Shares which is approximately 5.3% of the Issuer's outstanding Common Shares. The Real Estate Fund B beneficially owns 446,994 shares of the Issuer's Common Shares which is approximately 9.2% of the Issuer's outstanding Common Shares. The Oaktree Account beneficially owns 78,420 shares of the Issuer's Common Shares which is approximately 1.2% of the Issuer's Common Shares. Oaktree, as general partner of the Real Estate Fund A, the Real Estate Fund B and investment manager of 78,420 shares held by the Oaktree Account, may be deemed to beneficially own the Issuer's Common Shares held by the Real Estate Fund A, the Real Estate Fund B and the Oaktree Account, all of which constitutes 784,200 shares or approximately 16.1% of the Issuer's outstanding Common Shares. 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) 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 sole 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 sole 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 sole 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 the sole power to vote and dispose, all of which constitutes 1,094,469 shares of the Issuer's Common Shares. Oaktree, as the sole general partner of the Real Estate Fund A, the Real Estate Fund B and investment manager of the Oaktree Account, has discretionary authority and control over all of the assets of the Real Estate Fund A, the Real Estate Fund B and the Oaktree Account, 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 Real Estate Fund A, the Real Estate Fund B and the Oaktree Account. Therefore, Oaktree has the sole power to vote and dispose of 784,200 of the Issuer's Common Shares. PIC has the sole power to vote and dispose, or direct the disposition, of 682,539 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. None of the Oaktree 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. 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) 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 Securities for which each of TCWG and any of the other TCW Related Entities has sole voting power. 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. Oaktree has the sole right to receive and the sole power to direct the receipt of dividends from, and the proceeds of sale of, any of the Securities for which any of the Oaktree Entities has sole voting power. (e) Not applicable ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The TCW Entities and PIC have entered into an agreement pursuant to which the TCW Entities have agreed that at such time as PIC identifies an individual to serve as a trustee on the board of trustees of the Issuer, the TCW Entities shall (i) use commercially reasonable efforts to cause a trustee of the Issuer nominated the TCW Entities to resign and (ii) vote all of the shares of common stock held by the TCW 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 a party to the letter agreement, the Oaktree Entities have indicated that they intend to vote their Common Shares in favor of the trustee nominated by PIC. 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. 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. 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 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: 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 III: 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 IV: Letter Agreement between TCW Entities and PIC, dated as of May 30, 1997. 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 1st of October, 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 OAKTREE CAPITAL MANAGEMENT, LLC By:__/s/____Kenneth Liang_____ Kenneth Liang Managing Director and General Counsel OCM REAL ESTATE OPPORTUNITIES FUND A, L.P. By:__/s/____Kenneth Liang_____ Kenneth Liang Managing Director of Oaktree Capital Management, LLC, the General Partner of OCM Real Estate Opportunities Fund A, L.P. OCM REAL ESTATE OPPORTUNITIES FUND B, L.P. By:__/s/____KENNETH LIANG_____ Kenneth Liang Managing Director of Oaktree Capital Management, LLC, the General Partner of OCM Real Estate Opportunities Fund B, L.P. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By:__/s/__PAUL MEIRING____ Paul Meiring Vice President SCHEDULE I DIRECTOR 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 SCHEDULE II 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. Hills 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 William C. Edwards GTE Corporation Partner One Stamford Forum Bryan & Edwards Stamford, CT 06904 300 Sand Hill Road, Suite 190 Menlo Park, CA 94025 Edfred L. Shannon, Jr. Investor/Rancher Ernest O. Ellison 1000 S. Fremont Ave. Vice Chairman Alhambra, CA 91802 Trust Company of the West 865 S. Figueroa Street, Suite 1800 Robert G. Sims Los Angeles, CA 90017 Private Investor 11828 Rancho Bernardo Box 1236 San Diego, CA 92128 Marc I. Stern President The TCW Group, Inc. 865 S. Figueroa St., Ste. 1800 Los Angeles, CA 90017 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 inaccurate. Dated: October 1, 1997 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 JOINT FILING AGREEMENT The undersigned acknowledges and agrees that the foregoing statement on Schedule 13D is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning 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 inaccurate. Dated: October 2, 1997 THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: __/s/ Paul Meiring__ Paul Meiring Vice President EXHIBIT III JOINT FILING AGREEMENT The undersigned acknowledges and agrees that the foregoing statement on Schedule 13D is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning 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 inaccurate. Dated as of the 1st of October, 1997 OAKTREE CAPITAL MANAGEMENT, LLC - ------------------------------------ Kenneth Liang Managing Director and General Counsel OCM REAL ESTATE OPPORTUNITIES FUND A, L.P. - ------------------------------------ Kenneth Liang Managing Director and General Counsel of Oaktree Capital Management, LLC, the General Partner of OCM Real Estate Opportunities Fund [A][B], L.P. OCM REAL ESTATE OPPORTUNITIES FUND B, L.P. - ------------------------------------ Kenneth Liang Managing Director and General Counsel of Oaktree Capital Management, LLC, the General Partner of OCM Real Estate Opportunities Fund [A][B], L.P. EXHIBIT IV [LETTERHEAD] May 30, 1997 TCW Special Credits Fund IV TCW Special Credits Plus Fund TCW Special Credits Trust IV TCW Special Credits Trust IVA c/o The TCW Group, Inc. 865 South Figueroa Street, Suite 1800 Los Angeles, California 90017 Re: THE PEREGRINE REAL ESTATE TRUST ------------------------------- Ladies and Gentlemen: In connection with our decision to cooperate with TCW Special Credits Fund IV, TCW Special Credits Plus Fund, TCW Special Credits Trust IV and TCW Special Credits Trust IVA (the "TCW Entities") to pursue the replacement of a portion of the Board of Trustees of The Peregrine Real Estate Trust, a California real estate investment trust (the "Trust"), the TCW Entities have indicated to The Prudential Insurance Company of America ("PIC") their willingness to vote shares of the Trust held by the TCW Entities to elect a member of the Board of Trustees that is designated by PIC. As you know, PIC has not yet identified an individual to serve as PIC's nominee to the Board of Trustees. Your signature in the space provided below will constitute your agreement to use all commercially reasonable efforts to cause a member of the Board of Trustees of the Trust that has been designated by the TCW Entities to resign and to vote shares of the Trust held by you, or cause the Board of Trustees to take all necessary action to, elect an individual nominated by PIC to the Board of Trustees of the Trust promptly following receipt by the TCW Entities of written notice form PIC that PIC has selected its representative to the Board of Trustees. This Agreement shall be effective as to one exercise of such notice so long as such exercise occurs within the next three years; provided, however, that if following election of the PIC representative such representative shall resign from or otherwise cease to serve on the Trust's Board of Trustees prior to the next meeting of the common shareholders of the Trust at which Trustees are elected, you shall you use all commercially reasonable efforts to cause the Board of Trustees to take all necessary action to elect as the successor Trustee an individual nominated by PIC. Very truly yours, THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /s/ RICHARD T. GREENWOOD ------------------------- Richard T. Greenwood Its: Vice President May 30, 1997 Page 2 Acknowledge and Agreed this 30th day of May, 1997. TCW SPECIAL CREDITS FUND IV By: TCW SPECIAL CREDITS Its: General Partner By: TCW ASSET MANAGEMENT CO. Its: Managing Partner By: /s/ Bruce Karsh ------------------------ Authorized Signature By: /s/ Richard Masson ------------------------ Authorized Signature TCW SPECIAL CREDITS PLUS FUND By: TCW SPECIAL CREDITS Its: General Partner By: TCW ASSET MANAGEMENT CO. Its: Managing Partner By: /s/ Bruce Karsh ------------------------ Authorized Signature By: /s/ Richard Masson ------------------------ Authorized Signature TCW SPECIAL CREDITS TRUST IV By: TRUST COMPANY OF THE WEST Its: Trustee By: TCW ASSET MANAGEMENT CO. Its: Investment Manager By: /s/ Bruce Karsh -------------------------- Authorized Signature By: /s/ Richard Masson -------------------------- Authorized Signature TCW SPECIAL CREDITS TRUST IVA By: TRUST COMPANY OF THE WEST Its: Trustee By: TCW ASSET MANAGEMENT CO. Its: Investment Manager By: /s/ Bruce Karsh -------------------------- Authorized Signature By: /s/ Richard Masson -------------------------- Authorized Signature -----END PRIVACY-ENHANCED MESSAGE-----