SC 13D/A 1 a2025747zsc13da.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. 7) (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 Kenneth Liang Managing Director and General Counsel Oaktree Capital Management, LLC 333 South Grand Avenue, 28th Floor Los Angeles, CA 90071 (213) 830-6300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 27, 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 24 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 12 Pages ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) THE TCW GROUP, INC. ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ ------------------------------------------------------------------------------- 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 8,647,723 ------------------------------------ NUMBER OF SHARES 8 SHARED VOTING POWER 0 ------------------------------------ BENEFICIALLY OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 8,647,723 ------------------------------------ 10 SHARED DISPOSITIVE POWER 0 ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,647,723 ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES(1) / / ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 38.3% ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON(1) HC, CO -------------------------------------------------------------------------------

CUSIP NO. 713662013 13D Page 2 of 12 Pages ------------------------------------------------------------------------------- 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) / / (b) /X/ ------------------------------------------------------------------------------- 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 8,647,723 ------------------------------------ NUMBER OF SHARES 8 SHARED VOTING POWER 0 ------------------------------------ BENEFICIALLY OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 8,647,723 ------------------------------------ 10 SHARED DISPOSITIVE POWER 0 ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,647,723 ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES(1) / / ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 38.3% ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON(1) IN, HC -------------------------------------------------------------------------------

CUSIP NO. 713662013 13D Page 3 of 12 Pages ------------------------------------------------------------------------------- 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) / / (b) /X/ ------------------------------------------------------------------------------- 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 2,680,797 ------------------------------------ NUMBER OF SHARES 8 SHARED VOTING POWER 0 ------------------------------------ BENEFICIALLY OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 2,680,797 ------------------------------------ 10 SHARED DISPOSITIVE POWER 0 ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,680,797 ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES(1) / / ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 11.9% ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON(1) CO -------------------------------------------------------------------------------

CUSIP NO. 713662013 13D Page 4 of 12 Pages ------------------------------------------------------------------------------- 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) / / (b) /X/ ------------------------------------------------------------------------------- 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 5,966,926 ------------------------------------ NUMBER OF SHARES 8 SHARED VOTING POWER 0 ------------------------------------ BENEFICIALLY OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 5,966,926 ------------------------------------ 10 SHARED DISPOSITIVE POWER 0 ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,966,926 ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES(1) / / ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 26.5% ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON(1) CO, IA -------------------------------------------------------------------------------

CUSIP NO. 713662013 13D Page 5 of 12 Pages ------------------------------------------------------------------------------- 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) / / (b) /X/ ------------------------------------------------------------------------------- 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 5,966,926 ------------------------------------ NUMBER OF SHARES 8 SHARED VOTING POWER 0 ------------------------------------ BENEFICIALLY OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 5,966,926 ------------------------------------ 10 SHARED DISPOSITIVE POWER 0 ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,966,926 ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES(1) / / ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 26.5% ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON(1) PN, IA -------------------------------------------------------------------------------

CUSIP NO. 713662013 13D Page 6 of 12 Pages ------------------------------------------------------------------------------- 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) / / (b) /X/ ------------------------------------------------------------------------------- 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 2,507,837 ------------------------------------ NUMBER OF SHARES 8 SHARED VOTING POWER 0 ------------------------------------ BENEFICIALLY OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 2,507,837 ------------------------------------ 10 SHARED DISPOSITIVE POWER 0 ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,507,837 ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES(1) / / ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 11.1% ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON(1) PN -------------------------------------------------------------------------------

CUSIP NO. 713662013 13D Page 7 of 12 Pages ------------------------------------------------------------------------------- 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) / / (b) /X/ ------------------------------------------------------------------------------- 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 2,680,795 ------------------------------------ NUMBER OF SHARES 8 SHARED VOTING POWER 0 ------------------------------------ BENEFICIALLY OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 2,680,795 ------------------------------------ 10 SHARED DISPOSITIVE POWER 0 ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,680,795 ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES(1) / / ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 11.9% ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON(1) PN -------------------------------------------------------------------------------

CUSIP NO. 713662013 13D Page 8 of 12 Pages ------------------------------------------------------------------------------- 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) / / (b) /X/ ------------------------------------------------------------------------------- 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 2,161,932 ------------------------------------ NUMBER OF SHARES 8 SHARED VOTING POWER 0 ------------------------------------ BENEFICIALLY OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 2,161,932 ------------------------------------ 10 SHARED DISPOSITIVE POWER 0 ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,161,932 ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES(1) / / ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 9.6% ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON(1) EP,OO -------------------------------------------------------------------------------

CUSIP NO. 713662013 13D Page 9 of 12 Pages ------------------------------------------------------------------------------- 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) / / (b) /X/ ------------------------------------------------------------------------------- 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 518,865 ------------------------------------ NUMBER OF SHARES 8 SHARED VOTING POWER 0 ------------------------------------ BENEFICIALLY OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 518,865 ------------------------------------ 10 SHARED DISPOSITIVE POWER 0 ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 518,865 ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES(1) / / ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 2.3% ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON(1) EP,OO -------------------------------------------------------------------------------

CUSIP NO. 713662013 13D Page 10 of 12 Pages ------------------------------------------------------------------------------- 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) / / (b) /X/ ------------------------------------------------------------------------------- 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 6,196,188 ------------------------------------ NUMBER OF SHARES 8 SHARED VOTING POWER 0 ------------------------------------ BENEFICIALLY OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 6,196,188 ------------------------------------ 10 SHARED DISPOSITIVE POWER 0 ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,196,188 ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES(1) / / ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 27.5% ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON(1) IA; OO -------------------------------------------------------------------------------

CUSIP NO. 713662013 13D Page 11 of 12 Pages ------------------------------------------------------------------------------- 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) / / (b) /X/ ------------------------------------------------------------------------------- 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 DELAWARE ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 2,044,744 ------------------------------------ NUMBER OF SHARES 8 SHARED VOTING POWER 0 ------------------------------------ BENEFICIALLY OWNED BY REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 2,044,744 ------------------------------------ 10 SHARED DISPOSITIVE POWER 0 ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,044,744 ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES(1) / / ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 9.1% ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON(1) PN; OO -------------------------------------------------------------------------------

CUSIP NO. 713662013 13D Page 12 of 12 Pages ------------------------------------------------------------------------------- 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) / / (b) /X/ ------------------------------------------------------------------------------- 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 DELAWARE ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 3,531,825 ------------------------------------ NUMBER OF SHARES 8 SHARED VOTING POWER 0 ------------------------------------ BENEFICIALLY OWNED BY REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 3,531,825 ------------------------------------ 10 SHARED DISPOSITIVE POWER 0 ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,531,825 ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES(1) / / ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 15.7% ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON(1) PN; OO -------------------------------------------------------------------------------

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 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) Oaktree Capital Management, LLC, a California limited liability company ("Oaktree"), general partner of the Real Estate Fund A and the Real Estate Fund B; (9) OCM Real Estate Opportunities Fund A, L.P., a Delaware limited partnership of which Oaktree is the general partner ("Real Estate Fund A"); and (10) 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 to the Special Credits Trusts. TAMCO is an investment adviser and provides investment advice and management services to institutional and individual investors. Special Credits is an investment adviser and 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 (as defined below) 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 (as defined below). 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 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071. (a)-(c) & (f) (i) 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:

Schedule I 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. (ii) 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:

(iii) The executive officers and directors of TAMCO 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 and director is a citizen of the United States of America unless otherwise specified below:

(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. 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. Howard S. Marks Chairman and Principal Oaktree Capital Management, LLC 333 South Grand Avenue 28th Floor Los Angeles, California 90071 Bruce A. Karsh President and Principal Oaktree Capital Management, LLC 333 South Grand Avenue 28th Floor Los Angeles, California 90071 David Richard Masson Principal Oaktree Capital Management, LLC 333 South Grand Avenue 28th Floor Los Angeles, California 90071 Sheldon M. Stone Principal Oaktree Capital Management, LLC 333 South Grand Avenue 28th Floor 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 portfolio managers of the Special Credits Limited Partnership and the Special Credits Account are listed below. The principal address for each portfolio manager is 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071. Each individual is a citizen of the United States of America unless otherwise specified below. PORTFOLIO MANAGERS ------------------ Bruce A. Karsh D. Richard Masson (vii) Oaktree is the investment manager of the Oaktree Account. See information in paragraph (viii) below regarding Oaktree and its members. (viii) 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 of these individuals is 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071. All individuals listed below are citizens of the United States of America.

(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. 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 the Prudential Insurance Company of America ("PIC") and Gateway Recovery Trust ("Gateway", and together with PIC, the "PIC Entities"), each of the Oaktree Entities, the Oaktree Account and the TCW Related Entities ("Newco"). 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 Newco and to vote in favor of a merger between the Issuer and Newco (the "Merger") 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. Pursuant to such agreement, on December 20, 2000 the Oaktree Entities, the Oaktree Account, the TCW Related Entities and the PIC 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 $0.59 per share. In addition, in the merger agreement, the Oaktree Entities, the Oaktree Account, and the TCW Related Entities agreed to exchange all of the outstanding 8.5% Senior Secured Notes due October 1, 2000 (the "Notes") issued by the Issuer and held by the Oaktree Entities and the TCW Entities, respectively, for common shares of beneficial interest in the entity that survives the Merger. The Oaktree Entities and the TCW Related Entities agreed in the Shareholders Agreement that they will not (1) exchange such Notes into Common Shares at an exchange price of less than the greater of (a) $0.50 per share or (b) ten cents ($0.10) per share less than the highest price paid by the Issuer to purchase any Common Share following the date of the Shareholders' Agreement and prior to the date of such exchange of Notes or (2) effect any subsequent exchange of Notes into Common Shares at an exchange price that is less than the exchange price of the first exchange of Notes into Common Shares by the Oaktree Entities and TCW Related Entities. Such agreements relating to the exchange of Notes into Common Shares will terminate at such time, if any, that the PIC Entities terminate the Shareholders' Agreement relating to the contribution of Common Shares to Newco and voting in favor of the Merger. The TCW Related Entities, the Oaktree Entities and the Oaktree Account 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 the Oaktree Account 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 the Oaktree Account 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 the Oaktree Account 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 the Oaktree Account 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. As of the date of this Schedule 13D, Fund IV beneficially owns 2,507,837 shares of the Issuer's Common Shares which is approximately 11.1% of the Issuer's outstanding Common Shares; the Plus Fund beneficially owns 2,680,795 shares of the Issuer's Common Shares which is approximately 11.9% 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 5,966,926 of the Issuer's Common Shares which is approximately 26.5% of the Issuer's outstanding Common Shares. Trust IV beneficially owns 2,161,932 shares of the Issuer's Common Shares which is approximately 9.6% of the Issuer's outstanding Common Shares. Trust IVA beneficially owns 518,865 shares of the Issuer's Common Shares which is approximately 2.3% of the Issuer's outstanding Common Shares; TCW, as the trustee of the Special Credits Trusts, may be deemed to beneficially own 2,680,797 shares of the Issuer's Common Shares which is approximately 11.9% 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 5,966,926 shares or approximately 26.5% 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 8,647,723 shares of the Issuer's Common Shares or approximately 38.3% 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 Issuer's Common Shares reported herein and the filing of this Statement shall not be construed as an admission that any such individuals are 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 and the Special Credits Account, all of which constitutes 8,647,723 shares of the Issuer's Common Shares or approximately 38.3% 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 2,044,744 shares of the Issuer's Common Shares which is approximately 9.1% of the Issuer's outstanding Common Shares. The Real Estate Fund B beneficially owns 3,531,825 shares of the Issuer's Common Shares which is approximately 15.7% of the Issuer's outstanding Common Shares. The Oaktree Account beneficially owns 619,619 shares of the Issuer's Common Shares which is approximately 2.7% 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 619,619 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 6,196,188 shares or approximately 27.5% of the Issuer's outstanding Common Shares. Oaktree and each of the individuals listed in Item 2 disclaims 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 person is the beneficial owner of any securities covered by this statement. (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 5,966,926 of the Issuer's Common Shares. TAMCO, as the managing general partner of Special Credits, also has the power to vote and dispose of the Issuer's Common Shares held by Special Credits referenced above. Therefore, TAMCO has the sole power to vote and dispose of 5,966,926 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 2,680,797 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 8,647,723 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, Oaktree has 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 6,196,188 of the Issuer's Common Shares. Oaktree and each of the individuals listed in Item 2 disclaims 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 person is the beneficial owner of any securities covered by this statement. (c) Not applicable. (d) The investment advisory clients of TCWG and the partners of the various partnerships managed by the TCW Related 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. On May 26, 2000, the PIC 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 PIC 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 PIC 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 PIC 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 PIC Entities. The PIC Entities also agreed to vote all Common Shares held by the PIC 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 PIC 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 PIC 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. 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. As of the date hereof, the letter agreement has been fully performed and Prudential has indicated that it intends to disclaim in writing any further or continuing obligations under the letter agreement. 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. The Special Credits Limited Partnerships and the Special Credits Account have similar investment strategies of investing in financially distressed entities; however, the implementation of these strategies may differ from partnership to partnership and account to account. TCW, as trustee of the Special Credits Trusts, receives a management fee for managing all the assets of Special Credits Trusts. The Special Credits Trusts each have an investment strategy similar to the Special Credits Limited Partnership and Special Credits Account in investing in financially distressed entities. However, the implementation of this strategy may differ from entity to entity and account to account. Oaktree, as general partner of each of the Oaktree Entities, receives a management fee for managing the assets of each of the Oaktree Entities and has a carried interest in each of the Oaktree Entities. Except as otherwise set forth herein, there are no contracts, understandings or relationships (legal or otherwise) among or between any member of the TCW Related Entities, the Special Credits Account, the Oaktree Entities or the Oaktree Account or, to the best of their knowledge, their respective executive officers, directors or general partners or between or among any of such persons with respect to any securities of the Issuer. 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 in this statement is true, complete and correct. Dated as of the 22nd of December 2000. THE TCW GROUP, INC. By: /s/ Lazarus N. Sun -------------------------------------- Lazarus N. Sun, Authorized Signatory TRUST COMPANY OF THE WEST By: /s/ Kenneth Liang -------------------------------------- Kenneth Liang, Authorized Signatory TCW ASSET MANAGEMENT COMPANY By: /s/ Kenneth Liang -------------------------------------- Kenneth Liang, Authorized Signatory TCW SPECIAL CREDITS By: /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 By: /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 By: /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 By: /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 By: /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/ Lazarus N. Sun -------------------------------------- Lazarus N. Sun Under Power of Attorney dated November 6, 2000, on file with Schedule 13G for Retek, Inc. dated November 8, 2000 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 and General Counsel 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 and General Counsel of Oaktree Capital Management, LLC, the General Partner of OCM Real Estate Opportunities Fund B, L.P. SCHEDULE I 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: Mark L. Attanasio Dr. Henry A. Kissinger Group Managing Director Chairman Trust Company of the West Kissinger Associates, Inc. 11100 Santa Monica Blvd., Suite 2000 350 Park Avenue, 26th Floor Los Angeles, CA 90025 New York, NY 10022 Robert A. Day Thomas E. Larkin, Jr. Chairman of the Board Vice Chairman Chairman and Chief Executive Officer Trust Company of the West Trust Company of the West 865 S. Figueroa St., Suite 1800 865 S. Figueroa St. Los Angeles, CA 90017 Los Angeles, CA 90017 Damon P. de Lazlo, Esq. Kenneth L. Lay Chairman of Harwin PLC Chairman and Chief Executive Byron's Chambers Officer A2 Albany, Piccadilly Enron Corp. London W1V 9RD - England 1400 Smith Street (Citizen of United Kingdom) Houston, TX 77002-7369 William C. Edwards Michael T. Masin, Esq. Partner Vice Chairman Bryan & Edwards GTE Corporation 3000 San Hill Road, Suite 190 One Stamford Forum Menlo Park, CA 94025 Stamford, CT 06904 Ernest O. Ellison Edfred L. Shannon, Jr. Vice Chairman Investor/Rancher Trust Company of the West 1000 S. Fremont Ave. 865 S. Figueroa Street, Suite 1800 Alhambra, CA 91802 Los Angeles, CA 90017 Richard N. Foster Robert G. Sims McKinsey & Company Inc. Private Investor 55 E. 52nd Street, 21st Floor 11770 Bernardo Plaza Ct. New York, NY 10022 Suite 108 San Diego, CA 92128 Carla A. Hills Marc I. Stern Hills & Company President 1200 19th Street, N.W. The TCW Group, Inc. 5th Floor 865 S. Figueroa St., Ste. 1800 Washington, D.C. 20036 Los Angeles, CA 90017 Yasuyuki Tayama Managing Director The Yasuda Yusad Fire and Marine Insurance Company, Limited 26-1, Nishi-Shinjuku 1-Chrome, Shinjuku-Ku, Toyko, 160-8338 Japan (Citizen of Japan) James R. Ukropina Partner O'Melveny & Myers 400 South Figueroa St., 15th Floor Los Angeles, CA 90071

PEREGRINE REAL ESTATE TRUST SC 13D/A