SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) March 10, 1999
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THE PEREGRINE REAL ESTATE TRUST
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(Exact Name of Registrant as Specified in Charter)
California 0-9097 94-2255677
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification Number)
1300 Ethan Way, Suite 200, Sacramento, California 95825
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (916) 929-8244
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THE PEREGRINE REAL ESTATE TRUST
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 12, 1999, The Peregrine Real Estate Trust, d.b.a. WinShip
Properties, a California real estate trust (the "Trust") sold (i) an improved
parcel of real property and the building thereon used as a mini storage facility
located at 1435 Sebastopol, Santa Rosa, California to James Ledwith, an
individual, for a gross sales price of $3,625,000 and (ii) an improved parcel of
real property and the building thereon used as a single tenant office facility
located at 3900 Lennane Drive, Sacramento, California to the Parsons Family
Partnership for a gross sales price of $4,800,000. The gross sales price for
each separate sale of property described above was paid to the Trust in cash and
each such price was determined pursuant to arms-length negotiations between the
Trust and each purchaser. Proceeds from the sale of the properties were used to
pay down borrowings outstanding on the New Credit Facility, as described below.
ITEM 5. OTHER EVENTS
On March 10, 1999, the Trust entered into a Loan and Security
Agreement with Fremont Investment & Loan (dated as of February 15, 1999) that
provides the Trust up to $44,000,000 in borrowing capacity under a revolving
line of credit (the "New Credit Facility"). The maximum amount that may be
borrowed under the New Credit Facility is based upon the appraised value of
certain parcels of real estate owned by the Trust. Borrowings under the New
Credit Facility become due and payable on April 1, 2001, but such date may be
extended until April 2, 2003 with the consent of Fremont Investment & Loan.
Principal amounts borrowed under the New Credit Facility bear interest at
8.6% for the first year, then at an interest rate ranging from the six-month
LIBOR plus 350 basis points to LIBOR plus 400 basis points. In connection
with the execution of the New Credit Facility, the Trust entered into a Fifth
Amendment to Second Amended and Restated Note Agreement to permit the Trust
to enter into the New Credit Facility, to release collateral that had
previously secured the Trust's obligations under the Trust's outstanding
senior notes (the "Senior Notes") and to allow interest on the outstanding
Senior Notes to be paid-in-kind rather than in cash if the Trust does not
achieve positive net cash flow in specified periods. The Trust applied
approximately $27,500,000 of borrowings incurred under the New Credit
Facility to repay all amounts outstanding under the Loan and Security
Agreement dated as of December 4, 1997, between the Trust and Fleet Capital
Corporation and $10,000,000 to repay a portion of the amounts outstanding on
the Senior Notes, which are held by entities that are also significant
shareholders of the Trust. Subsequent borrowings under the New Credit
Facility may be applied only to i) capital improvements to certain properties
and improvements securing the New Credit Facility, ii) costs incurred in the
ordinary course in connection with the Trust's acquisition of
income-producing commercial properties for its own account, or iii) certain
payments to the Trust's equity holders. Borrowings under the New Credit
Facility may not be applied for general corporate or working capital
purposes. The New Credit Facility prohibits the Trust from incurring debt
other than specified mortgage indebtedness and permitted refinancing,
indebtedness and restricts the ability of the Trust to incur liens,
distribute assets, and make payments on junior debt, and contains certain
requirements as to compliance with laws by the Trust, inspection of
properties by the lender, leasing of space, environmental matters, insurance,
notices and information required to be given to the Lender under the New
Credit Facility, asbestos operations and maintenance, lead-based paint and
hotel renovations.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibit 10.1.5 Fifth Amendment to Second Amended and Restated
Note Agreement and Consent dated February 15, 1999, by and
among The Peregrine Real Estate Trust, d.b.a. WinShip
Properties, the Noteholders named therein and The Prudential
Insurance Company of America, as Agent for the Noteholders.
Exhibit 10.14 Loan and Security Agreement dated February 15,
1999, by and among The Peregrine Real Estate Trust, d.b.a.
WinShip Properties, and Fremont Investment & Loan.
Exhibit 10.15 Secured Promissory Note dated February 15, 1999,
by and among The Peregrine Real Estate Trust, d.b.a. WinShip
Properties, and Fremont Investment & Loan.
Exhibit 99.1 Press Release dated March 15, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE PEREGRINE REAL ESTATE TRUST
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(Registrant)
Date: March 19, 1999 /s/ Larry Knorr
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(Signature)
Larry Knorr
Vice President, Chief Accounting
Officer and Assistant Secretary
INDEX TO EXHIBITS
Exhibit Number Description
10.1.5 Fifth Amendment to Second Amended and Restated Note Agreement
and Consent dated February 15, 1999, by and among The
Peregrine Real Estate Trust, d.b.a. WinShip Properties, the
Noteholders named therein, and the Prudential Insurance
Company of America, as Agent for the Noteholders.
10.14 Loan and Security Agreement dated February 15, 1999, by and
among The Peregrine Real Estate Trust, d.b.a. WinShip
Properties, and Fremont Investment & Loan.
10.15 Secured Promissory Note dated February 15, 1999, by and among
The Peregrine Real Estate Trust, d.b.a. WinShip Properties,
and Fremont Investment & Loan.
99.1 Press Release dated March 15, 1999.