-----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, P8pqaNF7ZfHVv3IEsIu4vea7thNk9uvzLvhDfk+iQ2jchrVhSoteBx4KufYvpceX S1H9t9nvdWvl/J7Gz1ThvA== 0000921530-99-000088.txt : 19990505 0000921530-99-000088.hdr.sgml : 19990505 ACCESSION NUMBER: 0000921530-99-000088 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990504 GROUP MEMBERS: JAYHAWK CAPITAL MANAGEMENT LLC GROUP MEMBERS: JAYHAWK INSTITUTIONAL PARTNERS, L.P. GROUP MEMBERS: JAYHAWK INVESTMENTS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WILSHIRE REAL ESTATE INVESTMENT TRUST INC CENTRAL INDEX KEY: 0001048566 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 911851535 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-54067 FILM NUMBER: 99609944 BUSINESS ADDRESS: STREET 1: C/O WILSHIRE FINANCIAL SERVICES GROUP IN STREET 2: 1776 SW MADISON STREET CITY: PORTLAND STATE: OR ZIP: 97205 BUSINESS PHONE: 5032235600 MAIL ADDRESS: STREET 1: C/O WILSHIRE FINANCIAL SERVICES GROUP IN STREET 2: 1776 SW MADISON STREET CITY: PORTLAND STATE: OR ZIP: 97205 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JAYHAWK CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001002078 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 8201 MISSION RD STREET 2: SUITE 110 CITY: PRAIRIE VILLAGE STATE: KS ZIP: 66208 BUSINESS PHONE: 9136422611 MAIL ADDRESS: STREET 1: 8201 MISSION RD STREET 2: SUITE 110 CITY: PRAIRIE VILLAGE STATE: KS ZIP: 66208 SC 13G 1 SC13G RE WILSHIRE REAL ESTATE INVESTMENT TRUST INC SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )* WILSHIRE REAL ESTATE INVESTMENT TRUST INC. _____________________________________________ (Name of Issuer) Common Stock, $0.0001 Par Value _______________________________ (Title of Class of Securities) 971892104 _____________ (CUSIP Number) April 28, 1999 ______________________________________ (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 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). Continued on following page(s) Page 1 of 11 Pages Exhibit Index: Page 9 SCHEDULE 13G CUSIP No. 971892104 Page 2 of 11 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) Jayhawk Investments, L.P. 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 549,800 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 549,800 9 Aggregate Amount Beneficially Owned by Each Reporting Person 549,800 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11 Percent of Class Represented By Amount in Row (9) 4.78% 12 Type of Reporting Person* PN * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 971892104 Page 3 of 11 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) Jayhawk Institutional Partners, L.P. 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 116,800 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 116,800 9 Aggregate Amount Beneficially Owned by Each Reporting Person 116,800 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11 Percent of Class Represented By Amount in Row (9) 1.01% 12 Type of Reporting Person* PN * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 971892104 Page 4 of 11 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) Jayhawk Capital Management, L.L.C. 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 666,600 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 666,600 9 Aggregate Amount Beneficially Owned by Each Reporting Person 666,600 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11 Percent of Class Represented By Amount in Row (9) 5.79% 12 Type of Reporting Person* IA * SEE INSTRUCTIONS BEFORE FILLING OUT! Page 5 of 11 Pages Item 1(a) Name of Issuer: Wilshire Real Estate Investment Trust Inc. (the "Issuer"). Item 1(b) Address of the Issuer's Principal Executive Offices: c/o Wilshire Financial Services Group, Inc. 1776 SW Madison Street Portland, OR 97205 Item 2(a) Name of Person Filing: This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Jayhawk Investments, L.P., a Delaware partnership ("JILP") ii) Jayhawk Institutional Partners, L.P., a Delaware limited partnership ("JIPLP"); and iii) Jayhawk Capital Management, L.L.C., a Delaware limited liability company ("JCM"). This Statement relates to Shares (as defined herein) held for the account of JILP and JIPLP. JCM serves as principal investment manager to JILP and JIPLP and as such, has been granted investment discretion over portfolio investments, including the Shares, held for the accounts of JILP and JIPLP. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of each of JILP, JIPLP and JCM is 8201 Mission Road, Suite 110, Prairie Village, KS 66208. Item 2(c) Citizenship: i) JILP is a Delaware limited partnership; ii) JIPLP is a Delaware limited partnership; and iii) JCM is a Delaware limited liability company. Item 2(d) Title of Class of Securities: Common Stock, $0.0001 par value (the "Shares"). Page 6 of 11 Pages Item 2(e) CUSIP Number: 971892104 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: This Item 3 is not applicable. Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of May 4, 1999, each of the Reporting Persons may be deemed the beneficial owner of the following number of Shares: JILP may be deemed to be the beneficial owner of the 549,800 Shares held for its account. JIPLP may be deemed to be the beneficial owner of the 116,800 Shares held for its account. JCM may be deemed to be the beneficial owner of 549,800 Shares held for the account of JILP and 116,800 Shares held for the account of JIPLP. Item 4(b) Percent of Class: The number of Shares of which JILP may be deemed to be the beneficial owner constitutes approximately 4.78% of the total number of Sharers outstanding. The number of Shares of which JIPLP may be deemed to be the beneficial owner constitutes approximately 1.01% of the total number of Shares outstanding. The number of Shares of which JCM may be deemed to be the beneficial owner constitutes approximately 5.77% of the total number of Shares outstanding. Item 4(c) Number of shares as to which such person has: JILP ---- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 549,800 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 549,800 Page 7 of 11 Pages JIPLP ----- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 116,800 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 116,800 JCM --- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 666,600 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 666,600 Item 5. Ownership of Five Percent or Less of a Class: This Item 5 is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: JCM serves as general partner to both JILP and JIPLP pursuant to limited partnership agreements which provide JCM with the authority to purchase, vote and dispose of securities for JILP and JIPLP. JCM is entitled to fees based on assets under management and special profit allocations based on realized and unrealized gains and losses, if certain conditions are met. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Page 8 of 11 Pages Item 10. Certification: By signing below each signatory certifies that, to the best of his/its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 9 of 11 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: May 4, 1999 JAYHAWK INVESTMENTS, L.P. By: JAYHAWK CAPITAL MANAGEMENT, L.L.C. By: /S/ Josh Selzer --------------------------------------- Name: Josh Selzer Title: Internal Counsel Date: May 4, 1999 JAYHAWK INSTITUTIONAL PARTNERS, L.P. By: JAYHAWK CAPITAL MANAGEMENT, L.L.C. By: /S/ Josh Selzer --------------------------------------- Name: Josh Selzer Title: Internal Counsel Date: May 4, 1999 JAYHAWK CAPITAL MANAGEMENT, L.L.C. By: /S/ Josh Selzer -------------------------------------------- Name: Josh Selzer Title: Internal Counsel Page 10 of 11 Pages EXHIBIT INDEX Page No. -------- A. Joint Filing Agreement dated May 4, 1999 by and among Jayhawk Investments, L.P., Jayhawk Institutional Partners, L.P. and Jayhawk Capital Management, L.L.C............................ 11 EX-99 2 EX-99.A - JOINT FILING AGREEMENT Page 11 of 11 Pages EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Wilshire Real Estate Investment Trust Inc. dated as of May 4, 1999 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of us pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934. Date: May 4, 1999 JAYHAWK INVESTMENTS, L.P. By: JAYHAWK CAPITAL MANAGEMENT, L.L.C. By: /S/ Josh Selzer --------------------------------------- Name: Josh Selzer Title: Internal Counsel Date: May 4, 1999 JAYHAWK INSTITUTIONAL PARTNERS, L.P. By: JAYHAWK CAPITAL MANAGEMENT, L.L.C. By: /S/ Josh Selzer --------------------------------------- Name: Josh Selzer Title: Internal Counsel Date: May 4, 1999 JAYHAWK CAPITAL MANAGEMENT, L.L.C. By: /S/ Josh Selzer -------------------------------------------- Name: Josh Selzer Title: Internal Counsel -----END PRIVACY-ENHANCED MESSAGE-----