UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: 1
Name of Issuer: TRC Companies, Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 872-625-108
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Sven B. Karlen, Jr., Grandview Partners, L.P., Two International
Place, 24th Floor, Boston, MA 02110 (617) 856-8877
(Date of Event which Requires Filing of this Statement)
October 9, 1998
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 [ ].
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.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 872-625-108
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Sven B. Karlen, Jr.
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Source of Funds
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
USA
Number of Shares Beneficially Owned by Each Reporting Person
with:
7. Sole Voting Power:
0
8. Shared Voting Power:
0
9. Sole Dispositive Power:
0
10. Shared Dispositive Power:
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
2
<PAGE>
13. Percent of Class Represented by Amount in Row (11)
0%
14. Type of Reporting Person
IN
3
<PAGE>
CUSIP No. 872-625-108
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Grandview Partners, L.P.
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned by Each Reporting Person
with:
7. Sole Voting Power:
0
8. Shared Voting Power:
0
9. Sole Dispositive Power:
0
10. Shared Dispositive Power:
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
4
<PAGE>
13. Percent of Class Represented by Amount in Row (11)
0%
14. Type of Reporting Person
PN
5
<PAGE>
The purpose of this Amendment No. 1 to the previously
filed Schedule 13D is to report that Grandview Partners,
L.P. (the "Partnership") and Sven B. Karlen, Jr.
(together, the "Reporting Persons") are no longer
greater than five percent beneficial owners in the
common stock (the "Shares") of TRC Companies, Inc. ("the
Issuer").
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
This statement is being filed on behalf of the
Partnership and Mr. Karlen. Mr. Karlen is the sole
general partner of the Partnership, is the sole managing
general partner of Svenvest Partners, L.P. and exercises
investment discretion over a managed account. The
address of the Partnership and Mr. Karlen is Two
International Place, 24th Floor, Boston, Massachusetts,
02110.
Neither of the Reporting Persons has, during the last
five years, been convicted in a criminal proceeding.
Neither of the Reporting Persons has, during the last
five years, been a party to a civil proceeding of a
judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree or
final order enjoying future violations of, or
prohibiting or mandating activities subject to, federal
or state securities laws or finding any violations with
respect to such laws.
Mr. Karlen is a citizen of the United States of America.
Grandview Partners, L.P. is a New York limited
partnership.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, neither of the Reporting Persons
owns any Shares.
As of October 9, 1998, the Reporting Persons were no
longer greater than five percent beneficial owners in
the Shares.
6
<PAGE>
Item 4. Purpose of Transaction
No change.
Item 5. Interest in Securities of the Issuer
As of the date hereof, neither of the Reporting Persons
owns any Shares.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of
the Issuer
No change.
Item 7. Material to be Filed as Exhibits
1. An agreement relating to the filing of a joint
statement as required by Rule 13D-1(f) under the
Securities Exchange Act of 1934 is filed herewith
as Exhibit A.
2. Attached hereto as Exhibit B is a description of
the transactions in the Shares that were effected
by the Reporting Person from August 20, 1997, but
were inadvertently unreported, through the date of
this filing.
Signature
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
GRANDVIEW PARTNERS, L.P.
By: /s/ Sven B. Karlen, Jr.
Sven B. Karlen, Jr.
General Partner
/s/ Sven B. Karlen, Jr.
Sven B. Karlen, Jr.
November 19, 1998
7
00188001.AF7
<PAGE>
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated
November 19, 1998 relating to the Common Stock of TRC Companies,
Inc. shall be filed on behalf of the undersigned.
GRANDVIEW PARTNERS, L.P.
By: /s/ Sven B. Karlen, Jr.
Sven B. Karlen, Jr.
General Partner
/s/ Sven B. Karlen, Jr.
Sven B. Karlen, Jr.
8
00188001.AF7
<PAGE>
EXHIBIT B
SCHEDULE OF TRANSACTIONS
Price Per Share
(Excluding
Date Shares Acquired Commission)
(Sold)
8/20/97 3,300 $4.1850
8/21/97 6,500 4.3077
8/22/97 4,600 4.2323
8/25/97 5,500 4.064
8/26/97 3,100 3.970
8/27/97 6,300 4.000
8/28/97 2,200 4.000
8/29/97 6,500 4.1875
9/11/97 1,500 3.875
9/12/97 3,600 4.0347
9/15/97 5,000 4.250
9/16/97 10,000 4.2081
9/18/97 5,000 4.250
10/6/97 10,000 3.9438
10/8/97 20,000 4.000
10/9/97 3,300 4.000
10/13/97 9,500 4.4704
10/15/97 9,400 4.500
12/1/97 300 4.1875
12/30/97 20,000 3.750
12/31/97 35,700 3.9651
9
00188001.AF7
<PAGE>
SCHEDULE OF TRANSACTIONS
Price Per Share
(Excluding
Date Shares Acquired Commission)
____ (Sold)
10/9/98 (433,300) $3.750
10/14/98 (64,000) 3.8750
10/20/98 (100,000) 3.8250
00188001.AF7
