UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
CLARION COMMERCIAL HOLDINGS, INC.
(Name of Issuer)
Common Stock, $.001 Par Value
(Title of Class of Securities)
18051W109
(CUSIP Number)
Joanne Vitale
Monroe Investment Corp.
335 Madison Avenue
New York, New York 10017
Telephone: (212) 883-2500
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications)
Copy to:
Robert Evans III
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-4000
June 2, 1998
(Date of Event which Requires Filing of this Statement)
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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 / /.
Page 1 of 8 Pages
<PAGE>
CUSIP No. 18051W109
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Monroe Investment Corp.
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(2) Check the Appropriate Box if a Member of Group (See Instructions)
/ / (a)
/ / (b)
(3) SEC Use Only
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(4) Sources of Funds (See Instructions) OO
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
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(6) Citizenship or Place of Organization Maryland
Number of (7) Sole Voting Power 1,750,000
Shares -------------------------------
Beneficially --------------------------------------------------
Owned by (8) Shared Voting Power
Each ------------------------------
Reporting --------------------------------------------------
Person (9) Sole Dispositive Power 1,750,000
With --------------------------
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(10) Shared Dispositive Power
-------------------------
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,750,000
-----------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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(13) Percent of Class Represented by Amount in Row (11)
35.0%
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(14) Type of Reporting Person (See Instructions) CO
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Page 2 of 8 Pages
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CUSIP NO. 18051W109 SCHEDULE 13D
Item 1. Security and Issuer
This Statement on Schedule 13D (the "Schedule 13D") relates to
shares of common stock, $.001 par value (the "Common Stock"), of Clarion
Commercial Holdings, Inc. ("Clarion" or the "Issuer"). The principal executive
office and mailing address of the Issuer is 335 Madison Avenue, New York, New
York 10017.
Item 2. Identity and Background.
This statement is being filed by Monroe Investment Corp., a
Maryland corporation ("Monroe" or the "Reporting Person").
The Reporting Person has its principal office at 335 Madison
Avenue, New York, New York 10017. The Reporting Person engages in investments in
commercial mortgage backed securities, commercial mortgage loans, mezzanine
investments and other real estate related investments.
During the last five years, neither the Reporting Person nor, to
the best knowledge of the Reporting Person, any person named in Schedule I
attached hereto has been (a) convicted in a criminal proceeding or (b) 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 June 2, 1998, the Reporting Person purchased 1,000,000 shares
of Common Stock offered by the Issuer in an initial public offering (the
"Initial Public Offering") pursuant to a Registration Statement on Form S-11
(File No. 333-47887). Concurrently with the initial public offering on June 2,
1998, the Reporting Person purchased 750,000 shares of Common Stock of the
Issuer in a private placement (the "Private Placement") exempt from the
registration with the Securities and Exchange Commission pursuant to Section
4(2) of the Securities Act of 1933, as amended. The shares of Common Stock
acquired by the Reporting Person are hereinafter referred to as the
"Securities." The Reporting Person purchased the Securities with funds that the
Reporting Person received from the Issuer in consideration for certain assets
that the Reporting Person sold to the Issuer.
Page 3 of 8 Pages
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CUSIP NO. 18051W109 SCHEDULE 13D
Item 4. Purpose of Transaction.
The Reporting Person has acquired the Securities for the purpose
of making an investment in the Issuer and not with the present intention of
acquiring control of the Issuer's business.
The Reporting Person from time to time intends to review its
investment in the Issuer on the basis of various factors, including the Issuer's
business, financial condition, results of operations and prospects, general
economic and industry conditions, the securities markets in general and those
for the Issuer's securities in particular, as well as other developments and
other investment opportunities. Based upon such review, the Reporting Person
will take such actions in the future as the Reporting Person may deem
appropriate in light of the circumstances existing from time to time. If the
Reporting Person believes that further investment in the Issuer is attractive,
whether because of the market price of the Issuer's securities or otherwise, it
may acquire shares of Common Stock or other securities of the Issuer either in
the open market or in privately negotiated transactions. Similarly, depending on
market and other factors, the Reporting Person may determine to dispose of some
or all of the Securities currently owned by the Reporting Person or otherwise
acquired by the Reporting Person either in the open market or in privately
negotiated transactions.
Except as set forth above, the Reporting Person has not
formulated any plans or proposals which relate to or would result in: (a) the
acquisition by any person of additional securities of the Issuer or the
disposition of securities of the Issuer, (b) an extraordinary corporate
transaction involving the Issuer or any of its subsidiaries, (c) a sale or
transfer of a material amount of the assets of the Issuer or any of its
subsidiaries, (d) any change in the present board of directors or management of
the Issuer, (e) any material change in the Issuer's capitalization or dividend
policy, (f) any other material change in the Issuer's business or corporate
structure, (g) any change in the Issuer's charter or bylaws or other instrument
corresponding thereto or other action which may impede the acquisition of
control of the Issuer by any person, (h) causing a class of the Issuer's
securities to be deregistered or delisted, (i) a class of equity securities of
the Issuer becoming eligible for termination of registration or (j) any action
similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person beneficially owns 1,750,000 shares of
Common Stock. The Securities held by the Reporting Person constitute
approximately 35% of the outstanding Common Stock of the Issuer.
Page 4 of 8 Pages
<PAGE>
CUSIP NO. 18051W109 SCHEDULE 13D
(b) The Reporting Person has sole power to vote and dispose of
1,750,000 shares of Common Stock owned by it. The Reporting Person does not
share investment power with any other person with respect to any of the
Securities.
(c) Following the Initial Public Offering and the Private
Placement, 5,000,750 shares of Common Stock were outstanding. With the exception
of the purchases of the Securities in the Initial Public Offering and the
Private Placement as described Item 3 above, the Reporting Person has not
effected any transactions in the Common Stock in the past 60 days. Of the
persons named in Schedule I, Daniel Heflin purchased 62,500 shares of Common
Stock in the Private Placement and also purchased 100 shares of Common Stock on
May 29, 1998. Joanne Vitale purchased 1,000 shares of Common Stock in the
Initial Public Offering. Clarion Partners, LLC purchased 187,500 shares of
Common Stock in the Private Placement. Clarion Capital, LLC, a wholly owned
subsidiary of Clarion Partners, LLC, has entered into a management agreement
with the Issuer pursuant to which Clarion Capital, LLC will provide management
services to the Issuer. Frank L. Sullivan, Jr. owns 21.6% of the capital stock
of Clarion Partners, LLC. Walter M. Noel, Jr. purchased 2,000 shares of Common
Stock on June 8, 1998 and an additional 2,000 shares of Common Stock on June 9,
1998. In addition, in connection with the Initial Public Offering, Mr. Heflin
received options exercisable for 103,182 shares of Common Stock, Mr. Sullivan
received options exercisable for 28,477 shares of Common Stock, Mr. Powell
received options exercisable for 18,182 shares of Common Stock and Ms. Vitale
received options exercisable for 18,182 shares of Common Stock. To the best
knowledge of the Reporting Person, neither the Reporting Person nor any of the
persons listed on Schedule I hereto has effected any transaction in the Common
Stock in the past 60 days other than the transactions herein described.
(d) No person other than the record owners referred to herein is
known to have the right to receive or the power to direct the receipt of
dividends from or proceeds of the sale of shares of Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to the Securities of the Issuer.
To the best knowledge of the Reporting Person, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 or between such persons and any other person
with respect to the securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
None.
Page 5 of 8 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 12, 1998 MONROE INVESTMENT CORP.
By /s/ Joanne Vitale
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Name: Joanne Vitale
Title: Secretary
Page 6 of 8 Pages
<PAGE>
SCHEDULE I
Officers and Directors of Monroe Investment Corp.
<TABLE>
<CAPTION>
Name and Business Address Citizenship Principal Occupation
- ------------------------- ----------- --------------------
<S> <C> <C>
Daniel Heflin United States Present: Director of Monroe; Chief
c/o Clarion Capital, LLC Executive Officer, President and Director
335 Madison Avenue of Clarion; President and CEO of Clarion
New York, New York 10017 Capital, LLC
1998 - present: President and CEO of Clarion
Capital, LLC
1995 - 1998: Director of Clarion Partners, LLC
1993 - 1995: Head of Structured Finance
Department of Ocwen Financial
Corporation
1990 - 1993: Capital Markets Group of
Credit Suisse First Boston in London
Frank L. Sullivan, Jr. United States Present: Director of Monroe; Executive
c/o Clarion Partners, LLC Vice President and Chairman of the Board
335 Madison Avenue of Clarion; Managing Director of Clarion
New York, New York 10017 Partners, LLC; Chairman of Clarion Capital
LLC
1984 - 1998: Managing Director of Clarion
Partners, LLC
</TABLE>
Page 7 of 8 Pages
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
William Powell United States Present: Treasurer of Monroe; Vice
c/o Clarion Capital, LLC President and Treasurer of Clarion; Senior
335 Madison Avenue Vice President of Clarion Capital, LLC
New York, New York 10017
1998 - present: Senior Vice President of
Clarion Capital, LLC
1997 - 1998: Senior Vice President of
Clarion Partners, LLC
1995 - 1997: Senior Vice President of
ARES Realty Capital, Inc.
1993 - 1995: Co-head of the Northeast
Region for Mutual of New York
Joanne Vitale United States Present: Secretary of Monroe; Vice
c/o Clarion Capital, LLC President and Secretary of Clarion; Senior
335 Madison Avenue Vice President of Clarion Capital, LLC
New York, New York 10017
1998 - present: Senior Vice President of
Clarion Capital, LLC
1996 - 1998: Vice President of Clarion
Partners, LLC
1991 - 1995: Real Estate Consulting Manager
for Coopers & Lybrand LLP
Walter M. Noel, Jr. United States Present: Director of Monroe
175 Roundhill Road
Greenwich, Connecticut 06831 1990 - present: Principal of Fairfield
International Managers, Inc.
</TABLE>
Page 8 of 8 Pages
