UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
SCHEDULE 13D/A
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)
Jeffrey H. Tucker
Monroe Investment Corp.
c/o Fairfield Greenwich Group
399 Park Avenue, 36th Floor
New York, New York 10022
Telephone: (212) 319-6060
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications)
Copy to:
Andrew E. Goldstein
909 Third Avenue, 18th Floor
New York, New York 10022
Telephone: (212) 453-3776
January 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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-l(b)(3) or (4), check the following box [ ].
Page 1 of 5 Pages
<PAGE>
CUSIP No. 18051W109 Schedule 13D
(1) Name Of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Monroe Investment Corp.
13-3985331
(2) Check The Appropriate Box 1 if a Member of a Group (See Instructions)
/ / (a)
/ / (b)
(3) SEC Use Only
(4) Source Of Funds (See Instructions) 00
- ---------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant To
Items 2(d) or 2(e)
- --------------------------------------------------------------------------------
(6) Citizenship or Place Of Organization: Maryland
- --------------------------------------------------------------------------------
Number Of Shares (7) Sole Voting Power 1,720,000
Beneficially
Owned by
Each -------------------------------------------------------
Reporting (8) Shared Voting Power
Person
With
-------------------------------------------------------
(9) Sole Dispositive Power 1,720,000
-------------------------------------------------------
(10) Shared Dispositive Power
-------------------------------------------------------
(7) Aggregate Amount Beneficially Owned By Each Reporting Person 1,720,000
---------
- --------------------------------------------------------------------------------
(8) Check if The Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
- --------------------------------------------------------------------------------
Page 2 of 5 Pages
<PAGE>
CUSIP No. 18051W109 Schedule 13D
(9) Percent of Class Represented by Amount in Row (11)
42.83%
- --------------------------------------------------------------------------------
(10) Type of Reporting Person (See Instructions) CO
--------------------
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 officer and
mailing address of the Issuer is c/o Fairfield Greenwich Group, 399 Park Avenue,
36th Floor, New York, New York 10022.
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 399 Park Avenue, 36th
Floor, New York, New York 10022. The Reporting Person engages in investments in
commercial mortgage backed securities, commercial mortgage loans, mezzanine
investment 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.
The event requiring the filing of this Amendment to the Form 13D filed
by Monroe is the election of Walter M. Noel, Jr., Philip Toub and Jeffrey H.
Tucker as Directors of Monroe and the selection of these individuals as the
President, Vice President and Secretary-Treasurer, respectively.
The information on Schedule I of the original Schedule 13D is
superseded and amended by the following Schedule I:
Page 3 of 5 Pages
<PAGE>
CUSIP No. 18051W109 Schedule 13D
Officers and Directors of Monroe Investment Corp.
Name and Business Address Citizenship Principal Occupation
------------------------- ----------- --------------------
Walter M. Noel, Jr., President United States 1997 to Present: President,
and Director of Monroe Fairfield Greenwich Limited;
c/o Fairfield Greenwich Group, 1990 to Present: President,
399 Park Avenue, 36th Floor Fairfield International
New York, New York 10022 Managers, Inc.
Philip Toub, Vice President United States 1997 to Present: Managing
and Director of Monroe Director, Fairfield
c/o Fairfield Greenwich Group, Greenwich Limited;
399 Park Avenue, 36th Floor 1996-1997: Assistant
New York, New York 10022 Treasurer, Moore Capital
Management, Inc., 1993-1995-
Manhattan File Magazine, Inc.
Jeffrey H. Tucker United States 1997 to Present:
Secretary & Treasurer of Monroe Vice President, Fairfield
c/o Fairfield Greenwich Group, Greenwich Limited 1990 to
399 Park Avenue, 36th Floor Present; Vice President,
New York, New York 10022 Fairfield International
Managers, Inc.
Item 5. Interest In Securities Of The Issuer
(a) The Reporting Person beneficially owns 1,720,000 shares of
Common Stock. The Securities held by the Reporting Person constitute
approximately 42.83% of the outstanding Common Stock of the Issuer.
(b) The Reporting Person has sole power to vote and dispose of
1,720,000 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. 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.
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of The Company.
Page 4 of 5 Pages
<PAGE>
CUSIP No. 18051W109 Schedule 13D
To the best knowledge of the Reporting Person, there are no contracts,
arrangements, understanding or relationships (legal or otherwise) among the
persons named on Item 2 between such persons and any other person with respect
to the securities of the Issuer.
Item 7. Material To Be Filed As Exhibits
None.
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.
Dated: April 3, 2000 MONROE INVESTMENT CORP.
By: /s/ Jeffrey H. Tucker
-------------------------
Name: Jeffrey H. Tucker
Title: Secretary
