UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
COSTAR GROUP, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
75612B 10 7
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(CUSIP Number)
Jeffrey Mann, Esq.
Graham & James LLP
885 Third Ave., 21st Floor
New York, N.Y. 10022
(212) 848-1000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 7, 1999
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(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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box |_| .
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 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
disclosures provided in a prior cover page.
The information required on 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 1 of 5
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CUSIP No. 75612B 10 7 SCHEDULE 13D Page 2 of 5 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
FOUNDERS/RIG, L.L.C.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
0
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 5
This Amendment No. 1 to Schedule 13D filed by Founders/RIG, L.L.C., a
Delaware limited liability company ("Founders"), amends and supplements the
report on Schedule 13D originally filed with the Securities and Exchange
Commission on July 20, 1998 (the "Schedule 13D"), with respect to the beneficial
ownership of shares of common stock, par value $.01 per share (the "Common
Stock"), of Costar Group, Inc. (former name, Realty Information Group, Inc.), a
Delaware corporation (the "Company"). This Amendment is being filed to report
the pro rata distribution of shares of Common Stock previously held by Founders
to its members. Unless otherwise defined herein, all capitalized terms shall
have the meanings ascribed to them in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable
ITEM 4. PURPOSE OF TRANSACTION.
Not applicable
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The information contained in Item 5 of Schedule 13D is hereby amended to read,
in its entirety, as follows:
(a) Founders now beneficially owns no shares of the Company's Common
Stock. The Managing Members' ownership in the Common Stock is as follows: (i)
Haber (excluding his adult children)is the beneficial owner of 125,869 shares,
of which 107,023 are owned directly by him and 18,846 are owned directly by his
spouse, which represents less than 1% of the outstanding shares of the Company's
Common Stock; (ii) Teeger (excluding his adult children) is the beneficial owner
of 55,183 shares, all of which are held directly by him, which represents less
than 1% of the outstanding shares of the Company's Common Stock; and (iii) White
is the beneficial owner of 71,033 shares, all of which are held directly by him,
which represents less than 1% of the outstanding shares of Common Stock of the
Company.
(b) Each of Haber, Teeger, and White have the sole power to vote or direct
the disposition of their respective shares of Common Stock of the Company owned
directly by them.
(c) In February 1999,pursuant to a written consent of the members of
Founders, all of the members of Founders adopted and approved that certain Plan
of Dissolution, Complete Liquidation, Winding Up and Termination of Existence of
Founders (the "Dissolution Plan") and an amendment to the Limited Liability
Agreement of Founders in order to effectuate a dissolution of Founders. On April
7, 1999, in connection with its dissolution (the "Dissolution"), Founders
distributed 1,158,355 shares out of 1,158,375 it owned of the Company's Common
Stock to its members on a pro rata basis. On May 10, 1999, Founders sold the
remaining 20 shares of the Company's Common Stock in an open market transaction
through a registered broker-dealer.
(d) Not Applicable
(e) On April 7, 1999, Founders ceased to be the beneficial owner of more
than 5% of the outstanding shares of the Common Stock of the Company.
<PAGE>
Page 4 of 5
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The information contained in Item 6 of Schedule 13D is hereby amended to add the
following:
In February 1999 all of the members of Founders adopted and approved the
Dissolution Plan and an amendment to the Limited Liability Agreement of Founders
in order to effectuate the dissolution of Founders (see Item 5(c) above.)
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this Amendment is true,
complete and correct.
Dated: October 1, 1999
FOUNDERS/RIG, L.L.C.
By: /s/ John L. Teeger
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Name: John L. Teeger
Title: Managing Member
