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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
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(Title of Class of Securities)
22160N 10 9
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(CUSIP Number)
Carla J. Garrett, Esq.
General Counsel
CoStar Group, Inc.
7475 Wisconsin Avenue
Bethesda, Maryland 20814
(301) 215-8300
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 10, 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 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
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 3 Pages
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CUSIP NO. 22160N 10 9 13D Page 2 of 3 Pages
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1. NAMES OF REPORTING PERSON
Andrew C. Florance
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
(SEE INSTRUCTIONS)
Not Applicable
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5. CHECK BOX 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
United States
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7. SOLE VOTING POWER
NUMBER OF 589,262
SHARES
BENEFICIALLY -----------------------------------------
OWNED BY EACH 8. SHARED VOTING POWER
PERSON WITH
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9. SOLE DISPOSITIVE POWER
589,262
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10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
589,262
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12. CHECK BOX 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)
3.8%
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14. TYPE OF REPORTING PERSON
IN
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CUSIP NO. 22160N 10 9 13D Page 3 of 3 Pages
This Amendment 1 to Schedule 13D filed by Andrew C. Florance amends and
supplements the report on Schedule 13D originally filed with the Securities and
Exchange Commission on July 16, 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 Company (the "Company"). This Amendment is being filed to
report that an increase in the number of outstanding shares of Common Stock has
decreased Mr. Florance's percentage ownership of Common Stock to less than 5%.
The following item is amended and restated in its entirety.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Florance is beneficial owner of 589,262 shares (3.8%) of Common
Stock, which includes 333,104 shares issuable upon options exercisable within 60
days.
(b) Mr. Florance has the sole power to vote or direct the disposition
of 589,262 shares of Common Stock.
(c) Not applicable.
(d) Not applicable.
(e) On May 10, 1999, the Company issued additional shares of Common
Stock in connection with a registered public offering of Common Stock. The
increase in the number of outstanding shares of Common Stock reduced Mr.
Florance's percentage ownership of Common Stock to less than 5%.
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: March 2, 2000
/s/ Andrew C. Florance
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Andrew C. Florance
