UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, D.C. 20549
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SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.__1_____)*
KOLL REAL ESTATE GROUP INC.
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(Name of Issuer)
Common Stock **
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(Title Of Class of Securities)
500434105
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(CUSIP Number)**
Check the following box if a fee is being paid with this statement [ ]. (A
fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less
of such class.) (See Rule 13d-7).
*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).
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** The amount reflected in Item 9 of the cover page includes common stock
issuable upon conversion of convertible bonds (the "Convertible Bonds")
(CUSIP 500434204). In the aggregate, Merrill Lynch & Co., may be deemed to
beneficially own 957,346 shares of Common Stock and 1,894,446 Convertible
Bonds.
PAGE 1 of 9 PAGES
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CUSIP NO. 500434105 13G PAGE 2 of 9 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch & Co., Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Joint Filing
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
None
NUMBER OF
SHARES ------------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 2,851,792
EACH
REPORTING ------------------------------------------------------------------
PERSON WITH 7 SOLE DISPOSITIVE POWER
None
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8 SHARED DISPOSITIVE POWER
2,851,792
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,851,792
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%
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12 TYPE OF REPORTING PERSON*
HC, CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
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CUSIP NO. 500434105 13G PAGE 3 of 9 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch, Pierce, Fenner & Smith Incorporated
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
None
NUMBER OF
SHARES ------------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 2,851,692
EACH
REPORTING ------------------------------------------------------------------
PERSON WITH 7 SOLE DISPOSITIVE POWER
None
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8 SHARED DISPOSITIVE POWER
2,851,692
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,851,692
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%
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12 TYPE OF REPORTING PERSON*
BD, CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
Item 1 (a) Name of Issuer:
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KOLL REAL ESTATE GROUP, INC.
Item 1 (b) Address of Issuer's Principal Executive Offices:
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4343 Von Karmen Ave.
Newport Beach, CA 92660
Item 2 (a) Names of Persons Filing
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Merrill Lynch & Co., Inc.
Merrill Lynch, Pierce, Fenner & Smith, Incorporated
Item 2 (b) Address of Principal Business Office, or, if None, Residence:
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Merrill Lynch & Co., Inc.
World Financial Center, North Tower
250 Vesey Street
New York, New York 10281
Merrill Lynch, Pierce, Fenner & Smith Incorporated
World Financial Center, North Tower
250 Vesey Street
New York, New York 10281
PAGE 4 of 9 PAGES
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Item 2 (c) Citizenship:
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See Item 4 of Cover Pages
Item 2 (d) Title of Class of Securities:
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Common Stock
Item 2 (e) CUSIP Number:
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500434105
Item 3
Merrill Lynch & Co., Inc. ("ML&Co.") is a parent holding company,
in accordance with Sec.240.13d-1(b)(ii)(G). Merrill Lynch, Pierce, Fenner &
Smith Incorporated ("MLPF&S") is a broker-dealer registered under Section
15 of the Securities Exchange Act of 1934.
Item 4 Ownership
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(a) Amount Beneficially Owned:
See Item 9 of Cover Pages. Pursuant to Sec. 240.13d-4, ML&Co. and MLPF&S
(the "Reporting Persons") disclaim beneficial ownership of the securities
of Koll Real Estate Group Inc. referred to herein, and the filing of this
Schedule 13G shall not be construed as an admission that the Reporting
Persons are, for the purposes of Section 13(d) or 13(g) of the Securities
Exchange Act of 1934, the beneficial owner of any of the securities of
Koll Real Estate Group Inc. referred to herein other than in the case of
such held by MLPF&S in proprietary accounts.
(b) Percent of Class:
See Item 11 of Cover Pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
See Item 5 of Cover Pages
(ii) shared power to vote or to direct the vote:
See Item 6 of Cover Pages
(iii) sole power to dispose or to direct the
disposition of:
See Item 7 of Cover Pages
(iv) shared power to dispose or to direct the
disposition of:
See Item 8 of Cover Pages
Item 5 Ownership of Five Percent or Less of a Class.
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Not Applicable
Item 6 Ownership of More than Five Percent on Behalf of Another Person.
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MLPF&S has discretionary investment authority in respect of certain
customer accounts holding in the aggregate less than 1% of the common stock of
Koll Real Estate Group Inc. on behalf of persons who have the right to receive,
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, such securities. Merrill Lynch Trust Company of America ("MLT-AM"),
a wholly-owned subsidiary of ML&Co. and a bank as defined in section 3(a)(6) of
the Securities Exchange Act of 1934 holds 100 shares of the common stock of Koll
Real Estate Group Inc. on behalf of persons who have the right to receive, or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, such securities. No such person has an interest that relates to more
than 5% of the class of securities reported herein.
PAGE 5 of 9 PAGES
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Item 7 Identification and Classification of the Subsidiary Which
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Acquired the Security Being Reported on by the Parent
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Holding Company.
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See Exhibit A
Item 8 Identification and Classification of Members of the Group.
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Not Applicable
Item 9 Notice of Dissolution of Group.
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Not Applicable
Item 10 Certification.
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By signing below each of the undersigned certifies that, to the best
of their knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such purposes
or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Merrill Lynch & Co., Inc.
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Date:
_________________________
Signature:
_________________________
Name: Richard B. Alsop
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Title: Attorney-in-Fact*
Merrill Lynch, Pierce, Fenner & Smith Incorporated
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Date:
_________________________
Signature:
_________________________
Name: Richard B. Alsop
_________________________
Title: Attorney-in-Fact**
* Executed pursuant to a Power of Attorney dated November 17, 1995, a copy of
which is attached hereto as Exhibit B.
** Executed pursuant to a Power of Attorney dated January 12, 1996, a copy of
which is attached hereto as Exhibit C.
PAGE 6 of 9 PAGES
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EXHIBIT A SCHEDULE 13G
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ITEM 7 DISCLOSURE RESPECTING SUBSIDIARIES
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One of the persons filing this report, Merrill Lynch & Co., Inc., is a
Delaware corporation with its principal place of business at World Financial
Center, North Tower, 250 Vesey Street, New York, New York ("ML&Co."), and a
parent holding company pursuant to Sec.240 13d-1(b)(1)(ii)(G). The relevant
subsidiaries of ML&Co. are Merrill Lynch, Pierce, Fenner & Smith Incorporated
("MLPF&S"), Merrill Lynch Group, Inc. ("ML Group"), Merrill Lynch Trust Company
of America (Illinois) ("MLT-AM").
MLPF&S, a Delaware corporation with its principal place of business
at World Financial Center, North Tower, 250 Vesey Street, New York, New
York, is a wholly-owned direct subsidiary of ML&Co. and a broker-dealer
registered pursuant to the Securities Exchange Act of 1934. MLPF&S may be
deemed to be the beneficial owner of 5.8% of the common stock of Koll Real
Estate Group Inc. by virtue of securities held in proprietary accounts and
by virtue of a small number of securities held in discretionary accounts.
ML Group, a Delaware corporation with its principal place of business
at World Financial Center, North Tower, 250 Vesey Street, New York, New
York, is a wholly-owned direct subsidiary of ML&Co. and a parent holding
company pursuant to Sec.240.13d-1(b)(1)(ii)(G). ML Group may be deemed to be
the beneficial owner of less than 1% of the common stock of Koll Real Estate
Group Inc. by virtue of its control of its wholly-owned subsidiary MLT-AM.
MLT-AM, a wholly-owned subsidiary of ML&Co. and a bank as defined in
section 3(a)(6) of the Securities Exchange Act of 1934, may be deemed to be the
beneficial owner of 100 shares of the common stock of Koll Real Estate Group
Inc. held on behalf of investors.
Pursuant to Sec.240.13d-4, ML&Co., MLPF&S, ML Group, MLT-AM disclaim
beneficial ownership of the securities of Koll Real Estate Group Inc. referred
to herein and the filing of this Schedule 13G shall not be construed as an
admission that any such entity is, for the purposes of Section 13(d) or 13(g)
of the Securities Exchange Act of 1934, the beneficial owner of any of the
securities of Koll Real Estate Group Inc. other than in the case of ML&Co. and
MLPF&S, securities of Koll Real Estate Group Inc. held by MLPF&S in proprietary
accounts.
PAGE 7 of 9 PAGES
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EXHIBIT B SCHEDULE 13G
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POWER OF ATTORNEY
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The undersigned, Merrill Lynch & Co., Inc. (the "Corporation") a
corporation duly organized under the laws of the State of Delaware, with its
principal place of business at World Financial Center, North Tower, New York,
New York 10281 does hereby make, constitute and appoint Richard B. Alsop,
Richard D. Kreuder, Andrea Lowenthal, Gregory T. Russo, or any other
individual from time to time elected or appointed as secretary or an
assistant secretary of the Corporation, acting severally, each of whose
address is Merrill Lynch & Co., Inc., World Financial Center, North Tower, New
York, New York 10281, as its true and lawful attorneys-in-fact, for it and in
its name, place and stead (i) to execute on behalf of the Corporation and
cause to be filed and/or delivered, as required under Section 13(d) of the
Securities Exchange Act of 1934 (the "Act") and the regulations thereunder,
any number, as appropriate, of original, copies, or electronic filings of the
Securities and Exchange Commission Schedule 13D or Schedule 13G Beneficial
Ownership Reports (together with any amendments and joint filing agreements
under Rule 13d-1(f) (1) of the Act, as may be required thereto) to be filed
and/or delivered with respect to any equity security (as defined in Rule
13d-1(d) under the Act) beneficially owned by the undersigned and which must
be reported by the undersigned pursuant to Section 13(d) of the Act and the
regulations thereunder, (ii) to execute on behalf of the Corporation and cause
to be filed and/or delivered, any number, as appropriate, of original copies
or electronic filings of any forms (including, without limitation, Securities
and Exchange Commission Forms 3, 4 and 5) required to be filed pursuant to
Section 16(a) of the Act and the regulations thereunder, and (iii) generally
to take such other actions and perform such other things necessary to
effectuate the foregoing as fully in all respects as if the undersigned could
do if personally present. This Power of Attorney shall remain in effect until
revoked, in writing, by the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney, this 17th day of November, 1995.
MERRILL LYNCH & Co., Inc.
By: /s/ David H. Komansky
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Name: David H. Komansky
Title: President and Chief Operating Officer
PAGE 8 of 9 PAGES
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EXHIBIT C SCHEDULE 13G
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POWER OF ATTORNEY
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The undersigned, Merrill Lynch, Pierce, Fenner & Smith Incorporated, (the
"Corporation") a corporation duly organized under the laws of the State of
Delaware, with its principal place of business at World Financial Center,
North Tower, New York, New York 10281 does hereby make, constitute and appoint
Richard B. Alsop, Richard D. Kreuder, Andrea Lowenthal, Gregory T. Russo,
Katherine H. Zrike or any other individual from time to time elected or
appointed as secretary or an assistant secretary of the Corporation, acting
severally, each of whose address is Merrill Lynch & Co., Inc., World Financial
Center, North Tower, New York, New York 10281, as its true and lawful
attorneys-in-fact, for it and in its name, place and stead (i) to execute on
behalf of the Corporation and cause to be filed and/or delivered, as required
under Section 13(d) of the Securities Exchange Act of 1934 (the "Act") and the
regulations thereunder, any number, as appropriate, of original copies, or
electronic filings of Securities and Exchange Commission Schedule 13D or
Schedule 13G Beneficial Ownership Reports (together with any amendments and
joint filing agreements under Rule 13d-1(f) (1) of the Act, as may be required
thereto) to be filed and/or delivered with respect to any equity security (as
defined in Rule 13d-1(d) under the Act) beneficially owned by the undersigned
and which must be reported by the undersigned pursuant to Section 13(d) of the
Act and the regulations thereunder, (ii) to execute on behalf of the
Corporation and cause to be filed and/or delivered, as required under Section
13(f) of the Act and the regulations thereunder, any number, as appropriate,
of original copies or electronic filings of Securities and Exchange Commission
Schedule 13F Reports of Institutional Investment Managers (together with any
amendments thereto), (iii) to execute on behalf of the Corporation and cause
to be filed and/or delivered, any number, as appropriate, of original copies
or electronic filings of any forms (including, without limitation, Securities
and Exchange Commission Forms 3, 4 and 5) required to be filed pursuant to
Section 16(a) of the Act and the regulations thereunder and (iv) generally to
take such other actions and perform such other things necessary to effectuate
the foregoing as fully in all respects as if the undersigned could do if
personally present. This Power of Attorney shall remain in effect until
revoked, in writing, by the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney, this 12th day of January, 1996.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By: /s/ Rosemary T. Berkery
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Name: Rosemary T. Berkery
Title: Senior Vice President
PAGE 9 of 9 PAGES
