SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Koll Real Estate Group, Inc.
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
50043410 5
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(CUSIP Number)
Bridge Partners, L.P.
c/o Carson Street Partners, Inc.
Attn: Mr. John W. Gildea
115 East Putnam Avenue, Greenwich, Connecticut 06830
(203) 661-6945
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 14, 1995
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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 / / .
Check the following box if a fee is being paid with the statement /X/.
(A fee is not required only if the reporting 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)
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 disclosure 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).
Exhibit Index: Page 13
Page 1 of 15 Pages
<PAGE>
CUSIP No. 50043410 5
- --------------------------------------------------------------------------------
1 Name of Reporting Person(1)
S.S. or I.R.S. Identification No. of Above Person
Bridge Partners, L.P.
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2 Check the Appropriate Box If a Member of a Group
a. / /
b. / /
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds
WC
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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
Delaware
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7 Sole Voting Power
Number of 17,518,200(2)
------------------------
Shares
Beneficially 8 Shared Voting Power
Owned By -0-
Each ----------------------------
Reporting 9 Sole Dispositive Power
Person 17,518,200(2)
With ------------------------
10 Shared Dispositive Power
-0-
----------------------------
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
17,518,200
- --------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares / /
- --------------------------------------------------------------------------------
- --------------------
(1) Filing jointly pursuant to Rule 13d-1(f)(1) under the Securities
Exchange Act of 1934, as amended, with Carson Street Partners,
Inc. and John W. Gildea.
(2) Includes 5,639,400 shares of Class A Common Stock and 11,878,800
shares of Series A Convertible Redeemable Preferred Stock, which
Preferred Stock is generally non-voting stock and which is
convertible into shares of the Class A Common Stock on a
share-for-share basis.
Page 2 of 15 Pages
<PAGE>
13 Percent of Class Represented By Amount in Row (11)
29.9%
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14 Type of Reporting Person
PN
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Page 3 of 15 Pages
<PAGE>
CUSIP No. 50043410 5
- --------------------------------------------------------------------------------
1 Name of Reporting Person(1)
S.S. or I.R.S. Identification No. of Above Person
Carson Street Partners, Inc.
- --------------------------------------------------------------------------------
2 Check the Appropriate Box If a Member of a Group
a. / /
b. / /
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds
AF
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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
Delaware
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7 Sole Voting Power
Number of 17,518,200(2)
Shares ------------------------
Beneficially 8 Shared Voting Power
Owned By
Each -0-
----------------------------
Reporting 9 Sole Dispositive Power
Person 17,518,200(2)
With ------------------------
10 Shared Dispositive Power
-0-
---------------------------
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
17,518,200
- --------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares / /
- --------------------------------------------------------------------------------
- --------------------
(1) Filing jointly pursuant to Rule 13d-1(f)(1) under the Securities
Exchange Act of 1934, as amended, with Bridge Partners, L.P. and
John W. Gildea.
(2) Includes 5,639,400 shares of Class A Common Stock and 11,878,800
shares of Series A Convertible Redeemable Preferred Stock, which
Preferred Stock is generally non-voting stock and which is
convertible into shares of the Class A Common Stock on a
share-for-share basis.
Page 4 of 15 Pages
<PAGE>
13 Percent of Class Represented By Amount in Row (11)
29.9%
- --------------------------------------------------------------------------------
14 Type of Reporting Person
CO
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Page 5 of 15 Pages
<PAGE>
CUSIP No. 50043410 5
- --------------------------------------------------------------------------------
1 Name of Reporting Person(1)
S.S. or I.R.S. Identification No. of Above Person
John W. Gildea
- --------------------------------------------------------------------------------
2 Check the Appropriate Box If a Member of a Group
a. / /
b. / /
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds
AF
- --------------------------------------------------------------------------------
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
U.S.A.
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of -0-
Shares ---------------------------
Beneficially 8 Shared Voting Power
Owned By 17,518,200(2)
------------------------
Each
Reporting 9 Sole Dispositive Power
Person -0-
---------------------------
With 10 Shared Dispositive Power
17,518,200(2)
------------------------
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
17,518,200
- --------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares / /
- --------------------------------------------------------------------------------
- --------------------
(1) Filing jointly pursuant to Rule 13d-1(f)(1) under the Securities
Exchange Act of 1934, as amended, with Bridge Partners, L.P. and
Carson Street Partners, Inc.
(2) Includes 5,639,400 shares of Class A Common Stock and 11,878,800
shares of Series A Convertible Redeemable Preferred Stock, which
Preferred Stock is generally non-voting stock and which is
convertible into shares of the Class A Common Stock on a
share-for-share basis.
Page 6 of 15 Pages
<PAGE>
13 Percent of Class Represented By Amount in Row (11)
29.9%
- --------------------------------------------------------------------------------
14 Type of Reporting Person
IN
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Page 7 of 15 Pages
<PAGE>
Item 1. Security and Issuer.
This Statement on Schedule 13D (the "Schedule 13D") relates to
the Class A Common Stock, par value $.05 per share (the "Common
Stock"), of Koll Real Estate Group, Inc., a Delaware corporation
(the "Company"). The address of the principal executive offices
of the Company is 4343 Von Karman Avenue, Newport Beach,
California 92660.
Item 2. Identity and Background.
This Schedule 13D is filed jointly on behalf of Bridge Partners,
L.P., a Delaware limited partnership ("Bridge Partners"), Carson
Street Partners, Inc., a Delaware corporation ("Carson Street
Partners"), and John W. Gildea, a United States citizen
("Gildea"), pursuant to Rule 13d-1(f)(1) under the Securities
Exchange Act of 1934, as amended.
Carson Street Partners is the sole general partner of Bridge
Partners and has the power to vote and dispose of the 5,639,400
shares of Common Stock (the "Common Shares") and 11,878,800
shares of Series A Convertible Redeemable
Preferred Stock, par value $.01 per share of the
Company (the "Preferred Shares" and, together with the Common
Shares, the "Shares") held by Bridge Partners. Gildea is the
Chairman of the Board of Directors, Chief Executive Officer,
President and controlling stockholder of Carson Street Partners.
As a result, Gildea and Carson Street Partners may be deemed to
be the indirect beneficial owners of the Shares held by Bridge
Partners. Bridge Partners' principal business is to invest in
shares of capital stock of the Company [and other issuers].
Carson Street Partners' principal business is the management of
investments in publicly traded companies. Gildea's principal
business is managing the investments of various entities in
issuers located principally in the United States. The principal
business address and the principal office address of Bridge
Partners, Carson Street Partners and Gildea is 115 East Putnam
Avenue, Greenwich, Connecticut 06830.
The name, business address, citizenship and present principal
occupation of each director and executive officer of Carson
Street Partners are set forth on Schedule I hereto.
None of Bridge Partners, Carson Street Partners, Gildea or, to
the best knowledge of such parties, any of the persons listed on
Schedule I hereto, has, during the last five years, (i) been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) been 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.
Bridge Partners acquired the Shares for $.30 per Share, or an
aggregate of $5,255,460, all of which funds were obtained from
the working capital of Bridge Partners.
Item 4. Purpose of Transaction.
Bridge Partners acquired the Shares pursuant to the terms of a
Securities Purchase Agreement, dated as of July 13, 1995, by and
among Libra Invest & Trade Ltd., Parkway Ventures SA, Gallant
Overseas Inc. and Bridge Partners. Bridge Partners acquired and
intends to hold the Shares for investment.
Page 8 of 15 Pages
<PAGE>
Bridge Partners intends to review on a continuing basis its
investment in the Company. As of the date of this Schedule 13D,
no determination has been made by Bridge Partners to acquire
additional shares of capital stock of the Company or to dispose
of any shares of capital stock of the Company now held by it,
although Bridge Partners may decide to so acquire or dispose of
shares of capital stock of the Company. Any such determination
will depend on market conditions prevailing from time to time and
on other conditions which may be applicable depending on the
nature of the transaction or transactions involved. Except as
specifically set forth in this Item 4, Bridge Partners has no
plans or proposals which relate to or would result in any of the
actions or effects set forth in items (a) through (j) of Item 4
of Schedule 13D, although Bridge Partners may develop such plans
or proposals.
Item 5. Interest in Securities of the Issuer.
(a) Bridge Partners directly owns the 17,518,200 Shares. As the sole
general partner of Bridge Partners, Carson Street Partners may be
deemed to be the indirect beneficial owner of the 17,518,200
Shares. As the Chairman of the Board of Directors, Chief
Executive Officer and controlling stockholder of Carson Street
Partners, Gildea may be deemed to be the indirect beneficial
owner of the 17,518,200 Shares. The 17,518,200 Shares include
11,878,800 Preferred Shares which are warranty convertible
into Common Stock on a share-for-share basis. The 17,518,200
Shares represent approximately 29.9% (computed in accordance
with rule 13d-3(d)(1) under the Securities Exchange Act of 1934)
of the 58,642,546 shares of Common Stock outstanding, based upon
the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1995.
(b) Carson Street Partners, as the sole general partner of Bridge
Partners, has the power to vote or direct the voting and the
power to dispose or direct the disposition of the Shares held by
Bridge Partners.
Gildea, as the Chairman of the Board of Directors, Chief
Executive Officer, President and controlling stockholder of
Carson Street Partners, may be deemed to have the indirect power
to vote or direct the voting and to dispose or direct the
disposition of the Shares held by Bridge Partners.
(c) Except as set forth in this Schedule 13D and except for the sale
in the open market of 5,000 shares of Series A Convertible
Redeemable Preferred Stock by Mr. O'Donnell (see Schedule I) on
July 13, 1995 for an aggregate sales price of approximately
$2,200.00, neither Bridge Partners, Carson Street Partners,
Gildea or, to the best knowledge of such parties, any of the
persons named on Schedule I hereto, owns any shares of the
capital stock of the Company or has purchased or sold any shares
of the capital stock of the Company during the past 60 days.
(d) Except as set forth in this Schedule 13D, no person is known by
Bridge Partners, Carson Street Partners or Gildea to have the
right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the Shares beneficially
owned by Bridge Partners.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
It is anticipated that Carson Street Partners, as the general
partner of Bridge Partners, will generally be entitled to an annual
performance allocation equal to 11% of the net capital appreciation
in the market value of the Shares, although the terms of such
performance allocation have not been finalized.
Except as set forth in this Schedule 13D, there are no contracts,
arrangements, understandings or relationships (legal or otherwise)
among the
Page 9 of 15 Pages
<PAGE>
persons referred to in Item 2 of this Schedule 13D or between
such persons and any other person with respect to any of the
securities of the Company, including, but not limited to, any
relating to the transfer or voting of any of such securities,
finder's fees, joint ventures, loan or option arrangements, puts
or calls, guarantees of profits, division of profits or loss or
the giving withholding of proxies.
Item 7. Materials to Be Filed as Exhibits
1. Joint Filing Agreement, dated July 21, 1995.
Page 10 of 15 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of their respective knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: July 21, 1995
BRIDGE PARTNERS, L.P.
By: CARSON STREET PARTNERS, INC.,
General Partner
By:/s/ John W. Gildea
---------------------------
Name: John W. Gildea
Title: Chief Executive Officer and President
CARSON STREET PARTNERS, INC.
By:/s/ John W. Gildea
--------------------------------
Name: John W. Gildea
Title: Chief Executive Officer and President
By:/s/ John W. Gildea
--------------------------------
Name: John W. Gildea
Page 11 of 15 Pages
<PAGE>
SCHEDULE I
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Reporting Person: . . . . . . Carson Street Partners, Inc.
115 East Putnam Avenue
Greenwich, Connecticut 06830
Executive Officers, Directors and Controlling Person:
Name . . . . . . . . . . . . John W. Gildea
Positions . . . . . . . . . . Chairman of the Board, Chief Executive
Officer, President and controlling
stockholder of Carson Street Partners,
Inc.
Principal Occupation
and Employment;
Business Address . . . . . . General Partner of Gildea Management
Company, L.P., investment manager; the
business address of such entity and
Mr. Gildea is: 115 East Putnam Avenue,
Greenwich, Connecticut 06830
Citizenship . . . . . . . . . U.S.A.
Name . . . . . . . . . . . . William P. O'Donnell
Positions . . . . . . . . . . Vice President, Secretary and Treasurer,
Carson Street Partners, Inc.
Principal Occupation
and Employment;
Business Address . . . . . . Managing Director of, and consultant to,
Gildea Management Company, L.P. investment
manager; the business address of such
entity and Mr. O'Donnell is: 115 East
Putnam Avenue, Greenwich, Connecticut 06830.
Citizenship . . . . . . . . . U.S.A.
Page 12 of 15 Pages
<PAGE>
EXHIBIT INDEX
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Page
Exhibit Number
- ------- ------
1. Joint Filing Agreement, dated July 21, 1995.
Page 13 of 15 Pages
EXHIBIT 1
Page 14 of 15 Pages
<PAGE>
Exhibit 1
---------
AGREEMENT
---------
The undersigned hereby agree that this statement on Schedule 13D
with respect to beneficial ownership of shares of Class A Common Stock and
Preferred Series A Convertible Redeemable Preferred Stock of Koll Real
Estate Group, Inc. is filed jointly, on behalf of each of them.
Dated: July 21, 1995
BRIDGE PARTNERS, L.P.
By: CARSON STREET PARTNERS, INC.,
General Partner
By:/s/ John W. Gildea
-------------------------------------
Name: John W. Gildea
Title: Chief Executive Officer
and President
CARSON STREET PARTNERS, INC.
By:/s/ John W. Gildea
------------------------------------------
Name: John W. Gildea
Title: Chief Executive Officer and
President
By: /s/ John W. Gildea
------------------------------------------
Name: John W. Gildea
Page 15 of 15 Pages
