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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
KOLL REAL ESTATE GROUP, INC.
(Name of Issuer)
CLASS A COMMON STOCK
(Title of Class of Securities)
50043410 5
(CUSIP Number)
Asher B. Edelman, 717 Fifth Avenue
New York, New York 10022, Telephone: (212) 371-7711
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 5, 1996
(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).
CUSIP NO. 50043410 5
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Item 1. Security and Issuer.
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This amended statement on 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. The Reporting Persons (filing as a group), while owning none of the
Common Stock, are owners of shares of the Company's Series A Convertible
Redeemable Preferred Stock (the "Preferred Stock"). The Preferred Stock
is generally non-voting stock which is presently convertible on a
share-for-share basis into shares of the Common Stock at the election of the
holder.
Item 2. Identity and Background.
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Item 2 is hereby restated as follows:
(a) This statement is filed as a joint statement pursuant to Rule 13d-1(f)(1)
by (i) Edelman Value Partners, L.P., a Delaware limited partnership ("Edelman
Value Partners") with respect to the shares owned by it (ii) Edelman Value
Fund, Ltd., a British Virgin Islands corporation, ("Edelman Value Fund") with
respect to the shares owned by it, (iii) A..B. Edelman Management Company,
Inc., a New York corporation ("Edelman Management") as the sole general
partner for Edelman Value Partners, with respect to the shares owned by
Edelman Value Partners and (iv) Asher B. Edelman because of his position as
Investment Manager for Edelman Value Fund and because of his position as
President and sole Director of Edelman Management (collectively, the "Reporting
Persons").
The sole general partner of Edelman Value Partners is Edelman Management.
Edelman Value Fund's sole officer and director is Bayard Corporate Services
[BVI] Ltd. And the business address of its sole officer and director is
Residence Center, 1A Rue Du St. Espirit L-1475 Luxembourg, Luxembourg. The
names of the director and executive officers of Edelman Management are set
forth in Schedule A hereto.
(b) The address of the principal business and principal office of each of
Edelman Management, and Edelman Value Partners is 717 Fifth Avenue, New York,
New York 10022. The principal business address of Edelman Value Fund is the
Creque Building, P.O. Box 116, Road Town, Tortola, B.V.I. The business address
of Asher B. Edelman is 85 Av. General Guisan, Ch-1009 Pully, Switzerland.
(c) The principal business of Edelman Value Partners is that of an investment
partnership. The principal business of Edelman Value Fund is that of an
investment fund. The principal business of Edelman Management is that of an
investment manager. The principal occupations of Mr. Edelman and the remaining
executive officers of Edelman Management are set forth in Schedule A hereto.
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CUSIP No. 50043410 5 13D
(d) None of the persons referred to in paragraph (a) above has during the last
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the persons referred to in paragraph (a) above has during the last
five years, 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 thereto.
(f) Asher B. Edelman is a citizen of the United States. All other natural
persons referred to above or in the Schedules attached hereto are citizens of
the United States except as noted in such Schedules.
Item 5. Interest in Securities of the Issuer.
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Items 5(a) (b) and (c) are hereby amended and restated as follows:
(a) The aggregate percentage of the outstanding shares of Common Stock
reported owned by each person referred to herein is based upon 48,932,555
shares of Common Stock outstanding as of November 1, 1996, based upon
information received from the Company and as reported on the Company's 10Q for
the quarter ending September 30, 1996.
As of the close of business on December 5, 1996:
(i) Edelman Management owns no shares of Common Stock or Preferred Stock. As
sole general partner of Edelman Value Partners, Edelman Management may be
deemed, by the provisions of Rule 13d-3, to be the beneficial owner of the
1,101,700 shares of Preferred Stock (convertible to 1,101,700 Common shares)
owned by Edelman Value Partners. Such shares constitute approximately 2.2%
of the Common shares outstanding (based upon 50,034,255 Common shares which
would be outstanding following conversion of the Preferred shares).
(ii) Edelman Value Partners owns no shares of Common Stock and 1,101,700
shares of Preferred Stock, presently convertible into 1,101,700 Common shares,
which constitute approximately 2.2% of the Common shares outstanding (based
upon 50,034,255 Common shares which would be outstanding following conversion
of the Preferred shares).
(iii) Edelman Value Fund owns no shares of Common Stock and 2,376,000 shares
of Preferred Stock, presently convertible into 2,376,000 Common shares, which
constitute approximately 4.6% of the common shares outstanding (based upon
50,308,555 Common shares which would be outstanding following conversion of the
Preferred shares).
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CUSIP No. 50043410 5 13D
(iv) Asher B. Edelman owns no shares of Common Stock or Preferred Stock. As
the President and sole Director of Edelman Management, which is the sole
General Partner of Edelman Value Partners, and as the Investment Manager of
Edelman Value Fund, Asher B. Edelman may be deemed, by the provisions of Rule
13d-3, to be the beneficial owner of the 1,101,700 shares of Preferred Stock
owned by Edelman Value Partners and the 2,376,000 shares of Preferred Stock
owned by Edelman Value Fund (convertible in the aggregate to 3,477,700 Common
shares). Such shares constitute 6.6% of the Common shares outstanding (based
upon 52,410,255 Common shares outstanding following conversion of the Preferred
shares).
(b) Edelman Value Partners has the sole power to vote and dispose of the shares
owned by it, which power is exercisable by Mr. Edelman, as President and sole
Director of Edelman Management, which is the sole General Partner of Edelman
Value Partners.
Edelman Value Fund has the sole power to vote and dispose of the shares owned
by it, which power is exercisable by Mr. Edelman, as Investment Manager.
(c) All transactions in the Common Stock (including Preferred Stock presently
convertible into Common Stock) within the 60 days preceding this statement by
the Reporting Persons and, to the best knowledge of the Reporting Persons, by
other persons referred to in Item 5(a) are reported on Schedule A hereto.
Except as otherwise noted, all such transactions were open market transactions.
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CUSIP No. 50043410 5 13D
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: December 5, 1996
/S/_________________________________________
ASHER B. EDELMAN
Asher B. Edelman, individually and as
attorney-in-fact for each of Edelman
Value Partners, Edelman Value Fund, Ltd.,
and A. B. Edelman Management Company, Inc.
under powers of attorney
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CUSIP No. 50043410 5 13D
SCHEDULE A
Transactions in Koll Real Estate Group Class A Common Stock
[Including Series A Convertible Redeemable Preferred Stock
("Pfd") convertible into Class A Common Stock]
<TABLE>
<CAPTION>
No. Shares
Date Name Bought (Sold) Price
<C> <S> <C> <C>
10/14/96 Edelman Value Fund 150,000 Pfd .25100
10/16/96 Edelman Value Partners 50,000 Pfd .25100
10/31/96 Edelman Value Partners 200,000 Pfd .28250
10/31/96 Edelman Value Fund 25,000 Pfd .28325
10/31/96 Edelman Value Fund 300,000 Pfd .28208
11/ 8/96 Edelman Value Fund 100,000 Pfd .25100
11/12/96 Edelman Value Fund 50,000 Pfd .25060
11/13/96 Edelman Value Fund 30,000 Pfd .25083
11/15/96 Edelman Value Fund 10,000 Pfd .31500
11/15/96 Edelman Value Fund 30,000 Pfd .28225
11/21/96 Edelman Value Fund 120,000 Pfd .31300
11/21/96 Edelman Value Partners 60,000 Pfd .31300
11/22/96 Edelman Value Fund 15,000 Pfd .34542
11/26/96 Edelman Value Fund 50,000 Pfd .34425
11/26/96 Edelman Value Fund 25,000 Pfd .37600
11/26/96 Edelman Value Partners 25,000 Pfd .34475
11/26/96 Edelman Value Partners 25,000 Pfd .37600
11/27/96 Edelman Value Fund 25,000 Pfd .34475
11/27/96 Edelman Value Partners 25,000 Pfd .34475
11/29/96 Edelman Value Fund 200,000 Pfd .31300
11/29/96 Edelman Value Partners 100,000 Pfd .31300
12/05/96 Edelman Value Fund 250,000 Pfd .28175
</TABLE>
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CUSIP No. 50043410 5 13D
