UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)1
Koll Real Estate Group, Inc.
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(Name of Issuer)
Class A Common Stock, par value $.05 per share
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(Title of Class of Securities)
500434105
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(Cusip Number)
Daniel R. Tisch
Mentor Partners, L.P.
500 Park Avenue
New York, New York 10022
(212) 935-7640
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 31, 1996
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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 []. (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.
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1The remainder of this cover page shall be filled out for a reporting persons'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 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 500434105 Page 2 of 5 Pages
----------- --- ---
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mentor Partners, L.P. Employer I.D.# 06-126-0469
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) []
(b) X
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3 SEC USE ONLY
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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
State of Delaware
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7 SOLE VOTING POWER
NUMBER OF
3,162,500
SHARES --------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY --------------------------------------------------
9 SOLE DOSPOSITIVE POWER
EACH
3,162,500
REPORTING --------------------------------------------------
10 SHARED DISPOOSITIVE POWER
PERSON
0
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,162,500
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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)
6.2%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 3 amends the Schedule 13D filed with the Securities and
Exchange Commission (the "Commission") on June 13, 1994 (the "Schedule 13D") as
amended by Amendments dated December 6, 1994 and August 3, 1995, by Mentor
Partners, L.P., a Delaware limited partnership (the "Partnership"), relating to
the Class A Common Stock, par value $.05 per share (the "Shares"), of Koll Real
Estate Group Inc., a Delaware corporation (the "Company"). Capitalized terms
used and not defined herein shall have the meanings assigned such terms in the
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
---------------------------------------------
The information set forth in Item 5 ("Interest in Securities of the
Issuer") of the Schedule 13D is hereby amended and supplemented by adding the
following information to the respective paragraphs thereof.
(a) As of the close of business on November 1, 1996, the Partnership
beneficially owns an aggregate of 3,162,500 Shares, including 530,000 Shares
owned directly by the Partnership and 2,632,500 shares of Preferred Stock owned
directly by the Partnership which became convertible into Shares on July 16,
1994. The Shares and Preferred Stock beneficially owned by the Partnership are
approximately 6.2% of the Shares outstanding on August 1, 1996, including for
purposes of this calculation 48,462,791 Shares outstanding as reported in the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996
filed with the Commission and dated August 1, 1996 and, pursuant to Securities
and Exchange Commission Rule 13d-3(d)(1)(i), 17 C.F.R. ss. 240.13d-3(d)(1)(i),
the Preferred Stock owned by the Partnership.
(c) Transactions in the Shares and the Preferred Stock in the past 60 days
by the Partnership are set forth on Schedule A attached hereto and hereby
incorporated herein by reference. Except for such transactions, no other
transactions in the Shares or the Preferred Stock have been effected during the
past sixty days by the Partnership or, to its best knowledge, any Control
Person.
Page 3 of 5 Pages
<PAGE>
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: November 4, 1996
MENTOR PARTNERS, L.P.
By: /s/Daniel R. Tisch
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Daniel R. Tisch
Authorized Signature
Page 4 of 5 Pages
<PAGE>
SCHEDULE A2
Transaction Price per
Date Security Purchase/Sale No. Shares Share3
- ----------- -------- ------------- ---------- ---------
10/31/96 Pfrd Stock Sale 460,000 $.2677
11/1/96 Pfrd Stock Sale 7,500 $.2813
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2 The transaction was effected over the National Association of Securities
Dealer Automated Quotation System.
3 Exclusive of commissions, if any.
Page 5 of 5 Pages
