SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
(Amendment No. 4)
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)
September 2, 1997
(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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CUSIP No. 50043410 5 13D
Item 1. Security and Issuer.
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Item 1 is hereby restated as follows:
This amended statement on Schedule 13D relates to the Class A Common Stock,
par value $.05 per share (the 'Pre-Exchange 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 Pre-Exchange Common Stock, were owners of shares of the Company's
Series A Convertible Redeemable Preferred Stock (the 'Preferred Stock') prior to
the exchange described below. The Preferred Stock is generally non-voting stock
which, prior to the exchange described below, was convertible on a
share-for-share basis into shares of the Pre-Exchange Common Stock at the
election of the holder. Effective September 2, 1997, the Company exchanged
approximately $210 million of outstanding debentures and non-contingent claims
for newly issued common stock (the 'New Common Stock') pursuant to a prepackaged
plan of reorganization filed by the Company on July 14, 1997, and confirmed by
the United States Bankruptcy Court for the District of Delaware on August 19,
1997. The approximate outstanding 48,938,507 shares of Pre-Exchange Common Stock
and 38,886,590 shares of Preferred Stock were exchanged, pursuant to the
prepackaged plan, for approximately 11,800,000 shares of New Common Stock. This
exchange included the Preferred Stock of the Reporting Persons.
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. Asher B. Edelman
maintains business offices in conjunction with the foregoing entities.
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CUSIP No. 50043410 5 13D
(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.
(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 4. Purposes of the Transaction.
Item 4 is hereby amended and restated as follows:
The Reporting Persons originally acquired the Preferred Stock shares
indicated with the view toward and expectation of realizing a profit upon the
investment because, in their opinion, such shares were undervalued by the
market. On July 14, 1997, the company filed a Prepackage Plan of Reorganization
which was confirmed by the U.S. Bankruptcy Court for the District of Delaware on
August 19, 1997. Under the Plan of Reorganization, holders of the Company's
Series A Preferred Stock were to exchange their shares into one and
three-quarter (1.75) shares of New Common Stock. On September 2, 1997, the
Reporting Persons exchanged their Preferred Stock in accordance with the Plan of
Reorganization.
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 New Common Stock
reported owned by each person referred to herein is based upon approximately
11,800,000 shares of New Common Stock outstanding as of the September 2, 1997
Exchange, based upon information received from the Company and as reported on
the Company's recently filed 8K.
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CUSIP NO. 50043410 5 13D
As of the close of business on September 2, 1997:
(i) Edelman Management owns no shares of New Common 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 25,418 shares of New
Common Stock owned by Edelman Value Partners after the Exchange. Such shares
constitute approximately 0.2% of the New Common Stock outstanding.
(ii) Edelman Value Partners owns 25,418 shares of New Common Stock after
the Exchange which constitute approximately 0.2% of the New Common Stock
outstanding.
(iii) Edelman Value Fund owns 58,149 shares of New Common Stock after the
Exchange which constitute approximately 0.5% of the New Common Stock
outstanding.
(iv) Asher B. Edelman owns no shares of New Common 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 25,418 shares of New Common Stock owned by Edelman Value
Partners and the 58,149 shares of New Common Stock owned by Edelman Value Fund.
Such shares constitute 0.7% of the New Common Stock outstanding.
(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.
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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: September 5, 1997
/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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SCHEDULE A
Director and Executive Officers of
A. B. Edelman Management Company Inc.
Present
Name Business Address Principal Occupation
Asher B. Edelman Refer to Item 2(b) General Partner, Asco Partners,
a general partner of Edelman
Securities Company General
Partner, Plaza Securities Company
(investment partnership);
Chairman of the Board and Chief
Executive Officer, Datapoint
Corporation (telecommunication
company); Investment Manager,
Edelman Value Fund, Ltd.,
(investment entity) Chairman of
the Board, Canal Capital
Corporation (art
and real estate investment)
Additional Executive Officers:
Irving Garfinkel 717 Fifth Avenue General Partner, Asco Partners,
New York, NY 10022 a general partner of Edelman
Securities Company
(broker-dealer); General Partner
and Controller, Plaza Securities
Company (investment partnership)
Gerald N. Agranoff 717 Fifth Avenue General Partner, Asco Partners,
New York, NY 10022 a general partner of Edelman
Securities Company
(broker-dealer); General Partner
and Counsel, Plaza Securities
Company (investment partnership)
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