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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Amendment No. 2)
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)
May 7, 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 "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.
Asher B. Edelman maintains business offices in conjunction with the foregoing
entities.
(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 4. Purposes of the Transaction.
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Item 4 is hereby amended and restated as follows:
The Reporting Persons have 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 are undervalued by the market.
They intend to closely monitor the developments of the Company, especially those
developments pertaining to the proposal set forth in the Company's Proxy to
issue Common Stock to the holders of Preferred Stock shares at a ratio of
1:1.75.
The Reporting Persons have initiated contacts, held telephonic
discussions and exchanged correspondence with various members of Company's
management, the Company's financial advisors, the bondholders' advisors and a
major shareholder of the Company concerning the proposed financial restructuring
of the Company and the possible adverse effects of such restructuring upon the
interests of the holders of Preferred Stock given their existing rights relative
to the rights of holders of the Common Stock. The Reporting Persons have
likewise engaged legal counsel to review the ramifications of the share exchange
proposed in the Proxy. Given the unfairness of the proposed exchange to the
holders of the Preferred shares in the opinion of the Reporting Persons, the
Reporting Persons may direct their legal counsel to institute any litigation
which may be prudent to protect the interests of the Reporting Persons and other
holders of Preferred shares who share their opinions.
The Reporting Persons will continue to closely monitor the
affairs of the Company. The Reporting Persons may communicate with members of
management, their advisors, other shareholders, their advisors and other
interested parties with a view toward preserving existing rights and privileges
granted to holders of Preferred Stock and toward maximizing the realizable value
of their investment. Depending upon future developments, the plans of the
Reporting Persons may change.
Notwithstanding anything to the contrary in the preceding
paragraphs of this section, the Reporting Persons may, from time to time
hereafter, either acquire or dispose of shares of the Company in the open
market, in privately negotiated transactions, or otherwise, subject to
applicable securities laws, as, if and when such acquisitions or sales are
determined by the Reporting Persons, or any of them, to be in their best
interests.
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CUSIP No. 50043410 5 13D
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
48,938,543 shares of Common Stock outstanding as of January 31, 1997, based upon
information received from the Company and as reported on the Company's 10K for
the year ending December 31, 1996.
As of the close of business on May 7, 1997:
(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
1,330,700 shares of Preferred Stock (convertible to 1,330,700 Common shares)
owned by Edelman Value Partners. Such shares constitute approximately 2.6% of
the Common shares outstanding (based upon 50,269,243 Common shares which would
be outstanding following conversion of the Preferred shares).
(ii) Edelman Value Partners owns no shares of Common Stock and 1,330,700
shares of Preferred Stock, presently convertible into 1,330,700 Common shares,
which constitute approximately 2.6% of the Common shares outstanding (based upon
50,269,243 Common shares which would be outstanding following conversion of the
Preferred shares).
(iii) Edelman Value Fund owns no shares of Common Stock and 2,685,000
shares of Preferred Stock, presently convertible into 2,685,000 Common shares,
which constitute approximately 5.2% of the Common shares outstanding (based upon
51,623,543 Common shares which would be outstanding following conversion of the
Preferred shares).
(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 1,330,700 shares of Preferred Stock owned by
Edelman Value Partners and the 2,685,000 shares of Preferred Stock owned by
Edelman Value Fund (convertible in the aggregate to 4,015,700 Common shares).
Such shares constitute 7.6% of the Common shares outstanding (based upon
52,954,243 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.
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CUSIP No. 50043410 5 13D
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 B
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: May 8, 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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CUSIP No. 500434010 5 13D
SCHEDULE A
Director and Executive Officers of
A. B. Edelman Management Company Inc.
<TABLE>
<CAPTION>
Present
Name Business Address Principal Occupation
<S> <C> <C>
Asher B. Edelman 85 Av. General Guisan General Partner, Asco Partners, a general
Ch-1009 Pully partner of Edelman Securities Company
Switzerland 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)
<CAPTION>
Additional Executive Officers:
<S> <C> <C>
Irving Garfinkel 717 Fifth Avenue General Partner, Asco Partners, a general partner
New York, NY 10022 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, a general partner
New York, NY 10022 of Edelman Securities Company (broker-dealer);
General Partner and Counsel, Plaza Securities
Company (investment partnership)
</TABLE>
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CUSIP No. 50043410 5 13D
SCHEDULE B
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>
3/31/97 Edelman Value Partners 10,000 Pfd .28375
3/31/97 Edelman Value Partners 12,000 Pfd .26646
3/31/97 Edelman Value Fund 20,000 Pfd .28275
3/31/97 Edelman Value Fund 10,000 Pfd .28375
4/02/97 Edelman Value Partners 5,000 Pfd .22175
4/07/97 Edelman Value Fund 5,000 Pfd .25300
4/07/97 Edelman Value Partners 10,000 Pfd .25150
4/08/97 Edelman Value Partners 10,000 Pfd .25300
4/09/97 Edelman Value Fund 5,000 Pfd .25300
4/14/97 Edelman Value Partners 10,000 Pfd .23738
4/18/97 Edelman Value Partners 10,000 Pfd .22175
4/24/97 Edelman Value Fund 5,000 Pfd .22175
4/25/97 Edelman Value Fund 5,000 Pfd .22175
4/30/97 Edelman Value Fund 5,000 Pfd .22175
4/30/97 Edelman Value Partners 5,000 Pfd .22175
4/30/97 Edelman Value Partners 2,000 Pfd .21062
5/02/97 Edelman Value Fund 5,000 Pfd .20612
5/05/97 Edelman Value Fund 5,000 Pfd .20612
5/07/97 Edelman Value Partners 5,000 Pfd .20612
5/07/97 Edelman Value Partners 5,000 Pfd .22175
</TABLE>
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