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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
Koll Real Estate Group, Inc.
(Name of Issuer)
Common Stock, par value $.05 per share
(Title of Class of Securities)
50043430 3
(CUSIP Number)
William A. Austin
General Counsel
ING Baring (U.S.) Capital Corporation
135 East 57th Street
New York, New York 10022
Tel. (212) 409-6155
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
John T. O'Connor, Esq.
Milbank, Tweed, Hadley & McCloy
One Chase Manhattan Plaza
New York, New York 10005
Telephone: (212) 530-5548
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 to 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 [ ].
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SCHEDULE 13D
CUSIP NO.: 50043430 3
(1) NAME OF REPORTING PERSON: ING Baring (U.S.) Capital Corporation
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS: OO
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
(7) SOLE VOTING POWER: 1,666,943
(8) SHARED VOTING POWER: -0-
(9) SOLE DISPOSITIVE POWER: 1,666,943
(10) SHARED DISPOSITIVE POWER: -0-
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 1,666,943
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 13.95%
(14) TYPE OF REPORTING PERSON: CO
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ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Statement on
Schedule 13D (the "Statement") relates is the common stock, par value $0.05 per
share (the "Common Stock"), of Koll Real Estate Group, Inc., a Delaware
corporation (the "Company"), with its principal executive offices located at
4343 Von Karman Avenue, Newport Beach, California 92660.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by ING Baring (U.S.) Capital
Corporation, a Delaware corporation (the "Reporting Person"). The principal
executive office of the Reporting Person is located at 667 Madison Avenue, New
York, New York 10021. The principal business of the Reporting Person is
financial services.
The Reporting Person is a wholly owned subsidiary of ING
Baring (U.S.) Financial Holdings Corporation ("Baring Holdings") a Delaware
corporation with its principal executive office located at 667 Madison Avenue,
New York, New York 10021. Baring Holdings is a holding company with subsidiaries
engaged principally in the financial services business.
Baring Holdings is a wholly owned subsidiary of ING
(U.S.) Financial Holdings Corporation ("U.S. Holdings"). U.S.
Holdings is a Delaware corporation and its principal executive
office is located at 135 East 57th Street, New York, New York
10022.
U.S. Holdings is a wholly owned subsidiary of ING Bank N.V.
("INB"). INB is organized under the laws of The Netherlands. INB is engaged
principally in the financial services business. The principal executive office
of INB is located at De Amsterdamse Poort, 1102 MG, Amsterdam Zuid - Oost,
Postbus 1800, 1000 AV, Amsterdam, The Netherlands.
INB is a wholly owned subsidiary of ING Groep N.V. ("ING"), a
holding company organized under the laws of The Netherlands with subsidiaries
engaged principally in the financial services business. The principal executive
office of ING is located at Strawinskylaan 2631, Postbus 810, 1000 AV Amsterdam,
The Netherlands.
Information regarding the directors and executive officers of
the Reporting Person, Baring Holdings, U.S. Holdings, INB and ING is set forth
on Schedule I attached hereto, which Schedule is hereby incorporated by
reference. Except as set forth on Schedule I, all of the directors and executive
officers of the Reporting Person are citizens of the United States.
During the last five years, none of (i) the Reporting Person,
(ii) Baring Holdings, (iii) U.S. Holdings, (iv) INB,
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(v) ING nor (vi) to the best knowledge of the Reporting Person, any of the
persons identified in Schedule 1, has been (a) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (b) 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
violations with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No cash was required to be paid by the Reporting Person in
consideration of the issuance of the 1,666,943 shares of Common Stock to the
Reporting Person on September 2, 1997. Such shares were issued by the Company
under and pursuant to a plan of reorganization (the "Plan") filed by the Company
under Chapter 11 of the United States Bankruptcy Code on July 14, 1997. The Plan
was confirmed by the United States Bankruptcy Court for the District of Delaware
on August 19, 1997 and became effective on September 2, 1997. Pursuant to the
Plan, the Company agreed, among other things, to exchange all of its outstanding
debentures and all of its outstanding Class A Common Stock ("Class A Stock") for
Common Stock.
Under the Plan, the Company exchanged 56 shares of Common
Stock for each $1,000 in principal amount of the 12% Senior Subordinated
Pay-In-Kind Debentures due March 15, 2002 ("Senior Debentures") and 28 shares
of Common Stock for each $1,000 in principal amount of the outstanding 12%
Subordinated Pay-In-Kind Debentures due March 15, 2002 ("Subordinated
Debentures") that were outstanding as of March 15, 1997, and 1 share of Common
Stock for each 100 shares of Class A Stock that were outstanding.
Pursuant to the Plan, holders of Senior Debentures and/or
Subordinated Debentures and Class A Stock on September 2, 1997 received shares
of Common Stock in exchange for releasing the Company from its obligations under
the debentures and the Class A Stock. The Reporting Person received 1,666,943
shares of Common Stock from the Company under this Plan in exchange for its
release of the Company from its obligations to the Reporting Person under the
$25,636,326 principal amount of Senior Debentures (1,435,634 shares of Common
Stock), the $8,207,441 principal amount of Subordinated Debentures (229,808
shares of Common Stock) and the $150,000 of Class A Stock (1,500 shares of
Common Stock) held by the Reporting Person on September 2, 1997.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the Reporting Person's acquisition of the
shares of Common Stock referred to above is for investment purposes.
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The Reporting Person has no plan or proposal with respect to
the Company which relates to or would result in any of the matters listed in
Items 4(a) - (j) of Schedule 13D. The Reporting Person may, however, purchase
additional shares or dispose of some or all of its shares of the Common Stock of
the Company. In determining whether to purchase additional shares or to dispose
of its shares, the Reporting Person intends to consider and review various
factors on a continuous basis, including among other things, the Company's
financial condition, business and prospects, other developments concerning the
Company, other investment and business opportunities available to the Reporting
Person, developments with respect to the Reporting Person's business, and
general economic, monetary and stock market conditions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the close of business on September 2, 1997, the
Reporting Person was the beneficial owner of 1,666,943 shares of Common Stock of
the Company, which constitute in the aggregate 13.95% of the shares of Common
Stock outstanding.
Except as described in the preceding paragraph, neither the
Reporting Person nor, to the best knowledge of the Reporting Person, any of the
persons referred to in Schedule I attached hereto, beneficially owns any shares
of Common Stock.
(b) The Reporting Person has the sole power to vote, direct
the voting of, dispose of and direct the disposition of the Common Stock owned
by it.
(c) Except as described in paragraph (a) above, neither the
Reporting Person nor, to the best knowledge of the Reporting Person, any of the
persons referred to in Schedule I attached hereto, has effected any transactions
in the Common Stock during the past 60 days.
(d) The Reporting Person has the sole right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the Common Stock owned by it.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Except as described herein, neither the Reporting Person nor
any other person referred to in Schedule I attached hereto has any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
person with respect to any securities of the Company, including, but not limited
to, transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees or profits, division of
profits or loss, or the giving or withholding of proxies.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None
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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.
September 12, 1997
ING BARING (U.S.) CAPITAL CORPORATION
By: /s/ William A. Austin
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Name: William A. Austin
Title: General Counsel
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSON
Set forth below is the name and position of each of the
executive officers and directors of (i) the Reporting Person, (ii) Baring
Holdings, (iii) U.S. Holdings, (iv) INB and (v) ING.
Except as otherwise indicated, the principal occupation of
each person listed below is as a Senior Officer of the Reporting Person, Baring
Holdings, U.S. Holdings, INB and/or ING, as the case may be. Unless otherwise
indicated, each person listed below is a citizen of the United States, except
for the senior management of INB and ING, who are citizens of The Netherlands.
The business address of each person at the Reporting Person
and Baring Holdings is 667 Madison Avenue, New York, New York 10021 and the
business address of each person at U.S. Holdings is 135 East 57th Street, New
York, New York 10022. The business address of each person at INB is De
Amsterdamse Poort, 1102 MG, Amsterdam Zuid - Oost, Postbus 1800, 1000 AV,
Amsterdam, The Netherlands. The business address of each person at ING is
Strawinskylaan 2631, Postbus 810, 1000 AV Amsterdam, The Netherlands.
ING BARING (U.S.) CAPITAL CORPORATION
Management
Lane C. Grijns Director, Chairman
Wietze Prinsen Director
Officers
Wietze Prinsen President
Elizabeth Seal Chief Financial Officer
Joseph Kaminsky Senior Vice President
William A. Austin General Counsel
ING BARING (U.S.) FINANCIAL HOLDINGS CORPORATION
Management
Lane C. Grijns Director, Chairman
Wietze Prinsen Director
Officers
Wietze Prinsen President
Elizabeth Seal Chief Financial Officer
Joseph Kaminsky Senior Vice President
William A. Austin General Counsel
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ING (U.S.) FINANCIAL HOLDINGS CORPORATION
Management
Lane C. Grijns Director
Bart Staal Director
H. Lindenbergh Director (Citizen of The Netherlands)
M. Minderhoud Director, Chairman (Citizen of The Netherlands)
Officers
Lane C. Grijns President
Bart Staal Executive Vice President
Elizabeth Seal Chief Financial Officer
Joseph Kaminsky Senior Vice President
William A. Austin General Counsel
ING BANK N.V.
Board of Directors
J. Kamminga Chairman
J.W. Berghuis Vice Chairman
P.E. van der Heijden
O.H.A. van Royen
G. Verhagen
Executive Officers
G.J.A. van der Lugt Chairman
J.H.M. Lindenbergh Member
C. Maas Member
M. Minderhoud Member
ING GROEP N.V.
Board of Directors
J.H. Choufoer Chairman
T.C. Braakman Vice-Chairman
Mrs. L.A.A. van den Berghe
J.W. Berhuis
P.F. van der Heijden
J. Kamminga
O.H.A. van Royen
J.J. van Rijn
G. Verhagen
M. Ververs
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Executive Officers
A.G. Jacobs Chairman
G.J.A. van der Lugt Vice-Chairman
J.H. Holsboer
F. Kist
J.H.M. Lindenbergh
C. Maas
M. Minderhoud
A.H.J. Rinnooy Kan
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