-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CB04huPEi0r1DkTu5Nc2aQpbWcadmq+y1VkiU5T6b2uaORJK+trV/ddfG/SJJ9ZP SAWQgQrt8QtIxdQbMXceog== 0000919574-98-001159.txt : 19981120 0000919574-98-001159.hdr.sgml : 19981120 ACCESSION NUMBER: 0000919574-98-001159 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981119 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRC COMPANIES INC /DE/ CENTRAL INDEX KEY: 0000103096 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 060853807 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-12320 FILM NUMBER: 98755340 BUSINESS ADDRESS: STREET 1: 5 WATERSIDE CROSSING CITY: WINDSOR STATE: CT ZIP: 06095 BUSINESS PHONE: 2032898631 FORMER COMPANY: FORMER CONFORMED NAME: VAST INC /DE/ DATE OF NAME CHANGE: 19761201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KARLEN SVEN B JR CENTRAL INDEX KEY: 0001045033 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 104349166 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O GRANDVIEW PARTNERS LP STREET 2: TWO INTERNATIONAL PL 24TH FL CITY: BOSTON STATE: MA ZIP: 02110 MAIL ADDRESS: STREET 1: C/O GRANDVIEW PARTNERS LP STREET 2: TWO INTERNATIONAL PL 24TH FL CITY: BOSTON STATE: MA ZIP: 02110 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No.: 1 Name of Issuer: TRC Companies, Inc. Title of Class of Securities: Common Stock CUSIP Number: 872-625-108 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications) Sven B. Karlen, Jr., Grandview Partners, L.P., Two International Place, 24th Floor, Boston, MA 02110 (617) 856-8877 (Date of Event which Requires Filing of this Statement) October 9, 1998 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 the disclosures provided in a prior cover page. The information required in 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. 872-625-108 1. Name of Reporting Person I.R.S. Identification No. of Above Person Sven B. Karlen, Jr. 2. Check the Appropriate Box if a Member of a Group a. b. 3. SEC Use Only 4. Source of Funds AF 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization USA Number of Shares Beneficially Owned by Each Reporting Person with: 7. Sole Voting Power: 0 8. Shared Voting Power: 0 9. Sole Dispositive Power: 0 10. Shared Dispositive Power: 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 0 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 2 13. Percent of Class Represented by Amount in Row (11) 0% 14. Type of Reporting Person IN 3 CUSIP No. 872-625-108 1. Name of Reporting Person I.R.S. Identification No. of Above Person Grandview Partners, L.P. 2. Check the Appropriate Box if a Member of a Group a. b. 3. SEC Use Only 4. Source of Funds WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization New York Number of Shares Beneficially Owned by Each Reporting Person with: 7. Sole Voting Power: 0 8. Shared Voting Power: 0 9. Sole Dispositive Power: 0 10. Shared Dispositive Power: 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 0 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 4 13. Percent of Class Represented by Amount in Row (11) 0% 14. Type of Reporting Person PN 5 The purpose of this Amendment No. 1 to the previously filed Schedule 13D is to report that Grandview Partners, L.P. (the "Partnership") and Sven B. Karlen, Jr. (together, the "Reporting Persons") are no longer greater than five percent beneficial owners in the common stock (the "Shares") of TRC Companies, Inc. ("the Issuer"). Item 1. Security and Issuer No change. Item 2. Identity and Background This statement is being filed on behalf of the Partnership and Mr. Karlen. Mr. Karlen is the sole general partner of the Partnership, is the sole managing general partner of Svenvest Partners, L.P. and exercises investment discretion over a managed account. The address of the Partnership and Mr. Karlen is Two International Place, 24th Floor, Boston, Massachusetts, 02110. Neither of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding. Neither of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoying future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. Mr. Karlen is a citizen of the United States of America. Grandview Partners, L.P. is a New York limited partnership. Item 3. Source and Amount of Funds or Other Consideration As of the date hereof, neither of the Reporting Persons owns any Shares. As of October 9, 1998, the Reporting Persons were no longer greater than five percent beneficial owners in the Shares. 6 Item 4. Purpose of Transaction No change. Item 5. Interest in Securities of the Issuer As of the date hereof, neither of the Reporting Persons owns any Shares. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer No change. Item 7. Material to be Filed as Exhibits 1. An agreement relating to the filing of a joint statement as required by Rule 13D-1(f) under the Securities Exchange Act of 1934 is filed herewith as Exhibit A. 2. Attached hereto as Exhibit B is a description of the transactions in the Shares that were effected by the Reporting Person from August 20, 1997, but were inadvertently unreported, through the date of this filing. 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. GRANDVIEW PARTNERS, L.P. By: /s/ Sven B. Karlen, Jr. Sven B. Karlen, Jr. General Partner /s/ Sven B. Karlen, Jr. Sven B. Karlen, Jr. November 19, 1998 7 00188001.AF7 Exhibit A AGREEMENT The undersigned agree that this Schedule 13D dated November 19, 1998 relating to the Common Stock of TRC Companies, Inc. shall be filed on behalf of the undersigned. GRANDVIEW PARTNERS, L.P. By: /s/ Sven B. Karlen, Jr. Sven B. Karlen, Jr. General Partner /s/ Sven B. Karlen, Jr. Sven B. Karlen, Jr. 8 00188001.AF7 EXHIBIT B SCHEDULE OF TRANSACTIONS Price Per Share (Excluding Date Shares Acquired Commission) (Sold) 8/20/97 3,300 $4.1850 8/21/97 6,500 4.3077 8/22/97 4,600 4.2323 8/25/97 5,500 4.064 8/26/97 3,100 3.970 8/27/97 6,300 4.000 8/28/97 2,200 4.000 8/29/97 6,500 4.1875 9/11/97 1,500 3.875 9/12/97 3,600 4.0347 9/15/97 5,000 4.250 9/16/97 10,000 4.2081 9/18/97 5,000 4.250 10/6/97 10,000 3.9438 10/8/97 20,000 4.000 10/9/97 3,300 4.000 10/13/97 9,500 4.4704 10/15/97 9,400 4.500 12/1/97 300 4.1875 12/30/97 20,000 3.750 12/31/97 35,700 3.9651 9 00188001.AF7 SCHEDULE OF TRANSACTIONS Price Per Share (Excluding Date Shares Acquired Commission) ____ (Sold) 10/9/98 (433,300) $3.750 10/14/98 (64,000) 3.8750 10/20/98 (100,000) 3.8250 00188001.AF7 -----END PRIVACY-ENHANCED MESSAGE-----