-----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, NUDZAyRHZt5xKPrnNBdL0mGW48ake3FE7JcItBWvkleFUCOiZsqYufEucuOjFBJT t7SbrxS+jEn0cIykz8l7Hw== 0000205239-96-000029.txt : 19961125 0000205239-96-000029.hdr.sgml : 19961125 ACCESSION NUMBER: 0000205239-96-000029 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961122 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KOLL REAL ESTATE GROUP INC CENTRAL INDEX KEY: 0000840216 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 020426634 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-39991 FILM NUMBER: 96671149 BUSINESS ADDRESS: STREET 1: 4343 VON KARMAN AVENUE STREET 2: NULL CITY: NEWPORT BEACH STATE: CA ZIP: 92660- BUSINESS PHONE: 7148333030 MAIL ADDRESS: STREET 1: 4343 VON KARMAN AVENUE CITY: NEWPORT BEACH STATE: CA ZIP: 92660- FORMER COMPANY: FORMER CONFORMED NAME: BOLSA CHICA CO/ DATE OF NAME CHANGE: 19921229 FORMER COMPANY: FORMER CONFORMED NAME: HENLEY GROUP INC/DE/ DATE OF NAME CHANGE: 19910415 FORMER COMPANY: FORMER CONFORMED NAME: HENLEY NEWCO INC DATE OF NAME CHANGE: 19900109 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EDELMAN ASHER B CENTRAL INDEX KEY: 0000915696 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 717 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-371-7711 MAIL ADDRESS: STREET 1: 717 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 SCHEDULE 13D OF ASHER B. EDELMAN, ET. AL SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ SCHEDULE 13D 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) November 15, 1996 (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 CUSIP No. 50043410 5 13D (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Edelman Value Partners, L.P. _______________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) [ ] ______________________________________________________________________________ (3) SEC USE ONLY ______________________________________________________________________________ (4) SOURCE OF FUNDS WC ______________________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ______________________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ______________________________________________________________________________ NUMBER OF (7) SOLE VOTING POWER 926,700 (comprised solely of convertible Preferred shares) SHARES _________________________________________________________________ BENEFICIALLY (8) SHARED VOTING POWER - 0 - OWNED BY_______________________________________________________________________ EACH (9) SOLE DISPOSITIVE POWER 926,700 (comprised solely of convertible Preferred shares) REPORTING _____________________________________________________________________ PERSON WITH (10) SHARED DISPOSITIVE POWER - 0 - _______________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 926,700 (comprised solely of convertible Preferred shares) _______________________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] _______________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9% _______________________________________________________________________________ (14) TYPE OF REPORTING PERSON PN CUSIP No. 50043410 5 13D (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Edelman Value Fund, Ltd. _______________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) [ ] _______________________________________________________________________________ (3) SEC USE ONLY _______________________________________________________________________________ (4) SOURCE OF FUNDS WC _______________________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] _______________________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands _______________________________________________________________________________ NUMBER OF (7) SOLE VOTING POWER - 0 - SHARES _______________________________________________________________________ BENEFICIALLY (8) SHARED VOTING POWER 1,811,000 (comprised solely of convertible Preferred shares) OWNED BY _____________________________________________________________________ EACH (9) SOLE DISPOSITIVE POWER - 0 - REPORTING _____________________________________________________________________ PERSON WITH (10) SHARED DISPOSITIVE POWER 1,811,000 (comprised solely of convertible Preferred shares) _______________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,811,000 (comprised solely of convertible Preferred shares) _______________________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] _______________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.6% _______________________________________________________________________________ (14) TYPE OF REPORTING PERSON CO CUSIP No. 50043410 5 13D (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON A.B. Edelman Management Company, Inc. _______________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) [ ] _______________________________________________________________________________ (3) SEC USE ONLY _______________________________________________________________________________ (4) SOURCE OF FUNDS Not Applicable _______________________________________________________________________________ (5) CHECK BOX 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 (7) SOLE VOTING POWER -0- SHARES _______________________________________________________________________ BENEFICIALLY (8) SHARED VOTING POWER 926,700 (comprised solely of convertible Preferred shares owned by Edelman Value Partners) OWNED BY _____________________________________________________________________ EACH (9) SOLE DISPOSITIVE POWER -0- REPORTING _____________________________________________________________________ PERSON WITH (10) SHARED DISPOSITIVE POWER 926,700 (comprised solely of convertible Preferred shares owned by Edelman Value Partners) _______________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 926,700 (comprised solely of convertible Preferred shares owned by Edelman Value Partners) _______________________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] _______________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9% _______________________________________________________________________________ (14) TYPE OF REPORTING PERSON CO CUSIP No. 50043410 5 13D (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Asher B. Edelman _______________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) [ ] _______________________________________________________________________________ (3) SEC USE ONLY _______________________________________________________________________________ (4) SOURCE OF FUNDS Not Applicable _______________________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] _______________________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States _______________________________________________________________________________ NUMBER OF (7) SOLE VOTING POWER - 0 - SHARES _______________________________________________________________________ BENEFICIALLY (8) SHARED VOTING POWER 2,737,700 (comprised solely of convertible Preferred shares owned by Edelman Value Partners and Edelman Value Fund) OWNED BY _____________________________________________________________________ EACH (9) SOLE DISPOSITIVE POWER - 0 - REPORTING _____________________________________________________________________ PERSON WITH (10) SHARED DISPOSITIVE POWER 2,737,700 (comprised solely of convertible Preferred shares owned by Edelman Value Partners and Edelman Value Fund) _______________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,737,700 (comprised solely of convertible Preferred shares owned by Edelman Value Partners and Edelman Value Fund) _______________________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ______________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3% _______________________________________________________________________________ (14) TYPE OF REPORTING PERSON IN CUSIP No. 50043410 5 13D Item 1. Security and Issuer. - --------------------------------- This 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. - ---------------------------------------- (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 the Edelman Value Fund 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. The business address of Asher B. Edelman is 85 Av. General Guisan, Ch-1009 Pully, Switzerland. (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. CUSIP No. 50043410 5 13D Item 3. Source and Amount of Funds or Other Consideration. As of the date of this statement, the Reporting Persons' net investment cost (including commissions, if any) is $228,078.75 for the 926,700 Preferred shares owned by Edelman Value Partners and $450,021.25 for the 1,811,000 Preferred shares owned by Edelman Value Fund. Each entity made purchases of the Preferred Stock with its working capital. Each entity possesses a portfolio containing shares other than those of the Company which portfolio shares may, from time to time, be held in margin accounts at major domestic brokerage firms, which may have debit balances, and which may, from time to time, be subject to security interests in favor of major domestic or international lending insitutions to secure working capital advances. Since the portfolio securities are comprised of shares other than those of the Company, it is highly impractical to determine the amount, if any, borrowed with respect to the Company shares held in such general accounts or comprising a portion of such collateral. Item 4. Purposes of the Transaction. 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 ongoing discussions between the Company's management and the Company's bondholders relating to a proposed financial restructuring of the Company. 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. To the best knowledge of the Reporting Persons, given the unavailability of direct information from the Company (the Reporting Persons having declined to enter into a confidentiality agreement with the Company), and given the public announcements regarding the proposed financial restructuring by Rothschild, Inc., financial advisor to the bondholder committee (Press Release Date 9/13/96), the Reporting Persons believe that the Company is entertaining an offer from the bondholders to exchange the $194.1 Million principal indebtedness under the outstanding debentures (as of 9/30/96) for approximately 90% of the Common Stock outstanding after the exchange, and for majority representation on the Company's Board of Directors. Under the proposal, the remaining 10% of the Common Stock would be slated for distribution to the holders of Common and Preferred Stock in some fashion yet to be negotiated. Taking into account the rights and privileges of the holders of Preferred Stock vis-a-vis the holders of Common Stock, and taking into account the large Common Stock holding of members of the Company's management, it is the opinion of the Reporting Persons that it is unlikely that the Company's management can adequately represent their interests or the interests of other holders of Preferred Stock. Such representation might result in disproportionately adverse treatment to the holders of Preferred Stock in the event a restructuring agreement is reached without the active participation of the holders of Preferred Stock. In the opinion of the Reporting Persons, the resulting equity in the Company remaining after the exchange with lthe bondholders should be distributed in such a manner so as to disproportionately favor the holders of the Preferred Stock over the holders of the Common Stock, given the existing rights of each group relative to one another. In light of their view, the Reporting Persons have requested and obtained a list of Preferred Stock shareholders from the Company and may utilize the information contained in the list to contact other Preferred Stock shareholders with the goal of securing support for their views regarding the proposed financial restructuring transaction and possibly other matters affecting the Company. CUSIP No. 50043410 5 13D 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. Item 5. Interest in Securities of the Issuer. - -------------------------------------------------- (a) The aggregate percentage of the outstanding shares of Common Stock reported owned by each person referred to herein is based upon 48,932,555 shares of Common Stock outstanding as of November 1, 1996, based upon information received from the Company and as reported on the Company's 10Q for the quarter ending September 30, 1996. As of the close of business on November 21, 1996: (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 926,700 shares of Preferred Stock (convertible to 926,700 Common shares) owned by Edelman Value Partners. Such shares constitute approximately 1.9% of the Common shares outstanding (based upon 49,859,255 Common shares which would be outstanding following conversion of the Preferred shares). (ii) Edelman Value Partners owns no shares of Common Stock and 926,700 shares of Preferred Stock, presently convertible into 926,700 Common shares, which constitute approximately 1.9% of the Common shares outstanding (based upon 49,859,255 Common shares which would be outstanding following conversion of the Preferred shares). (iii) Edelman Value Fund owns no shares of Common Stock and 1,811,000 shares of Preferred Stock, presently convertible into 1,811,000 Common shares, which constitute approximately 3.6% of the common shares outstanding (based upon 50,743,555 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 926,700 shares of Preferred Stock owned by Edelman Value Partners and the 1,811,000 shares of Preferred Stock owned by Edelman Value Fund (convertible in the aggregate to 2,737,700 Common shares). Such shares constitue 5.3% of the Common shares outstanding (based upon 51,670,255 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. 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. CUSIP No. 50043410 5 13D (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. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. - ----------------------------------------------------------------------------- Other than the relationships disclosed in other sections of this statement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any other person with respect to any securities of the Company. Item 7. Material to be Filed as Exhibits. The Reporting Persons are parties to an Agreement Regarding Joint Filing Under Section 13(d) of The Exchange Act dated November 15, 1996. 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: November 22, 1996 /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 CUSIP No. 50043410 5 13D SCHEDULE A Director and Executive Officers of A. B. Edelman Management Company Inc.
Present Name Business Address Principal Occupation 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 (operation of public stockyards) Additional Executive Officers: 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) 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]
No. Shares Date Name Bought (Sold) Price 9/23/96 Edelman Value Partners 65,000 Pfd .21950 9/23/96 Edelman Value Fund 65,000 Pfd .21952 9/26/96 Edelman Value Partners 50,000 Pfd .21925 9/26/96 Edelman Value Fund 50,000 Pfd .21925 9/30/96 Edelman Value Fund 70,000 Pfd .21961 10/ 1/96 Edelman Value Fund 50,000 Pfd .21975 10/14/96 Edelman Value Fund 150,000 Pfd .25100 10/16/96 Edelman Value Partners 50,000 Pfd .25100 10/31/96 Edelman Value Partners 200,000 Pfd .28250 10/31/96 Edelman Value Fund 25,000 Pfd .28325 10/31/96 Edelman Value Fund 300,000 Pfd .28208 11/ 8/96 Edelman Value Fund 100,000 Pfd .25100 11/12/96 Edelman Value Fund 50,000 Pfd .25060 11/13/96 Edelman Value Fund 30,000 Pfd .25083 11/15/96 Edelman Value Fund 10,000 Pfd .31500 11/15/96 Edelman Value Fund 30,000 Pfd .28225 11/21/96 Edelman Value Fund 120,000 Pfd .31300 11/21/96 Edelman Value Partners 60,000 Pfd .31300
CUSIP No. 5004410 5 13D EXHIBIT 1 AGREEMENT REGARDING JOINT FILING UNDER SECTION 13(d) OF THE EXCHANGE ACT FOR VALUE RECEIVED, the undersigned, effective as of November 15, 1996, hereby agree as follows: 1. Joint Filing Authorization. Each party hereto authorizes ASHER B. EDELMAN to file on their behalf with the Securities & Exchange Commission (the "SEC"), all appropriate exchanges and other appropriate parties, as a joint filing for all of the undersigned parties pursuant to Rule 13d-1(f)(1)(iii), a statement of their beneficial ownership of the Class A Common Stock of KOLL REAL ESTATE GROUP, INC. (the "Company") on Schedule 13D as promulgated by the SEC, including any pertinent amendments thereto, and including, where applicable, additions or deletions to the group represented by the undersigned. 2. Power of Attorney. Each party hereto hereby designates and appoints ASHER B. EDELMAN as their attorney-in-fact, to take all actions and to execute all documentation in their stead and on their behalf necessary or prudent to effectuate the joint filings relating to the Company contemplated by this Agreement, until revoked in writing by the party. 3. Binding on Heirs, Representatives, Successors and Assigns. This Agreement shall be binding upon the undersigned and their respective heirs, representatives, successors and assigns. /s/____________________________________________________________ ASHER B. EDELMAN EDELMAN VALUE PARTNERS, L.P., a Delaware limited partnership, By: A. B. Edelman Management Company, Inc., a New York corporation, General Partner By: /s/________________________________________________________ Asher B. Edelman, President EDELMAN VALUE FUND, LTD., a British Virgin Islands corporation By: /s/________________________________________________________ Asher B. Edelman, Investment Manager A. B. EDELMAN MANAGEMENT COMPANY, INC., a New York corporation By:/s/__________________________________________________________ Asher B. Edelman, President CUSIP No. 50043410 5 -----END PRIVACY-ENHANCED MESSAGE-----