-----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, OViLjk6Iz4480pGZrSXmymHUmSDUnM0jXP62JV58ZJ+PCWhTIgbLefMhY1xnD1J3 Mj4rKZ6HBQXitS0Pyx8/xQ== 0000898318-98-000011.txt : 19980218 0000898318-98-000011.hdr.sgml : 19980218 ACCESSION NUMBER: 0000898318-98-000011 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980217 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KOLL REAL ESTATE GROUP INC CENTRAL INDEX KEY: 0000840216 STANDARD INDUSTRIAL CLASSIFICATION: LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES) [6552] IRS NUMBER: 020426634 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-39991 FILM NUMBER: 98543820 BUSINESS ADDRESS: STREET 1: 4343 VON KARMAN AVE STREET 2: NULL CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 7148333030 MAIL ADDRESS: STREET 1: 4343 VON KARMAN AVE 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: HALCYON SLIFKA ALAN B MANAGEMENT CO LLC CENTRAL INDEX KEY: 0001007024 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133093794 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 477 MADISON AVE STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123039400 MAIL ADDRESS: STREET 1: 477 MADISON AVE STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ________)* Koll Real Estate Group, Inc. (Name of Issuer) Common Stock (par value $0.01 per share) (Title Class of Securities) 500434105 (CUSIP Number) * 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 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. 500434105 Schedule 13G 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: Halcyon/Alan B. Slifka Management Company,LLC - DE 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY: 4 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - Halcyon/Alan B. Slifka Management Company, LLC NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER: - 0 - 6 SHARED VOTING POWER 976,505 7 SOLE DISPOSITIVE POWER - 0 - 8 SHARED DISPOSITIVE POWER 976,505 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 976,505 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 8.20% 12 TYPE OF REPORTING PERSON*: IA ______________________________________ *See Instructions CUSIP No. 500434105 Schedule 13G 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: ABS & Co. Limited -New York 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY: 4 CITIZENSHIP OR PLACE OF ORGANIZATION: New York - ABS & Co. Limited NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER: - 0 - 6 SHARED VOTING POWER 976,505 7 SOLE DISPOSITIVE POWER - 0 - 8 SHARED DISPOSITIVE POWER 976,505 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 976,505 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 8.20% 12 TYPE OF REPORTING PERSON*: HC ______________________________________ *See Instructions CUSIP No. 500434105 Schedule 13G 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: Alan B. Slifka- USA 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY: 4 CITIZENSHIP OR PLACE OF ORGANIZATION: USA - Alan B. Slifka NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER: - 0 - 6 SHARED VOTING POWER 976,505 7 SOLE DISPOSITIVE POWER - 0 - 8 SHARED DISPOSITIVE POWER 976,505 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 976,505 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 8.20% 12 TYPE OF REPORTING PERSON*: OO ______________________________________ *See Instructions Item l(a). Name of Issuer: Koll Real Estate Group, Inc. Item l(b). Address of Issuer's Principal Executive Offices: 4343 Von Karman Avenue Newport Beach, California 92660 Item 2(a). Name of Person Filing: Halcyon/Alan B. Slifka Management Company, LLC ABS & Co. Limited Alan B. Slifka Item 2(b). Address of Principal Business Office or, if None, Residence: 477 Madison Avenue, 8" Floor New York, New York 10022 Item 2(c). Citizenship: Halcyon/Alan B. Slifka Management Company, LLC - Delaware ABS & Co. Limited - New York Alan B. Slifka - U.S.A. Item 2(d). Title of Class of Securities: Common Item 2(e). CUSIP Number: 500434105 Item 3. If this Statement is filed pursuant to Rules 13d-l(b) or 13d-2(b), check whether the person filing is: (e) [x] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. (g) [x] Parent Holding Company, in accordance with Rule 13d- I (b)(ii)(G). See Exhibit A. Item 4. Ownership: (a) Amount beneficially owned: 976,505 (b) Percent of class: 8.20% (c) Number of shares as to which such person has (i) Sole Power to vote or direct the vote: 0 (ii) Shared Power to vote or direct to vote: 976,505 (iii)Sole Power to dispose or direct the disposition of: 0 (iv) Shared Power to dispose or direct the disposition of: 976,505 Item 5. Ownership of Five Percent or Less of a Class: Not applicable. Item 6. Ownership of More Than Five Percent on Behalf of Another Person: Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: See Exhibit A. Item 8. Identification and Classification of Member of the Group: Not Applicable. Item 9. Notice of Dissolution of Group: Not Applicable. Item 10. Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. SIGNATURES 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. HALCYON/ALAN B. SLIFKA MANAGEMENT COMPANY LLC By: /s/ James H. Schropp __________________________ Name: James H. Schropp Title: Attorney-in-Fact Dated: February 17, 1998 ALAN B. SLIFKA AND COMPANY, LIMITED By: /s/ James H. Schropp __________________________ Name: James H. Schropp Title: Attorney-in-Fact Dated: February 17, 1998 ALAN B. SLIFKA By: /s/ James H. Schropp __________________________ Name: James H. Schropp Title: Attorney-in-Fact Dated: February 17, 1998 EX-99.1 2 EXHIBIT A Exhibit A - Koll Real Estate Group, Inc. 13G Halcyon/Alan B. Slifka Management Company LLC ("Halcyon LLC") is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. ABS & Co. Limited, the Managing Member of Halcyon LLC, has filed this Schedule 13G pursuant to Rule 13d-1(b)(ii)(G). Alan B. Slifka is the controlling stockholder of ABS & Co. Limited. Each of ABS & Co. Limited and Alan B. Slifka, by reason of their respective relationships to Halcyon/Alan B. Slifka Management Company LLC, may be deemed to beneficially own the shares beneficially owned by Halcyon LLC. Halcyon LLC, ABS & Co. Limited, and Alan B. Slifka have agreed to file a joint statement on Schedule 13G reporting their beneficial ownership of shares of Koll Real Estate Group, Inc. HALCYON/ALAN B. SLIFKA MANAGEMENT COMPANY LLC By: /s/ James H. Schropp __________________________ Name: James H. Schropp Title: Attorney-in-Fact Dated: February 17, 1998 ALAN B. SLIFKA AND COMPANY, LIMITED By: /s/ James H. Schropp __________________________ Name: James H. Schropp Title: Attorney-in-Fact Dated: February 17, 1998 ALAN B. SLIFKA By: /s/ James H. Schropp __________________________ Name: James H. Schropp Title: Attorney-in-Fact Dated: February 17, 1998 EX-99.2 3 EXHIBIT B EXHIBIT B JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of beneficial interest, no par value $1.00 per share, of Koll Real Estate Group, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement. HALCYON/ALAN B. SLIFKA MANAGEMENT COMPANY LLC By: /s/ James H. Schropp __________________________ Name: James H. Schropp Title: Attorney-in-Fact Dated: February 17, 1998 ALAN B. SLIFKA AND COMPANY, LIMITED By: /s/ James H. Schropp __________________________ Name: James H. Schropp Title: Attorney-in-Fact Dated: February 17, 1998 ALAN B. SLIFKA By: /s/ James H. Schropp __________________________ Name: James H. Schropp Title: Attorney-in-Fact Dated: February 17, 1998 -----END PRIVACY-ENHANCED MESSAGE-----