-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, YjxdrX4yjFvWZbxQ0TMIx+ICU/EHe4uGtmezY0rPGJSKxv0z9BQ8uodNMnV4yYm+ WjkKamvQCD5Sbv9aIPOapg== 0000898822-94-000058.txt : 19940614 0000898822-94-000058.hdr.sgml : 19940614 ACCESSION NUMBER: 0000898822-94-000058 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940613 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KOLL REAL ESTATE GROUP INC CENTRAL INDEX KEY: 0000840216 STANDARD INDUSTRIAL CLASSIFICATION: 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: 94534027 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: MENTOR PARTNERS LP CENTRAL INDEX KEY: 0000904197 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 061260469 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 499 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129357640 MAIL ADDRESS: STREET 1: 499 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 SCHEDULE 13D 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, par value $.05 per share (Title of Class of Securities) 500434105 (CUSIP Number) Daniel R. Tisch Mentor Partners, L.P. 499 Park Avenue New York, New York 10022 (212) 935-7640 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 17, 1994 (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 / /. Check the following box if a fee is being paid with the statement /X/. (A fee is not required only if the report- ing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) CUSIP No. 500434105 (1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Mentor Partners, L.P. 06-126-0469 (2) Check the Appropriate Row if a Member of a Group (a) (b) X (3) SEC Use Only (4) Sources of Funds WC (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) (6) Citizenship or Place of Organization Delaware (7) Sole Voting Power 5,010,000 shares Number of Shares Beneficially (8) Shared Voting Power Owned by Each (9) Sole Dispositive Power Reporting 5,010,000 shares Person With (10) Shared Dispositive Power (11) Aggregate Amount Beneficially Owned by Each Reporting Person 5,010,000 shares (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (13) Percent of Class Represented by Amount in Row (11) Approximately 10.5% (14) Type of Reporting Person PN -2- Item 1. Security and Issuer. This statement relates to the Class A Common Stock, par value $.05 per share (the "Shares"), of Koll Real Estate Group, Inc., a Delaware corporation (the "Company"). The Company's principal executive offices are located at 4343 Von Karman Avenue, Newport Beach, California 92660. Item 2. Identity and Background. This statement is filed on behalf of Mentor Part- ners, L.P., a Delaware limited partnership (the "Partner- ship"). The general partner of the Partnership is WTG & Co., L.P., a Delaware limited partnership (the "General Partner") and the general partner of the General Partner is D. Tisch & Co., Inc., a Delaware corporation ("D. Tisch & Co."), all of the common stock of which is owned by Daniel R. Tisch (col- lectively with D. Tisch & Co. and the General Partner, the "Control Persons"). The address of the principal offices and principal business of the Partnership and each of the Control Persons is 499 Park Avenue, New York, New York 10022. Daniel R. Tisch, President and sole Director of D. Tisch & Co., is a United States citizen. The Partnership's principal business is investment in securities, primarily in connection with "merger" (or "risk") arbitrage and, to a lesser extent, classic arbitrage, including convertible securities arbitrage. The principal businesses of the General Partner are acting as investment advisor with respect to certain managed accounts and serving as the general partner of the Partnership. The sole business of D. Tisch & Co. is serving as the general partner of the General Partner, and other than such service, D. Tisch & Co. has no investment or operating history of any kind. Neither the Partnership nor, to its best knowledge, any of the Control Persons has during the last five years: (i) been convicted in a criminal proceeding (excluding traf- fic violations or similar misdemeanors) or (ii) 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 to such laws. Item 3. Source and Amount of Funds or Other Consideration. The $1,241,687.50 used by the Partnership to pur- chase the Shares and the Series A Convertible Redeemable Pre- ferred Stock, par value $.01 per share (the "Preferred Stock"), came from the Partnership's working capital, which may at any given time include funds borrowed in the ordinary course of its business activities from margin accounts. All of the Shares acquired by the Partnership were purchased in the ordinary course of the Partnership's business. Item 4. Purpose of Transaction. The Partnership acquired the Shares and the Pre- ferred Stock for investment purposes, and only in the ordi- nary course of business. In the ordinary course of business, the Partnership from time to time evaluates its holdings of securities, and based on such evaluation, the Partnership may determine to acquire or dispose of securities of specific issuers. Neither the Partnership nor, to its knowledge, any Control Person has any present plans or intentions which would result in or relate to any of the transactions describ- ed in subparagraphs (a) through (j) of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) The Partnership beneficially owns an aggregate of 5,010,000 Shares, including 750,000 Shares owned directly by the Partnership and 4,260,000 shares of Preferred Stock owned directly by the Partnership which will become convertible into Shares on July 16, 1994. The Shares and Preferred Stock beneficially owned by the Partnership are approximately 10.5% of the Shares outstanding on April 30, 1994, including for purposes of this calculation 43,319,703 Shares oustanding as reported in the Company's Quarterly Report on 10-Q for the quarter ended March 31, 1994 filed with the Securities and Exchange Commission and dated May 13, 1994, and, pursuant to Securities and Exchange Commission Rule 13d-3(d)(1)(i), 17 C.F.R. 240.13d-3(d)(1)(i), the Preferred Stock owned by the Partnership. Except as set forth herein, neither the Partnership nor, to its best knowledge, any Control Person beneficially owns any Shares. (b) The Partnership (through the Control Persons) has the sole power to vote, and dispose of, all the Shares beneficially owned by the Partnership as set forth in Item 5(a) above. (c) No transactions in the Shares have been ef- fected during the past sixty days by the Partnership or, to its best knowledge, any Control Person. (d) Neither the Partnership nor, to its best know- ledge, any Control Person has or knows any other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Shares beneficially owned by the Partnership. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer. Other than as set forth above, there are no con- tracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 or between any of such persons and any other person with respect to any securities of the Company except as referred to or described herein. 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. Dated: June 13, 1994 MENTOR PARTNERS, L.P. By: /s/ Daniel R. Tisch Daniel R. Tisch Authorized Signature -----END PRIVACY-ENHANCED MESSAGE-----