-----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, jWcrXrg+SPcyk+Nr7ODw9xhyz7U4+vOiOCsne7niLbRp4wup3soWTGB6y0H5k8uH Ae0tWeHeEbWZRk3XlfXHng== 0000950112-95-001968.txt : 19950725 0000950112-95-001968.hdr.sgml : 19950725 ACCESSION NUMBER: 0000950112-95-001968 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950724 SROS: NONE GROUP MEMBERS: BRIDGE PARTNERS, L.P. GROUP MEMBERS: CARSON STREET PARTNERS, INC. GROUP MEMBERS: GILDEA JOHN W ET AL 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: 95555618 BUSINESS ADDRESS: STREET 1: 4343 VON KARMAN AVENUE 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: GILDEA JOHN W ET AL CENTRAL INDEX KEY: 0000948344 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O CARSON STREET PARTNERS INC STREET 2: 115 EAST PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-661-6945 MAIL ADDRESS: STREET 1: C/O CARSON STREET PARTNERS INC STREET 2: 115 EAST PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D 1 BRIDGE PARTNERS, L.P. 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) Bridge Partners, L.P. c/o Carson Street Partners, Inc. Attn: Mr. John W. Gildea 115 East Putnam Avenue, Greenwich, Connecticut 06830 (203) 661-6945 ---------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 14, 1995 ---------------------------------------------------------------- (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 reporting 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) 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 disclosure 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). Exhibit Index: Page 13 Page 1 of 15 Pages CUSIP No. 50043410 5 - -------------------------------------------------------------------------------- 1 Name of Reporting Person(1) S.S. or I.R.S. Identification No. of Above Person Bridge 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 Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7 Sole Voting Power Number of 17,518,200(2) ------------------------ Shares Beneficially 8 Shared Voting Power Owned By -0- Each ---------------------------- Reporting 9 Sole Dispositive Power Person 17,518,200(2) With ------------------------ 10 Shared Dispositive Power -0- ---------------------------- - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 17,518,200 - -------------------------------------------------------------------------------- 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares / / - -------------------------------------------------------------------------------- - -------------------- (1) Filing jointly pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended, with Carson Street Partners, Inc. and John W. Gildea. (2) Includes 5,639,400 shares of Class A Common Stock and 11,878,800 shares of Series A Convertible Redeemable Preferred Stock, which Preferred Stock is generally non-voting stock and which is convertible into shares of the Class A Common Stock on a share-for-share basis. Page 2 of 15 Pages 13 Percent of Class Represented By Amount in Row (11) 29.9% - -------------------------------------------------------------------------------- 14 Type of Reporting Person PN - -------------------------------------------------------------------------------- Page 3 of 15 Pages CUSIP No. 50043410 5 - -------------------------------------------------------------------------------- 1 Name of Reporting Person(1) S.S. or I.R.S. Identification No. of Above Person Carson Street Partners, Inc. - -------------------------------------------------------------------------------- 2 Check the Appropriate Box If a Member of a Group a. / / b. / / - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds AF - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7 Sole Voting Power Number of 17,518,200(2) Shares ------------------------ Beneficially 8 Shared Voting Power Owned By Each -0- ---------------------------- Reporting 9 Sole Dispositive Power Person 17,518,200(2) With ------------------------ 10 Shared Dispositive Power -0- --------------------------- - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 17,518,200 - -------------------------------------------------------------------------------- 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares / / - -------------------------------------------------------------------------------- - -------------------- (1) Filing jointly pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended, with Bridge Partners, L.P. and John W. Gildea. (2) Includes 5,639,400 shares of Class A Common Stock and 11,878,800 shares of Series A Convertible Redeemable Preferred Stock, which Preferred Stock is generally non-voting stock and which is convertible into shares of the Class A Common Stock on a share-for-share basis. Page 4 of 15 Pages 13 Percent of Class Represented By Amount in Row (11) 29.9% - -------------------------------------------------------------------------------- 14 Type of Reporting Person CO - -------------------------------------------------------------------------------- Page 5 of 15 Pages CUSIP No. 50043410 5 - -------------------------------------------------------------------------------- 1 Name of Reporting Person(1) S.S. or I.R.S. Identification No. of Above Person John W. Gildea - -------------------------------------------------------------------------------- 2 Check the Appropriate Box If a Member of a Group a. / / b. / / - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds AF - -------------------------------------------------------------------------------- 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization U.S.A. - -------------------------------------------------------------------------------- 7 Sole Voting Power Number of -0- Shares --------------------------- Beneficially 8 Shared Voting Power Owned By 17,518,200(2) ------------------------ Each Reporting 9 Sole Dispositive Power Person -0- --------------------------- With 10 Shared Dispositive Power 17,518,200(2) ------------------------ - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 17,518,200 - -------------------------------------------------------------------------------- 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares / / - -------------------------------------------------------------------------------- - -------------------- (1) Filing jointly pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended, with Bridge Partners, L.P. and Carson Street Partners, Inc. (2) Includes 5,639,400 shares of Class A Common Stock and 11,878,800 shares of Series A Convertible Redeemable Preferred Stock, which Preferred Stock is generally non-voting stock and which is convertible into shares of the Class A Common Stock on a share-for-share basis. Page 6 of 15 Pages 13 Percent of Class Represented By Amount in Row (11) 29.9% - -------------------------------------------------------------------------------- 14 Type of Reporting Person IN - -------------------------------------------------------------------------------- Page 7 of 15 Pages Item 1. Security and Issuer. This Statement on Schedule 13D (the "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. Item 2. Identity and Background. This Schedule 13D is filed jointly on behalf of Bridge Partners, L.P., a Delaware limited partnership ("Bridge Partners"), Carson Street Partners, Inc., a Delaware corporation ("Carson Street Partners"), and John W. Gildea, a United States citizen ("Gildea"), pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended. Carson Street Partners is the sole general partner of Bridge Partners and has the power to vote and dispose of the 5,639,400 shares of Common Stock (the "Common Shares") and 11,878,800 shares of Series A Convertible Redeemable Preferred Stock, par value $.01 per share of the Company (the "Preferred Shares" and, together with the Common Shares, the "Shares") held by Bridge Partners. Gildea is the Chairman of the Board of Directors, Chief Executive Officer, President and controlling stockholder of Carson Street Partners. As a result, Gildea and Carson Street Partners may be deemed to be the indirect beneficial owners of the Shares held by Bridge Partners. Bridge Partners' principal business is to invest in shares of capital stock of the Company [and other issuers]. Carson Street Partners' principal business is the management of investments in publicly traded companies. Gildea's principal business is managing the investments of various entities in issuers located principally in the United States. The principal business address and the principal office address of Bridge Partners, Carson Street Partners and Gildea is 115 East Putnam Avenue, Greenwich, Connecticut 06830. The name, business address, citizenship and present principal occupation of each director and executive officer of Carson Street Partners are set forth on Schedule I hereto. None of Bridge Partners, Carson Street Partners, Gildea or, to the best knowledge of such parties, any of the persons listed on Schedule I hereto, has, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic 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. Bridge Partners acquired the Shares for $.30 per Share, or an aggregate of $5,255,460, all of which funds were obtained from the working capital of Bridge Partners. Item 4. Purpose of Transaction. Bridge Partners acquired the Shares pursuant to the terms of a Securities Purchase Agreement, dated as of July 13, 1995, by and among Libra Invest & Trade Ltd., Parkway Ventures SA, Gallant Overseas Inc. and Bridge Partners. Bridge Partners acquired and intends to hold the Shares for investment. Page 8 of 15 Pages Bridge Partners intends to review on a continuing basis its investment in the Company. As of the date of this Schedule 13D, no determination has been made by Bridge Partners to acquire additional shares of capital stock of the Company or to dispose of any shares of capital stock of the Company now held by it, although Bridge Partners may decide to so acquire or dispose of shares of capital stock of the Company. Any such determination will depend on market conditions prevailing from time to time and on other conditions which may be applicable depending on the nature of the transaction or transactions involved. Except as specifically set forth in this Item 4, Bridge Partners has no plans or proposals which relate to or would result in any of the actions or effects set forth in items (a) through (j) of Item 4 of Schedule 13D, although Bridge Partners may develop such plans or proposals. Item 5. Interest in Securities of the Issuer. (a) Bridge Partners directly owns the 17,518,200 Shares. As the sole general partner of Bridge Partners, Carson Street Partners may be deemed to be the indirect beneficial owner of the 17,518,200 Shares. As the Chairman of the Board of Directors, Chief Executive Officer and controlling stockholder of Carson Street Partners, Gildea may be deemed to be the indirect beneficial owner of the 17,518,200 Shares. The 17,518,200 Shares include 11,878,800 Preferred Shares which are warranty convertible into Common Stock on a share-for-share basis. The 17,518,200 Shares represent approximately 29.9% (computed in accordance with rule 13d-3(d)(1) under the Securities Exchange Act of 1934) of the 58,642,546 shares of Common Stock outstanding, based upon the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1995. (b) Carson Street Partners, as the sole general partner of Bridge Partners, has the power to vote or direct the voting and the power to dispose or direct the disposition of the Shares held by Bridge Partners. Gildea, as the Chairman of the Board of Directors, Chief Executive Officer, President and controlling stockholder of Carson Street Partners, may be deemed to have the indirect power to vote or direct the voting and to dispose or direct the disposition of the Shares held by Bridge Partners. (c) Except as set forth in this Schedule 13D and except for the sale in the open market of 5,000 shares of Series A Convertible Redeemable Preferred Stock by Mr. O'Donnell (see Schedule I) on July 13, 1995 for an aggregate sales price of approximately $2,200.00, neither Bridge Partners, Carson Street Partners, Gildea or, to the best knowledge of such parties, any of the persons named on Schedule I hereto, owns any shares of the capital stock of the Company or has purchased or sold any shares of the capital stock of the Company during the past 60 days. (d) Except as set forth in this Schedule 13D, no person is known by Bridge Partners, Carson Street Partners or Gildea to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by Bridge Partners. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. It is anticipated that Carson Street Partners, as the general partner of Bridge Partners, will generally be entitled to an annual performance allocation equal to 11% of the net capital appreciation in the market value of the Shares, although the terms of such performance allocation have not been finalized. Except as set forth in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Page 9 of 15 Pages persons referred to in Item 2 of this Schedule 13D or between such persons and any other person with respect to any of the securities of the Company, including, but not limited to, any relating to the transfer or voting of any of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving withholding of proxies. Item 7. Materials to Be Filed as Exhibits 1. Joint Filing Agreement, dated July 21, 1995. Page 10 of 15 Pages SIGNATURE After reasonable inquiry and to the best of their respective knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: July 21, 1995 BRIDGE PARTNERS, L.P. By: CARSON STREET PARTNERS, INC., General Partner By:/s/ John W. Gildea --------------------------- Name: John W. Gildea Title: Chief Executive Officer and President CARSON STREET PARTNERS, INC. By:/s/ John W. Gildea -------------------------------- Name: John W. Gildea Title: Chief Executive Officer and President By:/s/ John W. Gildea -------------------------------- Name: John W. Gildea Page 11 of 15 Pages SCHEDULE I ---------- Reporting Person: . . . . . . Carson Street Partners, Inc. 115 East Putnam Avenue Greenwich, Connecticut 06830 Executive Officers, Directors and Controlling Person: Name . . . . . . . . . . . . John W. Gildea Positions . . . . . . . . . . Chairman of the Board, Chief Executive Officer, President and controlling stockholder of Carson Street Partners, Inc. Principal Occupation and Employment; Business Address . . . . . . General Partner of Gildea Management Company, L.P., investment manager; the business address of such entity and Mr. Gildea is: 115 East Putnam Avenue, Greenwich, Connecticut 06830 Citizenship . . . . . . . . . U.S.A. Name . . . . . . . . . . . . William P. O'Donnell Positions . . . . . . . . . . Vice President, Secretary and Treasurer, Carson Street Partners, Inc. Principal Occupation and Employment; Business Address . . . . . . Managing Director of, and consultant to, Gildea Management Company, L.P. investment manager; the business address of such entity and Mr. O'Donnell is: 115 East Putnam Avenue, Greenwich, Connecticut 06830. Citizenship . . . . . . . . . U.S.A. Page 12 of 15 Pages EXHIBIT INDEX ------------- Page Exhibit Number - ------- ------ 1. Joint Filing Agreement, dated July 21, 1995. Page 13 of 15 Pages EX-1 2 EXHIBIT 1 Page 14 of 15 Pages Exhibit 1 --------- AGREEMENT --------- The undersigned hereby agree that this statement on Schedule 13D with respect to beneficial ownership of shares of Class A Common Stock and Preferred Series A Convertible Redeemable Preferred Stock of Koll Real Estate Group, Inc. is filed jointly, on behalf of each of them. Dated: July 21, 1995 BRIDGE PARTNERS, L.P. By: CARSON STREET PARTNERS, INC., General Partner By:/s/ John W. Gildea ------------------------------------- Name: John W. Gildea Title: Chief Executive Officer and President CARSON STREET PARTNERS, INC. By:/s/ John W. Gildea ------------------------------------------ Name: John W. Gildea Title: Chief Executive Officer and President By: /s/ John W. Gildea ------------------------------------------ Name: John W. Gildea Page 15 of 15 Pages -----END PRIVACY-ENHANCED MESSAGE-----