-----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, JZ/qD/rXd49fZKrd5PkZBbKIOvusrTBDddxaU3g1r4IZ4LRflBNetV3CoHoIzpWp alJTXO4rwnL+p0MhCqMJWQ== 0000919574-97-000733.txt : 19970828 0000919574-97-000733.hdr.sgml : 19970828 ACCESSION NUMBER: 0000919574-97-000733 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970827 SROS: NASD 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-12320 FILM NUMBER: 97671088 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: [] FILING VALUES: FORM TYPE: SC 13D 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 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No.: * 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) August 7, 1997 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 WC 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: 425,000 8. Shared Voting Power: 9. Sole Dispositive Power: 425,000 10. Shared Dispositive Power: 11. Aggregate Amount Beneficially Owned by Each Reporting Person 425,000 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 2 13. Percent of Class Represented by Amount in Row (11) 6.4% 14. Type of Reporting Person IN Item 1. Security and Issuer This statement relates to shares of common stock (the "Common Stock") of TRC Companies, Inc. ("TRC"). TRC's principal executive office is located at 5 Waterside Crossing, Windsor, Connecticut, 06095. Item 2. Identity and Background This statement is being filed by Sven B. Karlen, Jr. (the "Reporting Person"). The Reporting Person is the sole general partner of Grandview Partners, L.P. and is the sole managing general partner of Svenvest Partners L.P. (together, the "Partnerships"). The address of the Reporting Person and the Partnerships is Two International Place, 24th Floor, Boston, Massachusetts, 02110. The Reporting Person has not, during the last five years, been convicted in a criminal proceeding. The Reporting Person has not, 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. The Reporting Person is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration As of the date hereof the Reporting Person is deemed to beneficially own 425,000 shares of TRC's Common Stock. All 425,000 shares are held by the Partnerships over which the Reporting Person has investment discretion. The 425,000 shares were purchased in open market transactions at an aggregate cost of $2,136,058. The funds for the purchase of the Common Stock held by the Partnerships have come from each Partnership's own funds. Certain of the shares deemed to be beneficially owned by the Reporting Person are held in commingled 3 margin accounts maintained with Montgomery Securities, Auerbach, Pollak and Richardson, Inc. and Spear, Leeds & Kellogg, which from time to time have debit balances. Because other securities are held in such accounts it is impracticable to determine the amount borrowed, if any, with respect to the shares of Common Stock purchased. Item 4. Purpose of Transaction The shares of Common Stock deemed to be beneficially owned by the Reporting Person were acquired for, and are being held for, investment purposes. The Reporting Person has no plan or proposal which relates to, or would result in, any of the actions enumerated in item 4 of the instructions to Schedule 13D. Item 5. Interest in Securities of the Issuer As of the date hereof the Reporting Person is deemed to be the beneficial owner of 425,000 shares of TRC's common stock. Based on TRC's most recently filed Form 10-Q, as of March 31, 1997 there were 6,688,102 shares of TRC's Common Stock outstanding. Therefore, the Reporting Person is deemed to beneficially own 6.4% of the outstanding shares of TRC's Common Stock. The Reporting Person has the sole power to vote, direct to vote, dispose of or direct the disposition of all the shares of TRC Common Stock that he currently beneficially owns. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The Reporting Person has no contract, arrangement, understanding or relationship with any person with respect to the Common Stock of TRC. Item 7. Material to be Filed as Exhibits Attached hereto as Exhibit A is a description of the transactions in the Common Stock of TRC that were effected by the Reporting Person during the 60 days prior to August 7, 1997 through the date of this filing. 4 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. August 27, 1997 ____________________________ Date /s/ Sven B. Karlen, Jr. ____________________________ Signature 5 00188001.AF4 EXHIBIT A SCHEDULE OF TRANSACTIONS Price Per Share (Excluding Date Shares Acquired Commission) Value ____ _______________ _______________ _____ 8/7/97 68,100 $3.3209 $226,153 8/11/97 39,200 $3.425 $134,260 8/12/97 3,600 $3.55 $12,780 8/13/97 7,000 $4.0868 $28,607 8/14/97 3,600 $4.06 $14,616 8/15/97 23,500 $4.185 $98,348 8/18/97 2,000 $4.3725 $8,745 8/19/97 2,500 $4.25 $10,625 00188001.AF4 -----END PRIVACY-ENHANCED MESSAGE-----