-----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, NOpwyiATJ/TvMk3WVOOGGGmblo19XyUIw9fULy3lTZ1k6aTvqotLyVKwU0Rcv3Yd JrcvEgE4qkh0VmIUfXa5Hg== 0000898382-97-000022.txt : 19970513 0000898382-97-000022.hdr.sgml : 19970513 ACCESSION NUMBER: 0000898382-97-000022 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970512 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHELSEA GCA REALTY INC CENTRAL INDEX KEY: 0000911215 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 223251332 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43733 FILM NUMBER: 97600582 BUSINESS ADDRESS: STREET 1: 103 EISENHOWER PKWY CITY: ROSELAND STATE: NJ ZIP: 07068 BUSINESS PHONE: 2012286111 MAIL ADDRESS: STREET 1: 103 EISENHOWER PARKWAY CITY: ROSELAND STATE: NJ ZIP: 07068 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COOPERMAN LEON G CENTRAL INDEX KEY: 0000898382 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 128321905 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 88 PINE STREET STREET 2: WALL STREET PLAZA 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 212-3258660 MAIL ADDRESS: STREET 1: 88 PINE STREET STREET 2: WALL ST PLAZA 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* CHELSEA GCA REALTY, INC. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 163262108 (CUSIP Number) Leon G. Cooperman c/o Omega Advisors, Inc. 88 Pine Street, Wall Street Plaza, 31st Floor New York, NY 10005 (212)495-5200 (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications) March 26, 1997 (Date of Event which Requires Filing of this Statement) If this 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). SCHEDULE 13D CUSIP No. 163262108 __________________________________________________________________ 1) Names of Reporting Person S.S. or I.R.S. Identification No. of Above Person LEON G. COOPERMAN S.S. No. ###-##-#### _________________________________________________________________ 2) Check the Appropriate Box if a Member of a Group (See Instructions) (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). . . . . . . . . . . . . NOT APPLICABLE _________________________________________________________________ 6) Citizenship or place of Organization: UNITED STATES _________________________________________________________________ (7) Sole voting Power Number of 507,800 Shares Bene- ____________________________________________________ ficially (8) Shared Voting Power owned by 160,000 Each Report- ____________________________________________________ ing Person (9) Sole Dispositive Power With 507,800 ____________________________________________________ (10) Shared Dispositive Power 160,000 _________________________________________________________________ 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 667,800 _________________________________________________________________ 12) Check if the Aggregate Amount in Row (11) N/A _________________________________________________________________ 13) Percent of Class Represented by Amount in Box (11): 4.8% _________________________________________________________________ 14) Type of Reporting Person I N Item 2. Identity and Background. This statement is being filed by Leon G. Cooperman, ("Cooperman"). Cooperman is the Managing Member of Omega Associates, L.L.C. ("Associates"), a limited liability company organized under the laws of the State of Delaware. Associates is a private investment firm formed to invest in and act as general partner of investment partnerships or similar investment vehicles.Associates is the general partner of three limited partnerships organized under the laws of Delaware known as Omega Capital Partners, L.P., Omega Institutional Partners, L.P., and Omega Equity Partners, L.P. They are private investment firms engaged in the purchase and sale of securities for investment for their own accounts. The business address of Cooperman and the principal business and office of Associates, Omega Capital Partners, L.P., Omega Institutional Partners, L.P., and Omega Equity Partners, L.P. is c/o Omega Advisors, Inc., 88 Pine Street, Wall Street Plaza - 31st Floor, New York, New York 10005. Cooperman is a citizen of the United States. Cooperman is also the President and majority stockholder of Omega Advisors, Inc., a Delaware corporation, engaged in providing investment management. The address of the principal business and office of Omega Advisors, Inc. is 88 Pine Street, Wall Street Plaza - 31st Floor, New York, New York 10005. Omega Advisors, Inc. serves as investment manager to Omega Overseas Partners, Ltd., and Omega Overseas Partners II, Ltd., and Cooperman is deemed to control said entities. Omega Overseas Partners, Ltd., is a Cayman Island corporation, with a business address at British American Tower, Third Floor, Jennrett Street, Georgetown, Grand Cayman Island, British West Indies. Omega Overseas Partners II, Ltd. is a Cayman Island corporation, with a business address c/o Hemisphere House, 9 Church Street, Hamilton HM 11, Bermuda. Omega Advisors, Inc. also serves with discretionary power as investment manager to unrelated third parties (herein referred to as the "Managed Account"). Cooperman is also one of the Trustees of the Leon and Toby Cooperman Foundation (the "Foundation"), a charitable trust dated December 16, 1981. The other Trustees are his wife, Toby Cooperman, and his sons, Wayne Cooperman and Mark Cooperman. Neither Cooperman nor any of the investment entities controlled by him have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has any such person, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person 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. Cooperman beneficially owns 667,800 Shares. Of this amount, 175,000 Shares were purchased by Omega Capital Partners, L.P., at a cost of $5,113,937; 17,200 Shares were purchased by Omega Institutional Partners, L.P., at a cost of $509,848; 315,600 Shares were purchased by Omega Overseas Partners, Ltd., at a cost of $10,250,840; 135,900 Shares were purchased by the Managed Account at a cost of $3,701,449; and 24,100 Shares were purchased by the Foundation, at a cost of $589,075. The source of funds for the purchase of all such Shares was investment capital. Item 5. Interest in Securities of the Issuer. Based upon the information contained in the Company's 10K for the period ended December 31, 1996 filed with the Securities & Exchange Commission, there were issued and outstanding at March 20, 1997 13,795,834 Shares of Common Stock. Based thereon, Omega Capital Partners, L.P., owns 175,000 Shares, or 1.3% of those outstanding; Omega Institutional Partners, L.P., owns 17,200 Shares, or 0.1% of those outstanding; Omega Overseas Partners, Ltd., owns 315,600 Shares, or 2.3% of those outstanding; the Managed Account owns 135,900 Shares, or 1.0% of those outstanding; and the Foundation owns 24,100 Shares, or 0.2% of those outstanding. Cooperman possesses sole power to vote and direct the disposition of all Shares of Common Stock owned by Omega Capital Partners, L.P., Omega Institutional Partners, L.P., Omega Overseas Partners, Ltd., and Omega Overseas Partners, II, L.P. The following table details all transactions by each of Omega Capital Partners, L.P., Omega Institutional Partners, L.P., Omega Overseas Partners, Ltd., Omega Overseas Partners II, Ltd., the Managed Account, and the Foundation in shares of Common Stock within the 60 day period prior to March 26, 1997 and through this filing. All such transactions were open market sale transactions. Omega Overseas Partners II, Ltd. Date of Amount of Price Per Transaction Shares Share 01/27/97 2,200 $34.38 The Managed Account Date of Amount of Price Per Transaction Shares Share 03/20/97 900 $36.63 03/25/97 900 36.25 03/26/97 5,900 36.17 Item 10. Certification. Inasmuch as the reporting persons are no longer the beneficial owners of more than five percent of the number of shares outstanding, the reporting persons have no further reporting obligation under Section 13(d) of the Securities and Exchange Commission thereunder, and the reporting persons have no obligation to amend this Statement if any material change occurs in the facts set forth herein. Signature After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. Dated: May 12, 1997 /s/ Alan M. Stark ALAN M. STARK on behalf of LEON G. COOPERMAN, pursuant to Power of Attorney on file. /s/ Alan M. Stark ALAN M. STARK on behalf of LEON G. COOPERMAN, as Managing Member of Omega Associates, L.L.C. on behalf of Omega Capital Partners, L.P., pursuant to Power of Attorney on file. /s/ Alan M. Stark ALAN M. STARK on behalf of LEON G. COOPERMAN, as Managing Member of Omega Associates, L.L.C. on behalf of Omega Institutional Partners, L.P., pursuant to Power of Attorney on file. /s/ Alan M. Stark ALAN M. STARK on behalf of LEON G. COOPERMAN, Trustee of the Leon and Toby Cooperman Foundation pursuant to Power of Attorney on file. /s/ Alan M. Stark ALAN M. STARK on behalf of LEON G. COOPERMAN, as President of Omega Advisors, Inc., pursuant to Power of Attorney on file. ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----