SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 23, 2001
CB RICHARD ELLIS SERVICES, INC.
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 001-12231 52-1616016
- -------- ------------------------ ----------------
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
200 North Sepulveda Boulevard, El Segundo, California 90245
----------------------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
(310) 563-8600
--------------------------------------------------
Registrant's Telephone Number, Including Area Code
NA
-------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
This Current Report on Form 8-K is filed by CB Richard Ellis Services,
Inc., a Delaware corporation (the "Company"), in connection with the matters
described herein.
Item 5. Other Events
On February 24, 2001 the Company issued a press release (the "Press
Release") announcing that it had entered into an Agreement and Plan of Merger
(the "Merger Agreement") to be acquired by BLUM CB Corp., a Delaware corporation
("Acquiror"). Pursuant to the Merger Agreement, to which BLUM CB Holding Corp.,
a Delaware corporation and the sole stockholder of Acquiror ("Holding"), is also
a party, Acquiror will be merged (the "Merger") with and into the Company with
the Company as the surviving corporation and a wholly-owned subsidiary of
Holding. Holding and Acquiror are affiliates of the following stockholders of
the Company, who are referred to collectively as the "Continuing Stockholders":
RCBA Strategic Partners, L.P. ("RCBA"), an affiliate of BLUM Capital Partners
and Company director Richard C. Blum; FS Equity Partners III, L.P. and FS Equity
Partners II International, L.P., affiliates of Freeman Spogli & Co. and Company
director Bradford M. Freeman; The Koll Holding Company, an affiliate of Company
director Donald M. Koll; Frederick V. Malek, a director of the Company; Raymond
E. Wirta, a director and Chief Executive Officer of the Company; and W. Brett
White, a director and Chairman of the Americas of the Company.
The Merger Agreement provides that each share of Company common stock, $.01
par value per share ("Common Stock"), held by the stockholders of the Company
will be converted into the right to receive $16.00 in cash, other than certain
shares of common stock held by the Continuing Stockholders, which will be
contributed to Holding immediately prior to the consummation of the Merger.
In connection with the transactions contemplated by the Merger Agreement,
the Continuing Stockholders entered into a Contribution and Voting Agreement
(the "Contribution and Voting Agreement"), pursuant to which they have agreed to
vote in favor of the Merger Agreement and the transactions contemplated thereby
and to contribute certain shares of Common Stock to Holding immediately prior to
the consummation of the Merger. Also pursuant to the Contribution and Voting
Agreement, RCBA and its affiliates have agreed to commit up to $150 million in
equity capital for the Merger. The Continuing Stockholders and their affiliates
own approximately 40% of the shares of Common Stock outstanding. Acquiror has
also received commitment letters from Credit Suisse First Boston and DLJ
Investment Funding for an aggregate of $575 million of debt financing (the "Debt
Financing") in connection with the Merger. Also in connection with the Merger
Agreement, RCBA and the Company entered into an agreement (the "Guarantee
Agreement"), pursuant to which RCBA has guaranteed, subject to the terms of the
Guarantee Agreement, certain obligations of Holding and Acquiror under the
Merger Agreement.
The transactions contemplated by the Merger Agreement are subject to
certain conditions, including, among others, the completion of the Debt
Financing or alternative financing, the approval of 2/3 of the Company's
disinterested stockholders, the expiration or termination of waiting periods
under applicable antitrust laws and a successful tender for at least 51% of the
Company's outstanding 8-7/8% senior subordinated notes.
-2-
The foregoing description of the Merger Agreement, the Contribution and
Voting Agreement and the Press Release are qualified in their entirety by
reference to the Merger Agreement, a copy of which is attached hereto as Exhibit
2.1 and incorporated herein by reference, the Contribution and Voting Agreement,
a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by
reference, the Guarantee Agreement, a copy of which is attached hereto as
Exhibit 99.2 and incorporated herein by reference, and the Press Release, a copy
of which is attached hereto as Exhibit 99.3 and incorporated herein by
reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
2.1 Agreement and Plan of Merger dated as of February 23, 2001
99.1 Contribution and Voting Agreement dated as of February 23, 2001
99.2 Guarantee Agreement dated as of February 23, 2001
99.3 Press Release dated February 24, 2001
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: February 26, 2001 CB RICHARD ELLIS SERVICES, INC.
By /s/ Walter V. Stafford
------------------------------
Walter V. Stafford
General Counsel
-3-