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): April 24, 2001
CB RICHARD ELLIS SERVICES, INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 001-12231 52-1616016
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(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
200 North Sepulveda Boulevard, El Segundo, California 90245
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(Address of Principal Executive Offices) (Zip Code)
(310) 563-8600
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Registrant's Telephone Number, Including Area Code
NA
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(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 23, 2001 the Company, CBRE Holding, Inc., a Delaware
corporation formerly known as BLUM CB Holding Corp. ("Holding"), and BLUM CB
Corp., a Delaware corporation and a wholly-owned subsidiary of Holding
("Acquiror"), entered into an Agreement and Plan of Merger (the "Original Merger
Agreement"), pursuant to which Acquiror would be merged (the "Merger") with and
into the Company and the Company would become 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 Original
Merger Agreement provided for each share of Company common stock, $.01 par value
per share ("Common Stock"), held by the stockholders of the Company to be
converted at the effective time of the Merger into the right to receive $16.00
in cash, other than certain shares of Common Stock held by the Continuing
Stockholders, which would be contributed to Holding immediately prior to the
consummation of the Merger.
On April 24, 2001, the Company, Holding and Acquiror entered into an
Amended and Restated Agreement and Plan of Merger (the "Amended and Restated
Merger Agreement"), amending provisions of the Original Merger Agreement
regarding the treatment, in the Merger, of stock fund units under the Company's
Deferred Compensation Plan and shares of Common Stock held in the Company's
401(k) plan, and otherwise substantially restating the provisions of the
Original Merger Agreement in their entirety.
The foregoing descriptions of provisions of the Original Merger Agreement
and the Amended and Restated Merger Agreement are qualified in their entirety by
reference to the Original Merger Agreement, filed as Exhibit 2.1 to the Current
Report on Form 8-K filed by the Company on February 27, 2001 and incorporated
herein by reference, and to the Amended and Restated Merger Agreement, a copy of
which is attached hereto as Exhibit 2.2 and incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
2.1 Agreement and Plan of Merger dated as of February 23, 2001
(incorporated herein by reference to Exhibit 2.1 to the Company's
Current Report on Form 8-K filed February 27, 2001)
2.2 Agreement and Plan of Merger dated April 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: April 30, 2001 CB RICHARD ELLIS SERVICES, INC.
By: /s/ Walter V. Stafford
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Walter V. Stafford
General Counsel