SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]. For the fiscal year ended December 31, 1995. OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]. or transition period from __________________ to _________________ Commission file number: 0-18525 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: CB Commercial Holdings, Inc. Capital Accumulation Plan ------------------------------------------------------ B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: CB Commercial Holdings, Inc. 533 S. Fremont Avenue Los Angeles, California 90071 CB COMMERCIAL HOLDINGS, INC. ---------------------------- CAPITAL ACCUMULATION PLAN ------------------------- INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES -------------------------------------------------------- DECEMBER 31, 1995 ----------------- REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS FINANCIAL STATEMENTS Statement of Net Assets Available for Plan Benefits as of December 31, 1995 Statement of Net Assets Available for Plan Benefits as of December 31, 1994 Statement of Changes in Net Assets Available for Plan Benefits for the year ended December 31, 1995 NOTES TO FINANCIAL STATEMENTS SUPPLEMENTAL SCHEDULES I. Item 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1995 II. Item 27b - Schedule of Participant Loans in Default as of December 31, 1995 III. Item 27d - Schedule of Reportable Transactions for the year ended December 31, 1995 NOTE: Schedules other than those listed above have been omitted because they are not applicable or are not required based upon disclosure requirements of the Employee Retirement Income Security Act of 1974 and the applicable regulations issued by the Department of Labor. ARTHUR ANDERSEN LLP REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ---------------------------------------- To the Investment Advisory Committee of CB Commercial Holdings, Inc. Capital Accumulation Plan: We have audited the accompanying statements of net assets available for plan benefits of CB COMMERCIAL HOLDINGS, INC. CAPITAL ACCUMULATION PLAN (the Plan) as of December 31, 1995 and 1994, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 1995. These financial statements and supplemental schedules referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and supplemental schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits as of December 31, 1995 and 1994, and the changes in net assets available for plan benefits for the year ended December 31, 1995, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed in the index to the financial statements are presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statements of net assets available for plan benefits and the statement of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated, in all material respects, in relation to the basic financial statements taken as a whole. /S/ ARTHUR ANDERSEN LLP ------------------------- ARTHUR ANDERSEN LLP Los Angeles, California June 4, 1996 CB COMMERCIAL HOLDINGS, INC. ---------------------------- CAPITAL ACCUMULATION PLAN ------------------------- STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS --------------------------------------------------- AS OF DECEMBER 31, 1995 ----------------------- Non-Participant Directed Participant Directed --------------- -------------------------------------------------- Common Stock Mutual Funds ------------------------ ----------------------------------------- CB CB Equity Capital Prime Stock Stock Income Appreciation Reserve Fund Fund Fund Fund Fund -------- ----------- ----------- -------------- --------- INVESTMENTS, (Note 2): Mutual funds, at fair market value $ - $ - $29,903,072 $18,919,819 $6,754,394 Common stock, at fair market value 4,179,425 23,251,716 - - - Investment contracts, at contract value - - - - - Loan receivable - - - - - ---------- ----------- ----------- ------------ ---------- 4,179,425 23,251,716 29,903,072 18,919,819 6,754,394 ---------- ----------- ----------- ------------ ---------- RECEIVABLES: Employee contributions - 21,290 127,679 103,735 46,204 Employer contributions 1,246,467 - - - - Loan and interest repayments - 1,037 7,134 21,356 24,822 ---------- ----------- ----------- ------------ ---------- 1,246,467 22,327 134,813 125,091 71,026 ---------- ----------- ----------- ------------ ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $5,425,892 $23,274,043 $30,037,885 $19,044,910 $6,825,420 ========== =========== =========== ============ ========== Participant Directed ------------------------------------------------------------------------------------------- Mutual Funds ------------------------------------------------------------------------------------------- International Spectrum Equity Science and Stock New America Income Index New Asia Technology Small-Cap Fund Growth Fund fund Fund Value Fund Fund Value Fund ------------- ------------- ---------- --------- ---------- ---------- ---------- INVESTMENTS, (Note 2): Mutual funds, at fair market value $8,790,462 $6,118,053 $2,051,510 $1,625,069 $3,923,675 $2,622,467 $3,977,470 Common stock, at fair market value - - - - - - - Investment contracts, at contract value - - - - - - - Loan receivable - - - - - - - ---------- ----------- ---------- ---------- ---------- ---------- ---------- 8,790,462 6,118,053 2,051,510 1,625,069 3,923,675 2,622,467 3,977,470 ---------- ----------- ---------- ---------- ---------- ---------- ---------- RECEIVABLES: Employee contributions 54,361 55,097 13,058 21,444 24,196 31,096 38,399 Employer contributions - - - - - - - Loan and interest repayments 1,704 1,871 379 1,030 1,550 1,810 460 ---------- ----------- ---------- ---------- ---------- ---------- ---------- 56,065 56,968 13,437 22,474 25,746 32,906 38,859 ---------- ----------- ---------- ---------- ---------- ---------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $8,846,527 $6,175,021 $2,064,947 $1,647,543 $3,949,421 $2,655,373 $4,016,329 ========== =========== ========== ========== ========== ========== ========== Investment Contracts --------- Stable Value Participant Fund Loan Fund Total ------- ------------ ---------- INVESTMENTS, (Note 2): Mutual funds, at fair market value $ - $ - $ 84,685,991 Common stock, at fair market value - - 27,431,141 Investment contracts, at contract value 16,017,525 - 16,017,525 Loan receivable - 2,434,760 2,434,760 ----------- ----------- ------------ 16,017,525 2,434,760 130,569,417 ----------- ----------- ------------ RECEIVABLES: Employee contributions 45,767 - 582,326 Employer contributions - - 1,246,467 Loan and interest repayments 2,637 (60,550) 5,240 ----------- ----------- ------------ 48,404 (60,550) 1,834,033 ----------- ----------- ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS $16,065,929 $2,374,210 $132,403,450 =========== =========== ============ The accompanying notes are an integral part of these financial statements. CB COMMERCIAL HOLDINGS, INC. ---------------------------- CAPITAL ACCUMULATION PLAN ------------------------- STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS --------------------------------------------------- AS OF DECEMBER 31, 1994 ----------------------- Non-Participant Directed Participant Directed --------------- ------------------------------------------------------------------------ Common Stock Mutual Funds ---------------------------- --------------------------------------------------------- CB CB Equity Capital International Stock Stock Income Appreciation Prime Stock Fund Fund Fund Fund Reserve Fund Fund -------------- ----------- ----------- ----------- ------------ ---------- INVESTMENTS, (Note 2): Mutual Funds, at fair market value $ - $ - $21,265,682 $14,848,433 $6,837,563 $8,465,650 Common Stock, at fair market value 2,848,168 18,042,027 - - - - Investment Contracts, at contract value - - - - - - Loan Receivable - - - - - - ---------- ----------- ----------- ----------- ---------- ---------- 2,848,168 18,042,027 21,265,682 14,848,433 6,837,563 8,465,650 ---------- ----------- ----------- ----------- ---------- ---------- RECEIVABLES: Employee contributions - 15,281 110,122 95,502 27,732 69,044 Employer contributions 1,331,257 - - - - - Loan and interest repayments - 222 7,769 6,068 14,277 3,753 ---------- ----------- ----------- ----------- ---------- ---------- 1,331,257 15,503 117,891 101,570 42,009 72,797 ---------- ----------- ----------- ----------- ---------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $4,179,425 $18,057,530 $21,383,573 $14,950,003 $6,879,572 $8,538,447 ========== =========== =========== =========== ========== ========== Participant Directed ------------------------------------------------------------------------------------ Investment Mutual Funds Contracts --------------------------------------------------------------------- ----------- Equity Stable New America Spectrum Index Small-Cap Value Growth Fund Income fund Fund New Asia Fund Value Fund Fund ----------- ----------- --------- ------------- ---------- ----------- INVESTMENTS, (Note 2): Mutual Funds, at fair market value $3,115,153 $1,507,077 $320,168 $4,304,560 $2,118,461 $ - Common Stock, at fair market value - - - - - - Investment Contracts, at contract value - - - - - 16,615,334 Loan Receivable - - - - - - ---------- ---------- -------- ---------- ---------- ----------- 3,115,153 1,507,077 320,168 4,304,560 2,118,461 16,615,334 ---------- ---------- -------- ---------- ---------- ----------- RECEIVABLES: Employee contributions 41,467 13,046 7,241 38,499 17,210 64,830 Employer contributions - - - - - - Loan and interest repayments 1,521 718 422 3,052 826 4,611 ---------- ---------- -------- ---------- ---------- ----------- 42,988 13,764 7,663 41,551 18,036 69,441 ---------- ---------- -------- ---------- ---------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $3,158,141 $1,520,841 $327,831 $4,346,111 $2,136,497 $16,684,775 ========== ========== ======== ========== ========== =========== Participant Loan Fund Total ----------- ------------- INVESTMENTS, (Note 2): Mutual Funds, at fair market value $ - $ 62,782,747 Common Stock, at fair market value - 20,890,195 Investment Contracts, at contract value - 16,615,334 Loan Receivable 2,139,680 2,139,680 ---------- ------------- 2,139,680 102,427,956 ---------- ------------- RECEIVABLES: Employee contributions - 499,974 Employer contributions - 1,331,257 Loan and interest repayments (39,399) 3,840 ---------- ------------- (39,399) 1,835,071 ---------- ------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $2,100,281 $104,263,027 ========== ============= The accompanying notes are an integral part of these financial statements. CB COMMERCIAL HOLDINGS, INC. ---------------------------- CAPITAL ACCUMULATION PLAN ------------------------- STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS -------------------------------------------------------------- FOR THE YEAR ENDED DECEMBER 31, 1995 ------------------------------------ Non-Participant Directed Participant Directed --------------- ------------------------------------------------------------------------ Common Stock Funds Mutual Funds ---------------------------- ---------------------------------------------------------- CB CB Equity Capital Prime International Stock Stock Income Appreciation Reserve Stock Fund Fund Fund Fund Fund Fund --------------- ----------- ----------- ------------ ---------- ------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year $4,179,425 $18,057,530 $21,383,573 $14,950,003 $6,879,572 $ 8,538,447 ADDITIONS Employee contributions - 430,368 2,245,123 1,758,508 715,859 1,091,076 Employer contributions 1,246,467 - - - - - Loan repayments - 37,616 305,424 218,718 310,309 65,707 Investment income: Dividends or interest 19,326 1,699,243 1,480,222 358,974 265,318 Loan interest - 7,066 35,356 23,273 32,910 8,244 Realized and unrealized gain and losses on investments 87,329 4,218,951 5,692,210 1,992,119 - 673,196 ---------- ----------- ----------- ----------- ---------- ----------- Total additions 1,333,796 4,713,327 9,977,356 5,472,840 1,418,052 2,103,541 ---------- ----------- ----------- ----------- ---------- ----------- DEDUCTIONS: Distributions to participants 31,517 169,561 816,345 584,310 396,222 309,400 Withdrawals - - 81,135 60,614 240,296 13,987 Loan withdrawals - 1,706 447,804 281,586 173,120 132,523 Other - (940) (72) (137) - (52) ---------- ----------- ----------- ----------- ---------- ----------- Total deductions 31,517 170,327 1,345,212 926,373 809,638 455,858 ---------- ----------- ----------- ----------- ---------- ----------- Net transfers in/(out) (55,812) 673,513 22,168 (451,560) (662,566) (1,339,603) ---------- ----------- ----------- ----------- ---------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $5,425,892 $23,274,043 $30,037,885 $19,044,910 $6,825,420 $ 8,846,527 ========== =========== =========== =========== ========== =========== Participant Directed ----------------------------------------------------------------------------------- Mutual Funds ----------------------------------------------------------------------------------- New America Spectrum Equity Science and Growth Income Index New Asia Technology Small-Cap Fund Fund Fund Value Fund Fund Value Fund ----------- ---------- --------- ---------- ----------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year $3,158,141 $1,520,841 $327,831 $4,346,111 $ - $2,136,497 ADDITIONS Employee contributions 780,673 276,546 228,695 556,873 238,182 534,178 Employer contributions - - - - - - Loan repayments 58,787 13,753 7,857 52,613 13,965 26,263 Investment income: Dividends or interest 290,455 132,712 53,820 42,285 349,622 181,308 Loan interest 7,230 1,494 1,198 6,482 1,853 3,359 Realized and unrealized gain and losses on investments 1,306,109 189,386 213,669 105,717 (89,054) 532,409 ---------- ---------- --------- ---------- ---------- ---------- Total additions 2,443,254 613,891 505,239 763,970 514,568 1,277,517 ---------- ---------- --------- ---------- ---------- ---------- DEDUCTIONS: Distributions to participants 72,680 21,000 56,211 57,955 47,074 49,044 Withdrawals - - - 25,786 - 1,547 Loan withdrawals 120,879 40,319 27,568 94,445 21,548 27,967 Other (69) - (49) (22) (18) (44) ---------- ---------- ---------- ---------- ---------- ---------- Total deductions 193,490 61,319 83,730 178,164 68,604 78,514 ---------- ---------- ---------- ---------- ---------- ---------- Net transfers in/(out) 767,116 (8,466) 898,203 (982,496) 2,209,409 680,829 ---------- ---------- ---------- ---------- ---------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $6,175,021 $2,064,947 $1,647,543 $3,949,421 $2,655,373 $4,016,329 ========== ========== ========== ========== ========== ========== Participant Directed -------------------- Investment Contracts -------------------- Stable Value Participant Fund Loan Fund Total ----------- ----------- ------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year $16,684,775 $ 2,100,281 $104,263,027 ADDITIONS Employee contributions 992,400 - 9,848,481 Employer contributions - - 1,246,467 Loan repayments 185,075 (1,296,087) - Investment income: Dividends or interest 1,036,104 - 5,909,389 Loan interest 19,893 - 148,358 Realized and unrealized gain and losses on investments - - 14,922,041 ----------- ----------- ------------ Total additions 2,233,472 (1,296,087) 32,074,736 ----------- ----------- ------------ DEDUCTIONS: Distributions to participants 568,847 - 3,180,166 Withdrawals 240,893 91,294 755,552 Loan withdrawals 291,845 (1,661,310) - Other (2) - (1,405) ----------- ----------- ------------ Total deductions 1,101,583 (1,570,016) 3,934,313 ----------- ----------- ------------ Net transfers in/(out) (1,750,735) - - ----------- ----------- ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $16,065,929 $ 2,374,210 $132,403,450 =========== =========== ============ The accompanying notes are an integral part of these financial statements. CB COMMERCIAL HOLDINGS, INC. ---------------------------- CAPITAL ACCUMULATION PLAN ------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- DECEMBER 31, 1995 ----------------- 1. Description of the Plan ----------------------- The following is a summary description of the CB Commercial Holdings, Inc. Capital Accumulation Plan (the "Plan"), which is sponsored by CB Commercial Holdings, Inc. (together with its subsidiaries, "CB" or the "Company"). Participants should refer to the Plan agreement for a further description of the provisions of the Plan. General ------- The Plan is a defined contribution plan, which provides retirement benefits for eligible employees of the Company who elect to participate. It became effective on April 19, 1989, and is a spin-off from the Coldwell Banker Real Estate Group Capital Accumulation Plan (the Prior Plan). The Plan covers substantially all employees of the Company and the Investment Advisory Committee believes it is designed to qualify under Sections 401(a) and 401(k) of the Internal Revenue Code of 1986 (the Code). The Plan is also subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Employees who were participants in the Prior Plan became eligible to participate in the Plan on April 19, 1989. Any other employee could participate in the Plan if, as of the enrollment date, the employee has (i) completed 1,000 hours of service in the twelve consecutive month period beginning on the date of employment or any anniversary thereof, and (ii) attained age 21. Effective July 1, 1992, the Plan was amended related to participation requirements, which enabled any employee to participate in the Plan if, as of the enrollment date, the employee has (i) completed six continuous months of employment and (ii) attained age 21. Subsequently to December 31, 1995, the plan was amended as to the participation requirements. As a result, effective July 1, 1996 any employee will become eligible for the Plan upon such employee's attainment of (i) completion of one hour of service and (ii) age 21. Administration -------------- The Plan is administered by the Investment Advisory Committee (the "Committee" or the "Plan Administrator") appointed by the Board of Directors of the Company. The Committee has been given all powers necessary to carry out its duties, including, but not limited to, the power to administer and interpret the Plan, to answer all questions affecting eligibility of participants in the Plan and to authorize disbursements for the payment of Plan benefits. -2- Trustee, Custodian and Fund Manager of Investments - -------------------------------------------------- T. Rowe Price (the Trustee), together with its affiliates, serves as trustee, custodian and fund manager of the Plan investments. The Trustee is the primary recordkeeper for the Plan, determines the value of Plan investments, other than the value of the CB Stock Fund, and is regularly required to provide an accounting of all receipts, disbursements and transactions made on behalf of the Plan. Contributions and Investment Selections - --------------------------------------- Participants in the Plan who are not highly compensated employees, as defined in the Plan, may elect to contribute from 1 to 15 percent of compensation before taxes through compensation deferrals. The percentage of compensation for contributions of highly compensated employees may be limited by the Committee and is currently limited to 5 percent of their pretax compensation. The Company may make discretionary matching and profit sharing contributions to the Plan in such amounts as determined by the Board of Directors. Each participant may select the investment fund(s) in which employee contributions will be invested. Currently, the investment selections include the funds listed below. a. Equity Income Fund - managed by T. Rowe Price, consists of investments in stocks, bonds and other cash equivalents selected with the objective of providing reasonable growth in value. b. Capital Appreciation Fund - managed by T. Rowe Price, consists of investments in stocks of companies in varied industries selected with the objective of providing growth in value through a more aggressive investment approach than the Equity Income Fund. c. Stable Value Fund, formerly the Managed Guaranteed Investment Contract Fund - managed by T. Rowe Price, consists of investments in guaranteed investment contracts, bank investment contracts, and structured investment contracts. d. CB Stock Fund (CB) - consists of investment in Class B-2 Common Stock of CB Commercial Holdings, Inc. The CB stock is not publicly traded. The valuation of the stock is determined annually by the Plan Administrator who utilizes the services of an independent appraiser appointed by the Committee, however, the stock is subject to more frequent valuations if determined appropriate by the Committee. Except for distributions and forfeitures, as defined in the Plan, all purchases and sales of CB stock shall be approved by the Committee. In addition, participant withdrawals in cash are allowed only to the extent CB stock allocated to such participant's accounts is sold in accordance with established procedures. e. Prime Reserve Fund - managed by T. Rowe Price, consists of investments in commercial paper, corporate notes and other short-term investments. f. International Stock Fund - managed by T. Rowe Price, consists of investments in marketable securities of non-United States issuers. The fund seeks a total return on its assets from long term growth of capital and income. -3- g. New America Growth Fund - managed by T. Rowe Price, primarily consists of investments in stocks of companies in service industries. h. Spectrum Income Fund - managed by T. Rowe Price, consists of investments in underlying funds which have invested in bonds, money-market funds, stocks, international bonds, and high-yield bonds. i. Equity Index Fund - managed by T. Rowe Price, is modeled after the S&P 500 Index and consists of investments in companies which are included in the S&P 500 Index. j. New Asia Value Fund - managed by T. Rowe Price, consists of investments in large and small capitalization companies based in Asia (excluding Japan) and other regions of the Pacific Basin, including Australia and New Zealand. k. Small-Cap Value Fund - managed by T. Rowe Price, primarily consists of investments in stocks of small companies that are believed to be undervalued. l. Science and Technology Fund - managed by T. Rowe Price, primarily consists of investments in stocks of companies in the science and electronics industries. Participants' Accounts - ---------------------- Each participant account is credited with an allocation of Company contributions, investment earnings or losses and forfeitures of terminated participants' nonvested accounts. Allocation of earnings on any of the investment funds, except for CB funds, is based on each participant's balance in the investment fund as compared to the total participants' balance in such fund as of the preceding valuation date. Dividends and earnings on CB stock are allocated based on the number of shares a participant holds. Earnings on CB funds are invested at the designation of the Committee in one of the investment funds listed above. Allocations of forfeitures of Company contributions are based on each participant's pre-tax voluntary contributions as compared to the total pre-tax voluntary contributions of all participants, subject to a certain threshold, for a Plan year, as defined in the Plan. Vesting - ------- Participants are at all times 100 percent vested in their accounts, except for amounts contributed by the Company and earnings thereon. Vesting in amounts contributed by the Company and related earnings is based upon the occurrence of the earliest of the following: a. 100 percent upon Plan termination. b. 100 percent upon participant attaining age 65, death or disability. c. for participants who commenced employment prior to January 1, 1989, zero percent for less than four years of vesting service, as defined in the Plan, 10 percent for four years of vesting -4- service and 100 percent for five or more years of vesting service. d. for participants who commenced employment after January 1, 1989, zero percent for less than five years of vesting service and 100 percent for five or more years of vesting service. Benefit Payments and Withdrawals -------------------------------- Participants are entitled to the vested portion of their accounts upon attaining age 65, termination of employment, disability or death. The Plan also provides for withdrawals due to hardship from the fully vested employee contributions, subject to certain limitations. Loans ----- Participants may elect to borrow funds from the vested portion of their accounts. Such loan principal and related interest are payable by the Participants back to their Plan accounts over a period not to exceed 36 months from the date of withdrawal. The interest rate on such loans is the prime rate as determined by the Company plus 2 percent. 2. Summary of Significant Accounting Policies ------------------------------------------ Basis of Accounting ------------------- For financial reporting purposes, the financial statements have been prepared on the accrual basis of accounting. Investments ----------- The valuation of investments is the responsibility of the Plan Administrator as indicated in the Plan provision. Plan investments included in the statements of net assets available for Plan benefits, excluding the participant loan fund and investment contracts, are stated at fair market value as of December 31, 1995 and 1994. The CB stock is not traded on an established exchange; however, historically there has been a limited amount of trading between eligible buyers and sellers of such stock. Accordingly, the fair value of CB stock is determined by the Plan Administrator who utilizes the services of an independent appraiser. The fair value is defined as the price at which the stock would change hands between a willing, able and well informed buyer and seller, neither of which are under any compulsion to buy or sell. Although the purpose of an independent appraisal is to estimate fair value, those estimated values may differ from the value that would have been used had an actively traded market for the securities existed and may be different from the prices obtained in limited trading between eligible buyers and sellers. The value of the CB Stock determined by the Plan Administrator was $9.94 and $8.35 per share as of December 31, 1995 and 1994, respectively. The Stable Value Fund is stated at contract value which represents contributions plus interest accrued at the contract rate, less withdrawals and fees. Contract value generally approximates fair -5- value. The interest rate as of December 31, 1995 was 6.39%. The average yield for the year ended December 31, 1995 and 1994 was 6.31% and 6.37%, respectively. In general, the interest rates are fixed through maturity, except for investments in Synthetic Investment Contracts that comprise approximately 34% of the Fund whose rates are reset quarterly based on the market value of the underlying securities. The Fund represented approximately 2% of the Net Assets Available for Plan Benefits as of December 31, 1995. For assets purchased during 1995, the difference between the cost and market value of investments as of December 31, 1995 represents the net unrealized gain or loss on investments. For assets purchased prior to 1995, the difference of the market values of investments between December 31, 1994 and December 31, 1995 represents the net unrealized gain or loss on investments. As of December 31, 1995 approximately 78% of the Plan's investments are invested in T. Rowe Price managed funds. Benefits Payable ---------------- As of December 31, 1995, employee benefits payable to withdrawing participants is approximately $385,000, which is included in Net Assets Available for Plan Benefits. 3. Federal Income Tax Status ------------------------- The Plan obtained its determination letter from the Internal Revenue Service on March 8, 1996, subject to the adoption of certain amendments. These amendments were adopted subsequent to the determination date. At that time, the Plan was deemed to be designed to satisfy the tax exempt requirements of the Internal Revenue Code. The Committee is of the opinion that the Plan is currently designed and being operated in compliance with all applicable provisions of the Internal Revenue Code. Therefore, the Committee believes that the Plan was qualified and the related trust was tax-exempt as of the financial statement dates. 4. Plan Termination ---------------- Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. Upon complete discontinuance of the employer's contributions or Plan termination, participants will become fully vested in their account balances. 5. Employer Contributions ---------------------- The Company authorized a discretionary matching contribution of 125,389 shares of CB stock for 1995, which resulted in a contribution of $1,246,467. For 1994, the Company authorized a discretionary matching contribution of 159,432 shares of CB stock, which resulted in a contribution of $1,331,257. At December 31, 1995 and 1994, the values assigned to the shares contributed were $9.94 and $8.35, respectively, as determined by an independent appraiser. -6- 6. Schedules to Financial Statements --------------------------------- The schedules required by Section No. 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under ERISA have been prepared reflecting assets held for investment and participant loans in default as of December 31, 1995 and certain transactions entered into by the Plan for the year ended December 31, 1995. 7. Administrative Expenses ----------------------- Expenses directly related to the administration of the Plan are paid out of Plan assets. However, the Company may elect to pay for some of these expenses. During 1995, the Company elected to pay all Plan expenses, which amounted to approximately $50,000. These expenses are not reflected in the accompanying financial statements. 8. Subsequent Events ----------------- On June 30, 1995, the Company acquired Westmark Realty Advisors, L.L.C. ("Westmark"). Effective January 1, 1996, the existing defined contribution plan of Westmark was merged into the Plan by transferring all its assets into the Plan. Schedule I E.I.N. No. 52-1616016 Plan No. 001 CB COMMERCIAL HOLDINGS, INC. ---------------------------- CAPITAL ACCUMULATION PLAN ------------------------- Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES ---------------------------------------------------------- AS OF DECEMBER 31, 1995 ----------------------- Description of Investment Including Identity of Issue, Borrower, Maturity Date, Rate of Interest, Lessor or Similar Party Collateral, Par or Maturity Value Cost Fair Value - ----------------------------- --------------------------------------- ---- ---------- Equity Income Fund 1,494,406 units of T. Rowe Price Equity Income Fund $ 23,021,184 $ 29,903,072 Capital Appreciation Fund 1,384,039 units of T. Rowe Price Capital Appreciation Fund 16,303,294 18,919,819 Stable Value Fund 16,017,525 units of T. Rowe Price Bank Collective Investment Fund, investing in contracts bearing interest of 5.12% and 8.60% with various maturities between February 1996 and March 2016 16,017,525 16,017,525 CB Stock Fund 2,708,761 shares of CB Common Stock, 22,390,641 26,925,084 506,057 units of U.S. Treasury Fund 506,057 506,057 Prime Reserve Fund 6,754,394 units of T. Rowe Price Prime Reserve Fund 6,754,394 6,754,394 International Stock Fund 718,762 units of T. Rowe Price International Stock Fund 7,999,380 8,790,462 New America Growth Fund 175,252 units of T. Rowe Price New America Growth Fund 5,001,460 6,118,053 Spectrum Income Fund 182,519 units of T. Rowe Price Spectrum 1,978,904 2,051,510 Income Fund Equity Index Fund 94,426 units of T. Rowe Price Equity 1,442,680 1,625,069 Index Fund New Asia Fund 477,333 units of T. Rowe Price New Asia 4,335,122 3,923,675 Fund Science and Technology Fund 90,057 units of T. Rowe Price Science 2,763,662 2,622,467 Technology Fund Small-CAP Value Fund 240,621 units of T. Rowe Price Small-CAP 3,641,119 3,977,470 Value Fund Participant Loans Loans Receivable 2,434,760 2,434,760 ------------ ------------ Total Investments $114,590,182 $130,569,417 ============ ============ Schedule III E.I.N. No. 52-1616016 Plan No. 001 CB COMMERCIAL HOLDINGS, INC. ---------------------------- CAPITAL ACCUMULATION PLAN ------------------------- Item 27b - SCHEDULE OF PARTICIPANT LOANS IN DEFAULT --------------------------------------------------- AS OF DECEMBER 31, 1995 ----------------------- Amount Received Original Loan Inception Social Loan ----------------------- Unpaid Issue Name Security # Amount Principal Interest Balance Date ---- ----------- ----------- ----------- ---------- ---------- -------- Ahee, F.D. ###-##-#### $ 5,000.00 $ 0.00 $ 0.00 $ 5,000.00 10/28/92 Arcisz, Joseph J. ###-##-#### 5,000.00 0.00 0.00 5,000.00 11/30/93 Bonanomi, Robert A. ###-##-#### 50,000.00 19,302.00 4,373.44 30,698.00 2/14/92 Bonner, H.T. ###-##-#### 30,000.00 0.00 0.00 30,000.00 3/11/92 Bowman, Kenneth M. ###-##-#### 4,140.00 2,053.78 429.33 2,086.22 5/11/92 Burke, Daniel J. ###-##-#### 1,100.00 0.00 0.00 1,100.00 4/20/92 Christensen, Charles ###-##-#### 1,640.54 131.77 10.94 1,508.77 12/28/92 Chin, Winston S. ###-##-#### 35,000.00 18,342.70 3,754.50 16,657.30 3/26/92 Dalton, Gregory ###-##-#### 18,000.00 6,948.87 1,574.43 11,051.13 2/21/92 Dudley, Mac M. ###-##-#### 8,237.65 1,029.75 260.95 7,207.90 1/27/93 Garland, Glenn A. ###-##-#### 4,196.00 1,734.10 385.26 2,461.90 7/23/92 Giglio, Gerald F. ###-##-#### 2,846.00 0.00 0.00 2,846.00 7/17/92 Herbst, John F. ###-##-#### 50,000.00 12,639.81 3,143.99 37,360.19 4/20/92 Hixson, Rob M. III ###-##-#### 14,465.29 3,677.53 855.37 10,787.76 9/16/92 Howatt, William C. ###-##-#### 6,000.00 2,809.78 599.60 3,190.22 4/23/92 Jamerson, James F. ###-##-#### 6,500.00 1,985.98 476.30 4,514.02 3/26/92 Kinetz, James V. ###-##-#### 20,000.00 18,132.45 2,702.10 1,867.55 6/12/92 Lehman, Lester O. ###-##-#### 35,000.00 4,375.13 1,108.72 30,624.87 1/24/92 Mallaney, Thomas M. ###-##-#### 14,000.00 0.00 0.00 14,000.00 5/9/94 Michener, Edward H. ###-##-#### 10,000.00 4,701.28 939.20 5,298.72 7/31/92 Miller, Harry M. #1 ###-##-#### 10,000.00 2,790.77 681.70 7,209.23 4/13/92 Miller, Harry M. #2 ###-##-#### 12,000.00 3,348.84 818.07 8,651.16 7/2/92 Petti, Paul C. ###-##-#### 2,821.78 0.00 0.00 2,821.78 10/5/94 Schuen, Richard B. ###-##-#### 1,200.00 528.80 115.16 671.20 3/26/92 Schirmer, Kurt F. ###-##-#### 12,200.00 0.00 0.00 12,200.00 2/27/92 Taylor, Robert J. ###-##-#### 4,750.00 465.28 141.12 4,284.72 7/28/94 Toone, David B. ###-##-#### 16,365.00 0.00 0.00 16,365.00 3/6/95 Wankier, Weldon ###-##-#### 50,000.00 0.00 0.00 50,000.00 5/11/92 Wilson, Ben ###-##-#### 10,000.00 1,241.71 336.69 8,758.29 6/12/92 ----------- ----------- ---------- ----------- $440,462.26 $106,240.33 $22,706.87 $334,221.93 =========== =========== ========== =========== Amount overdue Interest ------------------------ Name Rate Collateral Principal Interest ---- -------- ---------- ----------- ---------- Ahee, F.D. 8.00% Participant Balance $ 5,000.00 $ 400.00 Arcisz, Joseph J. 8.00% Participant Balance 5,000.00 400.00 Bonanomi, Robert A. 8.50% Participant Balance 30,698.00 2,609.31 Bonner, H.T. 8.50% Participant Balance 30,000.00 2,550.00 Bowman, Kenneth M. 8.50% Participant Balance 2,086.22 177.33 Burke, Daniel J. 8.50% Participant Balance 1,100.00 93.50 Christensen, Charles 8.00% Participant Balance 1,508.77 120.70 Chin, Winston S. 8.50% Participant Balance 16,657.30 1,415.87 Dalton, Gregory 8.50% Participant Balance 11,051.13 939.35 Dudley, Mac M. 8.00% Participant Balance 7,207.90 576.63 Garland, Glenn A. 8.50% Participant Balance 2,461.90 209.26 Giglio, Gerald F. 8.50% Participant Balance 2,846.00 241.91 Herbst, John F. 8.50% Participant Balance 37,360.19 3,175.62 Hixson, Rob M. III 8.00% Participant Balance 10,787.76 863.02 Howatt, William C. 8.50% Participant Balance 3,190.22 271.17 Jamerson, James F. 8.50% Participant Balance 4,514.02 383.69 Kinetz, James V. 8.50% Participant Balance 1,867.55 158.74 Lehman, Lester O. 8.00% Participant Balance 30,624.87 2,449.99 Mallaney, Thomas M. 8.75% Participant Balance 14,000.00 1,225.00 Michener, Edward H. 8.00% Participant Balance 5,298.72 423.90 Miller, Harry M. #1 8.50% Participant Balance 7,209.23 612.78 Miller, Harry M. #2 8.50% Participant Balance 8,651.16 735.35 Petti, Paul C. 9.75% Participant Balance 2,821.78 275.12 Schuen, Richard B. 8.50% Participant Balance 671.20 57.05 Schirmer, Kurt F. 8.50% Participant Balance 12,200.00 1,037.00 Taylor, Robert J. 9.25% Participant Balance 4,284.72 396.34 Toone, David B. 11.00% Participant Balance 16,635.00 180.02 Wankier, Weldon 8.50% Participant Balance 50,000.00 4,250.00 Wilson, Ben 8.50% Participant Balance 8,758.29 744.45 ----------- ---------- $334,221.93 $26,973.10 =========== ========== SCHEDULE II E.I.N. No. 52-1616016 Plan No. 001 CB COMMERCIAL HOLDINGS, INC. ---------------------------- CAPITAL ACCUMULATION PLAN ------------------------- Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS ---------------------------------------------- FOR THE YEAR ENDED DECEMBER 31, 1995 ------------------------------------ Identity of Party Purchase Selling Lease Involved Description of Assets Price Price Rental - --------------------- ---------------------------------------------- ----------- --------- ------- T. Rowe Price Purchased 3,903,235 units of T. Rowe Price Stable $3,903,235 $ - N/A Stable Value Fund Value Fund @ $1.00 per unit* T. Rowe Price Sold 4,501,045 units of T. Rowe Price Stable 4,501,045 4,501,045 N/A Stable Value Fund Value Fund @ $1.00 per unit* T. Rowe Price Purchased 344,240 units of T. Rowe Price 6,888,237 - N/A Equity Income Fund Mutual Fund @ floating market prices* T. Rowe Price Sold 197,054 units of T. Rowe Price Mutual Fund 3,406,067 3,943,056 N/A Equity Income Fund @ floating market prices* T. Rowe Price Purchased 3,345,746 units of T. Rowe Price 3,345,746 - N/A Prime Reserve Fund Mutual Fund @ floating market prices* T. Rowe Price Sold 3,419,917 units of T. Rowe Price Mutual Fund 3,419,917 3,419,917 N/A Prime Reserve Fund @ floating market prices* T. Rowe Price Purchased 331,612 units of T. Rowe Price 4,533,136 - N/A Capital Appreciation Fund Mutual Fund @ floating market prices* T. Rowe Price Sold 179,508 units of T. Rowe Price Mutual Fund 2,122,972 2,453,870 N/A Capital Appreciation Fund @ floating market prices* T. Rowe Price Purchased 204,523 units of T. Rowe Price 2,501,320 - N/A International Stock Fund Mutual Fund @ floating market prices* T. Rowe Price Sold 236,689 units of T. Rowe Price Mutual Fund 2,726,752 2,849,704 N/A International Stock Fund @ floating market prices* Identity of Party Expense Incurred Cost of Current Value of Asset Net Gain Involved With Transaction Asset on Transaction Date or (Loss) - --------------------- ------------------ ------------ ------------------------ ------------ T. Rowe Price - $3,903,235 $3,903,235 $ - Stable Value Fund T. Rowe Price - 4,501,045 4,501,045 - Stable Value Fund T. Rowe Price - 6,888,237 6,888,237 - Equity Income Fund T. Rowe Price - 3,406,067 3,943,056 536,989 Equity Income Fund T. Rowe Price - 3,345,746 3,345,746 - Prime Reserve Fund T. Rowe Price - 3,419,917 3,419,917 - Prime Reserve Fund T. Rowe Price - 4,533,136 4,533,136 - Capital Appreciation Fund T. Rowe Price - 2,122,972 2,453,870 330,898 Capital Appreciation Fund T. Rowe Price - 2,501,320 2,501,320 - International Stock Fund T. Rowe Price - 2,726,752 2,849,704 122,952 International Stock Fund *Denotes party-in-interest transactions SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, - -------- the plan administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. CB Commercial Holdings, Inc., as Plan Administrator of the CB Commercial Holdings, Inc. Capital Accumulation Plan Date: June 27, 1996 By: RONALD J. PLATISHA ---------------------------- Ronald J. Platisha Executive Vice President