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): July 20, 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 1. Change in Control of Registrant.
On July 20, 2001, pursuant to an Amended and Restated Agreement and
Plan of Merger dated as of May 31, 2001 (the "Merger Agreement"), among CBRE
Holding, Inc. ("Holding"), the Company and BLUM CB Corp., a Delaware corporation
and a wholly-owned subsidiary of Holding ("Acquisition"), Acquisition was merged
with and into Services (the "Merger"). The Company was the surviving
corporation in the Merger and at the effective time of the Merger became a
wholly-owned subsidiary of Holding. Pursuant to the terms of the Merger
Agreement, at the effective time of the Merger each issued and outstanding share
of Common Stock, par value $.01 per share (the "Common Stock"), of the Company
was converted into the right to receive $16.00 in cash, other than (i) shares of
Common Stock owned by Holding and Acquisition, which totaled 7,967,274 shares at
such time, which were cancelled, (ii) treasury shares and shares of Common Stock
owned by any of the Company's subsidiaries, which were cancelled, and (iii)
shares held by stockholders who perfect appraisal rights for such shares in
accordance with Delaware law. Following the Merger, the Common Stock was
delisted from the New York Stock Exchange.
Pursuant to an Amended and Restated Contribution and Voting Agreement,
dated as of May 31, 2001 and as amended on July 19, 2001 (the "Contribution
Agreement"), among (i) RCBA Strategic Partners, L.P., a Delaware limited
partnership ("Strategic"), FS Equity Partners III, L.P., a Delaware limited
partnership ("FSEP III"), FS Equity Partners International, L.P., a Delaware
limited partnership ("FSEP International"), The Koll Holding Company, a
California corporation ("Koll Holding"), Frederic V. Malek, a former director of
the Company ("Malek"), Raymond E. Wirta, the Chief Executive Officer and a
director of the Company ("Wirta"), and W. Brett White, the Chairman of the
Americas and a director of the Company ("White") (collectively, the "Continuing
Stockholders"); (ii) Holding; and (iii) Acquisition, among other things,
immediately prior to the effective time of the Merger, the Continuing
Stockholders and their affiliates contributed 7,967,274 shares of Common Stock
to Holding (the "Share Contribution") in consideration for the issuance to them
of an equal number of shares of Class B Common Stock, par value $.01 per share,
of Holding (the "Class B Common Stock"). Such shares of Common Stock
contributed to Holding were cancelled at the effective time of the Merger. Also
pursuant to the Contribution Agreement, Strategic contributed $25,522,992.00 to
Holding and Holding issued 1,595,187 shares of Class B Common Stock to Strategic
and Blum Strategic Partners II, L.P. ("Blum") contributed $45,439,472.00 to
Holding and Holding issued 2,839,967 shares of Class B Common Stock to Blum (the
foregoing, collectively, the "Cash Contribution," and together with the Share
Contribution, the "Contributions").
In connection with the completion of the Merger, a Securityholders'
Agreement, dated as of July 20, 2001 (the "Securityholders' Agreement"), was
entered into among Strategic, Blum, FSEP III, FSEP International, Koll Holding,
California Public Employees' Retirement System ("CalPERS"), Malek, DLJ
Investment Funding, Inc., Credit Suisse First Boston Corporation, Wirta, White,
Holding and the Company, which sets forth certain agreements among the parties
thereto with respect to Holding's Class A Common Stock and Class B Common Stock.
Immediately prior to the Merger and the related transactions, the Company was
publicly-held. As a result of the provisions set forth in the Securityholders'
Agreement, after the Merger, the Company became controlled by Strategic and its
affiliates, which have the right to designate a majority of Holding's directors.
The funding to complete the Merger, as well as the refinancing of
substantially all of the outstanding indebtedness of the Company, was obtained
through (i) the Contributions, (ii) the offering by Holding of shares of its
Class A Common Stock, par value $.01 per share, of Holding (the "Class A Common
Stock") to employees of the Company, (iii) the sale of 625,000 shares of Class A
Common Stock to CalPERS for $16.00 per share, (iv) the issuance and sale by
Holding of units for $65 million, which units consist in the aggregate of $65
million aggregate principal amount of 16% Senior Notes due 2001 and 339,820
shares of Class A Common Stock, (v) the issuance and sale by Acquisition of $229
million aggregate principal amount of 11 1/4% Senior Subordinated Notes due 2011
for $225.6 million (which Senior Subordinated Notes were assumed by the Company
in connection with the Merger) and (vi) borrowings by the Company under a new
credit agreement with Credit Suisse First Boston and other lenders of
approximately $285 million.
The Merger Agreement is hereby incorporated herein by reference to
Exhibit 2.1, the Contribution Agreement, as amended, is hereby incorporated
herein by reference to Exhibits 2.2 and 2.3, the Securityholders' Agreement is
hereby incorporated herein by reference to Exhibit 99.1 and the Company's press
release announcing the effectiveness of the Merger is incorporated herein by
reference to Exhibit 99.2. The foregoing descriptions of such documents are
qualified in their entirety by reference to such exhibits.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
2.1 Amended and Restated Agreement and Plan of Merger dated as of May 31,
2001 by and among CB Richard Ellis Services, Inc., CBRE Holding, Inc.,
and BLUM CB Corp. (incorporated by reference from Exhibit 2.1 of
Amendment No. 1 to the Registration Statement on Form S-1, filed by
CBRE Holding, Inc. on June 12, 2001, File No. 333-59440).
2.2 Amended and Restated Contribution and Voting Agreement, dated as of
May 31, 2001, by and among CBRE Holding, Inc., BLUM CB Corp., RCBA
Strategic Partners, L.P., FS Equity Partners III, L.P., FS Equity
Partners International, L.P., Raymond E. Wirta, W. Brett White,
Frederic V. Malek and The Koll Holding Company (incorporated by
reference from Exhibit 4.2(a) of Amendment No. 1 to Form S-1, filed by
CBRE Holding, Inc. on June 12, 2001, File No. 333-59440).
2.3 Amendment, dated as of July 19, 2001, to the Amended and Restated
Contribution and Voting Agreement, by and among CBRE Holding, Inc.,
BLUM CB Corp., RCBA Strategic Partners, L.P., FS Equity Partners III,
L.P., FS Equity Partners International, L.P., Raymond E. Wirta, W.
Brett White, Frederic V. Malek and The Koll Holding Company
(incorporated by reference from Exhibit
23 of Amendment No. 9 to the Schedule 13D, filed by RCBA GP, L.L.C.,
RCBA Strategic Partners, L.P., Richard C. Blum & Associates, Inc.,
BLUM Capital Partners, L.P., Richard C. Blum and CBRE Holding, Inc. on
July 25, 2001, File No. 005-46943).
99.1 Securityholders' Agreement, dated as of July 20, 2001, by and among
RCBA Strategic Partners, L.P., Blum Strategic Partners II, L.P., FS
Equity Partners III, L.P., FS Equity Partners International, L.P., The
Koll Holding Company, California Public Employees' Retirement System,
Frederic V. Malek, DLJ Investment Funding, Inc., Credit Suisse Boston
Corporation, Raymond E. Wirta, W. Brett White, CB Richard Ellis
Services, Inc. and CBRE Holding, Inc. (incorporated by reference from
Exhibit 25 of Amendment No. 9 to the Schedule 13D, filed by RCBA GP,
L.L.C., RCBA Strategic Partners, L.P., Richard C. Blum & Associates,
Inc., BLUM Capital Partners, L.P., Richard C. Blum and CBRE Holding,
Inc. on July 25, 2001, File No. 005-46943).
99.2 Press Release of CB Richard Ellis Services, Inc. (filed herewith).
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: August 3, 2001 CB RICHARD ELLIS SERVICES, INC.
By: /s/ Walter V. Stafford
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Walter V. Stafford
General Counsel
Index to Exhibits
Exhibit No. Title
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2.1 Amended and Restated Agreement and Plan of Merger dated as of May
31, 2001 by and among CB Richard Ellis Services, Inc., CBRE
Holding, Inc., and BLUM CB Corp. (incorporated by reference from
Exhibit 2.1 of Amendment No. 1 to the Registration Statement on
Form S-1, filed by CBRE Holding, Inc. on June 12, 2001, File No.
333-59440).
2.2 Amended and Restated Contribution and Voting Agreement, dated as of
May 31, 2001, by and among CBRE Holding, Inc., BLUM CB Corp., RCBA
Strategic Partners, L.P., FS Equity Partners III, L.P., FS Equity
Partners International, L.P., Raymond E. Wirta, W. Brett White,
Frederic V. Malek and The Koll Holding Company (incorporated by
reference from Exhibit 4.2(a) of Amendment No. 1 to Form S-1, filed
by CBRE Holding, Inc. on June 12, 2001, File No. 333-59440).
2.3 Amendment, dated as of July 19, 2001, to the Amended and Restated
Contribution and Voting Agreement, by and among CBRE Holding, Inc.,
BLUM CB Corp., RCBA Strategic Partners, L.P., FS Equity Partners
III, L.P., FS Equity Partners International, L.P., Raymond E.
Wirta, W. Brett White, Frederic V. Malek and The Koll Holding
Company (incorporated by reference from Exhibit 23 of Amendment No.
9 to the Schedule 13D, filed by RCBA GP, L.L.C., RCBA Strategic
Partners, L.P., Richard C. Blum & Associates, Inc., BLUM Capital
Partners, L.P., Richard C. Blum and CBRE Holding, Inc. on July 25,
2001, File No. 005-46943).
99.1 Securityholders' Agreement, dated as of July 20, 2001, by and among
RCBA Strategic Partners, L.P., Blum Strategic Partners II, L.P., FS
Equity Partners III, L.P., FS Equity Partners International, L.P.,
The Koll Holding Company, California Public Employees' Retirement
System, Frederic V. Malek, DLJ Investment Funding, Inc., Credit
Suisse Boston Corporation, Raymond E. Wirta, W. Brett White, CB
Richard Ellis Services, Inc. and CBRE Holding, Inc. (incorporated
by reference from Exhibit 25 of Amendment No. 9 to the Schedule
13D, filed by RCBA GP, L.L.C., RCBA Strategic Partners, L.P.,
Richard C. Blum & Associates, Inc., BLUM Capital Partners, L.P.,
Richard C. Blum and CBRE Holding, Inc. on July 25, 2001, File No.
005-46943).
99.2 Press Release of CB Richard Ellis Services, Inc. (filed herewith).