<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. ___)*
CB Commercial Holdings, Inc.
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(Name of Issuer)
Class B-2 Common Stock
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(Title of Class of Securities)
124926106
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(CUSIP Number)
Karen A. Tallman
CB Commercial Real Estate Group, Inc.
533 South Fremont Avenue
Los Angeles, California 90071
(213) 613-3149
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 12, 1996
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(Date of Event which Requires
Filing of this Statement)
If the 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 [ ].
Check the following box if a fee is being paid with this statement [X]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
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).
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CUSIP NO. 124926106 SCHEDULE 13D PAGE 2 OF 8 PAGES
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NAME OF REPORTING PERSON James J. Didion
1 S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON ###-##-####
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
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4 SOURCE OF FUNDS*
SC; PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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SOLE VOTING POWER
7
NUMBER OF 403,194
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 263,172
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
403,194
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.06%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
In
- ------------------------------------------------------------------------------
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CUSIP No. 124926106 13D Page 3 of 8 Pages
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Item 1. Security and Issuer.
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This Statement relates to the Class B-2 Common Stock ("B-2 Stock") of CB
Commercial Holdings, Inc. (the "Issuer"). The principal executive offices of
the Issuer are located at 533 South Fremont Avenue, Los Angeles, California
90071.
Item 2. Identity and Background.
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(a) This Statement is filed by Mr. James J. Didion.
(b) Mr. Didion's business address is 533 South Fremont Avenue, Los Angeles,
California 90071.
(c) Mr. Didion is the Chairman and Chief Executive Officer of the Issuer.
The principal business of the Issuer is commercial real estate brokerage and
other services. The address of the Issuer is set forth in Item 1 above.
(d) Mr. Didion has not during the past five years been convicted in a
criminal proceding (excluding traffic violations or similar misdemeanors).
(e) Mr. Didion has not during the past five years been a party to a civil
proceeding as a result of which he 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.
(f) Mr. Didion is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
- ------ -------------------------------------------------
On August 12, 1996 Mr. Didion was issued 175,027 shares of B-2 Stock
pursuant to the 1996 Equity Incentive Plan of the
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CUSIP No. 124926106 13D Page 4 of 8 Pages
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Issuer for a purchase price of $10 per share, which was paid by delivery of a
full recourse promissory note. The shares vest at the rate of five percent per
quarter commencing December 31, 1995. The other shares of B-2 Stock held by or
for the benefit of Mr. Didion were acquired by him, in various amounts, pursuant
to a direct purchase in 1989, pursuant to the Issuer's 401(k) plan (which shares
are held in the name of the plan) and pursuant to other employee benefit plans.
Item 4. Purpose of the Transaction.
- ------ --------------------------
Mr. Didion acquired the subject shares for investment purposes. Mr. Didion
may, from time to time, purchase additional securities of the Issuer depending
on price, market conditions, availability of funds, valuation of alternative
investments and other factors. Mr. Didion has no present plans to sell any of
the Issuer's securities, although he may determine to sell all or part of his
securities based upon changes in price, market conditions, the need for funds,
evaluation of alternative investments and other factors.
Item 5. Interest in Securities of the Issuer.
- ------ ------------------------------------
As of the date hereof, there are 6,607,160 shares of B-2 Stock issued and
outstanding.
(a) Amount beneficially owned by James J. Didion as of the date hereof:
403,194 Percent of class: 6.06%
(b) The number of shares as to which, as of the date hereof, James J. Didion
has:
(i) Sole power to vote or direct the vote: 403,194 shares;
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CUSIP No. 124926106 13D Page 5 of 8 Pages
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(ii) Shared power to vote or direct the vote: zero shares;
(iii) Sole power to dispose or direct the disposition of: 263,172
shares (this number excludes shares that have not vested or will not vest
within 60 days after the date hereof under the Issuer's 1996 Equity
Incentive Plan);
(iv) Shared power to dispose or direct the disposition of: zero
shares.
(c) See Item 3 above.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
- ------ ---------------------------------------------------------------------
to Securities of the Issuer.
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Mr. Didion is a party to the Amended and Restated Stockholders' Agreement
dated as of April 18, 1989 among the Issuer and its stockholders. The
Stockholders' Agreement includes provisions restricting the transfer of shares
of the Issuer's capital stock. The Stockholders' Agreement is filed as Exhibit
1 to this Statement and is hereby incorporated by reference.
Mr. Didion is a party to a Restricted Stock Agreement which includes
provisions relating to the forfeiture of and restrictions on the transfer of
certain shares of B-2 Stock held by Mr. Didion. The Restricted Stock Agreement
and First
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CUSIP No. 124926106 13D Page 6 of 8 Pages
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Amendment thereto are filed as Exhibits 2 and 3 to this Statement and are hereby
incorporated by reference.
Mr. Didion is a party to a Stock Option Agreement which includes provisions
relating to the exercise of stock options to acquire shares of B-2 Stock. The
Stock Option Agreement is filed as Exhibit 4 to this Statement and is hereby
incorporated by reference.
Mr. Didion is a party to a Stock Purchase Agreement, Joint Escrow
Instructions and Security Agreement relating to the shares issued to Mr. Didion
pursuant to the Issuer's 1996 Equity Incentive Plan as described in Item 3
above. These agreements contain provisions relating to the vesting of such
shares at the rate of five percent per quarter commencing December 31, 1995,
restricting the transfer of such shares and providing for the pledge of such
shares to secure the repayment of the promissory note delivered by Mr. Didion in
payment for such shares. The Issuer's 1996 Equity Incentive Plan, including the
Stock Purchase Agreement, Joint Escrow Instructions and Security Agreement which
are exhibits thereto, is filed as Exhibit 5 to this Statement and is hereby
incorporated by reference.
Item 7. Materials to be Filed as Exhibits.
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<TABLE>
<CAPTION>
Exhibit Description
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<S> <C>
1 CB Commercial Holdings, Inc. Amended and Restated Stockholders'
Agreement dated as of April 18, 1989 incorporated by reference
from Exhibit 4.5 to the
</TABLE>
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CUSIP No. 124926106 13D Page 7 of 8 Pages
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<TABLE>
<S> <C>
CB Commercial Holdings, Inc. Form S-1 Registration Statement, File
No. 33-29410
2 Form of CB Commercial Holdings, Inc. Restricted Stock Agreement
between CB Commercial Holdings, Inc. and CB Commercial Holdings,
Inc.'s Officer or Employee, incorporated by reference from Exhibit
4.8 to the CB Commercial Holdings, Inc. Form S-1 Registration
Statement, File No. 33-29410
3 First Amendment to CB Commercial Holdings, Inc. Restricted Stock
Agreement incorporated by reference to Exhibit 4.9 to the CB
Commercial Holdings, Inc. Annual Report on Form 10-K for the year
ended December 31, 1989
4 Form of Nonstatutory Stock Option Agreement incorporated by
reference to Exhibit 4(c) to the CB Commercial Holdings, Inc.
Quarterly Report on Form 10-Q for the quarter ended June 30, 1990
5 1996 Equity Incentive Plan of CB Commercial Holdings, Inc.,
incorporated by reference from Exhibit 10.11 to the CB Commercial
Holdings, Inc. Annual Report on Form 10-K for the year ended
December 31, 1995
</TABLE>
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CUSIP No. 124926106 13D Page 8 of 8 Pages
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SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated as of September 20, 1996.
/s/ JAMES J. DIDION
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James J. Didion
