<PAGE>
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
<PAGE>
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.
<PAGE>
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
<PAGE>
CB COMMERCIAL HOLDINGS, INC.
----------------------------
CAPITAL ACCUMULATION PLAN
-------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
AS OF DECEMBER 31, 1995
-----------------------
<TABLE>
<CAPTION>
Non-Participant
Directed Participant Directed
--------------- --------------------------------------------------
Common
Stock Mutual Funds
------------------------ -----------------------------------------
CB CB Equity Capital Prime
Stock Stock Income Appreciation Reserve
Fund Fund Fund Fund Fund
-------- ----------- ----------- -------------- ---------
<S> <C> <C> <C> <C> <C>
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
========== =========== =========== ============ ==========
<CAPTION>
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
------------- ------------- ---------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
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
========== =========== ========== ========== ========== ========== ==========
<CAPTION>
Investment
Contracts
---------
Stable
Value Participant
Fund Loan Fund Total
------- ------------ ----------
<S> <C> <C> <C>
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
=========== =========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
CB COMMERCIAL HOLDINGS, INC.
----------------------------
CAPITAL ACCUMULATION PLAN
-------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
AS OF DECEMBER 31, 1994
-----------------------
<TABLE>
<CAPTION>
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
-------------- ----------- ----------- ----------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
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
========== =========== =========== =========== ========== ==========
<CAPTION>
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
----------- ----------- --------- ------------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
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
========== ========== ======== ========== ========== ===========
<CAPTION>
Participant
Loan Fund Total
----------- -------------
<S> <C> <C>
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
========== =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
CB COMMERCIAL HOLDINGS, INC.
----------------------------
CAPITAL ACCUMULATION PLAN
-------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1995
------------------------------------
<TABLE>
<CAPTION>
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
--------------- ----------- ----------- ------------ ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
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
========== =========== =========== =========== ========== ===========
<CAPTION>
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
----------- ---------- --------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
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
========== ========== ========== ========== ========== ==========
<CAPTION>
Participant Directed
--------------------
Investment
Contracts
--------------------
Stable
Value Participant
Fund Loan Fund Total
----------- ----------- -------------
<S> <C> <C> <C>
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
=========== =========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
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.
<PAGE>
-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.
<PAGE>
-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
<PAGE>
-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
<PAGE>
-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.
<PAGE>
-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.
<PAGE>
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
-----------------------
<TABLE>
<CAPTION>
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
- ----------------------------- --------------------------------------- ---- ----------
<S> <C> <C> <C>
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
============ ============
</TABLE>
<PAGE>
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
-----------------------
<TABLE>
<CAPTION>
Amount Received
Original Loan Inception
Social Loan ----------------------- Unpaid Issue
Name Security # Amount Principal Interest Balance Date
---- ----------- ----------- ----------- ---------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
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
=========== =========== ========== ===========
<CAPTION>
Amount overdue
Interest ------------------------
Name Rate Collateral Principal Interest
---- -------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
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
=========== ==========
</TABLE>
<PAGE>
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
------------------------------------
<TABLE>
<CAPTION>
Identity of Party Purchase Selling Lease
Involved Description of Assets Price Price Rental
- --------------------- ---------------------------------------------- ----------- --------- -------
<S> <C> <C> <C> <C>
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*
<CAPTION>
Identity of Party Expense Incurred Cost of Current Value of Asset Net Gain
Involved With Transaction Asset on Transaction Date or (Loss)
- --------------------- ------------------ ------------ ------------------------ ------------
<S> <C> <C> <C> <C>
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
</TABLE>
*Denotes party-in-interest transactions
<PAGE>
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
<PAGE>
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated June 4, 1996, included in this Form 11-K, into
CB COMMERCIAL HOLDINGS, INC.'s previously filed Registration Statements: Form
S-8 (File No. 33-39436), Form S-8 (File No. 33-40953), Form S-8 (File
No. 33-44346), Form S-8 (File No. 33-73236) and Form S-8 (File No. 33-90014).
/s/ Arthur Andersen LLP
_____________________________________
ARTHUR ANDERSEN LLP
Los Angeles, California
June 4, 1996
