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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
CB Commercial Real Estate Services Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
12479F103
(CUSIP Number)
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CUSIP No. 12479F103
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons
Kajima U.S.A. Inc. (I.R.S. Identification No.: 13-3381982)
Kajima Corporation (Please refer to Exhibit A)
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X (Please refer to Exhibit A)
(b)
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware corporation
Number (5) Sole Voting Power 782,609
of
Shares
Beneficially (6) Shared Voting Power 0
Owned
By
Each (7) Sole Dispositive Power 782,609
Reporting
Person
With (8) Shared Dispositive Power 0
9) Aggregate Amount Beneficially Owned by Each Reporting Person 782,609
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11) Percent of Class Represented by Amount in Row 9 5.6%
12) Type of Reporting Person (See Instructions) CO
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ITEM 1(a): Name of Issuer:
CB Commercial Real Estate Services Group, Inc.
ITEM 1(b): Address of Issuer's Principal Executive Offices:
533 South Fremont
Los Angeles, California 90071
ITEM 2(a): Name of Person Filing:
Kajima U.S.A. Inc. and Kajima Corporation
ITEM 2(b): Address of Principal Business Office or, if none, Residence:
Kajima U.S.A. Inc.
320 Park Avenue, 26th Floor
New York, New York 10022-6815
Kajima Corporation
2-7, Motoakasaka 1-chome
Minato-ku, Tokyo 107
Japan
ITEM 2(c): Citizenship:
Kajima U.S.A. Inc.: Delaware corporation
Kajima Corporation: Japanese corporation
ITEM 2(d): Title of Class of Securities:
Common Stock
ITEM 2(e): CUSIP Number:
12479F103
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b),
CHECK WHETHER THE PERSON FILING IS A:
<TABLE>
<CAPTION>
Not Applicable
<S> <C> <C>
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the Act
(d) [ ] Investment Company registered under section 8 of the Investment Company Act
(e) [ ] Investment Adviser registered under section 203 of the Investment Advisers Act of
1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the
Employee Retirement Income Security Act of 1974 or Endowment Fund; see
Section 240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with Section 240.13d-1(b)(ii)(G) (Note: See Item
7)
(h) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
</TABLE>
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ITEM 4. OWNERSHIP (Please refer to Exhibit A for additional information)
(a) Amount Beneficially Owned:
782,609 shares
(b) Percent of Class:
5.6%
<TABLE>
<S> <C>
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 782,609
-----------
(ii) shared power to vote or to direct the vote 0
-----------
(iii) sole power to dispose or to direct the disposition of 782,609
-----------
(iv) shared power to dispose or to direct the disposition of 0
-----------
</TABLE>
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not Applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not Applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable
ITEM 10. CERTIFICATION
The following certification shall be included if the statement is filed
pursuant to Rule 13d-1(b):
Not Applicable
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Signature.
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.
Date February 12, 1997
Kajima U.S.A. Inc.
By: /s/ Hiroaki Hoshino
---------------------------------
Mr. Hiroaki Hoshino
Executive Vice President and
Chief Financial Officer
Kajima Corporation
By: /s/ Tomoya Kamimura
---------------------------------
Mr. Tomoya Kamimura
Executive Vice President
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EXHIBIT A
Kajima U.S.A. Inc. owns 1,000,000 shares of Series A-1
Preferred Stock of the Issuer (the "Series A-1 Preferred Stock") which shares
are convertible into Common Stock of Issuer based upon a conversion ratio that
ranges from .60 when the Market Price of the Common Stock is $30.00 and above to
.78 when the Market Price of the Common Stock is less than $22.00 (with no
conversion permitted if the Market Price of the Common Stock is less than
$10.00). The Market Price is determined based on the average closing price for a
period, immediately prior to conversion, of consecutive days which includes 20
days on which the Common Stock was traded.
Based on the Market Price calculated as of December 31, 1996
the 1,000,0000 shares of Series A-1 Preferred Stock were convertible into
780,000 shares of Common Stock on such date. Kajima U.S.A. Inc. has been
informed by the Issuer that as at December 31, 1996 the number of outstanding
shares of Common Stock was 13,258,091. The calculation in Item 4(b) is based on
the number of shares of Common Stock outstanding as at December 31, 1996 and the
Market Price as of such date.
Additionally, there is an agreement between Merrill Lynch and
Co., Montgomery Securities, as representative of the several underwriters, and
Kajima U.S.A. Inc., dated November 12, 1996, restricting Kajima U.S.A. Inc.'s
ability to sell its Series A-1 Preferred Stock or Common Stock for a period of
180 days.
Kajima Corporation owns 100% of the outstanding shares of
capital stock of Kajima U.S.A. Inc. and as such is the beneficial owner of the
Series A-1 Preferred Stock owned of record by Kajima U.S.A. Inc. and the Common
Stock into which the Series A-1 Preferred Stock may be converted. Kajima
Corporation also owns 50% of the outstanding shares of capital stock of Kasen
Development, Inc., a Japanese corporation with a principal place of business at
6-3-2 Toyo, Koto-ku, Tokyo, Japan 135. Kasen Development, Inc. owns 1,000,000
shares of Series A-3 Preferred Stock of the Issuer which are also convertible
into Common Stock of the Issuer upon the same terms and conditions as the Series
A-1 Preferred Stock. If each of Kajima U.S.A. Inc. and Kasen Development, Inc.
converted all of their Series A-1 Preferred Stock and Series A-3 Preferred
Stock, respectively, into Common Stock at the Market Price as of December 31,
1996, Kajima Corporation would beneficially own 1,562,609 shares of Common
Stock. Based on the number of shares of Common Stock outstanding as at December
31, 1996, Kajima Corporation would thereby beneficially own 10.5% of the Common
Stock. Kajima Corporation has filed a separate Schedule 13G jointly with Kasen
Development, Inc. with respect to the Series A-3 Preferred Stock owned of record
by Kasen Development, Inc. on the date hereof.
Kajima U.S.A. Inc., Kajima Corporation and Kasen Development,
Inc. may from time to time consult amongst each other in connection with any
determination regarding the voting or disposition of the Series A-1 Preferred
Stock, the Series A-3 Preferred Stock and/or the Common Stock, and the
conversion of the Series A-1 Preferred Stock and/or Series A-3 Preferred Stock
into the Common Stock.
This Schedule 13G is filed on behalf of Kajima Corporation and
Kajima U.S.A. Inc. (please see Exhibit B attached hereto).
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EXHIBIT B
AGREEMENT RE JOINT FILING
Each of the undersigned hereby agrees, as required pursuant to
Rule 13d-1(f)(1)(iii) under the Securities Exchange Act of 1934, that this
Schedule 13G is to be filed on behalf of each such party. This Agreement may be
executed in separate counterparts, each of which when so executed and delivered
shall be deemed an original, but all such counterparts together shall constitute
but one and the same instrument.
KAJIMA U.S.A. INC.
By: /s/ Hiroaki Hoshino
-----------------------------
Mr. Hiroaki Hoshino
Executive Vice President and
Chief Financial Officer
KAJIMA CORPORATION
By: /s/ Tomoya Kamimura
-----------------------------
Mr. Tomoya Kamimura
Executive Vice President
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