<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
CB Commercial Real Estate Service Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
12479F103
(CUSIP Number)
<PAGE> 2
CUSIP No. 12479F103
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons
Fukoku Mutual Life Insurance Company
I.R.S. Identification No.: 99-0099080
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3) SEC Use Only
4) Citizenship or Place of Organization
Japanese corporation
Number (5) Sole Voting Power 780,000
of
Shares
Beneficially (6) Shared Voting Power 0
Owned
By
Each (7) Sole Dispositive Power 780,000
Reporting
Person
With (8) Shared Dispositive Power 0
9) Aggregate Amount Beneficially Owned by Each Reporting Person 780,000
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) IC
2
<PAGE> 3
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:
Fukoku Mutual Life Insurance Company
ITEM 2(b): Address of Principal Business Office or, if none, Residence:
2-2 Uchisaiwaicho, 2-chome
Chiyoda-ku
Tokyo 100
Japan
ITEM 2(c): Citizenship:
Japanese company
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:
Not Applicable
(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)
3
<PAGE> 4
(h) [ ] Group, in accordance with Section
240.13d-1(b)(1)(ii)(H)
ITEM 4. OWNERSHIP (Please refer to Exhibit A for additional information)
(a) Amount Beneficially Owned:
780,000 shares
(b) Percent of Class:
5.6%
(c) Number of shares as to which such person has:
<TABLE>
<C> <S> <C>
(i) sole power to vote or to direct the vote 780,000
-------
(ii) shared power to vote or to direct the vote 0
-------
(iii) sole power to dispose or to direct the disposition of 780,000
-------
(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
4
<PAGE> 5
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
FUKOKU MUTUAL LIFE INSURANCE COMPANY
By: /s/ Tomofumi Akiyama
-----------------------
Mr. Tomofumi Akiyama
Managing Director
5
<PAGE> 6
EXHIBIT A
The reporting person owns 1,000,000 shares of Series A-2
Preferred Stock (the "Series A-2 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-2 Preferred Stock were convertible into
780,000 shares of Common Stock on such date. The reporting person 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
the reporting person, dated November 12, 1996, restricting the reporting
person's ability to sell its Series A-2 Preferred Stock or Common Stock for a
period of 180 days.
6
<PAGE> 1
EXHIBIT A
The reporting person owns 1,000,000 shares of Series A-2
Preferred Stock (the "Series A-2 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-2 Preferred Stock were convertible into
780,000 shares of Common Stock on such date. The reporting person 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
the reporting person, dated November 12, 1996, restricting the reporting
person's ability to sell its Series A-2 Preferred Stock or Common Stock for a
period of 180 days.
6
