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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): SEPTEMBER 2, 1997
CB COMMERCIAL REAL ESTATE SERVICES GROUP, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 0-18525 52-1616016
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(STATE OR OTHER (COMMISSION FILE (IRS EMPLOYER
JURISDICTION OF NUMBER) IDENTIFICATION NO.)
INCORPORATION)
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533 SOUTH FREMONT AVENUE - LOS ANGELES, CALIFORNIA 90071
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (213) 613-3123
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS.
On September 2, 1997, CB Commercial Real Estate Services Group, Inc. issued
a press release announcing that it completed the previously announced
acquisition and merger transaction with Koll Real Estate Services. The Company
also announced the completion of its $300 million, five-year revolving credit
facility. The press release is filed as an exhibit hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
The following is furnished as an exhibit to this report:
99 Press release dated September 2, 1997 issued by CB Commercial
Real Estate Services Group, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by the
undersigned hereunto duly authorized.
CB COMMERCIAL REAL ESTATE SERVICES
GROUP, INC.
Date: September 2, 1997 By:/s/ Walter V. Stafford
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Walter V. Stafford
Senior Executive Vice President
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EXHIBIT 99
CB COMMERCIAL REAL ESTATE SERVICES GROUP, INC. CORPORATE CONTACT
533 South Fremont Avenue Cary Brazeman
Los Angeles, CA 90071 CB Commercial
(213) 613-3123 (213) 613-3227
TRADED: NASDAQ:CBCG
FOR IMMEDIATE RELEASE
SEPTEMBER 2, 1997
CB COMMERCIAL SHAREHOLDERS APPROVE MERGER WITH
KOLL REAL ESTATE SERVICES
COMBINED COMPANY IS A GLOBAL LEADER IN DELIVERING SINGLE-SOURCE
COMMERCIAL REAL ESTATE SERVICES TO CORPORATE, INSTITUTIONAL CLIENTS
LOS ANGELES, CA (September 2, 1997) -- CB Commercial Real Estate Services Group,
Inc. (NASDAQ:CBCG) today announced the closing of the Company's merger with Koll
Real Estate Services (KRES) of Newport Beach, California. The combined company,
operating under the CB Commercial name and based in Los Angeles, is a global
leader in commercial real estate services, with market leadership positions in
commercial property sales and leasing, property management, corporate advisory
and facilities management services, mortgage banking, and capital markets and
institutional realty advisory services.
Coincident with their approval of the merger, shareholders voted to expand CB
Commercial's Board of Directors from 14 to 19, and to elect five new directors,
four of whom were associated with Koll Real Estate Services: Bradford M.
Freeman, a director of KRES and a founding partner of FS&Co.; Donald M. Koll,
chairman, CEO and founder of the Koll Company; Ricardo Koenigsberger, a partner
in Apollo Real Estate Advisors, a KRES investor; Ray Elizabeth Uttenhove, First
Vice President, CB Commercial; and Ray Wirta, formerly CEO of KRES and now
president, financial services, CB Commercial.
The merger did not include several other entities bearing the Koll name,
including Koll Construction, Koll Real Estate Group or Koll Resorts
International.
The Company also announced it closed on a $300 million, five-year revolving
credit facility, initially priced at LIBOR plus 100 basis points, from Bank of
America. The facility was used to refinance a majority of the Company's
existing debt, as well as debt assumed in connection with the KRES merger. The
Company currently has more than $100 million available for working capital and
acquisitions.
-more-
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CB Commercial News Release
September 2, 1997
Page 2
Commenting on the merger closing, CB Commercial Chairman and CEO James J. Didion
said, "This is an exciting time for CB Commercial -- our clients, shareholders
and employees. With our enhanced services portfolio and expanded market reach,
we can now deliver even more powerful single-source real estate solutions to
clients on a local and global basis."
"As a result of the merger, we'll also be able to leverage economies of scale,
focus on further developing our corporate relationships, and be even better
positioned for business opportunities arising from the increased outsourcing of
real estate services by corporations and institutions. Most important, we're
positioned to provide even higher levels of service to clients."
The Company said that virtually all merger integration planning is complete and
that the combined entity should be able to "hit the ground running" with
implementation after Labor Day.
MARKET STRENGTH OF THE COMBINED COMPANY
The "new" CB Commercial has 131 principal U.S. offices and 253 principal offices
worldwide, including offices of strategic alliance partners and company-owned
offices abroad. The Company has 6,400 employees, supported by 2,600 additional
professionals internationally. The combined entity is America's leading
brokerage services provider, having participated in over 26,000 sale and lease
assignments last year for a range of corporate, institutional and other clients,
and having completed more than $7 billion of investment property sales.
Additionally, the Company is a leader in property and corporate facilities
management, with a portfolio of approximately 280 million square feet. In the
last 18 months, the Company has originated $5 billion of commercial mortgage
loans. The Company's capital markets and institutional advisory businesses
manage approximately $6 billion of real estate assets. The combined 1996
revenues of CB Commercial and Koll Real Estate Services were $698 million.
***
CB Commercial is America's leading and largest commercial real estate services
firm and a global leader in business real estate services. With 6,400 employees
and through global strategic alliances, the Company serves real estate users,
owners and investors in over 200 cities in 35 countries. Services include
commercial property sales and leasing, property management, corporate advisory
and facilities management services, mortgage banking, realty advisory and
investment management, capital markets, appraisal services and financial
analysis, and market research. Founded in 1906, CB Commercial had 1996 revenues
of $583 million.
