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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
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1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons (Please refer
to Exhibit A)
S.R.E.S.-Fifth Avenue, Inc. (I.R.S. Identification No.: 13-3416610)
Sumitomo Real Estate Sales U.S.A. Inc. (I.R.S. Identification No.: 51-0300162)
Sumitomo Real Estate Sales Co., Ltd.
Sumitomo Realty and Development Co., Ltd.
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
S.R.E.S.-Fifth Avenue, Inc.: Delaware corporation
Sumitomo Real Estate Sales U.S.A. Inc.: Delaware corporation
Sumitomo Real Estate Sales Co., Ltd.: Japanese corporation
Sumitomo Realty and Development Co., Ltd.: Japanese corporation
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Number (5) Sole Voting Power 784,106
of
Shares
Beneficially (6) Shared Voting Power 0
Owned
By
Each (7) Sole Dispositive Power 784,106
Reporting
Person
With (8) Shared Dispositive Power 0
9) Aggregate Amount Beneficially Owned by Each Reporting Person 784,106
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:
S.R.E.S.-Fifth Avenue, Inc.
Sumitomo Real Estate Sales U.S.A. Inc.
Sumitomo Real Estate Sales Co., Ltd.
Sumitomo Realty and Development Co., Ltd.
ITEM 2(b): Address of Principal Business Office or, if none, Residence:
S.R.E.S.-Fifth Avenue, Inc.
666 Fifth Avenue
New York, New York 10103
Sumitomo Real Estate Sales U.S.A. Inc.
666 Fifth Avenue
New York, New York 10103
Sumitomo Real Estate Sales Co., Ltd.
4-1, 2-chome
Nishi Shinjuku
Shinjuku-ku
Tokyo, Japan 163-08
Sumitomo Realty and Development Co., Ltd.
4-1, 2-chome
Nishi Shinjuku
Shinjuku-ku
Tokyo, Japan 163-08
ITEM 2(c): Citizenship:
S.R.E.S.-Fifth Avenue, Inc.: Delaware corporation
Sumitomo Real Estate Sales U.S.A. Inc.: Delaware corporation
Sumitomo Real Estate Sales Co., Ltd.: Japanese corporation
Sumitomo Realty and Development Co., Ltd.: Japanese corporation
ITEM 2(d): Title of Class of Securities:
Common Stock
ITEM 2(e): CUSIP Number:
12479F103
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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
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(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)
ITEM 4. OWNERSHIP (Please refer to Exhibit A for additional information)
(a) Amount Beneficially Owned:
784,106 shares
(b) Percent of Class:
5.6%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 784,106
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(ii) shared power to vote or to direct the vote 0
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(iii) sole power to dispose or to direct the disposition of 784,106
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(iv) shared power to dispose or to direct the disposition of 0
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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
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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
S.R.E.S.-Fifth Avenue, Inc.
By: /s/ Makoto Okuyama
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Mr. Makoto Okuyama
Secretary and Treasurer
Sumitomo Real Estate Sales U.S.A. Inc.
By: /s/ Tetsuya Fujita
---------------------------
Mr. Tetsuya Fujita
Secretary
Sumitomo Real Estate Sales Co., Ltd.
By: /s/ Michiaki Nakazawa
---------------------------
Mr. Michiaki Nakazawa
Senior Managing Director
Sumitomo Realty and Development Co., Ltd.
By: /s/ Sigeto Iwai
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Mr. Sigeto Iwai
Senior Managing Director
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EXHIBIT A
S.R.E.S.-Fifth Avenue, Inc. 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. S.R.E.S.-Fifth Avenue, 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 ,
S.R.E.S.-Fifth Avenue, Inc., dated November 12, 1996, restricting S.R.E.S.-Fifth
Avenue, Inc.'s ability to sell its Series A-2 Preferred Stock or Common Stock
for a period of 180 days.
Sumitomo Real Estate Sales U.S.A. Inc. owns 100% of the
outstanding shares of capital stock of S.R.E.S.-Fifth Avenue, Inc., Sumitomo
Real Estate Sales Co., Ltd. owns 100% of the outstanding shares of capital stock
of Sumitomo Real Estate Sales U.S.A. Inc., and Sumitomo Realty and Development
Co., Ltd. owns 90.04% of the outstanding shares of capital stock of Sumitomo
Real Estate Sales Co., Ltd. As such, each of Sumitomo Real Estate Sales U.S.A.
Inc., Sumitomo Real Estate Sales Co., Ltd. and Sumitomo Realty and Development
Co., Ltd. is a beneficial owner of the Series A-2 Preferred Stock owned of
record by S.R.E.S.-Fifth Avenue, Inc. and the Common Stock into which the
Series A-2 Preferred Stock may be converted.
This Schedule 13G is filed on behalf of S.R.E.S-Fifth Avenue,
Inc., Sumitomo Real Estate Sales U.S.A. Inc., Sumitomo Real Estate Sales Co.,
Ltd., and Sumitomo Realty and Development Co., Ltd. (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.
S.R.E.S.-Fifth Avenue, Inc.
By: /s/ Makoto Okuyama
-----------------------------
Mr. Makoto Okuyama
Secretary and Treasurer
Sumitomo Real Estate Sales U.S.A. Inc.
By: /s/ Tetsuya Fujita
-----------------------------
Mr. Tetsuya Fujita
Secretary
Sumitomo Real Estate Sales Co., Ltd.
By: /s/ Michiaki Nakazawa
-----------------------------
Mr. Michiaki Nakazawa
Senior Managing Director
Sumitomo Realty and Development Co., Ltd.
By: /s/ Shigeto Iwai
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Mr. Shigeto Iwai
Senior Managing Director
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