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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): JANUARY 28, 1998
CB COMMERCIAL REAL ESTATE SERVICES GROUP, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-18525 52-1616016
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(STATE OR OTHER (COMMISSION FILE (IRS EMPLOYER
JURISDICTION OF NUMBER) IDENTIFICATION NO.)
INCORPORATION)
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 January 28, 1998, CB Commercial Real Estate Services Group, Inc. issued
a press release announcing that it has purchased all of its existing 4.0 million
Convertible Preferred Shares. 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 January 28, 1998 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 report to be signed on its behalf by the
undersigned thereunto duly authorized.
CB COMMERCIAL REAL ESTATE SERVICES
GROUP, INC.
Date: January 28, 1998 By: /s/ Ronald J. Platisha
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Ronald J. Platisha
Executive Vice President
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EXHIBIT 99
NEWS
CB COMMERCIAL REAL ESTATE SERVICES GROUP, INC.
533 South Fremont Avenue
Los Angeles, CA 90071
(213) 613-3123
TRADED: NYSE:CBG
AT THE COMPANY AT THE FINANCIAL RELATIONS BOARD
John Haeckel Karen Taylor Stephanie Mishra
Chief Financial Officer General Information Investor/Analyst Contact
(213) 613-3388 (310) 442-0599 (415) 986-1591
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FOR IMMEDIATE RELEASE
JANUARY 28, 1998
CB COMMERCIAL PURCHASES ALL OF ITS OUTSTANDING CONVERTIBLE PREFERRED STOCK
LOS ANGELES, CA, JANUARY 28, 1998-- CB Commercial (NYSE:CBG), the world's
leading commercial real estate services provider, today announced it has
purchased all 4.0 million of its existing Convertible Preferred Shares which,
based on the date of price agreement, could have been converted into
approximately 2.56 million Common Shares and which carried a dividend
requirement of $.25 per share per quarter. The Preferred Shares were
originally issued in 1989 in conjunction with the company's acquisition by
management.
CB Commercial Chairman and Chief Executive Officer, James J. Didion, said, "This
is a very meaningful and favorable event for CB Commercial. Through the
purchase, not only will we have simplified our capital structure, but we will no
longer incur the costs of the dividends. Additionally, with fewer shares
outstanding following the purchase, earnings per common share on a fully diluted
basis will be positively impacted."
The total cost to purchase the Preferred Shares was $77.0 million, which
included $5.0 million of accrued dividends, and was financed with a combination
of cash on hand and the company's existing credit facilities. The Preferred
Stock was purchased from Kajima U.S.A. Inc., Fukoku Mutual Life Insurance
Company, S.R.E.S.-Fifth Avenue, Inc., and Kasen Development, Inc.
FORWARD-LOOKING STATEMENTS
This release may contain forward-looking statements as well as historical
information. Forward looking statements, which are included in accordance with
the "safe harbor" provisions of the Private Securities Litigation Reform Act of
1995, may involve known and unknown risks, uncertainties and other factors that
may cause the company's
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actual results and performance in future periods to be materially different from
any future results or performance suggested by the forward-looking statements in
this release. Such forward-looking statements speak only as of the date of this
release. The company expressly disclaims any obligation to update or revise any
forward-looking statements found herein to reflect any changes in company
expectations or results or any change in events.
Founded in 1906, CB Commercial (NYSE:CBG) is the world's leading commercial
real estate services company. Headquartered in Los Angeles, 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 services and facilities management services, mortgage
banking, realty advisory and investment management, capital markets, appraisal
services, financial analysis, market research and human resources. CB
Commercial has 6,700 employees.
***
For more information on CB Commercial (via facsimile and at no cost), simply
call 1-800-PRO-INFO and dial client code "CBG." If you are calling from
outside the United States, please dial 908-544-2850.
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