<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1997
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
for transition period from __________________ to _________________
Commission file number: 001-12231
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
CB Commercial 401(k) Capital Accumulation Plan
------------------------------------------------------------------
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
CB Richard Ellis Services, Inc.
533 South Fremont Avenue
Los Angeles, California 90071-1712
<PAGE>
CB COMMERCIAL
-------------
401(k) CAPITAL ACCUMULATION PLAN
--------------------------------
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
--------------------------------------------------------
DECEMBER 31, 1997
-----------------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statement of Net Assets Available for Plan Benefits, with Fund Information as
of December 31, 1997
Statement of Net Assets Available for Plan Benefits, with Fund Information as
of December 31, 1996
Statement of Changes in Net Assets Available for Plan Benefits, with Fund
Information for the year ended December 31, 1997
NOTES TO FINANCIAL STATEMENTS
SUPPLEMENTAL SCHEDULES
I. Item 27a - Schedule of Assets Held for Investment Purposes as of
December 31, 1997
II. Item 27d - Schedule of Reportable Transactions for the year ended
December 31, 1997
NOTE: Schedules other than those listed above have been omitted because they
are not applicable or are not required based upon disclosure requirements
of the Employee Retirement Income Security Act of 1974 and the applicable
regulations issued by the Department of Labor.
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To the Investment Advisory Committee of
CB Commercial 401(k) Capital Accumulation Plan:
We have audited the accompanying statements of net assets available for plan
benefits, with fund information of CB COMMERCIAL 401(k) CAPITAL ACCUMULATION
PLAN (the Plan) as of December 31, 1997 and 1996, and the related statement of
changes in net assets available for plan benefits, with fund information for the
year ended December 31, 1997. These financial statements and supplemental
schedules with fund information referred to below are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements and supplemental schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits as of December
31, 1997 and 1996, and the changes in net assets available for plan benefits for
the year ended December 31, 1997, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
index to the financial statements are presented for purposes of additional
analysis and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The fund information in the statements of net assets
available for plan benefits and the statement of changes in net assets available
for plan benefits is presented for purposes of additional analysis rather than
to present the net assets available for plan benefits and changes in net assets
available for plan benefits of each fund. The supplemental schedules and fund
information have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
ARTHUR ANDERSEN LLP
Los Angeles, California
May 29, 1998
<PAGE>
CB COMMERCIAL
401(K) CAPITAL ACCUMULATION PLAN 1 of 2
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
AS OF DECEMBER 31, 1997
<TABLE>
<CAPTION>
Non-
Participant
Directed Participant Directed
------------- --------------------------------------------------------
Common
Stock Mutual Funds
---------------------------- -----------------------------------------
CB CB Equity Capital Prime
Stock Stock Income Appreciation Reserve
Fund Fund Fund Fund Fund
------------- ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C> <C>
INVESTMENTS:
Mutual Funds $ - $ - $ 51,043,258 $ 23,754,263 $ 8,836,261
Pooled Separate Account - - - - -
Common Stock - CB 22,627,890 50,817,624 - - -
Loan Receivable - - - - -
------------- ------------ ------------ ------------ -----------
Total Investments 22,627,890 50,817,624 51,043,258 23,754,263 8,836,261
------------- ------------ ------------ ------------ -----------
RECEIVABLES:
Employee contributions - 26,689 120,982 75,076 19,317
Employer contributions 2,890,000 - - - -
Loan repayments - 730 7,358 3,563 6,134
------------- ------------ ------------ ------------ -----------
Total Receivables 2,890,000 27,419 128,340 78,639 25,451
------------- ------------ ------------ ------------ -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1997 $ 25,517,890 $ 50,845,043 $ 51,171,598 $ 23,832,902 $ 8,861,712
============= ============ ============ ============ ===========
<CAPTION>
Participant Directed
----------------------------------------------------------------------
Mutual Funds
----------------------------------------------------------------------
International New Spectrum
Stock America Income Equity New Asia
Fund Growth Fund Fund Index Fund Value Fund
------------- ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
INVESTMENTS:
Mutual Funds $ 11,394,765 $ 12,044,850 $ 3,149,546 $ 6,667,927 $ 2,217,292
Pooled Separate Account - - - - -
Common Stock - CB - - - - -
Loan Receivable - - - - -
------------- ------------ ----------- ----------- -----------
Total Investments 11,394,765 12,044,850 3,149,546 6,667,927 2,217,292
------------- ------------ ----------- ----------- -----------
RECEIVABLES:
Employee contributions 55,818 76,174 20,586 42,008 18,172
Employer contributions - - - - -
Loan repayments 4,210 2,879 558 2,553 2,189
------------- ------------ ----------- ----------- -----------
Total Receivables 60,028 79,053 21,144 44,561 20,361
------------- ------------ ----------- ----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1997 $ 11,454,793 $ 12,123,903 $ 3,170,690 $ 6,712,488 $ 2,237,653
============= ============ =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
CB COMMERCIAL
401(K) CAPITAL ACCUMULATION PLAN 2 of 2
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
AS OF DECEMBER 31, 1997
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------------------
Mutual Funds
------------------------------------------------------------------
Science and Mid-Cap Spectrum Blue Chip
Technology Small-Cap Growth Growth Growth
Fund Value Fund Fund Fund Fund
----------- ------------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C>
INVESTMENTS:
Mutual Funds $ 7,322,032 $ 12,303,617 $ 2,071,809 $ 397,576 $ 2,854,453
Pooled Separate Account - - - - -
Common Stock - CB - - - - -
Loan Receivable - - - - -
----------- ------------ ----------- --------- -----------
Total Investments 7,322,032 12,303,617 2,071,809 397,576 2,854,453
----------- ------------ ----------- --------- -----------
RECEIVABLES:
Employee contributions 82,010 66,256 15,174 4,705 24,537
Employer contributions - - - - -
Loan repayments 2,546 4,009 64 132 271
----------- ------------ ----------- --------- -----------
Total Receivables 84,556 70,265 15,238 4,837 24,808
----------- ------------ ----------- --------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1997 $ 7,406,588 $ 12,373,882 $ 2,087,047 $ 402,413 $ 2,879,261
=========== ============ =========== ========= ===========
<CAPTION>
Participant Directed
----------------------------------
Pooled
Separate Account
----------------
Stable
Value Participant
Fund Loans Total
---------------- -------------- -------------
<S> <C> <C> <C>
INVESTMENTS:
Mutual Funds $ - $ - $ 144,057,649
Pooled Separate Account 14,373,593 - 14,373,593
Common Stock - CB - - 73,445,514
Loan Receivable - 2,371,802 2,371,802
---------------- -------------- -------------
Total Investments 14,373,593 2,371,802 234,248,558
---------------- -------------- -------------
RECEIVABLES:
Employee contributions 32,777 - 680,281
Employer contributions - - 2,890,000
Loan repayments 2,130 (39,326) -
---------------- -------------- -------------
Total Receivables 34,907 (39,326) 3,570,281
---------------- -------------- -------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1997 $ 14,408,500 $ 2,332,476 $ 237,818,839
================ ============== =============
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
1 of 2
CB COMMERCIAL
401(k) CAPITAL ACCUMULATION PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>
Non-
Participant
Directed Participant Directed
------------- ------------------------------------------------------------------------
Common
Stock Mutual Funds
---------------------------- ---------------------------------------------------------
CB CB Equity Capital Prime International
Stock Stock Income Appreciation Reserve Stock
Fund Fund Fund Fund Fund Fund
------------- ------------ ------------ ------------ ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENTS:
Mutual Funds $ - $ - $ 37,610,934 $ 21,428,294 $ 7,164,560 $ 11,429,227
Pooled Separate Account - - - - - -
Common Stock - CB 15,090,060 39,577,794 - - - -
Loan Receivable - - - - - -
------------- ------------ ------------ ------------ ----------- ------------
Total Investments 15,090,060 39,577,794 37,610,934 21,428,294 7,164,560 11,429,227
------------- ------------ ------------ ------------ ----------- ------------
RECEIVABLES:
Employee contributions - 18,281 133,417 90,075 29,648 53,289
Employer contributions 1,872,000 - - - - -
Loan repayments - 332 8,787 6,958 12,962 2,330
------------- ------------ ------------ ------------ ----------- ------------
Total Receivables 1,872,000 18,613 142,204 97,033 42,610 55,619
------------- ------------ ------------ ------------ ----------- ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1996 $ 16,962,060 $ 39,596,407 $ 37,753,138 $ 21,525,327 $ 7,207,170 $ 11,484,846
============= ============ ============ ============ =========== ============
<CAPTION>
Participant Directed
------------------------------------------------------
Mutual Funds
------------------------------------------------------
Spectrum New Asia
New America Income Equity Value
Growth Fund Fund Index Fund Fund
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
INVESTMENTS:
Mutual Funds $ 9,613,096 $ 2,222,423 $ 3,414,098 $ 4,914,554
Pooled Separate Account - - - -
Common Stock - CB - - - -
Loan Receivable - - - -
----------- ----------- ----------- -----------
Total Investments 9,613,096 2,222,423 3,414,098 4,914,554
----------- ----------- ----------- -----------
RECEIVABLES:
Employee contributions 76,664 14,529 33,393 21,705
Employer contributions - - - -
Loan repayments 3,073 16 733 477
----------- ----------- ----------- -----------
Total Receivables 79,737 14,545 34,126 22,182
----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1996 $ 9,692,833 $ 2,236,968 $ 3,448,224 $ 4,936,736
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
2 of 2
CB COMMERCIAL
401(k) CAPITAL ACCUMULATION PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>
Participant Directed
--------------------------------------------------------------------------------
Pooled
Mutual Funds Separate Account
--------------------------------------------------------------------------------
Science and Mid-Cap Spectrum Blue Chip Stable
Technology Small-Cap Growth Growth Growth Value
Fund Value Fund Fund Fund Fund Fund
----------- ----------- ------- -------- --------- --------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENTS:
Mutual Funds $ 5,013,391 $ 6,626,249 $ - $ - $ - $ -
Pooled Separate Account - - - - - 14,774,212
Common Stock - CB - - - - - -
Loan Receivable - - - - - -
----------- ----------- ------- -------- --------- --------------
Total Investments 5,013,391 6,626,249 - - - 14,774,212
----------- ----------- ------- -------- --------- --------------
RECEIVABLES:
Employee contributions 54,139 56,137 - - - 40,444
Employer contributions - - - - - -
Loan repayments 1,817 1,040 - - - 4,298
----------- ----------- ------- -------- --------- --------------
Total Receivables 55,956 57,177 - - - 44,742
----------- ----------- ------- -------- --------- --------------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AS OF DECEMBER 31, 1996 $ 5,069,347 $ 6,683,426 $ - $ - $ - $ 14,818,954
=========== =========== ======= ======== ========= ==============
<CAPTION>
Participant
Loans Total
----------- -------------
<S> <C> <C>
INVESTMENTS:
Mutual Funds $ - $ 109,436,826
Pooled Separate Account - 14,774,212
Common Stock - CB - 54,667,854
Loan Receivable 2,313,028 2,313,028
----------- -------------
Total Investments 2,313,028 181,191,920
----------- -------------
RECEIVABLES:
Employee contributions - 621,721
Employer contributions - 1,872,000
Loan repayments (42,823) -
----------- -------------
Total Receivables (42,823) 2,493,721
----------- -------------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AS OF DECEMBER 31, 1996 $ 2,270,205 $ 183,685,641
=========== =============
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
CB COMMERCIAL 1 of 2
401(k) CAPITAL ACCUMULATION PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Non-
Participant
Directed Participant Directed
------------- --------------------------------------------------------------
Common
Stock Mutual Funds
----------------------------- --------------------------------------------
CB CB Equity Capital Prime
Stock Stock Income Appreciation Reserve
Fund Fund Fund Fund Fund
------------- ------------ ------------- ------------ -----------
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Employee contributions $ - $ 472,069 $ 2,981,459 $ 1,879,640 $ 588,238
Employer contributions 2,919,149 - - - -
------------- ------------ ------------- ------------ -----------
Total Contributions 2,919,149 472,069 2,981,459 1,879,640 588,238
Investment Income
Interest & Dividends - 19,259 5,038,441 2,938,600 421,557
Net appreciation/(depreciation)
in fair value of investments 9,258,546 22,489,794 6,165,116 434,682 -
------------- ------------ ------------- ------------ -----------
Total investment income 9,258,546 22,509,053 11,203,557 3,373,282 421,557
------------- ------------ ------------- ------------ -----------
Total Additions 12,177,695 22,981,122 14,185,016 5,252,922 1,009,795
------------- ------------ ------------- ------------ -----------
DEDUCTIONS:
Distributions to participants (2,178,214) (4,967,596) (2,886,198) (1,268,310) (853,628)
------------- ------------ ------------- ------------ -----------
Total Deductions (2,178,214) (4,967,596) (2,886,198) (1,268,310) (853,628)
------------- ------------ ------------- ------------ -----------
NET TRANSFERS (1,443,651) (6,785,521) 2,215,039 (1,580,057) 1,349,022
LOAN REPAYMENTS - 47,772 279,280 150,560 296,002
LOANS ISSUED TO PARTICIPANTS - (27,141) (374,677) (247,540) (146,649)
------------- ------------ ------------- ------------ -----------
Net increase (decrease) 8,555,830 11,248,636 13,418,460 2,307,575 1,654,542
NET ASSETS AVAILABLE
FOR PLAN BENEFITS:
Beginning of year 16,962,060 39,596,407 37,753,138 21,525,327 7,207,170
------------- ------------ ------------- ------------ -----------
End of year $ 25,517,890 $ 50,845,043 $ 51,171,598 $ 23,832,902 $ 8,861,712
============= ============ ============= ============ ===========
<CAPTION>
Participant Directed
-----------------------------------------------------------------------------
Mutual Funds
-----------------------------------------------------------------------------
International New Spectrum
Stock America Income Equity New Asia
Fund Growth Fund Fund Index Fund Value Fund
----------- ------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Employee contributions $ 1,345,198 $ 1,579,921 $ 366,532 $ 963,076 $ 479,260
Employer contributions - - - - -
------------ ------------ ----------- ----------- ------------
Total Contributions 1,345,198 1,579,921 366,532 963,076 479,260
Investment Income
Interest & Dividends 606,651 571,535 194,210 134,860 30,058
Net appreciation/(depreciation)
in fair value of investments (333,883) 1,455,365 97,746 1,224,578 (1,389,952)
------------ ------------ ----------- ----------- ------------
Total investment income 272,768 2,026,900 291,956 1,359,438 (1,359,894)
------------ ------------ ----------- ----------- ------------
Total Additions 1,617,966 3,606,821 658,488 2,322,514 (880,634)
------------ ------------ ----------- ----------- ------------
DEDUCTIONS:
Distributions to participants (731,625) (662,688) (124,553) (390,755) (165,621)
------------ ------------ ----------- ----------- ------------
Total Deductions (731,625) (662,688) (124,553) (390,755) (165,621)
------------ ------------ ----------- ----------- ------------
NET TRANSFERS (845,392) (483,386) 409,048 1,352,560 (1,621,991)
LOAN REPAYMENTS 90,100 140,261 15,142 59,574 28,499
LOANS ISSUED TO PARTICIPANTS (161,102) (169,938) (24,403) (79,629) (59,336)
------------ ------------ ----------- ----------- ------------
Net increase (decrease) (30,053) 2,431,070 933,722 3,264,264 (2,699,083)
NET ASSETS AVAILABLE
FOR PLAN BENEFITS:
Beginning of year 11,484,846 9,692,833 2,236,968 3,448,224 4,936,736
------------ ------------ ----------- ----------- ------------
End of year $ 11,454,793 $ 12,123,903 $ 3,170,690 $ 6,712,488 $ 2,237,653
============ ============ =========== =========== ============
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
CB COMMERCIAL
401(k) CAPITAL ACCUMULATION PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Participant Directed
--------------------------------------------------------------------------------
Mutual Funds
--------------------------------------------------------------------------------
Science and Mid-Cap Spectrum Blue Chip
Technology Small-Cap Growth Growth Growth
Fund Value Fund Fund Fund Fund
------------------- ------------- ------------ ---------- -----------
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Employee contributions $ 1,475,386 $ 1,443,952 $ 189,755 $ 72,391 $ 318,671
Employer contributions - - - - -
------------- ------------ ----------- --------- -----------
Total Contributions 1,475,386 1,443,952 189,755 72,391 318,671
Investment Income
Interest & Dividends 703,040 765,084 21,277 40,843 16,660
Net appreciation/(depreciation)
in fair value of investments (677,556) 1,457,907 139,185 (12,485) 272,036
------------- ------------ ----------- --------- -----------
Total investment income 25,484 2,222,991 160,462 28,358 288,696
------------- ------------ ----------- --------- -----------
Total Additions 1,500,870 3,666,943 350,217 100,749 607,367
------------- ------------ ----------- --------- -----------
DEDUCTIONS:
Distributions to participants (383,960) (458,143) (3,328) (35,056) (8,631)
------------- ------------ ----------- --------- -----------
Total Deductions (383,960) (458,143) (3,328) (35,056) (8,631)
------------- ------------ ----------- --------- -----------
NET TRANSFERS 1,238,640 2,547,560 1,758,656 343,172 2,306,867
LOAN REPAYMENTS 80,737 72,244 8,941 3,744 17,306
LOANS ISSUED TO PARTICIPANTS (99,046) (138,148) (27,439) (10,196) (43,648)
------------- ------------ ----------- --------- -----------
Net increase (decrease) 2,337,241 5,690,456 2,087,047 402,413 2,879,261
NET ASSETS AVAILABLE
FOR PLAN BENEFITS:
Beginning of year 5,069,347 6,683,426 - - -
------------- ------------ ----------- --------- -----------
End of year $ 7,406,588 $ 12,373,882 $ 2,087,047 $ 402,413 $ 2,879,261
============= ============ =========== ========= ===========
<CAPTION>
Pooled
Separate Account
------------------
Stable
Value Participant
Fund Loans Total
------------------ --------------- -------------
<S> <C> <C> <C>
ADDITIONS:
Employee contributions $ 773,245 $ - $ 14,928,793
Employer contributions - - 2,919,149
--------------- ------------ -------------
Total Contributions 773,245 - 17,847,942
Investment Income
Interest & Dividends 889,785 198,009 12,589,869
Net appreciation/(depreciation)
in fair value of investments - - 40,581,079
--------------- ------------ -------------
Total investment income 889,785 198,009 53,170,948
--------------- ------------ -------------
Total Additions 1,663,030 198,009 71,018,890
--------------- ------------ -------------
DEDUCTIONS:
Distributions to participants (1,281,427) (485,959) (16,885,692)
--------------- ------------ -------------
Total Deductions (1,281,427) (485,959) (16,885,692)
--------------- ------------ -------------
NET TRANSFERS (760,566) - -
LOAN REPAYMENTS 131,308 (1,421,470) -
LOANS ISSUED TO PARTICIPANTS (162,799) 1,771,691 -
--------------- ------------ -------------
Net increase (decrease) (410,454) 62,271 54,133,198
NET ASSETS AVAILABLE
FOR PLAN BENEFITS:
Beginning of year 14,818,954 2,270,205 183,685,641
--------------- ------------ -------------
End of year $ 14,408,500 $ 2,332,476 $ 237,818,839
=============== ============ =============
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
CB COMMERCIAL
-------------
401(k) CAPITAL ACCUMULATION PLAN
--------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1997
-----------------
1. Description of the Plan
-----------------------
The following is a summary description of the CB Commercial 401(k) Capital
Accumulation Plan, formerly the CB Commercial Holdings, Inc. Capital
Accumulation Plan, (the "Plan"), which is sponsored by CB Commercial Real Estate
Services Group, Inc. formerly, CB Commercial Holdings, Inc. (together with its
subsidiaries, "CB" or the "Company"). Participants should refer to the Plan
document for a further description of the provisions of the Plan.
General
-------
The Plan is a defined contribution plan, which provides retirement benefits
for eligible employees of the Company who elect to participate. It became
effective on April 19, 1989, and is a spin-off from the Coldwell Banker
Real Estate Group Capital Accumulation Plan (the "Prior Plan"). The Plan
covers substantially all employees of the Company and the Investment
Advisory Committee believes it is designed to qualify under Sections 401(a)
and 401(k) of the Internal Revenue Code of 1986 (the "Code"). The Plan is
also subject to the provisions of the Employee Retirement Income Security
Act of 1974 ("ERISA") as amended.
Administration
--------------
The Plan is administered by the Investment Advisory Committee (the
"Committee" or the "Plan Administrator") appointed by the Chief Executive
Officer of the Company. The Committee has been given all powers necessary
to carry out its duties, including, but not limited to, the power to
administer and interpret the Plan, to answer all questions affecting
eligibility of participants in the Plan and to authorize disbursements for
the payment of Plan benefits.
Trustee, Custodian and Fund Manager of Investments
--------------------------------------------------
T. Rowe Price Trust Company (the "Trustee"), together with its affiliates,
serves as trustee, custodian and fund manager of the Plan investments. The
Trustee is the primary recordkeeper for the Plan, determines the value of
Plan investments, other than the value of the CB Stock Fund, and is
regularly required to provide an accounting of all receipts, disbursements
and transactions made on behalf of the Plan.
<PAGE>
Contributions
-------------
Participants in the Plan who are not highly compensated employees, as
defined in the Plan, may elect to contribute from 1 to 15 percent of
compensation before taxes through compensation deferrals. The percentage
of compensation for contributions of highly compensated employees may be
limited by the Committee and is currently limited to 5 percent of their
pretax compensation.
The Company may make discretionary matching and profit sharing
contributions to the Plan in such amounts as determined by the Board of
Directors. The Company authorized a discretionary matching contribution of
$2,890,000 for 1997. All employer contributions are invested in the CB
Stock Fund. Forfeited contributions of approximately $31,000 were used to
offset employer contributions in 1997. For 1996, the Company authorized a
discretionary matching contribution of $1,872,000, which resulted in a
contribution of 82,740 shares of CB stock based on the value of the stock
at the date of issuance, which was February 4, 1997.
Investment Selections
---------------------
Each participant may select the investment fund(s) in which employee
contributions will be invested. Participants may elect to transfer all or
a portion of their investment between investment funds. Currently, the
investment selections consist of the funds listed below, including the Mid
Cap Growth Fund, Spectrum Growth Fund and Blue Chip Growth Fund, which were
added as investment elections by amendment to the Plan during 1997.
a. CB Stock Fund (CB) - consists of investment in common stock of CB
Commercial Real Estate Services Group, Inc. Prior to November 25,
1996, CB Stock was not publicly traded. Subsequent to the
commencement of public trading of CB Stock pursuant to an initial
public offering and through May 25, 1997, sales and purchases of CB
stock by Plan participants were not permitted.
b. Equity Income Fund - managed by T. Rowe Price, consists of
investments in stocks, bonds and other cash equivalents selected with
the objective of providing reasonable growth in value.
c. Capital Appreciation Fund - managed by T. Rowe Price, consists of
investments in stocks of companies in varied industries selected with
the objective of providing growth in value through a more aggressive
investment approach than the Equity Income Fund.
d. Prime Reserve Fund - managed by T. Rowe Price, consists of
investments in commercial paper, corporate notes and other short-term
investments.
e. International Stock Fund - managed by T. Rowe Price, consists of
investments in marketable securities of non-United States issuers.
The fund seeks a total return on its assets from long term growth of
capital and income.
<PAGE>
f. New America Growth Fund - managed by T. Rowe Price, primarily
consists of investments in stocks of companies in service industries.
g. Spectrum Income Fund - managed by T. Rowe Price, consists of
investments in underlying funds which have invested in bonds, money-
market funds, stocks, international bonds, and high-yield bonds.
h. Equity Index Fund - managed by T. Rowe Price, is modeled after
the S&P 500 Index and consists of investments in companies which are
included in the S&P 500 Index.
i. New Asia Value Fund - managed by T. Rowe Price, consists of
investments in large and small capitalization companies based in Asia
(excluding Japan) and other regions of the Pacific Basin, including
Australia and New Zealand.
j. Science and Technology Fund - managed by T. Rowe Price, primarily
consists of investments in stocks of companies in the science and
electronics industries.
k. Small-Cap Value Fund - managed by T. Rowe Price, primarily
consists of investments in stocks of small companies that are believed
to be undervalued.
l. Stable Value Fund - managed by T. Rowe Price, consists of
investments in guaranteed investment contracts, bank investment
contracts, and structured investment contracts.
m. Mid-Cap Growth Fund- managed by T. Rowe Price, primarily consists
of investments in stocks of mid-capitalization companies.
n. Spectrum Growth Fund - managed by T. Rowe Price, primarily
consists of investments in funds that seek long-term capital
appreciation and growth of income by investing in funds that invest
primarily in stocks.
o. Blue Chip Growth Fund - managed by T. Rowe Price, primarily
consists of investments in stocks included in the S&P 500.
Participants' Accounts
----------------------
Each participant account is credited with an allocation of Company
contributions, investment earnings or losses and forfeitures of terminated
participants' nonvested accounts. Allocation of earnings on any of the
investment funds, except for CB funds, is based on each participant's
balance in the investment fund as compared to the total participants'
balance in such fund as of the preceding valuation date. Dividends on CB
stock are allocated based on the number of shares a participant holds.
Earnings on CB funds are invested at the designation of the Committee in
one of the investment funds listed above.
<PAGE>
Vesting
-------
Participants are, at all times, 100 percent vested in their accounts,
except for amounts contributed by the Company and earnings thereon.
Vesting in amounts contributed by the Company and related earnings is based
upon the occurrence of the earliest of the following:
a. 100 percent upon Plan termination.
b. 100 percent upon participant attaining age 65, death or
disability.
c. for participants who commenced employment prior to January 1,
1989, zero percent for less than four years of vesting service, as
defined in the Plan, 10 percent for four years of vesting service and
100 percent for five or more years of vesting service.
d. for participants who commenced employment after January 1, 1989,
zero percent for less than five years of vesting service and 100
percent for five or more years of vesting service.
Benefit Payments and Withdrawals
--------------------------------
Participants are entitled to the vested portion of their accounts upon
attaining age 65, termination of employment, disability or death. The Plan
also provides for withdrawals due to hardship from the fully vested
employee contributions, subject to certain limitations.
Loans
-----
Participants may elect to borrow funds from the vested portion of their
accounts. Such loan principal and related interest are payable by the
Participants back to their Plan accounts over a period not to exceed 36
months from the date of withdrawal. The interest rate on such loans is the
prime rate as determined by the Plan plus 2 percent.
2. Summary of Significant Accounting Policies
------------------------------------------
Basis of Accounting
-------------------
For financial reporting purposes, the financial statements have been
prepared on the accrual basis of accounting.
Investments
-----------
The valuation of investments is the responsibility of the Plan
Administrator as indicated in the Plan document. Plan investments included
in the statements of net assets available for Plan benefits, with fund
information, excluding the investment contracts included in the Stable
Value Fund, are stated at fair market value as of December 31, 1997 and
1996. The investment contracts in the Stable Value Fund are carried at
contract value which approximates market value.
<PAGE>
The value of the CB stock was $32.19 and $20.00 on December 31, 1997 and
1996, respectively, representing the latest quoted price at that date on
the stock exchange on which it trades.
Realized and unrealized appreciation (depreciation) in the fair value of
investments is based on the difference between the fair value of the assets
at the beginning of the year, or at the time of purchase for assets
purchased during the year, and the related fair value on the day
investments are sold with respect to realized appreciation (depreciation),
or on the last day of the year for unrealized appreciation (depreciation).
As of December 31, 1997 approximately 68% of the Plan's investments are
invested in T. Rowe Price managed funds.
Use of Estimates
----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts in the financial statements
during the reporting period and disclosure of contingent assets and
liabilities at the date of the financial statements. Actual results could
differ from those estimates.
3. Administrative Expenses
-----------------------
Expenses directly related to the administration of the Plan are paid out of Plan
assets. However, the Company may elect to pay for some of these expenses.
During 1997, the Company elected to pay all Plan expenses, which amounted to
approximately $81,000. These expenses are not reflected in the accompanying
financial statements.
4. Federal Income Tax Status
-------------------------
The Plan obtained its determination letter from the Internal Revenue Service on
February 19, 1998. At that time, the Plan was deemed to be designed to satisfy
the tax exempt requirements of the Internal Revenue Code. The Committee is of
the opinion that the Plan is currently designed and is being operated in
compliance with all applicable provisions of the Internal Revenue Code.
Therefore, the Committee believes that the Plan was qualified and the related
trust was tax-exempt as of the financial statement dates.
5. Plan Termination
----------------
Although it has not expressed any intent to do so, the Company has the right
under the Plan to amend the Plan or to discontinue its contributions at any time
and to terminate the Plan subject to the provisions of ERISA. Upon complete
discontinuance of the employer's contributions or Plan termination, participants
will become fully vested in their account balances.
<PAGE>
6. Reconciliation to Form 5500
---------------------------
As of December 31, 1997 and 1996, the Plan had approximately $80,000 and $1,000,
respectively of pending distributions to participants who elected to withdraw
from the Plan. These amounts are recorded as a liability in the Plan's Form
5500; however, these amounts are not recorded as a liability in the accompanying
statements of net assets available for Plan benefits, with fund information in
accordance with generally accepted accounting principles.
The following table reconciles net assets available for plan benefits per the
financial statements to the Form 5500 as filed by the Company for the years
ended December 31, 1997 and 1996:
<TABLE>
<CAPTION>
Net Assets Available for
Plan Benefits
Benefits -------------
Payable to Benefits
Participants Paid 1997 1996
------------ ------------ ---- ----
<S> <C> <C> <C> <C>
Per financial statements $ - $16,885,692 $237,818,839 $183,685,641
1997 amounts pending
distribution to
participants 80,000 80,000 (80,000) -
1996 amounts pending
distribution to
participants - (1,000) - (1,000)
--------- ----------- ------------ ------------
Per Form 5500 $ 80,000 $16,964,692 $237,738,839 $183,684,641
========= =========== ============ ============
</TABLE>
7. Schedules to Financial Statements
---------------------------------
The schedules required by Section No. 2520.103-10 of the Department of Labor's
Rules and Regulations for Reporting and Disclosure under ERISA have been
prepared reflecting assets held for investment as of December 31, 1997 and
certain transactions entered into by the Plan for the year ended December 31,
1997.
8. Subsequent Events
-----------------
On February 10, 1998, the Plan Administrator elected to change trustees from T.
Rowe Price Trust Company to The Vanguard Group. The Plan Administrator
anticipates making the change during the latter part of the 1998 plan year.
In May 1998, the Company acquired Richard Ellis, International. In connection
with the acquisition, the Company's name was changed to CB Richard Ellis.
Assets from selected participants of the Koll Company 401(K) Plus Plan will be
transferred into the Plan on July 7, 1998.
<PAGE>
SCHEDULE I
E.I.N. NO. 52-1616016
PLAN NO. 001
CB COMMERCIAL
-------------
401(k) CAPITAL ACCUMULATION PLAN
---------------------------------
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
----------------------------------------------------------
AS OF DECEMBER 31, 1997
-----------------------
<TABLE>
<CAPTION>
Identity of Issue, Borrower, Description of Investment Including Maturity Date,
Lessor or Similar Party Rate of Interest, Collateral, Par or Maturity Value Cost Fair Value
- ------------------------------ ----------------------------------------------------------- ------------ ------------
<S> <C> <C> <C>
*CB Stock Fund 2,271,439 shares of CB Common Stock, $21,475,927 $73,111,932
333,582 units of U.S. Treasury Fund 333,582 333,582
*Equity Income Fund 1,957,931 units of T. Rowe Price Equity Income Fund 36,759,084 51,043,258
*Capital Appreciation Fund 1,614,837 units of T. Rowe Price Capital Appreciation Fund 20,832,318 23,754,263
*Prime Reserve Fund 8,836,261 units of T. Rowe Price Prime Reserve Fund 8,836,261 8,836,261
*International Stock Fund 849,088 units of T. Rowe Price International Stock Fund 10,443,311 11,394,765
*New America Growth Fund 272,570 units of T. Rowe Price New America Growth Fund 9,574,644 12,044,850
*Spectrum Income Fund 270,116 units of T. Rowe Price Spectrum Income Fund 3,025,779 3,149,546
*Equity Index Fund 252,764 units of T. Rowe Price Equity Index Fund 5,154,087 6,667,927
*New Asia Value Fund 386,288 units of T. Rowe Price New Asia Fund 3,340,160 2,217,292
</TABLE>
*Party-in-interest
<PAGE>
SCHEDULE I
E.I.N. NO. 52-1616016
PLAN NO. 1
CB COMMERCIAL
-------------
401(k) CAPITAL ACCUMULATION PLAN
---------------------------------
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
----------------------------------------------------------
AS OF DECEMBER 31, 1997
-----------------------
<TABLE>
<CAPTION>
Identity of Issue, Borrower, Description of Investment Including Maturity Date,
Lessor or Similar Party Rate of Interest, Collateral, Par or Maturity Value Cost Fair Value
- --------------------------------- --------------------------------------------------------------------- ------------ ------------
<S> <C> <C> <C>
*Science and Technology Fund 268,600 units of T. Rowe Price Science and Technology Fund 8,209,476 7,322,032
*Small-Cap Value Fund 525,796 units of T. Rowe Price Small-Cap Value Fund 10,033,766 12,303,617
*Mid-Cap Growth Fund 72,441 units of T. Rowe Price Mid Cap Growth Fund 1,934,960 2,071,809
*Spectrum Growth Fund 24,958 units of T. Rowe Price Spectrum Growth Fund 420,128 397,576
*Blue Chip Growth Fund 118,099 units of T. Rowe Price Blue Chip Growth Fund 2,619,145 2,854,453
*Stable Value Fund 14,373,592 units of T. Rowe Price Bank Collective Investment Fund,
investing in contracts bearing interest of 4.77% to 9.5% with various
maturities between January 1998 and June 2018 14,373,593 14,373,593
*Participant Loans Loans Receivable with interest rates ranging from 8.00 percent to
11.00 percent for the year ended December 31, 1997 - 2,371,802
------------ ------------
Total Investments $157,366,221 $234,248,558
============ ============
</TABLE>
*Party-in-interest
<PAGE>
SCHEDULE II
E.I.N. NO. 52-1616016
PLAN NO. 001
CB COMMERCIAL
-------------
401(k) CAPITAL ACCUMULATION PLAN
--------------------------------
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
----------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1997
------------------------------------
<TABLE>
<CAPTION>
Identity of Party Purchase Selling Lease Expense Incurred Cost of
Involved Description of Assets Price Price Rental With Transaction Asset
- ------------------------- ----------------------- ---------- ----------- ------ ---------------- ----------
<S> <C> <C> <C> <C> <C> <C>
CB Commercial CB Commercial Stock $ 2,672,213 $ - N/A $ - $ 2,672,213
CB Stock Fund
CB Commercial CB Commercial Stock $ - $ (15,861,698) N/A $ - $ (4,797,669)
CB Stock Fund
T. Rowe Price Pooled Separate Account $ 5,132,384 $ - N/A $ - $ 5,132,384
Stable Value Fund
T. Rowe Price Pooled Separate Account $ - $ (5,537,974) N/A $ - $ (5,537,974)
Stable Value Fund
T. Rowe Price Mutual Funds $ 5,844,045 $ - N/A $ - $ 5,844,045
Prime Reserve Fund
T. Rowe Price Mutual Funds $ - $ (4,175,262) N/A $ - $ (4,175,262)
Prime Reserve Fund
T. Rowe Price Mutual Funds $ 11,818,542 $ - N/A $ - $ 11,818,542
Prime Reserve Fund
T. Rowe Price Mutual Funds $ - $ (4,552,920) N/A $ - $ (3,434,865)
Prime Reserve Fund
<CAPTION>
Identity of Party Current Value of Asset Net Gain
Involved Description of Assets on Transaction Date or (Loss)
- ------------------------- ----------------------- -------------------- ---------
<S> <C> <C> <C>
CB Commercial CB Commercial Stock $ 2,672,213 $ -
CB Stock Fund
CB Commercial CB Commercial Stock $ (15,861,698) $ 11,064,029
CB Stock Fund
T. Rowe Price Pooled Separate Account $ 5,132,384 $ -
Stable Value Fund
T. Rowe Price Pooled Separate Account $ (5,537,974) $ -
Stable Value Fund
T. Rowe Price Mutual Funds $ 5,844,045 $ -
Prime Reserve Fund
T. Rowe Price Mutual Funds $ (4,175,262) $ -
Prime Reserve Fund
T. Rowe Price Mutual Funds $ 11,818,542 $ -
Prime Reserve Fund
T. Rowe Price Mutual Funds $ (4,552,920) $ 1,118,055
Prime Reserve Fund
</TABLE>
<PAGE>
SIGNATURES
The Plan: Pursuant to the requirements of the Securities Exchange Act of 1934,
the plan administrator has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
CB Richard Ellis Services, Inc. as Plan
Administrator of the CB Commercial
401(K) Capital Accumulation Plan
Date: June 23, 1998 By: /s/ Debra L. Morris
-----------------------------------------
Debra L. Morris
Senior Vice President and Global Chief
Accounting Officer
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------
23 Consent of Arthur Anderson LLP
<PAGE>
EXHIBIT 23
----------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated May 29, 1998 included in this Form 11-K into the
Company's previously filed Registration Statements: Form S-8 (File No. 33-
39436), Form S-8 (File No. 333-21599).
ARTHUR ANDERSEN LLP
Los Angeles, California
June 23, 1998
