SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CB Richard Ellis Services, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
12479F103
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(CUSIP Number)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
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CUSIP No. 12479F103 13G Page 2 of 6
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons (Please refer to Exhibit A)
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) X (Please refer to Exhibit A)
(b)
3) SEC Use Only
4) Citizenship or Place of Organization
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
Number 5) Sole Voting Power 0
of
Shares
Beneficially 6) Shared Voting Power 0
Owned
By
Each 7) Sole Dispositive Power 0
Reporting
Person
With 8) Shared Dispositive Power 0
9) Aggregate Amount Beneficially Owned by Each Reporting Person 0
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11) Percent of Class Represented by Amount in Row 9 0%
12) Type of Reporting Person (See Instructions) CO
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CUSIP No. 12479F103 13G Page 3 of 6
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
This statement is being filed to report the fact that the reporting
person has ceased to be the beneficial owner of more than five percent of this
class of securities.
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CUSIP No. 12479F103 13G Page 4 of 6
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, 1999
Sumitomo Real Estate Sales U.S.A. Inc.
By: /s/ KAZUO TERAKADO
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Name: Kazuo Terakado
Title: President
Sumitomo Real Estate Sales Co., Ltd.
By: /s/ MICHIAKI NAKAZAWA
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Name: Michiaki Nakazawa
Title: Senior Managing Director
Sumitomo Realty and Development Co., Ltd.
By: /s/ SHIGETO IWAI
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Name: Shigeto Iwai
Title: Senior Managing Director
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CUSIP No. 12479F103 13G Page 5 of 6
EXHIBIT A
S.R.E.S.-Fifth Avenue, Inc. owned Series A-2 Preferred Stock of the
Issuer (formerly known as CB Commercial Real Estate Services Group, Inc.) that
are convertible into the Common Stock of the Issuer. S.R.E.S.-Fifth Avenue, Inc.
was merged into Sumitomo Real Estate Sales U.S.A. Inc. on January 29, 1999.
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
previously 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 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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CUSIP No. 12479F103 13G Page 6 of 6
EXHIBIT B
AGREEMENT RE JOINT FILING
Each of the undersigned hereby agrees, as required pursuant to Rule
13d-1(k) 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.
Sumitomo Real Estate Sales U.S.A. Inc.
By: /s/ KAZUO TERAKADO
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Name: Kazuo Terakado
Title: President
Sumitomo Real Estate Sales Co., Ltd.
By: /s/ MICHIAKI NAKAZAWA
------------------------------------------------
Name: Michiaki Nakazawa
Title: Senior Managing Director
Sumitomo Realty and Development Co., Ltd.
By: /s/ SHIGETO IWAI
------------------------------------------------
Name: Shigeto Iwai
Title: Senior Managing Director
