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
Kajima U.S.A. Inc. (I.R.S. Identification No.: 13-3381982)
Kajima Corporation (Please refer to Exhibit A)
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
Delaware 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 the
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
Kajima U.S.A. Inc.
By: /s/ YOSHITAKA MIZUNAKA
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Name: Yoshitaka Mizunaka
Title: Treasurer
Kajima Corporation
By: /s/ TOMOYA KAMIMURA
--------------------------------
Name: Tomoya Kamimura
Title: Executive Vice President
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CUSIP No. 12479F103 13G Page 5 of 6
EXHIBIT A
Kajima Corporation owns 100% of the outstanding shares of capital stock
of Kajima U.S.A. Inc., and as such is the beneficial owner of the Series A-1
Preferred Stock of the Issuer (formerly known as CB Commercial Real Estate
Services Group, Inc.) previously owned of record by Kajima U.S.A. Inc. and the
Common Stock into which the Series A-1 Preferred Stock may be converted. Kajima
Corporation also owns 50% of the outstanding shares of capital stock of Kasen
Development, Inc., a Japanese corporation with a principal place of business at
6-3-2 Toyo, Koto-ku, Tokyo, Japan 135. Kasen Development, Inc. owned 1,000,000
shares of Series A-3 Preferred Stock of the Issuer which are also convertible
into Common Stock of the Issuer upon the same terms and conditions as the Series
A-1 Preferred Stock. Kajima Corporation has also filed a separate amendment to
Schedule 13G jointly with Kasen Development, Inc. with respect to the Series A-3
Preferred Stock and the options owned of record by Kasen Development, Inc. on
the date hereof.
This Schedule 13G is filed on behalf of Kajima Corporation and Kajima
U.S.A. Inc. (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(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.
KAJIMA U.S.A. INC.
By: /s/ YOSHITAKA MIZUNAKA
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Name: Yoshitaka Mizunaka
Title: Treasurer
KAJIMA CORPORATION
By: /s/ TOMOYA KAMIMURA
-------------------------------
Name: Tomoya Kamimura
s Title: Executive Vice President
