SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
CB RICHARD ELLIS SERVICES, INC.
-------------------------------
(Name of Issuer)
Common Stock, $0.01 par value
-------------------------------
(Title of Class of Securities)
12489L108
-------------------------------
(CUSIP Number)
Murray A. Indick
BLUM Capital Partners, L.P.
909 Montgomery Street, Suite 400
San Francisco, CA 94133
(415) 434-1111
-------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 1, 2000
-------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
*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 disclosures provided in a prior cover page.
The information required on 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).
<PAGE>
CUSIP No. 12489L108 13D Page 2 of 12
1. NAME OR REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
RCBA STRATEGIC PARTNERS, L.P.
94-3303833
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /x/
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS*:
WC, 00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
NUMBER OF 7. SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 8,929,436 **
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON -0-
WITH
10. SHARED DISPOSITIVE POWER
8,929,436**
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,929,436**
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
40.4%**
14. TYPE OF REPORTING PERSON
PN
*See Instructions Before Filling Out!
**See Item 5 of Schedule 13D.
<PAGE>
CUSIP No. 12489L108 13D Page 3 of 12
1. NAME OR REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
RCBA GP, L.L.C.
94-3303831
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /x/
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS*:
See Item 3 of Schedule 13D.
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
NUMBER OF 7. SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 8,929,436**
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH -0-
10. SHARED DISPOSITIVE POWER
8,929,436**
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,929,436**
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
40.4%**
14. TYPE OF REPORTING PERSON
OO (Limited Liability Company)
*See Instructions Before Filling Out!
**See Item 5 of Schedule 13D.
<PAGE>
CUSIP No. 12489L108 13D Page 4 of 12
1. NAME OR REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
BLUM CAPITAL PARTNERS, L.P.
94-3205364
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /x/
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS*:
See Item 3 of Schedule 13D.
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
California
NUMBER OF 7. SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 8,929,436**
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH -0-
10. SHARED DISPOSITIVE POWER
8,929,436**
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,929,436**
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
40.4%**
14. TYPE OF REPORTING PERSON
PN, IA
*See Instructions Before Filling Out!
**See Item 5 of Schedule 13D.
<PAGE>
CUSIP No. 12489L108 13D Page 5 of 12
1. NAME OR REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
RICHARD C. BLUM & ASSOCIATES, INC.
94-2967812
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /x/
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS*:
See Item 3 of Schedule 13D.
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
CITIZENSHIP OR PLACE OF ORGANIZATION:
California
NUMBER OF 7. SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 8,929,436**
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH -0-
10. SHARED DISPOSITIVE POWER
8,929,436**
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,929,436**
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
40.4%**
14. TYPE OF REPORTING PERSON
CO
*See Instructions Before Filling Out!
**See Item 5 of Schedule 13D.
<PAGE>
CUSIP No. 12489L108 13D Page 6 of 12
1. NAME OR REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
RICHARD C. BLUM
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /x/
(b) /x/
3. SEC USE ONLY
4. SOURCE OF FUNDS*:
See Item 3 of Schedule 13D.
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
U.S.A.
NUMBER OF 7. SOLE VOTING POWER
SHARES 15,205**
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 8,929,436**
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 15,205**
10. SHARED DISPOSITIVE POWER
8,929,436**
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,944,641**
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
40.4%**
14. TYPE OF REPORTING PERSON
IN
*See Instructions Before Filling Out!
**See Item 5 of Schedule 13D.
<PAGE>
CUSIP No. 12489L108 13D Page 7 of 12
1. NAME OR REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
BLUM CB CORP.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /x/
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS*:
See Item 3 of Schedule 13D.
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware.
NUMBER OF 7. SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 8,929,436**
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH -0-
10. SHARED DISPOSITIVE POWER
8,929,436**
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,929,436**
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
40.4%**
14. TYPE OF REPORTING PERSON
CO
*See Instructions Before Filling Out!
**See Item 5 of Schedule 13D.
<PAGE>
CUSIP No. 12489L108 13D Page 8 of 12
This Amendment No. 3 amends the Statement on Schedule 13D filed
with the Securities and Exchange Commission (the "Commission") with respect
to CB Richard Ellis Services, Inc. (the "Issuer") on November 18, 1999,
Amendment No. 1 as filed with the Commission on January 13, 2000 and
Amendment No. 2 as filed with the Commission on November 13, 2000 (as
amended, the "Schedule 13D") by BLUM Capital Partners, L.P., a California
limited partnership; Richard C. Blum & Associates, Inc., a California
corporation; RCBA Strategic Partners, L.P., a Delaware limited partnership;
RCBA GP, L.L.C., a Delaware limited liability company; and Richard C. Blum.
Unless otherwise defined herein, all capitalized terms shall have the
meanings ascribed to them in the Schedule 13D.
Items 2, 4, 5 and 7 of the Schedule 13D are hereby amended and
supplemented as follows:
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended by deleting any
references in paragraphs seven and eight thereof to Jeffrey W. Ubben and
George F. Hamel, Jr. Mr. Ubben resigned each of his positions as Managing
Partner of BLUM LP, Managing Partner and Director of RCBA Inc. and Managing
Member of RCBA GP as of June 9, 2000. Mr. Hamel resigned each of his
positions as Partner of BLUM LP, Partner of RCBA Inc. and Member of RCBA GP
as of June 9, 2000.
Item 2 of the Schedule 13D is further amended by adding each of
Kevin A. Richardson, II, Jeffrey A. Cozad, and Jose S. Medeiros as a Member
of RCBA GP and a Partner of RCBA, Inc. With respect to each of Messrs.
Richardson, Cozad and Medeiros, his principal occupation is Partner of BLUM
LP and his principal business office address is 909 Montgomery Street, Suite
400, San Francisco, CA 94133. Messrs. Richardson and Cozad are U.S.
citizens. Mr. Medeiros is a citizen of Brazil.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby supplemented as follows:
By letter dated December 1, 2000 from Newco to the Board of Directors
of the Issuer (the "Proposal Extension Letter") (attached hereto as Exhibit E),
Newco extended the deadline for responding to the Proposed Transactions
described in the Proposal Letter (the "Proposal") until 5:00 p.m., California
time, on December 31, 2000, after which time, unless earlier accepted, Newco
may terminate the Proposal at any time.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended by deleting paragraphs
six and seven and replacing them with the following paragraphs:
<PAGE>
CUSIP No. 12489L108 13D Page 9 of 12
The Reporting Persons have been advised that based on the
assumption that there are 21,213,928 shares of Common Stock outstanding,
(i) Freeman, Spogli, Wardlaw, Simmons, Roth and Rullman each is deemed
to beneficially own 3,767,347 shares (17.5%) of the Common Stock, which
includes 364,884 shares of Common Stock underlying warrants which are
currently exercisable or which become exercisable within 60 days after
December 1, 2000, (ii) FSEP, FS Capital and FS Holdings each is deemed
to beneficially own 3,630,033 shares (16.8%) of the Common Stock, which
includes 351,585 shares of Common Stock underlying warrants which are
currently exercisable or which become exercisable within 60 days after
November 8, 2000, and (iii) FSEP International, FS&Co. International and
International Holdings each is deemed to beneficially own 137,314 shares
(less than 1%) of Common Stock, which includes 13,299 shares of Common
Stock underlying warrants which are currently exercisable or which
become exercisable within 60 days after November 8, 2000. The Reporting
Persons have been further advised that with respect to the shares of
Common Stock beneficially owned by the FS Parties, each FS Investor has
shared power to vote or to direct the vote of the shares beneficially
owned by such FS Investor and shared power to dispose of or to direct
the disposition of the shares beneficially owned by such FS Investor.
The Reporting Persons have been advised that Wirta beneficially
owns 647,526 shares of Common Stock, which includes (i) 35,000 shares of
Common Stock underlying stock options which are currently exercisable or
which become exercisable within 60 days after November 8, 2000, and (ii)
an option to purchase 521,590 shares of Common Stock, and warrants to
acquire 55,936 shares of Common Stock, from Koll Holding. These
holdings constitute approximately 3.0% of the Common Stock.
Item 5 of the Schedule 13D is hereby further amended by deleting
paragraph nine thereof and replacing it with the following paragraphs:
The Reporting Persons believe that there are currently 21,213,928
shares of Common Stock outstanding. The Reporting Persons have been
advised that Koll directly owns 319,983 shares of Common Stock, all
of which represent shares of Common Stock underlying options
and warrants which are currently exercisable or become exercisable
within 60 days of December 4, 2000 (the "Koll Options"). Koll Holding
directly holds 813,036 shares of Common Stock (the "Koll Holding Shares"
and, collectively with the Koll Options, the "Koll Shares"), which include
78,746 shares of Common Stock underlying stock warrants which are
currently exercisable. As described below in Item 6, Koll Holding has
granted an option and warrant to Wirta exercisable for up to 577,526
shares of the Koll Holding Shares (the "Wirta Option"). Under the option
agreement, Koll Holding presently has no right to dispose of the shares
subject to the Wirta Option, although it retains voting power over the
shares.
Koll has sole voting and investment power over the shares subject to
the Koll Options. Koll Holding is wholly owned by Koll Co., which is
wholly owned by the Koll Trust, of which Koll is the sole trustee. Except
for the aforementioned restriction on dispositive power with respect to
the shares subject to the Wirta Option, each of Koll, the Koll Trust and
Koll Co. shares the power to vote or to direct the vote of, and to dispose
or direct the disposition of, the Koll Holding Shares. As such, Koll is
deemed to beneficially own all of the Koll Shares, which total 1,133,109
shares. The Koll Trust, Koll, Co. and Koll Holding are deemed to
beneficially own the Koll Holding Shares, which total 813,036 shares.
Based on the assumption that there are 21,213,928 shares of Common Stock
outstanding, the Koll Holding Shares constitute approximately 3.7% and
the Koll Holding Shares constitute approximately 5.1% of the outstanding
Common Stock.
<PAGE>
CUSIP No. 12489L108 13D Page 10 of 12
Item 7. Material to be Filed as Exhibits
Item 7 of the Schedule 13D is hereby supplemented as follows:
E. Letter dated December 1, 2000.
<PAGE>
CUSIP No. 12489L108 13D Page 11 of 12
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: December 4, 2000
RCBA GP, L.L.C. RCBA STRATEGIC PARTNERS, L.P.
By: RCBA GP, L.L.C.
its general partner
By: /s/ Murray A. Indick By: /s/ Murray A. Indick
---------------------------- -------------------------
Murray A. Indick, Member Murray A. Indick, Member
RICHARD C. BLUM & ASSOCIATES, INC. BLUM CAPITAL PARTNERS, L.P.
By: Richard C. Blum & Associates, Inc.
its general partner
By: /s/ Murray A. Indick By: /s/ Murray A. Indick
---------------------------- -------------------------
Murray A. Indick Murray A. Indick
Partner, General Counsel Partner, General Counsel
and Secretary and Secretary
---------------------------- -------------------------
/s/ Murray A. Indick BLUM CB CORP.
----------------------------
RICHARD C. BLUM
By: Murray a. Indick, By: /s/ Murray A. Indick
Attorney-in-Fact ------------------------
Murray A. Indick
Vice President, Secretary and
Assistant Treasurer
<PAGE>
CUSIP No. 12489L108 13D Page 12 of 12
Exhibit E
BLUM CB Corp.
c/o BLUM Capital Partners, L.P.
909 Montgomery Street, Suite 400
San Francisco, California 94133
(415) 434-1111
December 1, 2000
Board of Directors
CB Richard Ellis Services, Inc.
200 North Sepulveda Boulevard
El Segundo, California 90245-4380
Attention: Stan Anderson and Paul Leach
Dear Sirs:
Reference is made to our letter to you dated November 10, 2000
containing a proposal by the undersigned (the "Proposal") to purchase all of
the common stock of CB Richard Ellis Services, Inc. not owned by the offering
group identified therein for consideration of $15.50 in cash per share (the
"Transaction") on the terms and subject to the conditions set forth therein.
We hereby extend the Proposal until 5:00 p.m., San Francisco time, on
December 31, 2000, after which time, unless earlier accepted, we reserve the
right to terminate the Proposal at any time. Other than this extension, the
terms and conditions of the Proposal remain the same. Please contact Claus
J. Moller (415-288-7262 or 212-521-4190) to respond to our offer, or if you
or your counsel require any additional information.
We look forward to discussing our offer with you as soon as
possible and entering into a definitive merger agreement and consummating the
Transaction on an expedited basis.
Sincerely yours,
BLUM CB CORP.
By: /s/ Claus J. Moller
-------------------
Name: Claus J. Moller
Title: President
