SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CB RICHARD ELLIS SERVICES, INC.
----------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value
----------------------------------------
(Title of Class of Securities)
12489L108
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(CUSIP Number)
Raymond E. Wirta
200 North Sepulveda Boulevard
El Segundo, California 90245-4380
(310) 563-8600
----------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
With a copy to:
Gary J. Singer, Esq.
O'Melveny & Myers LLP
610 Newport Center Drive
Suite 1700
Newport Beach, California 92660
November 10, 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 49
1. NAME OR REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES
ONLY)
RAYMOND E. WIRTA
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [X]
GROUP (b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*:
OO (See Item 3)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
United States
NUMBER OF 7. SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 8,564,419 (See Item 5)
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH -0-
10. SHARED DISPOSITIVE POWER
8,564,419 (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
8,564,419 (See Item 5)
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% (See Item 5)
14. TYPE OF REPORTING PERSON
IN
*See Instructions Before Filling Out!
<PAGE>
CUSIP No. 12489L108 13D Page 3 of 49
Item 1. Security And Issuer
This statement relates to the Common Stock, $.01 par value
(the "Common Stock"), of CB Richard Ellis Services, Inc., a
Delaware corporation (the "Issuer"), having its principal
executive offices at 200 North Sepulveda Boulevard, Suite 300,
El Segundo, California 90245.
Item 2. Identity And Background.
This Statement on Schedule 13D is being filed on behalf of
Raymond E. Wirta ("Reporting Person"). The Reporting Person is
a United States citizen whose principal occupation is Chief
Executive Officer and a Director of the Issuer. His business
address is CB Richard Ellis Services, Inc., 200 North
Sepulveda Boulevard, El Segundo, California 90245-4380.
The Reporting Person has not, during the past five years,
been convicted of any criminal proceeding (excluding traffic
violations or similar misdemeanors), nor been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
As described in Items 3 and 4 below, BLUM CB Corp., a
Delaware corporation ("Newco"), submitted a merger proposal
to the Issuer pursuant to which it would, subject to the
conditions set forth in such proposal, merge into the Issuer
and the holders of the Common Stock (other than certain
holders described in Item 4 below) would receive
consideration of $15.50 per share in cash in exchange for
their shares of Common Stock. As further described in Items
3 and 4 below, the Reporting Person, RCBA Strategic
Partners, L.P., a Delaware limited partnership ("Strategic"),
FS Equity Partners III, L.P., a Delaware limited partnership
("FSEP III"), FS Equity Partners International, L.P.
("FSEP International"), The Koll Holding Company, a
California corporation ("Koll Holding"), W. Brett White
("White") and Frederic V. Malek ("Malek") have entered
into a letter agreement, dated as of November 10, 2000 (such
letter, the "Letter Agreement") (attached hereto as Exhibit
1), pursuant to which, among other things, the parties to
the Letter Agreement other than Strategic have agreed to
certain terms with respect to their ability to vote or
to dispose of the shares of Common Stock beneficially owned
by them. As a result of the Letter Agreement, the Reporting
Person, together with Newco, BLUM Capital Partners, L.P., a
California limited partnership ("BLUM LP"), Richard C. Blum
& Associates, Inc., a California corporation ("RCBA Inc."),
RCBA GP, L.L.C., a Delaware limited liability company ("RCBA
GP"), Richard C. Blum, the Chairman and a substantial
shareholder of RCBA Inc. and a managing member of RCBA GP
(collectively with BLUM LP, RCBA Inc., Strategic, RCBA GP
and Newco, the "BLUM Parties"), FSEP III, FS Capital
Partners, L.P., a California limited partnership ("FS
Capital"), FS Holdings, Inc., a California corporation ("FS
Holdings"), FSEP International, FS&Co. International, L.P.,
a Cayman Islands exempted limited partnership ("FS&Co.
International"), FS International Holdings Limited, a Cayman
Islands exempted company limited by shares ("International
Holdings"), Bradford M. Freeman ("Freeman"), Ronald P.
Spogli ("Spogli"), William M. Wardlaw ("Wardlaw"), J.
Frederick Simmons ("Simmons"), John M. Roth ("Roth"),
Charles P. Rullman, Jr. ("Rullman," and together with FSEP
III, FS Capital, FS Holdings, FSEP International, FS&Co.
International, International
<PAGE>
CUSIP No. 12489L108 13D Page 4 of 49
Holdings, Freeman, Spogli, Wardlaw, Simmons and Roth, the "FS
Parties"), White, Malek, Koll Holding, Donald M. Koll ("Koll"),
the Donald M. Koll Separate Property Trust u/d/t April 8, 1999
("Koll Trust"), The Koll Company ("Koll Co.", and together
with Koll, Koll Holding, Koll Trust, White and Malek, the
"Other Parties") may be deemed to constitute a group within
the meaning of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended (together with the rules and
regulations promulgated by the Securities and Exchange
Commission thereunder, the "Exchange Act").
The Reporting Person has been advised by the BLUM Parties
of the following information with respect to the BLUM Parties
as set forth below:
Newco is a Delaware corporation newly formed by Strategic.
The principal business of Newco is to engage in the Proposed
Transaction described in Items 3 and 4 below. The principal
business office address of Newco is 909 Montgomery Street,
Suite 400, San Francisco, California 94133.
Strategic is a Delaware limited partnership whose principal
business is investing in securities and whose principal office
is 909 Montgomery Street, Suite 400, San Francisco, California
94133.
RCBA GP is a Delaware limited liability company whose
principal business is acting as the sole general partner of
Strategic. The principal business office address of RCBA GP
is 909 Montgomery Street, Suite 400, San Francisco, California
94133. The names of the managing members and members of RCBA
GP, their addresses, citizenship and principal occupations are
as follows:
<TABLE>
<CAPTION>
Principal
Name and Occupation
Office Held Business Address Citizenship or Employment
---------------------------------------------------------------------------
<S> <C> <C> <C>
Richard C. Blum 909 Montgomery Street USA President and
Managing Member Suite 400 Chairman, BLUM LP
San Francisco, CA 94133
Nils Colin Lind 909 Montgomery Street Norway Managing Partner,
Managing Member Suite 400 BLUM LP
San Francisco, CA 94133
Jeffrey W. Ubben 909 Montgomery Street USA Managing Partner,
Managing Member Suite 400 BLUM LP
San Francisco, CA 94133
George F. Hamel, Jr. 909 Montgomery Street USA Partner, BLUM LP
Member Suite 400
San Francisco,
CA 94133
Marc T. Scholvinck 909 Montgomery Street USA Partner and Chief
Member Suite 400 Financial Officer
San Francisco, BLUM LP
CA 94133
<PAGE>
CUSIP No. 12489L108 13D Page 5 of 49
Murray A. Indick 909 Montgomery Street USA Partner and General
Member Suite 400 Counsel, BLUM LP
San Francisco, CA 94133
John C. Walker 909 Montgomery Street USA Partner, BLUM LP
Member Suite 400
San Francisco, CA 94133
</TABLE>
BLUM LP is a California limited partnership whose principal
business is acting as general partner for investment partnerships
and providing investment advisory services. BLUM LP is a registered
investment adviser with the Securities and Exchange Commission.
The sole general partner of BLUM LP is RCBA Inc. The principal
business office address of BLUM LP and RCBA Inc. is 909 Montgomery
Street, Suite 400, San Francisco, California 94133. The names of
the executive officers and directors of RCBA Inc., their addresses,
citizenship and principal occupations are as follows:
<TABLE>
<CAPTION>
Principal
Name and Occupation
Office Held Business Address Citizenship or Employment
---------------------------------------------------------------------------
<S> <C> <C> <C>
Richard C. Blum 909 Montgomery Street USA President and
President, Suite 400 Chairman,
Chairman and San Francisco, CA 94133 BLUM LP
Director
Nils Colin Lind 909 Montgomery Street Norway Managing Partner,
Managing Partner Suite 400 BLUM LP
and Director San Francisco, CA 94133
Jeffrey W. Ubben 909 Montgomery Street USA Managing Partner,
Managing Partner Suite 400 BLUM LP
and Director San Francisco, CA 94133
Claus J. Moller 909 Montgomery Street Denmark Managing Partner,
Managing Partner San Francisco, CA 94133 BLUM LP
and Director
George F. Hamel, Jr. 909 Montgomery Street USA Partner, BLUM LP
Partner Suite 400
San Francisco, CA 94133
Marc T. Scholvinck 909 Montgomery Street USA Partner and Chief
Partner, Chief Suite 400 Financial Officer,
Financial Officer, San Francisco, CA 94133 BLUM LP
Assistant Secretary
and Director
CUSIP No. 12489L108 13D Page 6 of 49
Murray A. Indick 909 Montgomery Street USA Partner and General
Partner, General Suite 400 Counsel, BLUM LP
Counsel and San Francisco, CA 94133
Secretary
John C. Walker 909 Montgomery Street USA Partner, BLUM LP
Partner Suite 400
San Francisco, CA 94133
Kevin A. Richardson 909 Montgomery Street USA Partner, BLUM LP
Partner Suite 400
San Francisco, CA 94133
</TABLE>
The Reporting Person has been advised by the FS Parties of the
following information with respect to the FS Parties as set forth
below:
FS Holdings is the general partner of FS Capital, which is
the general partner of FSEP III. International Holdings is the
general partner of FS&Co. International, which is the general
partner of FSEP International.
FSEP III, FS Capital and FS Holdings each has its principal
business address and its principal office at 11100 Santa Monica
Boulevard, Suite 1900, Los Angeles, California 90025. FSEP III
was formed to make private equity investments. FS Capital and FS
Holdings were each formed to organize and manage the transactions
in which FSEP III is the principal investor.
FSEP International, FS&Co. International and International
Holdings each has its principal business address and its principal
office at c/o Paget-Brown & Company, Ltd., West Winds Building,
Third Floor, P.O. Box 1111, Grand Cayman, Cayman Islands, B.W.I.
FSEP International was formed to make private equity investments.
FS&Co. International and International Holdings were each formed
to organize and manage the transactions in which FSEP International
is the principal investor.
Freeman, Spogli, Wardlaw, Simmons, Roth and Rullman are the
directors, executive officers and sole shareholders of FS Holdings
and International Holdings. The principal occupation of each
of Freeman, Spogli, Wardlaw, Simmons, Roth and Rullman is to serve
as the directors and executive officers of Freeman Spogli & Co.
Incorporated, a Delaware corporation formed to make private equity
investments ("FS&Co."). Each of Freeman, Spogli, Wardlaw, Simmons
and Rullman has his principal business address and his principal
office at 11100 Santa Monica Boulevard, Suite 1900, Los Angeles,
California 90025. Roth has his principal business address and his
principal office at 599 Lexington Avenue, 18th Floor, New York,
New York 10022.
CUSIP No. 12489L108 13D Page 7 of 49
The Reporting Person has been advised by the Other
Parties of the following information with respect to the
Other Parties as set forth below:
Koll Holding is wholly-owned by Koll Co., which is
wholly owned by the Koll Trust. Koll is the sole trustee of
the Koll Trust. Koll is a United States citizen and a
Director of the Issuer. Koll Co. is a diversified real estate
services firm. Koll Holding was formed to acquire and hold
equity in Koll Real Estate Services, which was acquired by
the Issuer on August 28, 1997 (as further described in Item
4 hereto). The principal office and business address of Koll
Holding, Koll Co. and Koll is 4343 Von Karman Avenue, Newport
Beach, California 92660.
White is a United States citizen whose principal
occupation is Chief Operating Officer and a Director of the
Issuer. His business address is CB Richard Ellis Services,
Inc., 200 North Sepulveda Boulevard, El Segundo, California
90245-4380.
Malek is a United States citizen and a Director of the
Issuer. His principal business occupation is Chairman of
Thayer Capital Partners. His business address is Thayer
Capital Partners, 1455 Pennsylvania Avenue, N.W., Suite 350,
Washington DC 20004.
The BLUM Parties, the FS Parties and the Other Parties
have advised the Reporting Person that, during the last five
years, to the best knowledge of the BLUM Parties, the FS
Parties and the Other Parties, respectively, none of the
BLUM Parties, the FS Parties or the Other Parties has been
(i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) a party to any
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order
enjoining any future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Proposed Transaction (as defined in Item 4 below)
would be funded through a combination of equity and debt
financing. Pursuant to, and subject to the terms and
conditions of, the Letter Agreement, the Reporting Person
will contribute to Newco all of the Common Stock
beneficially owned by him and Strategic and/or its
affiliates are prepared to provide up to approximately
$118.1 million of equity to Newco for the Proposed
Transaction. In addition, Newco has had discussions with
Credit Suisse First Boston to provide debt financing to
consummate the Proposed Transaction; however, Newco has not
yet entered into a commitment letter with respect to the
debt financing for the Proposed Transaction, and there is no
assurance that one will be successfully obtained. In
addition, the proposed financing of the Proposed Transaction
may change based on availability of such financing and other
facts and circumstances with respect to such Proposed
Transaction or financing.
The Reporting Person has not contributed any funds or
other consideration toward the purchase of the shares of
Issuer Common Stock that may be deemed to be beneficially
owned by the BLUM Parties, the FS Parties or the Other
Parties as described in Item 5.
The transactions contemplated by the Letter Agreement
are subject to a number of terms and conditions set forth
therein, including, among others, the approval of the
Issuer's Board of
CUSIP No. 12489L108 13D Page 8 of 49
Directors, the execution of mutually acceptable documentation
and the satisfaction of the conditions set forth in the Proposal
Letter (as defined in Item 4 below). The information set forth
in response to this Item 3 is qualified in its entirety by
reference to the Letter Agreement (attached hereto as Exhibit 1),
which is expressly incorporated herein by reference.
Item 4. Purpose of Transaction.
As described in a letter, dated November 10, 2000, from
Newco to the Issuer (the "Proposal Letter") (attached hereto
as Exhibit 2), Newco has made a proposal with respect to a
transaction in which Newco would merge with and into the Issuer
the "Proposed Transaction"). Pursuant to the terms of the
Proposed Transaction, among other things, (i) each of the
Reporting Person, Strategic, FSEP III, FSEP International
and the Other Parties will contribute all of the shares of
Common Stock beneficially owned by such person to Newco in
exchange for newly-issued shares of Newco, and (ii)
immediately following completion of the foregoing contributions,
Newco will be merged into the Issuer. Pursuant to the merger,
all shares of the Common Stock (other than the shares held by
Newco) will be converted into the right to receive consideration
of $15.50 per share, all shares of Common Stock held by Newco
will be cancelled and all shares of common stock of Newco will
be converted into shares of the Common Stock. In connection
with the Proposed Transaction, the Common Stock would be delisted
from the New York Stock Exchange. The Reporting Person and the
other parties herein mentioned currently do not intend to
deregister the Common Stock under the Exchange Act but may
do so in the future, to the extent permitted under the
Exchange Act.
Annex B of the Letter Agreement provides that the Board
of Directors of the Issuer after consummation of the
Proposed Transaction will consist of six directors,
including three directors designated by Strategic, one
director designated by the FS Parties, and White and the
Reporting Person (each for so long as he remains an employee
of the Issuer). In addition, Strategic will be entitled to
designate one additional director at any time.
The Proposal Letter provides that the Proposed
Transaction would be subject to a number of conditions,
including, among others, (i) approval by the Issuer's Board
of Directors and stockholders pursuant to the requirements
of Delaware law and the rules of the New York Stock
Exchange, (ii) receipt of any material governmental and
third party approvals (including expiration of all
applicable waiting periods under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended), (iii)
receipt of consents from the holders of a majority of the
Issuer's outstanding 8-7/8% Senior Subordinated Notes due
2006, (iv) completion of the financing arrangements
necessary to consummate the Proposed Transactions, (v)
completion of confirmatory due diligence and (vi) the
negotiation and execution of definitive agreements providing
for the Proposed Transactions and the transactions described
in the Letter Agreement and the satisfaction of the
conditions set forth therein, including a mutually
satisfactory definitive merger agreement which would contain
customary covenants, representations, warranties, conditions
and other provisions normal to such agreements.
Newco's proposal contained in the Proposal Letter
expires by its terms at 5:00 p.m. Pacific Standard Time on
December 1, 2000. All decisions regarding the Proposed
Transaction will be made by the BLUM Parties. The Reporting
Person expects to evaluate on an ongoing basis the Issuer's
financial condition, business, operations and prospects,
market price of the
CUSIP No. 12489L108 13D Page 9 of 49
Common Stock, conditions in securities markets generally,
general economic and industry conditions and other factors.
Accordingly, the Reporting Person reserves the right to change
his plans and intentions at any time, as he deems appropriate.
In particular, the Reporting Person may at any time and from
time to time acquire shares of Common Stock or securities
convertible or exchangeable for Common Stock or dispose of shares
of Common Stock. Any such transactions may be effected at any time
and from time to time subject to any applicable limitations of the
Securities Act of 1933, as amended, and the Exchange Act.
The Reporting Person originally acquired 70,000 shares
and options in his capacity as an officer and director of
the Issuer. As described below in Items 5 and 6, the
Reporting Person additionally acquired beneficial ownership
over 577,526 shares of the Common Stock pursuant to an option
and warrant granted by Koll Holding.
The Reporting Person has been advised that the BLUM
Parties originally acquired the shares of Common Stock
beneficially owned by them through open market purchases of
the Common Stock.
Blum serves on the Issuer's Board of Directors.
The Reporting Person has been advised that each of the
FS Parties originally acquired the shares of Common Stock
beneficially owned by them pursuant to the terms and
conditions of an Agreement and Plan of Reorganization, dated
as of May 14, 1997 (the "Merger Agreement") by and among the
Issuer, CBC Acquisition Corporation ("Acquisition Corp."),
Koll Real Estate Services ("KRES"), FSEP III, FSEP
International, AP KMS Partners, L.P., AP KMS II, LLC, Koll
Holding, Koll, William S. Rothe and the Reporting Person.
On August 28, 1997, Acquisition Corp. was merged with and
into KRES (the "Merger") and KRES became a wholly-owned
subsidiary of the Issuer. In the Merger, FSEP III received
3,278,448 shares of Common Stock and warrants to acquire
351,585 shares of Common Stock (the "FSEP III Warrant") and
FSEP International received 124,015 shares of Common Stock
and warrants to acquire 13,299 shares of Common Stock (the
"FSEP International Warrant", and collectively with the FSEP
Warrant, the "FS Warrants").
The Letter Agreement provides, among other things, that
upon completion of the Proposed Transaction, the FS Warrants
will be cancelled and the Issuer will issue a new warrant to
each of FSEP III and FSEP International, which warrants will
expire on August 27, 2007 and, collectively, be exercisable
for a number of shares of Common Stock equal to the number
that represents the same percentage of the total outstanding
shares of Common Stock immediately after the consummation of
the Proposed Transaction as the FS Warrants were entitled to
immediately prior to the consummation of the Proposed
Transaction.
Freeman serves on the Issuer's Board of Directors.
The Reporting Person has been advised that the Other Parties
originally acquired the shares of Common Stock beneficially owned
by them as follows. Koll Holding originally acquired 734,290 shares
of the Common Stock and warrants to acquire 78,746 shares of the
Common Stock pursuant to the terms and conditions of the Merger
Agreement. In addition, Koll received an option to purchase
250,000 shares of Common Stock under the Merger Agreement, and
options to purchase 69,850 shares in his capacity as a director
and officer of the Issuer. White acquired beneficial ownership
over 125,200 shares of the Common Stock in his capacity as an
officer and director of the Issuer. Malek received the shares
beneficially owned by him as an investor in the Issuer, in
subsequent purchases, and in his capacity as a director of
the Issuer.
Koll, Malek and White serve on the Issuer's Board of
Directors.
Other than as described above in Item 3 and this Item
4, the Reporting Person has not, and the Reporting Person
has been advised by the BLUM Parties, the FS Parties and the
Other Parties that none of the BLUM Parties, the FS Parties
or the Other Parties, respectively, have, any plans or
proposals which relate to or would result in any of the
matters described in
CUSIP No. 12489L108 13D Page 10 of 49
subparagraphs (a) through (j) of Item 4 of Schedule 13D
(although they reserve the right to develop such plans).
The information set forth in response to this Item 4 is
qualified in its entirety by reference to the Letter
Agreement (attached hereto as Exhibit 1) and the Proposal
Letter (attached hereto as Exhibit 2), each of which is
expressly incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
(a), (b) The Reporting Person believes that there are
currently 21,213,928 shares of Common Stock outstanding.
The Reporting Person currently owns 70,000 shares of Common
Stock which includes 35,000 shares of Common Stock
underlying stock options which are currently exercisable or
which become exercisable within 60 days after November 10,
2000. Except as disclosed herein, the Reporting person has
the sole power to vote or direct the vote, and to dispose or
direct the disposition of the aforementioned shares. In
addition, as described below in Item 6, the Reporting Person
holds an immediately-exercisable option to purchase 521,590
shares of Common Stock, and warrants to acquire 55,936 shares
of Common Stock, from Koll Holding (the "Option Shares").
Under the Option Agreement, Koll Holding has relinquished its
power to dispose of the Option Shares, and except as disclosed
herein, the Reporting Person has the sole power to dispose or
direct the disposition of the Option Shares upon exercise of
the Option and warrant. As such, the Reporting Person is
deemed to beneficially own 647,526 shares of Common Stock,
which constitute approximately 3.1% of the Common Stock.
Except as disclosed herein, Koll Holding retains all voting
rights with respect to the Option Shares prior to exercise of
the Option or Warrant.
As a result of the matters described in Items 2, 3 and
4 above, the Reporting Person together with the BLUM
Parties, the FS Parties and the Other Parties may be deemed
to constitute a group within the meaning of Section 13(d)(3)
of the Exchange Act and the Reporting Person may be deemed
to have acquired beneficial ownership of the shares of
Common Stock owned or deemed to be beneficially owned by the
BLUM Parties, the FS Parties and the Other Parties.
The Reporting Person has been advised that based on the
assumption that there are 21,213,928 shares of Common Stock
outstanding, (i) Strategic reports direct holdings of
2,345,900 shares of the Common Stock (11.1%), and (ii) BLUM
LP and RCBA Inc. report holdings of 1,077,986 shares of the
Common Stock (5.1%) owned directly by BLUM LP or the limited
partnerships for which BLUM LP serves as the general partner
and BLUM LP's investment advisory accounts.
As a result of the matters described in Items 2, 3 and
4 above, Newco, which was formed by Strategic, may be deemed
to have acquired beneficial ownership of the shares of
Common Stock owned or deemed to be owned by the Reporting
Person.
The Reporting Person has been advised that based on the
assumption that there are 21,213,928 shares of Common Stock
outstanding, (i) FSEP III, FS Capital and FS Holdings each
is deemed to beneficially own 3,278,448 shares (15.5%) of
the Common Stock, (ii) FSEP International, FS&Co.
International and International Holdings each is deemed to
beneficially own 124,015 shares (less than 1%) of Common
Stock and (iii) Freeman, Spogli, Wardlaw, Simmons, Roth and
Rullman each is deemed to beneficially own 3,402,463 shares
(16.0%) of the Common Stock. The Reporting Person has been
further advised that, as directors, executive officers and
shareholders of FS Holdings and International Holdings,
Freeman, Spogli, Wardlaw, Simmons, Roth and Rullman may be
deemed to be the beneficial owners of the securities
beneficially owned by FS Holdings and International
Holdings.
CUSIP No. 12489L108 13D Page 11 of 49
The Reporting Person has been advised that Koll Holding
owns 1,132,886 shares of the Common Stock (the "Koll
Shares"), which include 398,596 shares of Common Stock
underlying stock options and warrants which are currently
exercisable or will become exercisable within 60 days after
November 10, 2000. As described below in Item 6, Koll
Holding has granted an option and warrant to the Reporting
Person exercisable for up to 577,526 shares of the Koll
Shares. Under the option agreement, Koll Holding presently
has no right to dispose of the shares subject to the option,
although it retains voting power over the shares. Koll
Holding is wholly owned by Koll Co., which is wholly owned
by the Koll Trust, of which Koll is the sole trustee. As
such, each of Koll, Koll Holding, Koll Co. and Koll Trust is
deemed to beneficially own all of the Koll Shares. Based on
the assumption that there are 21,213,928 shares of Common
Stock outstanding, these holdings constitute approximately
5.3% of the Common Stock.
The Reporting Person has been advised that White
beneficially owns 125,200 shares of Common Stock which
includes 66,600 shares of Common Stock underlying stock
options which are currently exercisable or which become
exercisable within 60 days after November 10, 2000. These
holdings constitute less than one percent of the Common
Stock.
The Reporting Person has been advised that Malek
beneficially owns 409,984 shares of Common Stock which
includes 12,110 shares of Common Stock underlying stock
options which are currently exercisable or which become
exercisable within 60 days after November 8, 2000. These
holdings constitute approximately 1.9% percent of the Common
Stock.
The Reporting Person has been advised that, except as
disclosed in this Schedule 13D, each of the Other Parties
as sole power (and does not share any power) to vote or
direct the vote of all shares of Common Stock beneficially
owned by him or it and has sole power (and does not share
any power) to dispose or to direct the disposition all shares
of Common Stock beneficially owned by him or it.
Other than as set forth above, the Reporting Person has
been advised by the BLUM Parties, FS Parties and the Other
Parties that, as of November 8, 2000, none of the BLUM
Parties, the FS Parties or the Other Parties, respectively,
beneficially owns any shares of any class of capital stock
of the Issuer.
(c) The Reporting Person has not effected any
transactions in any shares of Common Stock during the 60-day
period ended November 9, 2000 except as disclosed in this
Schedule 13D.
The Reporting Person has been advised by the Blum
Parties, the FS Parties and the Other Parties that none of
the Blum Parties, the FS Parties or the Other Parties,
respectively, has effected any transactions in any shares of
Common Stock during the 60-day period ended November 10,
2000, except as disclosed in this Schedule 13D.
(d) No one other than the Reporting Person has the
right to receive, or the power to direct the receipt of,
dividends from, or the proceeds from the sale of, any of the
securities of the Issuer acquired by the Reporting Person as
described in Item 5. The Reporting Person has been advised
that no person other than the BLUM Parties, the FS Parties
and the Other Parties has the right to receive or the power
to direct the receipt of dividends from, or the proceeds
from the sale
CUSIP No. 12489L108 13D Page 12 of 49
of, the shares of Common Stock beneficially owned by the BLUM
Parties, the FS Parties or the Other Parties, respectively,
as described above.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the
Issuer.
On August 27, 1997, in connection with the merger of
KRES into a wholly-owned subsidiary of the Issuer in
exchange for shares of the Common Stock and warrants to
acquire additional shares of the Common Stock (as described
above in Item 4), Koll Co., Koll Holding and KRES entered
into an Amended and Restated Option Agreement ("Option
Agreement") with the Reporting Person (attached hereto as
Exhibit 3), pursuant to which an option previously granted
to the Reporting Person to purchase 672,000 shares of KRES
common stock was converted into (i) an immediately-
exercisable option ("Option") to purchase up to 521,590
shares of the Common Stock from Koll Holding at an exercise
price of $5.84 and (ii) the right to obtain in connection
with each exercise of such Option .1072413 warrants per
share of Common Stock rounded to the nearest warrant, for a
maximum of 55,936 shares of the Common Stock. The exercise
period for the Option and warrants currently extends to May
30, 2004. Under the Option Agreement, Koll Holding may not
sell any shares of the Common Stock or exercise or transfer
any warrants to acquire the Common Stock if as a result of
such sale, exercise or transfer Koll Holding will not
retain a sufficient number of shares of Common Stock and
warrants to permit the Reporting Person to exercise his
rights in full under the Option Agreement. Koll Holding
retains sole voting power over the shares prior to exercise
of the Option and warrant.
As described in Item 3 of this Schedule 13D, the Letter
Agreement (attached hereto as Exhibit 1) sets forth certain
understandings among the Reporting Person, Strategic, FSEP
III, FSEP International and the Other Parties with respect
to the Proposed Transaction including, among other things,
the negotiation of the Proposed Transaction, the
contribution of equity, a stockholders agreement, agreements
with management and employees, exclusivity and voting and
fees and expenses. The consummation of the equity
contributions and the entering into of a stockholders
agreement and the agreements with management and employees
are conditioned upon the prior negotiation and execution of
a definitive merger agreement for the Proposed Transaction
and other definitive documentation.
Annex B to the Letter Agreement sets forth the
understandings between such persons with respect to their
ownership of Common Stock in the event that the Proposed
Transaction is consummated, including without limitation as
to restrictions on transfer, co-sale/tag along rights, right
of first offer, preemptive rights, sale of Issuer, an
initial public offering of the Issuer, registration rights,
voting, representation on the Issuer's Board of Directors,
advisory assistance, general consent rights, consent rights
of FSEP III and FSEP International, information and
inspection rights and indemnification.
As described in Item 4 of this Schedule 13D, the
Proposal Letter (attached hereto as Exhibit 2) contains the
proposal by Newco to the Issuer with respect to the Proposed
Transactions, including with respect to the Issuer a
discussion of, among other things, the purchase price, the
equity financing, the debt financing, the structure, the
treatment of existing
CUSIP No. 12489L108 13D Page 13 of 49
indebtedness, the employees, the headquarters and the legal
documentation and conditions regarding the Proposed Transaction.
The descriptions of the Letter Agreement and the
Proposal Letter contained in this Schedule 13D are qualified
in their entirety by reference, respectively, to the Letter
Agreement (attached hereto as Exhibit 1) and the Proposal
Letter (attached hereto as Exhibit 2).
Neither the Reporting Person nor, to the best knowledge
of the Reporting Person, the BLUM Parties, the FS Parties, or
the Other Parties is a party to any contract, arrangement,
understanding or relationship with respect to any securities
of the Issuer, including but not limited to the transfer or
voting of any securities of the Issuer, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees
of profits, division of profits or loss, or the giving or
withholding of proxies, except as previously disclosed.
Item 7. Material to be Filed as Exhibits
1. Letter agreement dated November 10, 2000 among the
Reporting Person, Strategic, FSEP III, FSEP
International and the Other Parties.
2. Proposal Letter dated November 10, 2000.
3. Amended and Restated Option Agreement dated August
27, 1997 among Koll Co., Koll Holding, the
Reporting Person and KRES.
CUSIP No. 12489L108 13D Page 14 of 49
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: November 15, 2000
RAYMOND E. WIRTA,
an individual
/s/ Raymond E. Wirta
-------------------------
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CUSIP No. 12489L108 13D Page 15 of 49
