SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
CB RICHARD ELLIS SERVICES, INC.
----------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
12489L108
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(CUSIP Number)
Donald M. Koll
4343 Von Karman Avenue
Newport Beach, California 92660
(949) 833-3023
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(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
December 1, 2000
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(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>
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
DONALD M. KOLL
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(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 8. SHARED VOTING POWER
OWNED BY 8,929,436 (See Item 5)
EACH 9. SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10. SHARED DISPOSITIVE POWER
WITH 8,929,436 (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,929,436 (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>
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
THE DONALD M. KOLL SEPARATE PROPERTY TRUST
U/T/D APRIL 8, 1998
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(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:
California
NUMBER OF 7. SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 8,929,436 (See Item 5)
EACH 9. SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10. SHARED DISPOSITIVE POWER
WITH 8,929,436 (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,929,436 (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
00
*See Instructions Before Filling Out!
<PAGE>
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
THE KOLL COMPANY
95-2262089
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(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:
California
NUMBER OF 7. SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 8,929,436 (See Item 5)
EACH 9. SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10. SHARED DISPOSITIVE POWER
WITH 8,929,436 (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,929,436 (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
C0
*See Instructions Before Filling Out!
<PAGE>
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
THE KOLL HOLDING COMPANY
33-0657131
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(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:
California
NUMBER OF 7. SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 8,929,436 (See Item 5)
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON -0-
WITH 10. SHARED DISPOSITIVE POWER
8,929,436 (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,929,436 (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
C0
*See Instructions Before Filling Out!
This Amendment No. 1 amends the Statement on Schedule 13D
filed with the Securities and Exchange Commission with respect to
CB Richard Ellis Services, Inc. (the "Issuer") on November 15,
2000 (the "Schedule 13D") by Donald M. Koll, the Donald M. Koll
Separate Property Trust u/d/t April 8, 1999, The Koll Company and
The Koll Holding Company. Unless otherwise defined herein, all
capitalized terms shall have the meanings given 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 eight and nine 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, California 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 5), 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 one, five and six and replacing them with the following
paragraphs:
The Reporting Persons believe that there are currently
21,213,928 shares of Common Stock outstanding. 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 the
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, Koll Co. and Koll Holding 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 1,133,019 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 Shares constitute
approximately 5.1% of the outstanding Common Stock.
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 the 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 7. Material to be Filed as Exhibits
Item 7 of the Schedule 13D is hereby supplemented as
follows:
5. Proposal Extension Letter dated December 1, 2000.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in
this statement is true, complete and correct.
Dated: December 4, 2000
DONALD M. KOLL,
an individual
/s/ Donald M. Koll
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KOLL SEPARATE PROPERTY TRUST
u/d/t April 8, 1999
By: /s/ Donald M. Koll
--------------------------
Donald M. Koll
Trustee
THE KOLL COMPANY,
a California corporation
By: /s/ Donald M. Koll
--------------------------
Donald M. Koll
Chairman of the Board and
Chief Executive Officer
THE KOLL HOLDING COMPANY,
a California corporation
By: /s/ Donald M. Koll
--------------------------
Donald M. Koll
President
