UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CB RICHARD ELLIS GROUP, INC.
------------------------------------------
(Name of Issuer)
CLASS A COMMON STOCK, $0.01 par value
-------------------------------------
(Title of Class of Securities)
12497T101
---------
(CUSIP Number)
Gregory D. Hitchan
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)
June 10, 2004
-----------------
(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 of 17
CUSIP NO. 12497T101 SCHEDULE 13D Page 2 of 17
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1. NAME OF REPORTING PERSON BLUM STRATEGIC GP, L.L.C.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-3303831
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [x]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS* See Item 3
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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7. SOLE VOTING POWER -0-
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 29,212,332**
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 29,212,332**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,212,332**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.6%**
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14. TYPE OF REPORTING PERSON OO (Limited Liability Company)
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** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 12497T101 SCHEDULE 13D Page 3 of 17
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1. NAME OF REPORTING PERSON BLUM STRATEGIC PARTNERS, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-3303833
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [x]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS* 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 Delaware
-----------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 29,212,332**
BENEFICIALLY
OWNED BY EACH
PERSON WITH ----------------------------------------------------------
9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 29,212,332**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,212,332**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.6%**
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON PN
-----------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 12497T101 SCHEDULE 13D Page 4 of 17
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1. NAME OF REPORTING PERSON BLUM STRATEGIC GP II, L.L.C.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-3395150
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [x]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS* 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 Delaware
-----------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 29,212,332**
BENEFICIALLY
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 29,212,332**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,212,332**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.6%**
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON OO (Limited Liability Company)
-----------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 12497T101 SCHEDULE 13D Page 5 of 17
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1. NAME OF REPORTING PERSON BLUM STRATEGIC PARTNERS II, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-3395151
-----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [x]
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3. SEC USE ONLY
-----------------------------------------------------------------------------
4. SOURCE OF FUNDS* 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 Delaware
-----------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 29,212,332**
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 29,212,332**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,212,332**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.6%**
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON PN
-----------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 12497T101 SCHEDULE 13D Page 6 of 17
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1. NAME OF REPORTING PERSON RICHARD C. BLUM
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [x]
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3. SEC USE ONLY
-----------------------------------------------------------------------------
4. SOURCE OF FUNDS* See Item 3
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
-----------------------------------------------------------------------------
7. SOLE VOTING POWER 2,000
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 29,212,332**
BENEFICIALLY
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER 2,000
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 29,212,332**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,212,332**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.5%**
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON IN
-----------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 12497T101 SCHEDULE 13D Page 7 of 17
Item 1. Security and Issuer
----------------------------
This Schedule 13D relates to shares of Class A Common Stock, $0.01 par value
per share (the "Common Stock") of CB Richard Ellis Group, Inc., a Delaware
corporation (the "Issuer"). This Schedule 13D gives effect for all dates and
information set forth herein to both a 3-for-1 stock split of the Common
Stock and the Class B Common Stock, $0.01 par value per share (the "Class B
Common Stock"), of the Issuer on May 4, 2004, which split was effected by a
stock dividend, and a 1-for-1.0825 reverse stock split of the Common Stock
and the Class B Common Stock on June 7, 2004. The principal executive office
and mailing address of the Issuer is 865 South Figueroa Street, Suite 3400,
Los Angeles, California 90017.
Item 2. Identity and Background
--------------------------------
This Schedule 13D is being filed by Blum Strategic GP, L.L.C., a Delaware
limited liability company ("Blum GP"); Blum Strategic Partners, L.P., a
Delaware limited partnership ("Blum Strategic"); Blum Strategic GP II,
L.L.C., a Delaware limited liability company ("Blum GP II"); Blum Strategic
Partners II, L.P., a Delaware limited partnership ("Blum Strategic II"); and
Richard C. Blum, a managing member of Blum GP and Blum GP II (collectively,
the "Reporting Persons").
Blum GP is a Delaware limited liability company whose principal business is
acting as the sole general partner of Blum Strategic.
The principal business office address of Blum GP is 909 Montgomery Street,
Suite 400, San Francisco, CA 94133. The names of the managing members and
members of Blum GP, their addresses, citizenship and principal occupations
are as follows:
Name and Business Citizen- Principal Occupation
Office Held Address ship or Employment
------------------- ----------------------- --------- --------------------
Richard C. Blum 909 Montgomery St. USA President & Chairman,
Managing Member Suite 400 Blum L.P.
San Francisco, CA 94133
Nils Colin Lind 909 Montgomery St. Norway Managing Partner,
Managing Member Suite 400 Blum L.P.
San Francisco, CA 94133
John C. Walker 909 Montgomery St. USA Partner,
Member Suite 400 Blum L.P.
San Francisco, CA 94133
Jose S. Medeiros 909 Montgomery St. Brazil Partner,
Member Suite 400 Blum L.P.
San Francisco, CA 94133
CUSIP NO. 12497T101 SCHEDULE 13D Page 8 of 17
Name and Business Citizen- Principal Occupation
Office Held Address ship or Employment
------------------- ----------------------- --------- --------------------
Jeffrey A. Cozad 909 Montgomery St. USA Partner,
Member Suite 400 Blum L.P.
San Francisco, CA 94133
Marc T. Scholvinck 909 Montgomery St. USA Partner & Chief
Member Suite 400 Financial Officer,
San Francisco, CA 94133 Blum L.P.
Gregory D. Hitchan 909 Montgomery St. USA General Counsel,
Member Suite 400 and Secretary,
San Francisco, CA 94133 Blum L.P.
Blum GP II is a Delaware limited liability company whose principal business
is acting as the sole general partner of Blum Strategic II and also as
managing limited partner of Blum Strategic Partners II GmbH & Co. KG ("Blum
Strategic II KG").
The principal business office address of Blum GP II is 909 Montgomery Street,
Suite 400, San Francisco, CA 94133. The names of the managing members and
members of Blum GP II, their addresses, citizenship and principal occupations
are as follows:
Name and Business Citizen- Principal Occupation
Office Held Address ship or Employment
-------------------- ----------------------- --------- -------------------
Richard C. Blum 909 Montgomery St. USA President & Chairman,
Managing Member Suite 400 Blum L.P.
San Francisco, CA 94133
Nils Colin Lind 909 Montgomery St. Norway Managing Partner,
Managing Member Suite 400 Blum L.P.
San Francisco, CA 94133
John C. Walker 909 Montgomery St. USA Partner,
Managing Member Suite 400 Blum L.P.
San Francisco, CA 94133
Jose S. Medeiros 909 Montgomery St. Brazil Partner,
Managing Member Suite 400 Blum L.P.
San Francisco, CA 94133
John H. Park 909 Montgomery St. USA Partner,
Managing Member Suite 400 Blum L.P.
San Francisco, CA 94133
Gregory L. Jackson 909 Montgomery St. USA Partner,
Managing Member Suite 400 Blum L.P.
San Francisco, CA 94133
CUSIP NO. 12497T101 SCHEDULE 13D Page 9 of 17
Name and Business Citizen- Principal Occupation
Office Held Address ship or Employment
-------------------- ---------------------- --------- -------------------
Jeffrey A. Cozad 909 Montgomery St. USA Partner,
Managing Member Suite 400 Blum L.P.
San Francisco, CA 94133
Marc T. Scholvinck 909 Montgomery St. USA Partner & Chief
Managing Member Suite 400 Financial Officer,
San Francisco, CA 94133 Blum L.P.
Gregory D. Hitchan 909 Montgomery St. USA General Counsel,
Member Suite 400 and Secretary,
San Francisco, CA 94133 Blum L.P.
To the best knowledge of the Reporting Persons, none of the entities or
persons identified in this Item 2 has, 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.
Item 3. Source and Amount of Funds or Other Consideration
----------------------------------------------------------
On July 20, 2001, pursuant to (i) an Amended and Restated Contribution and
Voting Agreement, dated as of May 31, 2001 (the "Contribution Agreement")
among the Issuer, Blum Strategic, Blum Strategic II and certain other parties
thereto, (ii) the Amendment, dated as of July 19, 2001 (the "Amendment to
Contribution Agreement"), to the Contribution Agreement and (iii) the
Assignment and Assumption Agreement dated as of July 19, 2001 (the
"Assignment and Assumption"), between Blum Strategic and Blum Strategic II,
(a) Blum Strategic contributed 3,386,346 shares of the common stock of CB
Richard Ellis Services, Inc. ("Services Common Stock") to the Issuer and the
Issuer issued 9,384,792 shares of Class B Common Stock to Blum Strategic in
exchange therefor and (b) Blum Strategic II contributed 37,540 shares of
Services Common Stock to the Issuer and the Issuer issued 104,036 shares of
Class B Common Stock to Blum Strategic II in exchange therefor.
Between February 20, 2001 and July 23, 2003, Blum Strategic, Blum Strategic
II and Blum Strategic II KG purchased an aggregate of 31,217,110 shares of
Class B Common Stock for cash consideration of $5.77 per share. The source
of funds for the purchases of such shares was the working capital of Blum
Strategic, Blum Strategic II and Blum Strategic II KG.
On June 10, 2004, pursuant to the terms of the Issuer's 2004 Stock Incentive
Plan (the "Plan"), Richard C. Blum received a grant of 2,000 shares of Common
Stock in his capacity as an Outside Director (as such term is defined in the
Plan). No consideration was paid for such shares.
CUSIP NO. 12497T101 SCHEDULE 13D Page 10 of 17
On June 15, 2004, pursuant to the terms of an Amendment and Waiver, dated as
of April 14, 2004 (the "Amendment and Waiver"), by and among the Issuer, Blum
Strategic, Blum Strategic II, Blum Strategic II KG and the other stockholders
party thereto, all issued and outstanding shares of Class B Common Stock were
voluntarily converted by the holders thereof into shares of Common Stock on a
1-for-1 basis, including the shares of Class B Common Stock held by the
Reporting Persons.
The information set forth in this Item 3 is qualified in its entirety by
reference to the Contribution Agreement (Exhibit A hereto), the Amendment to
Contribution Agreement (Exhibit B hereto), the Assignment and Assumption
(Exhibit C hereto) and the Amendment and Waiver (Exhibit D hereto), each of
which is incorporated by reference herein in its entirety.
Item 4. Purpose of Transaction
-------------------------------
Blum Strategic, Blum Strategic II and Blum Strategic II KG acquired an
aggregate of 22,450,600 shares of Class B Common Stock on or prior to July
20, 2001 in connection with the Issuer's acquisition of CB Richard Ellis
Services, Inc. ("Services") on July 20, 2001 pursuant to an Amended and
Restated Agreement and Plan of Merger, dated as of May 31, 2001, among the
Issuer, Services and Blum CB Corp., a wholly-owned subsidiary of the Issuer.
Such acquisition was effected by the merger of Blum CB Corp. with and into
Services (the "Merger"), with Services surviving the Merger as a wholly-owned
subsidiary of the Issuer. The purpose of the Reporting Persons' acquisition
of such shares of Class B Common Stock was to acquire a substantial and
controlling equity position in the Issuer.
Blum Strategic, Blum Strategic II and Blum Strategic II KG acquired an
aggregate of 18,255,338 shares of Class B Common Stock on July 23, 2003 for
the purpose of partially financing the acquisition of Insignia Financial
Group, Inc. by Services on such date.
Pursuant to the terms of an Underwriting Agreement, dated as of June 9, 2004
(the "Underwriting Agreement"), among the Issuer, Blum Strategic, Blum
Strategic II, Blum Strategic II KG, the other selling stockholders party
thereto and the underwriters party thereto, on June 15, 2004, Blum Strategic,
Blum Strategic II and Blum Strategic II KG sold to such underwriters an
aggregate of 11,495,606 shares of Common Stock at a price of $17.86 per share
(net of underwriting discounts and commissions), in a public offering
pursuant to the Issuer's Registration Statement on Form S-1 (Registration No.
333-112867) (the "Offering"). Also pursuant to the Underwriting Agreement,
Blum Strategic, Blum Strategic II and Blum Strategic II KG granted to such
underwriters a 30-day option to purchase an aggregate of 2,543,082 additional
shares of Common Stock, at a price of $17.86 per share (net of underwriting
discounts and commissions), to cover over-allotments, which option has not
been exercised as of the date of this Schedule 13D.
Richard C. Blum, who is a managing member of Blum GP and Blum GP II, is the
Issuer's Chairman of the Board, and Jeffrey A. Cozad, who is a member of Blum
GP and managing member of Blum GP II, is a member of the Issuer's Board of
Directors. Although no Reporting Person has any specific plan or proposal to
nominate members to the Issuer's Board of Directors in addition to Messrs.
CUSIP NO. 12497T101 SCHEDULE 13D Page 11 of 17
Blum and Cozad, pursuant to a Securityholders' Agreement, dated as of July
20, 2001 (the "Securityholders' Agreement") and as amended by the Amendment
and Waiver, among the Issuer, Services, Blum Strategic, Blum Strategic II,
Blum Strategic II KG and certain other stockholders of the Issuer party
thereto, Blum Strategic, Blum Strategic II and Blum Strategic II KG,
together, are entitled to nominate a percentage of the total number of
directors of the Issuer that is equivalent to the percentage of the
outstanding Common Stock beneficially owned by these stockholders and their
affiliates, with this percentage of our directors being rounded up to the
nearest whole number of directors. The stockholders that are parties to the
Securityholders' Agreement that previously owned shares of Class B Common
Stock, other than Frederic V. Malek, are obligated to vote all shares of
Common Stock that they and their affiliates own in favor of the directors
nominated by Blum Strategic, Blum Strategic II and Blum Strategic II KG.
Although no Reporting Person has any specific plan or proposal to acquire or
dispose of Common Stock other than as set forth above, each Reporting Person,
consistent with its investment purpose, at any time and from time to time may
acquire additional Common Stock or dispose of any or all of its Common Stock
(including, without limitation, distributing some or all of such shares to
such Reporting Person's members or partners) depending upon an ongoing
evaluation of the investment in the Common Stock, applicable legal
restrictions, prevailing market conditions, other investment opportunities,
liquidity requirements of the Reporting Persons and/or other investment
considerations. Also, consistent with the investment purpose, the Reporting
Persons, solely in their capacity as stockholders of the Issuer, may engage
in communications with one or more other stockholders of the Issuer, one or
more officers of the Issuer, one or more members of the Board of Directors of
the Issuer and/or one or more representatives of the Issuer regarding the
Issuer, including but not limited to its operations. The Reporting Persons
may discuss ideas that may relate to, or if effected may result in, any of
the matters referred to in paragraphs (a) through (j), inclusive of the
instructions to Item 4 of Schedule 13D.
Other than as described above, none of the Reporting Persons has any plans or
proposals which relate to, or could result in, any of the matters referred to
in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of
Schedule 13D. The Reporting Persons may, at any time and from time to time,
review or reconsider their position and/or change their purpose and/or
formulate plans or proposals with respect thereto.
The information set forth in this Item 4 is qualified in its entirety by
reference to the Underwriting Agreement (Exhibit E hereto), the
Securityholders' Agreement (Exhibit F hereto) and the Amendment and Waiver
(Exhibit D hereto), each of which is incorporated by reference herein in its
entirety.
CUSIP NO. 12497T101 SCHEDULE 13D Page 12 of 17
Item 5. Interest in Securities of the Issuer
---------------------------------------------
The information set forth in this Item 5 is qualified in its entirety by
reference to the Securityholders' Agreement (Exhibit F hereto) and the
Amendment and Waiver (Exhibit D hereto), each of which is incorporated by
reference herein in its entirety.
(a),(b) Based upon information provided by the Issuer, immediately after
completion of the Offering on June 15, 2004 there were 68,614,001 shares of
Common Stock issued and outstanding. Based on such information, after taking
into account the transactions described in Item 5(c) below, the Reporting
Persons report beneficial ownership of the following shares of Common Stock:
(i) 13,365,132 shares of Common Stock held by Blum GP on behalf of the
limited partnerships for which it serves as the general partner, which
represents 19.5% of the outstanding shares of the Common Stock; (ii)
15,845,200 shares of the Common Stock held by Blum GP II on behalf of the
limited partnership for which it serves as the general partner and on behalf
of the limited partnership for which it serves as the managing limited
partner, which represents 23.1% of the outstanding shares of the Common
Stock; and (iii) Mr. Blum, who is a director of the Issuer, reports the
aggregate of these shares for a total of 29,212,332 shares of the Common
Stock, which represents 42.6% of the outstanding shares of Common Stock.
Voting and investment power concerning the above shares are held solely by
Blum GP and Blum GP II. The Reporting Persons therefore may be deemed to be
members in a group, in which case the group would be deemed to have
beneficial ownership of an aggregate of 29,212,332 shares of the Common
Stock, which is 42.6% of the outstanding Common Stock. Mr. Blum may be
deemed to be the beneficial owner of the securities over which Blum GP and
Blum GP II has voting and investment power. In addition, Mr. Blum does not
disclaim beneficial ownership of 2,000 shares of the Common Stock held
directly by him. Mr. Blum is Chairman of the Issuer. Although Mr. Blum is
joining in this Schedule as a Reporting Person, the filing of this Schedule
shall not be construed as an admission that he, or any of the other managing
members and members of Blum GP and Blum GP II, is, for any purpose, the
beneficial owner of any of the securities that are beneficially owned by Blum
GP or Blum GP II.
As a result of the provisions in the Securityholders' Agreement affecting the
voting of shares of Common Stock (as described in Item 6 of this Schedule
13D), Blum Strategic, Blum Strategic II and Blum Strategic II KG, together
with the other parties thereto that formerly held shares of Class B Common
Stock, other than Frederic V. Malek, may be deemed to constitute a group
within the meaning of Section 13(d)(3) of the Exchange Act. As such, the
group formed thereby would be deemed to beneficially own the aggregate
38,944,551 shares of Common Stock held by such persons, which would represent
56.3% of the outstanding shares of Common Stock. The parties to the
Securityholders' Agreement that formerly held shares of Class B Common Stock
are the following: Blum Strategic; Blum Strategic II; Blum Strategic II KG;
FS Equity Partners III, L.P. ("FSEP III"); FS Equity Partners International,
L.P. ("FSEP International"); Ray Wirta, who as of the date of this Schedule
13D is the Chief Executive Officer, and a director, of the Issuer; Brett
White, who as of the date of this Schedule 13D is the Present, and a
director, of the Issuer; and The Koll Holding Company. However, the
CUSIP NO. 12497T101 SCHEDULE 13D Page 13 of 17
Reporting Persons disclaim the existence of such group and disclaim
beneficial ownership of the shares of Common Stock directly held by any of
the other parties to the Securityholders' Agreement.
c) The Reporting Persons effected the following transactions in the Common
Stock during the 60 days prior to the filing of this Schedule 13D:
On June 10, 2004, Mr. Blum received a grant of 2,000 shares of Common
Stock pursuant to the terms of the Plan in his capacity as an Outside
Director (as such term is defined in the Plan).
On June 15, 2004, pursuant to the Amendment and Waiver, Blum Strategic,
Blum Strategic II and Blum Strategic II KG were issued an aggregate of
40,705,938 shares of Common Stock in connection with the voluntary
conversion by them of an equal number of shares of Class B Common Stock
on the date thereof.
On June 15, 2004, the Reporting Persons sold the following number of
shares of Common Stock in the Offering for a price of $17.86 per share
(net of underwriting discounts and commissions):
Entity Shares
------ ---------
The limited partnership for 5,259,793
which Blum GP serves as
general partner.
The limited partnerships for 6,235,813
which Blum GP II serves as
general partner and the
managing limited partner.
(d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
-----------------------------------------------------------------------------
In connection with the Merger, Blum Strategic, Blum Strategic II and Blum
Strategic II KG entered into the Securityholders' Agreement with the Issuer,
Services and the other stockholders party thereto. Pursuant to the
Securityholders' Agreement, the following terms generally apply after
completion of the Offering (subject to termination pursuant to the terms
thereof):
Nomination of Directors and Voting. Following the completion of the
Offering, Blum Strategic, Blum Strategic II and Blum Strategic II KG,
together, are entitled to nominate a percentage of the total number of
directors of the Issuer that is equivalent to the percentage of the
outstanding Common Stock beneficially owned by them, with this percentage of
directors being rounded up to the nearest whole number of
CUSIP NO. 12497T101 SCHEDULE 13D Page 14 of 17
directors. Also following the Offering, FSEP and FSEP International,
together, are entitled to nominate one person to the Issuer's Board of
Directors for so long as these stockholders, collectively, beneficially own
at least 7.5% of the outstanding Common Stock. The stockholders that are
parties to the Securityholders' Agreement that formerly owned shares of Class
B Common Stock, other than Frederic V. Malek, are obligated to vote their
shares after the Offering in favor of the directors nominated by Blum
Strategic, Blum Strategic II, Blum Strategic II KG, FSEP III and FSEP
International.
Registration Rights. Blum Strategic, Blum Strategic II and Blum Strategic II
KG, together, can require the Issuer to effect six registration statements,
or "demand registrations," registering the shares of Common Stock held by
them for sale under the Securities Act of 1933. In addition, FSEP III and
FSEP International, together, can request three demand registrations with
respect to the shares of Common Stock held by them. If a demand registration
is underwritten and the managing underwriter advises the Issuer that
marketing factors require a limitation on the number of shares to be
underwritten, priority of inclusion in the demand registration generally is
such that the stockholder initiating the demand registration receives first
priority.
In addition to the obligations with respect to demand registrations, if the
Issuer proposes to register any of its securities, other than a registration
relating to the Issuer's employee benefit plans or a corporate reorganization
or other transaction under Rule 145 of the Securities Act, whether or not the
registration is for the Issuer's own account, the Issuer is required to give
each of the stockholders that is party to the Securityholders' Agreement,
whose rights have not terminated in this respect, the opportunity to
participate, or "piggyback," in the registration. If a piggyback
registration is underwritten and the managing underwriter advises the Issuer
that marketing factors require a limitation on the number of shares to be
underwritten, priority of inclusion in the demand registration generally is
such that the Issuer receives first priority with respect to the shares it is
issuing and selling.
The registration rights are subject to conditions and limitations, among them
the right of the underwriters of an offering subject to the registration to
limit the number of shares included in the offering. The Issuer generally is
required to pay the registration expenses in connection with both demand and
piggyback registrations. A stockholder's registration rights will terminate
if the Issuer has completed an initial public offering of the Common Stock
(which occurred on June 15, 2004), the stockholder holds less than 0.5% of
the outstanding Common Stock and the stockholder is entitled to sell all of
its or his shares in any 90-day period under Rule 144 of the Securities Act
of 1933, as amended.
Indemnification. The Issuer is obligated to indemnify the stockholders that
are parties to the Securityholders' Agreement and each of their respective
affiliates, controlling persons, directors, officers, employees and agents
from and against any and all damages, claims, losses, expenses, costs,
obligations and liabilities, including all
CUSIP NO. 12497T101 SCHEDULE 13D Page 15 of 17
reasonable attorneys' fees and expenses but excluding special or
consequential damages, arising from, relating to or otherwise in respect of,
any governmental or other third party claim against these indemnified persons
that arises from, relates to or is otherwise in respect of (1) the Issuer's
business, operations, liabilities or obligations or (2) the ownership by the
stockholders or any of their respective affiliates of any of the Issuer's
equity securities, except to the extent these losses and expenses (x) arise
from any claim that the indemnified person's investment decision relating to
the purchase or sale of these equity securities violated a duty or other
obligation of the indemnified person to the claimant or (y) are finally
determined in a judicial action by a court of competent jurisdiction to have
resulted from the gross negligence or willful misconduct of the stockholder
or its affiliates.
In connection with the Offering, each of Blum Strategic, Blum Strategic II,
Blum Strategic II KG and the other parties to the Securityholders' Agreement
as of April 14, 2004 entered into the Amendment and Waiver, which, in
addition to amending certain terms of the Securityholders' Agreement, also
provided for certain agreements with respect to the Offering between and
among the Issuer and certain of the stockholders that are parties to the
Securityholders' Agreement.
Also in connection with the Offering, each of Blum Strategic, Blum Strategic
II, Blum Strategic II KG, Richard C. Blum and Jeffrey A. Cozad entered into
an agreement dated as of May 7, 2004 (a "Lock-Up Letter") with Credit Suisse
First Boston LLC (acting on behalf of itself and the several underwriters of
the Offering), pursuant to which, among other things, each agreed that for a
period ending 180 days after the date of the final prospectus relating to the
Offering, such Reporting Person will not, without the prior written consent
of Credit Suisse First Boston LLC: (i) offer, sell, contract to sell, pledge
or otherwise dispose of, directly or indirectly, any shares of securities or
securities convertible into or exchangeable or exercisable for any shares of
securities, (ii) enter into a transaction which would have the same effect,
or enter into any swap, hedge or other arrangement that transfers, in whole
or in part, any of the economic consequences of ownership of securities,
whether any such aforementioned transaction is to be settled by delivery of
shares of the securities, in cash or otherwise, or (iii) publicly disclose
the intention to make any such offer, sale, pledge, or disposition, or to
enter into any such transaction, swap, hedge or other arrangement.
Also in connection with the Offering, each of Blum Strategic, Blum Strategic
II and Blum Strategic II KG entered into the Underwriting Agreement. The
Underwriting Agreement provided for the sale of an aggregate of 11,495,606
shares of Common Stock by Blum Strategic, Blum Strategic II and Blum
Strategic II KG to the underwriters named therein at a price of $17.86 per
share (net of underwriting discounts and commissions) in connection with the
Offering, which sale was completed on June 15, 2004. Also pursuant to the
Underwriting Agreement, Blum Strategic, Blum Strategic II and Blum Strategic
II KG granted to such underwriters a 30-day option to purchase an aggregate
of 2,543,082 additional shares of Common Stock, at a price of $17.86 per
share (net of underwriting discounts and commissions), to cover over-
allotments, which option has not been exercised as of the date of this
Schedule 13D.
CUSIP NO. 12497T101 SCHEDULE 13D Page 16 of 17
Except as set forth above, none of the Reporting Persons or, to the best
knowledge of the Reporting Persons, the other persons named in Item 2, 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.
The information set forth in this Item 6 is qualified in its entirety by
reference to the Underwriting Agreement (Exhibit E hereto), the
Securityholders' Agreement (Exhibit F hereto), the Amendment and Waiver
(Exhibit D hereto) and the form of Lock-up Letter (Exhibit G hereto), each of
which is incorporated by reference herein in its entirety.
Item 7. Material to be Filed as Exhibits
-----------------------------------------
Exhibit A Contribution Agreement (incorporated by reference to Exhibit 4.2(a)
of Amendment No. 1 to the Issuer's Registration Statement on Form
S-1 (No. 333-59440) filed with the Securities and Exchange
Commission on June 12, 2001).
Exhibit B Amendment to Contribution Agreement (incorporated by reference to
Exhibit 23 of Amendment No. 9 to Schedule 13D with respect to
Services filed with the Securities and Exchange Commission on July
25, 2001).
Exhibit C Assignment and Assumption (incorporated by reference to Exhibit 4
of Schedule 13D with respect to the Issuer filed with the
Securities and Exchange Commission on July 30, 2001).
Exhibit D Amendment and Waiver (incorporated by reference to Exhibit 4.2(b)
of Amendment No. 2 of the Issuer's Registration Statement on Form
S-1 (No. 333-112867) filed with the Securities and Exchange
Commission on April 30, 2004).
Exhibit E Underwriting Agreement (incorporated by reference to Exhibit 1 of
Amendment No. 2 of the Issuer's Registration Statement on Form S-1
(No. 333-112867) filed with the Securities and Exchange Commission
on April 30, 2004).
Exhibit F Securityholders' Agreement (incorporated by reference to Exhibit 25
of Amendment No. 9 to Schedule 13D with respect to Services filed
with the Securities and Exchange Commission on July 25, 2001).
Exhibit G Form of Lock-up Letter (filed herewith).
Exhibit H Joint Filing Undertaking (filed herewith).
CUSIP NO. 12497T101 SCHEDULE 13D Page 17 of 17
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: June 21, 2004
BLUM STRATEGIC GP, L.L.C. BLUM STRATEGIC PARTNERS, L.P.
By: /s/ Gregory D. Hitchan By: /s/ Gregory D. Hitchan
------------------------------- -------------------------------
Gregory D. Hitchan Gregory D. Hitchan
Member and General Counsel Member and General Counsel
BLUM STRATEGIC GP II, L.L.C. BLUM STRATEGIC PARTNERS II, L.P.
By: /s/ Gregory D. Hitchan By: /s/ Gregory D. Hitchan
------------------------------- -------------------------------------
Gregory D. Hitchan Gregory D. Hitchan
Member and General Counsel Member and General Counsel
RICHARD C. BLUM
By: /s/ Gregory D. Hitchan
-------------------------------------
Gregory D. Hitchan, Attorney-in-Fact
CUSIP NO. 12497T101 SCHEDULE 13D Page 1 of 3
EXHIBIT G
Form of Lock-up Letter
May 7, 2004
CB Richard Ellis Group, Inc.
865 South Figueroa Street, Suite 3400
Los Angeles, CA 90017
Credit Suisse First Boston LLC
Citigroup Global Markets Inc.
J.P. Morgan Securities Inc.
Lehman Brothers Inc.
Bear, Stearns & Co. Inc.
Goldman, Sachs & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
c/o Credit Suisse First Boston LLC
Eleven Madison Avenue
New York, NY 10010-3629
Dear Sirs:
As an inducement to the Underwriters to execute the Underwriting
Agreement, pursuant to which an offering will be made that is intended to
result in the establishment of a public market for the Class A Common Stock,
$0.01 par value per share (the "Securities"), of CB Richard Ellis Group, Inc.,
and any successor (by merger or otherwise) thereto (the "Company"), the
undersigned hereby agrees that from the date hereof and until 180 days after
the public offering date set forth on the final prospectus used to sell the
Securities (the "Public Offering Date") pursuant to the Underwriting Agreement,
to which you are or expect to become parties, the undersigned will not offer,
sell, contract to sell, pledge or otherwise dispose of, directly or indirectly,
any shares of Securities or securities convertible into or exchangeable or
exercisable for any shares of Securities, enter into a transaction which would
have the same effect, or enter into any swap, hedge or other arrangement that
transfers, in whole or in part, any of the economic consequences of ownership
of the Securities, whether any such aforementioned transaction is to be settled
by delivery of the Securities or such other securities, in cash or otherwise,
or publicly disclose the intention to make any such offer, sale, pledge or
disposition, or to enter into any such transaction, swap, hedge or other
arrangement, without, in each case, the prior written consent of Credit Suisse
First Boston LLC. In addition, the undersigned agrees that, without the prior
written consent of Credit Suisse First Boston LLC, it will not, during the
period commencing on the date hereof and ending 180 days after the Public
Offering Date, make any demand for or exercise any right with respect to, the
registration of any Securities or any security convertible into or exercisable
or exchangeable for the Securities.
Any Securities received upon exercise of options granted to the
undersigned will also be subject to this Agreement. The restrictions contained
in this Agreement will not apply to (i) any Securities sold by the undersigned
CUSIP NO. 12497T101 SCHEDULE 13D Page 2 of 3
pursuant to the Underwriting Agreement; (ii) any Securities or any security
convertible into or exercisable or exchangeable for Securities acquired by
the undersigned in the open market after the Public Offering Date;
(iii) transfers of Securities or any security convertible into or exercisable
or exchangeable for Securities as a bona fide gift or gifts; (iv) transfers
or distributions of Securities or any security convertible into or
exercisable or exchangeable for Securities to affiliates (as defined in Rule
405 under the Securities Act) of the undersigned; (v) if the undersigned is a
partnership, corporation or limited liability company, distributions of
Securities to any partners, shareholders or members of the undersigned; (vi)
transfers by the undersigned or its distributee or transferee of Securities
or securities convertible into or exercisable or exchangeable for Securities
to a family member of the undersigned or its distributee or transferee or
trust created for the benefit of the undersigned or its distributee or
transferee or family member of the undersigned or its distributee or
transferee; or (vii) any private resale of Securities; provided, that in the
case of any transfer, distribution or resale, such transferee, distributee or
purchaser agrees to be bound in writing by the terms of this Agreement prior
to such transfer, distribution or resale. The restrictions contained in this
Agreement also will not apply to transfers by the undersigned of Securities
beneficially owned by the undersigned to established charitable entities;
provided, however, that the aggregate amount of all such transfers to
established charitable entities by any of the Blum Stockholders (as defined
herein) (including the undersigned) shall not exceed $2.0 million in
Securities (based on the market price of the Securities at the time of each
such transfer). For the purpose of the preceding sentence, "Blum
Stockholders" means Richard C. Blum, Jeffrey A. Cozad, Blum Strategic
Partners, L.P., Blum Strategic Partners II, L.P. and Blum Strategic Partners
II GmbH & Co. KG.
In furtherance of the foregoing, the Company and its transfer agent
and registrar are hereby authorized to decline to make any transfer of shares
of Securities if such transfer would constitute a violation or breach of this
Agreement.
This Agreement shall be binding on the undersigned and the
successors, heirs, personal representatives and assigns of the undersigned.
This Agreement shall lapse and become null and void on the earlier of the
following: (i) if the Public Offering Date shall not have occurred on or
before July 31, 2004, and (ii) the date that the Registration Statement on Form
S-1 relating to the proposed offering is withdrawn.
Very truly yours,
By: /s/ Gregory D. Hitchan
Name: Gregory D. Hitchan
Title: General Counsel
CUSIP NO. 12497T101 SCHEDULE 13D Page 3 of 3
Exhibit H
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto, hereby execute this
agreement as an exhibit to this Schedule 13D to evidence the agreement of the
below-named parties, in accordance with the rules promulgated pursuant to the
Securities Exchange Act of 1934, to file this Schedule jointly on behalf of
each such party.
Dated: June 21, 2004
BLUM STRATEGIC GP, L.L.C. BLUM STRATEGIC PARTNERS, L.P.
By: /s/ Gregory D. Hitchan By: /s/ Gregory D. Hitchan
------------------------------- -------------------------------
Gregory D. Hitchan Gregory D. Hitchan
Member and General Counsel Member and General Counsel
BLUM STRATEGIC GP II, L.L.C. BLUM STRATEGIC PARTNERS II, L.P.
By: /s/ Gregory D. Hitchan By: /s/ Gregory D. Hitchan
------------------------------- -------------------------------------
Gregory D. Hitchan Gregory D. Hitchan
Member and General Counsel Member and General Counsel
RICHARD C. BLUM
By: /s/ Gregory D. Hitchan
-------------------------------------
Gregory D. Hitchan, Attorney-in-Fact