-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EfHOGuKT+F/BS0eQ+7MaGs2LMHZJOVh6JAlzxbn8ZhozeWQRA0opXwBKfT6vrWjN CuWlxamoOAebcu4JxjJlAg== 0000898430-01-500761.txt : 20010524 0000898430-01-500761.hdr.sgml : 20010524 ACCESSION NUMBER: 0000898430-01-500761 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010523 ITEM INFORMATION: FILED AS OF DATE: 20010523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CB RICHARD ELLIS SERVICES INC CENTRAL INDEX KEY: 0000852203 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 521616016 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12231 FILM NUMBER: 1646684 BUSINESS ADDRESS: STREET 1: 200 NORTH SEPULVEDA BLVD CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3105638600 MAIL ADDRESS: STREET 1: 200 NORTH SEPULVEDA BLVD CITY: EL SEGUNDO STATE: CA ZIP: 90245 FORMER COMPANY: FORMER CONFORMED NAME: CB COMMERCIAL HOLDINGS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CB ACQUISITION CORP DATE OF NAME CHANGE: 19890731 8-K 1 d8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 23, 2001 CB RICHARD ELLIS SERVICES, INC. ------------------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-12231 52-1616016 - ---------------- ------------------------ ------------------- (State or Other (Commission File Number) (IRS Employer Jurisdiction of Identification No.) Incorporation) 200 North Sepulveda Boulevard, El Segundo, California 90245 ----------------------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) (310) 563-8600 -------------------------------------------------- Registrant's Telephone Number, Including Area Code NA ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) This Current Report on Form 8-K is filed by CB Richard Ellis Services, Inc., a Delaware corporation (the "Company"), in connection with the matters described herein. Item 9. Regulation FD Disclosure CB Richard Ellis Services, Inc. issued two press releases dated May 23, 2001 announcing 1) the implementation of cost reduction programs, and 2) the intention by BLUM CB Corp. to offer for sale $175 million of senior subordinated notes in order to finance in part the proposed merger of BLUM CB Corp. into CB Richard Ellis Services, Inc. and related transactions. This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The senior subordinated notes to be offered and sold will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Act. The press releases are filed herewith as Exhibits 99.1 and 99.2, respectively. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: May 23, 2001 CB RICHARD ELLIS SERVICES, INC. By: /s/ Walter V. Stafford ------------------------------- Walter V. Stafford General Counsel EX-99.1 2 dex991.txt PRESS RELEASE RE: COST REDUCTION PROGRAMS [LETTERHEAD OF CB RICHARD ELLIS] EXHIBIT 99.1 P R E S S R E L E A S E - ------------------------- FOR IMMEDIATE RELEASE -- 23 May 2001 For further information: Joseph Fitzpatrick Executive Vice President CB Richard Ellis 213-683-4317 CB RICHARD TO IMPLEMENT COST REDUCTION PROGRAMS Company Expects to Realize $35-$40 Million in Operational Savings for Fiscal Year 2001 Los Angeles, CA (23 May 2001) CB Richard Ellis, Inc. (NYSE:CBG) today announced it will implement programs expected to reduce budgeted expenses for the remainder of 2001 by approximately $35 to $40 million, excluding one-time severance costs. The cost-reduction initiatives are being implemented effective immediately as a result of a recent decline in revenues congruent with the overall decline of commercial real estate activity. Operational savings will be the result of targeted reductions in workforce, reduced senior management bonus compensation, continued streamlining of back-office operations as well as cuts in areas of budgeted, discretionary operating expense across the organization. Work force reductions are expected to be completed in the third quarter. "In the latter part of the first quarter of 2001, our business was adversely affected by a slowdown in the U.S. economy in general, and certain local and regional U.S. economies in particular, which have led to deteriorating commercial real estate market conditions," said Ray Wirta, Chief Executive Officer of CB Richard Ellis. The company noted first quarter results reflecting a strong January followed by a slowdown in U.S. sales activities beginning in February and a slowdown in U.S. lease activities beginning in March. Revenues for Europe and Asia were also lower than expected. Weakened sales and lease activity continued into the second quarter with preliminary internal figures indicating operating results for April 2001 as considerably below operating results for both the month of April 2000 and the month of March 2001. The company's reduction in work force combined with a hiring freeze is expected to yield a savings of approximately $8 million to $10 million in 2001. Initiatives focused on streamlining of back-office operations and reductions in discretionary expense, as well as a decrease in senior management bonuses as a result of weakened sales, are expected to result in approximately $7 to $10 million and approximately $20 million of realized savings in 2001, respectively. - more - CB Richard Ellis Press Release 23 May 2001 Said Wirta, "Our organization remains highly responsive to changing market conditions. As with past expense control initiatives, we are confident that these results will achieve our desired intent." ABOUT CB RICHARD ELLIS CB Richard Ellis (NYSE:CBG) is the world's leading real estate services company. Headquartered in Los Angeles with 10,000 employees worldwide, the company serves real estate owners, investors and occupiers through nearly 250 offices in 44 countries. Services include property sales and leasing, property management, corporate services, facilities management, commercial mortgage services, investment management, appraisal/valuation, research and consulting. CB Richard Ellis had 2000 revenues of $1.3 billion. For more information about CB Richard Ellis, visit the company's website at www.cbre.com. ------------ This release contains forward-looking statements concerning expectations for future cost reductions and earnings performance. These statements reflect the company's current plans and expectations and are based on information currently available to it. They rely on a number of assumptions and estimates, which could prove to be inaccurate, and which are subject to risks and uncertainties that could cause the company's actual results to vary materially from the results anticipated. CB Richard Ellis undertakes no obligation to update publicly or revise any forward-looking statements. These statements are qualified by reference to the company's 2000 Annual Report and Form 10-K and its quarterly reports on Form 10-Q. CB Richard Ellis filed a preliminary proxy statement regarding its proposed merger with BLUM CB Corp. on April 12, 2001, and will file a definitive proxy statement regarding the merger when it is available. Information regarding the identity of persons who, under rules of the Securities and Exchange Commission, may be considered participants in the solicitation of proxies from stockholders of CB Richard Ellis, and those persons' holdings of securities of CB Richard Ellis, are included in the preliminary proxy statement. Stockholders of CB Richard Ellis are urged to read the definitive proxy statement regarding the merger when it is available, because it will contain important information. Copies of the proxy statements and related Rule 13e-3 Transaction Statement on Schedule 13E-3 may be obtained for free at the Securities and Exchange Commission web site at www.sec.gov. These documents may also be obtained for ----------- free from CB Richard Ellis. Requests for copies should be directed to CB Richard Ellis Services, Inc., 505 Montgomery St., Sixth Floor, San Francisco, Calif. 94111, Attention: Walter Stafford, Secretary. # # # EX-99.2 3 dex992.txt PRESS RELEASE RE: BLUM CB CORP. [LETTERHEAD OF CB RICHARD ELLIS] EXHIBIT 99.2 P R E S S R E L E A S E - ------------------------- FOR IMMEDIATE RELEASE -- 23 May 2001 For further information: Walt Stafford CB Richard Ellis 415-733-5502 BLUM CB CORP. TO OFFER $175 MILLION OF SENIOR SUBORDINATED NOTES Los Angeles, CA (23 May 2001) CB Richard Ellis Services, Inc. (NYSE:CBG) today announced that BLUM CB Corp. has indicated its intention to offer for sale $175 million aggregate principal amount of Senior Subordinated Notes due 2011. The Senior Subordinated Notes are being offered in order to finance in part the proposed merger of BLUM CB Corp. into CB Richard Ellis Services and related transactions and will be assumed by CB Richard Ellis Services if the merger is completed. If the sale of $175 million of Senior Subordinated Notes is completed, the aggregate principal amount of the senior credit facilities proposed to be entered into by BLUM CB Corp. in connection with the proposed merger will be reduced to an aggregate of $260 million of term loans and a $100 million revolving credit facility and the aggregate principal amount of 16% Senior Notes due 2011 proposed to be issued by CBRE Holding, Inc., the parent company of BLUM CB Corp., will be reduced to $65 million. ### The press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Senior Subordinated Notes to be offered and sold will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Act. This press release contains forward-looking statements concerning a proposed merger transaction involving the company and the proposed financing for such transaction. These statements reflect the company's current plans and expectations and are based on information currently available to it. They rely on a number of assumptions and estimates, which could prove to be inaccurate, and which are subject to risks and uncertainties that could cause actual events to vary materially from those anticipated. -----END PRIVACY-ENHANCED MESSAGE-----