Prepared by MERRILL CORPORATION

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 2)

Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/x/		Preliminary Proxy Statement
/ /		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
/ /		Definitive Proxy Statement
/ /		Definitive Additional Materials
/ /		Soliciting Material under Section 240.14a-12

CB Richard Ellis Services, Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
/ /	No fee required
/x/	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
	(1)	Title of each class of securities to which transaction applies: Common stock, par value $0.01 per share, of CB Richard Ellis Services, Inc.
	(2)	Aggregate number of securities to which transaction applies: 13,326,869 issued and outstanding shares of Common Stock and 2,679,893 shares of Common Stock subject to options(1)
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): $16.00, the proposed per share cash payment to be made to securityholders of CB Richard Ellis Services in connection with the transactions described in the proxy statement
	(4)	Proposed maximum aggregate value of transaction: $201,565,247(1)
	(5)	Total fee paid: $43,646(1)
/x/	Fee paid previously with preliminary materials.
/ /	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:

		(3)		Filing Party:
		(4)		Date Filed:

(1): Pursuant to the Amended and Restated Agreement and Plan of Merger dated May 31, 2001, BLUM CB Corp, a wholly owned subsidiary of CBRE Holding, Inc., will merge into CB Richard Ellis Services and each outstanding share of Common Stock will be converted into the right to receive $16.00, except for the shares held by either BLUM CB Corp. or CBRE Holding, Inc., which shares will be cancelled in the merger without any payment therefor. Pursuant to an Amended and Restated Contribution and Voting Agreement, certain stockholders of CB Richard Ellis Services (the "Continuing Stockholders") will contribute 8,052,087 shares of Common Stock to CBRE Holding, Inc. immediately prior to the merger, which shares will consist of 1,077,986 shares to be purchased from affiliates of a Continuing Stockholder immediately prior to the merger at a price of $16.00 per share, and 6,976,101 shares already owned by the Continuing Stockholders. As of May 31, 2001, there were 20,337,610 shares of Common Stock outstanding. The filing fee was determined by adding (x) the product of (i) the number of shares of Common Stock that are proposed to be acquired in the transactions (calculated by subtracting 8,052,087 from 20,337,610) and (ii) the transaction consideration of $16.00 in cash per share of Common Stock, plus (y) $4,996,879 payable to holders of stock options granted by CB Richard Ellis Services to purchase shares of Common Stock in exchange for the cancellation of such options ((x) and (y) together, the "Merger Consideration"). The required filing fee, calculated in accordance with Regulation 240.00-11 under the Securities Exchange Act of 1934, as amended, equals one-fiftieth of one percent of the Merger Consideration, or $40,313. A fee of $43,646 was previously paid.

PRELIMINARY COPY

CB RICHARD ELLIS SERVICES, INC.
200 North Sepulveda Boulevard
El Segundo, California 90245

TO OUR STOCKHOLDERS:

You are cordially invited to attend a special meeting of the stockholders of CB Richard Ellis Services, Inc. to be held at 8:30 a.m., local time, on July 18, 2001, at The Sheraton Gateway Hotel, 6101 West Century Boulevard, Los Angeles, California.

At the special meeting, you will be asked to consider and vote upon the adoption of an Amended and Restated Agreement and Plan of Merger, dated May 31, 2001, providing for the merger of BLUM CB Corp., a newly formed Delaware corporation wholly-owned by CBRE Holding, Inc., into CB Richard Ellis Services. CBRE Holding is also a newly formed Delaware corporation and it will be majority-owned immediately prior to the effective time of the merger by the following persons, who are all currently stockholders of CB Richard Ellis Services and are referred to in the proxy statement together as the "continuing stockholders":

•: RCBA Strategic Partners, L.P., which is an affiliate of BLUM Capital Partners, L.P. and our director Richard Blum;
•: FS Equity Partners III, L.P. and FS Equity Partners International, L.P., which are affiliates of Freeman Spogli & Co. Incorporated and our director Bradford Freeman;
•: Ray Wirta, who is one of our directors and our Chief Executive Officer;
•: Brett White, who is one of our directors and our Chairman of the Americas;
•: The Koll Holding Company, which is an affiliate of our director Donald Koll; and
•: Frederic Malek, who is one of our directors.

In the merger, each outstanding share of our common stock will be converted into the right to receive $16.00 in cash, except for shares held by the continuing stockholders, which will be contributed to CBRE Holding immediately prior to the merger in exchange for shares of CBRE Holding, and shares held by stockholders who have perfected their dissenters' rights, which will be subject to appraisal in accordance with Delaware law. If the stockholders of CB Richard Ellis Services adopt the merger agreement, CB Richard Ellis Services will no longer be a publicly-traded company and will become a wholly-owned subsidiary of CBRE Holding.

A special committee of our board of directors has unanimously determined that the proposed merger is fair to and in the best interests of our stockholders, other than the continuing stockholders. The special committee consists entirely of directors who are not officers or employees of CB Richard Ellis Services, and who will not have an economic interest in CB Richard Ellis Services or CBRE Holding following the merger. Based on the recommendation of the special committee, our board of directors has unanimously determined that the proposed merger is fair to and in the best interests of our stockholders, other than the continuing stockholders. The special committee and the board of directors both unanimously recommend that you vote for the adoption of the merger agreement.

In reaching their decisions, the special committee and the board of directors considered, among other things, a written opinion dated February 23, 2001, of Morgan Stanley & Co. Incorporated, the special committee's financial advisor, to the effect that, as of February 23, 2001, and based on and subject to the considerations stated in its opinion, the $16.00 per share consideration to be received by our unaffiliated stockholders in the merger was fair from a financial point of view to these stockholders.

We cannot complete the merger unless we obtain the following vote to adopt the merger agreement:

•: the affirmative vote of holders of at least two-thirds of the outstanding shares of our common stock held by stockholders other than the continuing stockholders and their affiliates; and
•: the affirmative vote of holders of a majority of the outstanding shares of our common stock.

The continuing stockholders have agreed to vote all shares of our common stock owned or controlled by them in favor of the adoption of the merger agreement, which votes will be counted for purposes of the second vote described above but not the first vote. As of the record date for the special meeting, the continuing stockholders beneficially owned or controlled approximately 39.7% of our outstanding common stock.

The accompanying proxy statement explains the proposed merger and provides specific information concerning the merger agreement and the special meeting. We urge you to read these materials completely and carefully, including the merger agreement and other appendices.

Whether or not you plan to attend the special meeting, we request that you complete, date, sign and return the enclosed proxy card promptly in the enclosed pre-addressed postage-paid envelope. Failure to return a properly executed proxy card or vote at the special meeting will have the same effect as a vote against the adoption of the merger agreement. Your vote is very important, so please take the time to vote your shares on this matter.

Sincerely,

James J. Didion
Chairman of the Board

El Segundo, California
June 13, 2001

The merger and the merger agreement have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has any such commission passed upon the fairness or merits of the merger or the merger agreement nor upon the accuracy or adequacy of the information contained in this document. Any representation to the contrary is a criminal offense.

This proxy statement is dated June 13, 2001, and is first being mailed to stockholders on or about June 15, 2001.

PRELIMINARY COPY

CB RICHARD ELLIS SERVICES, INC.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 18, 2001

TO OUR STOCKHOLDERS:

A special meeting of the stockholders of CB Richard Ellis Services, Inc. will be held at 8:30 a.m., local time, on July 18, 2001, at The Sheraton Gateway Hotel, 6101 West Century Boulevard, Los Angeles, California, for the following purposes:

1.: To consider and vote upon a proposal to adopt the Amended and Restated Agreement and Plan of Merger, dated May 31, 2001, by and among CB Richard Ellis Services, BLUM CB Corp., a newly-formed Delaware corporation and wholly-owned subsidiary of CBRE Holding, Inc., and CBRE Holding, Inc., also a newly-formed Delaware corporation. In the merger, each share of CB Richard Ellis Services common stock will be converted into the right to receive $16.00 in cash, without interest or any other payment, except for the shares held by the continuing stockholders, which will be contributed to CBRE Holding immediately prior to the merger and shares held by stockholders who have perfected their dissenters' rights, which will be subject to appraisal in accordance with Delaware law. As a result of the merger, BLUM CB Corp. will be merged into CB Richard Ellis Services and CB Richard Ellis Services will become a wholly-owned subsidiary of CBRE Holding. A copy of the merger agreement is attached as Appendix A to the accompanying proxy statement.
2.: To transact such other business as may properly come before the special meeting or any adjournment or postponement of the meeting.

Only those stockholders who were holders of record of CB Richard Ellis Services common stock at the close of business on June 13, 2001 will be entitled to notice of, and to vote at, the special meeting and any adjournment or postponement of the meeting. A list of those stockholders will be available for review at the CB Richard Ellis Services principal executive office during normal business hours for a period of ten days before the special meeting.

The adoption of the merger agreement requires the affirmative vote of the following:

•: holders of at least two-thirds of the outstanding shares of CB Richard Ellis Services common stock held by stockholders other than the continuing stockholders and their affiliates on the record date; and
•: holders of a majority of the outstanding shares of CB Richard Ellis Services common stock on the record date.

The continuing stockholders, who are identified in the accompanying proxy statement, have agreed to vote all of the shares of CB Richard Ellis Services common stock owned or controlled by them, which on the record date constituted approximately 39.7% of the outstanding shares of CB Richard Ellis Services common stock, in favor of the adoption of the merger agreement, which votes will be counted for purposes of the second vote described immediately above but not the first vote. A copy of the contribution and voting agreement among CBRE Holding, BLUM CB Corp. and the continuing stockholders is attached as Appendix B to the accompanying proxy statement.

Stockholders of CB Richard Ellis Services who do not vote in favor of adoption of the merger agreement will have the right to seek appraisal of the fair value of their shares if the merger is completed, but only if they submit a written demand for such an appraisal before we take the vote on

the merger agreement and they comply with Delaware law as explained in the accompanying proxy statement.

Your vote is important to us. Whether or not you plan to attend the special meeting in person and regardless of the number of shares of CB Richard Ellis Services common stock that you own, please complete, sign, date and return the enclosed proxy card promptly in the enclosed pre-addressed postage-paid envelope.

Failure to return a properly executed proxy card or vote at the special meeting will have the same effect as a vote against the adoption of the merger agreement.

Your proxy is revocable and will not affect your right to vote in person if you decide to attend the special meeting. Simply attending the special meeting, however, will not revoke your proxy. For an explanation of the procedures for revoking your proxy, see the section of the proxy statement captioned "THE SPECIAL MEETING—Solicitation; Revocation and Use of Proxies." Returning your proxy card without indicating how you want to vote will have the same effect as a vote FOR the adoption of the merger agreement.

If the merger is consummated, you will receive instructions for surrendering your CB Richard Ellis Services common stock certificates in exchange for $16.00 in cash for each share, and a letter of transmittal to be used for this purpose. You should not submit your stock certificates for exchange until you have received the instructions and the letter of transmittal.

By Order Of The Board Of Directors,

James J. Didion
Chairman of the Board

El Segundo, California
June 13, 2001

TABLE OF CONTENTS

		Page
SUMMARY TERM SHEET		1
	The Merger and Related Matters	1
	The Acquisition Companies, the Continuing Stockholders, the Affiliated Directors and Related Arrangements	3
	The Special Meeting and Related Matters	5
	Consequences of the Merger	5
QUESTIONS AND ANSWERS ABOUT THE MERGER		7
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		13
SPECIAL FACTORS		14
	Background of the Merger	14
	Recommendations of the Special Committee and Board of Directors	23
	Reasons for the Special Committee's Determination	24
	Reasons for the Board of Directors' Determination	27
	Fairness of the Merger to Stockholders Other than the Continuing Stockholders and the Acquisition Companies	27
	The Continuing Stockholders' and Affiliated Directors' Purposes and Reasons for the Merger	28
	Position of the Continuing Stockholders and Affiliated Directors	29
	Financial Projections of CB Richard Ellis Services	30
	Opinion of Financial Advisor to the Special Committee	32
	Effects of the Merger	38
	Risk that the Merger Will Not Be Completed	45
	Interests of CB Richard Ellis Services Directors and Executive Officers in the Merger	46
	Financing for the Merger	52
	Anticipated Offerings by CBRE Holding	56
	Litigation	57
	Accounting Treatment of the Merger	57
	Regulatory Matters	58
	Material Federal Income Tax Consequences to Stockholders	58
	Dissenters' Rights of Appraisal	62
	Fees and Expenses	66
	Provisions for Unaffiliated Stockholders	66
THE SPECIAL MEETING		67
	General	67
	Purpose	67
	Votes Required	67
	Solicitation	68
	Revocation and Use of Proxies	68
	Appraisal Rights	69
	Stock Certificates	69
THE MERGER AGREEMENT		70
	The Merger	70
	Effective Time of the Merger	70
	Structure; Merger Consideration	70
	Treatment of Options; Deferred Compensation Plan and Capital Accumulation Plan	71
	Payment for Shares	72

	Transfer of Shares	73
	Officers, Directors and Governing Documents	73
	Representations and Warranties	73
	Conduct of Business Pending the Merger	75
	No Solicitation	76
	Access to Information	77
	Regulatory and Other Consents and Approvals	77
	Financing Arrangements	78
	Conditions to the Merger	78
	Indemnification and Insurance	80
	Amendment and Waiver	80
	Termination of the Merger Agreement	81
	Termination Fee	82
OTHER AGREEMENTS		84
	Contribution and Voting Agreement	84
	Guarantee and Related Agreement	86
	Securityholders' Agreement	87
PRICE RANGE OF COMMON STOCK		89
DIVIDENDS		89
SELECTED CONSOLIDATED FINANCIAL DATA		90
COMMON STOCK PURCHASE INFORMATION		92
	Purchases by CB Richard Ellis Services	92
	Purchases by the Continuing Stockholders	92
	Purchases by the Affiliated Directors	93
DIRECTORS AND EXECUTIVE OFFICERS OF CB RICHARD ELLIS SERVICES		94
INFORMATION ABOUT THE ACQUISITION COMPANIES, THE CONTINUING STOCKHOLDERS AND THE AFFILIATED DIRECTORS		96
	CBRE Holding, Inc.	96
	BLUM CB Corp.	96
	RCBA Strategic Partners, L.P.	96
	FS Equity Partners III, L.P., FS Equity Partners International, L.P.	98
	Ray Wirta	98
	Brett White	99
	Frederic Malek	99
	The Koll Holding Company	99
	General Information	99
PRINCIPAL STOCKHOLDERS AND MANAGEMENT OWNERSHIP		100
OTHER MATTERS		103

FUTURE STOCKHOLDER PROPOSALS			103
WHERE YOU CAN FIND MORE INFORMATION			103

Appendix A	Amended and Restated Agreement and Plan of Merger	A-1
Appendix B	Amended and Restated Contribution and Voting Agreement	B-1
Appendix C	Guarantee Agreement and Supplement	C-1
Appendix D	Letter Agreement	D-1
Appendix E	Section 262 of the Delaware General Corporation Law	E-1
Appendix F	Opinion of Morgan Stanley & Co. Incorporated	F-1

iii

SUMMARY TERM SHEET

This summary term sheet highlights the material terms of the proposed merger, but does not contain all of the information that will be important to you. We urge you to read carefully this entire proxy statement, including the appendices and the other documents we refer to in this proxy statement. In this proxy statement, the terms "CB Richard Ellis Services," "we," "us" and "our" refer to CB Richard Ellis Services, Inc., a Delaware corporation having its principal executive offices at 200 North Sepulveda Boulevard, El Segundo, California 90245, tel. (310) 563-8600.

The Merger and Related Matters

•: The Merger. You are being asked to adopt the merger agreement, by which BLUM CB Corp. will be merged into CB Richard Ellis Services and CB Richard Ellis Services will become a wholly-owned subsidiary of CBRE Holding, Inc. See "THE MERGER AGREEMENT."
•: Payment for Common Stock. In the merger, each outstanding share of CB Richard Ellis Services common stock owned by CB Richard Ellis Services stockholders will be converted into the right to receive $16.00 in cash, except for the shares held by the continuing stockholders, which will be contributed to CBRE Holding immediately prior to the merger in exchange for shares of Class B common stock of CBRE Holding, and shares held by stockholders who have perfected their dissenters' rights, which will be subject to appraisal in accordance with Delaware law. We refer to BLUM CB Corp. and CBRE Holding collectively as the "acquisition companies." See "THE MERGER AGREEMENT."
•: Stockholder Vote. The merger agreement must be adopted by the affirmative vote of the holders, as of the record date, of (1) at least two-thirds of the outstanding shares of CB Richard Ellis Services common stock owned or controlled by persons other than the continuing stockholders, who are listed below under the title "Continuing Stockholders," and their affiliates, and (2) a majority of the outstanding shares of CB Richard Ellis Services common stock. Together, on the record date the continuing stockholders owned or controlled the voting of approximately 39.7% of the outstanding shares of CB Richard Ellis Services common stock, and they have agreed to vote those shares in favor of the merger, which votes will count for purposes of the second vote indicated above but not the first vote indicated above. See "SPECIAL FACTORS—Interests of CB Richard Ellis Services Directors and Executive Officers in the Merger."
•: Recommendation of the Board of Directors. The board of directors unanimously recommends that you vote FOR the adoption of the merger agreement. See "SPECIAL FACTORS—Recommendations of the Special Committee and Board of Directors."
•: Recommendation of the Special Committee. The board of directors made its recommendation after a special committee of directors determined that the merger is fair to, and in the best interests of, the unaffiliated stockholders of CB Richard Ellis Services, and recommended that the board of directors approve the merger agreement and recommend that our stockholders adopt the merger agreement. The special committee consisted of two of our directors who are not officers or employees of CB Richard Ellis Services and who will not retain an economic interest in CB Richard Ellis Services or the acquisition companies following the merger. See "SPECIAL FACTORS—Recommendations of the Special Committee and Board of Directors."
•: Treatment of Options. At the time of the merger, each holder of an option to acquire our common stock, whether or not vested, will have the right to receive, in consideration for the cancellation of his or her options, an amount per share of our common stock subject to the canceled options equal to the greater of (A) the amount by which $16.00 exceeds the exercise price of the option, if any, and (B) $1.00, reduced in each case by applicable withholding taxes. Each holder of an option who does not elect to receive this consideration will continue to hold

his or her options to acquire our common stock after the merger. However, after the merger, we will be a wholly-owned subsidiary of CBRE Holding and our common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934. Accordingly, if any holder exercised his or her options after the merger, the holder would receive common stock of a subsidiary of CBRE Holding, which common stock would be difficult, if not impossible, to sell. See "THE MERGER AGREEMENT—Treatment of Options; Deferred Compensation Plan and Capital Accumulation Plan."

•: Treatment of DCP Stock Fund Units. At the time of the merger, our deferred compensation plan, or DCP, will be amended to provide that each stock fund unit in the DCP will thereafter represent the right to receive one share of Class A common stock of CBRE Holding. Each participant in the DCP who is one of our employees or one of our independent contractors in the states of California, New York, Illinois or Washington and holds stock fund units that have vested prior to the merger will be required to elect between (A) having the vested stock fund units converted in the merger, based upon a value of $16.00 per stock fund unit, into the interest index fund alternative or any of the insurance mutual fund alternatives that are available under the DCP, and (B) continuing to hold the vested stock fund units in the DCP. Each participant in the DCP who is not one of our employees or one of our independent contractors in the states of California, New York, Illinois or Washington and holds stock fund units that have vested prior to the merger must choose to have the vested stock fund units converted in the merger, based upon a value of $16.00 per stock fund unit, into the interest index fund alternative or any of the insurance mutual fund alternatives that are available under the DCP. All stock fund units
that have not vested prior to the merger, including any that may vest as a result of the merger, will continue as stock fund units after the merger. The election by holders of vested stock fund units who are our employees or our independent contractors in the states of California, New York, Illinois or Washington will be made available by CBRE Holding to those persons solely pursuant to a valid prospectus complying with all applicable securities laws. This proxy statement is not an offer to sell, or a solicitation of an offer to buy, any of our securities or the securities of CBRE Holding. See "THE MERGER AGREEMENT—Treatment of Options; Deferred Compensation Plan and Capital Accumulation Plan."
•: Treatment of Shares Held in Our Capital Accumulation Plan. At the time of the merger, each participant in our Capital Accumulation Plan, which is our 401(k) plan, with an account balance invested in the Company Stock Fund under the Capital Accumulation Plan, will receive, in exchange for the participant's shares of our common stock in the Company Stock Fund, an amount equal to (A) the number of those shares multiplied by (B) $16.00. Each participant in the Capital Accumulation Plan who is one of our U.S. employees at the time of the merger will have the opportunity, provided that a registration statement that has been filed by CBRE Holding has been declared effective by the Securities and Exchange Commission, to invest in shares of the Class A common stock of CBRE Holding to be held in the Capital Accumulation Plan, based on a per share price equal to $16.00, subject to the following limitations: (1) the value of the CBRE Holding shares held in the participant's 401(k) account may not exceed 50% of the total value of the participant's 401(k) account; and (2) if the total number of CBRE Holding shares requested to be purchased in the 401(k) plan by participants exceeds 50% of the total number of shares of CB Richard Ellis Services common stock held in the 401(k) plan as of April 1, 2001, then the number of CBRE Holding shares each participant may purchase to hold in the participant's 401(k) account may not exceed the participant's pro rata portion, based on the number of shares requested by the participant, of the total shares requested to be purchased by all participants. This opportunity to acquire shares of CBRE Holding Class A common stock will be made available by CBRE Holding to eligible Capital Accumulation Plan participants solely pursuant to a valid prospectus complying with all applicable securities laws. This proxy statement is not an offer to sell, or a solicitation of an offer to buy, any of our securities or the

securities of CBRE Holding. See "THE MERGER AGREEMENT—Treatment of Options; Deferred Compensation Plan and Capital Accumulation Plan."

•: Interests of Our Directors and Officers. Some of our directors and officers, including the continuing stockholders identified below, have interests in the merger that are different from, or in addition to, the interests that apply to our stockholders generally. See "SPECIAL FACTORS—Interests of CB Richard Ellis Services Directors and Executive Officers in the Merger."
•: Opinion of Financial Advisor. The special committee and the board of directors received an opinion on February 23, 2001, from Morgan Stanley & Co. Incorporated, or "Morgan Stanley," the financial advisor to the special committee, that, as of that date and subject to and based on the considerations stated in its opinion, the $16.00 per share consideration to be received by our unaffiliated stockholders in the merger was fair from a financial point of view to those holders. See "SPECIAL FACTORS—Opinion of Financial Advisor to the Special Committee."
•: Other Offers. Under specified circumstances, the board of directors or the special committee may terminate the merger agreement and pay a termination fee if CB Richard Ellis Services desires to accept a proposal for an alternative transaction. See "THE MERGER AGREEMENT—No Solicitation" and "—Termination Fee."
•: Tax Consequences. Generally, the consideration received in the merger will be taxable for U.S. federal income tax purposes. You will recognize taxable gain or loss in the amount of the difference between $16.00 and your adjusted tax basis for each share of CB Richard Ellis Services common stock that you own. However, special tax consequences may apply if you participate in the offering to acquire shares of CBRE Holding Class A common stock, described below. See "SPECIAL FACTORS—Material Federal Income Tax Consequences to Stockholders."
•: Conditions. The merger agreement and the transactions contemplated by the merger agreement are subject to (1) approval by the holders of a majority of the outstanding shares of our common stock and approval by the holders of two-thirds of the outstanding shares of our common stock held by stockholders other than the continuing stockholders and their affiliates, (2) the receipt of debt financing by the acquisition companies, (3) the receipt of consents from the holders of a majority of the outstanding principal amount of our 8⁷/8% senior subordinated notes to amend the indenture governing these notes, and (4) specified other conditions. See "THE MERGER AGREEMENT—Conditions to the Merger."

The Acquisition Companies, the Continuing Stockholders, the Affiliated Directors and Related Arrangements

•: The Acquisition Companies. BLUM CB Corp. is a newly-formed Delaware corporation that is wholly owned by CBRE Holding, Inc. CBRE Holding, which is also a newly-formed Delaware corporation, will be wholly owned by the continuing stockholders immediately prior to consummation of the merger. We refer to BLUM CB and CBRE Holding collectively as the "acquisition companies." See "INFORMATION ABOUT THE ACQUISITION COMPANIES, THE CONTINUING STOCKHOLDERS AND THE AFFILIATED DIRECTORS."
•: Continuing Stockholders. Several of our current stockholders will own, after the merger, a majority of the stock of CBRE Holding, which will be the sole stockholder of CB Richard Ellis Services after the merger. These stockholders, who we refer to as the "continuing stockholders," are:
•: RCBA Strategic Partners, L.P., or "RCBA Strategic Partners," which is an affiliate of BLUM Capital Partners, L.P. and our director Richard Blum;

•

FS Equity Partners III, L.P. and FS Equity Partners International, L.P., which are affiliates of Freeman Spogli & Co. Incorporated, or "Freeman Spogli," and our director Bradford Freeman;

•

Ray Wirta, who is one of our directors and our Chief Executive Officer;

•

Brett White, who is one of our directors and our Chairman of the Americas;

•

The Koll Holding Company, which is an affiliate of our director Donald Koll; and

•

Frederic Malek, who is one of our directors.

We also refer to Messrs. Blum, Freeman and Koll as the "affiliated directors."

See "INFORMATION ABOUT THE ACQUISITION COMPANIES, THE CONTINUING STOCKHOLDERS AND THE AFFILIATED DIRECTORS."

•

Shares Owned by the Continuing Stockholders. As of the record date for the special meeting, the continuing stockholders owned or controlled the voting of an aggregate of 8,052,087 shares, or 39.7%, of the outstanding CB Richard Ellis Services common stock. They also held, as of the record date, options and warrants to purchase an additional 517,340 shares of CB Richard Ellis Services common stock. Pursuant to a contribution and voting agreement discussed below, immediately prior to the merger, each of the continuing stockholders will contribute all of the shares of outstanding CB Richard Ellis Services common stock that they own or control to CBRE Holding and CBRE Holding will issue an equal number of shares of its Class B common stock to the continuing stockholders. Each option then held by the continuing stockholders upon the consummation of the merger will be treated in the manner described above under the title "Treatment of Options." All of the warrants to acquire our common stock held by the continuing stockholders will be cancelled, although specified continuing stockholders will receive consideration for these cancellations. See "SPECIAL FACTORS—Interests of

CB Richard Ellis Services Directors and Executive Officers in the Merger" and "PRINCIPAL STOCKHOLDERS AND MANAGEMENT OWNERSHIP."

•

Other Interests of the Continuing Stockholders. Upon consummation of the merger, two of the continuing stockholders, Ray Wirta, our director and Chief Executive Officer, and Brett White, our director and Chairman of the Americas, will enter into employment agreements with CBRE Holding. Also upon consummation of the merger, pursuant to the contribution and voting agreement, CBRE Holding will issue warrants to purchase shares of Class B common stock of CBRE Holding to the continuing stockholders affiliated with Freeman Spogli pursuant to the terms and conditions set forth in a warrant agreement. In addition, pursuant to the contribution and voting agreement entered into by the continuing stockholders, upon the consummation of the merger, we will reimburse each of the continuing stockholders for any costs and expenses incurred by them in connection with the merger, as well as pay a transaction fee of $3 million to the general partner of RCBA Strategic Partners or its designee and a transaction fee of $2 million to Freeman Spogli or its designee. Also pursuant to the contribution and voting agreement, warrants to acquire 55,936 shares of CB Richard Ellis Services common stock that are beneficially owned by both Ray Wirta and Donald Koll, who is one of our directors, and warrants to acquire 29,052 shares of CB Richard Ellis Services common stock that are beneficially owned by Donald Koll, will be converted into the right to receive $1.00 per share of our common stock underlying the warrants. See "SPECIAL FACTORS—Interests of CB Richard Ellis Services Directors and Executive Officers in the Merger."

•

Contribution and Voting Agreement. The continuing stockholders have entered into a contribution and voting agreement among themselves and the acquisition companies under which they agreed to vote all the shares of our common stock that they own, and any shares as to which they control the voting, in favor of the merger agreement, except under specified circumstances. Also

pursuant to the contribution and voting agreement, the continuing stockholders have agreed to contribute all of the shares of CB Richard Ellis Services common stock that they hold or control, to CBRE Holding and CBRE Holding will issue an equal number of shares of its Class B common stock to the continuing stockholders. In addition, at the time of the closing, RCBA Strategic Partners or its affiliates will purchase for cash, at a price of $16.00 per share, an aggregate amount of shares of CBRE Holding Class B common stock equal to between approximately $41 million and $93 million in value. The exact number of shares purchased for cash by RCBA Strategic Partners or its affiliates will depend upon, among other things, the total number of shares purchased by employees of CB Richard Ellis Services in the anticipated offerings referred to below under the title "Offering to Employees." This proxy statement is not an offer to sell, or a solicitation of an offer to buy, any of our securities or the securities of CBRE Holding. See "SPECIAL FACTORS—Interests of CB Richard Ellis Services Directors and Executive Officers in the Merger."

The Special Meeting and Related Matters

•: Special Meeting. The vote of our stockholders on the adoption of the merger agreement will occur at a special meeting of our stockholders that will be held at 8:30 a.m., local time, on July 18, 2001 at The Sheraton Gateway Hotel, 6101 West Century Boulevard, Los Angeles, California. See "THE SPECIAL MEETING."
•: Eligibility to Vote. Holders of CB Richard Ellis Services common stock at the close of business on June 13, 2001, the record date for the special meeting, may vote at the special meeting in person or by proxy. See "THE SPECIAL MEETING."
•: Voting Procedures. In order to cast a vote on the merger, or change a proxy you have already sent to us, you must follow the procedures described in this proxy statement under "THE SPECIAL MEETING."
•: Appraisal Rights. You may dissent from the merger and seek appraisal of the fair value of your shares, but only if you comply with all requirements of Delaware law summarized in this proxy statement under "SPECIAL FACTORS—Dissenters' Rights of Appraisal" and attached as Appendix E to this proxy statement.

Consequences of the Merger

•: After the Merger. This is a "going private" transaction and upon completion of the merger, CB Richard Ellis Services will be a wholly-owned subsidiary of CBRE Holding and will no longer be a publicly-traded company. Unless you are an eligible employee or independent contractor of CB Richard Ellis Services or its subsidiaries at the time of the closing of the merger agreement and you decide to participate in the offerings described below, you will not own any CB Richard Ellis Services common stock or common stock of either of the acquisition companies after completion of the merger. See "SPECIAL FACTORS—Interests of CB Richard Ellis Services Directors and Executive Officers in the Merger."
•: Offerings to Employees. Pursuant to a registration statement and related prospectuses that have been filed with the Securities and Exchange Commission, CBRE Holding anticipates offering shares of its Class A common stock and options to acquire shares of its Class A common stock to eligible employees and independent contractors of CB Richard Ellis Services and its subsidiaries, which shares will include shares to be held in the CB Richard Ellis Services 401(k) plan, shares underlying stock fund units in the CB Richard Ellis Services deferred compensation plan and shares underlying stock options. These offerings will only be made pursuant to a valid prospectus complying with applicable securities laws. This proxy statement is not an offer to sell, or a solicitation of an offer to buy, any of our securities or the securities of CBRE Holding. See "SPECIAL FACTORS—Anticipated Offerings by CBRE Holding."

Contact for Questions

If you have any questions about the merger, the special meeting or any of the matters described in this proxy statement, you should contact our proxy solicitor, Innisfree M&A Incorporated, at:

Innisfree M&A Incorporated
501 Madison, 20th Floor
New York, New York 10022
Telephone: (212) 750-5833 (for banks and brokers)
(888) 750-5834 (toll-free for stockholders)

QUESTIONS AND ANSWERS ABOUT THE MERGER

The following questions and answers briefly address some commonly asked questions about the merger. They may not include all the information that is important to you. We urge you to read carefully this entire proxy statement, including the appendices and the other documents we refer to in this proxy statement.

Q:: What am I being asked to vote upon?
A:: You are being asked to adopt a merger agreement that provides for BLUM CB Corp. to be merged into CB Richard Ellis Services. BLUM CB Corp., a newly-formed Delaware corporation, is wholly owned by CBRE Holding, Inc., also a newly-formed Delaware corporation. If the merger is completed, CB Richard Ellis Services will be a wholly-owned subsidiary of CBRE Holding and will no longer be a publicly-traded corporation and you will no longer own shares of CB Richard Ellis Services common stock or stock of BLUM CB Corp. or CBRE Holding.
Q:: What will I receive for my CB Richard Ellis Services common stock if the merger is completed?
A:: Each of your shares of CB Richard Ellis Services common stock will be converted automatically into the right to receive $16.00 in cash, without interest or any other payment, except that if you perfect your dissenters' rights your shares will be subject to appraisal in accordance with Delaware law.
Q:: What do the special committee of the board of directors and the board of directors recommend regarding the merger agreement?
A:: A special committee of our board of directors has unanimously determined that the proposed merger is fair to and in the best interests of our unaffiliated stockholders. The special committee consists entirely of directors who are not officers or employees of CB Richard Ellis Services, and who will not have an economic interest in CB Richard Ellis Services or CBRE Holding following the merger. Based on the recommendation of the special committee, our board of directors has unanimously determined that the proposed merger is fair to and in the best interests of our unaffiliated stockholders. The special committee and the board of directors both unanimously recommend that you vote for the adoption of the merger agreement.
Q:: Do any members of the board of directors or management of CB Richard Ellis Services have interests in the merger that may be different from my interest as a stockholder?
A:: Some of our directors and officers, including those that are continuing stockholders or affiliated directors, have interests in the merger that are different from, or in addition to, the interests of our stockholders generally. For additional information regarding these interests, you should read the section of this proxy statement titled "SPECIAL FACTORS—Interests of CB Richard Ellis Services Directors and Executive Officers in the Merger."
Q:: Why did the board of directors form the special committee?
A:: Our board of directors formed the special committee because a majority of the members of our board of directors consist of persons who are, or are affiliated with, the continuing stockholders, or are employees or former employees of CB Richard Ellis Services. Both of the members of the special committee, Stanton Anderson and Paul Leach, are directors who are not officers or employees of CB Richard Ellis Services and who will not retain an economic interest in CB Richard Ellis Services or the acquisition companies following the merger. The special committee independently selected and retained legal and financial advisors to assist it.

Q:

Who are the continuing stockholders?

A:

The continuing stockholders, who will contribute shares of CB Richard Ellis Services owned by them to CBRE Holding in exchange for shares of CBRE Holding rather than receive $16.00 per share in cash, are:

•: RCBA Strategic Partners, L.P., which is an affiliate of BLUM Capital Partners, L.P. and our director Richard Blum;
•: FS Equity Partners III, L.P. and FS Equity Partners II International, L.P., who are affiliates of Freeman Spogli & Co. Incorporated and our director Bradford Freeman;
•: Ray Wirta, who is one of our directors and our Chief Executive Officer;
•: Brett White, who is one of our directors and our Chairman of the Americas;
•: The Koll Holding Company, which is an affiliate of our director Donald Koll; and
•: Frederic Malek, who is one of our directors.

Q:

Who are the affiliated directors?

A:

The affiliated directors are those of our directors who are affiliated with continuing stockholders, though not themselves continuing stockholders. Specifically, the affiliated directors are:

•: Richard Blum, who is affiliated with RCBA Strategic Partners, L.P.;
•: Bradford Freeman, who is affiliated with FS Equity Partners III, L.P. and FS Equity Partners International, L.P.; and
•: Donald Koll, who is affiliated with The Koll Holding Company.

Q:

What will happen to the shares, options and warrants held by the continuing stockholders?

A:

Each of the continuing stockholders will contribute the shares of our common stock that he or it owns or controls to CBRE Holding immediately prior to the effective time of the merger in exchange for an equal number of shares of Class B common stock of CBRE Holding. The shares of our common stock held by CBRE Holding at the effective time of the merger will be cancelled and CBRE Holding will not receive any payment for those shares. The options to acquire our common stock held by the continuing stockholders will be treated the same as the options held by our other stockholders. All warrants to acquire our common stock, including those held by the continuing stockholders, will effectively be terminated in connection with the merger. However, CBRE Holding has agreed to issue, at the time of the merger, warrants to acquire CBRE Holding Class B common stock to the continuing stockholders affiliated with Freeman Spogli that currently hold warrants to acquire our common stock. In addition, CBRE Holding has agreed with Ray Wirta and The Koll Holding Company to pay to them $1 per share of our common stock underlying the warrants that they currently own.

Q:

Are there conditions to the completion of the merger?

A:

Yes. Before completion of the transactions contemplated by the merger agreement, CB Richard Ellis Services and the acquisition companies must fulfill or waive several closing conditions, including:

•: adoption of the merger agreement by the holders of two-thirds of our outstanding shares held by stockholders other than the continuing stockholders and their affiliates and by the holders of a majority of the outstanding shares of our common stock;
•: the receipt of debt financing by the acquisition companies;

•: the receipt of consents from the holders of a majority of the outstanding principal amount of our 8⁷/8% senior subordinated notes to amend the indenture governing those notes;
•: the accuracy of representations and warranties made by the parties;
•: the fulfillment by the parties of various contractual obligations;
•: the absence of material adverse changes to CB Richard Ellis Services; and
•: other customary closing conditions.

If these conditions are not satisfied or waived the merger will not be completed even if our stockholders vote to adopt the merger agreement.

Q:: When do you expect the merger to be completed?
A:: We are working toward completing the merger as quickly as possible. We expect to complete the merger on or about July 18, 2001.
Q:: Will I owe any U.S. federal income tax as a result of the merger?
A:: The receipt of cash for shares of CB Richard Ellis Services common stock in the merger will generally be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local, foreign or other tax laws. Generally, for U.S. federal income tax purposes you will recognize gain or loss equal to the difference between $16.00 per share and your adjusted tax basis for the shares of CB Richard Ellis Services common stock that you owned immediately before the merger. For U.S. federal income tax purposes, this gain or loss generally would be a capital gain or loss if you held the shares as a capital asset. However, special tax consequences may apply if you participate in the offering to acquire shares of CBRE Holding Class A common stock, described in "SPECIAL FACTORS—Anticipated Offerings by CBRE Holding."

Tax matters are very complicated and the tax consequences of the merger to you will depend on the facts of your own situation. You should consult your tax advisor for a full understanding of the tax consequences of the merger to you.

Q:

When and where is the special meeting?

A:

The special meeting of CB Richard Ellis Services stockholders will be held at 8:30 a.m., local time, on July 18, 2001, at The Sheraton Gateway Hotel, 6101 West Century Boulevard, Los Angeles, California.

Q:

Who can vote on the merger agreement?

A:

Holders of our common stock at the close of business on June 13, 2001, the record date for the special meeting, may vote in person or by proxy on the merger agreement at the special meeting.

Q:

What vote is required to adopt the merger agreement?

A:

The merger agreement must be adopted:

•: by the affirmative vote of the holders of at least two-thirds of the outstanding shares of our common stock held by stockholders other than the continuing stockholders and their affiliates, and
•: by the affirmative vote of the holders of at least a majority of the outstanding shares of our common stock.

Q:

Have any stockholders agreed to vote in favor of the adoption of the merger agreement?

A:

Yes. The continuing stockholders have entered into a contribution and voting agreement with each other and the acquisition companies under which the continuing stockholders, subject to exceptions, agreed to vote the shares of CB Richard Ellis Services common stock that they own or control in favor of the adoption of the merger agreement. These votes would count for purposes of the second vote indicated in the immediately preceding question but not for the first vote indicated. On the record date for the special meeting, the continuing stockholders owned or controlled 8,052,087 shares of our common stock, representing approximately 39.7% of the outstanding shares. A copy of the contribution and voting agreement is attached as Appendix B to this proxy statement.

Q:

What will I receive if I hold options to acquire CB Richard Ellis Services common stock?

A:

For each share of CB Richard Ellis Services common stock underlying options that you hold you will be entitled to receive the greater of (A) the amount by which $16.00 exceeds the exercise price of your option, if any, and (B) $1.00, reduced in each case by applicable withholding taxes. If you do not elect to receive the consideration described in the previous sentence for your options, then you will continue to hold your options to acquire our common stock after the merger. However, after the merger, we will be a wholly-owned subsidiary of CBRE Holding and our common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934. Accordingly, if you exercised your options after the merger, you would receive common stock of a subsidiary of CBRE Holding, which common stock would be difficult, if not impossible, to sell. See "THE MERGER AGREEMENT—Treatment of Options; Deferred Compensation Plan and Capital Accumulation Plan."

Q:

What will I receive if I hold CBRE stock fund units in the CB Richard Ellis Services deferred compensation plan?

A:

If you are one of our U.S. employees or one of our independent contractors in the states of California, New York, Illinois or Washington, you will be required to elect to have your stock fund units that have vested prior to the merger treated in one of the following ways:

•: You can have the vested stock fund units converted at the time of the merger, based upon a value of $16.00 per stock fund unit, into the interest index fund alternative or any of the insurance mutual fund alternatives that are available under the DCP.
•: You can continue to hold your vested stock fund units in your account under the DCP; however, the DCP will be amended at the time of the merger so that your stock fund units will thereafter represent the right to receive an equal number of shares of Class A common stock of CBRE Holding and no longer represent the right to receive common stock of CB Richard Ellis Services.

Please note that CBRE Holding will be making this choice available to eligible DCP participants only pursuant to a valid prospectus complying with applicable securities laws, and that prospectus will be provided to DCP participants by CBRE Holding prior to the merger.

If you are not one of our U.S. employees or one of our independent contractors in the states of California, New York, Illinois or Washington, you will be required to choose to have your stock fund units that have vested prior to the merger converted at the time of the merger into the interest index fund alternative or any of the insurance mutual fund alternatives that are available under the DCP.

All participants' stock fund units that have not vested prior to the merger, including any that may vest as a result of the merger, will continue to be held in their accounts under the DCP. However, after the merger unvested CB Richard Ellis Services stock fund units will represent the right to

receive an equal number of shares of Class A common stock of CBRE Holding and will no longer represent the right to receive common stock of CB Richard Ellis Services.

This proxy statement is not an offer to sell, or a solicitation of an offer to buy, any of our securities or the securities of CBRE Holding.

Q:: What will I receive if I have an account balance in the CB Richard Ellis Services capital accumulation plan invested in CB Richard Ellis Services common stock?
A:: Each of the shares of CB Richard Ellis Services common stock that you hold in the current CB Richard Ellis Services Capital Accumulation Plan, our 401(k) plan, will be canceled and converted automatically into the right to receive $16.00 in cash, without interest or any other payment, except that if you perfect your dissenters' rights your shares will be subject to appraisal in accordance with Delaware law. If you are one of our U.S. employees at the time of the merger and you have a 401(k) plan account, you will be permitted to invest in shares of Class A common stock of CBRE Holding to be held in an amended version of the 401(k) plan, based on a share price equal to $16.00, subject to two limitations: (1) the value of the CBRE Holding shares held in your 401(k) account may not exceed 50% of the total value of your 401(k) account, and (2) if the total number of CBRE Holding shares requested to be purchased in the 401(k) plan by participants exceeds 50% of the total number of shares of CB Richard Ellis Services common stock held in the 401(k) plan as of April 1, 2001, then the number of CBRE Holding shares you may purchase to hold in your 401(k) account may not exceed your pro rata portion, based on number of shares requested, of the total shares requested to be purchased by all participants. Please note that CBRE Holding will allow these eligible persons to invest in its shares held in the amended 401(k) plan only pursuant to a valid prospectus complying with applicable securities laws, and that prospectus will be provided to the participants by CBRE Holding prior to the merger. This proxy statement is not an offer to sell, or a solicitation of an offer to buy, any of our securities or the securities of CBRE Holding.
Q:: What do I need to do now?
A:: After you have carefully reviewed this proxy statement, please mark your vote on the accompanying proxy card and sign and mail it in the enclosed return envelope as soon as possible. This will ensure that your shares will be represented at the special meeting. If you sign and send in the proxy card and do not indicate how you want to vote, your proxy will be voted FOR the adoption of the merger agreement. If you do not vote by either sending in your proxy card or voting in person at the special meeting, it will have the same effect as a vote AGAINST the adoption of the merger agreement.
Q:: If my shares are held in "street name" by my broker, will my broker vote my shares for me?
A:: Your broker will vote your shares only if you provide written instructions as to how to vote your shares. You should follow the directions provided by your broker regarding how to instruct your broker to vote your shares. Without instructions, your shares will not be voted by your broker and the failure to vote will have the same effect as a vote AGAINST the approval and adoption of the merger agreement.
Q:: What rights do I have to dissent from the merger?
A:: If you wish, you may dissent from the merger and seek an appraisal of the fair value of your shares, but only if you comply with the requirements of Delaware law which are attached as Appendix E to this proxy statement and which are summarized in the section of this proxy statement titled "SPECIAL FACTORS—Dissenters' Rights of Appraisal." Based on the determination of the Delaware Court of Chancery, the appraised fair value of your shares of our

common stock, which will be paid to you if you properly perfect your appraisal rights, may be more than, less than or equal to the $16.00 per share to be paid in the merger.

Q:

Can I change my vote after I have mailed my signed proxy card?

A:

Yes. You can change your vote at any time before the vote is taken at the special meeting. If you are the record holder of your shares, you can do this in one of the following three ways:

•: you can send a written notice to us dated later than your proxy card stating that you would like to revoke your current proxy;
•: you can complete and submit a new proxy card dated later than your original proxy card; or
•: you can attend the special meeting and vote in person.

If you choose to submit a notice of revocation or a new proxy card you must send it to the Secretary of CB Richard Ellis Services at 200 North Sepulveda Boulevard, El Segundo, California 90245. CB Richard Ellis Services must receive the notice or new proxy card before the vote is taken at the special meeting. If you hold your shares in "street name" and have instructed a broker to vote your shares, you must follow the directions received from your broker as to how to change your vote.

Q:: Should I send in my stock certificates now?
A:: No. If the merger is completed, we will promptly send you written instructions for sending in your stock certificates in exchange for the $16.00 per share cash payment for your shares.
Q:: Who can help answer my questions?
A:: The information provided above in the summary term sheet and in the "question and answer" format is for your convenience only and is merely a summary of the information contained in this proxy statement. You should carefully read this entire proxy statement, including the attached appendices and the documents we refer to in this proxy statement. If you have more questions about the merger you should contact our proxy solicitor:

Innisfree M&A Incorporated
501 Madison, 20th Floor
New York, New York 10022
Telephone: (212) 750-5833 (for banks and brokers)
(888) 750-5834 (toll-free for stockholders)

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

We have made forward-looking statements in this proxy statement and the documents incorporated by reference in this proxy statement that are not historical facts but rather reflect current expectations concerning future results and events. When used in this proxy statement, the words "believes," "expects," "intends," "plans," "anticipates," likely," "will," and similar expressions identify the forward-looking statements." These forward-looking statements are subject to risks, uncertainties and other factors, some of which are beyond our control, that could cause actual results and events to differ materially from those forecast or anticipated in the forward-looking statements. These risks, uncertainties and other factors include, but are not limited to, the following:

•: changes in interest rates, and the availability, cost and terms of financing;
•: the outcomes of pending lawsuits against us;
•: economic conditions generally;
•: demand for the services that we provide;
•: competition;
•: our ability to attract and retain qualified personnel;
•: changes in business strategy or development plans; and
•: other factors discussed elsewhere in this proxy statement and in the documents that we file with the Securities and Exchange Commission.

You are cautioned not to place undue reliance on forward-looking statements, which reflect management's view only as of the date of this proxy statement or as of such earlier date as indicated in this proxy statement. All forward-looking statements included in this proxy statement and all subsequent forward-looking statements attributable to CB Richard Ellis Services or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. We do not intend to update or revise these statements to reflect events or circumstances existing after the date of this proxy statement or to reflect the occurrence of unanticipated events, except as required by law.

SPECIAL FACTORS

Background of the Merger

Our board of directors has periodically evaluated our business and operations, as well as the strategic direction and prospects of our business. In connection with this process, during the early and middle part of 1999 our board and members of our management considered the possibility of a strategic transaction involving us and another publicly-traded real estate services company and had discussions with that company's representatives concerning such a possibility. These discussions ended with our board deciding not to pursue the possibility of a transaction with the other company at that time. In February 2000, our representatives and representatives of the other company entered into new discussions concerning a variety of business possibilities involving both of our companies. These discussions ended in May 2000 without a decision to pursue any of those possibilities.

Richard Blum, who is a managing member of the general partner of RCBA Strategic Partners, L.P., has been a member of our board of directors since 1993. On November 8, 1999, RCBA Strategic Partners and various of its affiliates purchased an aggregate of 1,283,700 shares of our common stock in the open market. As a result of these purchases, RCBA Strategic Partners and these affiliates acquired beneficial ownership of approximately 7.7% of our outstanding common stock at that time. In addition, on January 4 and 5, 2000, RCBA Strategic Partners and its affiliates purchased an additional 1,677,800 shares of our common stock in the open market, which resulted in RCBA Strategic Partners and these affiliates having beneficial ownership of an aggregate of approximately 15.8% of our outstanding common stock at that time.

In connection with their monitoring of their investment in our common stock, RCBA Strategic Partners and its affiliates regularly reviewed our operating performance and prospects, as well as our financial condition. RCBA Strategic Partners and its affiliates also regularly reviewed the status and performance of their investment. In connection with these reviews, in July 2000, RCBA Strategic Partners began to evaluate the possibility of pursuing an acquisition of CB Richard Ellis Services. In late July 2000, representatives of RCBA Strategic Partners met with Ray Wirta, who is our Chief Executive Officer, and Brett White, who is our Chairman of the Americas, to discuss the possibility of pursuing such an acquisition.

Throughout the month of August 2000, representatives of RCBA Strategic Partners and Messrs. Wirta and White had numerous further conversations regarding the possibility of such a transaction. In addition, in order to assess the possibility of obtaining financing for any potential acquisition proposal, beginning in late August 2000, representatives of RCBA Strategic Partners and its affiliates entered into discussions with Credit Suisse First Boston, or "CSFB," and other financial institutions. In addition, in early September 2000, Mr. Wirta contacted Freeman Spogli to advise them of the possibility of a transaction involving us and the conversations that had occurred with representatives of RCBA Strategic Partners.

As part of its evaluation of the possibility of pursuing an acquisition of CB Richard Ellis Services, in September of 2000 RCBA Strategic Partners engaged Bain & Company to assist RCBA Strategic Partners in its analysis of the real estate services industry generally and our business and operations in particular. In addition, RCBA Strategic Partners also engaged Arthur Andersen LLP to assist RCBA Strategic Partners in conducting their accounting and tax due diligence review of CB Richard Ellis Services, and instructed its legal counsel, Simpson Thacher & Bartlett, to conduct a preliminary legal due diligence review of CB Richard Ellis Services.

On September 21, 2000, CSFB delivered a draft of a commitment letter to RCBA Strategic Partners containing the terms and conditions upon which CSFB would agree to provide debt financing for a possible acquisition of CB Richard Ellis Services by RCBA Strategic Partners and its affiliates. During September and October 2000, RCBA Strategic Partners also had discussions with other

potential debt financing sources for a possible transaction involving CB Richard Ellis Services. In connection with the review by RCBA Strategic Partners of the financing alternatives that might be available if it were to pursue a transaction, James Leonetti, who is our chief financial officer, and Walter Stafford, who is our general counsel, provided comments regarding some of the terms of the potential debt financings.

In late September, representatives of RCBA Strategic Partners contacted representatives of Freeman Spogli to determine whether they would be interested in participating in a going private transaction involving our company. Subsequent to these conversations, on September 25, 2000, representatives of Freeman Spogli met with Ray Wirta to discuss the possibility of a going private transaction involving us. The Freeman Spogli representatives indicated to Mr. Wirta that Freeman Spogli would continue to consider the matter and that they would provide their views on whether Freeman Spogli would participate in such a transaction within a month.

During late September and during October, Bain & Company, Arthur Andersen and Simpson Thacher & Bartlett were provided access to various public and non-public information relating to us and had numerous conversations regarding us with selected members of our senior management. Members of management spoken to were Messrs. Wirta, White, Stafford and Leonetti. During the week of October 9, 2000, each of Bain & Company and Arthur Andersen communicated to RCBA Strategic Partners on the results of their review through that date.

In October 2000 representatives of RCBA Strategic Partners and its affiliates entered into discussions with representatives of Freeman Spogli regarding the terms upon which the parties might cooperate in a potential acquisition of CB Richard Ellis Services. During the same period, representatives of RCBA Strategic Partners and its affiliates also began discussing with Messrs. Wirta and White the terms upon which they would be willing to participate in a potential transaction, including the possible terms of employment agreements and equity-based compensation. On October 16, 2000, representatives of RCBA Strategic Partners and its affiliates, including Richard Blum, and representatives of Freeman Spogli, including Bradford Freeman, met with Mr. Wirta and other CB Richard Ellis Services directors, including Gary Wilson and Frederic Malek by telephone conference, to discuss the possibility of a going private transaction involving CB Richard Ellis Services. It was concluded that the possibility should be further analyzed and discussed. During October 2000, RCBA Strategic Partners also continued to prepare and review various financial and operating analyses relating to a potential acquisition of CB Richard Ellis Services.

During late October and early November RCBA Strategic Partners, Freeman Spogli, Messrs. Wirta and White and the other continuing stockholders continued to negotiate the terms on which they might be willing to make a proposal to acquire us, resulting in final drafts of a proposal letter to our board of directors and a letter agreement among the continuing stockholders being prepared by Friday, November 10, 2000. Also during early November, RCBA Strategic Partners continued to negotiate with CSFB regarding the terms upon which CSFB would be willing to provide debt financing for an acquisition proposal by the continuing stockholders. On November 9, 2000, CSFB delivered to RCBA Strategic Partners a revised commitment letter indicating the revised terms upon which it would provide debt financing. In addition, as of that date, a draft term sheet regarding the terms of employment and compensation for Messrs. Wirta and White, as well as possibly other members of CB Richard Ellis Services' management, was still being negotiated.

On November 10, 2000 the investment committee of the general partner of RCBA Strategic Partners met and approved the submission to our board of directors by BLUM CB Corp. of a proposal to acquire all of our outstanding common stock not owned by the continuing stockholders. On the same day, the principals of Freeman Spogli met and similarly approved the submission of the proposal by BLUM CB Corp. Following such approvals, each of the continuing stockholders entered into a letter agreement in which they agreed that BLUM CB Corp. would make the proposal to our board of

directors to acquire all of our outstanding common stock not owned by the continuing stockholders. The letter agreement also set forth various obligations of the continuing stockholders relating to the proposal, including their obligation to support the proposal.

On November 10, 2000 BLUM CB Corp., on behalf of the continuing stockholders, made a written proposal to us to acquire all of our shares of common stock not already owned by the continuing stockholders in a cash merger at a per share price of $15.50. The proposal was accompanied by the letter agreement among the continuing stockholders entered into on November 10, 2000. The proposal also stated that it would terminate on December 1, 2000 unless previously accepted.

At a special telephonic meeting of our board of directors on November 10, 2000 our board of directors discussed the proposal, established a special committee of the board and appointed Messrs. Anderson and Leach as the members of the special committee. Our board also delegated to the special committee the power to, among other things:

•: review and evaluate the proposal submitted by BLUM CB Corp. and accept, reject or negotiate that proposal;
•: receive or solicit, and then consider and negotiate, alternative proposals or determine not to enter into any transaction;
•: retain advisors;
•: determine whether any transaction is fair to and in the best interest of CB Richard Ellis Services and its stockholders; and
•: recommend action to the board of directors regarding a transaction.

Our board also approved a press release announcing the proposal. The press release was issued on November 13, 2000.

Between November 13 and December 6, 2000, five putative class actions were filed in Delaware state court by various stockholders against us, our directors and the continuing stockholders and various of their affiliates. A similar action was also filed on November 17, 2000 in California state court. These actions all alleged that BLUM CB Corp.'s proposal price was unfair and inadequate and sought injunctive relief or rescission of the transaction and, in the alternative, money damages.

On November 14, 2000 BLUM CB Corp., at the request of Mr. Anderson, provided the special committee with a copy of the November 9, 2000 commitment letter of CSFB. This commitment letter, which had not been accepted by BLUM CB Corp., provided for a senior credit facility in an aggregate principal amount up to $375 million and contemplated a high yield subordinated note offering of $225 million or, if that high yield offering could not be completed, the commitment letter provided a commitment for a subordinated loan facility of $225 million. CSFB's commitment letter was subject to various conditions, including a "market out" provision indicating that a condition to funding was the absence, since September 21, 2000, of a material disruption or material adverse change in the conditions of the financial, banking or capital markets, including the high yield market, that in CSFB's reasonable good faith judgment could adversely affect the syndication of the senior credit facilities or the sale of the subordinated notes contemplated by the commitment letter. The commitment letter was also accompanied by a letter dated November 9, 2000 from CSFB indicating, in effect, that conditions in the high yield market had deteriorated since September 21, 2000 to such an extent that, under the "market out" provision, CSFB would not at that time be obligated to provide financing under the commitment letter.

On November 16, 2000 the special committee interviewed law firms and engaged McDermott, Will & Emery as its legal counsel. On November 16 and November 17 the special committee interviewed financial advisors and engaged Morgan Stanley & Co. Incorporated as its financial advisor.

On November 20, 2000 the members of the special committee and their financial and legal advisors met with representatives of the continuing stockholders, including Mr. Wirta, to clarify various issues concerning the proposal and to discuss the procedure under which the special committee would consider the proposal. Among the issues covered were:

•: the background of the proposal;
•: the rationale for the transaction;
•: the proposed equity and debt financing, particularly the status of debt financing in light of the "market out" letter from CSFB;
•: the stockholder vote required for approval; and
•: the possible timing for the transaction.

On November 21, 2000 at a regularly scheduled meeting of our board of directors the special committee reported on its activities, including the retention of financial and legal advisors. After the board of directors meeting, the special committee and its advisors met with Messrs. Wirta and White and presented them with a letter outlining the special committee's guidelines to be followed by members of management in connection with the special committee's process.

On November 30, 2000 representatives of Morgan Stanley and McDermott, Will & Emery held a telephonic meeting with Messrs. Wirta, White, Stafford and Leonetti, in order to gather information about our operations, financial performance and projections. Also on November 30, 2000 McDermott, Will & Emery presented a draft confidentiality and standstill agreement to the continuing stockholders.

On December 1, 2000 BLUM CB Corp. extended its initial proposal until at least December 31, 2000, after which date BLUM CB Corp. reserved the right to terminate the proposal at any time if not accepted.

On December 4, 2000 Simpson Thacher & Bartlett, counsel to RCBA Strategic Partners and the acquisition companies, presented comments on the draft confidentiality and standstill agreement to McDermott, Will & Emery and representatives of the parties began to negotiate the terms of that agreement.

On December 6, 2000 Messrs. Blum and Anderson met for breakfast and discussed the BLUM CB Corp. proposal and the timing of the special committee's process, but they did not reach any agreements or understandings with respect to the BLUM CB Corp. proposal. Also, on December 6, 2000 the special committee met with its legal and financial advisors. At this meeting Morgan Stanley discussed valuation issues with respect to CB Richard Ellis Services, its analysis of the BLUM CB Corp. proposal and its views on other potential buyers. McDermott, Will & Emery discussed the fiduciary duties of the members of the special committee. As a result of this meeting the special committee directed 1) its representatives to conduct discussions with representatives of the continuing stockholders concerning the BLUM CB Corp. proposal, subject to the execution of an acceptable confidentiality and standstill agreement with the continuing stockholders, and 2) Morgan Stanley to begin exploring other alternatives for CB Richard Ellis Services, including contacting third parties who might be interested in a transaction. Morgan Stanley began contacting other potential buyers promptly after the meeting on December 6, 2000. On December 8, 2000 the special committee sent letters to each of the directors affiliated with the continuing stockholders outlining the special committee's instructions to its financial advisors.

On December 15, 2000 the special committee met with representatives of Morgan Stanley to discuss the results of Morgan Stanley's contacts with third parties regarding a possible transaction. Also on December 15, 2000 CB Richard Ellis Services and each of the continuing stockholders executed a confidentiality and standstill agreement. The provisions of that agreement prohibited the continuing

stockholders and their controlled affiliates from purchasing or soliciting proxies to vote shares of our common stock and from taking certain other actions, until at least April 15, 2001. The agreement also provided that if we entered into a merger or other acquisition agreement, including an agreement with a third party, the restrictions on the continuing stockholders would be extended for up to an additional nine months. The special committee viewed these provisions as favorable for purposes of soliciting potential third party bids for CB Richard Ellis Services because they limited the ability of the continuing stockholders to prevent or deter a competing transaction.

On December 18, 2000 CB Richard Ellis Services filed with the SEC on Form 8-K a memorandum to its employees from the special committee which stated that the special committee had informed the continuing stockholders that the committee was prepared to have its representatives meet with representatives of the continuing stockholders to discuss the BLUM CB Corp. proposal and that the special committee had directed Morgan Stanley to begin exploring other alternatives for CB Richard Ellis Services, including contacting third parties who might have an interest in a transaction.

On December 20, 2000 representatives of Morgan Stanley met with representatives of the continuing stockholders, including Mr. Wirta. At this meeting Morgan Stanley, on behalf of the Special Committee, informed the continuing stockholders that BLUM CB Corp. should improve the $15.50 price in its proposal. Morgan Stanley also informed the continuing stockholders' representatives that the financing for the proposal was not sufficiently firm and that the continuing stockholders should improve that aspect of BLUM CB Corp.'s proposal as well. Morgan Stanley and the continuing stockholders also discussed the special committee's process and the likely timing of the committee's consideration of BLUM CB Corp.'s proposal. At this meeting representatives of the continuing stockholders proposed to make a joint presentation to Moody's Investors Services and Standard & Poor's Rating Services with CB Richard Ellis Services management. The representatives indicated that CSFB had indicated to BLUM CB Corp. that the receipt of appropriate credit ratings from these ratings agencies could facilitate BLUM CB Corp. obtaining a less conditional financing proposal.

Later on December 20, 2000 the special committee met with its financial and legal advisors to receive a report on the meeting between Morgan Stanley and the continuing stockholders' representatives and to discuss whether representatives of the continuing stockholders and CB Richard Ellis Services should meet jointly with the rating agencies. After this meeting the special committee decided that CB Richard Ellis Services could have such a joint meeting if a representative of Morgan Stanley was also present. The special committee directed Morgan Stanley to inform the continuing stockholders of this decision. Morgan Stanley also reported to the special committee on the results of its continuing contacts with a significant number of potential third party bidders.

On December 29, 2000 we provided our board of directors as well as Morgan Stanley and McDermott, Will & Emery with a draft of our 2001 operating plan. On January 4, 2001 the special committee met with Morgan Stanley for a summary of Morgan Stanley's review of our 2001 operating plan and Morgan Stanley's continuing contacts with potential third party bidders.

On January 9, 2001 the special committee met with its financial and legal advisors. At that meeting Morgan Stanley reported that it had received little interest from potential third party bidders and that no third party had proposed specific terms for a transaction or signed a confidentiality agreement in order to receive confidential information about CB Richard Ellis Services. The special committee determined that it should begin more substantive discussions with the representatives of the continuing stockholders and instructed McDermott, Will & Emery to present a draft merger agreement to the continuing stockholders. The special committee also discussed the potential timing for a transaction with the continuing stockholders.

On January 12, 2001 McDermott, Will & Emery presented a draft merger agreement to Simpson Thacher & Bartlett and Simpson Thacher & Bartlett presented a preliminary due diligence request list to us requesting access to various non-public information. Until the merger agreement was executed on

February 23, 2001, representatives of the continuing stockholders and Simpson Thacher & Bartlett conducted due diligence activities including the review of requested documents and discussions with some of our senior executives.

On January 12, 2001 our board of directors held a telephonic meeting to review our preliminary 2000 operating results and our final 2001 operating plan, which were then also provided to Morgan Stanley and the continuing stockholders.

On January 22, 2001 the special committee met with its financial and legal advisors. At this meeting Morgan Stanley discussed with the special committee our preliminary results for the fourth quarter and full year of 2000, the proposed rating agency meetings and Morgan Stanley's continuing contacts with potential third party bidders.

On January 24, 2001 the special committee issued a memorandum to employees and filed a Form 8-K with the SEC which included the memorandum. The memorandum indicated that, by the time of a February 20, 2001 regularly scheduled meeting of our board of directors, the special committee expected to be in a position to report to the full board on the committee's activities and the action, if any, that the committee might take or recommend.

On January 26, 2001 Simpson Thacher & Bartlett presented McDermott, Will & Emery with the initial comments of the continuing stockholders on the draft merger agreement. Also on January 26, 2001, members of our management and representatives of the continuing stockholders and Morgan Stanley met with two debt rating agencies, Moody's Investors Service and Standard & Poor's Rating Services, to update them on our performance and to discuss a proposed alternative financing structure for BLUM CB Corp.'s proposal.

On January 30, 2001 the special committee met with its financial and legal advisors. Morgan Stanley updated the special committee on its review of the issues surrounding the valuation of our company based on our preliminary full year 2000 results of operations. Morgan Stanley also reported on the recent rating agency meetings, the status of Morgan Stanley's financial analysis to that date and its continuing contacts with potential third party bidders. Morgan Stanley reported specifically that they had contacted 33 potential strategic and financial buyers who they believed were likely to have an interest in acquiring CB Richard Ellis Services. Twelve of those parties had requested a package of non-confidential information and three had requested a draft confidentiality agreement. However, none of the parties had executed a confidentiality agreement or proposed any specific terms. McDermott, Will & Emery reviewed with the special committee the comments of Simpson Thacher & Bartlett on the draft merger agreement and identified the principal issues for negotiation.

On February 1, 2001 Simpson Thacher & Bartlett delivered initial drafts of the contribution and voting agreement and the securityholders' agreement to Freeman Spogli and its outside counsel, Riordan & McKinzie. During the first two weeks of February, RCBA Strategic Partners, Freeman Spogli, the other continuing stockholders and each of their counsel negotiated the terms of the contribution and voting agreement and the securityholders' agreement.

On February 7, 2001 representatives of Morgan Stanley and McDermott, Will & Emery met with representatives of the continuing stockholders, Simpson Thacher & Bartlett and Credit Suisse First Boston. At this meeting CSFB presented draft commitment letters outlining an alternative structure to finance BLUM CB Corp.'s proposal. This revised financing structure did not involve a high yield debt offering and, instead, provided for mezzanine financing from DLJ Investment Funding. This structure also contemplated an increased cash equity commitment from the continuing stockholders. Morgan Stanley, on behalf of the special committee, again encouraged the continuing stockholders to improve the proposal price. The representatives of the special committee and the continuing stockholders also negotiated with respect to several issues concerning the merger agreement, including matters related to closing conditions and the certainty of closing, the circumstances under which termination fees and

expenses might be paid and the amount of those fees and expenses, and whether some of the continuing stockholders would guarantee the obligations of the acquisition companies under the merger agreement.

On February 8, 2001 we publicly announced our financial results for the fourth quarter and full year of 2000.

On February 8 and 9, 2001 the special committee met with its financial and legal advisors to receive a report on the prior day's meeting with representatives of the continuing stockholders and to discuss negotiation strategy and tactics as well as to discuss the advisability of proceeding with any transaction at that time. The special committee considered the revised financing structure to be favorable because it eliminated the need for a high yield debt offering and no longer had a "market out" letter in effect and was therefore less contingent than the previous financing proposal. At the end of the meeting, the special committee determined to continue discussions with the continuing stockholders regarding the BLUM CB Corp. proposal.

During the week of February 11, 2001, our legal representatives and legal representatives of the continuing stockholders initiated substantive discussions with the legal representative of the plaintiffs in the Delaware state lawsuits regarding the BLUM CB Corp. proposal, which lawsuits had been consolidated into a single lawsuit. Among other matters discussed were the plaintiff's legal representative's request that BLUM CB Corp.'s proposed consideration of $15.50 per share be increased and the terms on which it might be possible to settle the Delaware litigation. In connection with these discussions, the initial draft of the merger agreement prepared by McDermott, Will & Emery was provided to the plaintiff's legal representative. In addition, McDermott, Will & Emery discussed with the plaintiff's legal representative the process that had been conducted by the special committee up to that point in time.

On February 14, 2001 McDermott, Will & Emery delivered to Simpson Thacher & Bartlett a revised draft merger agreement. McDermott, Will & Emery also discussed with Simpson Thacher & Bartlett issues concerning the merger agreement that were of particular importance to the special committee.

On February 15, 2001 the special committee met with its financial and legal advisors. At that meeting Morgan Stanley updated the special committee on valuation issues concerning CB Richard Ellis Services and McDermott, Will & Emery explained the fiduciary duties of the members of the special committee. The special committee also discussed the analysis that it had received from a proxy solicitation firm concerning the likelihood of obtaining the requisite vote of the holders of at least two-thirds of the shares of CB Richard Ellis Services common stock outstanding other than the continuing stockholders and their affiliates. The special committee determined to contact the continuing stockholders and to inform them that unless BLUM CB Corp.'s proposal was improved, the special committee intended to reject the proposal and to report that action to our board of directors at the board meeting scheduled for February 20, 2001. In a further effort to cause BLUM CB Corp. to improve its proposal, the special committee determined to inform the continuing stockholders that the members of the special committee believed they would likely approve a proposal at a price of $17.00 per share. On the afternoon of February 15, 2001, Morgan Stanley conveyed these positions to RCBA Strategic Partners and the members of the special committee conveyed these positions to the directors affiliated with the other continuing stockholders.

On February 16, 2001 Mr. Blum contacted Mr. Anderson and suggested that Mr. Blum meet with the members of the special committee on the evening of February 19, 2001. He also indicated that BLUM CB Corp. was considering improving its proposal price. Between February 16 and 18, 2001 McDermott, Will & Emery and Simpson Thacher & Bartlett continued to negotiate the terms of the merger agreement and related documents.

On February 19, 2001 the special committee met with its financial and legal advisors to discuss the progress that had been made with respect to negotiating the terms of the merger agreement, to discuss negotiating strategy, and to plan for the board meeting the following day.

On the evening of February 19, 2001 Mr. Blum and Claus Moller, who is a managing member of the general partner of RCBA Strategic Partners and President and sole director of BLUM CB Corp., met with Messrs. Anderson and Leach and indicated that they believed BLUM CB Corp. could increase the proposed merger consideration to $15.75 per share, but no more. Messrs. Anderson and Leach indicated that a price of $15.75 per share was not adequate. During the course of the evening, representatives of RCBA Strategic Partners consulted with representatives of Freeman Spogli regarding the status of the discussions with Mr. Anderson and Mr. Leach. On the morning of February 20, 2001 the board of directors assembled for its regularly scheduled meeting and related committee meetings. Immediately prior to the meeting of the full board that morning, Mr. Blum indicated to Mr. Anderson and Mr. Leach that he believed that BLUM CB Corp. could improve its proposal to a price of $16.00 per share. Mr. Anderson and Mr. Leach indicated that they believed they would be able to recommend the proposal at that price, subject to receipt of a fairness opinion from Morgan Stanley and final negotiation of a satisfactory merger agreement.

The special committee and its financial and legal advisors then attended the board of directors meeting and made a report to our board of directors. The special committee indicated that it was not yet ready to take any action on the BLUM CB Corp. proposal or to recommend that our board of directors take any action. However, the special committee indicated that it was sufficiently optimistic about its ability to reach an agreement with BLUM CB Corp. that it wanted to continue its negotiations and suggested that the board convene a meeting by conference telephone call later in the week. The special committee and its advisors then distributed to our board of directors copies of the draft merger agreement in its current form and copies of a document prepared by the representatives of the continuing stockholders which summarized: (1) the various arrangements by which CBRE Holding, Inc., the parent of BLUM CB Corp., proposed to provide equity participation in CBRE Holding to current employees of CB Richard Ellis Services, (2) the proposed employment terms for Messrs. Wirta and White, and (3) various other arrangements among the continuing stockholders.

The special committee's advisors described for our board of directors the terms of the merger agreement and Morgan Stanley provided our board of directors with information about valuation issues it had previously considered with respect to CB Richard Ellis Services. Mr. Moller described the terms of the proposed financing of the merger to our board of directors.

The directors who are affiliated with the continuing stockholders then left the meeting to allow the other directors to ask questions of and express their opinions to the special committee members. Representatives of Pillsbury Winthrop attended the meeting as counsel for those directors who were not special committee members or affiliated with the continuing stockholders. The representatives of Pillsbury Winthrop advised these directors with respect to their fiduciary duties.

From February 20 to February 23, 2001 McDermott, Will & Emery and Simpson Thacher & Bartlett continued to negotiate the terms of the merger agreement and related documents, including a guarantee agreement and an amendment to the confidentiality and standstill agreement.

On February 21, 2001 our legal representatives and the legal representatives of the continuing stockholders orally delivered a settlement proposal to the legal representative of the plaintiffs in the Delaware lawsuit regarding BLUM CB Corp.'s proposal. In addition, the plaintiff's legal representative was provided a copy of the materials provided by Morgan Stanley to our board of directors at the February 20, 2001 meeting of our board of directors. The settlement proposal was negotiated by the respective legal representatives from February 21, 2001 through February 23, 2001, on which day the parties to the Delaware lawsuit reached an oral agreement upon a settlement in principle, which included as a condition to the settlement the dismissal of the lawsuit filed in California regarding the BLUM CB Corp. proposal.

On February 23, 2001 the investment committee of the general partner of RCBA Strategic Partners met and approved an increase in the merger consideration to $16.00 per share. At approximately the same time, the principals of Freeman Spogli also met and approved the increase in the merger consideration. Following these meetings, a representative of BLUM CB Corp. called a representative of Morgan Stanley and increased the merger consideration being offered under BLUM CB Corp.'s proposal to $16.00 per share. On February 23, 2001, CSFB, DLJ Investment Funding and the acquisition companies executed commitment letters providing for a portion of the financing for the merger. The financing contemplated by these commitment letters consisted of (1) $500 million of senior secured credit facilities of CB Richard Ellis Services and (2) $75 million of senior notes of CBRE Holding.

On February 23, 2001 the special committee met with its legal and financial advisors to consider the proposed transaction. McDermott, Will & Emery summarized the terms of the merger agreement and related agreements. Morgan Stanley delivered its oral opinion to the special committee, confirmed by delivery of a written opinion dated February 23, 2001, to the effect that, as of that date and based on, and subject to, the matters described in its opinion, the $16.00 per share cash consideration to be received by the unaffiliated holders of our common stock in the merger was fair from a financial point of view to such holders. Morgan Stanley also reviewed with the special committee the financial analyses it performed in connection with its opinion. After considering these matters, the special committee unanimously determined that the terms of the proposed merger were fair to and in the best interests of our unaffiliated stockholders, and resolved to recommend that the board of directors approve and declare advisable the merger and the merger agreement, submit the merger agreement to our stockholders and recommend that our stockholders approve the merger and adopt the merger agreement.

Following the meeting of the special committee on February 23, 2001, our board of directors met to consider the proposed transaction. McDermott, Will & Emery summarized the terms of the merger agreement, particularly those that had changed or been resolved since the meeting on February 20, 2001. Morgan Stanley delivered its oral opinion to our board of directors, confirmed by delivery of a written opinion dated February 23, 2001, to the same effect as the opinion delivered to the special committee. The special committee then delivered its recommendation to the board of directors. After considering these matters, the board of directors by a unanimous vote of all those present, which was subsequently confirmed by unanimous written consent of the entire board of directors, resolved that the terms of the merger and the merger agreement are advisable and are fair to and in the best interests of our unaffiliated stockholders, and recommended to our stockholders that the merger be approved and the merger agreement adopted.

Subsequent to the board of directors meeting, the merger agreement, the contribution and voting agreement, the guarantee agreement and the amendment to the confidentiality and standstill agreement were executed by the parties thereto.

On February 24, 2001 we issued a press release announcing the transaction.

On April 24, 2001, we and the acquisition companies entered into an amended and restated merger agreement, which amended provisions of the February 23, 2001 merger agreement regarding the treatment in the merger of stock fund units under our deferred compensation plan and shares of our common stock held in our Capital Accumulation Plan, and otherwise restated the provisions of the February 23 merger agreement in their entirety. Prior to our execution of the amended and restated merger agreement, the special committee held a meeting to review and discuss the changes in the amended and restated merger agreement from the February 23 merger agreement. The special committee unanimously determined that the terms of the amended and restated merger agreement are fair to and in the best interests of our unaffiliated stockholders, and resolved to recommend that the board of directors approve and declare advisable the amended and restated merger agreement, submit

the amended and restated merger agreement to our stockholders and recommend that our stockholders approve the merger and the amended and restated merger agreement. Subsequently, the board of directors resolved that the terms of the merger and the amended and restated merger agreement are advisable and are fair to and in the best interests of our unaffiliated stockholders, and recommended to our stockholders that the merger be approved and the amended and restated merger agreement adopted.

In mid May 2001, the acquisition companies determined to pursue an offering of senior subordinated notes of BLUM CB Corp. and so informed us. On May 31, 2001, BLUM CB Corp. and a group of initial purchasers, including CSFB, entered into a purchase agreement providing for BLUM CB Corp. to issue and sell and the initial purchasers to purchase $229 million aggregate principal amount of 11¹/4% senior subordinated notes due June 15, 2011 of BLUM CB Corp. for an aggregate purchase price of $225.6 million. Also on May 31, 2001 CSFB, DLJ Investment Funding and the acquisition companies entered into amendments to the February 23, 2001 commitment letters providing for the financing contemplated by those commitment letters to be reduced to $325 million in the case of the senior secured credit facilities of CB Richard Ellis Services and $65 million in the case of the senior notes of CBRE Holding. In addition, on May 31, 2001 the acquisition companies and the continuing stockholders entered into an amended and restated contribution agreement.

On May 31, 2001, we and the acquisition companies entered into a second amended and restated merger agreement, which amended provisions of the April 24, 2001 amended and restated merger agreement to reflect the revised financing terms for the merger and a change in the post-merger capital structure of CB Richard Ellis Services providing for two classes of stock, and otherwise restated the provisions of the April 24, 2001 amended and restated merger agreement in their entirety. Prior to our execution of the second amended and restated merger agreement, the special committee held a meeting to review and discuss the changes in the second amended and restated merger agreement from the April 24, 2001 amended and restated merger agreement. The special committee unanimously determined that the terms of the second amended and restated merger agreement are fair to and in the best interests of our unaffiliated stockholders, and resolved to recommend that the board of directors approve and declare advisable the second amended and restated merger agreement, submit the second amended and restated merger agreement to our stockholders and recommend that our stockholders approve the merger and the second amended and restated merger agreement. Subsequently, the board of directors resolved that the terms of the merger and the second amended and restated merger agreement are advisable and are fair to and in the best interests of our unaffiliated stockholders, and recommended to our stockholders that the second amended and restated merger agreement be adopted.

Also on May 31, 2001, we and RCBA Strategic Partners, L.P. entered into a letter agreement confirming the guarantee agreement entered into between us on February 23, 2001.

On June 7, 2001 the purchase agreement for the senior subordinated notes of BLUM CB Corp. closed into escrow.

Recommendations of the Special Committee and Board of Directors

The special committee of our board of directors has unanimously determined that the terms of the merger and the merger agreement are fair to and in the best interests of our unaffiliated stockholders, and recommended that the board of directors approve and declare advisable the merger and the merger agreement, submit the merger agreement to our stockholders and recommend that our stockholders approve the merger and adopt the merger agreement.

The special committee considered a number of factors, as more fully described above under "—Background of the Merger" and below under "—Reasons for the Special Committee's

Determination," in determining to recommend that the board of directors and stockholders adopt the merger agreement.

Our board of directors, acting upon the recommendation of the special committee, has determined that the terms of the merger and the merger agreement are advisable and are fair to and in the best interests of our unaffiliated stockholders. Our board of directors unanimously recommends that you vote FOR the adoption of the merger agreement.

Reasons for the Special Committee's Determination

In reaching its conclusion regarding the fairness of the merger to our unaffiliated stockholders, the special committee considered the following material factors, each of which the special committee believed supported its conclusion but which are not listed in any relative order of importance:

•: The fact that the $16.00 per share price represents a premium of approximately 28% over the closing price of a share of our common stock on November 9, 2000, the last trading day prior to the presentation of BLUM CB Corp.'s initial proposal to us, a premium of 8% over the highest trading price of a share of CB Richard Ellis Services common stock during the 52-week period prior to the execution of the merger agreement and a premium of 75.2% over the lowest trading price of a share of CB Richard Ellis Services common stock during the 52-week period prior to the execution of the merger agreement.
•: The lack of any competing proposals from third parties for the acquisition of CB Richard Ellis Services. In particular, the special committee noted that (1) the BLUM CB Corp. proposal and the special committee's authority to seek alternative proposals had been publicly known for over three months before the execution of the merger agreement, and (2) over two months before execution of the merger agreement the special committee publicly disclosed that it had instructed Morgan Stanley to pursue third party interest in a transaction with us. The special committee also considered the fact that Morgan Stanley had contacted at least 33 potential strategic and financial acquirors, none of which expressed sufficient interest to propose specific terms or to execute a confidentiality agreement in order to receive confidential information concerning our company.
•: The opinion of Morgan Stanley, dated February 23, 2001, as to the fairness, from a financial point of view, of the $16.00 price per share consideration to be received by the unaffiliated holders of our common stock. See "—Opinion of Financial Advisor to the Special Committee" for a discussion of the factors that Morgan Stanley considered in rendering its opinion. The opinion is included as Appendix F to this proxy statement. We urge you to read the Morgan Stanley opinion carefully and in its entirety.
•: The negotiations between the special committee and the continuing stockholders with respect to the terms of the merger agreement, including with respect to the consideration to be paid in the merger. As a result of its negotiations, the special committee believed that $16.00 per share was the best price reasonably available from the continuing stockholders. These negotiations also supported the special committee's conclusion, further discussed below, that the terms of the merger were determined by a process that was procedurally fair to the unaffiliated holders of our common stock.
•: The limited trading volume, institutional ownership and public float of our common stock, our small market capitalization and the limited research coverage from market analysts, all of which the special committee believed continued to adversely affect the trading market for, and the value of, our common stock. These factors supported the conclusion that it was preferable from the perspective of unaffiliated holders of our common stock to sell their shares in the merger,

rather than continue to own those shares subject to the risks presented by the limited trading market.

•: The special committee's knowledge of our business, assets, financial condition and results of operations and prospects and of the real estate services industry in which we operate. In particular, the special committee considered the deterioration of economic conditions since the date of the BLUM CB Corp. initial proposal and the vulnerability of real estate services firms to economic downturns and recessions. Based on this knowledge and the other factors considered by the special committee, the special committee concluded that, from the perspective of the unaffiliated holders of our common stock, it was preferable to receive a price of $16.00 per share pursuant to the merger, rather than continue to own the stock of CB Richard Ellis Services, the value of which would be subject to the risks of economic conditions, future performance and the market's reaction to that performance and of the real estate services industry.
•: The commitments for debt financing represented by the commitment letters.
•: The fact that under Delaware law the merger must be approved by the vote of the holders of at least two-thirds of the outstanding shares of our common stock other than the continuing stockholders and their affiliates.
•: The terms of the merger agreement and related agreements, including:

( ) our ability to provide information to and negotiate with third parties regarding an alternative transaction if the special committee or the board of directors determines in good faith that such action could reasonably be expected to lead to the delivery of a superior proposal and our ability to terminate the merger agreement in order to accept the superior proposal upon the payment of a termination fee, and the special committee's belief that these provisions would not significantly deter a more attractive offer for CB Richard Ellis Services; ( ) the obligations of the continuing stockholders to contribute shares of our common stock and cash under the contribution and voting agreement in order to finance the merger and the related transactions; ( ) the obligations of the acquisition companies to seek alternative financing under specified circumstances; and ( ) the obligation of RCBA Strategic Partners to guarantee specified types and amounts of obligations of the acquisition companies.

•: The special committee's belief that, after consummation of the merger, the surviving corporation will not be insolvent, will not be left with unreasonably small capital and will not have debts beyond its ability to pay such debts as they mature and the inclusion of a condition to our obligation to consummate the merger that the special committee and the board of directors receive an opinion from an independent valuation firm confirming this belief.

The special committee believed that each of the above factors supported its conclusion. The special committee also considered the following potentially negative factors in its deliberations concerning the merger, which factors are not listed in any relative order of importance:

•: The fact that, following the merger, our current stockholders, other than (1) eligible employees and independent contractors who purchase shares of CBRE Holding in an anticipated offering by CBRE Holding or who elect to acquire an equity interest in CBRE Holding through the amended DCP or 401(k) plan, each of which offerings will be made by CBRE Holding only pursuant to a valid prospectus complying with applicable securities laws, and (2) the continuing

stockholders, will cease to participate in any future earnings growth or increase in value of CB Richard Ellis Services. This proxy statement is not an offer to sell, or a solicitation of an offer to buy, any of our securities or the securities of CBRE Holding.

•: The actual or potential conflicts of interest that some of the executive officers and directors of CB Richard Ellis Services have in connection with the merger, including the continuing stockholders' equity stake in CBRE Holding following the merger and the employment and other arrangements agreed to by the acquisition companies and Messrs. Wirta and White described under "—Interests of CB Richard Ellis Services Directors and Executive Officers in the Merger." The special committee noted that this equity stake and other arrangements may have created a conflict between the economic interests of the continuing stockholders and affiliated directors and the interests of other CB Richard Ellis Services stockholders in connection with the board of directors' consideration of the merger. However, the special committee believed that these conflicts of interest were mitigated by the establishment of the special committee to negotiate the terms of the merger agreement and to evaluate the fairness of the merger.
•: The possibility that the merger will not be able to be consummated, including the possibility that our stockholders other than the continuing stockholders and their affiliates will not approve the merger by the requisite two-thirds vote under Delaware law. However, the special committee believed this factor was mitigated by (1) the fact that we are not obligated to pay any fees or expenses of the continuing stockholders under the merger agreement in the event that the requisite stockholder vote is not obtained, unless a competing bid has been previously made, and (2) the fact that the special committee had consulted a proxy solicitation firm which indicated its belief that the requisite vote could be obtained.
•: The possibility that the merger will not be able to be consummated, including the possibility that the proposed debt financing will not be available due to the failure of the required conditions in the applicable commitment letters. However, the special committee believed this risk was mitigated by the fact that financing contemplated by the revised commitment letters was significantly less contingent than the originally proposed financing.

The foregoing discussion of the information and factors considered by the special committee is not intended to be exhaustive, but includes the material factors considered by the special committee. In view of the variety of factors considered in connection with the evaluation of the proposed merger and the terms of the merger agreement, the special committee did not deem it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its conclusion. The individual members of the special committee may have given different weights to different factors and may have viewed some factors more positively or negatively than others.

In considering the fairness of the merger to our unaffiliated stockholders, the special committee did not consider our net book value or liquidation value, which the special committee did not believe to be indicative of our value as a going concern. Our net book value per share as of December 31, 2000 was $11.15 on a fully diluted basis. This value is below the $16.00 per share merger consideration. The special committee further believes based on its knowledge of us and our asset values that our liquidation value, which takes into account the appreciated value of our assets, also would be below the merger consideration and would not be indicative of our value. The special committee recognizes, however, that neither we nor Morgan Stanley has undertaken a liquidation analysis. Our assets include a significant amount of goodwill and other property that are either not readily transferable or restricted from transfer in a liquidation scenario and not susceptible to a meaningful liquidation valuation. Therefore, the special committee did not consider our liquidation value as relevant in considering the fairness of the merger. Several of the analyses performed by Morgan Stanley in connection with its opinion addressed the value of CB Richard Ellis Services on a going concern basis. See "SPECIAL FACTORS—Opinion of the Financial Advisor to the Special Committee." In addition, the special committee did not consider the prices paid by us for past purchases of our common stock because those purchases were made at the then current market price.

Reasons for the Board of Directors' Determination

In reaching its decision to approve the merger agreement and the transactions contemplated by the merger agreement, the board of directors relied on the special committee's recommendations and the factors examined by the special committee as described above. In view of the numerous factors considered in connection with its evaluation of the proposed merger, the board of directors did not find it practicable to, and did not quantify or otherwise attempt to, assign relative weights to those factors or determine that any factor was of particular importance. Rather, the board of directors viewed its position as being based on the totality of the information presented to and considered by it. As part of its determination with respect to the merger, the board of directors adopted the conclusion of the special committee and the analysis underlying the conclusion, based upon its view as to the reasonableness of that conclusion and analysis.

Fairness of the Merger to Stockholders Other than the Continuing Stockholders and the Acquisition Companies

For all the reasons set forth above under "—Reasons for the Special Committee's Determination" and "—Reasons for the Board of Directors' Determination," the board of directors and the special committee believe that the merger and the merger agreement are fair to and in the best interests of our unaffiliated stockholders.

With respect to the procedural fairness of the process that resulted in the merger agreement, the board of directors and the special committee noted in particular that the board formed the special committee consisting of two directors, neither of whom are officers or employees of CB Richard Ellis Services or will retain an economic interest in CB Richard Ellis Services or the acquisition companies following the merger. The board of directors delegated to the special committee the authority to, among other things:

•: review and evaluate the BLUM CB Corp. proposal and accept, reject or negotiate that proposal;
•: receive or solicit, and then consider and negotiate, alternative proposals or determine not to enter into any transaction;
•: retain advisors;
•: determine whether any transaction is fair to and in the best interests of CB Richard Ellis Services and its stockholders; and
•: recommend action to the board of directors regarding a transaction.

In reaching its conclusion that the merger is fair to and in the best interests of the unaffiliated stockholders, the board of directors also considered it significant, with respect to the procedural fairness, that:

•: no member of the special committee is either a current or former officer or employee of CB Richard Ellis Services or will retain an economic interest in CB Richard Ellis Services or the acquisition companies following the merger, and the special committee unanimously recommended the merger;
•: other than with respect to the accelerated vesting of options held by members of the special committee to purchase an aggregate of 12,000 shares of our common stock as required by the terms of the options, and other than Mr. Anderson's position as a partner of McDermott, Will & Emery, counsel to the special committee in connection with the merger, which matters are described below under "—Interests of CB Richard Ellis Services Directors and Executive Officers in the Merger," no member of the special committee has an interest in the proposed merger different from that of the unaffiliated stockholders generally;

•: the special committee retained its own financial and legal advisors, which advisors have extensive experience with transactions similar to the merger and which assisted the special committee in its negotiations with the continuing stockholders;
•: the special committee conducted extensive negotiations with the continuing stockholders and had the authority to solicit, consider and negotiate the terms of, and accept or reject alternative proposals and to reject the transaction proposed by BLUM CB Corp.; and
•: the special committee and the board of directors received the opinion of Morgan Stanley as to the fairness, from a financial point of view, of the merger consideration to the unaffiliated holders of shares of CB Richard Ellis Services common stock. See "—Opinion of Financial Advisor to the Special Committee."

Because of these factors, the board of directors concluded that the merger agreement is fair to, and in the best interests of, our unaffiliated stockholders.

The Continuing Stockholders' and Affiliated Directors' Purposes and Reasons for the Merger

The purposes of effecting the merger at this time are to:

•: enable CBRE Holding and BLUM CB Corp. to acquire the entire equity interest in us; and
•: to provide our unaffiliated stockholders with an opportunity to liquidate their investment in us for cash at a significant premium to the market prices for our common stock prior to the announcement of BLUM CB Corp.'s initial proposal.

The acquisition companies determined that it was an appropriate time to make their acquisition offer to us based on the continuing stockholders' knowledge of the real estate services industry, their belief that the trading price of our common stock undervalued us and our assets and their desire to take advantage of the benefits described below under "—Effects of the Merger." The continuing stockholders also believe that following the merger, we will have the resources and flexibility to take advantage of growth opportunities and to focus on improving our business without the constraints and distractions caused by the public market's evaluation of us and our business, results of operations and financial condition.

The transaction was structured as a merger of BLUM CB Corp. into us, such that we will become a wholly-owned subsidiary of CBRE Holding, because the acquisition companies believe this structure to be the most efficient means to transfer the assets of, and entire equity interest in, us to the acquisition companies and to provide our unaffiliated stockholders with cash for their shares of our common stock. In order to allow our employees to participate in our future earnings growth, if any, CBRE Holding intends to provide an opportunity for our employees to acquire shares of its Class A common stock pursuant to a valid prospectus complying with all applicable securities laws. This proxy statement is not an offer to sell, or a solicitation of an offer to buy, any of our securities or the securities of CBRE Holding. See "—Anticipated Offerings by CBRE Holding."

Position of the Continuing Stockholders and Affiliated Directors

The rules of the SEC require the continuing stockholders and the affiliated directors to express their belief as to the fairness of the merger to our unaffiliated stockholders. In making this determination, the continuing stockholders and the affiliated directors considered the following material factors with respect to substantive and procedural fairness:

•: that the $16.00 per share price represents a premium of approximately 28% over the closing price of a share of our common stock on November 9, 2000, the last trading day prior to the presentation of BLUM CB Corp.'s initial proposal to us, a premium of 8% over the highest trading price of a share of our common stock during the 52-week period prior to the execution

of the merger agreement and a premium of 75.2% over the lowest trading price of a share of our common stock during the 52-week period prior to the execution of the merger agreement;

•: that a special committee was formed, comprised entirely of directors who were not current or former officers or employees of CB Richard Ellis Services and would not have an economic interest in us or the acquisition companies following the merger, and the special committee retained its own financial and legal advisors, which advisors have extensive experience with transactions similar to the merger and which assisted the special committee in its negotiations with the continuing stockholders;
•: the procedures utilized by the special committee and our board of directors, as understood by the continuing stockholders, to negotiate and approve the merger and the merger agreement;
•: the nature of the negotiations with respect to the merger agreement;
•: the terms and conditions of the merger and the merger agreement, including the amount and form of the consideration, as well as the parties' mutual representations, warranties and covenants, and the conditions to their respective obligations, which allows us to negotiate with any person or entity that makes an unsolicited proposal to acquire us and to terminate the merger agreement under specified circumstances;
•: that the special committee unanimously recommended to the board of directors that the merger agreement be adopted, and both the special committee and board of directors determined that the merger and the merger agreement are fair to and in the best interests of the unaffiliated CB Richard Ellis Services stockholders;
•: that the board of directors unanimously approved the merger;
•: that the special committee and our board of directors received the opinion of Morgan Stanley, dated February 23, 2001, as to the fairness, from a financial point of view, of the $16.00 price per share of our common stock to be paid to the unaffiliated holders of that common stock; and
•: that under Delaware law the merger must be approved by the vote of the holders of at least two-thirds of our outstanding common stock other than the continuing stockholders and their affiliates.

After considering the foregoing, each of the continuing stockholders and the affiliated directors has indicated that he or it believes the merger consideration to be fair to our unaffiliated stockholders from a financial point of view. This belief, however, should not be construed as a recommendation to any stockholder as to how you should vote on the merger. In reaching its determination as to fairness, none of the continuing stockholders or the affiliated directors assigned specific weights to particular factors, but rather considered all factors as a whole.

None of the continuing stockholders or the affiliated directors considered our net book value to be a material factor in determining the fairness of the transaction to our stockholders because our net book value on a per share basis is less than the price offered in the merger and historical trading prices of our common stock. None of the continuing stockholders or the affiliated directors conducted a liquidation valuation of us, primarily because none believed liquidation value to be indicative of our value. The continuing stockholders and the affiliated directors believed that the liquidation value of our assets was not indicative of our value primarily because our assets include a significant amount of goodwill and other property that is either not readily transferable or restricted from transfer in a liquidation scenario and not susceptible to meaningful liquidation valuation. Therefore, the continuing stockholders and the affiliated directors did not consider our liquidation value relevant in determining a price to offer for our equity. The continuing stockholders and the affiliated directors were aware that several of the analyses performed by Morgan Stanley in connection with its fairness opinion to the special committee and our board of directors addressed the value of CB Richard Ellis Services on a

going concern basis, and the continuing stockholders and the affiliated directors believe that these analyses support their conclusion that the transaction is fair to our unaffiliated stockholders. The continuing stockholders and the affiliated directors did not independently establish a pre-merger going concern value for our equity for the purposes of determining the fairness of the merger consideration to our unaffiliated stockholders, because they do not believe that conducting such an analysis themselves would be material to their conclusion that the transaction is fair to our unaffiliated stockholders and because they were aware of Morgan Stanley's analyses addressing our going concern value. In addition, none of the continuing stockholders or the affiliated directors considered the prices paid by us for past purchases of our common stock because those purchases were made at the then current market price. None of the continuing stockholders or the affiliated directors relied on any report, opinion or appraisal in determining the fairness of the transaction to our unaffiliated stockholders, but none disagree with the conclusion expressed by Morgan Stanley in its opinion to the special committee and our board of directors.

Financial Projections of CB Richard Ellis Services

General

CB Richard Ellis Services does not, as a matter of course, make public forecasts, projections or budgets concerning future financial results. We do, however, annually prepare, late in each year, an operating plan for the following year for internal purposes. Each year this plan goes through a variety of iterations which ultimately become the final operating plan for the next year. These operating plans are evaluated against actual performance throughout the year. In addition, in connection with the discussions with the acquisition companies and the continuing stockholders, in August of 2000 our management began to prepare and provide to the acquisition companies and the continuing stockholders projections for the fiscal years ending December 2000 through December 2004. We also provided these projections to the special committee.

Pursuant to applicable legal requirements, we have included the following discussion of these projections and our operating plans in this proxy statement because they were provided to the acquisition companies and the continuing stockholders, the special committee and Morgan Stanley in the course of negotiating the terms of the merger agreement. The projections and operating plans were not prepared with a view toward public disclosure or compliance with published guidelines of the Securities and Exchange Commission, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial projections, or generally accepted accounting principles, nor do they comply in certain respects with those guidelines. Arthur Andersen LLP, our independent public accountants, had no role or responsibility in preparing this information and had no association with these projections. Accordingly, Arthur Andersen LLP does not express an opinion or any other form of assurance concerning the information or the projections. There can be no assurance to you that any of these projections or operating plans will be realized. The information set forth below is not a complete presentation of the projections or operating plans. We have included only the amounts for consolidated revenues, earnings before interest, tax, depreciation and amortization expenses, or "EBITDA," and, if applicable, earnings per share, because we believe those amounts are the most relevant to our stockholders.

The projections and operating plans were based upon a variety of assumptions made at the time the projections and operating plans were prepared, including the ability to achieve strategic goals, objectives and targets over the applicable period. These assumptions involved judgments about future economic, competitive, regulatory and financial market conditions, and about future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. You should understand that many important factors, in addition to those discussed elsewhere in this proxy statement, could cause results to differ materially from those expressed in forward-looking information. These factors include the competitive environment, economic and other market conditions

in which we operate, cyclical and seasonal fluctuations in operating results and matters affecting business generally. Accordingly, we caution against undue reliance on the information contained in the projections and operating plans below. We do not intend to update or revise these projections to reflect circumstances existing after the date they were prepared or to reflect the occurrence of future events, except and to the extent otherwise required by law. See "CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS."

2000-2004 Projections

The operating plan that we prepared beginning in late 1999 for the year 2000 called for revenue of $1,282.9 million, EBITDA of $144.7 million and diluted earnings per share of $1.36. We used that operating plan to develop the projections that were provided to the acquisition companies and the continuing stockholders and subsequently to the special committee. We first developed projections for the year 2000 by combining our actual results of operations for the six months ended June 30, 2000 with results of operations for the six months ended December 31, 2000 derived from our 2000 operating plan. We then developed projections for the years 2001 through 2004 by applying various growth assumptions to the 2000 projections. The projections included figures based on three different scenarios, a "base case," a "recession case" and an "optimistic case."

The projections for the "base case" were as follows:

	2000		2001		2002		2003		2004
	(in millions, except per share data)
Revenue	$	1,300.8	$	1,385.8	$	1,451.3	$	1,529.8	$	1,602.9
EBITDA		159.5		191.5		199.7		218.5		235.0
Diluted earnings per share		1.73		2.91		2.94		3.58		4.01

The projections for the "recession case" were as follows:

	2000		2001		2002		2003		2004
	(in millions, except per share data)
Revenue	$	1,300.8	$	1,172.1	$	1,204.4	$	1,263.9	$	1,333.9
EBITDA		159.5		134.1		147.0		156.1		167.2
Diluted earnings per share		1.73		1.44		1.56		2.01		2.18

The projections for the "optimistic case" were as follows:

	2000		2001		2002		2003		2004
	(in millions, except per share data)
Revenue	$	1,300.8	$	1,419.1	$	1,524.5	$	1,646.8	$	1,779.2
EBITDA		159.5		201.0		223.5		258.5		298.4
Diluted earnings per share		1.73		3.14		3.56		4.62		5.64

In November 2000 we updated the projections for the "base case" to reflect our actual results through September 30, 2000, by replacing the third quarter 2000 results from the 2000 operating plan with actual third quarter results and then applying the same growth assumptions as previously used. Using these actual results through September 30, 2000, we derived the following projections for the "base case":

	2000		2001		2002		2003		2004
	(in millions, except per share data)
Revenue	$	1,296.3	$	1,373.0	$	1,452.0	$	1,531.4	$	1,602.6
EBITDA		153.5		179.3		200.3		219.9		234.7
Diluted earnings per share		1.63		2.58		2.88		3.53		3.88

2001 Operating Plan

In late December of 2000, our management submitted to our board of directors and the special committee a draft 2001 operating plan, and in mid-January a final 2001 operating plan. The final 2001 operating plan included the following for revenue, EBITDA and diluted earnings per share:

	2001 Operating Plan
	(in millions, except per share data)
Revenue	$	1,371.6
EBITDA		160.1
Diluted earnings per share		1.71

Projections Provided to Rating Agencies

On January 26, 2001, Ray Wirta and other members of our management team and representatives of the continuing stockholders and Morgan Stanley met with two credit rating agencies, Moody's Investors Service and Standard & Poor's Rating Services, in order to update them on our performance and to discuss the proposed financing for the merger. We and the representatives of the continuing stockholders jointly developed the following five year projections and presented them to the credit rating agencies at these meetings.

	2001		2002		2003		2004		2005
	(in millions)
Revenue	$	1,371.6	$	1,440.0	$	1,514.3	$	1,595.2	$	1,678.0
EBITDA		160.1		168.0		178.7		193.3		212.5

Opinion of Financial Advisor to the Special Committee

The full text of Morgan Stanley's opinion, dated as of February 23, 2001, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken by Morgan Stanley is attached as Appendix F to this proxy statement. We urge you to read this opinion carefully and in its entirety. Morgan Stanley's opinion is directed to the board of directors and the special committee, addresses only the fairness from a financial point of view of the consideration to be received pursuant to the merger agreement by our unaffiliated stockholders, and does not address any other aspect of the merger or constitute a recommendation to any of our stockholders as to how to vote at the special meeting. This summary is qualified in its entirety by reference to the full text of the opinion.

The special committee retained Morgan Stanley to provide it with financial advisory services and, if applicable, a financial fairness opinion in connection with the merger or an alternative transaction. The special committee selected Morgan Stanley to act as financial advisor based upon Morgan Stanley's qualifications, expertise and reputation and its knowledge of our business and affairs. At meetings of the special committee and our board of directors on February 23, 2001, Morgan Stanley rendered its oral opinion, subsequently confirmed in writing, that as of February 23, 2001 and subject to and based upon the considerations in its opinion, the consideration to be received by our unaffiliated stockholders pursuant to the merger agreement is fair from a financial point of view to those holders.

In connection with rendering its opinion, Morgan Stanley, among other things:

•: reviewed certain publicly available financial statements and other information of CB Richard Ellis Services;
•: reviewed certain internal financial statements and other financial and operating data concerning CB Richard Ellis Services prepared by our management;

•: reviewed certain financial projections prepared by our management and the continuing stockholders, and discussed these projections and adjustments thereto with the special committee;
•: discussed our past and current operations and financial condition and our prospects, including information relating to certain strategic, financial and operational benefits anticipated from the merger, with our senior executives;
•: reviewed the reported prices and trading activity for our common stock;
•: compared our financial performance and the prices and trading activity of our common stock with that of certain other comparable publicly-traded companies and their securities;
•: reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions;
•: participated in discussions and negotiations among representatives of CB Richard Ellis Services, the acquisition companies and certain other parties and their financial and legal advisors;
•: reviewed the merger agreement and certain related documents;
•: reviewed drafts of the commitment letters provided to the acquisition companies by Credit Suisse First Boston and DLJ Investment Funding, Inc.; and
•: performed such other analyses and considered such other factors as Morgan Stanley deemed appropriate.

Morgan Stanley assumed and relied upon, without responsibility for independent verification, the accuracy and completeness of the information reviewed by it for the purposes of its opinion. With respect to the financial projections and any adjustments thereto, including information relating to certain strategic, financial and operational benefits anticipated from the merger, Morgan Stanley assumed that they were reasonably prepared on bases reflecting the best currently available estimates and judgments of the future financial performance of CB Richard Ellis Services. In addition, Morgan Stanley assumed that the merger will be consummated in accordance with the terms set forth in the merger agreement. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of CB Richard Ellis Services, nor was Morgan Stanley furnished with any such appraisals. The opinion of Morgan Stanley was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of, February 23, 2001.

The following is a summary of the material financial analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its written opinion. Some of these summaries of financial analyses include information in tabular format. In order to understand fully the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses.

Historical Share Price Performance

Morgan Stanley reviewed the price performance and trading volumes of our common stock from November 10, 1999 through November 10, 2000, the last trading day prior to the public announcement of the BLUM CB Corp. proposal. Morgan Stanley noted that the low and high trading prices per share of CB Richard Ellis Services common stock during that period were $9.13 to $14.81. Morgan Stanley further noted that the proposal price of $15.50 per share that was publicly announced on November 13, 2000 exceeded this trading range. Morgan Stanley also noted that the $16.00 per share price offered on February 20, 2001 further exceeded the proposal price announced on November 13, 2000.

Premiums Paid in Selected REIT Precedent Transactions Analysis

Morgan Stanley reviewed all of the REIT mergers and acquisitions that occurred between April 1996 and September 2000 and selected for analysis all of those in which the consideration was paid in cash and in which the transaction value was within the range of $400 million to $4.5 billion, which range of values was deemed appropriate to provide transactions sufficiently close in size to the merger to be comparable. For each of the twelve REIT transactions that fit these criteria, Morgan Stanley analyzed the premiums paid in the transaction over the prevailing market price before the announcement of the transaction. The premiums were calculated by computing the percentage excess of the price per share implied at announcement over the targets' unaffected trading price, which was defined as the average per share price of the target's common stock for the ten day period from fifteen days prior to the announcement of the transaction through five days prior to the announcement of the transaction. These transactions analyzed were:

Acquiror		Acquiree	Premium to unaffected price
CalPERS & National Retail Partners, LLC		First Washington Realty Trust Inc.	22.4	%
Rodamco North America		Urban Shopping Centers, Inc.	37.7	%
Equity Residential Properties Trust		Grove Property Trust	5.9	%
Heritage Property Investment Trust		Bradley Real Estate, Inc.	20.8	%
Equity Office Properties Trust		Cornerstone Properties, Inc.	22.3	%
Olympus Real Estate Corp/Westdale		Walden Residential Properties, Inc.	26.4	%
SHP Acquisition, LLC		Sunstone Hotel Investors, Inc.	44.0	%
Aptco LLC (Krupp Group)		Berkshire Realty Co.	26.5	%
The Irvine Company		Irvine Apartment Communities	24.6	%
ProLogis Trust		Meridian Industrial Trust	12.0	%
Reckson Associates Realty/Crescent Real Estate
	Equities	Tower Realty Trust, Inc.	2.3	%
Highwoods Properties Inc.		Crocker Realty Trust Inc.	15.3	%

Based on the premiums paid in these transactions, Morgan Stanley derived a range of valuations for CB Richard Ellis Services. Morgan Stanley applied a range of premiums from the selected comparable transactions of 12% to 25% to our unaffected stock price as of November 9, 2000, the day prior to the receipt of the letter by our board of directors describing the offer from BLUM CB Corp., which resulted in a low to high range of per share prices for CB Richard Ellis Services of $14.00 to $15.63. Morgan Stanley noted that the $16.00 per share merger price was a 28.0% premium to the closing stock price on November 9, 2000. Morgan Stanley further noted that the $16.00 merger price exceeded the above range derived from the selected REIT precedent transaction analysis.

No transaction utilized as a comparison in the REIT precedent transaction analysis is identical to the merger. In evaluating the REIT precedent transactions, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond our control. These other matters include the impact of competition on us and the industry generally, industry growth and the absence of any material adverse change in the financial condition and prospects of CB Richard Ellis Services or in the industry or financial markets in general. Mathematical analysis, such as determining the average or median, is not in itself a meaningful method of using precedent transaction data.

Premiums Paid in Selected Real Estate Management Precedent Transactions Analysis

Morgan Stanley reviewed three recent mergers or acquisitions involving real estate management companies that shared characteristics with the merger and analyzed the multiple of the aggregate value,

with aggregate value defined as equity value plus net debt, to last twelve months earnings before interest, taxes, depreciation and amortization, or "LTM EBITDA," implied by each transaction based on the purchase price paid. The three transactions selected for this analysis were selected because they were all of the mergers or acquisitions occurring after August 1, 1998 in which the acquired company was one involved in the real estate services industry and in which the transaction value was deemed sufficiently close to the value of the merger to be comparable (the selected transactions' values ranged from $75 million to $460 million).

The transactions analyzed were:

Acquiror	Acquiree	Aggregate Value/ LTM EBITDA Multiple	Date Announced
Insignia Financial Group Inc.	Douglas Elliman	5.0x	May 28, 1999
LaSalle Partners	Jones Lang Wootton	7.9x	October 22, 1998
LaSalle Partners	Compass Financial & Leasing	7.3x	August 31, 1998

Morgan Stanley derived a range of multiples that were paid in the selected transactions and the values per share that these multiples would imply for CB Richard Ellis Services. The implied values per share were discounted by 30% for the more recent transaction and 40% for the earlier transactions to reflect the fact that, at the time the original BLUM CB Corp. proposal was made, trading multiples in real estate management companies and the broader market were generally lower than during the period when the precedent transactions were announced (August 1998 to May 1999). The discount amounts used were based upon the approximate decline from the dates of the precedent transactions to November 13, 2000 in the sector stock index, which includes Grubb & Ellis Company, Insignia Financial Group Incorporated, Jones Lang LaSalle Incorporated, Trammell Crow Company and CB Richard Ellis Services. In the discussion that follows, we refer to Grubb & Ellis, Insignia Financial Group, Jones Lang LaSalle and Trammell Crow as the "comparable companies." Applying a range of multiples of between 5.0x and 7.5x to 2000 actual EBITDA for CB Richard Ellis Services and 30% to 40% discounts, resulted in a discounted implied share price of $11.75 to $20.00. Morgan Stanley noted that the $16.00 per share merger price fell within the above range derived from the selected real estate management precedent transaction analysis.

No transaction utilized as a comparison in the real estate management precedent transaction analysis is identical to the merger. In evaluating the real estate management precedent transactions, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond our control. These other matters include the impact of competition on us and the industry generally, industry growth and the absence of any material adverse change in our financial condition and prospects or in the industry or financial markets in general. Mathematical analysis, such as determining the average or median, is not in itself a meaningful method of using precedent transaction data.

Comparable Companies Analysis

Morgan Stanley compared selected historical and projected financial and operating data from publicly available research analyst estimates of CB Richard Ellis Services with the corresponding data and stock market performance data of the comparable companies (Grubb & Ellis, Insignia Financial Group, Jones Lang LaSalle and Trammell Crow) available from publicly available sources.

Morgan Stanley calculated trading statistics for each member of the comparable companies including:

•: The multiple of each company's common stock trading price as of February 16, 2001 to forecasted 2000 earnings per share ("EPS");

•: The multiple of that share price to forecasted 2001 EPS (in the table below, an "EPS multiple");
•: The multiple of the share price to "adjusted" forecasted 2000 EPS, with "adjusted" defined as net income plus depreciation and amortization, less capital expenditures;
•: The multiple of the share price to "adjusted" forecasted 2001 EPS (in the table below, an "AEPS multiple");
•: The multiple of the aggregate value, with aggregate value defined as equity value plus net debt, to forecasted 2000 EBITDA; and
•: The multiple of the aggregate value to forecasted 2001 EBITDA (in the table below, an "EBITDA multiple").

Morgan Stanley derived a range of valuations for CB Richard Ellis Services by selecting low and high multiples from the comparable companies data set:

	Multiple
Trading Statistic	Multiple
Trading Statistic	Low	High
2000 EPS multiples	7.0x	10.0x
2001 EPS multiples	6.0x	8.5x
2000 AEPS multiples	5.5x	8.0x
2001 AEPS multiples	5.0x	7.5x
2000 EBITDA multiples	4.0x	5.0x
2001 EBITDA multiples	3.5x	4.5x

After applying the above ranges of multiples to the applicable values for CB Richard Ellis Services and assuming a 25% control premium, Morgan Stanley derived a range of per share prices for CB Richard Ellis Services of $13.00 to $20.00. Morgan Stanley noted that the $16.00 per share merger price fell within the range derived from the comparable company analysis.

No company utilized in the comparable company analysis is identical to CB Richard Ellis Services. In selecting and evaluating the comparable companies, Morgan Stanley made certain judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters. Mathematical analysis, such as determining the average or median, of certain financial ratios of the comparable companies is not in itself a meaningful method of using comparable company data.

Discounted Cash Flow Analysis

Morgan Stanley performed a discounted cash flow analysis of CB Richard Ellis Services assuming the market conditions as of February 23, 2001 would continue and taking into account projections and assumptions provided by, and conversations with, CB Richard Ellis Services' management. This case used discount rates of 15.0% and 17.0% of unlevered cash flows from 2001-2006 and terminal multiples of 2007 EBITDA of 3.5x and 4.5x. This analysis resulted in a range of $13.25 to $19.50 per share of our common stock. Morgan Stanley noted that the $16.00 per share merger price fell within the range derived from this discounted cash flow analysis.

Morgan Stanley performed another discounted cash flow analysis of CB Richard Ellis Services assuming "recession" market conditions and taking into account projections and assumptions provided by and conversations with our management. This case used discount rates of 15.0% and 17.0% of unlevered cash flows from 2001-2006 and terminal multiples of 2007 EBITDA of 3.5x and 4.5x. This analysis resulted in a range of $8.25 to $13.50 per share of our common stock. Morgan Stanley noted that the $16.00 per share merger price exceeded the range derived from this discounted cash flow analysis.

Break-up Value Analysis

Morgan Stanley also performed a break-up value analysis in which it analyzed the price per share of our common stock if each individual business segment were sold separately. Morgan Stanley selected a range of EBITDA multiples that it considered appropriate for each business segment based on the EBITDA multiples of the comparable companies (Grubb & Ellis, Insignia Financial Group, Jones Lang LaSalle and Trammell Crow) and their relative business segment breakdown.

The range of multiples used were:

	Multiple
Business Segment	Multiple
Business Segment	Low	High
Transaction Management	3.5x	4.5x
Financial Services	5.0x	6.0x
Management Services	5.0x	6.0x

Applying this range of multiples to 2000 EBITDA for each of our business segments resulted in a per share price for CB Richard Ellis Services of $11.75 to $18.50. Morgan Stanley noted that the $16.00 per share merger price fell within the range derived from the break-up value analysis.

Leveraged Buyout Analysis

Morgan Stanley also performed a leveraged buyout analysis in which it analyzed the price per share a financial buyer might be willing to offer to purchase CB Richard Ellis Services, assuming a capital structure and required rate of return on the buyer's investment. Morgan Stanley based its analyses on the projections described above within "Discounted Cash Flow Analysis," the sources and uses from the CSFB Commitment Letter dated February 23, 2001, and our December 31, 2000 balance sheet with certain adjustments to reflect the cyclical nature of our debt. Assuming an exit multiple of 4.25x to 2006 EBITDA and targeted investor returns of 20%, the range of present values per share of our common stock was $12.00 to $16.50. Morgan Stanley noted that the $16.00 per share merger price fell within the range derived from the leveraged buyout analysis.

Additional Matters

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor considered by it. Morgan Stanley believes that the summary provided and the analyses described above must be considered as a whole and that selecting portions of these analyses, without considering all of the analyses, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors and may have deemed various assumptions more or less probable than other assumptions, so that the range of valuations resulting from any particular analysis described above should therefore not be taken to be Morgan Stanley's view of the actual value of CB Richard Ellis Services.

In performing its analyses, Morgan Stanley made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond our control. Any estimates contained in Morgan Stanley's analysis are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by these estimates. The analyses performed were prepared solely as a part of Morgan Stanley's analysis of the fairness from a financial point of view to the unaffiliated holders of our common stock of the consideration to be received pursuant to the merger agreement, and were conducted in connection with

the delivery by Morgan Stanley of its opinion dated February 23, 2001 to the board of directors and the special committee of CB Richard Ellis Services. Morgan Stanley's analyses do not purport to be appraisals or to reflect the prices at which CB Richard Ellis Services might actually be sold. The terms of the merger agreement were determined through negotiations between the special committee and the acquisition companies and were approved by our board of directors. Morgan Stanley provided advice to the special committee during such negotiations. However, Morgan Stanley did not recommend any specific consideration to the special committee or recommend that any specific consideration constituted the only appropriate consideration for the merger.

Morgan Stanley's opinion was one of a number of factors taken into consideration by the special committee and the board of directors in making their determinations to recommend adoption of the merger agreement. Consequently, the Morgan Stanley analyses described above should not be determinative of the opinion of the special committee and the board of directors with respect to the value of CB Richard Ellis Services or whether a different valuation could have been negotiated with the acquisition companies.

Morgan Stanley is an internationally recognized investment banking and advisory firm. Morgan Stanley, as part of its investment banking and advisory business, is continuously engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. In addition, Morgan Stanley is a full-service securities firm engaged in securities trading, brokerage and financing activities. In the ordinary course of Morgan Stanley's trading and brokerage activities, Morgan Stanley or its affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions for their own accounts or accounts of their customers, in debt or equity securities or senior loans of CB Richard Ellis Services.

Pursuant to a letter agreement dated November 20, 2000, we agreed to pay Morgan Stanley various fees, which include an advisory fee of $2.0 million. In addition, if a transaction is completed, Morgan Stanley will receive a transaction fee against which the advisory fee paid will be credited. The transaction fee will be approximately $4.1 million for the merger or any other transaction of equivalent value. In addition, CB Richard Ellis Services has agreed to reimburse Morgan Stanley for its reasonable out-of-pocket expenses and to indemnify Morgan Stanley and its affiliates, their respective directors, officers, agents and employees and each person, if any, controlling Morgan Stanley or any of its affiliates, against liabilities and expenses arising out of the engagement and the transactions in connection therewith, including liabilities under federal securities laws. In the past Morgan Stanley and its affiliates have provided financial advisory and financing services to, and are investors in, Constellation Real Technologies, a consortium in which CB Richard Ellis Services is a founding member, and have received fees of approximately 3% of the common equity of Constellation, taken in the form of shares, for rendering these services. According to Morgan Stanley's Annual Report on Form 10-K for its fiscal year ended November 30, 2000, its total revenues during such fiscal year were approximately $45.4 billion and its total revenues from investment banking activities during that period were approximately $5.0 billion.

Effects of the Merger

Participation in Future Growth

As a result of the merger CB Richard Ellis Services will become a wholly-owned subsidiary of CBRE Holding. After the effective time of the merger, our stockholders, other than the continuing stockholders and any of our eligible employees and independent contractors who participate in the anticipated offerings by CBRE Holding described in the section below titled "—Anticipated Offerings by CBRE Holding," will cease to have any direct or indirect ownership interests in CB Richard Ellis

Services or rights as stockholders of CB Richard Ellis Services. Upon completion of the merger, the continuing stockholders are expected to own between approximately 80% and 97% of the outstanding common stock of CBRE Holding. Although their equity investment in CBRE Holding involves risk resulting from, among other things, the limited liquidity of the investment and the large amount of debt to be incurred in connection with the merger, the continuing stockholders and the other stockholders of CBRE Holding will be the sole beneficiaries of the future earnings and growth of CB Richard Ellis Services, if any.

Treatment of Continuing Stockholders' and Affiliated Directors' Equity Interests

In addition, any of the continuing stockholders and the affiliated directors that hold options to acquire our common stock will be entitled to receive in connection with the merger an amount in cash for each option they own equal to the greater of (A) the amount by which $16.00 exceeds the exercise price of the option, if any, and (B) $1.00, reduced in each case by applicable withholding taxes. The formula for the payments to the continuing stockholders and the affiliated directors for their options is the same as the formula for the payments to other option holders for their options. Except as described in the following two sentences, as a result of the merger, each of the warrants to acquire our common stock held by the continuing stockholders, including those stockholders affiliated with Freeman Spogli, effectively will terminate. Pursuant to the contribution and voting agreement, the warrants to acquire shares of our common stock that are beneficially owned by Ray Wirta and Donald Koll will be converted into the right to receive $1.00 per share of our common stock underlying the warrants. Also pursuant to the contribution and voting agreement, upon the consummation of the merger, CBRE Holding will issue warrants to purchase shares of Class B common stock of CBRE Holding to the continuing stockholders affiliated with Freeman Spogli pursuant to the terms and conditions set forth in a warrant agreement. See "OTHER AGREEMENTS—Contribution and Voting Agreement."

Based upon the options and warrants held by the continuing stockholders and the affiliated directors on the record date, the continuing stockholders and the affiliated directors will be entitled to receive the following amounts in connection with the merger for options and warrants, reduced in each case by applicable withholding taxes:

•: Ray Wirta will be entitled to receive $269,375 for options to purchase an aggregate of 195,000 shares;
•: Brett White will be entitled to receive $201,750 for options to purchase an aggregate of 120,000 shares;
•: Donald Koll will be entitled to receive $366,315 for options to purchase an aggregate of 317,480 shares, and $29,052 for a warrant to purchase 29,052 shares, which excludes warrants beneficially owned by both Messrs. Wirta and Koll;
•: Frederic Malek will be entitled to receive $159,737 for options to purchase an aggregate of 15,777 shares;
•: Richard Blum will be entitled to receive $62,268 for options to purchase an aggregate of 18,872 shares; and
•: Bradford Freeman will be entitled to receive $9,185 for options to purchase an aggregate of 6,000 shares.

Effect on Interests in Our Net Book Value and Net Earnings

As a result of merger, the interests of each of the continuing stockholders and the affiliated directors in our net book value and net earnings will increase. In addition, CBRE Holding will obtain an interest in our net book value and net earnings as a result of the merger. BLUM CB Corp. does not currently have any interest in our net book value or net earnings and will not obtain any interest after the merger, because it will be merged into us and will not exist after the effective time of the merger.

The following table sets forth the interest of CBRE Holding and each of the continuing stockholders and the affiliated directors in our net book value, in terms of both dollar amounts and percentages, immediately prior to the merger and immediately following the merger. Following the merger, the interest of CBRE Holding in us will be direct and the interest of the other persons will be indirect as a result of their ownership interest in CBRE Holding. We have used our net book value of $224.3 million as of March 31, 2001 and the equity interest of the named person as of that date to compute the amount prior to the merger. To compute the amount following the merger, we adjusted our net book value as of March 31, 2001 to give effect to the merger and the related transactions, which resulted in an adjusted net book value of $291.1 million, and we adjusted the equity interest of the named person to give effect to the merger.

Name of Affiliate	Interest in Net Book Value Prior to the Merger ($ in millions)			Interest in Net Book Value Following the Merger ($ in millions)
CBRE Holding, Inc.	$	0.0 / 0.0	%	$	291.1 / 100.0	%
RCBA Strategic Partners, L.P.	$	25.5 / 11.4	%	$	130.2 / 44.7	%(1)
FS Equity Partners III, L.P.	$	35.6 / 15.9	%	$	71.4 / 24.5	%
FS Equity Partners International, L.P.	$	1.3 / 0.6	%	$	2.7 / 0.9	%
The Koll Holding Company	$	8.0 / 3.6	%	$	16.0 / 5.5	%
Richard Blum	$	37.2 / 16.6	%(2)	$	130.7 / 44.7	%(2)
Bradford Freeman	$	37.0 / 16.5	%(3)	$	74.1 / 25.5	%(3)
Ray Wirta	$	6.0 / 2.7	%(4)	$	13.5 / 4.6	%(4)
Brett White	$	0.6 / 0.3	%	$	2.6 / 0.9	%
Donald Koll	$	8.0 / 3.6	%(5)	$	16.0 / 5.5	%(5)
Frederic Malek	$	4.3 / 1.9	%	$	8.7 / 3.0	%

(1): Assumes that the contemplated offering by CBRE Holding to our eligible employees and independent contractors is fully subscribed and all shares are paid for with cash. To the extent that it is not fully subscribed, the interests of RCBA Strategic Partners, L.P. will increase. If the offering is not
subscribed at all, RCBA Strategic Partners' interest in net book value following the merger would be $187.4 million and 64.4%.
(2): Attributes to Mr. Blum the interests in us of RCBA Strategic Partners and certain of its affiliates, in whose ultimate controlling entities Mr. Blum owns beneficial interests. See footnote 1 regarding RCBA Strategic Partners' interest in us following the merger.
(3): Attributes to Mr. Freeman the interests in us of FS Equity Partners III, L.P. and FS Equity Partners International, L.P. Mr. Freeman owns beneficial interests in each of FS Holdings, Inc. and FS International Holdings Limited, which are, respectively, the general partners of FS Capital Partners, L.P. and FS&Co. International, L.P., which in turn are the respective general partners of FS Equity Partners III, L.P. and FS Equity Partners International, L.P.
(4): Interest includes 521,590 shares owned by The Koll Holding Company that Mr. Wirta has the right to acquire under an option granted to him by The Koll Holding Company, which 521,590 shares are also included in the interests indicated for The Koll Holding Company.
(5): Attributes to Mr. Koll the interest in us of The Koll Holding Company. Mr. Koll is the sole trustee of the Donald M. Koll Separate Property Trust, which wholly owns The Koll Company, which wholly owns The Koll Holding Company.

The following table sets forth the interest of CBRE Holding and each of the continuing stockholders and the affiliated directors in our net earnings, in terms of both dollar amounts and

percentages, immediately prior to the merger and immediately following the merger. Following the merger, the interest of CBRE Holding in us will be direct and the interest of the other persons will be indirect as a result of their ownership interest in CBRE Holding. We have used our net earnings of $33.4 million for the year 2000 and the equity interest of the named person to compute the amount prior to the merger. To compute the amount following the merger, we adjusted our net earnings for 2000 to give effect to the merger and the related transactions, which resulted in adjusted earnings of $18.7 million, and we adjusted the equity interest of the named person to give effect to the merger.

Name of Affiliate	Interest in Net Earnings Prior to the Merger ($ in millions)			Interest in Net Earnings Following the Merger ($ in milions)
CBRE Holding, Inc.	$	0.0 / 0.0	%	$	18.7 / 100.0	%
RCBA Strategic Partners, L.P.	$	3.8 / 11.4	%	$	8.4 / 44.7	%(1)
FS Equity Partners III, L.P.	$	5.3 / 15.9	%	$	4.6 / 24.5	%
FS Equity Partners International, L.P.	$	0.2 / 0.6	%	$	0.2 / 0.9	%
The Koll Holding Company	$	1.2 / 3.6	%	$	1.0 / 5.5	%
Richard Blum	$	5.5 / 16.6	%(2)	$	8.4 / 44.7	%(2)
Bradford Freeman	$	5.5 / 16.5	%(3)	$	4.8 / 25.5	%(3)
Ray Wirta	$	0.9 / 2.7	%(4)	$	0.9 / 4.6	%(4)
Brett White	$	0.1 / 0.3	%	$	0.2 / 0.9	%
Donald Koll	$	1.2 / 3.6	%(5)	$	1.0 / 5.5	%(5)
Frederic Malek	$	0.6 / 1.9	%	$	0.6 / 3.0	%

(1): Assumes that the contemplated offering by CBRE Holding to our eligible employees and independent contractors is fully subscribed and all shares are paid for with cash. To the extent that it is not fully subscribed, the interests of RCBA Strategic Partners, L.P. will increase. If the offering is not
subscribed at all, RCBA Strategic Partners' interest in net earnings following the merger would be $13.6 million and 64.4%.
(2): Attributes to Mr. Blum the interests in us of RCBA Strategic Partners and certain of its affiliates, in whose ultimate controlling entities Mr. Blum owns beneficial interests. See footnote 1 regarding RCBA Strategic Partners' interest in us following the merger.
(3): Attributes to Mr. Freeman the interests in us of FS Equity Partners III, L.P. and FS Equity Partners International, L.P. Mr. Freeman owns beneficial interests in each of FS Holdings, Inc. and FS International Holdings Limited, which are, respectively, the general partners of FS Capital Partners, L.P. and FS&Co. International, L.P., which in turn are the respective general partners of FS Equity Partners III, L.P. and FS Equity Partners International, L.P.
(4): Interest includes 521,590 shares owned by The Koll Holding Company that Mr. Wirta has the right to acquire under an option granted to him by The Koll Holding Company, which 521,590 shares are also included in the interests indicated for The Koll Holding Company.
(5): Attributes to Mr. Koll the interest in us of The Koll Holding Company. Mr. Koll is the sole trustee of the Donald M. Koll Separate Property Trust, which wholly owns The Koll Company, which wholly owns The Koll Holding Company.

Purchase of Shares Held by Affiliates of RCBA Strategic Partners

Immediately prior to the merger, RCBA Strategic Partners will purchase 1,077,986 shares of our common stock from various of its affiliates at a price of $16.00 per share, for an aggregate purchase price of $17,247,776. Pursuant to the terms of the contribution and voting agreement, at the effective

time of the merger RCBA Strategic Partners will contribute the shares it acquires in these purchases to CBRE Holding, together with those of our shares RCBA Strategic Partners currently holds, in exchange for shares of CBRE Holding Class B common stock on a one-for-one basis. See "OTHER AGREEMENTS—Contribution and Voting Agreement." Richard Blum, who is one of the affiliated directors, owns a beneficial interest in the general partner of RCBA Strategic Partners, RCBA GP, L.L.C., and therefore will have an interest in RCBA Strategic Partners' holdings of CBRE Holding Class B common stock.

Other Effects on Continuing Stockholders

In addition, the terms of the employment agreements described below under "—Interests of CB Richard Ellis Services Directors and Executive Officers in the Merger," will take effect following the merger. Further, under the securityholders' agreement, CBRE Holding will have certain rights to purchase, and the continuing stockholders will have certain rights to cause CBRE Holding to purchase, the CBRE Holding common stock owned by the continuing stockholders following the merger. See "OTHER AGREEMENTS—Securityholders' Agreement."

Delisting from NYSE and Deregistration under Exchange Act

As a result of the merger, CB Richard Ellis Services will be a wholly owned subsidiary of CBRE Holding and there will be no public market for its common stock. After the merger, our common stock will cease to be quoted on the New York Stock Exchange and price quotations with respect to sales of shares of our common stock in the public market will no longer be available and our obligation to file reports under the Exchange Act will be suspended. However, BLUM CB Corp. has issued $229 million of its senior subordinated notes in order to provide a portion of the financing for the merger and related transactions, and if the merger is consummated we will assume these obligations. Under the terms of a registration rights agreement BLUM CB Corp. entered into in connection with the issuance of those notes, we would be required to file an exchange registration statement under the Securities Act and to use our reasonable best efforts to have it declared effective by the 180th day after the merger, after which effectiveness we would be required to file reports under the Exchange Act. Moreover, as a result of the anticipated offerings by CBRE Holding of its Class A common stock to eligible CB Richard Ellis Services employees and independent contractors, as described in the section below titled "—Anticipated Offerings by CBRE Holding," registration statements have been filed under the Securities Act and under the Exchange Act by CBRE Holding. Accordingly, the common stock of CBRE Holding is expected to become registered under the Exchange Act and CBRE Holding is expected to become subject to the reporting requirements of the Exchange Act. In addition, pursuant to the terms of the agreements that will govern the senior notes to be issued and sold by CBRE Holding in connection with the financing of the merger, CBRE Holding expects to be required to comply with the reporting requirements of the Exchange Act for so long as those notes are outstanding. With respect to the shares of Class A common stock of CBRE Holding that are anticipated to be offered to eligible CB Richard Ellis Services employees and independent contractors, including the securities that may be issued pursuant to the transactions described below under the titles "Deferred Compensation Plan" and "Capital Accumulation Plan," neither we nor CBRE Holding currently intends to take any steps to assure that these securities are or will be eligible for trading on an automated quotations system operated by a national securities association.

Directors and Officers

From and after the effective time of the merger, the directors of BLUM CB Corp. will become the directors of CB Richard Ellis Services, the surviving corporation, and the current officers of CB Richard Ellis Services will remain the officers of the surviving corporation, in each case until their successors are duly elected or appointed and qualified. Also from and after the merger, pursuant to a

securityholders' agreement to be executed at the closing by the continuing stockholders and CBRE Holding, each of the continuing stockholders will agree to vote each of their shares to elect a specified slate of directors of CBRE Holding chosen by various of the continuing stockholders. As a result of this provision in the securityholders' agreement, after the merger RCBA Strategic Partners will initially designate four of CBRE Holding's eight directors and will have the right to increase the board of directors by one member and designate five of nine members. After the merger the CB Richard Ellis Services board of directors will be comprised of the same individuals as the CBRE Holding board of directors. In addition, at the time of the merger, each of the executive officers of CB Richard Ellis Services will become an executive officer of CBRE Holding with the same title as held with CB Richard Ellis Services.

Certificate of Incorporation and Bylaws

From and after the effective time of the merger, the certificate of incorporation and bylaws of CB Richard Ellis Services in effect immediately prior to the effective time will remain the certificate of incorporation and bylaws of the surviving corporation, each until amended afterwards.

Business and Operations of CB Richard Ellis Services

It is expected that following completion of the merger, the operations of CB Richard Ellis Services will be conducted substantially as they are currently being conducted. Other than the merger and the other transactions described in the merger agreement, none of CB Richard Ellis Services, the acquisition companies and the continuing stockholders has any present plans or proposals that relate to or would result in an extraordinary corporate transaction involving CB Richard Ellis Services' or the acquisition companies' corporate structure, business or management, such as a merger, reorganization, liquidation, relocation of any operations or sale or transfer of a material amount of assets. However, the acquisition companies and the continuing stockholders will continue to evaluate the business and operations of CB Richard Ellis Services after the merger, and may develop new plans and proposals in the future.

Treatment of Stock Options

At the effective time of the merger, each holder of an option outstanding as of the effective time of the merger will be entitled to receive in full satisfaction of the option a cash payment equal to the greater of (1) the product of (A) the amount by which $16.00 exceeds the exercise price per share subject to the option, if any, multiplied by (B) the number of shares of our common stock subject to the option immediately prior to the effective time of the merger, or (2) $1.00 multiplied by the number of shares of our common stock subject to the option immediately prior to the effective time of the merger, reduced in each case by applicable withholding taxes. Any amounts withheld from these payments and paid to the proper authority will be treated for all purposes as having been paid to the option holders. Upon the receipt by the option holder of this payment, the option held by the holder will be cancelled and the option holder's acceptance of the payment will be deemed a release of all of his rights with respect to the option.

Each holder of an option to acquire our common stock that does not elect to receive the consideration described in the previous paragraph for his or her options will continue to hold those options after the merger. However, after the merger, we will be a wholly-owned subsidiary of CBRE Holding and our common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934. Accordingly, if a holder of our options who does not elect to receive the consideration described above exercises his or her options after the merger, the holder would receive common stock of a subsidiary of CBRE Holding, which common stock would be difficult, if not impossible, to sell.

Deferred Compensation Plan

At the effective time of the merger, our Deferred Compensation Plan, or "DCP," will be amended to provide that each CBRE Stock Fund Unit, as defined in the DCP, will thereafter represent the right to receive one share of Class A common stock of CBRE Holding. Each participant in the DCP who has CBRE Stock Fund Units that are not vested prior to the effective time and are credited to his or her account before the effective time, including stock fund units that may vest as a result of the merger, will continue to hold those CBRE Stock Fund Units in his or her account under the DCP, except that each CBRE Stock Fund Unit will thereafter represent the right to receive one share of CBRE Holding Class A common stock rather than one share of CB Richard Ellis Services common stock.

Each participant in the DCP who is one of our employees or one of our independent contractors in the states of California, New York, Illinois or Washington and has CBRE Stock Fund Units that are vested and credited to his or her account prior to the effective time will be required, prior to the effective time, to make one of the following elections regarding the vested CBRE Stock Fund Units: (A) convert the vested CBRE Stock Fund Units at the effective time, based upon a value of $16.00 per CBRE Stock Fund Unit, into the interest index fund alternative or any of the insurance mutual fund alternatives that are available under the DCP, or (B) continue to hold the vested CBRE Stock Fund Units in his or her account under the DCP. This election will be made available by CBRE Holding to eligible participants in the DCP only pursuant to a prospectus complying with applicable securities laws, and that prospectus will be provided to those persons prior to the merger. This proxy statement is not an offer to sell, or a solicitation of an offer to buy, any of our securities or the securities of CBRE Holding.

Each participant in the DCP who is not one of our employees or one of our independent contractors in the states of California, New York, Illinois or Washington and has CBRE Stock Fund Units that are vested and credited to his or her account as of the effective time must, prior to the effective time, choose to have the vested CBRE Stock Fund Units converted at the effective time, based upon a value of $16.00 per CBRE Stock Fund Unit, into the interest index fund alternative or any of the insurance mutual fund alternatives that are available under the DCP.

Before the effective time, we and the acquisition companies will take all commercially reasonable actions, including amending the terms of the DCP, necessary to give effect to these provisions concerning the DCP.

Capital Accumulation Plan

At the effective time, each participant in the CB Richard Ellis Services Capital Accumulation Plan, our 401(k) plan, with an account balance invested in the Company Stock Fund, as defined in our Capital Accumulation Plan, will receive, in exchange for the participant's shares of CB Richard Ellis Services common stock in the Company Stock Fund, an amount equal to (1) the number of those shares multiplied by (2) the merger consideration of $16.00 per share of our common stock. As of the effective time, provided that the registration statement that has been filed by CBRE Holding has been declared effective by the Securities and Exchange Commission, each Capital Accumulation Plan participant who is one of our U.S. employees may invest, pursuant to the terms of the Capital Accumulation Plan, in shares of the Class A common stock of CBRE Holding to be held in the Capital Accumulation Plan, based on a per share price equal to $16.00, and subject to the following limitations: (1) the value of the CBRE Holding shares held in the participant's 401(k) account may not exceed 50% of the total value of the participant's 401(k) account as of the effective time, with all other investments in the participant's account being valued as of the month end immediately preceding the effectiveness of the registration statement filed by CBRE Holding; and (2) if the total number of CBRE Holding shares requested to be purchased in the 401(k) plan by participants exceeds 50% of the

total number of shares of CB Richard Ellis Services common stock held in the 401(k) plan as of April 1, 2001, then the number of CBRE Holding shares each participant may purchase to hold in the participant's 401(k) account may not exceed the participant's pro rata portion, based on number of shares requested by the participant, of the total shares requested to be purchased by all participants. Before the effective time, CB Richard Ellis Services and CBRE Holding will take all commercially reasonable actions, including amending the terms of the Capital Accumulation Plan, necessary to give effect to the transactions described in this paragraph.

The opportunity to acquire shares of CBRE Holding common stock described in the previous paragraph will be made available by CBRE Holding to eligible participants in the Capital Accumulation Plan only pursuant to a valid prospectus complying with applicable securities laws, and that prospectus will be provided to the participants by CBRE Holding prior to the merger. This proxy statement is not an offer to sell, or a solicitation of an offer to buy, any of our securities or the securities of CBRE Holding.

Refinancing of Substantially All of Our Current Long-Term Indebtedness

In connection with the merger, we will repay all amounts outstanding under our current revolving credit facility with Bank of America, which totaled approximately $226.4 million as of March 31, 2001. In addition, pursuant to the merger agreement, we are making an offer to purchase all of our outstanding 8⁷/8% senior subordinated notes due 2006, which consisted of $175 million of aggregate principal amount as of March 31, 2001. In connection with the offer to purchase our senior subordinated notes, we are also soliciting consents from the holders of the senior subordinated notes to specified amendments to the indenture governing the notes. The receipt of these consents from the holders of a majority of the aggregate principal amount of the senior subordinated notes is a condition precedent to the obligation of the acquisition companies to close the merger agreement.

Risk that the Merger Will Not Be Completed

Completion of the merger is subject to various conditions set forth in the merger agreement, including, but not limited to, the following:

•: the merger agreement must be adopted at the special meeting by the affirmative vote of holders of at least two-thirds of the outstanding shares of our common stock held by stockholders other than the continuing stockholders and their affiliates and by the affirmative vote of holders of a majority of the outstanding shares of our common stock;
•: the acquisition companies must have obtained debt financing sufficient to consummate the merger and the related transactions;
•: each of the parties to the merger agreement must have performed its obligations under the merger agreement in all material respects at or before the effective time of the merger;
•: all necessary consents, permits and approvals must have been obtained;
•: there must be no law, injunction or order prohibiting the completion of the merger;
•: the representations and warranties made by the parties in the merger agreement must be true and correct in all material respects at the effective time of the merger;
•: since the date of the merger agreement, there must not have occurred an event which is continuing and which constitutes a material adverse effect on CB Richard Ellis Services; and
•: the registration statement of CBRE Holding registering shares for the anticipated offering of shares of CBRE Holding Class A common stock to eligible CB Richard Ellis Services employees

and independent contractors must have been declared effective by the Securities and Exchange Commission.

As a result of the various conditions to the completion of the merger, we cannot assure you that the merger will be completed, even if the requisite stockholder approvals are obtained.

It is expected that if our stockholders do not adopt the merger agreement, or if the merger is not completed for any other reason, our current management under the direction of our current board of directors, will continue to manage CB Richard Ellis Services as an on-going business.

Interests of CB Richard Ellis Services Directors and Executive Officers in the Merger

General

In considering the recommendation of the board of directors and the special committee, you should be aware that certain members of our management and the board of directors have interests in the transaction that are or may be different from, or in addition to, your interests as a CB Richard Ellis Services stockholder. The board of directors appointed the special committee, consisting solely of directors who are not current or former officers or employees of CB Richard Ellis Services and who will not retain an economic interest in CB Richard Ellis Services or the acquisition companies following the merger, to solicit and evaluate, negotiate the terms of, and accept or reject, any offer to acquire CB Richard Ellis Services, including any offer by a third party. The special committee was aware of these differing interests and considered them, among other matters, in recommending the adoption of the merger agreement and in recommending that the board of directors approve and adopt the merger agreement and recommend to our stockholders that they approve the merger agreement. The board of directors was also aware of these interests when deciding to approve the merger agreement and recommend that our stockholders adopt the merger agreement.

Treatment of Directors' and Executive Officers' Equity Interests

Our directors and executive officers will receive cash in the merger for the shares of our common stock owned by them and have the right to receive cash in the merger for the options to purchase shares of our common stock owned by them. With the exception of shares owned by directors and executive officers who are continuing stockholders, which will be contributed to CBRE Holding in exchange for CBRE Holding Class B common stock, the shares of our common stock owned by our directors and executive officers will be converted at the effective time of the merger into the right to receive an amount in cash equal to $16.00 per share. Each of our directors and executive officers who holds vested or unvested options to acquire our common stock, including the options held by directors and executive officers who are continuing stockholders, will have the right to receive at the effective time of the merger, in consideration for the cancellation of his or her options, an amount per share subject to each canceled option equal to the greater of (A) the amount by which $16.00 exceeds the exercise price of the option, if any, and (B) $1.00, reduced in each case by applicable withholding taxes. Except for the shares of our common stock being contributed to CBRE Holding by our directors and executive officers who are continuing stockholders, the shares and options owned by our directors and executive officers are to be treated under the merger agreement in the same manner as all other shares of our common stock held by stockholders generally and all other options to purchase shares of our common held by holders of our options generally. The cash amounts to be received in the merger by our directors and executive officers who are continuing stockholders or affiliated directors for options and warrants owned by them are indicated above in the discussion under the title "—Effects of the Merger." The cash amounts to be received, or entitled to be received, in the merger by our other

directors and executive officers for shares of our common stock and options to acquire our common stock are as follows:

•: Stanton Anderson will be entitled to receive $131,731 for options to purchase an aggregate of 13,997 shares;
•: Gary Beban will be entitled to receive $2,250,690 for 150,046 shares, which amount will be reduced to repay the loan from us to purchase the shares, and $48,000 for options to purchase an aggregate of 48,000 shares;
•: James Didion will be entitled to receive $4,877,824 for 304,864 shares, which amount will be reduced to repay the loan from us to purchase the shares, and $200,000 for options to purchase an aggregate of 200,000 shares;
•: Paul Leach will be entitled to receive $68,333 for options to purchase an aggregate of 9,943 shares;
•: James Leonetti will be entitled to receive $137,500 for options to purchase an aggregate of 25,000 shares;
•: David Lind will be entitled to receive $93,776 for 5,861 shares, which amount will be reduced to repay the loan from us to purchase the shares, and $42,067 for options to purchase an aggregate of 8,192 shares;
•: Walter Stafford will be entitled to receive $1,030,368 for 64,398 shares, which amount will be reduced to repay the loan from us to purchase the shares, and $58,750 for options to purchase an aggregate of 30,000 shares; and
•: Ray Uttenhove will be entitled to receive $56,976 for 3,561 shares and $45,787 for options to purchase an aggregate of 8,440 shares.

In addition to shares and options, our Chief Executive Officer and director Ray Wirta and our director Donald Koll own warrants to purchase shares of our common stock for which they will receive cash payments in connection with the merger. Mr. Wirta is a continuing stockholder and Mr. Koll is affiliated with The Koll Holding Company, which is a continuing stockholder. The cash amounts to be received in the merger by Messrs. Wirta and Koll for their warrants are indicated above in the discussion under the title "—Effects of the Merger."

Under the terms of the contribution and voting agreement, upon consummation of the merger, warrants owned by the continuing stockholders affiliated with Freeman Spogli to acquire 364,884 shares of our common stock will be cancelled and CBRE Holding will issue to these continuing stockholders warrants to acquire shares of Class B common stock of CBRE Holding. These warrants will entitle these continuing stockholders to acquire a number of shares of Class B common stock of CBRE Holding which represents the same percentage of the total outstanding shares of all classes of common stock of CBRE Holding immediately after the merger as the 364,884 shares of our common stock underlying these continuing stockholders' current warrants represent of our outstanding shares of common stock immediately prior to the merger. Director Bradford Freeman owns a beneficial interest in Freeman Spogli and therefore has an interest in CBRE Holding's issuance of these warrants to the continuing stockholders affiliated with Freeman Spogli. See "OTHER AGREEMENTS—Contribution and Voting Agreement."

In addition, pursuant to the merger agreement, each of our directors and executive officers who is one of our employees and is a participant in our Deferred Compensation Plan, or "DCP," and has CBRE Stock Fund Units, as defined in the DCP, that are vested prior to the merger and credited to his or her account as of the effective time of the merger, may elect, prior to the effective time, to (A) convert the vested CBRE Stock Fund Units at the effective time, based upon a value of $16.00 per

CBRE Stock Fund Unit, into the interest index fund alternative or any of the insurance mutual fund alternatives that are available under the DCP, or (B) continue to hold the vested CBRE Stock Fund Units in his or her account under the DCP, except that each such CBRE Stock Fund Unit will thereafter represent the right to receive a share of common stock of CBRE Holding. All stock fund units that are held by our directors and executive officers that have vested prior to the merger, including any that may vest as a result of the merger, will continue as a stock fund unit of CBRE Holding after the merger. The CBRE Stock Fund Units that our directors and executive officers who are our employees have credited to their accounts in the DCP are to be treated under the merger agreement in the same manner as all other CBRE Stock Fund Units held by our employees generally.

Other Interests of Members of the Special Committee

Mr. Anderson is a partner in the law firm of McDermott, Will & Emery, counsel to the special committee.

Interests in Termination Fee and Payment of Fees and Expenses

Our director Richard Blum owns a beneficial interest in RCBA Strategic Partners, L.P., the continuing stockholder to which we would be obligated under the terms of the merger agreement to pay a termination fee and reimbursement for out-of-pocket expenses in the event the merger agreement is terminated under specified circumstances. The termination fee provided for is $7.5 million and the maximum reimbursement of fees and expenses provided for is $3.0 million. See "THE MERGER AGREEMENT—Termination Fee." In addition, under the terms of the contribution and voting agreement, RCBA Strategic Partners must pay portions of any termination fee it receives pursuant to the merger agreement to the continuing stockholders other than the affiliates of Freeman Spogli, as reimbursement for their expenses in connection with the merger agreement and related transactions. As continuing stockholders or affiliated directors, Messrs. Koll, Malek, White and Wirta would each have an interest in portions of the termination fee. The contribution and voting agreement further provides that if a termination fee is paid for termination of the merger agreement under specified circumstances, then in addition to amounts RCBA Strategic Partners is to pay out of the fee for reimbursement of continuing stockholders' expenses, it is to pay 4.3% of the fee to Mr. White and 5.7% of the fee to Mr. Wirta. See "OTHER AGREEMENTS—Contribution and Voting Agreement."

Interests in Transaction Fee

Under the terms of the contribution and voting agreement, in the event the merger is consummated, CBRE Holding is required to pay to the general partner of RCBA Strategic Partners a transaction fee of $3.0 million and to Freeman Spogli or its designee a transaction fee of $2.0 million. Our director Richard Blum owns a beneficial interest in RCBA Strategic Partners' general partner, RCBA GP, L.L.C., and would therefore have an interest in the transaction fee paid to RCBA Strategic Partners. Our director Bradford Freeman owns a beneficial interest in Freeman Spogli and would therefore have an interest in the transaction fee paid to Freeman Spogli or its designee. See "OTHER AGREEMENTS—Contribution and Voting Agreement."

Rights Under Securityholders' Agreement

Under the terms of the securityholders' agreement to be entered into among CBRE Holding, the continuing stockholders and DLJ Investment Partners II, L.P. upon the consummation of the merger, the continuing stockholders are provided various rights related to their ownership interests in, and the governance of, CBRE Holding, which will own 100% of our capital stock immediately following the merger. Those of our directors and executive officers who are continuing stockholders or affiliated directors will have interests in the rights provided under the securityholders' agreement. Those directors

and executive officers are: Messrs. Blum, Freeman, Koll, Malek, White and Wirta. See "OTHER AGREEMENTS—Securityholders' Agreement."

Participation in Our Future Growth and in Anticipated Offerings by CBRE Holding

Upon completion of the merger, the continuing stockholders are expected to own between approximately 80% and 97% of the common stock of CBRE Holding, which will own 100% of our capital stock. The common stock of CBRE Holding that is not owned by the continuing stockholders, if any, is expected to be owned by (a) DLJ Investment Partners II, L.P., which together with its affiliates will be purchasing senior notes of CBRE Holding in connection with the merger and (b) those of our eligible employees and independent contractors, if any, who elect to acquire CBRE Holding Class A common stock in anticipated offerings by CBRE Holding. These anticipated offerings by CBRE Holding are expected to include (1) shares of CBRE Holding for direct purchase, (2) shares of CBRE Holding to be held in our 401(k) plan, (3) shares of CBRE Holding underlying vested stock fund units in our Deferred Compensation Plan and (4) shares of CBRE Holding underlying stock options.

In connection with these offerings, various terms of the offerings will apply only to persons who are "designated managers." The "designated managers" are those of our employees who on April 1, 2001 were designated by our board of directors as designated managers and were notified by us during April 2001 of their designation, and who are employed by us as of the closing of the merger agreement. Each of our executive officers, including Messrs. Wirta, White, Leonetti and Stafford, is a designated manager.

In connection with the offering by CBRE Holding of shares for direct ownership, each designated manager will be entitled to receive a grant of options if he subscribes for at least a percentage of 625,000 shares for direct ownership allocated to the designated manager by our board of directors. The number of shares that a designated manager must subscribe for in order to receive a grant of options will be reduced by the number of deferred compensation plan stock fund units acquired by the designated manager by the transfer of account balances currently allocated to the deferred compensation plan insurance fund. The aggregate number of options available for grant to the designated managers equals 10% of the number of fully diluted shares of CBRE Holding Class A common stock and Class B common stock outstanding at the time of the merger, including all shares issuable upon exercise of outstanding options and warrants. The options to be issued to designated managers will have an exercise price of $16.00 per share and have a term of 10 years. Twenty percent of the options will vest on each of the first five anniversaries of the merger and all unvested options will vest if there is a change in control of CBRE Holding. The number of shares that must be purchased by each of our executive officers if he wants to receive a grant of options are as follows:

•: Raymond Wirta—62,500 shares
•: Brett White—51,563 shares
•: James Leonetti—6,250 shares
•: Walter Stafford—18,750 shares

If the executive officer purchases the minimum number of shares that are required to receive a grant of options, then he will receive a grant of options equal to the following percentage of the total number of options available for grant to designated managers:

•: Raymond Wirta—10.25%
•: Brett White—8.25%
•: James Leonetti—1.00%
•: Walter Stafford—3.00%

Also in connection with the offering of shares by CBRE Holding for direct ownership, under specified circumstances, each designated manager may deliver to us a full-recourse note as payment for a portion of the offering price for shares that he or she purchases. In addition, in connection with the merger we will award cash retention bonuses to the designated managers employed by us at the time of the merger in order to provide an incentive and a reward for the designated managers' continued service up to and including the merger. The following executive officers will be among the designated managers receiving cash retention bonuses in excess of $60,000: Raymond Wirta—$164,000 and Brett White—$132,000.

The continuing stockholders and the other stockholders of CBRE Holding, if any, will be the beneficiaries of our future earnings and growth, if any. Our directors and executive officers who are continuing stockholders or affiliated with continuing stockholders or are eligible to participate in any of the offerings by CBRE Holding of its securities, accordingly may have the opportunity to benefit from any future earnings or growth we experience. Directors or executive officers who are continuing stockholders or affiliated with continuing stockholders are: Messrs. Blum, Freeman, Koll, Malek, White and Wirta. It is expected that the following directors and executive officers who are not continuing stockholders or affiliated with continuing stockholders may participate in one or more of the anticipated offerings of CBRE Holding securities: Gary Beban, James Didion, James Leonetti, David Lind, Walter Stafford and Ray Uttenhove.

This proxy statement is not an offer to sell, or a solicitation of an offer to buy, any of our securities or the securities of CBRE Holding. Any offerings by CBRE Holding will be made only pursuant to a valid prospectus complying with applicable securities laws. See "SPECIAL FACTORS—Anticipated Offerings by CBRE Holding."

Employment Agreements

Ray Wirta and Brett White. Ray Wirta, our Chief Executive Officer and director, and Brett White, our Chairman of the Americas and director, will each enter into a three year employment agreement, which will become effective on the closing of the merger. Following the three year term, each of the employment agreements will be automatically extended for successive 12 month periods unless notice is given by us or the executive at least 120 days prior to the expiration of the initial term or any renewal term.

Pursuant to the applicable terms of his employment agreement, Mr. Wirta will become a member of the board of directors and the Chief Executive Officer of the surviving corporation following the merger. He will receive an annual base salary of $519,000 and will be eligible for an annual bonus of up to 200% of his bonus target based upon the achievement of performance goals established by the board of directors.

Pursuant to the terms of his employment agreement, Mr. White will become a member of the board of directors and the Chairman of the Americas of the surviving corporation following the merger. He will receive an annual base salary of $395,000 and will be eligible for an annual bonus of up to 200% of his bonus target based upon the achievement of performance goals established by the board of directors.

Each employment agreement may be terminated by either party at any time. If during the term of the agreement the surviving corporation terminates the executive's employment without cause or the executive terminates his employment for good reason, the executive will be entitled to the following severance payments and benefits:

•: any accrued but unpaid compensation;
•: continued payment of base salary and average annual bonus based on the previous two fiscal years, for a period of two years following the termination of employment; and

•: continued coverage under our medical plans on the same basis as our active executives until the earlier of (x) the second anniversary of the termination of employment and (y) the date the executive becomes eligible for comparable coverage under any future employer's medical plan.

If during the term of the agreement the executive's employment is terminated due to his death or disability, the executive will be entitled to the following severance payments:

•: any accrued but unpaid compensation; and
•: a pro rata portion of any annual bonus that the executive would have been entitled to receive in the year of termination, payable at the time the bonus would otherwise have been paid.

Each employment agreement also contains a customary provision regarding confidentiality, a nonsolicitation provision applicable for a period of two years following the executive's termination of employment for any reason and a noncompetition provision applicable for a period of two years following the executive's termination of employment (1) by the company without cause or (2) by the executive with good reason.

James Didion. In 1999, we entered into an amended and restated ten-year employment agreement with Mr. Didion, who is currently the Chairman of our board of directors. This agreement provides, among other things, that (1) Mr. Didion will receive an annual salary of $500,000, and (2) upon a change of control of our company, all of Mr. Didion's unvested options and loan shares will become vested and any successor to us will be required to expressly assume the employment agreement. The merger with BLUM CB Corp. will constitute a change of control of our company for purposes of Mr. Didion's employment agreement. The proceeds that Mr. Didion will be entitled to receive for his options and loan shares are reflected in the section above titled "—Treatment of Directors' and Executive Officers' Equity Interests." In addition, although Mr. Didion will no longer be the Chairman of our board of directors after the merger, CBRE Holding has indicated that it will assume Mr. Didion's employment agreement.

Replacement of Margin Loans

In connection with the closing of the merger agreement, CBRE Holding expects to extend a loan of $1.5 million to Ray Wirta to replace his existing margin loan with a third party that is secured by shares of our common stock, subject to review of the loan by RCBA Strategic Partners. The loan will be full-recourse, accrue interest at a market rate of interest compounded annually and payable quarterly, and have a stated maturity of five years. This loan will be replaced, if ever, by a margin loan from a third party when CBRE Holding's common stock becomes freely tradable on a national securities exchange or over-the-counter market.

In the event, however, that CBRE Holding's common stock is not freely tradable as described above by June 2004, then CBRE Holding will loan Mr. Wirta up to $3.0 million on a full-recourse basis to enable him to exercise an option to acquire shares of CBRE Holding Class B common stock that will be held after the merger by The Koll Holding Company, which is a continuing stockholder. The loan will become repayable upon the earliest to occur of: (1) 90 days following termination of his employment, other than by CBRE Holding without cause or by him for good reason, (2) seven months following the date the common stock of CBRE Holding becomes freely tradable as described above, if ever, and (3) the receipt of proceeds from the sale of any shares of CBRE Holding that are pledged by Mr. Wirta to CBRE Holding in connection with the anticipated offerings by CBRE Holding. This loan will bear interest at the prime rate in effect on the date of the loan, compounded annually, and will be repayable to the extent of any net proceeds received by him upon the sale of any shares of CBRE Holding common stock. He will pledge the shares received upon exercise of the option from The Koll Holding Company as security for the loan.

Indemnification of Directors and Officers; Directors' and Officers' Insurance

The merger agreement provides that CBRE Holding and the surviving corporation will indemnify each present and former director and officer of CB Richard Ellis Services for a period of six years against liabilities for their actions or omissions as directors or officers before the effective time of the merger. The merger agreement further provides that for a period of six years after the effective time of the merger, the surviving corporation will provide to the directors and officers of CB Richard Ellis Services and our subsidiaries liability and fiduciary liability insurance protection with the same coverage and in the same amount as and on terms no less favorable to such individuals than that provided by our current insurance policies, subject to limitations on the maximum premium that must be paid for this insurance. The persons benefiting from the insurance provisions of the merger agreement include all of our current directors and executive officers. See "THE MERGER AGREEMENT—Indemnification and Insurance."

Financing for the Merger

Based upon our total outstanding shares as of the record date, and our outstanding indebtedness as of March 31, 2001, the aggregate net cash cost of acquiring shares of our common stock pursuant to the merger agreement, making payments to holders of stock options that exercise their rights to receive payments, refinancing the portions of our existing indebtedness that are required to be refinanced as a result of the consummation of the merger and paying related fees and expenses is expected to be approximately $675.6 million. These funds are expected to be available to us and CBRE Holding from the following sources:

•: proceeds received by BLUM CB Corp. as a result of the sale and issuance of its senior subordinated notes;
•: proceeds received by CBRE Holding as a result of the sale and issuance of its senior notes;
•: borrowings under senior secured term loans and a revolving credit facility;
•: equity investments made by RCBA Strategic Partners, L.P. and/or its affiliates;
•: the proceeds, if any, received as a result of contemplated offerings by CBRE Holding to our current employees and independent contractors as described below; and
•: our cash on-hand at the effective time of the merger.

If the merger had occurred on March 31, 2001, on a pro forma basis the total amount of debt that would have been incurred to finance the acquisition would have been $ million. As described in the section of this proxy statement titled "—Anticipated Offerings by CBRE Holding," CBRE Holding anticipates offering to our current employees and certain of our independent contractors shares of CBRE Holding Class A common stock directly and through our 401(k) plan. The proceeds received by CBRE Holding in any of these offerings will be used by CBRE Holding for the financing purposes described above. Accordingly, CBRE Holding expects that the amount invested in it by RCBA Strategic Partners and/or its affiliates will be reduced by the amount of any proceeds received by CBRE Holding in the anticipated offerings.

We expect to repay the debt financing described above from our future cash flow. We may, however, in the future seek to refinance our debt incurred to finance the merger through additional equity, debt or other financings.

11¹/4% Senior Subordinated Notes of BLUM CB Corp.

On June 7, 2001 BLUM CB Corp. sold $229 million aggregate principal amount of its 11¹/4% Senior Subordinated Notes Due June 15, 2011 to a group of initial purchasers, including Credit Suisse

First Boston, for an aggregate purchase price of $225.6 million. These notes are subject to a special mandatory redemption by BLUM CB Corp. if the merger and related transactions are not consummated on or prior to the 75th day after the closing of the offering of these notes or if the merger agreement is terminated at any time before then. Pending consummation of the merger and related transactions, the gross proceeds of the offering of these notes, together with sufficient funds to effect the special mandatory redemption, have been placed in escrow under the terms of an escrow agreement between BLUM CB Corp. and State Street Bank and Trust Company of California, N.A., as escrow agent.

Pursuant to the escrow agreement the escrow agent will release the escrowed funds upon satisfaction of certain conditions, including the presentation of an officer's certificate certifying that (1) the merger and related transactions will be consummated on or prior to the 75th day following the closing of the offering in substantially the manner described in the offering circular pursuant to which the notes were offered and sold and (2) following release of the escrowed funds, such funds, together with the proceeds of other transactions will be applied as described in the offering circular.

These notes, which will mature on June 15, 2011, will be unsecured senior subordinated obligations of BLUM CB Corp. and will be assumed by us if the merger and related transactions are consummated. The terms of the indenture governing the notes will contain affirmative and negative covenants applicable to BLUM CB Corp. and us and our subsidiaries that are customary for these types of notes.

Interest on these notes will accrue at a rate of 11¹/4% per year payable on each June 15 and December 15. Pursuant to a registration rights agreement, BLUM CB Corp. has agreed to, and if the merger and related transactions are consummated we will assume the agreement to, file an exchange registration statement or, under certain circumstances, a shelf registration statement, registering the notes for exchange or resale.

16% Senior Notes of CBRE Holding

Subject to the terms of a commitment letter between CBRE Holding, Inc. and DLJ Investment Funding, Inc. dated February 23, 2001, as amended on May 31, 2001, CBRE Holding will issue an aggregate principal amount of $65 million of 16% Senior Notes to DLJ and its affiliates to fund a portion of the cost of the merger and the other transactions described above. The senior notes, which will mature in 2011, will be unsecured obligations of CBRE Holding, senior to all current and future indebtedness of CBRE Holding. The terms of the indenture governing the notes will contain affirmative and negative covenants applicable to CBRE Holding and is subsidiaries that are customary for these types of notes.

Interest on the senior notes will accrue at a rate of 16% per year and be payable quarterly in cash in arrears; provided that until the fifth anniversary of the issuance of the senior notes, interest in excess of 12% may be paid in kind, and at any time interest may be paid in kind to the extent that our ability to pay cash dividends to CBRE Holding is restricted by the terms of the senior secured credit facilities, which are described below.

In connection with the issuance of the senior notes, CBRE Holding will pay to DLJ and its affiliates a commitment fee of 1.0% of the outstanding common stock of CBRE Holding and a takedown fee of 1.867% of the outstanding common stock of CBRE Holding, each calculated on a fully diluted basis. The common stock issued in connection with the purchase of the senior notes will be subject to the terms and conditions of the securityholders' agreement.

The obligation of DLJ and its affiliates to purchase the senior notes from CBRE Holding is subject to various terms and conditions described in the DLJ commitment letter, including, among other conditions, the following:

•: the acceptability to DLJ of the securities purchase agreement and anti-dilution agreement applicable to the common stock to be received by DLJ and its affiliates, the indenture applicable to the senior notes and any other necessary agreements and documents;
•: the consummation generally of the transactions set forth in the contribution and voting agreement, including the equity investment by RCBA Strategic Partners;
•: the consummation by us, pursuant to definitive agreements and other documents reasonably acceptable to DLJ, of the funding of the senior secured credit facilities which, when aggregated with the other proceeds received by CBRE Holding and us, must be sufficient to consummate the transactions described above;
•: there not having occurred any event, change or condition that has had or could reasonably be expected to have a material adverse effect on the business, assets, operations or condition, financial or otherwise, of us and our subsidiaries, taken as a whole, since December 31, 1999;
•: the merger having been consummated simultaneously with the closing of the sale of the senior notes to DLJ and its affiliates;
•: DLJ being reasonably satisfied with the capitalization, structure and equity ownership of CBRE Holding after giving effect to the merger and the transactions described above; and
•: DLJ not having discovered or otherwise become aware of any information not previously disclosed to DLJ or not in the public domain that it believes to be inconsistent in a material and adverse manner with its understanding, based on the information, taken as a whole, provided to it prior to February 23, 2001, of the business, assets, liabilities, operations or condition, financial and otherwise, of us and our subsidiaries, taken as a whole.

In addition, the obligations of DLJ and its affiliates under the commitment letter will terminate in the event that the merger and the other transactions contemplated by the merger agreement are not completed on or prior to July 20, 2001, unless DLJ agrees to an extension.

Senior Secured Credit Facilities of CB Richard Ellis Services

Subject to the terms of a commitment letter between BLUM CB Corp. and Credit Suisse First Boston dated February 23, 2001, as amended on May 31, 2001, CSFB has agreed to act as an agent to provide us with the following senior secured credit facilities, a portion of which are expected to be syndicated to other lending institutions before the closing of the merger:

•: a Tranche A term facility of up to $50 million;
•: a Tranche B term facility of up to $175 million; and
•: a revolving line of credit of up to $100 million, including revolving credit loans, letters of credit and a swingline loan subfacility.

The senior credit facility will be jointly and severally guaranteed by CBRE Holding and our current and future domestic subsidiaries and will be secured by the assets and stock of our current and future domestic subsidiaries and by the stock of our foreign subsidiaries that are directly held by us or our domestic subsidiaries. However, neither we nor any of our domestic subsidiaries will be required to pledge more than 65% of the voting stock of any foreign subsidiary. The senior credit facility requires us to meet financial ratios and benchmarks and to comply with other restrictive covenants.

The Tranche A term facility will mature on the sixth anniversary of the closing of the merger and amortize in equal quarterly installments in the following annual amounts: $7.5 million in years one and two, and $8.75 million thereafter. The Tranche B term facility will mature on the seventh anniversary of the closing and amortize in equal quarterly installments in an annual amount equal to 1% of the outstanding principal amount on the closing date of the Tranche B term facility. The revolving line of credit will terminate on the sixth anniversary of the closing.

Borrowings under the senior secured credit facilities will bear interest at varying rates based on, at our option:

•: in the case of the Tranche A and revolving facility, either LIBOR plus 3.25% or the alternate base rate plus 2.25%, and
•: in the case of the Tranche B facility, either LIBOR plus 3.75% or the alternate base rate plus 2.75%.

The alternate base rate will be equal to the higher of (1) CSFB's prime rate or (2) the effective rate for federal funds plus ¹/2 of 1%. After delivery to CSFB of our consolidated financial statements for the year ended December 31, 2001, the amount added to the LIBOR rate or the alternate base rate under the Tranche A and revolving facility will vary, from 2.50% to 3.25% for LIBOR and from 1.50% to 2.25% for the alternate base rate, as determined by reference to our ratio of total debt to EBITDA.

The agreements for the senior secured credit facilities will contain affirmative, negative and financial covenants and events of default customary for credit facilities of a size and type similar to the senior secured credit facilities.

The initial borrowings under the senior secured credit facilities are subject to various terms and conditions described in the CSFB commitment letter, including, among other conditions, the following:

•: CSFB not having discovered any information not previously disclosed to it or not in the public domain that it believes to be inconsistent in a material and adverse manner with its understanding of the business, assets, operations or condition, financial or otherwise, of us and our subsidiaries, taken as a whole;
•: no event, change or condition having occurred that has had or could reasonably be expected to have a material adverse effect on the business, assets, operations or condition, financial or otherwise, of us and our subsidiaries, taken as a whole, since December 31, 1999;
•: there not having occurred after February 23, 2001 a material disruption of, or material adverse change in, financial, banking or capital market conditions that in CSFB's reasonable good faith judgment could adversely affect the syndication of the senior secured credit facilities;
•: the acceptability to CSFB of the definitive documentation with respect to the senior secured credit facilities;
•: the merger and the transactions under the contribution and voting agreement being consummated simultaneously with the borrowings, and CSFB being reasonably satisfied with our capitalization, structure and equity ownership after giving effect to these transactions;
•: our having received from CBRE Holding not less than $65,000,000 in cash proceeds from the issuance of the senior notes and the terms and conditions of the senior notes being reasonably satisfactory to CSFB;
•: our having repurchased all of our existing senior secured notes in a tender offer, or if we have not, the remaining outstanding aggregate principal amount of the existing notes having been deducted from the aggregate amount of the senior secured credit facilities;

•: CSFB being reasonably satisfied as to the amount and nature of any environmental and employee health and safety exposures to which we and our subsidiaries may be subject;
•: CSFB being satisfied as to the solvency of us and our subsidiaries on a consolidated basis after giving effect to the merger and the financings described in this section of the proxy statement; and
•: all requisite governmental authorities and third parties having approved or consented to the merger and the financings, unless the failure to obtain these generally could not restrain, prevent or impose materially burdensome conditions on the merger and the financings, and no litigation or similar governmental actions having occurred or being threatened that could reasonably be expected to restrain, prevent or impose materially burdensome conditions on the merger or the financings.

In addition, the obligations of CSFB under the commitment letter will terminate in the event that the merger is not completed on or prior to July 20, 2001, unless CSFB agrees to an extension.

Equity Contribution

Pursuant to the contribution and voting agreement, RCBA Strategic Partners has committed that either it or its affiliates will make a cash equity contribution of up to approximately $93 million to CBRE Holding immediately prior to the merger. If the anticipated offerings by CBRE Holding of shares of its Class A common stock to our eligible employees and independent contractors are consummated, then the amount of the cash equity contribution by RCBA Strategic Partners or its affiliates will be reduced by the amount of any cash proceeds received by CBRE Holding as a result of the anticipated offerings. RCBA Strategic Partners' obligation to make the contribution to CBRE Holding generally is conditioned upon the satisfaction or waiver of all of the conditions to the merger set forth in the merger agreement.

Anticipated Offerings by CBRE Holding

CBRE Holding has indicated that it is important that our employees continue to remain with CBRE Holding following the merger and that they have meaningful incentives, including equity ownership interests, to make us financially successful. Accordingly, in connection with the consummation of the merger agreement, CBRE Holding has indicated that it will be offering to issue and sell shares of its Class A common stock to eligible employees and independent contractors of CB Richard Ellis Services and its subsidiaries, some of which shares will be held in the amended 401(k) plan and some of which shares will underlie stock options that CBRE Holding intends to grant and stock fund units in the amended deferred compensation plan. Designated managers of CB Richard Ellis Services will have the option, under specified circumstances, to deliver a full recourse promissory note to CBRE Holding in partial payment for shares of Class A common stock of CBRE Holding. In connection with these offerings, CBRE Holding has filed a registration statement with the Securities and Exchange Commission. A condition to the closing of the merger agreement is that the SEC has declared the registration statement filed by CBRE Holding effective. No employees, independent contractors or stockholders of CB Richard Ellis Services, other than the continuing stockholders, have been offered the opportunity to acquire shares of CBRE Holding Class B common stock. See "THE MERGER AGREEMENT—Conditions to the Merger."

Any cash proceeds received by CBRE Holding in connection with these proposed offerings would reduce the amount of the cash equity contribution to be made by RCBA Strategic Partners to CBRE Holding immediately prior to the merger pursuant to the contribution and voting agreement. See "THE OTHER AGREEMENTS—Contribution and Voting Agreement."

Messrs. Wirta and White, as well as our other executive officers and employees at the time of the merger, will be able to participate in these anticipated offerings, and, as a result, have an interest in the merger that is different from, or in addition to, the interests of our stockholders generally. See "—Interests of CB Richard Ellis Services Directors and Executive Officers in the Merger."

These offerings will only be made pursuant to a valid prospectus complying with all foreign, federal and state securities laws, as well as all other applicable laws. This proxy statement is not an offer to sell, or a solicitation of an offer to buy, any of our securities or the securities of CBRE Holding.

Litigation

Between November 12 and December 6, 2000, five putative class actions were filed in the Court of Chancery of the State of Delaware in and for New Castle County by various of our stockholders against us, our directors and the continuing stockholders and their affiliates. A similar action was also filed on November 17, 2000 in the Superior Court of the State of California in and for the County of Los Angeles. These actions all alleged that BLUM CB Corp.'s offering price was unfair and inadequate and sought injunctive relief or rescission of the transaction and, in the alternative, money damages.

The five Delaware actions were subsequently consolidated and a lead counsel appointed. As of February 23, 2001, the parties to the Delaware litigation entered into a memorandum of understanding in which they agreed in principle to a settlement. The memorandum provides, among other things:

•: that the defendants admit no liability or wrongdoing whatsoever;
•: that the continuing stockholders acknowledge that the pendency and prosecution of the Delaware litigation were positive contributing factors to its decision to increase the merger consideration;
•: for the lead counsel for the plaintiff to have an opportunity to review this proxy statement before mailing;
•: for the certification of a settlement class and the entry of a final judgment granting a full release of the defendants; and
•: for attorneys' fees in an amount not to exceed $380,000.

Conditions to the settlement proposed by the memorandum include:

•: the negotiation and execution of a mutually acceptable stipulation of settlement;
•: the closing of the merger;
•: the dismissal of the Delaware and California litigation with prejudice; and
•: the completion by the plaintiffs of such reasonable additional discovery as lead counsel reasonably believes is appropriate.

The parties may not be able to complete a mutually acceptable stipulation of settlement, and, if so, the litigation will continue, which could have a material adverse impact on our ability to complete the merger. In addition, no agreements have been reached with respect to any settlement of the California litigation, and, if this litigation continues, it could have a material adverse impact on our ability to complete the merger.

Accounting Treatment of the Merger

Under U.S. generally accepted accounting principles, the transaction will be accounted for as a step acquisition in which RCBA Strategic Partners and its affiliates will collectively be deemed to be

the acquiror. As a result, these entities' investment in CB Richard Ellis Services will carry over to CBRE Holding's consolidated financial statements at their predecessor cost basis. All other interests in CB Richard Ellis Services will be deemed to have been acquired at a price corresponding to the merger consideration. The portion of CB Richard Ellis Services' assets and liabilities corresponding to RCBA Strategic Partners and its affiliates' ownership percentage interest in CB Richard Ellis Services will be carried forward at their carrying amounts. The remaining portion will be recorded at fair value in the consolidated CBRE Holding financial statements in accordance with the principles of APB Opinion No. 16.

Regulatory Matters

In connection with the transactions contemplated by the merger agreement and the contribution and voting agreement, the Hart-Scott-Rodino Antitrust Improvements Act of 1976 requires CB Richard Ellis Services and the "ultimate parent entities" of the acquisition companies, which are RCBA Strategic Partners, L.P. and FS Equity Partners III, L.P., to give information to the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission. Subsequent to these submissions, a waiting period must expire or be terminated by the Department of Justice or the Federal Trade Commission before these transactions can be completed. We and the ultimate parent entities of the acquisition companies made the required filings with the Department of Justice and the Federal Trade Commission on May 11, 2001 and received notice of early termination of the waiting period on May 29, 2001.

At any time, however, the Department of Justice, the FTC, state attorneys general, foreign regulatory agencies or a private person or entity could challenge the merger under the antitrust laws and seek, among other things, to enjoin the merger, to cause CBRE Holding to divest itself of significant assets of CB Richard Ellis Services, or to impose conditions on CBRE Holding with respect to the business operations of CB Richard Ellis Services.

In addition, both we and CBRE Holding were required to file a pre-merger notification with the Administrative Council for Economic Defense (CADE) of Brazil, that country's antitrust regulatory agency. We and CBRE Holding made this filing jointly on March 16, 2001. CADE does not require that we obtain any clearance or approval from it in order to consummate the merger.

Based on information available as of the date of this proxy statement, we and the acquisition companies believe that the merger does not violate federal, state or foreign antitrust laws.

We and affiliates of the acquisition companies each conduct operations in foreign countries where regulatory filings may be required as a result of the merger. In particular, as a result of our operations in the United Kingdom, we are required to make a filing under the U.K. Financial Services Act as a result of the merger. We made the appropriate filing under the Financial Services Act on May 10, 2001 and are waiting to receive the appropriate consent. We intend to make any other foreign filings that we determine are necessary or appropriate in connection with the merger.

If we and CBRE Holding do not obtain the regulatory consents and approvals described above, it could have a material adverse impact on our ability to complete the merger.

Material Federal Income Tax Consequences to Stockholders

The following is a summary of the material U.S. federal income tax consequences of the merger to holders of CB Richard Ellis Services common stock, including holders exercising appraisal rights. This summary is based on laws, regulations, rulings and decisions now in effect, all of which are subject to change, possibly with retroactive effect. This summary does not address all of the U.S. federal income tax consequences that may be applicable to a particular holder of our common stock or to holders who are subject to special treatment under U.S. federal income tax law, including, for example, banks,

insurance companies, tax-exempt investors, S corporations, traders in securities that elect to use a mark-to-market method of accounting for their securities holdings, holders subject to alternative minimum tax, dealers in securities, non-U.S. persons, holders who hold their common stock as part of a hedge, straddle or conversion transaction, and holders who acquired common stock through the exercise of employee stock options or other compensation arrangements. In particular, this summary does not deal with the tax consequences to holders of options or warrants to acquire our common stock, or with the tax consequences to our employees who have restricted stock awards or stock fund units under our compensation plans. In addition, this summary does not address the tax consequences of the merger under applicable state, local or foreign laws. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES TO YOU OF THE MERGER, INCLUDING THE APPLICATION OF ANY STATE, LOCAL OR FOREIGN TAX LAWS.

Holders of CB Richard Ellis Services Common Stock Who Will Not Own Shares of CBRE Holding Common Stock Following the Merger and Related Transactions

The following discussion applies to holders of CB Richard Ellis Services common stock who will not own, actually or constructively, any shares of CBRE Holding stock following the merger and the related transactions. The receipt of cash by you in the merger or upon exercise of your dissenters' appraisal rights will be a taxable transaction for U.S. federal income tax purposes. If you will not own, actually or constructively, any shares of CBRE Holding stock after the merger, you will recognize gain or loss in an amount equal to the difference between the merger consideration received and your adjusted tax basis in the CB Richard Ellis Services common stock. That gain or loss generally will be capital gain or loss if the common stock is held as a capital asset at the effective time of the merger. Any capital gain or loss generally will be long-term capital gain or loss if the common stock has been held by you for more than one year. If the common stock has been held by you for less than one year, any gain or loss will generally be taxed as a short-term capital gain or loss. The deductibility of capital losses is subject to limitation.

Holders Of CB Richard Ellis Services Common Stock Who Will Acquire Shares of CBRE Holding Common Stock in Connection With the Offerings by CBRE Holding

The following discussion applies to holders of CB Richard Ellis Services common stock, other than the continuing stockholders, who will acquire shares of CBRE Holding Class A common stock in connection with the offerings expected to be made by CBRE Holding. The merger of BLUM CB Corp into CB Richard Ellis Services will be treated for U.S. federal income tax purposes as a redemption of shares of CB Richard Ellis Services common stock to the extent of the consideration treated as received from CB Richard Ellis Services in the merger and as an acquisition of shares of CB Richard Ellis Services common stock by CBRE Holding to the extent of the consideration treated as received from CBRE Holding in the merger. The tax consequences to you of the merger may differ depending on the source of the consideration. We are not able to currently identify the portion of the consideration in the merger that will be received from CB Richard Ellis Services, on the one hand, and from CBRE Holding, on the other hand, but we expect that most of the consideration in the merger will be treated as received from CBRE Holding.

Assignment of Merger Proceeds. To the extent you irrevocably assign to CBRE Holding your right to receive cash proceeds in the merger attributable to your shares (but not your options to acquire shares) of CB Richard Ellis Services common stock in payment for shares of CBRE Holding Class A common stock that you acquire following the merger, you should be treated as having exchanged those shares of CB Richard Ellis Services common stock for CBRE Holding Class A common stock as part of a transaction to which section 351 of the Code applies, which will include the contributions by and

the issuance of CBRE Holding Class B common stock to the continuing stockholders. If section 351 is applicable:

•: you should not recognize gain or loss on the exchange of those shares of CB Richard Ellis Services common stock for CBRE Holding Class A common stock; and
•: your tax basis in CBRE Holding Class A common stock received should be equal to your tax basis in those shares of CB Richard Ellis Services common stock you exchanged.

The IRS might take the position that, notwithstanding your irrevocable assignment of your right to receive cash proceeds in the merger, you should be treated as having received the cash proceeds and, then, having reinvested them in CBRE Holding Class A common stock. In that case, you would be taxed on the cash proceeds that you would be treated as having received in the manner described in "—Cash Consideration Treated as Received from CB Richard Ellis Services" and "—Cash Consideration Treated as Received from CBRE Holding," even though you reinvested those proceeds in CBRE Holding Class A common stock.

You may be required by regulations under section 351 of the Code to retain records related to your CB Richard Ellis common stock and file with your U.S. federal income tax return a statement setting forth facts relating to the transactions.

Cash Consideration Treated as Received from CB Richard Ellis Services. To the extent that cash paid in the merger is treated as received in redemption of your shares of CB Richard Ellis Services common stock, you will recognize gain or loss equal to the difference between the cash received and the tax basis in the shares treated as redeemed only if you satisfy the requirements of section 302 of the Code. If you fail to satisfy the requirements of section 302, the cash treated as received in redemption of your shares of CB Richard Ellis Services common stock, without regard to gain or loss, would be treated as a dividend taxable as ordinary income to the extent of the current and accumulated earnings and profits of CB Richard Ellis Services.

A redemption of stock will satisfy the requirements of section 302 if:

•: the redemption is "not essentially equivalent to a dividend", meaning that the redemption results in a meaningful reduction in your proportionate stock interest in CB Richard Ellis Services after the merger as compared with your interest immediately before the merger, taking into account both actual and constructive ownership of stock;
•: the redemption is "substantially disproportionate" with respect to you, meaning that, following the merger, you own, actually and constructively, less than 80% of the amount of CB Richard Ellis Services stock that you owned, actually and constructively, immediately before the merger; or
•: the redemption results in a "complete termination" of your interest in CB Richard Ellis Services, meaning that all of the stock actually and constructively owned by you has been redeemed.

Following the merger, CB Richard Ellis Services will become a wholly-owned subsidiary of CBRE Holding and, therefore, you will no longer own any stock in CB Richard Ellis Services. Even if you acquire CBRE Holding stock following the merger, you should not constructively own any of the stock of CB Richard Ellis Services that CBRE Holding will own because, under the relevant constructive ownership rule, you will own less than 50% of the value of CBRE Holding stock. Therefore, you should be able to satisfy the "complete termination" test with respect to your shares that are treated as redeemed by CB Richard Ellis Services in the merger. As a result, any gain or loss that you recognize on the redemption of those shares should be capital gain or loss if you hold your CB Richard Ellis Services shares as a capital asset and should be long-term capital gain or loss if you have held those shares for more than one year at the effective date of the merger.

Nonetheless, the IRS might take the position that all of the cash consideration that you receive in the merger should be treated as received from CBRE Holding for purposes of determining the tax consequences of the merger to you. In that case, as discussed below, under the applicable constructive ownership rules, you would be treated as owning a percentage of the stock of CB Richard Ellis Services that CBRE Holding will own following the merger even though you will own less than 50% of the value of CBRE Holding stock. As a result, you would not be able to satisfy the "complete termination" test with respect to your ownership of CB Richard Ellis Services and would have to satisfy one of the other section 302 tests, after applying the constructive ownership rules of section 318 of the Code, as modified by section 304, to obtain gain or loss treatment and avoid dividend treatment on the cash you receive in the merger. THE APPLICATION OF SECTION 302 OF THE CODE AND THE CONSTRUCTIVE OWNERSHIP RULES OF SECTION 318 OF THE CODE ARE COMPLEX AND YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THEIR APPLICABILITY TO YOUR PARTICULAR CIRCUMSTANCES.

Cash Consideration Treated as Received from CBRE Holding. Shareholders who, in the aggregate, own more than 50% of the stock of CB Richard Ellis Services will, following the merger, own, in the aggregate, more than 50% of our stock. Therefore, section 304 of the Code will apply to the extent that cash paid in the merger is treated as received from CBRE Holding by you. As a result, you will recognize gain or loss equal to the difference between the cash received and the tax basis in your shares of common stock of CB Richard Ellis treated as acquired by CBRE Holding only if you satisfy the requirements of section 302 of the Code, described above, with respect to your ownership of CB Richard Ellis Services. If you fail to satisfy the requirements of section 302, the cash treated as received from CBRE Holding for your shares of CB Richard Ellis Services common stock, without regard to gain or loss, would be treated as a dividend taxable as ordinary income to the extent of the current and accumulated earnings and profits of CB Richard Ellis Services and CBRE Holding.

However, unlike the rules applicable to cash treated as received in redemption of shares of CB Richard Ellis Services common stock, described above, in determining whether you satisfy the requirements of section 302 for purposes of section 304, you will be treated as owning a percentage of the stock of CB Richard Ellis Services that CBRE Holding will own following the merger based upon your actual and constructive ownership of CBRE Holding stock even though you will own less than 50% of CBRE Holding stock. Therefore, you will not be able to satisfy the "complete termination" test, described above. To obtain gain or loss treatment and avoid dividend treatment, you must satisfy one of the other section 302 tests.

To determine whether either of the other section 302 tests is satisfied, you must take into account not only the stock that you actually own, but also any stock you are deemed to own under the constructive ownership rules of section 318 of the Code. Under section 318, as modified by section 304, you are deemed to own:

•: stock owned, directly or indirectly, by or for your spouse, children, grandchildren and parents;
•: stock owned, directly or indirectly, by corporations, partnerships, estates or certain trusts (not including a trust under section 401(a), such as the trust under the CB Richard Ellis Services 401(k) plan), in proportion to your interest in each entity;
•: a percentage of shares of CB Richard Ellis Services stock owned by CBRE Holding equal to the percentage by value of CBRE Holding stock that you own; and
•: stock that you may acquire by exercise of currently vested options.

THE APPLICATION OF SECTION 304 OF THE CODE AND THE CONSTRUCTIVE OWNERSHIP RULES OF SECTION 318 OF THE CODE ARE COMPLEX AND YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THEIR APPLICABILITY TO YOUR PARTICULAR CIRCUMSTANCES.

If you satisfy the section 302 requirements with respect to your shares of CB Richard Ellis Services common stock acquired by CBRE Holding, any gain or loss that you recognize on those shares should be capital gain or loss if you hold your CB Richard Ellis Services shares as a capital asset and should be long-term capital gain or loss if you have held those shares for more than one year at the effective date of the merger.

Non-U.S. Holders. As used in this proxy statement, a "non-U.S. holder" is an individual who is not a citizen or resident of the United States. If you are a non-U.S. holder and cash consideration received in the merger is treated as a dividend to you, the consideration would be subject to U.S. federal income tax at a 30% rate or a lower rate as may be specified by an applicable income tax treaty. To determine whether any cash consideration will be treated as a dividend, please see the discussion above in "—Cash Consideration Treated as Received from CB Richard Ellis Services" and "—Cash Consideration Treated as Received from CBRE Holding."

Tax Consequences of the Merger to the Continuing Stockholders and to CB Richard Ellis Services, CBRE Holding and BLUM CB Corp.

The transfers by the continuing stockholders of shares of CB Richard Ellis Services common stock to CBRE Holding for CBRE Holding Class B common stock will be an exchange described in section 351 of the Code. As a result, continuing stockholders will not recognize gain or loss as a result of the merger. No income, gain or loss will be recognized by any of CB Richard Ellis Services, CBRE Holding or BLUM CB Corp as a result of the merger.

Information Reporting and Backup Withholding

In general, payments received in connection with the merger will be subject to information reporting requirements and backup withholding tax at the rate of 31% if you are a non-corporate holder who:

•: fails to provide an accurate taxpayer identification number;
•: is notified by the Internal Revenue Service regarding a failure to report all interest or dividends required to be shown on its federal income tax returns; or
•: in certain circumstances, fails to comply with applicable certification requirements.

If you are a non-U.S. holder you may be required to establish your exemption from information reporting and backup withholding by certifying your status on an appropriate Internal Revenue Service Form W-8.

Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against your U.S. federal income tax liability provided the required information is furnished to the IRS.

Dissenters' Rights of Appraisal

Under Section 262 of the Delaware General Corporation Law, which we refer to as the DGCL, any holder of CB Richard Ellis Services common stock who does not wish to accept $16.00 per share in cash for his or her shares may dissent from the merger and elect to have the fair value of his or her shares, exclusive of any element of value arising from the accomplishment or expectation of the merger, judicially determined and paid to such holder in cash, together with a fair rate of interest, if any, provided that the holder complies with the provisions of Section 262.

The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL, and is qualified in its entirety by the full text of Section 262, which is provided in its entirety as Appendix E to this proxy statement. All references in Section 262 and in this summary to a

"stockholder" are to the record holder of the shares of CB Richard Ellis Services common stock as to which appraisal rights are asserted. A PERSON HAVING A BENEFICIAL INTEREST IN SHARES OF CB RICHARD ELLIS SERVICES COMMON STOCK HELD OF RECORD IN THE NAME OF ANOTHER PERSON, SUCH AS A BROKER OR NOMINEE, MUST ACT PROMPTLY TO CAUSE THE RECORD HOLDER TO FOLLOW PROPERLY THE STEPS SUMMARIZED BELOW AND IN A TIMELY MANNER TO PERFECT APPRAISAL RIGHTS.

Under Section 262, where a proposed merger is to be submitted for approval and adoption at a meeting of stockholders, as in the case of the special meeting, the corporation, not less than 20 days before the meeting, must notify each of its stockholders entitled to appraisal rights that appraisal rights are available and include in that notice a copy of Section 262. This proxy statement constitutes that notice to the holders of our common stock and the applicable statutory provisions of the DGCL are attached to this proxy statement as Appendix E. Any stockholder who wishes to exercise appraisal rights or who wishes to preserve the right to do so should review carefully the following discussion and Appendix E to this proxy statement. FAILURE TO COMPLY WITH THE PROCEDURES SPECIFIED IN SECTION 262 TIMELY AND PROPERLY WILL RESULT IN THE LOSS OF APPRAISAL RIGHTS. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of the common stock, we believe that stockholders who consider exercising such appraisal rights should seek the advice of counsel.

Any holder of our common stock wishing to exercise the right to demand appraisal under Section 262 of the DGCL must satisfy each of the following conditions:

•: as more fully described below, the holder must deliver to us a written demand for appraisal of the holder's shares before the vote on the merger agreement at the special meeting, which demand will be sufficient if it reasonably informs us of the identity of the holder and that the holder intends to demand an appraisal of the holder's shares;
•: the holder must not vote the holder's shares of our common stock in favor of the merger agreement; a proxy which does not contain voting instructions will, unless revoked, be voted in favor of the merger agreement, therefore, a stockholder who votes by proxy and who wishes to exercise appraisal rights must vote against the merger agreement or abstain from voting on the merger agreement; and
•: the holder must continuously hold the shares from the date of making the demand through the effective time of the merger; a stockholder who is the record holder of shares of our common stock on the date the written demand for appraisal is made but who thereafter transfers those shares before the effective time of the merger will lose any right to appraisal in respect of those shares.

Neither voting, in person or by proxy, against, abstaining from voting on or failing to vote on the proposal to adopt the merger agreement will constitute a written demand for appraisal within the meaning of Section 262. The written demand for appraisal must be in addition to and separate from any such proxy or vote.

Only a holder of record of shares of our common stock issued and outstanding immediately before the effective time of the merger is entitled to assert appraisal rights for the shares of common stock registered in that holder's name. A demand for appraisal should be executed by or on behalf of the stockholder of record, fully and correctly, as the stockholder's name appears on the stock certificates, should specify the stockholder's name and mailing address, the number of shares of our common stock owned and that the stockholder intends to demand appraisal of the stockholder's shares of common stock. If the shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of the demand should be made in that capacity. If the shares are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand should be executed

by or on behalf of all owners. An authorized agent, including one or more joint owners, may execute a demand for appraisal on behalf of a stockholder; however, the agent must identify the record owner or owners and expressly disclose the fact that, in executing the demand, the agent is acting as agent for such owner or owners. A record holder such as a broker who holds shares as nominee for several beneficial owners may exercise appraisal rights with respect to the shares held for one or more beneficial owners while not exercising appraisal rights with respect to the shares held for one or more beneficial owners; in such case, the written demand should set forth the number of shares as to which appraisal is sought, and where no number of shares is expressly mentioned the demand will be presumed to cover all shares held in the name of the record owner. STOCKHOLDERS WHO HOLD THEIR SHARES IN BROKERAGE ACCOUNTS OR OTHER NOMINEE FORMS AND WHO WISH TO EXERCISE APPRAISAL RIGHTS ARE URGED TO CONSULT WITH THEIR BROKERS TO DETERMINE APPROPRIATE PROCEDURES FOR THE MAKING OF A DEMAND FOR APPRAISAL BY THE NOMINEE.

A stockholder who elects to exercise appraisal rights under Section 262 should mail or deliver a written demand to: CB Richard Ellis Services, Inc., 200 North Sepulveda Boulevard, Suite 300, El Segundo, California 90245, Attention: Walter Stafford, Secretary.

Within ten days after the effective time of the merger, we must send a notice as to the effectiveness of the merger to each former stockholder of CB Richard Ellis Services who has made a written demand for appraisal in accordance with Section 262 and who has not voted to adopt the merger agreement. Within 120 days after the effective time of the merger, but not thereafter, either CB Richard Ellis Services or any dissenting stockholder who has complied with the requirements of Section 262 may file a petition in the Delaware Court of Chancery demanding a determination of the value of the shares of CB Richard Ellis Services common stock held by all stockholders who have perfected their dissenters' rights. We are under no obligation to and have no present intent to file a petition for appraisal, and stockholders seeking to exercise appraisal rights should not assume that we will file such a petition or that we will initiate any negotiations with respect to the fair value of the shares. Accordingly, stockholders who desire to have their shares appraised should initiate any petitions necessary for the perfection of their appraisal rights within the time periods and in the manner prescribed in Section 262. Inasmuch as we have no obligation to file such a petition, the failure of a stockholder to do so within the period specified could nullify the stockholder's previous written demand for appraisal.

Within 120 days after the effective time of the merger, any stockholder who has complied with the provisions of Section 262 to that point in time will be entitled to receive from CB Richard Ellis Services, upon written request, a statement setting forth the aggregate number of shares not voted in favor of the merger agreement and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. We must mail that statement to the stockholder within 10 days of receipt of the request or within 10 days after expiration of the period for delivery of demands for appraisals under Section 262, whichever is later.

A stockholder timely filing a petition for appraisal with the Delaware Court of Chancery must deliver a copy to us. We will then be obligated within 20 days to provide the Delaware Court of Chancery with a duly verified list containing the names and addresses of all stockholders who have demanded appraisal of their shares. After notice to those stockholders, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine which stockholders are entitled to appraisal rights. The Delaware Court of Chancery may require stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings, and if any stockholder fails to comply with the requirement, the Delaware Court of Chancery may dismiss the proceedings as to that stockholder.

After determining the stockholders entitled to an appraisal, the Delaware Court of Chancery will appraise the "fair value" of their shares, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with a fair rate of interest, if any, to be paid upon the amount determined to be the fair value. The costs of the action may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable. Upon application of a dissenting stockholder, the Delaware Court of Chancery may also order that all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys' fees and the fees and expenses of experts, be charged pro rata against the value of all of the shares entitled to appraisal. STOCKHOLDERS CONSIDERING SEEKING APPRAISAL SHOULD BE AWARE THAT THE FAIR VALUE OF THEIR SHARES AS DETERMINED UNDER SECTION 262 COULD BE MORE THAN, THE SAME AS OR LESS THAN THE $16.00 PER SHARE THEY WOULD RECEIVE UNDER THE MERGER AGREEMENT IF THEY DID NOT SEEK APPRAISAL OF THEIR SHARES. STOCKHOLDERS SHOULD ALSO BE AWARE THAT INVESTMENT BANKING OPINIONS ARE NOT OPINIONS AS TO FAIR VALUE UNDER SECTION 262.

In determining fair value and, if applicable, a fair rate of interest, the Delaware Court of Chancery is to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that "proof of value by any techniques or methods that are generally considered acceptable in the financial community and otherwise admissible in court" should be considered, and that "fair price obviously requires consideration of all relevant factors involving the value of a company." The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation. In Weinberger, the Delaware Supreme Court stated that "elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered." Section 262 provides that fair value is to be "exclusive of any element of value arising from the accomplishment or expectation of the merger."

Any stockholder who has duly demanded an appraisal in compliance with Section 262 will not, after the effective time of the merger, be entitled to vote the shares subject to that demand for any purpose or be entitled to the payment of dividends or other distributions on those shares, except dividends or other distributions payable to holders of record of shares as of a record date before the effective time of the merger.

Any stockholder may withdraw its demand for appraisal and accept $16.00 per share by delivering to us a written withdrawal of the stockholder's demand for appraisal, except that (1) any such attempt to withdraw made more than 60 days after the effective time of the merger will require written approval and (2) no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just. If we do not approve a stockholder's request to withdraw a demand for appraisal when that approval is required or if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding, the stockholder would be entitled to receive only the appraised value determined in any such appraisal proceeding, which value could be more than, the same as or less than $16.00 per share they would receive under the merger agreement.

FAILURE TO COMPLY STRICTLY WITH ALL OF THE PROCEDURES SET FORTH IN SECTION 262 OF THE DGCL MAY RESULT IN THE LOSS OF A STOCKHOLDER'S STATUTORY APPRAISAL RIGHTS. CONSEQUENTLY, ANY STOCKHOLDER WISHING TO EXERCISE APPRAISAL RIGHTS IS URGED TO CONSULT LEGAL COUNSEL BEFORE ATTEMPTING TO EXERCISE APPRAISAL RIGHTS.

Fees and Expenses

The estimated fees and expenses to be incurred in connection with the closing of the merger and the other transactions contemplated by the merger agreement are as follows:

Financing Fees and Expenses	$	33,300,000
Advisory Fees and Expenses		9,100,000
Legal, Accounting and Consulting Fees and Expenses		7,500,000
Depositary and Paying Agent Fees and Expenses		50,000
SEC Filing Fee		63,881
Printing and Mailing Costs		1,000,000
Other Regulatory Filing Fees		273,000
Miscellaneous Expenses		313,119

Total	$	51,600,000

CB Richard Ellis Services, as the surviving corporation, will be responsible for all of the fees and expenses described above if the merger occurs. If the merger is not consummated, we would pay our own fees and expenses, which we estimate to be approximately $5,500,000. In addition, we would be obligated under specified circumstances to reimburse RCBA Strategic Partners for its expenses or to pay a termination fee. See "THE MERGER AGREEMENT—Termination Fee."

Provisions for Unaffiliated Stockholders

No provisions have been made in connection with the merger to grant unaffiliated stockholders access to the corporate files of us, the acquisition companies or any continuing stockholder, or to obtain counsel or appraisal services at our expense or at the expense of the acquisition companies, the continuing stockholders or any affiliated director.

THE SPECIAL MEETING

General

The special meeting of stockholders of CB Richard Ellis Services will be held on July 18, 2001, 8:30 a.m., local time, at The Sheraton Gateway Hotel located at 6101 West Century Boulevard, Los Angeles, California. The accompanying proxy is being solicited by our board of directors and is to be voted at the special meeting or any adjournment or postponement thereof. The board of directors has fixed June 13, 2001 as the record date for determination of stockholders entitled to receive notice of and to vote at the special meeting and any adjournment or postponement thereof. On the record date, there were shares of CB Richard Ellis Services common stock, $.01 par value per share, outstanding, including 8,052,087 shares held by the continuing stockholders and their affiliates. On June 13, 2001 there were approximately record holders of CB Richard Ellis Services common stock. No other voting securities of CB Richard Ellis Services are outstanding. This proxy statement will first be mailed to stockholders on or about June 15, 2001. The costs of solicitation of proxies will be paid by CB Richard Ellis Services.

Purpose

At the special meeting, you are being asked to consider and vote upon the adoption of the merger agreement. In the merger, each issued share of CB Richard Ellis Services common stock outstanding immediately prior to the effective time of the merger, other than shares held by the continuing stockholders, will be converted automatically into the right to receive $16.00 in cash, without interest or any other payment, except that shares held by stockholders who have perfected their dissenters' rights will be subject to appraisal in accordance with Delaware law.

We do not expect to ask you to vote on any other matters at the special meeting. However, if any other matters are properly presented at the special meeting for consideration, the holder of the proxies will have discretion to vote on these matters in accordance with their best judgment. The form of proxy included with this proxy statement allows you to choose to confer discretionary authority on the holder to vote for postponement or adjournment of the meeting for the solicitation of additional proxies.

Votes Required

The adoption of the merger agreement will require the affirmative vote of the following:

•: the holders of at least two-thirds of our outstanding shares of common stock which are not owned by the continuing stockholders and their affiliates; and
•: holders of a majority of our outstanding shares of common stock.

All CB Richard Ellis Services directors and executive officers have indicated that they intend to vote all of their CB Richard Ellis Services common stock FOR the adoption of the merger agreement. With respect to our directors and executive officers who are continuing stockholders or affiliates of any continuing stockholder, their votes will be counted for purposes of the second vote described above but not for purposes of the first vote described above. On the record date for the special meeting, the directors and executive officers of CB Richard Ellis Services and their affiliates owned an aggregate of 8,580,817 shares of CB Richard Ellis Services common stock, representing approximately 42.3% of the total number of shares entitled to vote at the special meeting. Out of this total of 8,580,817 shares, 528,730 shares are held by our directors and executive officers who are not continuing stockholders or affiliated with continuing stockholders.

The continuing stockholders have entered into a contribution and voting agreement with CBRE Holding and BLUM CB Corp., agreeing to vote all of the shares of our common stock that they own or control in favor of the adoption of the merger agreement except under specified circumstances. On

the record date for the special meeting, the continuing stockholders owned or controlled a total of 8,052,087 shares of our common stock, representing approximately 39.7% of the total number of shares entitled to vote at the special meeting. With respect to the continuing stockholders and their affiliates, their votes will be counted for purposes of the second vote indicated above but not for purposes of the first vote.

Each outstanding share of our common stock is entitled to one vote. The presence, in person or by proxy, of the holders of a majority of the outstanding shares of our common stock entitled to vote at the special meeting is necessary to constitute a quorum for the transaction of business at the special meeting. Abstentions are counted for purposes of determining whether a quorum exists at the special meeting. Proxies that reflect abstentions and proxies that are not returned will have the same effect as a vote AGAINST adoption of the merger agreement.

Brokers who hold shares in "street name" for customers have the authority to vote on "routine" proposals when they have not received instructions from beneficial owners. However, absent specific instructions from the beneficial owner of the shares, brokers are not allowed to exercise their voting discretion with respect to the approval and adoption of non-routine matters such as the merger agreement proposal. Abstentions and properly executed broker non-votes will be treated as shares that are present and entitled to vote at the special meeting for purposes of determining whether a quorum exists, but will have the same effect as votes AGAINST the adoption of the merger agreement.

Solicitation

Proxies are being solicited by and on behalf of our board of directors. We will pay the costs of soliciting proxies from our stockholders as well as all mailing and Securities and Exchange Commission filing fees incurred in connection with this proxy statement.

CB Richard Ellis Services has engaged the services of Innisfree M&A Incorporated to solicit proxies and assist in the distribution of proxy materials. In connection with its retention by CB Richard Ellis Services, Innisfree has agreed to provide consulting and analytic services and provide solicitation services with respect to banks, brokers, institutional investors and individual stockholders. We have agreed to pay Innisfree a fee of $35,000 plus reasonable out-of-pocket expenses and to indemnify Innisfree against certain liabilities and expenses, including liabilities under the federal securities laws.

In addition to the solicitation of proxies by mail, some of our directors, officers and employees may solicit proxies by telephone, facsimile and personal contact, without separate compensation for those activities. Copies of solicitation materials will be furnished to fiduciaries, custodians and brokerage houses for forwarding to beneficial owners of CB Richard Ellis Services common stock, and these persons will be reimbursed for their reasonable out-of-pocket expenses. We do not intend to use the Internet to solicit proxies, but in the event the Internet is used by us, the acquisition companies, the continuing stockholders or the affiliated directors for this purpose, we will file with the Securities and Exchange Commission as additional soliciting material any written material used for that purpose.

Revocation and Use of Proxies

The grant of a proxy on the enclosed form does not preclude you from attending the special meeting and voting in person. You may revoke your proxy at any time before it is voted at the special meeting. If you are a record holder of shares of our common stock, you may revoke your proxy by:

•: delivering to the Secretary of CB Richard Ellis Services, before the vote is taken at the special meeting, a written notice of revocation bearing a later date than the proxy;
•: duly executing a later dated proxy relating to the same shares of our common stock and delivering it to the Secretary of CB Richard Ellis Services before the vote is taken at the special meeting; or

•: attending the special meeting and voting in person.

Attendance at the special meeting will not in and of itself constitute a revocation of a proxy. Any written notice of revocation or subsequent proxy should be sent to the Secretary of CB Richard Ellis Services at 200 North Sepulveda Boulevard, Suite 300, El Segundo, California 90245, or hand delivered to the Secretary of CB Richard Ellis Services before the vote is taken at the special meeting. All valid proxies will be voted at the meeting in accordance with the instructions given. If no instructions are given, the shares represented by the proxy will be voted at the special meeting FOR adoption of the merger agreement. If you hold your shares in "street name" and have instructed a broker to vote your shares, you must follow the directions received from your broker as to how to change your vote.

Appraisal Rights

Stockholders who do not vote in favor of adoption of the merger agreement and who otherwise comply with the applicable statutory procedures of the Delaware General Corporation Law summarized elsewhere in this proxy statement, will be entitled to seek appraisal of the value of their CB Richard Ellis Services common stock under Section 262 of the Delaware General Corporation Law. See "SPECIAL FACTORS—Dissenters' Rights of Appraisal."

Stock Certificates

Please do not send in your stock certificates at this time. In the event the merger is completed, we will send you instructions regarding the procedures for exchanging your existing stock certificates for the $16.00 per share cash payment.

THE MERGER AGREEMENT

The following description of the merger agreement sets forth the material terms of the merger agreement. The merger agreement may be found in Appendix A to this proxy statement and is incorporated into this proxy statement by reference. You are urged to read the entire merger agreement because it is the legal document that governs the merger.

The Merger

The merger agreement provides that, subject to conditions summarized below, BLUM CB Corp., a Delaware corporation wholly-owned by CBRE Holding, Inc., a Delaware corporation, will merge into CB Richard Ellis Services. Following the completion of the merger, BLUM CB Corp. will cease to exist as a separate entity, and CB Richard Ellis Services will continue as the surviving corporation and as a wholly-owned subsidiary of CBRE Holding.

Effective Time of the Merger

The merger will become effective upon the filing of a certificate of merger with the Secretary of State of the State of Delaware in accordance with the DGCL or at such later time as is specified in the certificate of merger. We refer to this time as the "effective time." The filing is expected to occur as soon as practicable after the adoption of the merger agreement by our stockholders at the special meeting and satisfaction or waiver of the other conditions to the merger contained in the merger agreement. We cannot assure you that all conditions to the merger contained in the merger agreement will be satisfied or waived. See "—Conditions to the Merger."

Structure; Merger Consideration

At the effective time of the merger, each share of our common stock issued and outstanding immediately before the effective time of the merger will be canceled and automatically converted into the right to receive $16.00 in cash, without interest or any other payment, with the following exceptions:

•: treasury shares, shares of our common stock owned by CBRE Holding or BLUM CB Corp., which will include the shares contributed to CBRE Holding by the continuing stockholders immediately prior to the merger, and shares of our common stock owned by any of our subsidiaries will be canceled without any payment therefor; and
•: shares held by stockholders who have perfected their dissenters' rights will be subject to appraisal in accordance with Delaware law.

At the effective time of the merger, each share of BLUM CB Corp. common stock issued and outstanding immediately before the effective time will be converted into the right to receive one share of common stock of the surviving corporation, and each share of BLUM CB Corp. preferred stock issued and outstanding immediately before the effective time will be converted into the right to receive one share of preferred stock of the surviving corporation.

Pursuant to the contribution and voting agreement, each of the shares of our common stock held by the continuing stockholders will be contributed by the continuing stockholders to CBRE Holding in consideration for the issuance by CBRE Holding to the continuing stockholders of an identical number of shares of the common stock of CBRE Holding. Each of the shares of the continuing stockholders contributed to CBRE Holding will be cancelled in connection with the merger without any payment. See "OTHER AGREEMENTS—Contribution and Voting Agreement."

Treatment of Options; Deferred Compensation Plan and Capital Accumulation Plan

Stock Options

At the effective time of the merger, each holder of an option to purchase shares of CB Richard Ellis Services common stock outstanding under any of our stock option or compensation plans or arrangements, whether or not vested, will have the right to have the option canceled and in exchange the surviving corporation will pay to each holder of a canceled option, as soon as practicable following the effective time, an amount per share that is subject to the option, equal to the greater of (A) the amount by which $16.00 exceeds the exercise price of the option, if any, and (B) $1.00, reduced in each case by applicable tax withholding.

Each holder of an option that does not elect to receive the consideration described in the previous sentence will continue to hold his or her options to acquire our common stock after the merger. However, after the merger, we will be a wholly-owned subsidiary of CBRE Holding and our common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934. Accordingly, if any holder exercised his or her options after the merger, the holder would receive common stock of a subsidiary of CBRE Holding, which common stock would be difficult, if not impossible, to sell.

Before the effective time, we and the acquisition companies will take all commercially reasonable actions to (1) obtain all necessary consents from the holders of options and (2) take such other actions, including amending the terms of any CB Richard Ellis Services stock option or compensation plans or arrangements, necessary to give effect to the cancellation and exchange described in the foregoing paragraph.

As of the date of this proxy statement, there were options outstanding to purchase an aggregate of 839,616 shares of our common stock at exercise prices below $16.00 per share, and options outstanding to purchase an aggregate of 2,422,475 shares of our common stock at exercise prices above $16.00 per share.

Deferred Compensation Plan

At the effective time of the merger, our Deferred Compensation Plan, or "DCP," will be amended to provide that each CBRE Stock Fund Unit, as defined in the DCP, will thereafter represent the right to receive one share of Class A common stock of CBRE Holding. Each participant in the DCP who has CBRE Stock Fund Units that are not vested prior to the effective time and are credited to his or her account before the effective time, including stock fund units that may vest as a result of the merger, will continue to hold the unvested CBRE Stock Fund Units in his or her account under the DCP, except that each CBRE Stock Fund Unit will thereafter represent the right to receive one share of CBRE Holding Class A common stock rather than one share of CB Richard Ellis Services common stock.

Each participant in the DCP who is one of our employees or one of our independent contractors in the states of California, New York, Illinois or Washington and has CBRE Stock Fund Units that are vested and credited to his or her account prior to the effective time will be required, prior to the effective time to make one of the following elections regarding the vested CBRE Stock Fund Units: (A) convert the vested CBRE Stock Fund Units at the effective time, based upon a value of $16.00 per CBRE Stock Fund Unit, into the interest index fund alternative or any of the insurance mutual fund alternatives that are available under the DCP, or (B) continue to hold the vested CBRE Stock Fund Units in his or her account under the DCP. This election will be made available by CBRE Holding to eligible participants in the DCP only pursuant to a prospectus complying with applicable securities laws, and that prospectus will be provided to those persons prior to the merger. This proxy statement is not

an offer to sell, or a solicitation of an offer to buy, any of our securities or the securities of CBRE Holding.

Capital Accumulation Plan

At the effective time of the merger, each participant in our Capital Accumulation Plan, our 401(k) plan, with an account balance invested in the Company Stock Fund under the Capital Accumulation Plan, will receive, in exchange for the participant's shares of our common stock in the Company Stock Fund, an amount equal to (1) the number of those shares multiplied by (2) $16.00. As of the effective time, provided that the registration statement that has been filed by CBRE Holding has been declared effective by the Securities and Exchange Commission, each Capital Accumulation Plan participant who is one of our U.S. employees may invest, pursuant to the terms of the Capital Accumulation Plan, in shares of the Class A common stock of CBRE Holding to be held in the Capital Accumulation Plan, based on a per share price equal to $16.00. The merger agreement limits the aggregate number of CBRE Holding shares that all Capital Accumulation Plan participants together may acquire in this way to 50% of the total number of shares of our common stock held in the Capital Accumulation Plan as of April 1, 2001. In the event that the participants request to purchase an aggregate number of CBRE Holding shares in excess of this limit, the amount subscribed to by each participant will be reduced pro rata based on the number of shares each participant initially requested to purchase. The merger agreement additionally limits the amount of CBRE Holding shares each current employee participant may elect to purchase to 50% of the total value of the participant's Capital Accumulation Plan account as of the effective time, with all other investments in his or her account being valued as of the month end immediately preceding the effectiveness of the registration statement filed by CBRE Holding. Before the effective time, CB Richard Ellis Services and CBRE Holding will take all commercially reasonable actions, including amending the terms of the Capital Accumulation Plan, necessary to give effect to the provisions described in this paragraph.

The opportunity to acquire shares of CBRE Holding common stock described in the previous paragraph will be made available by CBRE Holding to eligible participants in the Capital Accumulation Plan only pursuant to a prospectus complying with applicable securities laws, and that prospectus will be provided to the participants by CBRE Holding prior to the merger. This proxy statement is not an offer to sell, or a solicitation of an offer to buy, any of our securities or the securities of CBRE Holding.

Payment for Shares

BLUM CB Corp. will make available to the exchange agent to be designated by BLUM CB Corp., as needed, the merger consideration to be paid to our stockholders for their shares of our common stock, in connection with the merger. Promptly after the effective time, we will instruct the exchange agent to mail to each stockholder a letter of transmittal and instructions to effect the surrender of the share certificates which, immediately before the effective time, represented the record holder's shares, in exchange for payment of $16.00 per share. However, special payment arrangements will be made if

you participate in the offering to acquire shares of CBRE Holding Class A common stock. You should not forward share certificates with the enclosed proxy card. You should surrender certificates representing shares of our common stock only after receiving instructions from the exchange agent or CB Richard Ellis Services.

The holder will be entitled to receive $16.00 per share, after giving effect to any required tax withholdings, only upon surrender of the relevant share certificates in accordance with the instructions contained in the letter of transmittal. The exchange agent will pay the $16.00 per share attributable to any certificates representing shares outstanding before the effective time which have been lost or destroyed, but only after the person claiming the certificate to be lost or stolen provides an affidavit of that fact and, upon our request, posts an appropriate indemnification bond. No interest will accrue or will be paid on the cash payable upon the surrender of any certificate. Neither BLUM CB Corp. nor the exchange agent will make payments to any person who is not the registered holder of the certificate surrendered unless the certificate is properly endorsed and otherwise in proper form for transfer. Further, the person requesting such payment will be required to pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the certificate surrendered or establish to the satisfaction of CB Richard Ellis Services or the exchange agent that such tax has been paid or is not payable.

Transfer of Shares

At and after the effective time, our transfer agent will not record on the stock transfer books transfers of any shares of our common stock that were outstanding immediately prior to the effective time of the merger.

Officers, Directors and Governing Documents

From and after the effective time of the merger, the directors of BLUM CB Corp. will become the directors of the surviving corporation and our current officers will remain the officers of the surviving corporation, in each case until their successors are duly elected or appointed and qualified. From and after the effective time of the merger and until afterwards amended, our certificate of incorporation in effect immediately prior to the effective time will remain the certificate of incorporation of the surviving corporation, except as amended at the effective time to provide for the surviving corporation to have a class of preferred stock in addition to a class of common stock. From and after the effective time of the merger, our bylaws in effect immediately prior to the effective time will remain the bylaws of the surviving corporation, until amended afterwards.

Representations and Warranties

The merger agreement contains various representations and warranties made by us to BLUM CB Corp., subject to identified exceptions, including representations and warranties relating to:

•: our due incorporation, valid existence, good standing, and necessary corporate powers;
•: the authorization, execution, delivery and enforceability of the merger agreement;
•: the absence of consents, approvals, orders or authorizations of governmental authorities, except those specified in the merger agreement, required to complete the merger;
•: the absence of any conflicts between the merger agreement and our certificate of incorporation or bylaws, and any applicable laws or other material contracts or documents, except as disclosed in the merger agreement;
•: our capitalization;

•: the due incorporation, valid existence, good standing, necessary corporate powers, governmental approvals, capitalization and absence of conflicts of our subsidiaries;
•: the adequacy and accuracy of filings made by us with the Securities and Exchange Commission;
•: the integrity of our financial statements and the absence of material liabilities or obligations, except as disclosed in the merger agreement;
•: the absence of material changes to our business and operations since September 30, 2000, except for those disclosed in the merger agreement;
•: the absence of any action, suit, claim, investigation, arbitration or proceeding actually pending or threatened against us or our subsidiaries, except as disclosed in the merger agreement;
•: the compliance of CB Richard Ellis Services and our subsidiaries with all tax laws and obligations;
•: our benefit plans, programs and agreements and matters relating to the Employee Retirement Income Security Act of 1974 and the Internal Revenue Code of 1986, except as disclosed in the merger agreement;
•: the compliance of CB Richard Ellis Services and our subsidiaries with laws relating to their business or operations and with the permits held by them;
•: title to our assets;
•: intellectual property;
•: the receipt by the special committee of an opinion from a financial advisor that the $16.00 per share to be received by our stockholders in the merger is fair from a financial point of view;
•: status of labor relationships and compliance with labor laws;
•: material contracts of CB Richard Ellis Services and our subsidiaries;
•: required vote of stockholders and approval of the special committee and our board of directors; and
•: information to be provided by us for this proxy statement, for the Schedule 13E-3 filed by us, the acquisition companies and the continuing stockholders, and for the CBRE Holding registration statement.

The merger agreement contains various representations and warranties made by BLUM CB Corp. and CBRE Holding, jointly and severally, to us, subject to identified exceptions, including representations and warranties relating to:

•: the due incorporation, valid existence, good standing and necessary corporate powers of CBRE Holding and BLUM CB Corp.;
•: the authorization, execution, delivery and enforceability of the merger agreement;
•: the absence of consents, approvals, orders or authorizations of governmental authorities, except those specified in the merger agreement, required to complete the merger;
•: the absence of any conflicts between the merger agreement and each of BLUM CB Corp.'s and CBRE Holding's certificate of incorporation or bylaws, any applicable laws or other contracts or documents;
•: the availability of financing sufficient to complete the merger and related transactions;

•: the accuracy of information supplied for inclusion in this proxy statement, the Schedule 13E-3 and the registration statement; and
•: the absence of knowledge by certain continuing stockholders of any breach of any of the representations and warranties of CB Richard Ellis Services.

None of the representations and warranties in the merger agreement will survive after the completion of the merger.

Conduct of Business Pending the Merger

In the merger agreement, we agreed, with certain exceptions, before completion of the merger to conduct business in all material respects in the ordinary course consistent with past practice and to use commercially reasonable efforts to:

•: preserve intact our business organization;
•: maintain in effect all permits required to operate our business;
•: keep available the services of our key officers and employees; and
•: preserve existing relationships with our material customers, lenders, suppliers and others with whom we have material business relationships.

In addition, we agreed, subject to certain exceptions, not to take, and to prevent our subsidiaries from taking, any of the following actions without the prior consent of BLUM CB Corp.:

•: amending any charters, bylaws or similar organizational documents of CB Richard Ellis Services or our subsidiaries;
•: effecting splits, combinations or reclassifications of our common stock;
•: amending the terms of any rights, warrants or options to acquire our securities;
•: effecting dividends or other distributions on our securities, except for ordinary course dividends by our subsidiaries;
•: effecting redemptions, repurchases or other acquisitions of rights, warrants or options to acquire our securities, except under the existing terms of any employee plan;
•: issuing, delivering or selling any securities, other than issuing shares of our common stock upon the exercise of stock options granted before the date of the merger agreement or in exchange for CBRE Stock Fund Units already allocated under the Deferred Compensation Plan;
•: acquiring any equity of any person, any division or business or substantially all of the assets of any entity for consideration having a fair market value in excess of $5 million in a single transaction or $15 million in the aggregate;
•: selling, leasing, encumbering or otherwise disposing of any assets, except in the ordinary course consistent with past practice and except for equipment or other property no longer used in the operation of our business;
•: incurring any indebtedness for borrowed money, except to fund working capital in the ordinary course consistent with past practice under our existing credit facilities;
•: issuing or selling any debt securities (except intercompany debt securities) or warrants or other rights to acquire any debt securities of CB Richard Ellis Services or our subsidiaries;
•: making any loans or advances, other than to employees and consultants in the ordinary course of business;

•: making any capital contributions to or investments in any entity other than CB Richard Ellis Services or any of our subsidiaries;
•: assuming, guaranteeing or endorsing, or otherwise as an accommodation becoming responsible for, the obligations of any individual or entity, other than the obligations of our subsidiaries or the endorsements of negotiable instruments for collection in the ordinary course of business consistent with past practice;
•: except in the ordinary course consistent with past practice, materially amending, modifying or terminating any material agreement of CB Richard Ellis Services or any of our significant subsidiaries, or waiving any material rights, claims or benefits under any such agreement;
•: increasing the amount of compensation of any of our directors or executive officers except as required by law or any existing agreement;
•: granting any severance or termination pay to any of our directors or senior officers or any of our significant subsidiaries, except as required by law or any existing agreement;
•: adopting any additional material employee benefit plan or, except as required by law or as necessary to comply with the terms of the merger agreement, amending in any material respect any existing employee benefit plan;
•: materially changing our methods of accounting in effect at September 30, 2000, except as required by changes in GAAP or by Regulation S-X under the Securities Exchange Act of 1934;
•: settling any material litigation, arbitration, investigation, proceeding or other claim, or any claim against us arising out of the transactions contemplated by the merger agreement;
•: other than in the ordinary course of business consistent with past practice, making any material tax election, taking any tax position or adopting any method in any tax return that is materially inconsistent with elections made, positions taken or methods used in prior periods;
•: other than in the ordinary course of business consistent with past practice, entering into any settlement or compromise of any material tax liability;
•: other than in the ordinary course of business consistent with past practice, filing any amended CB Richard Ellis Services tax return with respect to any material tax;
•: other than in the ordinary course of business consistent with past practice, changing any annual tax accounting period;
•: other than in the ordinary course of business consistent with past practice, entering into any closing agreement relating to any material tax;
•: other than in the ordinary course of business consistent with past practice, surrendering any right to claim a material tax refund; and
•: adopting any plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of CB Richard Ellis Services or any of our subsidiaries, other than the merger.

No Solicitation

We have agreed that we will not, that we will cause our subsidiaries not to, and that we will not authorize or knowingly permit our officers, directors, employees, representatives or agents to, directly or indirectly solicit or initiate, participate in any discussions or negotiations with any third parties or furnish information to any third party regarding, or take any other action to knowingly facilitate any inquiries regarding, the making of any proposal with respect to, any merger, consolidation or other

business combination with respect to us or with respect to the sale of (1) more than 15% of our equity interests or (2) 15% or more of the fair market value of our assets and the assets of our subsidiaries on a consolidated basis.

However, if we receive an unsolicited inquiry regarding, or request to discuss, any such "acquisition proposal" that our board of directors or the special committee determines in good faith is or could reasonably be expected to lead to the delivery of a proposal for a merger, consolidation or other business combination with respect to us or the sale of (1) more than 51% of our equity interests or (2) 51% or more of the fair market value of our assets and the assets of our subsidiaries on a consolidated basis, that, for our stockholders, other than the acquisition companies and the continuing stockholders, would be financially superior to and more favorable than the transactions contemplated in the merger agreement, and is reasonably likely of being consummated, we may furnish information to and engage in discussions and negotiations concerning the acquisition proposal with the third party making it. Before we participate in any such discussions or negotiations or supply any such information, we must enter into a confidentiality agreement with the third party on terms no less favorable to us than the terms in our confidentiality agreement with the continuing stockholders.

We have agreed to promptly notify BLUM CB Corp. of any such proposals or inquiries, including the identities of the parties making the proposals or inquiries and the terms and conditions of the proposals or inquiries, and thereafter to keep BLUM CB Corp. informed about changes in the terms and conditions of the proposal and the status of any negotiations, discussions and documents with respect to the proposal or request.

In addition, neither the special committee nor our board of directors may withdraw or modify in any manner adverse to BLUM CB Corp. the board's recommendation to stockholders of the merger agreement or the merger, or approve or recommend, or propose to approve or recommend, and we may not enter into any agreement with respect to, any acquisition proposal, unless the special committee or our board of directors determines after consultation with its legal and financial advisors (1) to terminate the merger agreement, (2) to approve or recommend the acquisition proposal after concluding that it constitutes a superior proposal of the type described above and (3) to enter into a binding agreement concerning the acquisition proposal. Further, in order to do any of the foregoing, we must have provided BLUM CB Corp. with at least three business days' written notice of our intention to terminate the merger agreement and of the material terms and conditions of the acquisition proposal, and BLUM CB Corp. must not have made, within three days of receiving the notice, a counteroffer such that the majority of the disinterested members of our board of directors or the special committee determines that the acquisition proposal in question no longer constitutes a superior proposal. On the next business day following any such termination of the merger agreement, we must pay the termination fee described below under "—Termination Fee."

Access to Information

We have agreed to allow the acquisition companies and their representatives reasonable access to our offices, properties, books and records. We have also agreed to furnish them with any financial and operating data and other information they may reasonably request. We have further agreed to instruct our employees and authorized representatives to cooperate with their reasonable requests.

Regulatory and Other Consents and Approvals

Subject to the terms and conditions of the merger agreement, we and the acquisition companies have agreed to use commercially reasonable best efforts to obtain promptly from any government authorities and third parties all regulatory and other consents, waivers, approvals, authorizations, permits or orders necessary for the consummation of the merger and the other transactions contemplated by the merger agreement and to take all actions and make all necessary filings and any other required submissions under any applicable federal or state securities laws, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the "HSR Act," any related government request under the HSR Act, any foreign competition laws and any other applicable law.

In connection with the transactions contemplated by the merger agreement and the contribution and voting agreement, the HSR Act requires us and the "ultimate parent entities" of the acquisition companies, which are RCBA Strategic Partners, L.P. and FS Equity Partners III, L.P., to give information to the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission. Subsequent to these submissions, a waiting period must expire or be terminated by the Department of Justice or the Federal Trade Commission before these transactions can be completed. We and the ultimate parent entities of the acquisition companies made the required filings with the Department of Justice and the Federal Trade Commission on May 11, 2001 and received notice of early termination of the waiting period on May 29, 2001.

Financing Arrangements

BLUM CB Corp. and CBRE Holding have agreed to use their reasonable best efforts to obtain the financing needed for the transactions contemplated by the merger on the terms set forth in the CSFB and DLJ commitment letters and the senior subordinated notes purchase agreement. In the event that any portion of this financing becomes unavailable in the manner or from the sources originally contemplated, BLUM CB Corp. and CBRE Holding have agreed to use their reasonable best efforts to obtain any such portion from alternative sources on substantially comparable terms, if available.

Conditions to the Merger

The obligations of CB Richard Ellis Services and the acquisition companies to complete the merger are subject to the satisfaction of each of the following conditions:

•: stockholders who hold a majority of our outstanding common stock must adopt the merger agreement;
•: stockholders who hold at least two-thirds of the shares of our outstanding common stock not owned by the continuing stockholders or their affiliates must adopt the merger agreement;
•: the applicable waiting periods or required approvals under the HSR Act, any similar foreign competition laws or any other similar law required prior to the completion of the merger must have expired or been terminated or received;
•: no governmental entity can have enacted any law or taken any other action that restrains, enjoins or otherwise prohibits the merger or makes it illegal; and
•: the registration statement filed by CBRE Holding must have been declared effective by the Securities and Exchange Commission and continue to be effective.

Our obligation to complete the merger is subject to the satisfaction or waiver of each of the following additional conditions:

•: the acquisition companies must have performed in all material respects all of their obligations under the merger agreement required to be performed at or before the effective time of the merger;
•: the representations and warranties made by the acquisition companies in the merger agreement (1) that are qualified by a material adverse effect on the acquisition companies (any change or effect that would prevent or materially impair the ability of the acquisition companies to complete the merger and the transactions contemplated by the merger agreement) must be true and correct and (2) all other representations and warranties made by the acquisition companies in the merger agreement must have been true and correct in all material respects, in each case when made and as of the effective time of the merger;

•: we must have received a certificate signed by the president or chief executive officer of each of the acquisition companies as to compliance with the conditions specified in the two preceding paragraphs;
•: the acquisition companies must have obtained or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings with any governmental entity that are required in connection with the merger and the other transactions contemplated by the merger agreement and that, if not obtained, would make the merger illegal or would be reasonably likely, individually or in the aggregate, to prevent or materially impair the ability of the acquisition companies to complete the merger and the other the transactions contemplated by the merger, or to have a material adverse effect on the surviving corporation in the merger; and
•: the special committee must have received a letter addressed to it from a valuation firm as to the solvency of CB Richard Ellis Services and our subsidiaries after giving effect to the merger, the financing arrangements contemplated by BLUM CB Corp. with respect to the merger and the other transactions contemplated by the merger agreement.

The obligation of BLUM CB Corp. to complete the merger is subject to the satisfaction of each of the following additional conditions:

•: we must have performed in all material respects our obligations contained in the merger agreement required to be performed at or before the effective time of the merger;
•: the representations and warranties made by us in the merger agreement (1) that are qualified by reference to a material adverse effect on us must be true and correct and (2) all other representations and warranties made by us in the merger agreement must have been true and correct in all material respects, in each case when made and as of the effective time of the merger;
•: BLUM CB Corp. must have received a certificate signed by our chief executive officer or chief financial officer as to our compliance with the conditions specified in the two preceding paragraphs;
•: we must have obtained or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings with any governmental entity or third party that are required in connection with the merger and the other transactions contemplated by the merger agreement and that, if not obtained, would make the merger illegal or would be reasonably likely to have, individually or in the aggregate, a material adverse effect on us (unless the failure of this condition to be satisfied is due to willful breach by either of the acquisition companies of any agreement or representation, including the agreements and representations related to BLUM CB Corp.'s financing arrangements for the merger and the other transactions contemplated by the merger agreement);
•: the net proceeds from BLUM CB Corp.'s offering of senior subordinated notes must have been released to BLUM CB Corp. from the escrow account into which they were deposited in connection with the closing of that offering;
•: the funding contemplated by the commitment letters for BLUM CB Corp.'s debt financing of the merger and the other transactions contemplated by the merger agreement must have been obtained, or suitable alternative financing must have been obtained; and
•: consent must have been obtained from the holders of the portion of our 8⁷/8% senior subordinated notes outstanding required to amend those notes' indenture to permit the merger and the other transactions contemplated by the merger agreement.

The merger agreement defines a material adverse effect on CB Richard Ellis Services as any material adverse effect on (a) the business, assets, liabilities, financial condition or results of operations of CB Richard Ellis Services and our subsidiaries, taken as a whole, or (b) our ability to perform our obligations under the merger agreement or the other agreements and transactions contemplated by the merger agreement, in each case other than changes or developments resulting from U.S. or global general economic or political conditions, conditions generally affecting the industry in which we and our subsidiaries operate, changes in U.S. or global financial markets or conditions, any generally applicable change in law or GAAP or interpretation of law or GAAP, or the announcement of the merger agreement or the transactions contemplated by it or our performance of our obligations under the merger agreement and compliance with the covenants in the merger agreement. In this proxy statement, references to "a material adverse effect on CB Richard Ellis Services" are intended to refer to this definition.

The decision of a party to waive any condition to the merger will be made by such party based on the facts and circumstances at the time such decision is made. Accordingly, at this time, we cannot describe the facts under which a condition may be waived. Currently, we do not expect any condition to the merger to be waived in any respect material to the holders of our common stock; however, because circumstances may change, no assurances can be given in that regard. Following the special meeting, we will solicit another vote of our stockholders if we determine that the waiver of a condition has resulted in a material change which would adversely affect the holders of our common stock.

Indemnification and Insurance

Under the merger agreement, after the effective time of the merger, we, as the surviving corporation, will continue to honor all obligations to indemnify or advance expenses to present or former directors, officers and employees under agreements in effect as of the date of the merger agreement, with regard to matters occurring on or before the merger. In addition, for a period of six years following the merger, we are required to indemnify and defend all present and former directors, officers and employees of CB Richard Ellis Services and our subsidiaries from all costs, expenses, judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any claim pertaining to actions or omissions in their capacity as directors or officers of CB Richard Ellis Services or any subsidiary or their service at the request of CB Richard Ellis Services or a subsidiary as a fiduciary, on or before the merger.

In addition, we must maintain for six years following the merger the same provisions in effect as of the date of the merger agreement in our certificate of incorporation or bylaws regarding indemnification, limitation of liability, exculpation from liability and expense advancement. These provisions may not be modified by us during the six years following the merger in any manner that would adversely affect the rights of individuals who on or before the merger were directors, officers, employees or agents of us or our subsidiaries, except as required by law.

Further, for six years following the merger, we are required to provide to the directors and officers of CB Richard Ellis Services and our subsidiaries liability and fiduciary liability insurance protection with the same coverage and in the same amount as and on terms no less favorable to such individuals than that provided by our current insurance policies. The amount that we are required to pay for insurance premiums, however, is limited, over the six-year period, to 250% of the amount it would cost us to obtain such insurance for six years at current rates.

Amendment and Waiver

Any provision of the merger agreement may be amended before the effective time of the merger if approved in writing by us, the acquisition companies and the special committee or a majority of the members of our board of directors not affiliated with the continuing stockholders. After the adoption

of the merger agreement by our stockholders, however, any amendment that by law requires our stockholders' approval must in addition be approved by our stockholders. Further, at any time prior to the effective time, any party to the merger agreement may extend the time for the performance of any obligation of any other party or waive any inaccuracy in the representations and warranties of any other party in the merger agreement or related document, except that any extension or waiver agreed to by us must be approved in writing by the special committee or a majority of the members of our board of directors not affiliated with the continuing stockholders, and any extension or waiver that by law requires the approval of our stockholders must also be approved by our stockholders.

Termination of the Merger Agreement

Termination by CB Richard Ellis Services, CBRE Holding, Inc. and BLUM CB Corp.

At any time before the effective time of the merger, we, CBRE Holding, Inc. and BLUM CB Corp. may terminate the merger agreement and abandon the merger by mutual written consent.

Termination by CB Richard Ellis Services or BLUM CB Corp.

Either we or BLUM CB Corp. may terminate the merger agreement and abandon the merger at any time before the effective time of the merger if:

•: the merger has not occurred by July 20, 2001, except that a party's right to terminate under this provision is not available if the failure of the merger to occur by this date has resulted from a breach of the merger agreement by that party;
•: any law makes the merger illegal or otherwise prohibited or any governmental entity enters a judgment, injunction, order or decree enjoining the merger which becomes final and nonappealable, and prior to termination the parties have used reasonable best efforts to resist, resolve or lift the law, judgment, injunction, order or decree; or
•: our stockholders fail to adopt the merger agreement at the stockholders' meeting.

Termination by CB Richard Ellis Services

We may terminate the merger agreement and abandon the merger at any time before the effective time of the merger if:

•: our board of directors or the special committee has determined, after consultation with its financial and legal advisors, to advance an acquisition proposal and to enter into a binding agreement concerning the acquisition proposal, provided that the notice and other requirements for termination under this provision are met, as described above under "—No Solicitation" (except that termination under this provision is not effective until we have paid the termination fee described below under "—Termination Fee"); or
•: either of the acquisition companies has breached any representation, warranty, covenant or agreement in the merger agreement and this would cause the representations and warranties made by them in the merger agreement not to be true in all material respects when made or at and as of the effective time of the merger, and the breach cannot be corrected before July 20, 2001.

Termination by BLUM CB Corp.

BLUM CB Corp. may terminate the merger agreement and abandon the merger at any time before the effective time of the merger if:

•: we have breached or failed to perform any representation, warranty, covenant or agreement in the merger agreement and this would cause the representations and warranties made by us in the merger agreement not to be true in all material respects when made at and as of the effective time of the merger, and the breach cannot be corrected before July 20, 2001;
•: our board of directors or the special committee amends, withdraws, modifies, changes, conditions or qualifies its recommendation of the merger agreement to our stockholders in any manner adverse to the acquisition companies, or approves or recommends to stockholders an acquisition proposal other than one by the acquisition companies or their affiliates, or approves or recommends to our stockholders that they tender shares of our common stock in a tender or exchange offer that is an acquisition proposal other than one by the acquisition companies or their affiliates;
•: our board of directors or the special committee delivers any notice that it intends to terminate the merger agreement as described above under "—No Solicitation" and does not unconditionally withdraw the notice within three business days of delivering it;
•: our board of directors, the special committee, or any other duly authorized committee of the board approves a resolution to take or agrees to take the actions described in either of the two preceding paragraphs; or
•: any person or group other than the acquisition companies or their affiliates acquires beneficial ownership of a majority of our outstanding common stock.

Termination Fee

Under certain circumstances, upon termination of the merger agreement we must pay a termination fee to RCBA Strategic Partners, L.P., a Delaware limited partnership affiliated with the acquisition companies.

We must pay RCBA Strategic Partners a fee of $7,500,000, plus reimbursement for out-of-pocket expenses and fees up to a maximum of $3,000,000, if the merger agreement is terminated:

•: by CB Richard Ellis Services, under the provision giving rise to a right of termination as a result of our board of directors or the special committee determining to advance an acquisition proposal and enter into a binding agreement concerning the acquisition proposal with a third party, as described above under "—No Solicitation";
•: by BLUM CB Corp. under the provision giving rise to a right of termination as a result of our board of directors or the special committee amending, withdrawing, modifying, changing, conditioning or qualifying its recommendation of the merger agreement to our stockholders in any manner adverse to the acquisition companies, or approving or recommending to stockholders an acquisition proposal other than one by the acquisition companies or their affiliates, or approving or recommending to our stockholders that they tender shares of our common stock in a tender or exchange offer that is an acquisition proposal other than one by the acquisition companies or their affiliates;
•: by BLUM CB Corp. under the provision giving rise to a right of termination as a result of our board of directors or the special committee delivering any notice that it intends to terminate the merger agreement as described above under "—No Solicitation" and not unconditionally withdrawing the notice within three business days of delivering it;

•: by BLUM CB Corp. under the provision giving rise to a right of termination as a result of our board of directors, the special committee, or any other duly authorized committee of the board approving a resolution to take or agreeing to take the actions described in either of the two preceding paragraphs; or
•: by BLUM CB Corp. under the provision giving rise to a right of termination as a result of any person or group other than the acquisition companies or their affiliates acquiring beneficial ownership of a majority of our outstanding common stock.

We must also pay RCBA Strategic Partners the fee of $7,500,000 and the reimbursement for out-of-pocket expenses and fees up to a maximum of $3,000,000 if the merger agreement is terminated (a) by us, CBRE Holding or BLUM CB Corp. under the provision giving rise to a right of termination as a result of a failure to obtain our stockholders' approval of the merger agreement, or (b) by BLUM CB Corp. under the provision giving rise to a right of termination as a result of CB Richard Ellis Services breaching or failing to perform any representation, warranty, covenant or agreement in the merger agreement, causing the representations and warranties made by it in the merger agreement not to be true in all material respects when made or at and as of the effective time of the merger, and this not being correctable before July 20, 2001, and, in the case of either (a) or (b), the following conditions are also satisfied:

•: an acquisition proposal meeting certain conditions has been made prior to the stockholder meeting or such termination (in the case of (b), prior to the breach giving rise to termination); and
•: a transaction contemplated by an acquisition proposal meeting certain conditions is completed or a definitive agreement related to such a transaction is entered into within twelve months after the date the merger agreement is terminated.

OTHER AGREEMENTS

The descriptions of the following agreements set forth the material terms of these agreements. The agreements may be found in Appendices B, C and D to this proxy statement and are incorporated into this section of the proxy statement by reference. You are urged to read the entire agreements.

Contribution and Voting Agreement

For additional information regarding the terms of the contribution and voting agreement, you should refer to the copy of the contribution and voting agreement attached to this proxy statement as Appendix B.

Contributions

Pursuant to the contribution and voting agreement, immediately prior to the merger, each of the continuing stockholders will contribute to CBRE Holding all of the shares of our common stock that he or it owns or controls. In connection with the merger, each of the shares of our common stock that the continuing stockholders contribute to CBRE Holding will be cancelled, and CBRE Holding will not receive any consideration for those shares of stock. An aggregate of 8,052,112 shares of our common stock will be contributed by the continuing stockholders to CBRE Holding.

Also pursuant to the contribution and voting agreement, immediately prior to the merger, RCBA Strategic Partners has agreed that either it or one or more of its affiliates will purchase between approximately $41 million and approximately $93 million worth of shares of CBRE Holding Class B common stock at a cash price of $16.00 per share. This cash equity contribution to be made by RCBA Strategic Partners or its affiliates and the number of shares of CBRE Holding Class B common stock to be purchased by them, will be reduced by the amount of any cash proceeds received and the number of shares of CBRE Holding common stock purchased, respectively, in offerings that CBRE Holding intends to make prior to the closing of the merger to eligible employees and independent contractors of CB Richard Ellis Services and its subsidiaries. These offerings will be made only pursuant to a valid prospectus complying with applicable securities laws. This proxy statement is not an offer to sell, or a solicitation of an offer to buy, any of our securities or the securities of CBRE Holding. After these offerings have been completed and RCBA Strategic Partners or its affiliates have made the contribution of cash to CBRE Holding, the shares of CBRE Holding Class B common stock that will be owned by the continuing stockholders will be equal to between approximately 80% and approximately 97% of CBRE Holding's outstanding common stock, depending upon how many shares are purchased in the offerings.

Voting and Exclusivity

Each party to the contribution and voting agreement has agreed to vote or consent, or cause to be voted or consented, all shares of our common stock that he or it beneficially owns or controls in favor of the merger and the related transactions and any matter required to effect those transactions, and against any "competing acquisition proposal," which term includes:

•: any proposal or offer with respect to, or transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving us or any of our subsidiaries, or
•: any purchase or sale of 20% or more of our consolidated assets, including without limitation stock of our subsidiaries, or
•: any purchase or sale of, or tender or exchange offer for, our equity securities that, if consummated, would result in any person or entity beneficially owning securities representing

20% or more of our total voting power, or of the surviving parent entity in such a transaction, or any of our subsidiaries.

In addition, each party to the agreement has agreed that prior to the closing of the contribution and voting agreement it would not directly or indirectly make, participate in or agree to, initiate, solicit, encourage or knowingly facilitate a competing acquisition proposal. Each party to this agreement has also agreed not to sell or dispose of any of our shares, and not to enter into any agreement, commitment or arrangement that is inconsistent with any of the voting and exclusivity provisions described above.

Fees and Expenses

In general, if the contribution and voting agreement is terminated prior to closing, each party to the agreement will pay its own expenses. However, in the event that the merger agreement is terminated and RCBA Strategic Partners receives the termination fee described in "MERGER AGREEMENT—Termination Fee," promptly after receipt of this termination fee, RCBA Strategic Partners has agreed to allocate and pay the termination fee, in part or in whole, as applicable, as follows:

•: first, to RCBA Strategic Partners and the continuing stockholders other than the affiliates of Freeman Spogli in an amount equal to their transaction expenses, or to the extent such transaction expenses exceed the termination fee, then each party will receive a pro rata amount of the termination fee based upon the party's transaction expenses incurred;
•: second, if available, any amounts required to be paid to CSFB and DLJ under the debt financing documents; and
•: third, subject to the following paragraph, if applicable, the remaining amount of the termination fee to RCBA Strategic Partners or its affiliates.

In addition, if the merger agreement is terminated because we consummate another acquisition proposal and RCBA Strategic Partners receives the termination fee, Ray Wirta will be entitled to receive 5.7% of this fee and Brett White will be entitled to receive 4.3% of this fee, if Mr. Wirta or Mr. White, as the case may be, is not offered continued employment on comparable terms with us, or the parent or surviving company in the acquisition proposal, following the consummation of the acquisition proposal for a period of at least 12 months, unless a shorter period is requested by Mr. Wirta or Mr. White, respectively.

After the closing of the merger, CBRE Holding is required pursuant to the contribution and voting agreement to pay to the general partner of RCBA Strategic Partners a transaction fee of $3.0 million and to Freeman Spogli & Co. Incorporated or its designee a transaction fee of $2.0 million. In addition, simultaneously with the closing, CBRE Holding is required pursuant to the contribution and voting agreement to reimburse each of the parties to the contribution and voting agreement for all transaction expenses incurred by them.

Warrants and Warrant Agreement

The contribution and voting agreement also provides, among other things, that upon consummation of the merger, the warrants to acquire 364,884 shares of our common stock owned by FS Equity Partners III, L.P. and FS Equity Partners International, L.P. will be canceled and CBRE Holding will issue new warrants to each of them to purchase up to an aggregate number of shares of CBRE Holding Class B common stock equal to the number that represents the same percentage of the total outstanding shares of all classes of CBRE Holding common stock immediately after consummation of the merger, as the warrants to acquire 364,884 shares of our common stock entitled these affiliates of Freeman Spogli to acquire immediately prior to the consummation of the merger.

The new warrants to acquire CBRE Holding Class B common stock will expire on August 27, 2007. The terms of these new warrants are set forth in a form of warrant agreement that is an exhibit to the Schedule 13E-3 that we have filed in connection with the merger.

The contribution and voting agreement further provides that, upon the closing of the merger, the warrants to acquire 84,988 shares of our common stock beneficially owned by Mr. Wirta, our director Donald Koll or The Koll Holding Company, which includes the warrants to acquire 55,936 shares of our common stock beneficially owned by each of Mr. Wirta, Mr. Koll and The Koll Holding Company, will be converted into the right to receive $1.00 per share underlying these warrants and will no longer represent the right to receive any securities of, or other consideration from, CBRE Holding or us.

Guarantee and Related Agreement

Guarantee Agreement

In connection with the parties' entry into the merger agreement, CB Richard Ellis Services and RCBA Strategic Partners, L.P. entered into a guarantee agreement under which RCBA Strategic Partners guaranteed to pay us all amounts, up to a maximum of $20,000,000, that become due to us from the acquisition companies by reason of a willful breach by them of the merger agreement. In order for RCBA Strategic Partners to be obligated to pay us any amount, a court must have entered a judgment that either of the acquisition companies are in willful breach of the terms of the merger agreement or, if either of the acquisition companies has become the subject of a case under any chapter of the bankruptcy code, a court must have allowed our proof of claim based on their willful breach of the merger agreement, and in the case of either such an order or such a judgment, the order or judgment must have become final and non-appealable.

We agreed in the guarantee agreement that the remedies provided in it are our only remedies against RCBA Strategic Partners, Freeman Spogli and their respective affiliates, other than the acquisition companies, with respect to the merger agreement and the transactions contemplated by the merger agreement, other than for fraud or under the confidentiality and standstill agreement. See "SPECIAL FACTORS—Background of the Merger." The guarantee agreement terminates on the earlier of the closing date of the merger or the termination of the merger agreement under circumstances which do not give rise to the acquisition companies having any monetary obligations to us. A copy of the guarantee agreement, as supplemented by a letter agreement dated May 31, 2001, is attached to this proxy statement as Appendix C.

Related Agreement

In connection with the guarantee agreement described above, RCBA Strategic Partners, L.P., FS Equity Partners III, L.P. and FS Equity Partners International, L.P. have entered into a contribution agreement. This agreement requires FS Equity Partners III and FS Equity Partners International to contribute to RCBA Strategic Partners a portion of any obligation RCBA Strategic Partners incurs under the guarantee agreement if the action constituting the willful breach of the merger agreement by either of the acquisition companies is one that both RCBA Strategic Partners and Freeman Spogli have agreed to, prior to the action being taken. In such circumstances, FS Equity Partners III must pay RCBA Strategic Partners an amount equal to approximately 34.69% of RCBA Strategic Partners' obligation, up to a maximum of $3,468,783.60, and FS Equity Partners International must pay RCBA Strategic Partners an amount equal to approximately 1.31% of RCBA Strategic Partners' obligation, up to a maximum of $131,216.40. A copy of this agreement is attached to this proxy statement as Appendix D.

Securityholders' Agreement

General

Under the terms of the contribution and voting agreement, described above under "—Contribution and Voting Agreement," CBRE Holding and each of the continuing stockholders have agreed to enter into a securityholders' agreement, to which we and DLJ Investment Partners II, L.P. will also be parties, upon the closing of the merger. The form of the securityholders' agreement is attached to this proxy statement as Exhibit A to the contribution and voting agreement attached as Appendix B. Principal provisions of the securityholders' agreement are described below.

Restrictions on Transfer

The parties to the securityholders' agreement may not transfer their shares of CBRE Holding common stock or warrants to acquire this stock except in accordance with the terms of the securityholders' agreement. The parties generally may not transfer this common stock or these warrants before the earlier of a qualifying public offering of CBRE Holding common stock or the end of the ten-year period beginning on the date the securityholders' agreement is signed. The anticipated offerings by CBRE Holding to eligible employees and independent contractors of CB Richard Ellis Services will not be qualifying public offerings. Exceptions to this general restriction include transfers by the parties to their affiliates and other related persons and transfers in connection with the right of first offer and drag-along and tag-along rights provided for in the securityholders' agreement. In the case of any permitted transfer, the transferee obtains some or all of the rights and must assume some or all of the obligations of the transferor under the securityholders' agreement, depending on the identity of the transferor, the amount of securities transferred and the circumstances of the transfer.

Right of First Offer

Beginning three years after the merger, if the continuing stockholders affiliated with Freeman Spogli, The Koll Holding Company, Frederic Malek or DLJ Investment Partners II, L.P. desire to transfer their CBRE Holding securities, they must first offer the securities to RCBA Strategic Partners. If RCBA Strategic Partners declines to purchase the securities offered on the terms indicated to it by the selling securityholder, the selling securityholder may for a limited period of time sell the securities to a purchaser approved by RCBA Strategic Partners on terms no more favorable than those that the securityholder offered to RCBA Strategic Partners. RCBA Strategic Partners generally may not unreasonably withhold its approval of a prospective purchaser identified by the selling securityholder.

Tag-Along Rights and Drag-Along Rights

If RCBA Strategic Partners or its affiliates agree to transfer any of their CBRE Holding common stock to a person that is not an affiliate of RCBA Strategic Partners, generally each other party to the securityholders' agreement has the right to require the acquiring person to purchase from the securityholder the securityholder's pro rata portion of the CBRE Holding common stock proposed to be transferred to the acquiring person, and generally on the same terms. If RCBA Strategic Partners or its affiliates agree to transfer, other than in a public offering, a majority of their CBRE Holding common stock to a person that is not an affiliate of RCBA Strategic Partners, generally RCBA Strategic Partners or its affiliates may require the other securityholders to transfer to the person the same portion of each securityholder's common stock as RCBA Strategic Partners is transferring of its common stock, and generally on the same terms.

Participation Rights

Except for specified exceptions, CBRE Holding may not issue equity securities without permitting each party to the securityholders' agreement to purchase a pro rata share of the securities being issued.

Registration Rights

Except under specified conditions, after an underwritten initial public offering of the common stock of CBRE Holding in which shares of CBRE Holding become listed on a national securities exchange of the Nasdaq Stock Market, holders of 25% or more of the CBRE Holding securities held by any of RCBA Strategic Partners, the continuing stockholders affiliated with Freeman Spogli or DLJ Investment Funding or its transferees, may require CBRE Holding to use its best efforts to register their shares of CBRE Holding common stock under the Securities Act of 1933. In addition, except under specified conditions and other than in specified types of offerings, CBRE Holding must afford the parties to the securityholders' agreement and their transferees the opportunity to include their shares of CBRE Holding common stock in the shares registered in any underwritten offering by CBRE Holding, except that the underwriters may reduce the number of such securityholders' shares to be registered in specified circumstances.

Board of Directors

The securityholders' agreement requires, prior to an underwritten initial public offering in which shares of CBRE Holding become listed on a national securities exchange or the Nasdaq Stock Market, that the parties to it that beneficially own shares of CBRE Holding Class B common stock will vote those shares to elect a board of directors having a specified composition. Generally, the board must be composed such that half of its members are persons designated by RCBA Strategic Partners. RCBA Strategic Partners also has the right to appoint one more director at any time. One member of the board of directors is to be a person designated by the continuing stockholders affiliated with Freeman Spogli and, for so long as a majority of the board of directors agree, one member of the board is to be one of our employees who is involved in our transaction management business. Ray Wirta and Brett White will also be members of the CBRE Holding board so long as each remains an employee of CBRE Holding. If either is no longer an employee, then the Chief Executive Officer or the Chairman of the Americas of CBRE Holding at that time, respectively, is to be a member of the board. The number of directors that RCBA Strategic Partners and the continuing stockholders affiliated with Freeman Spogli is each permitted to designate is to be reduced in either case if the party's beneficial ownership of CBRE Holding common stock becomes less than specified percentages of the total outstanding.

Voting Generally and Consent Rights of Parties Other than RCBA Strategic Partners

Prior to an underwritten initial public offering in which shares of CBRE Holding become listed on an exchange or the Nasdaq Stock Market, the parties to the securityholders' agreement that beneficially own shares of CBRE Holding Class B common stock must generally vote those shares at any stockholders meeting or in any written consent in the same manner in which RCBA Strategic Partners votes its shares of Class B common stock. Exceptions to this requirement include voting on specified types of transactions between RCBA Strategic Partners or its affiliates on the one hand, and CBRE Holding or any of its subsidiaries on the other hand, and voting on specified types of amendments to the certificate of incorporation or bylaws of CBRE Holding that adversely affect the securityholders relative to RCBA Strategic Partners. In addition, in order for CBRE Holding to engage in certain actions, there must first be consent by a majority of the directors not designated by RCBA Strategic Partners or by the director designated by the continuing stockholders affiliated with Freeman Spogli, or both.

PRICE RANGE OF COMMON STOCK

Our common stock is currently traded on the New York Stock Exchange under the symbol "CBG." Public trading of our common stock commenced on November 26, 1996. The following table sets forth the high and low closing sale prices for shares of our common stock, as reported on the New York Stock Exchange, for the periods listed.

		High		Low
Year Ended December 31, 1999
	First quarter	$	19¹³/16	$	14⁵/8
	Second quarter		24⁷/8		14⁷/16
	Third quarter		24⁷/16		12¹/2
	Fourth quarter		14¹³/16		10¹¹/16
Year Ended December 31, 2000
	First quarter		13¹/2		10³/16
	Second quarter		11⁷/16		9¹/8
	Third quarter		13³/16		9³/8
	Fourth quarter		15⁵/8		11¹³/16
Year Ended December 31, 2001
	First quarter		15.88		13.90
	Second quarter through June 13, 2001

On November 10, 2000, the last trading day prior to the public announcement of the BLUM CB Corp. proposal, the high, low and closing sale prices for our common stock as reported on the New York Stock Exchange were $13¹/8, $12⁵/8 and $13¹/8 per share, respectively. On February 23, 2001, the last trading day before the public announcement of the merger agreement, the high, low and closing sale prices for our common stock were $13.94, $13.68, and $13.90 per share, respectively. On June 13, 2001, the closing sale price as reported on the New York Stock Exchange was $ . per share. You are urged to obtain current market quotations for our common stock before making any decision with respect to the merger.

DIVIDENDS

Since our incorporation in March 1989, we have not declared any cash dividends on our common stock. Our existing credit agreement restricts our ability to pay dividends on common stock.

SELECTED CONSOLIDATED FINANCIAL DATA

The following table sets forth selected consolidated financial and operating data of CB Richard Ellis Services for each of the years in the five-year period ended December 31, 2000. The selected consolidated financial data presented below under the captions "Statement of Operations Data" and "Balance Sheet Data" for each of the years in the five-year period ended December 31, 2000 are derived from our consolidated financial statements, which have been audited by Arthur Andersen LLP independent certified public accountants. The financial data set forth below should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2000, which are incorporated by reference in this proxy statement. The financial data set forth below also should be read in conjunction with our audited consolidated financial statements as of December 31, 2000 and for each of the years in the three-year period ended December 31, 2000, and the report thereon, which are incorporated by reference in this proxy statement from our Annual Report on Form 10-K for the year ended December 31, 2000. No pro forma data giving effect to the merger is provided because we do not believe such information is material to stockholders in evaluating the merger and the merger agreement because the merger consideration will be paid to our public stockholders solely in cash and our public stockholders will no longer have any equity interest in CB Richard Ellis Services if the merger is completed.

	Year Ended December 31
	Year Ended December 31															Three Months Ended March 31, 2001
	2000			1999			1998			1997			1996			Three Months Ended March 31, 2001
	(dollars in thousands, except per share data)
STATEMENT OF OPERATIONS DATA:(1)
Revenue	$	1,323,604		$	1,213,039		$	1,034,503			730,224		$	583,068		$	272,498
Operating income		107,285			76,899			78,476			59,088			48,429			2,325
Interest expense, net		39,146			37,438			27,993			13,182			22,620			8,255
Net income (loss)		33,388			23,282			24,557			24,397			70,549			(2,846	)
Basic EPS(2)		1.60			1.11			(0.38	)		1.34			5.05			(.13	)
Weighted average shares outstanding for basic EPS(2)		20,931,111			20,998,097			20,136,117			15,237,914			13,783,882			21,309,550
Diluted EPS(2)		1.58			1.10			(0.38	)		1.28			4.99			(.13	)
Weighted average shares outstanding for diluted EPS(2)		21,097,240			21,072,436			20,136,117			15,996,929			14,126,636			21,309,550
OTHER DATA:
EBITDA(3)	$	150,484		$	117,369		$	127,246		$	90,072		$	62,003		$	14,021
Net cash (used in) provided by operating activities		84,112			74,011			76,614			80,835			65,694			(104,263	)
Net cash used in investing activities		(35,722	)		(26,767	)		(223,520	)		(18,018	)		(10,906	)		(536	)
Net cash (used in) provided by financing activities		(53,523	)		(37,721	)		119,438			(64,964	)		(28,505	)		104,940
BALANCE SHEET DATA:
Cash and cash equivalents	$	20,854		$	27,844		$	19,551		$	47,181		$	49,328		$	20,339
Total assets		963,105			929,483			856,892			500,100			278,944			931,296
Long-term debt		303,571			357,872			373,691			146,273			148,529			409,653
Total liabilities		724,018			715,874			660,175			334,657			280,364			704,037
Total stockholders' equity (deficit)		235,339			209,737			190,842			157,771			(1,515	)		224,292
Number of shares outstanding		20,605,023			20,435,692			20,636,134			18,768,200			13,232,063			20,636,051
Book value per share	$	11.15		$	9.95		$	9.48		$	9.55		$	(0.18	)	$	10.53

	December 31
	December 31										March 31, 2001
	2000		1999		1998		1997		1996		March 31, 2001
RATIOS:
Earnings/fixed charges	2.15		1.79		2.17		2.33		1.75		0.63
Debt/equity	1.33		1.74		2.04		0.97		(109.80	)	1.87
Debt/EBITDA	2.09		3.11		3.06		1.70		2.68		29.90
EBITDA/net interest expense(3)	3.84		3.14		4.55		6.83		2.74		1.70
Operating expense as a percentage of revenue:	40.7	%	44.2	%	43.4	%	37.8	%	39.2	%	49.2	%
EBITDA as a percentage of revenue (3)	11.4		9.7		12.3		12.3		10.6		0.05
Net income (loss) as a percentage of revenue	2.5		1.9		2.4		3.3		12.1		(0.01	)
International revenue as a percentage of consolidated revenue	22.4		22.5		14.5		—		—		22.6

(1): The results include the activities of Koll Real Estate Services from the date we acquired it, August 28, 1997, to December 31, 2000, REI Limited from the date we acquired it, April 17, 1998, to December 31, 2000 and CB Hillier Parker Limited from the date we acquired it, July 7, 1998, to December 31, 2000. For the year ended December 31, 1998, basic and diluted loss per share include a deemed dividend of $32.3 million on the repurchase of CB Richard Ellis Services' preferred stock. For the year ended December 31, 1996 net income includes a tax benefit of $55.9 million due to a reduction in CB Richard Ellis Services' deferred tax asset valuation allowance. A portion of CB Richard Ellis Services' net operating losses would be realizable due to its ability to generate additional taxable income in the future.
(2): EPS represents earnings (loss) per share.
(3): EBITDA represents earnings before interest expense, income taxes, depreciation and amortization of intangible assets relating to acquisitions, merger-related and other nonrecurring charges. CB Richard Ellis Services' management believes that the presentation of EBITDA will enhance a reader's understanding of our operating performance and ability to service debt as it provides a measure of cash generated (subject to the payment of interest and income taxes) that can be used by CB Richard Ellis Services to service its debt and for other required or discretionary purposes. Net cash that will be available to us for discretionary purposes represents remaining cash, after debt service and other cash requirements, such as capital expenditures, are deducted from EBITDA. EBITDA should not be considered as an alternative to (a) operating income determined in accordance with GAAP or (b) operating cash flow determined in accordance with GAAP. Our calculation of EBITDA may not be comparable to similarly titled measures reported by other companies.
(4): CB Richard Ellis Services has not declared any cash dividends on our common stock for the periods shown.

COMMON STOCK PURCHASE INFORMATION

None of CB Richard Ellis Services, its directors or executive officers, the acquisition companies, the continuing stockholders or their affiliates has engaged in any transaction in CB Richard Ellis Services common stock within 60 days of the date of this proxy statement.

Purchases by CB Richard Ellis Services

The following table sets forth purchases of our common stock by us during the past two years, including, on a per quarter basis, the number of shares purchased and the high, low and average price paid.

			Price Per Share
		Number of Shares	Price Per Share
		Number of Shares	High		Low		Average
Fiscal Year 1999
	Second quarter	0		—		—		—
	Third quarter	138,000	$	13.25	$	12.50	$	12.9737
	Fourth quarter	258,200		13.25		10.625		12.3291
Fiscal Year 2000
	First quarter	1,250		12.00		11.375		11.46
	Second quarter	143,000		10.875		10.125		10.3913
	Third quarter	93,643		12.835		9.25		10.7983
	Fourth quarter	123		12.25		12.25		12.25
Fiscal Year 2001
	First quarter	0		—		—		—
	Second quarter to June 13, 2001	0		—		—		—

Purchases by the Continuing Stockholders

RCBA Strategic Partners, L.P.

The following table sets forth purchases of CB Richard Ellis Services common stock by RCBA Strategic Partners during the past two years, including, on a per quarter basis, the number of shares purchased and the high, low and average price paid

			Price Per Share
		Number of Shares	Price Per Share
		Number of Shares	High		Low		Average
Fiscal Year 1999
	Second quarter	0		—		—		—
	Third quarter	0
	Fourth quarter	1,059,000	$	11.06	$	11.06	$	11.06
Fiscal Year 2000
	First quarter	1,278,800		12.05		10.41		11.94
	Second quarter	8,100		10.56		10.31		10.39
	Third quarter	0		—		—		—
	Fourth quarter	0		—		—		—
Fiscal Year 2001
	First quarter	0		—		—		—
	Second quarter to June 13, 2001	0		—		—		—

Frederic Malek

The following table sets forth purchases of CB Richard Ellis Services common stock by Frederic Malek during the past two years, including, on a per quarter basis, the number of shares purchased and the high, low and average price paid.

			Price Per Share
		Number of Shares	Price Per Share
		Number of Shares	High		Low		Average
Fiscal Year 1999
	Second quarter	0		—		—		—
	Third quarter	50,000	$	13.75	$	13.50	$	13.625
	Fourth quarter	37,000		11.50		11.50		11.50
Fiscal Year 2000
	First quarter	0		—		—		—
	Second quarter	0		—		—		—
	Third quarter	0		—		—		—
	Fourth quarter	0		—		—		—
Fiscal Year 2001
	First quarter	0		—		—		—
	Second quarter to June 13, 2001	0		—		—		—

Ray Wirta

Ray Wirta has made no purchases of our common stock during the past two years other than a purchase during the third quarter of 2000 of 30,000 shares at a price of $12.875 per share.

Brett White

Brett White has made no purchases of our common stock during the past two years other than a purchase during the third quarter of 2000 of 20,000 shares at a price of $12.875 per share.

Other Continuing Stockholders

The following continuing stockholders have made no purchases of our common stock during the past two years: FS Equity Partners III, L.P., FS Equity Partners International, L.P. and The Koll Holding Company.

Purchases by the Affiliated Directors

None of Richard Blum, Bradford Freeman or Donald Koll individually has made any purchases of our common stock during the past two years. Mr. Blum has a beneficial ownership interest in the general partner of RCBA Strategic Partners, L.P., which has made the purchases during the past two years described above.

DIRECTORS AND EXECUTIVE OFFICERS OF CB RICHARD ELLIS SERVICES

Set forth below are the positions with CB Richard Ellis Services presently held by each director and executive officer of CB Richard Ellis Services, and each such person's business experience for the past five years. Each of the directors and executive officers is a U.S. citizen and none has been convicted in a criminal proceeding during the past five years, nor been a party to any judicial or administrative proceeding, excluding traffic violations and similar misdemeanors, during the past five years that resulted in a judgment, decree or final order enjoining them from future violations of, or prohibiting activities subject to, federal or state securities laws, or finding any violation of federal or state securities laws. Unless otherwise indicated below, the principal business address of each of our directors and executive officers is 200 North Sepulveda Boulevard, El Segundo, California 90245.

Stanton D. Anderson. Mr. Anderson has been a director of CB Richard Ellis Services since 1989. Mr. Anderson has been a partner and the head of the Legislative Practice Group at the law firm of McDermott, Will & Emery, 600 13th Street, N.W., Washington, D.C. 20005, since 1998. He served as counsel to McDermott, Will & Emery from 1995 to 1997. Mr. Anderson also serves as Chairman and was a founder of Global USA, Inc., an international consulting company. In addition, Mr. Anderson serves on the board of directors of International Management & Development Group, Ltd., and Center for International Private Enterprise. He is a member of the board of Advisors of Westmont College.

Gary J. Beban. Mr. Beban has been President—Corporate Services of CB Richard Ellis Services since 1997 and a director of CB Richard Ellis Services since 1989. Mr. Beban has been Senior Executive Managing Director—Global Corporate Advisory Group of CB Richard Ellis Services since 1998. Mr. Beban was President—Brokerage Services of CB Richard Ellis Services from 1989 to 1997. He is a member of the Industrial Development Research Council and the National Realty Committee. Mr. Beban serves on the board of directors of The First American Financial Corporation and its wholly-owned subsidiary, First American Title Insurance, Inc.

Richard C. Blum. Mr. Blum has been a director of CB Richard Ellis Services since 1993. Mr. Blum is a managing member of RCBA GP, L.L.C., which is the sole general partner of RCBA Strategic Partners, L.P. His principal occupation is serving as Chairman and President of BLUM Capital Partners, L.P., whose principal business is acting as general partner for investment partnerships and providing investment advisory services. The principal business address of BLUM Capital Partners is 909 Montgomery Street, Suite 400, San Francisco, California 94133. Mr. Blum is also a member of the board of directors of Northwest Airlines Corporation; Glenborough Realty; URS Corporation and Playtex Products, Inc. Mr. Blum also serves as Vice Chairman of URS Corporation.

James J. Didion. Mr. Didion has been Chairman of CB Richard Ellis Services since January 1989 and a director since CB Richard Ellis Services' incorporation. From 1989 to May of 1999 he served as Chief Executive Officer of CB Richard Ellis Services. Mr. Didion is a member and current trustee of the Urban Land Institute. He is also a member of the National Realty Committee and was Chairman of the National Realty Committee from 1993 through June 1996. Mr. Didion serves on the advisory board of the Haas School of Business at the University of California, Berkeley.

Bradford M. Freeman. Mr. Freeman has been a director of CB Richard Ellis Services since August 1997. From November 1994 to August 1997, Mr. Freeman was a director of Koll Real Estate Services and Koll Management Services, Inc. Mr. Freeman is a founding principal of Freeman Spogli & Co. Incorporated, which is an investment company having its principal business address at 11100 Santa Monica Boulevard, Suite 1900, Los Angeles, California 90025. He is also a member of the board of directors of RDO Equipment Company, an agricultural and industrial equipment distributor.

Donald M. Koll. Mr. Koll has been a director of CB Richard Ellis Services since August 1997. Mr. Koll was a director of Koll Real Estate Services from November 1994 to August 1997 and Chairman of that company from August 1996 to August 1997. He also served as Chairman and as a

director of Koll Management Services, Inc. from June 1988 to August 1997. Mr. Koll's principal occupation is serving as Chairman and Chief Executive Officer of The Koll Company, a diversified real estate services firm having its principal place of business at 4343 Von Karman Avenue, Newport Beach, California 92660. Since June 1992, Mr. Koll has been a director and has served as an executive officer of Koll Real Estate Group, Inc., a real estate services company. Mr. Koll is also a director of The Irvine Company and Fidelity National Financial, Inc., a title company.

Paul C. Leach. Mr. Leach has been a director of CB Richard Ellis Services since August 1996. Since its founding in 1991, Mr. Leach has served as President of Paul Leach & Company, a private investment-banking firm that specializes in international and domestic acquisitions and investments. From 1992 to 1999, he was Managing Director of The Lone Cypress Company, the then owner of Pebble Beach Company. Since 1999, he has been a director of The Lone Cypress Company, LLC, the current owner of Pebble Beach Company.

David R. Lind. Mr. Lind is a Senior Vice President of CB Richard Ellis Services and has been a real estate salesperson with CB Richard Ellis Services since November 1977.

Frederic V. Malek. Mr. Malek has been a director of CB Richard Ellis Services since 1989 and served as Co-Chairman from April 1989 to November 1996. He has served as Chairman of Thayer Capital Partners, a merchant banking firm he founded, since 1993. Mr. Malek also serves on the board of directors of American Management Systems, Inc., Automatic Data Processing Corp., FPL Group, Inc., Manor Care, Inc., Northwest Airlines Corporation, Paine Webber Funds, Global Vacation Group, and Aegis Communications Co., Inc.

Ray Elizabeth Uttenhove. Ms. Uttenhove has been a director of CB Richard Ellis Services since August 1997 and Senior Vice President of CB Richard Ellis Services since September 1997. Ms. Uttenhove also served as First Vice President of Retail Tenant Services of CB Richard Ellis Services from August 1995 to September 1997.

Brett White. Mr. White has been Chairman—The Americas of CB Richard Ellis Services since May of 1999 and was President—Brokerage Services of CB Richard Ellis Services from August 1997 to May 2000. He was Executive Vice President of CB Richard Ellis Services from March 1994 to July 1997.

Gary L. Wilson. Mr. Wilson has been a director of CB Richard Ellis Services since 1989. Since April 1997, Mr. Wilson has been Chairman of Northwest Airlines Corporation, for which he served as Co-Chairman from January 1991 to April 1997. Mr. Wilson also serves on the board of directors of The Walt Disney Company, On Command Corporation and Veritas Holdings GmbH.

Raymond E. Wirta. Mr. Wirta has been Chief Executive Officer of CB Richard Ellis Services since May 1999 and a director since August 1997. He served as Chief Operating Officer from May 1998 to May 1999. Mr. Wirta was Chief Executive Officer and a director of Koll Real Estate Services from November 1994 to August 1997. Prior to that, Mr. Wirta held various management positions with Koll Management Services, Inc. since 1981. Mr. Wirta was a member of the board of directors and served as Chief Executive Officer from June 1992 to November 1996 to Koll Real Estate Group, Inc.

James H. Leonetti. Mr. Leonetti joined CB Richard Ellis Services as Chief Financial Officer in September 2000. From 1987 until mid-2000, Mr. Leonetti was Chief Financial Officer of Long Beach Mortgage Company.

Walter V. Stafford. Mr. Stafford has served as Senior Executive Vice President and General Counsel of CB Richard Ellis Services since 1995 and as Secretary since 1999.

INFORMATION ABOUT THE ACQUISITION COMPANIES,
THE CONTINUING STOCKHOLDERS AND THE AFFILIATED DIRECTORS

CBRE Holding, Inc.

c/o RCBA Strategic Partners, L.P.
909 Montgomery Street, Suite 400
San Francisco, California 94133
Telephone: (415) 434-1111

CBRE Holding, Inc., a Delaware corporation, was formed at the direction of RCBA Strategic Partners for the sole purpose of entering into the merger agreement, holding all of the common stock of BLUM CB Corp. prior to the consummation of the merger and holding all of the common stock of CB Richard Ellis Services after the consummation of the merger. RCBA Strategic Partners is currently the sole stockholder of CBRE Holding. After contributions to be made by RCBA Strategic Partners and the other members of the continuing stockholders pursuant to the contribution and voting agreement, RCBA Strategic Partners will continue to control CBRE Holding as a result of the securityholders' agreement to be entered into by the continuing stockholders at the closing of the merger agreement.

Claus J. Moller, a citizen of Denmark, currently is the sole director and the president of CBRE Holding. After the consummation of the merger, Mr. Moller will continue to be a director of CBRE Holding but will resign as its president. Mr. Moller's principal occupation is managing partner of BLUM Capital Partners, L.P., which is an affiliate of RCBA Strategic Partners. Prior to 1999, Mr. Moller was a Managing Director of AEA Investors Inc., which is a private equity investment firm. Mr. Moller's principal business address is the same as the address of CBRE Holding.

BLUM CB Corp.

c/o RCBA Strategic Partners, L.P.
909 Montgomery Street, Suite 400
San Francisco, California 94133
Telephone: (415) 434-1111

BLUM CB Corp., a Delaware corporation, is a transitory merger vehicle that was formed at the direction of RCBA Strategic Partners for the sole purpose of entering into the merger agreement, and in connection with the closing of the merger agreement, merging with and into CB Richard Ellis Services. BLUM CB Corp. is wholly-owned by CBRE Holding.

Claus J. Moller currently is the sole director and the president of BLUM CB Corp.

RCBA Strategic Partners, L.P.
Richard Blum

909 Montgomery Street, Suite 400
San Francisco, California 94133
Telephone: (415) 434-1111

RCBA Strategic Partners, L.P., a Delaware limited partnership, is an investment fund that was formed by affiliates of BLUM Capital Partners, L.P. in 1998. BLUM Capital, which was founded 25 years ago, is a private equity and strategic block investment firm. As of the record date, RCBA Strategic Partners and its affiliates and Richard Blum beneficially owned approximately 16.9% of our common stock.

The sole general partner of RCBA Strategic Partners is RCBA GP, L.L.C., a Delaware limited liability company. RCBA GP was formed to organize and manage the transactions in which RCBA

Strategic Partners is the principal investor. The names of the managing members and members of RCBA GP, their citizenship and principal occupations are as follows:

Name and Office Held	Citizenship	Current Principal Occupation	Other Occupations During the Past Five Years
Richard C. Blum, Managing Member	USA	President and Chairman, BLUM Capital Partners, L.P.	None
Nils Colin Lind, Managing Member	Norway	Managing Partner, BLUM Capital Partners, L.P.	None
Claus J. Moller, Managing Member	Denmark	Managing Partner, BLUM Capital Partners, L.P.	See CBRE Holding, Inc. above.
Marc T. Schölvinck, Member	USA	Partner and Chief Financial Officer, BLUM Capital Partners, L.P.	None
Murray A. Indick, Member	USA	Partner and General Counsel, BLUM Capital Partners, L.P.	Prior to 1997, Mr. Indick was a partner in the Washington D.C. office of the law firm of Dechert Price & Rhoads.
Jeffrey A. Cozad, Member	USA	Partner, BLUM Capital Partners, L.P.	Prior to 2000, Mr. Cozad was a Managing Director of Security Capital Group Incorporated, a real estate research, investment and operating management company.
Jose S. Medeiros, Member	Brazil	Partner, BLUM Capital Partners, L.P.	Prior to 1998, Mr. Medeiros was a Vice President in the Technology Mergers & Acquisitions group of the investment bank Robertson Stephens & Company.
Kevin A. Richardson, II, Member	USA	Partner, BLUM Capital Partners, L.P.	Prior to 1999, Mr. Richardson was an analyst at Tudor Investment Corporation, which is a hedge fund investment firm.
John C. Walker, Member	USA	Partner, BLUM Capital Partners, L.P.	Prior to 1997, Mr. Walker was Vice President of Prexco Holding, Inc., a private investment holding company.

Mr. Blum is also a member of our board of directors. The principal address of RCBA GP and each of its managing members and members is the same as the principal address for RCBA Strategic Partners.

FS Equity Partners III, L.P.,
FS Equity Partners International, L.P.
Bradford Freeman

c/o Freeman Spogli & Co. Incorporated
11100 Santa Monica Boulevard
Suite 1900
Los Angeles, California 90025
Telephone: (310) 444-1822

FS Equity Partners III, L.P., or "FSEP," a Delaware limited partnership, is a private equity investment fund. FS Equity Partners International, L.P., or "FSEP International," a Delaware limited partnership, is a private equity investment fund. As of the record date, FSEP and FSEP International, together, and Bradford Freeman beneficially owned approximately 18.2% of our common stock.

FS Holdings, Inc., a California corporation, is the general partner of FS Capital Partners, L.P., a California limited partnership, which is the general partner of FSEP III. FS Capital Partners and FS Holdings were each formed to organize and manage the transactions in which FSEP III is the principal investor. The principal address of each of these three entities is the same as the address of Freeman Spogli & Co. Incorporated indicated above.

FS International Holdings Limited, a Cayman Islands exempted company limited by shares, is the general partner of FS&Co. International, L.P., a Cayman Islands exempted limited partnership, which is the general partner of FSEP International. FS&Co. International and FS International Holdings were each formed to organize and manage the transactions in which FSEP International is the principal investor. The principal address of each of these three entities is c/o Paget-Brown & Company, Ltd., West Winds Building, Third Floor, P.O. Box 1111, Grand Cayman, Cayman Islands, B.W.I.

Bradford M. Freeman is a United States citizen. Mr. Freeman, Ronald P. Spogli, William M. Wardlaw, J. Frederick Simmons, John M. Roth and Charles P. Rullman, Jr. are the directors, executive officers and sole shareholders of FS Holdings, Inc. and FS International Holdings Limited. The principal occupation of each of Messrs. Freeman, Spogli, Wardlaw, Simmons, Roth and Rullman is to serve as the directors and executive officers of Freeman Spogli & Co. Incorporated, a Delaware corporation, which together with related companies are in the business of making private equity investments through affiliated investment partnerships. Mr. Freeman is also a member of our board of directors.

Each of Messrs. Freeman, Spogli, Wardlaw, Simmons and Rullman has his principal business address and his principal office at the same address indicated for Freeman Spogli & Co. Incorporated above. Mr. Roth has his principal business address and his principal office at 599 Lexington Avenue, 18th Floor, New York, New York 10022.

Ray Wirta

c/o CB Richard Ellis Services, Inc.
200 North Sepulveda Boulevard
El Segundo, California 90245-4380
Telephone: (310) 563-8600

Mr. Wirta, a United States citizen, is our Chief Executive Officer and a member of our board of directors. Mr. Wirta served as chief operating officer of CB Richard Ellis Services from May 1998 to May 1999. Mr. Wirta was chief executive officer and a director of Koll Real Estate Services from November 1994 to August 1997. The principal business address of Koll Real Estate Services was 4343 Von Karman Avenue, Newport Beach, California 92660.

Brett White

c/o CB Richard Ellis Services, Inc.
200 North Sepulveda Boulevard
El Segundo, California 90245-4380
Telephone: (310) 563-8600

Mr. White, a United States citizen, is the Chairman of the Americas of CB Richard Ellis Services, Inc. and a member of its board of directors. Mr. White was President-Brokerage Services of CB Richard Ellis Services from August 1997 to May 2000 and was Executive Vice President of CB Richard Ellis Services from March 1994 to July 1997.

Frederic Malek

c/o Thayer Capital Partners
1455 Pennsylvania Avenue, N.W., Suite 350
Washington, DC 20004
Telephone: (202) 371-0150

Mr. Malek, a United States citizen, is the chairman of Thayer Capital Partners, which is a private equity investment firm, and is a member of the board of directors of CB Richard Ellis Services.

The Koll Holding Company
Donald Koll

4343 Von Karman Avenue
Newport Beach, California 92660
Telephone:

The Koll Holding Company, a California corporation, was formed to hold shares of the common stock of Koll Real Estate Services, which was acquired by CB Richard Ellis Services in August 1997. The Koll Holding Company is wholly owned by The Koll Company, a California corporation that is a real estate services firm, which is wholly-owned by the Don Koll Separate Property Trust u/d/t April 8, 1999, a trust for which Donald M. Koll is sole trustee. Mr. Koll, a United States citizen, is a member of our board of directors. Mr. Koll's principal occupation is serving as Chairman and Chief Executive Officer of The Koll Company. The principal business address for each of Mr. Koll and each of the entities described in this paragraph is the same as the address for The Koll Holding Company provided above.

General Information

During the last five years, none of the persons or entities described in this section titled "INFORMATION ABOUT THE ACQUISITION COMPANIES, THE CONTINUING STOCKHOLDERS AND THE AFFILIATED DIRECTORS" has been (1) convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or (2) 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.

PRINCIPAL STOCKHOLDERS AND MANAGEMENT OWNERSHIP

The following table sets forth information regarding beneficial ownership of the shares of CB Richard Ellis Services common stock as of June 13, 2001 by each of our directors and executive officers, our directors and executive officers as a group, and all other stockholders known by us to beneficially own more than five percent of our common stock. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission which generally attributes beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In computing the number of shares beneficially owned by a person and the percent of ownership of that person, shares of common stock subject to options or warrants held by that person which are currently exercisable or will become exercisable within 60 days after June 13, 2001, are deemed outstanding, while the shares are not deemed outstanding for purposes of computing percent ownership of any other person. Except as otherwise indicated, each person listed in the table possesses sole voting power and dispositive power over the shares indicated as beneficially owned by such person.

Beneficial Owner	Number of Shares	Percent
Capital Group International, Inc.(1)	2,195,400	10.8	%
Capital Guardian Trust Company(2)	2,195,400	10.8	%
Dimensional Fund Advisors Inc.(3)	1,230,600	6.1	%
FS Equity Partners III, L.P., FS Equity Partners International, L.P.(4)(5)	3,767,347	18.2	%
RCBA Strategic Partners, L.P. and related persons(4)(6)	3,423,886	16.9	%
Stanton D. Anderson(7)	10,330	*
Gary J. Beban(7)	169,246	*
Richard C. Blum(4)(6)(7)	3,439,091	16.9	%
James J. Didion(7)(8)(9)	504,864	2.5	%
Bradford M. Freeman(4)(5)(7)	3,769,680	18.2	%
Donald M. Koll(4)(7)(10)	1,133,091	5.5	%
Paul C. Leach(7)	6,276	*
James H. Leonetti	–	–
David R. Lind(7)	10,386	*
Frederic V. Malek(4)(7)(11)	409,983	2.0	%
Walter V. Stafford(7)	68,398	*
Ray E. Uttenhove(7)(9)(12)	8,334	*
Brett White(4)(7)	88,175	*
Gary L. Wilson(7)	14,025	*
Raymond E. Wirta(4)(7)(13)	644,526	3.1	%
All directors and executive officers as a group (15 persons)(14)	9,698,867	45.3	%

*: Less than 1%.
(1): Based upon an Amendment No. 3 to Schedule 13G dated December 29, 2000. Capital Group International, Inc. is the parent holding company of a group of investment management companies that hold investment and/or voting power over the shares indicated, and Capital Group International may be deemed to beneficially own such shares, with sole voting power over 1,662,800 such shares and sole dispositive power over 2,195,400 of such shares. The business address of Capital Group International is 11100 Santa Monica Boulevard, Los Angeles, California 90025.
(2): Based upon an Amendment No. 3 to Schedule 13G dated December 29, 2000. Capital Guardian Trust Company is a bank within the meaning of Section 3(a)(6) of the Securities Exchange of 1934 and is deemed to be the beneficial owner of the shares indicated, with sole voting power

100

over 1,662,800 of such shares and sole dispositive power over 2,195,400 of such shares, as a result of serving as an investment manager for various institutional accounts. The business address of Capital Guardian is 11100 Santa Monica Boulevard, Los Angeles, California 90025.

(3): Based upon a Schedule 13G dated December 31, 2000. Dimensional Fund Advisors Inc. is an investment advisor registered under the Investment Advisers Act of 1940, serving as investment manager for certain investment companies, trusts and accounts which own the indicated shares, and Dimensional Fund Advisors has sole voting and sole dispositive power over all of such shares. Dimensional Fund Advisors disclaims beneficial ownership of all of such shares. The business address of Dimensional Fund Advisors is 1299 Ocean Avenue, 11th Floor, Santa Monica, California 90401.
(4): As a result of the contribution and voting agreement to which this person or its affiliate is a party, this person, together with CBRE Holding, Inc., BLUM CB Corp. and the other parties to the contribution and voting agreement and their affiliates, may be deemed to constitute a group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934. Accordingly, each of the members of this group may be deemed to beneficially own 8,906,995 shares of our common stock, which represents approximately 42.0% of the shares our common stock outstanding. See "OTHER AGREEMENTS—Contribution and Voting Agreement" and Appendix B to this proxy statement.
(5): Includes 364,884 shares issuable on the exercise of currently exercisable warrants. In addition, 3,278,448 shares and 124,015 shares of common stock are held of record by FS Equity Partners III, L.P. ("FSEP III") and FS Equity Partners International, L.P. ("FSEP International"), respectively. As general partner of FS Capital Partners, L.P., which is general partner of FSEP III, FS Holdings, Inc. has the power to vote and dispose of the shares owned by FSEP III. As general partner of FS&Co. International, L.P., which is the general partner of FSEP International, FS International Holdings Limited has the power to vote and dispose of the shares owned by FSEP International. Bradford M. Freeman, Ronald P. Spogli, J. Frederick Simmons, William M. Wardlaw, John M. Roth and Charles R. Rullman, Jr. are the directors, officers and shareholders of FS Holdings and FS International Holdings, and may be deemed to be the beneficial owners of the shares of the common stock and rights to acquire the common stock owned by, FSEP III and FSEP International. The business address of FSEP III, FS Capital Partners, L.P. and FS Holdings and their directors, officers and beneficial owners is 11100 Santa Monica Boulevard, Suite 1900, Los Angeles, California 90025. The business address of FSEP International, FS&Co. International and FS International Holdings is c/o Paget-Brown & Company, Ltd., West Winds Building, Third Floor, Grand Cayman, Cayman Islands, British West Indies. As a result of the contribution and voting agreement, FS Equity Partners III, L.P. and FS Equity Partners International, L.P. have shared voting power and shared dispositive power over 3,767,347 of the indicated shares.
(6): Includes 2,345,900 shares owned directly by RCBA Strategic Partners, L.P., whose general partner is RCBA GP, L.L.C. Includes 979,825 shares owned directly by BK Capital Partners II, L.P., BK Capital Partners IV, L.P., Stinson Capital Partners, L.P., Stinson Capital Partners II, L.P. and Stinson Capital Partners III, L.P., each of which are limited partnerships as to which BLUM Capital Partners, L.P. is the general partner and 5,461 shares owned directly by BLUM Capital Partners, L.P. Also includes 92,700 shares owned directly by Benefits Connection Group Pension Plan, Common Fund for Non-Profit Organizations, United Brotherhood of Carpenters Pension Plan and Stinson Capital Fund (Cayman) Ltd. as to which BLUM Capital Partners, L.P. is the investment manager with voting and investment discretion. Richard C. Blum & Associates, Inc. is the general partner of BLUM Capital Partners, L.P. Richard C. Blum is (a) a significant shareholder of Richard C. Blum & Associates, (b) the managing member of RCBA GP, L.L.C. and (c) a director of CB Richard Ellis Services. Except as to any pecuniary interest, Mr. Blum

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disclaims beneficial interest of all of the shares other than those owned by RCBA Strategic Partners. The business address of RCBA Strategic Partners, L.P., RCBA GP, L.L.C., BLUM Capital Partners, L.P. , Richard C. Blum & Associates, Inc., and Richard Blum is 909 Montgomery Street, Suite 400, San Francisco, California 94133. As a result of the contribution and voting agreement, RCBA Strategic Partners, L.P. has shared voting power and shared dispositive power over 3,423,886 of the indicated shares.

(7): Represents number of shares which the named individual beneficially owns as well as those which the individual has options to acquire that are exercisable on or before June 30, 2001. The respective numbers shown in the table include the following number of option shares for the following individuals: Anderson—10,330; Beban—19,200; Blum—15,205; Didion—200,000; Freeman—2,333; Koll—313,813; Leach—6,276; Lind—4,525; Malek—12,110; Stafford—4,000; Uttenhove—4,773; White—29,600; Wilson—14,025 and Wirta—32,000.
(8): Includes 7,000 shares held in trust for the benefit of three members of Mr. Didion's immediate family.
(9): Excludes shares to which the named individual will be entitled pursuant to the CB Richard Ellis Services Deferred Compensation Plan.
(10): Includes: (1) 6,242 shares underlying warrants owned directly by Mr. Koll; (2) 734,290 shares owned by The Koll Holding Company; and (3) 78,746 shares underlying warrants owned by The Koll Holding Company. Mr. Koll is the sole trustee of the Donald M. Koll Separate Property Trust, which wholly owns The Koll Company, which wholly owns The Koll Holding Company. Ray Wirta, who is a continuing stockholder and the Chief Executive Officer and a director of CB Richard Ellis Services, holds an option granted by The Koll Holding Company to acquire up to 521,590 of the shares of our common stock and warrants to acquire 55,936 shares of our common stock owned by The Koll Holding Company which shares and shares subject to the warrants are included in the number indicated for The Koll Holding Company. As a result of the contribution and voting agreement, Mr. Koll has shared voting power and shared dispositive power over 1,133,091 of the indicated shares.
(11): Includes 12,110 shares underlying options and 98,000 shares owned by a trust for which Mr. Malek is the trustee. As a result of the contribution and voting agreement, Mr. Malek has shared voting power and shared dispositive power over 409,983 of the indicated shares.
(12): Includes 103 shares for which Ms. Uttenhove shares investment and voting power with her husband.
(13): Includes: (1) 32,000 shares underlying options to purchase shares from CB Richard Ellis Services; (2) 521,590 shares owned by The Koll Holding Company that Mr. Wirta has the right to acquire under an option granted by The Koll Holding Company to Mr. Wirta and (3) 55,936 shares underlying warrants to acquire our common stock owned by The Koll Holding Company which Mr. Wirta has the right to acquire under an option granted by The Koll Holding Company to Mr. Wirta. Mr. Wirta has shared voting power and shared dispositive power over 35,000 of the indicated shares and sole voting power and sole dispositive power over 609,526 of the indicated shares. As a result of the contribution and voting agreement, Mr. Wirta has shared voting power and shared dispositive power over 644,526 of the indicated shares.
(14): Includes 1,118,062 shares underlying options or warrants, including Mr. Wirta's options to acquire an aggregate of 577,526, shares held by The Koll Holding Company (counting such shares only once in such total).

Following the merger, CBRE Holding will own 100% of the capital stock of CB Richard Ellis Services and the continuing stockholders will own between approximately 80% and 97% of the common stock of CBRE Holding.

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OTHER MATTERS

The board of directors does not presently know of, or intend to present, any matters for consideration at the special meeting other than matters described in the notice of special meeting mailed together with this proxy statement. If other matters are presented that were not known to us a reasonable time prior to making this solicitation, the persons named in the accompanying proxy to vote on such matters will have discretionary authority to vote in accordance with their best judgment.

FUTURE STOCKHOLDER PROPOSALS

If the merger is completed, we do not intend to hold an annual meeting of stockholders in 2001, nor will there be any public participation in any future meetings of stockholders of CB Richard Ellis Services. However, if the merger is not completed, stockholders will continue to be entitled to attend and participate in stockholders' meetings. If the merger is not completed, you will be informed, by press release or other means determined reasonable by us, of the date by which stockholder proposals must be received by us for inclusion in the proxy materials relating to the annual meeting, which proposals must comply with the rules and regulations of the Securities and Exchange Commission then in effect.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. In addition, because the merger is a "going private" transaction, we and the continuing stockholders have filed a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the merger. The Schedule 13E-3 and such reports, proxy statements and other information contain additional information about us. You may read and copy any reports, statements or other information filed by us at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at (800) 732-0330 for further information on the operation of the Public Reference Room. CB Richard Ellis Services' filings with the SEC are also available to the public from commercial document retrieval services and at the website maintained by the SEC located at: "http://www.sec.gov."

The SEC allows us to "incorporate by reference" information into this proxy statement. This means that we can disclose important information by referring to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this proxy statement, and later information filed with the SEC will update and supersede the information in this proxy statement.

We incorporate by reference into this proxy statement each document we file under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this proxy statement and before the special meeting. We also incorporate by reference into this proxy statement the following documents filed by us with the SEC under the Exchange Act:

•: our Annual Report on Form 10-K for the year ended December 31, 2000 filed April 2, 2001;
•: our Quarterly Report on Form 10-Q for the quarter ended March 31, 2001 filed May 15, 2001; and
•: our Current Reports on Form 8-K filed January 24, 2001, February 21, 2001, February 27, 2001, March 21, 2001, May 3, 2001, May 23, 2001 and June 7, 2001.

We undertake to provide without charge to each person to whom a copy of this proxy statement has been delivered, upon request, a copy of any or all of the documents incorporated by reference herein, other than the exhibits to such documents, unless such exhibits are specifically incorporated by reference into the information that this proxy statement incorporates. Requests for copies should be

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directed to CB Richard Ellis Services, Inc., 505 Montgomery Street, Sixth Floor, San Francisco, California 94111, Attention: Walter Stafford, Secretary.

If you would like to request documents from us, please make sure your request is received before July 10, 2001 in order to receive the documents before the special meeting.

This proxy statement does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction, to or from any person to whom it is not lawful to make an offer or solicitation in such jurisdiction. The delivery of this proxy statement will not create an implication that there has been no change in the affairs of CB Richard Ellis Services since the date of this proxy statement or that the information herein is correct as of any later date.

You should rely only on the information contained or incorporated by reference in this proxy statement. We have not authorized anyone to provide you with information that is different from what is contained in this proxy statement. This proxy statement is dated June 13, 2001. You should not assume that the information contained in this proxy statement is accurate as of any date other than such date, and the mailing of this proxy statement will not create any implication that the information contained in this proxy statement is accurate as of any other date.

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Appendix A

AMENDED AND RESTATED
AGREEMENT AND
PLAN OF MERGER

by and among

CB RICHARD ELLIS SERVICES, INC.,
CBRE HOLDING, INC.

and

BLUM CB CORP.

May 31, 2001

TABLE OF CONTENTS

			Page
ARTICLE 1		DEFINITIONS	A-1
	1.1.	Definitions	A-1
ARTICLE 2		THE MERGER	A-6
	2.1.	The Merger	A-6
	2.2.	Organizational Documents	A-6
	2.3.	Directors and Officers	A-7
ARTICLE 3		CONVERSION OF SECURITIES AND RELATED MATTERS	A-7
	3.1.	Capital Stock of Acquiror	A-7
	3.2.	Cancellation of Treasury Stock and Acquiror Owned Shares	A-7
	3.3.	Conversion of Company Shares	A-7
	3.4.	Exchange of Certificates	A-7
	3.5.	Company Stock Options	A-8
	3.6.	Deferred Compensation Plan	A-9
	3.7.	Capital Accumulation Plan	A-9
	3.8.	Dissenting Shares	A-10
ARTICLE 4		REPRESENTATIONS AND WARRANTIES OF THE COMPANY	A-10
	4.1.	Corporate Existence and Power	A-10
	4.2.	Corporate Authorization	A-10
	4.3.	Governmental Authorization	A-11
	4.4.	Non-Contravention	A-11
	4.5.	Capitalization	A-11
	4.6.	Subsidiaries	A-12
	4.7.	Company SEC Documents	A-13
	4.8.	Financial Statements; No Material Undisclosed Liabilities	A-13
	4.9.	Absence of Certain Changes	A-13
	4.10.	Litigation	A-14
	4.11.	Taxes	A-14
	4.12.	Employee Benefits	A-14
	4.13.	Compliance with Laws; Licenses, Permits and Registrations	A-16
	4.14.	Title to Properties	A-17
	4.15.	Intellectual Property	A-17
	4.16.	Finders' Fees; Opinions of Financial Advisor	A-17
	4.17.	Labor Matters	A-18
	4.18.	Material Contract Defaults	A-18
	4.19.	Required Vote; Board Approval	A-18
	4.20.	Information to Be Supplied	A-18

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	4.21.	Disclaimer of Other Representations and Warranties	A-19
ARTICLE 5		REPRESENTATIONS AND WARRANTIES OF HOLDING AND ACQUIROR	A-19
	5.1.	Corporate Existence and Power	A-19
	5.2.	Corporate Authorization	A-19
	5.3.	Governmental Authorization	A-20
	5.4.	Non-Contravention	A-20
	5.5.	Financing	A-20
	5.6.	Information to Be Supplied	A-21
	5.7.	No Breach	A-22
	5.8.	Disclaimer of Other Representations and Warranties	A-22
ARTICLE 6		COVENANTS OF THE COMPANY	A-22
	6.1.	Company Interim Operations	A-22
	6.2.	Stockholder Meeting	A-24
	6.3.	Acquisition Proposals; Board Recommendation	A-24
ARTICLE 7		COVENANTS OF HOLDING AND ACQUIROR	A-26
	7.1.	Director and Officer Liability	A-26
	7.2.	Employee Benefits	A-27
	7.3.	Severance Plan	A-28
	7.4.	Conduct of Holding and Acquiror	A-28
	7.5.	Transfer Taxes	A-28
	7.6.	Investment Banking Fee	A-28
	7.7.	Financing Arrangements	A-28
	7.8.	Contribution and Voting Agreement	A-29
	7.9.	Board Member	A-29
ARTICLE 8		COVENANTS OF HOLDING, ACQUIROR AND THE COMPANY	A-29
	8.1.	Efforts and Assistance	A-29
	8.2.	Proxy Statement and Schedule 13E-3	A-30
	8.3.	Public Announcements	A-31
	8.4.	Access to Information; Notification of Certain Matters	A-31
	8.5.	Further Assurances	A-32
	8.6.	Registration Statement	A-32
	8.7.	Disposition of Litigation	A-33
	8.8.	Confidentiality Agreements	A-33
	8.9.	Resignation of Directors	A-33
	8.10.	Senior Subordinated Notes	A-33
ARTICLE 9		CONDITIONS TO MERGER	A-34
	9.1.	Conditions to the Obligations of Each Party	A-34

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	9.2.	Conditions to the Obligations of the Company	A-35
	9.3.	Conditions to the Obligations of Acquiror	A-35
ARTICLE 10		TERMINATION	A-36
	10.1.	Termination	A-36
	10.2.	Effect of Termination	A-37
	10.3.	Fees and Expenses	A-37
ARTICLE 11		MISCELLANEOUS	A-38
	11.1.	Notices	A-38
	11.2.	Amendment and Restatement; Effectiveness of Representations and Warranties and Agreements	A-38
	11.3.	Survival of Representations, Warranties and Covenants after the Effective Time	A-39
	11.4.	Amendments; No Waivers	A-39
	11.5.	Successors and Assigns	A-39
	11.6.	Counterparts; Effectiveness; Third Party Beneficiaries	A-39
	11.7.	Governing Law	A-39
	11.8.	Jurisdiction	A-40
	11.9.	Enforcement	A-40
	11.10.	Entire Agreement	A-40
	11.11.	Authorship	A-40
	11.12.	Severability	A-40
	11.13.	Waiver of Jury Trial	A-40
	11.14.	Headings; Construction	A-40

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER

This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into this 31^st day of May 2001, by and among CB Richard Ellis Services, Inc., a Delaware corporation (the "Company"), CBRE Holding, Inc. a Delaware corporation formerly known as BLUM CB Holding Corp. ("Holding"), and BLUM CB Corp., a Delaware corporation wholly owned by Holding ("Acquiror").

WHEREAS, a Special Committee of the Board of Directors of the Company has (i) determined that the Merger (as defined herein) is advisable and in the best interest of the Company's stockholders (other than the members of the Buying Group (as defined herein)), and (ii) approved the Merger and recommended approval of the Merger by the Board of Directors of the Company;

WHEREAS, the Board of Directors of the Company, subsequent to the recommendation of the Special Committee, has (i) determined that the Merger is advisable and in the best interest of the Company's stockholders (other than the members of the Buying Group), and (ii) approved the Merger;

WHEREAS, the Board of Directors of each of Holding and Acquiror has determined that the Merger is advisable and in the best interest of its stockholders;

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other things, those stockholders have agreed to vote their Company Shares in favor of adopting and approving this Agreement and the Merger;

WHEREAS, by resolutions duly adopted, the respective Boards of Directors of the Company, Holding and Acquiror have approved and adopted this Agreement and the transactions and other agreements contemplated hereby; and

WHEREAS, the parties to this Agreement previously entered into an Agreement and Plan of Merger, dated as of February 23, 2001 (the "Original Agreement"), and an Amended and Restated Plan and Agreement of Merger, dated as of April 24, 2001 (the "First Amended and Restated Agreement"), and this Agreement constitutes an amendment and restatement of the First Amended and Restated Agreement.

NOW, THEREFORE, in consideration of the premises and promises contained herein, and intending to be legally bound, the parties hereto agree as set forth below.

ARTICLE 1

DEFINITIONS

1.1. Definitions. (a) As used herein, the following terms have the meanings set forth below:

"Acquiror Common Share" means one share of Common Stock of Acquiror, $0.01 par value per share.

"Acquiror Preferred Share" means one share of Participating Preferred Stock of Acquiror, $0.01 par value per share.

"Acquisition Proposal" means any offer or proposal (whether or not in writing) from any Third Party regarding any of the following: (a) a transaction pursuant to which a Third Party acquires or would acquire beneficial ownership of more than fifteen percent (15%) of the outstanding shares of any class of Equity Interests of the Company, whether from the Company or pursuant to a tender offer or exchange offer or otherwise, (b) a merger, consolidation, business combination, reorganization, sale of substantially all assets, recapitalization, liquidation, dissolution or similar transaction involving the Company, or (c) any transaction which would result in a Third Party acquiring 15% or more of the fair market value on a consolidated basis of the assets (including, without limitation, the capital stock of Subsidiaries) of the Company and its Subsidiaries immediately prior to such transaction (whether by purchase of assets, acquisition of stock of a Subsidiary or otherwise).

"Affiliate" means, with respect to any Person, any other Person, directly or indirectly, controlling, controlled by, or under common control with, such Person. For purposes of this definition, the term "control" (including the correlative terms "controlling", "controlled by" and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

"Business Day" means any day, other than a Saturday, Sunday or one on which banks are authorized by Law to close in New York, New York.

"Capital Accumulation Plan" means the Capital Accumulation Plan of the Company as amended through the date of this Agreement.

"Code" means the U.S. Internal Revenue Code of 1986, as amended, together with the rules and regulations promulgated thereunder.

"Company Balance Sheet" means the Company's consolidated balance sheet included in the Company 10-K relating to its year ended on December 31, 1999.

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"Company Material Adverse Effect" means any material adverse effect on (a) the business, assets, liabilities, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, or (b) the ability of the Company to perform its obligations under this Agreement or the other agreements and transactions contemplated hereby; provided, however, that this definition shall exclude any material adverse effect arising out of any change or development resulting from (v) U.S. or global general economic or political conditions, (w) conditions generally affecting the industry in which the Company and its Subsidiaries operate, (x) changes in U.S. or global financial markets or conditions, (y) any generally applicable change in Law or GAAP or interpretation of any thereof and/or (z) the announcement of this Agreement or the transactions contemplated hereby or the Company's performance of its obligations under this Agreement and compliance with the covenants set forth herein.

"Company Share" means one share of common stock of the Company, $0.01 par value per share.

"Company SEC Documents" means (a) the annual report on Form 10-K of the Company (the "Company 10-K"), for the years ended December 31, 1998 and 1999, (b) the quarterly reports on Form 10-Q of the Company for the quarters ended March 31, June 30 and September 30, 1999 and 2000, (c) the Company's proxy statements relating to meetings of, or actions taken without a meeting by, the Company Stockholders, since January 1, 1999, and (d) all other reports, filings, registration statements and other documents filed by the Company with the SEC since January 1, 1999; in each case including all exhibits, appendices and attachments thereto, whether filed therewith or incorporated by reference therein.

"Company Stockholders" or "Stockholders" means the stockholders of the Company as of the date hereof, as of the record date for the Company Stockholder Meeting and as of the Closing Date, as applicable.

"Deferred Compensation Plan" means the Deferred Compensation Plan of the Company, as amended and restated as of November 1, 1999, and as further amended through the date of this Agreement.

"Equity Interest" means with respect to any Person, any and all shares, interests, participations, rights in, or other equivalents (however designated and whether voting or non-voting) of, such Person's capital stock or other equity interests (including, without limitation, partnership or membership interests in a partnership or limited liability company or any other interest or participation that confers on a Person the right to receive a share of the profits and losses, or distributions of assets, of the issuing Person) whether outstanding on the date hereof or issued after the date hereof.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

"Governmental Entity" means any federal, state or local governmental authority, any transgovernmental authority or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign.

"Holding Material Adverse Effect" means any change or effect that would prevent or materially impair the ability of Holding or Acquiror to consummate the Merger and the other transactions contemplated by this Agreement.

"Joint Venture" means, with respect to any Person, any corporation or other entity (including a division or line of business of such corporation or other entity) (a) of which such Person and/or any of its Subsidiaries beneficially owns a portion of the Equity Interests that is insufficient to make such corporation or other entity a Subsidiary of such Person, and (b) that is engaged in the same business as such Person or its Subsidiaries or in a related or complementary business. "Company Joint Venture" means a Joint Venture of the Company.

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"Knowledge" means, with respect to the matter in question, if any of the executive officers of the Company listed in Section 1.1 of the Company Disclosure Schedule has actual knowledge of the matter.

"Law" means any federal, state, local or foreign law, rule, regulation, judgment, code, ruling, statute, order, decree, injunction or ordinance or other legal requirement.

"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of an asset; provided, however, that the term "Lien" shall not include (a) liens for utilities and current Taxes not yet due and payable, (b) mechanics', carriers', workers', repairers', materialmen's, warehousemen's and other similar liens arising or incurred in the ordinary course of business or (c) liens for Taxes being contested in good faith.

"Material Joint Venture" means a Company Joint Venture in which the Company and the Company Subsidiaries, collectively, have invested, or committed to invest, at least $3.0 million.

"Material Subsidiary" means a Company Subsidiary with more than $25.0 million in consolidated revenue during the Company's fiscal year ended December 31, 2000.

"Non-U.S. Competition Laws" means all (a) non-U.S. Laws intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, (b) antitrust Laws by antitrust authorities outside of the United States and (c) takeover Laws of jurisdictions outside of the United States.

"Person" means an individual, corporation, limited liability company, partnership, association, trust or any other entity or organization, including any Governmental Entity.

"Prospectus" means the prospectus included in the Registration Statement, together with any amendments or supplements thereto.

"Proxy Statement" means the proxy statement relating to the Company Stockholder Meeting, together with any amendments or supplements thereto.

"RCBA" means RCBA Strategic Partners, L.P., a Delaware limited partnership and the sole stockholder of Holding as of the date hereof.

"Registration Statement" means the Registration Statement on Form S-1 or comparable form, together with any supplements thereto, registering shares of common stock of Holding for issuance to employees of the Company under the Securities Act.

"Schedule 13E-3" means the Statement on Schedule 13E-3 to be filed by the Company and Holding concurrently with the filing of the Proxy Statement pursuant to the Exchange Act, together with any amendments or supplements thereto.

"SEC" means the Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

"Special Committee" means the Special Committee of the Board of Directors appointed by resolution of the Company's Board of Directors adopted on November 10, 2000.

"Subsidiary" means, with respect to any Person, any corporation or other entity (including joint ventures) of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions are directly or indirectly owned, by such Person. "Company Subsidiary" means a Subsidiary of the Company.

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the Company's Board of Directors or the Special Committee determines in good faith, after considering the advice of outside legal counsel and financial advisors (a) represents a financially superior transaction for the Company's Stockholders (other than Holding, Acquiror and the members of the Buying Group and each of their respective Affiliates) to the transactions contemplated hereby; (b) would result in a transaction, if consummated, that would be more favorable to the Company's Stockholders (other than Holding, Acquiror and the members of the Buying Group and each of their respective Affiliates) (taking into account all facts and circumstances, including all legal, financial, regulatory and other aspects of the proposal and the identity of the offeror) than the transactions contemplated hereby; and (c) is reasonably capable of being consummated (including, without limitation, the availability of committed financing).

"Taxes" means all United States federal, state, local or foreign income, profits, estimated gross receipts, windfall profits, environmental (including taxes under Section 59A of the Code), severance, property, intangible property, occupation, production, sales, use, license, excise, emergency excise, franchise, capital gains, capital stock, employment, withholding, social security (or similar), disability, transfer, registration, stamp, payroll, goods and services, value added, alternative or add-on minimum tax, estimated, or any other tax, custom, duty or governmental fee, or other like assessment or charge of any kind whatsoever, together with any interest, penalties, fines, related liabilities or additions to tax that may become payable in respect therefore imposed by any Governmental Entity, whether disputed or not.

"Third Party" means a Person (or group of Persons) other than Holding, Acquiror or any of their Affiliates (excluding the Company and its controlled Affiliates).

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AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER

WHEREAS, the Board of Directors of each of Holding and Acquiror has determined that the Merger is advisable and in the best interest of its stockholders;

WHEREAS, Holding, Acquiror and certain stockholders of the Company (the "Buying Group") have entered into an amended and restated contribution and voting agreement, a copy of which is attached hereto as Exhibit A (the "Contribution and Voting Agreement"), pursuant to which, among other things, those stockholders have agreed to vote their Company Shares in favor of adopting and approving this Agreement and the Merger;

NOW, THEREFORE, in consideration of the premises and promises contained herein, and intending to be legally bound, the parties hereto agree as set forth below.

ARTICLE 1

DEFINITIONS

1.1. Definitions. (a) As used herein, the following terms have the meanings set forth below:

"Acquiror Common Share" means one share of Common Stock of Acquiror, $0.01 par value per share.

"Acquiror Preferred Share" means one share of Participating Preferred Stock of Acquiror, $0.01 par value per share.

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Subsidiaries) of the Company and its Subsidiaries immediately prior to such transaction (whether by purchase of assets, acquisition of stock of a Subsidiary or otherwise).

"Business Day" means any day, other than a Saturday, Sunday or one on which banks are authorized by Law to close in New York, New York.

"Capital Accumulation Plan" means the Capital Accumulation Plan of the Company as amended through the date of this Agreement.

"Code" means the U.S. Internal Revenue Code of 1986, as amended, together with the rules and regulations promulgated thereunder.

"Company Balance Sheet" means the Company's consolidated balance sheet included in the Company 10-K relating to its year ended on December 31, 1999.

"Company Share" means one share of common stock of the Company, $0.01 par value per share.

"Deferred Compensation Plan" means the Deferred Compensation Plan of the Company, as amended and restated as of November 1, 1999, and as further amended through the date of this Agreement.

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on a Person the right to receive a share of the profits and losses, or distributions of assets, of the issuing Person) whether outstanding on the date hereof or issued after the date hereof.