SC TO-I

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

SCHEDULE TO
(Rule 13e-4)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

CB Richard Ellis Services, Inc.
(Name of Subject Company (Issuer) and Filing Person (Offeror))

Each Class of Options to Purchase Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)

None
(CUSIP Number of Class of Securities)

Walter Stafford, Esq.
Senior Executive Vice President,
Secretary and General Counsel
CB Richard Ellis Services, Inc.
505 Montgomery Street, 6^th Floor
San Francisco, California 94111
(415) 733-5502
(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Person)

Copy to:
Thomas J. Murphy, Esq. McDermott, Will & Emery 227 West Monroe Street Chicago, Illinois 60606 (312) 372-2000	Richard Capelouto, Esq. Simpson Thacher & Bartlett 3330 Hillview Avenue Palo Alto, CA 94304 (650) 251-5000

Transaction valuation*	Amount of Filing Fee
$4,674,457	$935

*

Calculated solely for the purpose of determining the filing fee, based upon the purchase of 2,583,164 options at the purchase price applicable to each option. The purchase price for each option is the greater of (i) the amount by which $16.00 exceeds the exercise price of the option, if any, and (ii) $1.00. This offer relates to options at the following exercise prices: (a) 5,264 options at $0.30; (b) 3,791 options at $0.31; (c) 3,053 options at $0.39; (d) 2,596 options at $0.41; (e) 2,490 options at $0.42; (f) 2,384 options at $0.44; (g) 25,321 options at $1.00; (h) 105,750 options at $10.00; (i) 15,000 options at $10.375; (j) 9,000 options at $11.8125; (k) 193,000 options at $12.875; (l) 87,107 options at $12.89; (m) 306,000 options at $14.25 and (n) 1,822,408 options at exercise prices over $16.00

/ /	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	Amount Previously Paid:	Filing Party:
	Form or Registration No.:	Date Filed:
/ /	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
	/x/ issuer tender offer subject to Rule 13e-4.
	/ / going-private transaction subject to Rule 13e-3.
	/ / amendment to Schedule 13D under Rule 13d-2.
	Check the following box if the filing is a final amendment reporting the results of the tender offer: / /

Tender Offer

    CB Richard Ellis Services, Inc., a Delaware corporation (the "Company"), is filing this Tender Offer Statement on Schedule TO under Section 13(e) of the Securities Exchange Act of 1934, as amended, (the "Statement"), in connection with the offer to purchase all outstanding options to purchase the Company's common stock, par value $0.01, in each class of the Company's options, on the terms and subject to the conditions described in the Offer to Purchase, dated June 19, 2001 (the "Offer to Purchase"), and the related attachments thereto. The Offer to Purchase is attached to this Statement as Exhibit (a)(i) and the related Letter of Transmittal is attached to this Statement as Exhibit (a)(ii), which, as they may be amended or supplemented from time to time, together and with all schedules and annexes thereto constitute the "Offer."

    This Offer is being made in connection with the proposed merger of BLUM CB Corp., a Delaware corporation and wholly-owned subsidiary of CBRE Holding, Inc., with and into the Company, pursuant to the Amended and Restated Merger Agreement, dated as of May 31, 2001, by and among the Company, BLUM CB Corp. and CBRE Holding, Inc. (as amended, the "Merger Agreement"), attached hereto as Exhibit (d)(iii). The merger and the Merger Agreement are described in the Company's Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on June 15, 2001 (the "Proxy Statement"), attached hereto as Exhibit(d)(i).

    The information in the Offer is expressly incorporated in this Statement by reference in response to all the items of this Statement, except as otherwise provided below.

Item 1. Summary Term Sheet.

    The Summary Term Sheet provided in the Offer to Purchase is incorporated herein by reference.

Item 2. Subject Company Information.

    (a) The issuer is CB Richard Ellis Services, Inc., whose principal executive office is located at 200 North Sepulveda Boulevard, El Segundo, California 90245. The Company's telephone number is (310) 563-8600.

    (b) The information provided in the section of the Offer to Purchase entitled "The Offer—Source and Amount of Funds" is incorporated herein by reference.

    (c) The information provided in the section of the Offer to Purchase entitled "The Offer—Market and Trading Information" is incorporated herein by reference.

Item 3. Identity and Background of Filing Person.

    (a) The information set forth under Item 2(a) above is incorporated herein by reference.

Item 4. Terms of the Transaction.

    (a) The information provided in the sections of the Offer to Purchase entitled "Summary Term Sheet," "Questions and Answers About the Offer" and "The Offer" is incorporated herein by reference.

    (b) The information provided in the section of the Offer to Purchase entitled "The Offer—Interests of Directors and Officers; Transactions and Arrangements about the Options" is incorporated herein by reference.

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Item 5. Past Contacts, Transactions, Negotiations and Agreements.

    (e) The information provided in the sections of the Offer to Purchase entitled "The Offer—Interests of Directors and Officers; Transactions and Arrangements about the Options" and "The Merger and Related Transactions" is incorporated herein by reference. The information contained in the sections of the Proxy Statement entitled "Special Factors—Background of the Merger," "—Effects of the Merger," "—Interests of CB Richard Ellis Services Directors and Executive Officers in the Merger," "The Special Meeting—Votes Required," "The Merger Agreement" and "Other Agreements" is incorporated herein by reference. The Merger Agreement and the Amended and Restated Contribution and Voting Agreement, which is attached hereto as Exhibit(d)(iv), are incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

    (a) The information provided in the section of the Offer to Purchase entitled "The Offer—Purpose of the Offer" is incorporated herein by reference.

    (b) The information provided in the section of the Offer to Purchase entitled "The Offer—Status of Options Acquired by Us in the Offer; Accounting Consequences of the Offer" is incorporated herein by reference.

    (c) The information provided in the sections of the Offer to Purchase entitled "Significant Consequences to Non-Tendering Optionholders," "The Offer—Purpose of the Offer" and "The Merger and Related Transactions" is incorporated herein by reference. The information contained in the sections of the Proxy Statement entitled "Summary Term Sheet," "Special Factors—Effects of the Merger," "—Interests of CB Richard Ellis Services Directors and Executive Officers in the Merger," "—Financing for the Merger," "Anticipated Offerings by CBRE Holding," "The Merger Agreement" and "Dividends" is incorporated herein by reference. The Merger Agreement is incorporated herein by reference.

Item 7. Source and Amount of Funds or Other Consideration.

    (a) The information provided in the section of the Offer to Purchase entitled "The Offer—Source and Amount of Funds" is incorporated herein by reference.

    (b) The information provided in the sections of the Offer to Purchase entitled "The Offer—Conditions," "—Source and Amount of Funds" and "The Merger and Related Transactions" is incorporated herein by reference. The information contained in the sections of the Proxy Statement entitled "Special Factors—Financing for the Merger," "The Merger Agreement—Financing Arrangements" and "Other Agreements—Contribution and Voting Agreement" is incorporated herein by reference. The Amended and Restated Contribution and Voting Agreement is incorporated herein by reference.

    (d) The information provided in the sections of the Offer to Purchase entitled "The Offer—Source and Amount of Funds" and "The Merger and Related Transactions" is incorporated herein by reference. The information contained in the sections of the Proxy Statement entitled "Special Factors—Financing for the Merger" and "Other Agreements—Contribution and Voting Agreement" is incorporated herein by reference. The Amended and Restated Contribution and Voting Agreement is incorporated herein by reference.

Item 8. Interest in Securities of the Subject Company.

    (a) Not applicable.

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    (b) The information provided in the section entitled "The Offer—Interests of Directors and Officers; Transactions and Arrangements about the Options" is incorporated herein by reference. The information contained in the section of the Proxy Statement entitled "Common Stock Purchase Information" is incorporated herein by reference.

Item 9. Persons/Assets, Retained, Employed, Compensated or Used.

    (a) The information contained in the sections of the Proxy Statement entitled "Summary Term Sheet," "Questions and Answers about the Merger," "Special Factors—Background of the Merger," "—Fees and Expenses" and "The Special Meeting—Solicitation" is incorporated herein by reference.

Item 10. Financial Statements.

    (a) Not applicable.

    (b) Not applicable.

Item 11. Additional Information.

    (a) The information set forth under Item 5(e) above is incorporated herein by reference. The information contained in the sections of the Proxy Statement entitled "Special Factors—Litigation" and "—Regulation Matters" is incorporated herein by reference.

    (b) Not applicable.

Item 12. Exhibits.

(a)(i)	Offer to Purchase, dated June 19, 2001.
(a)(ii)	Letter of Transmittal.
(a)(iii)	Notice of Withdrawal.
(a)(iv)	Letter to Employees from Raymond E. Wirta, dated June 19, 2001.
(a)(v)	Notice to Non-Employee Optionholders Regarding Substitute Form W-9 and Substitute Form W-9 with Guidelines.
(b)(i)	Commitment Letter, dated February 23, 2001, of Credit Suisse First Boston to BLUM CB Corp. (the "CSFB Commitment Letter"), including exhibits (incorporated herein by reference to Exhibit 5 to Amendment No. 4 to Schedule 13D filed by RCBA Strategic Partners, L.P. and certain of its affiliates on February 28, 2001).
(b)(ii)	Amendment, dated May 31, 2001, to the CSFB Commitment Letter (incorporated herein by reference to Exhibit 13 to Amendment No. 7 to Schedule 13D filed by RCBA Strategic Partners, L.P. and certain of its affiliates on June 5, 2001).
(b)(iii)	Commitment Letter, dated February 23, 2001, of DLJ Investment Funding, Inc. to BLUM CB Holding Corp. (the "DLJ Commitment Letter"), including schedule and exhibit (incorporated herein by reference to Exhibit 6 to Amendment No. 4 to Schedule 13D filed by RCBA Strategic Partners, L.P. and certain of its affiliates on February 28, 2001).
(b)(iv)	Amendment, dated May 31, 2001, to the DLJ Commitment Letter (incorporated herein by reference to Exhibit 14 to Amendment No. 7 to Schedule 13D filed by RCBA Strategic Partners L.P. and certain of its affiliates on June 5, 2001).

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(b)(v)	Purchase Agreement, dated May 31, 2001, among BLUM CB Corp., CBRE Holding, Inc. and Credit Suisse First Boston on its own behalf and as the representative for certain other initial purchasers relating to the issuance by BLUM CB Corp. of 111/4% Senior Subordinated Notes due 2011 (incorporated herein by reference to Exhibit 12 to Amendment 7 to Schedule 13D filed by RCBA Strategic Partners L.P. and certain of its affiliates on June 5, 2001).
(d)(i)	Preliminary Proxy Statement on Schedule 14A, as amended, filed with the Securities and Exchange Commission on June 8, 2001 (incorporated herein by reference).
(d)(ii)	Form of proxy card, filed with the Securities and Exchange Commission with the Proxy Statement (incorporated herein by reference to the Proxy Statement).
(d)(iii)	Amended and Restated Agreement and Plan of Merger, dated as of May 31, 2001, by and among CB Richard Ellis Services, Inc., CBRE Holding, Inc. and BLUM CB Corp. (incorporated herein by reference to Appendix A of the Proxy Statement).
(d)(iv)	Amended and Restated Contribution and Voting Agreement, dated as of May 31, 2001, among CBRE Holding, Inc., BLUM CB Corp., RCBA Strategic Partners, L.P., FS Equity Partners III, L.P., FS Equity Partners International, L.P., Raymond E. Wirta, W. Brett White, Donald M. Koll and the other investors signatory thereto (incorporated herein by reference to Appendix B of the Proxy Statement).
(d)(v)	Form of Securityholders' Agreement to be entered into among RCBA Strategic Partners, L.P., FS Equity Partners III, L.P., FS Equity Partners International, L.P., The Koll Holding Company, Frederic V. Malek, DLJ Investment Partners II, L.P., CBRE Holding, Inc., CB Richard Ellis Services, Inc. and other investors to be signatories thereto (incorporated herein by reference to Exhibit A to Appendix B of the Proxy Statement).
(d)(vi)	Form of Warrant Agreement to be entered into among CBRE Holding, Inc., FS Equity Partners III, L.P. and FS Equity Partners International, L.P. (incorporated herein by reference to Exhibit B to Appendix B of the Proxy Statement).
(d)(vii)	Guarantee Agreement, dated as of February 23, 2001, between CB Richard Ellis Services, Inc. and RCBA Strategic Partners, L.P. (the "Guarantee Agreement") (incorporated herein by reference to Appendix C of the Proxy Statement).
(d)(viii)	Supplemental Agreement, dated May 31, 2001, related to the Guarantee Agreement (incorporated herein by reference to Appendix C of the Proxy Statement).
(d)(ix)	Letter Agreement, dated as of February 23, 2001, among RCBA Strategic Partners, L.P., FS Equity Partners III, L.P. and FS Equity Partners International, L.P. (incorporated herein by reference to Appendix D of the Proxy Statement).
(d)(x)	Press release dated February 24, 2001 (incorporated herein by reference to Exhibit 99.3 to the Current Report on Form 8-K filed by CB Richard Ellis Services, Inc. on February 27, 2001).

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(d)(xi)	Confidentiality Agreement, dated December 15, 2000, among BLUM Capital Partners, L.P., FS Equity Partners III, L.P., FS Equity Partners International, L.P., The Koll Holding Company, Raymond E. Wirta, W. Brett White and Frederick V. Malek (the "Confidentiality Agreement") (incorporated herein by reference to Exhibit 11 to Amendment 3 to Schedule 13D filed by RCBA Strategic Partners, L.P. and certain of its affiliates on February 27, 2001).
(d)(xii)	Amendment, dated February 23, 2001, to the Confidentiality Agreement (incorporated herein by reference to Exhibit 12 to Amendment 3 to Schedule 13D filed by RCBA Strategic Partners, L.P. and certain of its affiliates on February 27, 2001).
(g)	None.
(h)	None.

Item 13. Information Required by Schedule 13E-3.

    Not applicable.

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SIGNATURE

    After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

June 19, 2001	CB RICHARD ELLIS SERVICES, INC.
	By:	/s/ WALTER V. STAFFORD
		Name:	Walter V. Stafford
		Title:	Executive Vice President, Secretary and General Counsel

EXHIBIT INDEX

Exhibit Number	Description
(a)(i)	Offer to Purchase, dated June 19, 2001.
(a)(ii)	Letter of Transmittal.
(a)(iii)	Notice of Withdrawal.
(a)(iv)	Letter to Employees from Raymond E. Wirta, dated June 19, 2001.
(a)(v)	Notice to Non-Employee Optionholders Regarding Substitute Form W-9 and Substitute Form W-9 with Guidelines.
(b)(i)	Commitment Letter, dated February 23, 2001, of Credit Suisse First Boston to BLUM CB Corp. (the "CSFB Commitment Letter"), including exhibits (incorporated herein by reference to Exhibit 5 to Amendment No. 4 to Schedule 13D filed by RCBA Strategic Partners, L.P. and certain of its affiliates on February 28, 2001).
(b)(ii)	Amendment, dated May 31, 2001, to the CSFB Commitment Letter (incorporated herein by reference to Exhibit 13 to Amendment No. 7 to Schedule 13D filed by RCBA Strategic Partners, L.P. and certain of its affiliates on June 5, 2001).
(b)(iii)	Commitment Letter, dated February 23, 2001, of DLJ Investment Funding, Inc. to BLUM CB Holding Corp. (the "DLJ Commitment Letter"), including schedule and exhibit (incorporated herein by reference to Exhibit 6 to Amendment No. 4 to Schedule 13D filed by RCBA Strategic Partners, L.P. and certain of its affiliates on February 28, 2001).
(b)(iv)	Amendment, dated May 31, 2001, to the DLJ Commitment Letter (incorporated herein by reference to Exhibit 14 to Amendment No. 7 to Schedule 13D filed by RCBA Strategic Partners L.P. and certain of its affiliates on June 5, 2001).
(b)(v)	Purchase Agreement, dated May 31, 2001, among BLUM CB Corp., CBRE Holding, Inc. and Credit Suisse First Boston on its own behalf and as the representative for certain other initial purchasers relating to the issuance by BLUM CB Corp. of 111/4% Senior Subordinated Notes due 2011 (incorporated herein by reference to Exhibit 12 to Amendment 7 to Schedule 13D filed by RCBA Strategic Partners L.P. and certain of its affiliates on June 5, 2001).
(d)(i)	Preliminary Proxy Statement on Schedule 14A, as amended, filed with the Securities and Exchange Commission on June 8, 2001 (incorporated herein by reference).
(d)(ii)	Form of proxy card, filed with the Securities and Exchange Commission with the Proxy Statement (incorporated herein by reference to the Proxy Statement).
(d)(iii)	Amended and Restated Agreement and Plan of Merger, dated as of May 31, 2001, by and among CB Richard Ellis Services, Inc., CBRE Holding, Inc. and BLUM CB Corp. (incorporated herein by reference to Appendix A of the Proxy Statement).

(d)(iv)	Amended and Restated Contribution and Voting Agreement, dated as of May 31, 2001, among CBRE Holding, Inc., BLUM CB Corp., RCBA Strategic Partners, L.P., FS Equity Partners III, L.P., FS Equity Partners International, L.P., Raymond E. Wirta, W. Brett White, Donald M. Koll and the other investors signatory thereto (incorporated herein by reference to Appendix B of the Proxy Statement).
(d)(v)	Form of Securityholders' Agreement to be entered into among RCBA Strategic Partners, L.P., FS Equity Partners III, L.P., FS Equity Partners International, L.P., The Koll Holding Company, Frederic V. Malek, DLJ Investment Partners II, L.P., CBRE Holding, Inc., CB Richard Ellis Services, Inc. and other investors to be signatories thereto (incorporated herein by reference to Exhibit A to Appendix B of the Proxy Statement).
(d)(vi)	Form of Warrant Agreement to be entered into among CBRE Holding, Inc., FS Equity Partners III, L.P. and FS Equity Partners International, L.P. (incorporated herein by reference to Exhibit B to Appendix B of the Proxy Statement).
(d)(vii)	Guarantee Agreement, dated as of February 23, 2001, between CB Richard Ellis Services, Inc. and RCBA Strategic Partners, L.P. (the "Guarantee Agreement") (incorporated herein by reference to Appendix C of the Proxy Statement).
(d)(viii)	Supplemental Agreement, dated May 31, 2001, related to the Guarantee Agreement (incorporated herein by reference to Appendix C of the Proxy Statement).
(d)(ix)	Letter Agreement, dated as of February 23, 2001, among RCBA Strategic Partners, L.P., FS Equity Partners III, L.P. and FS Equity Partners International, L.P. (incorporated herein by reference to Appendix D of the Proxy Statement).
(d)(x)	Press release dated February 24, 2001 (incorporated herein by reference to Exhibit 99.3 to the Current Report on Form 8-K filed by CB Richard Ellis Services, Inc. on February 27, 2001).
(d)(xi)	Confidentiality Agreement, dated December 15, 2000, among BLUM Capital Partners, L.P., FS Equity Partners III, L.P., FS Equity Partners International, L.P., The Koll Holding Company, Raymond E. Wirta, W. Brett White and Frederick V. Malek (the "Confidentiality Agreement") (incorporated herein by reference to Exhibit 11 to Amendment 3 to Schedule 13D filed by RCBA Strategic Partners, L.P. and certain of its affiliates on February 27, 2001).
(d)(xii)	Amendment, dated February 23, 2001, to the Confidentiality Agreement (incorporated herein by reference to Exhibit 12 to Amendment 3 to Schedule 13D filed by RCBA Strategic Partners, L.P. and certain of its affiliates on February 27, 2001).
(g)	None.
(h)	None.

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Item 1. Summary Term Sheet.
Item 2. Subject Company Information.
Item 3. Identity and Background of Filing Person.
Item 4. Terms of the Transaction.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
Item 6. Purposes of the Transaction and Plans or Proposals.
Item 7. Source and Amount of Funds or Other Consideration.
Item 8. Interest in Securities of the Subject Company.
Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
Item 10. Financial Statements.
Item 11. Additional Information.
Item 12. Exhibits.
Item 13. Information Required by Schedule 13E-3.

SIGNATURE
EXHIBIT INDEX

EX-99.(A)(I)

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Exhibit (a)(i)

CB RICHARD ELLIS SERVICES, INC.

Offer to Purchase
Any and All Outstanding Options, in Each Class of its Options,
to Purchase its Common Stock

THIS OFFER WILL EXPIRE AT
NOON, NEW YORK CITY TIME, ON JULY 18, 2001,
UNLESS THE OFFER IS EXTENDED.

    CB Richard Ellis Services, Inc., a Delaware corporation, upon the terms and subject to the conditions set forth in this offer to purchase and the accompanying letter of transmittal, hereby offers to purchase for cash, any and all of the outstanding options, in each class of its options and whether or not vested, to purchase its common stock. Upon the consummation of the offer, (1) each tendered option will be cancelled and (2) for each of these options we will pay to the holder of each tendered option the following, reduced in each case by any applicable tax withholding:

    The greater of:

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the amount by which $16.00 exceeds the exercise price of the option, if any, and



•

$1.00.

    This offer is being made in connection with the proposed merger of BLUM CB Corp., a Delaware corporation and wholly-owned subsidiary of CBRE Holding, Inc., with and into CB Richard Ellis Services, pursuant to the amended and restated merger agreement, dated as of May 31, 2001, by and among CB Richard Ellis Services, BLUM CB Corp. and CBRE Holding, Inc. The consummation of this offer is conditioned upon the completion of the merger.

    Each holder of an option that does not tender his or her options will continue to hold his or her options to acquire common stock of CB Richard Ellis Services after the merger. However, after the merger, CB Richard Ellis Services will be a wholly-owned subsidiary of CBRE Holding, and the CB Richard Ellis Services common stock will be delisted from the New York Stock Exchange and may be deregistered under the Securities Exchange Act of 1934. Accordingly, if any holder were to refrain from tendering his or her options in this offer and then to exercise those 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.

This offer is not conditioned on any minimum number of options being tendered. However, the offer is subject to considerations described in this offer to purchase, including the completion of the merger. See "The Offer—Conditions."

    Any holder desiring to tender his or her options should complete and sign the letter of transmittal, or a copy of it, in accordance with the instructions in the letter and mail, deliver or send by facsimile transmission the manually signed letter of transmittal or copy, to the address or facsimile number listed on the back cover of this offer to purchase. See "The Offer—Procedures for Tendering Options."

In connection with its approval of the merger, the board of directors of CB Richard Ellis Services recommends that you tender your options for cash in this offer. However, you must make your own decision whether to tender your options, and, if so, the number of options you wish to tender.

    Questions and requests for assistance or for additional copies of this offer to purchase or the related transmittal letter may be directed to Walter Stafford at CB Richard Ellis Services, Inc., 505 Montgomery Street, 6^th Floor, San Francisco, California 94111 or at (415) 733-5502.

June 19, 2001

TABLE OF CONTENTS

		Page
SUMMARY TERM SHEET		1
QUESTIONS AND ANSWERS ABOUT THE OFFER		3
FORWARD LOOKING STATEMENTS		7
SIGNIFICANT CONSEQUENCES TO NON-TENDERING OPTIONHOLDERS		8
THE OFFER		10
	Purpose of the Offer	10
	Conditions	10
	Procedures for Tendering Options	12
	Acceptance of and Payment for the Options	13
	Withdrawal Rights	13
	Extension, Amendment and Termination of the Offer	13
	Source and Amount of Funds	14
	Interests of Directors and Officers; Transactions and Arrangements about the Options	15
	Status of Options Acquired by Us in the Offer; Accounting Consequences of the Offer.	16
	Legal Matters and Regulatory Approvals.	16
	Fees and Expenses	16
	Absence of Appraisal Rights.	16
	Market and Trading Information.	16
THE MERGER AND RELATED TRANSACTIONS		18
	General	18
	Conditions to the Completion of the Merger	19
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES		21
AVAILABLE INFORMATION		22
SCHEDULE A		A-1

IMPORTANT

    We are not aware of any jurisdiction where the making of the offer is not in compliance with the laws of such jurisdiction. If we become aware of any jurisdiction where the making of the offer would not be in compliance with such laws, we will make a good faith effort to comply with any such laws or seek to have such laws declared inapplicable to the offer. If, after such good faith effort, we cannot comply with any such applicable laws, the offer will not be made to, nor will letters of transmittal be accepted from or on behalf of, the holders residing in such jurisdiction.

Except for the recommendation of our board of directors described herein, we have not authorized any person to make any recommendation on our behalf as to whether or not you should tender your options pursuant to the offer. You should rely only on the information contained or incorporated by reference in this document or to which we have referred you. This offer to purchase is dated June 19, 2001. You should not assume that the information contained in this offer to purchase is accurate as of any date other than such date and the mailing of this offer to purchase will not create any implication that the information contained in this offer to purchase is accurate as of any other date. We have not authorized anyone to make any representations in connection with the offer or to provide you with information that is different from or other than the representations and information contained in this offer to purchase or in the related letter of transmittal. If anyone makes any recommendation or representation to you or gives you any information, you must not rely upon that recommendation, representation or information as having been authorized by us.

SUMMARY TERM SHEET

    This summary term sheet highlights the material terms of the offer but does not contain all of the information that will be important to you. You should read this summary together with the offer to purchase, the letter of transmittal and the other documents we refer to in this offer to purchase. We are providing this summary of terms for your convenience. It highlights material information in this document, but you should realize that it does not describe all of the details of the offer to the same extent described later in this document. Where helpful, we have included references to the sections of this document where you will find a more complete discussion. All references to "us," "we" 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 and its principal telephone number of (310) 563-8600.

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The Offer. You are being asked to tender any and all of your options to purchase our common stock, which tendered options will be cancelled for the payment described below. We are making the offer for all of our outstanding options in each class of options under all of our stock option plans. See "The Offer."



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Payment for Your Options. In exchange for each option tendered, unless we terminate the offer prior to the expiration date or the conditions to the offer are not satisfied, we will (1) cancel the option and (2) pay you the following, reduced in each case by any applicable tax withholding:

The greater of:

•

the amount by which $16.00 exceeds the exercise price of the option, if any, or



•

$1.00.

See "The Offer."

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Duration of the Offer. The offer will expire at noon, New York City time, on July 18, 2001, unless we choose to extend the offer or to terminate the offer before that time. Subject to applicable laws and the terms described in this offer to purchase, we are reserving the right to extend or terminate the offer in our sole discretion. See "The Offer."



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Conditions of the Offer. The offer is not subject to our receipt of any minimum number of tendered options. However, the offer is conditioned upon, among other conditions, the prior or simultaneous completion of the merger. The merger agreement is subject to numerous conditions. See "The Offer—Conditions" and "The Merger And Related Transactions—Conditions to the Completion of the Merger."



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Consequences of Failure to Tender. Each holder of an option that does not tender his or her options will continue to hold (subject to their terms and conditions) 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 may be deregistered under the Securities Exchange Act of 1934. Accordingly, if any holder were to exercise his or her options after the merger, the holder would receive common stock of a subsidiary which would be difficult, if not impossible to sell. See "Significant Consequences to Non-Tendering Optionholders."



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Purpose of the Offer. We have entered into an amended and restated merger agreement with CBRE Holding, Inc. and its wholly-owned subsidiary, BLUM CB Corp., pursuant to which we have agreed to merge with BLUM CB Corp. and become a wholly-owned subsidiary of CBRE Holding. We are making this offer to you in connection with the merger agreement and in order to permit you to receive for your options a cash value determined by reference to the purchase

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price being paid to holders of our outstanding common stock under the merger agreement. See "The Offer—Purpose of the Offer."

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Treatment of Options of the Continuing Stockholders. In connection with the merger agreement, some of our stockholders will contribute all of the shares of our outstanding common stock that they own to CBRE Holding immediately prior to the merger in exchange for an equal number of shares of the common stock of CBRE Holding. In this offer to purchase, we refer to these stockholders as the "continuing stockholders." Many of the continuing stockholders and their affiliates hold options to acquire our common stock. The offer is being made to all of our optionholders, including those that are continuing stockholders or are affiliated with continuing stockholders. See "The Merger And Related Transactions."



•

How to Participate in the Offer. If you would like to tender your options in the offer, you should complete the letter of transmittal accompanying this offer to purchase, or a copy of that letter, and return it to us, together with any other documents required by the letter of transmittal, at the address or facsimile number listed on the back cover of this offer to purchase. In order to participate in the offer, you must properly complete the letter of transmittal and return it to us before the expiration of the offer. See "The Offer—Procedures for Tendering Options."



•

Withdrawal from the Offer. If you deliver a letter of transmittal to us and later you would like to withdraw your letter of transmittal, you must complete the withdrawal of tendered options letter accompanying this offer to purchase, or a copy of that letter, and return it to us at the address or facsimile number listed on the back cover of this offer to purchase. In order to withdraw a previously delivered letter of transmittal, you must properly complete the withdrawal of tendered options letter and return it to us before the expiration of the offer. Even if you have delivered a completed withdrawal of tendered options letter to us, you may retender your options by delivering to us another completed letter of transmittal prior to the expiration of the offer. See "The Offer—Withdrawal Rights."



•

Tax Consequences of the Offer. If you are subject to U.S. taxes and you tender your options in the offer and those options are cancelled, you will have ordinary compensation income which, if you are an employee, will be subject to U.S. federal, and possibly state and local, withholding. Payments to optionholders who are not U.S. citizens or residents may be subject to U.S. federal income tax and withholding to the extent attributable to services performed in the United States. If you do not tender your options or if your options are not accepted for cancellation, you will not have any current tax consequences as a result of the offer. See "Certain U.S. Federal Income Tax Consequences." If you are subject to tax laws other than those of the United States, you should consult your own tax advisor.



•

Contact for Questions. If you have any questions about the offer or any of the matters described in this offer to purchase, the letter of transmittal or the withdrawal of tendered options letter, you should contact the following person at the address or phone number indicated below:

Walter Stafford
CB Richard Ellis Services, Inc.
505 Montgomery Street, 6^th Floor
San Francisco, California 94111
Telephone: (415) 733-5502

2

QUESTIONS AND ANSWERS ABOUT THE OFFER

    The following questions and answers briefly address some commonly asked questions about the offer. They may not include all the information that is important to you. We urge you to read carefully the entire offer to purchase and transmittal letter.

Q:	Who is making the offer?
A:	CB Richard Ellis Services, Inc.
Q:	What is being offered?
A:	We are offering to purchase all of the outstanding options to purchase shares of our common stock in each class of options. If the offer is completed, all options tendered to us will be cancelled.
Q:	What options are subject to the offer?
A:	All of our outstanding options in each class of options are subject to the offer, regardless of whether the options are vested or unvested. The offer is being made for all options regardless of their exercise price. However, the exercise price of each option will determine, in part, the amount that we will pay for the option, as described below. As of June 18, 2001, there were 2,583,164 options outstanding.
Q:	How much is CB Richard Ellis Services offering to pay for my options?
A:	In exchange for each option tendered, unless we terminate the offer prior to the expiration date or the conditions to the offer are not satisfied, we will (1) cancel the option and (2) pay to the optionholder the following, reduced in each case by any applicable tax withholding:
	The greater of:
	• the amount by which $16.00 exceeds the exercise price of the option, if any, or
	• $1.00.
Q:	How long will the offer remain open and can the offer period be extended or the offer be terminated prior to that time?
A:	The offer will expire at noon, New York City time, on July 18, 2001, unless we choose to extend the offer or to terminate the offer before that time or are otherwise required by law to extend the offer. Subject to applicable laws and the terms we describe in this offer to purchase, we are reserving the right to extend or terminate the offer in our sole discretion. If the merger has not been completed by the expiration date, we expect to extend the offer. If we extend the expiration date, we will publicly announce the extension no later than 9:00 a.m., New York City time, on the first business day after the previously scheduled expiration date.
Q:	Are there conditions to the completion of this offer?
A:	The offer is not conditioned upon a minimum number of options being tendered. However, the consummation of this offer is conditioned upon the completion of the merger described below. The merger is subject to numerous conditions, which are described in this offer to purchase. In addition, the offer is subject to other conditions that are described in this offer to purchase. We are reserving the right to waive any and all of the conditions to the offer in our sole discretion.

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Q:	Why is CB Richard Ellis Services making the offer?
A:	This offer is being made in connection with the proposed merger of BLUM CB Corp., a wholly-owned subsidiary of CBRE Holding, with and into CB Richard Ellis Services, pursuant to an amended and restated merger agreement dated as of May 31, 2001. We are making this offer in connection with the merger agreement. The purpose of this offer is to cancel all of our outstanding options and to permit you to receive for your options a cash value determined by reference to the purchase price being paid to holders of our outstanding common stock under the merger agreement.
Q:	What happens if the merger agreement is terminated?
A:	If the merger agreement is terminated, this offer will become null and void and we will not pay any consideration in exchange for options tendered to us. Under those circumstances, you will continue to hold your options to acquire our common stock under the same terms, conditions and stock option plans as applied before the offer.
Q:	Is this offer being made to optionholders that are continuing stockholders or officers, directors or affiliates of CB Richard Ellis Services, Inc.?
A:	Yes. This offer is being made on the same terms to all current holders of options to purchase our common stock.
Q:	When and how will payment be made?
A:	Subject to the terms and conditions of the offer, options purchased will be paid for by the delivery of a certified check as soon as practicable after the merger is consummated or the expiration date, whichever is later.
Q:	Can I use the net cash proceeds I am entitled to receive for my options to purchase shares of Class A common stock being offered by CBRE Holding?
A:	Yes. In connection with the merger, CBRE Holding is offering shares of its Class A common stock to some of our employees and independent contractors. If you are entitled to purchase shares of CBRE Holding's Class A common stock in connection with that offering, you will be able to assign to CBRE Holding the net cash proceeds that you would otherwise be entitled to receive for your options through this offer as payment, in part or in whole, for the purchase of shares of Class A common stock offered by CBRE Holding. If an optionholder assigns any payments from this offering to CBRE Holding, the optionholder will forfeit the right to receive those proceeds and will only be entitled to receive shares of CBRE Holding's Class A common stock in the offering being made by CBRE Holding. You will be subject to income tax (which may exceed the amount of any withholding) even if you assign the net cash proceeds to CBRE Holding in payment for Class A common stock. The offering of shares of Class A common stock will only be made by CBRE Holding pursuant to a prospectus complying with applicable securities laws. This offer to purchase 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:	How do I tender my options?
A:	If you decide to tender your options, you must return to us, before the expiration date, a properly signed and completed letter of transmittal and any other documents required by the letter of transmittal at the address or facsimile number on the back cover of this offer to purchase. We may reject any letter of transmittal delivered to us to the extent that we determine it is not properly completed or to the extent we believe it would be unlawful to accept the tendered options. Although we may later extend, terminate or amend the offer, we currently expect to accept all properly tendered options promptly after the offer expires. If you do not properly complete, sign and deliver to us the letter of transmittal before the expiration date of the offer, it will have the same effect as if you rejected the offer.

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Q:	Do I have to pay a commission if I tender my options?
A:	No. We will not require you to pay a commission if you tender your options.
Q:	Can I withdraw my tendered options?
A:	Yes. You may withdraw the tender of your options at any time before the expiration date. To withdraw previously tendered options, you must deliver to us a properly signed and completed withdrawal of tendered options letter at the address or facsimile number on the back cover of this offer to purchase. However, you may tender your options again by following the proper tendering procedures. We may reject any withdrawal of tendered options letter delivered to us to the extent that we determine it is not properly completed. If you previously have properly completed, signed and delivered a letter of transmittal to us and you do not properly complete, sign and deliver to us the withdrawal of tendered options letter before the expiration of the offer, it will have the same effect as if you accepted the offer.
Q:	What will happen to my options if I do not tender my options in the offer?
A:	Each holder of an option that does not tender his or her options will continue to hold (subject to their terms and conditions) 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 may be 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 would be difficult, if not impossible to sell.
Q:	What happens if I exercise my options into CB Richard Ellis Services common stock prior to the expiration date?
A:	If you exercise your options prior to the expiration date according to the terms and conditions of your options, you will receive shares of our common stock and you will not receive any payments in this offer. You would have ordinary compensation income (subject to withholding) on the exercise of your options equal to the difference between the exercise price and the fair market value of the CB Richard Ellis Services common stock on the date of exercise. However, if the merger is completed, each share of CB Richard Ellis Services common stock that you own will be cancelled in the merger and for each cancelled share you will be entitled to receive $16.00 in cash.
Q:	Can I exercise my options after I have tendered them?
A:	If you tender your options, unless the offer is earlier terminated, you may exercise your options and purchase our common stock only if you withdraw the tendered options prior to the expiration date.
Q:	How will CB Richard Ellis Services pay for the tendered options?
A:	We will pay approximately $4.7 million if we purchase all of our outstanding options in the offer. This amount includes estimated fees and expenses applicable to the offer. We expect to obtain these funds from cash on hand at the time of the merger and from debt and equity financing that we will receive in connection with the completion of the merger and the related transactions described in this offer to purchase.
Q:	Will I owe any U.S. federal income tax if I tender my options?
A:	Yes. If you tender your options in the offer and your options are accepted for cancellation, you will have ordinary compensation income.

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Q:	What is the recent market price of the options and the common stock into which the options are exercisable?
A:	Because the options generally are not transferable, there is no market price for the options. However, each vested option may be exercised to purchase one share of our common stock at the designated exercise price for that option. On June 13, 2001, the last reported sale price of our common stock was $15.76 per share.
Q:	Is there someone I can talk to if I have questions about the offer?
A:	Yes. You may contact a representative of CB Richard Ellis Services at the address and the phone number listed on the back cover of this offer to purchase if you have any questions or requests for assistance or for additional copies of this offer to purchase, the letter of transmittal or the withdrawal of tendered options letter.

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FORWARD LOOKING STATEMENTS

    Some of the statements made in this offer to purchase constitute forward-looking statements. These statements involve risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "continue" or the negative of these terms or other comparable terminology.

    Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of these statements. Except as required by law, we do not intend to update any of the forward-looking statements after the date of this offer to purchase to conform these statements to actual results.

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SIGNIFICANT CONSEQUENCES TO NON-TENDERING OPTIONHOLDERS

    In deciding whether to tender your options in the offer, you should consider carefully, in addition to the other information contained in or incorporated by reference into this offer to purchase, the information appearing in our Annual Report on Form 10-K for the year ended December 31, 2000, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2001 and our Proxy Statement on Schedule 14A dated June 13, 2001, each of which is incorporated into this offer to purchase by reference. See "Available Information." You also should consider the following significant consequences to non-tendering optionholders when making a decision about whether or not to tender your options pursuant to the offer.

If you do not tender your options in the offer and the merger is completed, there will not be a public market for the shares that you may acquire upon any future exercise of your options.

    Any options to acquire our common stock that are not tendered in the offer will remain outstanding after the merger in accordance with their terms and conditions. However, after the merger, we will be a subsidiary of CBRE Holding, and our common stock will be delisted from the New York Stock Exchange and may be deregistered under the Securities Exchange Act of 1934. As a result, there will not be any public market for shares of our common stock after the merger. In addition, because we will be a subsidiary, any future acquisition of us likely would occur by a merger or acquisition of CBRE Holding. For the same reason, any future underwritten public offering of equity would also likely be an offering of common stock of CBRE Holding and not our common stock. Accordingly, if a current optionholder decided not to tender his or her options in the offer and then exercised his or her options after the merger, the holder would receive common stock of a subsidiary of CBRE Holding and this stock would be difficult, if not impossible, to sell.

In connection with the merger we will issue shares of a newly-created class of our preferred stock, which class will be entitled to dividends and liquidation preferences to which our common stock will not be entitled.

    At the time of the completion of the merger, our certificate of incorporation will be amended to create a new class of preferred stock. In connection with the merger and the related transactions, we will issue approximately 6.25 million shares of this new preferred stock to CBRE Holding. Under the terms of our amended certificate of incorporation, this preferred stock will be entitled to receive cumulative annual dividends at the rate of 16% per year compounded quarterly.

    The dividends on the preferred stock will be payable as, if and when declared by our board of directors. No dividends will be able to be paid on shares of our common stock unless and until all accrued cumulative dividends on the preferred stock have been paid in full. As a result, if a current optionholder decided not to tender his or her options in the offer and then exercised his or her options after the merger, the holder would receive common stock that would rank behind the preferred stock with respect to our payment of future dividends and not receive any portion of the dividends that we intend to pay on the preferred stock after the merger.

    Also pursuant to our amended certificate of incorporation, if we liquidate, dissolve or wind up our business, the preferred stock will be entitled to receive approximately $100 million of our assets before the common stock will be entitled to any distribution of our assets. Accordingly, depending upon the amount of our assets available for distribution to holders of our equity upon a dissolution, liquidation or winding up, holders of our common stock may receive less per share than holders of preferred stock receive per share or they may receive nothing.

We have no current intention to pay dividends on our common stock.

    Unlike the dividends we intend to pay with respect to our newly-issued preferred stock, we have no current intention to pay any dividends on our common stock at any time in the foreseeable future.

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In addition, the credit agreement that will be entered into and the indenture for the senior subordinated notes that has been entered into in connection with the merger contain restrictions that will affect our ability to declare and pay dividends on our capital stock. See "The Offer—Source and Amount of Funds."

Optionholders that exercise their options after the merger may be diluted by future issuances of our equity securities.

    If you do not tender your options in the offer and you exercise these options after the merger, you may experience dilution in book value per share if we sell or grant additional equity interests in the future for a price per share less than the exercise price of your options.

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THE OFFER

    Upon the terms and subject to the conditions set forth in this offer to purchase and the accompanying letter of transmittal, we hereby offer to purchase for cash any and all outstanding options, in each class of our options, whether vested or unvested, to purchase our common stock. In exchange for each option tendered, unless we terminate the offer prior to the expiration date or the conditions to the offer are not satisfied, we will (1) cancel the option and (2) pay to the holder of the option the following, reduced in each case by any applicable tax withholding:

    The greater of:

•

the amount by which $16.00 exceeds the exercise price of the option, if any, or



•

$1.00.

    The time by which optionholders must tender their options in order to be eligible to receive payment pursuant to the offer will be noon, New York City time, on July 18, 2001, unless extended or earlier terminated by us, which we call the "expiration date." Any extension will be announced in a press release. See "The Offer—Extension, Amendment and Termination of the Offer."

    Payment for options tendered in accordance with the offer will be made by certified check as soon as practicable after the consummation of the merger agreement, or the expiration date, whichever is later. See "The Offer—Acceptance of and Payment for the Options."

Purpose of the Offer

    The purpose of the offer is to cancel all of our outstanding options and to permit you to receive for your options a cash value determined by reference to the purchase price being paid to holders of our outstanding common stock under the merger agreement. This offer is being made in connection with the proposed merger of BLUM CB Corp., a Delaware corporation and wholly-owned subsidiary of CBRE Holding, with and into CB Richard Ellis Services, pursuant to the amended and restated merger agreement, dated as of May 31, 2001, by and among CB Richard Ellis Services, BLUM CB Corp. and CBRE Holding. See "The Merger And Related Transactions—General."

    In connection with the required approvals of the merger agreement at a special meeting of our stockholders, we have filed a proxy statement with the Securities and Exchange Commission. That proxy statement has been mailed to our stockholders and is incorporated by reference into this offer to purchase. See "Available Information."

    In connection with the merger, CBRE Holding is offering shares of its Class A common stock and options to acquire its Class A common stock to some of our employees and independent contractors. If you are entitled to purchase shares of CBRE Holding's Class A common stock in connection with that offering, you will be able to assign to CBRE Holding all or part of the net cash proceeds that you would otherwise be entitled to receive for your options through this offer as payment, in part or in whole, for the purchase of shares of Class A common stock offered by CBRE Holding. If an optionholder assigns any payments from this offering to CBRE Holding, the optionholder will forfeit the right to receive those proceeds and will only be entitled to receive shares of CBRE Holding's Class A common stock in the offering being made by CBRE Holding. The offering of shares of Class A common stock will only be made by CBRE Holding pursuant to a prospectus complying with applicable securities laws. This offer to purchase is not an offer to sell, or a solicitation to buy, any of our securities or the securities of CBRE Holding.

Conditions

    The offer is not conditioned on any minimum number of options being tendered. Notwithstanding any other provision of this offer, we will not be required to accept any options tendered to us and we

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may terminate or amend the offer or may postpone the acceptance of or payment for any options tendered to us, subject to the rules under the Securities Exchange Act of 1934, if on or before the expiration date (1) the merger has not been completed or (2) any of the following events have occurred that, in our sole judgment and regardless of the circumstances giving rise to the event or events, makes it inadvisable to proceed with the offer or accept and cancel the options tendered to us:

•

any action or proceeding by any government agency, authority or tribunal or any other person, domestic or foreign, is threatened or pending before any court, authority, agency or tribunal that directly or indirectly challenges the making of the offer, the acquisition of some or all of the tendered options, the payment of the purchase price for the tendered options, or otherwise relates to the offer or that, in our reasonable judgment, could materially and adversely affect our or our subsidiaries' business, financial or other condition, income, operations or prospects or materially impair the benefits we believe we will receive from the offer; or



•

any action is threatened, pending or taken, or any approval is withheld, by any court or any authority, agency or tribunal that, in our reasonable judgment, would or might directly or indirectly:

(a)

make it illegal for us to accept some or all of the tendered options or to pay the purchase price for the tendered options or otherwise restrict or prohibit consummation of the offer or otherwise relate to the offer;



(b)

delay or restrict our ability, or render us unable, to accept the tendered options for cancellation and payment;



(c)

materially impair the benefits we believe we will receive from the offer; or



(d)

materially and adversely affect our or our subsidiaries' business, financial or other condition, income, operations or prospects.

    The conditions referred to above are for our sole benefit and may be asserted by us regardless of the circumstances, including any action or omission to act by us, giving rise to any condition, and may be waived by us, in whole or in part, at any time and from time to time in our sole discretion. Our failure at any time to exercise any of the foregoing rights will not be deemed a waiver of any right, and each such right will be deemed an ongoing right that may be asserted at any time and from time to time. In some circumstances, if we waive any of the conditions described above, we may be required to extend the expiration date. Any determination by us concerning the events described above will be final and binding on all parties.

Procedures for Tendering Options

    For an optionholder to validly tender options pursuant to the offer, a properly completed and duly executed letter of transmittal, or facsimile of the letter, with any other required documents, must be received by us at or prior to noon, New York City time, on the expiration date at the address or the facsimile number set forth on the back cover of this offer to purchase. If we extend the offer beyond that time, you may tender your options at any time until the extended expiration of the offer. We will only accept a paper copy or facsimile of your letter of transmittal. Delivery by email will not be accepted. You do not need to return your stock option agreement for your options to effectively tender your options in this offer.

The tendering of options pursuant to the offer by the procedure set forth above will constitute your acceptance of the terms and conditions of the offer. Our acceptance of the options tendered by you pursuant to the offer will constitute a binding agreement between us and you upon the terms and subject to the conditions of the offer.

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    Subject to our right to extend, terminate or amend the offer, we currently expect that we will accept promptly after the expiration date all properly tendered options that have not been validly withdrawn.

    The method of delivery of the letter of transmittal and all other required documents is at the election and risk of the submitting holder. Delivery of these documents will be deemed made only when we actually receive them. If a holder chooses to deliver by mail, the recommended method is by registered mail with return receipt requested, properly insured. If a holder chooses to deliver by facsimile, we recommend that the holder confirm our receipt of the facsimile transmission by calling us at the phone number set forth on the back cover of this offer to purchase. In all cases, sufficient time should be allowed to ensure timely delivery. No alternative, conditional or contingent tenders of options will be accepted.

    All questions as to the form of documents and validity, eligibility (including time of receipt), acceptance for payment and withdrawal of tendered options will be determined by us in our sole discretion, and our determination will be final and binding. We reserve the absolute right to reject any and all letters of transmittal that we determine are not in proper form or the acceptance for payment of or payment for which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right in our sole discretion to waive any of the conditions of the offer or any defect or irregularity in the letter of transmittal of any particular holder, whether or not similar conditions, defects or irregularities are waived in the case of other holders. Our interpretation of the terms and conditions of the offer, including the instructions in the letter of transmittal, will be final and binding. We will not be under any duty to give notification of any defects or irregularities in letters of transmittal or any notices of withdrawal and will not be liable for failure to give any such notification.

Acceptance of and Payment for the Options

    Upon the terms and subject to the conditions of the offer and as promptly as reasonably practicable following the expiration date, we will accept for cancellation and payment all options that are properly tendered pursuant to the offer and not validly withdrawn at or prior to noon, New York City time on the expiration date. For purposes of this offer, we will be deemed to have accepted for cancellation and payment all options validly tendered and not properly withdrawn prior to the expiration date if, as and when we give oral or written notice of our acceptance of the options.

    Properly tendered options accepted in accordance with the offer will be paid for by certified check as soon as practicable after the consummation of the merger agreement, or the expiration date, whichever is later.

Withdrawal Rights

    Validly tendered options may be withdrawn at any time at or prior to noon, New York City time on the expiration date. If the offer is terminated without any options being purchased, then all letters of transmittal received pursuant to this offer will be promptly destroyed or returned to the submitting optionholders.

    For a withdrawal of validly tendered options to be effective, a properly completed and duly executed withdrawal of tendered options letter or facsimile of the letter, with any other required documents, must be received by us at or prior to noon, New York City time, on the expiration date at the address or the facsimile number set forth on the back cover of this offer to purchase. If we extend the offer beyond that time, you may withdraw your validly tendered options at any time until the extended expiration of the offer and, unless accepted by us, at any time after 40 business days after the date hereof. We will only accept a paper copy or facsimile of your withdrawal of tendered options letter. Delivery by email will not be accepted.

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    Neither we nor any other person is obligated to give notice of any defects or irregularities in any withdrawal of tendered options letter, nor will anyone incur any liability for failure to give any such notice. We will determine, in our sole discretion, all questions as to the form and validity (including time of receipt) of withdrawal of tendered options letters. Our determination of these matters will be final and binding.

    Withdrawals of previously tendered options may not be rescinded and any options properly withdrawn will thereafter be deemed not validly tendered for purposes of the offer. Properly withdrawn options may, however, be re-tendered by again following the procedures described in "The Offer—Procedures for Tendering Options" below at any time at or prior to noon, New York City time, on the expiration date.

Withdrawals of tendered options can only be accomplished in accordance with the foregoing procedures.

Extension, Amendment and Termination of the Offer

    We may at any time and from time to time, extend the period of time during which the offer is open and delay accepting any options tendered by publicly announcing the extension and giving oral or written notice of the extension to the optionholders.

    Prior to the expiration date to terminate or amend the offer, we may postpone accepting options for cancellation and payment if any of the conditions specified in "The Offer—Conditions" occur. In order to postpone accepting or cancelling, we must publicly announce the postponement and give oral or written notice of the postponement to the optionholders. Our right to delay accepting options for cancellation and payment is limited by Rule 13e-4(f)(5) under the Securities Exchange Act of 1934, which requires that we must pay the consideration offered or return the surrendered options promptly after we terminate or withdraw the offer.

    As long as we comply with any applicable laws, we may amend the offer in any way, including decreasing or increasing the consideration offered in the offer to optionholders. We may amend the offer at any time by publicly announcing the amendment. If we extend the length of time during which the offer is open, the extension must be issued no later than 9:00 a.m., New York City time, on the next business day after the last previously scheduled or announced expiration date. Any public announcement relating to the offer will be sent promptly to optionholders in a manner reasonably designed to inform optionholders of the change, for example, by issuing a press release.

    If we materially change the terms of the offer or the information about the offer, or if we waive a material condition of the offer, we will extend the offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3) under the Securities Exchange Act of 1934. Under these rules, the minimum period an offer must remain open following material changes in the terms of the offer or information about the offer, other than a change in price or a change in percentage of securities sought, will depend on the facts and circumstances.

    If we decide to increase or decrease what we will pay you for your options, we will publish notice of the action. If the offer is scheduled to expire within ten business days from the date we notify you of such an increase or decrease, we will also extend the offer for a period of ten business days after the date the notice is published.

Source and Amount of Funds

    As of June 18, 2001, there were 2,583,164 total outstanding options to acquire our common stock. Based upon that number and assuming all of these options are tendered in the offer, the maximum aggregate amount of funds which will be required to pay the total aggregate consideration of the offer and to pay fees and expenses relating to the offer will be approximately $4.7 million. We expect to

13

obtain these funds from the same sources that will be used to fund the merger and the related transactions. See "The Merger And Related Transactions." These sources generally are expected to be comprised of the following:

•

borrowings of up to $225 million in term loans under a new credit agreement that we expect to enter into in connection with the completion of the merger, which credit agreement will also include a $100 million revolving credit facility that is intended to finance our working capital requirements, a portion of which will be drawn upon at the time of the merger;



•

approximately $225.6 million of gross proceeds to be received by us from the sale of $229 million in aggregate principal amount of senior subordinated notes of BLUM CB Corp., which notes we will assume in connection with the merger;



•

approximately $62.7 million of net proceeds to be contributed to us by CBRE Holding from the sale of at least $65 million in aggregate principal amount of its senior notes;



•

proceeds contributed to us by CBRE Holding from the sale of shares of its Class B common stock to RCBA Strategic Partners, L.P. and its affiliates;



•

proceeds, if any, contributed to us by CBRE Holding from the sale of shares of its Class A common stock to some of our employees and independent contractors, as described in the section above titled "Purpose of the Offer"; and



•

our cash on-hand at the effective time of the merger.

Our ability to obtain the debt and equity financing described above is subject to numerous conditions, including, without limitation, the prior or simultaneous completion of the merger.

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

Interests of Directors and Officers; Transactions and Arrangements about the Options

    A list of our directors and executive officers is attached to this offer to purchase as Schedule A. As of June 18, 2001, our executive officers and directors, which consist of 15 persons, as a group held options outstanding under all of our stock option plans to purchase a total of 1,034,393 shares of our common stock, which represented approximately 40.0% of the shares subject to all options outstanding under these plans as of that date. All of these options held by executive officers and directors may be tendered in the offer. The following table sets forth the beneficial ownership by each of our executive officers and directors of options outstanding under all of our stock option plans as of June 18, 2001

14

and the amount that they would receive in the offer if they tendered all of their options for cancellation and payment:

Beneficial Owner	Number of Options to Purchase Common Stock	Percentage of Total Options Outstanding		Payment in Offer for Tender of All Options
Stanton D. Anderson	13,997	*		$	131,731
Gary J. Beban	48,000	1.9	%		48,000
Richard C. Blum	18,872	*			62,268
James J. Didion	200,000	7.7	%		200,000
Bradford M. Freeman	6,000	*			9,185
Donald M. Koll	317,480	12.3	%		366,315
Paul C. Leach	9,943	*			68,333
James H. Leonetti	25,000	*			78,125
David R. Lind	8,192	*			42,067
Frederic V. Malek	15,777	*			159,737
Walter V. Stafford	30,000	1.2	%		58,750
Ray E. Uttenhove	8,440	*			45,787
Brett White	120,000	4.6	%		201,750
Gary L. Wilson	17,692	*			54,567
Raymond E. Wirta	195,000	7.5	%		269,375

*

Represents less than 1% of total outstanding options

    We expect that all of our executive officers and directors that hold options will participate in the offer and tender their options for cancellation and payment of the amounts listed above.

    In connection with our proposed merger with BLUM CB Corp., Messrs. Wirta, White, Malek and Koll and affiliates of Messrs. Blum, Freeman and Koll have entered into an amended and restated contribution and voting agreement, dated as of May 31, 2001, with BLUM CB Corp. and its parent, CBRE Holding, Inc. Pursuant to this agreement, Messrs. Wirta, White, Malek and Koll and the affiliates of Messrs. Blum, Freeman and Koll have 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. In addition, they will contribute their shares of our common stock to CBRE Holding immediately prior to the merger in exchange for an equal number of shares of the Class B common stock of CBRE Holding. See "The Merger And Related Transactions—General."

    For additional information regarding the contribution and voting agreement and all other agreements, arrangements and understandings with respect to any of our securities involving any of our executive officers and directors, you should read the sections of our proxy statement regarding the merger agreement and other related agreements, which are incorporated by reference into this offer to purchase, and our other filings with the Commission that are incorporated by reference into this offer to purchase. See "Additional Information."

    Except as otherwise described above, there have been no transactions in options to purchase our common stock or in our common stock which were effected during the 60 days prior to the date of this offer to purchase by us or our subsidiaries, or to our knowledge, by any of our executive officers, directors or affiliates. In addition, except as otherwise described above, neither we nor, to our knowledge, any of our executive officers or directors is a party to any agreement, arrangement or understanding with respect to any of our securities, including, but not limited to, any agreement, arrangement or understanding concerning the transfer or the voting of any of our securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies, consents or authorizations.

15

Status of Options Acquired by Us in the Offer; Accounting Consequences of the Offer.

    Options we acquire in connection with the offer will be cancelled. Concurrently with the consummation of the merger, we will account for the payments made to optionholders in connection with the offer as compensation expense in our income statement for the period ended immediately prior to the closing of the merger. In connection with the merger, we expect that CBRE Holding will record these payments as part of the purchase price associated with the merger and related transactions.

Legal Matters and Regulatory Approvals.

    We are not aware of any license or regulatory permit that appears to be material to our business that might be adversely affected by the offer, or of any approval or other action by any government or regulatory authority or agency that is required for the acquisition, ownership or cancellation of the options as described in the offer or the payment for tendered options. If any other approval or action should be required, we presently intend to seek the approval or take the action. This could require us to delay the acceptance of options tendered to us. We may not be able to obtain any required approval or take any other required action. Our obligation under the offer to accept tendered options for cancellation and payment is subject to the conditions described in "The Offer—Conditions."

Fees and Expenses

    We will not pay any fees or commissions to any broker, dealer or other person for soliciting tenders of options pursuant to this offer.

    Our directors, officers and employees, who will not be specifically compensated for such services, may contact holders by mail, telephone, telex, telegram, email and in person regarding the offer.

Absence of Appraisal Rights.

    Holders of options do not have any appraisal or dissenters' rights under the Delaware General Corporation Law in connection with the offer.

16

Market and Trading Information.

    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	$	19	13/16	$	14	5/8
	Second quarter		24	7/8		14	7/16
	Third quarter		24	7/16		12	1/2
	Fourth quarter		14	13/16		10	11/16
Year Ended December 31, 2000
	First quarter		13	1/2		10	3/16
	Second quarter		11	7/16		9	1/8
	Third quarter		13	3/16		9	3/8
	Fourth quarter		15	5/8		11	13/16
Year Ended December 31, 2001
	First quarter		15.88			13.90
	Second quarter (through June 13, 2001)		15.79			14.08

    On June 13, 2001, the closing sale price for our common stock as reported on the New York Stock Exchange was $15.76 per share. You are urged to obtain current market quotations for our common stock before making any decision with respect to the offer.

    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.

17

THE MERGER AND RELATED TRANSACTIONS

General

    We are making this offer in connection with our proposed merger with and into BLUM CB Corp., which is a wholly-owned subsidiary of CBRE Holding, Inc. Pursuant to the amended and restated merger agreement, dated as of May 31, 2001, our stockholders at the time of the merger, other than the continuing stockholders described below, will receive $16.00 in cash for each share of our common stock that they own. As a result of this merger, all of our outstanding common and preferred stock will be owned by CBRE Holding.

    We refer to the following persons in this offer to purchase as the "continuing stockholders":

•

RCBA Strategic Partners, L.P. and its affiliates, which we refer to together as the "BLUM Funds," which are affiliates of (1) BLUM Capital Partners, L.P., (2) Richard Blum, who is currently one of our directors and who will be a director of both CBRE Holding and our company after the merger and (3) Claus Moller, who will be a director of both CBRE Holding and our company after the merger;

•

FS Equity Partners III, L.P. and FS Equity Partners International, L.P., which are affiliates of Freeman Spogli & Co. Incorporated and Bradford Freeman, who is currently one of our directors and who will be a director of both CBRE Holding and our company after the merger;

•

Raymond Wirta, who is currently one of our directors and our Chief Executive Officer and who will be a director of both CBRE Holding and our company and the Chief Executive Officer of both CBRE Holding and our company after the merger;

•

Brett White, who is currently one of our directors and our Chairman of the Americas and who will be a director of both CBRE Holding and our company and the Chairman of the Americas of both CBRE Holding and our company after the merger;

•

The Koll Holding Company, which is controlled by Donald Koll, who is currently one of our directors; and

•

Frederic Malek, who is currently one of our directors.

Pursuant to a contribution and voting agreement entered into by each of the continuing stockholders and BLUM CB Corp., each of the continuing stockholders has 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.

    Immediately prior to the merger, also pursuant to the contribution and voting agreement, each of the continuing stockholders will contribute to CBRE Holding all of the shares of our common stock that he or it directly owns. Each of these shares will be cancelled as a result of the merger. CBRE Holding will issue one share of its Class B common stock in exchange for each share of our common stock contributed to CBRE Holding. This will result in the issuance to the continuing stockholders of an aggregate of 8,052,087 shares of CBRE Holding Class B common stock. In addition, immediately prior to the merger, the BLUM Funds will purchase a minimum of 2,553,879 shares of CBRE Holding Class B common stock for $16.00 per share. In addition, the BLUM Funds have agreed to purchase for $16.00 per share in cash an additional number of shares of Class B common stock equal to (1) 3,236,639 shares minus (2) the number of shares of CBRE Holding Class A common stock and stock fund units subscribed for in the offering to employees that is described in the immediately following paragraph plus (3) the aggregate amount of full-recourse notes delivered by designated managers in the offering to employees as described below divided by $16.00. The number of shares of CBRE Holding Class B common stock purchased by the BLUM Funds will be reduced by 241,885 shares, which is the number of shares the BLUM Funds purchased for $16.00 per share in connection with the closing of the sale of 11¹/4% senior subordinated notes by BLUM CB Corp. The proceeds from

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the sale of those shares to the BLUM Funds were contributed to BLUM CB Corp., which deposited those proceeds in the escrow account that was established in connection with its senior subordinated notes offering.

    In connection with the merger, CBRE Holding will be offering an aggregate of 3,236,639 shares of its Class A common stock to our employees at an offering price of $16.00 per share. Designated managers of ours will have the option to deliver a full-recourse note to CBRE Holding in partial payment for shares of CBRE Holding Class A common stock. CBRE Holding will also grant to designated managers up to an aggregate of 1,820,397 options to acquire shares of its Class A common stock. Employees who purchase shares of CBRE Holding Class A common stock must enter into a subscription agreement that will contain restrictions on the transfer of the shares, co-sale and required sale rights applicable in connection with transactions involving the shares and participation rights regarding future equity issuances. Holders of CBRE Holding Class A common stock are generally entitled to one vote per share on all matters submitted to stockholders, while holders of CBRE Holding Class B common stock are generally entitled to ten votes per share on all matters submitted to stockholders. After the merger, the rights of Class A and Class B common stock will be the same in all other respects.

    In connection with the merger, we will enter into a new credit agreement with Credit Suisse First Boston and other lenders to borrow $225 million in term loans. This credit agreement will also include a $100 million revolving credit facility, which is intended to finance our working capital requirements and a portion of which will be drawn upon at the time of the merger. BLUM CB Corp. has issued and sold $229 million in aggregate principal amount of 11¹/4% senior subordinated notes due 2011 for an aggregate purchase price, before deducting fees and expenses, of approximately $225.6 million, which notes will be assumed by us as a result of the merger. In addition, CBRE Holding will issue and sell at least $65 million in aggregate principal amount of 16% senior notes due 2011 to DLJ Investment Partners II, L.P. and its affiliates. In connection therewith, CBRE Holding will also issue and sell 521,847 shares of its Class A common stock to DLJ Investment Partners II, L.P. and its affiliates for a purchase price of $0.01 per share. A portion of the senior notes, and a related portion of the shares of CBRE Holding Class A common stock to be issued in connection therewith, may be purchased by parties other than DLJ Investment Partners II, L.P. and its affiliates.

    Also in connection with the merger, CBRE Holding, our company, each member of the buying group and DLJ Investment Partners II, L.P. and its affiliates will enter into a securityholders agreement, which will contain agreements among us, CBRE Holding and the holders of the Class B common stock with respect to voting, transfer restrictions, participation rights, registration rights, and a right of first offer in favor of the BLUM Funds.

Conditions to the Completion of the Merger

    The obligations of us, CBRE Holding and BLUM CB Corp. to complete the merger are subject to the satisfaction or, if legal, waiver 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 66²/3% of the shares of our outstanding common stock not owned by the continuing stockholders or their affiliates must adopt the merger agreement;

•

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 relating to CBRE Holding's offering of its Class A common stock to our employees must have been declared effective by the Commission and continue to be effective.

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

•

CBRE Holding and BLUM CB Corp. 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 BLUM CB Corp. and CBRE Holding in the merger agreement that are qualified by reference to materiality must have been true and correct when made and at and as of the effective time of the merger and all other representations and warranties made by BLUM CB Corp. and CBRE Holding therein must have been true and correct in all material respects when made and at and as of the effective time of the merger;

•

CB Richard Ellis Services must have received a certificate signed by the president or chief executive officer of each of BLUM CB Corp. and CBRE Holding as to compliance with the conditions specified in the two preceding paragraphs;

•

CBRE Holding and BLUM CB Corp. 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 BLUM CB Corp. and CBRE Holding to complete the transactions or to have a material adverse effect on CB Richard Ellis Services 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 its 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.

    BLUM CB Corp.'s obligation to complete the merger is subject to the satisfaction or waiver 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 we made in the merger agreement that are qualified by reference to materiality must have been true and correct when made and at and as of the effective time of the merger and all other representations and warranties we made therein must have been true and correct in all material respects when made and at and as of the effective time of the merger;

•

CBRE Holding 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 immediately preceding bullet points;

•

we 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 to have, individually or in the aggregate, a material adverse effect on CB Richard Ellis Services, unless the failure of this condition to be satisfied is due to willful breach by either of CBRE Holding, Inc. or BLUM CB Corp. of any agreement, including the agreements related to the financing arrangements for the merger and the other transactions contemplated by the merger agreement; and

•

the funding contemplated by the commitment letters for CBRE Holding's 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.

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CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES

    The following describes the material U.S. federal income tax consequences of the option tender offer to individuals who were granted their options in connection with the performance of services. Unless otherwise indicated, this discussion addresses tax consequences to citizens or residents of the United States. This discussion does not address all aspects of U.S. federal income taxes and does not deal with foreign, state and local tax consequences that may be relevant to you in light of your personal circumstances. Furthermore, the discussion below is based upon the provisions of the Internal Revenue Code of 1986, as amended, and the regulations, rulings and judicial decisions promulgated thereunder as of the date hereof, and these authorities may be repealed, revoked or modified, possibly retroactively, so as to result in U.S. federal income tax consequences different from those discussed below. If you are considering tendering your options, you should consult your own tax advisor concerning the U.S. federal income tax consequences in light of your particular situation as well as any tax consequences arising under the laws of any other taxing jurisdiction.

Consequences to optionholders who tender their options in the offer

    If you tender your options in the offer and your options are accepted for cancellation, you will have ordinary compensation income equal to the amount you receive for your options in the offer. If you are an employee, the amount payable to you in the offer will be subject to U.S. federal, and possibly also state and local, withholding.

Consequences to non-U.S. optionholders who tender their options in the offer

    To the extent the amount you receive for your options in the offer is attributable to services performed in the United States, you will be subject to U.S. federal income tax on a net income basis, unless a treaty provision is applicable.

Consequences to optionholders who do not tender their options in the offer

    If you do not tender your options in the offer, you will not have any current tax consequences as a result of the offer.

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AVAILABLE INFORMATION

    This offer to purchase is a part of a Tender Offer Statement on Schedule TO that we have filed with the Securities and Exchange Commission. This offer to purchase does not contain all of the information contained in the Schedule TO and the exhibits to the Schedule TO. We recommend that you review the Schedule TO, including its exhibits, and the materials described in the following paragraph that we have filed with the Commission before making a decision on whether to tender your options.

    We also file annual, quarterly and special reports, proxy statements, including the proxy statement that will be mailed to our stockholders in connection with the special meeting to be held to vote upon adoption of the merger agreement, and other information with the Securities and Exchange Commission. In addition, because the merger is a "going private" transaction, we 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 Commission's Public Reference Room at Judiciary Plaza, 450 Fifth Street, N.W., Room 2120, Washington D.C. 20549; and at its regional offices located at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and at 7 World Trade Center, New York, New York 10048. Copies of such materials may also be obtained upon payment of the Commission's customary charges, from the Commission's Public Reference Room at Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549. Information about the operation of this public reference room can be obtained by calling the Commission at 1-800-Commission-0330. The Commission also maintains a Web site at http://www.sec.gov that contains reports, proxy statements and information statements and other information regarding registrants, including CB Richard Ellis Services, that file electronically with the Commission.

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

    We incorporate by reference into this offer the following documents filed by us with the Commission 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;



•

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;



•

our Definitive Proxy Statement on Schedule 14A dated June 13, 2001 and filed June 15, 2001; and



•

our Tender Offer Statement on Schedule TO filed June 19, 2001.

    All documents and reports filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the expiration date of this offer shall also be deemed to be incorporated by reference in this document and to be a part hereof from the date of filing of such documents and reports. Any statement contained in this offer to purchase or incorporated in this offer to purchase by reference shall be deemed to be modified or superseded to the extent that a statement contained in any documents and reports filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof modifies or supersedes such statement.

    We undertake to provide without charge to each person to whom a copy of this offer has been delivered, upon request, a copy of any or all of the documents incorporated by reference in this offer to purchase, other than the exhibits to such documents, unless such exhibits are specifically incorporated by reference into the information that this offer incorporates. Requests for copies should be directed to us at the address listed on the back page of this offer to purchase.

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SCHEDULE A

INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF
CB RICHARD ELLIS SERVICES, INC.

Name	Position and Offices Held
Stanton D. Anderson	Director
Gary J. Beban	President, Corporate Services and Director
Richard C. Blum	Director
James J. Didion	Chairman of the Board of Directors
Bradford M. Freeman	Director
Donald M. Koll	Director
Paul C. Leach	Director
James H. Leonetti	Senior Executive Vice President and Chief Financial Officer
David R. Lind	Senior Vice President and Director
Frederic V. Malek	Director
Walter V. Stafford	Senior Executive Vice President, Secretary and General Counsel
Ray E. Uttenhove	Senior Vice President and Director
Brett White	Chairman of the Americas and Director
Gary L. Wilson	Director
Raymond E. Wirta	Chief Executive Officer and Director

    The address of each director and executive officer is c/o CB Richard Ellis Services, Inc., 200 North Sepulveda Boulevard, El Segundo, California 90245.

A–1

CB RICHARD ELLIS SERVICES, INC.

Offer To Purchase For Cash
Any and All Outstanding Options, in Each Class of its Options,
to Purchase its Common Stock

THIS OFFER WILL EXPIRE AT
NOON, NEW YORK CITY TIME, ON JULY 18, 2001,
UNLESS THE OFFER IS EXTENDED.

    If you wish to tender your options for cancellation and payment, you must complete and sign the letter of transmittal in accordance with its instructions, and mail, send by facsimile transmission or hand deliver it and any other required documents to us at CB Richard Ellis Services, Inc., 505 Montgomery Street, 6^th Floor, San Francisco, California 941111, Attn: Walter Stafford (facsimile number: (415) 733-5555).

    Any questions, requests for assistance or additional copies of this offer to purchase, the letter of transmittal or any other documents referred to in the offer to purchase may be directed to Walter Stafford, at CB Richard Ellis Services, Inc., 505 Montgomery Street, 6^th Floor, San Francisco, California 941111 (telephone number: (415) 733-5502).

June 19, 2000

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Exhibit (a)(i)

OFFER TO PURCHASE ANY AND ALL OUTSTANDING OPTIONS, IN EACH CLASS OF ITS OPTIONS, TO PURCHASE ITS COMMON STOCK
TABLE OF CONTENTS
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE OFFER
FORWARD LOOKING STATEMENTS
SIGNIFICANT CONSEQUENCES TO NON-TENDERING OPTIONHOLDERS
THE OFFER
THE MERGER AND RELATED TRANSACTIONS
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
AVAILABLE INFORMATION
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF CB RICHARD ELLIS SERVICES, INC.

EX-99.(A)(II)

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Exhibit (a)(ii)

CB RICHARD ELLIS SERVICES, INC.

Letter of Transmittal
to Tender Options
Pursuant to the
Offer to Purchase
Dated June 19, 2001

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT NOON,
NEW YORK CITY TIME, ON JULY 18, 2001,
UNLESS CB RICHARD ELLIS SERVICES, INC. EXTENDS THE OFFER

To:  CB Richard Ellis Services, Inc.
505 Montgomery Street, 6th Floor
San Francisco, California 94111
Attn: Walter Stafford
Telephone: (415) 733-5502
Facsimile: (415) 733-5555

    Pursuant to the terms and subject to the conditions of the Offer to Purchase dated June 19, 2001, and this Letter of Transmittal, I hereby tender the following options to purchase shares of common stock, par value $0.01 per share ("Option Shares"), of CB Richard Ellis Services, Inc. (the "Company") outstanding under one or more of the Company's stock option plans (the "Plans") (to validly tender such options you must complete the following table according to the Instructions attached to this Letter of Transmittal):

Number of Option Shares Subject
to Options to be Tendered(1)

Grant Dates of
Options to be Tendered

Exercise Prices of
Options to be Tendered

(1)

List each grant of options on a separate line even if more than one grant of options was received on the same date.

    You must complete and sign the following exactly as your name appears on the option agreement or agreements evidencing the options listed above. If the signature is by a trustee, executor, administrator, guardian, attorney-in-fact or another person acting in a fiduciary or representative

capacity, please set forth the signer's full title and include with this Letter of Transmittal proper evidence of the authority of such person to act in such capacity.

Signature:	Date:
Name:	Address:
Capacity:
Tax ID/SSN:	Telephone No.:

    Upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 19, 2001 (the "Offer to Purchase") and in this Letter of Transmittal (this "Letter" and, together with the Offer to Purchase, as they may be amended or supplemented from time to time, the "Offer"), I hereby tender to the Company for cancellation and payment the options to purchase Option Shares specified in the table on page 1 of this Letter (the "Tendered Options"). Subject to, and effective upon, the Company's acceptance of the Tendered Options in accordance with the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), I hereby sell, assign and transfer to the Company all right, title and interest in and to the Tendered Options.

    I hereby represent and warrant that I have full power and authority to tender the Tendered Options and that, when and to the extent the Tendered Options are accepted for purchase by the Company, the Tendered Options will be free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to the sale or transfer thereof (other than pursuant to the applicable option agreement) and the Tendered Options will not be subject to any adverse claims. Upon request, I will execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the purchase of the Tendered Options pursuant to the Offer.

    The name of the holder of the Tendered Options appears below exactly as it appears on the option agreement or agreements representing the Tendered Options. In the appropriate boxes of the table on page 1 of this Letter, I have listed for each Tendered Option the total number of Option Shares subject to the Tendered Option, the grant date of the Tendered Option and the exercise price.

    I understand and acknowledge that:

    (1) All Tendered Options properly tendered and not properly withdrawn at or prior to noon, New York City time, on July 18, 2001, unless the Company has extended the period of time the Offer will remain open (the "Expiration Date"), will be purchased for cash, upon the terms and subject to the conditions of the Offer, including the conditions described in the section of the Offer to Purchase titled "The Offer—Conditions."

    (2) By tendering the Tendered Options pursuant to the procedures described in the section of the Offer to Purchase titled "The Offer—Procedures for Tendering Options" and in the instructions to this Letter, I accept the terms and conditions of the Offer. The Company's acceptance of the Tendered Options will constitute a binding agreement between the Company and me upon the terms and subject to the conditions of the Offer.

    (3) Under certain circumstances set forth in the Offer to Purchase, the Company may terminate or amend the Offer and postpone its acceptance and cancellation of any Tendered Options, and in any such event, the Tendered Options that have not been accepted for purchase will remain outstanding and retain their current exercise price and vesting schedule.

2

    (4) All options that I choose not to tender or that are not accepted for purchase will remain outstanding and retain their current exercise price and vesting schedule.

    (5) After the merger in connection with which the Offer is being made, the Company will be a wholly-owned subsidiary of CBRE Holding, Inc. and the common stock of the Company will be delisted from the New York Stock Exchange and may be deregistered under the Securities Exchange Act of 1934, and with respect to any options that I choose not to tender or that are not accepted for purchase, if such options are exercised after the merger, I will receive common stock of a subsidiary of CBRE Holding, Inc., which common stock will be difficult, if not impossible to sell.

    (6) I have read the section of the Offer to Purchase titled "Significant Consequences to Non-Tendering Optionholders."

    (7) The Company has advised me to consult with my own advisors as to the consequences of participating or not participating in the Offer.

    (8) I have read, understand and agree to all of the terms and conditions of the Offer.

    All authority herein conferred or agreed to be conferred shall not be affected by, and shall survive, my death or incapacity, and all of my obligations hereunder shall be binding upon my heirs, personal representatives, successors and assigns. Except as stated in the Offer, this tender is irrevocable.

The Offer is not being made to (nor will Tendered Options be accepted from or on behalf of) holders in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction.

3

INSTRUCTIONS

These Instructions Form Part of the Terms and Conditions of the Offer

    1.  Delivery of Letter of Transmittal.  This Letter, properly completed and duly executed, and any other documents required by this Letter, must be received by the Company at its address or facsimile number set forth on the front cover of this Letter on or before the Expiration Date. The Company will not accept any alternative or contingent tenders. By execution of this Letter, you waive any right to receive any notice of the acceptance of the Tendered Options, except as provided in the Offer to Purchase.

Delivery of this Letter to an address other than as set forth on page 1 of this Letter or transmission via facsimile to a number other than as set forth on page 1 of this Letter will not constitute a valid delivery.

The method by which you deliver any required documents is at your option and risk, and the delivery will be deemed made only when actually received by the Company. If you elect to deliver your documents by mail, the Company recommends that you use registered mail with return receipt requested and that you properly insure the documents. If you choose to deliver by facsimile, we recommend that you confirm the Company's receipt of the facsimile transmission by calling the Company at the phone number set forth on the page 1 of this Letter. In all cases, you should allow sufficient time to ensure timely delivery.

    2.  Withdrawal of Tendered Options.  Tenders of Tendered Options made pursuant to the Offer may be withdrawn at any time prior to the Expiration Date. If the Offer is extended by the Company beyond that time, you may withdraw the Tendered Options at any time until the extended expiration of the Offer and, unless accepted by the Company, at any time after 40 business days after the date of the Offer to Purchase. To withdraw Tendered Options, you must deliver a properly completed and duly executed Withdrawal of Tendered Options Letter, which accompanies the Offer to Purchase (the "Withdrawal Letter"), to the Company in the manner set forth in the Withdrawal Letter while you still have the right to withdraw the Tendered Options. Withdrawals may not be rescinded and any Tendered Options withdrawn will thereafter be deemed not properly tendered for purposes of the Offer, unless such withdrawn Tendered Options are properly re-tendered prior to the Expiration Date by following the procedures described above.

    3.  Inadequate Space.  If the space provided in the table on page 1 of this Letter is inadequate, the information requested should be provided on a separate schedule attached to this Letter.

    4.  Tenders.  If you intend to tender options pursuant the Offer, you must complete the table on page 1 of this Letter by providing the number of Option Shares subject to each grant of Tendered Options, the grant date of each grant of Tendered Options and the exercise price of each grant of Tendered Options. You may tender some, all or none of your options for purchase. See the section of the Offer to Purchase titled "The Offer."

If you do not tender all of your options, you will continue to hold such non-tendered options to acquire Option Shares after the Offer. However, after the merger in connection with which the Offer is being made, the Company will be a wholly-owned subsidiary of CBRE Holding, Inc., and the common stock of the Company will be delisted from the New York Stock Exchange and may be deregistered under the Securities Exchange Act of 1934. Accordingly, if you exercise your non-tendered options after the merger, you will receive common stock of a subsidiary of CBRE Holding, Inc., which shares will be difficult, if not impossible to sell. See the section of the Offer to Purchase titled "Significant Consequences To Non-Tendering Optionholders."

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    5.  Signatures on this Letter of Transmittal.  If this Letter is signed by the holder of the Tendered Options, the signature must correspond with the name as written on the face of the option agreement or agreements to which the Tendered Options are subject without alteration, enlargement or any change whatsoever. If this Letter is signed by a trustee, executor, administrator, guardian, attorney-in-fact or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Company of the authority of such person so to act must be submitted with this Letter.

    6.  Requests for Assistance or Additional Copies.  Any questions or requests for assistance, as well as requests for additional copies of the Offer to Purchase, this Letter or the Withdrawal Letter, may be directed to Walter Stafford at the address given on page 1 of this Letter or at (415) 733-5502. The Company will promptly furnish copies at its expense.

    7.  Irregularities.  All questions as to the number of Option Shares subject to Tendered Options to be accepted for purchase, and the validity, form, eligibility (including time of receipt) and acceptance of any Tendered Options will be determined by the Company in its discretion, which determinations shall be final and binding on all parties. The Company reserves the right to reject any or all tenders of Tendered Options the Company determines not to be in proper form or the acceptance of which may, in the opinion of the Company's counsel, be unlawful. The Company also reserves the right to waive any of the conditions of the Offer and any defect or irregularity in the tender of any particular Tendered Options, and the Company's interpretation of the terms of the Offer (including these instructions) will be final and binding on all parties. No tender of Tendered Options will be deemed to be properly made until all defects and irregularities have been cured or waived to the Company's satisfaction. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Company shall determine. Neither the Company nor any other person is or will be obligated to give notice of any defects or irregularities in tenders, and no person will incur any liability for failure to give any such notice.

    8.  Important Tax Information.  You should carefully review the section of the Offer to Purchase titled "Certain U.S. Federal Income Tax Consequences," which contains important tax information.

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Exhibit (a)(ii)

LETTER OF TRANSMITTAL
INSTRUCTIONS

EX-99.(A)(III)

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Exhibit (a)(iii)

CB RICHARD ELLIS SERVICES, INC.

Withdrawal of
Tendered Options Letter
Pursuant to the
Offer to Purchase
Dated June 19, 2001

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT NOON,
NEW YORK CITY TIME, ON JULY 18, 2001,
UNLESS CB RICHARD ELLIS SERVICES, INC. EXTENDS THE OFFER

To:  CB Richard Ellis Services, Inc.
505 Montgomery Street, 6^th Floor
San Francisco, California 94111
Attn: Walter Stafford
Telephone: (415) 733-5502
Facsimile: (415) 733-5555

    Pursuant to the terms and subject to the conditions of the Offer to Purchase dated June 19, 2001, and this Withdrawal of Tendered Options Letter, (a) I previously delivered to the Company a Letter of Transmittal (the "Letter of Transmittal") for the tender of options (the "Previously Tendered Options") to purchase shares of common stock, par value $0.01 per share ("Option Shares"), of CB Richard Ellis Services, Inc. (the "Company") outstanding under one or more of the Company's stock option plans (the "Plans") and I hereby withdraw my prior tender of the following Previously Tendered Options (to validly withdraw the tender of such Previously Tendered Options you must complete the following table according to the Instructions attached to this Withdrawal of Tendered Options Letter):

Number of Option Shares Subject
to Previously Tendered Options(1)

Grant Dates of
Previously Tendered Options

Exercise Prices of
Previously Tendered Options

(1)

List each grant of Previously Tendered Options on a separate line even if more than one grant of Previously Tendered Options was received on the same date.

    You must complete and sign the following exactly as your name appears on the Letter of Transmittal and the option agreement or agreements evidencing the options listed above. If the signature is by a trustee, executor, administrator, guardian, attorney-in-fact or another person acting in a fiduciary or representative capacity, please set forth the signer's full title and include with this

Withdrawal of Tendered Options Letter proper evidence of the authority of such person to act in such capacity.

Signature:	Date:
Name:	Address:
Capacity:
Tax ID/SSN:	Telephone No.:

    Upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 19, 2001 (the "Offer to Purchase") and in this Withdrawal of Tendered Options Letter (this "Withdrawal Letter"), I hereby withdraw my previous tender to the Company for cancellation and payment of options to purchase Option Shares specified in the table on page 1 of this Withdrawal Letter (the "Previously Tendered Options"). I hereby represent and warrant that I have full power and authority to withdraw my tender of the Previously Tendered Options.

    The name of the holder of the Tendered Options appears below exactly as it appears on the Letter of Transmittal previously delivered to the Company and the option agreement or agreements representing the Previously Tendered Options. In the appropriate boxes of the table on page 1 of this Withdrawal Letter, I have listed for each Previously Tendered Option the total number of Option Shares subject to the Previously Tendered Options, the grant dates of the Previously Tendered Options and the exercise prices.

    I understand and acknowledge that:

    (1) I may not rescind my withdrawal of Previously Tendered Options from the Offer and the withdrawn Previously Tendered Options will thereafter be deemed not properly tendered for purposes of the Offer, unless such withdrawn Previously Tendered Options are properly re-tendered prior to the Expiration Date by following the procedures described in the Offer to Purchase and the related Letter of Transmittal.

    (2) All options that I choose not to tender will remain outstanding and retain their current exercise price and vesting schedule.

    (3) After the merger in connection with which the Offer is being made, the Company will be a wholly-owned subsidiary of CBRE Holding, Inc. and the common stock of the Company will be delisted from the New York Stock Exchange and may be deregistered under the Securities Exchange Act of 1934, and with respect to any options that I choose not to tender or that are not accepted for purchase, if such options are exercised after the merger, I will receive common stock of a subsidiary of CBRE Holding, Inc., which common stock will be difficult, if not impossible to sell.

    (4) I have read the section of the Offer to Purchase titled "Significant Consequences to Non-Tendering Optionholders."

    (5) The Company has advised me to consult with my own advisors as to the consequences of participating or not participating in the Offer.

    (6) I have read, understand and agree to all of the terms and conditions of the Offer.

    All authority herein conferred or agreed to be conferred shall not be affected by, and shall survive, my death or incapacity, and all of my obligations hereunder shall be binding upon my heirs, personal representatives, successors and assigns. Except as stated in the Offer, this withdrawal of Previously Tendered Options is irrevocable.

The Offer is not being made to (nor will Tendered Options be accepted from or on behalf of) holders in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction.

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INSTRUCTIONS

These Instructions Form Part of the Terms and Conditions of the Offer

    1.  Delivery of Withdrawal of Tendered Options Letter of Transmittal.  This Withdrawal of Tendered Options Letter, properly completed and duly executed, and any other documents required by this Withdrawal of Tendered Options Letter, must be received by the Company at its address or facsimile number set forth on the front cover of this Withdrawal of Tendered Options Letter on or before the Expiration Date. The Company will not accept any alternative or contingent withdrawals of tenders.

Delivery of this Withdrawal of Tendered Options Letter to an address other than as set forth on page 1 of this Withdrawal of Tendered Options Letter or transmission via facsimile to a number other than as set forth on page 1 of this Withdrawal of Tendered Options Letter will not constitute a valid delivery.

The method by which you deliver any required documents is at your option and risk, and the delivery will be deemed made only when actually received by the Company. If you elect to deliver your documents by mail, the Company recommends that you use registered mail with return receipt requested and that you properly insure the documents. If you choose to deliver by facsimile, we recommend that you confirm the Company's receipt of the facsimile transmission by calling the Company at the phone number set forth on the page 1 of this Withdrawal of Tendered Options Letter. In all cases, you should allow sufficient time to ensure timely delivery.

    2.  Re-Tender of Withdrawn Previously Tendered Options.  Re-tenders of withdrawn Previously Tendered Options may be made pursuant to the Offer at any time prior to the Expiration Date. If the Offer is extended by the Company beyond that time, you may re-tender withdrawn Previously Tendered Options at any time until the extended expiration of the Offer. To re-tender withdrawn Previously Tendered Options, you must deliver a properly completed and duly executed Letter of Transmittal to the Company in the manner set forth in the Letter of Transmittal while you still have the right to tender options in the Offer.

    3.  Inadequate Space.  If the space provided in the table on page 1 of this Withdrawal of Tendered Options Letter is inadequate, the information requested should be provided on a separate schedule attached to this Withdrawal of Tendered Options Letter.

    4.  Withdrawal of Tenders.  If you intend to withdraw your tender of Previously Tendered Options pursuant to the Offer, you must complete the table on page 1 of this Withdrawal of Tendered Options Letter by providing the number of Option Shares subject to each grant of Previously Tendered Options, the grant date of each grant of Previously Tendered Options and the exercise price of each grant of Previously Tendered Options. You may withdraw your tender of some, all or none of your Previously Tendered Options. See the section of the Offer to Purchase titled "The Offer."

With respect to any Previously Tendered Options that you withdraw, you will continue to hold such non-tendered options to acquire Option Shares after the Offer. However, after the merger in connection with which the Offer is being made, the Company will be a wholly-owned subsidiary of CBRE Holding, Inc., and the common stock of the Company will be delisted from the New York Stock Exchange and may be deregistered under the Securities Exchange Act of 1934. Accordingly, if you exercise your non-tendered options after the merger, you will receive common stock of a subsidiary of CBRE Holding, Inc., which shares will be difficult, if not impossible to sell. See the section of the Offer to Purchase titled "Significant Consequences To Non-Tendering Optionholders."

    5.  Signatures on this Withdrawal of Tendered Options Letter.  If this Withdrawal of Tendered Options Letter is signed by the holder of the Previously Tendered Options, the signature must

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correspond with the name as written on the previously delivered Letter of Transmittal and the face of the option agreement or agreements to which the Previously Tendered Options are subject without alteration, enlargement or any change whatsoever. If this Withdrawal of Tendered Options Letter is signed by a trustee, executor, administrator, guardian, attorney-in-fact or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Company of the authority of such person so to act must be submitted with this Withdrawal of Tendered Options Letter.

    6.  Requests for Assistance or Additional Copies.  Any questions or requests for assistance, as well as requests for additional copies of the Offer to Purchase, the Letter of Transmittal or this Withdrawal of Tendered Options Letter, may be directed to Walter Stafford at the address given on page 1 of this Withdrawal of Tendered Options Letter or at (415) 733-5502. The Company will promptly furnish copies at its expense.

    7.  Irregularities.  Neither we nor any other person is obligated to give notice of any defects or irregularities in any Withdrawal of Tendered Options Letter, nor will anyone incur any liability for failure to give any such notice. We will determine, in our sole discretion, all questions as to the form and validity, including time of receipt, of any Withdrawal of Tendered Options Letter. Our determination of these matters will be final and binding.

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Exhibit (a)(iii)

NOTICE OF WITHDRAWAL
INSTRUCTIONS

EX-99.(A)(IV)

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Exhibit (a)(iv)

[CB RICHARD ELLIS LETTERHEAD]

June 19, 2001

Dear Employees:

    Enclosed you will find the details of an offer to purchase any and all of your stock options. As you know, we have entered into a merger agreement with BLUM CB Corp. and CBRE Holding, Inc., whereby we will be going private. This transaction is described in further detail in the proxy statement we have enclosed for your reference. The merger agreement provides that each option to purchase a share of CB Richard Ellis Services, Inc. common stock shall be cancelled in exchange for a cash amount equal to the greater of (i) the excess, if any, of $16.00 over the exercise price of the option and (ii) $1.00. As a result of this provision in the merger agreement, we are making this offer to purchase your stock options under the terms described in the offer to purchase that accompanies this letter.

    Please take the time to carefully read the offer to purchase and the other documents and instructions that are enclosed with this letter. In order to tender your options, you need to properly complete and sign the enclosed Letter of Transmittal and return it to us at the address or the facsimile number included in the Letter of Transmittal no later than 12:00 noon, New York City time, on July 18, 2001. You may use the enclosed addressed, stamped envelope to return the Letter of Transmittal. If you choose to deliver by mail, please note, however, that the Letter of Transmittal must be received by 12:00 noon New York City time, on July 18, 2001 and the recommended method is by registered mail with return receipt requested.

    If you have any questions about the offer to purchase your stock options, please contact Walter Stafford at CB Richard Ellis Services, Inc., 505 Montgomery Street, 6^th Floor, San Francisco, California 94111 or at (415) 733-5502.

Sincerely,

/s/ RAYMOND E. WIRTA

Raymond E. Wirta

Chief Executive Officer

Enclosures

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Exhibit (a)(iv)

EX-99.(A)(V)

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Exhibit (a)(v)

CB RICHARD ELLIS SERVICES, INC.

Notice to Non-Employee Optionholders
Regarding Substitute Form W-9

    Under U.S. federal income tax law, if your Tendered Options are accepted for payment you are required to provide the Company with your correct TIN on Substitute Form W-9 and to certify that the TIN provided on Substitute Form W-9 is correct. The TIN is your social security number. If the Company is not provided with the correct TIN, you may be subject to a $50 penalty imposed by the Internal Revenue Service and payments that are made to you with respect to Tendered Options may be subject to backup withholding.

    Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained by filing a tax return with the Internal Revenue Service. The Company cannot refund amounts withheld by reason of backup withholding.

    A Substitute Form W-9 and guidelines for completing the form are provided with these instructions for your convenience. If you have any questions, please contact Walter Stafford at CB Richard Ellis Services, Inc., 505 Montgomery Street, 6th Floor, San Francisco, California 94111 or at (415) 733-5502.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number for the Payee (You) to Give the Payer.—Social security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employee identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. All "Section" references are to the Internal Revenue Code of 1986, as amended. "IRS" is the Internal Revenue Service.

For this type of account:			Give the social security number of—
1.	Individual		The Individual
2.	Two or more individuals (joint account)		The actual owner of the account or, if combined funds, the first individual on the account1
3.	Custodian account of a minor (Uniform Gift to Minors Act)		The minor2
4.	a.	The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee1
	b.	So-called trust account that is not a legal or valid trust under state law	The actual owner1
5.	Sole proprietorship		The owner3
For this type of account:			Give the employer identification number of—
6.	Sole proprietorship		The owner3
7.	A valid trust, estate, or pension trust		The legal entity4
8.	Corporate		The corporation
9.	Association, club, religious, charitable, educational, or other tax-exempt organization		The organization
10.	Partnership		The partnership
11.	A broker or registered nominee		The broker or nominee
12	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments		The public entity
1.	List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person's number must be furnished.
2.	Circle the minor's name and furnish the minor's social security number.
3.	You must show your individual name, but you may also enter your business or "doing business as" name. You may use either your social security number of your employer identification number (if you have one).
4.	List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)
NOTE: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

Obtaining a Number

If you don't have a taxpayer identification number or you don't know your number, obtain Form SS-5, Application for a Social Security Card, at the local Social Administration office, or Form SS-4, Application for Employer Identification Number, by calling 1 (800) TAX-FORM, and apply for a number

Payees Exempt from Backup Withholding

Payees specifically exempted from withholding include:

•

An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2).

•

The United States or a state thereof, the District of Columbia a possession of the United States, or a political subdivision or wholly-owned agency or instrumentality of any one or more of the foregoing.

•

An international organization or any agency or instrumentality thereof.

•

A foreign government and any political subdivision, agency or instrumentality thereof.

Payees that may be exempt from backup withholding include:

•

A corporation.

•

A financial institution.

•

A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

•

A real estate investment trust.

•

A common trust fund operated by a bank under Section 584(a).

•

An entity registered at all times during the tax year under the Investment Company Act of 1940.

•

A middleman known in the investment community as a nominee or who is listed in the most recent publication of the American Society of Corporate Secretaries, Inc., Nominee List.

•

A futures commission merchant registered with the Commodity Futures Trading Commission.

•

A foreign central bank of issue.

Payments of dividends and patronage dividends generally exempt from backup withholding include:

•

Payments to nonresident aliens subject to withholding under Section 1441.

•

Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.

•

Payments of patronage dividends not paid in money.

•

Payments made by certain foreign organizations.

•

Section 404(k) payments made by an ESOP.

Payments of interest generally exempt from backup withholding include:

•

Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and you have not provided your correct taxpayer identification number to the payer.

•

Payments of tax-exempt interest (including exempt-interest dividends under Section 852).

•

Payments described in Section 6049(b)(5) to nonresident aliens.

•

Payments on tax-free covenant bonds under Section 1451.

•

Payments made by certain foreign organizations.

•

Mortgage interest paid to you.

Certain payments, other than payments of interest, dividends, and patronage dividends, that are exempt from information reporting are also exempt from backup withholding. For details, see the regulations under sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N.

Exempt payees described above must file Form W-9 or a substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" IN PART II OF THE FORM, AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE OF INTEREST, DIVIDENDS,OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.

Privacy Act Notice—Section 6109 requires you to provide your correct taxpayer identification number to payers, who must report the payments to the IRS. The IRS uses the number for identification purposes and may also provide this information to various government agencies for tax enforcement or litigation purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 31% of taxable interest, dividends, and certain other payments to a payee who does not furnish a taxpayer identification number to payer. Certain penalties may also apply.

Penalties

(1) Failure to Furnish Taxpayer Identification Number.—If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information With Respect to Withholding.—If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

(3) Criminal Penalty for Falsifying Information.—Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE

PAYER'S NAME: CB Richard Ellis Services, Inc.
SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service	Part 1—PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.	Social Security Number OR Employer Identification Number
Payer's Request for Taxpayer Identification Number (TIN)	PART 2 Certification—Under penalty of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and (2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the "IRS') that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding.	Part 3— / / Awaiting TIN
	CERTIFICATE INSTRUCTIONS3/4You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of under-reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out such item (2).
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	The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.
	SIGNATURE
	DATE
Sign Here

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING ON ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, a portion of all reportable payments made to me will be withheld.

Signature Date , 2001

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Exhibit (a)(v)

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER