SC 13E3/A 1 c6025413e.txt AMENDMENT NO. 4 - FINAL AMENDMENT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ----------- Schedule 13E-3 RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4 -- Final Amendment) CB Richard Ellis Services, Inc. (Name of the Issuer) CB Richard Ellis Services, Inc. CBRE Holding, Inc. RCBA Strategic 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 Frederic V. Malek Richard C. Blum Bradford M. Freeman Donald M. Koll (Names of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 12489L108 (CUSIP Number of Class of Securities) Walter V. Stafford, Esq. Copy to: Senior Executive Vice President, Secretary and General Counsel Thomas J. Murphy, Esq. CB Richard Ellis Services, Inc. McDermott, Will & Emery 505 Montgomery Street, 6th Floor 227 West Monroe Street San Francisco, California 94111 Chicago, Illinois 60606 415-733-5502 312-372-2000 Murray A. Indick, Esq. Copy to: Richard C. Blum CBRE Holding, Inc. Richard Capelouto, Esq. RCBA Strategic Partners, L.P. Simpson Thacher & Bartlett 909 Montgomery Street, Suite 400 3330 Hillview Avenue San Francisco, California 94133 Palo Alto, California 94304 415-288-7241 650-251-5000 J. Frederick Simmons Copy to: Bradford M. Freeman FS Equity Partners III, L.P. Roger Lustberg, Esq. FS Equity Partners International, L.P. Riordan & McKinzie 11100 Santa Monica Boulevard 300 South Grand Avenue, 29th Floor Suite 1900 Los Angeles, California 90071 Los Angeles, California 90025 213-629-4824 310-444-1832 Frederic V. Malek Copy to: 1455 Pennsylvania Avenue, N.W. Suite 350 Terrance Bessey, Esq. Washington, D.C. 20004 Kirkland & Ellis 202-371-0150 655 Fifteenth Street, N.W., Suite 1200 Washington, D.C. 20005 202-879-5000 Raymond E. Wirta Copy to: W. Brett White 200 North Sepulveda Boulevard Gary J. Singer, Esq. Suite 300 O'Melveny & Myers LLP El Segundo, California 90245 610 Newport Center Drive, 310-563-8600 Suite 1700 Newport Beach, California 92660 949-760-9600 The Koll Holding Company Copy to: Donald M. Koll 4343 Von Karman Avenue Gary J. Singer, Esq. Newport Beach, CA 92660 O'Melveny & Myers LLP 949-833-3030 610 Newport Center Drive, Suite 1700 Newport Beach, California 92660 949-760-9600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Persons Filing Statement) This statement is filed in connection with (check the appropriate box): a. |X| The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities Exchange Act of 1934. b. |_| The filing of a registration statement under the Securities Act of 1933. c. |_| A tender offer. d. |_| None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies. |_| Check the following box if the filing is a final amendment reporting the results of the transaction. |X| CALCULATION OF FILING FEE Transaction Valuation(1) Amount of filing fee(1) -------------------------------------------------------------------------------- $202,922,255 $40,584 (1) Pursuant to the Amended and Restated Agreement and Plan of Merger dated as of May 31, 2001, BLUM CB Corp, a wholly owned subsidiary of CBRE Holding, Inc., was merged into CB Richard Ellis Services and each outstanding share of Common Stock was converted into the right to receive $16.00, except for the shares held by either BLUM CB Corp. or CBRE Holding, Inc., which shares were cancelled in the merger without any payment therefor. Pursuant to an Amended and Restated Contribution and Voting Agreement, certain stockholders of CB Richard Ellis Services (the "Continuing Stockholders") contributed 7,967,274 shares of Common Stock to CBRE Holding, Inc. immediately prior to the merger, which shares consisted of 1,077,986 shares purchased from affiliates of a Continuing Stockholder immediately prior to the merger at a price of $16.00 per share, and 6,889,288 shares already owned by the Continuing Stockholders. Immediately prior to the merger, there were 20,337,610 shares of Common Stock outstanding. The filing fee was determined by adding (x) the product of (i) the number of shares of Common Stock to be acquired in the transactions (calculated by subtracting 7,967,274 from 20,337,610) and (ii) the transaction consideration of $16.00 in cash per share of Common Stock, plus (y) $4,996,879 expected to be paid to holders of stock options granted by CB Richard Ellis Services to purchase shares of Common Stock in exchange for the cancellation of such options ((x) and (y) together, the "Merger Consideration"). The required filing fee, calculated in accordance with Regulation 240.00-11 under the Securities Exchange Act of 1934, as amended, equals one-fiftieth of one percent of the Merger Consideration, or $40,584. A filing fee of $43,646 was previously paid. |X| Check box if any part of the fee is offset as provided by Exchange Act 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: $43,646 Filing Party: CB Richard Ellis Services, Inc. Form or registration no.: Schedule 14A Date filed: April 12, 2001
INTRODUCTION This Amendment No. 4 to Transaction Statement on Schedule 13E-3 is being filed by: (1) CB Richard Ellis Services, Inc., a Delaware corporation ("CB Richard Ellis Services"), the issuer of the equity securities that are the subject of the Rule 13e-3 transaction described herein; (2) RCBA Strategic Partners, L.P., a Delaware limited partnership, FS Equity Partners III, L.P., a Delaware limited partnership, FS Equity Partners International, L.P., a Delaware limited partnership, The Koll Holding Company, a California corporation, Raymond E. Wirta, the Chief Executive Officer and a director of CB Richard Ellis Services, W. Brett White, the Chairman of the Americas and a director of CB Richard Ellis Services, and Frederic V. Malek, a former director of CB Richard Ellis Services, each formerly a holder of common stock, par value $.01 per share, of CB Richard Ellis Services (the "Common Stock") (such holders collectively, the "Continuing Stockholders"); (3) Richard C. Blum, a director of CB Richard Ellis Services and an affiliate of RCBA Strategic Partners, L.P., Bradford M. Freeman, a director of CB Richard Ellis Services and an affiliate of FS Equity Partners III, L.P. and FS Equity Partners International, L.P., and Donald M. Koll, a former director of CB Richard Ellis Services and an affiliate of The Koll Holding Company (such directors or former directors collectively, the "Affiliated Directors"); and (4) CBRE Holding, Inc., a Delaware corporation formerly known as BLUM CB Holding Corp. ("CBRE Holding"). This Amendment No. 4 to Schedule 13E-3 is being filed as a final amendment to Schedule 13E-3 to report the results of the 13e-3 transaction described herein, pursuant to the requirements of Rule 13e-3(d)(3) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). On July 20, 2001, pursuant to an Amended and Restated Agreement and Plan of Merger dated as of May 31, 2001 (the "Merger Agreement"), among CB Richard Ellis Services, CBRE Holding and BLUM CB Corp., a Delaware corporation and a wholly-owned subsidiary of CBRE Holding ("Acquisition"), Acquisition was merged with and into CB Richard Ellis Services (the "Merger"). CB Richard Ellis Services is the surviving corporation in the Merger and at the effective time of the Merger became a wholly-owned subsidiary of CBRE Holding. Following the Merger, the Common Stock was delisted from the New York Stock Exchange. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger each issued and outstanding share of Common Stock was converted into the right to receive $16.00 in cash, other than (i) shares of Common Stock owned by CBRE Holding and Acquisition, which totaled 7,967,274 shares at such time, which were cancelled, (ii) treasury shares and shares of Common Stock owned by any of CB Richard Ellis Services' subsidiaries, which were cancelled, and (iii) shares held by stockholders who perfect appraisal rights for such shares in accordance with Delaware law. Pursuant to an Amended and Restated Contribution and Voting Agreement, dated as of May 31, 2001, among the Continuing Stockholders, CBRE Holding and Acquisition, as amended on July 19, 2001, immediately prior to the effective time of the Merger, the Continuing Stockholders contributed 7,967,274 shares of Common Stock and cash to CBRE Holding in consideration for the issuance to them of shares of Class B common stock of CBRE Holding. Such shares of Common Stock contributed to CBRE Holding were cancelled at the effective time of the Merger. Options, warrants and phantom stock units to acquire Common Stock were treated in connection with the Merger in the manner described in the proxy statement on Schedule 14A filed by CB Richard Ellis Services with the Securities and Exchange Commission on June 15, 2001 (the "Proxy Statement"). The information set forth in the Proxy Statement, including all schedules, exhibits, appendices and annexes thereto, is hereby expressly incorporated herein by reference and the responses to each item in this Amendment No. 4 are qualified in their entirety by the information contained in the Proxy Statement and the schedules, exhibits, appendices and annexes thereto. All information contained in this Amendment No. 4 concerning CB Richard Ellis Services and its subsidiaries has been supplied by CB Richard Ellis Services, all information concerning CBRE Holding has been supplied by CBRE Holding, all information concerning each of the Continuing Stockholders has been supplied by such Continuing Stockholder and all information concerning each of the Affiliated Directors has been supplied by such Affiliated Director. All references in this Amendment No. 4 to Items numbered 1001 through 1016 are references to Items contained in Regulation M-A under the Exchange Act. Item 16. Exhibits. Item 1016 (a)(i) Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 15, 2001 (incorporated herein by reference to the Proxy Statement). (a)(ii) Form of proxy card, filed with the Securities and Exchange Commission along with the Proxy Statement (incorporated herein by reference to the Proxy Statement). (a)(iii) 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). (a)(iv) Offer to Purchase, dated June 19, 2001, Letter of Transmittal and Withdrawal of Tendered Options Letter, relating to the offer by CB Richard Ellis Services, Inc. to purchase any and all outstanding options to purchase its common stock (incorporated herein by reference to Schedule TO filed by CB Richard Ellis Services, Inc. on June 19, 2001). (a)(v) Letter, dated June 22, 2001, from Raymond E. Wirta, Chief Executive Officer of CB Richard Ellis Services, Inc., to employees of CB Richard Ellis Services, Inc. and its subsidiaries (incorporated herein by reference to Schedule 14A filed by CB Richard Ellis Services, Inc. on June 22, 2001). (a)(vi) Letter, dated June 27, 2001, from James J. Didion, Chairman of the Board of CB Richard Ellis Services, Inc., to CB Richard Ellis Services, Inc. stockholders (incorporated herein by reference to Schedule 14A filed by CB Richard Ellis Services, Inc. on June 27, 2001). (a)(vii) Letter, dated July 2, 2001, from Raymond E. Wirta, Chief Executive Officer of CB Richard Ellis Services, Inc., to U.S. employees of CB Richard Ellis Services, Inc. and its subsidiaries (incorporated herein by reference to Schedule 14A filed by CB Richard Ellis Services, Inc. on July 3, 2001). (a)(viii) Letter, dated June 27, 2001, from James J. Didion, Chairman of the Board of CB Richard Ellis Services, Inc., to CB Richard Ellis Services, Inc. stockholders (incorporated herein by reference to Schedule 14A filed by CB Richard Ellis Services, Inc. on July 3, 2001). (a)(ix) Supplement, dated July 5, 2001, to Offer to Purchase, relating to the offer by CB Richard Ellis Services, Inc. to purchase any and all outstanding options to purchase its common stock (incorporated herein by reference to Amendment No. 2 to Schedule TO filed by CB Richard Ellis Services, Inc. on July 5, 2001). (a)(x) Press release dated July 20, 2001. (b)(i) Commitment Letter, dated February 23, 2001, of Credit Suisse First Boston to BLUM CB Corp., 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 Commitment Letter of Credit Suisse First Boston to BLUM CB Corp. (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., 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 Commitment Letter of DLJ Investment Funding, Inc. to CBRE Holding, Inc. (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) Amendment, dated as of June 29, 2001, to Commitment Letter of DLJ Investment Funding, Inc. to CBRE Holding, Inc. (incorporated herein by reference to Exhibit 15 to Amendment No. 8 to Schedule 13D filed by RCBA Strategic Partners, L.P. and certain of its affiliates on July 3, 2001). (b)(vi) Purchase Agreement, dated May 31, 2001, among BLUM CB Corp., CBRE Holding, Inc. and Credit Suisse First Boston Corporation on its own behalf and as representative for certain other initial purchasers (incorporated herein by reference to Exhibit 12 to Amendment No. 7 to Schedule 13D filed by RCBA Strategic Partners, L.P. and certain of its affiliates on June 5, 2001). (b)(vii) Registration Rights Agreement, dated May 31, 2001, among BLUM CB Corp., CBRE Holding, Inc. and Credit Suisse First Boston Corporation on its own behalf and as representative for certain other initial purchasers of notes of BLUM CB Corp. (incorporated herein by reference to Exhibit 17 to Amendment No. 8 to Schedule 13D filed by RCBA Strategic Partners, L.P. and certain of its affiliates on July 3, 2001). (b)(viii) Indenture, dated as of June 7, 2001, among CBRE Holding, Inc., BLUM CB Corp. and State Street Bank and Trust Company of California, N.A., as Trustee, relating to notes of BLUM CB Corp. (incorporated herein by reference to Exhibit 18 to Amendment No. 8 to Schedule 13D filed by RCBA Strategic Partners, L.P. and certain of its affiliates on July 3, 2001). (b)(ix) Purchase Agreement, dated as of June 29, 2001, between CBRE Holding, Inc. and Credit Suisse First Boston (incorporated herein by reference to Exhibit 16 to Amendment No. 8 to Schedule 13D filed by RCBA Strategic Partners, L.P. and certain of its affiliates on July 3, 2001). (b)(x) Registration Rights Agreement, dated as of July 20, 2001, between CBRE Holding, Inc. and Credit Suisse First Boston (incorporated herein by reference to Exhibit 19 to Amendment No. 9 to Schedule 13D filed by RCBA Strategic Partners, L.P. and certain of its affiliates on July 25, 2001). (b)(xi) Anti-Dilution Agreement, dated as of July 20, 2001, between CBRE Holding, Inc. and Credit Suisse First Boston (incorporated herein by reference to Exhibit 20 to Amendment No. 9 to Schedule 13D filed by RCBA Strategic Partners, L.P. and certain of its affiliates on July 25, 2001). (b)(xii) Indenture, dated as of July 20, 2001, between CBRE Holding, Inc. and State Street Bank and Trust Company of California, N.A., as Trustee, relating to notes of CBRE Holding, Inc. (incorporated herein by reference to Exhibit 21 to Amendment No. 9 to Schedule 13D filed by RCBA Strategic Partners, L.P. and certain of its affiliates on July 25, 2001). (b)(xiii) Credit Agreement, dated as of July 20, 2001, between CB Richard Ellis Services, Inc., CBRE Holding, Inc., Credit Suisse First Boston Corporation and other lenders party thereto (incorporated herein by reference to Exhibit 22 to Amendment No. 9 to Schedule 13D filed by RCBA Strategic Partners, L.P. and certain of its affiliates on July 25, 2001). (c)(i) Opinion of Morgan Stanley & Co. Incorporated (incorporated herein by reference to Appendix F of the Proxy Statement). (c)(ii) Materials presented by Morgan Stanley & Co. Incorporated to the Special Committee of the Board of Directors of CB Richard Ellis Services, Inc. on February 23, 2001.* (d)(i) Agreement and Plan of Merger, dated as of February 23, 2001, among CB Richard Ellis Services, Inc., BLUM CB Holding Corp. and BLUM CB Corp. (incorporated herein by reference to Appendix A of the Preliminary Proxy Statement on Schedule 14A filed by CB Richard Ellis Services, Inc. on April 12, 2001). (d)(ii) Amended and Restated Agreement and Plan of Merger, dated as of April 24, 2001, among CB Richard Ellis Services, Inc., CBRE Holding, Inc. and BLUM CB Corp. (incorporated herein by reference to Appendix A of the Preliminary Proxy Statement on Schedule 14A filed by CB Richard Ellis Services, Inc. on May 25, 2001). (d)(iii) Amended and Restated Agreement and Plan of Merger, dated as of May 31, 2001, 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) Contribution and Voting Agreement, dated as of February 23, 2001, among BLUM CB Holding Corp., 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 and the other investors signatory thereto (incorporated herein by reference to Appendix B of the Preliminary Proxy Statement on Schedule 14A filed by CB Richard Ellis Services, Inc. on May 25, 2001). (d)(v) 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 and the other investors signatory thereto (incorporated herein by reference to Appendix B of the Proxy Statement). (d)(vi) Amendment, dated as of July 19, 2001, to the 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 and the other investors signatory thereto (incorporated herein by reference to Exhibit 23 to Amendment No. 9 to Schedule 13D filed by RCBA Strategic Partners, L.P. and certain of its affiliates on July 25, 2001). (d)(vii) Securityholders' Agreement, dated as of July 20, 2001, among RCBA Strategic Partners, L.P., BLUM Strategic Partners II, L.P., FS Equity Partners III, L.P., FS Equity Partners International, L.P., The Koll Holding Company, Frederic V. Malek, DLJ Investment Funding, Inc., Credit Suisse First Boston Corporation, CB Richard Ellis Services, Inc., CBRE Holding, Inc. and other investors signatories thereto (incorporated herein by reference to Exhibit 25 to Amendment No. 9 to Schedule 13D filed by RCBA Strategic Partners, L.P. and certain of its affiliates on July 25, 2001). (d)(viii) Warrant Agreement, dated as of July 20, 2001 among CBRE Holding, Inc., FS Equity Partners III, L.P. and FS Equity Partners International, L.P. (incorporated herein by reference to Exhibit 26 to Amendment No. 9 to Schedule 13D filed by RCBA Strategic Partners, L.P. and certain of its affiliates on July 25, 2001). (d)(ix) Guarantee Agreement, dated as of February 23, 2001, between CB Richard Ellis Services, Inc. and RCBA Strategic Partners, L.P. (incorporated herein by reference to Appendix C of the Proxy Statement). (d)(x) Supplemental Agreement, dated as of May 31, 2001, related to Guarantee Agreement between CB Richard Ellis Services, Inc. and RCBA Strategic Partners, L.P. (incorporated herein by reference to Appendix C of the Proxy Statement). (d)(xi) 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)(xii) 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 Frederic V. Malek (incorporated herein by reference to Exhibit 7 to Amendment No. 4 to Schedule 13D filed by RCBA Strategic Partners, L.P. and certain of its affiliates February 28, 2001). (d)(xiii) Amendment to Confidentiality Agreement, dated February 23, 2001, 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 Frederic V. Malek (incorporated herein by reference to Exhibit 7 to Amendment No. 4 to Schedule 13D filed by RCBA Strategic Partners, L.P. and certain of its affiliates February 28, 2001). (f) Section 262 of the Delaware General Corporation Law (incorporated herein by reference to Appendix E of the Proxy Statement). (g) None. ----------- * Previously filed. SIGNATURES After due inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: July 25, 2001 CB RICHARD ELLIS SERVICES, INC. By: /s/ Walter V. Stafford -------------------------- Name: Walter V. Stafford Title: Executive Vice President, Secretary and General Counsel CBRE HOLDING, INC. By: /s/ Murray A. Indick -------------------------- Name: Murray A. Indick Title: Vice President RCBA STRATEGIC PARTNERS, L.P. By: RCBA GP, L.L.C. its general partner By: /s/ Claus J. Moller -------------------------- Name: Claus J. Moller Title: Managing Member FS EQUITY PARTNERS III, L.P. By: FS Capital Partners, L.P., its general partner By: FS Holdings, Inc., its general partner By: /s/ J. Frederick Simmons -------------------------- Name: J. Frederick Simmons Title: Vice President FS EQUITY PARTNERS INTERNATIONAL, L.P. By: FS&Co. International, L.P., its general partner By: FS International Holdings Limited, its general partner By: /s/ J. Frederick Simmons -------------------------- Name: J. Frederick Simmons Title: Vice President THE KOLL HOLDING COMPANY By: /s/ Donald M. Koll -------------------------- Name: Donald M. Koll Title: President /s/ Raymond E. Wirta ------------------------------- RAYMOND E. WIRTA /s/ W. Brett White ------------------------------- W. BRETT WHITE /s/ Frederic V. Malek ------------------------------- FREDERIC V. MALEK /s/ Richard C. Blum ------------------------------- RICHARD C. BLUM /s/ Bradford M. Freeman ------------------------------- BRADFORD M. FREEMAN /s/ Donald M. Koll ------------------------------- DONALD M. KOLL EXHIBIT INDEX Exhibit Number Description -------------- ----------- (a)(i) Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 15, 2001 (incorporated herein by reference to the Proxy Statement). (a)(ii) Form of proxy card, filed with the Securities and Exchange Commission along with the Proxy Statement (incorporated herein by reference to the Proxy Statement). (a)(iii) 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). (a)(iv) Offer to Purchase, dated June 19, 2001, Letter of Transmittal and Withdrawal of Tendered Options Letter, relating to the offer by CB Richard Ellis Services, Inc. to purchase any and all outstanding options to purchase its common stock (incorporated herein by reference to Schedule TO filed by CB Richard Ellis Services, Inc. on June 19, 2001). (a)(v) Letter, dated June 22, 2001, from Raymond E. Wirta, Chief Executive Officer of CB Richard Ellis Services, Inc., to employees of CB Richard Ellis Services, Inc. and its subsidiaries (incorporated herein by reference to Schedule 14A filed by CB Richard Ellis Services, Inc. on June 22, 2001). (a)(vi) Letter, dated June 27, 2001, from James J. Didion, Chairman of the Board of CB Richard Ellis Services, Inc., to CB Richard Ellis Services, Inc. stockholders (incorporated herein by reference to Schedule 14A filed by CB Richard Ellis Services, Inc. on June 27, 2001). (a)(vii) Letter, dated July 2, 2001, from Raymond E. Wirta, Chief Executive Officer of CB Richard Ellis Services, Inc., to U.S. employees of CB Richard Ellis Services, Inc. and its subsidiaries (incorporated herein by reference to Schedule 14A filed by CB Richard Ellis Services, Inc. on July 3, 2001). (a)(viii) Letter, dated June 27, 2001, from James J. Didion, Chairman of the Board of CB Richard Ellis Services, Inc., to CB Richard Ellis Services, Inc. stockholders (incorporated herein by reference to Schedule 14A filed by CB Richard Ellis Services, Inc. on July 3, 2001). (a)(ix) Supplement, dated July 5, 2001, to Offer to Purchase, relating to the offer by CB Richard Ellis Services, Inc. to purchase any and all outstanding options to purchase its common stock (incorporated herein by reference to Amendment No. 2 to Schedule TO filed by CB Richard Ellis Services, Inc. on July 5, 2001). (a)(x) Press release dated July 20, 2001. (b)(i) Commitment Letter, dated February 23, 2001, of Credit Suisse First Boston to BLUM CB Corp., 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 Commitment Letter of Credit Suisse First Boston to BLUM CB Corp. (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., 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 Commitment Letter of DLJ Investment Funding, Inc. to CBRE Holding, Inc. (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) Amendment, dated as of June 29, 2001, to Commitment Letter of DLJ Investment Funding, Inc. to CBRE Holding, Inc. (incorporated herein by reference to Exhibit 15 to Amendment No. 8 to Schedule 13D filed by RCBA Strategic Partners, L.P. and certain of its affiliates on July 3, 2001). (b)(vi) Purchase Agreement, dated May 31, 2001, among BLUM CB Corp., CBRE Holding, Inc. and Credit Suisse First Boston Corporation on its own behalf and as representative for certain other initial purchasers (incorporated herein by reference to Exhibit 12 to Amendment No. 7 to Schedule 13D filed by RCBA Strategic Partners, L.P. and certain of its affiliates on June 5, 2001). (b)(vii) Registration Rights Agreement, dated May 31, 2001, among BLUM CB Corp., CBRE Holding, Inc. and Credit Suisse First Boston Corporation on its own behalf and as representative for certain other initial purchasers of notes of BLUM CB Corp. (incorporated herein by reference to Exhibit 17 to Amendment No. 8 to Schedule 13D filed by RCBA Strategic Partners, L.P. and certain of its affiliates on July 3, 2001). (b)(viii) Indenture, dated as of June 7, 2001, among CBRE Holding, Inc., BLUM CB Corp. and State Street Bank and Trust Company of California, N.A., as Trustee, relating to notes of BLUM CB Corp. (incorporated herein by reference to Exhibit 18 to Amendment No. 8 to Schedule 13D filed by RCBA Strategic Partners, L.P. and certain of its affiliates on July 3, 2001). (b)(ix) Purchase Agreement, dated as of June 29, 2001, between CBRE Holding, Inc. and Credit Suisse First Boston (incorporated herein by reference to Exhibit 16 to Amendment No. 8 to Schedule 13D filed by RCBA Strategic Partners, L.P. and certain of its affiliates on July 3, 2001). (b)(x) Registration Rights Agreement, dated as of July 20, 2001, between CBRE Holding, Inc. and Credit Suisse First Boston (incorporated herein by reference to Exhibit 19 to Amendment No. 9 to Schedule 13D filed by RCBA Strategic Partners, L.P. and certain of its affiliates on July 25, 2001). (b)(xi) Anti-Dilution Agreement, dated as of July 20, 2001, between CBRE Holding, Inc. and Credit Suisse First Boston (incorporated herein by reference to Exhibit 20 to Amendment No. 9 to Schedule 13D filed by RCBA Strategic Partners, L.P. and certain of its affiliates on July 25, 2001). 1 (b)(xii) Indenture, dated as of July 20, 2001, between CBRE Holding, Inc. and State Street Bank and Trust Company of California, N.A., as Trustee, relating to notes of CBRE Holding, Inc. (incorporated herein by reference to Exhibit 21 to Amendment No. 9 to Schedule 13D filed by RCBA Strategic Partners, L.P. and certain of its affiliates on July 25, 2001). (b)(xiii) Credit Agreement, dated as of July 20, 2001, between CB Richard Ellis Services, Inc., CBRE Holding, Inc., Credit Suisse First Boston Corporation and other lenders party thereto (incorporated herein by reference to Exhibit 22 to Amendment No. 9 to Schedule 13D filed by RCBA Strategic Partners, L.P. and certain of its affiliates on July 25, 2001). (c)(i) Opinion of Morgan Stanley & Co. Incorporated (incorporated herein by reference to Appendix F of the Proxy Statement). (c)(ii) Materials presented by Morgan Stanley & Co. Incorporated to the Special Committee of the Board of Directors of CB Richard Ellis Services, Inc. on February 23, 2001.* (d)(i) Agreement and Plan of Merger, dated as of February 23, 2001, among CB Richard Ellis Services, Inc., BLUM CB Holding Corp. and BLUM CB Corp. (incorporated herein by reference to Appendix A of the Preliminary Proxy Statement on Schedule 14A filed by CB Richard Ellis Services, Inc. on April 12, 2001). (d)(ii) Amended and Restated Agreement and Plan of Merger, dated as of April 24, 2001, among CB Richard Ellis Services, Inc., CBRE Holding, Inc. and BLUM CB Corp. (incorporated herein by reference to Appendix A of the Preliminary Proxy Statement on Schedule 14A filed by CB Richard Ellis Services, Inc. on May 25, 2001). (d)(iii) Amended and Restated Agreement and Plan of Merger, dated as of May 31, 2001, 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) Contribution and Voting Agreement, dated as of February 23, 2001, among BLUM CB Holding Corp., 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 and the other investors signatory thereto (incorporated herein by reference to Appendix B of the Preliminary Proxy Statement on Schedule 14A filed by CB Richard Ellis Services, Inc. on May 25, 2001). (d)(v) 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 and the other investors signatory thereto (incorporated herein by reference to Appendix B of the Proxy Statement). (d)(vi) Amendment, dated as of July 19, 2001, to the 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 and the other investors signatory thereto (incorporated herein by reference to Exhibit 23 to Amendment No. 9 to Schedule 13D filed by RCBA Strategic Partners, L.P. and certain of its affiliates on July 25, 2001). 2 (d)(vii) Securityholders' Agreement, dated as of July 20, 2001, among RCBA Strategic Partners, L.P., BLUM Strategic Partners II, L.P., FS Equity Partners III, L.P., FS Equity Partners International, L.P., The Koll Holding Company, Frederic V. Malek, DLJ Investment Funding, Inc., Credit Suisse First Boston Corporation, CB Richard Ellis Services, Inc., CBRE Holding, Inc. and other investors signatories thereto (incorporated herein by reference to Exhibit 25 to Amendment No. 9 to Schedule 13D filed by RCBA Strategic Partners, L.P. and certain of its affiliates on July 25, 2001). (d)(viii) Warrant Agreement, dated as of July 20, 2001 among CBRE Holding, Inc., FS Equity Partners III, L.P. and FS Equity Partners International, L.P. (incorporated herein by reference to Exhibit 26 to Amendment No. 9 to Schedule 13D filed by RCBA Strategic Partners, L.P. and certain of its affiliates on July 25, 2001). (d)(ix) Guarantee Agreement, dated as of February 23, 2001, between CB Richard Ellis Services, Inc. and RCBA Strategic Partners, L.P. (incorporated herein by reference to Appendix C of the Proxy Statement). (d)(x) Supplemental Agreement, dated as of May 31, 2001, related to Guarantee Agreement between CB Richard Ellis Services, Inc. and RCBA Strategic Partners, L.P. (incorporated herein by reference to Appendix C of the Proxy Statement). (d)(xi) 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)(xii) 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 Frederic V. Malek (incorporated herein by reference to Exhibit 7 to Amendment No. 4 to Schedule 13D filed by RCBA Strategic Partners, L.P. and certain of its affiliates February 28, 2001). (d)(xiii) Amendment to Confidentiality Agreement, dated February 23, 2001, 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 Frederic V. Malek (incorporated herein by reference to Exhibit 7 to Amendment No. 4 to Schedule 13D filed by RCBA Strategic Partners, L.P. and certain of its affiliates February 28, 2001). (f) Section 262 of the Delaware General Corporation Law (incorporated herein by reference to Appendix E of the Proxy Statement). (g) None. ----------- * Previously filed.