SC 13D 1 whiteno6.txt WHITE 13D AMENDMENT NO. 6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* CB RICHARD ELLIS SERVICES, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 12489L108 (CUSIP Number) W. Brett White 200 North Sepulveda Boulevard El Segundo, California 90245-4380 (310) 563-8600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) With a copy to: Gary J. Singer, Esq. O'Melveny & Myers LLP 610 Newport Center Drive Suite 1700 Newport Beach, California 92660 May 31, 2001 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). This Amendment No. 6 amends the Statement on Schedule 13D filed with the Securities and Exchange Commission (the "Commission") with respect to CB Richard Ellis Services, Inc. (the "Issuer") on November 15, 2000, Amendment No. 1 as filed with the Commission on December 4, 2000, Amendment No. 2 as filed with the Commission on March 1, 2001, Amendment No. 3 as filed with the Commission on May 1, 2001, Amendment No. 4 as filed with the Commission on May 3, 2001 and Amendment No. 5 as filed with the Commission on May 25, 2001 (as amended, the "Schedule 13D") by W. Brett White. Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Schedule 13D. Items 2, 3, 4, 6 and 7 of the Schedule 13D are hereby amended and supplemented as follows: Item 2. Identity and Background. Item 2 of the Schedule 13D is hereby amended by adding the following paragraph: As described in Item 4 below, CBRE Holding, Inc., a Delaware corporation formerly known as BLUM CB Holding Corp. ("Holding"), and its subsidiary Newco entered into an Amended and Restated Agreement and Plan of Merger with the Issuer dated as of May 31, 2001 (as amended, the "Agreement") (attached hereto as Exhibit 1), pursuant to which, on the terms and conditions set forth therein, Newco, a wholly owned subsidiary of Holding, would be merged with and into the Issuer (the "CBRE Merger"), and holders of Common Stock (other than certain holders described in Item 4 below) would receive consideration of $16.00 per share in cash (the "CBRE Merger Consideration") in exchange for their shares. Item 3. Source of Funds and Other Consideration. Item 3 of the Schedule 13D is hereby amended by adding the following paragraphs: In connection with the Agreement, Holding has entered into an Amended and Restated Contribution and Voting Agreement, dated as of May 31, 2001 (as amended, the "Contribution Agreement") (attached hereto as Exhibit 2), with Newco, Strategic, FSEP III, FSEP International, Koll Holding, Malek, Wirta and the Reporting Person in order to provide a portion of the capital necessary to fund the Agreement. Pursuant to the Contribution Agreement, each of Strategic, FSEP III, FSEP International, Koll Holding, Malek, Wirta and the Reporting Person have agreed to contribute all of the Common Stock that they beneficially own to Holding immediately prior to the closing of the CBRE Merger. Such shares of Common Stock will be cancelled at the effective time of the CBRE Merger. In addition, concurrent with such contributions of Common Stock to Holding, Strategic has agreed to contribute to Holding between $40.9 million and $96.2 million of cash (as determined by Holding no less than twelve business days prior to the closing of the transaction contemplated by the Contribution Agreement). In addition to the financing discussed above with respect to the Contribution Agreement, Newco entered into a Purchase Agreement, dated as of May 31, 2001 (the "Purchase Agreement") (attached hereto as Exhibit 10), with Credit Suisse First Boston ("CSFB") and the other parties thereto (together with CSFB in such capacity, the "Initial Purchasers"), pursuant to which Newco has agreed to issue and sell, and the Initial Purchasers have agreed to purchase, upon the terms and subject to the conditions set forth therein, $229,000,000 aggregate principal amount of 11 1/4% Senior Subordinated Notes due 2011 (the "Senior Subordinated Notes") of Newco. The completion of the issuance and sale of the Senior Subordinated Notes is scheduled to occur on June 7, 2001 and is subject to certain customary conditions contained in the Purchase Agreement. In the event that the issuance and sale of the Senior Subordinated Notes is completed, the Initial Purchasers will purchase the Senior Subordinated Notes for an aggregate purchase price of $225,629,000, which proceeds will be deposited in an escrow account. If the CBRE Merger is not completed prior to the 75th day after the initial issuance of the Senior Subordinated Notes or the Agreement is terminated prior to the completion of the CBRE Merger, then Newco will be required to redeem the Senior Subordinated Notes for cash. If the CBRE Merger is completed within 75 days after the completion of the initial issuance of the Senior Subordinated Notes, the Issuer will assume all of the obligations of Newco under the Senior Subordinated Notes. This Schedule 13D shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Senior Subordinated Notes to be offered and sold will not be registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. In addition to the financing discussed above with respect to the Contribution Agreement, CSFB provided Newco with a Commitment Letter on February 23, 2001, which was amended on May 31, 2001 (as amended, the "CSFB Commitment Letter") (attached hereto as Exhibits 5 and 11) and DLJ Investment Funding, Inc. ("DLJ") has provided Holding with a Commitment Letter on February 23, 2001, which was amended on May 31, 2001 (as amended, the "DLJ Commitment Letter" and together, the "Commitment Letters") (attached hereto as Exhibits 6 and 12), each with respect to certain debt financing contemplated by the Agreement. Subject to the terms and conditions of the CSFB Commitment Letter, CSFB has committed to provide to Newco at least $225 million of term loan debt financing (subject to reduction as provided in the CSFB Commitment Letter, the "Term Loans") and a $100 million revolving credit facility (the "Revolving Loan"). Subject to the terms and conditions of the DLJ Commitment Letter, DLJ has committed to purchase from Holding at least $65 million of 16% Senior Notes of Holding, together with common stock of Holding representing 3.0% of Holding's total common stock including any options granted by Holding to management of Holding and the Issuer (the "Mezzanine Financing", and together with the Term Loans and the Revolving Loan, the "Financings"). The Commitment Letters have been obtained, subject to the terms and conditions thereof, to pay, together with the proceeds received pursuant to the Contribution Agreement and the Purchase Agreement, the aggregate CBRE Merger Consideration pursuant to the CBRE Merger, to refinance indebtedness of the Issuer that will become due as a result of the transactions contemplated by the Agreement, to pay all related fees and expenses and to provide additional financing for future working capital and general corporate needs of the Issuer and its subsidiaries. CSFB's and DLJ's commitments to provide the Financings are subject to execution of definitive agreements with respect thereto and other conditions as set forth in the applicable Commitment Letters. The information set forth in this Item 3 is qualified in its entirety by reference to the Agreement (attached hereto as Exhibit 1), the Contribution Agreement (attached hereto as Exhibit 2), the CSFB Commitment Letter (attached hereto as Exhibit 5), the DLJ Commitment Letter (attached hereto as Exhibit 6), the Purchase Agreement (attached hereto as Exhibit 10), the Amendment to the CSFB Commitment Letter (attached hereto as Exhibit 11) and the Amendment to the DLJ Commitment Letter (attached hereto as Exhibit 12), each of which is expressly incorporated herein by reference. Item 4. Purpose of Transaction. Item 4 of the Schedule 13D is hereby amended by adding the following paragraphs: On May 31, 2001, Newco, Holding and the Issuer entered into the Agreement (attached hereto as Exhibit 1) pursuant to which, on the terms and subject to the conditions set forth therein, Newco will be merged with and into the Issuer, and holders of Common Stock (other than certain holders described in this Item 4) will receive the CBRE Merger Consideration in exchange for each of their shares. Consummation of the transactions contemplated by the Agreement are subject to, among other things: (a) the affirmative approval of the Agreement by holders of two- thirds of the outstanding Common Stock held by stockholders other than the Reporting Person, FSEP III, FSEP International, Malek, Koll Holding, Wirta, and their respective affiliates; (b) the proceeds from the sale of the Senior Subordinated Notes shall have been released to Newco from the escrow account into which they were deposited in connection with the closing of the offering of such Senior Subordinated Notes; (c) funding contemplated by the Commitment Letters shall have been obtained on substantially the terms set forth in the Commitment Letters or the funding of alternative debt financing contemplated by Section 7.7 of the Agreement shall have been obtained on substantially comparable terms; (d) the receipt of required consents from the holders of the Issuer's 8-7/8% Senior Subordinated Notes due 2006 as set forth in the Agreement; (e) receipt of any material governmental and third party approvals (including expiration or early termination of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended); (f) the declaration of effectiveness by the SEC of a Registration Statement on Form S-1 or comparable form, together with any supplements thereto, registering shares of common stock of Holding for issuance to employees of the Issuer under the Securities Act of 1933, as amended (the "Securities Act"); and (g) the delivery to the Board of Directors of Issuer of a letter as to the solvency of the Issuer and its subsidiaries after giving effect to the CBRE Merger, the transactions contemplated by the Contribution Agreement and the Financings. The Contribution Agreement provides that each of Wirta, Koll and Koll Holding agrees that at the time of the closing under the Agreement, the warrants to acquire 84,988 shares of Common Stock beneficially owned by Wirta, Koll and Koll Holding will be converted into the right to receive $1.00 per share underlying such warrants and shall not thereafter represent the right to receive any securities of, or other consideration from, Holding or the Issuer. The information set forth in this Item 4 is qualified in its entirety by reference to the Agreement (attached hereto as Exhibit 1), the Contribution Agreement (attached hereto as Exhibit 2), the Securityholders' Agreement (attached hereto as Exhibit 3), the Warrant Agreement (attached hereto as Exhibit 4), the Amendment to the CSFB Commitment Letter (attached hereto as Exhibit 11) and the Amendment to the DLJ Commitment Letter (attached hereto as Exhibit 12), each of which is expressly incorporated herein by reference. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Item 6 of the Schedule 13D is hereby amended by adding the following paragraphs: As described in Items 2 and 4 hereof, Holding and Newco have entered into the Agreement (attached hereto as Exhibit 1) with the Issuer dated as of May 31, 2001, whereby, among other things, Newco will merge with and into the Issuer. In connection with the Agreement, each share of the Common Stock (other than as described in Item 4) will be converted into the right to receive the CBRE Merger Consideration. As described in Items 3 and 4 hereof, on May 31, 2001, Newco, Holding, Strategic, FSEP III, FSEP International, Wirta, Koll Holding, Malek and the Reporting Person entered into the Contribution Agreement (attached hereto as Exhibit 2), which sets forth certain understandings among the parties thereto with respect to certain contributions of Common Stock and cash to be made to Holding in connection with the consummation of the transactions under the Agreement. The Contribution Agreement also includes, among other things, certain agreements by the parties thereto with respect to (i) the voting of Common Stock held by them regarding the Agreement and the CBRE Merger and any potential competing acquisition proposals and (ii) the reimbursement of expenses incurred by such parties and (iii) the allocation among certain of such parties of fees received from the Issuer under the Agreement. As described in Item 3 hereof, Newco entered into a Purchase Agreement with CSFB (attached hereto as Exhibit 10) with respect to the Financings. In addition, as described in Items 3 and 4 hereof, CSFB and DLJ have provided Newco and Holding, respectively, with the Commitment Letters (together with their respective amendments, attached hereto as Exhibits 5, 6, 11 and 12) with respect to the Financings. The Financings will be used, together with the proceeds received by Holding pursuant to the Contribution Agreement, to pay the CBRE Merger Consideration to the holders of Common Stock (other than as described in Item 4), to refinance indebtedness of the Issuer that will become due as a result of the transactions contemplated by the Agreement, to pay all related fees and expenses and to provide additional financing for future working capital and general corporate needs of the Issuer and its subsidiaries. The information set forth in this Item 6 is qualified in its entirety by reference to the Agreement (attached hereto as Exhibit 1), the Contribution Agreement (attached hereto as Exhibit 2), the Securityholders' Agreement (attached hereto as Exhibit 3), the Warrant Agreement (attached hereto as Exhibit 4), the CSFB Commitment Letter (attached hereto as Exhibit 5), the DLJ Commitment Letter (attached hereto as Exhibit 6), the Confidentiality Agreement (attached hereto as Exhibit 7), the BLUM Agreement (attached hereto as Exhibit 8), the FSEP Agreement (attached hereto as Exhibit 9), the Purchase Agreement (attached hereto as Exhibit 10), the Amendment to the CSFB Commitment Letter (attached hereto as Exhibit 11) and the Amendment to the DLJ Commitment Letter (attached hereto as Exhibit 12), each of which is expressly incorporated herein by reference. Item 7. Material to be Filed as Exhibits Item 7 of the Schedule 13D is hereby amended by replacing it with the following: 1. Amended and Restated Agreement and Plan of Merger, dated as of May 31, 2001 by and among CBRE Holding, Inc., BLUM CB Corp., and CB Richard Ellis Services, Inc. (filed herewith). 2. Amended and Restated Contribution Agreement, dated as of May 31, 2001 by and 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 parties thereto (filed herewith). 3. Form of Securityholders' Agreement (filed herewith). 4. Form of Warrant Agreement (filed with Amendment No. 2 to the Schedule 13D on March 1, 2001). 5. CSFB Commitment Letter, dated as of February 23, 2001 by and between Credit Suisse First Boston and BLUM CB Corp. (filed with Amendment No. 2 to the Schedule 13D on March 1, 2001). 6. DLJ Commitment Letter, dated as of February 23, 2001 by and between DLJ Investment Funding, Inc. and BLUM CB Holding Corp. (filed with Amendment No. 2 to the Schedule 13D on March 1, 2001). 7. Confidentiality Agreement dated December 15, 2001 and the Amendment to the Confidentiality Agreement dated February 23, 2001 by and among CB Richard Ellis Services, Inc., BLUM Capital Partners, L.P., FS Equity Partners III, L.P., FS Equity Partners International, L.P., Raymond E. Wirta, W. Brett White, Frederic V. Malek and The Koll Holding Company (filed with Amendment No. 2 to the Schedule 13D on March 1, 2001). 8. BLUM Agreement dated February 23, 2001 by and between RCBA Strategic Partners, L.P., and CB Richard Ellis Services, Inc. (filed with Amendment No. 2 to the Schedule 13D on March 1, 2001). 9. FSEP Agreement dated February 23, 2001 by and among FS Equity Partners III, L.P., FS Equity Partners International, L.P. and RCBA Strategic Partners, L.P. (filed with Amendment No. 2 to the Schedule 13D on March 1, 2001). 10. Purchase Agreement dated as of May 31, 2001, by and among BLUM CB Corp., Credit Suisse First Boston and the other parties thereto (filed herewith). 11. Amendment to the CSFB Commitment Letter dated as of May 31, 2001 by and between Credit Suisse First Boston and BLUM CB Corp. (filed herewith). 12. Amendment to the DLJ Commitment Letter dated as of May 31, 2001 by and between DLJ Investment Funding, Inc. and CBRE Holding, Inc. (filed herewith). SIGNATURES After reasonable 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. Dated: June 8, 2001 W. BRETT WHITE, an individual /s/ W. Brett White -----------------------