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

SCHEDULE 14A INFORMATION

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

(1)

Pursuant to the Agreement and Plan of Merger dated as of February 23, 2001, BLUM CB Corp, a wholly owned subsidiary of CBRE Holding, Inc., will merge into CB Richard Ellis Services and each outstanding share of Common Stock will be converted into the right to receive $16.00, except for the shares held by either BLUM CB Corp. or CBRE Holding, Inc., which shares will be cancelled in the merger without any payment therefor. Pursuant to the Contribution and Voting Agreement dated as of February 23, 2001, certain stockholders of CB Richard Ellis Services will contribute 6,974,126 shares of Common Stock to CBRE Holding, Inc. immediately prior to the merger. As of April 2, 2001, there were 20,300,995 shares of Common Stock outstanding. The filing fee was determined by adding (x) the product of (i) the number of shares of Common Stock that are proposed to be acquired in the transactions (calculated by subtracting 6,974,126 from 20,300,995) and (ii) the transaction consideration of $16.00 in cash per share of Common Stock, plus (y) $4,996,879 payable to holders of stock options granted by CB Richard Ellis Services to purchase shares of Common Stock in exchange for the cancellation of such options ((x) and (y) together, the "Merger Consideration"). The payment of the 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.

PRELIMINARY COPY

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

TO OUR STOCKHOLDERS:

    You are cordially invited to attend a special meeting of the stockholders of CB Richard Ellis Services, Inc. to be held at       a.m., local time, on             , 2001, at            .

    At the special meeting, you will be asked to consider and vote upon the adoption of an Agreement and Plan of Merger, dated February 23, 2001, providing for the merger of BLUM CB Corp., a newly formed Delaware corporation wholly-owned by CBRE Holding, Inc., into CB Richard Ellis Services. CBRE Holding is also a newly formed Delaware corporation and it will be majority-owned immediately prior to the effective time of the merger by the following persons, who are all currently stockholders of CB Richard Ellis Services and are referred to in the proxy statement together as the "continuing stockholders":

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RCBA Strategic Partners, L.P., which is an affiliate of BLUM Capital Partners, L.P. and our director Richard Blum;



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



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



•

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



•

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



•

Frederic Malek, who is one of our directors.

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

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

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

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

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



•

the affirmative vote of holders of a majority of the outstanding shares of our common stock.

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

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

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

Sincerely,

James J. Didion
Chairman of the Board

El Segundo, California
            , 2001

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

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

PRELIMINARY COPY

    CB RICHARD ELLIS SERVICES, INC.

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

TO OUR STOCKHOLDERS:

    A special meeting of the stockholders of CB Richard Ellis Services, Inc. will be held at       a.m., local time, on            , 2001, at             , for the following purposes:

1.

To consider and vote upon a proposal to adopt the Agreement and Plan of Merger, dated February 23, 2001, by and among CB Richard Ellis Services, BLUM CB Corp., a newly-formed Delaware corporation and wholly-owned subsidiary of CBRE Holding, Inc., and CBRE Holding, Inc., also a newly-formed Delaware corporation. In the merger, each share of CB Richard Ellis Services common stock will be converted into the right to receive $16.00 in cash, without interest or any other payment, except for the shares held by the continuing stockholders, which will be contributed to CBRE Holding immediately prior to the merger and shares held by stockholders who have perfected their dissenters' rights, which will be subject to appraisal in accordance with Delaware law. As a result of the merger, BLUM CB Corp. will be merged into CB Richard Ellis Services and CB Richard Ellis Services will become a wholly-owned subsidiary of CBRE Holding. A copy of the merger agreement is attached as Appendix A to the accompanying proxy statement.



2.

To transact such other business as may properly come before the special meeting or any adjournment or postponement of the meeting.

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

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

•

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



•

holders of a majority of the outstanding shares of CB Richard Ellis Services common stock on the record date.

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

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

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

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

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

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

By Order Of The Board Of Directors,

James J. Didion
Chairman of the Board

El Segundo, California
            , 2001

TABLE OF CONTENTS

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ii

SUMMARY TERM SHEET

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

The Merger and Related Matters

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The Merger. You are being asked to adopt the merger agreement, by which BLUM CB Corp. will be merged into CB Richard Ellis Services and CB Richard Ellis Services will become a wholly-owned subsidiary of CBRE Holding, Inc. See "THE MERGER AGREEMENT."



•

Payment for Common Stock. In the merger, each outstanding share of CB Richard Ellis Services common stock owned by CB Richard Ellis Services stockholders will be converted into the right to receive $16.00 in cash, except for the shares held by the continuing stockholders, which will be contributed to CBRE Holding immediately prior to the merger in exchange for shares of common stock of CBRE Holding, and shares held by stockholders who have perfected their dissenters' rights, which will be subject to appraisal in accordance with Delaware law. See "THE MERGER AGREEMENT."



•

Stockholder Vote. The merger agreement must be adopted by the affirmative vote of the holders, as of the record date, of (1) at least two-thirds of the outstanding shares of CB Richard Ellis Services common stock owned or controlled by persons other than the continuing stockholders, who are listed below under the title "Continuing Stockholders," and their affiliates and (2) a majority of the outstanding shares of CB Richard Ellis Services common stock. Together, on the record date the continuing stockholders own or control the voting of approximately 39.7% of the outstanding shares of CB Richard Ellis Services common stock and have agreed to vote those shares in favor of the merger, which votes will count for purposes of the second vote indicated above but not the first vote indicated above. See "SPECIAL FACTORS—Interests of CB Richard Ellis Services Directors and Executive Officers in the Merger."



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Recommendation of the Board of Directors. The board of directors unanimously recommends that you vote FOR the adoption of the merger agreement. See "SPECIAL FACTORS—Recommendations of the Special Committee and Board of Directors."



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Recommendation of the Special Committee. The board of directors made its recommendation after a special committee of directors determined that the merger is fair to, and in the best interests of, the stockholders of CB Richard Ellis Services, other than the continuing stockholders, and recommended that the board of directors approve the merger agreement and recommend that our stockholders adopt the merger agreement. The special committee consisted of two of our directors who are not officers or employees of CB Richard Ellis Services and who will not retain an economic interest in CB Richard Ellis Services or the acquisition companies following the merger. See "SPECIAL FACTORS—Recommendations of the Special Committee and Board of Directors."



•

Treatment of Options. At the time of the merger, each holder of an option to acquire our common stock, whether or not vested, will have the right to receive, in consideration for the cancellation of his or her options, an amount per share of our common stock subject to the canceled options equal to the greater of (A) the amount by which $16.00 exceeds the exercise price of the option, if any, and (B) $1.00, reduced in each case by applicable tax withholding. Each holder of an option that does not elect to receive this consideration will continue to hold

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

•

Treatment of DCP Stock Fund Units. At the time of the merger, each holder of a vested stock fund unit in our deferred compensation plan, or DCP, generally will be entitled to elect to have his or her stock fund units treated in one of the following ways: (A) convert the value of the stock fund units to another alternative under the DCP, (B) receive a cash payment at a later date based upon the amount paid to holders of shares of our common stock in the merger and a fixed rate of interest that is subject to forfeit under specified circumstances or (C) continue to hold the stock fund unit in the DCP with the security underlying the stock fund unit being changed to a share of common stock of CBRE Holding. This election will be made available by CBRE Holding to holders of stock fund units solely pursuant to a valid prospectus complying with all applicable securities laws. This proxy statement is not an offer to sell, or a solicitation of an offer to buy, any of our securities or the securities of CBRE Holding. See "THE MERGER AGREEMENT—Treatment of Options; Deferred Compensation Plan and Capital Accumulation Plan."



•

Treatment of Shares Held in Our Capital Accumulation Plan. At the time of the merger, each participant in our Capital Accumulation Plan, which is our 401(k) plan, with an account balance invested in the Company Stock Fund under the Capital Accumulation Plan, will receive, in exchange for the participant's shares of our common stock in the Company Stock Fund, an amount equal to (A) the number of those shares multiplied by (B) $16.00. Each participant in the Company Stock Fund will have the opportunity, provided that a registration statement to be filed by CBRE Holding has been declared effective by the Securities and Exchange Commission, to invest the proceeds determined from the calculation above in shares of the common stock of CBRE Holding, based on a per share price equal to $16.00, subject to the following limitations: (1) the value of the CBRE Holding shares held in the participant's 401(k) account may not exceed 50% of the total value of the participant's 401(k) account; and (2) if the total number of CBRE Holding shares requested to be purchased in the 401(k) plan by participants using 401(k) plan merger proceeds exceeds 50% of the total 401(k) plan merger proceeds divided by the $16.00 per share merger consideration, then the number of CBRE Holding shares each participant may purchase to hold in the participant's 401(k) account may not exceed the participant's pro rata portion, based on the number of shares requested by the participant, of the total shares requested to be purchased by all participants. This opportunity to acquire shares of CBRE Holding common stock will be made available by CBRE Holding to eligible Capital Accumulation Plan participants solely pursuant to a valid prospectus complying with all applicable securities laws. This proxy statement is not an offer to sell, or a solicitation of an offer to buy, any of our securities or the securities of CBRE Holding. See "THE MERGER AGREEMENT—Treatment of Options; Deferred Compensation Plan and Capital Accumulation Plan."



•

Interests of Our Directors and Officers. Some of our directors and officers, including the continuing stockholders identified below, have interests in the merger that are different from, or in addition to, the interests that apply to our stockholders generally. See "SPECIAL FACTORS—Interests of CB Richard Ellis Services Directors and Executive Officers in the Merger."

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•

Opinion of Financial Advisor. The special committee and the board of directors received an opinion on February 23, 2001, from Morgan Stanley & Co. Incorporated, or "Morgan Stanley," the financial advisor to the special committee, that, as of that date and subject to and based on the considerations stated in its opinion, the $16.00 per share consideration to be received by our stockholders in the merger was fair from a financial point of view to those holders, other than CBRE Holding, BLUM CB Corp. and the continuing stockholders. See "SPECIAL FACTORS—Opinion of Financial Advisor to the Special Committee."



•

Other Offers. Under specified circumstances, the board of directors or the special committee may terminate the merger agreement and pay a termination fee if CB Richard Ellis Services desires to accept a proposal for an alternative transaction. See "THE MERGER AGREEMENT—No Solicitation" and "—Termination Fee."



•

Tax Consequences. Generally, the consideration received in the merger will be taxable for U.S. federal income tax purposes. You will recognize taxable gain or loss in the amount of the difference between $16.00 and your adjusted tax basis for each share of CB Richard Ellis Services common stock that you own. See "SPECIAL FACTORS—Material Federal Income Tax Consequences to Stockholders."



•

Conditions. The merger agreement and the transactions contemplated by the merger agreement are subject to (1) approval by the holders of a majority of the outstanding shares of our common stock and approval by the holders of two-thirds of the outstanding shares of our common stock held by stockholders other than the continuing stockholders and their affiliates, (2) the receipt of debt financing by the acquisition companies, (3) the receipt of consents from the holders of a majority of the outstanding principal amount of our 8⁷/8% senior subordinated notes to amend the indenture governing these notes, and (4) specified other conditions. See "THE MERGER AGREEMENT—Conditions to the Merger."

The Continuing Stockholders and Related Arrangements

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The Acquisition Companies. BLUM CB Corp. is a newly formed Delaware corporation that is wholly owned by CBRE Holding, Inc. CBRE Holding, which is also a newly-formed Delaware corporation, will be wholly owned by the continuing stockholders immediately prior to consummation of the merger. We refer to BLUM CB and CBRE Holding collectively as the "acquisition companies." See "INFORMATION ABOUT THE ACQUISITION COMPANIES AND THE CONTINUING STOCKHOLDERS."



•

Continuing Stockholders. Several of our current stockholders will own, after the merger, a majority of the stock of CBRE Holding, which will be the sole stockholder of CB Richard Ellis Services after the merger. These stockholders, who we refer to as the "continuing stockholders," are:



•

RCBA Strategic Partners, L.P., or "RCBA Strategic Partners," which is an affiliate of BLUM Capital Partners, L.P. and our director Richard Blum;



•

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



•

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



•

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



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



•

Frederic Malek, who is one of our directors.

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       See "INFORMATION ABOUT THE ACQUISITION COMPANIES AND THE CONTINUING STOCKHOLDERS."

•

Shares Owned by the Continuing Stockholders. As of the record date for the special meeting, the continuing stockholders owned or controlled the voting of an aggregate of 8,052,112 shares, or 39.7%, of the outstanding CB Richard Ellis Services common stock. They also held, as of the record date, options and warrants to purchase an additional 517,340 shares of CB Richard Ellis Services common stock. Pursuant to a contribution and voting agreement discussed below, immediately prior to the merger, each of the continuing stockholders will contribute all of the shares of outstanding CB Richard Ellis Services common stock that they own to CBRE Holding and CBRE Holding will issue an equal number of its shares of common stock to the continuing stockholders. Various affiliates of RCBA Strategic Partners, L.P. that hold an aggregate of 1,077,986 shares of CB Richard Ellis Services common stock will have their shares converted into the right to receive $16.00 in cash per share in the merger. Each option then held by the continuing stockholders upon the consummation of the merger will be treated in the manner described above under the title "Treatment of Options." All of the warrants to acquire our common stock held by the continuing stockholders will be cancelled, although specified continuing stockholders will receive consideration for these cancellations. See "SPECIAL FACTORS—Interests of CB Richard Ellis Services Directors and Executive Officers in the Merger" and "PRINCIPAL STOCKHOLDERS AND MANAGEMENT OWNERSHIP."



•

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



•

Contribution and Voting Agreement. The continuing stockholders have entered into a contribution and voting agreement among themselves and the acquisition companies under which they agreed to vote all the shares of our common stock that they own, and any shares as to which they control the voting, in favor of the merger agreement, except under specified circumstances. Also pursuant to the contribution and voting agreement, the continuing stockholders have agreed to contribute all of the shares of CB Richard Ellis Services common stock that they hold or control, except for 1,077,986 shares, to CBRE Holding and CBRE Holding will issue an equal number of its shares of common stock to the continuing stockholders. In addition, at the time of the closing, RCBA Strategic Partners or its affiliates will purchase for cash, at a price of $16.00 per share of CBRE Holding common stock, an aggregate amount of shares of CBRE Holding common stock equal to between $60.8 million and $109.9 million in value. The exact number of shares purchased for cash by RCBA Strategic Partners or its affiliates will depend upon the total number of shares purchased by employees of CB Richard Ellis Services in the anticipated offerings referenced below under the title "Offering to Employees." This proxy statement is not

4

an offer to sell, or a solicitation of an offer to buy, any of our securities or the securities of CBRE Holding. See "SPECIAL FACTORS—Interests of CB Richard Ellis Services Directors and Executive Officers in the Merger."

The Special Meeting and Related Matters

•

Special Meeting. The vote of our stockholders regarding the adoption of the merger agreement will occur at a special meeting of our stockholders that will be held at   a.m., local time, on        , 2001 at             . See "THE SPECIAL MEETING."



•

Eligibility to Vote. Holders of CB Richard Ellis Services common stock at the close of business on      , 2001, the record date for the special meeting, may vote at the special meeting in person or by proxy. See "THE SPECIAL MEETING."



•

Voting Procedures. In order to cast a vote on the merger, or change a proxy you have already sent to us, you must follow the procedures described in this proxy statement under "THE SPECIAL MEETING."



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Appraisal Rights. You may dissent from the merger and seek appraisal of the fair value of your shares, but only if you comply with all requirements of Delaware law summarized in this proxy statement under "SPECIAL FACTORS—Dissenters' Rights of Appraisal" and attached as Appendix E to this proxy statement.

Contact for Questions

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

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

Consequences of the Merger

•

After the Merger. This is a "going private" transaction and upon completion of the merger, CB Richard Ellis Services will be a wholly-owned subsidiary of CBRE Holding and will no longer be a publicly- traded company. Unless you are an employee of CB Richard Ellis Services or its subsidiaries at the time of the closing of the merger agreement and you decide to participate in the offerings described below, you will not own any CB Richard Ellis Services common stock or common stock of either of the acquisition companies after completion of the merger. See "SPECIAL FACTORS—Interests of CB Richard Ellis Services Directors and Executive Officers in the Merger."



•

Offerings to Employees. Pursuant to a registration statement and related prospectuses to be filed with the Securities and Exchange Commission, CBRE Holding anticipates offering shares of its common stock and options to acquire shares of its common stock to employees of CB Richard Ellis Services and its subsidiaries, which shares will include shares to be held in the CB Richard Ellis Services 401(k) plan, shares underlying stock fund units in the CB Richard Ellis Services deferred compensation plan and shares underlying stock options. These offerings will only be made pursuant to prospectuses complying with applicable securities laws. This proxy statement is not an offer to sell, or a solicitation of an offer to buy, any of our securities or the securities of CBRE Holding. See "SPECIAL FACTORS—Anticipated Offerings by CBRE Holding."

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QUESTIONS AND ANSWERS ABOUT THE MERGER

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

Q:

What am I being asked to vote upon?

A:

You are being asked to adopt a merger agreement that provides for BLUM CB Corp. to be merged into CB Richard Ellis Services. BLUM CB Corp., a newly formed Delaware corporation, is wholly owned by CBRE Holding, Inc., also a newly-formed Delaware corporation. If the merger is completed, CB Richard Ellis Services will be a wholly-owned subsidiary of CBRE Holding and will no longer be a publicly-traded corporation and you will no longer own shares of CB Richard Ellis Services common stock or stock of BLUM CB Corp. or CBRE Holding.

Q:

What will I receive for my CB Richard Ellis Services common stock if the merger is completed?

A:

Each of your shares of CB Richard Ellis Services common stock will be converted automatically into the right to receive $16.00 in cash, without interest or any other payment, except that if you perfect your dissenters' rights your shares will be subject to appraisal in accordance with Delaware law.

Q:

What do the special committee of the board of directors and the board of directors recommend regarding the merger agreement?

A:

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

Q:

Do any members of our board of directors or management have interests in the merger that may be different from our stockholders?

A:

Some of our directors and officers, including each of the continuing stockholders, have interests in the merger that are different from, or in addition to, the interests of our stockholders generally. For additional information regarding these interests, you should read the section of this proxy statement titled "SPECIAL FACTORS—Interests of CB Richard Ellis Services Directors and Executive Officers in the Merger."

Q:

Why did the board of directors form the special committee?

A:

Our board of directors formed the special committee because a majority of the members of our board of directors consist of persons who are, or are affiliated with, the continuing stockholders or are employees or former employees of CB Richard Ellis Services. Both of the members of the special committee, Stanton Anderson and Paul Leach, are directors who are not officers or employees of CB Richard Ellis Services and who will not retain an economic interest in CB Richard Ellis Services or the acquisition companies following the merger. The special committee independently selected and retained legal and financial advisors to assist it.

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Q:

Who are the continuing stockholders?

A:

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

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RCBA Strategic Partners, L.P., which is an affiliate of BLUM Capital Partners, L.P. and our director Richard Blum;

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

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

•

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

•

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

•

Frederic Malek, who is one of our directors.

Q:

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

A:

Each of the continuing stockholders will contribute the shares of our common stock that he or it owns to CBRE Holding immediately prior to the effective time of the merger in exchange for an equal number of shares of common stock of CBRE Holding. However, various affiliates of RCBA Strategic Partners that hold an aggregate of 1,077,986 shares of CB Richard Ellis Services common stock will have their shares converted into the right to receive $16.00 in cash per share in the merger. The shares of our common stock held by CBRE Holding at the effective time of the merger will be cancelled and CBRE Holding will not receive any payment for those shares. The options to acquire our common stock held by the continuing stockholders will be treated the same as the options held by our other stockholders. All warrants to acquire our common stock, including those held by the continuing stockholders, will effectively be terminated in connection with the merger. However, CBRE Holding has agreed to issue, at the time of the merger, warrants to acquire CBRE Holding common stock to the continuing stockholders affiliated with Freeman Spogli that currently hold warrants to acquire our common stock. In addition, CBRE Holding has agreed with Ray Wirta and The Koll Holding Company to pay to them $1 per share of our common stock underlying the warrants that they currently own.

Q:

Are there conditions to the completion of the merger?

A:

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

•

adoption of the merger agreement by the holders of two-thirds of our outstanding shares held by stockholders other than the continuing stockholders and their affiliates and by the holders of a majority of the outstanding shares of our common stock;

•

the receipt of debt financing by the acquisition companies;

•

the receipt of consents from the holders of a majority of the outstanding principal amount of our 8⁷/8% senior subordinated notes to amend the indenture governing those notes;

•

the accuracy of representations and warranties made by the parties;

•

the fulfillment by the parties of various contractual obligations;

•

the absence of material adverse changes to CB Richard Ellis Services; and

•

other customary closing conditions.

7

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

Q:

When do you expect the merger to be completed?

A:

We are working toward completing the merger as quickly as possible. We expect to complete the merger on or about            , 2001.

Q:

Will I owe any U.S. federal income tax as a result of the merger?

A:

The receipt of cash for shares of CB Richard Ellis Services common stock in the merger will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local, foreign or other tax laws. Generally, for U.S. federal income tax purposes you will recognize gain or loss equal to the difference between $16.00 per share and your adjusted tax basis for the shares of CB Richard Ellis Services common stock that you owned immediately before the merger. For U.S. federal income tax purposes, this gain or loss generally would be a capital gain or loss if you held the shares as a capital asset.

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

Q:

When and where is the special meeting?

A:

The special meeting of CB Richard Ellis Services stockholders will be held at   a.m., local time, on            , 2001.

Q:

Who can vote on the merger agreement?

A:

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

Q:

What vote is required to adopt the merger agreement?

A:

The merger agreement must be adopted:

•

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

•

by the affirmative vote of the holders of at least a majority of the outstanding shares of our common stock.

Q:

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

A:

Yes. The continuing stockholders have entered into a contribution and voting agreement with each other and the acquisition companies under which the continuing stockholders, subject to exceptions, agreed to vote the shares of CB Richard Ellis Services common stock that they own or control in favor of the adoption of the merger agreement. These votes would count for purposes of the second vote indicated in the immediately preceding question but not for the first vote indicated. On the record date for the special meeting, the continuing stockholders owned or controlled 8,052,112 shares of our common stock, representing approximately 39.7% of the outstanding shares. A copy of the contribution and voting agreement is attached as Appendix B to this proxy statement.

Q:

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

A:

For each share of CB Richard Ellis Services common stock underlying options that you hold you will be entitled to receive the greater of (A) the amount by which $16.00 exceeds the exercise price

8

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

Q:

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

A:

For each of your stock fund units in the CB Richard Ellis Services Deferred Compensation Plan, or "DCP," that has vested prior to the merger, you will be able to elect one of the following three choices:

•

You can convert the value of your vested stock fund units, as determined using a price of $16.00 per stock fund unit, into any of the insurance mutual fund alternatives available under the DCP;

•

You can receive a cash payment on the one-year anniversary of the merger, which payment will include (A) the value of your vested stock fund units, as determined using a price of $16.00 per stock fund unit, and (B) interest at a rate of 10% per year from the effective time of the merger through the one-year anniversary of the merger. However, if prior to the one year anniversary of the merger your employment is terminated for cause by CB Richard Ellis Services or you resign your employment, then you will not receive the interest payment referred to in clause (B) above.

•

You can continue to hold your vested stock fund units in your account under the DCP. However, the DCP will be amended prior to the merger so that your stock fund units will represent the right to receive an equal number of shares of the common stock of CBRE Holding and will no longer represent the right to receive common stock of CB Richard Ellis Services.

Please note that CBRE Holding will be making this choice available to you only pursuant to a prospectus complying with applicable securities laws, and that prospectus will be provided to you.

Each of your stock fund units that has not vested prior to the merger will continue to be held in your account under the DCP. However, after the merger your unvested CB Richard Ellis Services stock fund units will represent the right to receive an equal number of shares of the common stock of CBRE Holding and will no longer represent the right to receive common stock of CB Richard Ellis Services.

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

Q:

What will I receive if I have an account balance in the CB Richard Ellis Services capital accumulation plan invested in CB Richard Ellis Services common stock?

A:

Each of the shares of CB Richard Ellis Services common stock that you hold in the current CB Richard Ellis Services Capital Accumulation Plan, our 401(k) plan, will be canceled and converted automatically into the right to receive $16.00 in cash, without interest or any other payment, except that if you perfect your dissenters' rights your shares will be subject to appraisal in accordance with Delaware law. If you hold shares of our common stock in your 401(k) plan account, you will be permitted to invest the proceeds you receive in the merger for these shares in shares of CBRE Holding common stock held in an amended version of the 401(k) plan, subject to two limitations: (1) the value of the CBRE Holding shares held in your 401(k) account may not exceed 50% of the total value of your 401(k) account, and (2) if the total number of CBRE Holding shares requested

9

to be purchased in the 401(k) plan by participants using their 401(k) plan merger proceeds exceeds 50% of the total 401(k) plan merger proceeds divided by the merger consideration, then the number of CBRE Holding shares you may purchase to hold in your 401(k) account may not exceed your pro rata portion, based on number of shares requested, of the total shares requested to be purchased by all participants. Please note that CBRE Holding will allow these eligible persons to invest in its shares held in the amended 401(k) plan only pursuant to a prospectus complying with applicable securities laws, and that prospectus will be provided. This proxy statement is not an offer to sell, or a solicitation of an offer to buy, any of our securities or the securities of CBRE Holding.

Q:

What do I need to do now?

A:

After you have carefully reviewed this proxy statement, please mark your vote on the accompanying proxy card and sign and mail it in the enclosed return envelope as soon as possible. This will ensure that your shares will be represented at the special meeting. If you sign and send in the proxy card and do not indicate how you want to vote, your proxy will be voted FOR the adoption of the merger agreement. If you do not vote by either sending in your proxy card or voting in person at the special meeting, it will have the same effect as a vote AGAINST the adoption of the merger agreement.

Q:

If my shares are held in "street name" by my broker, will my broker vote my shares for me?

A:

Your broker will vote your shares only if you provide written instructions as to how to vote your shares. You should follow the directions provided by your broker regarding how to instruct your broker to vote your shares. Without instructions, your shares will not be voted by your broker and the failure to vote will have the same effect as a vote AGAINST the approval and adoption of the merger agreement.

Q:

What rights do I have to dissent from the merger?

A:

If you wish, you may dissent from the merger and seek an appraisal of the fair value of your shares, but only if you comply with the requirements of Delaware law which are attached as Appendix E to this proxy statement and which are summarized in the section of this proxy statement titled "SPECIAL FACTORS—Dissenters' Rights of Appraisal." Based on the determination of the Delaware Court of Chancery, the appraised fair value of your shares of our common stock, which will be paid to you if you properly perfect your appraisal rights, may be more than, less than or equal to the $16.00 per share to be paid in the merger.

Q:

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

A:

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

•

you can send a written notice to us dated later than your proxy card stating that you would like to revoke your current proxy;

•

you can complete and submit a new proxy card dated later than your original proxy card; or

•

you can attend the special meeting and vote in person.

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

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Q:

Should I send in my stock certificates now?

A:

No. If the merger is completed, we will promptly send you written instructions for sending in your stock certificates in exchange for the $16.00 per share cash payment for your shares.

Q:

Who can help answer my questions?

A:

The information provided above in the summary term sheet and in the "question and answer" format is for your convenience only and is merely a summary of the information contained in this proxy statement. You should carefully read this entire proxy statement, including the attached appendices and the documents we refer to in this proxy statement. If you have more questions about the merger you should contact our proxy solicitor:

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

11

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

•

changes in interest rates, and the availability, cost and terms of financing;



•

the outcomes of pending lawsuits against us;



•

economic conditions generally;



•

demand for the services that we provide;



•

competition;



•

our ability to attract and retain qualified personnel;



•

changes in business strategy or development plans; and



•

other factors discussed elsewhere in this proxy statement and in the documents that we file with the Securities and Exchange Commission.

    You are cautioned not to place undue reliance on forward-looking statements, which reflect management's view only as of the date of this proxy statement or as of such earlier date as indicated in this proxy statement. All forward-looking statements included in this proxy statement and all subsequent forward-looking statements attributable to CB Richard Ellis Services or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. We undertake no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.

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SPECIAL FACTORS

Background of the Merger

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

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

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

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

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

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

13

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

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

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

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

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

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

14

The letter agreement also set forth various obligations of the continuing stockholders relating to the proposal, including their obligation to support the proposal.

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

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

•

review and evaluate the proposal submitted by BLUM CB Corp. and accept, reject or negotiate that proposal;



•

receive or solicit, and then consider and negotiate, alternative proposals or determine not to enter into any transaction;



•

retain advisors;



•

determine whether any transaction is fair to and in the best interest of CB Richard Ellis Services and its stockholders; and



•

recommend action to the board of directors regarding a transaction.

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

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

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

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

15

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

•

the background of the proposal;



•

the rationale for the transaction;



•

the proposed equity and debt financing, particularly the status of debt financing in light of the "market out" letter from CSFB;



•

the stockholder vote required for approval; and



•

the possible timing for the transaction.

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

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

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

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

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

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

16

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

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

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

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

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

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

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

17

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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    On February 23, 2001 the investment committee of the general partner of RCBA Strategic Partners met and approved an increase in the merger consideration to $16.00 per share. At approximately the same time, the principals of Freeman Spogli also met and approved the increase in the merger consideration. Following these meetings, a representative of BLUM CB Corp. called a representative of Morgan Stanley and increased the merger consideration being offered under BLUM CB Corp.'s proposal to $16.00 per share.

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

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

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

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

Recommendations of the Special Committee and Board of Directors

    On February 23, 2001, the special committee of our board of directors unanimously determined that the terms of the merger and the merger agreement are fair to and in the best interests of our stockholders, other than the continuing stockholders, and recommended that the board of directors approve and declare advisable the merger and the merger agreement, submit the merger agreement to our stockholders and recommended that our stockholders approve the merger and adopt the merger agreement.

    The special committee considered a number of factors, as more fully described above under "—Background of the Merger" and below under "—Reasons for the Special Committee's Determination," in determining to recommend that the board of directors and stockholders adopt the merger agreement.

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    On February 23, 2001, our board of directors, acting upon the recommendation of the special committee, determined that the terms of the merger and the merger agreement are advisable, and are fair to, and in the best interests of, our stockholders, other than the continuing stockholders. Our board of directors unanimously recommends that you vote FOR the adoption of the merger agreement.

Reasons for the Special Committee's Determination

    In reaching its conclusion on February 23, 2001, the special committee considered the following material factors, each of which the special committee believed supported its conclusion but which are not listed in any relative order of importance:

•

The fact that the $16.00 per share price represents a premium of approximately 28% over the closing price of a share of our common stock on November 9, 2000, the last trading day prior to the presentation of BLUM CB Corp.'s initial proposal to us, a premium of 8% over the highest trading price of a share of CB Richard Ellis Services common stock during the 52-week period prior to the execution of the merger agreement and a premium of 75.2% over the lowest trading price of a share of CB Richard Ellis Services common stock during the 52-week period prior to the execution of the merger agreement.



•

The lack of any competing proposals from third parties for the acquisition of CB Richard Ellis Services. In particular, the special committee noted that (1) the BLUM CB Corp. proposal and the special committee's authority to seek alternative proposals had been publicly known for over three months before the execution of the merger agreement and (2) over two months before execution of the merger agreement the special committee publicly disclosed that it had instructed Morgan Stanley to pursue third party interest in a transaction with us. The special committee also considered the fact that Morgan Stanley had contacted at least 33 potential strategic and financial acquirors, none of which expressed sufficient interest to propose specific terms or to execute a confidentiality agreement in order to receive confidential information concerning our company.



•

The opinion of Morgan Stanley, dated February 23, 2001, as to the fairness, from a financial point of view, of the $16.00 price per share consideration to be received by the holders of our common stock, other than the acquisition companies and the continuing stockholders, and the related financial analyses. See "—Opinion of Financial Advisor to the Special Committee" for a discussion of the factors that Morgan Stanley considered in rendering its opinion. The opinion is included as Appendix F to this proxy statement. We urge you to read the Morgan Stanley opinion carefully and in its entirety.



•

The arm's-length negotiations between the special committee and the continuing stockholders with respect to the terms of the merger agreement, including with respect to the consideration to be paid in the merger. As a result of its negotiations, the special committee believed that $16.00 per share was the best price reasonably available from the continuing stockholders. These negotiations also supported the special committee's conclusion, further discussed below, that the terms of the merger were determined by a process that was procedurally fair to the holders of our common stock other than the continuing stockholders.



•

The limited trading volume, institutional ownership and public float of our common stock, our small market capitalization and the limited research coverage from market analysts, all of which the special committee believed continued to adversely affect the trading market for, and the value of, our common stock. These factors supported the conclusion that it was preferable from the perspective of holders of our common stock, other than the continuing stockholders, to sell their shares in the merger, rather than continue to own those shares subject to the risks presented by the limited trading market.

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•

The special committee's knowledge of our business, assets, financial condition and results of operations and prospects and of the real estate services industry in which we operate. In particular, the special committee considered the deterioration of economic conditions since the date of the BLUM CB Corp. initial proposal and the vulnerability of real estate services firms to economic downturns and recessions. Based on this knowledge and the other factors considered by the special committee, the special committee concluded that, from the perspective of the holders of our common stock, other than the continuing stockholders, it was preferable to receive a price of $16.00 per share pursuant to the merger, rather than continue to own the stock of CB Richard Ellis Services, the value of which would be subject to the risks of economic conditions, future performance and the market's reaction to that performance and of the real estate services industry.



•

The commitments for debt financing represented by the commitment letters.



•

The fact that under Delaware law the merger must be approved by the vote of the holders of at least two-thirds of the outstanding shares of our common stock other than the continuing stockholders and their affiliates.



•

The terms of the merger agreement and related agreements, including:

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

•

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

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

•

The fact that, following the merger, our current stockholders, other than (1) employees who purchase shares of CBRE Holding in an anticipated offering by CBRE Holding or who elect to acquire an equity interest in CBRE Holding through the amended DCP or 401(k) plans, each of which offerings will be made by CBRE Holding only pursuant to a prospectus complying with applicable securities laws, and (2) the continuing stockholders, will cease to participate in any future earnings growth or increase in value of CB Richard Ellis Services. This proxy statement is not an offer to sell, or a solicitation of an offer to buy, any of our securities or the securities of CBRE Holding.

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•

The actual or potential conflicts of interest that some of the executive officers and directors of CB Richard Ellis Services have in connection with the merger, including the continuing stockholders' equity stake in CBRE Holding following the merger and the employment and other arrangements agreed to by the acquisition companies and Messrs. Wirta and White described under "—Interests of CB Richard Ellis Services Directors and Executive Officers in the Merger." The special committee noted that this equity stake and other arrangements may have created a conflict between the economic interests of the continuing stockholders and the interests of other CB Richard Ellis Services stockholders in connection with the board of directors' consideration of the merger. However, the special committee believed that these conflicts of interest were mitigated by the establishment of the special committee to negotiate the terms of the merger agreement and to evaluate the fairness of the merger.



•

The possibility that the merger will not be able to be consummated, including the possibility that our stockholders other than the continuing stockholders and their affiliates will not approve the merger by the requisite two-thirds vote under Delaware law. However, the special committee believed this factor was mitigated by the fact that (1) we are not obligated to pay any fees or expenses of the continuing stockholders under the merger agreement in the event that the requisite stockholder vote is not obtained, unless a competing bid has been previously made, and (2) the special committee had consulted a proxy solicitation firm which indicated its belief that the requisite vote could be obtained.



•

The possibility that the merger will not be able to be consummated, including the possibility that the proposed debt financing will not be available due to the failure of the required conditions in the applicable commitment letters. However, the special committee believed this risk was mitigated by the fact that financing contemplated by the revised commitment letters was significantly less contingent than the originally proposed financing.

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

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

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Reasons for the Board of Directors' Determination

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

Fairness of the Merger to Stockholders Other than the Continuing Stockholders

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

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

•

review and evaluate the BLUM CB Corp. proposal and accept, reject or negotiate that proposal;



•

receive or solicit, and then consider and negotiate, alternative proposals or determine not to enter into any transaction;



•

retain advisors;



•

determine whether any transaction is fair to and in the best interests of CB Richard Ellis Services and its stockholders; and



•

recommend action to the board of directors regarding a transaction.

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

•

no member of the special committee is either a current or former officer or employee of CB Richard Ellis Services or will retain an economic interest in CB Richard Ellis Services or the acquisition companies following the merger, and the special committee unanimously recommended the merger;



•

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



•

the special committee retained its own financial and legal advisors, which advisors have extensive experience with transactions similar to the merger and which assisted the special committee in its negotiations with the continuing stockholders;

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•

the special committee conducted extensive arm's-length negotiations with the continuing stockholders and had the authority to solicit, consider and negotiate the terms of, and accept or reject alternative proposals and to reject the transaction proposed by BLUM CB Corp.; and



•

the special committee and the board of directors received the opinion of Morgan Stanley as to the fairness, from a financial point of view, of the merger consideration to the holders of shares of CB Richard Ellis Services common stock, other than the acquisition companies and the continuing stockholders. See "—Opinion of Financial Advisor to the Special Committee."

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

The Continuing Stockholders' Purposes and Reasons for the Merger

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

•

enable CBRE Holding and BLUM CB Corp. to acquire the entire equity interest in us; and



•

to provide our stockholders, other than the continuing stockholders, with an opportunity to liquidate their investment in us for cash at a significant premium to the market prices for our common stock prior to the announcement of BLUM CB Corp.'s initial proposal.

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

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

Position of the Continuing Stockholders

    The rules of the SEC require the continuing stockholders to express their belief as to the fairness of the merger to our stockholders, other than the continuing stockholders and their affiliates. In making this determination, the continuing stockholders considered the following material factors:

•

that the $16.00 per share price represents a premium of approximately 28% over the closing price of a share of our common stock on November 9, 2000, the last trading day prior to the presentation of BLUM CB Corp.'s initial proposal to us, a premium of 8% over the highest trading price of a share of our common stock during the 52-week period prior to the execution of the merger agreement and a premium of 75.2% over the lowest trading price of a share of our common stock during the 52-week period prior to the execution of the merger agreement;



•

that a special committee was formed, comprised entirely of directors that were not current or former officers or employees of CB Richard Ellis Services and would not have an economic

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interest in us or the acquisition companies following the merger, and the special committee retained its own financial and legal advisors, which advisors have extensive experience with transactions similar to the merger and which assisted the special committee in its negotiations with the continuing stockholders;

•

the procedures utilized by the special committee and our board of directors, as understood by the continuing stockholders, to negotiate and approve the merger and the merger agreement;



•

the arms-length nature of the negotiations with respect to the merger agreement;



•

the terms and conditions of the merger and the merger agreement, including the amount and form of the consideration, as well as the parties' mutual representations, warranties and covenants, and the conditions to their respective obligations, which allows us to negotiate with any person or entity that makes an unsolicited proposal to acquire us and to terminate the merger agreement under specified circumstances;



•

that the special committee unanimously recommended to the board of directors that the merger agreement be adopted, and both the special committee and board of directors determined that the merger and the merger agreement are fair to and in the best interests of the CB Richard Ellis Services stockholders other than the continuing stockholders;



•

that the special committee and our board of directors received the opinion of Morgan Stanley, dated February 23, 2001, as to the fairness, from a financial point of view, of the $16.00 price per share of our common stock to be paid to the holders of that common stock, other than the acquisition companies and the continuing stockholders; and



•

under Delaware law the merger must be approved by the vote of the holders of at least two-thirds of our outstanding common stock other than the continuing stockholders and their affiliates.

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

    None of the continuing stockholders considered our net book value to be a material factor in determining the fairness of the transaction to our stockholders because our net book value on a per share basis is less than the price offered in the merger and historical trading prices of our common stock. None of the continuing stockholders conducted a liquidation valuation of us, primarily because none believed liquidation value to be indicative of our value. The continuing stockholders believed that the liquidation value of our assets was not indicative of our value primarily because our assets include a significant amount of goodwill and other property that is either not readily transferable or restricted from transfer and of a variety not susceptible to meaningful valuation. Therefore, the continuing stockholders did not consider our liquidation value relevant in determining a price to offer for our equity. The continuing stockholders did not establish a pre-merger going concern value for our equity for the purposes of determining the fairness of the merger consideration to our stockholders other than the continuing stockholders. In addition, none of the continuing stockholders considered the prices paid by us for past purchases of our common stock because those purchases were made at the then current market price. None of the continuing stockholders relied on any report, opinion or appraisal in determining the fairness of the transaction to our stockholders other than the continuing stockholders, but none disagree with the conclusion expressed by Morgan Stanley in its opinion to the special committee and our board of directors.

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Financial Projections of CB Richard Ellis Services

General

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

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

    The projections and operating plans were based upon a variety of assumptions made at the time the projections and operating plans were prepared, including the ability to achieve strategic goals, objectives and targets over the applicable period. These assumptions involved judgments about future economic, competitive, regulatory and financial market conditions, and about future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. You should understand that many important factors, in addition to those discussed elsewhere in this proxy statement, could cause results to differ materially from those expressed in forward-looking information. These factors include the competitive environment, economic and other market conditions in which we operate, cyclical and seasonal fluctuations in operating results and matters affecting business generally. Accordingly, we caution against undue reliance on the information contained in the projections and operating plans below. We do not intend to update or revise these projections to reflect circumstances existing after the date they were prepared or to reflect the occurrence of future events, except and to the extent otherwise required by law. See "CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS."

2000-2004 Projections

    The operating plan that we prepared beginning in late 1999 for the year 2000 called for revenue of $1,282.9 million, EBITDA of $144.7 million and diluted earnings per share of $1.36. We used that operating plan to develop the projections that were provided to the acquisition companies and the continuing stockholders and subsequently to the special committee. We first developed projections for the year 2000 by combining our actual results of operations for the six months ended June 30, 2000

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with results of operations for the six months ended December 31, 2000 derived from our 2000 operating plan. We then developed projections for the years 2001 through 2004 by applying various growth assumptions to the 2000 projections. The projections included figures based on three different scenarios, a "base case," a "recession case" and an "optimistic case."

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

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

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

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

2001 Operating Plan

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

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Projections Provided to Rating Agencies

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

Opinion of Financial Advisor to the Special Committee

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

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

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

•

reviewed certain publicly available financial statements and other information of CB Richard Ellis Services;

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•

reviewed certain internal financial statements and other financial and operating data concerning CB Richard Ellis Services prepared by our management;



•

reviewed certain financial projections prepared by our management and the continuing stockholders, and discussed these projections and adjustments thereto with the special committee;



•

discussed our past and current operations and financial condition and our prospects, including information relating to certain strategic, financial and operational benefits anticipated from the merger, with our senior executives;



•

reviewed the reported prices and trading activity for our common stock;



•

compared our financial performance and the prices and trading activity of our common stock with that of certain other comparable publicly-traded companies and their securities;



•

reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions;



•

participated in discussions and negotiations among representatives of CB Richard Ellis Services, the acquisition companies and certain other parties and their financial and legal advisors;



•

reviewed the merger agreement and certain related documents;



•

reviewed drafts of the commitment letters provided to the acquisition companies by Credit Suisse First Boston and DLJ Investment Funding, Inc.; and



•

performed such other analyses and considered such other factors as Morgan Stanley deemed appropriate.

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

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

Historical Share Price Performance

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

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2000 exceeded this trading range. Morgan Stanley also noted that the $16.00 per share price offered on February 20, 2001 further exceeded the proposal price announced on November 13, 2000.

Premiums Paid in Selected REIT Precedent Transactions Analysis

    Morgan Stanley reviewed twelve recent REIT mergers and acquisitions which occurred between April 1996 and September 2000 and analyzed the premiums paid in these transactions over prevailing market prices before the announcement of the transactions. The premiums were calculated by computing the percentage excess of the price per share implied at announcement over the targets' unaffected trading price, which was defined as the average per share price of the target's common stock for the ten day period from fifteen days prior to the announcement of the transaction through five days prior to the announcement of the transaction. These transactions analyzed were:

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

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

Premiums Paid in Selected Real Estate Management Precedent Transactions Analysis

    Morgan Stanley reviewed three recent mergers or acquisitions involving real estate management companies that shared characteristics with the merger and analyzed the multiple of the aggregate value, with aggregate value defined as equity value plus net debt, to last twelve months earnings before

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interest, taxes, depreciation and amortization, or "LTM EBITDA," implied by each transaction based on the purchase price paid.

    The transactions analyzed were:

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

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

Comparable Companies Analysis

    Morgan Stanley compared selected historical and projected financial and operating data from publicly available research analyst estimates of CB Richard Ellis Services with the corresponding data and stock market performance data of the comparable companies available from publicly available sources.

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

•

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



•

The multiple of that share price to forecasted 2001 EPS (in the table below, an "EPS multiple");



•

The multiple of the share price to "adjusted" forecasted 2000 EPS, with "adjusted" defined as net income plus depreciation and amortization, less capital expenditures;

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•

The multiple of the share price to "adjusted" forecasted 2001 EPS (in the table below, an "AEPS multiple");



•

The multiple of the aggregate value, with aggregate value defined as equity value plus net debt, to forecasted 2000 EBITDA; and



•

The multiple of the aggregate value to forecasted 2001 EBITDA (in the table below, an "EBITDA multiple").

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

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

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

Discounted Cash Flow Analysis

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

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

Break-up Value Analysis

    Morgan Stanley also performed a break-up value analysis in which it analyzed the price per share of our common stock if each individual business segment were sold separately. Morgan Stanley selected

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a range of EBITDA multiples that it considered appropriate for each business segment based on the EBITDA multiples of the comparable companies and their relative business segment breakdown.

    The range of multiples used were:

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

Leveraged Buyout Analysis

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

Additional Matters

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

    In performing its analyses, Morgan Stanley made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond our control. Any estimates contained in Morgan Stanley's analysis are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by these estimates. The analyses performed were prepared solely as a part of Morgan Stanley's analysis of the fairness from a financial point of view to the holders of our common stock other than the acquisition companies and the continuing stockholders of the consideration to be received pursuant to the merger agreement, and were conducted in connection with the delivery by Morgan Stanley of its opinion dated February 23, 2001 to the board of directors and the special committee of CB Richard Ellis Services. Morgan Stanley's analyses do not purport to be appraisals or to reflect the prices at which CB Richard Ellis Services might actually be sold. The terms of the merger agreement were determined through arm's length negotiations between the special committee and the acquisition

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companies and were approved by our board of directors. Morgan Stanley provided advice to the special committee during such negotiations. However, Morgan Stanley did not recommend any specific consideration to the special committee or that any specific consideration constituted the only appropriate consideration for the merger.

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

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

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

Effects of the Merger

Participation in Future Growth

    As a result of the merger CB Richard Ellis Services will become a wholly-owned subsidiary of CBRE Holding. After the effective time of the merger, our stockholders, other than the continuing stockholders and any of our employees that participate in the anticipated offerings by CBRE Holding described in the section below titled "—Anticipated Offerings by CBRE Holding," will cease to have any direct or indirect ownership interests in CB Richard Ellis Services or rights as stockholders of CB Richard Ellis Services. Upon completion of the merger, the continuing stockholders are expected to own between approximately 78% and 97% of the outstanding common stock of CBRE Holding. Although their equity investment in CBRE Holding involves risk resulting from, among other things, the limited liquidity of the investment and the large amount of debt to be incurred in connection with

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the merger, the continuing stockholders and the other stockholders of CBRE Holding will be the sole beneficiaries of the future earnings and growth of CB Richard Ellis Services, if any.

Treatment of Continuing Stockholders' Equity Interests

    In addition to maintaining an equity interest in CBRE Holding, in the merger, various affiliates of RCBA Strategic Partners will receive $16.00 per share in respect of 1,077,986 shares of our common stock they own. These affiliates of RCBA Strategic Partners, which will receive $17,247,776 for the shares of our common stock that they hold, are not contributing their shares of our common stock to CBRE Holding for a variety of reasons. These reasons, one or more of which are applicable to each of these affiliates, include among others, the inability of the affiliate to hold equity securities of a corporation that is not listed on a national securities exchange, the incompatibility of the merger with the affiliate's investment objectives or the proximity to the end of the investment term under the affiliate's operating and other organizational agreements.

    In addition, any of the continuing stockholders and their affiliates that hold options to acquire our common stock will be entitled to receive in connection with the merger an amount in cash in respect of each option they own equal to the greater of (A) the amount by which $16.00 exceeds the exercise price of the option, if any, and (B) $1.00, reduced in each case by applicable tax withholding. The formula for the payments to the continuing stockholders for their options is the same as the formula for the payments to other option holders for their options. Except as described in the following sentence, as a result of the merger, each of the warrants to acquire our common stock held by the continuing stockholders, including those stockholders affiliated with Freeman Spogli, effectively will terminate. Pursuant to the contribution and voting agreement, the warrants to acquire shares of our common stock that are beneficially owned by both Ray Wirta and Donald Koll will be converted into the right to receive $1.00 per share of our common stock underlying the warrants. Based upon the options and warrants held by the continuing stockholders on the record date, the continuing stockholders and our directors affiliated with the continuing stockholders will be entitled to receive the following amounts in connection with the merger for options and warrants, reduced in each case by applicable tax withholding:

•

Ray Wirta will be entitled to receive $269,375 for options to purchase an aggregate of 195,000 shares, and $55,936 for a warrant to purchase 55,936 shares;



•

Brett White will be entitled to receive $201,750 for options to purchase an aggregate of 120,000 shares;



•

Donald Koll will be entitled to receive $366,315 for options to purchase an aggregate of 317,480 shares;



•

Frederic Malek will be entitled to receive $159,737 for options to purchase an aggregate of 15,777 shares;



•

Richard Blum will be entitled to receive $62,268 for options to purchase an aggregate of 18,872 shares; and



•

Bradford Freeman will be entitled to receive $9,185 for options to purchase an aggregate of 6,000 shares.

    Also pursuant to the contribution and voting agreement, upon the consummation of the merger, CBRE Holding will issue warrants to purchase shares of common stock of CBRE Holding to the continuing stockholders affiliated with Freeman Spogli pursuant to the terms and conditions set forth in a warrant agreement. See "OTHER AGREEMENTS—Contribution and Voting Agreement."

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Other Effects on Continuing Stockholders

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

Delisting from NYSE and Deregistration under Exchange Act

    As a result of the merger, CB Richard Ellis Services will be a wholly owned subsidiary of CBRE Holding and there will be no public market for its common stock. After the merger, our common stock will cease to be quoted on the New York Stock Exchange and price quotations with respect to sales of shares of our common stock in the public market will no longer be available and our obligation to file reports under the Exchange Act will be suspended. However, as a result of the anticipated offerings by CBRE Holding of its common stock to our employees as described in the section below titled "—Anticipated Offerings by CBRE Holding," a registration statement will be filed under the Securities Act and under the Exchange Act by CBRE Holding. Accordingly, the common stock of CBRE Holding is expected to become registered under the Exchange Act and CBRE Holding is expected to become subject to the reporting requirements of the Exchange Act. In addition, pursuant to the terms of the agreements that will govern the senior notes to be issued and sold by CBRE Holding in connection with the financing of the merger, CBRE Holding expects to be required to comply with the reporting requirements of the Exchange Act for so long as those notes are outstanding. With respect to the shares of common stock of CBRE Holding that are anticipated to be offered to our employees, as well as the securities that may be issued pursuant to the transactions described below under the titles "Deferred Compensation Plan" and "Capital Accumulation Plan," neither we nor CBRE Holding currently intends to take any steps to assure that these securities are or will be eligible on an automated quotations system operated by a national securities exchange.

Directors and Officers

    From and after the effective time of the merger, the directors of BLUM CB Corp. will become the directors of CB Richard Ellis Services, the surviving corporation, and the current officers of CB Richard Ellis Services will remain the officers of the surviving corporation, in each case until their successors are duly elected or appointed and qualified. Also from and after the merger, pursuant to a securityholders' agreement to be executed at the closing by the continuing stockholders and CBRE Holding, each of the continuing stockholders will agree to vote each of their shares in order to elect a specified slate of directors of CBRE Holding chosen by various of the continuing stockholders. As a result of this provision in the securityholders' agreement, CBRE Holding's board of directors generally will be controlled by RCBA Strategic Partners after the merger. In addition, at the time of the merger, each of the executive officers of CB Richard Ellis Services will become an executive officer of CBRE Holding with the same title as held with CB Richard Ellis Services.

Certificate of Incorporation and Bylaws

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

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Business and Operations of CB Richard Ellis Services

    It is expected that following completion of the merger, the operations of CB Richard Ellis Services will be conducted substantially as they are currently being conducted. Other than the merger and the other transactions described in the merger agreement, neither CB Richard Ellis Services, the acquisition companies nor any of the continuing stockholders has any present plans or proposals that relate to or would result in an extraordinary corporate transaction involving CB Richard Ellis Services' or the acquisition companies' corporate structure, business or management, such as a merger, reorganization, liquidation, relocation of any operations, or sale or transfer of a material amount of assets. However, the acquisition companies and the continuing stockholders will continue to evaluate the business and operations of CB Richard Ellis Services after the merger, and may develop new plans and proposals in the future.

Treatment of Stock Options

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

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

Deferred Compensation Plan

    Each participant in the CB Richard Ellis Services Deferred Compensation Plan, or DCP, who has CBRE Stock Fund Units, as defined in the DCP, that are vested as of the effective time and are credited to his or her account as of the effective time of the merger, may elect, prior to the effective time, to (1) convert the value of the vested CBRE Stock Fund Units, based upon the merger consideration of $16.00 per share of our common stock, into any of the insurance mutual fund alternatives provided under the DCP, (2) receive a cash payment on the first anniversary of the effective time equal to the sum of (A) the value of the vested CBRE Stock Fund Units, based upon the merger consideration of $16.00 per share of our common stock, and (B) interest of 10% per annum from the period beginning the day after the effective time and ending on the day immediately prior to the first anniversary of the effective time; provided, however, that if the participant's employment is terminated for cause or the participant resigns prior to the first anniversary of the effective time, the participant will forfeit such interest, or (3) continue to hold the vested CBRE Stock Fund Units in his or her account under the DCP, except that each such CBRE Stock Fund Unit will thereafter represent the right to receive a share of common stock of CBRE Holding.

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

    Each participant in the DCP who has CBRE Stock Fund Units that are not vested as of the effective time and are credited to his or her account before the effective time will continue to hold the unvested CBRE Stock Fund Units in his or her account under the DCP subject to the same vesting provisions, except that each CBRE Stock Fund Unit will thereafter represent the right to receive a share of common stock of CBRE Holding. Before the effective time, CB Richard Ellis Services and the acquisition companies will take all commercially reasonable actions, including amending the terms of the DCP, necessary to give effect to the provisions discussed in the first paragraph under this section titled "Deferred Compensation Plan."

Capital Accumulation Plan

    At the effective time, each participant in the CB Richard Ellis Services Capital Accumulation Plan, our 401(k) plan, with an account balance invested in the Company Stock Fund, as defined in our Capital Accumulation Plan, will receive, in exchange for the participant's shares of CB Richard Ellis Services common stock in the Company Stock Fund, an amount equal to (1) the number of those shares multiplied by (2) the merger consideration of $16.00 per share of our common stock. As of the effective time, provided that the registration statement to be filed by CBRE Holding has been declared effective by the Securities and Exchange Commission, each participant in the Company Stock Fund may invest, pursuant to the terms of the Capital Accumulation Plan, the proceeds determined from the calculation above in shares of the common stock of CBRE Holding, based on a per share price equal to the merger consideration and subject to the following limitations: (1) the value of the CBRE Holding shares held in the participant's 401(k) account may not exceed 50% of the total value of the participant's 401(k) account; and (2) if the total number of CBRE Holding shares requested to be purchased in the 401(k) plan by participants using 401(k) plan merger proceeds exceeds 50% of the total 401(k) plan merger proceeds divided by the merger consideration, then the number of CBRE Holding shares each participant may purchase to hold in the participant's 401(k) account may not exceed the participant's pro rata portion, based on number of shares requested by the participant, of the total shares requested to be purchased by all participants. Before the effective time, CB Richard Ellis Services and CBRE Holding will take all commercially reasonable actions, including amending the terms of the Capital Accumulation Plan, necessary to give effect to the transactions described in this paragraph.

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

Refinancing of Substantially All of Our Current Long-Term Indebtedness

    In connection with the merger, we will repay all amounts outstanding under our current revolving credit facility with Bank of America, which totaled approximately $110 million as of December 31, 2000. In addition, pursuant to the merger agreement, we will make an offer to purchase all of our outstanding 8⁷/8% senior subordinated notes due 2006, which consisted of approximately $173 million of aggregate principal amount as of December 31, 2000. In connection with the offer to purchase our senior subordinated notes, we will also solicit consents from the holders of the senior subordinated

40

notes to specified amendments to the indenture governing the notes. The receipt of these consents from the holders of a majority of the aggregate principal amount of the senior subordinated notes is a condition precedent to the obligation of the acquisition companies to close the merger agreement.

Risk that the Merger Will Not Be Completed

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

•

the merger agreement must be adopted at the special meeting by the affirmative vote of holders of at least two-thirds of the outstanding shares of our common stock held by stockholders other than the continuing stockholders and their affiliates and by the affirmative vote of holders of a majority of the outstanding shares of our common stock;



•

the acquisition companies must have obtained debt financing sufficient to consummate the merger and the related transactions;



•

each of the parties to the merger agreement must have performed its obligations under the merger agreement in all material respects at or before the effective time of the merger;



•

all necessary consents, permits and approvals must have been obtained;



•

there must be no law, injunction or order prohibiting the completion of the merger;



•

the representations and warranties made by the parties in the merger agreement must be true and correct in all material respects at the effective time of the merger;



•

since the date of the merger agreement, there must not have occurred an event which is continuing and which constitutes a material adverse effect on CB Richard Ellis Services; and



•

the registration statement of CBRE Holding registering shares for the anticipated offering of shares of CBRE Holding common stock to our employees must have been declared effective by the Securities and Exchange Commission.

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

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

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

General

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

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directors was also aware of these interests when deciding to approve the merger agreement and recommend that our stockholders adopt the merger agreement.

Treatment of Directors' and Executive Officers' Equity Interests

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

•

Stanton Anderson will be entitled to receive $131,731 for options to purchase an aggregate of 13,997 shares;



•

Gary Beban will be entitled to receive $2,250,690 for 150,046 shares, which amount will be reduced to repay the loan from us to purchase the shares, and $48,000 for options to purchase an aggregate of 48,000 shares;



•

James Didion will be entitled to receive $4,877,824 for 304,864 shares, which amount will be reduced to repay the loan from us to purchase the shares, and $200,000 for options to purchase an aggregate of 200,000 shares;



•

Paul Leach will be entitled to receive $68,333 for options to purchase an aggregate of 9,943 shares;



•

James Leonetti will be entitled to receive $78,125 for options to purchase an aggregate of 25,000 shares;



•

David Lind will be entitled to receive $93,776 for 5,861 shares, which amount will be reduced to repay the loan from us to purchase the shares, and $42,067 for options to purchase an aggregate of 8,192 shares;



•

Walter Stafford will be entitled to receive $1,030,368 for 64,398 shares, which amount will be reduced to repay the loan from us to purchase the shares, and $58,750 for options to purchase an aggregate of 30,000 shares; and



•

Ray Uttenhove will be entitled to receive $56,976 for 3,561 shares and $45,787 for options to purchase an aggregate of 8,440 shares.

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

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

    In addition, pursuant to the merger agreement, each of our directors and executive officers that is one of our employees and is a participant in our Deferred Compensation Plan, or "DCP," and has CBRE Stock Fund Units, as defined in the DCP, that are vested as of the effective time and are credited to his or her account as of the effective time of the merger, may elect, prior to the effective time, to (1) convert the value of the vested CBRE Stock Fund Units, based upon the merger consideration of $16.00 per share of our common stock, into any of the insurance mutual fund alternatives provided under the DCP, (2) receive a cash payment on the first anniversary of the effective time equal to the sum of (A) the value of the vested CBRE Stock Fund Units, based upon the merger consideration of $16.00 per share of our common stock, and (B) interest of 10% per year from the period beginning the day after the effective time and ending on the day immediately prior to the first anniversary of the effective time; provided, however, that if the participant's employment is terminated for cause or the participant resigns prior to the first anniversary of the effective time, the participant will forfeit such interest, or (3) continue to hold the vested CBRE Stock Fund Units in his account under the DCP, except that each such CBRE Stock Fund Unit will thereafter represent the right to receive a share of common stock of CBRE Holding. The CBRE Stock Fund Units that our directors and executive officers who are our employees have credited to their accounts in the DCP are to be treated under the merger agreement in the same manner as all other CBRE Stock Fund Units held by our employees generally. The cash amounts that our directors and executive officers who are employees are entitled to receive pursuant to the merger agreement and the total number of vested CBRE Stock Fund Units held by them are as follows:

•

James Didion will be entitled to receive $1,951,536 for 121,971 Units;



•

David Lind will be entitled to receive $227,664 for 14,229 Units;



•

Walter Stafford will be entitled to receive $673,872 for 42,117 Units; and



•

Ray Uttenhove will be entitled to receive $184,128 for 11,509 Units.

Other Interests of Members of the Special Committee

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

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Interests in Termination Fee and Payment of Fees and Expenses

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

Interests in Transaction Fee

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

Rights Under Securityholders' Agreement

    Under the terms of the securityholders' agreement to be entered into among CBRE Holding, the continuing stockholders and DLJ Investment Funding, Inc. upon the consummation of the merger, the continuing stockholders are provided various rights related to their ownership interests in, and the governance of, CBRE Holding, which will own 100% of our common stock immediately following the merger. Those of our directors and executive officers who are continuing stockholders or affiliates of continuing stockholders will have interests in the rights provided under the securityholders' agreement. Those directors and executive officers are: Messrs. Blum, Freeman, Koll, Malek, White and Wirta. See "OTHER AGREEMENTS—Securityholders' Agreement."

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

    Upon completion of the merger, the continuing stockholders are expected to own between approximately 78% and 97% of the common stock of CBRE Holding, which will own 100% of our common stock. The common stock of CBRE Holding that is not owned by the continuing stockholders, if any, is expected to be owned by (a) DLJ Investment Funding, Inc., which will be purchasing senior notes of CBRE Holding in connection with the merger and (b) those of our employees, if any, who elect to acquire CBRE Holding common stock in anticipated offerings by CBRE Holding. These anticipated offerings by CBRE Holding are expected to include (1) shares of common stock of CBRE Holding for direct purchase, (2) shares of common stock of CBRE Holding to be held in our 401(k) plan, (3) shares of common stock of CBRE Holding underlying vested stock fund units in our Deferred

44

Compensation Plan and (4) shares of common stock of CBRE Holding underlying stock options. In connection with these offerings, it is expected that selected members of our senior management, including Messrs. Wirta, White, Stafford and Leonetti, will be eligible to receive a loan from CBRE Holding to be used in the purchase of shares of CBRE Holding common stock in these offerings. In addition, the same members of our senior management are expected to receive a retention bonus from CBRE Holding if they continue to be employed with us at the time of the merger.

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

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

Employment Agreements

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

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

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

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

•

any accrued but unpaid compensation;



•

continued payment of base salary and average annual bonus based on the previous two fiscal years for a period of two years following the termination of employment; and



•

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

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

•

any accrued but unpaid compensation; and



•

a pro rata portion of any annual bonus that the executive would have been entitled to receive in the year of termination, payable at the time the bonus would otherwise have been paid.

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

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

Replacement of Margin Loans

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

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

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

    The merger agreement provides that CBRE Holding and the surviving corporation will indemnify and hold harmless each present and former director and officer of CB Richard Ellis Services for a period of six years for acts and omissions occurring before the effective time of the merger. The merger agreement further provides that for a period of six years after the effective time of the merger, CBRE Holding and the surviving corporation agree that the surviving corporation will maintain officers' and directors' liability insurance covering the persons who, on the date of the merger agreement, were covered by CB Richard Ellis Services' officers and directors liability insurance policies with respect to acts and omissions occurring before the effective time of the merger, subject to limitations on the maximum premium that must be paid for this insurance. The persons benefiting from the insurance provisions include all of our current directors and executive officers. See "THE MERGER AGREEMENT—Indemnification and Insurance."

Financing for the Merger

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

•

proceeds received by CBRE Holding as a result of the sale and issuance of its senior notes;



•

borrowings under senior secured term loans and a revolving credit facility;



•

equity investments made by RCBA Strategic Partners, L.P. and/or its affiliates;



•

the proceeds, if any, received as a result of contemplated offerings by CBRE Holding to our current employees as described below; and



•

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

    As described in the section of this proxy statement titled "—Anticipated Offerings by CBRE Holding," CBRE Holding anticipates offering to our current employees and participants in our 401(k) plan shares of CBRE Holding common stock directly and through our 401(k) plan. The proceeds received by CBRE Holding in any of these offerings will be used by CBRE Holding for the financing purposes described above. Accordingly, CBRE Holding expects that the amount invested in it by RCBA Strategic Partners and/or its affiliates will be reduced by the amount of any proceeds received by CBRE Holding in the anticipated offerings.

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

16% Senior Notes of CBRE Holding

    Subject to the terms of a commitment letter between CBRE Holding, Inc. and DLJ Investment Funding, Inc. dated February 23, 2001, CBRE Holding will issue an aggregate principal amount of $75 million of 16% Senior Notes to DLJ and its affiliates to fund a portion of the cost of the merger and the other transactions described above. The senior notes, which will mature in 2011, will be unsecured obligations of CBRE Holding, senior to all current and future indebtedness of CBRE Holding. The terms of the indenture governing the notes will contain affirmative and negative covenants applicable to CBRE Holding and is subsidiaries that are customary for these types of notes.

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

    In connection with the issuance of the senior notes, CBRE Holding will pay to DLJ and its affiliates a commitment fee of 1.0% of our outstanding common stock and a takedown fee of 2.0% of our outstanding common stock, each calculated on a fully diluted basis. The common stock issued in connection with the purchase of the senior notes will be subject to the terms and conditions of the securityholders' agreement.

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

•

the acceptability to DLJ of the securities purchase agreement and anti-dilution agreement applicable to the common stock to be received by DLJ and its affiliates, the indenture applicable to the senior notes and any other necessary agreements and documents;



•

the consummation generally of the transactions set forth in the contribution and voting agreement, including the equity investment by RCBA Strategic Partners;



•

the consummation by us, pursuant to definitive agreements and other documents reasonably acceptable to DLJ, of the funding of the senior secured credit facilities which, when aggregated with the other proceeds received by CBRE Holding and us, are generally sufficient to consummate the transactions described above and also include sufficient unused lines of credit to support our operations;



•

there not having occurred any event, change or condition that has had or could reasonably be expected to have a material adverse effect on the business, assets, operations or condition, financial or otherwise, of us and our subsidiaries, taken as a whole, since December 31, 1999;



•

the merger has been consummated simultaneously with the closing of the sale of the senior notes to DLJ and its affiliates;



•

DLJ is reasonably satisfied with the capitalization, structure and equity ownership of CBRE Holding after giving effect to the merger and the transactions described above; and



•

DLJ has not discovered or otherwise become aware of any information not previously disclosed to DLJ or not in the public domain that it believes to be inconsistent in a material and adverse manner with our understanding, based on the information, taken as a whole, provided to it prior to February 23, 2001, of the business, assets, liabilities, operations or condition, financial and otherwise, of us and our subsidiaries, taken as a whole.

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

Senior Secured Credit Facilities of CB Richard Ellis Services

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

•

Tranche A term facility of up to $150 million;

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•

Tranche B term facility of up to $250 million; and



•

a revolving line of credit of up to $100 million, including revolving credit loans, letters of credit and a swingline loan subfacility.

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

    The Tranche A term facility will mature on the sixth anniversary of the closing of the merger and amortize in equal quarterly installments in the following annual amounts: $22.5 million in years one and two, and $26.25 million thereafter. The Tranche B term facility will mature on the seventh anniversary of the closing and amortize in equal quarterly installments in an annual amount equal to 1% of the outstanding principal amount on the closing. The revolving line of credit will terminate on the sixth anniversary of the closing.

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

•

in the case of the Tranche A and revolving facility, either LIBOR plus 3.25% or the alternate base rate plus 2.25%, and



•

in the case of the Tranche B facility, either LIBOR plus 3.75% or the alternate base rate plus 2.75%.

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

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

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

•

CSFB has not discovered any information not previously disclosed to it or not in the public domain that it believes to be inconsistent in a material and adverse manner with its understanding of the business, assets, operations or condition, financial or otherwise, of us and our subsidiaries, taken as a whole;



•

no event, change or condition has occurred that had or could reasonably be expected to have a material adverse effect on the business, assets, operations or condition, financial or otherwise, of us and our subsidiaries, taken as a whole, since December 31, 1999;



•

there not having occurred after February 23, 2001 a material disruption of, or material adverse change in, financial, banking or capital market conditions that in CSFB's reasonable good faith judgment could adversely affect the syndication of the senior secured credit facilities;

49

•

the acceptability to CSFB of the definitive documentation with respect to the senior secured credit facilities;



•

the merger and the transactions under the contribution and voting agreement are consummated simultaneously with the borrowings, and CSFB is reasonably satisfied with our capitalization, structure and equity ownership after giving effect to these transactions;



•

we have received from CBRE Holding not less than $75,000,000 in cash proceeds from the issuance of the senior notes and the terms and conditions of the senior notes are reasonably satisfactory to CSFB;



•

we have repurchased all of our existing senior secured notes in a tender offer, or if we have not, the remaining outstanding aggregate principal amount of the existing notes has been deducted from the aggregate amount of the senior secured credit facilities;



•

CSFB is reasonably satisfied as to the amount and nature of any environmental and employee health and safety exposures to which we and our subsidiaries may be subject;



•

CSFB is satisfied as to the solvency of us and our subsidiaries on a consolidated basis after giving effect to the merger and the financings described in this section of the proxy statement; and



•

all requisite governmental authorities and third parties have approved or consented to the merger and the financings, unless the failure to obtain these generally could not restrain, prevent or impose materially burdensome conditions on the merger and the financings, and no litigation or similar governmental actions have occurred or are threatened that could reasonably be expected to restrain, prevent or impose materially burdensome conditions on the merger or the financings.

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

Equity Contribution

    Pursuant to the contribution and voting agreement, RCBA Strategic Partners has committed that either it or its affiliates will make a cash equity contribution of up to $109.9 million to CBRE Holding immediately prior to the merger. In the event, and to the extent, that the anticipated offerings by CBRE Holding of shares of its common stock to our employees are consummated, then the amount of the cash equity contribution by RCBA Strategic Partners or its affiliates will be reduced by the amount of any cash proceeds received by CBRE Holding as a result of the anticipated offerings. RCBA Strategic Partners' obligation to make the contribution to CBRE Holding generally is conditioned upon the satisfaction or waiver of all of the conditions to the merger set forth in the merger agreement.

Anticipated Offerings by CBRE Holding

    CBRE Holding has indicated that it is important that our employees continue to remain with CBRE Holding following the merger and that they have meaningful incentives, including equity ownership interests, to make us financially successful. Accordingly, in connection with the consummation of the merger agreement, CBRE Holding has indicated that it will be offering to issue and sell shares of its common stock to employees of CB Richard Ellis Services and its subsidiaries, some of which shares will be held in the amended 401(k) plan and some of which shares will underlie stock options that CBRE Holding intends to grant and stock fund units in the amended deferred compensation plan. In connection with these offerings, CBRE Holding intends to file a registration statement with the Securities and Exchange Commission. A condition to the closing of the merger

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agreement is that the SEC has declared the registration statement filed by CBRE Holding effective. See "THE MERGER AGREEMENT—Conditions to the Merger."

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

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

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

Litigation

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

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

•

that the defendants admit no liability or wrongdoing whatsoever;



•

that the continuing stockholders acknowledge that the pendency and prosecution of the Delaware litigation were positive contributing factors to its decision to increase the merger consideration;



•

for the lead counsel for the plaintiff to have an opportunity to review this proxy statement before mailing;



•

for the certification of a settlement class and the entry of a final judgment granting a full release of the defendants; and



•

for attorneys' fees in an amount not to exceed $380,000.

    Conditions to the settlement proposed by the memorandum include:

•

the negotiation and execution of a mutually acceptable stipulation of settlement;



•

the closing of the merger;



•

the dismissal of the Delaware and California litigation with prejudice; and



•

the completion by the plaintiffs of such reasonable additional discovery as lead counsel reasonably believes is appropriate.

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

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litigation, and, if this litigation continues, it could have a material adverse impact on our ability to complete the merger.

Accounting Treatment of the Merger

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

Regulatory Matters

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

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

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

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

    We and affiliates of the acquisition companies each conduct operations in foreign countries where regulatory filings may be required as a result of the merger. In particular, we believe that as a result of our operations in the United Kingdom, we will be required to make a filing under the U.K. Financial Services Act as a result of the merger. We intend to make this filing as soon as practicable, as well as any other foreign filings that we determine are necessary or appropriate in connection with the merger.

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

Material Federal Income Tax Consequences to Stockholders

    The following is a summary of the material U.S. federal income tax consequences of the merger to holders of our common stock, including holders exercising appraisal rights. This summary is based on

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laws, regulations, rulings and decisions now in effect, all of which are subject to change, possibly with retroactive effect. This summary does not address all of the U.S. federal income tax consequences that may be applicable to a particular holder of our common stock or to holders who are subject to special treatment under U.S. federal income tax law, including, for example, banks, insurance companies, tax-exempt investors, S corporations, traders in securities that elect to use a mark-to-market method of accounting for their securities holdings, holders subject to alternative minimum tax, dealers in securities, non-U.S. persons, holders who hold their common stock as part of a hedge, straddle or conversion transaction, and holders who acquired common stock through the exercise of employee stock options or other compensation arrangements. In particular, this summary does not deal with the tax consequences to holders of options or warrants to acquire our common stock, or with the tax consequences to our employees who have restricted stock awards or stock fund units under our compensation plans or who may acquire shares of CBRE Holding common stock in connection with the merger. In addition, this summary does not address the tax consequences of the merger under applicable state, local or foreign laws. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES TO YOU OF THE MERGER, INCLUDING THE APPLICATION OF ANY STATE, LOCAL OR FOREIGN TAX LAWS.

    The receipt of cash by holders of CB Richard Ellis Services common stock in the merger or upon exercise of dissenters' appraisal rights will be a taxable transaction for U.S. federal income tax purposes. A holder of CB Richard Ellis Services common stock generally will recognize gain or loss in an amount equal to the difference between the merger consideration received by such holder and such holder's adjusted tax basis in the common stock. That gain or loss generally will be capital gain or loss if the common stock is held as a capital asset at the effective time of the merger. Any capital gain or loss generally will be long-term capital gain or loss if the common stock has been held by the holder for more than one year. If the common stock has been held by the holder for less than one year, any gain or loss will generally be taxed as a short-term capital gain or loss. The deductibility of capital losses is subject to limitation.

Dissenters' Rights of Appraisal

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

    The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL, and is qualified in its entirety by the full text of Section 262, which is provided in its entirety as Appendix E to this proxy statement. All references in Section 262 and in this summary to a "stockholder" are to the record holder of the shares of CB Richard Ellis Services common stock as to which appraisal rights are asserted. A PERSON HAVING A BENEFICIAL INTEREST IN SHARES OF CB RICHARD ELLIS SERVICES COMMON STOCK HELD OF RECORD IN THE NAME OF ANOTHER PERSON, SUCH AS A BROKER OR NOMINEE, MUST ACT PROMPTLY TO CAUSE THE RECORD HOLDER TO FOLLOW PROPERLY THE STEPS SUMMARIZED BELOW AND IN A TIMELY MANNER TO PERFECT APPRAISAL RIGHTS.

    Under Section 262, where a proposed merger is to be submitted for approval and adoption at a meeting of stockholders, as in the case of the special meeting, the corporation, not less than 20 days before the meeting, must notify each of its stockholders entitled to appraisal rights that appraisal rights are available and include in that notice a copy of Section 262. This proxy statement constitutes that notice to the holders of our common stock and the applicable statutory provisions of the DGCL are attached to this proxy statement as Appendix E. Any stockholder who wishes to exercise appraisal

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rights or who wishes to preserve the right to do so should review carefully the following discussion and Appendix E to this proxy statement. FAILURE TO COMPLY WITH THE PROCEDURES SPECIFIED IN SECTION 262 TIMELY AND PROPERLY WILL RESULT IN THE LOSS OF APPRAISAL RIGHTS. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of the common stock, we believe that stockholders who consider exercising such appraisal rights should seek the advice of counsel.

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

•

as more fully described below, the holder must deliver to us a written demand for appraisal of the holder's shares before the vote on the merger agreement at the special meeting, which demand will be sufficient if it reasonably informs us of the identity of the holder and that the holder intends to demand an appraisal of the holder's shares;



•

the holder must not vote the holder's shares of our common stock in favor of the merger agreement; a proxy which does not contain voting instructions will, unless revoked, be voted in favor of the merger agreement, therefore, a stockholder who votes by proxy and who wishes to exercise appraisal rights must vote against the merger agreement or abstain from voting on the merger agreement; and



•

the holder must continuously hold the shares from the date of making the demand through the effective time of the merger; a stockholder who is the record holder of shares of our common stock on the date the written demand for appraisal is made but who thereafter transfers those shares before the effective time of the merger will lose any right to appraisal in respect of those shares.

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

    Only a holder of record of shares of our common stock issued and outstanding immediately before the effective time of the merger is entitled to assert appraisal rights for the shares of common stock registered in that holder's name. A demand for appraisal should be executed by or on behalf of the stockholder of record, fully and correctly, as the stockholder's name appears on the stock certificates, should specify the stockholder's name and mailing address, the number of shares of our common stock owned and that the stockholder intends to demand appraisal of the stockholder's shares of common stock. If the shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of the demand should be made in that capacity. If the shares are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand should be executed by or on behalf of all owners. An authorized agent, including one or more joint owners, may execute a demand for appraisal on behalf of a stockholder; however, the agent must identify the record owner or owners and expressly disclose the fact that, in executing the demand, the agent is acting as agent for such owner or owners. A record holder such as a broker who holds shares as nominee for several beneficial owners may exercise appraisal rights with respect to the shares held for one or more beneficial owners while not exercising appraisal rights with respect to the shares held for one or more beneficial owners; in such case, the written demand should set forth the number of shares as to which appraisal is sought, and where no number of shares is expressly mentioned the demand will be presumed to cover all shares held in the name of the record owner. Stockholders who hold their shares in brokerage accounts or other nominee forms and who wish to exercise appraisal rights are urged to consult with their brokers to determine appropriate procedures for the making of a demand for appraisal by the nominee.

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

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

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

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

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

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THEIR SHARES. STOCKHOLDERS SHOULD ALSO BE AWARE THAT INVESTMENT BANKING OPINIONS ARE NOT OPINIONS AS TO FAIR VALUE UNDER SECTION 262.

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

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

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

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

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Fees and Expenses

    The estimated fees and expenses to be incurred in connection with the closing of the merger are as follows:

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

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THE SPECIAL MEETING

General

    The special meeting of stockholders of CB Richard Ellis Services will be held on            , 2001,     a.m., local time, at the            located at            . The accompanying proxy is being solicited by our board of directors and is to be voted at the special meeting or any adjournment or postponement thereof. The board of directors has fixed            , 2001 as the record date for determination of stockholders entitled to receive notice of and to vote at the special meeting and any adjournment or postponement thereof. On the record date, there were      shares of CB Richard Ellis Services common stock, $.01 par value per share, outstanding, including 8,052,112 shares held by the continuing stockholders and their affiliates. On            , 2001 there were approximately    record holders of CB Richard Ellis Services common stock. No other voting securities of CB Richard Ellis Services are outstanding. This proxy statement will first be mailed to stockholders on or about            , 2001. The costs of solicitation of proxies will be paid by CB Richard Ellis Services.

Purpose

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

    We do not expect to ask you to vote on any other matters at the special meeting. However, if any other matters are properly presented at the special meeting for consideration, the holder of the proxies will have discretion to vote on these matters in accordance with their best judgment. Proxies voting against a specific proposal may be used by the holder to vote for adjournment of the meeting for the purpose of giving the holder additional time to solicit votes in favor of that proposal.

Votes Required

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

•

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



•

holders of a majority of our outstanding shares of common stock.

    All CB Richard Ellis Services directors and executive officers have indicated that they intend to vote all of their CB Richard Ellis Services common stock FOR the adoption of the merger agreement. With respect to our directors and executive officers that are continuing stockholders or affiliates of any continuing stockholder, their votes will be counted for purposes of the second vote described above but not for purposes of the first vote described above. On the record date for the special meeting, the directors and executive officers of CB Richard Ellis Services and their affiliates owned an aggregate of 8,580,830 shares of CB Richard Ellis Services common stock, representing approximately 44.1% of the total number of shares entitled to vote at the special meeting. Out of this total of 8,580,830 shares, 528,718 shares are held by our directors and executive officers that are not continuing stockholders or affiliated with continuing stockholders.

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

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8,052,112 shares of our common stock, representing approximately 39.7% of the total number of shares entitled to vote at the special meeting. With respect to the continuing stockholders and their affiliates, their votes will be counted for purposes of the second vote indicated above but not for purposes of the first vote.

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

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

Solicitation

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

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

    In addition to the solicitation of proxies by mail, some of our directors, officers and employees may solicit proxies by telephone, facsimile and personal contact, without separate compensation for those activities. Copies of solicitation materials will be furnished to fiduciaries, custodians and brokerage houses for forwarding to beneficial owners of CB Richard Ellis Services common stock, and these persons will be reimbursed for their reasonable out-of-pocket expenses.

Revocation and Use of Proxies

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

•

delivering to the Secretary of CB Richard Ellis Services, before the vote is taken at the special meeting, a written notice of revocation bearing a later date than the proxy;



•

duly executing a later dated proxy relating to the same shares of our common stock and delivering it to the Secretary of CB Richard Ellis Services before the vote is taken at the special meeting; or



•

attending the special meeting and voting in person.

    Attendance at the special meeting will not in and of itself constitute a revocation of a proxy. Any written notice of revocation or subsequent proxy should be sent to the Secretary of CB Richard Ellis

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Services at 200 North Sepulveda Boulevard, Suite 300, El Segundo, California 90245, or hand delivered to the Secretary of CB Richard Ellis Services before the vote is taken at the special meeting. All valid proxies will be voted at the meeting in accordance with the instructions given. If no instructions are given, the shares represented by the proxy will be voted at the special meeting FOR adoption of the merger agreement. If you hold your shares in "street name" and have instructed a broker to vote your shares, you must follow the directions received from your broker as to how to change your vote.

Appraisal Rights

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

Stock Certificates

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

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THE MERGER AGREEMENT

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

The Merger

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

Effective Time of the Merger

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

Structure; Merger Consideration

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

•

treasury shares, shares of our common stock owned by CBRE Holding or BLUM CB Corp., which will include the shares contributed to CBRE Holding by the continuing stockholders immediately prior to the merger, and shares of our common stock owned by any of our subsidiaries will be canceled without any payment therefor; and



•

shares held by stockholders who have perfected their dissenters' rights will be subject to appraisal in accordance with Delaware law.

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

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

Treatment of Options; Deferred Compensation Plan and Capital Accumulation Plan

Stock Options

    At the effective time of the merger, each holder of an option to purchase shares of CB Richard Ellis Services common stock outstanding under any of our stock option or compensation plans or

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arrangements, whether or not vested, will have the right to have the option canceled and in exchange the surviving corporation will pay to each holder of a canceled option, as soon as practicable following the effective time, an amount per share that is subject to the option, equal to the greater of (A) the amount by which $16.00 exceeds the exercise price of the option, if any, and (B) $1.00, reduced in each case by applicable tax withholding.

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

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

    As of the date of this proxy statement, there were options outstanding to purchase an aggregate of 863,377 shares of our common stock at exercise prices below $16.00 per share, and options outstanding to purchase an aggregate of 2,378,875 shares of our common stock at exercise prices above $16.00 per share.

Deferred Compensation Plan

    Each participant in our Deferred Compensation Plan, or "DCP," who has CBRE Stock Fund Units, as defined in the DCP, that are vested as of the effective time and are credited to his or her account as of the effective time, may elect, prior to the effective time, to (1) convert the value of the vested CBRE Stock Fund Units, based upon the merger consideration, into any of the insurance mutual fund alternatives provided under the DCP, (2) receive a cash payment on the first anniversary of the effective time equal to the sum of (A) the value of the vested CBRE Stock Fund Units, based upon the merger consideration, and (B) interest of 10% per annum from the period beginning the day after the effective time and ending on the day immediately prior to the first anniversary of the effective time; provided, however, that if the participant's employment is terminated for cause or the participant resigns prior to the first anniversary of the effective time, the participant will forfeit such interest, or (3) continue to hold the vested CBRE Stock Fund Units in his or her account under the DCP, except that each such CBRE Stock Fund Unit will thereafter represent the right to receive a share of common stock of CBRE Holding.

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

    Each participant in the DCP who has CBRE Stock Fund Units that are not vested as of the effective time and are credited to his or her account before the effective time will continue to hold the unvested CBRE Stock Fund Units in his or her account under the DCP subject to the same vesting provisions, except that each CBRE Stock Fund Unit will thereafter represent the right to receive a share of common stock of CBRE Holding. Before the effective time, we and the acquisition companies will take all commercially reasonable actions, including amending the terms of the DCP, necessary to give effect to this provision.

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Capital Accumulation Plan

    At the effective time of the merger, each participant in our Capital Accumulation Plan, our 401(k) plan, with an account balance invested in the Company Stock Fund under the Capital Accumulation Plan, will receive, in exchange for the participant's shares of our common stock in the Company Stock Fund, an amount equal to (1) the number of those shares multiplied by (2) $16.00. As of the effective time, provided that the registration statement to be filed by CBRE Holding has been declared effective by the Securities and Exchange Commission, each Company Stock Fund participant may invest, pursuant to the terms of the Capital Accumulation Plan, the proceeds determined from the foregoing calculation in shares of the common stock of CBRE Holding, based on a per share price equal to $16.00. The merger agreement limits the aggregate number of CBRE Holding shares that all Company Stock Fund participants together may acquire in this way to 50% of all such proceeds divided by the merger consideration. In the event that the Company Stock Fund participants request to purchase an aggregate number of CBRE Holding shares in excess of this limit, the amount subscribed to by each participant will be reduced pro rata based on the number of shares each participant initially requested to purchase. The trustee of the Capital Accumulation Plan will additionally limit the amount of CBRE Holding shares each current employee participant may elect to purchase to 50% of the total value of the participant's Capital Accumulation Plan account. Before the effective time, CB Richard Ellis Services and CBRE Holding will take all commercially reasonable actions, including amending the terms of the Capital Accumulation Plan, necessary to give effect to the provisions described in this paragraph.

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

Payment for Shares

    BLUM CB Corp. will make available to the exchange agent to be designated by BLUM CB Corp., as needed, the merger consideration to be paid to our stockholders for their shares of our common stock, in connection with the merger. Promptly after the effective time, we will instruct the exchange agent to mail to each stockholder a letter of transmittal and instructions to effect the surrender of the share certificates which, immediately before the effective time, represented the record holder's shares, in exchange for payment of $16.00 per share. You should not forward share certificates with the enclosed proxy card. You should surrender certificates representing shares of our common stock only after receiving instructions from the exchange agent or CB Richard Ellis Services.

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

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Transfer of Shares

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

Officers, Directors and Governing Documents

    From and after the effective time of the merger, the directors of BLUM CB Corp. will become the directors of the surviving corporation and our current officers will remain the officers of the surviving corporation, in each case until their successors are duly elected or appointed and qualified. From and after the effective time of the merger, our certificate of incorporation in effect immediately prior to the effective time will remain the certificate of incorporation of the surviving corporation and our bylaws in effect immediately prior to the effective time will remain the bylaws of the surviving corporation, each until amended afterwards.

Representations and Warranties

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

•

our due incorporation, valid existence, good standing, and necessary corporate powers;



•

the authorization, execution, delivery and enforceability of the merger agreement;



•

the absence of consents, approvals, orders or authorizations of governmental authorities, except those specified in the merger agreement, required to complete the merger;



•

the absence of any conflicts between the merger agreement and our certificate of incorporation or bylaws, and any applicable laws or other material contracts or documents, except as disclosed in the merger agreement;



•

our capitalization;



•

the due incorporation, valid existence, good standing, necessary corporate powers, governmental approvals, capitalization and absence of conflicts of our subsidiaries;



•

the adequacy and accuracy of filings made by us with the Securities and Exchange Commission;



•

the integrity of our financial statements and the absence of material liabilities or obligations, except as disclosed in the merger agreement;



•

the absence of material changes to our business and operations since September 30, 2000, except for those disclosed in the merger agreement;



•

the absence of any action, suit, claim, investigation, arbitration or proceeding actually pending or threatened against us or our subsidiaries, except as disclosed in the merger agreement;



•

the compliance of CB Richard Ellis Services and our subsidiaries with all tax laws and obligations;



•

our benefit plans, programs and agreements and matters relating to the Employee Retirement Income Security Act of 1974 and the Internal Revenue Code of 1986, except as disclosed in the merger agreement;



•

the compliance of CB Richard Ellis Services and our subsidiaries with laws relating to their business or operations and with the permits held by them;



•

title to our assets;

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•

intellectual property;



•

the receipt by the special committee of an opinion from a financial advisor that the $16.00 per share to be received by our stockholders in the merger is fair from a financial point of view;



•

status of labor relationships and compliance with labor laws;



•

material contracts of CB Richard Ellis Services and our subsidiaries;



•

required vote of stockholders and approval of the special committee and our board of directors; and



•

information to be provided by us for this proxy statement, for the Schedule 13E-3 filed by us, the acquisition companies and the continuing stockholders, and for the CBRE Holding registration statement.

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

•

the due incorporation, valid existence, good standing and necessary corporate powers of CBRE Holding and BLUM CB Corp.;



•

the authorization, execution, delivery and enforceability of the merger agreement;



•

the absence of consents, approvals, orders or authorizations of governmental authorities, except those specified in the merger agreement, required to complete the merger;



•

the absence of any conflict between the merger agreement and each of BLUM CB Corp.'s and CBRE Holding's certificate of incorporation or bylaws, any applicable laws or other contracts or documents;



•

the availability of financing sufficient to complete the merger and related transactions;



•

the accuracy of information supplied for inclusion in this proxy statement, the Schedule 13E-3 and the registration statement; and



•

the absence of knowledge by certain continuing stockholders of any breach of any of the representations and warranties of CB Richard Ellis Services.

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

Conduct of Business Pending the Merger

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

•

preserve intact our business organization;



•

maintain in effect all permits required to operate our business;



•

keep available the services of our key officers and employees; and



•

preserve existing relationships with our material customers, lenders, suppliers and others with whom we have material business relationships.

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

•

amending any charters, bylaws or similar organizational documents of CB Richard Ellis Services or our subsidiaries;



•

effecting splits, combinations or reclassifications of our common stock;



•

amending the terms of any rights, warrants or options to acquire our securities;



•

effecting dividends or other distributions on our securities, except for ordinary course dividends by our subsidiaries;



•

effecting redemptions, repurchases or other acquisitions of rights, warrants or options to acquire our securities, except under the existing terms of any employee plan;



•

issuing, delivering or selling any securities, other than issuing shares of our common stock upon the exercise of stock options granted before the date of the merger agreement or in exchange for CBRE Stock Fund Units already allocated under the Deferred Compensation Plan;



•

acquiring any equity of any person, any division or business or substantially all of the assets of any entity for consideration having a fair market value in excess of $5 million in a single transaction or $15 million in the aggregate;



•

selling, leasing, encumbering or otherwise disposing of any assets, except in the ordinary course consistent with past practice and except for equipment or other property no longer used in the operation of our business;



•

incurring any indebtedness for borrowed money, except to fund working capital in the ordinary course consistent with past practice under our existing credit facilities;



•

issuing or selling any debt securities (except intercompany debt securities) or warrants or other rights to acquire any debt securities of CB Richard Ellis Services or our subsidiaries;



•

making any loans or advances, other than to employees and consultants in the ordinary course of business;



•

making any capital contributions to or investments in any entity other than CB Richard Ellis Services or any of our subsidiaries;



•

assuming, guaranteeing or endorsing, or otherwise as an accommodation becoming responsible for, the obligations of any individual or entity, other than the obligations of our subsidiaries or the endorsements of negotiable instruments for collection in the ordinary course of business consistent with past practice;



•

except in the ordinary course consistent with past practice, materially amending, modifying or terminating any material agreement of CB Richard Ellis Services or any of our significant subsidiaries, or waiving any material rights, claims or benefits under any such agreement;



•

increasing the amount of compensation of any of our directors or executive officers except as required by law or any existing agreement;



•

granting any severance or termination pay to any of our directors or senior officers or any of our significant subsidiaries, except as required by law or any existing agreement;



•

adopting any additional material employee benefit plan or, except as required by law or as necessary to comply with the terms of the merger agreement, amending in any material respect any existing employee benefit plan;

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•

materially changing our methods of accounting in effect at September 30, 2000, except as required by changes in GAAP or by Regulation S-X under the Securities Exchange Act of 1934;



•

settling any material litigation, arbitration, investigation, proceeding or other claim, or any claim against us arising out of the transactions contemplated by the merger agreement;



•

other than in the ordinary course of business consistent with past practice, making any material tax election, taking any tax position or adopting any method in any tax return that is materially inconsistent with elections made, positions taken or methods used in prior periods;



•

other than in the ordinary course of business consistent with past practice, entering into any settlement or compromise of any material tax liability;



•

other than in the ordinary course of business consistent with past practice, filing any amended CB Richard Ellis Services tax return with respect to any material tax;



•

other than in the ordinary course of business consistent with past practice, changing any annual tax accounting period;



•

other than in the ordinary course of business consistent with past practice, entering into any closing agreement relating to any material tax;



•

other than in the ordinary course of business consistent with past practice, surrendering any right to claim a material tax refund; and



•

adopting any plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of CB Richard Ellis Services or any of our subsidiaries, other than the merger.

No Solicitation

    We have agreed that we will not, that we will cause our subsidiaries not to, and that we will not authorize or knowingly permit our officers, directors, employees, representatives or agents to, directly or indirectly solicit or initiate, participate in any discussions or negotiations with any third parties or furnish information to any third party regarding, or take any other action to knowingly facilitate any inquiries regarding, the making of any proposal with respect to, any merger, consolidation or other business combination with respect to us or with respect to the sale of (1) more than 15% of our equity interests or (2) 15% or more of the fair market value of our assets and the assets of our subsidiaries on a consolidated basis.

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

    We have agreed to promptly notify BLUM CB Corp. of any such proposals or inquiries, including the identities of the parties making the proposals or inquiries and the terms and conditions of the proposals or inquiries, and thereafter to keep BLUM CB Corp. informed about changes in the terms

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and conditions of the proposal and the status of any negotiations, discussions and documents with respect to the proposal or request.

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

Access to Information

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

Regulatory and Other Consents and Approvals

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

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

Financing Arrangements

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

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Conditions to the Merger

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

•

stockholders who hold a majority of our outstanding common stock must adopt the merger agreement;

•

stockholders who hold at least two-thirds of the shares of our outstanding common stock not owned by the continuing stockholders or their affiliates must adopt the merger agreement;

•

the applicable waiting periods or required approvals under the HSR Act, any similar foreign competition laws or any other similar law required prior to the completion of the merger must have expired or been terminated or received;

•

no governmental entity can have enacted any law or taken any other action that restrains, enjoins or otherwise prohibits the merger or makes it illegal; and

•

the registration statement filed by CBRE Holding must have been declared effective by the Securities and Exchange Commission and continue to be effective.

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

•

the acquisition companies must have performed in all material respects all of their obligations under the merger agreement required to be performed at or before the effective time of the merger;

•

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

•

we must have received a certificate signed by the president or chief executive officer of each of the acquisition companies as to compliance with the conditions specified in the two preceding paragraphs;

•

the acquisition companies must have obtained or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings with any governmental entity that are required in connection with the merger and the other transactions contemplated by the merger agreement and that, if not obtained, would make the merger illegal or would be reasonably likely, individually or in the aggregate, to prevent or materially impair the ability of the acquisition companies to complete the merger and the other the transactions contemplated by the merger, or to have a material adverse effect on the surviving corporation in the merger; and

•

the special committee must have received a letter addressed to it from a valuation firm as to the solvency of CB Richard Ellis Services and our subsidiaries after giving effect to the merger, the financing arrangements contemplated by BLUM CB Corp. with respect to the merger and the other transactions contemplated by the merger agreement.

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

•

we must have performed in all material respects our obligations contained in the merger agreement required to be performed at or before the effective time of the merger;

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•

the representations and warranties made by us in the merger agreement (1) that are qualified by reference to a material adverse effect on us must be true and correct and (2) all other representations and warranties made by us in the merger agreement must have been true and correct in all material respects, in each case when made and as of the effective time of the merger;

•

BLUM CB Corp. must have received a certificate signed by our chief executive officer or chief financial officer as to our compliance with the conditions specified in the two preceding paragraphs;

•

we must have obtained or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings with any governmental entity or third party that are required in connection with the merger and the other transactions contemplated by the merger agreement and that, if not obtained, would make the merger illegal or would be reasonably likely to have, individually or in the aggregate, a material adverse effect on us (unless the failure of this condition to be satisfied is due to willful breach by either of the acquisition companies of any agreement or representation, including the agreements and representations related to BLUM CB Corp.'s financing arrangements for the merger and the other transactions contemplated by the merger agreement);

•

the funding contemplated by the commitment letters for BLUM CB Corp.'s debt financing of the merger and the other transactions contemplated by the merger agreement must have been obtained, or suitable alternative financing must have been obtained; and

•

consent must have been obtained from the holders of the portion of our 8⁷/8% senior subordinated notes outstanding required to amend those notes' indenture to permit the merger and the other transactions contemplated by the merger agreement.

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

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

Indemnification and Insurance

    Under the merger agreement, after the effective time of the merger, we, as the surviving corporation, will continue to honor all obligations to indemnify or advance expenses to present or former directors, officers and employees under agreements in effect as of the date of the merger agreement, with regard to matters occurring on or before the merger. In addition, for a period of six years following the merger, we are required to indemnify and defend all present and former directors,

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officers and employees of CB Richard Ellis Services and our subsidiaries from all costs, expenses, judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any claim pertaining to actions or omissions in their capacity as directors or officers of CB Richard Ellis Services or any subsidiary or their service at the request of CB Richard Ellis Services or a subsidiary as a fiduciary, on or before the merger.

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

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

Amendment and Waiver

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

Termination of the Merger Agreement

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

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

Termination by CB Richard Ellis Services or BLUM CB Corp.

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

•

the merger has not occurred by July 20, 2001, except that a party's right to terminate under this provision is not available if the failure of the merger to occur by this date has resulted from a breach of the merger agreement by that party;

•

any law makes the merger illegal or otherwise prohibited or any governmental entity enters a judgment, injunction, order or decree enjoining the merger which becomes final and nonappealable, and prior to termination the parties have used reasonable best efforts to resist, resolve or lift the law, judgment, injunction, order or decree; or

•

our stockholders fail to adopt the merger agreement at the stockholders' meeting.

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Termination by CB Richard Ellis Services

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

•

our board of directors or the special committee has determined, after consultation with its financial and legal advisors, to advance an acquisition proposal and to enter into a binding agreement concerning the acquisition proposal, provided that the notice and other requirements for termination under this provision are met, as described above under "—No Solicitation" (except that termination under this provision is not effective until we have paid the termination fee described below under "—Termination Fee"); or

•

either of the acquisition companies has breached any representation, warranty, covenant or agreement in the merger agreement and this would cause the representations and warranties made by them in the merger agreement not to be true in all material respects when made or at and as of the effective time of the merger, and the breach cannot be corrected before July 20, 2001.

Termination by BLUM CB Corp.

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

•

we have breached or failed to perform any representation, warranty, covenant or agreement in the merger agreement and this would cause the representations and warranties made by us in the merger agreement not to be true in all material respects when made at and as of the effective time of the merger, and the breach cannot be corrected before July 20, 2001;

•

our board of directors or the special committee amends, withdraws, modifies, changes, conditions or qualifies its recommendation of the merger agreement to our stockholders in any manner adverse to the acquisition companies, or approves or recommends to stockholders an acquisition proposal other than one by the acquisition companies or their affiliates, or approves or recommends to our stockholders that they tender shares of our common stock in a tender or exchange offer that is an acquisition proposal other than one by the acquisition companies or their affiliates;

•

our board of directors or the special committee delivers any notice that it intends to terminate the merger agreement as described above under "—No Solicitation" and does not unconditionally withdraw the notice within three business days of delivering it;

•

our board of directors, the special committee, or any other duly authorized committee of the board approves a resolution to take or agrees to take the actions described in either of the two preceding paragraphs; or

•

any person or group other than the acquisition companies or their affiliates acquires beneficial ownership of a majority of our outstanding common stock.

Termination Fee

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

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

•

by CB Richard Ellis Services, under the provision giving rise to a right of termination as a result of our board of directors or the special committee determining to advance an acquisition

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proposal and enter into a binding agreement concerning the acquisition proposal with a third party, as described above under "—No Solicitation";

•

by BLUM CB Corp. under the provision giving rise to a right of termination as a result of our board of directors or the special committee amending, withdrawing, modifying, changing, conditioning or qualifying its recommendation of the merger agreement to our stockholders in any manner adverse to the acquisition companies, or approving or recommending to stockholders an acquisition proposal other than one by the acquisition companies or their affiliates, or approving or recommending to our stockholders that they tender shares of our common stock in a tender or exchange offer that is an acquisition proposal other than one by the acquisition companies or their affiliates;

•

by BLUM CB Corp. under the provision giving rise to a right of termination as a result of our board of directors or the special committee delivering any notice that it intends to terminate the merger agreement as described above under "—No Solicitation" and not unconditionally withdrawing the notice within three business days of delivering it;

•

by BLUM CB Corp. under the provision giving rise to a right of termination as a result of our board of directors, the special committee, or any other duly authorized committee of the board approving a resolution to take or agreeing to take the actions described in either of the two preceding paragraphs; or

•

by BLUM CB Corp. under the provision giving rise to a right of termination as a result of any person or group other than the acquisition companies or their affiliates acquiring beneficial ownership of a majority of our outstanding common stock.

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

•

an acquisition proposal meeting certain conditions has been made prior to the stockholder meeting or such termination (in the case of (b), prior to the breach giving rise to termination); and

•

a transaction contemplated by an acquisition proposal meeting certain conditions is completed or a definitive agreement related to such a transaction is entered into within twelve months after the date the merger agreement is terminated.

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OTHER AGREEMENTS

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

Contribution and Voting Agreement

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

Contributions

    Pursuant to the contribution and voting agreement, immediately prior to the merger, each of the continuing stockholders will contribute to CBRE Holding all of the shares of our common stock that he or it holds. In connection with the merger, each of the shares of our common stock that the continuing stockholders contribute to CBRE Holding will be cancelled, and CBRE Holding will not receive any consideration for those shares of stock. Various affiliates of RCBA Strategic Partners that hold 1,077,986 shares of our common stock, will have their shares converted into the right to receive $16.00 in cash per share in the merger. An aggregate of 6,974,126 shares of our common stock will be contributed by the continuing stockholders to CBRE Holding.

    Also pursuant to the contribution and voting agreement, immediately prior to the merger, RCBA Strategic Partners has agreed that either it or one or more of its affiliates will purchase between $60.8 million and $109.9 million worth of shares of CBRE Holding common stock at a cash price of $16.00 per share. This cash equity contribution to be made by RCBA Strategic Partners or its affiliates and the number of shares of CBRE Holding common stock to be purchased by them, will be reduced by the amount of any cash proceeds received and the number shares of CBRE Holding common stock purchased, respectively, in offerings that CBRE Holding intends to make prior to the closing of the merger to employees of CB Richard Ellis Services and its subsidiaries. These offerings will be made only pursuant to prospectuses complying with applicable securities laws. This proxy statement is not an offer to sell, or a solicitation of an offer to buy, any of our securities or the securities of CBRE Holding. After these offerings have been completed and RCBA Strategic Partners and its affiliates have made the contribution of cash to CBRE Holding, the shares of CBRE Holding common stock that will be owned by the continuing stockholders will be equal to between approximately 78% and approximately 97% of CBRE Holding's outstanding common stock, depending upon how many shares are purchased in the offerings.

Voting and Exclusivity

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

•

any proposal or offer with respect to, or transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving us or any of our subsidiaries, or



•

any purchase or sale of 20% or more of our consolidated assets, including without limitation stock of our subsidiaries, or

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•

a tender or exchange offer for our equity securities that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of our total voting power, or of the surviving parent entity in such a transaction, or any of our subsidiaries.

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

Fees and Expenses

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

•

first, to RCBA Strategic Partners and the continuing stockholders other than the affiliates of Freeman Spogli in an amount equal to their transaction expenses, or to the extent such transaction expenses exceed the termination fee, then each party will receive a pro rata amount of the termination fee based upon the party's transaction expenses incurred;



•

second, if available, any amounts required to be paid to CSFB and DLJ under the debt financing documents; and



•

third, subject to the following paragraph, if applicable, the remaining amount of the termination fee to RCBA Strategic Partners or its affiliates.

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

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

Warrants and Warrant Agreement

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

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

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

Guarantee and Related Agreement

Guarantee Agreement

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

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

Related Agreement

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

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Securityholders' Agreement

General

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

Restrictions on Transfer

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

Right of First Offer

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

Tag-Along Rights and Drag-Along Rights

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

Participation Rights

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

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Registration Rights

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

Board of Directors

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

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

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

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PRICE RANGE OF COMMON STOCK

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

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

DIVIDENDS

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

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SELECTED CONSOLIDATED FINANCIAL DATA

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

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(1)

The results include the activities of Koll Real Estate Services from the date we acquired it, August 28, 1997, to December 31, 2000, REI Limited from the date we acquired it, April 17, 1998, to December 31, 2000 and CB Hillier Parker Limited from the date we acquired it, July 7, 1998, to December 31, 2000. For the year ended December 31, 1998, basic and diluted loss per share include a deemed dividend of $32.3 million on the repurchase of CB Richard Ellis Services' preferred stock. For the year ended December 31, 1996 net income includes a tax benefit of $55.9 million due to a reduction in CB Richard Ellis Services' deferred tax asset valuation allowance. A portion of CB Richard Ellis Services' net operating losses would be realizable due to its ability to generate additional taxable income in the future.

(2)

EPS represents earnings (loss) per share.

(3)

EBITDA represents earnings before interest expense, income taxes, depreciation and amortization of intangible assets relating to acquisitions, merger-related and other nonrecurring charges. CB Richard Ellis Services' management believes that the presentation of EBITDA will enhance a reader's understanding of our operating performance and ability to service debt as it provides a measure of cash generated (subject to the payment of interest and income taxes) that can be used by CB Richard Ellis Services to service its debt and for other required or discretionary purposes. Net cash that will be available to us for discretionary purposes represents remaining cash, after debt service and other cash requirements, such as capital expenditures, are deducted from EBITDA. EBITDA should not be considered as an alternative to (a) operating income determined in accordance with GAAP or (b) operating cash flow determined in accordance with GAAP. Our calculation of EBITDA may not be comparable to similarly titled measures reported by other companies.

(4)

CB Richard Ellis Services has not declared any cash dividends on our common stock for the periods shown.

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COMMON STOCK PURCHASE INFORMATION

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

Purchases by CB Richard Ellis Services

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

Purchases by the Continuing Stockholders

RCBA Strategic Partners, L.P.

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