UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CB RICHARD ELLIS GROUP, INC.
------------------------------------------
(Name of Issuer)
CLASS A COMMON STOCK, $0.01 par value
-------------------------------------
(Title of Class of Securities)
12497T101
---------
(CUSIP Number)
Gregory D. Hitchan
Blum Capital Partners, L.P.
909 Montgomery Street, Suite 400
San Francisco, CA 94133
(415) 434-1111
-------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 13, 2004
-----------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
Page 1 of 11
CUSIP NO. 12497T101 SCHEDULE 13D Page 2 of 11
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1. NAME OF REPORTING PERSON BLUM STRATEGIC GP, L.L.C.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-3303831
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [x]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS* See Item 3
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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7. SOLE VOTING POWER -0-
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 18,506,778**
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 18,506,778**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,506,778**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.2%**
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14. TYPE OF REPORTING PERSON OO (Limited Liability Company)
-----------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 12497T101 SCHEDULE 13D Page 3 of 11
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1. NAME OF REPORTING PERSON BLUM STRATEGIC PARTNERS, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-3303833
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [x]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS* See Item 3
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
-----------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 18,506,778**
BENEFICIALLY
OWNED BY EACH
PERSON WITH ----------------------------------------------------------
9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 18,506,778**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,506,778**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.2%**
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON PN
-----------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 12497T101 SCHEDULE 13D Page 4 of 11
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1. NAME OF REPORTING PERSON BLUM STRATEGIC GP II, L.L.C.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-3395150
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [x]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS* See Item 3
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
-----------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 18,506,778**
BENEFICIALLY
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 18,506,778**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,506,778**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.2%**
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON OO (Limited Liability Company)
-----------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 12497T101 SCHEDULE 13D Page 5 of 11
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1. NAME OF REPORTING PERSON BLUM STRATEGIC PARTNERS II, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-3395151
-----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [x]
-----------------------------------------------------------------------------
3. SEC USE ONLY
-----------------------------------------------------------------------------
4. SOURCE OF FUNDS* See Item 3
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
-----------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 18,506,778**
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 18,506,778**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,506,778**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.2%**
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON PN
-----------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 12497T101 SCHEDULE 13D Page 6 of 11
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1. NAME OF REPORTING PERSON RICHARD C. BLUM
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [x]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS* See Item 3
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
-----------------------------------------------------------------------------
7. SOLE VOTING POWER 2,491
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 18,506,778**
BENEFICIALLY
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER 2,491
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 18,506,778**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,509,269**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.2%**
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON IN
-----------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 12497T101 SCHEDULE 13D Page 7 of 11
Item 1. Security and Issuer
----------------------------
This Amendment No. 1 amends the Statement on Schedule 13D (the "Schedule
13D") filed with the Securities and Exchange Commission (the "Commission") on
June 21, 2004 by Blum Strategic GP, L.L.C., a Delaware limited liability
company ("Blum GP"); Blum Strategic Partners, L.P., a Delaware limited
partnership ("Blum Strategic"); Blum Strategic GP II, L.L.C., a Delaware
limited liability company ("Blum GP II"); Blum Strategic Partners II, L.P., a
Delaware limited partnership ("Blum Strategic II"); and Richard C. Blum, a
managing member of Blum GP and Blum GP II (collectively, the "Reporting
Persons"). This Amendment to the Schedule 13D relates to shares of Class A
Common Stock, $0.01 par value per share (the "Common Stock") of CB Richard
Ellis Group, Inc., a Delaware corporation (the "Issuer"). The principal
executive office and mailing address of the Issuer is 865 South Figueroa
Street, Suite 3400, Los Angeles, California 90017. The following amendments
to the Schedule 13D are hereby made. Unless otherwise defined herein, all
capitalized terms shall have the meanings ascribed to them in the Schedule
13D.
Item 4. Purpose of Transaction
-------------------------------
Pursuant to the terms of an Underwriting Agreement, dated as of December 7,
2004 (the "Underwriting Agreement"), among the Issuer, Blum Strategic, Blum
Strategic II, Blum Strategic Partners II GmbH & Co. KG ("Blum Strategic II
KG"), the other selling stockholders party thereto and the underwriters party
thereto, on December 13, 2004, Blum Strategic, Blum Strategic II and Blum
Strategic II KG sold to such underwriters an aggregate of 10,000,000 shares
of Common Stock at a price of $26.88 per share (net of underwriting discounts
and commissions), in a public offering pursuant to the Issuer's Registration
Statement on Form S-1 (Registration No. 333-120445) (the "Offering"). Also
pursuant to the Underwriting Agreement, Blum Strategic, Blum Strategic II and
Blum Strategic II KG granted to such underwriters a 30-day option to purchase
an aggregate of 541,574 additional shares of Common Stock, at a price of
$26.88 per share (net of underwriting discounts and commissions), to cover
over-allotments, which option was exercised in full on December 9, 2004 and
all such shares were sold on December 13, 2004.
The information set forth in this Item 4 is qualified in its entirety by
reference to the Underwriting Agreement (Exhibit A hereto) and the Second
Amendment and Waiver (Exhibit B hereto), each of which is incorporated by
reference herein in its entirety.
Item 5. Interest in Securities of the Issuer
---------------------------------------------
The information set forth in this Item 5 is qualified in its entirety by
reference to the Second Amendment and Waiver (Exhibit B hereto), which is
incorporated by reference herein in its entirety.
(a),(b) Based upon information provided by the Issuer, as of November 30,
2004 there were 70,677,785 shares of Common Stock issued and outstanding.
Based on such information, after taking into account the transactions
CUSIP NO. 12497T101 SCHEDULE 13D Page 8 of 11
described in Item 5(c) below, the Reporting Persons report ownership of the
following shares of Common Stock: (i) 8,467,741 shares of Common Stock held
by Blum GP on behalf of the limited partnerships for which it serves as the
general partner, which represents 12% of the outstanding shares of the Common
Stock; (ii) 10,039,037 shares of the Common Stock held by Blum GP II on
behalf of the limited partnership for which it serves as the general partner
and on behalf of the limited partnership for which it serves as the managing
limited partner, which represents 14.2% of the outstanding shares of the
Common Stock; and (iii) Mr. Blum, who is a director of the Issuer, reports
the aggregate of these shares and the 2,491 shares of the Common Stock of
which he has sole beneficial ownership for a total of 18,509,269 shares of
the Common Stock, which represents 26.2% of the outstanding shares of Common
Stock.
Voting and investment power concerning the above shares are held solely by
Blum GP and Blum GP II. The Reporting Persons therefore may be deemed to be
members in a group, in which case the group would be deemed to have
beneficial ownership of an aggregate of 18,506,778 shares of the Common
Stock, which is 26.2% of the outstanding Common Stock. Mr. Blum may be
deemed to be the beneficial owner of the securities over which Blum GP and
Blum GP II has voting and investment power. In addition, Mr. Blum has sole
beneficial ownership of 2,491 shares of the Common Stock (consisting of
shares held directly and options currently exercisable). Mr. Blum is
Chairman of the Issuer. Although Mr. Blum is joining in this Schedule as a
Reporting Person, the filing of this Schedule shall not be construed as an
admission that he, or any of the other managing members and members of Blum
GP and Blum GP II, is, for any purpose, the beneficial owner of any of the
securities that are beneficially owned by Blum GP or Blum GP II.
As a result of the provisions in the Securityholders' Agreement affecting the
voting of shares of Common Stock (as described in Item 6 of this Schedule
13D), Blum Strategic, Blum Strategic II and Blum Strategic II KG, together
with the other parties thereto that formerly held shares of Class B Common
Stock, other than Frederic V. Malek, may be deemed to constitute a group
within the meaning of Section 13(d)(3) of the Exchange Act. As such, the
group formed thereby would be deemed to beneficially own the aggregate
24,293,898 shares of Common Stock held by such persons, which would represent
34.1% of the outstanding shares of Common Stock. The parties to the
Securityholders' Agreement that formerly held shares of Class B Common Stock
are the following: Blum Strategic; Blum Strategic II; Blum Strategic II KG;
FS Equity Partners III, L.P. ("FSEP III"); FS Equity Partners International,
L.P. ("FSEP International"); Ray Wirta, who as of the date of this Schedule
13D is the Chief Executive Officer, and a director, of the Issuer; Brett
White, who as of the date of this Schedule 13D is the President, and a
director, of the Issuer; and The Koll Holding Company. However, the
Reporting Persons disclaim the existence of such group and disclaim
beneficial ownership of the shares of Common Stock directly held by any of
the other parties to the Securityholders' Agreement.
c) The Reporting Persons effected the following transactions in the Common
Stock during the 60 days prior to the filing of this Schedule 13D:
CUSIP NO. 12497T101 SCHEDULE 13D Page 9 of 11
On December 13, 2004, the Reporting Persons sold the following number
of shares of Common Stock in the Offering for a price of $26.88 per
share (net of underwriting discounts and commissions):
Entity Shares
------ ---------
The limited partnership for 4,823,277
which Blum GP serves as
general partner.
Entity Shares
------ ---------
The limited partnerships for 5,718,297
which Blum GP II serves as
general partner and the
managing limited partner.
(d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
-----------------------------------------------------------------------------
In connection with the Offering, each of Blum Strategic, Blum Strategic II,
Blum Strategic II KG and the other parties to the Securityholders' Agreement
as of April 14, 2004 entered into the Second Amendment and Waiver, which, in
addition to amending certain terms of the Securityholders' Agreement, also
provided for certain agreements with respect to the Offering between and
among the Issuer and certain of the stockholders that are parties to the
Securityholders' Agreement.
Also in connection with the Offering, each of Blum Strategic, Blum Strategic
II, Blum Strategic II KG, Richard C. Blum and Jeffrey A. Cozad entered into
an agreement dated as of November 22, 2004 (a "Lock-Up Letter") with Credit
Suisse First Boston LLC (acting on behalf of itself and the several
underwriters of the Offering), pursuant to which, among other things, each
agreed that for a period ending 90 days after the date of the final
prospectus relating to the Offering, such Reporting Person will not, without
the prior written consent of Credit Suisse First Boston LLC: (i) offer, sell,
contract to sell, pledge or otherwise dispose of, directly or indirectly, any
shares of securities or securities convertible into or exchangeable or
exercisable for any shares of securities, (ii) enter into a transaction which
would have the same effect, or enter into any swap, hedge or other
arrangement that transfers, in whole or in part, any of the economic
consequences of ownership of securities, whether any such aforementioned
transaction is to be settled by delivery of the securities or such other
securities, in cash or otherwise, or (iii) publicly disclose the intention to
make any such offer, sale, pledge, or disposition, or to enter into any such
transaction, swap, hedge or other arrangement.
CUSIP NO. 12497T101 SCHEDULE 13D Page 10 of 11
Also in connection with the Offering, each of Blum Strategic, Blum Strategic
II and Blum Strategic II KG entered into the Underwriting Agreement. The
Underwriting Agreement provided for the sale of an aggregate of 10,000,000
shares of Common Stock by Blum Strategic, Blum Strategic II and Blum
Strategic II KG to the underwriters named therein at a price of $26.88 per
share (net of underwriting discounts and commissions) in connection with the
Offering, which sale was completed on December 13, 2004. Also pursuant to
the Underwriting Agreement, Blum Strategic, Blum Strategic II and Blum
Strategic II KG granted to such underwriters a 30-day option to purchase an
aggregate of 541,574 additional shares of Common Stock, at a price of $26.88
per share (net of underwriting discounts and commissions), to cover over-
allotments, which option was exercised in full on December 9, 2004 and such
shares were sold on December 13, 2004.
Except as set forth above, none of the Reporting Persons or, to the best
knowledge of the Reporting Persons, the other persons named in Item 2, is a
party to any contract, arrangement, understanding or relationship with
respect to any securities of the Issuer, including but not limited to the
transfer or voting of any securities of the Issuer, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
The information set forth in this Item 6 is qualified in its entirety by
reference to the Underwriting Agreement (Exhibit A hereto), the Second
Amendment and Waiver (Exhibit B hereto) and the form of Lock-up Letter
(Exhibit C hereto), each of which is incorporated by reference herein in its
entirety.
Item 7. Material to be Filed as Exhibits
-----------------------------------------
Exhibit A Underwriting Agreement (incorporated by reference to Exhibit 1 of
Amendment No. 1 of the Issuer's Registration Statement on Form S-1
(No. 333-120445) filed with the Securities and Exchange Commission
on November 24, 2004).
Exhibit B Second Amendment and Waiver (incorporated by reference to Exhibit
4.2(c) of Amendment No. 1 of the Issuer's Registration Statement on
Form S-1 (No. 333-120445) filed with the Securities and Exchange
Commission on November 24, 2004).
Exhibit C Form of Lock-up Letter (filed herewith).
Exhibit D Joint Filing Undertaking (filed herewith).
CUSIP NO. 12497T101 SCHEDULE 13D Page 11 of 11
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: December 20, 2004
BLUM STRATEGIC GP, L.L.C. BLUM STRATEGIC PARTNERS, L.P.
By: Blum Strategic GP, L.L.C.
Its General Partner
By: /s/ Gregory D. Hitchan By: /s/ Gregory D. Hitchan
------------------------------- -------------------------------
Gregory D. Hitchan Gregory D. Hitchan
Member and General Counsel Member and General Counsel
BLUM STRATEGIC GP II, L.L.C. BLUM STRATEGIC PARTNERS II, L.P.
By: Blum Strategic GP II, L.L.C.
Its General Partner
By: /s/ Gregory D. Hitchan By: /s/ Gregory D. Hitchan
------------------------------- ------------------------------
Gregory D. Hitchan Gregory D. Hitchan
Member and General Counsel Member and General Counsel
RICHARD C. BLUM
By: /s/ Gregory D. Hitchan
-------------------------------------
Gregory D. Hitchan, Attorney-in-Fact
CUSIP NO. 12497T101 SCHEDULE 13D Page 1 of 4
EXHIBIT C
Form of Lock-up Letter
November 22, 2004
CB Richard Ellis Group, Inc.
865 South Figueroa Street, Suite 3400
Los Angeles, CA 90017
Credit Suisse First Boston LLC
Citigroup Global Markets Inc.
J.P. Morgan Securities Inc.
Lehman Brothers Inc.
Bear, Stearns & Co. Inc.
Goldman, Sachs & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
c/o Credit Suisse First Boston LLC
Eleven Madison Avenue
New York, NY 10010-3629
Dear Sirs:
As an inducement to the Underwriters to execute the Underwriting
Agreement, pursuant to which a secondary offering will be made of 17,250,000
shares of Class A Common Stock, $0.01 par value per share (the "Securities")
(which amount includes 2,250,000 shares of Securities to cover over-
allotments of shares of Securities, if any), of CB Richard Ellis Group, Inc.,
and any successor (by merger or otherwise) thereto (the "Company") by certain
stockholders of the Company, the undersigned hereby agrees that from the date
hereof and until 90 days after the public offering date set forth on the final
prospectus used to sell the Securities (the "Public Offering Date") pursuant to
the Underwriting Agreement, to which you are or expect to become parties, the
undersigned will not offer, sell, contract to sell, pledge or otherwise dispose
of, directly or indirectly, any shares of Securities or securities convertible
into or exchangeable or exercisable for any shares of Securities, enter into a
transaction which would have the same effect, or enter into any swap, hedge or
other arrangement that transfers, in whole or in part, any of the economic
consequences of ownership of the Securities, whether any such aforementioned
transaction is to be settled by delivery of the Securities or such other
securities, in cash or otherwise, or publicly disclose the intention to make
any such offer, sale, pledge or disposition, or to enter into any such
transaction, swap, hedge or other arrangement, without, in each case, the prior
written consent of Credit Suisse First Boston LLC. In addition, the
undersigned agrees that, without the prior written consent of Credit Suisse
First Boston LLC, it will not, during the period commencing on the date hereof
and ending 90 days after the Public Offering Date, make any demand for or
exercise any right with respect to, the registration of any Securities or any
security convertible into or exercisable or exchangeable for the Securities.
CUSIP NO. 12497T101 SCHEDULE 13D Page 2 of 4
Any Securities received upon exercise of options granted to the
undersigned will also be subject to this Agreement. The restrictions contained
in this Agreement will not apply to (i) any Securities sold by the undersigned
pursuant to the Underwriting Agreement; (ii) any Securities or any security
convertible into or exercisable or exchangeable for Securities acquired by
the undersigned in the open market after the Public Offering Date;
(iii) transfers of Securities or any security convertible into or exercisable
or exchangeable for Securities as a bona fide gift or gifts; (iv) transfers
or distributions of Securities or any security convertible into or
exercisable or exchangeable for Securities to affiliates (as defined in Rule
405 under the Securities Act of 1933) of the undersigned; (v) if the
undersigned is a partnership, corporation or limited liability company,
distributions of Securities to any partners, shareholders or members of the
undersigned; (vi) transfers by the undersigned or its distributee or
transferee of Securities or securities convertible into or exercisable or
exchangeable for Securities to a family member of the undersigned or its
distributee or transferee or trust created for the benefit of the undersigned
or its distributee or transferee or family member of the undersigned or its
distributee or transferee; or (vii) any private resale of Securities;
provided, that in the case of any transfer, distribution or resale, such
transferee, distributee or purchaser agrees to be bound in writing by the
terms of this Agreement prior to such transfer, distribution or resale. The
restrictions contained in this Agreement also will not apply to transfers by
the undersigned of Securities beneficially owned by the undersigned to
established charitable entities; provided, however, that the aggregate amount
of all such transfers to established charitable entities by any of the Blum
Stockholders (as defined herein) (including the undersigned) shall not exceed
$2.0 million in Securities (based on the market price of the Securities at
the time of each such transfer). For the purpose of the preceding sentence,
"Blum Stockholders" means Richard C. Blum, Jeffrey A. Cozad, Blum Strategic
Partners, L.P., Blum Strategic Partners II, L.P. and Blum Strategic Partners
II GmbH & Co. KG.
In furtherance of the foregoing, the Company and its transfer agent
and registrar are hereby authorized to decline to make any transfer of shares
of Securities if such transfer would constitute a violation or breach of this
Agreement.
This Agreement shall be binding on the undersigned and the
successors, heirs, personal representatives and assigns of the undersigned.
This Agreement shall lapse and become null and void on the earlier of the
following: (i) if the Public Offering Date shall not have occurred on or
before January 31, 2005, and (ii) the date that the Registration Statement on
Form S-1 relating to the proposed offering is withdrawn.
Very truly yours,
BLUM STRATEGIC PARTNERS, L.P.,
By: Blum Strategic GP, L.L.C. its general partner
By: /s/ Gregory D. Hitchan
Name: Gregory D. Hitchan
Title: Member and General Counsel
CUSIP NO. 12497T101 SCHEDULE 13D Page 3 of 4
BLUM STRATEGIC PARTNERS II, L.P.,
By: Blum Strategic GP II, L.L.C. its general partner
By: /s/ Gregory D. Hitchan
Name: Gregory D. Hitchan
Title: Member and General Counsel
BLUM STRATEGIC PARTNERS II GmbH & Co. KG,
By: Blum Strategic GP II, L.L.C.
its managing limited partner
By: /s/ Gregory D. Hitchan
Name: Gregory D. Hitchan
Title: Member and General Counsel
CUSIP NO. 12497T101 SCHEDULE 13D Page 4 of 4
Exhibit H
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto, hereby execute this
agreement as an exhibit to this Schedule 13D to evidence the agreement of the
below-named parties, in accordance with the rules promulgated pursuant to the
Securities Exchange Act of 1934, to file this Schedule jointly on behalf of
each such party.
Dated: December 20, 2004
BLUM STRATEGIC GP, L.L.C. BLUM STRATEGIC PARTNERS, L.P.
By: Blum Strategic GP, L.L.C.
Its General Partner
By: /s/ Gregory D. Hitchan By: /s/ Gregory D. Hitchan
------------------------------ -------------------------------
Gregory D. Hitchan Gregory D. Hitchan
Member and General Counsel Member and General Counsel
BLUM STRATEGIC GP II, L.L.C. BLUM STRATEGIC PARTNERS II, L.P.
By: Blum Strategic GP II, L.L.C.
Its General Partner
By: /s/ Gregory D. Hitchan By: /s/ Gregory D. Hitchan
------------------------------- -----------------------------
Gregory D. Hitchan Gregory D. Hitchan
Member and General Counsel Member and General Counsel
RICHARD C. BLUM
By: /s/ Gregory D. Hitchan
-------------------------------------
Gregory D. Hitchan, Attorney-in-Fact