-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ImmWiewkIWdx0YSkY7cstqfVhOrr8XbVHxRwIm9NcZI8+SbeFUSIlnhRCpSPepLy wk04R0bydEB/QLfy4Ap9bQ== 0000950134-98-008179.txt : 19981021 0000950134-98-008179.hdr.sgml : 19981021 ACCESSION NUMBER: 0000950134-98-008179 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19981020 SROS: NONE GROUP MEMBERS: CFH CAPITAL RESOURCES LP GROUP MEMBERS: CFH TRADE NAMES LP GROUP MEMBERS: CFHS LLC GROUP MEMBERS: CROW FAMILY INC GROUP MEMBERS: CROW FAMILY PARTNERSHIP LP GROUP MEMBERS: CROW HARLAN R SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRAMMELL CROW CO CENTRAL INDEX KEY: 0001022438 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE OPERATORS (NO DEVELOPERS) & LESSORS [6510] IRS NUMBER: 752721454 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-52067 FILM NUMBER: 98727830 BUSINESS ADDRESS: STREET 1: 3500 TRAMMELL CROW CENTER 2001 ROSE AVEN STREET 2: 214-863-3000 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2148633000 MAIL ADDRESS: STREET 1: 2001 ROSS AVENUE STREET 2: 400 TRAMMELL CROW CENTER CITY: DALLAS STATE: TX ZIP: 75201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CROW HARLAN R CENTRAL INDEX KEY: 0001015893 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2001 ROSS AVE STE 3200 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2148634000 MAIL ADDRESS: STREET 2: 2001 ROSS AVE STE 3200 CITY: DALLAS STATE: TX ZIP: 75201 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES AND EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) Trammell Crow Company - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 89288R 10 6 - -------------------------------------------------------------------------------- (CUSIP Number) M. Kevin Bryant Crow Family, Inc. 2001 Ross Avenue Dallas, Texas 75201 (214) 863-4000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 9, 1998 - -------------------------------------------------------------------------------- (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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box: [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filed 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). The Exhibit Index required by Rule 0-3(c) is located at page 18 of this filing. (Continued on the following page(s)) 2 Page 2 CUSIP NO. 89288R 10 6 ----------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Crow Family Partnership, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO (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 NUMBER OF 0 SHARES ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 4,276,829 EACH ------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 4,276,829 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,276,829 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 Page 3 CUSIP NO. 89288R 10 6 ----------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CFH Capital Resources, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO (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 Texas - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 1,327,489 EACH ------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,327,489 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,327,489 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 4 Page 4 CUSIP NO. 89288R 10 6 ----------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CFHS, L.L.C. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO (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 NUMBER OF 0 SHARES ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 1,327,489 EACH ------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,327,489 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,327,489 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* 00 - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 5 Page 5 CUSIP NO. 89288R 10 6 ----------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CFH Trade Names, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO (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 Texas - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,295,217 EACH ------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,295,217 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,295,217 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 6 Page 6 CUSIP NO. 89288R 10 6 ----------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Crow Family, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO (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 Texas - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 7,899,535 EACH ------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 7,899,535 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,899,535 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 7 Page 7 CUSIP NO. 89288R 10 6 ----------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Harlan R. Crow - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO (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 United States of America - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 7,899,535 EACH ------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 7,899,535 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,899,535 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 8 This Amendment No. 1 (this "AMENDMENT") amends and supplements the Schedule 13D (the "ORIGINAL FILING" and, as amended and supplemented hereby, the "SCHEDULE 13D") originally filed with the Securities and Exchange Commission on December 11, 1997, by Crow Family Partnership, L.P., a Delaware limited partnership ("CFP"), CFH Trade Names, L.P., a Texas limited partnership ("CFH"), Crow Family, Inc., a Texas corporation ("CFI"), and Harlan R. Crow, an individual ("CROW"). Capitalized terms used but not defined in this Amendment have the meanings set forth in the Original Filing. Item 1. Security and Issuer. No change. Item 2. Identity and Background. (a)-(c), (f). This statement is filed by CFP, CFH, CFI, CFH Capital Resources, L.P., a Texas limited partnership ("CAPITAL"), CFHS, L.L.C., a Delaware limited liability company ("CFHS"), and Crow, sometimes collectively referred to herein as the "REPORTING PERSONS." Each of CFP, CFH and Capital is a Texas limited partnership principally engaged in investments. The principal place of business of each of CFP, CFH and Capital is located at 2001 Ross Avenue, Dallas, Texas 75201. CFHS is a Delaware limited liability company principally engaged in investments. CFHS' principal place of business is 2001 Ross Avenue, Dallas, Texas 75201. CFI is the general partner of each of CFP and CFH and the Manager of CFHS. CFI is a Texas corporation established as a holding company for various investments. Crow is a director and the Chief Executive Officer of CFI and is a trustee of certain family trusts which hold significant equity interests in CFP, CFH, Capital, CFHS and CFI. CFI's principal place of business is located at 2001 Ross Avenue, Dallas, Texas 75201. Crow is a director of the Company and is principally employed as an investor. His principal place of business is located at 2001 Ross Avenue, Dallas, Texas 75201. Crow is a United States citizen. The name; business address; present principal occupation or employment; and the name, principal business and address of each corporation or other organization in which such occupation of employment is conducted for each executive officer or director, each controlling person, and each executive or director of such controlling person of CFP, CFH, Capital, CFHS and CFI are set forth on Schedule I hereto, which Schedule I is incorporated herein by reference. (d)-(e). None of CFP, CFH, Capital, CFHS, CFI or Crow nor, to the best knowledge of CFP, CFH, Capital, CFHS, CFI and Crow, any of the persons listed on Schedule I attached hereto, has during the past five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree or final order Page 8 9 enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. On December 1, 1997, a wholly owned subsidiary of the Company was merged (the "MERGER") with and into Trammell Crow Company, a Texas corporation (the "PREDECESSOR COMPANY"), pursuant to an Agreement and Plan of Merger dated as of August 22, 1997, as amended by the First Amendment thereto dated November 22, 1997 (as so amended, the "MERGER AGREEMENT"). Pursuant to the Merger Agreement, on December 1, 1997, CFP's shares of capital stock of the Predecessor Company were converted into an aggregate of 5,564,318 shares of Common Stock. Also pursuant to the Merger Agreement, on such date CFH executed a License Agreement with the Company pursuant to which, subject to certain quality standards, the Company was granted certain rights to use the name "Trammell Crow," and in consideration therefor CFH received 2,295,217 shares of Common Stock. Copies of the Agreement and Plan of Merger dated as of August 22, 1997, the First Amendment thereto dated November 22, 1997 and the License Agreement are filed herewith as Exhibits 4.1, 4.2 and 10.1, respectively, and are incorporated herein by reference. The 7,859,535 shares of Common Stock initially received collectively by CFP and CFH together with any additional shares of Common Stock acquired by any other Filing Parties are referred to herein as the "SHARES." On or about February 27, 1998, CFP contributed 717,489 Shares to Capital in exchange for interests in Capital. On July 1, 1998, CFP acquired 40,000 shares of Common Stock from Anthony W. Dona for an aggregate purchase price of $1,357,500. The purchase price for those shares is subject to adjustment if CFP sells or transfers shares of Common Stock during the six-month period beginning July 1, 1998 and ending on January 1, 1999. On September 9, 1998, CFP contributed on additional 610,000 shares of Common Stock to Capital in exchange for an increased interest in Capital. Item 4. Purpose of Transaction. Each of CFP and CFH acquired the Shares it holds pursuant to the terms of the Merger Agreement and is holding them for investment purposes. Capital is holding the Shares it holds for investment purposes. Any of the Reporting Persons may purchase additional shares of Common Stock either in the open market or in private transactions, depending on his or its evaluation of the Company's business, prospects and financial condition, the market for the Common Stock, economic conditions, money and stock market conditions and other future developments. Item 5. Interest in Securities of the Issuer. (a) The aggregate number and percentage of the shares of Common Stock beneficially owned (identifying those shares of Common Stock for which there is a right to acquire) by each of the Reporting Persons, and for all of the Reporting Persons collectively, is set forth on Schedule II attached hereto and incorporated herein in full by reference thereto. (b) Schedule II attached hereto shows the number of shares of Common Stock as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition and shared power to dispose or to direct the disposition, Page 9 10 for each of the Reporting Persons. The applicable information required by Item 2 for each person with whom the power to vote or to direct the vote or to dispose or to direct the disposition is set forth in Item 2 above. (c) See the discussion in Item 3 above with respect to the acquisition of shares of Common Stock by CFP, CFH and Capital. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relations with Respect to Securities of the Issuer. Contemporaneously with the Merger, the Company, CFP, CFH and J. McDonald Williams, the Chairman of the Board of the Company ("WILLIAMS"), entered into a Stockholders' Agreement, pursuant to which the Company agreed, subject to certain limitations and under certain circumstances, to register for sale shares of Common Stock that are held by the parties thereto (collectively, the "REGISTRABLE SECURITIES"). The Stockholders' Agreement provides that CFP and CFH (collectively, "CROW FAMILY") and Williams may, from and after the first anniversary of the Company's initial public offering, require the Company upon written notice to register for sale such Registrable Securities (a "DEMAND REGISTRATION"), provided that the Company has no obligation to effect more than six underwritten Demand Registrations and shall only be obligated to effect the sixth underwritten Demand Registration if all remaining Registrable Securities of Crow Family are to be registered and the total amount of Registrable Securities to be included in any underwritten Demand Registration has a market value of at least $25 million. The Company has no obligation to (i) effect an underwritten Demand Registration within nine months (or file such Registration Statement within seven months) after the effective date of the immediately preceding Demand Registration or (ii) effect a shelf Demand Registration within 12 months (or file such Registration Statement within ten months) after such effective date. In addition, the Company is only required to register a number of shares of Common Stock for sale pursuant to a shelf Demand Registration that is less than or equal to five times the amount limitation prescribed by Rule 144. The holders of Registrable Securities may request an unlimited number of shelf Demand Registrations. The Stockholders' Agreement also provides that, subject to certain exceptions, in the event the Company proposes to file a registration statement with respect to an offering of any class of equity securities, other than certain types of Registrations, the Company will offer the holders of Registrable Securities the opportunity to register the number of Registrable Securities they request to include (a "PIGGYBACK REGISTRATION"), provided that the amount of Registrable Securities requested to be registered may be limited by the underwriters in an underwritten offering based on such underwriters' determination that inclusion of the total amount of Registrable Securities requested for registration exceeds the maximum amount that can be marketed at a price reasonably related to the current market price of the Common Stock or without materially and adversely affect the offering. The Company will generally be required to pay all of the expenses of Demand Registrations and Piggyback Registrations, other than underwriting discounts and commissions; provided, however, that only 50% of the expenses of underwritten Demand Registrations will be Page 10 11 borne by the Company after the first three such Demand Registrations and all road show expenses in connection with any Demand Registration will be borne by the holders of the Registrable Securities. Under the terms of the Stockholders' Agreement, the Company granted Crow Family the right to nominate a member of the Board of Directors. Crow is Crow Family's initial nominee. Each executive officer of the Company has agreed to vote his shares of Common Stock in favor of the nominee of Crow Family. Crow Family's right to nominate a director will terminate on the first date Crow Family's beneficial ownership of Common Stock represents the lesser of (i) less than 12.5% of the then outstanding Common Stock or (ii) less than 50% of the shares of Common Stock owned on the date of execution of the Agreement; provided, however, that in no event will the Company be obligated to nominate a Crow Family designee beyond the first date on which the beneficial ownership of shares of Common Stock held by Crow Family represents less than 5% of all then outstanding shares of such class. In connection with any private sale of Common Stock by Crow Family, other than to an affiliate, Crow Family will agree to give the Company 15 days notice prior to effecting such sale. Each of Crow Family and the Company has agreed, prior to the fifth anniversary of the Stockholders' Agreement, not to solicit the other's officer-level employees concerning potential employment without prior notice to the other party. In addition, each of Crow Family and the Company has agreed not to hire any employee that was improperly solicited until the earlier of (i) the involuntary termination of such officer-level employee by his/her employer and (ii) the first anniversary of the last incident of solicitation of such employee in violation of the Agreement. A copy of the Stockholders' Agreement is filed herewith as Exhibit 10.2 and is incorporated herein by reference. On July 1, 1998, CFP and Anthony W. Dona entered into a Stock Purchase Agreement (the "STOCK PURCHASE AGREEMENT") pursuant to which CFP acquired 40,000 shares of Common Stock from Mr. Dona for an aggregate purchase price of $1,357,500. The purchase price for these shares of Common Stock is subject to adjustment if CFP engages in any sale or transfer of Common Stock prior to January 1, 1999. A copy of the Stock Purchase Agreement is filed herewith as Exhibit 10.3 and is incorporated herein by reference. Attached hereto as Exhibit 99.1 and incorporated herein by reference is a copy of the Amended and Restated Agreement Among Filing Parties dated as of May 4, 1998. Item 7. Material to be Filed as Exhibits. Exhibit 4.1 - Agreement and Plan of Merger dated August 22, 1997 incorporated by reference to the Company's registration statement on Form S-1, Registration No. 333-34859 (Exhibit 2.1). Exhibit 4.2 - First Amendment to Agreement and Plan of Merger dated as of November 22, 1997, incorporated by reference to the Company's registration statement on Form S-1, Registration No. 333-34859 (Exhibit 2.2). Page 11 12 Exhibit 10.1 - Form of License Agreement between the Company and CFH, incorporated by reference to the Company's registration statement on Form S-1, Registration No. 333-34859 (Exhibit 10.2). Exhibit 10.2 - Stockholders' Agreement among the Company, CFP, CFH and certain other signatories thereto, incorporated by reference to the Company's registration statement on Form S-1, Registration No. 333-34859 (Exhibit 10.10). Exhibit 10.3 - Stock Purchase Agreement dated July 1, 1998 between CFP and Anthony W. Dona. Exhibit 99.1 - Amended and Restated Agreement Among Filing Parties (filed herewith). Page 12 13 SCHEDULE I CERTAIN INFORMATION REGARDING DIRECTORS, EXECUTIVE OFFICERS AND CONTROLLING PERSONS OF CROW FAMILY PARTNERSHIP, L.P., CFH TRADE NAMES, L.P. AND CROW FAMILY, INC. 1. CROW FAMILY PARTNERSHIP, L.P. Name and Position Business Address Present Occupation ----------------- ---------------- ------------------ Crow Family, Inc. 3200 Trammell Crow Center General Partner 2001 Ross Avenue Dallas, Texas 75201 2. CFH TRADE NAMES, L.P. Name and Position Business Address Present Occupation ----------------- ---------------- ------------------ Crow Family, Inc. 3200 Trammell Crow Center General Partner 2001 Ross Avenue Dallas, Texas 75201 3. CFH Capital Resources, L.P. Name and Position Business Address Present Occupation ----------------- ---------------- ------------------ CFHS, L.L.C. 3200 Trammell Crow Center General Partner 2001 Ross Avenue Dallas, Texas 75201 4. CFHS, L.L.C. Name and Position Business Address Present Occupation ----------------- ---------------- ------------------ Crow Family, Inc. 3200 Trammell Crow Center Manager 2001 Ross Avenue Dallas, Texas 75201 5. CROW FAMILY, INC. Name and Position Business Address Present Occupation ----------------- ---------------- ------------------ James D. Carreker 1950 Stemmons Freeway President and Chief Executive Director Suite 6001 Officer of Wyndham Dallas, Texas 75207 Harlan R. Crow 3200 Trammell Crow Center Director and Chief Executive 2001 Ross Avenue Officer Dallas, Texas 75201
14
Name and Position Business Address Present Occupation ----------------- ---------------- ------------------ Trammell Crow 3200 Trammell Crow Center Director 2001 Ross Avenue Dallas, Texas 75201 Anthony W. Dona 3200 Trammell Crow Center Director and Executive Vice 2001 Ross Avenue President Dallas, Texas 75201 Joel Ehrenkranz 375 Park Avenue, Suite 2800 Investments Director New York, New York 10152 Susan T. Groenteman 3200 Trammell Crow Center Director and Executive Vice 2001 Ross Avenue President Dallas, Texas 75201 Thomas O. Hicks 200 Crescent Court Investments Director Suite 1600 Dallas, Texas 75201 Ronald J. Terwilliger 2859 Paces Ferry Road National Managing Partner, Director Suite 1400 Trammell Crow Residential Atlanta, Georgia 30339 Company Charles R. Brindell, Jr. 3200 Trammell Crow Center Vice President 2001 Ross Avenue Dallas, Texas 75201 Ronald S. Brown 3200 Trammell Crow Center Vice President and Treasurer 2001 Ross Avenue Dallas, Texas 75201 M. Kevin Bryant 3200 Trammell Crow Center Vice President and Secretary 2001 Ross Avenue Dallas, Texas 75201 Thomas Burleson 3200 Trammell Crow Center Vice President 2001 Ross Avenue Dallas, Texas 75201 Jeffrey C. Chavez 3200 Trammell Crow Center Vice President 2001 Ross Avenue Dallas, Texas 75201 Mary M. Hager 3200 Trammell Crow Center Vice President and Assistant 2001 Ross Avenue Secretary Dallas, Texas 75201 James C. Hendricks 3200 Trammell Crow Center Vice President 2001 Ross Avenue Dallas, Texas 75201 Timothy J. Hogan 3200 Trammell Crow Center Vice President 2001 Ross Avenue Dallas, Texas 75201
15
Name and Position Business Address Present Occupation ----------------- ---------------- ------------------ Carol Kreditor 3200 Trammell Crow Center Vice President 2001 Ross Avenue Dallas, Texas 75201 Robert A. McClain 3200 Trammell Crow Center Vice President 2001 Ross Avenue Dallas, Texas 75201 Ann Murray 3200 Trammell Crow Center Vice President and Assistant 2001 Ross Avenue Secretary Dallas, Texas 75201 Sarah Puckett 3200 Trammell Crow Center Vice President 2001 Ross Avenue Dallas, Texas 75201 John E. Thomas 3200 Trammell Crow Center Vice President 2001 Ross Avenue Dallas, Texas 75201 Philip J. Wise 3200 Trammell Crow Center Vice President 2001 Ross Avenue Dallas, Texas 75201 Carlos D. Rainwater 3200 Trammell Crow Center Vice President 2001 Ross Avenue Dallas, Texas 75201 Jackie Close 3200 Trammell Crow Center Assistant Secretary 2001 Ross Avenue Dallas, Texas 75201 Melissa Huber 3200 Trammell Crow Center Assistant Secretary 2001 Ross Avenue Dallas, Texas 75201
16 SCHEDULE II REPORTING PERSONS
Aggregate Amount Percent of Sole Shared Sole Shared of Shares Class Voting Voting Dispositive Dispositive Beneficially Beneficially Power Power Power Power Owned Owned --------- --------- ------------- ------------- -------------- -------------- Crow Family Partnership, L.P. ..................... -0- 4,276,829 -0- 4,276,829 4,276,829 12.9% CFH Trade Names, L.P. ......... -0- 2,295,217 -0- 2,295,217 2,295,217 6.7% CFH Capital Resources, L.P. ... -0- 1,327,489 -0- 1,327,489 1,327,489 3.9% CFHS, L.L.C. (1) .............. -0- 1,327,489 -0- 1,327,489 1,327,489 3.9% Crow Family, Inc. (2) ......... -0- 7,899,535 -0- 7,899,535 7,899,535 23.1% Harlan R. Crow (3) ............ -0- 7,899,535 -0- 7,899,535 7,899,535 23.1%
(1) Includes 1,327,489 shares held of record by CFH Capital Resources, L.P., a Texas limited partnership company of which CFHS, L.L.C. is the general partner. (2) Includes 4,276,829 shares held of record by Crow Family Partnership, L.P. and 2,295,217 shares held of record by CFH Trade Names, L.P. Crow Family, Inc. is the general partner of each such partnership. Also includes 1,327,489 shares held of record by CFH Capital Resources, L.P. beneficial ownership of which may be attributed to Crow Family, Inc. as the manager of CFHS, L.L.C., which is the general partner of such limited partnership. (3) Includes 4,276,829 shares held of record by Crow Family Partnership, L.P., 2,295,217 shares held of record by CFH Trade Names, L.P. and 1,327,489 shares held of record by CFH Capital Resources, L.P., which shares could be attributed to Harlan R. Crow as a director and the Chief Executive Officer of Crow Family, Inc. and a trustee of certain family trusts which hold significant equity interests in such partnerships and corporation. Mr. Crow disclaims beneficial ownership of all such shares. The Reporting Persons expressly disclaim the existence of any "group" (within the meaning of Section 13(d)(3) under the Securities Exchange Act of 1934). 17 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. DATED: October 19, 1998 CROW FAMILY PARTNERSHIP, L.P., a Delaware limited partnership By: CROW FAMILY, INC., a Texas corporation and its General Partner By: /s/ Harlan R. Crow ---------------------------------- Harlan R. Crow Chief Executive Officer DATED: October 19, 1998 CFH TRADE NAMES, L.P., a Texas limited partnership By: CROW FAMILY, INC., a Texas corporation and its General Partner By: /s/ Harlan R. Crow ----------------------------------- Harlan R. Crow Chief Executive Officer DATED: October 19, 1998 CFH CAPITAL RESOURCES, L.P., a Texas limited partnership By: CFHS, L.L.C., a Delaware limited liability company and its General Partner By: CROW FAMILY, INC., a Texas corporation, its sole manager By: /s/ Harlan R. Crow ------------------------------- Harlan R. Crow Chief Executive Officer 18 DATED: October 19, 1998 CFHS, L.L.C., a Delaware limited liability company and its General Partner By: CROW FAMILY, INC., a Texas corporation, its sole manager By: /s/ Harlan R. Crow ------------------------------ Harlan R. Crow Chief Executive Officer DATED: October 19, 1998 CROW FAMILY, INC. By: /s/ Harlan R. Crow ------------------------------ Harlan R. Crow Chief Executive Officer DATED: October 19, 1998 /s/ Harlan R. Crow --------------------------------- Harlan R. Crow 19 EXHIBIT INDEX
Exhibit Page ------- ---- 4.1 Agreement and Plan of Merger dated August 22, 1997, incorporated by reference to the Company's registration statement on Form S-1, Registration No. 333-34859 (Exhibit 2.1) 4.2 First Amendment to Agreement and Plan of Merger dated as of November 22, 1997, incorporated by reference to the Company's registration statement on Form S-1, Registration No. 333-34859 (Exhibit 2.2) 10.1 License Agreement between the Company and CFH, incorporated by reference to the Company's registration statement on Form S-1, Registration No. 333-34859 (Exhibit 10.2) 10.2 Stockholders' Agreement among the Company, CFP, CFH and certain other signatories thereto, incorporated by reference to the Company's registration statement on Form S-1, Registration No. 333-34859 (Exhibit 10.10) 10.3 Stock Purchase Agreement among CFP and Anthony W. Dona dated July 1, 1998. 99.1 Amended and Restated Agreement Among Filing Parties (filed herewith)
EX-10.3 2 STOCK PURCHASE AGREEMENT - ANTHONY W. DONA 1 EXHIBIT 10.3 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of July 1, 1998, is by and between CROW FAMILY PARTNERSHIP, L.P., a Delaware limited partnership, (the "Purchaser"), and ANTHONY W. DONA, an individual residing in Dallas, Texas (the "Seller"). RECITALS: A. The Purchaser wishes to purchase 40,000 shares (the "Shares") of the common stock par value $.01 per share ("Common Stock"), of Trammell Crow Company, a Delaware corporation (the "Company") held of record by the Seller. B. The Seller desires to sell the Shares to the Purchaser on the terms and conditions set forth herein. AGREEMENTS: NOW, THEREFORE, in consideration of the premises and of the mutual covenants contained herein, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Purchase and Sale of Shares. Subject to the terms and conditions hereof, the Seller agrees to sell, and the Purchaser agrees to purchase, the Shares. 2. Purchase Price. (a) The purchase price shall be $3315/16 in cash per Share, subject to adjustment as provided in paragraph 2(b), or an aggregate of $1,357,500.00 (such aggregate price being referred to herein as the "Purchase Price"). (b) If the Purchaser sells any Shares of Common Stock in one or more secondary public offerings, pursuant to Rule 144, in negotiated transactions or otherwise (each a "Subsequent Sale") at any time and from time to time within six months after the date of this Agreement, the Purchase Price shall be subject to adjustment as follows: (i) If the per share consideration received by the Purchaser in a Subsequent Sale exceeds $3315/16 per share, then the Purchaser shall pay to the Seller an amount equal to (A) the amount by which the per share consideration received in such Subsequent Sale exceeds $3315/16, (B) multiplied by the number of shares of Common Stock sold in the Subsequent Sale (provided that such number shall not exceed 40,000 shares in the aggregate for all Subsequent Sales); and (ii) If the per share consideration received by the Purchaser in a Subsequent Sale is less than $33 15/16, then the Seller shall pay to the Purchaser an amount 2 equal to (A) the amount by which the per share consideration received in such Subsequent Sale is less than $33 15/16, (B) multiplied by the number of shares of Common Stock sold in the Subsequent Sale (provided that such number shall not exceed 40,000 shares in the aggregate for all Subsequent Sales). Any adjustment to the Purchase Price pursuant to this paragraph 2(b) shall be paid by the Purchaser or the Seller, as applicable, in immediately available funds within five business days after any Subsequent Sale. 3. Payment of Purchase Price, Delivery of Shares. Concurrently with the execution of this Agreement, the Purchaser is delivering the Purchase Price in immediately available funds to the Seller. As soon as practicable following the execution of this Agreement, the Seller shall cause the transfer agent for the Common Stock to deliver to the Purchaser certificates representing the Shares dated as of the date hereof and otherwise in form satisfactory to the Purchaser. 4. Representations and Warranties. (a) The Seller hereby represents and warrants to the Purchaser that: (i) The Seller has all necessary power and authority to enter into this Agreement and to sell, assign, transfer and deliver to the Purchaser, pursuant to the terms and conditions of this Agreement, the Shares; (ii) Except for this Agreement, there are no outstanding options, warrants or rights to purchase or acquire, or agreements (whether voting or otherwise) relating to, the Shares; (iii) The Seller owns of record and beneficially all of the Shares free and clear of all liens, claims, encumbrances and security interests of any nature whatsoever. Upon purchase of the Shares pursuant to this Agreement, the Purchaser shall receive good and marketable title to the Shares, free and clear of all liens, claims, encumbrances and security interests of any nature whatsoever; (iv) The Seller is familiar with the business, operations, properties, condition (financial or otherwise), results of operations, assets and liabilities of the Company; (v) Other than the transactions contemplated hereby, the Seller has no present intention to sell any shares of Common Stock, nor does the Seller hold nor has the Seller held a short position or an option to dispose of Common Stock at any time during the prior two years; -2- 3 (vi) The Seller is not acting in concert with any other person in transferring the Shares, and the Seller has not so agreed to act, and the Seller is not engaged in a plan with anyone else to dispose of Common Stock; (vii) The Seller is not aware of any facts or circumstances indicating that he is or may be deemed an underwriter within the meaning of the Securities Act of 1933 (the "Securities Act") with respect to the Shares or that the transactions contemplated hereby are part of the distribution of securities of the Company; and (viii) This Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought. (b) The Purchaser hereby represents and warrants to the Seller that: (i) The Purchaser has all necessary power and authority to enter into this Agreement and to buy the Shares from the Seller pursuant to the terms and conditions of this Agreement; (ii) The Purchaser has disclosed to the Seller all information in its possession with respect to the business, operations, properties, conditions (financial or otherwise) results of operations, assets and liabilities; (iii) The Purchaser understands that the Shares have not been and will not be registered under the Securities Act or any other applicable securities law and, accordingly, that none of the Shares may be offered, sold, transferred, pledged, hypothecated or otherwise disposed of, unless either registered pursuant to, or in a transaction exempt from, applicable securities law; (iv) The Purchaser is aware that it must bear the risk of an investment in the Shares for an indefinite period of time, and it is able to bear such risk. The Purchaser may, however, from time to time hedge our position in the Shares as permitted by Rule 144 under the Securities Act; (v) In the normal course of the Purchaser's business, it invests in or purchases securities similar to the Shares, and it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of purchasing the Shares; -3- 4 (vi) The Purchaser has had access to such financial and other information concerning the Company as it deemed necessary in connection with its decision to purchase the Shares; (vii) The Purchaser is purchasing the Shares for its own account, for investment, and not with a view to, or for offer or sale in connection with, any distribution thereof in contravention of the Securities Act, subject, nevertheless, to the disposition of its property being at all times within its control; (viii) The Purchaser is an "accredited investor" within the meaning of subparagraph (a)(3) of Rule 501 under the Securities Act. The Purchaser acknowledges that certificates representing the Shares will contain a legend stating in substance as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE "ACT") AND MAY NOT BE OFFERED OR TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS (I) A REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE ACT IS IN EFFECT OR (II) THE CORPORATION IS SATISFIED THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT; and (ix) This Agreement is a legal, valid and binding agreement of the Purchaser enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought. 5. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered personally or sent by registered or certified mail, postage prepaid, with return receipt requested, as follows: If to the Seller: Anthony W. Dona 2001 Ross Avenue, Suite 3200 Dallas, Texas 75201 -4- 5 If to the Purchaser: Crow Family Partnership, L.P. Trammell Crow Center 2001 Ross Avenue, Suite 3200 Dallas, Texas 75201 Attention: General Counsel 6. Waiver and Amendment. Any provision of this Agreement may be waived at any time by the party that is entitled to the benefits thereof, and this Agreement may be amended or supplemented at any time by the written consent of the parties hereto. 7. No Prior Agreements. This Agreement (a) contains the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, between the parties hereto with respect to the subject matter hereof, and (b) is not intended to confer upon any other person any rights or remedies hereunder. 8. Successors and Assigns. This Agreement shall be binding upon, inure to the benefit of and be enforceable by and against the parties hereto and their successors (including administrators and executors of individuals) and assigns. 9. Expenses. Each of the parties shall pay its own expenses in connection with the negotiation, execution and performance of the Agreement. No party has incurred any broker's or finder's fee in connection with this Agreement. 10. Counterparts. This Agreement and any amendments hereto may be executed in two or more counterparts, each of which shall be considered to be an original, but all of which together shall constitute the same instrument. 11. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Texas, without regard to its conflict of laws doctrine. The parties hereto consent to being subject to the jurisdiction of any federal or state court located in the state of Texas, and proper venue shall lie in Dallas, Texas. 12. Severability. If any term, provision, or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 13. Effect of Headings. The section headings herein are for convenience only and shall not affect the meaning or interpretation of this Agreement. -5- 6 14. Survival. All representations, warranties, covenants and other agreements of the parties hereto shall survive the closing of the transactions contemplated hereby. IN WITNESS WHEREOF, the parties have executed this Agreement to take effect as of the date set forth above. SELLER: /s/ Anthony W. Dona ----------------------------------------- Anthony W. Dona PURCHASER: CROW FAMILY PARTNERSHIP, L.P. By: Crow Family, Inc., its general partner By: /s/ Harlan R. Crow -------------------------------------- Name: Harlan R. Crow ------------------------------------ Title: Chief Executive Officer ------------------------------------ -6- EX-99.1 3 AMENDED & RESTATED AGREEMENT AMONG FILING PARTIES 1 EXHIBIT 99.1 AMENDED AND RESTATED AGREEMENT AMONG FILING PARTIES THIS AGREEMENT is made and entered into on October 19, 1998, by and among Crow Family Partnership, L.P., a Delaware limited partnership, CFH Trade Names, L.P., a Texas limited partnership, CFH Capital Resources, L.P., a Texas limited partnership, Crow Family, Inc., a Texas corporation, and Harlan R. Crow (collectively referred to herein as the "FILING PARTIES"). WHEREAS, Rule 13d-1(f)(1)(iii) under the Securities Exchange Act of 1934, as amended (the "ACT"), requires that, when a Schedule 13D is filed on behalf of more than one person, an agreement be executed and filed as an exhibit to the Schedule 13D reflecting that the Schedule 13D is being filed on behalf of all such persons: WHEREAS, certain of the parties to this Agreement entered into an Agreement Among Filing Parties dated December 11, 1997 (the "Original Agreement") with respect to a Schedule 13D filed concurrently with the execution of the Original Agreement; WHEREAS, the parties desire to amend and restate the Original Agreement in its entirety as provided herein; NOW, THEREFORE, in consideration of the premises and the mutual promises stated herein, the Filing Parties hereby agree as follows: (i) Each Filing Party agrees that a single Schedule 13D (and any amendments thereto) shall be filed jointly on behalf of all the Filing Parties with respect to the shares of common stock, $.01 par value per share, of Trammell Crow Company, a Delaware corporation. (ii) Each Filing Party acknowledges and agrees that, pursuant to Rule 13d-1(f)(1) under the Act, each Filing Party individually is (i) eligible to use the Schedule 13D and (ii) responsible for the timely filing of such Schedule 13D and any amendments thereto and for the completeness and accuracy of the information concerning such Filing Party contained in such Schedule 13D. None of the Filing Parties, however, shall be responsible for the completeness or accuracy of information concerning any other Filing Party contained in such Schedule 13d, or any amendments thereto, unless such Filing Party knows or has reason to believe that such information is incomplete or inaccurate. (iii) This agreement shall not be assignable by any Filing Party. Any assignment in violation of the foregoing shall be null and void. (iv) This agreement shall terminate upon the written notice of termination given by any Filing Party to the other Filing Parties. (v) This agreement may be executed in several counterparts, each of which shall be deemed to be an original copy hereof. 2 IN WITNESS WHEREOF, the undersigned hereby executed this Agreement Among Filing Parties as of the date or dates indicated below. DATED: October 19, 1998 CROW FAMILY PARTNERSHIP, L.P., a Delaware limited partnership By: CROW FAMILY, INC., a Texas corporation and its General Partner By: /s/ Harlan R. Crow -------------------------------------- Harlan R. Crow Chief Executive Officer DATED: October 19, 1998 CFH TRADE NAMES, L.P., a Texas limited partnership By: CROW FAMILY, INC., a Texas corporation and its General Partner By: /s/ Harlan R. Crow -------------------------------------- Harlan R. Crow Chief Executive Officer DATED: October 19, 1998 CFH CAPITAL RESOURCES, L.P., a Texas limited partnership By: CFHS, L.L.C., a Delaware limited liability company and its General Partner By: CROW FAMILY, INC., a Texas corporation, its sole manager By: /s/ Harlan R. Crow -------------------------------------- Harlan R. Crow Chief Executive Officer DATED: October 19, 1998 CROW FAMILY, INC. By: /s/ Harlan R. Crow -------------------------------------- Harlan R. Crow Chief Executive Officer DATED: October 19, 1998 /s/ Harlan R. Crow ---------------------------------------- Harlan R. Crow -----END PRIVACY-ENHANCED MESSAGE-----