-----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, SCeJUY1Qi08OFlEAblFSFQEMMlvS6Zxe0ZEJzTF94HXn+QFMUJcIQ3tCTG0vmwb/ GWq8gBVN1t/w1hDcwi+TLQ== 0000950134-02-012912.txt : 20021024 0000950134-02-012912.hdr.sgml : 20021024 20021024154719 ACCESSION NUMBER: 0000950134-02-012912 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20021024 GROUP MEMBERS: CFH CAPITAL RESOURCES LP GROUP MEMBERS: CFHS LLC GROUP MEMBERS: CROW FAMILY INC GROUP MEMBERS: CROW PUBLIC SECURITIES LP 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: 1934 Act SEC FILE NUMBER: 005-52067 FILM NUMBER: 02797386 BUSINESS ADDRESS: STREET 1: 2001 ROSE AVENUE STREET 2: TRAMMELL CROW CENTER CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2148633000 MAIL ADDRESS: STREET 1: 2001 ROSS AVENUE STREET 2: 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 d00534a6sc13dza.txt AMENDMENT NO. 6 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A AMENDMENT NO. 6 --------------------------------------------- UNDER THE SECURITIES AND EXCHANGE ACT OF 1934 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. 2100 McKinney Avenue, Suite 700 Dallas, Texas 75201 (214) 661-8000 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 14, 2002 ---------------- (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 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). The Exhibit Index required by Rule 0-3(c) is located at page 11 of this filing. (Continued on the following page(s)) CUSIP NO. 89288R 10 6 Page 2 - ---------------------- --------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Crow Public Securities, 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 Delaware - ---------------------- ---------------- ---------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY EACH ---------------- ---------------------------------------------------------------------------------- REPORTING 8 SHARED VOTING POWER PERSON WITH 2,200,266 ---------------- ---------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ---------------- ---------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,200,266 - ---------------------- --------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,200,266 - ---------------------- --------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---------------------- --------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% - ---------------------- --------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - ---------------------- ---------------------------------------------------------------------------------------------------
CUSIP NO. 89288R 10 6 Page 3 - ---------------------- --------------------------------------------------------------------------------------------------- 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 - ---------------------- ---------------- ---------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY EACH ---------------- ---------------------------------------------------------------------------------- REPORTING 8 SHARED VOTING POWER PERSON WITH 1,327,489 ---------------- ---------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ---------------- ---------------------------------------------------------------------------------- 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) 3.7% - ---------------------- --------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - ---------------------- ---------------------------------------------------------------------------------------------------
CUSIP NO. 89288R 10 6 Page 4 - ---------------------- --------------------------------------------------------------------------------------------------- 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 - ---------------------- ---------------- ---------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY EACH ---------------- ---------------------------------------------------------------------------------- REPORTING 8 SHARED VOTING POWER PERSON WITH 1,327,489 ---------------- ---------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ---------------- ---------------------------------------------------------------------------------- 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) 3.7% - ---------------------- --------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - ---------------------- ---------------------------------------------------------------------------------------------------
CUSIP NO. 89288R 10 6 Page 5 - ---------------------- --------------------------------------------------------------------------------------------------- 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 - ---------------------- ---------------- ---------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY EACH ---------------- ---------------------------------------------------------------------------------- REPORTING 8 SHARED VOTING POWER PERSON WITH 3,527,755 ---------------- ---------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ---------------- ---------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,527,755 - ---------------------- --------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,527,755 - ---------------------- --------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---------------------- --------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8% - ---------------------- --------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ---------------------- ---------------------------------------------------------------------------------------------------
CUSIP NO. 89288R 10 6 Page 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 - ---------------------- ---------------- ---------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 100 BENEFICIALLY OWNED BY EACH ---------------- ---------------------------------------------------------------------------------- REPORTING 8 SHARED VOTING POWER PERSON WITH 3,527,755 ---------------- ---------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 100 ---------------- ---------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,527,755 - ---------------------- --------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,527,855 - ---------------------- --------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---------------------- --------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8% - ---------------------- --------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ---------------------- ---------------------------------------------------------------------------------------------------
This Amendment No. 6 (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 CFI, CFH Capital Resources, L.P., a Texas limited partnership ("CAPITAL"), CFHS, L.L.C., a Delaware limited liability company ("CFHS"), Crow Public Securities, L.P., a Texas limited partnership ("CPS"), and Crow, sometimes collectively referred to herein as the "REPORTING PERSONS." As described in Item 5 below, CFH and CFP no longer hold any shares of common stock, par value $.01 per share, of Trammell Crow Company ("Common Stock"). Capital and CPS are Texas limited partnerships principally engaged in investments. CFP is a Delaware limited partnership principally engaged in investments. The principal place of business of each of CFP, CPS and Capital is located at 2100 McKinney Avenue, Suite 700, Dallas, Texas 75201. CFHS is a Delaware limited liability company principally engaged in investments. The principal place of business of CFHS is 2100 McKinney Avenue, Suite 700, Dallas, Texas 75201. CFI is the general partner of CFP and CPS and the manager of CFHS. CFP is the sole limited partner of CPS. 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, directly or indirectly, significant equity interests in CFP, Capital, CPS, CFHS and CFI. The principal place of business of CFI is located at 2100 McKinney Avenue, Suite 700, Dallas, Texas 75201. Crow resigned as a director of the Trammell Crow Company (the "Company") effective as of the Company's May 25, 2001 annual meeting. Crow is principally employed as an investor. His principal place of business is located at 2100 McKinney Avenue, Suite 700, 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 Capital, CPS, CFHS and CFI are set forth on Schedule I hereto, which Schedule I is incorporated herein by reference. (d)-(e).None of Capital, CPS, CFHS, CFI or Crow nor, to the best knowledge of Capital, CPS, CFHS, CFI and Crow, any of the persons listed on Schedule I attached hereto, has during Page 7 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 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. On September 9, 1998, CFP contributed on additional 610,000 shares of Common Stock to Capital in exchange for an increased interest in Capital. On October 14, 2002, CFP contributed 2,200,266 shares of Common Stock to CPS pursuant to a contribution agreement, as amended, in order to consolidate the ownership of publicly traded securities owned by CFP. Item 4. Purpose of Transaction. Each of CPS and Capital acquired the Shares it holds pursuant to a contribution from CFP and is holding them 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. Page 8 (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, 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, Capital and CPS. On October 14, 2002, CFP transferred 2,200,266 shares of Common Stock to CPS pursuant to a contribution agreement, as amended, in order to consolidate the ownership of publicly traded securities owned by CFP. As a result, CFP no longer has beneficial ownership of any Common Stock. (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, then 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 Page 9 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 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 was Crow Family's initial nominee. Pursuant to the terms of the Stockholders' Agreement, Crow Family's right to nominate a director has terminated. 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 was previously filed as Exhibit 10.10 of the Company's registration statement on Form S-1, file number 333-34859, 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. A copy of the Stock Purchase Agreement is filed herewith as Exhibit 10.3, and is incorporated herein by reference. On October 14, 2002, CFP and CPS entered into a Contribution Agreement (the "Contribution Agreement"), as amended by the Amendment to Contribution Agreement dated October 17, 2002 (the "Amended Contribution Agreement"), pursuant to which CFP transferred 2,200,266 shares of Common Stock to CPS in order to consolidate the ownership of publicly traded securities owned by CFP. A copy of both the Contribution Agreement and the Amended Contribution Agreement are filed herewith as Exhibit 10.4 and 10.5, respectively, and are incorporated herein by reference. Attached hereto as Exhibit 99.1 and incorporated herein by reference is a copy of the Second Amended and Restated Agreement Among Filing Parties dated as of October 23, 2002. Page 10 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). 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, previously filed as an exhibit to Schedule 13D filed by the Reporting Persons on October 20, 1998, Registration No. 005-52067. Exhibit 10.4 - Contribution Agreement dated October 14, 2002, by and between CFP and CPS, filed herewith. Exhibit 10.5 - Amendment to Contribution Agreement dated October 17, 2002, by and between CFP and CPS, filed herewith. Exhibit 99.1 - Second Amended and Restated Agreement Among Filing Parties dated October 23, 2002, filed herewith. Page 11 SCHEDULE I CERTAIN INFORMATION REGARDING DIRECTORS, EXECUTIVE OFFICERS AND CONTROLLING PERSONS OF CROW FAMILY PARTNERSHIP, L.P. AND CROW FAMILY, INC. 1. CROW FAMILY PARTNERSHIP, L.P.
Name and Position Business Address Present Occupation ----------------- ---------------- ------------------ Crow Family, Inc. 2100 McKinney Avenue General Partner Suite 700 Dallas, Texas 75201
2. CFH Capital Resources, L.P.
Name and Position Business Address Present Occupation ----------------- ---------------- ------------------ CFHS, L.L.C. 2100 McKinney Avenue General Partner Suite 700 Dallas, Texas 75201
3. CFHS, L.L.C.
Name and Position Business Address Present Occupation ----------------- ---------------- ------------------ Crow Family, Inc. 2100 McKinney Avenue Manager Suite 700 Dallas, Texas 75201
4. CROW PUBLIC SECURITIES, L.P.
Name and Position Business Address Present Occupation ----------------- ---------------- ------------------ Crow Family, Inc. 2100 McKinney Avenue General Partner Suite 700 Dallas, Texas 75201
5. CROW FAMILY, INC.
Name and Position Business Address Present Occupation ----------------- ---------------- ------------------ James D. Carreker 6801 Baltimore Drive Investments Director Dallas, Texas 75205
Name and Position Business Address Present Occupation ----------------- ---------------- ------------------ Harlan R. Crow 2100 McKinney Avenue Director and Chief Executive Officer Suite 700 Dallas, Texas 75201 Trammell Crow 2100 McKinney Avenue Director Suite 700 Dallas, Texas 75201 Anthony W. Dona 2100 McKinney Avenue Director and Executive Vice President Suite 700 Dallas, Texas 75201 Joel S. Ehrenkranz 375 Park Avenue Investments Director Suite 2800 New York, New York 10152 Susan T. Groenteman 2100 McKinney Avenue Director and Executive Vice President Suite 700 Dallas, Texas 75201 Thomas O. Hicks 200 Crescent Court Investments Director Suite 1600 Dallas, Texas 75201 Warren E. Spieker, Jr. 2180 Sand Hill Road Investments Director Suite 200 Menlo Park, CA 94025 Ronald J. Terwilliger 2859 Paces Ferry Road National Managing Partner, Trammell Director Suite 1400 Crow Residential Company Atlanta, Georgia 30339 Charles R. Brindell, Jr. 2100 McKinney Avenue Vice President Suite 700 Dallas, Texas 75201 Ronald S. Brown 2100 McKinney Avenue Vice President and Treasurer Suite 700 Dallas, Texas 75201 M. Kevin Bryant 2100 McKinney Avenue Vice President and Secretary Suite 700 Dallas, Texas 75201 Mary M. Hager 2100 McKinney Avenue Vice President and Assistant Secretary Suite 700 Dallas, Texas 75201 Barry Henry 2100 McKinney Avenue Vice President Suite 700 Dallas, Texas 75201
Name and Position Business Address Present Occupation ----------------- ---------------- ------------------ Robert A. McClain 2100 McKinney Avenue Vice President Suite 700 Dallas, Texas 75201 Sarah Puckett 2100 McKinney Avenue Vice President Suite 700 Dallas, Texas 75201 Anne L. Raymond 2100 McKinney Avenue Vice President Suite 700 Dallas, Texas 75201 Daniel Feeney 2100 McKinney Avenue Vice President Suite 700 Dallas, Texas 75201 Gina Norris 2100 McKinney Avenue Vice President Suite 700 Dallas, Texas 75201 Michael R. Silverman 2100 McKinney Avenue Vice President Suite 700 Dallas, Texas 75201 Jackie Close 2100 McKinney Avenue Assistant Secretary Suite 700 Dallas, Texas 75201 Melissa C. Huber 2100 McKinney Avenue Assistant Secretary Suite 700 Dallas, Texas 75201
SCHEDULE II REPORTING PERSONS
Aggregate Amount of Percent of Sole Shared Sole Shared Shares Class Voting Voting Dispositive Dispositive Beneficially Beneficially Power Power Power Power Owned Owned ---------- ---------- ----------- ----------- ------------ ------------ Crow Public Securities, L.P. ... -0- 2,200,266 -0- 2,200,266 2,200,266 6.1% CFH Capital Resources, L.P. .... -0- 1,327,489 -0- 1,327,489 1,327,489 3.7% CFHS, L.L.C.(1) ................ -0- 1,327,489 -0- 1,327,489 1,327,489 3.7% Crow Family, Inc.(2) ........... -0- 3,527,755 -0- 3,527,755 3,527,755 9.8% Harlan R. Crow(3) .............. 100 3,527,755 100 3,527,755 3,527,855 9.8%
- ---------- (1) Includes 1,327,489 shares held of record by CFH Capital Resources, L.P., a Texas limited partnership. CFHS, L.L.C. is the general partner of CFH Capital Resources, L.P., and Crow Family, Inc., is the manager of CFHS, L.L.C. (2) Includes 2,200,266 shares held of record by Crow Public Securities, L.P. Crow Family, Inc. is the general partner of Crow Public Securities, L.P. 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 2,200,266 shares held of record by Crow Public Securities, 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. Includes 100 shares held of record by Mr. Crow. 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). 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 24, 2002 CROW PUBLIC SECURITIES, L.P., a Texas limited partnership By: CROW FAMILY, INC., a Texas corporation and its General Partner By: /s/ ANTHONY W. DONA ------------------------------- Anthony W. Dona Executive Vice President DATED: October 24, 2002 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/ ANTHONY W. DONA --------------------------- Anthony W. Dona Executive Vice President DATED: October 24, 2002 CFHS, L.L.C., a Delaware limited liability company By: CROW FAMILY, INC., a Texas corporation, its sole manager By: /s/ ANTHONY W. DONA ------------------------------- Anthony W. Dona Executive Vice President DATED: October 24, 2002 CROW FAMILY, INC., a Texas corporation By: /s/ ANTHONY W. DONA ------------------------------------ Anthony W. Dona Executive Vice President DATE: October 24, 2002 /s/ HARLAN R. CROW ---------------------------------------- Harlan R. Crow
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------- ----------- 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, previously filed as an exhibit to Schedule 13D filed by the Reporting Persons on October 20, 1998, Registration No. 005-52067. 10.4 Contribution Agreement dated October 14, 2002, by and between CFP and CPS, filed herewith. 10.5 Amendment to Contribution Agreement dated October 17, 2002, by and between CFP and CPS, filed herewith. 99.1 Second Amended and Restated Agreement Among Filing Parties dated October 23, 2002, filed herewith.
EX-10.4 3 d00534a6exv10w4.txt CONTRIBUTION AGREEMENT EXHIBIT 10.4 CONTRIBUTION AGREEMENT (Public Securities) THIS CONTRIBUTION AGREEMENT (this "Agreement") is made and entered into as of this 14th day of October, 2002 (the "Effective Date"), by and between Crow Family Partnership, L.P., a Texas limited partnership ("CFP"), and Crow Public Securities, L.P., a Texas limited partnership ("Assignee"). WITNESSETH WHEREAS, CFP is the owner of all the outstanding limited partner interest of Assignee; and WHEREAS, to consolidate the ownership of publicly traded securities owned by CFP, CFP desires to contribute, assign, grant, convey, transfer, set over, confirm and deliver to Assignee, and Assignee desires to receive, all of CFP's right, title and interest in and to all of the publicly traded securities listed on Exhibit A to this Agreement (collectively, the "Securities"). NOW, THEREFORE, in consideration of the premises, warranties and mutual covenants set forth herein, the parties hereto agree as follows: 1. Contribution of Securities. CFP hereby contributes, assigns, grants, transfers, sets over, confirms and delivers to Assignee, and Assignee hereby acquires from CFP, the Securities. 2. Effective Date. The contribution and assignment herein is effective as of the Effective Date. 3. Future Cooperation on Subsequent Documents. Assignee and CFP mutually agree to cooperate at all times from and after the date hereof with respect to the supplying of any information requested by the other regarding any of the matters described in this Agreement, and each agrees to execute such further deeds, mortgages, bills of sale, assignments, stock powers, releases or other documents as may be reasonably requested for the purpose of giving effect to, evidencing or giving notice of the transactions described herein. 4. Representations. a. CFP hereby warrants and represents to Assignee that it is entering into this Agreement as its free and voluntary act, without coercion or duress, with full understanding of the meaning and results hereof, CFP further warrants and represents that it is the current legal and beneficial owner of the Securities and the Securities have not been sold, transferred, assigned, -1- pledged, encumbered or contracted to be sold, transferred, assigned, pledged or encumbered. b. Assignee hereby warrants and represents to CFP that neither Assignee nor any of its affiliates, nor any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents is, nor will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control ("OFAC") of the Department of the Treasury (including those named on OFAC's Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and will not engage in any dealings or transactions or be otherwise associated with such persons or entities. 5. Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. 6. Survival of Representations. The representations, warranties, covenants and agreements of the parties contained in this Agreement shall survive the execution hereof. 7. Modification and Waiver; Counterparts. No supplement, modification, waiver or termination of this Agreement or any provisions hereof shall be binding unless executed in writing by the parties to be bound thereby. No waiver of any of the provisions of this Agreement shall constitute a waiver of any other provision (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and which taken together shall constitute one agreement. 8. Governing Law. This Agreement is entered into in Dallas County, Texas, is to be performed in said county and shall be construed and enforced in accordance with the laws of the State of Texas. [signature page follows] -2- IN WITNESS WHEREOF, this Agreement is executed to be effective as of the Effective Date. CFP: CROW FAMILY PARTNERSHIP, L.P. By: Crow Family, Inc., its sole general partner By: /s/ SUSAN T. GROENTEMAN --------------------------------- Name: Susan T. Groenteman --------------------------------- Title: Executive Vice President --------------------------------- ASSIGNEE: Crow Public Securities, L.P. By: Crow Family, Inc., its general partner By: /s/ SUSAN T. GROENTEMAN --------------------------------- Name: Susan T. Groenteman --------------------------------- Title: Executive Vice President --------------------------------- S-1 Exhibit A Public Securities 1. 1,000 shares of common stock of Trammell Crow Company represented by certificate number 2. 2. 2,199,266 shares of common stock of Trammell Crow Company represented by certificate number 1429. 3. $9,946,000 in principal amount of 11.75% notes of Allegiance Telecom, Inc. due in February, 2008. A-1 EX-10.5 4 d00534a6exv10w5.txt AMENDMENT TO CONTRIBUTION AGREEMENT EXHIBIT 10.5 AMENDMENT TO CONTRIBUTION AGREEMENT (Public Securities) THIS AMENDMENT TO CONTRIBUTION AGREEMENT (this "Amendment") is made and entered into as of this 17th day of October, 2002 (the "Effective Date"), by and between Crow Family Partnership, L.P., a Texas limited partnership ("CFP"), and Crow Public Securities, L.P., a Texas limited partnership ("Assignee"). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Agreement referred to below. WITNESSETH WHEREAS, CFP and Assignee entered into that certain Contribution Agreement dated as of October 14, 2002 (the "Agreement"); and WHEREAS, Exhibit A attached to the Agreement did not accurately reflect the number of shares of Trammell Crow Company being contributed to the Assignee, the parties hereto, therefore, desire to amend the Agreement to correct Exhibit A. NOW, THEREFORE, in consideration of the premises, warranties and mutual covenants set forth herein, the parties hereto agree as follows: 1. Amendment. Exhibit A to the Agreement is hereby deleted and replaced in its entirety with Exhibit A attached to this Amendment. 2. Agreement Otherwise Unchanged. Except as herein specifically amended or supplemented hereby, the Agreement shall continue in full force and effect in accordance with its terms. 3. Governing Law. This Amendment is entered into in Dallas County, Texas, is to be performed in said county and shall be construed and enforced in accordance with the laws of the State of Texas. [signature page follows] -1- IN WITNESS WHEREOF, this Amendment is executed to be effective as of the Effective Date. CFP: CROW FAMILY PARTNERSHIP, L.P. By: Crow Family, Inc., its sole general partner By: /s/ RONALD S. BROWN ---------------------------------- Name: Ronald S. Brown ---------------------------------- Title: Vice President ---------------------------------- ASSIGNEE: Crow Public Securities, L.P. By: Crow Family, Inc., its general partner By: /s/ RONALD S. BROWN ---------------------------------- Name: Ronald S. Brown ---------------------------------- Title: Vice President ---------------------------------- S-1 Exhibit A Public Securities 1. 1,000 shares of common stock of Trammell Crow Company represented by certificate number 2. 2. 2,199,266 shares of common stock of Trammell Crow Company represented by certificate number 1429. 3. $9,946,000 in principal amount of 11.75% notes of Allegiance Telecom, Inc. due in February, 2008. A-1 EX-99.1 5 d00534a6exv99w1.txt SECOND AMENDED AND RESTATED AGREEMENT EXHIBIT 99.1 SECOND AMENDED AND RESTATED AGREEMENT AMONG FILING PARTIES THIS AGREEMENT is made and entered into on October 23, 2002, 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, GP 98, LLC, a Texas limited liability company, Mill Spring Holdings, Inc., a Texas corporation, Crow Family, Inc., a Texas corporation, Crow Public Securities, L.P., a Texas limited partnership, CFHS, L.L.C., a Delaware limited liability company, 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, as amended, (the "Original Agreement"), which was amended and restated in its entirety by certain parties to this Agreement pursuant to an Amended and Restated Agreement Among Filing Parties dated October 21, 1998, as amended (the "Amended and Restated Agreement"), with respect to a Schedule 13D filed concurrently with the execution of each the Original Agreement and the Amended and Restated Agreement; and WHEREAS, the parties desire to amend and restate the Amended and Restated 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 forgoing 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. IN WITNESS WHEREOF, the undersigned hereby executed this Agreement Among Filing Parties as of the date or dates indicated below. DATED: October 23, 2002 CROW FAMILY PARTNERSHIP, L.P. a Delaware limited partnership By: CROW FAMILY, INC., a Texas corporation and its General Partner By: /s/ ANTHONY W. DONA ----------------------------------- Anthony W. Dona Executive Vice President DATED: October 23, 2002 CFH TRADE NAMES, L.P., a Texas limited partnership By: GP 98, LLC, a Texas limited liability company and its General Partner By: MILL SPRING HOLDINGS, INC., a Texas corporation and its sole member By: /s/ HARLAN R. CROW ----------------------------------- Harlan R. Crow Chief Executive Officer DATED: October 23, 2002 GP 98, LLC, a Texas limited liability company By: MILL SPRING HOLDINGS, INC., a Texas corporation and its sole member By: /s/ HARLAN R. CROW ----------------------------------- Harlan R. Crow Chief Executive Officer DATED: October 23, 2002 MILL SPRING HOLDINGS, INC., a Texas corporation By: /s/ HARLAN R. CROW --------------------------------------- Harlan R. Crow Chief Executive Officer 2 DATED: October 23, 2002 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/ ANTHONY W. DONA --------------------------------------- Anthony W. Dona Executive Vice President DATED: October 23, 2002 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/ ANTHONY W. DONA --------------------------------------- Anthony W. Dona Executive Vice President DATED: October 23, 2002 CROW FAMILY, INC. By: /s/ ANTHONY W. DONA ------------------------------------------- Anthony W. Dona Executive Vice President DATED: October 23, 2002 CROW PUBLIC SECURITIES, L.P., a Texas limited partnership By: Crow Family, Inc., a Texas corporation and its General Partner By: /s/ ANTHONY W. DONA -------------------------------------- Anthony W. Dona Executive Vice President 3 DATED: October 23, 2002 CFHS, L.L.C., a Delaware limited liability company By: Crow Family, Inc., a Texas corporation, its sole manager By: /s/ ANTHONY W. DONA ------------------------------------ Anthony W. Dona Executive Vice President /s/ HARLAN R. CROW DATED: October 23, 2002 ------------------------------------------- Harlan R. Crow 4 -----END PRIVACY-ENHANCED MESSAGE-----