-----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, RUOTEkfqWJbL0/wznm4vuGCsXPjHZoiF2KuJKN2p3c45e5LH91/4Q0Hb+T5oveof D8llDf44/PrwW9Zwam9OBA== 0001047469-97-007484.txt : 19971212 0001047469-97-007484.hdr.sgml : 19971212 ACCESSION NUMBER: 0001047469-97-007484 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971211 SROS: NONE GROUP MEMBERS: CFH TRADE NAMES, L.P. GROUP MEMBERS: CROW FAMILY PARTNERSHIP, L.P. GROUP MEMBERS: CROW FAMILY, INC. 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 SEC ACT: SEC FILE NUMBER: 005-52067 FILM NUMBER: 97736639 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 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 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D 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. 2001 Ross Avenue Dallas, Texas 75201 (214) 863-4000 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 1, 1997 - ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box: / / Check the following box if a fee is being paid with this statement /x/. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such class. See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 15 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 Family Partnership, L.P. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER (a) / / OF A GROUP (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 8 SHARED VOTING POWER EACH 5,564,319 REPORTING -------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 5,564,319 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,564,319 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.4% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 89288R 10 6 Page 3 ----------- - ------------------------------------------------------------------------------- 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 (a) / / OF A GROUP (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 8 SHARED VOTING POWER EACH 2,295,217 REPORTING -------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 -------------------------------------------------- 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) 6.8% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 89288R 10 6 Page 4 ----------- - ------------------------------------------------------------------------------- 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 (a) / / OF A GROUP (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 BENEFICIALLY -------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 7,859,536 REPORTING -------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 7,859,536 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,859,536 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.2% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 89288R 10 6 Page 5 ----------- - ------------------------------------------------------------------------------- 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 (a) / / OF A GROUP (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 0 BENEFICIALLY -------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 7,859,536 REPORTING -------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 7,859,536 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,859,536 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.2% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. SECURITY AND ISSUER. This statement relates to shares of the common stock, par value $.01 per share (the "COMMON STOCK"), of Trammell Crow Company, a Delaware corporation (the "COMPANY"). The principal executive offices of the Company are located at 2001 Ross Avenue, Suite 3400, Dallas, Texas 75201, and its telephone number at such address is (214) 863-3000. Item 2. IDENTITY AND BACKGROUND. (a)-(c), (f). This statement is filed 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"), Harlan R. Crow, an individual ("CROW"), sometimes collectively referred to herein as the "REPORTING PERSONS." Each of CFP and CFH is a Texas limited partnership principally engaged in investments. The principal place of business of each of CFP and CFH is located at 2001 Ross Avenue, Dallas, Texas 75201. CFI is the general partner of each of CFP and CFH. 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 as a trustee of certain family trusts which hold significant equity interests in CFP, CFH 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 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 and CFI are set forth on SCHEDULE I hereto, which SCHEDULE I is incorporated herein by reference. (d)-(e). None of CFP, CFH, CFI or Crow nor, to the best knowledge of CFP, CFH, 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 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. Page 6 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 5,564,319 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 7,859,536 shares of Common Stock received collectively by CFP and CFH are referred to herein as the "SHARES." Item 4. PURPOSE OF TRANSACTION. CFP and CFH acquired the Shares pursuant to the terms of the Merger Agreement and are 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. (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 and CFH on December 1, 1997. (d) Not applicable. (e) Not applicable. Page 7 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 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 Page 8 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. Attached hereto as EXHIBIT 99.1 and incorporated herein by reference is a copy of the Agreement Among Filing Parties dated as of December 11, 1997. 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 99.1 - Agreement Among Filing Parties (filed herewith) Page 9 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. CROW FAMILY, INC. Name and Position Business Address Present Occupation ----------------- ---------------- ------------------ James D. Carreker 1950 Stemmons Freeway President and Chief Director Suite 6001 Executive Officer of Dallas, Texas 75207 Wyndham Hotel Corporation Harlan R. Crow 3200 Trammell Crow Center Director and Chief 2001 Ross Avenue Executive Officer Dallas, Texas 75201 Trammell Crow 3200 Trammell Crow Center Director 2001 Ross Avenue Dallas, Texas 75201 Anthony W. Dona 3200 Trammell Crow Center Director and Executive 2001 Ross Avenue Vice President Dallas, Texas 75201 Joel Ehrenkranz 375 Park Avenue, Investments Director Suite 2800 New York, New York 10152 Susan T. Groenteman 3200 Trammell Crow Center Director and Executive 2001 Ross Avenue Vice President Dallas, Texas 75201 Thomas O. Hicks 200 Crescent Court Investments Director Suite 1600 Dallas, Texas 75201 Name and Position Business Address Present Occupation ----------------- ---------------- ------------------ 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 2001 Ross Avenue Dallas, Texas 75201 Kevin Bryant 3200 Trammell Crow Center Vice President and 2001 Ross Avenue Secretary Dallas, Texas 75201 Thomas Burleson 3200 Trammell Crow Center Vice President 2001 Ross Avenue Dallas, Texas 75201 Linda S. Cade 3200 Trammell Crow Center Vice President and 2001 Ross Avenue Assistant Secretary Dallas, Texas 75201 Jeffrey C. Chavez 3200 Trammell Crow Center Vice President 2001 Ross Avenue Dallas, Texas 75201 Susan L. Fish 3200 Trammell Crow Center Vice President and 2001 Ross Avenue Treasurer Dallas, Texas 75201 Mary M. Hager 3200 Trammell Crow Center Vice President and 2001 Ross Avenue Assistant 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 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 2001 Ross Avenue Assistant Secretary Dallas, Texas 75201 Name and Position Business Address Present Occupation ----------------- ---------------- ------------------ 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 Jackie Close 3200 Trammell Crow Center Assistant Secretary 2001 Ross Avenue Dallas, Texas 75201 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- 5,564,319 -0- 5,564,319 5,564,319 16.4% CFH Trade Names, L.P. .......... -0- 2,295,217 -0- 2,295,217 2,295,217 6.8% Crow Family, Inc. (1) ......... -0- 7,859,536 -0- 7,859,217 7,859,536 23.2% Harlan R. Crow (2) ............ -0- 7,859,536 -0- 7,895,217 7,859,217 23.2% ------ --------- ---------- ----------- ------------ ------------ TOTAL .................... -0- 7,859,536 -0- 7,859,536 7,859,536 23.2% ------ --------- ---------- ----------- ------------ ------------ ------ --------- ---------- ----------- ------------ ------------
(1) Includes 5,564,319 shares held of record by Crow Family Partnership, L.P. and 2,295,217 shares held of record by CFH Trade Names, L.P. of which Crow Family, Inc. is the general partner of each such partnership. (2) Includes 9,447,745 shares held of record by Crow Family Partnership, L.P. and 2,295,217 shares held of record by CFH Trade Names, 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). SIGNATURE 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: December 11, 1997 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: December 11, 1997 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: December 11, 1997 CROW FAMILY, INC. By: /s/ Harlan R. Crow ------------------------------------------ Harlan R. Crow Chief Executive Officer DATED: December 11, 1997 /s/ Harlan R. Crow --------------------------------------------- Harlan R. Crow 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) 99.1 Agreement Among Filing Parties (filed herewith) EX-99.1 2 EXHIBIT 99.1 AGREEMENT AMONG FILING PARTIES THIS AGREEMENT is made and entered into on December 11, 1997, by and among Crow Family Partnership, L.P., a Delaware limited partnership, CFH Trade Names, 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: 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. IN WITNESS WHEREOF, the undersigned hereby executed this Agreement Among Filing Parties as of the date or dates indicated below. DATED: December 11, 1997 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: December 11, 1997 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: December 11, 1997 CROW FAMILY, INC. By: /s/ Harlan R. Crow ------------------------------------------ Harlan R. Crow Chief Executive Officer DATED: December 11, 1997 /s/ Harlan R. Crow --------------------------------------------- Harlan R. 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