<PAGE>
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))
<PAGE>
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!
<PAGE>
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!
<PAGE>
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!
<PAGE>
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!
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
SCHEDULE II
REPORTING PERSONS
<TABLE>
<CAPTION>
Aggregate
Amount Percent of
Sole Shared Sole Shared of Shares Class
Voting Voting Dispositive Dispositive Beneficially Beneficially
Power Power Power Power Owned Owned
------ ------ ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
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%
------ --------- ---------- ----------- ------------ ------------
------ --------- ---------- ----------- ------------ ------------
</TABLE>
(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).
<PAGE>
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
<PAGE>
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)
<PAGE>
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.
<PAGE>
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
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Harlan R. Crow
Chief Executive Officer
DATED: December 11, 1997
/s/ Harlan R. Crow
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Harlan R. Crow
