<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 24, 1999
Registration No. 333-50585
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
TRAMMELL CROW COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 75-2721454
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2001 ROSS AVENUE, SUITE 3400
DALLAS, TEXAS 75201
(Address of principal executive offices, including zip code)
--------------------
TRAMMELL CROW COMPANY
LONG-TERM INCENTIVE PLAN
(Full title of the plan)
GEORGE L. LIPPE
CHIEF EXECUTIVE OFFICER
TRAMMELL CROW COMPANY
2001 ROSS AVENUE, SUITE 3400
DALLAS, TEXAS 75201
(214) 863-3000
(Name, address and telephone number of agent for service)
copy to:
DEREK R. MCCLAIN J. CHRISTOPHER KIRK
GENERAL COUNSEL VINSON & ELKINS L.L.P.
TRAMMELL CROW COMPANY 3700 TRAMMELL CROW CENTER
2001 ROSS AVENUE, SUITE 3400 2001 ROSS AVENUE
DALLAS, TEXAS 75201 DALLAS, TEXAS 75201-2975
(214) 863-3000 (214) 220-7700
------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
Title of Each Class of Amount to Proposed Maximum Proposed Maximum Amount of
Securities to be Registered be Registered Offering Price Per Unit* Aggregate Offering Price* Registration Fee
- - ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share.............. 3,300,000 $17.875 $58,987,500 $16,400
========================================================================================================================
</TABLE>
* Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933 and based
on the average of the high asked and low bid price reported on the New
York Stock Exchange on June 23, 1999.
===============================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
By a Registration Statement on Form S-8, Registration No. 333-50585
filed on April 21, 1998 (the "Registration Statement"), Trammell Crow Company,
a Delaware corporation (the "Company"), registered 5,334,878 shares of the
Company's Common Stock, par value $0.01 per share (the "Common Stock"), in
connection with the Trammell Crow Company Long-Term Incentive Plan (the
"Plan"). The Company has amended the Plan, effective May 18, 1999, to (i)
provide for an increase in the maximum aggregate number of shares of the Common
Stock in respect of which awards may be granted under the Plan by an additional
3,300,000 shares, such that the maximum aggregate number of shares of Common
Stock in respect of which awards may be granted under the Plan shall be
8,634,878; (ii) provide that either the granting or vesting of awards provided
under the Plan may be subject to performance standards in order that such
awards may be fully deductible by the Company for federal income tax purposes;
and (iii) revise the period over which the Company's performance is measured
for purposes of determining the payment value of Performance Units (such term
is defined in the Plan). The Registration Statement is hereby amended to
incorporate such amendment into the Plan and the Prospectus related thereto.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed with the Securities and
Exchange Commission by the Company, and are incorporated herein by reference
and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, filed with the Commission pursuant
to the Securities Exchange Act of 1934 (the "Exchange Act")
on March 31, 1999;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999, filed with the Commission May 14, 1999;
and
(c) The description of the Company's Common Stock, $0.01 par
value per share, contained in Item 1 of the Company's
Registration Statement on Form 8-A filed with the Commission
pursuant to the Exchange Act on October 23, 1997.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold, or that deregisters all securities then remaining unsold, shall also be
deemed to be incorporated by reference herein and to be a part hereof from the
dates of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Post- Effective Amendment No.
1 to the Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Post-Effective Amendment No. 1 to
the Registration Statement. Upon the written or oral request of any person to
whom a copy of this Post-Effective Amendment No. 1 to the Registration
Statement has been delivered, the Company will provide without charge to such
person a copy of any and all documents (excluding exhibits thereto unless such
exhibits are specifically incorporated by reference into such documents) that
have been incorporated by reference into this Post-Effective Amendment No. 1 to
the Registration Statement but not delivered herewith. Requests for such
documents should be addressed to Trammell Crow Company, 2001 Ross Avenue, Suite
3400, Dallas, Texas 75201, Attention: Secretary, (214) 863-3000.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
2
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Certificate of Incorporation provides that no director
of the Company shall be personally liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company
or its stockholders; (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law; (iii) in respect
of certain unlawful dividend payments or stock redemptions or repurchases; or
(iv) for any transaction from which the director derived an improper personal
benefit. The effect of these provisions is to eliminate the rights of the
Company and its stockholders (through stockholders' derivative suits on behalf
of the Company) to recover monetary damages against a director for breach of
fiduciary duty as a director (including breaches resulting from grossly
negligent behavior), except in the situations described above.
Section 145 of the DGCL ("Section 145") permits indemnification of
directors, officers, agents and controlling persons of a corporation under
certain conditions and subject to certain limitations. Article Eleven of the
Certificate of Incorporation of the Company provides that the Company shall
indemnify its officers and directors to the maximum extent allowed by the DGCL.
Pursuant to Section 145, the Company generally has the power to indemnify its
present and former directors and officers against expenses and liabilities
incurred by them in connection with any suit to which they are, or are
threatened to be made, a party by reason of their serving in those positions so
long as they acted in good faith and in a manner they reasonably believed to be
in, or not opposed to, the best interests of the Company, and with respect to
any criminal action, so long as they had no reasonable cause to believe their
conduct was unlawful. With respect to suits by or in the right of the Company,
however, indemnification is generally limited to attorneys' fees and other
expenses and is not available if the person is adjudged to be liable to the
Company, unless the court determines that indemnification is appropriate. The
statute expressly provides that the power to indemnify authorized thereby is
not exclusive of any rights granted under any bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise. The registrant also has
the power to purchase and maintain insurance for its directors and officers.
The Company maintains officers' and directors' liability insurance which
insures against liabilities that officers and directors of the Company may
incur in such capacities. Additionally, Article Eleven of the Certificate of
Incorporation provides that, in the event that an officer or director files
suit against the registrant seeking indemnification of liabilities or expenses
incurred, the burden will be on the registrant to prove that the
indemnification would not be permitted under the DGCL. The preceding discussion
of the registrant's Certificate of Incorporation and Section 145 of the DGCL is
not intended to be exhaustive and is qualified in its entirety by the
Certificate of Incorporation and Section 145 of the DGCL.
The Company has entered into indemnity agreements with its directors
and officers. Pursuant to such agreements, the Company will, to the extent
permitted by applicable law, indemnify such persons against all expenses,
judgments, fines and penalties incurred in connection with the defense or
settlement of any actions brought against them by reason of the fact that they
were directors or officers of the Company or assumed certain responsibilities
at the direction of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
3
<PAGE> 4
ITEM 8. EXHIBITS.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:
4.1 -- Company's Long-Term Incentive Plan(1)
4.1.1 -- First Amendment to the Company's Long-Term Incentive
Plan
5.1 -- Opinion of Vinson & Elkins L.L.P.
23.1 -- Consent of Ernst & Young LLP
23.2 -- Consent of Vinson & Elkins L.L.P. (included as part
of Exhibit 5.1)
24.1 -- Power of Attorney(1)
- - -------------
1. Previously filed as an exhibit to the Company's Registration Statement on
Form S-8 (File Number 333-50585) filed with the Securities and Exchange
Commission on April 21, 1998 and incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
The Company hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company
pursuant to section 13 or section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purposes of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Company's annual report pursuant to
section 13(a) or section 15(d) of the Exchange Act that is incorporated
by reference in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
4
<PAGE> 5
(5) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions,
or otherwise, the Company has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Company will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
5
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Dallas, State of Texas, on the 24th day of June, 1999.
TRAMMELL CROW COMPANY
By: /s/ Robert E. Sulentic
-------------------------------
Robert E. Sulentic, Executive
Vice President, Chief Financial
Officer and Director
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ George L. Lippe* President and Chief Executive Officer June 24, 1999
- - ----------------------------------------- (Principal Executive Officer)
George L. Lippe
/s/ Robert E. Sulentic Executive Vice President, Chief Financial June 24, 1999
- - ----------------------------------------- Officer and Director
Robert E. Sulentic (Principal Financial Officer)
/s/ William P. Leiser* Executive Vice-President and Treasurer June 24, 1999
- - ----------------------------------------- (Principal Accounting Officer)
William P. Leiser
/s/ Harlan R. Crow* Director June 24, 1999
- - -----------------------------------------
Harlan R. Crow
/s/ J. McDonald Williams* Director June 24, 1999
- - -----------------------------------------
J. McDonald Williams
/s/ James D. Carreker* Director June 24, 1999
- - -----------------------------------------
James D. Carreker
/s/ William F. Concannon* Director June 24, 1999
- - -----------------------------------------
William F. Concannon
/s/ James R. Erwin* Director June 24, 1999
- - -----------------------------------------
James R. Erwin
/s/ Jeffrey M. Heller* Director June 24, 1999
- - -----------------------------------------
Jeffrey M. Heller
/s/ Rowland Moriarty* Director June 24, 1999
- - -----------------------------------------
Rowland Moriarty
*By: /s/ Asuka Nakahara
- - -----------------------------------------
Asuka Nakahara
ATTORNEY-IN-FACT
</TABLE>
S-1
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<S> <C> <C>
4.1 -- Company's Long-Term Incentive Plan(1)
4.1.1 -- First Amendment to the Company's Long-Term
Incentive Plan*
5.1 -- Opinion of Vinson & Elkins L.L.P.*
23.1 -- Consent of Ernst & Young*
23.2 -- Consent of Vinson & Elkins L.L.P.
(included as part of Exhibit 5.1)*
24.1 -- Power of Attorney(1)
</TABLE>
- - -----------------
* Filed herewith
1. Previously filed as an exhibit to the Company's Registration Statement
on Form S-8 (File Number 333-50585) filed with the Securities and
Exchange Commission on April 21, 1998 and incorporated herein by
reference.
<PAGE> 1
EXHIBIT 4.1.1
FIRST AMENDMENT TO THE
TRAMMELL CROW COMPANY
LONG-TERM INCENTIVE PLAN
THIS FIRST AMENDMENT TO THE TRAMMELL CROW COMPANY LONG-TERM INCENTIVE
PLAN (this "Amendment") is made and adopted by Trammell Crow Company, a
Delaware corporation (the "Corporation"), effective as of May 18, 1999.
PRELIMINARY STATEMENTS
A. On August 22, 1997, the stockholders of the Corporation approved,
and the Corporation adopted, the Trammell Crow Company Long-Term Incentive Plan
(the "Plan"). Capitalized terms used but not otherwise defined herein shall
have the meanings ascribed to them in the Plan.
B. The Board of Directors of the Corporation (the "Board") has
approved and recommended to the stockholders of the Corporation that this
Amendment be adopted to: (i) provide for an increase in the maximum aggregate
number of shares of the Stock in respect of which Awards may be granted under
the Plan by an additional 3,300,000 shares, such that the maximum aggregate
number of shares of Stock in respect of which Awards may be granted under the
Plan shall be 8,634,878, (ii) provide that either the granting or vesting of
awards provided under the Plan may be subject to performance standards in order
that such awards may be fully deductible by the Corporation for federal income
tax purposes; and (iii) revise the period over which the Corporation's
performance is measured for purposes of determining the payment value of
Performance Units.
C. On May 18, 1999, the stockholders of the corporation approved this
Amendment.
AMENDMENT
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Section 1.15 is hereby restated in its entirety, without
modification, to read as follows:
"1.15 "Eligible Individuals" means (a) Employees, (b)
Non-employee Directors and (c) any other Person that the Committee
designates as eligible for an Award (other than for Incentive Options)
because the Person performs bona fide consulting or advisory services
for the Corporation or any of its Subsidiaries (other than services in
connection with the offer or sale of securities in a capital-raising
transaction)."
2. Section 1.30 is hereby amended in its entirety to read as follows:
"1.30 "Performance Period" means a period of up to ten fiscal
years of the Corporation, as determined by the Committee with respect
to any Performance Unit, and over which performance is measured for
the purpose of determining the payment value of Performance Units."
3. Section 2.1 is amended and restated in its entirety to read as
follows:
"2.1 Maximum Number of Shares. Subject to the provisions of
Section 9 of the Plan, the maximum aggregate number of shares of Stock
in respect of which Awards may be granted for all purposes under the
Plan shall be 8,634,878."
4. Section 4.1 is hereby restated in its entirety, without
modification, to read as follows:
"4.1 Eligible Individuals. Awards may be granted pursuant to
the Plan only to persons who are Eligible Individuals at the time of
the grant thereof or in connection with the severance or retirement of
Eligible Individuals."
<PAGE> 2
5. Section 4A is hereby added to the Plan to read as follows:
"Section 4A. Performance Awards
4A.1 Covered Employee. For purposes of this Section 4A
"Covered Employee" shall have the meaning given to such term under
Section 162(m). The foregoing notwithstanding, because the Committee
cannot determine with certainty whether a given individual will be a
Covered Employee with respect to a fiscal year that has not yet been
completed, the term Covered Employee as used herein shall mean only a
person designated by the Committee, at the time of grant of
Performance Awards, who is likely to be a Covered Employee with
respect to that fiscal year.
4A.2 Performance Award. For purposes of this Section 4A
"Performance Award" shall mean any Award the grant, exercise or
settlement of which is subject to one or more of the performance
standards set forth in this Section 4A. Additionally, Performance
Award shall mean any Option, Reload Option or Stock Appreciation Right
granted to a Covered Employee if the Exercise Price (with respect to
such Option or Reload Option) or SAR Exercise Price (with respect to
such Stock Appreciation Right) equals or exceeds Fair Market Value.
4A.3 Qualified Member. For purposes of this Section 4A
"Qualified Member" means a member of the Committee who is an "outside"
director within the meaning of Section 162(m).
4A.4 Manner of Exercise of Committee Authority. At any time
that a member of the Committee is not a Qualified Member, any action
of the Committee relating to an Award intended by the Committee to
qualify as "performance-based compensation" within the meaning of
Section 162(m), may be taken either (i) by a subcommittee, designated
by the Committee, composed solely of two or more Qualified Members, or
(ii) by the Committee but with each such member who is not a Qualified
Member abstaining or recusing himself or herself from such action;
provided, however, that, upon such abstention or recusal, the
Committee remains composed solely of two or more Qualified Members.
Such action, authorized by such a subcommittee or by the Committee
upon the abstention or recusal of such non-Qualified Member(s), shall
be the action of the Committee for purposes of the Plan. Any action of
the Committee shall be final, conclusive and binding on all persons,
including the Corporation, its subsidiaries, Eligible Individuals,
beneficiaries, transferees or other persons claiming rights from or
through an Eligible Individual, and shareholders.
Section 4A.5 Individual Award Limitations. In each calendar
year during any part of which the Plan is in effect, a Participant may
not be granted Performance Awards relating to more than 500,000 shares
of Common Stock, subject to adjustment in a manner consistent with any
adjustment made pursuant to Section 9, under each of Sections 5, 6 and
7 with a maximum limitation of 500,000 shares of Common Stock in the
aggregate. In addition, the maximum compensation that may be earned
under the Plan as Performance Awards by any one Participant, in any
calendar year, shall be $5,000,000 with respect to Awards provided
under Section 8. If an Option is canceled, the canceled Option
continues to be counted against the maximum number of shares for which
Options may be granted to the Participant under the Plan, as set forth
in this Section 4A.5. If, after grant, the exercise price of an Option
is reduced, the transaction is treated as a cancellation of the Option
and a grant of a new Option for purposes of this Section 4A.5. In such
a case, both the Option that is deemed to be canceled and the Option
that is deemed to be granted reduce the maximum number of shares for
which Options may be granted to the Covered Employee under the Plan,
as set forth in this Section 4A.5. Such cancellation will likewise
occur in the case of a Stock Appreciation Right where, after the Award
is made, the base amount on which stock appreciation is calculated is
reduced.
Section 4A.6 General. The Committee shall retain full power
and discretion to accelerate, waive or modify, at any time, any term
or condition of a Performance Award that is not mandatory under the
Plan; provided, however, that notwithstanding any other provision of
the Plan the Committee shall not have any discretion to accelerate,
waive or modify any term or condition of an Award that is intended to
qualify as "performance-based compensation" for purposes of Section
162(m) if such discretion would cause the Performance Award not to so
qualify.
Section 4A.7 Performance Conditions. The right of an Eligible
Individual to exercise or receive a grant or settlement of any Award,
and the timing thereof, may be subject to such performance conditions
as
<PAGE> 3
may be specified by the Committee. The Committee may use such business
criteria and other measures of performance as it may deem appropriate
in establishing any performance conditions.
Section 4A.8 Performance Awards Granted to Designated Covered
Employees. If the Committee determines that a Performance Award to be
granted to an Eligible Individual who is designated by the Committee
as likely to be a Covered Employee should qualify as
"performance-based compensation" for purposes of Section 162(m), the
grant, exercise and/or settlement of such Performance Award shall be
contingent upon achievement of preestablished performance goals and
other terms set forth in this Section 4A.8.
(a) Performance Goals Generally. The performance
goals for such Performance Awards shall consist of one or
more business criteria and a targeted level or levels of
performance with respect to each of such criteria, as
specified by the Committee consistent with this Section 4A.8.
Performance goals shall be objective and shall otherwise meet
the requirements of Section 162(m), including the requirement
that the level or levels of performance targeted by the
Committee result in the achievement of performance goals
being "substantially uncertain." The Committee may determine
that such Performance Awards shall be granted, exercised
and/or settled upon achievement of any one performance goal
or that two or more of the performance goals must be achieved
as a condition to grant, exercise and/or settlement of such
Performance Awards. Performance goals may differ for
Performance Awards granted to any one Eligible Individual or
to different Eligible Individuals.
(b) Business Criteria. One or more of the following
business criteria for the Corporation, on a consolidated
basis, and/or for specified subsidiaries or business or
geographical units of the Corporation (except with respect to
the total shareholder return and earnings per share
criteria), shall be used by the Committee in establishing
performance goals for such Performance Awards: (i) earnings
per share; (ii) revenue targets; (iii) cash flow targets;
(iv) cash flow return targets; (v) return on net assets,
return on assets, return on investment, return on capital,
return on equity; (vi) an economic value added formula; (vii)
operating margin or contribution margin; (viii) net income;
pretax earnings; pretax earnings before interest,
depreciation and amortization; pretax operating earnings
after interest expense and before incentives, service fees,
and extraordinary or special items; operating income; pretax
earnings before interest depreciation and/or amortization;
(ix) total shareholder return; (x) debt reduction; and (xi)
any of the above goals determined on an absolute or relative
basis or as compared to the performance of a published or
special index deemed applicable by the Committee including,
but not limited to, the Standard & Poor's 500 Stock Index or
a group of competitor companies, including the group selected
by the Corporation for purposes of the stock performance
graph contained in the proxy statement for the Corporation's
annual meetings of stockholders.
(c) Performance Period; Timing for Establishing
Performance Goals. Achievement of performance goals in
respect of such Performance Awards shall be measured over a
performance period of up to ten years, as specified by the
Committee. Performance goals shall be established not later
than 90 days after the beginning of any performance period
applicable to such Performance Awards, or at such other date
as may be required or permitted for "performance-based
compensation" under Section 162(m).
(d) Settlement of Performance Awards; Other Terms.
After the end of each performance period, the Committee shall
determine the amount, if any, of the Performance Award
payable to each Covered Employee. Settlement of such
Performance Awards shall be in cash, Common Stock, other
Awards or other property, as determined in the sole
discretion of the Committee. The Committee may, in its
discretion, reduce the amount of a settlement otherwise to be
made in connection with such Performance Awards, but may not
exercise discretion to increase any such amount payable to a
Covered Employee in respect of a Performance Award.
Section 4A.9 Written Determinations. All determinations by
the Committee as to the establishment of performance goals, the amount
of any potential individual Performance Awards, and the achievement of
performance goals relating to Performance Awards, shall be made in
writing in the case of any Award intended to qualify under Section
162(m). The Committee may not delegate any responsibility relating to
such Performance Awards. The determination as to whether any
performance goal, with respect to any Award, has been satisfied shall
be made prior to the payment of any compensation relating to an Award.
<PAGE> 4
Section 4A.10 Performance Awards under Code Section 162(m).
It is the intent of the Corporation that Performance Awards granted to
persons who are designated by the Committee as likely to be Covered
Employees within the meaning of Section 162(m) shall, if so designated
by the Committee, constitute "performance-based compensation" within
the meaning of Section 162(m). Accordingly, the terms of this Section
4A, including the definitions of Covered Employee and other terms used
herein, shall be interpreted in a manner consistent with Section
162(m). If any provision of the Plan as in effect on the date of
adoption or any agreements relating to Performance Awards that are
designated as intended to comply with Section 162(m) does not comply
or is inconsistent with the requirements of Section 162(m), such
provision shall be construed or deemed amended to the extent necessary
to conform to such requirements."
This Amendment, and the changes to the provisions of the Plan effected
hereby, shall be effective as of May 18, 1999. Except as expressly set forth
herein, the Plan shall remain in full force and effect without further
amendment or modification.
<PAGE> 5
IN WITNESS WHEREOF, the Corporation, acting by and through its officer
hereunto duly authorized, has executed this Amendment effective as of the date
first written above.
TRAMMELL CROW COMPANY
By: /s/ Derek R. McClain
---------------------------------------
Name: Derek R. McClain
---------------------------------------
Title: Exec. Vice President & General Counsel
---------------------------------------
<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF VINSON & ELKINS L.L.P.]
June 24, 1999
Trammell Crow Company
3400 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201
Ladies and Gentlemen:
We have acted as counsel for Trammell Crow Company, a Delaware
corporation (the "Company"), in connection with the Company's registration
under the Securities Act of 1933 (the "Act"), of 3,300,000 shares of common
stock, par value $0.01 per share (the "Shares"), of the Company pursuant to the
Company's Post-Effective Amendment No.1 to Form S-8 (the "Registration
Statement") filed with the Securities and Exchange Commission (the
"Commission") on June 18, 1999.
In reaching the opinions set forth herein, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of such documents and records of the Company and such statutes,
regulations and other instruments as we deemed necessary or advisable for
purposes of this opinion, including (i) the Registration Statement, (ii) the
Certificate of Incorporation of the Company, as filed with the Secretary of
State of the State of Delaware, (iii) the Bylaws of the Company, and (iv)
certain minutes of meetings of, and resolutions adopted by, the Board of
Directors of the Company.
We have assumed that (i) all information contained in all documents we
reviewed is true, correct and complete, (ii) all signatures on all documents we
reviewed are genuine, (iii) all documents submitted to us as originals are true
and complete, (iv) all documents submitted to us as copies are true and
complete copies of the originals thereof, and (v) all persons executing and
delivering the documents we examined were competent to execute and deliver such
documents. In addition, we have assumed that (i) the Shares will be issued in
accordance with the Trammell Crow Company Long- Term Incentive Plan (the
"Plan"), (ii) the full consideration for each Share shall be paid to the
Company and in no event will be less than the par value for each Share, and
(iii) certificates evidencing the Shares will be properly executed and
delivered by the Company in accordance with the Delaware General Corporation
Law (the "DGCL").
Based on the foregoing, and having due regard for the legal
considerations we deem relevant, we are of the opinion that the Shares, when
issued by the Company in accordance with the Plan, will be legally issued,
fully paid and non-assessable.
This opinion is limited in all respects to the laws of the State of
Texas, the DGCL and the federal laws of the United States of America. You
should be aware that we are not admitted to the practice of law in the State of
Delaware.
This opinion letter may be filed as an exhibit to the Registration
Statement. In giving this consent, we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Vinson & Elkins L.L.P.
<PAGE> 1
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in Post-Effective Amendment No. 1
to the Registration Statement (Form S-8 No. 333-50585) pertaining to the
Long-Term Incentive Plan of Trammell Crow Company of our report dated February
17, 1999, with respect to the consolidated financial statements and schedule of
Trammell Crow Company included in its Annual Report (Form 10-K) for the year
ended December 31, 1998, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Dallas, Texas
June 17, 1999
