<PAGE>
As filed with the Securities and Exchange Commission on June 29, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 11-K
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998, or
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File No. 1-13531
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
TRAMMELL CROW COMPANY
RETIREMENT SAVINGS PLAN
B. Name of the issuer of the securities held pursuant to the plan and the
address of its principal executive office:
TRAMMELL CROW COMPANY
2001 ROSS AVENUE, SUITE 3400
DALLAS, TEXAS 75201
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
TRAMMELL CROW COMPANY
RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1998 AND 1997
<PAGE>
TRAMMELL CROW COMPANY
RETIREMENT SAVINGS PLAN
INDEX
<TABLE>
<CAPTION>
Page
<S> <C>
Financial Statements:
Report of Independent Accountants 1
Statement of Net Assets Available for Benefits, with Fund Information 2-4
Statement of Changes in Net Assets Available for Benefits, with Fund Information 5-6
Notes to Financial Statements 7-13
Supplemental Schedules:
Schedule I - Schedule of Assets Held for Investment Purposes 14
Schedule II - Schedule of Reportable Transactions 15-16
</TABLE>
<PAGE>
TRAMMELL CROW COMPANY
RETIREMENT SAVINGS PLAN
REPORT OF INDEPENDENT ACCOUNTANTS
Report of Independent Accountants
To the Participants and Administrator
of the Trammell Crow Company Retirement Savings Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Trammell Crow Company Retirement Savings Plan at December 31, 1998 and
1997, and the changes in net assets available for benefits for the year ended
December 31, 1998, in conformity with generally accepted accounting principles.
These financial statements are the responsibility of the Plan's management; our
responsibility is to express an opinion on these financial statements based on
our audit. We conducted our audit of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for the opinion expressed
above.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The Fund Information in the
statements of net assets available for benefits and the statement of changes in
net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for benefits and
changes in net assets available for benefits of each fund. These supplemental
schedules and Fund Information are the responsibility of the Plan's management.
The supplemental schedules and Fund Information have been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ Pricewaterhouse Coopers LLP
June 1, 1999
<PAGE>
TRAMMELL CROW COMPANY
RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
<TABLE>
<CAPTION>
December 31, 1998
FUND INFORMATION
Charter
Charter Large Fidelity
Charter Guaranteed Company Advisor
Guaranteed Government Stock Growth
Long-Term Securities Index Opportunities
Fund Fund Fund Fund
<S> <C> <C> <C> <C>
Assets
Investments, at fair value
CIGNA Charter Guaranteed Long-Term Account $24 ,240,355
CIGNA Charter Guaranteed Government Securities Account $ 940,733
CIGNA Charter Large Company Stock Index Fund $15,271,933
CIGNA Fidelity Advisor Growth Opportunities Fund $ 30,924,077
CIGNA PBHG Growth Fund
CIGNA Templeton Growth Fund
Cash equivalents 3,174
---------------- -------------- --------------- ----------------
Net assets available for benefits $ 24,243,529 $ 940,733 $15,271,933 $ 30,924,077
---------------- -------------- --------------- ----------------
---------------- -------------- --------------- ----------------
</TABLE>
<TABLE>
<CAPTION>
PBHG Templeton
Growth Growth
Fund Fund
<S> <C> <C>
Assets
Investments, at fair value
CIGNA Charter Guaranteed Long-Term Account
CIGNA Charter Guaranteed Government Securities Account
CIGNA Charter Large Company Stock Index Fund
CIGNA Fidelity Advisor Growth Opportunities Fund
CIGNA PBHG Growth Fund $3,140,586
CIGNA Templeton Growth Fund $ 6,645,125
Cash equivalents
------------- ---------------
Net assets available for benefits $3,140,586 $ 6,645,125
------------- ---------------
------------- ---------------
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
December 31, 1998
FUND INFORMATION
Franklin Trammell
Dodge & Balance Crow
Cox Sheet Company Participant
Balanced Investment Common Notes
Fund Fund Stock Receivable Total
<S> <C> <C> <C> <C> <C>
Assets
Investments, at fair value
CIGNA Charter Guaranteed Long-Term Account $24,240,355
CIGNA Charter Guaranteed Government Securities Account 940,733
CIGNA Charter Large Company Stock Index Fund 15,271,933
CIGNA Fidelity Advisor Growth Opportunities Fund 30,924,077
CIGNA PBHG Growth Fund 3,140,586
CIGNA Templeton Growth Fund 6,645,125
Dodge & Cox Balanced Fund $ 6,574,490 6,574,490
Franklin Balance Sheet Investment Fund $ 2,374,220 2,374,220
Trammell Crow Company Common Stock $ 391,373 391,373
Participant notes receivable $ 1,317,286 1,317,286
Cash equivalents 3,174
------------ ------------- ----------- ------------- --------------
Net assets available for benefits $ 6,574,490 $ 2,374,220 $ 391,373 $ 1,317,286 $91,823,352
------------ ------------- ----------- ------------- --------------
------------ ------------- ----------- ------------- --------------
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Alliance Alliance
Charter Fidelity Capital Capital
Charter Guaranteed Advisor Aggressive Equitrack
Guaranteed Government Growth PBHG Templeton Growth Equity
Long-Term Securities Opportunities Growth Growth Stock Index
Fund Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments, at fair value
CIGNA Charter Guaranteed
Long-Term Account $14,379,541
CIGNA Charter Guaranteed
Government Securities
Account $762,705
CIGNA Fidelity Advisor
Growth Opportunities
Fund $21,602,309
CIGNA PBHG Growth Fund $1,835,426
CIGNA Templeton Growth Fund $5,354,202
Alliance Capital Aggressive
Growth Stock Fund $10,316,396
Alliance Capital Equitrack
Equity Index Fund $8,892,391
Dodge & Cox Balanced Fund
Franklin Balance Sheet
Investment Fund
Participant notes receivable
Cash equivalents 3,831
----------- -------- ----------- ---------- ---------- ----------- -----------
Net assets available for
benefits $14,383,372 $762,705 $21,602,309 $1,835,426 $5,354,202 $10,316,396 $ 8,892,391
----------- -------- ----------- ---------- ---------- ----------- -----------
----------- -------- ----------- ---------- ---------- ----------- -----------
</TABLE>
<TABLE>
<CAPTION>
Franklin
Dodge & Balance
Cox Sheet Participant
Balanced Investment Notes
Fund Fund Receivable Total
<S> <C> <C> <C> <C>
Assets
Investments, at fair value
CIGNA Charter Guaranteed
Long-Term Account $14,379,541
CIGNA Charter Guaranteed
Government Securities
Account 762,705
CIGNA Fidelity Advisor
Growth Opportunities Fund 21,602,309
CIGNA PBHG Growth Fund 1,835,426
CIGNA Templeton Growth Fund 5,354,202
Alliance Capital Aggressive
Growth Stock Fund 10,316,396
Alliance Capital Equitrack
Equity Index Fund 8,892,391
Dodge & Cox Balanced Fund $5,259,478 5,259,478
Franklin Balance Sheet
Investment Fund $222,989 222,989
Participant notes receivable $1,249,913 1,249,913
Cash equivalents 3,831
---------- -------- ---------- -----------
Net assets available for
benefits $5,259,478 $222,989 $1,249,913 $69,879,181
---------- -------- ---------- -----------
---------- -------- ---------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
TRAMMELL CROW COMPANY
RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
<TABLE>
<CAPTION>
Year Ended December 31, 1998
FUND INFORMATION
Charter
Charter Large Fidelity
Charter Guaranteed Company Advisor
Guaranteed Government Stock Growth
Long-Term Securities Index Opportunities
Fund Fund Fund Fund
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income
Interest $ 1,212,771 $ 32,144
Net appreciation (depreciation) in fair value of
investments $ 1,575,961 $ 5,674,608
------------ --------- ------------ ------------
1,212,771 32,144 1,575,961 5,674,608
------------ --------- ------------ ------------
Contributions
Employer 589,011 81,531 465,306 1,051,007
Employee 2,039,444 323,087 1,546,095 3,191,151
------------ --------- ------------ ------------
2,628,455 404,618 2,011,401 4,242,158
Transfer from affiliated company 35,100 27,550 22,276
Other additions 7 44
------------ --------- ------------ ------------
Total additions 3,876,326 436,769 3,614,912 9,939,086
Deductions from net assets attributed to:
Benefit payments 2,017,361 64,934 569,167 1,530,183
Transaction charge 9,739 604 3,010 3,756
Transfer to affiliated company 9,403 1,781
Other deductions 58
------------ --------- ------------ ------------
Total deductions 2,036,561 65,538 572,177 1,535,720
Change in forfeiture reserve, net (7,642) (3,172) (9,812) (20,541)
------------ --------- ------------ ------------
Net increase prior to interfund transfers 1,832,123 368,059 3,032,923 8,382,825
Interfund transfers, net 8,028,034 (190,031) 12,239,010 938,943
------------ --------- ------------ ------------
Net increase (decrease) 9,860,157 178,028 15,271,933 9,321,768
Net assets available for benefits at beginning of year 14,383,372 762,705 - 21,602,309
------------ --------- ------------ ------------
Net assets available for benefits at end of year $ 24,243,529 $ 940,733 $ 15,271,933 $ 30,924,077
------------ --------- ------------ ------------
------------ --------- ------------ ------------
</TABLE>
<TABLE>
<CAPTION>
Year Ended December 31, 1998
FUND INFORMATION
Alliance
Capital
Equitable
PBHG Templeton Aggressive
Growth Growth Stock
Fund Fund Fund
<S> <C> <C> <C>
Additions to net assets attributed to:
Investment income
Interest
Net appreciation (depreciation) in fair value of
investments $ (21,085) $ (222,915) $ 1,431,125
----------- ----------- ------------
(21,085) (222,915) 1,431,125
----------- ----------- ------------
Contributions
Employer 276,769 416,626 159,796
Employee 863,923 1,317,879 397,726
----------- ----------- ------------
1,140,692 1,734,505 557,522
Transfer from affiliated company 3,680 13,880
Other additions 920 79
----------- ----------- ------------
Total additions 1,124,207 1,525,470 1,988,726
Deductions from net assets attributed to:
Benefit payments 83,660 307,398 65,786
Transaction charge 816 1,443 273
Transfer to affiliated company 415
Other deductions 125
----------- ----------- ------------
Total deductions 84,891 308,966 66,059
Change in forfeiture reserve, net (4,952) (8,451) (2,160)
----------- ----------- ------------
Net increase prior to interfund transfers 1,034,364 1,208,053 1,920,507
Interfund transfers, net 270,796 82,870 (12,236,903)
----------- ----------- ------------
Net increase (decrease) 1,305,160 1,290,923 (10,316,396)
Net assets available for benefits at beginning of year 1,835,426 5,354,202 10,316,396
----------- ----------- ------------
Net assets available for benefits at end of year $ 3,140,586 $ 6,645,125 $ -
----------- ----------- ------------
----------- ----------- ------------
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Year Ended December 31, 1998
FUND INFORMATION
Alliance
Capital Franklin Trammell
Equitrack Dodge & Balance Crow
Equity Cox Sheet Company Participant
Index Balanced Investment Common Notes
Fund Fund Fund Stock Receivable Total
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income
Interest $ 112,643 $ 1,357,558
Dividends $ 552,858 $ 109,835 662,693
Net appreciation (depreciation)
in fair value of investments $ 1,303,774 (175,820) (243,699) $ 26,717 9,348,666
------------ ----------- ----------- --------- ----------- ------------
1,303,774 377,038 (133,864) 26,717 112,643 11,368,917
------------ ----------- ----------- --------- ----------- ------------
Contributions
Employer 142,509 348,039 187,807 109,818 3,828,219
Employee 417,029 1,083,612 668,919 258,443 12,107,308
------------ ----------- ----------- --------- ----------- ------------
559,538 1,431,651 856,726 368,261 15,935,527
Transfer from affiliated company 3,292 2,586 108,364
Other additions 20 543 1,613
------------ ----------- ----------- --------- ----------- ------------
Total additions 1,863,332 1,811,981 725,991 394,978 112,643 27,414,421
Deductions from net assets attributed to:
Benefit payments 96,449 343,451 138,671 2,224 5,219,284
Transaction charge 223 806 270 1,053 21,993
Participant notes receivable terminated
due to withdrawal of participant 148,006 148,006
Transfer to affiliated company 11,599
Other deductions 488 498 1,169
------------ ----------- ----------- --------- ----------- ------------
Total deductions 96,672 344,745 138,941 3,775 148,006 5,402,051
Change in forfeiture reserve, net (1,672) (7,192) (2,184) (421) (68,199)
------------ ----------- ----------- --------- ----------- ------------
Net increase (decrease) prior to
interfund transfers 1,764,988 1,460,044 584,866 390,782 (35,363) 21,944,171
Interfund transfers, net (10,657,379) (145,032) 1,566,365 591 102,736 -
------------ ----------- ----------- --------- ----------- ------------
Net (decrease) increase (8,892,391) 1,315,012 2,151,231 391,373 67,373 21,944,171
Net assets available for benefits at
beginning of year 8,892,391 5,259,478 222,989 - 1,249,913 69,879,181
------------ ----------- ----------- --------- ----------- ------------
Net assets available for benefits at
end of year $ - $ 6,574,490 $ 2,374,220 $ 391,373 $ 1,317,286 $ 91,823,352
------------ ----------- ----------- --------- ----------- ------------
------------ ----------- ----------- --------- ----------- ------------
</TABLE>
6
<PAGE>
TRAMMELL CROW COMPANY
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
1. Description of Plan
The following description of the Trammell Crow Company (the "Company")
Retirement Savings Plan (the "Plan") provides only general information.
Participants should refer to the Plan agreement for a more complete
description of the Plan's provisions.
General
The Plan is a defined contribution plan established effective July 1,
1991 and most recently amended December 31, 1998, retroactively effective
December 1, 1998. Effective March 1, 1998, permanent employees are
eligible to participate upon completing 90 days of service and temporary
employees are eligible to participate upon completing one year of
service. Prior to March 1, 1998 all employees were eligible to
participate upon completing one year of service. The Plan is subject to
the provisions of the Employee Retirement Income Security Act of 1974
("ERISA").
Contributions
Participants may contribute an amount equal to not less than 1 percent
nor more than 15 percent of their compensation for the contribution
period. The Company may make a matching contribution in an amount equal
to $.50 for each $1.00 contributed by an employee, up to a maximum of 6
percent of the participant's compensation. The Company may also make
discretionary nonelective contributions to be determined by the Board of
Directors.
Participant Accounts
Each participant's account is credited with the participant's
contribution and allocation of the Company's contribution and Plan
earnings. Earnings are allocated by fund based on the ratio of a
participant's account invested in a particular fund to all participants'
investments in that fund. The benefit to which a participant is entitled
is the benefit that can be provided from the participant's account.
Vesting
Participants are immediately vested in their voluntary contributions plus
actual earnings thereon. The balance of vesting in the participants'
accounts is based on years of service. A participant becomes 20 percent
vested after one year of service, 40 percent vested after two years of
service, 60 percent vested after three years of service, 80 percent
vested after four years of service and 100 percent vested after five
years of service. The Plan administrator may grant credit for years of
service with a previous employer or employers, provided that the employee
was hired as a result of a purchase, merger or consolidation in which a
group of employees was acquired. However, if an active participant dies
or becomes totally disabled as defined by the Plan agreement, prior to
attaining the normal retirement age, the vesting percentage shall be 100
percent.
7
<PAGE>
Investment Options
Upon enrollment in the Plan, a participant may currently direct
contributions among any of the following investment options.
- Charter Guaranteed Long-Term Fund - Funds are invested in the CIGNA
Charter Guaranteed Long-Term Account, which provides a guaranteed
rate of return reset semiannually.
- Charter Guaranteed Government Securities Fund - Funds are invested in
the CIGNA Charter Guaranteed Government Securities Account, which
provides a guaranteed rate of return.
- Charter Large Company Stock Index Fund - Funds are invested in the
CIGNA Charter Large Company Stock Index Fund, which is a separate
account which provides an investment portfolio designed to reflect
the composition of the Standard & Poor's 500 Composite Stock Price
Index.
- Fidelity Advisor Growth Opportunities Fund - Funds are invested
solely in units of the CIGNA Fidelity Advisor Growth Opportunities
Fund, which in turn invests solely in shares of the Fidelity Advisor
Growth Opportunities Fund.
- PBHG Growth Fund - Funds are invested solely in units of the CIGNA
PBHG Growth Fund, which in turn invests solely in shares of the PBHG
Growth Fund.
- Templeton Growth Fund - Funds are invested solely in units of the
CIGNA Templeton Growth Fund, which in turn invests solely in shares
of the Templeton Growth Fund.
- Dodge & Cox Balanced Fund - Funds are invested in high quality bonds
and common stocks of well-established companies.
- Franklin Balance Sheet Investment Fund - Funds are invested in common
stock of stable companies.
- Trammell Crow Company Common Stock - Funds are invested solely in
shares of the Trammell Crow Company Common Stock.
Participants may change their investment options at any time.
8
<PAGE>
Payment of Benefits
On termination of service, a participant may elect to receive either a
lump-sum amount equal to the value of his or her account or defer payment
until a later date. Distributions are subject to the applicable
provisions of the Plan agreement.
Participant Notes Receivable
Participants may borrow up to the lesser of $50,000 or 50 percent of the
vested portion of their account balance, subject to certain restrictions,
in accordance with interest rates and collateral requirements established
by the Company.
Cash Equivalents
Contributions received prior to year end awaiting investment in the
appropriate investment option at December 31 are invested in the CIGNA
Charter Guaranteed Short-Term Account, which is recorded at fair value,
and are included as cash equivalents within the fund in which units are
subsequently purchased.
2. Summary of Accounting Policies
Method of Accounting
The Plan's financial statements are prepared on the accrual basis of
accounting, and reflect management's estimates and assumptions, such as
those regarding fair value, that affect the recorded amounts. Significant
estimates used are discussed throughout the notes to financial
statements.
9
<PAGE>
Investments
Investments in pooled separate accounts (CIGNA Large Company Stock Index
Fund, CIGNA Fidelity Advisor Growth Opportunities Fund, CIGNA PBHG Growth
Fund and CIGNA Templeton Growth Fund) and in mutual funds (Dodge & Cox
Balanced Fund and Franklin Balance Sheet Investment Fund) are recorded at
fair value, as determined by the unit value as reported by the
Connecticut General Life Insurance Company ("CG Life"), Firstar Trust
Company or Franklin Templeton Group. Investments in the CIGNA Charter
Guaranteed Long-Term Account and CIGNA Charter Guaranteed Government
Securities Account are non-fully benefit responsive and are recorded at
fair value. Participant notes receivable are valued at cost which
approximates fair value. The Company common stock is valued at the quoted
market price. Effective April 1, 1998 the Alliance Capital Equitable
Aggressive Stock Fund and the Alliance Capital Equitrack Equity Index
Fund were discontinued as investment options in the Plan and their
balances were liquidated and transferred to the CIGNA Charter Guaranteed
Long-Term Account and CIGNA Charter Large Company Stock Index Fund,
respectively.
Contributions
Employee contributions are recorded in the period during which the
Company makes payroll deductions from the participants' earnings.
Matching Company contributions, if any, are recorded in the same period.
Nonelective contributions, if any, are recorded in the period selected by
the Company.
Benefits
Benefit claims are recorded as expenses when they have been approved for
payment and paid by the Plan.
10
<PAGE>
3. Deposits With Insurance Company
The Plan participates in contracts with CG Life via investments in the
CIGNA Charter Guaranteed Long-Term Account and the CIGNA Charter
Guaranteed Government Securities Account. CG Life commingles the assets
of the CIGNA Charter Guaranteed Long-Term Account with other assets. For
the Plan's investment in the CIGNA Charter Guaranteed Long-Term Account,
the Plan is credited with interest at the rate specified in the contract
which was 5.90% for the year ended December 31, 1998, net of asset
charges. CG Life prospectively guaranteed the interest rates credited for
the CIGNA Charter Guaranteed Long-Term Account for six months. For the
Plan's investment in the CIGNA Charter Guaranteed Government Securities
Account, the Plan is credited with interest at a yield which averaged
3.99% for the year ended December 31, 1998, net of asset charges. As
discussed in Note 2, the CIGNA Charter Guaranteed Long-Term Account and
the CIGNA Charter Guaranteed Government Securities Account are included
in the financial statements at fair value which, principally because of
the periodic rate reset process, approximates contract value.
4. Investments
Investments that represent 5 percent or more of the Plan's net assets are
separately identified below.
<TABLE>
December 31,
1998
<S> <C>
CIGNA Charter Guaranteed Long-Term Account $ 24,240,355
interest rate, 5.90%
CIGNA Charter Large Company Stock Index Fund 15,271,933
units, 234,053
CIGNA Fidelity Advisor Growth Opportunities Fund 30,924,077
units, 403,709
CIGNA Templeton Growth Fund 6,645,125
units, 281,931
Dodge & Cox Balanced Fund 6,574,490
units, 100,805
</TABLE>
11
<PAGE>
5. Participant Notes Receivable
Under the terms of the Plan, participants may borrow from their accounts
up to the lesser of $50,000 or 50% of their vested account balance. Loan
transactions are treated as a transfer to/from the investment fund
from/to Participant Notes Receivable. A loan is secured by the balance in
the participant's account and bears interest at a rate commensurate with
market rates for similar loans, as defined (8.75% to 9.50% for the year
ended December 31, 1998).
6. Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
Plan termination, participants will become 100 percent vested in their
accounts.
7. Income Taxes
The Internal Revenue Service has determined and informed the Company by a
letter dated December 27, 1995, that the Plan and related trust are
designed in accordance with applicable sections of the Internal Revenue
Code ("IRC"). The Plan has been amended since receiving the determination
letter. However, the Plan's administrator and tax counsel believe that
the Plan is designed and is currently being operated in compliance with
the applicable requirements of the IRC. Therefore, no provision for
income taxes has been included in the Plan's financial statements.
8. Reconciliation of Plan Financial Statements to the Form 5500
Certain balances included on lines 31 and 32 of the Annual Return/Report
of Employee Benefit Plan (the "Form 5500") have been reclassified for the
purposes of presentation in these financial statements to provide
additional disclosure.
9. Transfers From Affiliated Plan
In 1998, certain employees and their participant balances were
transferred to the Plan from Trammell Crow Asset Company Profit Sharing
and Trust, an affiliated plan.
12
<PAGE>
10. Transfers To Affiliated Plans
In 1998, certain employees and their participant balances were
transferred from the Plan to the Kinetic Group and Crow Family Holdings,
respectively, which are affiliated plans.
11. Forfeitures
The net change in forfeiture reserve represents the net change in the
available forfeiture reserve balance from the prior year plus the current
year forfeitures generated. Forfeitures result from nonvested benefit
payments remaining in the Plan for all terminated employees. Upon
reaching the break-in-service requirement, as defined in the Plan
agreement, forfeitures generated are added to the forfeiture reserve
balance. The forfeiture reserve of $47,438 at December 31, 1998 is
included in the CIGNA Charter Guaranteed Long-Term Account and is
available to offset contributions or to pay Plan expenses, which would be
otherwise payable by the Company, in accordance with the Plan agreement.
In 1998, Company cash contributions were offset by $70,060 from forfeited
nonvested accounts.
12. Life Insurance Policies
Participants (or participants with a deferred account balance) who had
previously purchased a life insurance policy through the Profit Sharing
Plan and Trust for Employees of Trammell Crow Asset Company may elect to
transfer this policy to the Plan. These policies are owned by the Plan
Trustees for the benefit of the participant insured. These policies are
in a "paid up" status, and may be distributed or canceled at the
participant's direction. Upon distribution of a participant's total
vested account balance, this policy must also be distributed to the
participant. These contracts are fully allocated to the insured
participant's account. Premiums (if any) increase the value of the
specific insured's insurance policy. Therefore these contracts are
excluded from plan assets in the accompanying financial statements.
13
<PAGE>
TRAMMELL CROW COMPANY SUPPLEMENTAL SCHEDULE
RETIREMENT SAVINGS PLAN SCHEDULE I
LINE 27A FORM 5500 - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(c)
(b) Description of investment including
Identity of Issue, borrower, maturity date, rate of interest, (d) (e)
(a) lessor, or similar party collateral, par or maturity value Cost Current value
<S> <C> <C> <C>
Connecticut General Life CIGNA Charter Guaranteed
* Insurance Company Long-Term Account
5.90% $24,240,355 $24,240,355
Connecticut General Life CIGNA Charter Guaranteed
* Insurance Company Government Securities Account
3.99% 940,733 940,733
Connecticut General Life CIGNA Charter Large Company
* Insurance Company Stock Index Fund
$65.25/unit 13,657,254 15,271,933
Connecticut General Life CIGNA Fidelity Advisor Growth
* Insurance Company Opportunities Fund
$76.60/unit 18,423,060 30,924,077
Connecticut General Life CIGNA PBHG Growth Fund
* Insurance Company $25.40/unit 3,090,141 3,140,586
Connecticut General Life CIGNA Templeton Growth Fund
* Insurance Company $23.57/unit 6,317,593 6,645,125
* Firstar Trust Company Dodge & Cox Balanced Fund
$65.22/unit 6,029,083 6,574,490
* Franklin Templeton Group Franklin Balance Sheet Investment Fund
$31.60/unit 2,519,562 2,374,220
Connecticut General Life Trammell Crow Company Common Stock
* Insurance Company $28.00/unit 364,237 391,373
Connecticut General Life Cash equivalents (CIGNA Charter
* Insurance Company Short-Term Account) 3,174 3,174
* Participant Notes Receivable 8.75% - 9.50% 1,317,286 1,317,286
</TABLE>
* Indicates an identified person known to be a party-in-interest to the Plan.
14
<PAGE>
<TABLE>
<CAPTION>
(h)
(b) (f) Current
Description of asset Expense value
(a) (include interest (c) (d) (e) incurred (g) of asset on (i)
Identity of party rate and maturity Purchase Selling Lease with Cost of transaction Net gain
involved in case of a loan) price Price rental transaction asset date or (loss)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Purchases into
Connecticut General CIGNA Charter
Life Insurance Guaranteed
Company Long-Term Account $16,512,380 N/A N/A N/A 16,512,380 $16,512,380 -
Sales from CIGNA
Connecticut General Charter
Life Insurance Guaranteed
Company Long-Term Account N/A $7,866,197 N/A N/A 7,866,197 7,866,197 -
Purchases into
Connecticut General CIGNA Charter
Life Insurance Large Company
Company Stock Index Fund 15,713,636 N/A N/A N/A 15,713,636 15,713,636 -
Sales from CIGNA
Connecticut General Charter Large
Life Insurance Company Stock
Company Index Fund N/A 2,017,664 N/A N/A 2,087,891 2,017,664 $ (70,227)
Purchases into
Connecticut General CIGNA Fidelity
Life Insurance Advisor Growth
Company Opportunities Fund 7,474,743 N/A N/A N/A 7,474,743 7,474,743 -
Sales from CIGNA
Connecticut General Fidelity Advisor
Life Insurance Growth
Company Opportunities Fund N/A 3,827,583 N/A N/A 2,467,126 3,827,583 1,360,457
Connecticut General Purchases into
Life Insurance CIGNA PBHG Growth 2,514,868 N/A N/A N/A 2,514,868 2,514,868 -
Company Fund
Connecticut General
Life Insurance Sales from CIGNA
Company PBHG Growth Fund N/A 1,188,623 N/A N/A 1,296,127 1,188,623 (107,504)
Connecticut General Purchases into
Life Insurance CIGNA Templeton
Company Growth Fund 2,911,296 N/A N/A N/A 2,911,296 2,911,296 -
Connecticut General Sales from CIGNA
Life Insurance Templeton Growth
Company Fund N/A 1,397,458 N/A N/A 1,297,028 1,397,458 100,430
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
(b) (h)
Description of (f) Current
asset (include Expense value
(a) interest rate (c) (d) (e) incurred (g) of asset on (i)
Identity of party and maturity in Purchase Selling Lease with Cost of transaction Net gain
involved case of a loan) price Price rental transaction asset date or (loss)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Purchases into
Alliance Capital
Aggressive
Alliance Capital Equitable Stock
Assurance Society Fund $ 682,418 N/A N/A N/A $ 682,418 $ 682,418 -
Sales from
Alliance Capita
Aggressive
Alliance Capital Equitable Stock
Assurance Society Fund N/A $12,429,939 N/A N/A 8,431,272 12,429,939 $ 3,998,667
Purchases into
Alliance Capital
Alliance Capital Equitrack Equity
Assurance Society Index Fund 1,342,955 N/A N/A N/A 1,342,955 1,342,955 -
Sales from
Alliance Capital
Alliance Capital Equitrack Equity
Assurance Society Index Fund N/A 11,539,120 N/A N/A 7,615,234 11,539,120 3,923,886
Purchases into
Firstar Trust Dodge & Cox
Company Balanced Fund 2,229,974 N/A N/A N/A 2,229,974 2,229,974 -
Sales from Dodge
Firstar Trust & N/A 1,292,000 N/A N/A 1,319,368 1,292,000 (27,368)
Company Cox Balanced Fund
</TABLE>
16
<PAGE>
SIGNATURES
The Plan, pursuant to the requirements of the Securities Exchange Act
of 1934, has caused this annual report to be signed on its behalf by the
undersigned thereto duly authorized.
TRAMMELL CROW COMPANY
Date: June 29, 1998 RETIREMENT SAVINGS PLAN
By: TRAMMELL CROW COMPANY
PLAN SPONSOR
By: /S/ DEREK R. MCCLAIN
---------------------------------
Derek R. McClain
Executive Vice-President &
General Counsel
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
23.1 Consent of PricewaterhouseCoopers LLP
</TABLE>
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-53331) of Trammell Crow Company of our report
dated June 1, 1999 relating to the financial statements of the Trammell Crow
Company Retirement Savings Plan, which appears in this Form 11-K.
/s/ Pricewaterhouse Coopers LLP
PricewaterhouseCoopers LLP
Hartford, Connecticut
June 23, 1999
