<PAGE>
As filed with the Securities and Exchange Commission on June 28, 2000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1999, or
/ / TRANSITION REPORT PURSUANT TO SECTION 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
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<PAGE>
TRAMMELL CROW COMPANY RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULE
DECEMBER 31, 1999 AND 1998
<PAGE>
TRAMMELL CROW COMPANY
RETIREMENT SAVINGS PLAN
INDEX
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<TABLE>
<CAPTION>
Page
<S> <C>
Financial Statements:
Report of Independent Accountants 1
Statement of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-10
Supplemental Schedule:
Schedule I - Schedule of Assets Held for Investment Purposes at End of Year 11
</TABLE>
<PAGE>
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 statements 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 (the "Plan") at December
31, 1999 and 1998, and the changes in net assets available for benefits for the
years then ended in conformity with accounting principles generally accepted in
the United States. 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 audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States 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
audits provide a reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is 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. This supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ PricewaterhouseCoopers LLP
May 19, 2000
<PAGE>
TRAMMELL CROW COMPANY
RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
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<TABLE>
<CAPTION>
December 31,
1999 1998
<S> <C> <C>
Assets
Investments, at fair value $ 117,502,936 $ 90,506,066
Receivables:
Participant notes 1,637,049 1,317,286
--------------- --------------
Net assets available for benefits $ 119,139,985 $ 91,823,352
=============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
TRAMMELL CROW COMPANY
RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
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<TABLE>
<CAPTION>
Years Ended
December 31,
1999 1998
<S> <C> <C>
Additions to net assets attributed to:
Investment income:
Interest $ 1,580,659 $ 1,357,558
Dividends 904,481 662,693
Net appreciation in fair value of investments 10,686,352 9,348,666
---------------- ---------------
13,171,492 11,368,917
---------------- ---------------
Contributions:
Employer 5,313,649 3,828,219
Employee 18,359,484 12,107,308
---------------- ---------------
23,673,133 15,935,527
Transfer from affiliated plan - 108,364
Other additions - 1,613
---------------- ---------------
Total additions 36,844,625 27,414,421
Deductions from net assets attributed to:
Benefit payments 9,240,348 5,219,284
Transaction charge 33,441 21,993
Participant notes receivable terminated
due to withdrawal of participant 170,708 148,006
Transfer to affiliated plan - 11,599
Other deductions - 1,169
---------------- ---------------
Total deductions 9,444,497 5,402,051
Change in forfeiture reserve, net (83,495) (68,199)
---------------- ---------------
Net increase 27,316,633 21,944,171
Net assets available for benefits at beginning of year 91,823,352 69,879,181
---------------- ---------------
Net assets available for benefits at end of year $ 119,139,985 $ 91,823,352
================ ===============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
TRAMMELL CROW COMPANY
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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1. Description of Plan
The following description of the Trammell Crow 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 of Trammell Crow Company (the "Company") 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. Participants direct the investment of their contributions into
various investment options offered by the Plan. The Plan currently
offers 2 general accounts, 4 pooled separate accounts, 2 mutual funds,
and a Company stock as investment options for participants. Employee
contributions are recorded in the period during which the Company makes
payroll deductions from the participant's earnings.
The Company may make a matching contribution in an amount equal to $.50
for each $1.00 contributed by a participant, up to a maximum of 6
percent of the participant's compensation. The Company may also make
discretionary non-elective contributions. Matching Company
contributions, if any, are recorded in the same period in which the
Company makes payroll deductions from the participants' earnings.
Discretionary non-elective contributions, if any, are recorded in the
period selected by the Company.
Participant Accounts
Each participant's account is credited with the participant's
contribution and allocation of the Company's contribution and plan
earnings. Allocations are based on participant earnings or account
balances, as defined. The benefit to which a participant is entitled is
the benefit that can be provided from the participant's vested account.
4
<PAGE>
TRAMMELL CROW COMPANY
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
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. 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.
Payment of Benefits
On termination of service, a participant may elect to receive either a
lump-sum amount equal to the value of the vested portion of his or her
account or defer payment to a later date. Distributions are subject to
the applicable provisions of the Plan agreement. Benefit claims are
recorded as expenses when they have been approved for payment and paid
by the Plan.
Participant Notes Receivable
Participants may borrow a minimum of $1,000, up to a maximum of $50,000
or 50 percent of the vested portion of his or her account balance,
whichever is less. Loans 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 years ended December 31, 1999 and 1998).
5
<PAGE>
TRAMMELL CROW COMPANY
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
2. Summary of Accounting Policies
Method of Accounting
The Plan's financial statements are prepared on the accrual basis of
accounting. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and changes therein. Actual results could differ from
those estimates.
Amounts shown by investment fund option on the statement of net assets
available for benefits as of December 31, 1998 and the statement of
changes in net assets available for benefits for the year ended
December 31, 1998 have been reclassified to be shown in total to
conform to the current year presentation in order to adopt AICPA
Statement of Position 99-3, "ACCOUNTING FOR AND REPORTING OF CERTAIN
DEFINED CONTRIBUTION PLAN INVESTMENTS AND OTHER DISCLOSURE MATTERS."
Investment Valuation
Investments in pooled separate accounts are recorded at fair value, as
determined by the unit value reported by Connecticut General Life
Insurance Company ("CG Life"). Investments in the general accounts are
non-fully benefit responsive and are recorded at fair value.
Participant notes receivable are valued at cost which approximates fair
value. Investments in the mutual funds and the Company Stock are valued
at their quoted market price.
3. Investments
Investments that represent 5 percent or more of the Plan's net assets
are separately identified below.
<TABLE>
<CAPTION>
December 31,
1999 1998
<S> <C> <C>
CIGNA Charter Guaranteed Long-Term Account $ 26,450,916 $ 24,240,355
interest rates, 5.65%; 5.90%
CIGNA Charter Large Company Stock Index Fund 24,085,222 15,271,933
units, 305,805; 234,053
CIGNA Fidelity Advisor Growth Opportunities Fund 32,263,043 30,924,077
units, 398,999; 403,709
CIGNA PBHG Growth Fund 9,203,410 N/A
units, 187,251; N/A
6
<PAGE>
TRAMMELL CROW COMPANY
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
CIGNA Templeton Growth Fund 11,668,134 6,645,125
units, 377,487; 281,931
Dodge & Cox Balance Sheet Fund 8,669,173 6,574,490
shares, 131,931; 100,805
</TABLE>
7
<PAGE>
TRAMMELL CROW COMPANY
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
Investment Performance
During 1999 and 1998, the Plan's investments (including gains and
losses on investments bought and sold, as well as held during the year)
appreciated in value by $13,171,492 and $11,368,917, respectively, as
follows:
<TABLE>
<CAPTION>
Years Ended
December 31,
1999 1998
<S> <C> <C>
General Accounts:
CIGNA Charter Guaranteed Long-Term Account $ 1,408,305 $ 1,212,771
CIGNA Charter Guaranteed Government
Securities Account 42,718 32,144
------------- -------------
1,451,023 1,244,915
Pooled Separate Accounts:
CIGNA Charter Large Company Stock Index Fund 3,812,138 1,575,961
CIGNA Fidelity Advisor Growth Opportunities Fund 1,291,992 5,674,608
CIGNA PBHG Growth Fund 3,789,956 (21,085)
CIGNA Templeton Growth Fund 2,309,074 (222,915)
------------- -------------
11,203,160 7,006,569
Mutual Funds:
Alliance Capital Aggressive Growth Stock Fund - 1,431,125
Alliance Capital Equitrack Equity Index Fund - 1,303,774
Dodge & Cox Balance Sheet Fund 831,354 377,038
Franklin Balance Sheet Fund (35,040) (133,864)
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796,314 2,978,073
Common Stock:
Trammell Crow Company Common Stock (408,641) 26,717
Participant Notes Receivable 129,636 112,643
------------- -------------
Net increase $ 13,171,492 $ 11,368,917
============= =============
</TABLE>
8
<PAGE>
TRAMMELL CROW COMPANY
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
4. Investment Contracts 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 5.65% and 5.90% for the years ended December 31,
1999 and 1998, respectively, 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
3.70% and 3.99% for the years ended December 31, 1999 and 1998,
respectively, 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.
5. Related-Party Transactions
Plan assets include investments in funds managed by CG Life, a wholly
owned division of CIGNA. CIGNA is the Plan's trustee and as such,
transactions with the trustee qualify as party-in-interest
transactions. Personnel and facilities of the Company have been used to
perform administrative functions for the Plan at no charge to the Plan.
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. Tax Status
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 the Plan's
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.
9
<PAGE>
TRAMMELL CROW COMPANY
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
8. Reconciliation of Plan Financial Statements to the Form 5500
Certain balances included on Schedule H (Part I and II) of the Annual
Return/Report of Employee Benefit Plan (the "Form 5500") have been
reclassified for 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
Plan and Trust, an affiliated plan.
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 $140,466 and $47,438 at December 31,
1999 and 1998, respectively, 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 1999 and 1998,
Company cash contributions were offset by $90,000 and $70,060,
respectively, 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.
10
<PAGE>
TRAMMELL CROW COMPANY SUPPLEMENTAL SCHEDULE
RETIREMENT SAVINGS PLAN SCHEDULE I
SCHEDULE H (PART IV) FORM 5500 - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT END OF YEAR
DECEMBER 31, 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(c)
(b) Description of investment including (e)
Identity of Issue, borrower, maturity date, rate of interest, (d) Current
(a) lessor, or similar party collateral, par or maturity value Cost value
<S> <C> <C> <C> <C>
* Connecticut General Life CIGNA Charter Guaranteed Long-Term N/A** $ 26,450,916
Insurance Company Account
* Connecticut General Life CIGNA Charter Guaranteed N/A** 1,500,143
Insurance Company Government Securities Account
* Connecticut General Life CIGNA Charter Large Company Stock N/A** 24,085,222
Insurance Company Index Fund
* Connecticut General Life CIGNA Fidelity Advisor Growth N/A**
Insurance Company Opportunities Fund 32,263,043
* Connecticut General Life CIGNA PBHG Growth Fund N/A** 9,203,410
Insurance Company
* Connecticut General Life CIGNA Templeton Growth Fund N/A** 11,668,134
Insurance Company
* Firstar Trust Company Dodge & Cox Balance Sheet Fund N/A** 8,669,173
* Franklin Templeton Group Franklin Balance Sheet Fund N/A** 2,883,616
* Fidelity Investments Trammell Crow Company Common Stock N/A** 663,216
* Connecticut General Life Cash Equivalents (CIGNA Charter N/A** 116,063
Insurance Company Guaranteed Short-Term Account)
* Plan Participants Participant Notes Receivable N/A** 1,637,049
</TABLE>
* Indicates an identified person known to be a party-in-interest to the Plan.
** Cost information has been omitted for participant directed investments.
11
<PAGE>
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustee has duly caused this annual report to be signed on its
behalf by the undersigned thereto duly authorized.
TRAMMELL CROW COMPANY
Date: June 28, 2000 RETIREMENT SAVINGS PLAN
By: TRAMMELL CROW COMPANY
PLAN SPONSOR
By: /s/ Derek R. McClain
-----------------------------------
Derek R. McClain
Chief Administrative Officer
and General Counsel
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
------- -----------------------------------------------
*23.1 Consent of PricewaterhouseCoopers LLP
----------
*Filed herewith.
