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As filed with the Securities and Exchange Commission on August 14, 2000
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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.)
3400 TRAMMELL CROW CENTER
2001 ROSS AVENUE
DALLAS, TEXAS 75201
(Address of principal executive offices, including zip code)
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RESTRICTED STOCK AND NONSTATUTORY STOCK OPTION AWARDS
TO CERTAIN EMPLOYEES
(Full title of the plan)
GEORGE L. LIPPE
CHIEF EXECUTIVE OFFICER
TRAMMELL CROW COMPANY
3400 TRAMMELL CROW CENTER
2001 ROSS AVENUE
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
3400 TRAMMELL CROW CENTER 2001 ROSS AVENUE
2001 ROSS AVENUE DALLAS, TEXAS 75201-2975
DALLAS, TEXAS 75201 (214) 220-7700
(214) 863-3000
CALCULATION OF REGISTRATION FEE
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Proposed
Title of securities Amount to be Proposed maximum maximum aggregate Amount of
to be registered registered offering price per unit* offering price* registration fee
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par
value per share................... 189,528 shares $10.875 $2,061,117 $545
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* 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 and low trading prices reported on the New
York Stock Exchange on Augsut 7, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
All capitalized terms used and not defined in Part II of this
Registration Statement shall have the meanings assigned to them in the
Prospectus which forms a part of this Registration Statement or the exhibits
thereto.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed with the Securities and
Exchange Commission (the "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, 1999, filed with the Commission pursuant to
the Securities Exchange Act of 1934 (the "Exchange Act") on
March 29, 2000;
(b) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2000, filed with the Commission
pursuant to the Exchange Act on May 15, 2000;
(c) The Company's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2000, filed with the
Commission pursuant to the Exchange Act on August 11, 2000;
and
(d) 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 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 Registration Statement. Upon the written or oral request of any person
to whom a copy of this 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 Registration Statement but not delivered herewith. Requests for such
documents should be addressed to Trammell Crow Company, 3400 Trammell Crow
Center, 2001 Ross Avenue, 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.
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.
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Delaware General Corporation Law ("DGCL") Section 145 ("Section 145")
permits indemnification of directors, officers, agents and controlling persons
of a corporation under certain conditions and subject to certain limitations.
Article Eleventh 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 Eleventh 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 is
not intended to be exhaustive and is qualified in its entirety by the
Certificate of Incorporation and Section 145.
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.
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:
3.1 -- Certificate of Incorporation of the Company
(previously filed as an exhibit to the Company's
Registration Statement on Form S-1 (File Number
333-34859) initially filed with the Securities and
Exchange Commission on September 3, 1997, and
incorporated herein by reference).
3.2 -- Bylaws of the Company (previously filed as an
exhibit to the Company's Registration Statement on
Form S-1 (File Number 333-34859) initially filed with
the Securities and Exchange Commission on September
3, 1997, and incorporated herein by reference).
3.2.1 -- First Amendment to Bylaws of the Company (previously
filed as an exhibit to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended
June 30, 2000, filed with the Securities and
Exchange Commission on August 11, 2000, and
incorporated herein by reference).
4.1 -- Form of Restricted Stock Award Agreement.
4.2 -- Form of Nonstatutory Stock Option Agreement.
5.1 -- Opinion of Vinson & Elkins L.L.P.
23.1 -- Consent of Ernst & Young LLP.
3
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23.2 -- Consent of Vinson & Elkins L.L.P. (included as part
of Exhibit 5.1).
24.1 -- Power of Attorney (included on the signature pages of
this Registration Statement).
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 (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.
(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.
4
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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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dallas, State of Texas, on August 14, 2000
TRAMMELL CROW COMPANY
By: /s/ George L. Lippe
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George L. Lippe, President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints George L. Lippe, Robert E. Sulentic,
Derek R. McClain and William P. Leiser and each of them, his true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments, including pre- and post-effective
amendments, to this Registration Statement, and any registration statement
relating to the offering covered by this Registration Statement and filed
pursuant to Rule 462(b) under the Securities Act, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that each of
said attorneys-in-fact and agents or their substitute may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
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Signature Capacity Date
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<S> <C> <C>
/s/ George L. Lippe President, Chief Executive Officer and August 14, 2000
------------------------------------ Director
George L. Lippe (Principal Executive Officer)
Executive Vice President,
/s/ Robert E. Sulentic Chief Financial Officer and Director August 14, 2000
------------------------------------ (Principal Financial Officer)
Robert E. Sulentic
/s/ William P. Leiser Executive Vice President and Treasurer August 14, 2000
------------------------------------ (Principal Accounting Officer)
William P. Leiser
/s/ J. McDonald Williams Chairman of the Board and Director August 14, 2000
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J. McDonald Williams
/s/ William F. Concannon Director August 14, 2000
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William F. Concannon
S-1
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/s/ James R. Erwin Director August 14, 2000
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James R. Erwin
/s/ Jeffrey M. Heller Director August 14, 2000
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Jeffrey M. Heller
/s/ Rowland T. Moriarty Director August 14, 2000
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Rowland T. Moriarty
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S-2
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EXHIBIT INDEX
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3.1 -- Certificate of Incorporation of the Company (previously
filed as an exhibit to the Company's Registration Statement on
Form S-1 (File Number 333-34859) initially filed with the
Securities and Exchange Commission on September 3, 1997, and
incorporated herein by reference).
3.2 -- Bylaws of the Company (previously filed as an exhibit to
the Company's Registration Statement on Form S-1 (File Number
333-34859) initially filed with the Securities and Exchange
Commission on September 3, 1997, and incorporated herein by
reference).
3.2.1 -- First Amendment to Bylaws of the Company (previously filed
as an exhibit to the Company's Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 2000, filed with the
Securities and Exchange Commission on August 11, 2000, and
incorporated herein by reference).
4.1 -- Form of Restricted Stock Award Agreement.
4.2 -- Form of Nonstatutory Stock Option Agreement.
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 (included on the signature pages of this
Registration Statement).
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