Post-Effective Amendment No. 2 to Form S-8

As filed with the Securities and Exchange Commission on January 11, 2007

Registration No. 333-10614


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


POST-EFFECTIVE AMENDMENT NO. 2

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
incorporation or organization)
  (I.R.S. Employer
Identification No.)

100 N. Sepulveda Boulevard

Suite 1050

El Segundo, California 90245

(Address of principal executive offices, including zip code)

 


TRAMMELL CROW COMPANY

LONG-TERM INCENTIVE PLAN

(Full title of the plan)

 


Chief Executive Officer

Trammell Crow Company

100 N. Sepulveda Boulevard

Suite 1050

El Segundo, California 90245

(310) 404-4700

(Name, address and telephone number of agent for service)

copies to:

 

General Counsel

Trammell Crow Company

c/o CB Richard Ellis Group, Inc.

100 N. Sepulveda Boulevard

Suite 1050

El Segundo, California 90245

(310) 606-4700

 

Richard Capelouto, Esq.

Kirsten Jensen, Esq.

Simpson Thacher & Bartlett LLP

2550 Hanover Street

Palo Alto, California 94304

(650) 251-5000

 



EXPLANATORY NOTE

On June 24, 1999, Trammell Crow Company (the “Registrant”) filed a Post-Effective Amendment No. 1 to Form S-8 Registration Statement (File No. 333-10614) (the “Registration Statement”), which registered 3,300,000 shares of common stock of the Company, par value $0.01 per share (the “Common Stock”), to be offered or sold under the Trammell Crow Company Long-Tem Incentive Plan (the “Plan”) under the Securities Exchange Act of 1934, as amended.

On December 20, 2006 (the “Merger Date”), pursuant to an Agreement and Plan of Merger, dated as of October 30, 2006, among the Company, CB Richard Ellis Group, Inc., a Delaware corporation (“CBRE”), and A-2 Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of CBRE (“Merger Sub”), Merger Sub merged with and into the Company (the “Merger”), and the Company became a wholly-owned subsidiary of CBRE. On December 20, 2006, the Company filed a certification and notice of termination of registration on Form 15 with respect to the Common Stock.

As a result of the Merger, the Company has terminated all offerings of the Company’s securities pursuant to its existing registration statements, including the Registration Statement. Accordingly, the Company is filing this Post-Effective Amendment No. 2 to the Registration Statement to deregister all shares of the Common Stock reserved for issuance under the Plan which remain unissued on the Merger Date.


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 El Segundo, State of California, on January 11, 2007.

 

TRAMMELL CROW COMPANY
By:  

/s/ Brett White

  Brett White
  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

 

Signature

        

Title

       

Date

/s/ Brett White

Brett White

     

President, Chief Executive Officer

and Director (Principal Executive

Officer)

     

January 11, 2007

/s/ Kenneth J. Kay

Kenneth J. Kay

     

Senior Executive Vice President,

Chief Financial Officer and Director

     

January 11, 2007

/s/ Laurence H. Midler

Laurence H. Midler

     

Executive Vice President, General

Counsel, Chief Compliance Officer,

Secretary and Director

     

January 11, 2007