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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 12, 1997
REGISTRATION NO. 333-25223
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5 TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CRESCENT OPERATING, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 6531/9999 75-2701931
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (IRS EMPLOYER
INCORPORATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
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GERALD W. HADDOCK, ESQ.
777 MAIN STREET 777 MAIN STREET
FORT WORTH, TEXAS 76102 FORT WORTH, TEXAS 76102
TELEPHONE: (817) 877-0477 TELEPHONE: (817) 877-0477
(ADDRESS AND TELEPHONE NUMBER (NAME, ADDRESS AND TELEPHONE NUMBER
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) OF AGENT FOR SERVICE)
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Copies to:
ROBERT B. ROBBINS, ESQ.
SYLVIA M. MAHAFFEY, ESQ.
SHAW, PITTMAN, POTTS & TROWBRIDGE
2300 N STREET, N.W.
WASHINGTON, D.C. 20037
TELEPHONE: (202)663-8000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
possible after the effective date of this registration statement
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE AS SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
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3.1* -- Certificate of Incorporation
3.2* -- Bylaws
3.3* -- First Amended and Restated Certificate of Incorporation
3.4* -- Form of Amended and Restated Bylaws
4.1* -- Form of Specimen stock certificate
4.2* -- Form of Preferred Share Purchase Rights Plan
5* -- Opinion of Shaw, Pittman, Potts and Trowbridge as to the
legality of the Crescent Operating Common Stock being
registered
8* -- Opinion of Shaw Pittman, Potts & Trowbridge relating to
certain material tax issues
10.1* -- Amended Stock Incentive Plan
10.2* -- Form of Intercompany Agreement between Crescent Operating
Partnership and Crescent Operating
10.3* -- Form of Operating Agreement of Charter Behavioral Health
Systems, LLC
10.4* -- Form of Warrant Purchase Agreement between Crescent
Operating and Magellan with respect to Crescent Operating
securities
10.5* -- First Amendment to Amended and Restated Credit and
Security Agreement, dated as of May 30, 1997, between
Crescent Operating Partnership and Crescent Operating,
together with related Note
10.6* -- Line of Credit and Security Agreement, dated as of May
21, 1997, between Crescent Operating Partnership and
Crescent Operating, together with related Line of Credit
Note
10.7* -- Acquisition Agreement, dated as of February 10, 1997,
between Crescent Operating Partnership and the
Carter-Crowley Sellers
10.8* -- Assignment of Limited Partnership Interest
23.1* -- Consent of Shaw, Pittman, Potts & Trowbridge (included in
its exhibits filed as part of Exhibits 5 and 8)
23.2 -- Consent of Arthur Andersen LLP (filed herewith)
23.3 -- Consent of Arthur Andersen LLP (filed herewith)
23.4 -- Consent of Arthur Andersen LLP (filed herewith)
99.1* -- Consents of Certain Persons Named as Directors
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* Filed previously.
(b) Financial Statement Schedules.
Not applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fort Worth, State of
Texas, on June 11, 1997.
CRESCENT OPERATING, INC.
(Registrant)
By: /s/ GERALD W. HADDOCK
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GERALD W. HADDOCK
PRESIDENT AND CHIEF EXECUTIVE OFFICER
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 dates indicated.
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SIGNATURES TITLE DATE
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/s/ GERALD W. HADDOCK Director, President and Chief June 11, 1997
- ------------------------------------------------ Executive Officer (Principal
GERALD W. HADDOCK Executive Officer)
/s/ JEFFREY L. STEVENS Chief Financial Officer, Treasurer June 11, 1997
- ------------------------------------------------ and Secretary (Principal Financial
JEFFREY L. STEVENS and Accounting Officer)
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INDEX TO EXHIBITS
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EXHIBIT NO. DESCRIPTION
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3.1* -- Certificate of Incorporation
3.2* -- Bylaws
3.3* -- First Amended and Restated Certificate of Incorporation
3.4* -- Form of Amended and Restated Bylaws
4.1* -- Form of Specimen stock certificate
4.2* -- Form of Preferred Share Purchase Rights Plan
5* -- Opinion of Shaw, Pittman, Potts and Trowbridge as to the
legality of the Crescent Operating Common Stock being
registered
8* -- Opinion of Shaw Pittman, Potts & Trowbridge relating to
certain material tax issues
10.1* -- Amended Stock Incentive Plan
10.2* -- Form of Intercompany Agreement between Crescent Operating
Partnership and Crescent Operating
10.3* -- Form of Operating Agreement of Charter Behavioral Health
Systems, LLC
10.4* -- Form of Warrant Purchase Agreement between Crescent
Operating and Magellan with respect to Crescent Operating
securities
10.5* -- First Amendment to Amended and Restated Credit and
Security Agreement, dated as of May 30, 1997, between
Crescent Operating Partnership and Crescent Operating,
together with related Note
10.6* -- Line of Credit and Security Agreement, dated as of May
21, 1997, between Crescent Operating Partnership and
Crescent Operating, together with related Line of Credit
Note
10.7* -- Acquisition Agreement, dated as of February 10, 1997,
between Crescent Operating Partnership and the
Carter-Crowley Sellers
10.8* -- Assignment of Limited Partnership Interest
23.1* -- Consent of Shaw, Pittman, Potts & Trowbridge (included in
its exhibits filed as part of Exhibits 5 and 8)
23.2 -- Consent of Arthur Andersen LLP (filed herewith)
23.3 -- Consent of Arthur Andersen LLP (filed herewith)
23.4 -- Consent of Arthur Andersen LLP (filed herewith)
99.1* -- Consents of Certain Persons Named as Directors
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* Filed previously.
(b) Financial Statement Schedules.
Not applicable.
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use in this
Registration Statement of our report dated April 3, 1997, on the balance sheet
of Crescent Operating, Inc. and to all references to our Firm included in this
Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Dallas, Texas
June 11, 1997
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EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use in this
Registration Statement of our report dated May 14, 1997, on the combined
financial statements of Carter-Crowley Asset Group and to all references to our
Firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Dallas, Texas
June 11, 1997
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EXHIBIT 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use in this
Registration Statement of our report dated November 7, 1996, on the Provider
Segment of Magellan Health Services, Inc. and to all references to our Firm
included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Atlanta, Georgia
June 11, 1997
