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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 29, 1997
CRESCENT OPERATING, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 333-25223 75-2701931
(STATE OF ORGANIZATION) (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NUMBER)
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306 WEST 7TH STREET
SUITE 1025
FORT WORTH, TEXAS 76102
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(817) 339-1020
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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On October 14, 1997, Crescent Operating, Inc. (the "Company") filed a
Form 8-K dated September 29, 1997, which reported, in Item 2, a description of
the transaction pursuant to which the Company acquired from Crescent Real
Estate Equities Limited Partnership 100% (50 shares) of the voting common
stock, representing a 5% equity interest, of Desert Mountain Development
Corporation ("Desert Mountain Development"). The acquisition of the voting
common stock, however, should not have been reported under Item 2 because it
was not "significant" for purposes of Item 2 of Form 8-K. Because the
acquisition of Desert Mountain Development was not significant to the Company
for purposes of Item 2 of Form 8-K and was not required to be described in Item
2, no financial statements or pro forma disclosure are included, or required to
be included, in a Form 8-K relating to the transaction.
This Form 8-K/A is also being filed to reflect the adjustment of the
purchase price of the 50 shares of the voting common stock of Desert Mountain
Development. The adjustment of the purchase price had no effect on the analysis
of the significance of the Company's acquisition of Desert Mountain
Development, for purposes of determining whether the acquisition was required
to be reported in Item 2 of Form 8-K.
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ITEM 5
On October 14, 1997, Crescent Operating, Inc. (the "Company") filed a Form
8-K dated September 29, 1997, which reported, in Item 2, a description of the
transaction pursuant to which the Company acquired from Crescent Real Estate
Equities Limited Partnership ("Crescent Real Estate") 100% (50 shares) of the
voting common stock, representing a 5% equity interest, of Desert Mountain
Development Corporation ("Desert Mountain Development"). The acquisition of the
voting common stock of Desert Mountain Development was not "significant" for
purposes of Item 2 of Form 8-K and, therefore, should not have been reported
under Item 2. Because the acquisition of Desert Mountain Development was not
significant to the Company and was not required to be described in Item 2, no
financial statements or pro forma disclosure are included, or required to be
included, in a Form 8-K relating to the transaction.
This Form 8-K/A is also being filed to reflect the adjustment of the
purchase price (the "Purchase Price"), effective September 29, 1997, of the 50
shares of the voting common stock of Desert Mountain Development. The Purchase
Price, which was initially determined to be $3.24 million, was subsequently
adjusted to $2.23 million, and, as adjusted, represents 5% of Crescent Real
Estate's investment in Desert Mountain Development as of September 29, 1997.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: November 25, 1997
CRESCENT OPERATING, INC.
By: /s/ JEFFREY L. STEVENS
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Jeffrey L. Stevens
Treasurer, Chief Financial Officer
and Secretary
