<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Crescent Operating, Inc.
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
22575M100
(Cusip Number)
Mr. Gerald W. Haddock
306 West Seventh Street, Suite 1025
Fort Worth, Texas 76102
(817) 339-2200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 25, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
[ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
**The total number of shares of Stock reported herein is 1,581,876 shares, which
constitutes approximately 13.5% of the 11,744,628 shares deemed outstanding
pursuant to Rule 13d-3(d)(1)(i) under the Act. Except as otherwise stated
herein, all ownership percentages set forth herein assume that there are
11,404,477 shares of Stock outstanding.
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1. Name of Reporting Person:
COPI Colorado, L. P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: OO - Contributions from COI
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 1,088,030 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,088,030 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,088,030
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ X /
13. Percent of Class Represented by Amount in Row (11): 9.3%
14. Type of Reporting Person: PN
- ------------
(1) Power is exercised through COI, its sole general partner.
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1. Name of Reporting Person:
Crescent Operating, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 1,088,030 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,088,030 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,088,030 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ X /
13. Percent of Class Represented by Amount in Row (11): 9.3%
14. Type of Reporting Person: CO
- ------------
(1) Solely in its capacity as the sole general partner of COPI Colorado.
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1. Name of Reporting Person:
Gerald W. Haddock
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: See Item 3.
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 215,218 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 215,218 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
215,218 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ X /
13. Percent of Class Represented by Amount in Row (11): 1.9% (2)
14. Type of Reporting Person: IN
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(1) Includes (a) 158,104 shares of the Stock issuable to GWH upon the
exercise of options that are exercisable within 60 days, (b) 10,170
shares held by a family limited partnership of which GWH is a general
partner (the "GWH Family Partnership") and (c) 51 shares held for GWH's
benefit in the Crescent Real Estate Equities, Ltd. 401(k) Plan (the
"401(k) Plan"). Pursuant to Rule 13d-4 of the Act, GWH disclaims
beneficial ownership with respect to all shares of the Stock held by
the GWH Family Partnership in excess of his pecuniary interest therein.
(2) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are
11,562,581 shares of the Stock outstanding.
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1. Name of Reporting Person:
John C. Goff
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: See Item 3.
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 270,461 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 270,461 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
270,461 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ X /
13. Percent of Class Represented by Amount in Row (11): 2.3% (2)
14. Type of Reporting Person: IN
- ------------
(1) Includes (a) 182,047 shares of the Stock issuable to JCG upon the
exercise of options that are exercisable within 60 days, (b) 15,256
shares held by a family limited partnership of which JCG is a general
partner (the "JCG Family Partnership") and (c) 50 shares held for JCG's
benefit in the 401(k) Plan. Pursuant to Rule 13d-4 of the Act, JCG
disclaims beneficial ownership with respect to all shares of the Stock
held by the JCG Family Partnership in excess of his pecuniary interest
therein.
(2) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are
11,586,524 shares of the Stock outstanding.
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1. Name of Reporting Person:
Harry H. Frampton, III
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: See Item 3.
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 8,167
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 8,167
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
8,167
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ X /
13. Percent of Class Represented by Amount in Row (11): less than 0.1%
14. Type of Reporting Person: IN
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Pursuant to Rule 13d-2(a) of Regulation 13D-G of the Rules and
Regulations under the Securities Exchange Act of 1934, as amended, the
undersigned hereby amend their Schedule 13D Statement dated September 28, 1998,
as amended by Amendment No. 1 thereto dated December 10, 1998 and by Amendment
No. 2 thereto dated December 29, 1998, relating to the common stock, par value
$0.01 per share (the "Stock"), of Crescent Operating, Inc., a Delaware
corporation (the "Issuer").
Item 1. SECURITY AND ISSUER.
No material change.
Item 2. IDENTITY AND BACKGROUND.
Item 2 hereby partially is amended by changing the business address of
Anthony M. Frank, and the principal business address and office of Belvedere
Capital Partners, to One Maritime Plaza, Suite 825, San Francisco, California
94111.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 hereby is amended in its entirety to read as follows:
The source and amount of the funds used or to be used by each of the
Reporting Persons to purchase shares of Stock are as follows:
<TABLE>
<CAPTION>
NAME OF
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
<S> <C> <C>
COPI Colorado Contributions from COI $ 4,250,602
COI Not Applicable Not Applicable
GWH Personal Funds (1)(2) $ 64,775(3)
Undetermined (4) 156,523(5)
(6) Not Applicable
JCG Undetermined (4) $ 180,227(7)
(8) Not Applicable
HHF (9) Not Applicable
</TABLE>
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(1) As used herein, the term "Personal Funds" may include sums
borrowed from banks and brokerage firm margin accounts, none
of which were borrowed or otherwise obtained for the specific
purpose of acquiring, handling, trading or voting the Stock.
(2) GWH used Personal Funds to acquire 3,000 shares of the Stock.
(3) GWH used the indicated amount to acquire the 3,000 shares of
the Stock referenced in footnote (2).
(4) The source of the funds to be used by the Reporting Person to
exercise part or all of the options to acquire shares of the
Stock held by such Reporting Person, assuming such exercise,
has not yet been determined.
(5) The indicated amount assumes exercise in full of options
exercisable within 60 days to acquire 158,104 shares of the
Stock at a price of $0.99 per share.
(6) GWH acquired 43,893 shares of the Stock effective June 12,
1997 through Crescent Equities' distribution of shares of the
Stock to shareholders of Crescent Equities and unit holders of
Crescent Partnership), of record on May 30, 1997 (the "Record
Date"), on the basis of one share of the Stock for every 10
shares of beneficial interest of Crescent Equities, and one
share of the Stock for every five units of limited partnership
interest of Crescent Partnership, held on the Record Date (the
"Issuer Stock Distribution"). The 10,170 shares of the Stock
owned by the GWH Family Partnership and the 51 shares of the
Stock held for GWH's benefit in the 401(k) Plan also were
acquired through the Issuer Stock Distribution.
(7) The indicated amount assumes exercise in full of options
exercisable within 60 days to acquire 182,047 shares of the
Stock at a price of $0.99 per share.
(8) JCG acquired 73,108 shares of the Stock through the Issuer
Stock Distribution. The 15,256 shares of the Stock owned by
the JCG Family Partnership and the 50 shares of the Stock held
for JCG's benefit in the 401(k) Plan also were acquired
through the Issuer Stock Distribution.
(9) HHF acquired all of the shares of the Stock reported herein as
beneficially owned by him through the Issuer Stock
Distribution.
Item 4. PURPOSE OF TRANSACTION.
No material change.
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Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Items 5(a) through 5(c) hereby are amended in their entirety to read as
follows:
(a)
COPI Colorado
The aggregate number of shares of the Stock that COPI Colorado owns
beneficially, pursuant to Rule 13d-3 of the Act, is 1,088,030, which constitutes
approximately 9.3% of the outstanding shares of the Stock.
COI
In its capacity as the sole general partner of COPI Colorado, COI may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
1,088,030 shares of the Stock, which constitutes approximately 9.3% of the
outstanding shares of the Stock.
GWH
Because of (1) his direct holdings of 46,893 shares of the Stock, (2)
the 10,170 shares of the Stock held by the GWH Family Partnership of which he
may be deemed the beneficial owner because of his status as a general partner
thereof, (3) his indirect holdings of 51 shares of Stock in the 401(k) Plan and
(4) his ownership of options that are exercisable within 60 days to acquire
158,104 shares of the Stock, GWH may, pursuant to Rule 13d-3 of the Act, be
deemed to be the beneficial owner of 215,218 shares of the Stock in the
aggregate, which constitutes approximately 1.9% of the 11,562,581 shares of the
Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Act. Pursuant to
Rule 13d-4 of the Act, GWH disclaims beneficial ownership with respect to all
shares of the Stock held by the GWH Family Partnership in excess of his
pecuniary interest therein.
JCG
Because of (1) his direct holdings of 73,108 shares of the Stock, (2)
the 15,256 shares of the Stock held by the JCG Family Partnership of which he
may be deemed the beneficial owner because of his status as a general partner
thereof, (3) his indirect holdings of 50 shares of Stock in the 401(k) Plan and
(4) his ownership of options that are exercisable within 60 days to acquire
182,047 shares of the Stock, JCG may, pursuant to Rule 13d-3 of the Act, be
deemed to be the beneficial owner of 270,461 of the Stock in the aggregate,
which constitutes approximately 2.3% of the 11,586,524 shares of the Stock
deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Act. Pursuant to Rule
13d-4 of the Act, JCG disclaims beneficial ownership with respect to all shares
of the Stock held by the JCG Family Partnership in excess of his pecuniary
interest therein.
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HHF
The aggregate number of shares of the Stock that HHF owns beneficially,
pursuant to Rule 13d-3 of the Act, is 8,167, which constitutes less than 0.1% of
the outstanding shares of the Stock.
To the best of the knowledge of each of the Reporting Persons, other
than as set forth above, none of the Reporting Persons is the beneficial owner
of any shares of the Stock.
(b)
COPI Colorado
Acting through its sole general partner, COPI Colorado has the sole
power to vote or to direct the vote or to dispose or to direct the disposition
of 1,088,030 shares of the Stock.
COI
In its capacity as the sole general partner of COPI Colorado, COI has
the sole power to vote or to direct the vote or to dispose or to direct the
disposition of 1,088,030 shares of the Stock.
GWH
GWH has the sole power to vote or to direct the vote or to dispose or
to direct the disposition of (1) the 46,893 shares of the Stock directly held by
him, (2) the 10,170 shares of the Stock held by the GWH Family Partnership of
which he may be deemed the beneficial owner because of his status as a general
partner thereof, (3) the 51 shares of Stock held for his benefit in the 401(k)
Plan and (4), pursuant to Rule 13d-3(d)(1)(i) of the Act, the 158,104 shares of
the Stock issuable to him upon his exercise of options that are exercisable
within 60 days.
JCG
JCG has the sole power to vote or to direct the vote or to dispose or
to direct the disposition of (1) the 73,108 shares of the Stock directly held by
him, (2) the 15,256 shares of the Stock held by the JCG Family Partnership of
which he may be deemed the beneficial owner because of his status as a general
partner thereof, (3) the 50 shares of Stock held for his benefit in the 401(k)
Plan and (4), pursuant to Rule 13d-3(d)(1)(i) of the Act, the 182,047 shares of
the Stock issuable to him upon his exercise of options that are exercisable
within 60 days.
HHF
HHF has the sole power to vote or to direct the vote or to dispose or
to direct the disposition of 8,167 shares of the Stock.
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(c) Since the Reporting Persons' most recent filing on Schedule 13D,
COPI Colorado has purchased shares of the Stock in open-market transactions on
NASDAQ, as follows:
<TABLE>
<CAPTION>
NUMBER PRICE
DATE OF SHARES PER SHARE
<S> <C> <C>
12/31/98 10,000 $4.03
01/04/99 5,000 4.53
01/04/99 5,000 4.47
01/05/99 7,500 4.53
01/06/99 5,000 4.62
01/06/99 5,000 4.66
01/07/99 10,000 4.66
01/11/99 10,000 5.09
01/11/99 10,000 5.06
02/25/99 330,530 3.40
</TABLE>
Except as set forth in this Schedule 13D, to the best of the knowledge
of each of the Reporting Persons, none of the persons named in response to
paragraph (a) has effected any transactions in the Stock since the Reporting
Persons' most recent filing on Schedule 13D.
Items 5(d) through 5(e):
No material change.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
No material change.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 10.1 -- Agreement of Limited Partnership of COPI Colorado, L. P.
Exhibit 10.2 -- Contribution Agreement
Exhibit 10.3 -- Agreement regarding Schedules and Other Matters
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii)
11
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: March 2, 1999
COPI COLORADO, L. P., a Delaware
limited partnership
By: CRESCENT OPERATING, INC.,
a Delaware corporation
By: /s/ Jeffrey L. Stevens
Jeffrey L. Stevens,
Executive Vice
President
CRESCENT OPERATING, INC.,
a Delaware corporation
By: /s/ Jeffrey L. Stevens
Jeffrey L. Stevens, Executive
Vice President
/s/ Gerald W. Haddock
GERALD W. HADDOCK
/s/ John C. Goff
JOHN C. GOFF
/s/ Harry H. Frampton, III
HARRY H. FRAMPTON, III
12
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ------- -----------
<S> <C>
10.1 Agreement of Limited Partnership of COPI Colorado, L. P.,
previously filed with the Schedule 13D Statement dated
September 28, 1998.
10.2 Contribution Agreement, previously filed with the Schedule 13D
Statement dated September 28, 1998.
10.3 Agreement regarding Schedules and Other Matters, previously
filed with the Schedule 13D Statement dated September 28,
1998.
99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii), filed herewith.
</TABLE>
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Exhibit 99.1
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agrees that the
statement to which this Exhibit is attached is filed on behalf of each of them
in the capacities set forth below.
COPI COLORADO, L. P., a Delaware
limited partnership
By: CRESCENT OPERATING, INC.,
a Delaware corporation
By: /s/ Jeffrey L. Stevens
Jeffrey L. Stevens,
Executive Vice
President
CRESCENT OPERATING, INC.,
a Delaware corporation
By: /s/ Jeffrey L. Stevens
Jeffrey L. Stevens, Executive
Vice President
/s/ Gerald W. Haddock
GERALD W. HADDOCK
/s/ John C. Goff
JOHN C. GOFF
/s/ Harry H. Frampton, III
HARRY H. FRAMPTON, III
