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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
FRESH CHOICE, INC.
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE
(Title of Class of Securities)
35803210
(CUSIP Number)
DAVID M. DEAN
777 MAIN STREET, SUITE 2100
FORT WORTH, TX 76102
(817) 878-0442
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
SEPTEMBER 13, 1996
(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 [ ].
Check the following box if a fee is being paid with the statement [X]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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).
(Continued on following page(s))
Page 1 of 5 Pages
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CUSIP No. 35803210 13D Page 2 of 5 Pages
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1) Names of Reporting Persons/S. S. or I. R. S. Identification Nos. of Above
Persons Crescent Real Estate Equities Limited Partnership
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3) SEC Use Only
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4) Source of Funds (See Instructions) WC
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e) [ ]
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6) Citizenship or Place of Organization Delaware
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Number of (7) Sole Voting Power 1,781,859
Shares Bene- ---------------------------------------------------------
ficially (8) Shared Voting Power -0-
Owned by Each ---------------------------------------------------------
Reporting (9) Sole Dispositive Power 1,781,859
Person With ---------------------------------------------------------
(10) Shared Dispositive Power -0-
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,781,859
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
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13) Percent of Class Represented by Amount in Row (11) 24.0
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14) Type of Reporting Person (See Instructions) PN
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ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, par value $0.01 per share
(the "Common Stock"), of Fresh Choice, Inc., a Delaware corporation (the
"Issuer"). The address of the principal executive offices of the Issuer is
2901 Tasman Drive, Suite 109, Santa Clara, California 95054.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by Crescent Real Estate Equities Limited
Partnership, a Delaware limited partnership ("Crescent"). Crescent is a
Delaware limited partnership. The address of Crescent's executive offices is
777 Main Street, Suite 2100, Fort Worth, Texas 76102. Crescent is the
operating partnership of Crescent Real Estate Equities, Inc., a Maryland
corporation ("CEI").
CEI is a Maryland corporation. The address of CEI's principal
executive offices is 900 Third Avenue, Suite 1800, New York, New York 10022.
CEI is a fully integrated real estate company operated as a real estate
investment trust which owns a portfolio of real estate assets located primarily
in metropolitan submarkets in Texas and Colorado. CEI owns its assets and
carries on its operations and other activities directly through Crescent and
its subsidiaries and indirectly through three residential development
corporations. The information regarding the executive officers, directors and
controlling persons of CEI is set forth under the captions "Proposal No. 1
Election of Directors - Board of Directors," "Proposal No. 1 Election of
Directors - Directors and Executive Officers," and "Voting Securities and
Principal Stockholders" in the Proxy Statement for Annual Meeting of
Stockholders of CEI held on June 17, 1996 and is incorporated by reference
herein.
The sole general partner of Crescent is Crescent Real Estate Equities,
Ltd., a Delaware corporation (the "Crescent GP"). Crescent GP is a wholly
owned subsidiary of CEI. Gerald W. Haddock, the President and Chief Operating
Officer of CEI, is the sole director of Crescent GP. The persons who are
executive officers of CEI hold the same office in Crescent GP, except that
Richard E. Rainwater is not an officer or director of Crescent GP.
Crescent has not, nor have any of the executive officers, directors or
controlling persons of Crescent or any of the executive officers, directors or
controlling persons of such controlling persons, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
Each natural person identified in this Item 2 is a citizen of the
United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As more fully described herein, Crescent purchased 1,187,906 shares of
the Issuer's Series B Non-Voting Participating Convertible Preferred Stock (the
"Series B Stock") for $5,500,004.78. The source of such funds was Crescent's
working capital.
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ITEM 4. PURPOSE OF TRANSACTION
The information set forth under the captions "Summary - The Investment
Proposal" and "Investment Proposal" in the Issuer's Proxy Statement for Annual
Meeting of Stockholders held on September 13, 1996 (the "Fresh Choice Proxy
Statement"), is incorporated by reference herein.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
At August 7, 1996, the Issuer had 5,646,319 shares of Common Stock
outstanding.
As of the date hereof, the Series B Stock is convertible into Common
Stock of the Issuer on a one-for-one basis. Accordingly, Crescent beneficially
owned as of the date hereof 1,187,906 shares of the Common Stock.
In addition, the Issuer has granted Crescent a three-year option (the
"Option") to purchase up to 593,953 shares of Series C Non-Voting Participating
Convertible Preferred Stock (the "Series C Stock") at an exercise price of
$6.00 per share. The Option is immediately exercisable. If the Option were
exercised as of September 23, 1996, the shares of the Series C Stock received
would be immediately convertible into Common Stock on a one-for-one basis.
Accordingly, Crescent beneficially owned as of the date hereof an additional
593,953 shares of the Common Stock.
The shares of the Series B Non-Voting Participating Convertible
Preferred Stock are also convertible on a one-for-one basis into shares of the
Issuer's Series A Voting Participating Convertible Preferred Stock, which are
convertible into shares of Common Stock on a one-for-one basis. The exercise
of such conversion rights would not result in Crescent's beneficially owning
any additional shares of Common Stock.
Based upon the foregoing, Crescent beneficially owns an aggregate of
1,781,859 shares, or approximately 24.0%, of the Common Stock. Crescent has
sole voting and dispositive power with respect to all such shares.
As provided in the respective Certificate of Designation for the
Series B Stock and the Series C Stock, the shares of the Series B Stock may not
be converted into either shares of Series A Stock or Common Stock, and the
shares of the Series C Stock that Crescent may acquire upon exercise of the
Option may not be converted into shares of Common Stock, in each case, to the
extent that immediately after any such conversion CEI would be treated as
owning more than 10 percent of the outstanding voting securities of the Issuer
for purposes of Section 856(c)(5) of the Internal Revenue Code of 1986, as
amended. Any exercise or purported exercise of such conversion rights in
violation of these restrictions would be void ab initio.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The information set forth under the captions "Summary - The Investment
Proposal," "Investment Proposal - Introduction" and "Summary of Stock Purchase
Agreement - Annual Fees and Expenses," "- Registration Rights" and "-
Preferred Stock; Certificates of Designation" in the Fresh Choice Proxy
Statement are incorporated herein by reference.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 - Preferred Stock Purchase Agreement dated as of April
26, 1996, by and between Crescent Real Estate
Equities Limited Partnership and Fresh Choice, Inc.,
as amended. (Filed as Appendix I to the Proxy
Statement For Annual Meeting of Stockholders of the
Issuer held on September 13, 1996 (the "Fresh Choice
Proxy Statement") and incorporated by reference
herein.)
Exhibit 2 - Certificate of Designation of Series A Voting
Participating Convertible Preferred Stock of the
Issuer. (Filed as Appendix II to the Fresh Choice
Proxy Statement and incorporated by reference
herein.)
Exhibit 3 - Certificate of Designation of Series B Non-Voting
Participating Convertible Preferred Stock of the
Issuer. (Filed as Appendix III to the Fresh Choice
Proxy Statement and incorporated by reference
herein.)
Exhibit 4 - Certificate of Designation of Series C Non-Voting
Participating Convertible Preferred Stock of the
Issuer. (Filed as Appendix IV to the Fresh Choice
Proxy Statement and incorporated by reference
herein.)
Exhibit 5 - Registration Rights Agreement dated as of September
13, 1996, by and between Crescent Real Estate
Equities Limited Partnership and Fresh Choice, Inc.
(Filed as Appendix V to the Fresh Choice Proxy
Statement and incorporated by reference herein.)
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SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
CRESCENT REAL ESTATE EQUITIES
LIMITED PARTNERSHIP
By: Crescent Real Estate Equities, Ltd.
General Partner
By: /S/ BRUCE A. PICKER
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Bruce A. Picker
Treasurer
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