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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. _________)*
Keystone Property Trust
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
493596100
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(CUSIP Number)
Jeffrey E. Kelter
President and Chief Executive Officer
Keystone Property Trust
200 Four Falls Corporate Center
Suite 208
West Conshohocken, Pennsylvania 19428
(484) 530-1800
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 29, 1999
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(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), 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).
Page 1 of 5 Pages
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CUSIP No. 493596100 13D Page 2 of 2 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Crescent Real Estate Equities Limited Partnership
IRS # 75-2531304
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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)
OO, WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF
SHARES 2,355,468
BENEFICIALLY ----------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON ----------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
2,355,468
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,355,468
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12 CHECK BOX 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)
26.3%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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Page 2 of 5 Pages
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Item 1. SECURITY AND ISSUER
The class of equity securities to which this statement relates
consists of common stock, par value $.001 per share (the "Common Stock"), of
Keystone Property Trust, a Maryland real estate investment trust (the
"Company"). The address of the Company's principal executive offices is 200
Four Falls Corporate Center, Suite 208, West Conshohocken, Pennsylvania 19428.
Item 2. IDENTITY AND BACKGROUND
(a) The names of the filing person is:
Crescent Real Estate Equities Limited Partnership ("Crescent OP"), a
Delaware limited partnership.
(b) The address of Crescent OP's principal business and principal office
is 777 Main Street, Suite 2100, Fort Worth, Texas 76102.
(c) Crescent OP's principal business is to conduct any business that may
be lawfully conducted by a Delaware limited partnership, subject to
limiting and conducting its business to permit Crescent Real Estate
Equities Company, a Texas real estate investment trust ("Crescent"),
to qualify as a real estate investment trust for federal income tax
purposes.
(d) During the last five years, Crescent OP has not been convicted in a
criminal proceeding.
(e) During the last five years, Crescent OP has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which it 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.
(f) Not applicable.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On December 29, 1999, Hudson Bay Partners II, L.P., a Delaware
limited partnership of which Crescent OP was a Class A limited
Partner, dissolved. Pursuant to the dissolution, Hudson Bay Partners
II, L.P. made an in-kind distribution of its assets, which included
Common Stock of the Company and units ("Units") of limited
partnership of Keystone Operating Partnership, L.P. ("Keystone OP"),
to its partners. The Units are redeemable by the Company, upon
request by the holder, into shares of Common Stock of the Company on
a one-for-one basis, or, at the Company's option, cash.
Pursuant to the dissolution, Crescent OP received 1,286,912 shares of
Common Stock of the Company and 765,807 Units of Keystone OP. Of the
765,807 Units received, 103,810 Units may not be redeemed for shares
of Common Stock until June 29, 2000. Therefore, Crescent OP may be
deemed to beneficially own 2,355,468 shares of Common Stock of the
Company (which includes 661,997 Units of Keystone OP).
In addition, on December 29, 1999, Crescent OP purchased 406,559
shares of Common Stock from the Company in a public offering. The
purchase price for these shares was $5,895,105.50, representing a
purchase price per share of $14.50. The purchase price was paid in
cash.
Page 3 of 5 Pages
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Item 4. PURPOSE OF TRANSACTION
Crescent OP acquired the 1,286,912 shares of Common Stock and 765,807
Units as a result of the dissolution of the prior holder thereof (of
which Crescent OP was a limited partner) on December 29, 1999.
Crescent OP acquired its limited partner interest in the prior holder
for investment purposes.
The Company acquired the 406,559 shares of Common Stock on December
29, 1999 for investment purposes.
As of the date hereof, Crescent OP is holding all of its shares of
Common Stock and Units solely for investment and does not have any
present plans or proposals with respect to any material change in the
Company's business or corporate structure or, generally, any other
action referred to in instructions (a) through (j) of Item 4 of the
form of Schedule 13D. Depending on market conditions and other
factors, Crescent OP may make additional purchases of shares of
Common Stock or Units or may sell or otherwise dispose of all or
portions of its shares of Common Stock or Units if such sales and
purchases would be desirable.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, Crescent OP may be deemed to beneficially own,
pursuant to the rules and regulations of the Securities and Exchange
Commission, 2,355,468 shares of Common Stock, which represents 26.3%
of the outstanding Common Stock.
(b) Crescent OP has sole voting and sole dispositive power of such
2,355,468 shares of Common Stock identified in (a) above.
(c) The transactions described above are the only transactions in the
Common Stock effected by Crescent OP within the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Not applicable.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
None.
Page 4 of 5 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
hereby certify that the information set forth in this statement is true,
complete and correct.
January 7, 2000
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(Date)
/s/ David M. Dean
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(Signature)
Senior Vice President, Law
and Administration, and Secretary
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(Name and Title)
Page 5 of 5 Pages
