<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D**
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
Crescent Operating, Inc.
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(Name of Issuer)
Common Stock, $0.01 par Value
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(Title of Class of Securities)
22575M 10 0
-----------------------------------
(CUSIP Number)
J. Randall Chappel
777 Main Street, Suite 2700
Fort Worth, Texas 76102
(817) 820-6620
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 23, 1997
-----------------------------------
(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 / /. (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).
** The total number of shares reported herein is 1,210,045 shares of Common
Stock, which constitute approximately 10.9% of the total number of shares
outstanding, assuming, pursuant to Rule 13d-3(d)(1)(i), that there are
11,142,109 shares deemed outstanding. All ownership percentages set forth
herein assume that there are 11,025,547 shares outstanding.
Exhibit Index is located at page 8 herein.
Page 1 of 10 Pages
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 22575M 10 0 PAGE 2 OF 10 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard E. Rainwater
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not Applicable-See Item 3
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5 CHECK BOX 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
Richard E. Rainwater is a citizen of the United States of America
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7 SOLE VOTING POWER
NUMBER OF 1,210,045(1)
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,210,045(1)
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,210,045(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
See Note(2)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9%(3)
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 3
CUSIP NO. 22575M 10 0 13D Page 3 of 10 Pages
(1) Such shares include 239,337 shares of the Stock owned directly by Mr.
Rainwater; pursuant to Rule 13d-3(d)(1)(i)(A), 116,562 shares of the
Stock underlying an Issuer-granted stock option owned directly by Mr.
Rainwater; and a total of 854,146 shares of the Stock owned by the
following persons (the number of shares owned by each person is set
forth parenthetically):
(a) Rainwater, Inc. (6,184)
(b) 777 Main Street Corporation (3,329)
(c) Tower Holdings, Inc. (1,007)
(d) Richard E. Rainwater, Trustee under Trust Agreement creating
The Richard E. Rainwater 1995 Charitable Remainder Unitrust
No. 1, dated March 10, 1995 (219,402)
(e) Rainwater RainAm Investors, LP (55,542)
(f) Rainwater Investor Partners, Ltd. (242,583)
(g) Office Towers LLC (326,099)
Mr. Rainwater may be deemed, for the following reasons, to be the
beneficial owner of the shares of the Stock owned by the foregoing
persons:
(i) Rainwater, Inc. ("RI") is a Texas corporation wholly owned by
Mr. Rainwater, who is a director of RI and its President.
(ii) 777 Main Street Corporation ("777 MSC") is a Texas corporation
wholly owned by Mr. Rainwater, who is the sole director.
(iii) Tower Holdings, Inc. ("THI") is a Texas corporation wholly
owned by Mr. Rainwater, who is the sole director.
(iv) Mr. Rainwater is the sole trustee of Richard E. Rainwater,
Trustee under Trust Agreement creating The Richard E. Rainwater
1995 Charitable Remainder Unitrust No. 1, dated March 10, 1995
("CRUT") and in that capacity exercises the power to vote and
to dispose of all shares of the Stock owned by CRUT. He may
have a pecuniary interest in shares of the Stock held by CRUT.
(v) Rainwater RainAm Investors, LP ("RRI") is a Texas limited
partnership, wholly owned by Mr. Rainwater and RI, which is
its sole general partner.
(vi) Rainwater Investor Partners, Ltd. ("RIP") is a Texas limited
partnership, wholly owned by Mr. Rainwater and RI, which is
its sole general partner.
(vii) Office Towers LLC ("OT") is a Nevada limited liability company,
wholly owned and managed by Mr. Rainwater and RI.
(2) Excludes 45,178 shares of the Stock beneficially owned by Darla Moore,
Mr. Rainwater's spouse, and an aggregate of 132,657 shares of Stock
beneficially owned by trusts for the benefit of Mr. Rainwater's
children. Mr. Rainwater disclaims beneficial ownership of all such
shares.
(3) Assumes 11,025,547 shares of the Stock actually outstanding and,
pursuant to Rule 13d-3(d)(1)(i), that the number of shares of the
Stock deemed outstanding is 11,142,109.
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 22575M 10 0 PAGE 4 OF 10 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rainwater, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not Applicable-See Item 3
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5 CHECK BOX 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
Rainwater, Inc. is a corporation organized under the laws of the State of
Texas
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7 SOLE VOTING POWER
NUMBER OF 304,309(1)
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
326,099(1)
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 304,309(1)
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
326,099(1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
630,408(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%(2)
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP NO. 22575M 10 0 13D Page 5 of 10 Pages
(1) Such shares include 6,184 shares of the Stock owned directly by RI and
a total of 624,224 shares of the Stock owned by the following persons
(the number of shares owned by each person is set forth
parenthetically):
(a) RRI (55,542)
(b) RIP(242,583)
(c) OT (326,099)
RI may be deemed for the following reasons to be the beneficial owner
of the shares of the shares of the Stock owned by the foregoing persons:
(i) RI is the sole general partner of RRI.
(ii) RI is the sole general partner of RIP.
(iii) RI is a member of OT, which is managed by its members.
(2) Assumes 11,025,547 shares of the Stock actually outstanding.
<PAGE> 6
CUSIP NO. 22575M 10 0 13D Page 6 of 10 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, par value $0.01 per share
(the "Stock") of Crescent Operating, Inc., a Delaware corporation (the
"Issuer"). The address of the principal executive offices of the Issuer is 777
Main Street, Fort Worth, Texas 76102.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) This statement is being filed by Richard E. Rainwater and
Rainwater, Inc. ("RI"). The business address and principal occupation of Mr.
Rainwater are set forth below. Mr. Rainwater is a citizen of the United States
of America. RI is a corporation organized under the laws of the State of
Texas. The principal business address of RI is 777 Main Street, Suite 2700,
Fort Worth, Texas 76102. The principal business of RI is investments. The
sole shareholder of RI is Richard E. Rainwater.
The name, business address, present principal occupation or employment and the
name, principal business and address of any corporation or other organization
in which such employment is conducted, of each of the executive officers and
directors of RI, are set forth below:
<TABLE>
<CAPTION>
Name, Principal Business
Name and and Address of Organization
Business Capacity in Principal in which Principal Occupation
Address which serves Occupation is Conducted
- ------- ------------ ---------- ------------
<S> <C> <C> <C>
Richard E. Rainwater President, Director Personal Investment Self-employed
777 Main Street for Own Account 777 Main Street
Suite 2700 Suite 2700
Fort Worth, TX 76102 Fort Worth, TX 76102
Darla D. Moore Vice President, Personal Investment Self-employed
777 Main Street Director for own account 777 Main Street
Suite 2700 Suite 2700
Fort Worth, TX 76102 Fort Worth, TX 76102
Kenneth A. Hersh Vice President, Chief Investment Officer GFW II, L.L.C.
777 Main Street Secretary, for Rainwater, Inc. and 777 Main Street
Suite 2700 Treasurer, related partnerships Suite 2700
Fort Worth, TX 76102 Director Fort Worth, TX 76102
J. Randall Chappel Authorized Officer Officer of Rainwater, Inc. Rainwater, Inc.
777 Main Street 777 Main Street
Suite 2700 Suite 2700
Fort Worth, TX 76102 Fort Worth, TX 76102
</TABLE>
The principal business of GFW II, L.L.C., is investments.
(d)-(e) None of the entities or individuals identified in this Item 2
has, 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.
(f) Each of the individuals identified in this Item 2 is a
citizen of the United States of America.
<PAGE> 7
CUSIP NO. 22575M 10 0 13D Page 7 OF 10 Pages
Richard E. Rainwater and RI are collectively sometimes called the
"Reporting Persons."
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Prior to June 12, 1997, the Issuer was wholly owned by Crescent Real
Estate Equities Limited Partnership, a Delaware limited partnership ("Operating
Partnership"), which itself is a subsidiary of Crescent Real Estate Equities
Company, a Texas real estate investment trust ("CRE"). CRE is a publicly owned
company. As of June 12, 1997, Operating Partnership made a pro-rata
distribution of all of the outstanding shares of the Stock of the Issuer among
CRE's shareholders and Operating Partnership's limited partners in a
transaction (the "Spin-Off Distribution") registered under the Securities Act
of 1933, as amended (Registration No. 333-25223). Prior to but in anticipation
of the Spin-Off Distribution, the Issuer adopted a stock incentive plan
pursuant to which grants of stock options were made in order to provide each
holder of options in CRE or Operating Partnership with an equivalent number of
stock options in the Issuer. In their capacities as shareholders of CRE and/or
limited partners of Operating Partnership, Mr. Rainwater, RI, 777 MSC, THI,
CRUT, RRI, RIP and OT acquired pursuant to the Spin-Off Distribution all of the
shares of the Stock herein reported and Mr. Rainwater acquired the stock option
herein reported (the "Option"). Subsequently, on June 23, 1997, the Issuer's
registration statement registering the Stock under Section 12(g) of the
Securities Exchange Act of 1934, as amended (Registration No. 000-22725), was
declared effective by the Securities and Exchange Commission.
ITEM 4. PURPOSE OF TRANSACTION.
As more fully described in Item 3, the shares of Stock herein reported
(and the Option) were acquired pursuant to the Spin-Off Distribution. All of
the shares of Stock herein reported are held for investment purposes.
Depending upon a variety of factors the Reporting Persons may deem significant
to their investment decisions, the Reporting Persons may purchase additional
shares of the Stock in open market or private transactions or may dispose of
all or some of the shares of Stock they now own or may hereafter acquire.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) By virtue of his direct beneficial ownership of shares of
Stock and in his capacities as the sole shareholder and/or director of RI
(which also is the sole general partner of RRI and RIP and a managing member of
OT), 777 MSC, and THI, the sole trustee of the CRUT, and a managing member of
OT, Mr. Rainwater may be deemed to be the beneficial owner of 1,210,045 shares
of the Stock, including 116,562 shares of the Stock which may be acquired upon
exercise of the Option described in Item 3. Assuming pursuant to Rule 13d-
3(d)(1)(i) that 11,142,109 shares of the Stock are deemed outstanding, Mr.
Rainwater may be deemed to be the beneficial owner of approximately 10.9% of
the outstanding shares of the Stock. Pursuant to Rule 13d-4, Mr. Rainwater
disclaims beneficial ownership of 45,178 shares of the Stock beneficially owned
by Mr. Rainwater's spouse, Darla Moore, and an aggregate of 132,657 shares of
the Stock beneficially owned by three trusts for the benefit of Mr. Rainwater's
children; none of such shares as to which Mr. Rainwater disclaims beneficial
ownership are included within the 1,210,045 shares identified above.
By virtue of its direct beneficial ownership of shares of Stock and in
its capacities as the sole general partner of RRI and RIP and a managing member
of OT, RI may be deemed to be the beneficial owner of 630,408 shares of the
stock. Assuming that 11,025,547 shares of the Stock are
<PAGE> 8
CUSIP NO. 22575M 10 0 13D Page 8 of 10 Pages
outstanding, RI may be deemed to be the beneficial owner of approximately 5.7%
of the outstanding shares of the Stock.
(b) Mr. Rainwater (whether directly or in his capacities as the
sole shareholder and/or director of RI (which also is the sole general partner
of RRI and RIP and a managing member of OT), 777 MSC, and THI, the sole trustee
of the CRUT, and a managing member of OT) has or may be deemed to have the sole
power to vote or to direct the vote and to dispose or to direct the disposition
of 1,210,045 shares of the Stock, including 116,562 shares of the Stock
underlying the Option.
RI (whether directly or in its capacities as the sole general partner
of RRI and RIP) has or may be deemed to have the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 304,309 shares
of the Stock. RI, in its capacity as a managing member of OT, has or may be
deemed to have the shared power, with Mr. Rainwater, to vote or to direct the
vote and to dispose or to direct the disposition of 326,099 shares of the
Stock.
(c) Except as otherwise described in this statement, the
Reporting Persons have had no transactions in the Stock during the past 60
days.
(d) No person other than the Reporting Persons has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Stock owned by them.
(e) It is inapplicable for the purposes herein to state the date
on which the Reporting Persons ceased to be the owners of more than five
percent (5%) of the Stock.
Item 6. CONTRACTS, ARRANGEMENTS. UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as described herein, there are no contracts, arrangements,
understandings or relationships between the Reporting Persons or between the
Reporting Persons and any other person with respect to the shares of Stock
owned by the Reporting Persons.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Agreement pursuant to Rule 13d-1(f)(iii) at page 10.
Exhibit B - Power of Attorney authorizing J. Randall Chappel and
Kenneth A. Hersh to act on behalf of Richard E. Rainwater (filed with Form 4
Statement of Richard E. Rainwater for December 1995 relating to securities of
Crescent Real Estate Equities, Inc., dated January 9, 1996 and incorporated
herein by reference).
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: July 3, 1997
<PAGE> 9
CUSIP No. 22575M 10 0 13D Page 9 of 10 Pages
/s/ J. Randall Chappel as attorney-in-fact
for Richard E. Rainwater
--------------------------------------------
J. Randall Chappel as Attorney-in-Fact for
Richard E. Rainwater
RAINWATER, INC.
By: /s/ J. RANDALL CHAPPEL
-----------------------------------------
J. Randall Chappel, Authorized Officer
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CUSIP NO. 22575M 10 0 13D Page 10 OF 10 Pages
EXHIBIT A
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D of the General Rules
and Regulations of the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, the undersigned agree that the statement to
which this Exhibit is attached is filed on behalf of them in the capacities set
forth below.
Dated: July 3, 1997
/s/ J. Randall Chappel as attorney-in-fact
for Richard E. Rainwater
--------------------------------------------
J. Randall Chappel as Attorney-in-Fact for
Richard E. Rainwater
RAINWATER, INC.
By: /s/ J. RANDALL CHAPPEL
-----------------------------------------
J. Randall Chappel, Authorized Officer
