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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
CRESCENT REAL ESTATE EQUITIES, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
225756105
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(CUSIP Number)
WM. S. KLEINMAN
HAYNES AND BOONE, L.L.P.
901 MAIN STREET, SUITE 3100
DALLAS, TEXAS 75202-3789
(214) 651-5656
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
SEPTEMBER 27, 1996
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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 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).
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SCHEDULE 13D
CUSIP NO. 225756105 PAGE 2 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Don W. Crisp, as Trustee of the Caroline Hunt Trust Estate
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF, OO
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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
United States Citizen
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7 SOLE VOTING POWER
NUMBER OF 380,501 Shares
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 380,501 Shares
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
380,501 Shares (see Item 2)
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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)
1.1% (assuming exchange of all outstanding Units. See Item 3)
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14 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
CUSIP NO. 225756105 PAGE 3 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ROSEWOOD PROPERTY COMPANY (successor by merger to Rosewood Real Estate
Investments, Inc. and Rosewood Real Estate Equities, Inc.)
75-185-3546
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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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
Delaware
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7 SOLE VOTING POWER
NUMBER OF 905,471 Shares
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 905,471 Shares
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
905,471 Shares (see Item 2)
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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)
2.7% (assuming exchange of all outstanding Units. See Item 3)
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14 TYPE OF REPORTING PERSON*
CO
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SCHEDULE 13D
CUSIP NO. 225756105 PAGE 4 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LAS COLINAS PLAZA, LTD.
75-238-2105
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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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
Texas
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7 SOLE VOTING POWER
NUMBER OF 107,527 Shares
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 107,527 Shares
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
107,527 Shares (see Item 2)
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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)
.3% (assuming exchange of all outstanding Units. See Item 3)
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14 TYPE OF REPORTING PERSON*
PN
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AMENDMENT NO. 2 AND RESTATEMENT OF SCHEDULE 13D
Don W. Crisp ("Trustee"), as trustee of the Caroline Hunt Trust Estate (the
"Trust"), Rosewood Property Company, a Delaware corporation ("RPC"), and Las
Colinas Plaza, Ltd., a Texas limited partnership ("LCPL"), hereby amend and
restate their statement on Schedule 13D as originally filed on March 9, 1995
(the "Original Statement"), and as amended and filed January 16, 1996, with
respect to the common stock, par value $.01 per share ("Common Stock"), of
Crescent Real Estate Equities, Inc. ("Crescent").
As of September 27, 1996, as a result of Crescent's issuance of additional
shares of Common Stock pursuant to a public offering, the Trust, RPC and LCPL
own less than five percent of Crescent's outstanding Common Stock. As of
September 27, 1996, these entities were no longer subject to the reporting
requirements of Section 13(d) of the Securities Exchange Act of 1934. The
information contained herein is given as of such date..
The following information is a restatement of each respective item in the
Original Statement, as amended, pursuant to Rule 13d-2(c). Unless otherwise
indicated, each capitalized term used but not defined herein shall have the
meaning assigned to such term in the Original Statement, as amended.
ITEM 1. INTEREST IN SECURITIES OF THE ISSUER.
The class of securities to which this statement relates is the Common Stock
of Crescent. The address of the principal executive offices of Crescent is 900
Third Avenue, Suite 1800, New York, New York 10022.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement on Schedule 13D is being filed jointly by the Trustee,
RPC and LCPL (collectively, the "Reporting Persons"). Information
with respect to the executive officers and directors of RPC is listed
on the schedule attached hereto as Schedule I, which is incorporated
into this Schedule 13D by reference.
(b) The address of the principal business and office of the Trustee is 100
Crescent Court, Suite 1700, Dallas, Texas 75201. The address of the
principal business and office of the remaining Reporting Persons and
each of their respective executive officers and directors is 500
Crescent Court, Suite 300, Dallas, Texas 75201.
(c) The Trustee's present principal occupation is to manage the assets of
the Trust which are held directly and through the direct and indirect
ownership of various corporations and partnerships. RPC is a
corporation whose primary business purpose is to own real estate for
investment purposes. Las Colinas is a limited partnership whose
primary business purpose is to own real estate for investment
purposes.
(d) During the past five years, none of the Reporting Persons or any of
their respective executive officers or directors has been convicted in
any criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years, none of the Reporting Persons or any of
their respective executive officers or directors was 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.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Each of the Reporting Persons is deemed to hold Common Stock due to its
holdings of Common Stock and units of limited partnership interest (the
"Units") in Crescent's operating partnership ("Operating"). Each Unit is
exchangeable on a one-for-one basis for shares of Common Stock, or, at the
option of Crescent, cash, subject to certain limitations, from and after April
28, 1995. RRCC Limited Partnership, a Texas limited partnership ("RRCC"), of
which the Trust is a limited partner and RPC is a general partner, contributed
certain real estate to Operating in exchange for 2,475,342 Units and the
assumption of certain liabilities. RRCC subsequently distributed Units to the
Trust and RPC. RPC and LCPL also contributed certain real estate properties to
Operating in exchange for 39,101 and 107,527 Units, respectively, and the
assumption of certain liabilities. The Trust purchased 9,200 shares of Common
Stock for $230,000, using internal funds.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons originally acquired the Units and Common Stock
beneficially owned by them for investment. The Reporting Persons reserved the
right to acquire beneficial ownership of additional Units and/or shares of
Common Stock in the future, directly or indirectly, by open market purchase or
otherwise, and to dispose of all or a portion of their holdings of Units and/or
shares of Common Stock. Since, as of September 27, 1996, the Reporting Persons
own less than five percent of Crescent's outstanding Common Stock, the
Reporting Persons disclaim any obligation to report the information required by
Item 4 of Schedule 13D subsequent to September 27, 1996.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Trustee, as the holder through the Trust,
beneficially owns 380,501 shares of Common Stock,
which represented 1.1% of the then outstanding shares
of Common Stock (assuming an exchange of all
outstanding Units for shares of Common Stock). RPC
beneficially owns 905,471 shares of Common Stock,
which represented 2.7% of the then outstanding shares
of Common Stock (assuming an exchange of all
outstanding Units for shares of Common Stock). LCPL
beneficially owns 107,527 shares of Common Stock,
which represented .3% of the then outstanding shares
of Common Stock (assuming an exchange of all
outstanding Units for shares of Common Stock).
(b) Number of shares as to which such reporting person
has:
(i) sole power to vote or direct the vote:
(a) Trustee 380,501
(b) RPC 905,471
(c) LCPL 107,527
(ii) shared power to vote or direct the vote:
(a) Trustee 0
(b) RPC 0
(c) LCPL 0
(iii) sole power to dispose or direct the
disposition:
(a) Trustee 380,501
(b) RPC 905,471
(c) LCPL 107,527
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(iv) shared power to dispose or direct
the disposition:
(a) Trustee 0
(b) RPC 0
(c) LCPL 0
(c) None of the Reporting Persons have engaged in any
transactions in the Common Stock within the past 60
days.
(d) Not applicable.
(e) The Trust, RPC and LCPL entered a Joint Filing
Agreement on February 28, 1995, but their beneficial
ownership aggregated less than five percent of Common
Stock as of September 27, 1996.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The information set forth in Item 3 pursuant to which the Reporting
Persons have the right to exchange the Units for shares of Common
Stock is incorporated herein by reference.
ITEM 7. MATERIALS TO BE FILLED AS EXHIBITS.*
Exhibit 1 Joint Filing Agreement dated February 28, 1995 among
Donald W. Crisp, Rosewood Property Company, Las
Colinas Plaza, Ltd. and Rosewood Real Estate
Equities, Inc.
Exhibit 2 Registration Rights, Lock up and Pledge Agreement,
dated as of May 5, 1994, among Crescent Real Estate
Equities, Inc. Crescent Real Estate Equities Limited
Partnership and certain stockholders.
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*Pursuant to Rule 13d-2(c), these previously filed paper exhibits have not
been restated electronically.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: September 27, 1996.
s/ Don W. Crisp, Trustee
------------------------------------
Don W. Crisp, as Trustee of the
Caroline Hunt Trust Estate
ROSEWOOD PROPERTY COMPANY
By: s/ Dennis King
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Name: Dennis King
--------------------------
Title: Senior Vice President
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LAS COLINAS PLAZA, LTD.
By: Rosewood Property Company,
its general partner
By: s/ Dennis King
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Name: Dennis King
----------------------
Title: Senior Vice President
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SCHEDULE I
All individuals listed on this Schedule I are citizens of the United States
of America.
ROSEWOOD PROPERTY COMPANY
<TABLE>
<CAPTION>
DIRECTORS: Principal Occupation
--------- --------------------
<S> <C>
Laurie Sands Harrison *
David K. Sands *
J.B. Sands *
Patrick B. Sands *
Stephen H. Sands *
Don W. Crisp **
C. Todd Miller ***
Paul E. Rowsey, III ***
</TABLE>
<TABLE>
<CAPTION>
OFFICERS: Principal Occupation
-------- --------------------
<S> <C> <C>
C. Todd Miller President and Chief Executive Officer ***
Paul E. Rowsey, III Executive Vice President; ***
President/Commercial Group; and Secretary
David M. Jacobs Executive Vice President-Finance and ***
Administration and Treasurer
William S. Buchanan Executive Vice President ***
B. Dennis King Senior Vice President and Assistant ***
Secretary
Dennis James Vice President and Assistant Secretary ***
Nancy K. Dunlap Assistant Secretary ***
Sharron White Assistant Secretary ***
</TABLE>
* Serving as a director of corporations owned directly or indirectly by
The Caroline Hunt Trust Estate.
** Serving as Trustee of The Caroline Hunt Trust Estate and as an
executive officer of corporations owned, directly or indirectly by The
Caroline Hunt Trust Estate.
*** Serving as an executive officer of RPC and of corporations owned,
directly or indirectly by RPC.
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