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As filed with the Securities and Exchange Commission on October 4, 1996
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Crescent Real Estate Equities, Inc.
(Exact name of registrant as specified in charter)
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<S> <C>
Maryland 52-1862813
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
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900 Third Avenue, Suite 1800
New York, New York 10022
(212) 836-4216
(Address, including zip code, of Principal Executive Offices)
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1995 Crescent Real Estate Equities, Inc. Stock Incentive Plan
(Full title of the Plan)
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Gerald W. Haddock
President and Chief Operating Officer
Crescent Real Estate Equities, Inc.
777 Main Street, Suite 2100
Fort Worth, Texas 76102
(Name, address, including zip code, of agent for service)
(817) 877-0477
(Telephone number, including area code, of agent for service)
Copies to:
Ellen A. Fredel, Esq. David M. Dean, Esq.
Shaw, Pittman, Potts & Trowbridge and Crescent Real Estate Equities, Inc.
2300 N Street, N.W. 777 Main Street, Suite 2100
Washington, D.C. 20037 Fort Worth, Texas 76102
Calculation of Registration Fee
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Proposed Maximum
Title of Securities to Amount of Shares Aggregate Offering Price per Proposed Maximum Amount of
be Registered to be Registered Share Aggregate Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock 675,000(1) $40.625(2) $27,421,875(2) $8,309.65
- ------------------------------------------------------------------------------------------------------------------------
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1995 Crescent Real Estate
Equities, Inc. Stock Incentive Plan by reason of any stock dividend,
stock split, recapitalization or other similar transaction effected
without the receipt of consideration which results in an increase in
the number of the Registrant's outstanding shares of Common Stock.
(2) Estimated solely for the purpose of computing the registration fee.
Pursuant to Rule 457(h), the calculation of the registration fee is
based on the average of the high and low prices of the Registrant's
Common Stock on the New York Stock Exchange on September 27, 1996.
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PART II
Information Required in the Registration Statement
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated herein by reference:
(a) The Registration Statement on Form S-8 as filed by Crescent
Real Estate Equities, Inc., a Maryland corporation (the
"Corporation"), on April 10, 1996 (File No. 333-3454);
(b) The Annual Report of the Corporation on Form 10-K for its
fiscal year ended December 31, 1995, filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), as amended on April 29, 1996;
(c) All other reports filed by the Corporation pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the
registrant's fiscal year ended December 31, 1995; and
(d) The Registration Statement on Form 8-A filed on April 18, 1994
with the Securities and Exchange Commission registering the
Common Stock under Section 12(b) of the Exchange Act.
In addition, all documents subsequently filed by the registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Incorporation provide that the liability of
the directors and officers of the Company for money damages shall be eliminated
to the maximum extent permitted by Maryland law. Under current Maryland law,
the directors are liable to the Company or its stockholders for money damages
only for liability resulting from (i) acts or omissions material to the matter
and committed in bad faith involving active and deliberate dishonesty
established by a final judgment or (ii) actual receipt of an improper benefit
or profit in money, property or services. The Articles of Incorporation also
provide that no amendment thereto may limit or
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eliminate this limitation of liability with respect to events occurring prior
to the effective date of such amendment.
The Company's Articles of Incorporation and Bylaws require it to
indemnify its directors and officers to the fullest extent permitted by
Maryland law. Under current Maryland law, the Company will indemnify (a) any
director or officer who has been successful, on the merits or otherwise, in the
defense of a proceeding to which he was made a party by reason of his service
in that capacity, against reasonable expenses incurred by him in connection
with the proceeding, (b) any present or former director against reasonable
expenses incurred by him in connection with the proceeding and (c) any present
or former director or officer against any claim or liability unless it is
established that (i) his act or omission was material to the matter giving rise
to the proceeding and was committed in bad faith or was the result of active
and deliberate dishonesty; (ii) he actually received an improper personal
benefit in money, property or services; or (iii) in the case of a criminal
proceeding, he had reasonable cause to believe that his act or omission was
unlawful. In addition, the Company's Bylaws require it to pay or reimburse, in
advance of the final disposition of a proceeding, reasonable expenses incurred
by a present or former director or officer made a party to a proceeding by
reason of his status as a director or officer, provided that the Company shall
have received (i) a written affirmation by the director or officer of his good
faith belief that he has met the standard of conduct necessary for
indemnification by the Company as authorized by the Bylaws and (ii) a written
undertaking by or on his behalf to repay the amount paid or reimbursed by the
Company if it shall ultimately be determined that the standard of conduct was
not met. The Company's Bylaws also (i) permit the Company to provide
indemnification, payment or reimbursement of expenses to any employee or agent
of the Company in such capacity; (ii) provide that any indemnification, payment
or reimbursement of the expenses permitted by the Bylaws shall be furnished in
accordance with the procedures provided for indemnification and payment or
reimbursement of expenses under Section 2-418 of the MGCL for directors of
Maryland corporations; and (iii) permit the Company to provide such other and
further indemnification or payment or reimbursement of expenses as may be
permitted by the MGCL for directors of Maryland corporations.
The First Amended and Restated Agreement of Limited Partnership, as
amended, of Crescent Real Estate Equities Limited Partnership contains
indemnification provisions comparable to those contained in the Articles of
Incorporation and Bylaws.
The Company carries insurance that purports to insure officers and
directors of the Company against certain liabilities incurred by them in the
discharge of their official functions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement.
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5.01 Opinion of Shaw, Pittman, Potts & Trowbridge, Counsel for the
Corporation, with respect to the legality of the Common Stock
of the Corporation registered hereunder (Filed herewith.)
23.01 Consent of Arthur Andersen LLP (Filed herewith.)
23.02 Consent of KPMG Peat Marwick LLP(Filed herewith.)
23.03 Consent of Shaw, Pittman, Potts & Trowbridge (Included in its
opinion filed as Exhibit 5.01 to this Registration Statement.)
24.01 Powers of Attorney (Included on the signature page.)
ITEM 9. UNDERTAKINGS.
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs a(1)(i) and a(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the registrant pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
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The Registrant undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Fort Worth, State of Texas, on October 3,
1996.
CRESCENT REAL ESTATE EQUITIES, INC.
a Maryland corporation
/s/ GERALD W. HADDOCK
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Gerald W. Haddock
President and Chief Operating Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
constitutes and appoints Gerald W. Haddock and John C. Goff, and each of them,
with full power to act without the other, his true and lawful attorneys-in-fact
and agents, each with full and several power of substitution for him and in his
name, place, and stead, in any and all capacities, to sign any and all
registration statements relating to Common Stock (the "Securities") of Crescent
Real Estate Equities, Inc. (the "Registrant") to be issued under the 1995
Crescent Real Estate Equities, Inc. Stock Incentive Plan, and any amendments,
including both pre-effective and post-effective amendments and supplements to
such registration statements, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
each said attorney-in-fact and agent might or could do in person, hereby
ratifying and confirming all that each said attorney-in-fact and agent, or any
of them, or any substitute or substitutes for any of them, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this power of
attorney in the capacities and on the dates indicated.
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Name Title Date
---- ----- ----
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/s/ RICHARD E. RAINWATER Director and Chairman of October 2, 1996
----------------------------- the Board
Richard E. Rainwater
/s/ JOHN C. GOFF Director and Chief October 2, 1996
----------------------------- Executive Officer
John C. Goff (Principal Executive
Officer)
/s/ GERALD W. HADDOCK Director, President and October 3, 1996
----------------------------- Chief Operating Officer
Gerald W. Haddock
/s/ DALLAS E. LUCAS Senior Vice President and October 3, 1996
----------------------------- Chief Financial Officer
Dallas E. Lucas (Principal Financial and
Accounting Officer)
Director , 1996
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Anthony M. Frank
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/s/ MORTON H. MEYERSON September 27, 1996
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Morton H. Meyerson Director
/s/ WILLIAM F. QUINN September 27, 1996
-----------------------------
William F. Quinn Director
/s/ PAUL E. ROWSEY, III September 26, 1996
----------------------------- Director
Paul E. Rowsey, III
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INDEX TO EXHIBITS
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Exhibit
Number Description of Exhibit Page No.
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5.01 Opinion of Shaw, Pittman, Potts & Trowbridge as to the legality of the Securities
being registered by Crescent Real Estate Equities, Inc. (Filed herewith.)
23.01 Consent of Arthur Andersen LLP, Certified Public Accountants, dated October 4,
1996 (Filed herewith.)
23.02 Consent of KPMG Peat Marwick LLP, Certified Public Accountants, dated October 2,
1996 (Filed herewith.)
23.03 Consent of Shaw, Pittman, Potts & Trowbridge (Included in its opinion filed as
Exhibit 5.01 to this Registration Statement.)
24.01 Powers of Attorney (Filed herewith and incorporated by reference from the
signature page.)
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EXHIBIT 5.01
[SHAW, PITTMAN, POTTS & TROWBRIDGE LETTERHEAD]
October 2, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: CRESCENT REAL ESTATE EQUITIES, INC.
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel to Crescent Real Estate Equities, Inc., a
Maryland corporation (the "Company"), in connection with the registration of
675,000 shares (the "Shares") of the Common Stock, $0.01 par value, of the
Company pursuant to a Registration Statement on Form S-8 under the Securities
Act of 1933 (the "Registration Statement"), relating to the 1995 Crescent Real
Estate Equities, Inc. Stock Incentive Plan (the "Plan").
Based upon our examination of the originals or copies of such
documents, corporate records, certificates of officers of the Company and other
instruments as we have deemed necessary and upon the laws as presently in
effect, we are of the opinion that the Shares have been duly authorized for
issuance by the Company, and that upon issuance and delivery in accordance with
the Plan referred to in the Registration Statement, the Shares will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.01 to the
Registration Statement.
Very truly yours,
SHAW, PITTMAN, POTTS & TROWBRIDGE
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EXHIBIT 23.01
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated
February 2, 1996 included in Crescent Real Estate Equities, Inc.'s Form 10-K
for the year ended December 31, 1995 and to all references to our Firm included
in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Dallas, Texas
October 4, 1996
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EXHIBIT 23.02
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Owners of The Crescent:
We consent to the use of our report dated February 28, 1994 incorporated
by reference in this Registration Statement on Form S-8 of Crescent Real Estate
Equities, Inc., relating to the combined financial statements of The Crescent.
KPMG Peat Marwick LLP
Dallas, Texas
October 2, 1996
