<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT No. 1
FOR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 1-13038
CRESCENT REAL ESTATE EQUITIES COMPANY
(formerly known as Crescent Real Estate Equities, Inc.)
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(Exact name of registrant as specified in its charter)
TEXAS 52-1862813
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
777 Main Street, Suite 2100, Fort Worth, Texas 76102
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(Address of principal executive offices)(Zip code)
Registrant's telephone number, including area code (817) 877-0477
--------------
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of each class: on Which Registered:
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Common Stock par value $.01 per share New York Stock Exchange, Inc.
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding twelve (12) months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past ninety (90) days.
YES X NO
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]
As of February 24, 1997, the aggregate market value of the 33,044,627 shares
of Common Stock held by non-affiliates of the registrant was approximately
$1.8 billion, based upon the closing price of $55 5/8 on the New York Stock
Exchange.
Number of Shares of Common Stock outstanding as of March 7, 1997: 36,156,664
DOCUMENTS INCORPORATED BY REFERENCE
None.
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The Form 10-K of Crescent Real Estate Equities Company (the "Company") for the
year ended December 31, 1996 is being amended to delete from Items 10, 11, 12
and 13 the statement, "The information required by this Item is incorporated by
reference to the Company's Proxy Statement to be filed with the Commission for
its annual shareholders' meeting to be held in June 1997" and to insert the
required disclosure for these items because the Company's definitive proxy will
not be on file by April 30, 1997 (120 days after the end of the Company's
fiscal year).
<PAGE> 3
ITEM 10. TRUST MANAGERS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Set forth below is information with respect to the eight trust managers,
all of whom joined the Company as directors in 1994 (except Melvin Zuckerman
who became a trust manager in 1996) and the executive officers.
<TABLE>
<CAPTION>
TERM
NAME EXPIRES AGE POSITION
---- ------- --- --------
<S> <C> <C> <C>
Richard E. Rainwater...... 1997 52 Chairman of the Board of Trust Managers of
the Company
John C. Goff.............. 1999 41 Vice Chairman of the Board of Trust Managers
of the Company
Gerald W. Haddock......... 1998 49 President and Chief Executive Officer of the
Company and the General Partner, and Trust
Manager of the Company
Anthony M. Frank.......... 1997 65 Trust Manager of the Company
Morton H. Meyerson........ 1998 58 Trust Manager of the Company
William F. Quinn.......... 1997 49 Trust Manager of the Company
Paul E. Rowsey, III....... 1999 42 Trust Manager of the Company
Melvin Zuckerman.......... 1997 68 Trust Manager of the Company
Dallas E. Lucas........... N/A 35 Senior Vice President, Chief Financial and
Accounting Officer of the Company and the
General Partner
David M. Dean............. N/A 36 Senior Vice President, Law, and Secretary of
the Company and the General Partner
James M. Eidson, Jr....... N/A 42 Senior Vice President, Acquisitions, of the
General Partner
William D. Miller......... N/A 38 Senior Vice President, Administration, of
the General Partner
Bruce A. Picker........... N/A 32 Vice President of the General Partner and
Treasurer of the Company and the General
Partner
Joseph D. Ambrose, III.... N/A 46 Vice President, Administration, of the
General Partner
Jerry R. Crenshaw, Jr. ... N/A 33 Vice President and Controller of the General
Partner
Barry L. Gruebbel......... N/A 42 Vice President, Asset Management, of the
General Partner
Howard W. Lovett.......... N/A 40 Vice President, Corporate Leasing, of the
General Partner
John M. Walker, Jr........ N/A 46 Vice President, Acquisitions, of the General
Partner
John L. Zogg, Jr.......... N/A 33 Vice President, Leasing, of the General
Partner
</TABLE>
TRUST MANAGERS AND EXECUTIVE OFFICERS
The Board of Trust Managers consists of eight members, divided into three
classes serving staggered three-year terms.
The following is a summary of the experience of the current and proposed
trust managers and the current executive officers of the Company.
Richard E. Rainwater has been an independent investor since 1986. From 1970
to 1986, he served as the chief investment advisor to the Bass family, whose
overall wealth increased dramatically during his tenure. During that time he was
principally responsible for numerous major corporate and real estate
acquisitions and dispositions. Immediately after beginning his independent
investment activities, he founded ENSCO International Incorporated, in 1986.
Additionally, in 1990 he co-founded Columbia Hospital Corporation and in 1989
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participated in a management-led buyout of HCA-Hospital Corporation of America;
both of these companies owned and operated "for profit" hospitals. In 1992, Mr.
Rainwater was one of the founders of Mid Ocean Limited, a provider of casualty
re-insurance. In February 1994, he assisted in the merger of Columbia Hospital
Corporation and HCA-Hospital Corporation that created Columbia/HCA Healthcare
Corporation, the world's largest hospital company. Mr. Rainwater serves as a
director of Mesa, Inc., one of the largest oil and gas companies in the United
States. In 1996, Mr. Rainwater led a recapitalization of Mesa, Inc., and a
partnership wholly owned by Mr. Rainwater became the controlling shareholder in
July 1996. Mr. Rainwater is a graduate of the University of Texas at Austin and
the Graduate School of Business at Stanford University. Mr. Rainwater has served
as the Chairman of the Board of Trust Managers since the Company's inception in
1994.
John C. Goff, prior to joining the company, served as a senior investment
advisor to, and investor with, Mr. Rainwater, as well as a vice president of
Rainwater, Inc., a management operating company wholly owned by Mr. Rainwater.
In those capacities, he has been involved in, and principally responsible for,
numerous acquisitions and financings involving corporate, debt and real estate
interests. Mr. Goff currently is a member of the board of directors of The
Staubach Company. Prior to joining Rainwater, Inc. in 1987, Mr. Goff was
employed by the accounting firm of KPMG Peat Marwick LLP from 1981 to 1987.
Before joining KPMG Peat Marwick LLP, Mr. Goff was employed by Century
Development Corporation, a major Houston-based office developer and property
management company. Mr. Goff is a graduate of the University of Texas at Austin
and is a Certified Public Accountant. From the Company's inception in 1994
through December 19, 1996, Mr. Goff served as Chief Executive Officer. Since
December 19, 1996, Mr. Goff has served as Vice Chairman of the Board of Trust
Managers.
Gerald W. Haddock, prior to joining the Company, was in the private
practice of law, pursuant to which, among other things, he served as primary
outside legal counsel to, and investor with, Mr. Rainwater and primary outside
legal counsel to Rainwater, Inc. Mr. Haddock was vice president of Rainwater,
Inc. from 1990 to 1994 and was the lead transactional attorney for Mr. Rainwater
from 1986 to 1994. Mr. Haddock currently is a member of the board of directors
of AmeriCredit Corporation, a company engaged in the financing of automobile
dealer paper, and ENSCO International Incorporated, an oil field service and
offshore drilling company, of which he was one of the three founding directors.
In addition, Mr. Haddock serves as general counsel for the Texas Rangers
baseball club. Mr. Haddock earned both Bachelor of Business Administration
(B.B.A.) and Juris Doctor (J.D.) degrees from Baylor University. He also holds a
Master of Laws (L.L.M.) degree in taxation from New York University and has
served as the Chairman of the Tax Section of the State Bar of Texas. From the
Company's inception in 1994 through December 19, 1996, Mr. Haddock served as
President and Chief Operating Officer. Since December 19, 1996, Mr. Haddock has
served as President and Chief Executive Officer.
Anthony M. Frank served as Postmaster General of the United States from
1988 to 1992. Prior to that time, Mr. Frank served as chairman and chief
executive officer of First Nationwide Bank, chairman of the Federal Home Loan
Bank of San Francisco, chairman of the California Housing Finance Agency, and as
the chairman of the Federal Home Loan Mortgage Corporation Advisory Board. Since
1992, he has served as the founding chairman of Independent Bancorp of Arizona
until October, 1993 and currently serves as a consultant and director of
TransAmerica HomeFirst, a mortgage company specializing in loans to the elderly.
Mr. Frank currently serves as a director of Acrogen, Inc., a biotechnology
company; Irvine Apartment Communities, a large California based apartment REIT;
and Charles Schwab & Co., one of the nations largest discount brokerages. He is
also a director of Temple Inland, Inc., a manufacturer of paper and timber
products; Bedford Property Investors, Inc., an office and commercial property
REIT investing primarily on the West Coast; General American Investors Company,
Inc., a closed-end investment company; Financial Security Assurance, a company
providing credit enhancement for municipal bond issuers; Cotelligent, Inc., a
provider of temporary office support services; and Living Centers of America,
Inc., an operator of nursing homes. Mr. Frank received a Bachelor of Arts (B.A.)
degree from Dartmouth College and a Master of Business Administration (M.B.A.)
degree from the Amos Tuck School of Business at Dartmouth, where he currently
serves as overseer.
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Morton H. Meyerson has served as chairman of Perot Systems Corporation, a
major supplier of computer and consulting services, since 1992. Previously, he
worked at Electronic Data Systems, Inc., also a supplier of computer services,
in a number of capacities, including as president from 1979 to 1986 and vice
chairman during 1986, and at the investment bank duPont Glore, Forgan, Inc., as
president and then Chairman from 1971 to 1974. Mr. Meyerson is Vice Chairman of
National Park Foundation, is a member of the board of directors of the Dallas
Symphony Association and serves on the Harvard Medical School Board of Fellows.
He is also a director of ENSCO International Incorporated, an oil field service
and offshore drilling company; Safelite Glass Corporation, the largest installer
of automobile and truck glass in the United States; Stream International, Inc.,
a manufacturer and reseller of computer software and services; and AudioNet,
Inc., a broadcast network on the Internet. He holds a Bachelor of Arts (B.A.)
degree in economics and philosophy from the University of Texas.
William F. Quinn currently serves as president of AMR Investment Services,
Inc., the investment services affiliate of American Airlines, with
responsibility for the management of pension and short-term fixed income assets.
In addition, Mr. Quinn is Chairman of the Board of American Airlines Employees
Federal Credit Union and is president and a trustee of the American Advantage
Mutual Funds and serves on the advisory board for ARCO's pension plans. Prior to
being named to his current position in 1986, Mr. Quinn held several management
positions with American Airlines and its subsidiaries. Before joining American
Airlines in 1974, Mr. Quinn was employed with the accounting firm of Arthur
Young & Company. He holds a Bachelor of Science (B.S.) degree in accounting from
Fordham University and is a Certified Public Accountant.
Paul E. Rowsey, III is president of the commercial real estate group of
Rosewood Property Company, a commercial real estate development and investment
company, a position he has held for the past seven years, and a member of the
board of directors of Rosewood Property Company. Mr. Rowsey began his career in
1980 as an attorney specializing in commercial real estate. Mr. Rowsey holds a
Bachelor of Arts (B.A.) degree from Duke University and a Juris Doctor (J.D.)
degree from Southern Methodist University School of Law.
Melvin Zuckerman is the founder and developer of the Canyon Ranch health
and fitness resorts. Mr. Zuckerman opened the original Canyon Ranch in Tucson,
Arizona in 1979 and opened a second Canyon Ranch in the Berkshire mountains in
Lenox, Massachusetts in 1989. The Company acquired Canyon Ranch-Tucson in July
1996 and Canyon Ranch-Lenox in November 1996. Mr. Zuckerman also serves as a
director and holds the lifetime title of President Emeritus of the Wellness
Council of Tucson (WELCOT), an organization fostering wellness in the workplace
and founded by Mr. Zuckerman in 1984. Prior to the opening of Canyon
Ranch-Tucson, Mr. Zuckerman was a builder and real estate developer in the
Tucson area for 20 years. Prior to 1958, Mr. Zuckerman worked as a Certified
Public Accountant. Mr. Zuckerman holds a Bachelor of Science (B.S.) degree from
New York University.
Dallas E. Lucas, prior to joining the Company, was a financial consulting
and audit manager in the real estate services group of Arthur Andersen LLP in
Dallas. Mr. Lucas was employed by Arthur Andersen LLP for nine years, until
December 1993. Mr. Lucas holds a Bachelor of Business Administration (B.B.A.)
degree in accounting from the University of Oklahoma and is a Certified Public
Accountant. Mr. Lucas has served as the Senior Vice President, Chief Financial
and Accounting Officer since the Company's inception in 1994.
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David M. Dean, prior to joining the Company, was an attorney for Burlington
Northern Railroad Company from 1992 to 1994, and served as Assistant General
Counsel in 1994. At Burlington Northern, he was responsible for the majority of
that company's transactional and general corporate legal work. Mr. Dean was
previously engaged in the private practice of law from 1986 to 1990 with Kelly,
Hart & Hallman and from 1990 to 1992 with Jackson & Walker, L.L.P. where he
worked primarily with Mr. Haddock on acquisition, financing and venture capital
transactions for Mr. Rainwater and related investor groups. Mr. Dean graduated
with honors from Texas A & M University with Bachelor of Arts (B.A.) degrees in
English and Philosophy in 1983. He also holds a Juris Doctor (J.D.) degree and a
Master of Laws (L.L.M.) degree in taxation from Southern Methodist University,
School of Law. Mr. Dean has served as the Senior Vice President, Law and
Secretary since August 1994.
James M. Eidson, Jr. has seventeen years of experience in the commercial
real estate business. Prior to joining the Company, he owned an investment
company, specializing in investment grade commercial properties from 1992 to
1994. From 1989 to 1992, he was associated with CB Commercial Real Estate Group,
Inc., where he was a Senior Investment Specialist in their investment grade
commercial property group, and from 1982 to 1989 he owned a real estate company
through which he provided brokerage and investment services for individuals and
large corporate investors and made investments in commercial properties for his
own account. He gained his early experience in real estate acquisitions,
dispositions, leasing, marketing and consulting while a broker and investment
specialist for three years with Hank Dickerson & Company. Mr. Eidson is a former
professional football player who played with the Dallas Cowboys from 1976
through 1978. Mr. Eidson holds a Master of Business Administration (M.B.A.)
degree from Southern Methodist University and a Bachelor of Science (B.S.)
degree from Mississippi State University. Mr. Eidson has served as the Senior
Vice President, Acquisitions since May 1995.
William D. Miller, prior to joining the Company, served as Vice President,
Legal Affairs, of the Texas Rangers major league baseball club beginning in
March 1994. While with the Rangers, Mr. Miller managed all legal matters
concerning the senior management of the baseball club and the partnerships that
own or are affiliated with the owners of the club. Mr. Miller was also a member
of the senior management of the Rangers and certain partnerships affiliated with
the Rangers. In addition, Mr. Miller functioned as the primary lawyer
responsible for the Rangers' interest in the development of The Ballpark project
in Arlington. Prior to joining the Rangers, Mr. Miller practiced law at Jackson
& Walker from September 1986, was the lead real estate lawyer for Mr. Rainwater,
Rainwater, Inc. and Mr. Haddock, and was instrumental in the formation
transactions of the Company. Mr. Miller received his Juris Doctor (J.D.) degree
with honors from the University of Texas, School of Law, and his Bachelor of
Science (B.S.) degree with first honors in Commerce and Engineering Sciences
from Drexel University. Mr. Miller joined the Company as Senior Vice President,
Administration in May 1997.
Bruce A. Picker, prior to joining the Company, worked for Rainwater, Inc.
from 1990 to 1994 as the partnership controller of its first major real estate
acquisition. Previously, Mr. Picker was a financial analyst with Yarnell Ice
Cream Company, a manufacturer and distributor of premium frozen deserts, from
1989 to 1990. Mr. Picker also was a senior accountant for the accounting firm of
Arthur Andersen LLP in their audit department from 1986 to 1989. Mr. Picker
holds a Bachelor of Business Administration (B.B.A.) degree in accounting from
Harding University and is a Certified Public Accountant. Mr. Picker has served
as the Treasurer of the Company and the General Partner since their inception in
1994 and has been a Vice President of the General Partner since June 1996.
Joseph D. Ambrose III, prior to joining the Company, served as Vice
President of CRC Environmental Risk Management, Inc., an environmental and risk
management consulting firm, from 1993 to 1994. He was responsible for major
client interface, development of new risk management initiatives and human
resources. For two and one-half years prior to joining CRC, Mr. Ambrose was a
Vice President of American Real Estate Group ("AREG"), a liquidating real estate
company, where he managed the environmental, insurance and
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other risks associated with the disposition of a nationwide real estate
portfolio. Prior to joining AREG, he was President of Ambrose Properties, Inc.,
which acquired and developed oil and gas and real estate properties. Mr. Ambrose
graduated from Texas Christian University with a Bachelor of Business
Administration (B.B.A.) degree in management and received his Juris Doctor
(J.D.) and Master of Business Administration (M.B.A.) degrees from Southern
Methodist University. Mr. Ambrose has served as the Vice President,
Administration since joining the Company in 1996.
Jerry R. Crenshaw, Jr. was the controller of Carrington Laboratories,
Inc., a pharmaceutical and medical device company, from 1991 until February
1994. From 1986 until 1991, Mr. Crenshaw was an experienced audit senior in the
real estate services group of Arthur Andersen LLP. Mr. Crenshaw holds a
Bachelor of Business Administration (B.B.A.) degree in accounting from Baylor
University and is a certified public accountant. Mr. Crenshaw has served as
Controller since the Company's inception in 1994 and has been a Vice President
since March 1997.
Barry L. Gruebbel, prior to joining the Company, was involved with the
property and asset management of over 10 million square feet of Class A office,
retail, industrial and multi-family real estate in Texas and New Mexico with
Hines Industrial from 1982 to 1986, with Southland Investment Properties from
1986 to 1990 and most recently with Rosewood Property Company at The Crescent.
Mr. Gruebbel is a Certified Property Manager currently active in the real estate
organizations of the Institute of Real Estate Management and Building Owners and
Managers. Mr. Gruebbel received a Bachelor of Business Administration (B.B.A.)
in Real Estate from the University of Texas at Arlington in 1977. Mr. Gruebbel
has been with the Company since its inception and became Vice President of Asset
Management in February 1997.
Howard W. Lovett, prior to joining the Company, was president of The
Gaineswood Company, a private investment company specializing in real estate and
venture capital investments, from January 1989 to August 1995. Previously, Mr.
Lovett was vice president of Morgan & Company, a Houston based real estate
development company, where he was responsible for income property acquisitions
and management and the acquisition and development of Wildcat Ranch, an
exclusive residential development outside Aspen, Colorado. Mr. Lovett graduated
from Carleton College with a Bachelor of Arts (B.A.) degree in English in 1980.
He also holds a Master of Business Administration (M.B.A.) from Harvard
University. Mr. Lovett has served as Vice President, Corporate Leasing since
June 1996.
John M. Walker, Jr., prior to joining the Company in 1995, practiced law
privately from 1976 to 1992. During 1993, he served as the Executive Vice
President and Chief Operating Officer of a corporate subsidiary of NHP, Inc., a
real estate asset and property management company, and was involved in several
personal business projects during 1994 and 1995. Mr. Walker currently serves as
a director of Walden Special Corp. and Chimney Trace Special Corp., special
purpose affiliates of Walden Residential Properties, Inc. Mr. Walker earned a
Bachelor of Arts (B.A.) degree from Vanderbilt University. He also holds Juris
Doctor (J.D.) and Masters of Business Administration (M.B.A.) degrees from
Southern Methodist University. Mr. Walker has served as Vice President,
Acquisitions, since June 1996.
John L. Zogg, Jr., served as vice president of the commercial real estate
group of Rosewood Property Company, responsible for marketing and leasing office
space in the Dallas and Denver areas from January 1989 to May 1994. For three
years prior to joining Rosewood Property Company, Mr. Zogg worked as marketing
manager of Gerald D. Hines Interests, responsible for office leasing in the
Dallas metropolitan area. He graduated from the University of Texas at Austin
with a Bachelor of Arts (B.A.) degree in Economics and holds a Masters in
Business Administration (M.B.A.) degree from the University of Dallas. Mr. Zogg
has served as Vice President, Leasing since the Company's inception in 1994.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's officers, trust
managers and persons who own more than 10% of the Company's Common Shares to
file reports of ownership on Form 3 and changes in ownership on Form 4 or 5 with
the Commission and the New York Stock Exchange. Such officers, trust managers
and 10% holders are also required by the Commission rules to furnish the Company
with copies of all Section 16(a) forms that they file.
Based solely on its review of copies of such reports received or written
representations from certain reporting persons, the Company believes that all
Section 16(a) filing requirements applicable to its officers, trust managers and
10% shareholders were complied with during the fiscal year ended December 31,
1996.
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ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the annual and long-term compensation paid
or awarded to the Company's chief executive officer and the four most highly
compensated executive officers of the Company and the General Partner for the
years ended December 31, 1996 and 1995, respectively. The Company was organized
in February 1994, and, accordingly, did not pay any compensation to its
executive officers for the years prior to 1994. As a result of the Company's
UPREIT structure, no employees are compensated by the Company, but are
compensated by the General Partner. The Company has not granted any stock
appreciation rights ("SARs"). The Operating Partnership has issued units of
ownership interest, (the "Units") unless otherwise indicated each Unit is
exchangeable (the "Exchange Rights") for Common Shares or at the election of
the Company, cash equal to the then-current fair market value of the Common
Shares for which each Unit is exchangeable.
TABLE 1
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------------ -----------------------------------
AWARDS PAYOUTS
OTHER ------------------------ ------- ALL OTHER
ANNUAL RESTRICTED SECURITIES COMPEN-
NAME AND COMPEN- STOCK UNDERLYING LTIP SATION
PRINCIPAL POSITION(1) YEAR SALARY($) BONUS($) SATION($) AWARDS($) OPTIONS(#) PAYOUTS ($)(2)
--------------------- ---- --------- --------- ------------ ---------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Gerald W. Haddock 1996 286,165 1,500,000 -- -- 2,000,000(3) -- 960
President and Chief 1995 200,000 125,000 -- -- 250,000 -- 1,005
Executive Officer(4) 1994(5) 104,500 90,000 -- -- 402,472 -- 800
John C. Goff 1996 286,165 1,500,000 -- -- 2,000,000(3) -- 960
Vice Chairman of the 1995 200,000 125,000 -- -- 250,000 -- 1,005
Board of Trust 1994(5) 104,500 90,000 -- -- 641,904 -- 800
Managers(6)
Dallas E. Lucas 1996 141,300 81,000 -- -- 120,000 -- 960
Senior Vice President
and Chief Financial 1995 131,250 52,500 -- 250,007(7) 60,000(8) -- 1,005
and Accounting 1994(5) 81,587 50,000 -- -- 58,000(9) -- 625
Officer
David M. Dean 1996 141,300 81,000 -- -- 120,000 -- 960
Senior Vice President, 1995 131,250 52,500 -- 100,015(7) 60,000(8) -- 1,005
Law, and Secretary 1994(5) 52,083 15,000 -- -- 48,000(9) -- 521
James M. Eidson, Jr. 1996 138,740 331,000 -- -- 210,000 -- 960
Senior Vice President, 1995 117,949 392,442 273,758(10) -- 60,000(8) -- --
Acquisitions 1994(5) 53,125 -- -- -- -- -- --
</TABLE>
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(1) Excludes James S. Wassel, who resigned from his position as an executive
officer and employee of the General Partner in May 1997. For 1994, 1995 and
1996, Mr. Wassell's salary was $200,000, $200,000 and $143,950,
respectively, and his bonus for each of such years was $110,000 $55,000 and
$39,000, respectively. Had the Company been in existence during the entire
period of 1994, Mr. Wassel's base salary would have been $200,000. In
addition, the Company issued 1,196 Units valued at $16.75 (a total of
$20,033) to Mr. Wassel in 1995 as non-cash bonus compensation. In 1995 and
1996, the Company granted Mr. Wassel options to purchase 10,000 and 60,000
Common Shares, respectively. The options granted in 1995 were based on Mr.
Wassel's performance in 1994.
(2) All amounts in this column represent matching contributions to the Crescent
Real Estate Equities, Ltd. 401(k) Plan.
(3) The number of securities underlying options granted represent the number of
Common Shares issuable following (i) exercise of Plan Options for Plan Units
on a one-for-one basis and (ii) assuming shareholder approval of Exchange
Rights for such Plan Units, the exchange of Plan Units for Common Shares
on a one-for-two basis.
(4) Mr. Haddock served as President and Chief Operating Officer of the Company
from the Company's inception in 1994 to December 19, 1996.
(5) Had the Company been in existence during the entire period of 1994, base
salaries would have been $160,000, $160,000, $125,000, $125,000, and $85,000
for Messrs. Haddock, Goff, Lucas, Dean, and Eidson, respectively.
(6) Mr. Goff served as Chief Executive Officer of the Company from the Company's
inception in 1994 to December 19, 1996.
(7) The Company issued 16,598 and 6,640 Restricted Shares on June 12, 1995 at a
market price of $15.0625 and vest annually in equal one-fifth installments
to Mr. Lucas and Mr. Dean, respectively. Dividends are paid on the
Restricted Shares to the holder of the Restricted Shares.
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(8) Represents shares underlying options granted in March 1996 based on
individual's performance in 1995.
(9) Includes 8,000 shares underlying options granted in 1995 based on
individual's performance in 1994.
(10) The Company issued 19,044 Units valued at $14.375 to Mr. Eidson as
non-cash bonus compensation. The Units are exchangeable for Common Shares
on a one-for-two basis.
Certain information regarding options granted to the named executive
officers for the year ended December 31, 1996. The Company has not granted any
SARs.
TABLE 2
OPTION/SAR GRANTS FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE AT
ASSUMED ANNUAL
NUMBER OF % OF TOTAL RATES OF STOCK
SECURITIES OPTIONS PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM*
OPTIONS EMPLOYEES IN OR BASE EXPIRATION --------------------
NAME(1) GRANTED(#) FISCAL YEAR PRICE($/SH.) DATE 5% 10%
---- ---------- ------------ ------------ ------------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Gerald W. Haddock................ 2,000,000(2) 41.2% $17.5625 July 2006 $22,090 $55,980
John C. Goff..................... 2,000,000(2) 41.2% $17.5625 July 2006 $22,090 $55,980
Dallas E. Lucas.................. 120,000(3) 2.5% $21.8125 November 2006 $ 1,646 $ 4,172
David M. Dean.................... 120,000(3) 2.5% $21.8125 November 2006 $ 1,646 $ 4,172
James M. Eidson, Jr.............. 210,000(4) 4.3% $20.5982 July/November $ 2,720(4) $ 6,894(4)
2006(3)
</TABLE>
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* Potential Realizable Value is the change in share price of securities
underlying options granted, based on the assumed annual growth rates shown
over their 10-year option term. For example, a 5% growth rate, compounded
annually, for Mr. Goff's grant results in a share price of $28.61 per share
and a 10% growth rate, compounded annually, results in a share price of
$45.55 per share. These potential realizable values are listed to comply
with the regulations of the Securities and Exchange Commission (the
"Commission"), and the Company cannot predict whether these values will be
achieved. Actual gains, if any, on share option exercise are dependent on
the future performance of the shares.
(1) Excludes James S. Wassel, who resigned from his position as an executive
officer and employee of the General Partner in May 1997. For 1996,
the Company granted options to purchase 60,000 Common Shares to Mr. Wassell,
representing 1.2% of the total options granted to employees for 1996. The
options have an exercise price of $20.5982 per Common Share and expire in
November 1996. The "potential realizable value" of such options (see above
note explaining the calculation thereof) at a 5% and 10% assumed annual rate
of stock price appreciation for the option term is $823 and $2,086
respectively.
(2) The number of securities underlying options granted represent the number of
Common Shares issuable following (i) exercise of Plan Options for Plan Units
on a one-for-one basis and, (ii) assuming shareholder approval of Exchange
Rights for such Plan Units, the exchange of Plan Units for Common Shares on
a one-for-two basis. Plan Options relating to 1,500,000 Common Shares vest
in equal one-seventh installments on July 16, 1997, 1998, 1999, 2000, 2001,
2002 and 2003; Plan Options relating to 500,000 Common Shares vested on
January 8, 1997.
(3) Vest in equal one-fifth installments on November 19, 1997, 1998, 1999, 2000
and 2001.
(4) Options relating to 150,000 Common Shares (i) vest in equal one-fifth
installments on November 19, 1997, 1998, 1999, 2000 and 2001, (ii) have an
expiration date of November 2006 and (iii) have a potential realizable value
of $2,058 and $5,215 based on 5% and 10%, respectively, assumed annual rates
of stock price appreciation for the option term. Options relating to the
remaining 60,000 Common Shares (i) vest in equal one-fifth installments on
July 16, 1997, 1998, 1999, 2000 and 2001, (ii) have an expiration date of
July 2006 and (iii) have a potential realizable value of $662 and $1,679
based on 5% and 10%, respectively, assumed annual rates of stock price
appreciation for the option term.
7
<PAGE> 10
The following table provides information about option exercises by the
named executive officers in the last fiscal year and options held by each of
them at December 31, 1996. The Company has not granted any SARs.
TABLE 3
OPTION VALUES AT DECEMBER 31, 1996
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS
SHARES FISCAL YEAR END(#) AT FISCAL YEAR END($)(4)
ACQUIRED ON VALUE ---------------------------- ---------------------------
NAME(1) EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Gerald W. Haddock................. -- -- 893,314(2) 1,759,158(3) $ 9,543 $16,494
John C. Goff...................... -- -- 1,052,936(2) 1,838,968(3) $11,758 $17,602
Dallas E. Lucas................... -- -- 34,933 203,067 $ 484 $ 1,477
David M. Dean..................... -- -- 21,600 206,400 $ 289 $ 1,513
James M. Eidson, Jr............... -- -- -- 270,000 -- $ 1,824
</TABLE>
- ---------------
(1) Excludes James S. Wassel, who resigned from his position as an executive
officer and employee of the General Partner in May 1997. At December 31,
1996, Mr. Wassel held exercisable options to acquire 2,000 Common Shares,
and unexercisable options to acquire 128,000 Common Shares. The value of the
unexercised in-the-money options held by Mr. Wassel at December 31, 1996
was $27 for exercisable options and $683 for unexercisable options. Upon Mr.
Wassel's resignation, all unexercisable options lapsed.
(2) The number of securities underlying exercisable but unexercised options
includes 500,000 Common Shares. Such Common Shares may be issued following
exercise of Plan Options for Plan Units on a one-for-one basis and, assuming
shareholder approval of Exchange Rights for such Plan Units, the exchange
of Plan Units for Common Shares on a one-for-two basis.
(3) The number of securities underlying unexercisable and unexercised options
includes 1,500,000 Common Shares. Such Common Shares may be issued following
vesting and exercise of Plan Options for Plan Units on a one-for-one basis
and, assuming shareholder approval of Exchange Rights for such Plan Units,
the exchange of Plan Units for Common Shares on a one-for-two basis.
(4) Market value of securities underlying in-the-money options based on the
closing price of the Company's Common Shares on December 31, 1996 (the last
trading day of the fiscal year) on the New York Stock Exchange of $26.375,
minus exercise price.
TRUST MANAGERS COMPENSATION
Each trust manager who is not also an officer of the Company receives an
annual fee of $20,000 (payable in cash or, at the election of the trust manager,
in Common Shares with the equivalent fair market value), a meeting fee of $1,000
for each Board of Trust Managers (but not committee) meeting attended (in person
or by telephone) and reimbursement of expenses incurred in attending meetings.
Trust Managers who are also officers receive no separate compensation for their
service as trust managers.
EMPLOYMENT AGREEMENTS
As part of the transactions in connection with the formation of the
Company, the Operating Partnership assumed Employment Agreements between
Rainwater, Inc., and each of John C. Goff and Gerald W. Haddock. The Employment
Agreements for Messrs. Goff and Haddock provide that each of them shall receive
minimum base compensation of $160,000 per annum. On July 1, 1995, the General
Partner's Board of Directors increased the salary for each of Messrs. Goff and
Haddock to $240,000 per annum. On March 14, 1996, the General Partner's Board of
Directors increased the salary for each of Messrs. Goff and Haddock to $300,000
per annum and, on March 2, 1997, to $400,000 per annum. The term of each of the
Employment Agreements expires on April 15, 1998, subject to automatic renewal
for one-year terms unless terminated by the Operating Partnership or Messrs.
Goff or Haddock. Such Employment Agreements also require that Messrs. Goff and
Haddock enter into the Noncompetition Agreements described below.
AGREEMENTS NOT TO COMPETE
The Company is dependent on the services of Richard E. Rainwater, John C.
Goff and Gerald W. Haddock. Messrs. Goff and Haddock are employees of the
Company. Mr. Rainwater serves as Chairman of the Board of Trust Managers, but
has no employment agreement with the Company and, therefore, is not obligated to
remain with the Company for any specified term. In connection with the initial
public offering of the Company's Common Shares in May 1994 (the "Initial
Offering"), each of Messrs. Rainwater, Goff and Haddock entered into a
Noncompetition Agreement with the Company that restricts him from engaging in
certain real estate related activities during specified periods of time. The
restrictions imposed by Mr. Rainwater's Noncompetition Agreement will terminate
one year after the later to occur of (i) the date on which Mr. Rainwater ceases
to serve as a trust manager of the Company and (ii) the date on which Mr.
Rainwater's beneficial ownership of the Company (including Common Shares and
Units) first represents less than a 2.5% ownership interest in the Company, but
in no event earlier than May 5, 1997. The Noncompetition Agreements do not
prohibit Messrs. Rainwater, Goff and Haddock from engaging in certain activities
with respect to properties already owned or from making certain passive real
estate investments. The restrictions imposed by Mr. Goff's and Mr. Haddock's
Noncompetition Agreements will terminate one year after the subject individual
first ceases to be a trust manager or an executive officer of the Company.
In addition, each of Messrs. Rainwater, Goff and Haddock has agreed that,
as long as his Noncompetition Agreement remains in effect, real estate
investment opportunities that are presented to him will be offered to the
Company and that, if the Company elects not to make any investment offered to it
by any of them, neither the party who offered such investment opportunity to the
Company nor his controlled affiliates will participate in the investment.
8
<PAGE> 11
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
The following table sets forth the beneficial ownership of Common Shares
and Units for (i) each shareholder of the Company who beneficially owns more
than 5% of the Common Shares and Units; (ii) each trust manager and named
executive officer of the Company or General Partner; and (iii) the trust
managers and executive officers of the Company or General Partner as a group.
Unless otherwise indicated in the footnotes, all Common Shares and all Units are
owned directly by the listed beneficial owner.
BENEFICIAL OWNERSHIP
<TABLE>
<CAPTION>
PERCENT OF
NUMBER PERCENT NUMBER PERCENT NUMBER OF SHARES
NAME AND ADDRESS OF OF OF OF OF SHARES AND AND
BENEFICIAL OWNER(1) SHARES(2) SHARES(3) UNITS(2) UNITS(3) UNITS(2) UNITS(3)
------------------- --------- --------- --------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Richard E. Rainwater............. 7,065,912(4)(5) 7.2% 6,822,962(5) 51.4% 13,888,874 12.5%
John C. Goff..................... 1,005,934(4)(6) 1.0% 1,270,114(7) 9.2% 2,276,048 2.0%
Gerald W. Haddock................ 652,984(4)(6) 0.7% 1,040,638(8) 7.6% 1,693,622 1.5%
Dallas E. Lucas.................. 68,200(4)(6)(9) * -- * 68,200 *
David M. Dean.................... 46,878(4)(6)(9) * -- * 46,878 *
James M. Eidson, Jr.............. 32,720(4)(6) * -- 32,720 *
Anthony M. Frank................. 19,800(4) * -- * 19,800 *
Morton H. Meyerson............... 103,597(10) * 54,858(10) * 158,455 *
William F. Quinn................. 22,597(4) * -- * 22,597 *
Paul E. Rowsey, III.............. 33,997(4) * -- * 33,977 *
Melvin Zuckerman................. 0 * 1,484,566 11.2% 1,484,566 1.4%
FMR Corp......................... 7,190,800(11) 7.5% -- * 7,190,800 6.6%
82 Devonshire Street
Boston, Massachusetts 02109
The Prudential Insurance......... 5,161,696(12) 5.3% -- * 5,161,696 4.7%
Company of America
Prudential Plaza
Newark, New Jersey 07102-3777
Cohen & Steers Capital........... 5,321,200(13) 5.5% -- * 5,321,200 4.8%
Management, Inc.
757 Third Avenue
New York, New York 10017
Trust Managers and Executive
Officers as a Group (19
persons(14))................... 9,162,151(4)(5)(6)(9) 9.2% 10,675,722(5)(7)(8)(10) 74.8% 19,837,873 17.4%
(10)(15)
</TABLE>
- ---------------
* Less than 1%
9
<PAGE> 12
(1) Unless otherwise indicated, the address of each beneficial owner is 777
Main Street, Suite 2100, Fort Worth, Texas 76102.
(2) All information is as of April 28, 1997 unless otherwise indicated. As of
such date, 96,488,489 shares of Common Stock ("Shares") and 13,267,072
Units were outstanding. For purposes of this table, a person is deemed to
have "beneficial ownership" of the number of Shares that such person has
the right to acquire within 60 days of April 28, 1997 upon exercise of
options to purchase Common Shares ("Options") granted pursuant to the
Company's 1994 Stock Incentive Plan and the Amended 1995 Plan or, for
Units, upon the exchange of Units for Common Shares on a one-for-two basis
(assuming the Company elects to issue Shares rather than pay cash upon such
exchange). The total number of Units outstanding represents approximately
12.1% of the total partnership interests in the Operating Partnership.
(3) For purposes of computing the percentage of outstanding Shares held by each
person, all Common Shares that such person has the right to acquire within
60 days pursuant to the exercise of Options or upon the exchange of Units
for Common Shares are deemed to be outstanding, but are not deemed to be
outstanding for the purpose of computing the ownership percentage of any
other person. For purposes of computing the percentage of outstanding Units
and the percentage of outstanding Shares and Units held by each person, all
Units that such person has the right to acquire within 60 days upon the
exchange of Units for Common Shares on a one-for-two basis are deemed to be
outstanding.
(4) The number of Shares beneficially owned by the following persons includes
the number of Shares indicated due to the vesting of Options: Richard E.
Rainwater -- 1,165,624; John C. Goff -- 891,904; Gerald W. Haddock --
652,472; Dallas E. Lucas -- 50,200; David M. Dean -- 40,400; James M.
Eidson, Jr. -- 12,000; Anthony M. Frank -- 2,800; William F. Quinn -17,800;
Paul E. Rowsey, III -- 32,800; and Trust Managers and Executive Officers as
a Group -- 2,951,600.
(5) The number of Shares and Units beneficially owned by Richard E. Rainwater
includes 1,200,000 Shares and 126,588 Units owned by trusts established for
the benefit of Mr. Rainwater's children, and 460,000 Shares and 1,780 Units
owned by Darla Moore, who is Mr. Rainwater's spouse. Mr. Rainwater
disclaims beneficial ownership as to all such 1,660,000 Shares and 128,368
Units. In addition, the number of Shares and Units beneficially owned by
Mr. Rainwater includes 2,206,374 Shares and 6,335,126 Units owned
indirectly by Mr. Rainwater, including (i) 12,346 Shares and 49,506 Units
owned by Rainwater, Inc., a Texas corporation, of which Mr. Rainwater is
the sole director and owner, (ii) 10,070 Units owned by Tower Holdings,
Inc., a Texas corporation, of which Mr. Rainwater is the sole director and
owner, (iii) 33,296 Units owned by 777 Main Street Corporation, a Texas
corporation, of which Mr. Rainwater is the sole director and owner, (iv)
2,425,836 Units owned by Rainwater Investor Partners, Ltd., a Texas limited
partnership, of which Rainwater Inc. is the sole general partner, (v)
555,424 Units owned by Rainwater RainAm Investors, L.P., a Texas limited
partnership, of which Rainwater, Inc. is the sole general partner, (vi)
3,260,994 Units owned by Office Towers LLC, a Nevada limited liability
company, of which Mr. Rainwater and Rainwater, Inc. own an aggregate 100%
interest, and (vii) 2,194,028 Shares owned by the Richard E. Rainwater 1995
Charitable Remainder Unitrust No. 1, of which Mr. Rainwater is the sole
trustee.
(6) The number of Shares beneficially owned by the following persons includes
the number of Common Shares indirectly owned through participation in the
Company's 401(k) Plan as of December 31, 1996 as follows: John C. Goff --
500; Gerald W. Haddock -- 512; Dallas E. Lucas -- 402; David M. Dean --
766; James M. Eidson, Jr. -- 272 and Trust Managers and Executive Officers
as a Group -- 5,822.
(7) The number of Units beneficially owned by John C. Goff includes 152,560
Units owned by Goff Family, L.P., a Delaware limited partnership, of which
Mr. Goff is a general partner.
(8) The number of Units beneficially owned by Gerald W. Haddock includes
101,706 Units owned by Haddock Family, L.P., a Delaware limited
partnership, of which Mr. Haddock is a general partner.
10
<PAGE> 13
(9) The number of Shares beneficially owned by Dallas E. Lucas and David M.
Dean includes 13,278 and 5,312 Restricted Shares, respectively that vest
in equal amounts during the next four years. Mr. Lucas and Mr. Dean each
has sole voting power with respect to all such Restricted Shares owned by
him.
(10) The number of Shares beneficially owned by Morton H. Meyerson includes
80,000 Shares owned by trusts established for the benefit of Mr. Meyerson's
children. Mr. Meyerson disclaims beneficial ownership as to all of such
80,000 Shares. The number of Units beneficially owned by Morton H. Meyerson
includes 16,880 Units owned by trusts established for the benefit of Mr.
Meyerson's children. Mr. Meyerson disclaims beneficial ownership as to all
of such Units.
(11) As reported in the Schedule 13G dated February 14, 1997, filed by FMR
Corp., Fidelity Management & Research Company ("Fidelity"), a registered
investment adviser and a wholly owned subsidiary of FMR Corp., is the
beneficial owner of 6,648,800 Shares as a result of its serving as
investment adviser to various registered investment companies (the
"Funds"). Each of Edward C. Johnson III, Chairman of FMR Corp., FMR Corp.,
through its control of Fidelity Management & Research Company, and the
Funds has sole power to dispose of such Shares owned by the Funds. Neither
FMR Corp., nor Edward C. Johnson III has the sole power to vote or direct
the voting of the Shares owned directly by the Funds, which power resides
with the Funds' Boards of Trustees. Fidelity carries out the voting of the
Shares under written guidelines established by the Funds' Boards of
Trustees. In addition to such 6,648,800 Shares, Fidelity Management Trust
Company, a wholly owned subsidiary of FMR Corp., is the beneficial owner of
271,000 Shares as a result of its serving as investment manager of the
institutional account(s). Edward C. Johnson III and FMR Corp., through its
control of Fidelity Management Trust Company, have sole voting and
dispositive power over such 271,000 Shares owned by the institutional
account(s) as reported above. All information presented herein relating to
FMR Corp. and Fidelity is based solely on the Schedule 13G filed by FMR
Corp.
(12) As reported in the Schedule 13G (Amendment No. 1) dated January 28, 1997,
filed by The Prudential Insurance Company of America ("Prudential"),
Prudential may have direct or indirect voting and/or investment discretion
over 5,161,696 Shares which are held for the benefit of Prudential's
clients by its separate accounts, externally managed accounts, registered
investment companies, subsidiaries and/or other affiliates. Prudential is
reporting the combined holdings of these entities for the purpose of
administrative convenience. Prudential has shared voting and dispositive
power with respect to 5,155,096 of such Shares and sole voting and
dispositive power with respect to 6,600 of such Shares. All information
presented herein relating to Prudential is based solely on the Schedule 13G
filed by Prudential.
(13) As reported in the Schedule 13G dated March 7, 1996, filed by Cohen &
Steers Capital Management ("Cohen & Steers"), Cohen & Steers has sole power
to vote or direct the vote of 4,555,600 shares and sole power to dispose of
or direct the disposition of 5,321,200 shares. All information presented
herein relating to Cohen & Steers is based solely on the Schedule 13G filed
by Cohen & Steers.
(14) Excludes James S. Wassel, who resigned from his position as an executive
officer and employee of the General Partner in May 1997. As of April 28,
1997, Mr. Wassel was the beneficial owner of 2,908 Common Shares,
including 2,000 Common Shares attributable to the vesting of options. In
addition, this amount includes 908 Common Shares owned at December 31,
1996 through participation in the Company's 401(k) Plan.
(15) The number of shares beneficially owned by the trust managers and executive
officers as a group includes an aggregate of 5,578 Restricted Shares held
by two executive officers. Such Restricted Shares will vest in equal
amounts during the next four years. Each such executive officer has sole
voting power with respect to all Restricted Shares owned by him.
11
<PAGE> 14
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
At the end of 1996, the Company owned four hotel properties, Hyatt Regency
Beaver Creek, Denver Marriott City Center, Hyatt Regency Albuquerque and Sonoma
Mission Inn & Spa, and two destination health and fitness resorts, Canyon
Ranch-Tucson and Canyon Ranch-Lenox (collectively, the "Hotel Properties"). The
Company has leased each of the Hotel Properties to independent companies (the
"Hotel Lessees") pursuant to six separate leases. The independent companies are
owned 4.5% by each of John C. Goff and Gerald W. Haddock, each of whom is an
officer and trust manager of the Company, and 91% by the Hotel Lessees' asset
managers. Under the leases, each having a term of 10 years, the Hotel Lessees
have assumed the rights and obligations of the property owner under the
management agreement with the hotel operators, as well as the obligation to pay
all property taxes and other charges against the property. As part of each of
the lease agreements for five of the Hotel Properties, the Company has agreed to
fund all capital expenditures relating to furniture, fixtures and equipment
reserves required under the applicable management agreements. The only exception
is Canyon Ranch-Tucson, in which the Hotel Lessee of such property owns all
furniture, fixtures and equipment associated with the property and will fund all
related capital expenditures. Each of the leases provides for the payment by the
respective Hotel Lessee of (i) base rent, with periodic rent increases, (ii)
percentage rent based on a percentage of gross room revenues above a specified
amount and (iii) a percentage of gross food and beverage revenues above a
specified amount. Under the leases, the Hotel Lessees paid an aggregate of
$15,881 in rent to the Company during 1996.
In July 1996, the Company acquired Canyon Ranch-Tucson and in December
1996, the Company acquired Canyon Ranch-Lenox for purchase prices of
approximately $57,000 and $30,000, respectively. Melvin Zuckerman, who became a
trust manager of the Company in November 1996, was the principal shareholder of
the corporation (the "Seller") which owned Canyon Ranch-Tucson and which was
the general partner of the partnership that owned Canyon Ranch-Lenox prior to
the sale to the Company. Of the approximately $57,000 paid by the Company for
Canyon Ranch-Tucson, approximately $27,000 was paid through the issuance of
Units to the Seller. Each of the purchase prices for the acquisitions was
determined as the result of negotiations between the Seller and the Chief
Executive Officer of the Company.
In July 1996, the Company also obtained from the Seller an option to
acquire up to 30% of a management company to be formed by the Seller. The
management company will have all rights to develop and manage new Canyon Ranch
resorts, both within the United States and internationally, and to use and
sublicense the Canyon Ranch name and trademarks. The Company must exercise the
option on or before July 26, 1997, either in full or in three increments, for
an aggregate maximum of $6,000, which amount was determined as the result of
negotiations between the Seller and the Chief Executive Officer of the Company.
Effective March 14, 1996 and July 16, 1996, the Company loaned to each of
Morton M. Meyerson and Anthony M. Frank, independent directors of the Company,
$187 on a recourse basis, pursuant to a plan approved by the Board of Trust
Managers for all holders of options under the 1994 Crescent Real Estate
Equities, Inc. Stock Incentive Plan (the "1994 Plan") and the Amended 1995
Plan. Each of Messrs. Meyerson and Frank used the proceeds of the loan,
together with $75.00 in cash, to acquire 15,000 Common Shares pursuant to the
exercise of 15,000 options that were granted to Messrs. Meyerson and Frank on
May 5, 1994 under the 1994 Plan. Each of the loans bears interest at a fixed
annual rate equal to the dividend yield on the Common Shares as of March 14,
1996 (for Mr. Meyerson's loan) and July 16, 1996 (for Mr. Frank's loan), the
effective date of the applicable loan. Each loan is payable, interest only, on
a quarterly basis from dividends paid with respect to such 7,500 Common Shares,
with a final payment of all accrued and unpaid interest plus the entire
original principal balance due on March 14, 2001 (for Mr. Meyerson's loan) and
July 16, 2001 (for Mr. Frank's loan). Mr. Meyerson's loan is secured by 15,000
Units owned by Mr. Meyerson, and Mr. Frank's loan is secured by 15,000 Common
Shares owned by Mr. Frank. In addition, effective March 14, 1997, the Company
loaned Mr. Meyerson $45 on a recourse basis, and Mr. Meyerson used the proceeds
of the loan, together with $14.00 in cash, to acquire 2,800 Common Shares
pursuant to the exercise of 2,800 options that were granted to Mr. Meyerson on
April 14, 1996 under the Amended 1995 Plan. The loan bears interest at a fixed
annual rate equal to the dividend yield on the Common Shares as of March 14,
1997, is secured by the 2,800 Common Shares, and is payable, interest only, on
a quarterly basis
12
<PAGE> 15
from distributions paid with respect to such 2,800 Common Shares, with a final
payment of all accrued and unpaid interest plus the entire original principal
balance due on March 14, 2002.
Effective in April 1996, the Company purchased 1,187,906 shares of the
Series B Non-Voting Participating Convertible Preferred Stock of Fresh Choice,
Inc. ("Fresh Choice"), a chain of upscale casual restaurants, for a total of
approximately $5,500 ($4.63 per share). Mr. Rainwater is currently the holder
of approximately 9% of the voting common stock of Fresh Choice. The Company
also has the option to purchase up to an additional 593,953 shares of the
Series C Participating Non-Voting Convertible Preferred Stock at a price of
$6.00 per share for a period of three years following the closing of the
initial purchase of preferred stock. The Series B preferred stock is senior to
the common stock of Fresh Choice and all other preferred stock of Fresh Choice.
The Series B preferred stock also is convertible into shares of the common
stock of Fresh Choice on a one-for-one basis (and, under certain conditions
relating to the earnings of Fresh Choice, may be convertible into another class
of preferred stock entitled to elect one-half of the directors of Fresh
Choice), provided that, in order to preserve the Company's REIT status,
conversion is not permitted if it would cause the Company to be treated as the
owner of more than 10% of the outstanding voting securities of Fresh Choice for
federal income tax purposes. In addition, the Company will have the option
until 2006 to purchase all of Mr. Rainwater's stock in Fresh Choice for $7.34
per share, which represents the cost of such shares to Mr. Rainwater plus Mr.
Rainwater's costs associated with the acquisition of such stock and his cost of
capital to hold such stock at the rate of LIBOR plus 50 basis points, adjusted
on a quarterly basis. As compensation for services rendered in connection with
the Fresh Choice investment, the Company also assigned 80,000 of the $6.00
options to Rainwater, Inc.
On January 29, 1997, the Company entered into an agreement to acquire, for
an aggregate purchase price of approximately $400,000, approximately 90
behavioral healthcare facilities (the "Facilities") owned and operated by a
subsidiary of Magellan Health Services, Inc. ("Magellan") and warrants to
purchase shares of Magellan's common stock. The purchase price was determined
as the result of negotiations between the Vice Chairman and the Chief Executive
Officer of the Company and Magellan. The warrants will permit the Company to
purchase up to 1,283,311 shares of common stock of Magellan, at an exercise
price of $30.00 per share, with such warrants exercisable, in increments,
during the period from May 1998 through May 2009. In connection with the
transaction, a new corporation ("Crescent Affiliate") will be formed by the
Company (through a spin-off of shares of Crescent Affiliate to all shareholders
of the Company and limited partners of the Operating Partnership at the time of
the spin-off). It is anticipated that Messrs. Rainwater, Goff and Haddock will
be directors of Crescent Affiliate and will serve as executive officers of
Crescent Affiliate (in the same capacities as for the Company). Crescent
Affiliate and Magellan will form a new limited liability company ("CBHS") to
operate the Facilities. Crescent Affiliate and Magellan each will have a 50%
interest in CBHS, subject to dilution of up to 5% each in connection with
future incentive compensation of management of CBHS. CBHS will lease the
Facilities from the Company pursuant to a triple-net lease with an initial
12-year term (subject to four, five-year renewal options) for annual minimum
rent of $40,000, increasing annually at a 5% compounded annual rate.
Messrs. Rainwater, Goff and Haddock and Mr. Rainwater's children own shares
of Magellan common stock and warrants to acquire Magellan common stock. Mr.
Rainwater, either directly or indirectly, owns approximately 2,475,000 shares,
and warrants to acquire 1,237,500 shares, of Magellan common stock. Mr.
Rainwater's children, either directly or indirectly, own approximately 320,000
shares, and warrants to acquire 160,000 shares, of Magellan common stock.
Messrs. Goff and Haddock each own, directly or indirectly, approximately 57,000
shares, and warrants to acquire 28,500 shares, of Magellan common stock. These
warrants entitle the warrant holders to purchase, at any time until the January
25, 2000 expiration date, shares of Magellan common stock at a purchase price of
$26.15 per share.
Darla D. Moore is married to Mr. Rainwater and is a director of Magellan.
As part of the arrangements pursuant to which Mr. Rainwater acquired securities
of Magellan, an affiliate of Mr. Rainwater has the right to designate a nominee
acceptable to Magellan for election as a director of Magellan for so long as Mr.
Rainwater and his affiliates continue to own beneficially a specified minimum
number of shares of Magellan common stock. Mr. Rainwater's affiliate proposed
Ms. Moore as its nominee for director, and Ms. Moore was elected a director by
the Magellan Board on February 22, 1996.
Management believes that the foregoing transactions are on terms no less
favorable than those that could have been obtained in comparable transactions
with unaffiliated parties.
13
<PAGE> 16
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 30th day of
April, 1997.
CRESCENT REAL ESTATE EQUITIES COMPANY
(Registrant)
BY:
-------------------------------------
Gerald W. Haddock
President and Chief Executive Officer
BY:
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Dallas E. Lucas
Senior Vice President, Chief
Financial and Accounting Officer
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