<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 18, 1997
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
CRESCENT REAL ESTATE EQUITIES COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<C> <C>
TEXAS 52-1862813
(State or other jurisdiction (I.R.S. Employer
of organization) Identification No.)
</TABLE>
777 MAIN STREET, SUITE 2100
FORT WORTH, TEXAS 76102
TELEPHONE: (817) 877-0477
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
---------------------
GERALD W. HADDOCK
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CRESCENT REAL ESTATE EQUITIES COMPANY
777 MAIN STREET, SUITE 2100
FORT WORTH, TEXAS 76102
TELEPHONE: (817) 877-0477
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
Copies to:
<TABLE>
<C> <C>
ROBERT B. ROBBINS, ESQ. DAVID M. DEAN, ESQ.
SYLVIA M. MAHAFFEY, ESQ. CRESCENT REAL ESTATE EQUITIES COMPANY
SHAW, PITTMAN, POTTS & TROWBRIDGE 777 MAIN STREET, SUITE 2100
2300 N STREET, N.W. FORT WORTH, TEXAS 76102
WASHINGTON, D.C. 20037
</TABLE>
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: From time to time after the effective date of the Registration
Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434
of the Securities Act of 1933, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED SHARE PRICE REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, par value $.01....... 1,123,238 $31.3438(1) $35,206,547.23(1) $10,669
==================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act of 1933 and based upon prices on the
New York Stock Exchange on August 11, 1997.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE> 2
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws
of any such State.
SUBJECT TO COMPLETION, DATED AUGUST 18, 1997
PROSPECTUS
1,123,238 SHARES
[CRESCENT LOGO]
COMMON SHARES
------------------------
All of the common shares of beneficial interest, par value $.01 per share
(the "Common Shares"), of Crescent Real Estate Equities Company ("Crescent
Equities"), offered hereby (the "Offering") are being offered by the Selling
Shareholder of Crescent Equities. See "Selling Shareholder." Crescent Equities
will not receive any of the proceeds from the sale of the Common Shares offered
hereby. The Common Shares are listed and traded on the New York Stock Exchange
(the "NYSE") under the symbol "CEI."
The sale or distribution of all or any portion of the Common Shares offered
hereby may be effected from time to time by the Selling Shareholders directly,
indirectly through brokers or dealers or in a distribution by one or more
underwriters on a firm commitment or best efforts basis, on the NYSE, in the
over-the-counter market, on any national securities exchange on which the Common
Shares are listed or traded, in negotiated transactions or otherwise, at the
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. See "Plan of Distribution."
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
THE DATE OF THIS PROSPECTUS IS AUGUST , 1997
<PAGE> 3
THE COMPANY
On December 31, 1996, Crescent Real Estate Equities Company, a Texas real
estate investment trust ("Crescent Equities"), became the successor to Crescent
Real Estate Equities, Inc., a Maryland corporation (the "Predecessor
Corporation"), through the merger of the Predecessor Corporation and CRE Limited
Partner, Inc., a subsidiary of the Predecessor Corporation, into Crescent
Equities. The term "Company" includes, unless the context otherwise requires,
Crescent Equities, the Predecessor Corporation, Crescent Real Estate Equities
Limited Partnership, a Delaware limited partnership (the "Operating
Partnership"), and the other subsidiaries of Crescent Equities.
The Company is a fully integrated real estate company, operated as a REIT,
which owns a portfolio of real estate assets (the "Properties") that includes 72
office properties (the "Office Properties") with an aggregate of approximately
21.0 million net rentable square feet, four full-service hotels with a total of
1,471 rooms and two destination health and fitness resorts that can accommodate
up to 442 guests daily, approximately 90 behavioral healthcare facilities, six
retail properties (the "Retail Properties") with an aggregate of approximately
.6 million net rentable square feet and the real estate mortgages and non-voting
common stock in four residential development corporations (the "Residential
Development Corporations"). The Office Properties and the Retail Properties are
located primarily in 19 metropolitan submarkets in Texas and Colorado.
The Company owns its assets and carries on its operations and other
activities, including providing management, leasing and development services for
certain of its Properties, through the Operating Partnership and its other
subsidiaries. The Company also has an economic interest in the development
activities of the Residential Development Corporations. The structure of the
Company is designed to facilitate and maintain its qualification as a REIT and
to permit persons contributing Properties (or interests therein) to the Company
to defer some or all of the tax liability that they otherwise might incur.
The Company's executive offices are located at 777 Main Street, Suite 2100,
Fort Worth, Texas 76102, and its telephone number is (817) 877-0477.
SELLING SHAREHOLDERS
This Prospectus relates to the offer and sale from time to time of up to
1,123,238 common shares (the "Shares") of beneficial interest, par value $.01
per share (the "Common Shares"). The Shares are offered by Canyon Ranch, Inc.
(the "Selling Shareholder"). The Company acquired Canyon Ranch-Tucson and Canyon
Ranch-Lenox, two destination health and fitness resorts, in July and December,
1996, respectively. The Company purchased Canyon Ranch-Tucson from the Selling
Shareholder for approximately $57,000,000, approximately $27,000,000 of which
was paid through the issuance of units of ownership interest in the Operating
Partnership ("Units"). The Company purchased Canyon Ranch-Lenox from a
partnership whose general partner was the Selling Shareholder for approximately
$27,000,000, including the assumption of approximately $8,000,000 in mortgage
debt secured by the property.
Melvin Zuckerman, who has been a trust manager of the Company since
November 1996, is and was at the time of the sales of Canyon Ranch-Tucson and
Canyon Ranch-Lenox, the principal shareholder and Chief Executive Officer of the
Selling Shareholder. Mr. Zuckerman is also the founder and developer of the
Canyon Ranch health and fitness resorts.
In July 1996, the Company also acquired the right to acquire up to 30% of
CR License, L.L.C., a management company formed by the Selling Shareholder, the
majority interest in which is currently held by the Zuckerman family. CR
License, L.L.C. has the rights to develop and manage new Canyon Ranch resorts,
both within the United States and internationally. CR License, L.L.C. also has
the authority to use and sublicense the Canyon Ranch name and trademarks on a
worldwide basis for business opportunities. Initially, the Company had until
July 26, 1997 to first exercise its option. However, the first exercise period
for the option has been extended until a date to be mutually agreed upon by the
Company and the Selling Shareholder, provided however that, if no agreement has
been reached by September 30, 1997, the first
2
<PAGE> 4
exercise date shall be extended for one year to July 26, 1998. At such time, the
Company can exercise its option in full or in three increments, for an aggregate
maximum of $6,000,000.
From July 26, 1996 through February 1997, the Company leased Canyon
Ranch-Tucson to Canyon Ranch Leasing, L.L.C., the majority interest in which is
held by Melvin Zuckerman. During this period, Canyon Ranch Leasing, L.L.C. made
approximately $1,400,000 in lease payments to the Company. In February 1997,
pursuant to the original agreement for the purchase of Canyon Ranch-Tucson by
the Company, Canyon Ranch Leasing, L.L.C. transferred its lessee interest, for
nominal consideration, to RoseStar Management LLC, 4.5% of which is owned by
each of Gerald W. Haddock and John C. Goff, the President and Chief Executive
Officer and the Vice Chairman of the Company, respectively.
In addition, Canyon Ranch-Tucson and Canyon Ranch-Lenox are managed by
Canyon Ranch Management, L.L.C., the majority interest in which is held by
Melvin Zuckerman.
The following chart shows, according to the Company's records, the number
of Units currently held by the Selling Shareholder and the number of Shares of
the Selling Shareholder issuable upon conversion of the Units and being offered
hereby:
<TABLE>
<CAPTION>
UNITS
(COMMON SHARES)
BENEFICIALLY NUMBER OF
NAME OF OWNED PRIOR TO SHARES OFFERED
SELLING SHAREHOLDER OFFERING(1) HEREBY(2)
------------------- --------------- ----------------
<S> <C> <C>
Canyon Ranch, Inc. ......................... 561,619 1,123,238
------- ---------
</TABLE>
- ---------------
(1) Represents Units exchangeable for Common Shares on a one-for-two basis.
(2) Based on the number of Units and Common Shares owned as of the date hereof,
and assuming the sale of all of the Shares offered hereby, the Selling
Shareholder will not own any Units or Common Shares upon completion of the
Offering.
PLAN OF DISTRIBUTION
The sale or distribution of all or any portion of the Shares may be
effected from time to time by the Selling Shareholder directly, indirectly
through brokers or dealers or in a distribution by one or more underwriters on a
firm commitment or best efforts basis, on the NYSE, in the over-the-counter
market, on any other national securities exchange on which the Common Shares are
listed or traded, in negotiated transactions or otherwise, at the market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Company will not receive any of the proceeds
from the sale of the Shares.
The methods by which the Shares may be sold or distributed include, without
limitation, (i) a block trade (which may involve crosses) in which the broker or
dealer so engaged will attempt to sell the Shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction, (ii)
purchases by a broker or dealer as principal and resale by such broker or dealer
for its account pursuant to this Prospectus, (iii) exchange distributions and/or
secondary distributions in accordance with the rules of the NYSE, (iv) ordinary
brokerage transactions and transactions in which the broker solicits purchasers,
(v) pro rata distributions as part of the liquidation and winding up of the
affairs of the Selling Shareholder, and (vi) privately negotiated transactions.
The Selling Shareholder may from time to time deliver all or a portion of the
Shares to cover a short sale or sales or upon the exercise, settlement or
closing of a call equivalent position or a put equivalent position. The Selling
Shareholder and the broker-dealers participating in the distribution of the
Shares may be deemed "underwriters" within the meaning of the Securities Act of
1933, as amended (the "Securities Act") and any profit on the sale of the Shares
by the Selling Shareholder and any commissions received by any such
broker-dealers may be regarded as underwriting commissions under the Securities
Act. Underwriters, brokers, dealers or agents may be entitled, under agreements
with the Company, to indemnification against and contribution toward certain
civil liabilities, including liabilities under the Securities Act. The Selling
Shareholder may sell all or any portion of the Shares in reliance upon Rule 144
3
<PAGE> 5
under the Securities Act. The Shares may be sold from time to time at varying
prices determined at the time of sale or at negotiated prices.
The Company will pay all expenses in connection with the registration of
the Shares. The Selling Shareholder will pay for any brokerage or underwriting
commissions and taxes of any kind (including, without limitation, transfer
taxes) with respect to any disposition, sale or transfer of the Shares.
Shares not sold pursuant to the registration statement on Form S-3 of which
this Prospectus is a part (the "Registration Statement"), may be subject to
certain restrictions under the Securities Act and could be sold, if at all, only
pursuant to Rule 144 or other exemption from the registration requirements of
the Securities Act. In general, under Rule 144, a person (or persons whose
Shares are aggregated) who has satisfied a one-year holding period may, under
certain circumstances, sell within any three-month period a number of Shares
which does not exceed the greater of one percent of the Company's outstanding
Common Shares or the average weekly reported trading volume of the Company's
Common Shares during the four calendar weeks prior to such sale. Rule 144 also
permits, under certain circumstances, the sale of Shares by a person who is not
an affiliate of the Company and who has satisfied a two-year holding period
without any volume limitation. Therefore, both during and after the
effectiveness of the Registration Statement, sales of the Shares may be made by
the Selling Shareholder pursuant to Rule 144.
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected at the Public Reference Section maintained by the
Commission at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549 and the following regional offices of the Commission: Citicorp
Center, Suite 1400, 500 West Madison Street, Chicago, Illinois 60661-2511 and
Seven World Trade Center, Suite 1300, New York, New York 10048. Copies of such
material can be obtained from the Public Reference Section of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. The Commission also maintains a Web site (http://www.sec.gov) that
contains reports, proxy statements and other information regarding registrants
that file electronically with the Commission. In addition, the Company's Common
Shares are listed on the NYSE and such reports, proxy statements and other
information concerning the Company can be inspected at the offices of the NYSE,
20 Broad Street, New York, New York 10005.
The Company has filed with the Commission the Registration Statement, of
which this Prospectus is a part, under the Securities Act, with respect to the
Shares. This Prospectus does not contain all of the information set forth in the
Registration Statement, certain portions of which have been omitted as permitted
by the rules and regulations of the Commission. Statements contained in this
Prospectus as to the contents of any contract or other documents are not
necessarily complete, and in each instance, reference is made to the copy of
such contract or documents filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such reference and the
exhibits and schedules thereto. For further information regarding the Company
and the Shares, reference is hereby made to the Registration Statement and such
exhibits and schedules which may be obtained from the Commission at its
principal office in Washington, D.C. upon payment of the fees prescribed by the
Commission.
4
<PAGE> 6
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed below have been filed under the Exchange Act by the
Company (Exchange Act file number 1-13038) with the Commission and are
incorporated herein by reference:
(1) The Registration Statement on Form 8-B filed on March 24, 1997
registering the Common Shares of the Company under Section 12(b) of
the Exchange Act.
(2) The Proxy Statement in connection with the Company's 1997 Annual
Meeting of Stockholders.
(3) The Company's Annual Report on Form 10-K for the year ended December
31, 1996, as amended on April 30, 1997 and May 16, 1997.
(4) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997.
(5) The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1997.
(6) The Company's Current Report on Form 8-K dated January 29, 1997 and
filed March 24, 1997, as amended on April 9, 1997, April 24, 1997, May
23, 1997 and July 2, 1997.
(7) The Company's Current Report on Form 8-K dated February 28, 1997 and
filed March 17, 1997, as amended on March 21, 1997.
(8) The Company's Current Report on Form 8-K dated April 9, 1997 and filed
April 10, 1997, as amended on April 24, 1997.
(9) The Company's Current Report on Form 8-K dated April 22, 1997 and
filed April 24, 1997.
(10) The Company's Current Report on Form 8-K dated May 8, 1997 and filed
May 12, 1997.
(11) The Company's Current Report on Form 8-K dated July 22, 1997 and filed
July 23, 1997.
(12) The Company's Current Report on Form 8-K dated August 11, 1997 and
filed August 13, 1997.
All documents filed subsequent to the date of this Prospectus pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to termination
of the offering of Shares to which this Prospectus relates shall be deemed to be
incorporated by reference in this Prospectus and shall be part hereof from the
date of filing of such document.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained in this
Prospectus (in the case of a statement in a previously filed document
incorporated or deemed to be incorporated by reference herein), or in any other
subsequently filed document that is also incorporated or deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus except as so
amended or superseded. Subject to the foregoing, all information appearing in
this Prospectus is qualified in its entirety by the information appearing in the
documents incorporated by reference.
The Company undertakes to provide without charge to each person to whom a
copy of this Prospectus has been delivered, upon the written or oral request of
any such person, a copy of any or all of the documents incorporated by reference
in this Prospectus (other than exhibits and schedules thereto, unless such
exhibits or schedules are specifically incorporated by reference into the
information that this Prospectus incorporates). Written or telephonic requests
for copies should be directed to Crescent Real Estate Equities Company, 777 Main
Street, Suite 2100, Fort Worth, Texas, 76102, Attention: Company Secretary
(telephone number: (817) 877-0477).
5
<PAGE> 7
EXPERTS
The financial statements and schedule incorporated in this Prospectus by
reference to the Company's Annual Report on Form 10-K for the year ended
December 31, 1996, as amended, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said reports.
The financial statements incorporated in this Prospectus by reference to
the Company's Current Reports on Form 8-K (i) dated February 28, 1997 and filed
on March 17, 1997, as amended on March 21, 1997, and (ii) dated January 29, 1997
and filed on March 24, 1997, as amended on April 9, 1996, April 24, 1996, May
23, 1997 and July 2, 1997, respectively have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said reports.
LEGAL MATTERS
The legality of the issuance of the Shares will be passed upon for the
Company by Shaw, Pittman, Potts & Trowbridge.
6
<PAGE> 8
======================================================
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE
BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANY
UNDERWRITERS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCE, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN AFFAIRS OF THE
COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR
SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
======================================================
======================================================
1,123,238 SHARES
[CRESCENT LOGO]
COMMON SHARES
PROSPECTUS
AUGUST , 1997
======================================================
<PAGE> 9
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses to be incurred in connection with the issuance and
distribution of the Common Shares covered by this Registration Statement, all of
which will be paid by the Registrant, are as follows:
<TABLE>
<S> <C>
Registration Fee............................................ $10,669
Printing, Engraving and Filing Expenses..................... $ *
Accounting Fees and Expenses................................ $ *
Legal Fees and Expenses..................................... $ *
Miscellaneous............................................... $ *
-------
Total....................................................... $ *
=======
</TABLE>
- ---------------
* To be supplied by amendment
ITEM 15. INDEMNIFICATION OF TRUST MANAGERS AND OFFICERS.
The Company's Restated Declaration of Trust (the "Declaration of Trust")
provides that no trust manager shall be liable to the Company for any act,
omission, loss, damage, or expense arising from the performance of his duties to
the Company save only for his own willful misfeasance or willful malfeasance or
gross negligence. In addition to, but in no respect whatsoever in limitation of
the foregoing, the liability of each trust manager for monetary damages shall be
eliminated to the fullest extent permitted by applicable law. The Declaration of
Trust also provides that no amendment thereto may limit or eliminate this
limitation of liability with respect to events occurring prior to the effective
date of such amendment.
The Company's Declaration of Trust provides that the trust managers and
officers shall be indemnified to the maximum extent permitted by Texas law.
Under current Texas law, the trust will indemnify a person who was, is, or is
threatened to be made a named defendant or respondent in a proceeding because
the person is or was a trust manager or officer if it is determined that the
person (i) conducted himself in good faith; (ii) reasonably believed: (a) in the
case of conduct in his official capacity as a trust manager or officer of the
real estate investment trust, that his conduct was in the real estate investment
trust's best interests; and (b) in all other cases, that his conduct was at
least not opposed to the real estate investment trust's best interests; and
(iii) in the case of any criminal proceeding, had no reasonable cause to believe
that his conduct was unlawful. Except to the extent provided in the following
sentence, a trust manager or officer may not be indemnified (i) in respect of a
proceeding in which the person is found liable on the basis that personal
benefit was improperly received by him, whether or not the benefit resulted from
an action taken in the person's official capacity; or (ii) in which the person
is found liable to the real estate investment trust. Notwithstanding the
foregoing, a person may be indemnified against judgments, penalties (including
excise and similar taxes), fines, settlements, and reasonable expenses actually
incurred by the person in connection with the proceeding; provided that if the
person is found liable to the real estate investment trust or is found liable on
the basis that personal benefit was improperly received by the person, the
indemnification (i) is limited to reasonable expenses actually incurred by the
person in connection with the proceeding, and (ii) shall not be made in respect
of any proceeding in which the person shall have been found liable for willful
or intentional misconduct in the performance of his duty to the real estate
investment trust. In addition, the Company's Declaration of Trust and Bylaws
require it to pay or reimburse, in advance of the final disposition of a
proceeding, reasonable expenses incurred by a present or former trust manager or
officer made a party to a proceeding by reason of his status as a trust manager
or officer, provided that the Company shall have received (i) a written
affirmation by the trust manager 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 Declaration
of Trust and Bylaws also permit the Company to provide indemnification, payment
or reimbursement of expenses to any employee or agent of the Company
II-1
<PAGE> 10
in such capacity. The Company's Declaration of Trust and Bylaws also permit the
Company to indemnify a person who was or who agreed to appear as a witness or
other participant in a proceeding at a time when he is not named a defendant or
respondent in the proceeding. Any indemnification, payment or reimbursement of
the expenses permitted by the Declaration of Trust and Bylaws shall be furnished
in accordance with the procedures provided for indemnification and payment or
reimbursement of expenses under Texas Real Estate Investment Trust Act for trust
managers.
The limited partnership agreement of the Operating Partnership contains
indemnification provisions comparable to those contained in the Declaration of
Trust.
The Company carries insurance that purports to insure officers and trust
managers of the Company against certain liabilities incurred by them in the
discharge of their official functions.
ITEM 16. EXHIBITS.
The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-3, including those incorporated herein by
reference.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
<C> <S>
*4.01 Restated Declaration of Trust of the Registrant (filed as Exhibit No. 4.01 to the
Registrant's Registration Statement on Form S-3 (File No. 333-21905) (the "1997 Form
S-3") and incorporated herein by reference)
*4.02 Amended and Restated Bylaws of the Registrant (filed as Exhibit 4.02 to the
Registrant's Registration Statement on Form S-3 (File No. 333-23005) and incorporated
herein by reference)
*4.03 Form of Common Share Certificate (filed as Exhibit No. 4.03 to the 1997 Form S-3 and
incorporated herein by reference)
*4.04 First Amended and Restated Agreement of Limited Partnership of Crescent Real Estate
Equities Limited Partnership dated May 5, 1994 (filed as Exhibit 10.01 to the
Registrant's Registration Statement on Form S-11 (File No. 33-78188) and incorporated
herein by reference)
*4.05 Registration Rights Agreement, dated as of June 26, 1996, by and among the Registrant,
Crescent Real Estate Equities Limited Partnership and the Selling Shareholder (filed as
Exhibit 4.02 to the Registrant's Current Report on Form 8-K dated and filed September
27, 1996 and incorporated herein by reference)
*5.01 Opinion of Shaw, Pittman, Potts & Trowbridge as to the legality of the securities being
registered by Crescent Real Estate Equities Company
*23.01 Consent of Shaw, Pittman, Potts & Trowbridge (included in its opinion to be filed as
Exhibit 5.01 to this Registration Statement)
23.02 Consent of Arthur Andersen LLP, Certified Public Accountants, dated August 15, 1997
(filed herewith)
23.03 Consent of Arthur Andersen LLP, Certified Public Accountants, dated August 15, 1997
(filed herewith)
24.01 Powers of Attorney (filed herewith)
</TABLE>
- ---------------
* To be filed by amendment or incorporated by reference.
II-2
<PAGE> 11
ITEM 17. UNDERTAKINGS.
(a) The undersigned 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;
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 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 Section 15(d) of the Exchange Act that
are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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
Commission such indemnification is against public policy as expressed in
the Securities 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 Securities Act and will be governed by
the final adjudication of such issue.
II-3
<PAGE> 12
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-3 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 the 18th day of
August, 1997.
CRESCENT REAL ESTATE EQUITIES COMPANY
By: /s/ GERALD W. HADDOCK
-------------------------------------
Gerald W. Haddock
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<C> <S> <C>
/s/ RICHARD E. RAINWATER* Trust Manager and Chairman of the August 18, 1997
- ----------------------------------------------------- Board
Richard E. Rainwater
/s/ JOHN C. GOFF Trust Manager and Vice Chairman of August 18, 1997
- ----------------------------------------------------- the Board
John C. Goff
/s/ GERALD W. HADDOCK Trust Manager, President and Chief August 18, 1997
- ----------------------------------------------------- Executive Officer (Principal
Gerald W. Haddock Executive Officer)
/s/ DALLAS E. LUCAS Senior Vice President and Chief August 18, 1997
- ----------------------------------------------------- Financial Officer (Principal
Dallas E. Lucas Financial and Accounting
Officer)
/s/ ANTHONY M. FRANK* Trust Manager August 18, 1997
- -----------------------------------------------------
Anthony M. Frank
/s/ MORTON H. MEYERSON* Trust Manager August 18, 1997
- -----------------------------------------------------
Morton H. Meyerson
/s/ WILLIAM F. QUINN* Trust Manager August 18, 1997
- -----------------------------------------------------
William F. Quinn
/s/ PAUL E. ROWSEY, III* Trust Manager August 18, 1997
- -----------------------------------------------------
Paul E. Rowsey, III
/s/ MELVIN ZUCKERMAN* Trust Manager August 18, 1997
- -----------------------------------------------------
Melvin Zuckerman
</TABLE>
*By: /s/ GERALD W. HADDOCK
----------------------------------
Gerald W. Haddock
Attorney-In-Fact
II-4
<PAGE> 13
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
<C> <S>
*4.01 Restated Declaration of Trust of the Registrant (filed as Exhibit No. 4.01 to the
Registrant's Registration Statement on Form S-3 (File No. 333-21905) (the "1997 Form
S-3") and incorporated herein by reference)
*4.02 Amended and Restated Bylaws of the Registrant (filed as Exhibit 4.02 to the
Registrant's Registration Statement on Form S-3 (File No. 333-23005) and incorporated
herein by reference)
*4.03 Form of Common Share Certificate (filed as Exhibit No. 4.03 to the 1997 Form S-3 and
incorporated herein by reference)
*4.04 First Amended and Restated Agreement of Limited Partnership of Crescent Real Estate
Equities Limited Partnership dated May 5, 1994 (filed as Exhibit 10.01 to the
Registrant's Registration Statement on Form S-11 (File No. 33-78188) and incorporated
herein by reference)
*4.05 Registration Rights Agreement, dated as of June 26, 1996, by and among the Registrant,
Crescent Real Estate Equities Limited Partnership and the Selling Shareholder (filed as
Exhibit 4.02 to the Registrant's Current Report on Form 8-K dated and filed September
27, 1996 and incorporated herein by reference)
*5.01 Opinion of Shaw, Pittman, Potts & Trowbridge as to the legality of the securities being
registered by Crescent Real Estate Equities Company
23.01 Consent of Shaw, Pittman, Potts & Trowbridge (included in its opinion to be filed as
Exhibit 5.01 to this Registration Statement)
23.02 Consent of Arthur Andersen LLP, Certified Public Accountants, dated August 15, 1997
(filed herewith)
23.03 Consent of Arthur Andersen LLP, Certified Public Accountants, dated August 15, 1997
(filed herewith)
24.01 Powers of Attorney (filed herewith)
</TABLE>
- ---------------
* To be filed by amendment or incorporated by reference.
<PAGE> 1
EXHIBIT 23.02
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-3 of our report dated
January 17, 1997 included in Crescent Real Estate Equities Company's Form 10-K
for the year ended December 31, 1996, and of our reports dated February 14, 1997
on Trammell Crow Center and March 18, 1997 on Carter-Crowley Operating Real
Estate Portfolio included in Crescent Real Estate Equities Company's Form 8-K
and to all references to our Firm included in this Registration Statement.
ARTHUR ANDERSEN, LLP
Dallas, Texas
August 15, 1997
<PAGE> 1
EXHIBIT 23.03
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-3 of our report dated
November 7, 1996 on the Provider Segment of Magellan Health Services, Inc.
included in Crescent Real Estate Equities Company's Form 8-K dated January 29,
1997, as amended by Form 8-K/A on July 2, 1997, and to all references to our
Firm included in this Registration Statement.
ARTHUR ANDERSEN, LLP
Atlanta, Georgia
August 15, 1997
<PAGE> 1
EXHIBIT 24.01
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Gerald W. Haddock, John C. Goff and David M. Dean, and each of
them, as his true and lawful attorney-in-fact and agent, each with full powers
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, with full power to act alone, to sign any or all
documents (including both pre- and post-effective amendments to this
Registration Statement on Form S-3) 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 said attorneys-in-fact and agents, or
any of them, or any substitute or substitutes for any of them, may lawfully do
or cause to be done by virtue hereof.
<TABLE>
<S> <C>
Date: June 9, 1997 /s/ RICHARD E. RAINWATER
--------------------------------------- ---------------------------------------------
Richard E. Rainwater
Trust Manager and Chairman of the Board
</TABLE>
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Gerald W. Haddock, John C. Goff and David M. Dean, and each of
them, as his true and lawful attorney-in-fact and agent, each with full powers
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, with full power to act alone, to sign any or all
documents (including both pre- and post-effective amendments to this
Registration Statement on Form S-3) 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 said attorneys-in-fact and agents, or
any of them, or any substitute or substitutes for any of them, may lawfully do
or cause to be done by virtue hereof.
<TABLE>
<S> <C>
Date: June 9, 1997 /s/ JOHN C. GOFF
---------------------------------------------
John C. GoffTrust Manager and Vice Chairman
of the Board
</TABLE>
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Gerald W. Haddock, John C. Goff and David M. Dean, and each of
them, as his true and lawful attorney-in-fact and agent, each with full powers
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, with full power to act alone, to sign any or all
documents (including both pre- and post-effective amendments to this
Registration Statement on Form S-3) 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 said attorneys-in-fact and agents, or
any of them, or any substitute or substitutes for any of them, may lawfully do
or cause to be done by virtue hereof.
<TABLE>
<S> <C>
Date: June 9, 1997 /s/ GERALD W. HADDOCK
---------------------------------------------
Gerald W. Haddock
Trust Manager, President and
Chief Executive Officer
</TABLE>
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Gerald W. Haddock, John C. Goff and David M. Dean, and each of
them, as his true and lawful attorney-in-fact and agent, each with full powers
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, with full power to act alone, to sign any or all
documents (including both pre- and post-effective amendments to this
Registration Statement on Form S-3) 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 said attorneys-in-fact and agents, or
any of them, or any substitute or substitutes for any of them, may lawfully do
or cause to be done by virtue hereof.
<TABLE>
<S> <C>
Date: June 9, 1997 /s/ DALLAS E. LUCAS
---------------------------------------------
Dallas E. Lucas
Senior Vice President and Chief Financial
Officer
</TABLE>
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Gerald W. Haddock, John C. Goff and David M. Dean, and each of
them, as his true and lawful attorney-in-fact and agent, each with full powers
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, with full power to act alone, to sign any or all
documents (including both pre- and post-effective amendments to this
Registration Statement on Form S-3) 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 said attorneys-in-fact and agents, or
any of them, or any substitute or substitutes for any of them, may lawfully do
or cause to be done by virtue hereof.
<TABLE>
<S> <C>
Date: June 9, 1997 /s/ ANTHONY M. FRANK
---------------------------------------------
Anthony M. Frank
Trust Manager
</TABLE>
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Gerald W. Haddock, John C. Goff and David M. Dean, and each of
them, as his true and lawful attorney-in-fact and agent, each with full powers
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, with full power to act alone, to sign any or all
documents (including both pre- and post-effective amendments to this
Registration Statement on Form S-3) 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 said attorneys-in-fact and agents, or
any of them, or any substitute or substitutes for any of them, may lawfully do
or cause to be done by virtue hereof.
<TABLE>
<S> <C>
Date: June 9, 1997 /s/ MORTON H. MEYERSON
---------------------------------------------
Morton H. Meyerson
Trust Manager
</TABLE>
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Gerald W. Haddock, John C. Goff and David M. Dean, and each of
them, as his true and lawful attorney-in-fact and agent, each with full powers
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, with full power to act alone, to sign any or all
documents (including both pre- and post-effective amendments to this
Registration Statement on Form S-3) 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 said attorneys-in-fact and agents, or
any of them, or any substitute or substitutes for any of them, may lawfully do
or cause to be done by virtue hereof.
<TABLE>
<S> <C>
Date: June 9, 1997 /s/ WILLIAM F. QUINN
---------------------------------------------
William F. Quinn
Trust Manager
</TABLE>
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Gerald W. Haddock, John C. Goff and David M. Dean, and each of
them, as his true and lawful attorney-in-fact and agent, each with full powers
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, with full power to act alone, to sign any or all
documents (including both pre- and post-effective amendments to this
Registration Statement on Form S-3) 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 said attorneys-in-fact and agents, or
any of them, or any substitute or substitutes for any of them, may lawfully do
or cause to be done by virtue hereof.
<TABLE>
<S> <C>
Date: June 9, 1997 /s/ PAUL E. ROWSEY, III
---------------------------------------------
Paul E. Rowsey, III
Trust Manager
</TABLE>
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Gerald W. Haddock, John C. Goff and David M. Dean, and each of
them, as his true and lawful attorney-in-fact and agent, each with full powers
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, with full power to act alone, to sign any or all
documents (including both pre- and post-effective amendments to this
Registration Statement on Form S-3) 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 said attorneys-in-fact and agents, or
any of them, or any substitute or substitutes for any of them, may lawfully do
or cause to be done by virtue hereof.
<TABLE>
<S> <C>
Date: June 9, 1997 /s/ MELVIN ZUCKERMAN
---------------------------------------------
Melvin Zuckerman
Trust Manager
</TABLE>
