<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 28, 1997
CRESCENT REAL ESTATE EQUITIES COMPANY
(Exact name of Registrant as specified in its Charter)
Texas 1-13038 52-1862813
(State of Organization) (Commission File Number) (IRS Employer
Identification Number)
777 Main Street, Suite 2100
Fort Worth, Texas 76102
(Address of Principal Executive Offices) (Zip Code)
(817) 877-0477
(Registrant's telephone number, including area code)
<PAGE> 2
Item 5. Other Events.
On September 29, 1997, Crescent Real Estate Equities Company, a Texas real
estate investment trust (collectively with its subsidiaries, the "Company"),
entered into a partnership with Vornado Realty Trust and certain of its
affiliates (collectively, "VNO") to participate in the acquisition, for an
aggregate purchase price (including the assumption of certain debt) of
approximately $949 million, of Americold Corporation ("Americold") and URS
Logistics, Inc. ("URS"), two companies which currently own and operate
approximately 79 refrigerated warehouses with an aggregate of approximately 368
million cubic feet. Americold and URS, the two largest suppliers of public
refrigerated warehouse space in the United States, operate the warehouses
pursuant to arrangements with national food suppliers such as Tyson Foods, Kraft
Foods, ConAgra and Pillsbury. VNO will own approximately 60% of the partnership,
and the Company will own the remaining approximately 40%. Although the terms of
the definitive partnership agreement are subject to negotiation, the existing
agreement provides that certain major decisions require approval of both
partners. Other than these decisions, the VNO partner will have the right to
make all decisions relating to the partnership.
The acquisition of Americold and URS, which is expected to close on October
30, 1997, subject to customary closing conditions, will be accomplished through
the formation of two subsidiaries of VNO which will merge into Americold and
URS. Either in the course of the merger of the VNO subsidiaries into Americold
and URS or subsequent thereto, the capital structures of Americold and URS will
be amended so as to provide for voting and nonvoting common stock. VNO and the
Company will own only nonvoting stock of Americold and URS. Other entities, the
identity of which has not been determined at this time, will own all of the
voting stock of Americold and URS. The Company and VNO, through their ownership
of the nonvoting stock, will own substantially all of the economic interest in
Americold and URS (approximately 98%). At this time, it has not been
determined whether the partnership between the Company and VNO will acquire
only nonvoting stock at the time of the closing of the acquisition of Americold
and URS or whether the Company and VNO will transfer all of the voting stock
subsequent to the closing of the acquisition. The Company expects to offer its
interest in the voting stock of Americold and URS to Crescent Operating, Inc.,
but no offer has been made at this time.
If the Company and VNO acquire voting stock at the time of the
acquisition, it is intended that the transfer of the voting stock to other
entities will take place in the near future and in no event later than
December 31, 1997. In order to maintain REIT qualification, the Company and
VNO must transfer all of the voting stock on or before January 30, 1998. The
final structure of the transaction will depend on the resolution of various
structuring issues, including the identity and nature of the entities that
will own Americold and URS; certain terms of the partnership agreement; the
identification and division of the assets that will be owned by the
partnership and any assets that may be owned by an entity formed to conduct
the business operations currently conducted by Americold and URS; the
structure of the entity that will operate the warehouses; and the nature and
terms of any lease that may be entered into between the operating entity and
the owner of the warehouses. There can be no assurance that the transaction
will be completed.
Item 7(c). Exhibits.
None.
2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: October 27, 1997 CRESCENT REAL ESTATE EQUITIES COMPANY
By: /s/ DALLAS E. LUCAS
---------------------------
Dallas E. Lucas
Senior Vice President and
Chief Financial Officer
