<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 6, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
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<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>
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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>
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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....... 1,198,664 $37.875(1) $45,399,399(1) $13,757
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</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 September 29, 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 OCTOBER 6, 1997
PROSPECTUS
1,198,664 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
Shareholders of Crescent Equities. See "Selling Shareholders." Crescent Equities
will not receive any of the proceeds from the sale of the Common Shares offered
hereby. A Selling Shareholder, however, may be required to pay to Crescent
Equities a purchase price adjustment pursuant to the Agreement described in this
Prospectus under "Selling Shareholders." 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 OCTOBER 6, 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 76
office properties (the "Office Properties") with an aggregate of approximately
24.6 million net rentable square feet, approximately 90 behavioral healthcare
facilities, five full-service hotels with a total of 1,900 rooms and two
destination health and fitness resorts that can accommodate up to 442 guests
daily, seven retail properties (the "Retail Properties") with an aggregate of
approximately 771,000 net rentable square feet and the real estate mortgages and
non-voting common stock in five residential development corporations (the
"Residential Development Corporations"). The Office Properties and the Retail
Properties are located primarily in 20 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.
As of October 3, 1997, 102,441,850 Common Shares and 6,622,831 Units were
outstanding.
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.
RECENT DEVELOPMENTS
PENDING INVESTMENTS
U.S. Home Building. The Company has entered into an agreement to acquire
the U.S. Home Building, a 21-story Class A office building located in the West
Loop/Galleria suburban office submarket of Houston, Texas, approximately five
miles west of downtown Houston and approximately 2.5 miles west of the Company's
Greenway Plaza properties. Built in 1982, the building is located on
approximately 1.9 acres and contains approximately 400,000 net rentable square
feet. Major tenants of the U.S. Home Building include U.S. Home Corporation and
Nextel Communications, Inc. This acquisition, which is expected to close by the
end of October 1997, is subject to various closing conditions. There is no
assurance that the acquisition will be completed.
PROPOSED INVESTMENT WITH VORNADO REALTY TRUST ("VNO")
On September 29, 1997, the Company entered into a partnership with VNO and
certain affiliates of 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 or
its affiliates will own approximately 60% of the partnership, and the Company or
its affiliates 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,
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the VNO partner will have the right to make all decisions relating to the
partnership. The transaction, including the acquisition of the warehouses, is
expected to be completed in the fourth quarter of 1997, subject to resolution of
various structuring issues and closing conditions. These structuring issues
include 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.
COMPLETED INVESTMENTS
The following briefly describes the Company's Property acquisitions since
June 30, 1997.
The Woodlands Corporation. On July 31, 1997, the Company and certain Morgan
Stanley funds (the "Morgan Stanley Group"), acquired The Woodlands Corporation,
a subsidiary of Mitchell Energy Corporation, for approximately $543 million. In
connection with the acquisition, the Company and the Morgan Stanley Group made
equity investments of approximately $80 million and $109 million, respectively.
The remaining approximately $354 million and associated acquisition and
financing costs of approximately $15 million were financed by the two limited
partnerships, described below, through which the investment was made. The
Woodlands Corporation was the principal owner, developer and operator of The
Woodlands, an approximately 27,000-acre, master-planned residential and
commercial community located 27 miles north of downtown Houston, Texas. The
Woodlands, which is approximately 50% developed, includes a shopping mall,
retail centers, office buildings, a hospital, club facilities, a community
college, a performance pavilion and numerous other amenities.
The acquisition was made through The Woodlands Commercial Properties
Company, L.P. ("Woodlands-CPC"), a limited partnership in which the Morgan
Stanley Group holds a 57.5% interest and the Company holds a 42.5% interest, and
the Woodlands Land Development Company, L.P. ("Woodlands-LDC"), a limited
partnership in which the Morgan Stanley Group holds a 57.5% interest and a newly
formed Residential Development Corporation, The Woodlands Land Company, Inc.
("WLC"), holds a 42.5% interest. The Company currently owns all of the
non-voting common stock, representing a 95% economic interest in WLC and,
effective September 29, 1997, Crescent Operating, Inc. ("COI") owns all of the
voting common stock, representing a 5% economic interest, in WLC. The Company is
the managing general partner of Woodlands-CPC and WLC is the managing general
partner of Woodlands-LDC.
In connection with the acquisition, Woodlands-CPC acquired The Woodlands
Corporation's 25% general partner interest in the partnerships that own
approximately 1.2 million square feet of Office and Retail Properties in The
Woodlands. The Company previously held a 75% limited partner interest in each of
these partnerships and, as a result of the acquisition, the Company's indirect
economic ownership interest in these Properties increased to approximately 85%.
The other assets acquired by Woodlands-CPC include a 364-room executive
conference center, a private golf and tennis club serving approximately 1,600
members and offering 81 holes of golf, and approximately 400 acres of land that
will support commercial development of more than 3.5 million square feet of
office, multi-family, industrial, retail and lodging properties. In addition,
Woodlands-CPC acquired The Woodlands Corporation's general partner interests,
ranging from one to 50 percent, in additional office and retail properties and
in multi-family and light industrial properties. Woodlands-LDC acquired
approximately 6,400 acres of land that will support development of more than
20,000 lots for single-family homes and approximately 2,500 acres of land that
will support more than 21.5 million net rentable square feet of commercial
development. The executive conference center, including the golf and tennis club
and golf courses, is operated and leased by a partnership owned 42.5% by
Crescent Operating, Inc. and 57.5% by the Morgan Stanley Group.
Desert Mountain. On August 29, 1997, the Company acquired, through a newly
formed Residential Development Corporation, Desert Mountain Development
Corporation ("DMDC"), the majority economic interest in Desert Mountain
Properties Limited Partnership ("DMPL"), the partnership that owns Desert
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Mountain, a master-planned, luxury residential and recreational community in
northern Scottsdale, Arizona. The partnership interest was acquired from a
subsidiary of Mobil Land Development Corporation for approximately $235 million.
The sole limited partner of DMPL is Sonora Partners Limited Partnership
("Sonora") whose principal owner is Lyle Anderson, the original developer of
Desert Mountain. A portion of Sonora's interest in DMPL is exchangeable for
Common Shares of the Company. Sonora currently owns a 7% economic interest in
DMPL, and DMDC, which is the sole general partner of DMPL, owns the remaining
93% economic interest. The Company owns all of the non-voting common stock,
representing a 95% economic interest, and, effective September 29, 1997, COI
owns all of the voting common stock, representing a 5% economic interest, in
DMDC. The Company also holds a residential development property mortgage on
Desert Mountain. DMPL has entered into an advisory agreement with the Lyle
Anderson Company pursuant to which Mr. Anderson provides advisory services in
connection with the operation and development of Desert Mountain.
Desert Mountain is an 8,300-acre property that is zoned for the development
of approximately 4,500 lots, approximately 1,500 of which have been sold.
However, the current plans for Desert Mountain contemplate limiting development
in order to maintain the exclusive nature of the community. Desert Mountain also
includes The Desert Mountain Club, a private golf, tennis and fitness club
serving over 1,600 members. The club offers four Jack Nicklaus signature 18-hole
golf courses, including Cochise, site of the Senior PGA Tour's The Tradition
golf tournament.
TRANSACTIONS WITH AFFILIATES OF UNION BANK OF SWITZERLAND
On August 12, 1997, the Company entered into two transactions with
affiliates of Union Bank of Switzerland. In one transaction, the Company sold
4,700,000 Common Shares to one of the affiliates for approximately $148 million
and received approximately $145 million in net proceeds. In the other
transaction, the Company entered into a forward share purchase agreement with a
second affiliate. Under the forward share purchase agreement, the Company
committed to purchase 4,700,000 Common Shares from the second affiliate by
August 12, 1998. The price to be paid by the Company for the 4,700,000 Common
Shares will be determined on the date the Company settles the forward share
purchase agreement and will include a forward accretion component, minus an
adjustment for the Company's distribution rate. The Company may fulfill its
settlement obligations under the forward share purchase agreement in cash or
Common Shares, at its option. As a result, the forward share purchase agreement
will permit the Company to benefit from increases in the market price of its
Common Shares while limiting the risk associated with decreases in the market
price of its Common Shares.
NOTE OFFERING
On September 22, 1997, the Operating Partnership completed a private
offering of senior unsecured Notes (the "Notes") in an aggregate principal
amount of $400,000,000. The Notes were issued in two series, the 6 5/8% Notes
due 2002 (the "2002 Notes") and the 7 1/8% Notes due 2007 (the "2007 Notes").
The 2002 Notes were issued in an aggregate principal amount of $150,000,000,
bear interest at a rate of 6 5/8% per annum payable semi-annually in arrears and
mature on September 15, 2002. The 2007 Notes were issued in an aggregate
principal amount of $250,000,000, bear interest at a rate of 7 1/8% per annum
payable semi-annually in arrears and mature on September 15, 2007. The interest
rate on the Notes is subject to temporary increase by 50 basis points in the
event that a registered offer to exchange the Notes for notes of the Operating
Partnership with terms identical in all material respects to the Notes is not
consummated or a shelf registration statement with respect to the resale of the
Notes is not declared effective by the Securities and Exchange Commission (the
"Commission") on or before the 180th day following the date of original issuance
of the Notes. The interest rate on the Notes also is subject to temporary or
permanent increase by 37.5 basis points in the event that, within the period
from the date of original issuance of the Notes to the first anniversary of
original issuance, the Notes are not assigned, or do not retain, an investment
grade rating (as defined in the Notes) by specified rating agencies. These
adjustments may apply simultaneously.
The Notes are redeemable, in whole or in part, at the option of the
Operating Partnership upon payment of principal, accrued and unpaid interest and
the premium specified in the Notes. The Notes also contain
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certain covenants, including limitations on the ability of the Operating
Partnership and its subsidiaries to incur additional debt, other than certain
intercompany debt that is subordinate to payment of the Notes, unless certain
asset and income tests are satisfied.
FINANCING ACTIVITIES
On September 22, 1997, the Company's line of credit from a consortium of
banks led by BankBoston, N.A. (the "Credit Facility") was increased to $450
million to enhance the Company's financial flexibility in making new real estate
investments. Concurrently with such increase, the interest rate on advances
under the Credit Facility was decreased from the Eurodollar rate plus 138 basis
points to the Eurodollar rate plus 120 basis points. The Credit Facility is
unsecured and expires in June 2000.
SELLING SHAREHOLDERS
This Prospectus relates to the offer and sale from time to time of up to
1,198,664 common shares (the "Shares") of beneficial interest, par value $.01
per share (the "Common Shares"). The Shares are offered by Kemper Investors Life
Insurance Company, an Illinois insurance corporation ("Kemper"), The
Northwestern Mutual Life Insurance Company, a Wisconsin corporation ("NML"), and
Federal Kemper Life Assurance Company, an Illinois insurance corporation
("Federal Kemper") (collectively, the "Selling Shareholders"), in the amounts of
419,532 Shares, 599,332 Shares and 179,800 Shares, respectively.
On October 7, 1996, Kemper and NML each purchased 299,666 Shares from the
Company for $12.5 million (an aggregate purchase price of $25.0 million for the
Shares). The aggregate number of Shares held by the Selling Shareholders has
since been increased to 1,198,664 as a result of the Company's two-for-one stock
split, effected on March 26, 1997, in the form of a 100% share dividend. The
proceeds of the sale of the Shares partially financed the purchase by the
Company of Greenway Plaza, a mix-use development located in Houston, Texas,
which consists of 10 suburban office properties totaling 4.3 million net
rentable square feet, a 389-room full service hotel, a private health and dining
club, a central plant which provides heated and chilled water to the Greenway
Plaza office properties and third parties and six parking garages. Greenway
Plaza was purchased by the Company pursuant to an agreement, dated August 15,
1996, as described below, with certain parties unrelated to the Company,
including, among others, Greenway Plaza, Ltd. and Nine Greenway,
Ltd.(collectively, the "Partnerships"), two partnerships in which NML was a
limited partner and in which an affiliate of Kemper was a limited partner and to
which Kemper and Federal Kemper made loans, either directly or through
participations.
The acquisition of Greenway Plaza was consummated and the Shares were
purchased by Kemper and NML pursuant to an agreement (the "Agreement"), dated as
of August 15, 1996, by and among the Company, the Selling Shareholders, the
Partnerships and certain other entities with interests in the assets of Greenway
Plaza. The Agreement provides that the number of Shares to be purchased by each
of Kemper and NML on the closing date of the acquisition of Greenway Plaza by
the Company (the "Closing Date") would be determined in accordance with a
formula and would equal the number obtained by dividing the purchase price of
the Shares by the average of the closing prices per share of the Common Stock as
reported on the New York Stock Exchange for the 10 trading days last preceding
the Closing Date (the "Per Share Closing Value"). The Agreement also provides
that, until October 7, 1997, which is the one-year period ending on the first
anniversary of the Closing Date (the "Lock-up Period"), Kemper and NML are
prohibited from selling or distributing the Shares purchased under the
Agreement, except to their respective affiliates. In December 1996, Kemper sold
30% of the number of Shares it had purchased from the Company to its affiliate,
Federal Kemper, in accordance with the provisions of the Agreement. Federal
Kemper has agreed to be bound by the terms, provisions and conditions of the
section of the Agreement pertaining to the purchase and lock-up of the Shares
and by the Registration Agreement (as defined below) to the same extent and in
the same manner as if Federal Kemper were Kemper.
In the event that Kemper or NML (or an affiliate of Kemper or NML to which
Shares are transferred in accordance with the Agreement) sells any or all of the
Shares purchased by it under the Agreement prior to November 7, 1997 (the 30-day
period immediately following expiration of the Lock-up Period), the
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Agreement provides for a purchase price adjustment payable to the Company,
Kemper or NML, as the case may be, based on (i) the average per Share net
proceeds of such sale and (ii) the Per Share Closing Value ($20.85625 per
share). If the average per Share net proceeds of such sale is less than ninety
percent (90%) of the Per Share Closing Value (or $18.770625 per share), the
Company will be required to pay a purchase price adjustment to the Selling
Shareholders equal to such deficit for each Share sold by November 7, 1997; or
if the average per Share net proceeds of such sale is greater than one hundred
five percent (105%) of the Per Share Closing Value (or $21.8990625 per share),
the Selling Shareholders will be required to pay the Company a purchase price
adjustment equal to such excess for each Share sold by November 7, 1997.
Additionally, if Kemper or NML (or an affiliate of Kemper or NML to which Shares
are transferred in accordance with the Agreement) does not sell all of the
Shares purchased by it under the Agreement prior to November 7, 1997, the
Company, Kemper or NML, as the case may be, is required to pay a purchase price
adjustment based on (i) the average of the closing prices per share of the
Common Stock as reported on the New York Stock Exchange for the last 10 trading
days of the 30-day period immediately following expiration of the Lock-up Period
and (ii) the Per Share Closing Value. If the average of the closing prices per
share of the Common Stock for such 10 trading days is less than ninety percent
(90%) of the Per Share Closing Value (or $18.770625 per share), the Company will
be required to pay a purchase price adjustment to the Selling Shareholders equal
to such deficit for each Share which is not sold by November 7, 1997; or if the
average of the closing prices per share of the Common Stock for such 10 trading
days is greater than one hundred five percent (105%) of the Per Share Closing
Value (or $21.8990625 per share), the Selling Shareholders will be required to
pay the Company a purchase price adjustment equal to such excess for each Share
which is not sold by November 7, 1997. While such purchase price adjustment
cannot currently be determined with any certainty, based on the trading prices
of the Common Stock in the 30 days preceding the date of this Registration
Statement, the Selling Shareholders will be required to pay a purchase price
adjustment to the Company as to the Shares. However, should the stock prices
change in the 30-day period immediately following expiration of the Lock-up
Period, the amount of and party responsible for any such price adjustment
payment could change.
The Shares are being registered hereunder pursuant to and in accordance
with a registration agreement (the "Registration Agreement") which the Company
executed and delivered to Kemper and NML on the Closing Date. The registration
rights granted to Kemper under the Registration Agreement were assigned to
Federal Kemper with respect to those Shares transferred to Federal Kemper by
Kemper in December 1996.
The following chart shows, according to the Company's records, the number
of Common Shares currently held by the Selling Shareholders and the number of
Shares of the Selling Shareholders being offered hereby:
<TABLE>
<CAPTION>
COMMON SHARES
BENEFICIALLY NUMBER OF
NAME OF OWNED PRIOR TO SHARES OFFERED
SELLING SHAREHOLDERS OFFERING(1) HEREBY(1)(2)
-------------------- -------------- ----------------
<S> <C> <C>
Kemper Investors Life Insurance Company..... 419,532 419,532
The Northwestern Mutual Life Insurance
Company................................... 599,332 599,332
Federal Kemper Life Assurance Company....... 179,800 179,800
Total............................. 1,198,664 1,198,664
</TABLE>
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(1) Reflects the Company's two-for-one stock split, effected on March 26, 1997,
in the form of a 100% share dividend.
(2) Based on the number of Common Shares owned as of the date hereof, and
assuming the sale of all of the Shares offered hereby, the Selling
Shareholders will not own any Common Shares upon completion of the Offering.
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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 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 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. A Selling Shareholder, however, may be required to
pay to the Company a purchase price adjustment pursuant to the Agreement as
described above under "Selling Shareholders."
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 Shareholders, and (vi) privately negotiated transactions.
The Selling Shareholders 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
Shareholders 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 Shareholders 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
Shareholders may sell all or any portion of the Shares in reliance upon Rule 144
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 Shareholders 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 Shareholders pursuant to Rule 144.
7
<PAGE> 9
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.
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, as amended on August 14, 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.
8
<PAGE> 10
(12) The Company's Current Report on Form 8-K dated August 11, 1997 and
filed August 13, 1997.
(13) The Company's Current Report on Form 8-K dated September 22, 1997 and
filed September 22, 1997.
(14) The Company's Current Report on Form 8-K dated June 20, 1997 and filed
September 30, 1997, as amended on October 1, 1997.
(15) The Company's Current Report on Form 8-K dated September 22, 1997 and
filed September 30, 1997, as amended on October 1, 1997.
(16) The Company's Current Report on Form 8-K dated and filed September 30,
1997, as amended on October 1, 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 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).
EXPERTS
The financial statements and schedules 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.
9
<PAGE> 11
================================================================================
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.
================================================================================
================================================================================
1,198,664 SHARES
[CRESCENT LOGO]
COMMON SHARES
PROSPECTUS
OCTOBER 6, 1997
================================================================================
<PAGE> 12
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............................................ $13,757
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> 13
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 the 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 Registration Agreement, dated as of October 7, 1996, by and among the Registrant, The
Northwestern Mutual Life Insurance Company and Kemper Investors Life Insurance Company
(filed as Exhibit 4.01 to the Registrant's Current Report on Form 8-K dated and filed
September 27, 1996 (the "1996 Form 8-K") and incorporated herein by reference)
*10.11 Agreement, dated as of August 15, 1996, by and among the Registrant, Crescent Real
Estate Equities Limited Partnership, the Selling Shareholders and other entities
unaffiliated with the Company (filed as Exhibit 10.02 to the 1996 Form 8-K 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 , 1997
(filed herewith)
23.03 Consent of Arthur Andersen LLP, Certified Public Accountants, dated , 1997
(filed herewith)
24.01 Powers of Attorney (filed herewith)
</TABLE>
- ---------------
* To be filed by amendment or incorporated by reference.
II-2
<PAGE> 14
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> 15
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 6th day of
October, 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 October 6, 1997
- ----------------------------------------------------- Board
Richard E. Rainwater
/s/ JOHN C. GOFF Trust Manager and Vice Chairman of October 6, 1997
- ----------------------------------------------------- the Board
John C. Goff
/s/ GERALD W. HADDOCK Trust Manager, President and Chief October 6, 1997
- ----------------------------------------------------- Executive Officer (Principal
Gerald W. Haddock Executive Officer)
/s/ DALLAS E. LUCAS Senior Vice President and Chief October 6, 1997
- ----------------------------------------------------- Financial Officer (Principal
Dallas E. Lucas Financial and Accounting
Officer)
/s/ ANTHONY M. FRANK* Trust Manager October 6, 1997
- -----------------------------------------------------
Anthony M. Frank
/s/ MORTON H. MEYERSON* Trust Manager October 6, 1997
- -----------------------------------------------------
Morton H. Meyerson
/s/ WILLIAM F. QUINN* Trust Manager October 6, 1997
- -----------------------------------------------------
William F. Quinn
/s/ PAUL E. ROWSEY, III* Trust Manager October 6, 1997
- -----------------------------------------------------
Paul E. Rowsey, III
/s/ MELVIN ZUCKERMAN* Trust Manager October 6, 1997
- -----------------------------------------------------
Melvin Zuckerman
</TABLE>
*By: /s/ GERALD W. HADDOCK
----------------------------------
Gerald W. Haddock
Attorney-In-Fact
II-4
<PAGE> 16
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 Registration Agreement, dated as of October 7, 1996, by and among the Registrant, The
Northwestern Mutual Life Insurance Company and Kemper Investors Life Insurance Company
(filed as Exhibit 4.01 to the Registrant's Current Report on Form 8-K dated and filed
September 27, 1996 (the "1996 Form 8-K") and incorporated herein by reference)
*10.11 Agreement, dated as of August 15, 1996, by and among the Registrant, Crescent Real
Estate Equities Limited Partnership, the Selling Shareholders and other entities
unaffiliated with the Company (filed as Exhibit 10.02 to the 1996 Form 8-K 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 ,
1997 (filed herewith)
23.03 Consent of Arthur Andersen LLP, Certified Public Accountants, dated ,
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, March 18, 1997 on Carter-Crowley Real Estate Portfolio,
July 23, 1997 on Fountain Place, August 21, 1997 on Miami Center, and August 22,
1997 on Houston Center included in Crescent Real Estate Equities Company's Forms
8-K and to all references to our Firm included in this Registration Statement.
ARTHUR ANDERSEN, LLP
Dallas, Texas
October 6, 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
September 30, 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: October 6, 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: October 6, 1997 /s/ JOHN C. GOFF
---------------------------------------------
John C. Goff
Trust 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: October 6, 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: October 6, 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: October 6, 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: October 6, 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: October 6, 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: October 6, 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: October 6, 1997 /s/ MELVIN ZUCKERMAN
---------------------------------------------
Melvin Zuckerman
Trust Manager
</TABLE>
