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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
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)
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The Form 8-K of Crescent Real Estate Equities Company (the "Company"),
dated September 28, 1997 and filed October 27, 1997, is being amended to
restate the disclosure contained in Item 5 thereof in its entirety to reflect
updated information relating to the investment by the Company, through its
affiliates, with Vornado Realty Trust and its affiliates in partnerships
formed to acquire two suppliers of refrigerated warehouse space.
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Item 5. Other Events.
Effective September 28, 1997, Crescent Real Estate Equities Company
("Crescent" and, collectively with its subsidiaries, the "Company") entered
into a partnership with Vornado Realty Trust ("Vornado" and, collectively with
its affiliates, "VNO") to participate in the acquisition of Americold
Corporation ("Americold") and URS Logistics, Inc. ("URS"), the two largest
suppliers of refrigerated warehouse space in the United States. On October 30,
1997, the Company and VNO agreed to the termination of that partnership and the
formation of two new partnerships, one of which was formed to consummate the
acquisition of Americold (the "Americold Partnership") and the other to
consummate the acquisition of URS (the "URS Partnership"). The Company, through
two newly formed subsidiaries (the "Crescent Subsidiaries"), owns
approximately 40% of the Americold Partnership and the URS Partnership
(collectively, the "Partnerships") and Vornado, through two newly formed
subsidiaries (the "Vornado Subsidiaries"), owns approximately 60% of the
Partnerships.
On October 31, 1997, the Americold Partnership acquired all of the common
stock of Americold through the merger of a subsidiary of Vornado into
Americold, and the URS Partnership acquired all of the common stock of URS
through the merger of a separate subsidiary of Vornado into URS. As a result of
the acquisition, the Americold Partnership and the URS Partnership became the
owners and operators of approximately 79 refrigerated warehouses, with an
aggregate of approximately 368 million cubic feet, that are operated pursuant
to arrangements with national food suppliers such as Tyson Foods, Kraft Foods,
ConAgra and Pillsbury.
The aggregate purchase price for the acquisition of Americold and URS was
approximately $1,004 million (including transaction costs associated with the
acquisition). Of this amount, the purchase price for the acquisition of
Americold was approximately $632 million (consisting of approximately $112
million in cash for the purchase of the equity, approximately $151 million in
cash for the repayment of certain outstanding bonds issued by Americold,
approximately $367 million in retention of debt and approximately $2 million in
transaction costs), and the purchase price for the acquisition of URS was
approximately $372 million (consisting of approximately $173 million in cash,
approximately $192 million in retention of debt and approximately $7 million in
transaction costs).
The Company currently owns all of the voting common stock, representing an
approximately 5% economic interest, and all of the nonvoting common stock,
representing an
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approximately 95% economic interest, in each of the two Crescent Subsidiaries.
The Company has offered and expects Crescent Operating, Inc. to accept the
opportunity to acquire all of the voting common stock in the Crescent
Subsidiaries. It is intended, however, that the transfer of the voting common
stock to Crescent Operating, Inc. (or, if Crescent Operating, Inc. does not
accept such offer, to another entity) will take place in the near future and in
no event later than December 31, 1997, and, in order to permit the Company to
continue to satisfy certain REIT qualification requirements, the Company will
transfer all of the voting common stock on or before January 30, 1997.
Under the terms of the existing partnership agreements for each of the
Partnerships, certain major decisions require the approval of both the Crescent
Subsidiary that is a partner in the Americold Partnership (or, as the case may
be, the URS Partnership) and the Vornado Subsidiary that is a partner in that
Partnership. The Vornado partner, however, will have the right to make all
other decisions relating to that Partnership. If the partners in either of the
Partnerships fail in good faith to reach an agreement on any of the specified
major decisions for that Partnership prior to November 1, 2000, the Vornado
partner may purchase the 40% partnership interest of the Crescent partner at
cost (less distributions) plus a 10% per annum return. If such a failure to
agree occurs during the seven years thereafter, the Vornado partner may set a
price at which it will either purchase the 40% interest of the Crescent partner
or sell its own 60% interest in that Partnership, with the decision as to
whether to buy or sell made by the Crescent partner. If such a failure to
agree occurs after October 31, 2007, either partner may set a price at which it
commits either to buy the other partner's interest in the Partnership in which
the failure to agree occurred or to sell its own interest, with the decision as
to whether to buy or sell made by the partner that has not set the price.
The parties have not yet determined certain matters relating to the
future ownership structure and operations of Americold and URS, including the
identification and division of the assets that will continue to be owned by one
of the Partnerships and those that may be owned by one or more other entities
formed to conduct the business operations currently conducted by Americold and
URS, and the nature and terms of any lease that may be entered into between the
operating entity and the owner of the warehouses.
Item 7(c). Exhibits.
None.
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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: November 21, 1997 CRESCENT REAL ESTATE EQUITIES COMPANY
By: /s/ DALLAS E. LUCAS
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Dallas E. Lucas
Senior Vice President and
Chief Financial Officer
