<PAGE> 1
File No. 333-3452
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------------------------------------------
Crescent Real Estate Equities Trust
(formerly known as Crescent Real Estate Equities, Inc.)
(Exact name of registrant as specified in charter)
Texas 52-1862813
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
777 Main Street, Suite 2700
Fort Worth, Texas 76102
(Address, including zip code, of Principal Executive Offices)
----------------------------------------------------------
1995 Crescent Real Estate Equities Limited Partnership Unit Incentive Plan
(Full title of the Plan)
----------------------------------------------------------
Gerald W. Haddock
President and Chief Operating Officer
Crescent Real Estate Equities Trust
777 Main Street, Suite 2100
Fort Worth, Texas 76102
(Name, address, including zip code, of agent for service)
(817) 877-0477
(Telephone number, including area code, of agent for service)
Copies to:
Ellen A. Fredel, Esq. David M. Dean, Esq.
Shaw, Pittman, Potts & Trowbridge and Crescent Real Estate Equities Trust
2300 N Street, N.W. 777 Main Street, Suite 2700
Washington, D.C. 20037 Fort Worth, Texas 76102
<PAGE> 2
INTRODUCTORY STATEMENT NOT FORMING PART OF PROSPECTUS
Crescent Real Estate Equities Trust, a Texas real estate investment
trust (the "Trust") hereby amends the Form S-8 (File No. 333-3452) filed with
the Securities and Exchange Commission by Crescent Real Estate Equities, Inc., a
Maryland corporation (the "Corporation"), on April 10, 1996, relating to shares
of its common stock, $0.01 par value per share (the "Common Stock"), issuable
upon the exercise of exchange rights with respect to units of limited
partnership in Crescent Real Estate Equities Limited Partnership (the
"Partnership") issued upon the exercise of employee stock options granted under
the 1995 Crescent Real Estate Equities Limited Partnership Unit Incentive Plan
(the "Plan"). The Plan is a stock option plan of Crescent Real Estate Equities,
Ltd., the general partner of the Partnership. On December 31, 1996, pursuant to
an Agreement and Plan of Merger (the "Merger Agreement"), the Corporation and
CRE Limited Partner, Inc., a Delaware corporation, have merged into the Trust
(the "Merger"). Pursuant to the Merger Agreement and related resolutions, the
exchange rights with respect to options previously issued and outstanding under
the Plan became exchange rights for the same number of common shares, $0.01 par
value per share, of the Trust on the same terms.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated herein by reference:
(a) The Corporation's Registration Statement on Form S-8 filed on
April 10, 1996 (File No. 333-3452);
(b) The Corporation's Registration Statement on Form 8-A filed on
April 18, 1994 registering the Corporation's Common Stock under
Section 12(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act");
(c) The Proxy Statement in connection with the Corporation's 1996
Annual Meeting;
(d) The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1995, as amended on April 29, 1996;
(e) The Corporation's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996;
(f) The Corporation's Current Report on Form 8-K dated August 2,
1994 and filed January 9, 1996, as amended on February 2, 1996
and February 15, 1996;
(g) The Corporation's Current Report on Form 8-K dated October 3,
1994 and filed January 9, 1996 as amended on February 2, 1996
and February 15, 1996;
<PAGE> 3
(h) The Corporation's Current Report on Form 8-K dated December 19,
1995 and filed January 3, 1996, as amended on February 2, 1996
and February 15, 1996;
(i) The Corporation's Current Report on Form 8-K dated April 18,
1996 and filed June 5, 1996;
(j) The Corporation's Current Report on Form 8-K dated August 15,
1996 and filed September 11, 1996, as amended on September 27,
1996 and November 12, 1996;
(k) The Corporation's Current Report on Form 8-K dated September
27, 1996 and filed September 27, 1996; and
(l) The Corporation's Current Report on Form 8-K dated October 4,
1996 and filed October 4, 1996.
In addition, all documents subsequently filed by the registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.
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 Registration Statement (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 Registration Statement. Subject to the foregoing, all
information appearing in this Registration Statement is qualified in its
entirety by the information appearing in the documents incorporated by
reference.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Trust's Declaration of Trust provides that the liability of each
trust manager for monetary damages shall be eliminated to the fullest extent
permitted by applicable law. In general, under current Texas law, a trust
manager is liable to the Trust only for liabilities arising from such trust
manager's own willful misfeasance or willful malfeasance or gross negligence.
The Declaration of Trust also provides that no amendment thereto may limit or
eliminate this
-2-
<PAGE> 4
limitation of liability with respect to events occurring prior to the effective
date of such amendment.
The Trust'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 Trust'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 director or
officer made a party to a proceeding by reason of his status as a trust manager
or officer, provided that the Trust 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 Trust as
authorized by the Bylaws and (ii) a written undertaking by or on his behalf to
repay the amount paid or reimbursed by the Trust if it shall ultimately be
determined that the standard of conduct was not met. The Trust's Declaration of
Trust and Bylaws also permit the Trust to provide indemnification, payment or
reimbursement of expenses to any employee or agent of the Trust in such
capacity. 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 First Amended and Restated Agreement of Limited Partnership, as
amended, of Crescent Real Estate Equities Limited Partnership contains
indemnification provisions comparable to those contained in the Declaration of
Trust.
The Trust carries insurance that purports to insure officers and trust
managers of the Trust against certain liabilities incurred by them in the
discharge of their official functions.
-3-
<PAGE> 5
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement.
4.01 First Amended and Restated Articles of Incorporation of
Crescent Real Estate Equities, Inc. (Filed as Exhibit 3.01 to
Registration Statement No. 33-75188 (the "1994 Form S-11") and
incorporated by reference herein)
4.02 Amended and Restated Bylaws of Crescent Real Estate Equities,
Inc. (Filed as Exhibit 3.02 to the 1994 Form S-11 and
incorporated by reference herein)
4.03 Form of Stock Certificate (Filed as Exhibit 4.01 to the 1994
Form S-11 and incorporated by reference herein)
5.01 Opinion of Winstead Sechrest & Minick P.C. (Previously filed)
5.02 Opinion of Winstead Sechrest & Minick P.C. (Filed herewith)
23.01 Consent of Arthur Andersen LLP, Certified Public Accountants,
dated December 31, 1996 (Filed herewith)
23.02 Consent of KPMG Peat Marwick LLP, Certified Public
Accountants, dated December 31, 1996 (Filed herewith)
23.03 Consent of Huselton & Morgan, dated January 2, 1997 (Filed
herewith)
23.04 Consent of Grant Thornton LLP, dated December 31, 1996 (Filed
herewith)
24.01 Power of Attorney (Previously filed)
99.01 1995 Crescent Real Estate Equities Limited Partnership Unit
Incentive Plan (Previously filed)
ITEM 9. UNDERTAKINGS.
The 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 of 1933;
-4-
<PAGE> 6
(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;
(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 (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and 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 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
The Registrant undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.
-5-
<PAGE> 7
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-8 and has duly caused this Form S-8 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Fort Worth, State of Texas, on January 1, 1997.
CRESCENT REAL ESTATE EQUITIES TRUST
a Texas real estate investment trust
/s/ GERALD W. HADDOCK
--------------------------------------
Gerald W. Haddock
President and Chief Operating Officer
-6-
<PAGE> 8
Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned has executed this Registration Statement in the capacities and on
the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C>
/s/ RICHARD E. RAINWATER *
- -----------------------
Richard E. Rainwater Trust Manager and January 1, 1997
Chairman of the Board
/s/ JOHN C. GOFF
- -----------------------
John C. Goff Trust Manager and Chief January 1, 1997
Executive Officer
(Principal Executive
Officer)
/s/ GERALD W. HADDOCK
- -----------------------
Gerald W. Haddock Trust Manager, President January 1, 1997
and Chief Operating Officer
/s/ DALLAS E. LUCAS
- -----------------------
Dallas E. Lucas Senior Vice President and January 1, 1997
Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ ANTHONY M. FRANK *
- -----------------------
Anthony M. Frank Trust Manager January 1, 1997
/s/ MORTON H. MEYERSON *
- -----------------------
Morton H. Meyerson Trust Manager January 1, 1997
/s/ WILLIAM F. QUINN *
- -----------------------
William F. Quinn Trust Manager January 1, 1997
/s/ PAUL E. ROWSEY, III *
- -----------------------
Paul E. Rowsey, III Trust Manager January 1, 1997
/s/ MELVIN ZUCKERMAN *
- -----------------------
Melvin Zuckerman Trust Manager January 1, 1997
</TABLE>
* By: /s/ GERALD W. HADDOCK
_____________________________
Gerald W. Haddock
Attorney-in-Fact
- 7 -
<PAGE> 1
January 2, 1997
Crescent Real Estate Equities Trust
777 Main Street, Suite 2100
Fort Worth, Texas 76102
Re: 1995 Crescent Real Estate Equities Limited Partnership
Unit Incentive Plan
Ladies and Gentlemen:
We have acted as counsel for Crescent Real Estate Equities Trust, a
Texas real estate investment trust (the "Company"), in connection with the offer
and sale by the Company, at its option, of up to 50,000 common shares (the
"Shares") of beneficial interest, par value $0.01 per share (the "Common
Shares"), of the Company pursuant to the exchange rights accompanying the units
of limited partnership interest ("Units") issued by Crescent Real Estate
Equities Limited Partnership pursuant to the 1995 Crescent Real Estate Equities
Limited Partnership Unit Incentive Plan (the "Plan") and the Company's
Registration Statement on Form S-8 being filed with the Securities and Exchange
Commission on January 2, 1997 (the "Registration Statement"). Capitalized
terms used but not otherwise defined herein shall have the respective meanings
set forth in the Registration Statement.
We have examined originals, or copies identified to our satisfaction as
being true copies of (a) the Company's Declaration of Trust, (b) the Company's
Bylaws, as currently in effect, (c) minutes of meetings or unanimous consents in
lieu of meetings of the Company's board of trust managers and shareholders, and
(d) such other records and documents of the Company, certificates of the
Company and public officials and statutes as we have deemed necessary for the
purpose of this opinion.
Based upon such examination and in reliance thereon, we are of the
opinion that the 50,000 Shares will, upon issuance in exchange for Units
issued in accordance with the terms contemplated in the Plan and in the
Registration Statement, be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.02 to the
Registration Statement and to the references to this Firm in the Registration
Statement.
Very truly yours,
WINSTEAD SECHREST & MINICK P.C.
By: /s/ BRUCE A. CHEATHAM
----------------------------
Bruce A. Cheatham
<PAGE> 1
EXHIBIT 23.01
CONSENT OF ARTHUR ANDERSEN LLP,
CERTIFIED PUBLIC ACCOUNTANTS,
DATED DECEMBER 31, 1996
<PAGE> 2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in Post-Effective Amendment No. 1 to Registration
Statement Nos. 33-91438, 333-3450, 333-3452, 333-3454 and 333-13521 of our
report dated February 2, 1996 included in Crescent Real Estate Equities, Inc.'s
Form 10-K for the year ended December 31, 1995, and of our reports dated March
11, 1994 on Caltex House, June 30, 1994 on Regency Plaza One, August 16, 1994 on
Waterside Commons, September 9, 1994 on Two Renaissance Square, February 17,
1995 on East West Properties, May 10, 1995 on MCI Tower and Denver Marriott City
Center, July 14, 1995 on Ptarmigan Place, November 17, 1995 on Albuquerque
Facility and The Hyatt Regency of Albuquerque, January 5, 1996 on Stanford
Corporate Centre, February 15, 1996 on 301 Congress, and July 19, 1996 on
Greenway Plaza included in Crescent Real Estate Equities, Inc.'s Forms 8-K and
to all references to our Firm included in this Post-Effective Amendment No. 1.
Arthur Andersen, LLP
Dallas, Texas
December 31, 1996
<PAGE> 1
EXHIBIT 23.02
CONSENT OF KPMG PEAT MARWICK LLP,
CERTIFIED PUBLIC ACCOUNTANTS,
DATED DECEMBER 31, 1996
<PAGE> 2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Owners of the Crescent:
We consent to the incorporation by reference in the Post-Effective
Amendment No. 1 to the Registration Statement Nos. 33-91438, 333-3450, 333-3452,
333-3454 and 333-13521 of Crescent Real Estate Equities Trust (formerly known
as Crescent Real Estate Equities, Inc.) of our report dated February 28, 1994
relating to the combined financial statements of The Crescent as of and for the
year ended December 31, 1993, which financial statements are included in the
Annual Report on Form 10-K of Crescent Real Estate Equities, Inc. for the year
ended December 31, 1995.
KPMG Peat Marwick LLP
Dallas, Texas
December 31, 1996
<PAGE> 1
EXHIBIT 23.03
CONSENT OF HUSELTON & MORGAN,
CERTIFIED PUBLIC ACCOUNTANTS,
DATED JANUARY 2, 1997
<PAGE> 2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in Post-Effective Amendment No. 1 to Registration
Statement Nos. 33-91438, 333-3450, 333-3452, 333-3454 and 333-13521 of our audit
opinion dated February 13, 1995 and our review report dated December 28, 1995 as
they relate to the statement of excess of revenues over specific operating
expenses for Spectrum Center, Ltd. for the year ended December 31, 1994 and the
nine-month period ending September 30, 1995, respectively, as included in
Crescent Real Estate Equities, Inc.'s Form 8-K dated October 3, 1994, and to the
reference to our firm under the heading "Experts" in the prospectus.
Huselton & Morgan
January 2, 1997
<PAGE> 1
EXHIBIT 23.04
CONSENT OF GRANT THORNTON LLP
CERTIFIED PUBLIC ACCOUNTANTS,
DATED DECEMBER 31, 1996
<PAGE> 2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We have issued our report dated February 9, 1996 accompanying the
Combined Statement of Excess of Revenues Over Specific Operating Expenses of
Greenway Plaza, Ltd. and Nine Greenway, Ltd. appearing in the Crescent Real
Estate Equities, Inc. Form 8-K dated August 15, 1996 which is incorporated by
reference in Post-Effective Amendment No. 1 to Registration Statement Nos.
33-91438, 333-3450, 333-3452, 333-3454 and 333-13521. We consent to the
incorporation by reference in this Post-Effective Amendment No. 1 to the
Registration Statement of the aforementioned report and to the use of our name
as it appears under the caption "Experts."
Grant Thornton LLP
Houston, Texas
December 31, 1996
