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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 9, 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
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CRESCENT REAL ESTATE EQUITIES COMPANY
(Exact Name of Registrant as Specified in Its Charter)
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TEXAS 52-1862813
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
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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)
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GERALD W. HADDOCK
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)
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Copies to:
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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
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this 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. [ ]
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. [X] 333-21905
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. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TYPE OF EACH CLASS OF BEING PRICE PER OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) FEE
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Common Shares..................... $42,585,033 $39.00 $42,585,033 $12,905(2)
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(1) Estimated solely for purposes of calculating the registration fee. The
aggregate maximum public offering price of all Securities issued pursuant to
this Registration Statement will not exceed $42,585,033.
(2) Calculated pursuant to Rule 457(o) of the rules and regulations under the
Securities Act of 1933, as amended.
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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
STATION 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.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The contents of the Registration Statement filed by Crescent Real Estate
Equities Company with the Securities and Exchange Commission (File No.
333-21905) pursuant to the Securities Act of 1933, as amended, is incorporated
by reference into this Registration Statement.
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 9th day of
October, 1997.
CRESCENT REAL ESTATE
EQUITIES COMPANY
By: /s/ GERALD W. HADDOCK
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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.
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SIGNATURES TITLE DATE
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/s/ RICHARD E. RAINWATER* Trust Manager and Chairman of October 9, 1997
- ----------------------------------------------------- the Board
Richard E. Rainwater
/s/ JOHN C. GOFF* Trust Manager and Vice October 9, 1997
- ----------------------------------------------------- Chairman of the Board
John C. Goff
/s/ GERALD W. HADDOCK Trust Manager, President and October 9, 1997
- ----------------------------------------------------- Chief Executive Officer
Gerald W. Haddock (Principal Executive
Officer)
/s/ DALLAS E. LUCAS Senior Vice President and October 9, 1997
- ----------------------------------------------------- Chief Financial Officer
Dallas E. Lucas (Principal Financial and
Accounting Officer)
/s/ ANTHONY M. FRANK* Trust Manager October 9, 1997
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Anthony M. Frank
/s/ MORTON H. MEYERSON* Trust Manager October 9, 1997
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Morton H. Meyerson
/s/ WILLIAM F. QUINN* Trust Manager October 9, 1997
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William F. Quinn
/s/ PAUL E. ROWSEY, III* Trust Manager October 9, 1997
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Paul E. Rowsey, III
/s/ MELVIN ZUCKERMAN* Trust Manager October 9, 1997
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Melvin Zuckerman
*By: /s/ GERALD W. HADDOCK
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Gerald W. Haddock
Attorney-in-fact
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION OF EXHIBIT
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5.01 -- Opinion of Shaw, Pittman, Potts & Trowbridge as to the
legality of the securities being registered by the
Registrant
8.01 -- Opinion of Shaw, Pittman, Potts & Trowbridge regarding
certain material tax issues relating to the Registrant.
23.01 -- Consent of Arthur Andersen LLP, Certified Public
Accountants, dated October 6, 1997.
23.02 -- Consent of Arthur Andersen LLP, Certified Public
Accountants, dated October 6, 1997.
23.03 -- Consent of Shaw, Pittman, Potts & Trowbridge (included in
its opinion filed as Exhibit 5.01 to this Registration
Statement).
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EXHIBIT 5.01
October 8, 1997
Crescent Real Estate Equities Company
777 Main Street, Suite 2100
Fort Worth, Texas 76102
Ladies and Gentlemen:
We have acted as counsel to Crescent Real Estate Equities Company, a Texas
real estate investment trust (the "Company"), in connection with the
registration by the Company of $42,585,033 in maximum aggregate offering price
of common shares of beneficial interest of the Company, par value $.01 per share
(the "Shares"), pursuant to a Registration Statement on Form S-3, including the
prospectus, the prospectus supplements and all amendments, exhibits and
documents related thereto (collectively, the "Registration Statement"), under
the Securities Act of 1933, as amended, and with the proposed sale of the Shares
in accordance therewith.
Based upon our examination of the originals or copies of such documents,
corporate records, certificates of officers of the Company and other instruments
as we have deemed necessary and upon the laws as presently in effect, we are of
the opinion that the Shares have been duly authorized for issuance by the
Company, and that, upon issuance and delivery in accordance with the purchase
agreements and related terms agreements referred to in the Registration
Statement, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the incorporation by reference of this opinion as an
exhibit to the Registration Statement. We also consent to the reference to Shaw
Pittman, Potts & Trowbridge under the caption "Legal Matters" in the prospectus
and the prospectus supplements.
Very truly yours,
SHAW, PITTMAN, POTTS & TROWBRIDGE
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EXHIBIT 8.01
October 8, 1997
Crescent Real Estate Equities Company
777 Main Street
Suite 2100
Fort Worth, TX 76102
Ladies and Gentlemen:
Crescent Real Estate Equities Company ("Crescent Equities")(1) has filed a
registration statement on Form S-3 relating to the registration by Crescent
Equities of $42,585,033 in maximum aggregate offering price of its common shares
of beneficial interest, par value $.01 per share (the "Registration Statement"),
with the Securities and Exchange Commission. In connection therewith, you have
asked us to render an opinion with respect to the qualification of Crescent
Equities as a real estate investment trust ("REIT") under sections 856 through
860 of the Internal Revenue Code.(2) All capitalized terms used but not
otherwise defined herein shall have the respective meanings given them in the
Registration Statement.
We have acted as tax counsel for Crescent Equities in connection with the
preparation of the Registration Statement. Specifically, for the purpose of this
opinion, we have examined and relied on originals, or copies certified or
otherwise identified to our satisfaction, of the following: (1) the Restated
Declaration of Trust of Crescent Real Estate Equities Company; (2) the First
Amended and Restated Agreement of Limited Partnership of Crescent Real Estate
Equities Limited Partnership, as amended (the "Operating Partnership
Agreement"); (3) the Registration Statement, as amended through the date hereof;
(4) copies of all existing leases (including amendments) entered into as of the
date hereof with respect to property owned by Crescent Real Estate Equities
Limited Partnership (the "Operating Partnership"); and (5) such other documents
or information as we have deemed necessary for the opinions set forth below. In
our examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies, and the authenticity of the originals of
such copies.
In addition, these opinions are conditioned upon certain representations
made by Crescent Equities and the Operating Partnership as to factual and other
matters as set forth in a letter provided to us. These opinions are also based
on the assumptions that (i) the Operating Partnership will continue to be
operated in accordance with the terms and provisions of the Operating
Partnership Agreement, (ii) Crescent Equities will continue to be operated in
accordance with the terms and provisions of its Restated Declaration of Trust,
and (iii) various elections, procedural steps, and other actions by Crescent
Equities or the Operating Partnership will be completed in a timely fashion or
otherwise carried out as so described.
Unless facts material to the opinions expressed herein are specifically
stated to have been independently established or verified by us, we have relied
as to such facts solely upon the representations made by Crescent Equities and
the Operating Partnership. We are not, however, aware of any facts or
circumstances contrary to or inconsistent with the representations. To the
extent the representations concern matters set forth in the Code or Treasury
Regulations, we have reviewed with the individuals making such representations
the relevant provisions of the Code, the Treasury Regulations and published
administrative interpretations.
Based upon the foregoing, we are of the opinion that Crescent Equities
qualified as a "real estate investment trust" as defined by sections 856 through
860 for its taxable years ending on or before
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1 Unless otherwise noted, all references to Crescent Equities herein refer to
Crescent Equities and its wholly owned subsidiary, Crescent Real Estate
Equities, Ltd. ("CREE").
2 All section references herein are to the Internal Revenue Code of 1986, as
amended (the "Code"), unless otherwise noted.
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Crescent Real Estate Equities Company
October 8, 1997
December 31, 1996, is organized in conformity with the requirements for
qualification as a REIT and its proposed method of operation will enable it to
continue to meet the requirements for qualification and taxation as a REIT for
its current and future taxable years. With respect to its current and future
years, however, we note that Crescent Equities' status as a REIT at any time is
dependent, among other things, upon its meeting the requirements of section 856
throughout the year as a whole.
The opinions set forth herein are based upon the existing provisions of the
Code, Treasury Regulations, and the reported interpretations thereof by the
Internal Revenue Service ("IRS") and by the courts in effect as of the date
hereof, all of which are subject to change, both retroactively or prospectively,
and to possibly different interpretations. We believe that the conclusions
expressed herein, if challenged by the IRS, would be sustained in court. Because
our opinions are not binding upon the IRS or the courts, however, there can be
no assurance that contrary positions may not be asserted successfully by the
IRS.
The foregoing opinions are limited to the specific matters covered thereby
and should not be interpreted to imply that the undersigned has offered its
opinion on any other matter. These opinions are furnished to you solely for use
in connection with the Registration Statement. We hereby consent to the filing
of this letter as an exhibit to the Registration Statement and to the use of our
name under the caption "Risk Factors -- Risks Relating to Qualification and
Operation as a REIT" in the Prospectus.
Very truly yours,
SHAW, PITTMAN, POTTS & TROWBRIDGE
By: /s/ CHARLES B. TEMKIN, P.C.
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Charles B. Temkin, P.C.
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EXHIBIT 23.01
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
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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
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
October 6, 1997
