<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM 8-B
FOR REGISTRATION OF SECURITIES OF
CERTAIN SUCCESSOR ISSUERS
FILED PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
------------------------------
CRESCENT REAL ESTATE EQUITIES COMPANY
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C>
TEXAS 52-1862813
----------------------------- ---------------------
(State or Other Jurisdiction of Organization) (IRS Employer Identification No.)
777 Main Street, Suite 2100 76102
Fort Worth, Texas
- ------------------------------------------------------ ----------------------------------
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<S> <C>
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
Common Shares, $.01 par value New York Stock Exchange
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
None
<PAGE> 2
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 1. GENERAL INFORMATION
Crescent Real Estate Equities Company, a Texas real estate investment
trust (the "Registrant"), was organized pursuant to the provisions of the Texas
Real Estate Investment Trust Act in the State of Texas on December 30, 1996.
The Registrant's fiscal year end is December 31.
ITEM 2. TRANSACTION OF SUCCESSION
At the time of the succession of Crescent Real Estate Equities, Inc.,
a Maryland corporation ("Crescent-Maryland"), into the Registrant by merger
(the "Merger"), Crescent-Maryland's common stock, par value $.01 per share, was
registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as
amended.
The securities of the Registrant have been issued to the shareholders
of Crescent-Maryland pursuant to an Agreement and Plan of Merger (the "Merger
Agreement"), as adopted and recommended by the Board of Directors of
Crescent-Maryland and the Board of Trust Managers of the Registrant, and
approved by the respective shareholders of both Crescent-Maryland and the
Registrant. In accordance with the Merger Agreement, at the effective time of
the Merger, (i) Crescent-Maryland ceased to exist, (ii) the Registrant
succeeded, to the fullest extent permitted by law, to all of the business,
assets and liabilities of Crescent-Maryland, (iii) each share of common stock
of Crescent-Maryland was automatically converted into a corresponding common
share, par value $.01 per share, of the Registrant (the "Common Shares") and
(iv) the shares of common stock of Crescent-Maryland issued and outstanding
immediately prior to the effective time of the Merger were, without further
action, automatically canceled on and as of the effective time of the Merger.
The Merger Agreement also reflects the merger of CRE Limited Partner, Inc., a
Delaware corporation and a wholly owned subsidiary of Crescent-Maryland ("CRE
Ltd."), into the Registrant. At the effective time of the Merger, each
outstanding share of CRE Ltd. was cancelled. For a more complete description,
reference is made to the Merger Agreement, a copy of which is attached hereto
as Exhibit 1 and incorporated herein by reference.
ITEM 3. SECURITIES TO BE REGISTERED
The Registrant is presently authorized to issue up to 250,000,000
Common Shares. Prior to the Merger, 1,000 Common Shares were issued, all of
which were held by one individual. Such shares were canceled, without further
action, on and as of the effective time of the Merger.
ITEM 4. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
For a description of the Common Shares, see the Proxy Statement of
Crescent-Maryland, dated May 20, 1996, which is incorporated by reference
herein as Exhibit 2. Further reference is made to the Registrant's Restated
Declaration of Trust, filed as Exhibit 4.01 to the Registrant's Registration
Statement on Form S-3 (File No. 333-21905) and incorporated herein by reference
and its Amended and Restated Bylaws, filed as Exhibit 4.02 to the Registrant's
Registration Statement on Form S-3 (File No. 333-23005) and incorporated herein
by reference, as
<PAGE> 3
well as to the applicable statutes and laws of the State of Texas, for a more
complete description of the rights and liabilities of the holders of Common
Shares.
ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS.
The following is a list of all exhibits filed as a part of this
application or statement on Form 8-B. No financial statements are required to
be filed as a part of this application or statement.
Exhibit No. Description of Exhibit
----------- ----------------------
1 Agreement and Plan of Merger, dated as of December 30,
1996, among Crescent Real Estate Equities, Inc.
("Crescent-Maryland"), CRE Limited Partner, Inc. and
Crescent Real Estate Equities Company (filed herewith)
2 Proxy Statement, dated May 20, 1996, of Crescent-Maryland
is incorporated herein by reference
3.3(i) Restated Declaration of Trust of Crescent Real Estate
Equities Company (filed as Exhibit 4.01 to the Registration
Statement of Crescent Real Estate Equities Trust on Form
S-3 (File No. 333-21905) (the "1997 S-3"))
3.3(ii) Amended and Restated Bylaws of Crescent Real Estate Equities
Company (filed as Exhibit 4.02 to the Registration Statement
of Crescent Real Estate Equities Trust on Form S-3 (File No.
333-23005) and incorporated herein by reference)
3.4(i) Specimen Share Certificate of Common Shares, par value $.01
per share, of Crescent Real Estate Equities Company (filed
as Exhibit 4.03 to the 1997 S-3)
3.4(ii) Registration Rights Agreement, dated February 16, 1996, by
and among Crescent Real Estate Equities Company, Crescent
Real Estate Equities Limited Partnership and certain of the
limited partners of Crescent Real Estate Equities Limited
Partnership named therein (filed as Exhibit 4.02 to the
Annual Report of Crescent Real Estate Equities Company on
Form 10-K for the fiscal year ended December 31, 1996
(the "1996 10-K") and incorporated herein by reference).
3.4(iii) Registration Rights Agreement dated January 20, 1997, by
and among Crescent Real Estate Equities Company, Crescent
Real Estate Equities Limited Partnership and certain of the
limited partners of Crescent Real Estate Equities Limited
Partnership named therein (filed as Exhibit 4.03 to the
1996 10-K)
3.4(iv) Form of Registration Agreement relating to the acquisition
of the Greenway Plaza Portfolio (filed as Exhibit 4.01 to
the Current Report of Crescent-Maryland on Form 8-K dated
and filed September 27, 1996 (the "1996 Form 8-K") and
incorporated herein by reference)
3.4(v) Registration Rights Agreement, dated as of June 26, 1996,
relating to Canyon Ranch-Tucson (filed as Exhibit No. 4.02
to the 1996 Form 8-K and incorporated herein by reference)
3.10(i) First Amended and Restated Agreement of Limited Partnership
of Crescent Real Estate Equities Limited Partnership, dated
May 5, 1994 (filed as Exhibit No. 10.01 to the Registration
Statement of Crescent-Maryland on Form S-11 (File No.
33-75188) (the "1994 S-11") and incorporated herein by
reference)
3.10(ii) Form of Noncompetition Agreement (Goff) (filed as Exhibit
No. 10.03 to the Registration Statement of Crescent-Maryland
on Form S-11 (File No. 33-90226) (the "1995 S-11") and
incorporated herein by reference)
3.10(iii) Form of Noncompetition Agreement (Haddock) (filed as
Exhibit No. 10.04 to the 1995 S-11 and incorporated herein
by reference)
3.10(iv) Form of Employment Agreement (Goff) (filed as Exhibit 10.05
to the 1995 S-11 and incorporated herein by reference)
3.10(v) Form of Employment Agreement (Haddock) (filed as Exhibit
10.06 to the 1995 S-11 and incorporated herein by reference)
3.10(vi) Form of Registration Rights, Lock-Up and Pledge Agreement
(filed as Exhibit No. 10.05 to the 1994 S-11 and
incorporated herein by reference)
3.10(vii) Form of Officers' and Directors' Indemnification Agreement
as entered into between Crescent-Maryland and each of its
executive officers and directors (filed as Exhibit No.
10.08 to the 1995 S-11 and incorporated herein by
reference)
<PAGE> 4
3.10(viii) Crescent Real Estate Equities, Inc. 1994 Stock Incentive
Plan (filed as Exhibit 10.07 to the 1994 S-11 and
incorporated herein by reference)
3.10(ix) Crescent Real Estate Equities, Ltd. 401(k) Plan (filed as
Exhibit No. 10.10 to the 1995 S-11 and incorporated herein
by reference)
3.10(x) Agreement, dated as of August 15, 1996, relating to the
acquisition of the Greenway Plaza Portfolio (filed as
Exhibit No. 10.02 to the 1996 Form 8-K and incorporated
herein by reference)
3.10(xi) Form of Amended and Restated Lease Agreement, dated January
1, 1996, among Crescent Real Estate Equities Limited
Partnership, Mogul Management, LLC and RoseStar Management,
LLC, relating to the Hyatt Regency Beaver Creek (filed as
Exhibit 10.12 to the Annual Report of Crescent-Maryland on
Form 10-K for the fiscal year ended December 31, 1995 (the
"1995 10-K") and incorporated herein by reference)
3.10(xii) Real Estate Purchase and Sale Agreement, dated January 29,
1997 between Crescent Real Estate Equities Limited
Partnership, as purchaser, and Magellan Health Services,
Inc., as seller, relating to the acquisition of
approximately 90 hospitals, as amended effective February
28, 1997 (filed as Exhibit 10.13 to the 1996 10-K and
incorporated herein by reference)
3.10(xiii) First Amended and Restated Revolving Credit Agreement,
dated September 30, 1994, among Crescent Real Estate
Equities Limited Partnership and The First National Bank of
Boston, Nationsbank of Texas, N.A., and Other Banks which
are or may become Parties to the Agreement, and the First
National Bank of Boston, as Agent (filed as Exhibit No.
10.14 to the 1995 S-11 and incorporated herein by
reference)
3.10(xiv) First Amended and Restated Crescent Real Estate Equities
Company 1995 Stock Incentive Plan (filed as Exhibit No.
10.15 to the 1996 10-K and incorporated herein by reference)
3.10(xv) Lease Agreement, dated December 19, 1995 between Crescent
Real Estate Equities Limited Partnership and RoseStar
Management, LLC, relating to the Hyatt Regency Albuquerque
(filed as Exhibit 10.16 to the 1995 10-K and incorporated
herein by reference)
3.10(xvi) Amended and Restated Lease Agreement, dated June 30, 1995
between Crescent Real Estate Equities Limited Partnership
and RoseStar Management, LLC, relating to the Denver
Marriott (filed as Exhibit 10.17 to the 1995 10-K and
incorporated herein by reference)
3.10(xvii) Loan Agreement, dated August 24, 1995, including Form of
Deed of Trust, Assignment of Rents, Security Agreement and
Fixture Filing, and Amendment to Loan Agreement, dated
October 19, 1995, between Crescent Real Estate Funding I,
L.P. and Nomura Asset Capital Corporation (filed as Exhibit
10.15 to the 1995 10-K and incorporated herein by
reference)
3.10(xviii) Loan Agreement, dated August 24, 1995, including Form of
Deed of Trust, Assignment of Rents, Security Agreement and
Fixture Filing, between Crescent Real Estate Funding II,
L.P. and Nomura Asset Capital Corporation (filed as Exhibit
10.19 to the 1995 10-K and incorporated herein by
reference)
<PAGE> 5
3.10(xix) Mortgage Loan Application and Agreement, dated October 3,
1995, as amended by letter agreements dated October 10,
1995 and October 30, 1995, between Crescent Real Estate
Equities Limited Partnership and CIGNA Investments, Inc.
and Secured Promissory Note dated December 11, 1995 (filed
as Exhibit 10.20 to the 1995 10-K and incorporated herein
by reference)
3.10(xx) Amended and Restated Revolving Note, dated December 18,
1995, and the First Amendment thereto between Crescent Real
Estate Equities Limited Partnership and The First National
Bank of Boston (filed as Exhibit 10.21 to the 1995 10-K and
incorporated herein by reference)
3.10(xxi) 1995 Crescent Real Estate Equities Limited Partnership Unit
Incentive Plan (filed as Exhibit No. 99.01 to the
Registration Statement of Crescent-Maryland on Form S-8
(File No. 333-3452) and incorporated herein by reference)
3.10(xxii) 1996 Crescent Real Estate Equities Limited Partnership Unit
Incentive Plan (filed as Exhibit 10.01 to the 1996 Form 8-K
and incorporated herein by reference)
3.10(xxiii) Lease Agreement, dated July 26, 1996, between Canyon Ranch,
Inc. and Canyon Ranch Leasing, L.L.C. (filed as Exhibit
10.24 to the 1996 10-K and incorporated herein by reference)
3.10(xxiv) Lease Agreement, dated November 18, 1996, between Crescent
Real Estate Equities Limited Partnership and Wine Country
Hotel, LLC. (filed as Exhibit 10.25 to the 1996 10-K and
incorporated herein by reference)
3.10(xxv) Lease Agreement, dated December 11, 1996, between Canyon
Ranch-Bellefontaine Associates, L.P. and Vintage Resorts,
LLC. (filed as Exhibit 10.26 to the 1996 10-K and
incorporated herein by reference)
3.21 List of Subsidiaries (filed as Exhibit 21.01 to the 1996
10-K and incorporated herein by reference)
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant 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 24th day of March, 1997.
CRESCENT REAL ESTATE EQUITIES COMPANY
By: /s/ Gerald W. Haddock
-------------------------------
Gerald W. Haddock
President
<PAGE> 1
EXHIBIT 1
AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger (this "Agreement"), dated as of
December 30, 1996, by and among Crescent Real Estate Equities Company, a Texas
real estate investment trust ("Crescent Trust"), Crescent Real Estate Equities,
Inc., a Maryland corporation ("Crescent Inc."), and CRE Limited Partner, Inc.,
a Delaware corporation and a wholly owned subsidiary of Crescent Inc. ("CRE
Ltd."), evidences that, in consideration of the mutual obligations and
covenants set forth herein, the parties hereto agree as follows:
ARTICLE I
SURVIVING ENTITY; NAME;
DECLARATION OF TRUST; BYLAWS;
TRUST MANAGERS AND OFFICERS
1.1 Crescent Trust, Crescent Inc. and CRE Ltd. are sometimes hereinafter
collectively referred to as the "Constituent Entities".
1.2 In accordance with the provisions of the Texas Real Estate
Investment Trust Act (the "Texas REIT Act"), the General Corporation Law of the
State of Delaware (the "DGCL") and the General Corporation Law of the State of
Maryland (the "MGCL"), Crescent Inc. and CRE Ltd. will, at the Effective Time
(as defined in Section 3.3), be merged into Crescent Trust, the separate
corporate existence of Crescent Inc. and of CRE Ltd. shall cease, and Crescent
Trust shall be the surviving entity ("Surviving Entity"). Crescent Trust will
continue to exist under and to be governed by the laws of Texas. Such
transaction is hereinafter referred to as the "Merger."
1.3 At the Effective Time, the name of the Surviving Entity will be
Crescent Real Estate Equities Company.
1.4 The Declaration of Trust of Crescent Trust as in effect immediately
prior to the Effective Time will, until further amended as provided by law, be
the declaration of trust of the Surviving Entity.
1.5 The Bylaws of Crescent Trust in effect immediately prior to the
Effective Time will be the bylaws of the Surviving Entity until altered,
amended or rescinded.
1.6 The members of the Board of Directors of Crescent Inc. immediately
prior to the Effective Time will be the trust managers of the Surviving Entity.
Unless the foregoing trust managers sooner resign or are removed, they will
hold their respective offices from the Effective Time until their respective
successors are elected and qualify.
1.7 The officers of Crescent Inc. immediately prior to the Effective
Time will be the officers of the Surviving Entity. Unless the foregoing
officers sooner resign or are removed, they
<PAGE> 2
will hold their respective offices from the Effective Time until their
respective successors are elected or appointed.
ARTICLE II
CAPITALIZATION; CONVERSION AND EXCHANGE
OF CAPITAL STOCK
2.1 At the Effective Time, each share of beneficial interest, par value
$0.01 per share (the "Crescent Trust Shares"), of Crescent Trust issued and
outstanding immediately prior to the Effective Time shall, by virtue of the
Merger and without any action on the part of the holder thereof, cease to be
outstanding and shall be cancelled and retired and no Crescent Trust Shares
shall be issued in respect thereof or other consideration given therefor, and
the capital of Crescent Trust shall be deemed to be reduced by the amount of
$1,000, the amount represented by such outstanding shares.
2.2 At the Effective Time, each share of the common stock, par value
$0.01 per share (the "Crescent Inc. Stock"), of Crescent Inc. issued and
outstanding immediately prior to the Effective Time shall, by virtue of the
Merger and without any action on the part of the holder thereof, be converted
into the right to receive one (1) Crescent Trust Share. As a result of the
Merger and without any action on the part of the holder thereof, all shares of
Crescent Inc. Stock shall cease to be outstanding and shall be cancelled and
retired and shall cease to exist, and each holder of a certificate representing
any shares of Crescent Inc. Stock shall thereafter cease to have any rights
with respect to such shares of Crescent Inc. Stock, except the right to
receive, without interest, Crescent Trust Shares as herein provided upon the
surrender of a certificate representing shares of Crescent Inc. Stock.
2.3 At the Effective Time, each share of the common stock, par value
$0.01 per share, of CRE Ltd. issued and outstanding immediately prior to the
Effective Time shall, by virtue of the Merger and without any action on the
part of the holder thereof, cease to be outstanding and shall be cancelled and
retired and no Crescent Trust Shares shall be issued in respect thereof or
other consideration given therefor.
2.4 At the Effective Time, all options (individually, a "Crescent Inc.
Option" and collectively, the "Crescent Inc. Options") then outstanding under
the 1994 Crescent Real Estate Equities, Inc. Stock Incentive Plan and the
Amended and Restated 1995 Crescent Real Estate Equities, Inc. Stock Incentive
Plan shall remain outstanding following the Effective Time. At the Effective
Time, such Crescent Inc. Options shall, by virtue of the Merger and without any
further action on the part of Crescent Inc. or the holder of any such Crescent
Inc. Options, be assumed by Crescent Trust.
2.5 At and after the Effective Time each holder of a certificate
representing shares of Crescent Inc. Stock, upon presentation and delivery of
such certificate to Crescent Trust together with properly completed transmittal
forms, will be entitled to receive in exchange therefor a certificate or
certificates representing the number of fully paid and nonassessable whole
Crescent
- 2 -
<PAGE> 3
Trust Shares to which such holder is entitled as provided in Section 2.2. At
the Effective Time, each such certificate which represented issued and
outstanding shares of Crescent Inc. Stock at the Effective Time will be deemed
for all purposes to evidence the number of Crescent Trust Shares into which
such shares of Crescent Inc. Stock will have been converted pursuant to Section
2.2.
2.6 All shares of Crescent Inc. Stock presented and surrendered will be
cancelled.
ARTICLE III
SHAREHOLDERS' MEETING; FILINGS
RELATING TO THE EFFECTIVE DATE
3.1 This Agreement has been or will be submitted to the respective
shareholders of the Constituent Entities for their approval and adoption at
meetings to be duly called and held or by unanimous written consent of
shareholders in lieu of such meetings. The Constituent Entities will proceed
expeditiously and cooperate fully in the procurement of any other consents and
approvals, the taking of any other action, and the satisfaction of all other
requirements prescribed by law or otherwise necessary for the consummation of
the Merger.
3.2 The appropriate officers of the Constituent Entities will execute
and verify, and cause to be filed, appropriate documentation in connection with
the Merger in accordance with the Texas REIT Act, the DGCL and the MGCL.
3.3 The Merger will become effective at 11:59 p.m., Dallas, Texas time,
on December 31, 1996 (the "Effective Time").
ARTICLE IV
CERTAIN EFFECTS OF THE MERGER
4.1 When the Merger becomes effective, the separate existence of
Crescent Inc. and CRE Ltd. will cease and all rights, title, and interests to
all real estate and other property owned by the Constituent Entities shall be
allocated and vested in the Surviving Entity without reversion or impairment,
without further act or deed, and without any transfer or assignment having
occurred, but subject to any existing liens thereon. All liabilities and
obligations of the Constituent Entities shall be allocated to the Surviving
Entity, and the Surviving Entity shall be the primary obligor therefor and,
except as otherwise set forth in this Agreement or as otherwise provided by law
or contract, no other party to the Merger shall be liable therefor.
4.2 At the time, or from time to time, after the Effective Time, the
last acting officers and directors of Crescent Inc. and CRE Ltd. will, as and
when requested by the Surviving Entity or its successors or assigns, execute
and deliver all such deeds, assignments and other instruments and take or cause
to be taken all such further or other reasonable action as the Surviving Entity
deems reasonably necessary or desirable in order to vest, perfect or confirm in
the
- 3 -
<PAGE> 4
Surviving Entity title to and possession of all of the properties, rights,
privileges, powers, franchises, immunities and interests of Crescent Inc. and
CRE Ltd. and otherwise to carry out the purpose of this Agreement.
ARTICLE V
CLOSING DATE; TERMINATION; AMENDMENTS,
SUPPLEMENTS, ETC.
5.1 This Agreement may be executed in multiple counterparts, each of
which will be deemed an original and all of which together will constitute one
agreement.
5.2 The Board of Directors of Crescent Inc. may, in its sole and
absolute discretion, abandon or terminate this Agreement after receipt of
stockholder approval, but prior to the Effective Time, if the Board of
Directors of Crescent Inc. determines the Merger is no longer in Crescent
Inc.'s best interest.
5.3 Subject to Section 5.2, this Agreement may be terminated, amended or
supplemented at any time before the Effective Time by the written consent of
all parties hereto in accordance with applicable law.
- 4 -
<PAGE> 5
In order to evidence the foregoing, Crescent Trust, Crescent Inc. and
CRE Ltd. have caused this Agreement to be signed by their duly authorized
officers as of the date first above written.
CRESCENT REAL ESTATE EQUITIES COMPANY
By: /s/ Gerald W. Haddock
--------------------------------------
Name: Gerald W. Haddock
---------------------------------
Title: President
--------------------------------
CRESCENT REAL ESTATE EQUITIES, INC.
By: /s/ Gerald W. Haddock
---------------------------------------
Name: Gerald W. Haddock
---------------------------------
Title: President
--------------------------------
CRE LIMITED PARTNER, INC.
By: /s/ Gerald W. Haddock
---------------------------------------
Name: Gerald W. Haddock
---------------------------------
Title: President
--------------------------------
- 5 -
