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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 7, 1998
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) 321-2100
(Registrant's telephone number, including area code)
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Item 5. Other Events
On August 7, 1998, Crescent Real Estate Equities Company (the "Company")
notified Station Casinos, Inc. ("Station") that Station is in material breach
of the Agreement and Plan of Merger, dated January 16, 1998, as amended (the
"Merger Agreement"), between the Company and Station, and that the Company is
exercising its termination rights under the Merger Agreement. Under the Merger
Agreement, Station would have been merged (the "Merger") with and into the
Company.
The Company also, on August 7, 1998, filed an action in federal court in
Texas seeking damages and declatory relief as a result of Station's breaches of
the Merger Agreement. The action seeks (i) compensatory damages, (ii) a
declatory judgment that Station's breaches under the Merger Agreement excuse
the Company from any further obligations under the Merger Agreement, and (iii)
a declatory judgment that Station's notice requiring Crescent, in accordance
with certain provisions of the Merger Agreement, to purchase 20,000 shares of a
class of Station's redeemable preferred stock for an aggregate purchase price
of $20,000,000 by August 11, 1998 is invalid and that the Company is not
required to purchase any shares of the redeemable preferred stock.
As a result of this development, the Company intends to cancel its proposed
rights offering, and the proposed increase in the quarterly distribution, both
previously announced on June 15, 1998, that were contingent upon consummation of
the Merger. In addition, the Company does not intend to proceed with the
formation of a new partnership that would have owned the real estate assets
acquired from Station and invested in casinos, gaming properties and other real
estate properties.
At this time, the Company no longer considers the Merger to be probable.
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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: August 7, 1998 CRESCENT REAL ESTATE EQUITIES COMPANY
By: /s/ DALLAS E. LUCAS
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Dallas E. Lucas
Senior Vice President and
Chief Financial Officer
