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As filed with the Securities and Exchange Commission on September 25, 1998
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Crescent Real Estate Equities Company
(Exact name of Registrant as specified in charter)
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Texas 52-1862813
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
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777 Main Street, Suite 2100
Fort Worth, Texas 76102
(Address, including zip code of Principal Executive Offices)
1995 Crescent Real Estate Equities, Inc. Stock Incentive Plan
(Full Title of the Plan)
Gerald W. Haddock
President and Chief Executive Officer
Crescent Real Estate Equities Company
777 Main Street, Suite 2100
Fort Worth, Texas 76102
(Name, address, including zip code, of agent for service)
(817) 321-2100
(Telephone number, including area code, of agent for service)
Copies to:
Ellen A. Fredel, Esq. David M. Dean, Esq.
Shaw Pittman Potts & Trowbridge Crescent Real Estate Equities Company
2300 N Street, N.W. 777 Main Street, Suite 2100
Washington, D.C. 20037 Fort Worth, Texas 76102
Calculation of Registration Fee
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Proposed Maximum
Title of Securities Amount of Shares Aggregate Offering Price per Proposed Maximum Amount of
to be Registered to be Registered Share Aggregate Offering Price Registration Fee
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Common Shares 3,841,883(1) $24.79(2) $95,240,280(2) $28,096
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(1) This Registration Statement shall also cover any additional Common Shares
which become issuable under the 1995 Crescent Real Estate Equities, Inc.
Stock Incentive Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt
of consideration which results in an increase in the number of the
Registrant's outstanding Common Shares.
(2) Estimated solely for the purpose of computing the registration fee.
Pursuant to Rule 457(h), the calculation of the registration fee is based
on the average of the high and low prices of the Registrant's Common Shares
on the New York Stock Exchange on September 21, 1998.
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INTRODUCTORY STATEMENT NOT FORMING PART OF PROSPECTUS
This registration statement relates to the registration of additional
shares under the 1995 Crescent Real Estate Equities, Inc. Stock Incentive Plan.
Shares to be issued pursuant to that plan were originally registered pursuant to
a registration statement on Form S-8, as amended (File No. 333-03454), and a
registration statement on Form S-8, as amended (File No. 333-13521)
(collectively, the "Original Registration Statements"). The contents of the
Original Registration Statements are hereby incorporated by reference into this
registration statement to the extent that they present information not otherwise
presented herein.
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PART II
Information Required in the Registration Statement
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration Statement.
4.01 Restated Declaration of Trust of the Registrant (filed as Exhibit No. 4.01
to the Registrant's Registration Statement on Form S-3 (File No. 333-
21905) (the "1997 Form S-3") and incorporated herein by reference)
4.02 Amended and Restated Bylaws of the Registrant (filed as Exhibit 4.02 to
the Registrant's Registration Statement on Form S-3 (File No. 333-56809)
and incorporated herein by reference)
4.03 Form of Common Share Certificate (filed as Exhibit No. 4.03 to the 1997
Form S-3 and incorporated herein by reference)
4.04 Second Amended and Restated Agreement of Limited Partnership of Crescent
Real Estate Equities Limited Partnership dated as of November 1, 1997, as
amended through June 30, 1998 (filed as Exhibit 10.01 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 and
incorporated herein by reference)
5.01 Opinion of Shaw, Pittman, Potts & Trowbridge, Counsel for the Registrant,
with respect to the legality of the Common Shares of the Registrant
registered hereunder (filed herewith)
23.01 Consent of Arthur Andersen LLP (Dallas), Certified Public Accountants,
dated September 25, 1998 (filed herewith)
23.02 Consent of Arthur Andersen LLP (Atlanta), Certified Public Accountants,
dated September 24, 1998 (filed herewith)
23.03 Consent of Shaw Pittman Potts & Trowbridge (included in its opinion filed
as Exhibit 5.01 to this Registration Statement)
24.01 Powers of Attorney (included on the signature page)
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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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fort Worth, State of Texas, on September 25, 1998.
CRESCENT REAL ESTATE EQUITIES COMPANY
/s/ GERALD W. HADDOCK
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Gerald W. Haddock
President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Gerald W. Haddock and David M. Dean, and
each of them, with full power to act without the other, his true and lawful
attorneys-in-fact and agents, each with full and several power of substitution
for him and in his name, place, and stead, in any and all capacities, to sign
any and all registration statements relating to Common Shares (the "Securities")
of Crescent Real Estate Equities Company (the "Registrant") to be issued under
the 1995 Crescent Real Estate Equities, Inc. Stock Incentive Plan, and any
amendments, including both pre-effective and post-effective amendments and
supplements to such registration statements, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as each said attorney-in-fact and agent might or could do
in person, hereby ratifying and confirming all that each said attorney-in-fact
and agent, or any of them, or any substitute or substitutes for any of them, may
lawfully do or cause to be done by virtue hereof.
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 dates indicated.
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Name Title Date
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/s/ RICHARD E. RAINWATER Trust Manager and Chair- September 25, 1998
- ------------------------------------------- man of the Board
Richard E. Rainwater
/s/ JOHN C. GOFF Trust Manager and Vice September 25, 1998
- ------------------------------------------- Chairman of the Board
John C. Goff
/s/ GERALD W. HADDOCK Trust Manager, President September 25, 1998
- ------------------------------------------- and Chief Executive Officer
Gerald W. Haddock (Principal Executive Officer)
/s/ BRUCE A PICKER Vice President, Treasurer September 25, 1998
- ------------------------------------------- and Co-Chief Financial
Bruce A. Picker Officer (Principal Financial
Officer)
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/s/ JERRY R. CRENSHAW, JR. Vice President, Controller September 25, 1998
- ------------------------------------------- and Co-Chief Financial
Jerry R. Crenshaw, Jr. Officer (Principal Account-
ing Officer)
/s/ ANTHONY M. FRANK Trust Manager September 25, 1998
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Anthony M. Frank
/s/ MORTON H. MEYERSON Trust Manager September 25, 1998
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Morton H. Meyerson
/s/ WILLIAM F. QUINN Trust Manager September 25, 1998
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William F. Quinn
/s/ PAUL E. ROWSEY, III Trust Manager September 25, 1998
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Paul E. Rowsey, III
/s/ MELVIN ZUCKERMAN Trust Manager September 25, 1998
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Melvin Zuckerman
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INDEX TO EXHIBITS
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Exhibit
Number Description of Exhibit
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4.01 Restated Declaration of Trust of the Registrant (filed as Exhibit No. 4.01
to the Registrant's Registration Statement on Form S-3 (File No. 333-21905)
(the "1997 Form S-3") and incorporated herein by reference)
4.02 Amended and Restated Bylaws of the Registrant (filed as Exhibit 4.02 to the
Registrant's Registration Statement on Form S-3 (File No. 333-56809) and
incorporated herein by reference)
4.03 Form of Common Share Certificate (filed as Exhibit No. 4.03 to the 1997
Form S-3 and incorporated herein by reference)
4.04 Second Amended and Restated Agreement of Limited Partnership of Crescent
Real Estate Equities Limited Partnership dated as of November 1, 1997, as
amended through June 30, 1998 (filed as Exhibit 10.01 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 and
incorporated herein by reference)
5.01 Opinion of Shaw, Pittman, Potts & Trowbridge, Counsel for the Registrant,
with respect to the legality of the Common Shares of the Registrant
registered hereunder (filed herewith)
23.01 Consent of Arthur Andersen LLP (Dallas), Certified Public Accountants,
dated September 25, 1998 (filed herewith)
23.02 Consent of Arthur Andersen LLP (Atlanta), Certified Public Accountants,
dated September 24, 1998 (filed herewith)
23.03 Consent of Shaw Pittman Potts & Trowbridge (included in its opinion filed
as Exhibit 5.01 to this Registration Statement)
24.01 Powers of Attorney (included on the signature page)
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EXHIBIT 5.01
Shaw Pittman Potts & Trowbridge
A Partnership Including Professional Corporations
2300 N Street, NW
Washington, DC 20037-1128
September 25, 1998
Crescent Real Estate Equities Company
777 Main Street, Suite 2100
Fort Worth, Texas 76102-5325
RE: REGISTRATION STATEMENT ON FORM S-8
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 of 3,841,883 shares (the "Shares") of the Common Shares of
beneficial interest, $0.01 par value, of the Company pursuant to a Registration
Statement on Form S-8 under the Securities Act of 1933, as amended (the
"Registration Statement"), relating to the 1995 Crescent Real Estate Equities,
Inc. Stock Incentive Plan (the "Plan").
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 Plan
referred to in the Registration Statement, the Shares will be validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.01 to the
Registration Statement.
Very truly yours,
/s/ SHAW PITTMAN POTTS & TROWBRIDGE
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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-8 of our report dated
January 23, 1998 included in Crescent Real Estate Equities Company's Form 10-K
for the year ended December 31, 1997, and of our reports dated August 29, 1997
on U.S. Home Building, December 4, 1997 on Energy Centre, December 12, 1997 on
Austin Centre, January 16, 1998 on Post Oak Central, January 16, 1998 on
Washington Harbour, March 4, 1998 on Datran Center and June 12, 1998 on BP
Plaza included in Crescent Real Estate Equities Company's Forms 8-K and to all
references to our Firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Dallas, Texas
September 25, 1998
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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-8 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.
/s/ ARTHUR ANDERSEN LLP
Atlanta, Georgia
September 24, 1998
