<PAGE> 1
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): June 15, 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)
<PAGE> 2
Item 5. Other Events
Proposed Rights Offering Upon Completion of Pending Merger
On June 15, 1998, Crescent Real Estate Equities Company (the "Company")
filed a registration statement on Form S-3 with the Securities and Exchange
Commission (the "SEC") relating to a proposed rights offering to be made
following completion of the merger (the "Merger") of Station Casinos, Inc.
("Station") with and into the Company.
It is expected that the Company will distribute one right for each
common share of beneficial interest of the Company (a "Common Share")
outstanding to the holders of Common Shares of the Company following the Merger
(including the former holders of Station common stock who become holders of
Common Shares as a result of the Merger). In addition, it is expected that every
five rights will entitle the holder thereof to purchase one Common Share at an
exercise price of $31-1/8 (the closing price of the Common Shares on the New
York Stock Exchange on June 12, 1998), regardless of the market price at the
time the rights are exercisable. Holder of units in Crescent Real Estate
Equities Limited Partnership (the "Operating Partnership") are expected to
receive corresponding rights.
The record date for the distribution will follow the closing of the
Merger, and it is expected that all of the rights will be exercisable for 60
days after such record date. The Company intends to make application to list the
rights on the New York Stock Exchange, but there is no assurance that such
listing will occur. Any proceeds of the rights offering are expected to be used
to fund acquisitions or to prepay outstanding borrowings.
Increase in Quarterly Distribution Upon Completion of Pending Merger
The board of trust managers of the Company has approved, subject to
completion of the Merger, an increase in the quarterly distribution from $.38
per Common Share to $.63 per Common Share, an indicated annual distribution of
$2.52 per Common Share.
Proposed Formation of Casino Partnership and Related Rights Offering
Following the completion of the Merger, the Company intends to
contribute substantially all of the real estate assets acquired from Station to
a new partnership (the "Casino Partnership") that will invest principally in
casinos, other gaming properties and other real estate properties in Las Vegas,
Nevada. The Company initially would own all of the Casino Partnership, but
expects to offer holders of its Common Shares and holders of units in the
Operating Partnership rights to acquire common or preferred equity interests in
the Casino Partnership, or in a real estate investment trust which would hold
interests in the Casino Partnership. The record date for any such offering would
follow the closing of the Merger. It is expected that any proceeds raised
through such an offering would be used to prepay indebtedness assumed in
connection with the Merger or to fund new acquisitions or developments. At this
time, the terms of any such offering and the type of securities that may be
offered have not been determined. Each of the proposed transactions is
contingent upon the completion of the Merger.
<PAGE> 3
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: June 16, 1998 CRESCENT REAL ESTATE EQUITIES COMPANY
By: /s/ DALLAS E. LUCAS
-----------------------
Dallas E. Lucas
Senior Vice President and
Chief Financial Officer
