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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
Amendment No. 4
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 16, 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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On January 27, 1998, Crescent Real Estate Equities Company (the "Company")
filed a Form 8-K dated January 16, 1998 (the "Original 8-K") containing a
description of certain proposed transactions in Item 5 thereof. The Company
filed a Form 8-K/A on February 13, 1998 to revise and restate the disclosure
contained in Item 5 of the Original 8-K and to provide certain related financial
information in Item 7. The Company filed a Form 8-K/A on April 27,1998 to
further amend the Original 8-K to revise and restate the disclosure contained in
Item 5 and to provide updated pro forma financial statements in Item 7(b). The
Company filed a Form 8-K/A on June 10, 1998 to further amend the Original 8-K to
provide updated pro forma financial statements in Item 7(b). This Form 8-K/A
further amends the Original 8-K to revise and restate the disclosure contained
in Item 5 and to eliminate the financial information in Item 7.
Item 5. Other Events
On January 16, 1998, as previously reported, Crescent Real Estate Equities
Company (collectively with its subsidiaries, the "Company") and Station Casinos,
Inc. ("Station") entered into an Agreement and Plan of Merger (as amended, the
"Merger Agreement") pursuant to which Station was to merge with and into the
Company (the "Merger"). On August 7, 1998, the Company notified Station that it
was exercising its termination rights under the Merger Agreement based on
Station's alleged material breaches of the Merger Agreement. Under the Merger
Agreement, the Company has the right to terminate the Merger Agreement if a
material breach by the other party is not cured within 10 business days after
notice. Crescent has advised Station that it considers the Merger Agreement to
have terminated in accordance with its terms at the close of business on August
21, 1998. As reported in the Company's quarterly report on Form 10-Q for the
quarter ended June 30, 1998, the Company and Station are currently involved in
litigation relating to the Merger Agreement. As a result of these developments,
the Company no longer considers the Merger to be probable.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
None.
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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: September 16, 1998 CRESCENT REAL ESTATE EQUITIES COMPANY
By: /s/ JERRY R. CRENSHAW JR.
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Jerry R. Crenshaw Jr.
Vice President, Controller and
Co-Chief Financial Officer
By: /s/ BRUCE A. PICKER
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Bruce A. Picker
Vice President, Treasurer and
Co-Chief Financial Officer
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