<PAGE> 1
As filed with the Securities and Exchange Commission on September 25, 1998
Registration No. 333-______
================================================================================
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)
Texas 52-1862813
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
777 Main Street, Suite 2100
Fort Worth, Texas 76102
(Address, including zip code of Principal Executive Offices)
1996 Crescent Real Estate Equities Limited Partnership Unit 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
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities to Amount of Shares Aggregate Offering Aggregate Offering Amount of
be Registered to be Registered Price per Share Price Registration Fee
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares 4,000,000(1) $17.5625 (2) $70,250,000 (2) $20,724
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement shall also cover any additional Common
Shares which become issuable under the 1996 Crescent Real Estate
Equities Limited Partnership Unit Incentive Plan (the "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 exercise price of the options granted under the Plan.
================================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
- ----------------------
* Information required in Part I of Form S-8 to be contained in a
prospectus meeting the requirements of Section 10(a) of the Securities
Act of 1933 is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933 and the Note to Part I
of Form S-8.
<PAGE> 3
PART II
Information Required in the Registration Statement
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below have been filed under the Exchange Act by the
Company (Exchange Act file number 1-13038) with the Commission and are
incorporated herein by reference:
(1) The Registration Statement on Form 8-B filed on March 24, 1997
registering the Common Shares of the Company under Section 12(b) of
the Exchange Act.
(2) The Proxy Statement in connection with the Company's 1998 Annual
Meeting of Stockholders.
(3) The Company's Annual Report on Form 10-K for the year ended December
31, 1997, as amended on May 15, 1998.
(4) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998.
(5) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998.
(6) The Company's Current Report on Form 8-K dated January 29, 1997 and
filed March 24, 1997, as amended on April 9, 1997, April 24, 1997,
May 23, 1997 and July 2, 1997.
(7) The Company's Current Report on Form 8-K dated October 15, 1997 and
filed June 24, 1998.
(8) The Company's Current Report on Form 8-K dated December 22, 1997 and
filed March 4, 1998.
(9) The Company's Current Report on Form 8-K dated January 6, 1998 and
filed June 19, 1998.
(10) The Company's Current Report on Form 8-K dated January 16, 1998 and
filed January 27, 1998, as amended on February 13, 1998, April 27,
1998, June 10, 1998 and September 16, 1998.
(11) The Company's Current Report on Form 8-K dated February 12, 1998 and
filed February 23, 1998.
(12) The Company's Current Report on Form 8-K dated February 13, 1998 and
filed February 18, 1998.
(13) The Company's Current Report on Form 8-K dated February 13, 1998 and
filed February 18, 1998.
<PAGE> 4
(14) The Company's Current Report on Form 8-K dated April 17, 1998 and
filed April 28, 1998, as amended on June 22, 1998 and August 13,
1998.
(15) The Company's Current Report on Form 8-K dated April 23, 1998 and
filed April 27, 1998.
(16) The Company's Current Report on Form 8-K dated June 15, 1998 and
filed June 16, 1998.
(17) The Company's Current Report on Form 8-K dated June 25, 1998 and
filed June 25, 1998.
(18) The Company's Current Report on Form 8-K dated June 29, 1998 and
filed June 30, 1998.
(19) The Company's Current Report on Form 8-K dated June 30, 1998 and
filed July 9, 1998, as amended on September 16, 1998.
(20) The Company's Current Report on Form 8-K dated August 7, 1998 and
filed August 7, 1998.
All documents filed subsequent to the date of this Registration
Statement pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and
prior to filing of a post-effective amendment which indicates all securities
offered have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference in this Registration Statement
and shall be part hereof from the date of filing of such document.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
<PAGE> 5
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Restated Declaration of Trust (the "Declaration of Trust")
provides that no trust manager shall be liable to the Company for any act,
omission, loss, damage, or expense arising from the performance of his duties to
the Company save only for his own willful misfeasance or willful malfeasance or
gross negligence. In addition to, but in no respect whatsoever in limitation of
the foregoing, the liability of each trust manager for monetary damages shall be
eliminated to the fullest extent permitted by applicable law. The Declaration of
Trust also provides that no amendment thereto may limit or eliminate this
limitation of liability with respect to events occurring prior to the effective
date of such amendment.
The Declaration of Trust provides that the trust managers and officers
shall be indemnified to the maximum extent permitted by Texas law. Under current
Texas law, the trust will indemnify a person who was, is, or is threatened to be
made a named defendant or respondent in a proceeding because the person is or
was a trust manager or officer if it is determined that the person (i) conducted
himself in good faith; (ii) reasonably believed: (a) in the case of conduct in
his official capacity as a trust manager or officer of the real estate
investment trust, that his conduct was in the real estate investment trust's
best interests; and (b) in all other cases, that his conduct was at least not
opposed to the real estate investment trust's best interests; and (iii) in the
case of any criminal proceeding, had no reasonable cause to believe that his
conduct was unlawful. Except to the extent provided in the following sentence, a
trust manager or officer may not be indemnified (i) in respect of a proceeding
in which the person is found liable on the basis that personal benefit was
improperly received by him, whether or not the benefit resulted from an action
taken in the person's official capacity; or (ii) in which the person is found
liable to the real estate investment trust. Notwithstanding the foregoing, a
person may be indemnified against judgments, penalties (including excise and
similar taxes), fines, settlements, and reasonable expenses actually incurred by
the person in connection with the proceeding; provided that if the person is
found liable to the real estate investment trust or is found liable on the basis
that personal benefit was improperly received by the person, the indemnification
(i) is limited to reasonable expenses actually incurred by the person in
connection with the proceeding, and (ii) shall not be made in respect of any
proceeding in which the person shall have been found liable for willful or
intentional misconduct in the performance of his duty to the real estate
investment trust. In addition, the Declaration of Trust and Amended and Restated
Bylaws, as amended, of the Company (the "Bylaws") require it to pay or
reimburse, in advance of the final disposition of a proceeding, reasonable
expenses incurred by a present or former trust manager or officer made a party
to a proceeding by reason of his status as a trust manager or officer, provided
that the Company shall have received (i) a written affirmation by the trust
manager or officer of his good faith belief that he has met the standard of
conduct necessary for indemnification by the Company as authorized by the Bylaws
and (ii) a written undertaking by or on his behalf to repay the amount paid or
reimbursed by the Company if it shall ultimately be determined that the standard
of conduct was not met. The Declaration of Trust and Bylaws also permit the
Company to provide indemnification, payment or reimbursement of expenses to any
employee or agent of the Company in such capacity. The Declaration of Trust and
Bylaws also permit the Company to indemnify a person who was or
<PAGE> 6
who agreed to appear as a witness or other participant in a proceeding at a
time when he is not named a defendant or respondent in the proceeding. Any
indemnification, payment or reimbursement of the expenses permitted by the
Declaration of Trust and Bylaws shall be furnished in accordance with the
procedures provided for indemnification and payment or reimbursement of expenses
for trust managers under the Texas Real Estate Investment Trust Act.
The limited partnership agreement of Crescent Real Estate Equities
Limited Partnership (the "Operating Partnership") contains indemnification
provisions comparable to those contained in the Declaration of Trust.
The Company carries insurance that purports to insure officers and trust
managers of the Company against certain liabilities incurred by them in the
discharge of their official functions.
The Company and the Operating Partnership have entered into
indemnification agreements with each of the Company's executive officers and
trust managers. The indemnification agreements require, among other things, that
the Company and the Operating Partnership indemnify such officers and trust
managers to the fullest extent permitted by law, and advance to the officers and
trust managers all related expenses, subject to reimbursement if it is
subsequently determined that indemnification is not permitted. The Company and
the Operating Partnership also must indemnify and advance expenses incurred by
officers and trust managers seeking to enforce their rights under the
indemnification agreements and cover officers and trust managers under the
Company's and Operating Partnership's directors' and officers' liability
insurance, if any. Although the indemnification agreements offer substantially
the same scope of coverage afforded by provisions in the Declaration of Trust,
the Bylaws and the Operating Partnership's limited partnership agreement, they
provide greater assurance to trust managers and executive officers that
indemnification will be available, because, as contracts, they cannot be
modified unilaterally in the future by the Board of Trust Managers of the
Company or by the stockholders to alter, limit or eliminate the rights they
provide.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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)
<PAGE> 7
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)
ITEM 9. UNDERTAKINGS.
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement.
<PAGE> 8
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE> 9
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
----------------------------------------
Gerald W. Haddock
President and Chief Executive Officer
<PAGE> 10
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 1996 Crescent Real Estate Equities Limited Partnership Unit 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.
<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C>
/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)
</TABLE>
<PAGE> 11
<TABLE>
<S> <C> <C>
/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
- ------------------------------
Anthony M. Frank
/s/ MORTON H. MEYERSON Trust Manager September 25, 1998
- ------------------------------
Morton H. Meyerson
/s/ WILLIAM F. QUINN Trust Manager September 25, 1998
- ------------------------------
William F. Quinn
/s/ PAUL E. ROWSEY, III Trust Manager September 25, 1998
- ------------------------------
Paul E. Rowsey, III
/s/ MELVIN ZUCKERMAN Trust Manager September 25, 1998
- ------------------------------
Melvin Zuckerman
</TABLE>
<PAGE> 12
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
- ------- ----------------------
<S> <C>
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)
</TABLE>
<PAGE> 1
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 4,000,000 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 1996 Crescent Real Estate Equities
Limited Partnership Unit 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
<PAGE> 1
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
<PAGE> 1
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
