CRESCENT REAL ESTATE EQUITIES CO, SC 13D, 2000-11-17

CRESCENT REAL ESTATE EQUITIES CO
SC 13D, 2000-11-17
REAL ESTATE INVESTMENT TRUSTS

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<PAGE>

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D**

Under the Securities Exchange Act of 1934
(Amendment No. ____)*

Crescent Real Estate Equities Company
--------------------------------------------------------------------------------
(Name of Issuer)

Common Stock, $.01 par value
--------------------------------------------------------------------------------
(Title of Class of Securities)

225756105
---------------------------------------------------------------
(CUSIP Number)

SPO Partners & CO.
William E. Oberndorf
591 Redwood Highway, Suite 3215
Mill Valley, California 94941
(415) 383-6600

with a copy to:
Phillip Gordon
Altheimer & Gray
10 South Wacker Drive
Chicago, Illinois 60606
(312) 715-4000
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)

November 7, 2000
---------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing
this Schedule because of Rule 13d-1(b) (3) or (4), check the following
box [_].

Check the following box if a fee is being paid with the statement. [_]

* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

The total number of shares of common stock reported as beneficially owned by
the Reporting Persons herein is 5,992,620 which constitutes approximately
5.5% of the total number of shares outstanding. All ownership percentages
set forth herein assumes that there are 108,015,130 shares outstanding.

The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).

<PAGE>

------------------------------------------------------------------------------
1. Name of Reporting Person:

Main Street Partners, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of A Group:
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only

------------------------------------------------------------------------------
Source of Funds:
4
WC
------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f): [_]

------------------------------------------------------------------------------
6. Citizenship or Place of Organization:

Delaware
------------------------------------------------------------------------------
7. Sole Voting Power:

Number of
3,269,700 (1)
Shares -----------------------------------------------------------
8. Shared Voting Power:
Beneficially

Owned By -0-
-----------------------------------------------------------
Each 9. Sole Dispositive Power:

Reporting
3,269,700 (1)
Person -----------------------------------------------------------
10. Shared Dispositive Power:
With
-0-
------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:

3,269,700 (1)
------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11):

3.0%
------------------------------------------------------------------------------
14. Type of Reporting Person:

PN
------------------------------------------------------------------------------

(1) Power is exercised through its sole general partner, MS Advisory Partners,
L.P.

<PAGE>

------------------------------------------------------------------------------
1. Name of Reporting Person:

MS Advisory Partners, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of A Group:
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only

------------------------------------------------------------------------------
Source of Funds:
4
Not Applicable
------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f): [_]

------------------------------------------------------------------------------
6. Citizenship or Place of Organization:

Delaware
------------------------------------------------------------------------------
7. Sole Voting Power:

Number of
3,269,700 (1) (2)
Shares -----------------------------------------------------------
8. Shared Voting Power:
Beneficially

Owned By -0-
-----------------------------------------------------------
Each 9. Sole Dispositive Power:

Reporting
3,269,700 (1) (2)
Person -----------------------------------------------------------
10. Shared Dispositive Power:
With
-0-
------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:

3,269,700 (1) (2)
------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11):

3.0%
------------------------------------------------------------------------------
14. Type of Reporting Person:

PN
------------------------------------------------------------------------------

(1) Solely in its capacity as the sole general partner of Main Street Partners,
L.P.
(2) Power is exercised through its two general partners, SF Advisory Corp. and
SF Advisory Corp. II.

<PAGE>

------------------------------------------------------------------------------
1. Name of Reporting Person:

San Francisco Partners II, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group:
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only

------------------------------------------------------------------------------
4. Source of Funds: WC

------------------------------------------------------------------------------
5. Check box if Disclosure of Legal Proceedings is Required Pursuant
To Items 2(e) Or 2(f): [_]

------------------------------------------------------------------------------
6. Citizenship or Place of Organization: California

------------------------------------------------------------------------------
7. Sole Voting Power: 807,700(1)

Number of

Shares -----------------------------------------------------------
8. Shared Voting Power: -0-
Beneficially

Owned By
-----------------------------------------------------------
Each 9. Sole Dispositive Power: 807,700 (1)

Reporting

Person -----------------------------------------------------------
10. Shared Dispositive Power: -0-
With

------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
807,700 (1)

------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount In Row (11) Excludes Certain Shares:

[_]
------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 0.7%

------------------------------------------------------------------------------
14. Type of Reporting Person: PN

------------------------------------------------------------------------------

(1) Power is exercised through its sole general partner, SF Advisory Partners,
L.P.
<PAGE>

------------------------------------------------------------------------------
1. Name of Reporting Person:

SF Advisory Partners, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group:
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only

------------------------------------------------------------------------------
4. Source of Funds: Not Applicable

------------------------------------------------------------------------------
5. Check box if Disclosure of Legal Proceedings is Required Pursuant
To Items 2(e) Or 2(f): [_]

------------------------------------------------------------------------------
6. Citizenship or Place of Organization: Delaware

------------------------------------------------------------------------------
7. Sole Voting Power: 807,700(1) (2)

Number of

Shares -----------------------------------------------------------
8. Shared Voting Power: -0-
Beneficially

Owned By
-----------------------------------------------------------
Each 9. Sole Dispositive Power: 807,700 (1) (2)

Reporting

Person -----------------------------------------------------------
10. Shared Dispositive Power: -0-
With

------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
807,700 (1) (2)

------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:

[_]
------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 0.7%

------------------------------------------------------------------------------
14. Type of Reporting Person: PN

------------------------------------------------------------------------------

(1) Solely in its capacity as the sole general partner of San Francisco
Partners II, L.P.
(2) Power is exercised through its two general partners, SF Advisory Corp. and
SF Advisory Corp. II.
<PAGE>

------------------------------------------------------------------------------
1. Name of Reporting Person:

SF Advisory Corp.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group:
(a) [_]

(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only

------------------------------------------------------------------------------
4. Source of Funds: Not Applicable

------------------------------------------------------------------------------
5. Check box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f):
[_]
------------------------------------------------------------------------------
6. Citizenship or Place of Organization:

Delaware
------------------------------------------------------------------------------
7. Sole Voting Power:
Number of
-0-
Shares -----------------------------------------------------------
8. Shared Voting Power:
Beneficially

Owned By 4,077,400 (1) (2)
-----------------------------------------------------------
Each 9. Sole Dispositive Power:

Reporting
-0-
Person -----------------------------------------------------------
10. Shared Dispositive Power:
With
4,077,400 (1) (2)
------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:

4,077,400 (1) (2)
------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:

[_]
------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11):

3.8%
------------------------------------------------------------------------------
14. Type of Reporting Person:

CO
------------------------------------------------------------------------------

(1) Solely in its capacity as one of two general partners of MS Advisory
Partners, L.P. with respect to 3,269,700 of such shares; and solely in
its capacity as one of two general partners of SF Advisory Partners,
L.P. with respect to 807,700 of such shares.
(2) Power is exercised through its controlling person, John H. Scully.

<PAGE>

------------------------------------------------------------------------------
1. Name of Reporting Person:

SF Advisory Corp. II
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group:
(a) [_]

(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only

------------------------------------------------------------------------------
4. Source of Funds: Not Applicable

Owned By 4,077,400 (1) (2)
-----------------------------------------------------------
Each 9. Sole Dispositive Power:

4,077,400 (1) (2)
------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:

[_]
------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11):

3.8%
------------------------------------------------------------------------------
14. Type of Reporting Person:

CO
------------------------------------------------------------------------------

<PAGE>

------------------------------------------------------------------------------
1. Names of Reporting Person:

Netcong Newton Partners
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group:
(a) [_]

(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only

------------------------------------------------------------------------------
4. Source of Funds: WC

California
------------------------------------------------------------------------------
7. Sole Voting Power:
Number of
200,000 (1)
Shares -----------------------------------------------------------
8. Shared Voting Power:
Beneficially

Owned By -0-
-----------------------------------------------------------
Each 9. Sole Dispositive Power:

Reporting
200,000 (1)
Person -----------------------------------------------------------
10. Shared Dispositive Power:
With
-0-
------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:

200,000 (1)
------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:

[_]
------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11):

0.2%
------------------------------------------------------------------------------
14. Type of Reporting Person:

PN
------------------------------------------------------------------------------

(1) Power is exercised through its controlling person, John H. Scully.

<PAGE>

------------------------------------------------------------------------------
1. Name of Reporting Person:

Cranberry Lake Partners, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group:
(a) [_]

(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only

------------------------------------------------------------------------------
4. Source of Funds: WC

------------------------------------------------------------------------------
7. Sole Voting Power: 175,000 (1)
Number of

Shares -----------------------------------------------------------
8. Shared Voting Power: -0-
Beneficially

Owned By
-----------------------------------------------------------
Each 9. Sole Dispositive Power: 175,000 (1)

Reporting

Person -----------------------------------------------------------
10. Shared Dispositive Power: -0-
With
------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
175,000 (1)

------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:

[_]
------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 0.2%

------------------------------------------------------------------------------
14. Type of Reporting Person: PN

------------------------------------------------------------------------------

(1) Power is exercised through its sole general partner, John H. Scully and
Irene S. Scully as Trustees for the John and Irene Scully Trust, dated May
30, 1994.
<PAGE>

------------------------------------------------------------------------------
1. Name of Reporting Person:

D. L. & W. Inc. Profit Sharing Retirement Plan
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group:
(a) [_]

(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only

------------------------------------------------------------------------------
4. Source of Funds: WC

------------------------------------------------------------------------------
7. Sole Voting Power: 200,300 (1)
Number of

Shares -----------------------------------------------------------
8. Shared Voting Power: -0-
Beneficially

Owned By
-----------------------------------------------------------
Each 9. Sole Dispositive Power: 200,300 (1)

Reporting

Person -----------------------------------------------------------
10. Shared Dispositive Power: -0-
WITH
------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
200,300 (1)

------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:

[_]
------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 0.2%

------------------------------------------------------------------------------
14. Type of Reporting Person: CO

------------------------------------------------------------------------------

(1) Power is exercised through its sole trustee, John H. Scully.

<PAGE>

------------------------------------------------------------------------------
1. Name of Reporting Person:

Phoebe Snow Foundation, Inc.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group:
(a) [_]

(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only

------------------------------------------------------------------------------
4. Source of Funds: WC

------------------------------------------------------------------------------
7. Sole Voting Power: 479,900 (1)
Number of

Shares -----------------------------------------------------------
8. Shared Voting Power: -0-
Beneficially

Owned By
-----------------------------------------------------------
Each 9. Sole Dispositive Power: 479,900 (1)

Reporting

------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:

[_]
------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 0.4%

------------------------------------------------------------------------------
14. Type of Reporting Person: CO

------------------------------------------------------------------------------

(1) Power is exercised through its controlling person and sole director and
executive officer, John H. Scully.

<PAGE>

------------------------------------------------------------------------------
1. Name of Reporting Person:

John H. Scully
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group:
(a) [_]

(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only

------------------------------------------------------------------------------
4. Source of Funds: PF and Not Applicable

------------------------------------------------------------------------------
7. Sole Voting Power: 1,000 (1)
Number of

Shares -----------------------------------------------------------
8. Shared Voting Power: 5,132,600 (2)
Beneficially

Owned By
-----------------------------------------------------------
Each 9. Sole Dispositive Power: 1,000 (1)

Reporting

Person -----------------------------------------------------------
10. Shared Dispositive Power: 5,132,600 (2)
WITH
------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:

5,133,600 (1)(2)

------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:

[_]
------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 4.8%

------------------------------------------------------------------------------
14. Type of Reporting Person: IN

------------------------------------------------------------------------------

(1) 1,000 Shares held in John H. Scully Individual Retirement Account, a
self-directed individual retirement account.
(2) Of these, 4,077,400 shares are beneficially owned solely in his capacity as
the controlling person of SF Advisory Corp., 200,000 shares are beneficially
owned solely in his capacity as sole general partner of Netcong Newton Partners,
175,000 shares are beneficially owned solely in his

<PAGE>

capacity as trustee for the general partner of Cranberry Lake Partners, L.P.,
200,300 shares are beneficially owned solely in his capacity as controlling
person of D. L. & W. Inc. Profit Sharing Retirement Plan, and 479,900 shares
are beneficially owned solely in his capacity as controlling person of Phoebe
Snow Foundation, Inc.
<PAGE>

------------------------------------------------------------------------------
1. Name of Reporting Person:

Oberndorf Foundation

------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group:
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only

------------------------------------------------------------------------------
4. Source of Funds:

WC
------------------------------------------------------------------------------
5. Check box if Disclosure of Legal Proceedings is Required Pursuant
To Items 2(e) or 2(f)
[_]
------------------------------------------------------------------------------
6. Citizenship or Place of Organization:

California
------------------------------------------------------------------------------
7. Sole Voting Power:

Number of
60,000 (1)
Shares -----------------------------------------------------------
8. Shared Voting Power:
Beneficially

Owned By -0-
-----------------------------------------------------------
Each 9. Sole Dispositive Power:

Reporting
60,000 (1)
Person -----------------------------------------------------------
10. Shared Dispositive Power:
With
-0-
------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:

60,000 (1)

------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:

[_]
------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11):

0.1%
------------------------------------------------------------------------------
14. Type of Reporting Person:

CO
------------------------------------------------------------------------------
(1) Power is exercised through its two directors: William E Oberndorf and
Susan C. Oberndorf.

<PAGE>

------------------------------------------------------------------------------
1. Name of Reporting Person

William E. Oberndorf

------------------------------------------------------------------------------
4. Source of Funds:

PF and Not Applicable
------------------------------------------------------------------------------
5. Check box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f):
[_]
------------------------------------------------------------------------------
6. Citizenship or Place of Organization:

USA
------------------------------------------------------------------------------
7. Sole Voting Power:

Number of
711,880 (1)
Shares -----------------------------------------------------------
8. Shared Voting Power:
Beneficially

Owned By 4,209,400 (2)
-----------------------------------------------------------
Each 9. Sole Dispositive Power:

Reporting
711,880 (1)
Person -----------------------------------------------------------
10. Shared Dispositive Power:
With
4,209,400 (2)
------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:

4,921,280 (1) (2)

------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:

[_]
------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11):

4.6%
------------------------------------------------------------------------------
14. Type of Reporting Person:

IN
------------------------------------------------------------------------------

(1) 692,880 Shares held by William E. Oberndorf's Individual Retirement
Accounts, which are self-directed, and 19,000 shares are owned by his children
who share hid household.
(2) Of these, 4,077,400 shares are beneficially owned solely in his capacity as
the controlling person of SF Advisory Corp. II 60,000 shares are beneficially
owned solely in his capacity as a

<PAGE>

controlling person of Oberndorf Foundation, a family foundation, and an
aggregate of 72,000 shares are held in two trusts for the benefit of himself and
his wife, Susan C. Oberndorf, for which he serves as trustee.

<PAGE>

------------------------------------------------------------------------------
1. Name of Reporting Person:

William J. Patterson
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group:
(a) [_]

(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only

------------------------------------------------------------------------------
4. Source of Funds:

PF
------------------------------------------------------------------------------
5. Check box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f): [_]

------------------------------------------------------------------------------
6. Citizenship or Place of Organization:

USA
------------------------------------------------------------------------------
Number of 7. Sole Voting Power:

Shares
2,300
Beneficially -----------------------------------------------------------
8. Shared Voting Power:
Owned By

Each -0-
-----------------------------------------------------------
Reporting 9. Sole Dispositive Power:

Person
2,300
With -----------------------------------------------------------
10. Shared Dispositive Power:

-0-
------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:

2,300
------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:

[_]
------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11):

* 0.1%
------------------------------------------------------------------------------
14. Type of Reporting Person:

IN
------------------------------------------------------------------------------
* denotes less than
<PAGE>

------------------------------------------------------------------------------
1. Name of Reporting Person:

Michael B. Yuen
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group:
(a) [_]

(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only

------------------------------------------------------------------------------
4. Source of Funds:

PF
------------------------------------------------------------------------------
5. Check box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f): [_]

------------------------------------------------------------------------------
6. Citizenship or Place of Organization:

USA
------------------------------------------------------------------------------
Number of 7. Sole Voting Power:

Shares
12,540
Beneficially -----------------------------------------------------------
8. Shared Voting Power:
Owned By

Each -0-
-----------------------------------------------------------
Reporting 9. Sole Dispositive Power:

Person
12,540
With -----------------------------------------------------------
10. Shared Dispositive Power:

-0-
------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:

12,540
------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:

[_]
------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11):

0.1%
------------------------------------------------------------------------------
14. Type of Reporting Person:

IN
------------------------------------------------------------------------------

<PAGE>

------------------------------------------------------------------------------
1. Name of Reporting Person:

Jane Y. Liou
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group:
(a) [_]

(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only

------------------------------------------------------------------------------
4. Source of Funds:

PF
------------------------------------------------------------------------------
5. Check box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f): [_]

------------------------------------------------------------------------------
6. Citizenship or Place of Organization:

USA
------------------------------------------------------------------------------
Number of 7. Sole Voting Power:

Shares
300
Beneficially -----------------------------------------------------------
8. Shared Voting Power:
Owned By

Each -0-
-----------------------------------------------------------
Reporting 9. Sole Dispositive Power:

Person
300
With -----------------------------------------------------------
10. Shared Dispositive Power:

-0-
------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:

300
------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:

[_]
------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11):

* 0.1%
------------------------------------------------------------------------------
14. Type of Reporting Person:

IN
------------------------------------------------------------------------------
* Denotes less than

<PAGE>

Item 1. Security and Issuer.
-------------------

This statement relates to the shares of common stock, par value $.01 per
share (the "Shares") of Crescent Real Estate Equities Company, a Texas
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 777 Main Street, Suite 2100, Fort Worth, Texas 76102.

Item 2. Identity and Background.
-----------------------

(a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby file this Schedule 13D Statement on behalf of
Main Street Partners, L.P., a Delaware limited partnership ("MSP"), MS Advisory
Partners, L.P., a Delaware limited partnership ("MS Advisory Partners"), San
Francisco Partners II, L.P., a California limited partnership ("SFP"), SF
Advisory Partners, L.P., a Delaware limited partnership ("SF Advisory
Partners"), SF Advisory Corp., a Delaware corporation ("SF Advisory Corp."), SF
Advisory Corp. II, a Delaware corporation ("SF Advisory Corp. II"), Netcong
Newton Partners, a California limited partnership ("NNP"), Cranberry Lake
Partners, L.P., a California limited partnership ("CLP"), D. L. & W. Inc.
Profit Sharing Retirement Plan, a California corporation ("DLW"), Phoebe Snow
Foundation, Inc., a California corporation ("PS Foundation"), John H. Scully
("JHS"), Oberndorf Foundation, a California corporation ("O Foundation"),
William E. Oberndorf ("WEO"), William J. Patterson ("WJP"), Michael B Yuen
("MBY"), and Jane Y. Liou ("JYL"). MSP, MS Advisory Partners, SFP, SF Advisory
Partners, SF Advisory Corp., SF Advisory Corp. II, NNP, CLP, DLW, PS Foundation,
JHS, O Foundation, WEO, WJP, MBY, and JYL are sometimes hereinafter referred to
as the "Reporting Persons." The Reporting Persons are making this single, joint
filing because they may be deemed to constitute a "group" within the meaning of
Section 13(d)(3) of the Act, although neither the fact of this filing nor
anything contained herein shall be deemed to be an admission by the Reporting
Persons that a group exists.

(b)-(c)

MSP
---

MSP is a Delaware limited partnership, the principal business of which is
the purchase, sale, exchange, acquisition and holding of investment securities.
The principal business address of MSP, which also serves as its principal
office, is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941.
Pursuant to Instruction C to Schedule 13D of the Act, certain information with
respect to MS Advisory Partners, the sole general partner of MSP, is set forth
below.
<PAGE>

MS Advisory Partners
--------------------

MS Advisory Partners is a Delaware limited partnership, the principal
business of which is serving as the sole general partner of MSP. The principal
business address of MS Advisory Partners, which also serves as its principal
office, is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941.
Pursuant to Instruction C to Schedule 13D of the Act, certain information with
respect to SF Advisory Corp. and SF Advisory Corp. II, the two general partners
of MS Advisory Partners, is set forth below.

SFP
---

SFP is a California limited partnership, the principal business of which is
the purchase, sale, exchange, acquisition and holding of investment securities.
The principal business address of SFP, which also serves as its principal
office, is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941.
Pursuant to Instruction C to Schedule 13D of the Act, certain information with
respect to SF Advisory Partners, the sole general partner of SFP, is set forth
below.

SF Advisory Partners
--------------------

SF Advisory Partners is a Delaware limited partnership, the principal
business of which is serving as the sole general partner of SFP. The principal
business address of SF Advisory Partners, which also serves as its principal
office, is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941.
Pursuant to Instruction C to Schedule 13D of the Act, certain information with
respect to SF Advisory Corp. and SF Advisory Corp. II, the two general partners
of SF Advisory Partners, is set forth below.

SF Advisory Corp.
----------------

SF Advisory Corp. is a Delaware corporation, the principal business of
which is serving as one of two general partners of each of MS Advisory Partners
and SF Advisory Partners. The principal address of SF Advisory Corp., which
also serves as its principal office, is 591 Redwood Highway, Suite 3215, Mill
Valley, California 94941. Pursuant to Instruction C to Schedule 13D of the Act,
certain information with respect to JHS, who is the sole director, executive
officer and controlling person of SF Advisory Corp., is set forth below.

SF Advisory Corp. II
--------------------

SF Advisory Corp. II is a Delaware corporation, the principal business of
which is serving as one of two general partners of each of
<PAGE>

MS Advisory Partners and SF Advisory Partners. The principal business address of
SF Advisory Corp. II, which also serves as its principal office, is 591 Redwood
Highway, Suite 3215, Mill Valley, California 94941. Pursuant to Instruction C to
Schedule 13D of the Act, certain information with respect to WEO, who is the
sole director, executive officer and controlling person of SF Advisory Corp. II,
is set forth below.

NNP
---

NNP is a California limited partnership, the principal business of which is
the purchase, sale, exchange, acquisition and holding of investment securities.
The principal business address of NNP, which also serves as its principal
office, is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941.
Pursuant to Instruction C to Schedule 13D of the Act, certain information with
respect to JHS, the sole general partner of NNP, is set forth below.

CLP
---

CLP is a California limited partnership, the principal business of which is
the purchase, sale, exchange, acquisition and holding of investment securities.
The principal business address of CLP, which also serves as its principal
office, is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941.
Pursuant to Instruction C to Schedule 13D of the Act, certain information with
respect to JHS, trustee for the sole general partner of CLP, is set forth below.

DLW
---

DLW is a California corporation, the principal purpose of which is to be a
profit-sharing plan. The principal business address of DLW, which also serves as
its principal office, is 591 Redwood Highway, Suite 3215, Mill Valley,
California 94941. Pursuant to Instruction C to Schedule 13D of the Act, certain
information with respect to JHS, controlling person of DLW, is set forth below.

PS Foundation
-------------

PS Foundation is a California corporation, whose principal purpose is to be
a private, grant-making charitable entity. The principal business address of PS
Foundation, which also serves as its principal office, is 591 Redwood Highway,
Suite 3215, Mill Valley, California 94941. Pursuant to Instruction C to
Schedule 13D of the Act, certain information with respect to JHS, sole director
and controlling person of PS Foundation, is set forth below.
<PAGE>

JHS
---

JHS' business address is 591 Redwood Highway, Suite 3215, Mill Valley,
California 94941. His present principal occupation is serving as a managing
director of SPO Partners & Co., a Delaware corporation ("SPO"). The principal
business of SPO is operating as an investment firm. The principal address of
SPO, which also serves as its principal office, is 591 Redwood Highway, Suite
3215, Mill Valley, California 94941. JHS is the sole stockholder, sole director
and chief executive officer of SF Advisory Corp., and one of the two corporate
general partners of each of MS Advisory Partners and SF Advisory Partners. JHS
is also the sole director and controlling person of PS Foundation, the
controlling person of DLW, the sole general partner of NNP, and trustee for the
sole general partner of CLP.

O Foundation
------------

O Foundation is a non-profit California corporation, the principal purpose
of which is to give charitable distributions. The principal business address of
O Foundation, which also serves as its principal office, is 591 Redwood Highway,
Suite 3215, Mill Valley, California 94941. Pursuant to Instruction C to
Schedule 13D of the Act, certain information with respect to WEO, controlling
person of O Foundation, is set forth below.

WEO
---

WEO's business address is 591 Redwood Highway, Suite 3215, Mill Valley,
California 94941. His present principal occupation is serving as a managing
director of SPO. WEO is the sole stockholder, director and chief executive
officer of SF Advisory Corp. II, one of two corporate general partners of MS
Advisory Partners and SF Advisory Partners. WEO is also the controlling person
of O Foundation.

WJP
---

WJP's business address is 591 Redwood Highway, Suite 3215, Mill Valley,
California 94941. His present principal occupation is serving as a managing
director of SPO.

MBY
---

MBY's business address is 591 Redwood Highway, Suite 3215, Mill Valley,
California 94941. His present principal occupation is as a partner for SPO.

<PAGE>

JYL
---

JYL's business address is 591 Redwood Highway, Suite 3215, Mill Valley,
California 94941. Her present principal occupation is as an associate for SPO.

(d) None of the entities or persons identified in this Item 2 has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).

(e) None of the entities or persons identified in this Item 2 has, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.

(f) All of the natural persons identified in this Item 2 are citizens of
the United States of America.

Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------

The source and amount of the funds used or to be used by the Reporting
Persons to purchase Shares are as follows:

Name Source of Funds Amount of Funds
---- --------------- ---------------

MSP Working Capital (1) $68,877,569.85

MS Advisory Partners Not Applicable Not Applicable

SFP Working Capital (1) $16,962,060.66

SF Advisory Partners Not Applicable Not Applicable

SF Advisory Corp. Not Applicable Not Applicable

SF Advisory Corp. II Not Applicable Not Applicable

NNP Working Capital (1) $ 4,097,010.00

CLP Working Capital (1) $ 3,586,535.00

DLW Working Capital (1) $ 4,194,905.08

PS Foundation Working Capital (1) $10,151,885.01

JHS Personal Funds (2) $ 20,612.50

<PAGE>

O Foundation Working Capital (1) $ 1,316,100.00

WEO Personal Funds (2) $17,539,417.76

WJP Personal Funds (2) $ 50,111.63

MBY Personal Funds (2) $ 264,273.13

JYL Personal Funds (2) $ 6,257.00

__________________
(1) As used herein, the term "Working Capital" includes income from the
business operations of the entity plus sums borrowed from banks and brokerage
firm margin accounts to operate such business in general. None of the funds
reported herein as "Working Capital" were borrowed or otherwise obtained for the
specific purpose of acquiring, handling, trading or voting the Shares.

(2) As used herein, the term "Personal Funds" includes sums borrowed from
banks and brokerage firm margin accounts, none of which were borrowed or
otherwise obtained for the specific purpose of acquiring, handling, trading or
voting the Shares.

Item 4. Purpose of Transaction.
----------------------

The Reporting Persons acquired the Shares reported herein for investment
purposes. Consistent with such purposes, the Reporting Persons have had, and
may have in the future, discussions based on publicly available information with
management of the Issuer concerning the Issuer's recent operating history as
well as the Issuer's general business outlook and prospects.

Depending on market conditions and other factors that each may deem
material to its investment decision, each of the Reporting Persons may purchase
additional Shares in the open market or in private transactions or may dispose
of all or a portion of the Shares that such Reporting Person now owns or
hereafter may acquire.

Except as set forth in this Item 4, the Reporting Persons have no present
plans or proposals that relate to or that would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act.

Item 5. Interest in Securities of the Issuer.
------------------------------------

(a) Percentage interest calculations for each Reporting Person are based
upon the Issuer having 108,015,130 total outstanding shares of common

<PAGE>

stock, as reported on the Issuer's 10-Q filed with the Securities Exchange
Commission on November 9, 2000.

MSP
---

The aggregate number of Shares that MSP owns beneficially, pursuant to Rule
13d-3 of the Act, is 3,269,700 Shares, which constitutes approximately 3.0% of
the outstanding Shares.

MS Advisory Partners
--------------------

Because of its position as the sole general partner of MSP, MS Advisory
Partners may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 3,269,700 Shares, which constitutes approximately 3.0% of the
outstanding Shares.

SFP
---

The aggregate number of Shares that SFP owns beneficially, pursuant to Rule
13d-3 of the Act, is 807,700 Shares which constitutes approximately 0.7% of the
outstanding Shares.

SF Advisory Partners
--------------------

Because of its position as the sole general partner of SFP, SF Advisory
Partners may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 807,700 Shares, which constitutes approximately 0.7% of the outstanding
Shares.

SF Advisory Corp.
----------------

Because of its positions as one of two general partners of each of MS
Advisory Partners, and SF Advisory Partners, SF Advisory Corp. may, pursuant to
Rule 13d-3 of the Act, be deemed to be the beneficial owner of 4,077,400 Shares
in the aggregate, which constitutes approximately 3.8% of the outstanding
Shares.

SF Advisory Corp. II
--------------------

Because of its positions as one of two general partners of each of MS
Advisory Partners and SF Advisory Partners, SF Advisory Corp. II may, pursuant
to Rule 13d-3 of the Act, be deemed to be the beneficial owner of

<PAGE>

4,077,400 Shares in the aggregate, which constitutes approximately 3.8% of the
outstanding Shares.

NNP
---

The aggregate number of Shares that NNP owns beneficially, pursuant to Rule
13d-3 of the Act, is 200,000 Shares which constitutes approximately 0.2% of the
outstanding Shares.

CLP
---

The aggregate number of Shares that CLP owns beneficially, pursuant to Rule
13d-3 of the Act, is 175,000 Shares which constitutes approximately 0.2% of the
outstanding Shares.

DLW
---

The aggregate number of Shares that DLW owns beneficially, pursuant to Rule
13d-3 of the Act, is 200,300 Shares which constitutes approximately 0.2% of the
outstanding Shares.

PS Foundation
-------------

The aggregate number of Shares that PS Foundation owns beneficially,
pursuant to Rule 13d-3 of the Act, is 479,900 Shares which constitutes
approximately 0.4% of the outstanding Shares.

JHS
---

Individually, and because of his positions as a control person of SF
Advisory Corp., NNP, CLP, DLW, and PS Foundation, JHS may, pursuant to Rule 13d-
3 of the Act, be deemed to be the beneficial owner of 5,133,600 Shares, which
constitutes approximately 4.8% of the outstanding Shares.

O Foundation
------------

The aggregate number of Shares that O Foundation owns beneficially,
pursuant to Rule 13d-3 of the Act, is 60,000 Shares which constitutes
approximately 0.1% of the outstanding Shares.

WEO
---

Individually, and because of his positions as a control person of SF
Advisory Corp. II and O Foundation, WEO may, pursuant to Rule 13d-3 of the Act,
be deemed to be the beneficial owner of 4,921,280 Shares in the aggregate, which
constitutes approximately 4.6% of the outstanding Shares.

<PAGE>

WJP
---

The aggregate number of Shares that WJP owns beneficially, pursuant to Rule
13d-3 of the Act, is 2,300 Shares which constitutes less than 0.1% of the
outstanding Shares.

MBY
---

The aggregate number of Shares that MBY owns beneficially, pursuant to Rule
13d-3 of the Act, is 12,540 Shares which constitutes approximately 0.1% of the
outstanding Shares.

JYL
---

The aggregate number of shares that JYL owns beneficially, pursuant to Rule
13d-3 of the Act, is 300 Shares which constitutes less than 0.1% of the
outstanding Shares.

To the best of the knowledge of each of the Reporting Persons, other than
as set forth above, none of the persons named in Item 2 hereof is the beneficial
owner of any Shares.

(b)

MSP
---

Acting through its sole general partner, MSP has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of 3,269,700
Shares.

MS Advisory Partners
--------------------

Acting through its two general partners and in its capacity as the sole
general partner of MSP, MS Advisory Partners has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 3,269,700 Shares.

SFP
---

Acting through its sole general partner, SFP has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of 807,700
Shares.

SF Advisory Partners
--------------------

Acting through its two general partners and in its capacity as the sole
general partner of SFP, SF Advisory Partners has the sole power to
<PAGE>

vote or to direct the vote and to dispose or to direct the disposition of
807,700 Shares.

SF Advisory Corp.
-----------------

Acting through its controlling person and in its capacities as one of two
general partners of each of MS Advisory Partners and SF Advisory Partners, SF
Advisory Corp. has shared power to vote or to direct the vote and to dispose or
to direct the disposition of 4,077,400 Shares in the aggregate. SF Advisory
Corp. shares such power with SF Advisory Corp. II.

SF Advisory Corp. II
--------------------

Acting through its controlling person and in its capacities as one of two
general partners of each of MS Advisory Partners and SF Advisory Partners, SF
Advisory Corp. II has shared power to vote or to direct the vote and to dispose
or to direct the disposition of 4,077,400 Shares in the aggregate. SF Advisory
Corp. shares such power with SF Advisory Corp.

NNP
---

Acting through its sole general partner, NNP has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of 200,000
Shares.

CLP
---

Acting through its sole general partner, CLP has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of 175,000
Shares.

DLW
---

Acting through its controlling person, DLW has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 200,300 Shares.

PS Foundation
-------------

Acting through its controlling person, PS Foundation has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
479,900 Shares.

JHS
---

As the controlling person of SF Advisory Corp., which is one of two general
partners of each of MS Advisory Partners and SF Advisory Partners, JHS may be
deemed to have shared power with WEO (as the controlling person of SF Advisory
Corp. II, which is the other general partner of each of MS
<PAGE>

Advisory Partners and SF Advisory Partners) to vote or to direct the vote and to
dispose or to direct the disposition of 4,077,400 Shares held by MSP and SFP in
the aggregate. Because of his positions as a control person of NNP, CLP, DLW,
and PS Foundation, JHS may be deemed to have shared power to vote or to direct
the vote and to dispose or to direct the disposition of 1,055,200 shares held by
NNP, CLP, DLW, and PS Foundation in the aggregate. JHS has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of 1,000
Shares.

O Foundation
------------

Acting through its controlling person, O Foundation has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of 60,000
Shares.

WEO
---

WEO has the sole power to vote or to direct the vote and to dispose or to
direct the disposition of 711,880 Shares. As the controlling person of SF
Advisory Corp. II, which is one of two general partners of each of MS Advisory
Partners and SF Advisory Partners, WEO may be deemed to have shared power with
JHS (as the controlling person of SF Advisory Corp., which is the other general
partner of each of MS Advisory Partners and SF Advisory Partners) to vote or to
direct the vote and to dispose or to direct the disposition of 4,077,400 Shares
held by MSP and SFP in the aggregate. As the controlling person of O Foundation,
WEO may be deemed to have shared power to vote or to direct the vote and to
dispose or to direct the disposition of 60,000 Shares. WEO may be deemed to have
shared power to vote or to direct the vote and to dispose or to direct the
disposition of 72,000 Shares held in two trusts for himself and his wife Susan
C. Oberndorf.

WJP
---

WJP has the sole power to vote or to direct the vote and to dispose or to
direct the disposition of 2,300 Shares.

MBY
---

MBY has the sole power to vote or to direct the vote and to dispose or to
direct the disposition of 12,540 Shares.

JYL
---

JYL has the sole power to vote or to direct the vote and to dispose or to
direct the disposition of 300 Shares.
<PAGE>

(c) During the past sixty (60) days, the Reporting Persons purchased Shares
in open market transactions on the New York Stock Exchange ("NYSE") as set forth
on Schedule I attached hereto.

Except as set forth in this paragraph (c), to the best of the knowledge of
each of the Reporting Persons, none of the persons named in response to
paragraph (a) has effected any transactions in Shares during the past sixty (60)
days.

(d) Each of the Reporting Persons affirms that no person other than such
Reporting Person has the right to receive or the power to direct the receipt of
distributions with respect to, or the proceeds from the sale of, the Shares
owned by such Reporting Person.

(e) It is inapplicable for the purposes herein to state the date on which
the Reporting Persons ceased to be the owners of more than five percent (5%) of
the outstanding Shares.

Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
------------------------------------------------------

Except as set forth herein or in the Exhibits filed herewith, there are no
other contracts, arrangements, understandings or relationships of the type
required to be disclosed in response to Item 6 of Schedule 13D of the Act with
respect to the Shares owned by the Reporting Persons.

Item 7. Material to be Filed as Exhibits.
--------------------------------

Exhibit A -- Agreement pursuant to Rule 13d-1(f)(1)(iii)

Exhibit B -- Power of Attorney for Netcong Newton Partners

Exhibit C -- Power of Attorney for Cranberry Lake Partners, L.P.

Exhibit D -- Power of Attorney for D. L. & W. Inc. Profit Sharing
Retirement Plan

Exhibit E -- Power of Attorney for Oberndorf Foundation

Exhibit F -- Power of Attorney for Jane Y. Liou
<PAGE>

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

DATED: November 17, 2000

/s/ Phillip Gordon
-------------------------------------------------
Phillip Gordon

Attorney-in-Fact for:

MAIN STREET PARTNERS, L.P. (1)
MS ADVISORY PARTNERS, L.P. (1)
SAN FRANCISCO PARTNERS II, L.P. (1)
SF ADVISORY PARTNERS, L.P. (1)
SF ADVISORY CORP. (1)
SF ADVISORY CORP. II (1)
NETCONG NEWTON PARTNERS (2)
CRANBERRY LAKE PARTNERS, L.P (2)
D. L. & W. INC. PROFIT SHARING RETIREMENT PLAN (2)
PHOEBE SNOW FOUNDATION, INC. (1)
JOHN H. SCULLY (1)
OBERNDORF FOUNDATION (2)
WILLIAM E. OBERNDORF (1)
WILLIAM J. PATTERSON (1)
MICHAEL B. YUEN (1)
JANE Y. LIOU (2)

(1) A Power of Attorney authorizing Phillip Gordon to act
on behalf of this person or entity has been previously
filed with the Securities and Exchange Commission.

(2) A Power of Attorney authorizing Philip Gordon or act on
behalf of this person or entity is attached as an
exhibit to this filing.
<PAGE>

SCHEDULE I TO
----------
SCHEDULE 13D
FOR
MAIN STREET PARTNERS, L.P., et al.
------

<TABLE>
<CAPTION>
Date of Number of Price Per Where/How
Reporting Person Transaction Type Shares Share Transaction Effected
----------------- ------------- --------- --------- ------ --------------------
<S> <C> <C> <C> <C> <C>
Main Street 09-08-00 Buy 20,500 22.560 Open Market/Broker
Partners, L.P. 09-11-00 Buy 28,000 22.495 Open Market/Broker
09-12-00 Buy 39,800 22.958 Open Market/Broker
09-13-00 Buy 44,500 23.052 Open Market/Broker
09-14-00 Buy 28,000 23.060 Open Market/Broker
10-02-00 Buy 82,000 21.810 Open Market/Broker
11-01-00 Buy 55,500 20.145 Open Market/Broker
11-02-00 Buy 50,400 20.402 Open Market/Broker
11-03-00 Buy 59,500 20.362 Open Market/Broker
11-06-00 Buy 50,000 20.412 Open Market/Broker
11-07-00 Buy 80,000 19.833 Open Market/Broker
11-08-00 Buy 36,300 19.973 Open Market/Broker
11-09-00 Buy 120,000 20.00 Open Market/Broker
11-10-00 Buy 119,600 20.192 Open Market/Broker
11-13-00 Buy 3,000 20.356 Open Market/Broker
11-14-00 Buy 8,600 20.672 Open Market/Broker
11-15-00 Buy 80,000 21.507 Open Market/Broker

San Francisco 09-08-00 Buy 4,500 22.560 Open Market/Broker
Partners II, L.P. 09-11-00 Buy 6,100 22.495 Open Market/Broker
09-12-00 Buy 8,800 22.958 Open Market/Broker
09-13-00 Buy 9,800 23.052 Open Market/Broker
09-14-00 Buy 6,000 23.060 Open Market/Broker
10-02-00 Buy 18,000 21.810 Open Market/Broker
11-01-00 Buy 12,200 20.145 Open Market/Broker
11-02-00 Buy 12,600 20.402 Open Market/Broker
11-03-00 Buy 14,900 20.362 Open Market/Broker
11-06-00 Buy 12,600 20.412 Open Market/Broker
11-06-00 Buy 20,000 19.833 Open Market/Broker
11-08-00 Buy 9,100 19.973 Open Market/Broker
11-09-00 Buy 30,000 20.00 Open Market/Broker
11-10-00 Buy 30,000 20.192 Open Market/Broker
11-13-00 Buy 1,000 20.356 Open Market/Broker
11-14-00 Buy 2,100 20.672 Open Market/Broker
11-15-00 Buy 20,000 21.507 Open Market/Broker

William E.
Oberndorf 09-14-00 Buy 3,800 23.059 Open Market/Broker
09-15-00 Buy 46,200 23.060 Open Market/Broker
09-19-00 Buy 41,000 22.685 Open Market/Broker
10-02-00 Buy 50,000 21.810 Open Market/Broker
10-03-00 Buy 20,480 21.810 Open Market/Broker
10-04-00 Buy 24,700 21.748 Open Market/Broker
</TABLE>
<PAGE>

<TABLE>
<S> <C> <C> <C> <C> <C>
10-11-00 Buy 22,800 21.310 Open Market/Broker
10-12-00 Buy 2,500 21.422 Open Market/Broker
10-12-00 Buy 89,000 21.420 Open Market/Broker

Michael B. Yuen 10-13-00 Buy 12,540 21.074 Open Market/Broker

Jane Y. Liou 11-03-00 Buy 100 22.375 Open Market/Broker
11-08-00 Buy 100 19.875 Open Market/Broker
</TABLE>
<PAGE>

EXHIBIT INDEX
Page
Exhibit Document Description Number
------- -------------------- ------

A Agreement Pursuant to Rule 13d-1(f)(1)(iii) 1

B Power of Attorney for Netcong Newton Partners 2

C Power of Attorney for Cranberry Lake Partners, L.P. 3

D Power of Attorney for D. L. & W. Inc. Profit Sharing
Retirement Plan 4

E Power of Attorney for Oberndorf Foundation 5

F Power of Attorney for Jane Y. Liou 6
<PAGE>

Exhibit A

Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General Rules
and Regulations of the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, the undersigned agrees that the statement to
which this Exhibit is attached is filed on behalf of each of them in the
capacities set forth below.

DATED: November 17, 2000

/s/ Phillip Gordon
-----------------------------------------------------------
Phillip Gordon

Attorney-in-Fact for:

MAIN STREET PARTNERS, L.P. (1)
MS ADVISORY PARTNERS, L.P. (1)
SAN FRANCISCO PARTNERS II, L.P. (1)
SF ADVISORY PARTNERS, L.P. (1)
SF ADVISORY CORP. (1)
SF ADVISORY CORP. II (1)
NETCONG NEWTON PARTNERS (2)
CRANBERRY LAKE PARTNERS, L.P (2)
D. L. & W. INC. PROFIT SHARING RETIREMENT PLAN(2)
PHOEBE SNOW FOUNDATION, INC. (1)
JOHN H. SCULLY (1)
OBERNDORF FOUNDATION (2)
WILLIAM E. OBERNDORF (1)
WILLIAM J. PATTERSON (1)
MICHAEL B. YUEN (1)
JANE Y. LIOU (2)

(1) A Power of Attorney authorizing Phillip Gordon to act
on behalf of this person or entity has been previously
filed with the Securities and Exchange Commission.

(2) A Power of Attorney authorizing Philip Gordon or act on
behalf of this person or entity is attached as an
exhibit to this filing.

Exhibits: Page 1
<PAGE>

EXHIBIT B

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, John H. Scully, the
sole General Partner of NETCONG NEWTON PARTNERS, has made, constituted and
appointed, and by these presents does make, constitute and appoint Phillip
Gordon the true and lawful attorney-in-fact and agent for NETCONG NEWTON
PARTNERS and in its name, place and stead to execute, acknowledge, deliver and
file any and all filings required by Section 13 and Section 16 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder, including, but not limited to, Schedules 13D, Forms 3, Forms 4 and
Forms 5, hereby ratifying and confirming all that said attorney-in-fact and
agent may do or cause to be done by virtue hereof.

The validity of this Power of Attorney shall not be affected in any manner
by reason of the execution, at any time, of other powers of attorney by the
undersigned in favor of persons other than the attorney-in-fact named herein.

WITNESS THE EXECUTION HEREOF this 16th day of November, 2000 by John H.
Scully.

NETCONG NEWTON PARTNERS

By: /s/ John H. Scully
---------------------
Name: John H. Scully
Title: Sole General Partner

STATE OF ILLINOIS )
COUNTY OF COOK )

/s/ Anita Flanagan
--------------------
Notary Public

Exhibits: Page 2
<PAGE>

EXHIBIT C

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, John H. Scully, as
trustee to the John and Irene Scully Trust dated May 30, 1994, said trust being
sole General Partner of CRANBERRY LAKE PARTNERS, L.P., has made, constituted and
appointed, and by these presents does make, constitute and appoint Phillip
Gordon the true and lawful attorney-in-fact and agent for CRANBERRY LAKE
PARTNERS, L.P. and in its name, place and stead to execute, acknowledge, deliver
and file any and all filings required by Section 13 and Section 16 of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder, including, but not limited to, Schedules 13D, Forms 3,
Forms 4 and Forms 5, hereby ratifying and confirming all that said attorney-in-
fact and agent may do or cause to be done by virtue hereof.

WITNESS THE EXECUTION HEREOF this 16th day of November, 2000 by John H.
Scully.

CRANBERRY LAKE PARTNERS, L.P.

Its General Partner: The John and Irene Scully Trust
-------------------
dated May 30, 1994.

By: /s/ John H. Scully
-------------------
Name: John H. Scully
Title: Trustee to the General Partner

STATE OF ILLINOIS )
COUNTY OF COOK )

/s/ Anita Flanagan
------------------
Notary Public

Exhibits: Page 3
<PAGE>

EXHIBIT D

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, John H. Scully, the
sole trustee of D. L. & W. Inc. Profit Sharing Retirement Plan, has made,
constituted and appointed, and by these presents does make, constitute and
appoint Phillip Gordon the true and lawful attorney-in-fact and agent for D. L.
& W. INC. PROFIT SHARING RETIREMENT PLAN and in its name, place and stead to
execute, acknowledge, deliver and file any and all filings required by Section
13 and Section 16 of the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder, including, but not limited to,
Schedules 13D, Forms 3, Forms 4 and Forms 5, hereby ratifying and confirming all
that said attorney-in-fact and agent may do or cause to be done by virtue
hereof.

WITNESS THE EXECUTION HEREOF this 16/th/ day of November, 2000 by John H.
Scully.

D. L. & W. INC. PROFIT SHARING RETIREMENT PLAN

By: /s/ John H. Scully
------------------
Name: John H. Scully
Title: Trustee

STATE OF ILLINOIS )
COUNTY OF COOK )

/s/ Anita Flanagan
------------------
Notary Public

Exhibits: Page 4
<PAGE>

EXHIBIT E

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, William E. Oberndorf,
the controlling person of Oberndorf Foundation has made, constituted and
appointed, and by these presents does make, constitute and appoint Phillip
Gordon the true and lawful attorney-in-fact and agent for OBERNDORF FOUNDATION
and in its name, place and stead to execute, acknowledge, deliver and file any
and all filings required by Section 13 and Section 16 of the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated thereunder,
including, but not limited to, Schedules 13D, Forms 3, Forms 4 and Forms 5,
hereby ratifying and confirming all that said attorney-in-fact and agent may do
or cause to be done by virtue hereof.

WITNESS THE EXECUTION HEREOF this 16/th/ day of November, 2000 by William
E. Oberndorf

OBERNDORF FOUNDATION

By: /s/ William E. Oberndorf
-------------------------
Name: William E. Oberndorf
Title: Director

STATE OF ILLINOIS)
COUNTY OF COOK )

/s/ Anita Flanagan
------------------
Notary Public

Exhibits: Page 5
<PAGE>

EXHIBIT F

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Jane Y. Liou has
made, constituted and appointed, and by these presents does make, constitute and
appoint Phillip Gordon her true and lawful attorney-in-fact and agent, for her
and in her name, place and stead to execute, acknowledge, deliver and file any
and all filings required by Section 13 and Section 16 of the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated thereunder,
including, but not limited to, Schedules 13D, Forms 3, Forms 4 and Forms 5,
hereby ratifying and confirming all that said attorney-in-fact and agent may do
or cause to be done by virtue hereof.

WITNESS THE EXECUTION HEREOF this 15/th/ day of November, 2000 by Jane Y.
Liou.

JANE Y. LIOU

By: /s/ Jane Y. Liou
-----------------
Name: Jane Y. Liou

STATE OF CALIFORNIA)
COUNTY OF MARIN )

/s/ Patrick Wilson
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Notary Public

Exhibits: Page 6