AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 17, 2003
REGISTRATION NO. 333-102541
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CRESCENT REAL ESTATE EQUITIES COMPANY
(Exact Name of Registrant as Specified in its Charter)
TEXAS 6798 52-1862813
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employee
Incorporation or Organization) Classification Code Number) Identification No.)
777 MAIN STREET
SUITE 1200
FORTH WORTH, TEXAS 76102
(817) 321-2100
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
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JOHN C. GOFF
CHIEF EXECUTIVE OFFICER
777 MAIN STREET
SUITE 1200
FORT WORTH, TEXAS 76102
(817) 321-2100
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------------
Copies to:
SYLVIA M. MAHAFFEY, ESQ DAVID M. DEAN
SHAW PITTMAN CRESCENT REAL ESTATE EQUITIES COMPANY
2300 N STREET, N.W. 777 MAIN STREET, SUITE 2100
WASHINGTON, D.C. FORT WORTH, TEXAS 76102
(202) 663-8000 (817) 321-2100
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box.
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration for the same offering.
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Crescent Real Estate's declaration of trust provides that no trust
manager shall be liable to Crescent Real Estate for any act, omission, loss,
damage, or expense arising from the performance of his duties to Crescent Real
Estate 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.
Crescent Real Estate's 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,
Crescent Real Estate's declaration of trust and 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 Crescent Real Estate 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 Crescent Real Estate as authorized
by the bylaws and (ii) a written undertaking by or on his behalf to repay the
amount paid or reimbursed by Crescent Real Estate if it shall ultimately be
determined that the standard of conduct was not met. Crescent Real Estate's
declaration of trust and bylaws also permit Crescent Real Estate to provide
indemnification, payment or reimbursement of expenses to any employee or agent
of Crescent Real Estate in such capacity. Crescent Real Estate's declaration of
trust and bylaws also permit Crescent Real Estate to indemnify a person who was
or 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
under Texas Real Estate Investment Trust Act for trust managers.
II - 1
The limited partnership agreement of Crescent Partnership contains
indemnification provisions comparable to those contained in the declaration of
trust.
Crescent Real Estate carries insurance that purports to insure officers
and trust managers of Crescent Real Estate against certain liabilities incurred
by them in the discharge of their official functions.
Crescent Real Estate has entered into indemnification agreements with
each of Crescent Real Estate's executive officers and trust managers. The
indemnification agreements require, among other things, that Crescent Real
Estate indemnify such officers and trust managers to the fullest extent
permitted by law, and advance to the officers and directors all related
expenses, subject to reimbursement if it is subsequently determined that
indemnification is not permitted. Crescent Real Estate also must indemnify and
advance expenses incurred by officers and directors seeking to enforce their
rights under the indemnification agreements and cover officers and directors
under Crescent Real Estate'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 and Crescent Real
Estate's bylaws, they provide greater assurance to directors 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 or
by the stockholders to alter, limit or eliminate the rights they provide.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(A) EXHIBITS
2.01 Plan of Reorganization of Crescent Operating, Inc.+
2.02 Settlement Agreement, dated February 14, 2002, by and between Crescent
Real Estate Equities Limited Partnership , Crescent Real Estate
Equities Company, Crescent Operating, Inc., RoseStar Management, LLC,
Canyon Ranch Leasing, L.L.C., Wine Country Hotel, LLC, RoseStar
Southwest, LLC and COI Hotel Group, Inc., as amended+
3.01 Restated Declaration of Trust of Crescent Real Estate Equities
Company, as amended (filed as Exhibit No. 3.1 on the Registrant's
Current Report on Form 8-K filed April 25, 2002 (the "April 2002 8-K")
and incorporated herein by reference)
3.02 Amended and Restated Bylaws of Crescent Real Estate Equities Company,
as amended (filed as Exhibit No. 3.02 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1998 and
incorporated herein by reference)
4.01 Form of Common Share Certificate (filed as Exhibit No. 4.03 to the
Registrant's Registration Statement on Form S-3 (File No. 333-21905)
and incorporated herein by reference)
4.02 Statement of Designation of 6 -3/4% Series A Convertible Cumulative
Preferred Shares of Crescent Real Estate Equities Company dated
February 13, 1997 (filed as Exhibit No. 4.07 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1997
(the "1997 10-K") and incorporated herein by reference)
II - 2
4.03 Form of Certificate of 6-3/4% Series A Convertible Cumulative
Preferred Shares of Crescent Real Estate Equities Company (filed as
Exhibit No. 4 to the Registrant's Registration Statement on Form 8A/A
filed on February 18, 1998 and incorporated herein by reference)
4.04 Statement of Designation of 6-3/4% Series A Convertible Cumulative
Preferred Shares of Crescent Real Estate Equities Company dated April
25, 2002 (filed as Exhibit No. 4.1 to the Registrant's April 2002 8-K
and incorporated herein by reference)
4.05 Statement of Designation of 9.50% Series B Cumulative Redeemable
Preferred Shares of Crescent Real Estate Equities Company dated May
13, 2002 (filed as Exhibit No. 2 to the Registrant's Form 8-A dated
May 14, 2002 (the "Form 8-A"), and incorporated herein by reference)
4.06 Form of Certificate of 9.50% Series B Cumulative Redeemable Preferred
Shares of Crescent Real Estate Equities Company (filed as Exhibit No.
4 to the Form 8-A and incorporated herein by reference)
4 Pursuant to Regulation S-K Item 601(b)(4)(iii), the Registrant by this
filing agrees, upon request, to furnish to the Securities and Exchange
Commission a copy of other instruments defining the rights of holders
of long-term debt of the Registrant
5.01 Opinion of Shaw Pittman regarding the validity of the securities
registered hereby+
8.01 Opinion of Shaw Pittman regarding qualification of Crescent Real
Estate as a real estate investment trust+
8.02 Opinion of Sullivan and Cromwell regarding qualification of Americold
Corporation as a real estate investment trust++
10.01 Second Amended and Restated Agreement of Limited Partnership of
Crescent Real Estate Equities Limited Partnership, dated as of
November 1, 1997, as amended (filed as Exhibit 10.02 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended June
30, 2002 (the "2Q 2002 10-Q") and incorporated herein by reference)
10.02 Noncompetition Agreement of Richard E. Rainwater, as assigned to
Crescent Real Estate Equities Limited Partnership on May 5, 1994
(filed as Exhibit No. 10.02 to the Registrant's 1997 10-K and
incorporated herein by reference)
10.03 Noncompetition Agreement of John C. Goff, as assigned to Crescent Real
Estate Equities Limited Partnership on May 5, 1994 (filed as Exhibit
No. 10.03 to the 1997 10-K and incorporated herein by reference)
10.04 Employment Agreement by and between Crescent Real Estate Equities
Limited Partnership, Crescent Real Estate Equities Company and John C.
Goff, dated as of February 19, 2002 (filed as Exhibit No. 10.01 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended March
31, 2002 (the "1Q 2002 10-Q") and incorporated herein by reference)
10.05 Employment Agreement of Jerry R. Crenshaw, Jr. dated as of December
14, 1998 (filed as Exhibit 10.08 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999 (the "1999
10-K") and incorporated herein by reference)
II - 3
10.06 Form of Officer's and Trust Managers' Indemnification Agreement as
entered into between the Registrant and each of its executive officers
and trust managers (filed as Exhibit No. 10.07 to the Registration
Statement on Form S-4 (File No. 333-42293) of Crescent Real Estate
Equities Limited Partnership and incorporated herein by reference)
10.07 Crescent Real Estate Equities Company 1994 Stock Incentive Plan (filed
as Exhibit No. 10.07 to the Registrant's Registration Statement on
Form S-11 (File No. 33-75188) (the "Form S-11") and incorporated
herein by reference)
10.08 Third Amended and Restated 1995 Crescent Real Estate Equities Company
Stock Incentive Plan (filed as Exhibit No. 10.01 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 and
incorporated herein by reference)
10.09 Amendment dated as of November 4, 1999 to Crescent Real Estate
Equities Company 1994 Stock Incentive Plan and the Second Amended and
Restated 1995 Crescent Real Estate Equities Company Stock Incentive
Plan (filed as Exhibit No. 10.10 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 2000 (the "2000
10-K") and incorporated herein by reference)
10.10 Amendment, dated as of November 1, 2001 to the Crescent Real Estate
Equities Company 1994 Stock Incentive Plan and the Third Amended and
Restated 1995 Crescent Real Estate Equities Company Stock Incentive
Plan (filed as Exhibit 10.11 to the Registrants Annual Report on Form
10-K for the fiscal year ended December 31, 2001 (the "2001 10-K") and
incorporated herein by reference)
10.11 Amended and Restated 1995 Crescent Real Estate Equities Limited
Partnership Unit Incentive Plan (filed as Exhibit No. 99.01 to the
Registrant's Registration Statement on Form S-8 (File No. 333-3452)
and incorporated herein by reference)
10.12 1996 Crescent Real Estate Equities Limited Partnership Unit Incentive
Plan, as amended (filed as Exhibit No. 10.14 to the 1999 10-K and
incorporated herein by reference)
10.13 Amendment dated as of November 5, 1999 to the 1996 Crescent Real
Estate Equities Limited Partnership Unit Incentive Plan (filed as
Exhibit No. 10.13 to the Registrant's 2000 10-K and incorporated
herein by reference)
10.14 Crescent Real Estate Equities, Ltd. Dividend Incentive Unit Plan
(filed as Exhibit No. 10.14 to the Registrant's 2000 10-K and
incorporated herein by reference)
10.15 Annual Incentive Compensation Plan for select Employees of Crescent
Real Estate Equities, Ltd. (filed as Exhibit No. 10.15 to the 2000
10-K and incorporated herein by reference)
10.16 Crescent Real Estate Equities, Ltd. First Amended and Restated 401(k)
Plan, as amended (filed as Exhibit No. 10.12 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1998
and incorporated herein by reference)
10.17 Form of Registration Rights, Lock-Up and Pledge Agreement (filed as
Exhibit No. 10.05 to the Form S-11 and incorporated herein by
reference)
10.18 Restricted Stock Agreement by and between Crescent Real Estate
Equities Company and John C. Goff, dated as of February 19, 2002
(filed as Exhibit No. 10.02 to the Registrant's 1Q 2002 10-Q and
incorporated herein by reference)
II - 4
10.19 Unit Option Agreement Pursuant to the 1996 Plan by and between
Crescent Real Estate Equities Limited Partnership and John C. Goff,
dated as of February 19, 2002 (filed as Exhibit No. 10.01 to the
Registrant's 2Q 2002 10-Q and incorporated herein by reference)
10.20 Unit Option Agreement by and between Crescent Real Estate Equities
Limited Partnership and John C. Goff, dated as of February 19, 2002
(filed as Exhibit No. 10.04 to the Registrant's 1Q 2002 10-Q and
incorporated herein by reference)
10.21 Unit Option Agreement by and between Crescent Real Estate Equities
Limited Partnership and Dennis H. Alberts, dated as of February 19,
2002 (filed as Exhibit No. 10.05 to the Registrant's 1Q 2002 10-Q and
incorporated herein by reference)
10.22 Unit Option Agreement by and between Crescent Real Estate Equities
Limited Partnership and Kenneth S. Moczulski, dated as of February 19,
2002 (filed as Exhibit No. 10.06 to the Registrant's 1Q 2002 10-Q and
incorporated herein by reference)
10.23 Unit Option Agreement by and between Crescent Real Estate Equities
Limited Partnership and David M. Dean, dated as of February 19, 2002
(filed as Exhibit No. 10.07 to the Registrant's 1Q 2002 10-Q and
incorporated herein by reference)
10.24 Unit Option Agreement by and between Crescent Real Estate Equities
Limited Partnership and Jane E. Mody, dated as of February 19, 2002
(filed as Exhibit No. 10.08 to the Registrant's 1Q 2002 10-Q and
incorporated herein by reference)
10.25 Unit Option Agreement by and between Crescent Real Estate Equities
Limited Partnership and Jerry R. Crenshaw, Jr., dated as of February
19, 2002 (filed as Exhibit No. 10.09 to the Registrant's 1Q 2002 10-Q
and incorporated herein by reference)
10.26 Unit Option Agreement by and between Crescent Real Estate Equities
Limited Partnership and Jane B. Page, dated as of February 19, 2002
(filed as Exhibit No. 10.10 to the Registrant's 1Q 2002 10-Q and
incorporated herein by reference)
10.27 Unit Option Agreement by and between Crescent Real Estate Equities
Limited Partnership and John L. Zogg, Jr., dated as of February 19,
2002 (filed as Exhibit No. 10.11 to the Registrant's 1Q 2002 10-Q and
incorporated herein by reference)
10.28 Unit Option Agreement by and between Crescent Real Estate Equities
Limited Partnership and Dennis H. Alberts, dated as of March 5, 2001
(filed as Exhibit No. 10.12 to the Registrant's 1Q 2002 10-Q and
incorporated herein by reference)
21.01 List of Subsidiaries (filed as Exhibit No. 21.01 to the Registrant's
2001 10-K and incorporated herein by reference)
23.01 Consent of Ernst & Young LLP+
II - 5
23.02 Consent of Deloitte & Touche LLP+
23.03 Consent of Ernst & Young LLP+
23.04 Consent of Deloitte & Touche LLP+
23.05 Consent of Shaw Pittman LLP+
23.06 Consent of Sullivan and Cromwell (included in its opinion filed as
Exhibit 8.02 hereto)
24.01 Power of Attorney+
99.01 Proxy Card of Crescent Operating, Inc.+
99.02 Letter to stockholders of Crescent Operating, Inc.+
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+ Previously filed.
++ Filed herewith.
(B) FINANCIAL STATEMENT SCHEDULES
Schedule III - Crescent Real Estate Equities Company Consolidated
Real Estate Investments and Accumulated Depreciation at December 31, 2001.
All other schedules have been omitted either because they are not
applicable or because the required information has been disclosed in the
Financial Statements and related notes included in the consolidated and
combined statements.
(C) REPORTS, OPINIONS AND APPRAISALS
The opinion of Houlihan Lokey Howard & Zukin Financial Advisors is
included as Annex C to the proxy statement/prospectus that constitutes Part I of
this Registration Statement.
ITEM 22. UNDERTAKINGS.
(a) 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.
(b) The undersigned Registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the
prospectus/information statement pursuant to Item 4, 10(b), 11, or 13 of this
form, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means. This
includes information contained in documents filed subsequent to the effective
date of the Registration Statement through the date of responding to the
request.
(c) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II - 6
(d) The undersigned 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 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.
(2) That for the purpose of determining 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.
(e) The undersigned registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other times of the applicable form.
(f) The registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (e) immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes 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.
(g) 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.
II - 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 January 16, 2003.
CRESCENT REAL ESTATE EQUITIES COMPANY
By: /s/ JOHN C. GOFF
------------------------
Name: John C. Goff
Title: Chief Executive Officer
II - 8
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed by the following persons on the
dates and in the capacities indicated below:
Signature Title Date
/s/ Richard E. Rainwater* Trust Manager and Chairman of the Board January 16, 2003
------------------------------------
Richard E. Rainwater
/s/ John C. Goff Trust Manager and Chief Executive Officer January 16, 2003
------------------------------------ (Principal Executive Officer)
John C. Goff
/s/ Jerry R. Crenshaw, Jr. Executive Vice President, Chief Financial January 16, 2003
------------------------------------ and Accounting Officer
Jerry R. Crenshaw, Jr. (Principal Financial and Accounting Officer)
/s/ Dennis H. Alberts* Trust Manager, President and Chief January 16, 2003
------------------------------------ Operating Officer
Dennis H. Alberts
/s/ Anthony M. Frank* Trust Manager January 16, 2003
------------------------------------
Anthony M. Frank
/s/ William F. Quinn* Trust Manager January 16, 2003
------------------------------------
William F. Quinn
/s/ Paul E. Rowsey, III* Trust Manager January 16, 2003
------------------------------------
Paul E. Rowsey, III
/s/ David M. Sherman* Trust Manager January 16, 2003
------------------------------------
David M. Sherman
/s/ Robert W. Stallings* Trust Manager January 16, 2003
------------------------------------
Robert W. Stallings
/s/ Terry N. Worrell* Trust Manager January 16, 2003
------------------------------------
Terry N. Worrell
*By: /s/ David M. Dean
-------------------------------
David M. Dean
Attorney-in-fact
II - 9
EXHIBIT INDEX
Exhibit
No. Description
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2.01 Plan of Reorganization of Crescent Operating, Inc.+
2.02 Settlement Agreement, dated February 14, 2002, by and between Crescent
Real Estate Equities Limited Partnership , Crescent Real Estate
Equities Company, Crescent Operating, Inc., RoseStar Management, LLC,
Canyon Ranch Leasing, L.L.C., Wine Country Hotel, LLC, RoseStar
Southwest, LLC and COI Hotel Group, Inc., as amended+
3.01 Restated Declaration of Trust of Crescent Real Estate Equities
Company, as amended (filed as Exhibit No. 3.1 on the Registrant's
Current Report on Form 8-K filed April 25, 2002 (the "April 2002 8-K")
and incorporated herein by reference)
3.02 Amended and Restated Bylaws of Crescent Real Estate Equities Company,
as amended (filed as Exhibit No. 3.02 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1998 and
incorporated herein by reference)
4.01 Form of Common Share Certificate (filed as Exhibit No. 4.03 to the
Registrant's Registration Statement on Form S-3 (File No. 333-21905)
and incorporated herein by reference)
4.02 Statement of Designation of 6 -3/4% Series A Convertible Cumulative
Preferred Shares of Crescent Real Estate Equities Company dated
February 13, 1997 (filed as Exhibit No. 4.07 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1997
(the "1997 10-K") and incorporated herein by reference)
4.03 Form of Certificate of 6 -3/4% Series A Convertible Cumulative
Preferred Shares of Crescent Real Estate Equities Company (filed as
Exhibit No. 4 to the Registrant's Registration Statement on Form 8A/A
filed on February 18, 1998 and incorporated herein by reference)
4.04 Statement of Designation of 6 -3/4% Series A Convertible Cumulative
Preferred Shares of Crescent Real Estate Equities Company dated April
25, 2002 (filed as Exhibit No. 4.1 to the Registrant's April 2002 8-K
and incorporated herein by reference)
4.05 Statement of Designation of 9.50% Series B Cumulative Redeemable
Preferred Shares of Crescent Real Estate Equities Company dated May
13, 2002 (filed as Exhibit No. 2 to the Registrant's Form 8-A dated
May 14, 2002 (the "Form 8-A"), and incorporated herein by reference)
4.06 Form of Certificate of 9.50% Series B Cumulative Redeemable Preferred
Shares of Crescent Real Estate Equities Company (filed as Exhibit No.
4 to the Form 8-A and incorporated herein by reference)
4 Pursuant to Regulation S-K Item 601(b)(4)(iii), the Registrant by this
filing agrees, upon request, to furnish to the Securities and Exchange
Commission a copy of other instruments defining the rights of holders
of long-term debt of the Registrant
5.01 Opinion of Shaw Pittman regarding the validity of the securities
registered hereby+
8.01 Opinion of Shaw Pittman regarding qualification of Crescent Real
Estate as a real estate investment trust+
8.02 Opinion of Sullivan and Cromwell regarding qualification of Americold
Corporation as a real estate investment trust++
10.01 Second Amended and Restated Agreement of Limited Partnership of
Crescent Real Estate Equities Limited Partnership, dated as of
November 1, 1997, as amended (filed as Exhibit 10.02 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended June
30, 2002 (the "2Q 2002 10-Q") and incorporated herein by reference)
10.02 Noncompetition Agreement of Richard E. Rainwater, as assigned to
Crescent Real Estate Equities Limited Partnership on May 5, 1994
(filed as Exhibit No. 10.02 to the Registrant's 1997 10-K and
incorporated herein by reference)
10.03 Noncompetition Agreement of John C. Goff, as assigned to Crescent Real
Estate Equities Limited Partnership on May 5, 1994 (filed as Exhibit
No. 10.03 to the 1997 10-K and incorporated herein by reference)
10.04 Employment Agreement by and between Crescent Real Estate Equities
Limited Partnership, Crescent Real Estate Equities Company and John C.
Goff, dated as of February 19, 2002 (filed as Exhibit No. 10.01 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended March
31, 2002 (the "1Q 2002 10-Q") and incorporated herein by reference)
10.05 Employment Agreement of Jerry R. Crenshaw, Jr. dated as of December
14, 1998 (filed as Exhibit 10.08 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999 (the "1999
10-K") and incorporated herein by reference)
10.06 Form of Officer's and Trust Managers' Indemnification Agreement as
entered into between the Registrant and each of its executive officers
and trust managers (filed as Exhibit No. 10.07 to the Registration
Statement on Form S-4 (File No. 333-42293) of Crescent Real Estate
Equities Limited Partnership and incorporated herein by reference)
10.07 Crescent Real Estate Equities Company 1994 Stock Incentive Plan (filed
as Exhibit No. 10.07 to the Registrant's Registration Statement on
Form S-11 (File No. 33-75188) (the "Form S-11") and incorporated
herein by reference)
10.08 Third Amended and Restated 1995 Crescent Real Estate Equities Company
Stock Incentive Plan (filed as Exhibit No. 10.01 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 and
incorporated herein by reference)
10.09 Amendment dated as of November 4, 1999 to Crescent Real Estate
Equities Company 1994 Stock Incentive Plan and the Second Amended and
Restated 1995 Crescent Real Estate Equities Company Stock Incentive
Plan (filed as Exhibit No. 10.10 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 2000 (the "2000
10-K") and incorporated herein by reference)
10.10 Amendment, dated as of November 1, 2001 to the Crescent Real Estate
Equities Company 1994 Stock Incentive Plan and the Third Amended and
Restated 1995 Crescent Real Estate Equities Company Stock Incentive
Plan (filed as Exhibit 10.11 to the Registrants Annual Report on Form
10-K for the fiscal year ended December 31, 2001 (the "2001 10-K") and
incorporated herein by reference)
10.11 Amended and Restated 1995 Crescent Real Estate Equities Limited
Partnership Unit Incentive Plan (filed as Exhibit No. 99.01 to the
Registrant's Registration Statement on Form S-8 (File No. 333-3452)
and incorporated herein by reference)
10.12 1996 Crescent Real Estate Equities Limited Partnership Unit Incentive
Plan, as amended (filed as Exhibit No. 10.14 to the 1999 10-K and
incorporated herein by reference)
10.13 Amendment dated as of November 5, 1999 to the 1996 Crescent Real
Estate Equities Limited Partnership Unit Incentive Plan (filed as
Exhibit No. 10.13 to the Registrant's 2000 10-K and incorporated
herein by reference)
10.14 Crescent Real Estate Equities, Ltd. Dividend Incentive Unit Plan
(filed as Exhibit No. 10.14 to the Registrant's 2000 10-K and
incorporated herein by reference)
10.15 Annual Incentive Compensation Plan for select Employees of Crescent
Real Estate Equities, Ltd. (filed as Exhibit No. 10.15 to the 2000
10-K and incorporated herein by reference)
10.16 Crescent Real Estate Equities, Ltd. First Amended and Restated 401(k)
Plan, as amended (filed as Exhibit No. 10.12 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1998
and incorporated herein by reference)
10.17 Form of Registration Rights, Lock-Up and Pledge Agreement (filed as
Exhibit No. 10.05 to the Form S-11 and incorporated herein by
reference)
10.18 Restricted Stock Agreement by and between Crescent Real Estate
Equities Company and John C. Goff, dated as of February 19, 2002
(filed as Exhibit No. 10.02 to the Registrant's 1Q 2002 10-Q and
incorporated herein by reference)
10.19 Unit Option Agreement Pursuant to the 1996 Plan by and between
Crescent Real Estate Equities Limited Partnership and John C. Goff,
dated as of February 19, 2002 (filed as Exhibit No. 10.01 to the
Registrant's 2Q 2002 10-Q and incorporated herein by reference)
10.20 Unit Option Agreement by and between Crescent Real Estate Equities
Limited Partnership and John C. Goff, dated as of February 19, 2002
(filed as Exhibit No. 10.04 to the Registrant's 1Q 2002 10-Q and
incorporated herein by reference)
10.21 Unit Option Agreement by and between Crescent Real Estate Equities
Limited Partnership and Dennis H. Alberts, dated as of February 19,
2002 (filed as Exhibit No. 10.05 to the Registrant's 1Q 2002 10-Q and
incorporated herein by reference)
10.22 Unit Option Agreement by and between Crescent Real Estate Equities
Limited Partnership and Kenneth S. Moczulski, dated as of February 19,
2002 (filed as Exhibit No. 10.06 to the Registrant's 1Q 2002 10-Q and
incorporated herein by reference)
10.23 Unit Option Agreement by and between Crescent Real Estate Equities
Limited Partnership and David M. Dean, dated as of February 19, 2002
(filed as Exhibit No. 10.07 to the Registrant's 1Q 2002 10-Q and
incorporated herein by reference)
10.24 Unit Option Agreement by and between Crescent Real Estate Equities
Limited Partnership and Jane E. Mody, dated as of February 19, 2002
(filed as Exhibit No. 10.08 to the Registrant's 1Q 2002 10-Q and
incorporated herein by reference)
10.25 Unit Option Agreement by and between Crescent Real Estate Equities
Limited Partnership and Jerry R. Crenshaw, Jr., dated as of February
19, 2002 (filed as Exhibit No. 10.09 to the Registrant's 1Q 2002 10-Q
and incorporated herein by reference)
10.26 Unit Option Agreement by and between Crescent Real Estate Equities
Limited Partnership and Jane B. Page, dated as of February 19, 2002
(filed as Exhibit No. 10.10 to the Registrant's 1Q 2002 10-Q and
incorporated herein by reference)
10.27 Unit Option Agreement by and between Crescent Real Estate Equities
Limited Partnership and John L. Zogg, Jr., dated as of February 19,
2002 (filed as Exhibit No. 10.11 to the Registrant's 1Q 2002 10-Q and
incorporated herein by reference)
10.28 Unit Option Agreement by and between Crescent Real Estate Equities
Limited Partnership and Dennis H. Alberts, dated as of March 5, 2001
(filed as Exhibit No. 10.12 to the Registrant's 1Q 2002 10-Q and
incorporated herein by reference)
21.01 List of Subsidiaries (filed as Exhibit No. 21.01 to the Registrant's
2001 10-K and incorporated herein by reference)
23.01 Consent of Ernst & Young LLP+
23.02 Consent of Deloitte & Touche LLP+
23.03 Consent of Ernst & Young LLP+
23.04 Consent of Deloitte & Touche LLP+
23.05 Consent of Shaw Pittman LLP+
23.06 Consent of Sullivan and Cromwell (included in its opinion filed as
Exhibit 8.02 hereto)
24.01 Power of Attorney+
99.01 Proxy Card of Crescent Operating, Inc.+
99.02 Letter to stockholders of Crescent Operating, Inc.+
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+ Previously filed.
++ Filed herewith.