SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 22, 2002
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CRESCENT REAL ESTATE EQUITIES COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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TEXAS 1-13038 52-1862813
(State or other jurisdiction (Commission file number) (I.R.S. Employer
of organization) Identification Number)
777 MAIN STREET
SUITE 2100
FORT WORTH, TEXAS 76102
(817) 321-2100
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
NOT APPLICABLE
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On April 22, 2002, Crescent Real Estate Equities Company (the
"Company") entered into a placement agency agreement with Merrill Lynch & Co.
and Merrill Lynch, Pierce, Fenner & Smith Incorporated (together, the "Placement
Agent"), a copy of which is included as Exhibit 10.1 to this Report and
incorporated herein by reference. Pursuant to the placement agency agreement,
the Placement Agent agreed to use its reasonable best efforts to place 2,800,000
6 3/4% Series A Convertible Cumulative Preferred Shares, $.01 par value per
share (the "Series A Preferred Shares"), at a price of $18.00 per share, with
Cohen & Steers Capital Management, Inc., on behalf of itself and as investment
adviser to certain client accounts. In connection therewith, on April 22, 2002,
the Company also entered into a purchase agreement with Cohen & Steers Capital
Management, Inc., on behalf of itself and as investment adviser to certain
client accounts, a copy of which is included as Exhibit 10.2 to this Report and
incorporated herein by reference, pursuant to which it agreed to purchase such
shares for an aggregate price of $50,400,000. The sale is expected to be
consummated on April 26, 2002.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
The exhibits listed in the following index relate to the offering described in
Item 5 above pursuant to a prospectus supplement dated April 22, 2002 to the
prospectus dated April 22, 2002, which forms a part of the Company's
Registration Statement on Form S-3 (No. 333-38071) and are filed herewith for
incorporation by reference in such Registration Statement.
EXHIBIT NO. DESCRIPTION
3.1 Restated Declaration of Trust of the Company, as amended
4.1 Statement of Designation of Series A Preferred Shares dated
April 25, 2002
5.1 Opinion of Shaw Pittman LLP as to the legality of the Series A
Preferred Shares to be issued
8.1 Opinion of Shaw Pittman LLP as to material tax issues relating
to the Company
10.1 Placement Agency Agreement, dated as of April 22, 2002, by and
among the Company, Crescent Real Estate Equities Limited
Partnership, Merrill Lynch & Co. and Merrill Lynch, Pierce,
Fenner & Smith Incorporated
10.2 Purchase Agreement, dated as of April 22, 2002, by and between
the Company and Cohen & Steers Capital Management, Inc., on
behalf of itself and as investment adviser to certain client
accounts
23.1 Consent of Shaw Pittman LLP (included in its opinions filed as
Exhibits 5.1 and 8.1)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CRESCENT REAL ESTATE EQUITIES COMPANY
Dated: April 25, 2002 By: /s/ JERRY R. CRENSHAW, JR.
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Name: Jerry R. Crenshaw, Jr.
Title: Senior Vice President and
Financial Officer
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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3.1 Restated Declaration of Trust of the Company, as amended
4.1 Statement of Designation of Series A Preferred Shares dated
April 25, 2002
5.1 Opinion of Shaw Pittman LLP as to the legality of the Series A
Preferred Shares to be issued
8.1 Opinion of Shaw Pittman LLP as to material tax issues relating
to the Company
10.1 Placement Agency Agreement, dated as of April 22, 2002, by and
among the Company, Crescent Real Estate Equities Limited
Partnership, Merrill Lynch & Co. and Merrill Lynch, Pierce,
Fenner & Smith Incorporated
10.2 Purchase Agreement, dated as of April 22, 2002, by and between
the Company and Cohen & Steers Capital Management, Inc., on
behalf of itself and as investment adviser to certain client
accounts
23.1 Consent of Shaw Pittman LLP (included in its opinions filed as
Exhibits 5.1 and 8.1)