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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
MAY 10, 2002
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(Date of Earliest Event Reported)
CRESCENT REAL ESTATE EQUITIES COMPANY
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(Exact Name of Registrant as Specified in its Charter)
TEXAS 1-13038 52-1862813
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(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification Number)
777 MAIN STREET, SUITE 2100, FORT WORTH, TX 76102
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(Address of Principal Executive Offices) (Zip Code)
(817) 321-2100
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(Registrant's Telephone Number, Including Area Code)
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NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On May 10, 2002, Crescent Real Estate Equities Company (the "Company")
entered into an underwriting agreement with Bear, Stearns & Co. Inc., BB&T
Capital Markets, a division of Scott & Stringfellow, Inc., and Stifel, Nicolaus
& Company, Incorporated (together, the "Underwriter"), a copy of which is
included as Exhibit 1.1 to this Report and incorporated herein by reference.
Pursuant to the underwriting agreement, the Underwriter agreed to purchase up to
3,450,000 9.50% Series B Cumulative Redeemable Preferred Shares, $.01 par value
per share (the "Series B Preferred Shares"), at a price of $25.00 per share,
less underwriting discounts and commissions of $.7875 per share.
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 May 10, 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
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1.1 Underwriting Agreement, dated as of May 10, 2002, by and
among the Company, Crescent Real Estate Equities Limited
Partnership, Bear, Stearns & Co. Inc., BB&T Capital
Markets, a division of Scott & Stringfellow, Inc., and
Stifel, Nicolaus & Company, Incorporated (filed herewith)
3.1 Restated Declaration of Trust of the Company, as amended
(filed as Exhibit 3.1 to the Company's Current Report on
Form 8-K dated April 25, 2002, and incorporated herein by
reference)
4.1 Statement of Designation of 9.50% Series B Cumulative
Redeemable Preferred Shares of the Company dated
May 13, 2002 (filed as Exhibit 2 to the Company's Form 8-A
dated May 14, 2002, and incorporated herein by reference)
4.2 Form of Certificate of 9.50% Series B Cumulative Redeemable
Preferred Shares of the Company (filed as Exhibit 4 to the
Company's Form 8-A dated May 14, 2002, and incorporated
herein by reference)
5.1 Opinion of Shaw Pittman LLP as to the legality of the
Series B Preferred Shares to be issued (filed herewith)
8.1 Opinion of Shaw Pittman LLP as to material tax issues
relating to the Company (filed herewith)
12.1 Statement regarding Computation of Ratio of Earnings to
Fixed Charges and Preferred Share Dividends (filed herewith)
12.2 Statement regarding Computation of Ratio to EBITDA to Fixed
Charges and Preferred Share Dividends (filed herewith)
12.3 Statement regarding Computation of Ratio of EBITDA Minus
Capital Expenditures to Fixed Charges and Preferred Share
Dividends(filed herewith)
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: May 14, 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 NO. DESCRIPTION
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1.1 Underwriting Agreement, dated as of May 10, 2002, by and
among the Company, Crescent Real Estate Equities Limited
Partnership, Bear, Stearns & Co. Inc., BB&T Capital Markets,
a division of Scott & Stringfellow, Inc., and Stifel,
Nicolaus & Company, Incorporated (filed herewith)
3.1 Restated Declaration of Trust of the Company, as amended
(filed as Exhibit 3.1 to the Company's Current Report on
Form 8-K dated April 25, 2002, and incorporated herein by
reference)
4.1 Statement of Designation of 9.50% Series B Cumulative
Redeemable Preferred Shares of the Company dated May 13,
2002 (filed as Exhibit 2 to the Company's Form 8-A dated May
14, 2002, and incorporated herein by reference)
4.2 Form of Certificate of 9.50% Series B Cumulative Redeemable
Preferred Shares of the Company (filed as Exhibit 4 to the
Company's Form 8-A dated May 14, 2002, and incorporated
herein by reference)
5.1 Opinion of Shaw Pittman LLP as to the legality of the
Series B Preferred Shares to be issued (filed herewith)
8.1 Opinion of Shaw Pittman LLP as to material tax issues
relating to the Company (filed herewith)
12.1 Statement regarding Computation of Ratio of Earnings to
Fixed Charges and Preferred Share Dividends (filed herewith)
12.2 Statement regarding Computation of Ratio to EBITDA to Fixed
Charges and Preferred Share Dividends (filed herewith)
12.3 Statement regarding Computation of Ratio of EBITDA Minus
Capital Expenditures to Fixed Charges and Preferred Share
Dividends (filed herewith)
23.1 Consent of Shaw Pittman LLP (included in its opinions filed
as Exhibits 5.1 and 8.1)