-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LCEOjypGU3+3LYgRAlFQ1hveVJMmY+u2QKv0v4p47ZgyDYj+pYIGcp0AJqicPDje b242sQ94AmkWVeyMismG9g== 0000950134-96-005360.txt : 19961015 0000950134-96-005360.hdr.sgml : 19961015 ACCESSION NUMBER: 0000950134-96-005360 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961011 SROS: NONE GROUP MEMBERS: CAROLINE HUNT TRUST ESTATE GROUP MEMBERS: LAS COLINAS PLAZA LTD. GROUP MEMBERS: ROSEWOOD PROPERTY COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CRESCENT REAL ESTATE EQUITIES INC CENTRAL INDEX KEY: 0000918958 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 521862813 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43465 FILM NUMBER: 96642751 BUSINESS ADDRESS: STREET 1: 900 THRID AVENUE STREET 2: SUITE 1800 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128364216 MAIL ADDRESS: STREET 1: 777 MAIN STREET STREET 2: SUITE 2100 CITY: FT WORTH STATE: TX ZIP: 76102 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAROLINE HUNT TRUST ESTATE CENTRAL INDEX KEY: 0001024767 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 CRESCENT COURT STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2148718600 MAIL ADDRESS: STREET 1: 500 CRESCENT COURT STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75201 SC 13D/A 1 AMENDMENT NO. 2 TO SCHEDULE 13D 1 -------------------------------- OMB APPROVAL -------------------------------- OMB NUMBER: 3235-0145 Expires: October 31, 1997 Estimated average burden hours per response . . . 14.90 -------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) CRESCENT REAL ESTATE EQUITIES, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 225756105 - -------------------------------------------------------------------------------- (CUSIP Number) WM. S. KLEINMAN HAYNES AND BOONE, L.L.P. 901 MAIN STREET, SUITE 3100 DALLAS, TEXAS 75202-3789 (214) 651-5656 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) SEPTEMBER 27, 1996 - -------------------------------------------------------------------------------- (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. [ ] (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 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). 2 SCHEDULE 13D CUSIP NO. 225756105 PAGE 2 OF 7 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Don W. Crisp, as Trustee of the Caroline Hunt Trust Estate - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF, OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States Citizen - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 380,501 Shares SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 380,501 Shares PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH -0- - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 380,501 Shares (see Item 2) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1% (assuming exchange of all outstanding Units. See Item 3) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- 3 SCHEDULE 13D CUSIP NO. 225756105 PAGE 3 OF 7 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ROSEWOOD PROPERTY COMPANY (successor by merger to Rosewood Real Estate Investments, Inc. and Rosewood Real Estate Equities, Inc.) 75-185-3546 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 905,471 Shares SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 905,471 Shares PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH -0- - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 905,471 Shares (see Item 2) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.7% (assuming exchange of all outstanding Units. See Item 3) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- 4 SCHEDULE 13D CUSIP NO. 225756105 PAGE 4 OF 7 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON LAS COLINAS PLAZA, LTD. 75-238-2105 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 107,527 Shares SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 107,527 Shares PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH -0- - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 107,527 Shares (see Item 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% (assuming exchange of all outstanding Units. See Item 3) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- 5 AMENDMENT NO. 2 AND RESTATEMENT OF SCHEDULE 13D Don W. Crisp ("Trustee"), as trustee of the Caroline Hunt Trust Estate (the "Trust"), Rosewood Property Company, a Delaware corporation ("RPC"), and Las Colinas Plaza, Ltd., a Texas limited partnership ("LCPL"), hereby amend and restate their statement on Schedule 13D as originally filed on March 9, 1995 (the "Original Statement"), and as amended and filed January 16, 1996, with respect to the common stock, par value $.01 per share ("Common Stock"), of Crescent Real Estate Equities, Inc. ("Crescent"). As of September 27, 1996, as a result of Crescent's issuance of additional shares of Common Stock pursuant to a public offering, the Trust, RPC and LCPL own less than five percent of Crescent's outstanding Common Stock. As of September 27, 1996, these entities were no longer subject to the reporting requirements of Section 13(d) of the Securities Exchange Act of 1934. The information contained herein is given as of such date.. The following information is a restatement of each respective item in the Original Statement, as amended, pursuant to Rule 13d-2(c). Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Original Statement, as amended. ITEM 1. INTEREST IN SECURITIES OF THE ISSUER. The class of securities to which this statement relates is the Common Stock of Crescent. The address of the principal executive offices of Crescent is 900 Third Avenue, Suite 1800, New York, New York 10022. ITEM 2. IDENTITY AND BACKGROUND. (a) This statement on Schedule 13D is being filed jointly by the Trustee, RPC and LCPL (collectively, the "Reporting Persons"). Information with respect to the executive officers and directors of RPC is listed on the schedule attached hereto as Schedule I, which is incorporated into this Schedule 13D by reference. (b) The address of the principal business and office of the Trustee is 100 Crescent Court, Suite 1700, Dallas, Texas 75201. The address of the principal business and office of the remaining Reporting Persons and each of their respective executive officers and directors is 500 Crescent Court, Suite 300, Dallas, Texas 75201. (c) The Trustee's present principal occupation is to manage the assets of the Trust which are held directly and through the direct and indirect ownership of various corporations and partnerships. RPC is a corporation whose primary business purpose is to own real estate for investment purposes. Las Colinas is a limited partnership whose primary business purpose is to own real estate for investment purposes. (d) During the past five years, none of the Reporting Persons or any of their respective executive officers or directors has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, none of the Reporting Persons or any of their respective executive officers or directors was 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. -5- 6 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Each of the Reporting Persons is deemed to hold Common Stock due to its holdings of Common Stock and units of limited partnership interest (the "Units") in Crescent's operating partnership ("Operating"). Each Unit is exchangeable on a one-for-one basis for shares of Common Stock, or, at the option of Crescent, cash, subject to certain limitations, from and after April 28, 1995. RRCC Limited Partnership, a Texas limited partnership ("RRCC"), of which the Trust is a limited partner and RPC is a general partner, contributed certain real estate to Operating in exchange for 2,475,342 Units and the assumption of certain liabilities. RRCC subsequently distributed Units to the Trust and RPC. RPC and LCPL also contributed certain real estate properties to Operating in exchange for 39,101 and 107,527 Units, respectively, and the assumption of certain liabilities. The Trust purchased 9,200 shares of Common Stock for $230,000, using internal funds. ITEM 4. PURPOSE OF TRANSACTION. The Reporting Persons originally acquired the Units and Common Stock beneficially owned by them for investment. The Reporting Persons reserved the right to acquire beneficial ownership of additional Units and/or shares of Common Stock in the future, directly or indirectly, by open market purchase or otherwise, and to dispose of all or a portion of their holdings of Units and/or shares of Common Stock. Since, as of September 27, 1996, the Reporting Persons own less than five percent of Crescent's outstanding Common Stock, the Reporting Persons disclaim any obligation to report the information required by Item 4 of Schedule 13D subsequent to September 27, 1996. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The Trustee, as the holder through the Trust, beneficially owns 380,501 shares of Common Stock, which represented 1.1% of the then outstanding shares of Common Stock (assuming an exchange of all outstanding Units for shares of Common Stock). RPC beneficially owns 905,471 shares of Common Stock, which represented 2.7% of the then outstanding shares of Common Stock (assuming an exchange of all outstanding Units for shares of Common Stock). LCPL beneficially owns 107,527 shares of Common Stock, which represented .3% of the then outstanding shares of Common Stock (assuming an exchange of all outstanding Units for shares of Common Stock). (b) Number of shares as to which such reporting person has: (i) sole power to vote or direct the vote: (a) Trustee 380,501 (b) RPC 905,471 (c) LCPL 107,527 (ii) shared power to vote or direct the vote: (a) Trustee 0 (b) RPC 0 (c) LCPL 0 (iii) sole power to dispose or direct the disposition: (a) Trustee 380,501 (b) RPC 905,471 (c) LCPL 107,527 -6- 7 (iv) shared power to dispose or direct the disposition: (a) Trustee 0 (b) RPC 0 (c) LCPL 0 (c) None of the Reporting Persons have engaged in any transactions in the Common Stock within the past 60 days. (d) Not applicable. (e) The Trust, RPC and LCPL entered a Joint Filing Agreement on February 28, 1995, but their beneficial ownership aggregated less than five percent of Common Stock as of September 27, 1996. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The information set forth in Item 3 pursuant to which the Reporting Persons have the right to exchange the Units for shares of Common Stock is incorporated herein by reference. ITEM 7. MATERIALS TO BE FILLED AS EXHIBITS.* Exhibit 1 Joint Filing Agreement dated February 28, 1995 among Donald W. Crisp, Rosewood Property Company, Las Colinas Plaza, Ltd. and Rosewood Real Estate Equities, Inc. Exhibit 2 Registration Rights, Lock up and Pledge Agreement, dated as of May 5, 1994, among Crescent Real Estate Equities, Inc. Crescent Real Estate Equities Limited Partnership and certain stockholders. - ---------------- *Pursuant to Rule 13d-2(c), these previously filed paper exhibits have not been restated electronically. -7- 8 SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: September 27, 1996. s/ Don W. Crisp, Trustee ------------------------------------ Don W. Crisp, as Trustee of the Caroline Hunt Trust Estate ROSEWOOD PROPERTY COMPANY By: s/ Dennis King -------------------------------- Name: Dennis King -------------------------- Title: Senior Vice President ------------------------- LAS COLINAS PLAZA, LTD. By: Rosewood Property Company, its general partner By: s/ Dennis King ---------------------------- Name: Dennis King ---------------------- Title: Senior Vice President --------------------- -8- 9 SCHEDULE I All individuals listed on this Schedule I are citizens of the United States of America. ROSEWOOD PROPERTY COMPANY
DIRECTORS: Principal Occupation --------- -------------------- Laurie Sands Harrison * David K. Sands * J.B. Sands * Patrick B. Sands * Stephen H. Sands * Don W. Crisp ** C. Todd Miller *** Paul E. Rowsey, III ***
OFFICERS: Principal Occupation -------- -------------------- C. Todd Miller President and Chief Executive Officer *** Paul E. Rowsey, III Executive Vice President; *** President/Commercial Group; and Secretary David M. Jacobs Executive Vice President-Finance and *** Administration and Treasurer William S. Buchanan Executive Vice President *** B. Dennis King Senior Vice President and Assistant *** Secretary Dennis James Vice President and Assistant Secretary *** Nancy K. Dunlap Assistant Secretary *** Sharron White Assistant Secretary ***
* Serving as a director of corporations owned directly or indirectly by The Caroline Hunt Trust Estate. ** Serving as Trustee of The Caroline Hunt Trust Estate and as an executive officer of corporations owned, directly or indirectly by The Caroline Hunt Trust Estate. *** Serving as an executive officer of RPC and of corporations owned, directly or indirectly by RPC. -9- -----END PRIVACY-ENHANCED MESSAGE-----