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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
JANUARY 9, 2004
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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 (I.R.S. Employer
Number) 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)
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 January 9, 2004, 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
3,400,000 6 3/4% Series A Convertible Cumulative Preferred Shares, $.01 par
value per share (the "Series A Preferred Shares"), at a price of $21.98 per
share, less underwriting discounts and commissions of $0.69237 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 January 9, 2004 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
1.1 Underwriting Agreement, dated as of January 9, 2004, by and
among the Company, Crescent Real Estate Equities Limited
Partnership and Bear, Stearns & Co. Inc., BB&T Capital
Markets, a division of Scott & Stringfellow, Inc., and
Stifel, Nicolaus & Company, Incorporated (filed herewith)
4.1 Statement of Designation of 6 3/4% Series A Convertible
Cumulative Preferred Shares of the Company dated January 14,
2004 (filed herewith)
4.2 Form of Global Certificate of 6 3/4% Series A Convertible
Cumulative Preferred Shares of the Company (filed herewith)
5.1 Opinion of Shaw Pittman LLP as to the legality of the Series
A 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)
8.2 Opinion of Sullivan and Cromwell LLP regarding qualification
of Americold Corporation as a real estate investment trust
(filed herewith)
12.1 Statement regarding Computation of Ratio of Earnings to
Fixed Charges and Preferred Share Dividends (filed herewith)
23.1 Consent of Shaw Pittman LLP to the filing of Exhibit 5.1
herewith (included in its opinion filed as Exhibit 5.1)
23.2 Consent of Shaw Pittman LLP to the filing of Exhibit 8.1
herewith (included in its opinion filed as Exhibit 8.1)
23.3 Consent of Sullivan & Cromwell LLP to the filing of Exhibit
8.2 herewith (included in its opinion filed as Exhibit 8.2)
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: January 14, 2004 By: /s/ JERRY R. CRENSHAW, JR.
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Name: Jerry R. Crenshaw, Jr.
Title: Executive Vice President and
Chief Financial Officer
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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1.1 Underwriting Agreement, dated as of January 9, 2004, by and
among the Company, Crescent Real Estate Equities Limited
Partnership and Bear, Stearns & Co. Inc., BB&T Capital
Markets, a division of Scott & Stringfellow, Inc., and
Stifel, Nicolaus & Company, Incorporated (filed herewith)
4.1 Statement of Designation of 6 3/4% Series A Convertible
Cumulative Preferred Shares of the Company dated January 14,
2004 (filed herewith)
4.2 Form of Global Certificate of 6 3/4% Series A Convertible
Cumulative Preferred Shares of the Company (filed herewith)
5.1 Opinion of Shaw Pittman LLP as to the legality of the Series
A 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)
8.2 Opinion of Sullivan and Cromwell LLP regarding qualification
of Americold Corporation as a real estate investment trust
(filed herewith)
12.1 Statement regarding Computation of Ratio of Earnings to
Fixed Charges and Preferred Share Dividends (filed herewith)
23.1 Consent of Shaw Pittman LLP to the filing of Exhibit 5.1
herewith (included in its opinion filed as Exhibit 5.1)
23.2 Consent of Shaw Pittman LLP to the filing of Exhibit 8.1
herewith (included in its opinion filed as Exhibit 8.1)
23.3 Consent of Sullivan & Cromwell LLP to the filing of Exhibit
8.2 herewith (included in its opinion filed as Exhibit 8.2)