Edgar Filing: CRESCENT REAL ESTATE EQUITIES CO

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 5, 2002
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Registration No. 333-______

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CRESCENT REAL ESTATE EQUITIES COMPANY
(Exact name of registrant as specified in its charter)

TEXAS 52-1862813
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

777 MAIN STREET, SUITE 2100
FORT WORTH, TEXAS 76102
(Address of Principal Executive Offices)

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THIRD AMENDED AND RESTATED
1995 CRESCENT REAL ESTATE EQUITIES COMPANY
STOCK INCENTIVE PLAN
(Full Title of the Plan)
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JOHN C. GOFF
CHIEF EXECUTIVE OFFICER
CRESCENT REAL ESTATE EQUITIES COMPANY
777 MAIN STREET, SUITE 2100
FORT WORTH, TEXAS 76102
(Name and Address of Agent for Service)

(817) 321-2100
(Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Sylvia M. Mahaffey, Esq. David M. Dean, Esq.
Shaw Pittman LLP Executive Vice President, Law and
2300 N Street, N.W. Administration
Washington, D.C. 20037 Crescent Real Estate Equities Company
777 Main Street, Suite 2100
Fort Worth, Texas 76102

CALCULATION OF REGISTRATION FEE

Proposed Maximum Amount Of
Title Of Securities To Be Amount To Be Aggregate Offering Registration
Registered Registered(1) Price(2) Fee
------------------------- ------------- ------------------ ------------

Common Shares 8,197,417 $162,325,311.72 $14,933.93

(1) This Registration Statement shall also cover any additional common
shares which become issuable under the Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an
increase in the number of the Registrant's outstanding common shares.

(2) Estimated solely for the purpose of computing the registration fee.
Pursuant to Rule 457(h), the calculation of the registration fee is
based on the price at which outstanding options may be exercised.

INTRODUCTORY STATEMENT NOT FORMING PART OF THE PROSPECTUS

This registration statement relates to the registration of additional
shares under the Third Amended and Restated 1995 Crescent Real Estate Equities
Company Stock Incentive Plan. Shares to be issued pursuant to that plan were
originally registered pursuant to a registration statement on Form S-8, as
amended (File No. 333-03454), a registration statement on Form S-8, as amended
(File No. 333-13521), and a registration statement on Form S-8 (File No.
333-64379) (collectively, the "Original Registration Statements"). The contents
of the Original Registration Statements are hereby incorporated by reference
into this registration statement to the extent that they present information not
otherwise presented herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8. EXHIBITS.

The following exhibits are filed as part of this Registration
Statement.

Exhibit
Number Description of Exhibit

4.01 Articles of Amendment of Restated Declaration of
Trust of Crescent Real Estate Equities Company, as
amended (filed as Exhibit 3.01 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 2001 and incorporated herein by
reference).

4.02 Restated Declaration of Trust of Crescent Real Estate
Equities Company, as amended (filed as Exhibit 3.01
to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2001 and incorporated
herein by reference).

4.03 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).

4.04 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).

4.05 Statement of Designation of 6-3/4% Series A
Convertible Cumulative Preferred Shares of Crescent
Real Estate Equities Company (filed as Exhibit No.
4.07 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1997 and
incorporated herein by reference).

4.06 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 8-A/A
filed on February 18,1998 and incorporated by
reference).

4.07 Indenture, dated as of September 22, 1997, between
Crescent Real Estate Equities Limited Partnership and
State Street Bank and Trust Company of Missouri, N.A.
(filed as Exhibit No. 4.01 to the Registration
Statement on Form S-4 (File No. 333-42293) of
Crescent Real Estate Equities Limited Partnership and
incorporated herein by reference).

4.08 6-5/8% Note due 2002 (filed as Exhibit No. 4.07 to
the Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1998 (the "1998 2Q 10-Q")
and incorporated herein by reference).

4.09 7-1/8% Note due 2007 (filed as Exhibit No. 4.08 to
the 1998 2Q 10-Q and incorporated herein by
reference).

4.10 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 10.01 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
December 31, 2001 and incorporated herein by
reference).

4.11 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 LLP with respect to legality
of the Common Shares registered hereunder (filed
herewith).

23.01 Consent of Arthur Andersen LLP (filed herewith).

23.02 Consent of Shaw Pittman LLP (included in its opinion
filed as Exhibit 5.01 hereto).

24 Power of Attorney (included in signature page).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fort Worth, Texas, on March 31, 2002.

CRESCENT REAL ESTATE EQUITIES COMPANY.
a Texas real estate investment trust
(Registrant)

By: /s/ JOHN C. GOFF
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Name: John C. Goff
Title: Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints John C. Goff and David M. Dean,
and each of them, with full power to act without the other, his true and lawful
attorneys-in-fact and agents, each with full and several power of substitution
for him and in his name, place and stead, in any and all capacities, to sign any
and all registration statements relating to Common Shares of Crescent Real
Estate Equities Company (the "Registrant") to be issued under the 1995 Crescent
Real Estate Equities, Inc. Stock Incentive Plan, and any amendments, including
both pre-effective and post-effective amendments and supplements to such
registration statements, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
each said attorney-in-fact and agent might or could do in person, hereby
ratifying and confirming all that each said attorney-in-fact and agent, or any
of them, or any substitute or substitutes for any of them, may lawfully do or
cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on March 31, 2002.

Signature Title

/s/ RICHARD E. RAINWATER Trust Manager and Chairman of the Board
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Richard E. Rainwater

/s/ JOHN C. GOFF Trust Manager and Chief Executive Officer
-------------------------------------------- (Principal Executive Officer)
John C. Goff

/s/ JERRY R. CRENSHAW, JR. Senior Vice President, Chief Financial Officer
-------------------------------------------- (Principal Financial and Accounting Officer)
Jerry R. Crenshaw, Jr.

/s/ ANTHONY M. FRANK Trust Manger
--------------------------------------------
Anthony M. Frank

/s/ WILLIAM F. QUINN Trust Manager
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William F. Quinn

/s/ PAUL E. ROWSEY, III Trust Manager
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Paul E. Rowsey, III

-------------------------------------------- Trust Manager
David M. Sherman

EXHIBIT INDEX