UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM -------- TO
COMMISSION FILE NUMBER 1-13038
CRESCENT REAL ESTATE EQUITIES COMPANY
--------------------------------------------------------------
(Exact name of registrant as specified in its charter)
TEXAS 52-1862813
------------------------------- ---------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
777 Main Street, Suite 2100, Fort Worth, Texas 76102
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (817) 321-2100
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of each class: on Which Registered:
-------------------- -----------------------
Common Shares of Beneficial Interest par value $0.01 per share New York Stock Exchange
Series A Convertible Cumulative Preferred Shares of
Beneficial Interest par value $0.01 per share New York Stock Exchange
Series B Cumulative Redeemable Preferred Shares of
Beneficial Interest par value $0.01 per share New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve (12) months (or for such shorter period that the registrant
was required to file such reports) and (2) has been subject to such filing
requirements for the past ninety (90) days.
YES X NO
----------
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).
YES X NO
----------
As of June 30, 2003, the aggregate market value of the 92,350,507 common shares
held by non-affiliates of the registrant was approximately $1.5 billion.
Number of Common Shares outstanding as of March 3, 2004: 99,367,207
Number of Series A Preferred Shares outstanding as of March 3, 2004: 14,200,000
Number of Series B Preferred Shares outstanding as of March 3, 2004: 3,400,000
This First Amendment to the Form 10-K of Crescent Real Estate Equities Company
(the "Company") for the year ended December 31, 2003 is amending the Company's
Form 10-K to include in Part III of the Form 10-K the following information
previously incorporated by reference to the Company's proxy statement: (i) Item
10. Trust Managers and Executive Officers of the Registrant; (ii) Item 11.
Executive Compensation; (iii) Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters; (iv) Item 13. Certain
Relationships and Related Transactions; and (v) Item 14. Principal Accountant
Fees and Services.
TABLE OF CONTENTS
PAGE
PART III.
Item 10. Trust Managers and Executive Officers of the Registrant................................. 1
Item 11. Executive Compensation.................................................................. 6
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters......................................................... 10
Item 13. Certain Relationships and Related Transactions.......................................... 12
Item 14. Principal Accountant Fees and Services.................................................. 16
PART III
ITEM 10. TRUST MANAGERS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Set forth below is information with respect to the current eight trust
managers of Crescent Real Estate Equities Company (the "Company") and the
executive officers of the Company and Crescent Real Estate Equities, Ltd. (the
"General Partner"), which is the sole general partner of Crescent Real Estate
Equities Limited Partnership (the "Operating Partnership"), through which the
Company owns its assets and conducts its operations.
NAME TERM EXPIRES AGE POSITION
---- ------------ --- --------
Richard E. Rainwater 2006 59 Chairman of the Board of Trust Managers of
the Company
John C. Goff 2005 48 Vice Chairman of the Board of Trust
Managers of the Company, Chief Executive
Officer of the Company and the General
Partner, and Sole Director of the General
Partner
Dennis H. Alberts 2004 55 Trust Manager of the Company and President
and Chief Operating Officer of the Company
and the General Partner
Anthony M. Frank 2006 72 Trust Manager of the Company
William F. Quinn 2006 56 Trust Manager of the Company
Paul E. Rowsey, III 2005 49 Trust Manager of the Company
Robert W. Stallings 2005 55 Trust Manager of the Company
Terry N. Worrell 2004 59 Trust Manager of the Company
Kenneth S. Moczulski N/A 51 President of Investments and Chief Investment
Officer of the Company and the General
Partner
Jane E. Mody N/A 52 Executive Vice President, Capital Markets,
of the Company and the General Partner
Jerry R. Crenshaw, Jr. N/A 40 Executive Vice President and Chief
Financial Officer of the Company and the
General Partner
David M. Dean N/A 43 Executive Vice President, Law and
Administration, and Secretary of the
Company and the General Partner
Jane B. Page N/A 43 Executive Vice President, Asset Management
and Leasing, Houston Region, of the General
Partner
John L. Zogg, Jr. N/A 40 Senior Vice President, Asset Management and
Leasing, Dallas Region, of the General
Partner
Christopher T. Porter N/A 38 Vice President and Treasurer of the Company
and the General Partner
TRUST MANAGERS AND EXECUTIVE OFFICERS
The Board of Trust Managers of the Company currently consists of eight
members, divided into three classes serving staggered three-year terms. The
following is a summary of the experience of the current trust managers and the
current executive officers.
1
Richard E. Rainwater has been an independent investor since 1986. From
1970 to July 1986, he served as the chief investment advisor to the Bass family,
whose overall wealth increased dramatically during his tenure. During that time,
Mr. Rainwater was principally responsible for numerous major corporate and real
estate acquisitions and dispositions. Upon beginning his independent investment
activities, he founded ENSCO International Incorporated, an oil field service
and offshore drilling company, in December 1986. Additionally, in June 1988, he
co-founded Columbia Hospital Corporation, and in March 1989 he participated in a
management-led buy out of HCA-Hospital Corporation of America. In November 1992,
Mr. Rainwater co-founded Mid Ocean Limited, a provider of casualty re-insurance.
In February 1994, he assisted in the merger of Columbia Hospital Corporation and
HCA-Hospital Corporation of America that created Columbia/HCA Healthcare
Corporation. Mr. Rainwater is a graduate of the University of Texas at Austin
and the Graduate School of Business at Stanford University. Mr. Rainwater has
served as the Chairman of the Board of Trust Managers since the Company's
inception in 1994.
John C. Goff co-founded the Company with Mr. Rainwater while serving as
principal of Rainwater, Inc. Mr. Goff served as Chief Executive Officer and as a
trust manager from the Company's inception in February 1994 through December
1996, when he became Vice Chairman. In June 1999, Mr. Goff returned as Chief
Executive Officer of the Company and remains as Vice Chairman. Mr. Goff has
served as the managing principal of Goff Moore Strategic Partners, L.P., a
private investment partnership, since its formation in February 1998. From June
1987 to May 1994, Mr. Goff was vice president of Rainwater, Inc. Prior to
joining Rainwater, Inc., Mr. Goff was employed by KPMG Peat Marwick, with Mr.
Rainwater as one of his principal clients. Mr. Goff also serves on the boards of
GAINSCO, Inc., OpenConnect Systems, Inc. and The National Association of Real
Estate Investment Trusts. Mr. Goff is a graduate of the University of Texas and
is a Certified Public Accountant.
Dennis H. Alberts, prior to joining the Company, served as President
and Chief Executive Officer of Pacific Retail Trust, a privately held retail
shopping center real estate investment trust ("REIT"), which he founded in 1993.
While at Pacific Retail Trust, Mr. Alberts directed all aspects of the company,
including acquisition, development and operational activities, from 1993 until
1999 when Pacific Retail Trust merged into Regency Realty, Inc., a publicly
traded REIT. In 1999, Mr. Alberts also served as a consultant to Regency Realty,
Inc. Prior to founding Pacific Retail Trust, Mr. Alberts served as President and
Chief Operating Officer of First Union Real Estate Investments, a publicly held
retail, multi-family and office REIT, in 1992. From 1987 to 1991, Mr. Alberts
served as President and Chief Executive Officer of Rosewood Property Company
where he focused on asset management and leasing of Rosewood's office portfolio.
Before joining Rosewood Property Company, he served as President and Managing
Partner of Trammell Crow Residential Companies of Dallas from 1984 to 1987. Mr.
Alberts holds a Bachelor of Science degree and Master of Business Administration
degree from the University of Missouri. Since April 2000, Mr. Alberts has served
as President and Chief Operating Officer of the Company and the General Partner.
Mr. Alberts has served as a trust manager since May 2002.
Anthony M. Frank currently serves as Chairman Emeritus of Belvedere
Capital Partners, general partner of the California Community Financial
Institutions Fund LP, which he co-founded in 1994. From March 1988 to March
1992, he served as Postmaster General of the United States. From April 1992
until June 1993, he served as the founding chairman of Independent Bancorp of
Arizona. Mr. Frank has also served as a Director of: Temple Inland, Inc., a
manufacturer of paper and timber products, since May 1992; Bedford Property
Investors, Inc., an office and commercial property REIT investing primarily on
the West Coast, since May 1992; Charles Schwab & Co., one of the nation's
largest discount brokerages, since July 1993; and Cotelligent, Inc., a provider
of temporary office support services, since May 1995. Mr. Frank received a
Bachelor of Arts degree from Dartmouth College and a Master of Business
Administration degree from the Amos Tuck School of Business at Dartmouth. Mr.
Frank has served as a trust manager since the Company's inception in 1994.
William F. Quinn has served as President of AMR Investment Services,
Inc., the investment services affiliate of American Airlines, with
responsibility for the management of pension and short-term fixed income assets,
since November 1986. Prior to being named to his current position in 1986, Mr.
Quinn held several management positions with American Airlines and its
subsidiaries. He has served as Director of the Board of American Airlines
Federal Credit Union since July 1979, including serving as Chairman of the Board
from November 1989 to May 2003 and President, Chief Executive Officer and
Trustee of the American AAdvantage Funds since July 1987. Mr. Quinn has served
on the advisory board for Southern Methodist University's Endowment Fund since
September 1996 and has formerly served two terms on the New York Stock Exchange
Pension Management Advisory Committee October 1, 2000 to May 31, 2003 and
October 1, 1996 to April 20, 1999. He holds a Bachelor of Science degree in
accounting from Fordham University and is a Certified Public Accountant. Mr.
Quinn has served as a trust manager since the Company's inception in 1994.
Paul E. Rowsey, III, has served as President of Eiger, Inc., a private
real estate investment management firm, and the manager of Eiger Fund I, L.P., a
real estate equity investment fund, since their formation in January 1999. He
was formerly President and a member of the Board of Directors of Rosewood
Property Company, a real estate investment company, a position he held from
February 1988 until December 1998. Mr. Rowsey has served as a member of the
Board of Directors of
2
ENSCO International Incorporated, an offshore oil field service and drilling
company, since January 2000. Mr. Rowsey began his career in 1980 as an attorney
specializing in commercial real estate. Mr. Rowsey holds a Bachelor of Arts
degree from Duke University and a Juris Doctor degree from Southern Methodist
University School of Law. Mr. Rowsey has served as a trust manager since the
Company's inception in 1994.
Robert W. Stallings has served as Chairman and President of Stallings
Capital Group, Inc., a Dallas-based merchant banking firm specializing in the
financial services industry, since February 2001. In addition, he has been
non-executive Chairman of GAINSCO, Inc. since September 2001, and prior to that
time served as non-executive Vice Chairman of GAINSCO, Inc. beginning in March
2001. Mr. Stallings also provides consulting services for GAINSCO, Inc. Mr.
Stallings also serves as a director of Texas Capital Bank. He is the retired
Chairman and founder of ING Pilgrim Capital Corporation, a $20 billion asset
management firm which was acquired by ING Group in September 2000 and with which
he had been associated since 1991. Mr. Stallings received a Bachelor of Arts
degree in Business from Johnson & Wales University. Mr. Stallings has served as
a trust manager since May 2002.
Terry N. Worrell has been a private investor in commercial properties
and other business ventures with Worrell Investments since 1989. From 1974 to
1989, he served as President and Chief Executive Officer of Sound Warehouse of
Dallas, Inc. prior to its purchase by Shamrock Holdings. Mr. Worrell serves as a
director of Regency Centers Corp., a developer/operator of shopping centers, and
NL Industries, Inc., an international producer of titanium dioxide pigments. Mr.
Worrell received a Master of Business Administration degree from the University
of North Texas. Mr. Worrell has served as a trust manager since May 2002.
Kenneth S. Moczulski, prior to joining the Company, served as President
and founder of Transworld Properties, Inc., a subsidiary of a privately held
international oil company, beginning in January 1992. While at Transworld
Properties, Inc., Mr. Moczulski was responsible for the formation and
implementation of real estate investment strategy, as well as management of
on-going real estate development, asset management, and dispositions. Prior to
founding Transworld Properties, Inc., Mr. Moczulski served as Vice President of
Jaymont Properties in New York from April 1987 to December 1991, where he was
responsible, on a national basis, for all acquisition and disposition
activities. From February 1979 to March 1987, Mr. Moczulski served as
Development Manager for a number of commercial developments for Gerald D. Hines
Interests. Mr. Moczulski holds a Bachelor of Science degree in Civil Engineering
from the University of Cincinnati and a Master of Business Administration degree
from Harvard Graduate School of Business. Mr. Moczulski has served as President
of Investments and Chief Investment Officer of the Company and the General
Partner since November 2000.
Jane E. Mody, prior to joining the Company, served as Vice President of
Goldman, Sachs & Co. from February 2000 to February 2001. While at Goldman,
Sachs & Co., Ms. Mody worked with the real estate merchant banking division and
was responsible for fund reporting for nine real estate opportunity funds. She
served as Managing Director and Chief Financial Officer of Pacific Retail Trust,
a private REIT, which she co-founded, from December 1993 until February 1999
when Pacific Retail Trust merged into Regency Realty, Inc., a publicly traded
REIT. From February 1999 to August 1999 Ms. Mody served as a consultant to
Regency Realty, Inc. Prior to co-founding Pacific Retail Trust, Ms. Mody served
as Executive Vice President of Rosewood Property Company, a real estate
investment company, from April 1988 to December 1993. Ms. Mody graduated from
Austin College with a Bachelor of Arts degree and holds a Master of Business
Administration degree in International Business from the University of Dallas.
Ms. Mody has served as Executive Vice President, Capital Markets of the Company
and the General Partner since February 2001.
Jerry R. Crenshaw, Jr., prior to joining the Company, was the
Controller of Carrington Laboratories, Inc., a pharmaceutical and medical device
company, from 1991 until February 1994. From 1986 until 1991, Mr. Crenshaw was
an audit senior in the real estate services group of Arthur Andersen LLP. Mr.
Crenshaw holds a Bachelor of Business Administration degree in accounting from
Baylor University and is a Certified Public Accountant. Mr. Crenshaw served as
Controller from the Company's inception in 1994 to March 1997 when he became
Vice President and served as Vice President, Controller until December 1998 and
Vice President, Finance until September 1999. In addition, Mr. Crenshaw served
as Interim Co-Chief Financial Officer of the Company and the General Partner
from August 1998 until April 1999. From September 1999 to October 2002, Mr.
Crenshaw served as Senior Vice President, Chief Financial Officer of the Company
and the General Partner. Mr. Crenshaw has served as Executive Vice President,
Chief Financial and Accounting Officer of the Company and Executive Vice
President and Chief Financial Officer of the General Partner since October 2002.
David M. Dean, prior to joining the Company, was an attorney for
Burlington Northern Railroad Company from 1992 to 1994, and he served as
Assistant General Counsel in 1994. At Burlington Northern, he was responsible
for the majority of that company's transactional and general corporate legal
work. Mr. Dean was previously engaged in the private practice of law from 1986
to 1990 with Kelly, Hart & Hallman, and from 1990 to 1992 with Jackson Walker
L.L.P., where he
3
worked primarily on acquisition, financing and venture capital transactions for
Mr. Rainwater and related investor groups. Mr. Dean graduated with honors from
Texas A&M University with Bachelor of Arts degrees in English and philosophy in
1983. He also holds a Juris Doctor degree and a Master of Laws degree in
taxation from Southern Methodist University School of Law. Mr. Dean served as
Senior Vice President, Law, and Secretary from the time he joined the Company in
August 1994 to September 1999 when he became Senior Vice President, Law and
Administration and Secretary, a position which he held until January 2001. Since
January 2001, Mr. Dean has served as Executive Vice President, Law and
Administration and Secretary of the Company and the General Partner.
Jane B. Page, prior to joining the Company, was employed by
Metropolitan Life Real Estate Investments from July 1984 to January 1998,
holding positions of director of corporate property management and regional
asset manager of Metropolitan's institutional portfolio in Houston, Austin and
New Orleans. Ms. Page's 14-year tenure at Metropolitan also included membership
on Metropolitan's Investment Committee, which reviewed and approved all
significant transactions on a national basis. Ms. Page serves on the Boards of
the Greater Houston Partnership, Central Houston, Inc. and the Downtown Houston
Management District. Ms. Page graduated with a Bachelor of Arts degree from
Point Loma College in San Diego and with a Master of Business Administration
degree from the University of San Francisco. She also holds Certified Commercial
Investments Manager and Certified Property Manager designations. Ms. Page served
as Director of Asset Management, Houston Region from the time she joined the
Company in January 1998 to December 1998, when she became Vice President,
Houston Region Asset Management and served in that capacity until September 1999
when she became Vice President, Asset Management, Houston Region. From May 2000
to March 2004, Ms. Page served as Senior Vice President, Asset Management and
Leasing, Houston Region. Since March 2004, Ms. Page has served as Executive Vice
President, Asset Management and Leasing, Houston Region.
John L. Zogg, Jr. served as Vice President of the commercial real
estate group of Rosewood Property Company, responsible for marketing and leasing
office space in the Dallas and Denver areas, from January 1989 to May 1994. For
three years prior to joining Rosewood Property Company, Mr. Zogg worked as
Marketing Manager of Gerald D. Hines Interests, where he was responsible for
office leasing in the Dallas metropolitan area from June 1985 to January 1988.
He graduated from the University of Texas at Austin with a Bachelor of Arts
degree in economics and holds a Master of Business Administration degree from
the University of Dallas. Mr. Zogg joined the Company as a Vice President in May
1994 and served as Vice President, Leasing and Marketing, from June 1997 to
September 1999 when he became Vice President, Leasing/Marketing, Southwest
Region. Since May 2000, Mr. Zogg has served as Senior Vice President, Asset
Management and Leasing, Dallas Region.
Christopher T. Porter, prior to joining the Company, held the office of
Senior Vice President, Investor Relations, for Associates First Capital
Corporation, a leading financial services firm, from January 1999 through
October 1999. Prior to 1999, Mr. Porter served as Vice President and Assistant
Treasurer in banking relations and cash management at Associates First Capital
Corporation from November 1991 through January 1999. Mr. Porter received a
Bachelor of Science degree in economics from the University of Texas at Austin
and a Master of Business Administration degree in finance from the University of
North Texas and is a certified cash manager. Mr. Porter has served as Vice
President and Treasurer of the Company and the General Partner since December
1999.
AUDIT COMMITTEE OF THE BOARD OF TRUST MANAGERS
From January 1, 2003 to February 14, 2003, the Audit Committee
consisted of Anthony M. Frank, Chairman, William F. Quinn and David M. Sherman.
On February 14, 2003, Mr. Sherman resigned from the Board. On April 28, 2003,
the Board elected Robert W. Stallings to the committee. The Audit Committee
currently consists of Mr. Frank, Chairman, and Messrs. Quinn and Stallings. The
Audit Committee, which held nine meetings in 2003, has sole discretion
concerning the engagement of independent auditors, reviews with the independent
auditors the plans and results of the audit engagement, approves or pre-approves
professional services that the independent auditors provide, reviews the
independence of the independent auditors, considers the range of audit and
non-audit fees and reviews the adequacy of the Company's internal accounting
controls. The Board of Trust Managers has determined that all current members of
the Audit Committee are "independent" as that term is defined by applicable
Securities and Exchange Commission ("SEC") rules and under the New York Stock
Exchange's listing standards. In addition, the board of trust managers has
determined that Anthony M. Frank is an "audit committee financial expert," as
defined by applicable SEC rules.
4
CODE OF BUSINESS CONDUCT
All trust managers, officers and employees of the Company must act
ethically at all times and in accordance with the policies comprising the
Company's Code of Business Conduct. The Code of Business Conduct is published on
the investor relations section of the Company's website at www.crescent.com, and
the Company intends to post amendments to and waivers from the Code of Business
Conduct on this website.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended
("Exchange Act") requires the Company's officers, trust managers and persons who
own more than 10% of the Company's common shares of beneficial interest, par
value $.01 per share (the "Common Shares") or the Company's 6-3/4% Series A
convertible cumulative preferred shares of beneficial interest, par value $.01
per share (the "Preferred Shares") to file reports of ownership on Form 3 and
changes in ownership on Forms 4 and 5 with the SEC and the New York Stock
Exchange. The SEC rules also require such officers, trust managers and 10%
holders to furnish the Company with copies of all Section 16(a) forms that they
file.
Based solely on its review of copies of such reports received or
written representations from certain reporting persons, the Company believes
that all Section 16(a) filing requirements applicable to its officers, trust
managers and 10% shareholders were complied with for the fiscal year ended
December 31, 2003, except that (i) each of Messrs. Frank, Quinn, Rowsey,
Stallings and Worrell filed on an untimely basis one Statement of Changes in
Beneficial Ownership on Form 4 ("Form 4") reporting an annual grant of stock
options for service as trust managers who are not also officers of the Company
("Outside Trust Managers"), (ii) Jane B. Page failed to report on a timely basis
one Annual Statement of Changes in Beneficial Ownership on Form 5 ("Form 5")
reporting a disposition of shares by gift in 2002 but such transaction was
subsequently reported on a Form 5 for the fiscal year ended December 31, 2003,
and (iii) each of Jerry R. Crenshaw, Jr., and David M. Dean filed on an untimely
basis one Form 4 reporting one transaction.
5
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the annual and long-term compensation
paid or awarded for the years ended December 31, 2003, 2002, and 2001, to the
Company's current Chief Executive Officer and to the four other most highly
compensated executive officers of the Company and the General Partner
(collectively, the "Named Executive Officers"). As a result of the Company's
umbrella partnership REIT structure, the General Partner, rather than the
Company, compensates all employees. The Company did not grant any stock
appreciation rights ("SARs") during this period.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
-------------------
OTHER
ANNUAL
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION ($)
--------------------------- ---- ---------- --------- ----------------
John C. Goff 2003 894,231 1,350,000 660,000(1)
Chief Executive Officer 2002 750,000 900,000 660,000(1)
2001 750,000 750,000
Dennis H. Alberts 2003 494,904 750,000 440,000(1)
President and Chief 2002 367,500 551,250 440,000(1)
Operating Officer 2001 366,827 353,000 -
Kenneth S. Moczulski 2003 349,231 378,000 308,000(1)
President of Investments 2002 328,846 396,000 308,000(1)
and Chief Investment Officer 2001 300,000 270,000 -
Jane E. Mody 2003 328,461 363,000 264,000(1)
Executive Vice President, 2002 290,000 319,000 264,000(1)
Capital Markets 2001 238,692 207,000 -
Jerry R. Crenshaw, Jr 2003 328,461 326,700 264,000(1)
Executive Vice President, 2002 271,779 319,000 231,000(1)
Chief Financial and 2001 262,019 170,000 -
Accounting Officer
LONG-TERM COMPENSATION
----------------------
AWARDS PAYOUTS
------ -------
RESTRICTED SECURITIES ALL OTHER
STOCK UNDERLYING LTIP COMPENSATION
NAME AND PRINCIPAL POSITION YEAR AWARDS ($) OPTIONS (#) PAYOUTS ($)
--------------------------- ---- ---------- ----------- ------- ---
John C. Goff 2003 - - 72,998(2)(3)
Chief Executive Officer 2002 5,253,000(4) 3,000,000(5)(6)) - 100,915
- - - 55,171
Dennis H. Alberts 2003 - - - 207,066(2)(3)
President and Chief 2002 - 1,000,000(6) - (60,037)
Operating Officer 2001 - 700,000(7)(8) - (41,828)
Kenneth S. Moczulski 2003 - - - 83,125(2)(3)
President of Investments 2002 - 350,000(6) - 3,295
and Chief Investment Officer 2001 - - - 2,520
Jane E. Mody 2003 - - - 69,403(2)(3)
Executive Vice President, 2002 - 300,000(6) - -
Capital Markets 2001 - 180,000(8) - -
Jerry R. Crenshaw, Jr 2003 - - - 80,142(2)(3)
Executive Vice President, 2002 - 200,000(6) - 4,797
Chief Financial and 2001 - - - 16,002
Accounting Officer
----------
(1) Amount represents a cash allocation for dividend incentive units
("DIUs") into a separate interest-bearing account maintained by the
Company for Mr. Goff, Mr. Alberts, Mr. Moczulski, Ms. Mody and Mr.
Crenshaw at December 31, 2003 and December 31, 2002, respectively. The
amount of the allocation to any account is based on the number of DIUs
allocated to the participant's account, multiplied by the product of
(i) the amount of dividends paid by the Company with respect to its
Common Shares and (ii) the performance multiples associated with the
performance targets that are achieved or surpassed. The amounts will be
paid to the participant on or about the fifth anniversary of the date
the DIUs were granted if the participant remains an employee of the
General Partner.
(2) Amounts include matching contributions that the General Partner made to
Mr. Goff's, Mr. Albert's, Mr. Moczulski's, Ms. Mody's and Mr.
Crenshaw's individual 401(k) Plan accounts in the amount of $12,000,
$8,087, $6,795, $6,000 and $12,000, respectively.
(3) Amounts include dividends allocated to Mr. Goff, Mr. Alberts, Mr.
Moczulski, Ms. Mody and Mr. Crenshaw for DIUs of $60,998, $198,979,
$76,330, $63,403 and $68,142, respectively, that are treated as
invested in the Company or specified public mutual funds made available
to the holders by the General Partner. See Note 1 above for an
additional explanation of DIUs.
(4) The $5,253,000 in the table above represents the value of 300,000
restricted shares issued to Mr. Goff at the date of grant. As of
December 31, 2003, such shares had a value of $ 5,139,000.
Distributions are paid on the restricted shares.
(5) Amount includes 442,858 Common Shares, which represent the number of
Common Shares that may be issued following (i) exercise of options
("Plan Unit Options") granted under the 1996 Crescent Real Estate
Equities Limited Partnership Unit Incentive Plan, as amended (the "Unit
Plan") for Units on a one-for-one basis and (ii) exchange of
partnership units of the Operating Partnership ("Units") for Common
Shares on the basis of two Common Shares for each Unit.
(6) Amount includes the number of Common Shares that may be issued
following (i) exercise of options (the "Unit Options") granted pursuant
to individual agreements to purchase Units on a one-for-one basis and
the subsequent exchange of such Units for Common Shares, with such
exchange made on the basis of two Common Shares for each Unit exchanged
(assuming the Company elects to issue Common Shares rather than pay
cash upon such exchange), as follows: John C. Goff - 2,557,142; Dennis
H. Alberts - 1,000,000; Kenneth S. Moczulski - 350,000; Jane E. Mody -
300,000; and Jerry R. Crenshaw, Jr. - 200,000.
6
(7) Amount includes the number of Common Shares that may be issued
following (i) exercise of 150,000 Unit Options for 150,000 Units, and
(ii) the subsequent exchange of such Units for 300,000 Common Shares.
(8) Amount includes Common Shares underlying options ("Stock Options")
granted under the 1995 Crescent Real Estate Equities Company Stock
Incentive Plan, as amended (the "1995 Plan") granted to Mr. Alberts and
Ms. Mody in the amounts of 400,000 and 180,000, respectively.
The following table provides certain information regarding options
granted to the Named Executive Officers for the year ended December 31, 2003.
The Company did not grant any SARs during this period.
OPTION GRANTS FOR THE YEAR ENDED DECEMBER 31, 2003
INDIVIDUAL GRANTS POTENTIAL
--------------------------------------------------------- REALIZABLE VALUE AT
ASSUMED ANNUAL
NUMBER OF % OF TOTAL RATES OF STOCK
SECURITIES OPTIONS PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM ($)
OPTIONS EMPLOYEES IN OF BASE EXPIRATION ----------------------
NAME GRANTED (#) FISCAL YEAR PRICE ($/SH.) DATE 5% 10%
------------------------- ------------ -------------- ------------- ---------- -------- --------
(IN THOUSANDS)
John C. Goff............. - - - - - -
Dennis H. Alberts........ - - - - - -
Kenneth S. Moczulski..... - - - - - -
Jane E. Mody............. - - - - - -
Jerry R. Crenshaw, Jr. .. - - - - - -
----------
7
The following table provides information about options that the Named
Executive Officers exercised during the year ended December 31, 2003 and options
that each of them held at December 31, 2003. The Company did not grant any SARs
during this period.
AGGREGATED OPTION EXERCISES DURING 2003
AND OPTION VALUES AT DECEMBER 31, 2003
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS
SHARES FISCAL YEAR END (#) AT FISCAL YEAR END ($)(1)
ACQUIRED ON VALUE ----------------------------- ---------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------------------ ----------- ----------- ----------- ------------- ----------- -------------
(IN THOUSANDS)
John C. Goff............ - - 1,757,144(2)(4) 2,700,000(3)(5) 395 395
Dennis H. Alberts....... - - 600,000(4) 1,340,000(5) - -
Kenneth S. Moczulski.... - - 280,000(4) 420,000(5) - -
Jane E. Mody............ - - 132,000(4) 348,000(5) - -
Jerry R. Crenshaw, Jr... - - 325,800(4) 215,000(5) 148 72
---------
(1) Market value of securities underlying in-the-money options is based on
the closing price of the Common Shares on December 31, 2003 (the last
trading day of the fiscal year) on the New York Stock Exchange of
$17.13, minus the exercise price.
(2) The number of securities underlying exercisable but unexercised options
includes 1,400,002 Common Shares that may be issued following (i)
vesting of Plan Unit Options, (ii) exercise of Plan Unit Options for
Units on a one-for-one basis, and (iii) exchange of Units for Common
Shares on the basis of two Common Shares for each Unit.
(3) The number of securities underlying unexercisable and unexercised
options includes 100,000 Common Shares that may be issued following (i)
vesting of Plan Unit Options, (ii) exercise of Plan Unit Options for
Units on a one-for-one basis, and (iii) exchange of Units for Common
Shares on the basis of two Common Shares for each Unit.
(4) The number of securities underlying exercisable but unexercised options
for Mr. Goff, Mr. Alberts, Mr. Moczulski, Ms. Mody, and Mr. Crenshaw
includes 157,142, 320,000, 70,000, 60,000 and 70,000 Common Shares,
respectively, that may be issued following (i) vesting of Unit Options
granted pursuant to individual agreements to purchase Units on a
one-for-one basis, (ii) exercise of Unit Options for Units on a
one-for-one basis, and (iii) the subsequent exchange of such Units for
Common Shares, with such exchange made on the basis of two Common
Shares for each Unit exchanged (assuming the Company elects to issue
Common Shares rather than pay cash upon such exchange). The number of
securities underlying exercisable but unexercised Options for Mr. Goff,
Mr. Alberts, Mr. Moczulski, Ms. Mody and Mr. Crenshaw includes 200,000,
280,000, 210,000,72,000 and 255,800 Common Shares, respectively, that
may be issued following exercise of Stock Options for Common Shares on
a one-for-one basis.
(5) The number of securities underlying unexercisable and unexercised
options for Mr. Goff, Mr. Alberts, Mr. Moczulski, Ms. Mody, and Mr.
Crenshaw includes 2,400,000, 980,000, 280,000, 240,000 and 160,000
Common Shares, respectively, that may be issued following (i) vesting
of Unit Options granted pursuant to individual agreements to purchase
Units on a one-for-one basis, (ii) exercise of Unit Options for Units
on a one-for-one basis, and (iii) the subsequent exchange of such Units
for Common Shares, with such exchange made on the basis of two Common
Shares for each Unit exchanged (assuming the Company elects to issue
Common Shares rather than pay cash upon such exchange). The number of
securities underlying unexercisable and unexercised Options for Mr.
Goff, Mr. Alberts, Mr. Moczulski, Ms. Mody and Mr. Crenshaw includes
200,000, 360,000, 140,000, 108,000 and 55,000 Common Shares,
respectively, that may be issued following exercise of Stock Options
for Common Shares on a one-for-one basis.
EMPLOYMENT AGREEMENT
As part of the transactions in connection with formation of the Company,
the Operating Partnership assumed an employment agreement between Rainwater,
Inc. and John C. Goff. The Operating Partnership takes action through the
General Partner. Mr. Goff serves as the sole member of the board of directors of
the General Partner. On February 19, 2002, the Company, the Operating
Partnership and Mr. Goff entered into a new employment agreement, which will
terminate on February 19, 2007, pursuant to which Mr. Goff is entitled to an
annual salary of $900,000 for 2003 and a bonus as determined in the discretion
of the Compensation Committee of the General Partner. In addition, pursuant to
the employment agreement, Mr. Goff was provided the right to earn (i) 300,000
shares of restricted stock, one-third of which will be earned on each of
February 19, 2005, 2006 and 2007 and (ii) 1,500,000 Unit Options, one-fifth of
which will be
8
earned on each of February 19, 2003 through 2007. The Units underlying such Unit
Options are exchangeable into two Common Shares of the Company upon the
satisfaction of certain conditions, including shareholder approval of the
exchange right.
The salary under the employment agreement, which is not subject to a
cap, may be increased at the discretion of the Operating Partnership or, upon
the Operating Partnership's request, the Executive Compensation Committee of the
Company may review and ratify all such increases in salary. The Operating
Partnership similarly determines any bonus to be paid under the employment
agreement, unless it requests the Executive Compensation Committee to review and
ratify any such bonuses granted to Mr. Goff.
AGREEMENTS NOT TO COMPETE
The Company and the Operating Partnership are dependent on the services
of Richard E. Rainwater and John C. Goff. Mr. Rainwater serves as Chairman of
the Board of Trust Managers but has no employment agreement with the Company
and, therefore, is not obligated to remain with the Company for any specified
term. In connection with the initial public offering of the Common Shares in May
1994, each of Messrs. Rainwater and Goff entered into a Noncompetition Agreement
with the Company that restricts him from engaging in certain real estate-related
activities during specified periods of time.
The restrictions that Mr. Rainwater's Noncompetition Agreement imposes
will terminate one year after the later to occur of (i) the date on which Mr.
Rainwater ceases to serve as a trust manager of the Company, and (ii) the date
on which Mr. Rainwater's beneficial ownership of the Company (including Common
Shares and Units) first represents less than a 2.5% ownership interest in the
Company. The restrictions that Mr. Goff's Noncompetition Agreement imposes will
terminate one year after Mr. Goff first ceases to be a trust manager or an
executive officer of the Company. The Noncompetition Agreements do not, among
other things, prohibit Messrs. Rainwater and Goff from engaging in certain
activities in which they were engaged at the time of formation of the Company in
1994 or from making certain passive real estate investments.
TRUST MANAGER COMPENSATION
During 2003, each Outside Trust Manager received an annual fee of
$40,000 (payable in cash or, at the election of the trust manager, in Common
Shares in an amount determined by dividing the fees otherwise payable by 90% of
the fair market value of the Common Shares). In addition, during 2003, each
Outside Trust Manager received a meeting fee of $1,500 for each Board of Trust
Managers meeting attended in person or by telephone, a fee of $2,000 for the
Audit Committee Chairman's participation in each Audit Committee meeting
attended in person or by telephone, a fee of $1,500 for each Audit Committee
member's participation in each Audit Committee meeting attended in person or by
telephone, a fee of $1,500 for all other committee chairmen's participation in
each committee meeting attended in person or by telephone, and a fee of $1,000
for all other committee members' participation in each committee meeting
attended in person or by telephone. In addition, each Outside Trust Manager
annually receives a grant of 14,000 Stock Options under the Company's 1995 Stock
Incentive Plan, as amended. Trust managers who are also officers receive no
separate compensation for their service as trust managers.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Frank, Rowsey and Worrell, all of whom are members of the Board
of Trust Managers of the Company, served as members of the Executive
Compensation Committee during 2003. Mr. Frank has borrowed certain funds from
the Operating Partnership in connection with the exercise of Options, as
described in "Certain Relationships and Related Transactions" below.
9
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table sets forth the beneficial ownership of Common
Shares for (i) each shareholder of the Company who beneficially owns more than
5% of the Common Shares, (ii) each trust manager, nominee for trust manager and
Named Executive Officer of the Company or the General Partner, and (iii) the
trust managers and executive officers of the Company and the General Partner as
a group. Unless otherwise indicated in the footnotes, the listed beneficial
owner directly owns all Common Shares.
BENEFICIAL OWNERSHIP (1)
NUMBER OF PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER(2) COMMON SHARES COMMON SHARES (7)
--------------------------------------- ------------- -----------------
(3)(4)(5)(6)
-------------
Richard E. Rainwater.............................. 16,126,636(8) 14.6%
John C. Goff...................................... 4,806,889(9) 4.7%
Dennis H. Alberts................................. 565,000 *
Anthony M. Frank.................................. 106,000 *
William F. Quinn.................................. 119,566 *
Paul E. Rowsey, III............................... 97,679 *
Robert W. Stallings............................... 65,700(10) *
Terry N. Worrell.................................. 8,400 *
Kenneth S. Moczulski.............................. 210,200(11) *
Jane E. Mody...................................... 117,532(12) *
Jerry R. Crenshaw, Jr............................. 389,590 *
Barrow, Hanley, Mewhinney & Strauss............... 6,898,400(13) 7.0%
One McKinney Plaza
3232 McKinney Avenue, 15th Floor
Dallas, Texas 75204-2429
Cohen & Steers Capital Management, Inc. 10,867,200(14) 10.8%
757 Third Avenue
New York, New York 10017
Trust Managers and Executive Officers as a
Group (15 persons) ............................ 23,491,657(8)(9) 21.8%
(10)(11)(12)
----------
* Less than 1%
(1) All information is as of April 28, 2004, unless otherwise indicated.
The number of Common Shares beneficially owned is reported on the basis
of regulations of the SEC governing the determination of beneficial
ownership of securities. Accordingly, the number of Common Shares a
person beneficially owns includes (i) the number of Common Shares that
such person has the right to acquire within 60 days of April 28, 2004
upon the exercise of options ("Stock Options") granted pursuant to the
1994 Crescent Real Estate Equities, Inc. Stock Incentive Plan (the
"1994 Plan") or the 1995 Crescent Real Estate Equities Company Stock
Incentive Plan, as amended (the "1995 Plan"), (ii) the number of Common
Shares that may be issued within 60 days of April 28, 2004 upon
exchange of partnership units of the Operating Partnership ("Units")
that such person owns for Common Shares, with such exchange made on the
basis of two Common Shares for each Unit exchanged (assuming the
Company elects to issue Common Shares rather than pay cash upon such
exchange), and (iii) the number of Common Shares that may be issued
within 60 days of April 28, 2004 upon exercise of options (the "Plan
Unit Options") granted under the 1996 Crescent Real Estate Equities
Limited Partnership Unit Incentive Plan, as amended (the "Unit Plan"),
to purchase Units and the subsequent exchange of such Units for Common
Shares, with such exchange made on the basis of two Common Shares for
each Unit exchanged (assuming the Company elects to issue Common Shares
rather than pay cash upon such exchange). In addition, the number of
Common Shares a person beneficially owns is deemed to include the
number of Common Shares issuable upon conversion of the Series A
Convertible Cumulative Preferred Shares (the "Series A Preferred
Shares"), each of which is currently convertible into .6119 Common
Shares. As of April 28, 2004, none of the persons listed in the
Beneficial Ownership table, other than Cohen & Steers Capital
Management, Inc., and no executive officer not listed in the table,
beneficially owned any Series A Preferred Shares.
(2) Unless otherwise indicated, the address of each beneficial owner is 777
Main Street, Suite 2100, Fort Worth, Texas 76102.
(3) The number of Common Shares the following persons beneficially own
includes the number of Common Shares indicated due to the vesting of
unexercised Stock Options, as follows: John C. Goff -- 200,000; Dennis
H. Alberts -- 420,000; Anthony M. Frank -- 72,800; William F. Quinn --
84,000; Paul E. Rowsey, III -- 81,200, Robert W. Stallings -- 8,400;
Terry N. Worrell -- 8,400; Kenneth S. Moczulski -- 210,000; Jane E.
Mody -- 108,000; Jerry R. Crenshaw, Jr. -- 255,800; and Trust Managers
and Executive Officers as a Group -- 2,015,350.
(4) The number of Common Shares the following persons beneficially own
includes the number of Common Shares owned indirectly through
participation in the General Partner's 401(k) Plan as of March 31,
2004, as follows: John C. Goff -- 11,068; Jerry R. Crenshaw, Jr. --
6,932, and Trust Managers and Executive Officers as a Group -- 30,334.
10
(5) The number of Common Shares the following persons beneficially own
includes the number of Common Shares that may be issued upon exchange
of Units that such person owns, as follows: Richard E. Rainwater --
11,447,344; John C. Goff -- 1,812,970; and Trust Managers and Executive
Officers as a Group -- 13,260,304.
(6) The number of Common Shares the following persons beneficially own
includes the number of Common Shares owned through participation in the
General Partner's Employee Stock Purchase Plan as of March 31, 2004, as
follows: John C. Goff -- 2,415; and Trust Managers and Executive
Officers as a Group -- 2,627.
(7) The percentage of Common Shares that a person listed in the Beneficial
Ownership table beneficially owns assumes that (i) as to that person,
all Units are exchanged for Common Shares, all Series A Preferred
Shares are exchanged for Common Shares, all Stock Options exercisable
within 60 days of April 28, 2004 are exercised and all Plan Unit
Options exercisable within 60 days of the Record Date are exercised and
the Units so acquired are subsequently exchanged for Common Shares, and
(ii) as to all other persons, no Units are exchanged for Common Shares,
no Series A Preferred Shares are converted into Common Shares, and
no Stock Options or Plan Unit Options are exercised.
(8) The number of Common Shares that Mr. Rainwater beneficially owns
includes 743,920 Common Shares and 519,610 Common Shares that may be
issued upon exchange of Units that Darla Moore, Mr. Rainwater's spouse,
owns. Mr. Rainwater disclaims beneficial ownership of these Common
Shares. In addition, the number of Common Shares that Mr. Rainwater
beneficially owns includes 2,943,744 Common Shares and 6,320,468 Common
Shares that may be issued upon exchange of Units that Mr. Rainwater
owns indirectly, including (i) 12,346 Common Shares and 49,506 Common
Shares that may be issued upon exchange of Units owned by Rainwater,
Inc., a Texas corporation, of which Mr. Rainwater is a director and the
sole owner, (ii) 6,270,962 Common Shares that may be issued upon
exchange of Units owned by Office Towers LLC, a Nevada limited
liability company, of which Mr. Rainwater and Rainwater, Inc. own an
aggregate 100% interest, and (iii) 2,931,398 Common Shares owned by the
Richard E. Rainwater 1995 Charitable Remainder Unitrust No. 1, of which
Mr. Rainwater is the settlor and has the power to remove the trustee
and designate a successor, including himself.
(9) The number of Common Shares that Mr. Goff beneficially owns includes
(i) 152,560 Common Shares that may be issued upon exchange of Units
that Goff Family, L.P., a Delaware limited partnership, owns, (ii)
1,400,002 Common Shares that may be issued upon exchange of Units due
to the vesting of Plan Unit Options and (iii) 300,000 shares of
restricted stock, which will vest (i.e., the restrictions will lapse)
one-third on February 19, 2005, one-third on February 19, 2006 and
one-third on February 19, 2007. Mr. Goff disclaims beneficial ownership
of the Common Shares that may be issued upon exchange of Units that
Goff Family, L.P. owns in excess of his pecuniary interest in such
Units. Mr. Goff has sole voting power with respect to the shares of
restricted stock.
(10) The number of Common Shares that Mr. Stallings beneficially owns
includes 13,500 Common Shares in an IRA account which is owned by Linda
E. Stallings, Mr. Stallings' spouse. Mr. Stallings disclaims beneficial
ownership of such Common Shares.
(11) The number of Common Shares that Mr. Moczulski beneficially owns
includes 200 Common Shares that are owned by The Kenneth and Cara
Moczulski Living Trust, of which Mr. Moczulski and his spouse Cara A.
Moczulski are co-settlors, co-beneficiaries and co-trustees. Mr.
Moczulski disclaims beneficial ownership of all shares held by the
Trust in excess of his pecuniary interest in the Trust.
(12) The number of Common Shares that Ms. Mody beneficially owns includes
9,532 Common Shares owned by the Mody Family Living Trust, of which Ms.
Mody and her spouse Haji Mody are the trustees and beneficiaries.
(13) Barrow, Hanley, Mewhinney & Strauss ("Barrow") filed a Schedule 13G
("Barrow Schedule 13G"), as of February 11, 2004, reporting that Barrow
beneficially owns 6,898,400 Common Shares. Barrow has sole voting power
as to 3,444,200 of the 6,898,400 Common Shares. Barrow has sole
dispositive power as to 6,898,400 of the 6,898,400 Common Shares. All
information presented above relating to Barrow is based solely on the
Barrow Schedule 13G.
(14) Cohen & Steers Capital Management, Inc. ("Cohen & Steers") filed a
13G/A ("Cohen & Steers Schedule 13G/A") as of February 17, 2004
reporting that Cohen & Steers beneficially owns 9,155,655 Common
Shares. Cohen & Steers has sole voting power as to 8,450,555 of the
9,155,655 Common Shares. Cohen & Steers has sole dispositive power as
to 9,155,655 of the 9,155,655 Common Shares. All information presented
above relating to Cohen & Steers is based solely on the Cohen & Steers
Schedule 13G/A. The number of Common Shares beneficially owned by Cohen
& Steers also includes 1,711,545 Common Shares issuable upon conversion
of 2,797,100 Series A Preferred Shares owned by Cohen & Steers, with
each Series A Preferred Share convertible into .6119 Common Shares. All
information presented above relating to Cohen & Steers' ownership of
Series A Preferred Shares is based soley on a Form 13F filed by Cohen &
Steers as of December 31, 2003.
11
The following table provides information as of December 31, 2003
regarding equity compensation plans approved by the shareholders and equity
compensation plans that were not approved by the shareholders.
EQUITY COMPENSATION PLAN INFORMATION
NUMBER OF SECURITIES TO WEIGHTED AVERAGE EXERCISE NUMBER OF SECURITIES REMAINING
BE ISSUED UPON EXERCISE PRICE OF OUTSTANDING AVAILABLE FOR FUTURE ISSUANCE
OF OUTSTANDING OPTIONS, OPTIONS, WARRANTS AND (EXCLUDING SECURITIES REFLECTED
PLAN CATEGORY WARRANTS AND RIGHTS (2) (A) RIGHTS (2) (B) IN COLUMN (A) AND FOOTNOTE (2) (C)
------------- --------------------------- -------------------------- ----------------------------------
Equity compensation plans
approved by security
holders(1) 9,963,888 $19.98 191,170
Equity compensation plans
not approved by security
holders(3) 6,003,842 $18.16 49,276
Total
(1) Amount includes 7,126,744 Common Shares that may be issued following
the exercise of Stock Options granted under the 1994 Plan and the 1995
Plan. Amount also includes 2,837,144 Common Shares that may be issued
following (i) exercise of Plan Unit Options granted under the Unit Plan
to purchase Units on a one-for-one basis and (ii) the subsequent
exchange of such Units for Common Shares on the basis of two Common
Shares for each Unit.
(2) Excludes restricted Common Share grants and Common Shares issued to
trust managers in lieu of board fees. No exercise price is required to
be paid upon vesting of restricted shares.
(3) Amount represents the number of Common Shares that may be issued
following (i) exercise of options granted pursuant to the 1995 Crescent
Real Estate Equities Limited Partnership Unit Incentive Plan and
individual agreements to purchase Units and (ii) the subsequent
exchange of such Units for Common Shares on the basis of two Common
Shares for each Unit. Additional information regarding these plans is
contained in Note 16, "Stock and Unit Based Compensation," of Item 8,
"Financial Statements and Supplementary Data," of this Annual Report on
Form 10-K.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
For purposes of the following discussion, the term "Company" includes,
unless the context otherwise requires, the Operating Partnership and the other
subsidiaries of the Company and the Operating Partnership, in addition to the
Company.
LOANS TO TRUST MANAGERS AND OFFICERS FOR EXERCISE OF OPTIONS AND PLAN UNIT
OPTIONS
The following discussion describes outstanding loans from the Company
to certain of its trust managers and officers. Effective July 29, 2002, the
Company ceased offering to its employees and trust managers the option to obtain
loans pursuant to the Company's stock and unit incentive plans.
Loans to Trust Manager for Exercise of Options. As of November 26,
1999, the Company had loaned to Mr. Frank, an independent trust manager of the
Company, an aggregate of $398,889.40, on a recourse basis, pursuant to the 1994
Plan and the 1995 Plan. Mr. Frank used the proceeds of the loans, together with
an aggregate of $187.00 in cash, to acquire an aggregate of 26,200 Common Shares
pursuant to the exercise of 26,200 Stock Options that were granted to him under
the 1994 Plan and the 1995 Plan. Mr. Frank's loans are secured by an aggregate
of 26,200 Common Shares that Mr. Frank owns. The loans to Mr. Frank are due and
payable in one installment on July 28, 2012. From January 1, 2003 through July
28, 2003, the interest rate on Mr. Frank's loans was 2.81% per year. On July 29,
2003, Mr. Frank elected, pursuant to the terms of the loans, to fix the
interest rate for each of the loans at the Applicable Federal Rate ("AFR")
published by the Internal Revenue Service and applicable for a loan with a term
equal to the remaining term of the loan, or 2.52% per year. As of April 28,
2004, no accrued interest due and payable was outstanding on Mr. Frank's loans.
Loans to Officers for Exercise of Options and Plan Unit Options. Effective
November 4, 1999, the Company loaned $26,272,631.46 to John C. Goff, on a
recourse basis, pursuant to the 1994 Plan, the 1995 Plan and the Unit Plan. Mr.
Goff used the proceeds of the loan, together with $4,452.04 in cash, to acquire
an aggregate of 445,204 Common Shares pursuant to the exercise of 445,204
Stock Options that were granted to him under the 1995 Plan and 571,428 Operating
Partnership Units pursuant to the exercise of 571,428 Plan Unit Options that
were granted to him pursuant to the Unit Plan. Mr. Goff's loan is
12
secured by 400,000 Common Shares, 300,000 shares of restricted stock and
1,500,000 Unit Options that Mr. Goff owns. Mr. Goff has assigned the dividends
that he will receive on the 300,000 shares of restricted stock to payment of
future interest due on his loan. In addition, Mr. Goff is required to use the
net proceeds from the sale of any of the 300,000 shares of restricted stock or
the 1,500,000 Units underlying the 1,500,000 Unit Options to pay down the amount
of his loan.
As of January 31, 2002, the Company had loaned to David M. Dean an
aggregate of $2,538,777.00, on a recourse basis, pursuant to the 1994 Plan and
the 1995 Plan. Mr. Dean used the proceeds of the loans, together with $1,473.00
in cash, to acquire an aggregate of 147,300 Common Shares pursuant to the
exercise of 147,300 Stock Options that were granted to him under the 1994 Plan
and the 1995 Plan. Mr. Dean's loans are secured by an aggregate of 147,300
Common Shares that Mr. Dean owns.
As of January 31, 2002, the Company had loaned to Theresa E. Black, Mr.
Dean's spouse and Vice President, Tax, of the General Partner, an aggregate of
$524,857.50, on a recourse basis, pursuant to the 1995 Plan. Ms. Black used the
proceeds of the loans, together with $330.00 in cash, to acquire an aggregate of
33,000 Common Shares pursuant to the exercise of 33,000 Stock Options that were
granted to her under the 1995 Plan. Ms. Black's loans are secured by an
aggregate of 33,000 Common Shares that Ms. Black owns.
As of July 24, 2002, the Company had loaned to Jerry R. Crenshaw, Jr.
an aggregate of $1,875,237.00, on a recourse basis, pursuant to the 1994 Plan
and the 1995 Plan. Mr. Crenshaw used the proceeds of the loans, together with
$1,188.00 in cash, to acquire an aggregate of 118,800 Common Shares pursuant to
the exercise of 118,800 Stock Options that were granted to him on under the 1994
Plan and the 1995 Plan. Mr. Crenshaw's loans are secured by an aggregate of
118,800 Common Shares that Mr. Crenshaw owns.
As of July 23, 2002, the Company had loaned to John L. Zogg, Jr. an
aggregate of $2,779,043.00, on a recourse basis, pursuant to the 1994 Plan and
the 1995 Plan. Mr. Zogg used the proceeds of the loans, together with $1,582.00
in cash, to acquire an aggregate of 158,200 Common Shares pursuant to the
exercise of 133,200 Stock Options that were granted to him under the 1994 Plan,
and the 1995 Plan. On June 7, 2001, Mr. Zogg sold 100 of the Common Shares and
used the proceeds (in the amount of $1,618.75) to reduce the principal amount of
one of the loans to $635,471.25, reducing the aggregate amount outstanding on
such date to $2,777,424.25. On July 1, 2001, Mr. Zogg paid the Company in full
for the principal balance and interest due on a second loan (an aggregate of
$215,711.70), reducing the aggregate amount outstanding as of July 23, 2002 to
$2,570,431.25. Mr. Zogg's loans are secured by an aggregate of 144,900 Common
Shares that Mr. Zogg owns.
As of April 17, 2001, the Company had loaned to Dennis H. Alberts
$1,083,150.00, on a recourse basis, pursuant to the 1995 Plan. Mr. Alberts used
the proceeds of the loan, together with $600.00 in cash, to acquire 60,000
Common Shares pursuant to the exercise of 60,000 Stock Options under the 1995
Plan. Mr. Albert's loan is secured by 60,000 Common Shares that Mr. Alberts
owns.
Each of the loans to Mr. Goff, Mr. Dean, Ms. Black, Mr. Crenshaw, Mr.
Zogg and Mr. Alberts are due and payable in one installment on July 28, 2012.
From January 1, 2003 through July 28, 2003, the interest rate on each of the
loans was 2.81% per year. On July 29, 2003, each of the executive officers
elected, pursuant to the terms of the loans, to fix the interest rate for each
of the loans at the AFR applicable for a loan with a term equal to the remaining
term of the loan, or 2.52% per year. As of April 28, 2004, no accrued interest
due and payable was outstanding on any of these loans.
TRANSACTIONS WITH COPI
Management and General Business Relationships. In April 1997, the
Company established Crescent Operating, Inc. ("COPI") to be the lessee and
operator of certain assets to be acquired by the Company. Subsidiaries of COPI
became lessees of eight of the Company's hotel and resort properties and
acquired the voting interests in three of the Company's residential development
corporations. In addition, the Company made loans to COPI under a line of credit
and various term loans.
Messrs. Rainwater and Goff are, respectively, the Chairman of the Board
and the Vice Chairman of the Board of the Company and, until February 14, 2002,
were also, respectively, the Chairman of the Board and the Vice Chairman of the
Board of COPI. In addition, Mr. Goff serves as the Chief Executive Officer of
the Company and the General Partner and as the sole director of the General
Partner and, until February 14, 2002, also served as Chief Executive Officer of
COPI. Messrs. Frank and Rowsey are members of the Board of the Company and,
until their resignations on February 14, 2002, were members of the board of
directors of COPI. As of March 31, 2004, Messrs. Rainwater and Goff beneficially
owned an aggregate of approximately 12.3% of the outstanding common stock of
COPI through their aggregate ownership of 1,331,105 shares of COPI common stock,
excluding shares underlying vested options.
13
Reorganization Transactions. On February 14, 2002, pursuant to an
agreement (the "Agreement") with COPI, the Company acquired COPI's lessee
interests in the eight hotel and resort properties and the voting interests in
three residential development corporations and other assets. In consideration of
these transfers, COPI's rent and debt obligations to the Company were reduced.
Pursuant to the terms of the Agreement, the Company and COPI are
jointly seeking to have a pre-packaged bankruptcy plan for COPI, reflecting the
terms of the Agreement, approved by the bankruptcy court. Under the Agreement,
the Company has agreed to provide approximately $14.0 million to COPI in the
form of cash and Common Shares of the Company to fund costs, claims and expenses
relating to the bankruptcy and related transactions, and to provide for the
distribution of the Company's Common Shares to the COPI stockholders. The
Company has also agreed, however, that it will issue Common Shares with a
minimum dollar value of approximately $2.2 million to the COPI stockholders,
even if it would cause the total costs, claims and expenses that it pays to
exceed $14.0 million. Since February 15, 2002, the Company has loaned to COPI,
or paid directly on COPI's behalf, approximately $13.0 million to fund costs,
claims and expenses through March 31, 2004 relating to the bankruptcy and
related transactions.
In addition, the Company has agreed to use commercially reasonable
efforts to assist COPI in arranging COPI's repayment of its $15.0 million
obligation to Bank of America, together with any accrued interest. The Company
expects to form and capitalize a new entity ("Crescent Spinco") to be owned by
the shareholders of the Company. Crescent Spinco then would purchase COPI's
interest in AmeriCold Logistics, LLC ("AmeriCold Logistics") for between $15.0
million and $15.5 million. COPI has agreed that it will use the proceeds of the
sale of the AmeriCold Logistics interest to repay Bank of America in full.
COPI obtained the loan from Bank of America primarily to participate in
investments with the Company. At the time COPI obtained the loan, Bank of
America required, as a condition to making the loan, that Messrs. Rainwater, and
Goff, enter into a support agreement with COPI and Bank of America. Pursuant to
the support agreement, Messrs. Rainwater and Goff agreed to make additional
equity investments in COPI if COPI defaulted on payment obligations under its
line of credit with Bank of America and if the net proceeds of an offering of
COPI securities were insufficient to allow COPI to repay Bank of America in
full.
Previously, the Company held a first lien security interest in COPI's
entire membership interest in AmeriCold Logistics. REIT rules prohibit the
Company from acquiring or owning the membership interest that COPI owns in
AmeriCold Logistics. Under the Agreement, the Company agreed to allow COPI to
grant Bank of America a first priority security interest in the membership
interest and to subordinate its own security interest to that of Bank of
America.
On March 6, 2003, the COPI stockholders voted to approve the COPI
bankruptcy plan. On March 10, 2003, COPI filed the plan under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy Court for the
Northern District of Texas. If the plan is approved by the bankruptcy court, the
holders of COPI's common stock will receive Common Shares of the Company. As
stockholders of COPI, Mr. Rainwater and Mr. Goff will also receive Common Shares
of the Company. Pursuant to the COPI bankruptcy plan, the current and former
directors and officers of COPI and the current and former trust managers and
officers of the Company also have received a release from COPI of liability for
any actions taken prior to February 14, 2002, and, depending on various factors,
will receive certain liability releases from COPI and its stockholders.
Completion and effectiveness of the pre-packaged bankruptcy plan for
COPI is contingent upon a number of conditions, including the approval of the
plan by certain of COPI's creditors and the confirmation of the plan by the
bankruptcy court.
OTHER
Since June 1999, the Company has contributed approximately $23.8
million to DBL Holdings, Inc. ("DBL"). The contribution was used by DBL to make
an equity contribution to DBL-ABC, Inc., a wholly owned subsidiary of DBL, which
committed to purchase an affiliated partnership interest representing a 12.5%
interest in G2 Opportunity Fund, LP ("G2"). G2 was formed for the purpose of
investing in commercial mortgage backed securities and other commercial real
estate investments and is managed and controlled by an entity (the "G2 General
Partner") that is owned equally by Goff-Moore Strategic Partners, L.P. ("GMSP")
and GMAC Commercial Mortgage Corporation. The G2 General Partner is entitled to
an annual asset management fee. Additionally, the G2 General Partner has a 1%
interest in profits and losses of G2 and, after payment of specified amounts to
partners, a promoted interest based on payments to unaffiliated limited
partners. As an affiliated limited partner, DBL-ABC, Inc.'s returns are not
impacted by the G2 General Partner's promoted interest. As of December 31, 2003,
DBL-ABC, Inc. has received approximately $20.9 million cumulative distributions
and recognized approximately $10.0 million cumulative net income bringing the
investment balance to approximately $13.3 million.
14
The ownership structure of GMSP consists of an approximately 86%
limited partnership interest owned directly and indirectly by Richard E.
Rainwater, Chairman of the Board of Trust Managers of the Company, and an
approximately 14% general partnership interest, of which approximately 6% is
owned by Darla Moore, who is married to Mr. Rainwater, and approximately 6% is
owned by John C. Goff, Vice-Chairman of the Company's Board of Trust Managers
and Chief Executive Officer of the Company. The remaining approximately 2%
general partnership interest is owned by unrelated parties. The Company
reimbursed GMSP for the part-time services of an accountant in the amount of
$128,353 for 2003.
On January 2, 2003, the Company purchased the remaining 2.56% economic
interest, representing 100% of the voting stock, in DBL from Mr. Goff. Total
consideration paid for Mr. Goff's interest was $0.4 million. The Board of Trust
Managers of the Company, including all the independent trust managers, approved
the transaction based in part on an appraisal of the assets of DBL by an
independent appraisal firm. As a result of this transaction, DBL is wholly-owned
by the Company.
----------
Management believes that the foregoing transactions are on terms no
less favorable then those that could have been obtained in comparable
transactions with unaffiliated parties.
15
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Fiscal 2003 and 2002 Audit Firm Fee Summary. During the fiscal years 2003 and
2002, the Company retained Ernst & Young LLP and Arthur Anderson LLP to provide
services in the following categories and amounts:
FISCAL YEAR 2003 FISCAL YEAR 2002
----------------- ----------------
ARTHUR
ERNST & YOUNG LLP ERNST & YOUNG LLP ANDERSON LLP
Audit Fees $ 1,342,500 $ 868,000 $ 17,000
Audit Related Fees (1) 650,000 424,000 273,611
Tax Fees (2) 858,500 341,000 -
All Other Fees 2,000(3) 75,000(4) -
Total $ 2,853,000 $1,708,000 $ 290,611
----------------
(1) Audit related fees consist of audit fees for a significant
unconsolidated subsidiary, fees incurred for consultation concerning
financial accounting and reporting standards, comfort letters, and work
performed in connection with SEC offerings and other filings.
(2) Tax fees include tax consultation and federal and state tax compliance.
(3) Represents tax software and stock option software.
(4) Represents financial information systems design and implementation
fees.
Since Ernst & Young LLP was retained in 2002, the Audit Committee has approved
in advance all fees paid to and services provided by Ernst & Young LLP. The
Audit Committee of the Board of Trust Managers has considered those services
provided by Ernst & Young LLP for the Company not provided in conjunction with
the audit and review of its financial statements and has determined that such
services are compatible with maintaining the independence of Ernst & Young LLP.
16
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 28th day of
April, 2004.
CRESCENT REAL ESTATE EQUITIES COMPANY
(Registrant)
By /s/John C. Goff
-----------------------------
John C. Goff
Trust Manager and Chief Executive Officer
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
3.01 Restated Declaration of Trust of Crescent Real Estate Equities
Company, as amended (filed as Exhibit No. 3.1 to the
Registrant's Current Report on Form 8-K filed April 25, 2002
(the "April 2002 8-K") and incorporated herein by reference)
3.02 Second Amended and Restated Bylaws of Crescent Real Estate
Equities Company (filed as Exhibit No. 3.02 to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2003 and incorporated herein by reference)
4.01 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)
4.02 Statement of Designation of 6-3/4% Series A Convertible
Cumulative Preferred Shares of Crescent Real Estate Equities
Company dated February 13, 1998 (filed as Exhibit No. 4.07 to
the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997 (the "1997 10-K") and
incorporated herein by reference)
4.03 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)
4.04 Statement of Designation of 6-3/4% Series A Convertible
Cumulative Preferred Shares of Crescent Real Estate Equities
Company dated April 25, 2002 (filed as Exhibit No. 4.1 to the
April 2002 8-K 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 dated January 14, 2004 (filed as Exhibit No. 4.1 to
the Registrant's Current Report on Form 8-K filed January 15,
2004 (the "January 2004 8-K") and incorporated herein by
reference)
4.06 Form of Global Certificate of 6-3/4% Series A Convertible
Cumulative Preferred Shares of Crescent Real Estate Equities
Company (filed as Exhibit No. 4.2 to the January 2004 8-K and
incorporated herein by reference)
4.07 Statement of Designation of 9.50% Series B Cumulative
Redeemable Preferred Shares of Crescent Real Estate Equities
Company dated May 13, 2002 (filed as Exhibit No. 2 to the
Registrant's Form 8-A dated May 14, 2002 (the "Form 8-A") and
incorporated herein by reference)
4.08 Form of Certificate of 9.50% Series B Cumulative Redeemable
Preferred Shares of Crescent Real Estate Equities Company
(filed as Exhibit No. 4 to the Form 8-A and incorporated
herein by reference)
4 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 instruments
defining the rights of holders of long-term debt of the
Registrant
*10.01 Third Amended and Restated Agreement of Limited Partnership of
Crescent Real Estate Equities Limited Partnership, dated as of
January 2, 2003, as amended
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
10.02 Noncompetition Agreement of Richard E. Rainwater, as assigned
to Crescent Real Estate Equities Limited Partnership on May 5,
1994 (filed as Exhibit No. 10.02 to the 1997 10-K and
incorporated herein by reference)
10.03 Noncompetition Agreement of John C. Goff, as assigned to
Crescent Real Estate Equities Limited Partnership on May 5,
1994 (filed as Exhibit No. 10.03 to the 1997 10-K and
incorporated herein by reference)
10.04 Employment Agreement by and between Crescent Real Estate
Equities Limited Partnership, Crescent Real Estate Equities
Company and John C. Goff, dated as of February 19, 2002 (filed
as Exhibit No. 10.01 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended March 31, 2002 (the "1Q 2002
10-Q) and incorporated herein by reference)
10.05 Form of Officers' and Trust Managers' Indemnification
Agreement as entered into between the Registrant and each of
its executive officers and trust managers (filed as Exhibit
No. 10.07 to the Registration Statement on Form S-4 (File No.
333-42293) of Crescent Real Estate Equities Limited
Partnership and incorporated herein by reference)
10.06 Crescent Real Estate Equities Company 1994 Stock Incentive
Plan (filed as Exhibit No. 10.07 to the Registrant's
Registration Statement on Form S-11 (File No. 33-75188) (the
"Form S-11") and incorporated herein by reference)
10.07 Third Amended and Restated 1995 Crescent Real Estate Equities
Company Stock Incentive Plan (filed as Exhibit No. 10.01 to
the Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2001 and incorporated herein by reference)
10.08 Amendment dated as of November 4, 1999 to the Crescent Real
Estate Equities Company 1994 Stock Incentive Plan (filed as
Exhibit No. 10.10 to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 2000 (the "2000
10-K") and incorporated herein by reference)
10.09 Amendment dated as of November 1, 2001 to the Crescent Real
Estate Equities Company 1994 Stock Incentive Plan and the
Third Amended and Restated 1995 Crescent Real Estate Equities
Company Stock Incentive Plan (filed as Exhibit No. 10.11 to
the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 2001 and incorporated herein by
reference)
*10.10 Second Amended and Restated 1995 Crescent Real Estate Equities
Limited Partnership Unit Incentive Plan
10.11 1996 Crescent Real Estate Equities Limited Partnership Unit
Incentive Plan, as amended (filed as Exhibit No. 10.14 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 and incorporated herein by reference)
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
10.12 Amendment dated as of November 5, 1999 to the 1996 Crescent
Real Estate Equities Limited Partnership Unit Incentive Plan
(filed as Exhibit No. 10.13 to the 2000 10-K and incorporated
herein by reference)
10.13 Crescent Real Estate Equities, Ltd. Dividend Incentive Unit
Plan (filed as Exhibit No. 10.14 to the 2000 10-K and
incorporated herein by reference)
10.14 Annual Incentive Compensation Plan for select Employees of
Crescent Real Estate Equities, Ltd. (filed as Exhibit No.
10.15 to the 2000 10-K and incorporated herein by reference)
10.15 Form of Registration Rights, Look-Up and Pledge Agreement
(filed as Exhibit No. 10.05 to the Form S-11 and incorporated
herein by reference)
10.16 Restricted Stock Agreement by and between Crescent Real Estate
Equities Company and John C. Goff, dated as of February 19,
2002 (filed as Exhibit No. 10.02 to the 1Q 2002 10-Q and
incorporated herein by reference)
10.17 Unit Option Agreement Pursuant to the 1996 Plan by and between
Crescent Real Estate Equities Limited Partnership and John C.
Goff, dated as of February 19, 2002 (filed as Exhibit No.
10.01 to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2002 and incorporated herein by
reference)
10.18 Unit Option Agreement by and between Crescent Real Estate
Equities Limited Partnership and John C. Goff, dated as of
February 19, 2002 (filed as Exhibit No. 10.04 to the 1Q 2002
10-Q and incorporated herein by reference)
10.19 Unit Option Agreement by and between Crescent Real Estate
Equities Limited Partnership and Dennis H. Alberts, dated as
of February 19, 2002 (filed as Exhibit No. 10.05 to the 1Q
2002 10-Q and incorporated herein by reference)
10.20 Unit Option Agreement by and between Crescent Real Estate
Equities Limited Partnership and Kenneth S. Moczulski, dated
as of February 19, 2002 (filed as Exhibit No. 10.06 to the 1Q
2002 10-Q and incorporated herein by reference)
10.21 Unit Option Agreement by and between Crescent Real Estate
Equities Limited Partnership and David M. Dean, dated as of
February 19, 2002 (filed as Exhibit No. 10.07 to the 1Q 2002
10-Q and incorporated herein by reference)
10.22 Unit Option Agreement by and between Crescent Real Estate
Equities Limited Partnership and Jane E. Mody, dated as of
February 19, 2002 (filed as Exhibit No. 10.08 to the 1Q 2002
10-Q and incorporated herein by reference)
10.23 Unit Option Agreement by and between Crescent Real Estate
Equities Limited Partnership and Jerry R. Crenshaw, Jr., dated
as of February 19, 2002 (filed as Exhibit No. 10.09 to the 1Q
2002 10-Q and incorporated herein by reference)
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
10.24 Unit Option Agreement by and between Crescent Real Estate
Equities Limited Partnership and Jane B. Page, dated as of
February 19, 2002 (filed as Exhibit No. 10.10 to the 1Q 2002
10-Q and incorporated herein by reference)
10.25 Unit Option Agreement by and between Crescent Real Estate
Equities Limited Partnership and John L. Zogg, Jr., dated as
of February 19, 2002 (filed as Exhibit No. 10.11 to the 1Q
2002 10-Q and incorporated herein by reference)
10.26 Unit Option Agreement by and between Crescent Real Estate
Equities Limited Partnership and Dennis H. Alberts, dated as
of March 5, 2001 (filed as Exhibit No. 10.12 to the 1Q 2002
10-Q and incorporated herein by reference)
*21.01 List of Subsidiaries
*23.01 Consent of Ernst & Young LLP
*23.02 Consent of Ernst & Young LLP
*23.03 Consent of Ernst & Young LLP
31.01 Certifications of Chief Executive Officer and Chief Financial
Officer pursuant to Rule 13a - 14(a) as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.01 Certifications of Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 350 as adopted pursuant
to Section 906 of Sarbanes-Oxley Act of 2002 (filed herewith)
* Previously filed.