SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Crescent Real Estate Equities Company
(Name of Issuer)
Common Shares of Beneficial Interest, Par Value $0.01 Per Share
(Title of Class of Securities)
225756 10 5
(CUSIP Number)
Melissa Parrish
777 Main Street, Suite 2250
Fort Worth, Texas 76102
(817) 820-6600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 15, 2002***
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
[ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
**The total number of shares of Stock reported herein is 14,872,120 shares,
which constitutes approximately 13.5% of the 110,151,640 shares deemed
outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act. Except as otherwise
stated herein, all ownership percentages set forth herein assume, pursuant to
Rule 13d-1(j), that there are 100,970,702 shares of Stock outstanding
immediately prior to the first Exchange Transaction reported herein, as stated
in the Issuer's most recent quarterly report on Form 10-Q.
1. Name of Reporting Person:
Richard E. Rainwater
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 14,872,120 (1)(2)(3)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 14,872,120 (1)(2)(3)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
14,872,120 (1)(2)(3)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
See footnote 3. /X/
13. Percent of Class Represented by Amount in Row (11): 13.5% (4)
14. Type of Reporting Person: IN
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(1) Such shares of the Stock include (a) 991,638 shares owned directly by
Mr. Rainwater, (b) 2,931,398 shares owned by The Richard E. Rainwater
1995 Charitable Remainder Unitrust No. 1 dated March 10, 1995, Richard
E. Rainwater, Successor Trustee to J. Randall Chappel, Successor
Trustee to Richard E. Rainwater, Original Trustee (the "Trust"), (c)
12,346 shares owned by Rainwater, Inc., (d) 6,270,962 shares issuable
to Office Towers LLC upon conversion of units of limited partnership of
Crescent Real Estate Equities Limited Partnership ("Units") of which it
is the record owner, (e) 4,616,270 shares issuable to Mr. Rainwater
upon conversion of Units of which he is the record owner and (f) 49,506
shares issuable to Rainwater, Inc. upon conversion of Units of which it
is the record owner. See Item 5 for a description of the relationships
among the above-referenced entities and Mr. Rainwater.
(2) Mr. Rainwater is the sole trustee of the Trust and in that capacity
exercises the power to vote and to dispose of all shares owned by the
Trust. Mr. Rainwater may have a pecuniary interest in the shares owned
by the Trust.
(3) Such shares of the Stock exclude (a) 743,920 shares beneficially owned
by Darla Moore, Mr. Rainwater's spouse, including 49,780 shares held by
a general partnership of which Ms. Moore is a general partner and which
represent her proportional interest in shares of the Issuer held by
that general partnership and (b) 520,264 shares issuable to Ms. Moore
upon conversion of Units. Also not included are shares beneficially
owned by Mr. Rainwater's adult children and shares issuable to Mr.
Rainwater's adult children upon conversion of Units. Pursuant to Rule
13d-4 of the Act, Mr. Rainwater disclaims beneficial ownership of all
of such shares.
(4) Except as otherwise stated herein, all ownership percentages set forth
herein assume, pursuant to Rule 13d- 1(j) and Rule 13d-3(d)(1)(i) under
the Act, that there are 110,151,640 shares of the Stock outstanding,
taking into account (a) the 100,970,702 shares of Stock outstanding, as
stated in the Issuer's most recent quarterly report on Form 10-Q, (b)
the shares of Stock that may be issued to Mr. Rainwater and entities
beneficially owned by him in exchange for Units, and (c) the Exchange
Transactions described in Item 3.
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1. Name of Reporting Person:
Office Towers LLC
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Source of Funds: NA
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Office Towers LLC is a limited
liability company organized
under the laws of the State of
Nevada
7. Sole Voting Power: 6,270,962 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 6,270,962 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
6,270,962 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
14. Type of Reporting Person: OO (3)
/ /
13. Percent of Class Represented by Amount in Row (11): 5.7% (2)
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(1) 6,270,962 shares issuable to Office Towers LLC upon conversion of units
of limited partnership of Crescent Real Estate Equities Limited
Partnership ("Units") of which it is the record owner. Office Towers
LLC is owned is wholly owned by Mr. Rainwater and Rainwater, Inc., and
Rainwater, Inc. is wholly owned by Mr. Rainwater.
(2) Except as otherwise stated herein, all ownership percentages set forth
herein assume, pursuant to Rule 13d- 1(j) and Rule 13d-3(d)(1)(i) under
the Act, that there are 110,151,640 shares of the Stock outstanding,
taking into account (a) the 100,970,702 shares of Stock outstanding, as
stated in the Issuer's most recent quarterly report on Form 10-Q, (b)
the shares of Stock that may be issued to Mr. Rainwater and entities
beneficially owned by him in exchange for Units, and (c) the Exchange
Transactions described in Item 3.
(3) Office Towers LLC is a limited liability company organized under the
laws of the State of Nevada.
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Pursuant to Rule 13d-2(a) of Regulation 13D of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
the undersigned hereby amend their Amendment No. 4 to Schedule 13D Statement
dated October 30, 2002 (the "Schedule 13D"), which amended and restated in its
entirety that Schedule 13D Statement dated May 12, 1994, as amended by Amendment
No. 1 dated March 8, 1995, Amendment No. 2 dated April 28, 1995 and Amendment
No. 3 dated August 9, 1995, relating to the Common Shares of Beneficial
Interest, $0.01 par value (the "Stock"), of Crescent Real Estate Equities
Company, a Texas real estate investment trust (the "Issuer"). Unless otherwise
indicated, all defined terms used herein shall have the same meanings ascribed
to those terms in the Schedule 13D.
Item 1. SECURITY AND ISSUER.
No material change.
Item 2. IDENTITY AND BACKGROUND.
No material change.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 hereby is partially amended by adding at the end thereof the
following:
(c) Mr. Rainwater used personal funds to make the open market purchases
of the 1,647,900 shares of the Stock reported in Item 5(c) of this Amendment No.
5; such shares were purchased at prices (disregarding commissions) ranging from
$15.1907 to $15.40, for an aggregate purchase price of approximately
$25,220,665. On November 14, 2002, Mr. Rainwater contributed 700,800 shares of
the Stock which he owned directly and beneficially to the Operating Partnership
in exchange for half as many, or 350,400, Units; and on November 20, 2002, Mr.
Rainwater contributed 1,055,000 shares of the Stock which he owned directly and
beneficially to the Operating Partnership in exchange for half as many, or
527,500, Units. Both transactions, sometimes referred to herein as "Exchange
Transactions," were effected pursuant to the procedures for the exchange of
Stock for Units by Mr. Rainwater previously described in Item 4 of the Schedule
13D and, accordingly, Mr. Rainwater's dispositions of shares to the Operating
Partnership were exempt from Section 16(b) of the Exchange Act by Rule 16b-3(e)
and Mr. Rainwater's acquisitions of Units from the Operating Partnership were
exempt from Section 16(b) of the Exchange Act by Rule 16b-3(d).
Item 4. PURPOSE OF TRANSACTION.
No material change.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
Because of (1) his direct ownership of 991,638 shares of the Stock, (2)
his status as settlor and sole trustee of the Trust, which is the record owner
of 2,931,398 shares of the Stock, (3) his status as the sole controlling person
of Rainwater, Inc., which is the record owner of 12,346 shares of the Stock, (4)
his status as the indirect sole controlling person of OT, which is the record
owner of 3,135,481 Units convertible into 6,270,962 shares of the Stock, (5) his
direct ownership of 2,308,135 Units convertible into 4,616,270 shares of the
Stock and (6) his status as the sole controlling person of Rainwater, Inc.,
which is the record owner of 24,753 Units convertible into 49,506 shares of the
Stock, Mr. Rainwater may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 14,872,120 shares of the Stock in the aggregate, which
constitutes approximately 13.5% of the 110,151,640 shares of the Stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i) of the Act (taking into account (a)
the 100,970,702 shares of Stock outstanding, as stated in the Issuer's most
recent quarterly report on Form 10-Q, (b) the shares of Stock that may be issued
to Mr. Rainwater and entities beneficially owned by him in exchange for Units,
and (c) the Exchange Transactions described in Item 3 of this Amendment No. 5.)
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Because of its direct ownership of 3,135,481 Units convertible into
6,270,962 shares of the Stock, OT may, pursuant to Rule 13d-3 of the Act, be
deemed to be the beneficial owner of 6,270,962 shares of the Stock, which
constitutes approximately 5.7% of the 110,151,640 shares of the Stock deemed
outstanding pursuant to Rule 13d- 3(d)(1)(i) of the Act (taking into account (a)
the 100,970,702 shares of Stock outstanding, as stated in the Issuer's most
recent quarterly report on Form 10-Q, (b) the shares of Stock that may be issued
to Mr. Rainwater and entities beneficially owned by him in exchange for Units,
and (c) the Exchange Transactions described in Item 3 of this Amendment No. 5.)
(b)
No material change.
(c)
Since the filing of the Schedule 13D on October 30, 2002, Mr. Rainwater
has purchased shares of the Stock in open market transactions on the New York
Stock Exchange as follows:
Date Number of Shares Purchased Price Per Share
---- -------------------------- ---------------
11/07/02 50,000 $15.396
11/08/02 576,000 15.3093
11/11/02 74,800 15.1907
11/14/02 52,500 15.2351
11/15/02 534,400 15.3337
11/18/02 225,000 15.2296
11/19/02 84,000 15.323
11/20/02 51,200 15.40
In addition, since the filing of the Schedule 13D on October 30, 2002,
Mr. Rainwater effected three private transactions in shares of the Stock:
(1) On November 7, 2002, Mr. Rainwater made a gift transfer to his
spouse, Darla Moore, of 260,000 Units directly and
beneficially owned by him.
(2) On November 14, 2002, Mr. Rainwater effected an Exchange
Transaction with the Issuer; more specifically, Mr. Rainwater
made a disposition of 700,800 shares of the Stock to the
Operating Partnership in a transaction exempt from Section
16(b) pursuant to Rule 16b-3(e) and in exchange he acquired
from the Operating Partnership 350,400 Units in a transaction
exempt from Section 16(b) pursuant to Rule 16b-3(d).
(3) On November 20, 2002, Mr. Rainwater effected an Exchange
Transaction with the Issuer; more specifically, Mr. Rainwater
made a disposition of 1,055,000 shares of the Stock to the
Operating Partnership in a transaction exempt from Section
16(b) pursuant to Rule 16b-3(e) and in exchange he acquired
from the Operating Partnership 527,500 Units in a transaction
exempt from Section 16(b) pursuant to Rule 16b-3(d).
(d)
No material change
(e)
No material change
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
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SECURITIES OF THE ISSUER.
No material change
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 hereby is partially amended by adding at the end thereof the
following:
Exhibit 7 - Agreement pursuant to Rule 13d-1(k)(1)(iii)
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: November 22, 2002
REPORTING PERSONS:
RICHARD E. RAINWATER
/s/ Richard E. Rainwater, by Melissa T. Parrish,
Attorney-in-Fact
OFFICE TOWERS LLC
By: Rainwater, Inc., its authorized member
By: /s/ Richard E. Rainwater,
by Melissa T. Parrish,
Attorney-in-Fact
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