posam
 

As filed with the Securities and Exchange Commission on August 3, 2007
Registration Statement No. 333-77941
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Post-Effective Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
CRESCENT REAL ESTATE EQUITIES COMPANY
(Exact name of Registrant as Specified in Its Charter)
     
Texas
(State or Other Jurisdiction
of Incorporation or Organization) 		  52-1862813
(I.R.S. Employer Identification No.)
c/o Morgan Stanley
1585 Broadway
New York, New York 10036
(212) 761-4000
(Address, including zip code, and telephone number, including area code, of Registrant’s principal
executive offices)
Morgan Stanley
1585 Broadway
New York, New York 10036
Attention: Barbara L. Burns
(212) 762-4744
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
Copy to:
Gilbert G. Menna, Esq.
John T. Haggerty, Esq.
Goodwin Procter LLP
Exchange Place
53 State Street
Boston, MA
(617) 570-1000
 
 

 

 

TERMINATION OF REGISTRATION
     This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-3, as amended, (Registration No. 333-77941) of Crescent Real Estate Equities Company (“Crescent”).
     On August 3, 2007, pursuant to the terms of an Agreement and Plan of Merger, by and among Crescent, Crescent Real Estate Equities Limited Partnership (the “Operating Partnership”), Moon Acquisition Holdings LLC (“Parent”), Moon Acquisition LLC (“REIT Merger Sub”) and Moon Acquisition Limited Partnership (“Partnership Merger Sub”), dated as of May 22, 2007, Crescent merged with and into REIT Merger Sub, with REIT Merger Sub as the surviving entity (the “REIT Merger”). Parent, REIT Merger Sub and Partnership Merger Sub are affiliates of Morgan Stanley Real Estate.
     In connection with the REIT Merger, Crescent hereby removes from registration all of its securities registered pursuant to this Registration Statement that remain unissued.

 

 

SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this third day of August 2007.
         
  MOON ACQUISITION LLC (as surviving entity of its merger with Crescent Real Estate Equities Company)
 		  
  By:   /s/ Michael J. Franco    
    Michael J. Franco   
    Principal Executive Officer   
 
     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
         
NAME   TITLE   DATE
 
/s/ Michael J. Franco
 
Michael J. Franco
  Principal Executive Officer of Moon Acquisition LLC and Principal Executive Officer of Moon Acquisition Holdings LLC, in its capacity as manager of Moon Acquisition LLC   August 3, 2007
 
        
/s/ John B. Kessler
 
John B. Kessler
  Principal Financial Officer   August 3, 2007
 
        
/s/ R. Gregory Fox
 
R. Gregory Fox
  Principal Accounting Officer   August 3, 2007