UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
o |
|
Preliminary Proxy Statement |
o |
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
o |
|
Definitive Proxy Statement |
þ |
|
Definitive Additional Materials |
o |
|
Soliciting Material Pursuant to §240.14a-12 |
CRESCENT REAL ESTATE EQUITIES COMPANY
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ |
|
No fee required. |
o |
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
|
(1) |
|
Title of each class of securities to which transaction applies: |
|
|
|
|
|
|
|
|
|
|
|
(2) |
|
Aggregate number of securities to which transaction applies: |
|
|
|
|
|
|
|
|
|
|
|
(3) |
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
determined): |
|
|
|
|
|
|
|
|
|
|
|
(4) |
|
Proposed maximum aggregate value of transaction: |
|
|
|
|
|
|
|
|
|
|
|
(5) |
|
Total fee paid: |
|
|
|
|
|
|
|
|
|
o |
|
Fee paid previously with preliminary materials. |
|
o |
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its
filing. |
|
(1) |
|
Amount Previously Paid: |
|
|
|
|
|
|
|
|
|
|
|
(2) |
|
Form, Schedule or Registration Statement No.: |
|
|
|
|
|
|
|
|
|
|
|
(3) |
|
Filing Party: |
|
|
|
|
|
|
|
|
|
|
|
(4) |
|
Date Filed: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PRESS RELEASE |
CRESCENT REAL ESTATE ANNOUNCES REDEMPTION OF PREFERRED SHARES
FORT WORTH, TEXAS, July 12, 2007Crescent Real Estate Equities Company (NYSE: CEI) today announced
that it has delivered notices of redemption to holders of its 6-3/4% Series A Convertible
Cumulative Preferred Shares and 9.50% Series B Cumulative Redeemable Preferred Shares.
On July 3, 2007, Crescent distributed the redemption notices to each of the holders of the Series A
Preferred and Series B Preferred, indicating that Crescent determined to redeem all such shares
that were outstanding on that date. The redemptions are anticipated to occur immediately prior to
the consummation of the merger of Crescent with an affiliate of Morgan Stanley Real Estate, which
is currently anticipated to occur on or about August 3, 2007. In the event this merger is not
consummated, the redemptions will terminate automatically and without any action of any party.
Assuming the redemption date is August 3, 2007, Crescent will pay to each holder of Series A
Preferred an amount of cash equal to $25.3656 ($25.00 redemption price plus accumulated and unpaid
dividends of $0.3656) per share and to each holder of Series B Preferred an amount of cash equal to
$25.5146 ($25.00 redemption price plus accumulated and unpaid dividends of $0.5146) per share. To
the extent the redemptions occur later than August 3, 2007, the redemption prices of the Series A
Preferred and Series B Preferred will be increased by $0.0047 and $0.0066 per day, respectively.
The Series A Preferred are convertible into common shares of beneficial interest of Crescent at a
conversion price of $40.86 (equivalent to a conversion rate of 0.6119 common shares for each Series
A Preferred share) at the election of the holders of the Series A Preferred. However, on the
redemption date, the rights of the holders of the Series A Preferred and Series B Preferred,
including the right of holders of Series A Preferred to convert their shares into common shares of
Crescent and the right of holders of both Series A Preferred and Series B Preferred to receive
distributions, will cease.
ABOUT CRESCENT
Crescent Real Estate Equities Company (NYSE: CEI) is a real estate investment trust headquartered
in Fort Worth, Texas. Through its subsidiaries and joint ventures, Crescent owns and manages a
portfolio of 63 premier office buildings totaling 26 million square feet located in select markets
across the United States with major concentrations in Dallas, Houston, Denver, Miami, and Las
Vegas. Crescent also holds investments in resort residential developments in locations such as
Scottsdale, AZ, Vail Valley, CO, and Lake Tahoe, CA; and in the wellness lifestyle leader, Canyon
Ranch®. For more information, visit Crescents Web site at www.crescent.com.
FORWARD-LOOKING STATEMENTS
This press release may include forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements, other than statements of historical facts, included in this press release
that address activities, events or developments that the partnership expects, believes or
anticipates will or may occur in the future are forward-looking statements. These statements
subject to a number of assumptions, risks and uncertainties, many of which are beyond the control
of the Company, which may cause the Companys actual results to differ materially from those
implied or expressed by the
1
forward-looking statements. Crescent assumes no duty whatsoever to update these forward-looking
statements or to conform them to future events or developments.
ADDITIONAL INFORMATION
For more information, please contact:
Jane E. Mody, Managing Director and Chief Financial Officer, Crescent (817) 321-1086
Jeremy C. Sweek, Investor & Media Relations Senior Manager, Crescent (817) 321-1464
Alyson DAmbrisi, Media Relations, Morgan Stanley (212) 762-7006
2