-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OS1/qFtBIeJItWkl7AkdHTz7Frtf9XkAVwYVX8RsqwnW8WGeQWdV6ck15X3UYV4t OBe/VmX9YHVjlcYOs4N2LQ== 0000950134-00-000118.txt : 20000110 0000950134-00-000118.hdr.sgml : 20000110 ACCESSION NUMBER: 0000950134-00-000118 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000107 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KEYSTONE PROPERTY TRUST CENTRAL INDEX KEY: 0000906113 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 841246585 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-51613 FILM NUMBER: 503646 BUSINESS ADDRESS: STREET 1: 200 FOUR FALLS CORPORATE CENTER STREET 2: SUITE 208 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428- BUSINESS PHONE: 4845301800 MAIL ADDRESS: STREET 1: 200 FOUR FALLS CORPORATE CENTER STREET 2: SUITE 208 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN REAL ESTATE INVESTMENT CORP DATE OF NAME CHANGE: 19931103 FORMER COMPANY: FORMER CONFORMED NAME: AMERICANA REAL ESTATE INVESTMENT CORP DATE OF NAME CHANGE: 19931007 FORMER COMPANY: FORMER CONFORMED NAME: AMERICANA REAL ESTATE INVESTMENT TRUST DATE OF NAME CHANGE: 19930524 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CRESCENT REAL ESTATE EQUITIES LTD PARTNERSHIP CENTRAL INDEX KEY: 0001010958 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE OPERATORS (NO DEVELOPERS) & LESSORS [6510] IRS NUMBER: 752531304 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 777 MAIN STREET STREET 2: SUITE 2100 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8178770477 MAIL ADDRESS: STREET 1: 777 MAIN STREET SUITE 2100 STREET 2: 777 MAIN STREET SUITE 2100 CITY: FORT WORTH STATE: TX ZIP: 76102 SC 13D 1 SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. _________)* Keystone Property Trust - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock - ------------------------------------------------------------------------------- (Title of Class of Securities) 493596100 - ------------------------------------------------------------------------------- (CUSIP Number) Jeffrey E. Kelter President and Chief Executive Officer Keystone Property Trust 200 Four Falls Corporate Center Suite 208 West Conshohocken, Pennsylvania 19428 (484) 530-1800 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 29, 1999 - ------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), 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). Page 1 of 5 Pages 2 CUSIP No. 493596100 13D Page 2 of 2 Pages 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Crescent Real Estate Equities Limited Partnership IRS # 75-2531304 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)/ / (b)/ / - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO, WC - ------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 2,355,468 BENEFICIALLY ---------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 0 PERSON ---------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 2,355,468 ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 ---------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,355,468 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / (SEE INSTRUCTIONS) - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.3% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN - ------------------------------------------------------------------------------- Page 2 of 5 Pages 3 Item 1. SECURITY AND ISSUER The class of equity securities to which this statement relates consists of common stock, par value $.001 per share (the "Common Stock"), of Keystone Property Trust, a Maryland real estate investment trust (the "Company"). The address of the Company's principal executive offices is 200 Four Falls Corporate Center, Suite 208, West Conshohocken, Pennsylvania 19428. Item 2. IDENTITY AND BACKGROUND (a) The names of the filing person is: Crescent Real Estate Equities Limited Partnership ("Crescent OP"), a Delaware limited partnership. (b) The address of Crescent OP's principal business and principal office is 777 Main Street, Suite 2100, Fort Worth, Texas 76102. (c) Crescent OP's principal business is to conduct any business that may be lawfully conducted by a Delaware limited partnership, subject to limiting and conducting its business to permit Crescent Real Estate Equities Company, a Texas real estate investment trust ("Crescent"), to qualify as a real estate investment trust for federal income tax purposes. (d) During the last five years, Crescent OP has not been convicted in a criminal proceeding. (e) During the last five years, Crescent OP has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Not applicable. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On December 29, 1999, Hudson Bay Partners II, L.P., a Delaware limited partnership of which Crescent OP was a Class A limited Partner, dissolved. Pursuant to the dissolution, Hudson Bay Partners II, L.P. made an in-kind distribution of its assets, which included Common Stock of the Company and units ("Units") of limited partnership of Keystone Operating Partnership, L.P. ("Keystone OP"), to its partners. The Units are redeemable by the Company, upon request by the holder, into shares of Common Stock of the Company on a one-for-one basis, or, at the Company's option, cash. Pursuant to the dissolution, Crescent OP received 1,286,912 shares of Common Stock of the Company and 765,807 Units of Keystone OP. Of the 765,807 Units received, 103,810 Units may not be redeemed for shares of Common Stock until June 29, 2000. Therefore, Crescent OP may be deemed to beneficially own 2,355,468 shares of Common Stock of the Company (which includes 661,997 Units of Keystone OP). In addition, on December 29, 1999, Crescent OP purchased 406,559 shares of Common Stock from the Company in a public offering. The purchase price for these shares was $5,895,105.50, representing a purchase price per share of $14.50. The purchase price was paid in cash. Page 3 of 5 Pages 4 Item 4. PURPOSE OF TRANSACTION Crescent OP acquired the 1,286,912 shares of Common Stock and 765,807 Units as a result of the dissolution of the prior holder thereof (of which Crescent OP was a limited partner) on December 29, 1999. Crescent OP acquired its limited partner interest in the prior holder for investment purposes. The Company acquired the 406,559 shares of Common Stock on December 29, 1999 for investment purposes. As of the date hereof, Crescent OP is holding all of its shares of Common Stock and Units solely for investment and does not have any present plans or proposals with respect to any material change in the Company's business or corporate structure or, generally, any other action referred to in instructions (a) through (j) of Item 4 of the form of Schedule 13D. Depending on market conditions and other factors, Crescent OP may make additional purchases of shares of Common Stock or Units or may sell or otherwise dispose of all or portions of its shares of Common Stock or Units if such sales and purchases would be desirable. Item 5. INTEREST IN SECURITIES OF THE ISSUER (a) As of the date hereof, Crescent OP may be deemed to beneficially own, pursuant to the rules and regulations of the Securities and Exchange Commission, 2,355,468 shares of Common Stock, which represents 26.3% of the outstanding Common Stock. (b) Crescent OP has sole voting and sole dispositive power of such 2,355,468 shares of Common Stock identified in (a) above. (c) The transactions described above are the only transactions in the Common Stock effected by Crescent OP within the past 60 days. (d) Not applicable. (e) Not applicable. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Not applicable. Item 7. MATERIAL TO BE FILED AS EXHIBITS None. Page 4 of 5 Pages 5 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct. January 7, 2000 ----------------------------------------- (Date) /s/ David M. Dean ----------------------------------------- (Signature) Senior Vice President, Law and Administration, and Secretary ----------------------------------------- (Name and Title) Page 5 of 5 Pages -----END PRIVACY-ENHANCED MESSAGE-----