-----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, PDWAHETdiBAVS942OnNhBfxHJxcQXPaeo5DntfqTyOtEt10PHWBVZHT354eXJdrR XQwc9grPsjnxfkjGKQEltw== 0000729057-98-000213.txt : 19981104 0000729057-98-000213.hdr.sgml : 19981104 ACCESSION NUMBER: 0000729057-98-000213 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981103 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CRESCENT REAL ESTATE EQUITIES CO CENTRAL INDEX KEY: 0000918958 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 521862813 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-43465 FILM NUMBER: 98736833 BUSINESS ADDRESS: STREET 1: 777 MAIN ST STREET 2: STE 2100 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173212100 MAIL ADDRESS: STREET 1: 777 MAIN STREET STREET 2: SUITE 2100 CITY: FT WORTH STATE: TX ZIP: 76102 FORMER COMPANY: FORMER CONFORMED NAME: CRESCENT REAL ESTATE EQUITIES INC DATE OF NAME CHANGE: 19940214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PRUDENTIAL INSURANCE CO OF AMERICA CENTRAL INDEX KEY: 0000729057 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 221211670 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: PRUDENTIAL PLZ STREET 2: 751 BROAD STREET CITY: NEWARK STATE: NJ ZIP: 07102-3777 BUSINESS PHONE: 9738024284 MAIL ADDRESS: STREET 1: 751 BROAD STREET CITY: NEWARK STATE: NJ ZIP: 07102 SC 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 A fee is being paid with this statement. Name of Issuer: CRESCENT REAL ESTATE EQUITIES INC ________________________________________________ Title of Class of Securities: Common Stock CUSIP Number: 225756105 1) NAME OF I.R.S. IDENTIFICATION NO. OF REPORTING PERSON The Prudential Insurance Company of America 22-1211670 2.) MEMBER OF A GROUP: (a) N/A (b) N/A 3) SEC USE ONLY: 4) PLACE OF ORGANIZATION: A mutual insurance company organized under the laws of the State of New Jersey NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH: 5) Sole Voting Power: 14,900 See Exhibit A 6) Shared Voting Power 7,544,932 See Exhibit A 7) Sole Dispositive Power: 14,900 See Exhibit A 8) Shared Dispositive Power: 7,544,932 See Exhibit A 9) AGGREGATE AMOUNT BENEFICIALLY OWNED: 16,037,288 See Exhibit A 10) AGGREGATE AMOUNT IN ROW (9) EXCLUDES SHARES: Not Applicable 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 12.40 See Exhibit A 12) TYPE OF REPORTING PERSON: IC, IA ITEM 1(a). NAME OF ISSUER: CRESCENT REAL ESTATE EQUITIES INC ITEM 1(b). ADDRESS OF ISSUER'S EXECUTIVE OFFICES: CRESCENT REAL ESTATE EQUITIES INC 777 Main Street Suite 2100 Fort Worth, TX 76102-5325 ITEM 2(a). NAME OF PERSON FILING: The Prudential Insurance Company of America ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE: 751 Broad Street Newark, New Jersey 07102-3777 ITEM 2(c). CITIZENSHIP: A mutual insurance company organized under the laws of the State of New Jersey ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock ITEM 2(e). CUSIP NUMBER: 225756105 ITEM 3. The Person filing this statement is an Insurance Company as defined in Section 3(a) (19) of the Securities Exchange Act of 1934, and an Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. ITEM 4. OWNERSHIP: (a) Number of Shares Beneficially Owned: 16,037,288 See Exhibit A (b) Percent of Class: 12.40 Number (c) Powers Of Shares - ------------------------------------- -------------------------- Sole power to vote or 14,900 See Exhibit A to direct the vote Shared power to vote or 7,544,932 See Exhibit A to direct the vote Sole power to dispose or 14,900 See Exhibit A to direct disposition Shared power to dispose 7,544,932 See Exhibit A or to direct disposition ITEM 5. OWNERSHIP OF 5% OR LESS OF A CLASS: Not Applicable ITEM 6. OWNERSHIP OF MORE THAN 5% ON BEHALF OF ANOTHER PERSON: See Exhibit A ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE ULTIMATE PARENT COMPANY: Not Applicable ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not Applicable ITEM 9. NOTICE OF DISSOLUTION OF GROUP: Not Applicable ITEM 10. CERTIFICATION: By signing below, the Prudential Insurance Company of America certifies that, to the best of its knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. The filing of this statement should not be construed as an admission that Prudential is, for purposes of Sections 13 or 16 of the Securities Exchange Act of 1934, the beneficial owner of such shares. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, The Prudential Insurance Company of America certifies that the information set forth in this statement is true, complete and correct. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: Ellen McGlynn Koke Second Vice President Date: 11/03/98 As of: 10/30/98 Exhibit A -------------- ITEM 6. OWNERSHIP: The Prudential Insurance Company of America ('Prudential') may have direct or indirect voting and/or investment discretion over 16,037,288 shares of the Issuer's common stock which are held for the benefit of its clients by its separate accounts, externally managed accounts, registered investment companies, subsidiaries and/or other affiliates. Prudential is reporting the combined holdings of these entities for the purpose of administrative convenience. These shares were acquired in the ordinary course of business, and not with the purpose or effect of changing or influencing control of the Issuer. The filing of this statement should not be construed as an admission that Prudential is, for the purposes of Section 13 or 16 of the Securities Exchange Act of 1934, the beneficial owner of these shares. At the close of trading on October 6, 1998, certain conditions were met which give each of The Prudential Insurance Company of America, Strategic Value Investors, LLC, Strategic Value Investors International, LLC and Strategic Value Investors II, LLC the right, exercisable at any time, to convert all of the shares of Series B Convertible Preferred Shares (the "Series B Shares") held by them into common shares of Crescent Real Estate Equities Company ("CEI"). The number of common shares issuable upon a conv ersion is determined by calculating the Conversion Rate (as defined in and calculated in accordance with the Statement of Designation for the Series B Shares) on the date on which the security holders tender their shares for conversion. The Conversion Rate is a variable rate that is calculated based on a comparison of the investment return produced by the common shares of CEI and the NAREIT Total Return Series for Equity REITs, excluding Health Care REITs, and as a result changes daily. For illustration purposes, during the month of October, 1998 (assuming that the right to convert had been available each day in October), the Conversion Rate (as calculated by the security holders but subject to confirmation by CEI) in effect for such month ranged from approximately 1.04 to 1.22 common shares issuable upon conversion of each Series B Share. As such the total number of common shares issuable upon conversion of the 6,948,734 Series B Shares ranged from approximately 7.23 million to 8.48 million common shares during that period. -----END PRIVACY-ENHANCED MESSAGE-----