As filed with the Securities and Exchange Commission on August 3, 2007
Registration Statement No. 333-89194
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNDER
THE SECURITIES ACT OF 1933
CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP
CRESCENT FINANCE COMPANY
CRESCENT FINANCE COMPANY
(Exact name of Registrant and Co-Registrant as Specified in their Charters)
Delaware Delaware (State or Other Jurisdiction of Incorporation or Organization) | 75-2531304 42-1536518 (I.R.S. Employer Identification No.) |
c/o Morgan Stanley
1585 Broadway
New York, New York 10036
(212) 761-4000
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)
offices)
Morgan Stanley
1585 Broadway
New York, New York 10036
Attention: Barbara L. Burns
(212) 762-4744
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
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-4, as amended, (Registration No. 333-89194) of Crescent Real Estate Equities Limited Partnership (“Crescent”) and Crescent Finance Company.
On August 3, 2007, pursuant to the terms of an Agreement and Plan of Merger, by and among Crescent Real Estate Equities Company (the “Company”), Crescent, 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, the Company merged with and into REIT Merger Sub, with REIT Merger Sub as the surviving entity (the “REIT Merger”). Immediately following the REIT Merger, Partnership Merger Sub merged with and into Crescent, with Crescent as the surviving limited partnership (the “Partnership Merger”). Parent, REIT Merger Sub and Partnership Merger Sub are affiliates of Morgan Stanley Real Estate.
In connection with the Partnership Merger, Crescent and Crescent Finance Company hereby remove from registration all of the 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-4 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.
CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP | ||||
By: MOON ACQUISITION HOLDINGS LLC, its general partner |
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 | Principal Executive Officer of Moon | August 3, 2007 | ||
Acquisition Holdings LLC | ||||
/s/ John B. Kessler | Principal Financial Officer of Moon | August 3, 2007 | ||
Acquisition Holdings LLC | ||||
/s/ R. Gregory Fox | Principal Accounting Officer of | August 3, 2007 | ||
Moon Acquisition Holdings LLC |
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-4 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.
CRESCENT FINANCE 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 | Principal Executive Officer | August 3, 2007 | ||
/s/ John B. Kessler | Director and Principal Financial | August 3, 2007 | ||
Officer | ||||
/s/ Paula Schaefer | Director and Vice President | August 3, 2007 | ||
Paula Schaefer | ||||
/s/ R. Gregory Fox | Principal Accounting Officer | August 3, 2007 |