Crescent Real Estate Equities Company Responds to Station Casinos Allegations and Amended Complaint.FORT WORTH, Texas--(BUSINESS WIRE)--Aug. 12, 1998--Crescent Real Estate Equities Company (NYSE NYSE See: New York Stock Exchange :CEI CEI Competitive Enterprise Institute CEI Conferenza Episcopale Italiana (Italian bishop conference) CEI Central European Initiative CEI Comitato Elettrotecnico Italiano (Italian Electrotechnical Committee) ), one of the country's largest real estate investment trusts, announced today that it denies the allegations in the amended complaint amended complaint n. what results when the party suing (plaintiff or petitioner) changes the complaint he/she has filed. It must be in writing, and can be done before the complaint is served on any defendant, by agreement between the parties (usually their lawyers), filed by Station Casinos Inc., (NYSE:STN (SuperTwisted Nematic) A passive matrix LCD technology that provides better contrast than twisted nematic (TN) by twisting the molecules from 180 to 270 degrees. See DSTN. ) yesterday in Station's existing Nevada state court proceeding, as summarized in Station's press release of Aug. 11, 1998. Crescent emphasized that, as stated in its suit against Station for damages and declaratory relief declaratory relief n. a judge's determination (called a "declaratory judgment") of the parties' rights under a contract or a statute often requested (prayed) for information in a lawsuit over a contract. , its decision to exercise its termination rights under the Agreement and Plan of Merger between Crescent and Station was based on Station's material breaches of the merger agreement. Under the merger agreement, Crescent has the right to terminate the merger agreement if a material breach by the other party is not cured within 10 business days after notice. Similarly, Crescent's decision not to fund the purchase of any shares of Station's redeemable preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. is based on the provisions of the mergeragreement which eliminate Crescent's obligation to purchase shares of Station's preferred stock if Station is in material breach of its representations and warranties. Crescent stated that there was no factual basis for Station's allegations regarding Crescent's course of dealings with Station, the reasons for Crescent's decision to exercise its termination rights and the refusal to fund the purchase of Station's preferred stock and denied the accuracy of the allegations. Crescent also noted that Station has not advised Crescent that it intends to cure the breaches detailed in Crescent's notice advising Station of the breaches. Crescent intends to take all actions necessary to preserve its rights under the merger agreement and to protect its interests and those of its shareholders in connection with the transaction which will include an action for damages for the breakup fee breakup fee A provision in a takeover agreement that requires a firm to pay the investment banker a large sum of money if another firm takes over the target company. A breakup fee tends to discourage other firms from making bids for the target. or its equivalent and for expenses. Crescent is a fully integrated real estate company which, upon completion of certain pending transactions, will own through its subsidiaries a portfolio of real estate assets, consisting of 99 office properties and 7 retail properties totaling 35.3 million square feet, a 38% interest in 94 refrigerated re·frig·er·ate tr.v. re·frig·er·at·ed, re·frig·er·at·ing, re·frig·er·ates 1. To cool or chill (a substance). 2. To preserve (food) by chilling. warehouse facilities, 89 behavioral healthcare facilities, 7 full-service hotels totaling 2,276 rooms, 2 destination health and fitness resorts, and economic interests in 5 residential development corporations. The office and retail properties are located primarily in 17 metropolitan submarkets in Texas.
CONTACT: Crescent Real Estate Equities Company, Ft. Worth
Gerald W. Haddock, 817/321-1444
www.cei-crescent.com
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