<PAGE>   1

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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ---------------------

                                  FORM 10-K/A

                                AMENDMENT NO. 1
(MARK ONE)
     [X]         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000.

                                       OR

     [ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

             FOR THE TRANSITION PERIOD FROM           TO

                         COMMISSION FILE NUMBER 1-13038

                     CRESCENT REAL ESTATE EQUITIES COMPANY
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                            <C>
                    TEXAS                                        52-1862813
       (State or other jurisdiction of                        (I.R.S. Employer
        incorporation or organization)                     Identification Number)
</TABLE>

<TABLE>
<S>                                            <C>
         777 MAIN STREET, SUITE 2100,
              FORT WORTH, TEXAS                                    76102
   (Address of principal executive offices)                      (Zip code)
</TABLE>

               Registrant's Telephone number, including area code
                                 (817) 321-2100

Securities registered pursuant to Section 12(b) of the Act:

<TABLE>
<CAPTION>
                                                              NAME OF EACH EXCHANGE ON
                    TITLE OF EACH CLASS:                         WHICH REGISTERED:
                    --------------------                      ------------------------
<C>                                                           <S>
  Common Shares of Beneficial Interest par value $.01 per     New York Stock Exchange
                            share
 6 3/4 Series A Convertible Cumulative Preferred shares of    New York Stock Exchange
         Beneficial Interest par value $.01 per share
</TABLE>

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve (12) months (or for such shorter period that
the registrant was required to file such reports) and (2) has been subject to
such filing requirements for the past ninety (90) days.  Yes [X]  No [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [ ]

     As of April 26, 2001, the aggregate market value of the 114,315,105 common
shares and 8,000,000 preferred shares held by non-affiliates of the registrant
was approximately $2.7 billion and $140.0 million, respectively, based upon the
closing price of $23.29 for common shares and $17.50 for preferred shares on the
New York Stock Exchange.

<TABLE>
<S>                                                            <C>
Number of Common Shares outstanding as of April 26, 2001:...   122,742,912
Number of Preferred Shares outstanding as of April 26,
  2001:.....................................................     8,000,000
</TABLE>

     The Form 10-K of Crescent Real Estate Equities Company (the "Company") for
the year ended December 31, 2000 is being amended to include in Part III of the
Form 10-K the following information previously incorporated by reference to the
Company's proxy statement: (i) Item 10. Trust Managers and Executive Officers of
the Registrant; (ii) Item 11. Executive Compensation; (iii) Item 12. Security
Ownership of Certain Beneficial Owners and Management; and (iv) Item 13. Certain
Relationships and Related Transactions.
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<PAGE>   2

                                    PART III

ITEM 10. TRUST MANAGERS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Set forth below is information with respect to the current seven trust
managers of the Company, including the nominee, all of whom joined the Company
as trust managers in 1994 (except Mr. Sherman, who was first elected as a trust
manager in 2000) and the executive officers of the Company.

<TABLE>
<CAPTION>
                                        TERM
NAME                                   EXPIRES   AGE   POSITION
----                                   -------   ---   --------
<S>                                    <C>       <C>   <C>
Richard E. Rainwater.................   2003     56    Chairman of the Board of Trust Managers of the
                                                         Company
John C. Goff.........................   2002     45    Vice Chairman of the Board of Trust Managers of
                                                       the Company, Chief Executive Officer of the
                                                         Company and the General Partner, and Sole
                                                         Director of the General Partner
Anthony M. Frank.....................   2003     69    Trust Manager of the Company
Morton H. Meyerson...................   2001     62    Trust Manager of the Company
William F. Quinn.....................   2003     53    Trust Manager of the Company
Paul E. Rowsey, III..................   2002     46    Trust Manager of the Company
David M. Sherman.....................   2001     43    Trust Manager of the Company
Dennis H. Alberts....................    N/A     52    President and Chief Operating Officer of the
                                                         Company and the General Partner
David M. Dean........................    N/A     40    Executive Vice President, Law and
                                                       Administration, and Secretary of the Company
                                                         and the General Partner
Jane E. Mody.........................    N/A     49    Executive Vice President, Capital Markets
Kenneth S. Moczulski.................    N/A     48    President of Investments and Chief Investment
                                                       Officer
Jerry R. Crenshaw, Jr. ..............    N/A     37    Senior Vice President, Chief Financial and
                                                         Accounting Officer of the Company and Senior
                                                         Vice President and Chief Financial Officer of
                                                         the General Partner
Jane B. Page.........................    N/A     40    Senior Vice President, Asset Management and
                                                         Leasing, Houston Region of the General
                                                         Partner
John L. Zogg, Jr. ...................    N/A     37    Senior Vice President, Asset Management and
                                                         Leasing, Dallas Region, of the General
                                                         Partner
Christopher T. Porter................    N/A     35    Vice President and Treasurer of the Company and
                                                       the General Partner
</TABLE>

TRUST MANAGERS AND EXECUTIVE OFFICERS

     The Board of Trust Managers currently consists of seven members, divided
into three classes serving staggered three-year terms. The following is a
summary of the experience of the current and proposed trust managers and the
current executive officers.

     Richard E. Rainwater has been an independent investor since 1986. From 1970
to July 1986, he served as the chief investment advisor to the Bass family,
whose overall wealth increased dramatically during his tenure. During that time,
Mr. Rainwater was principally responsible for numerous major corporate and real
estate acquisitions and dispositions. Upon beginning his independent investment
activities, he founded ENSCO International Incorporated ("ENSCO"), an oil field
service and offshore drilling company, in December 1986. Additionally, in June
1988 he co-founded Columbia Hospital Corporation, and in March 1989 he
participated in a management-led buy out of HCA-Hospital Corporation of America.
In November 1992, Mr. Rainwater co-founded Mid Ocean Limited, a provider of
casualty re-insurance. In February 1994, he assisted in the merger of Columbia
Hospital Corporation and HCA-Hospital Corporation of America that created
Columbia/HCA Healthcare Corporation. Mr. Rainwater has also served as Chairman
of the Board of

                                        2
<PAGE>   3

Directors of Crescent Operating, Inc. ("COPI") since June 1997. Mr. Rainwater is
a graduate of the University of Texas at Austin and the Graduate School of
Business at Stanford University. Mr. Rainwater has served as the Chairman of the
Board of Trust Managers since the Company's inception in 1994.

     John C. Goff co-founded the Company with Mr. Richard Rainwater while
serving as principal of Rainwater, Inc. Mr. Goff served as Chief Executive
Officer and as a trust manager from the Company's inception in February 1994
through December 1996, when he became Vice Chairman. In June 1999, Mr. Goff
returned as Chief Executive Officer of the Company and remains as Vice Chairman.
Mr. Goff has served as Vice Chairman of the Board of Directors of COPI since its
inception in June 1997. He became the Chief Executive Officer of COPI as well in
June 1999. Goff has served as the managing Principal of Goff Moore Strategic
Partners, L.P., a private investment partnership since its formation in February
1998. From June 1987 to May 1994, Mr. Goff was vice president of Rainwater, Inc.
Prior to joining Rainwater Inc., Mr. Goff was employed by KPMG Peat Marwick,
with Mr. Rainwater as one of his principal clients. Mr. Goff also serves on the
boards of Gainsco, Inc., The Staubach Company, OpenConnect Systems, Inc., Texas
Capital Bancshares, Inc. and The National Association of Real Estate Investment
Trusts. Mr. Goff is a graduate of the University of Texas and is a Certified
Public Accountant.

     Anthony M. Frank currently serves as Chairman of Belvedere Capital
Partners, general partner of the California Community Financial Institutions
Fund LP. From March 1988 to March 1992, he served as Postmaster General of the
United States. From April 1992 until June 1993, he served as the founding
chairman of Independent Bancorp of Arizona. Mr. Frank has also served as a
Director of: Temple Inland, Inc., a manufacturer of paper and timber products,
since May 1992; Bedford Property Investors, Inc., an office and commercial
property real estate investment trust ("REIT") investing primarily on the West
Coast, since May 1992; Charles Schwab & Co., one of the nation's largest
discount brokerages, since July 1993; Cotelligent, Inc., a provider of temporary
office support services, since May 1995; and COPI since June 1997. Mr. Frank
received a Bachelor of Arts degree from Dartmouth College and a Master of
Business Administration degree from the Amos Tuck School of Business at
Dartmouth.

     Morton H. Meyerson currently serves as Chairman and Chief Executive Officer
of 2M Companies, Inc., a private investment firm founded by Mr. Meyerson in
March 1989. Prior to founding 2M Companies, Inc. he served as Chairman of the
Board and Chief Executive Officer of Perot Systems Corporation, a computer
services and information provider, from June 1992 until August 1996, Chairman
from September 1996 until August 1997, and Chairman and Chief Executive Officer
from September 1997 until he retired from Perot Systems in December 1997. Mr.
Meyerson has served as a Director of: Energy Service Company International,
Inc., an offshore drilling company, since September 1987; TeleTech Holdings,
Inc., a global provider of eCommerce-enabling customer management solutions for
large domestic and multinational companies, since March 1998. Mr. Meyerson holds
a Bachelor of Arts degrees in Economics and Philosophy from the University of
Texas at Austin.

     William F. Quinn has served as President of AMR Investment Services, Inc.,
the investment services affiliate of American Airlines, with responsibility for
the management of pension and short-term fixed income assets, since November
1986. Prior to being named to his current positions in 1986, Mr. Quinn held
several management positions with American Airlines and its subsidiaries. He has
served as Chairman of the Board of American Airlines Federal Credit Union since
November 1989; President and Trustee of the American AAdvantage Funds since July
1987; and has served on the advisory board for Southern Methodist University'
Endowment Fund since September 1996. Mr. Quinn holds a Bachelor of Science
degree in accounting from Fordham University and is a Certified Public
Accountant.

     Paul E. Rowsey, III has served as President of Eiger, Inc., a private real
estate investment management and investment firm, and the manager of Eiger Fund
I, L.P., a real estate equity investment fund, since their formation in January
1999. He was formerly president and a member of the Board of Directors of
Rosewood Property Company, a real estate investment company, a position he held
from February 1988 until December 1998. Mr. Rowsey has served as a member of the
Board of Directors of ENSCO International Incorporated, an offshore drilling
company, since January 2000 and of Crescent Operating, Inc., since June 1997.
Mr. Rowsey began his career in 1980 as an attorney specializing in commercial
real estate. Mr. Rowsey holds

                                        3
<PAGE>   4

a Bachelor of Arts degree from Duke University and a Juris Doctor degree from
Southern Methodist University School of Law.

     David M. Sherman serves as President of D. Sherman & Company, Inc., a firm
founded and wholly owned by Mr. Sherman which provides services to public real
estate companies. In addition, he is as an adjunct professor of real estate at
Columbia University Graduate School of Business Administration. Prior to being
named to his current positions in February 2000 and beginning in 1995, Mr.
Sherman was the Managing Director, Senior Analyst and Head of the REIT Equity
Research Team at Salomon Smith Barney, Inc. In addition, Mr. Sherman has served
on the Board of Trustees, as well as the audit committee, for Keystone Property
Trust, a fully integrated REIT and one of the largest owners and developers of
industrial properties in the Eastern United States since June 2000. He also has
served as a member of the advisory committee for the Primus Fund, a REIT fund
sponsored by Deutsche Bank Realty Advisors. Mr. Sherman holds a Bachelor of Arts
degree in Math/Economics from Brown University and a Master of Business
Administration degree in finance from Columbia University Graduate School of
Business Administration.

     Dennis H. Alberts, prior to joining the Company, served as President and
Chief Executive Officer of Pacific Retail Trust, a privately held retail
shopping center REIT, which he founded in December 1993. While at Pacific Retail
Trust, Mr. Alberts directed all aspects of the company, including acquisition,
development and operational activities from December 1993 until February 1999
when Pacific Retail Trust merged into Regency Realty, Inc., a publicly traded
real estate investment trust. From February 1999 to August 1999 Mr. Alberts
served as a consultant to Regency Realty, Inc. Prior to founding Pacific Retail
Trust, Mr. Alberts served as President and Chief Operating Officer of First
Union Real Estate Investments, a publicly held retail, multi-family and office
REIT from 1991 to December 1993. From 1987 to 1991, Mr. Alberts served as
President and Chief Executive Officer of Rosewood Property Company where he
focused on asset management and leasing of Rosewood's office portfolio. Before
joining Rosewood Property Company, he served as President and Managing Partner
of Trammell Crow Residential Companies of Dallas from 1984 to 1987. Mr. Alberts
holds a Bachelor of Science degree and Master of Business Administration degree
from the University of Missouri. Mr. Alberts joined the Company in April 2000 as
President and Chief Operating Officer.

     David M. Dean, prior to joining the Company, was an attorney for Burlington
Northern Railroad Company from 1992 to 1994, and he served as Assistant General
Counsel in 1994. At Burlington Northern, he was responsible for the majority of
that company's transactional and general corporate legal work. Mr. Dean was
previously engaged in the private practice of law from 1986 to 1990 with Kelly,
Hart & Hallman, and from 1990 to 1992 with Jackson & Walker, L.L.P., where he
worked primarily on acquisition, financing and venture capital transactions for
Mr. Rainwater and related investor groups. Mr. Dean graduated with honors from
Texas A&M University with Bachelor of Arts degrees in English and philosophy in
1983. He also holds a Juris Doctor degree and a Master of Laws degree in
taxation from Southern Methodist University School of Law. Mr. Dean served as
Senior Vice President, Law, and Secretary from the time he joined the Company in
August 1994 to September 1999 when he became Senior Vice President, Law and
Administration and Secretary, a position which he held until January 2001. Since
January 2001, Mr. Dean has served as Executive Vice President, Law and
Administration and Secretary.

     Jane E. Mody, prior to joining the Company, served as Vice President of
Goldman, Sachs & Co. from February 2000 to February 2001. While at Goldman,
Sachs & Co., Ms. Mody worked with the real estate merchant banking division and
was responsible for fund reporting for nine real estate opportunity funds. She
served as Managing Director and Chief Financial Officer of Pacific Retail Trust,
a private real estate investment trust, which she co-founded from December 1993
until February 1999 when Pacific Retail Trust merged into Regency Realty, Inc.,
a publicly traded real estate investment trust. From February 1999 to August
1999 Ms. Mody served as a consultant to Regency Realty, Inc. Prior to
co-founding Pacific Retail Trust, Ms. Mody served as Executive Vice President of
Rosewood Property Company, a real estate investment company, from April 1988 to
December 1993. Ms. Mody graduated from Austin College with a Bachelor of Arts
degree and holds a Masters of Business Administration degree in International
Business from the University of Dallas. Ms. Mody has served as Executive Vice
President, Capital Markets of the Company and the General Partner since February
2001.
                                        4
<PAGE>   5

     Kenneth S. Moczulski, prior to joining the Company, served as President of
Transworld Properties, Inc., a subsidiary of a privately held international oil
company, which he founded in January 1992. While at Transworld Properties, Inc.,
Mr. Moczulski was responsible for the formation and implementation of real
estate investment strategy, as well as management of on-going real estate
development, asset management, and dispositions. Prior to founding Transworld
Properties, Inc., Mr. Moczulski served as Vice President of Jaymont Properties
in New York from April 1987 to December 1991, where he was responsible, on a
national basis, for all acquisition and disposition activities. From February to
March 1979 to 1987, Mr. Moczulski served as Development Manager for a number of
commercial developments for Gerald D. Hines Interests. Mr. Moczulski holds a
Bachelor of Science degree in Civil Engineering from the University of
Cincinnati and a Master of Business Administration degree from Harvard Graduate
School of Business. Mr. Moczulski has served as President of Investments and
Chief Investment Officer since November 2000.

     Jerry R. Crenshaw, Jr., prior to joining the Company, was the Controller of
Carrington Laboratories, Inc., a pharmaceutical and medical device company, from
1991 until February 1994. From 1986 until 1991, Mr. Crenshaw was an audit senior
in the real estate services group of Arthur Andersen LLP. Mr. Crenshaw holds a
Bachelor of Business Administration degree in accounting from Baylor University
and is a Certified Public Accountant. Mr. Crenshaw served as Controller from the
Company's inception in 1994 to March 1997 when he became Vice President and
served as Vice President, Controller until December 1998 and Vice President,
Finance until September 1999. In addition, Mr. Crenshaw served as Interim
Co-Chief Financial Officer from August 1998 until April 1999. Since September
1999, Mr. Crenshaw has served as Senior Vice President and Chief Financial
Officer.

     Jane B. Page, prior to joining the Company, was employed by Metropolitan
Life Real Estate Investments from July 1984 to January 1998, holding positions
of director of corporate property management and regional asset manager of
Metropolitan's institutional portfolio in Houston, Austin and New Orleans. Ms.
Page's 14-year tenure at MetLife also included membership on Metropolitan's
Investment Committee, which reviewed and approved all significant transactions
on a national basis. Ms. Page serves on the Boards of the Greater Houston
Partnership, Central Houston, Inc. and the Downtown Houston Management District.
Ms. Page graduated with a Bachelor of Arts degree from Point Loma College in San
Diego and with a Master of Business Administration degree from the University of
San Francisco. She also holds Certified Commercial Investments Manager and
Certified Property Manager designations. Ms. Page served as Director of Asset
Management, Houston Region from the time she joined the Company in January 1998
to December 1998, when she became Vice President, Houston Region Asset
Management and served in that capacity until September 1999 when she became Vice
President, Asset Management, Houston Region. Since May 2000, Ms. Page has served
as Senior Vice President, Asset Management and Leasing, Houston Region.

     John L. Zogg, Jr.  served as Vice President of the commercial real estate
group of Rosewood Property Company, responsible for marketing and leasing office
space in the Dallas and Denver areas, from January 1989 to May 1994. For three
years prior to joining Rosewood Property Company, Mr. Zogg worked as Marketing
Manager of Gerald D. Hines Interests, responsible for office leasing in the
Dallas metropolitan area from June 1985 to January 1988. He graduated from the
University of Texas at Austin with a Bachelor of Arts degree in economics and
holds a Master of Business Administration degree from the University of Dallas.
Mr. Zogg joined the Company as a Vice President in May 1994 and served as Vice
President, Leasing and Marketing, from June 1997 to September 1999 when he
became Vice President, Leasing/Marketing, Southwest Region. Since May 2000, Mr.
Zogg has served as Senior Vice President, Asset Management and Leasing, Dallas
Region.

     Christopher T. Porter, prior to joining the Company, held the office of
Senior Vice President, Investor Relations, for Associates First Capital
Corporation, a leading financial services firm, from January 1999 through
October 1999. Prior to 1999, Mr. Porter served as Vice President and Assistant
Treasurer in banking relations and cash management at Associates First Capital
Corporation from November 1991 through January 1998. Mr. Porter received a
Bachelor of Science degree in economics from the University of Texas at Austin
and a Master of Business Administration degree in finance from the University of
North Texas and is a certified cash manager. Mr. Porter has served as Vice
President and Treasurer since December 1999.

                                        5
<PAGE>   6

            SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Exchange Act requires the Company's officers, trust
managers and persons who own more than 10% of the Common Shares or the Company's
preferred shares of beneficial interest, par value $.01 per share, to file
reports of ownership on Form 3 and changes in ownership on Forms 4 and 5 with
the Commission and the New York Stock Exchange. The Commission rules also
require such officers, trust managers and 10% holders to furnish the Company
with copies of all Section 16(a) forms that they file.

     Based solely on its review of copies of such reports received or written
representations from certain reporting persons, the Company believes that all
Section 16(a) filing requirements applicable to its officers, trust managers and
10% shareholders were complied with for the fiscal year ended December 31, 2000,
except that (i) Michael S. Lewis filed an amended Initial Statement of
Beneficial Ownership of Securities on Form 3 ("Form 3") reporting ownership of
Common Shares that was omitted from his Form 3 that was timely filed; (ii) Mr.
Dean failed to file on a timely basis one Statement of Changes in Beneficial
Ownership on Form 4 ("Form 4") reporting one transaction, (iii) Theresa E.
Black, failed to report on a timely basis one transaction on her Annual
Statement of Beneficial Ownership of Securities on Form 5 ("Form 5") for the
year ended December 31, 1999, that was timely filed; (iv) John L. Zogg, Jr.
failed to report on a timely basis one transaction on his Form 5 for the year
ended December 31, 1998, that was timely filed; and (v) Jason E. Anderson, Mr.
Crenshaw, Mr. Friedman, Alan C. Hopkins, Mr. Moczulski, Ms. Page, Daniel E.
Smith and Brent R. Somers each failed to file on a timely basis a Form 5
reporting one transaction and Howard L. Lovett failed to file on a timely basis
a Form 5 reporting two transactions.

                                        6
<PAGE>   7

ITEM 11. EXECUTIVE COMPENSATION

     The following table sets forth the annual and long-term compensation paid
or awarded for the years ended December 31, 2000, 1999 and 1998, to the
Company's current Chief Executive Officer and to the four most highly
compensated executive officers of the Company and the General Partner. As a
result of the Company's umbrella partnership REIT structure, the General
Partner, rather than the Company, compensates all employees. The Company did not
grant any stock appreciation rights ("SARs") during this period.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                 LONG-TERM COMPENSATION AWARDS
                                                                               ----------------------------------
                                              ANNUAL COMPENSATION              RESTRICTED
                                   -----------------------------------------     STOCK      SECURITIES    PAYOUTS    ALL OTHER
NAME AND                                                      OTHER ANNUAL       AWARDS     UNDERLYING     LTIP     COMPENSATION
PRINCIPAL POSITION          YEAR   SALARY ($)   BONUS ($)   COMPENSATION ($)      ($)       OPTIONS (#)   PAYOUTS     ($) (1)
------------------          ----   ----------   ---------   ----------------   ----------   -----------   -------   ------------
<S>                         <C>    <C>          <C>         <C>                <C>          <C>           <C>       <C>
John C. Goff..............  2000    684,615     2,000,000       826,700(3)         --              --       --         5,250
  Chief Executive Officer   1999    355,814(2)    200,000            --            --         600,000(4)    --           919
                            1998     99,452            --            --            --              --       --            --
Dennis H. Alberts.........  2000    235,577       525,000       550,000(3)         --         300,000       --
  President and Chief       1999         --            --            --            --              --       --            --
  Operating Officer         1998         --            --            --            --              --       --            --
David M. Dean.............  2000    250,000       275,000       276,700(3)         --              --       --         6,133
  Executive Vice
    President,              1999    204,339       165,000(6)          --           --         240,000       --         3,414
  Law and Administration,   1998    182,067        80,000            --            --          79,500       --         1,211
  and Secretary
Alan D. Friedman(5).......  2000    300,000       360,000       386,700(3)         --              --       --            --
  President, Development    1999    261,375       195,000(6)          --           --         350,000       --            --
                            1998    108,329       417,000            --            --         250,000       --            --
Jerry R. Crenshaw, Jr. ...  2000    250,000       250,000       276,700(3)         --              --       --         5,993
  Senior Vice President,    1999    197,433       165,000(6)          --           --         275,000       --         2,031
  Chief Financial and       1998    117,895        68,250            --            --         125,000       --           957
  Accounting Officer
</TABLE>

---------------

(1) All amounts in this column represent matching contributions that the General
    Partner made to the individual's Crescent Real Estate Equities, Ltd. 401(k)
    Plan account.

(2) Amount includes a portion of salary which was paid in January 2000 but
    earned in 1999 and such portion was inadvertently omitted in the Company's
    Proxy Statement for its 2000 annual meeting of shareholders.

(3) This amount includes a non-cash distribution for dividend incentive units
    ("DIU") into separate interest bearing accounts maintained by the Company
    for each of Messrs. Goff, Alberts, Dean, Crenshaw and Friedman at December
    31, 2001 ($825,000, $550,000, $275,000, $275,000 and $385,000,
    respectively). The amount of the distribution to any account is based on the
    number of dividend incentive units held by the participant, the amount of
    dividends paid by the Company (with each dividend incentive unit entitled to
    an amount equal to the dividend per Common Share) and the performance
    multiples associated with the performance targets that are achieved or
    surpassed. The amount also includes interest on the amount held in an
    account at a rate selected by the Executive Compensation Committee. The
    amounts will be paid to the participant on or about the fifth anniversary of
    the date the DIUs were granted. See "-- Report of the Executive Compensation
    Committee" for a definition of DIUs.

(4) Amount includes 200,000 Common Shares which represents the number of Common
    Shares that may be issued following (i) exercise of Unit Options for Units
    on a one-for-one basis, and (ii) exchange of Units for Common Shares on the
    basis of two Common Shares for each Unit.

(5) On March 30, 2001, Mr. Friedman resigned as an officer of the Company.

(6) The bonus amounts for each of Messrs. Friedman, Dean and Crenshaw include an
    amount for restricted stock acquired by the General Partner as part of the
    Company's on-going share repurchase program and granted to each of such
    officers during the second quarter of 2000 ($55,000, $45,000 and $45,000,
    respectively).
                                        7
<PAGE>   8

     The following table provides certain information regarding Options granted
to the named executive officers for the year ended December 31, 2000. The
Company did not grant any SARs during this period.

               OPTION GRANTS FOR THE YEAR ENDED DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                                                                             POTENTIAL
                                                                                         REALIZABLE VALUE
                                                                                            AT ASSUMED
                                                  INDIVIDUAL GRANTS                       ANNUAL RATES OF
                               -------------------------------------------------------      STOCK PRICE
                                              % OF TOTAL                                 APPRECIATION FOR
                               SECURITIES      OPTIONS                                        OPTION
                               UNDERLYING     GRANTED TO     EXERCISE OR                    TERMS($)(1)
                                 OPTIONS     EMPLOYEES IN    BASE PRICE     EXPIRATION   -----------------
NAME                           GRANTED(#)    FISCAL YEAR       ($/SH.)         DATE        5%        10%
----                           -----------   ------------   -------------   ----------   -------   -------
                                                                                          (IN THOUSANDS)
<S>                            <C>           <C>            <C>             <C>          <C>       <C>
John C. Goff.................         --           --               --              --       --        --
Dennis H. Alberts............    300,000(2)     25.44          18.0625      April 2010    3,407     8,636
David M. Dean................         --           --               --              --       --        --
Alan D. Friedman.............         --           --               --              --       --        --
Jerry R. Crenshaw, Jr. ......         --           --               --              --       --        --
</TABLE>

---------------

(1) Potential Realizable Value is the value of the granted Options, based on the
    assumed annual growth rates of the share price shown during their 10-year
    Option term. For example, a 5% growth rate, compounded annually, for Mr.
    Albert's grant results in a share price of $29.42 per share, and a 10%
    growth rate, compounded annually, results in a share price of $46.85 per
    share. These potential realizable values are listed to comply with the
    regulations of the Commission, and the Company cannot predict whether these
    values will be achieved. Actual gains, if any, on Option exercises are
    dependent on the future performance of the Common Shares.

(2) Amount vests in equal one-fifth installments on April 17, 2001, 2002, 2003,
    2004 and 2005.

     The following table provides information about Options that the named
executive officers exercised during the year ended December 31, 2000 and Options
that each of them held at December 31, 2000. The Company did not grant any SARs
during this period.

                    AGGREGATED OPTION EXERCISES DURING 2000
                     AND OPTION VALUES AT DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                                        SECURITIES UNDERLYING         VALUE OF UNEXERCISED
                                                       UNEXERCISED OPTIONS AT        IN-THE-MONEY OPTIONS AT
                           SHARES                        FISCAL YEAR END(#)           FISCAL YEAR END($)(1)
                         ACQUIRED ON      VALUE      ---------------------------   ---------------------------
NAME                     EXERCISE(#)   REALIZED($)   EXERCISABLE   UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
----                     -----------   -----------   -----------   -------------   -----------   -------------
                                                                                         (IN THOUSANDS)
<S>                      <C>           <C>           <C>           <C>             <C>           <C>
John C. Goff...........        --            --        214,286(2)    1,242,858(3)     1,004          6,876
Dennis H. Alberts......        --            --             --         300,000           --          1,256
David M. Dean..........     6,800         4,325        103,900         257,850          320          1,278
Alan D. Friedman.......        --            --        195,000         405,000          451          1,803
Jerry R. Crenshaw,
  Jr. .................        --            --        135,600         318,800          387          1,440
</TABLE>

---------------

(1) Market value of securities underlying in-the-money Options is based on the
    closing price of the Common Shares on December 29, 2000 (the last trading
    day of the fiscal year) on the New York Stock Exchange of $22.25, minus the
    exercise price.

(2) The number of securities underlying exercisable but unexercised Options
    represents 214,286 Common Shares that may be issued following (i) vesting of
    Unit Options, (ii) exercise of Units Options for Units on a one-for-one
    basis, and (iii) exchange of Units for Common Shares on the basis of two
    Common Shares for each Unit or, in the discretion of the Company, cash.

                                        8
<PAGE>   9

(3) The number of securities underlying unexercisable and unexercised options
    includes 642,858 Common Shares that may be issued following (i) vesting of
    Unit Options, (ii) exercise of Units Options for Units on a one-for-one
    basis, and (iii) exchange of Units for Common Shares on the basis of two
    Common Shares for each Unit (assuming the Company elects to issue Common
    Shares rather than pay cash upon such exchange).

EMPLOYMENT AGREEMENTS

     As part of the transactions in connection with formation of the Company,
the Operating Partnership assumed an Employment Agreement between Rainwater,
Inc. and John C. Goff. The Operating Partnership takes action through the
General Partner; Mr. Goff serves as the sole member of the board of directors of
the General Partner. As of January 1, 2000, Mr. Goff served as Vice Chairman of
the Board of Trust Managers, President and Chief Executive Officer of the
Company and the General Partner and was entitled to an annual salary of
$650,000. Effective January 1, 2000, the Operating Partnership increased the
salary for Mr. Goff to $750,000 per annum. The term of the Employment Agreement
with Mr. Goff expired on April 14, 2001, but was automatically renewed for a
one-year term. Such automatic renewal will occur each year unless terminated by
the Operating Partnership or Mr. Goff.

     On December 14, 1998, the General Partner entered into an Employment
Agreement with Jerry R. Crenshaw. The Employment Agreement for Mr. Crenshaw
initially provided for Mr. Crenshaw to receive annual compensation of $180,000
per annum. On September 28, 1999, the Operating Partnership increased the salary
for Mr. Crenshaw to $250,000 per annum and then on January 1, 2001, the
Operating Partnership increased Mr. Crenshaw's salary to $262,500 per annum.
Pursuant to the Employment Agreement, Mr. Crenshaw also was granted an option to
purchase 125,000 Common Shares at exercise prices of between $22.00 and $28.00
per share. The options vest 20% per year. The Employment Agreement also provides
that such options, together with the other options held by Mr. Crenshaw on the
effective date of the Employment Agreement, will vest immediately if, among
other things, Mr. Crenshaw's employment is terminated other than for cause. The
term of the Employment Agreement with Mr. Crenshaw expires on April 30, 2002,
subject to automatic renewal for an additional one-year term unless terminated
by the Operating Partnership or Mr. Crenshaw.

     The salaries under the Employment Agreements, which are not subject to a
cap, may be increased at the discretion of the Operating Partnership, although
at its request, the Executive Compensation Committee of the Company has reviewed
and ratified all such increases in salaries. The Operating Partnership similarly
determines bonuses under the Employment Agreements, although at its request, the
Executive Compensation Committee has reviewed and ratified all such bonuses.

AGREEMENTS NOT TO COMPETE

     The Company and the Operating Partnership are dependent on the services of
Richard E. Rainwater and John C. Goff. Mr. Rainwater serves as Chairman of the
Board of Trust Managers but has no employment agreement with the Company and,
therefore, is not obligated to remain with the Company for any specified term.
In connection with the initial public offering of the Company's Common Shares in
May 1994, each of Messrs. Rainwater and Goff entered into a Noncompetition
Agreement with the Company that restricts him from engaging in certain real
estate-related activities during specified periods of time.

     The restrictions that Mr. Rainwater's Noncompetition Agreement imposes will
terminate one year after the later to occur of (i) the date on which Mr.
Rainwater ceases to serve as a trust manager of the Company, and (ii) the date
on which Mr. Rainwater's beneficial ownership of the Company (including Common
Shares and Units) first represents less than a 2.5% ownership interest in the
Company. The restrictions that Mr. Goff's Noncompetition Agreement imposes will
terminate one year after Mr. Goff first ceases to be a trust manager or an
executive officer of the Company. The Noncompetition Agreements do not, among
other things, prohibit Messrs. Rainwater and Goff from engaging in certain
activities in which they were engaged at the time of formation of the Company in
1994 or from making certain passive real estate investments.

                                        9
<PAGE>   10

TRUST MANAGER COMPENSATION

     During 2000, each trust manager who is not also an officer of the Company
received an annual fee of $30,000 (payable in cash or, at the election of the
trust manager, in Common Shares in an amount determined by dividing the fees
otherwise payable by 90% of the fair market value of the Common Shares), a
meeting fee of $1,000 for each Board of Trust Managers and committee meeting
attended in person, a fee of $1,000 for participation in each telephonic meeting
of the Board of Trust Managers and a fee of $500 for participation in each
telephonic committee meeting. Trust managers who are also officers receive no
separate compensation for their service as trust managers.

COMMITTEES OF THE BOARD OF TRUST MANAGERS

     Audit Committee.  The Audit Committee consists of Anthony M. Frank,
Chairman, and William F. Quinn and Paul E. Rowsey, III. The Audit Committee,
which held five meetings in 2000, makes recommendations concerning the
engagement of independent public accountants, reviews with the independent
public accountants the plans and results of the audit engagement, approves
professional services that the independent public accountants provide, reviews
the independence of the public accountants, considers the range of audit and
non-audit fees and reviews the adequacy of the Company's internal accounting
controls. On June 12, 2000, the Board of Trust Managers approved amendments to
the previously adopted Audit Committee Charter (the "Amended Charter"). The
amendments set forth the duties and responsibilities of the Audit Committee and
comply with the requirements of the New York Stock Exchange. The Board of Trust
Managers has determined that all current members of the Audit Committee are
"independent" as that term is defined in Section 303.01(B)(2)(a) and (3) of the
New York Stock Exchange's listing standards.

     Executive Compensation Committee.  The Executive Compensation Committee
consists of Morton H. Meyerson, Chairman, and Paul E. Rowsey, III. The Executive
Compensation Committee, which held one meeting in 2000, determines compensation
for the Company's executive officers and administers the stock incentive and
other compensation plans that the Company adopts. The Executive Compensation
Committee also nominates persons to serve as members of the Board of Trust
Managers. The Executive Compensation Committee will consider nominees that
management, shareholders and others recommend, and these recommendations may be
delivered in writing to the attention of the Executive Compensation Committee in
care of the Company Secretary at the Company's principal executive offices. See
"Shareholder Proposals for the Company's 2002 Annual Meeting of Shareholders"
below for a description of the procedures by which shareholders may nominate
candidates for trust manager.

     Intercompany Evaluation Committee.  The Intercompany Evaluation Committee
consists of William F. Quinn and David M. Sherman. The Board of Trust Managers
appointed the Intercompany Evaluation Committee to review, confirm and ratify,
in the Company's capacity as sole stockholder of the General Partner, all
determinations and acts of the Operating Partnership and the General Partner
relating to the Intercompany Agreement between the Operating Partnership and
COPI, dated June 3, 1997 (the "Intercompany Agreement"), and any other
transactions with COPI or its affiliates that the General Partner may present to
the committee from time to time. The Intercompany Evaluation Committee did not
hold any meetings in 2000. From January 1, 2000 through December 4, 2000, the
Intercompany Evaluation Committee consisted of Morton H. Meyerson and William F.
Quinn. On December 4, 2000, the Board of Trust Managers determined that Morton
H. Meyerson, who, at the time of appointment as a member of the Intercompany
Evaluation Committee, was not an officer or director of COPI and did not hold
direct or indirect ownership interest in COPI in excess of 1% of the common
stock of COPI, currently held a direct or indirect interest in COPI causing him
to become a disqualified committee member. Therefore, on December 4, 2000, the
Board of Trust Managers removed Mr. Meyerson as a member of the Intercompany
Evaluation Committee and designated David M. Sherman as a new Intercompany
Evaluation Committee member.

     During the last fiscal year, the Board of Trust Managers held five
meetings, and no trust manager attended fewer than 75% of the aggregate of all
meetings of the Board of Trust Managers and the committees, if any, upon which
such trust manager served and which were held during the period of time that
such person served on the Board of Trust Managers or such committee.

                                        10
<PAGE>   11

     Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Exchange
Act that might incorporate future filings, including this Proxy Statement, in
whole or in part, the Report of the Executive Compensation Committee and the
Performance Graph, each of which appears below, shall not be deemed to be
"soliciting material" or to be "filed" with the Commission, nor shall such
information be incorporated by reference into any previous or future filings
under the Securities Act of 1933 or the Exchange Act, except to the extent that
the Company incorporates it by specific reference into any such filings.

                 REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE

     The Executive Compensation Committee is composed of Messrs. Meyerson and
Rowsey. A majority of the full Board of Trust Managers select members of the
Executive Compensation Committee.

     Compensation Philosophy and Objectives.  The Executive Compensation
Committee determines the compensation for the Company's executive officers and
administers the stock incentive and other compensation plans that the Company
adopts. In addition, the Executive Compensation Committee, acting for the
Company in its capacity as the sole stockholder of the General Partner, reviews
and ratifies, where appropriate, decisions of the sole director of the General
Partner with respect to the compensation of the executive officers of the
General Partner. For purposes of the following discussion, the term "Company"
includes, unless the context otherwise requires, the Operating Partnership and
the other subsidiaries of the Company and the Operating Partnership, in addition
to the Company.

     The philosophy of the Company's compensation program is to employ, retain
and reward executives capable of leading the Company in achieving its business
objectives. These objectives include enhancing shareholder value, maximizing
financial performance, preserving a strong financial posture, increasing the
Company's assets and positioning its assets and business in geographic markets
offering long-term growth opportunities. The accomplishment of these objectives
is measured against the conditions characterizing the industry within which the
Company and the Operating Partnership operate. In implementing the Company's
compensation program, it generally is the policy of the Executive Compensation
Committee to seek to qualify executive compensation for deductibility by the
Company for purposes of Section 162(m) of the Code to the extent that such
policy is consistent with the Company's overall objectives and executive
compensation policy.

     Recommendations of Compensation Consultant.  In the third quarter of 1999,
FPL Associates was hired to perform an analysis of compensation of the executive
officers of the Company. In consultation with the Executive Compensation
Committee, it was determined that, based on the report of FPL dated October 25,
1999 (the "FPL Report"), the General Partner should increase the base salaries
of its officers in order to place them between the median and 75th percentile of
current competitive practices for a peer group of real estate companies and the
Operating Partnership should adopt an Annual Incentive Plan ("Bonus Plan") and a
Dividend Incentive Unit Plan ("DIU Plan") to provide appropriate incentives and
rewards for services rendered by executive officers and other key employees to
the Company and the Operating Partnership. Upon receiving the report, because
Mr. Goff, the sole director of the General Partner, would be a potential
recipient of compensation under the Bonus Plan and DIU Plan, the General Partner
sought review, confirmation and ratification by the Executive Compensation
Committee and the Board of Trust Managers of the Company of the determination
with respect to adoption of the Bonus Plan and DIU Plan and of the terms and
conditions of such plans. On March 5 and 6, 2000, the Executive Compensation
Committee and the Board of Trust Managers of the Company reviewed, confirmed and
ratified the adoption of the Bonus Plan and DIU Plan, and the terms and
conditions of such plans. The Bonus Plan and the DIU Plan were used by the
Compensation Committee of the General Partner in determining executive
compensation for 2000 and will be used in determining future executive
compensation. The Compensation Committee of the General Partner (the
"Committee") is also composed of Messrs. Meyerson and Rowsey and is appointed by
the Board of Directors of the General Partner.

     Before the beginning of each year, the Committee will (i) designate the
positions covered by the Bonus Plan, (ii) the minimum, and maximum annual
incentive opportunity or bonus (expressed as a percentage of base salary) that
the individual holding each position is eligible to earn for that year, and
(iii) the performance
                                        11
<PAGE>   12

(expressed in any way the Committee decides, e.g., as a number from 0-100)
necessary to earn each level of bonus. Before the beginning of each year, the
Committee also will determine (i) the aspects or "dimensions" of performance to
be taken into account in calculating each participant's performance, and (ii)
the relative weights to give to performance within each dimension. Performance
dimensions generally will include (a) one or more measures of overall company
performance, (b) one or more measures of function or unit performance, and (c)
one or more measures of individual performance. Before the beginning of each
year, the Committee also will decide on the best way to measure performance
within each dimension. Performance measures for function or unit performance may
include any measurable criteria that (i) are related to the Company's business
objectives and (ii) reflect outcomes or results that the participant can
directly influence. Performance measures for individual performance may include
any other criteria relevant to the participant's performance in furthering the
Company's business objectives as the Committee in consultation with the
participant's supervisor might consider appropriate. As soon as possible after
the end of each year, the Committee will determine each participant's
performance within each performance dimension and use it to determine the
participant's annual incentive opportunity or bonus for his or her position.
Incentive awards will be distributed within 120 days after the close of the year
in one lump sum. If a participant leaves employment for any reason other than
death, disability or retirement before the end of a year, the participant will
not receive any award under the Bonus Plan for that year. If the participant
leaves employment before the end of a year because of death, disability or
retirement, the Committee may grant the participant a pro rata portion of the
award that the participant would have earned for the year. If an employee
becomes a participant during a year, any award under the Bonus Plan to the
employee will be appropriately prorated from the time that the employee entered
the Bonus Plan to the end of the year.

     Before the beginning of each year, the Committee will designate the
employees to whom dividend incentive units will be granted for the year, and the
number of the dividend incentive units that each participant will be granted.
Each Participant will have an account, consisting of an entry on the books of
the Company, to which their benefits will be credited under the DIU Plan. Before
the beginning of each year, the Committee will adopt one or more objective
performance targets for the Company for the year and a performance multiple
(expressed as a percentage of the annual dividend for the Company) for each
target. As soon as possible after the end of the year, the Committee will
determine the degree to which the targets were achieved or surpassed. The
Committee then will credit to the account of each participant who is employed by
the Company on the last day of the year an amount equal to (i) the amount of
dividends that the participant would have received during the year if the
participant had held one share of stock in the Company for each dividend
incentive unit held in the account, (ii) multiplied by the number of dividend
incentive units that the participant held throughout the year, and (iii) further
multiplied by the performance multiple. At least quarterly, each participant's
account will be credited with interest at a rate selected by the Committee (or,
if the Committee does not select a rate of interest, Moody's average corporate
bond yield). If a participant leaves employment before the end of a year because
of death, disability or retirement, the Committee may grant the participant a
pro rata portion of the award that the participant would have earned for the
year. If an employee becomes a participant during a year, any award under the
DIU Plan to the employee will be appropriately prorated from the time that the
employee entered the DIU Plan to the end of the year. If a participant leaves
employment less than four years after the year for which a dividend incentive
unit was granted for any reason other than death, disability or retirement, the
participant will forfeit the entire amount in his or her account that is
attributable to that unit. If a participant is still employed on the last day of
the fourth year after the year for which a dividend incentive unit was granted,
the entire amount in his or her account that is attributable to that unit will
be distributed to him or her as soon as possible in one lump sum.

     Executive Officer Compensation.  In addition to their regular salary, the
executive officers of the Company may be compensated in the form of (i) cash
bonus awards, which may or may not be issued under the Bonus Plan, (ii)
restricted stock grants, either under the Current Plan or as a result of open
market purchases by the General Partner, (iii) Options under the Current Plan
or, if approved by shareholders, the Proposed Plan, (iv) dividend incentive
units under the DIU Plan, and (v) if approved by shareholders, the ESPP.
Executive officers of the General Partner are eligible to participate, on the
same basis as other employees, in the employer matching provision of the profit
sharing plan that the General Partner established, whereby employees may save
for their future retirement on a tax-deferred basis through the Section 401(k)
                                        12
<PAGE>   13

savings feature of the plan, with the General Partner contributing an additional
percentage of the amount each employee saves. Such executive officers are also
eligible to participate in the other employee benefit and welfare plans that the
General Partner maintains on the same terms as non-executive personnel who meet
applicable eligibility criteria, subject to any legal limitations on the amounts
that may be contributed or the benefits that may be payable under such plans.

     The recommendations of FPL in the FPL Report and the performance of the
Company and the Operating Partnership in light of conditions characterizing the
REIT industry generally were both key considerations in the deliberations of the
Committee regarding executive compensation for 2000. The Committee recognizes
that share price is one measure of performance, but also that other factors,
including industry business conditions and the Company's success in achieving
short-term and long-term goals and objectives, must be evaluated in arriving at
a meaningful analysis of performance. Accordingly, the Committee also gave
consideration to the Company's achievement of specified business objectives when
reviewing 2000 executive officer compensation. An additional objective of the
Committee has been to reward executive officers with equity compensation in
addition to salary, in keeping with the Company's overall compensation
philosophy of placing equity in the hands of its executive officers in an effort
to further instill shareholder considerations and values in the actions of
management.

     Base Salary.  The 2000 base annual salary of Mr. Goff was based upon his
employment agreement with the Operating Partnership. As of January 1, 2000, Mr.
Goff served as Vice Chairman of the Board of Trust Managers, President and Chief
Executive Officer of the Company and the General Partner and was entitled to an
annual salary of $650,000. On April 10, 2001, the Committee authorized an
increase in salary for Mr. Goff to $750,000 per annum to be effective January 1,
2001. The term of the Employment Agreement with Mr. Goff expired on April 14,
2001, but was automatically renewed for a one-year term. Such automatic renewal
will occur each year unless terminated by the Operating Partnership or Mr. Goff.

     The 2000 base annual salary of Mr. Crenshaw was based upon his employment
agreement with the General Partner. As of January 1, 2000, Mr. Crenshaw served
as Senior Vice President, Chief Financial and Accounting Officer of the Company
and Senior Vice President and Chief Financial Officer of the General Partner and
was entitled to an annual salary of $250,000. On January 1, 2001, the Operating
Partnership increased Mr. Crenshaw's salary to $262,500 per annum. The term of
the Employment Agreement with Mr. Crenshaw expires on April 30, 2002, subject to
automatic renewal for an additional one-year term unless terminated by the
Company or Mr. Crenshaw.

     The employment agreements for Mr. Goff and Mr. Crenshaw also provide for
bonuses to be determined by the Board of the General Partner.

     The 2000 compensation paid to the other executive officers of the General
Partner and the Company was based upon a salary structure administered for
consistency for each position relative to its authority and responsibility and
in comparison to industry peers.

     Annual Incentive.  The General Partner paid cash bonuses to its executive
officers and other key personnel in recognition of the Company's and Operating
Partnership's strong performance within the industry and long-term return to
shareholders, as well as the substantial personal contributions of the executive
officers and other key personnel to the Company's and the Operating
Partnership's strategies. For a discussion of the bonus paid to Mr. Goff, see
"Compensation of the Chief Executive Officer" below. Bonuses aggregating
$1,435,000 were paid to other executive officers.

     Long-Term Incentive.  Options were used in 2000 to incentivize certain new
executive officers and other key personnel and to retain them through the
potential of capital gains and equity buildup in the Company. The Executive
Compensation Committee determined the number of Options granted based upon its
evaluation of performance criteria mentioned above, along with the Executive
Compensation Committee's subjective evaluation of each executive's ability to
influence the Company's long-term growth and profitability. All Options were
issued at a price not less than the market price of the Common Shares on the
date of grant. During 2000, the Executive Compensation Committee granted Options
to purchase 650,000 Common Shares to two persons who joined the Company to serve
as executive officers of the Company, the General Partner, or

                                        13
<PAGE>   14

both. The Executive Compensation Committee did not make any significant grant of
options to existing executive officers during 2000 in light of the magnitude of
the 1999 grants recommended in the FPL Report. The Executive Compensation
Committee also anticipates that the officers other than the Chief Executive
Officer receiving Option grants with respect to 1999 performance will not be
granted any further Options with respect to performance in 2001. Because the
value of the Options should, over time, bear a direct relationship to the
Company's share price, the Executive Compensation Committee believes the award
of Options represents an effective incentive to create value for the
shareholders.

     Compensation of the Chief Executive Officer.  During 2000, Mr. Goff was
entitled to annual compensation of $650,000 pursuant to his employment
agreement, as discussed under "Base Salaries."

     On April 10, 2001, the Executive Compensation Committee approved and
ratified the authorization by the General Partner of a cash bonus in the amount
of $2,000,000 to Mr. Goff. In taking such action, the Executive Compensation
Committee gave substantial weight to the critical contributions that Mr. Goff
had made to the Company's performance and operations, to his re-evaluation,
development and implementation of the Company's new strategic plan and to his
efforts in re-focusing the direction and positioning of the Company in light of
changing market conditions. The Executive Compensation Committee also took into
consideration that Mr. Goff has led the management team in the accomplishment of
significant goals for the Company by (i) restructuring the balance sheet and
arranging new financing facilities which created the liquidity to execute the
stock repurchase plan, (ii) hiring and empowering a new and improved executive
management team, and (iii) re-establishing the Company's credibility in the
financial markets and in the public market. The Committee also considered that
Mr. Goff had (i) created a rational corporate culture, (ii) conducted an
independent attitudinal study and implemented a mechanism to measure and respond
to employees, (iii) developed a comprehensive, goal-based, objective
compensation plan for the Company's key employees, and (iv) overseen and has
continued to oversee the increase in the Company's stock price from a low in the
$15 range to a high in the $22 range and the achievement of an overall return to
shareholders that significantly outpaced the market in general, as well as the
NAREIT All Equity index. Finally, the Executive Compensation Committee
recognized that Mr. Goff returned to the Company in June 1999 without complaint
and immediately addressed the Company's issues at hand. The Committee further
recognized that Mr. Goff did not receive a significant bonus for 1999, in part
because he had only been in the CEO position for six months, but also because
the results were in question at that point in time.

                                        EXECUTIVE COMPENSATION COMMITTEE

                                        Morton H. Meyerson
                                        Paul E. Rowsey, III

                                        14
<PAGE>   15

PERFORMANCE GRAPH

     The following line graph sets forth a comparison of the percentage change
in the cumulative total shareholder return on the Common Shares compared to the
cumulative total return of the NAREIT Equity REIT Return Index, the S&P 500
Index and SNL Securities LP Office REITs Index for the period December 31, 1995,
through December 31, 2000. The graph depicts the actual increase in the market
value of the Common Shares relative to an initial investment of $100 on December
31, 1995, assuming a reinvestment of cash distributions.

                              [PERFORMANCE GRAPH]

<TABLE>
<CAPTION>
                                                Period Ending
--------------------------------------------------------------------------------------
Index                  12/31/95   12/31/96   12/31/97   12/31/98   12/31/99   12/31/00
--------------------------------------------------------------------------------------
<S>                    <C>        <C>        <C>        <C>        <C>        <C>
 Crescent Real
  Estate Equities
  Company               100.00     164.54     259.02     160.07     141.97     192.39
 S&P 500                100.00     122.86     163.86     210.64     254.97     231.74
 SNL Office REITs       100.00     151.22     196.43     157.03     157.83     214.63
 NAREIT All Equity
  REIT Index            100.00     135.27     162.67     134.20     128.00     161.76
</TABLE>

          COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     Messrs. Meyerson and Rowsey, who are the sole members of the Executive
Compensation Committee of the Board of Trust Managers, have borrowed certain
funds from the Operating Partnership in connection with the exercise of Options,
as described in "Certain Relationships and Related Transactions" below.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth the beneficial ownership of Common Shares
for (i) each shareholder of the Company who beneficially owns more than 5% of
the Common Shares, (ii) each trust manager and named

                                        15
<PAGE>   16

executive officer of the Company or the General Partner, and (iii) the trust
managers and executive officers of the Company or the General Partner as a
group. Unless otherwise indicated in the footnotes, the listed beneficial owner
directly owns all Common Shares.

                            BENEFICIAL OWNERSHIP(1)

<TABLE>
<CAPTION>
                                                                                      PERCENT OF
                                                            NUMBER OF COMMON            COMMON
NAME AND ADDRESS OF BENEFICIAL OWNER(2)                     SHARES(3)(4)(5)           SHARES(6)
---------------------------------------                     ----------------          ----------
<S>                                                         <C>                       <C>
Richard E. Rainwater......................................     13,558,868(7)             10.5%
John C. Goff..............................................      3,112,756(8)              2.5%
Anthony M. Frank..........................................         64,000                   *
Morton H. Meyerson........................................        291,219(9)                *
William F. Quinn..........................................         66,536                   *
Paul E. Rowsey, III.......................................         77,961                   *
David M. Sherman..........................................         25,000                   *
Dennis H. Alberts.........................................        145,000                   *
David M. Dean.............................................        184,045(10)               *
Alan D. Friedman(11)......................................        260,455(11)               *
Jerry R. Crenshaw, Jr. ...................................        160,596(12)               *
The Prudential Insurance Company of America...............      7,875,074(13)            6.42%
  751 Broad Street
  Newark, New Jersey 07102-3777
FMR Corp..................................................      6,949,630(14)            5.66%
  82 Devonshire Street
  Boston, Massachusetts 02109
Barrow, Hanley, Mewhinney & Strauss.......................      6,099,400(15)            4.97%
  One McKinney Avenue
  15th Floor
  Dallas, Texas 75204
Franklin Resources, Inc. .................................      5,429,646(16)            4.43%
  777 Mariners Island Boulevard
  San Mateo, California 94404
  591 Redwood Highway
  Suite 3215
  Mill Valley, California 94941(18)
Trust Managers and Executive Officers as a Group
  (16 persons)............................................     18,175,316(7)(8)(9)(10)    13.7%
                                                                         (11)(12)(17)
</TABLE>

---------------

  *  Less than 1%

  +  See Footnote (19) below

 (1) All information is as of April 26, 2001 (the "Record Date") unless
     otherwise indicated. The number of Common Shares beneficially owned is
     reported on the basis of regulations of the Commission governing the
     determination of beneficial ownership of securities. Accordingly, the
     number of Common Shares a person beneficially owns includes (i) the number
     of Common Shares that such person has the right to acquire within 60 days
     of the Record Date upon the exercise of Options granted pursuant to the
     1994 Crescent Real Estate Equities, Inc. Stock Incentive Plan (the "1994
     Plan") or the Current Plan, (ii) the number of Common Shares that may be
     issued upon exchange of Units of the Operating Partnership that such person
     owns for Common Shares, with such exchange made on the basis of two Common
     Shares for each Unit exchanged (assuming the Company elects to issue Common
     Shares rather than pay cash upon such exchange), and (iii) the number of
     Common Shares that may be issued

                                        16
<PAGE>   17

upon exercise of options (the "Unit Options") granted under the 1996 Crescent
Real Estate Equities Limited Partnership Unit Incentive Plan (the "Unit Plan"),
as amended, to purchase Units and the subsequent exchange of such Units for
     Common Shares, with such exchange made on the basis of two Common Shares
     for each Unit exchanged (assuming the Company elects to issue Common Shares
     rather than pay cash upon such exchange). In addition, the number of Common
     Shares a person beneficially owns is deemed to include the number of Common
     Shares issuable upon exchange of the Preferred Shares, each of which is
     currently convertible into .6119 Common Shares. As of the Record Date, none
     of the persons listed in the Beneficial Ownership table, other than FMR
     Corp., and no executive officer not listed in the table, beneficially owned
     any Preferred Shares.

 (2) Unless otherwise indicated, the address of each beneficial owner is 777
     Main Street, Suite 2100, Fort Worth, Texas 76102.

 (3) The number of Common Shares the following persons beneficially own includes
     the number of Common Shares indicated due to the vesting of unexercised
     Options, as follows: Anthony M. Frank -- 30,800; Morton H.
     Meyerson -- 28,000 (see footnote 9); William F. Quinn -- 57,000; Paul E.
     Rowsey, III -- 39,200; David M. Sherman -- 25,000; Jerry R.
     Crenshaw -- 143,400; David M. Dean -- 157,450; Alan D. Friedman -- 195,000;
     and Trust Managers and Executive Officers as a Group -- 833,850.

 (4) The number of Common Shares the following persons beneficially own includes
     the number of Common Shares owned indirectly through participation in the
     General Partner's 401(k) Plan as of March 31, 2001, as follows: John C.
     Goff -- 5,066; Jerry R. Crenshaw -- 3,562; David M. Dean -- 5,974; and
     Executive Officers as a Group -- 17,072.

 (5) The number of Common Shares the following persons beneficially own includes
     the number of Common Shares that may be issued upon exchange of Units that
     such person owns, as follows: Richard E. Rainwater -- 6,671,666; John C.
     Goff -- 1,912,970; Alan D. Friedman -- 54,300; Morton H.
     Meyerson -- 54,858; and Trust Managers and Executive Officers as a
     Group -- 8,693,794.

 (6) The percentage of Common Shares that a person listed in the Beneficial
     Ownership table beneficially owns assumes that (i) as to that person, all
     Units are exchanged for Common Shares, all Preferred Shares are exchanged
     for Common Shares, all Options exercisable within 60 days of the Record
     Date are exercised and all Unit Options exercisable within 60 days of the
     Record Date are exercised and the Units so acquired are subsequently
     exchanged for Common Shares, and (ii) as to all other persons, no Units are
     exchanged for Common Shares, no Preferred Shares are exchanged for Common
     Shares, and no Options or Unit Options are exercised.

 (7) The number of Common Shares that Mr. Rainwater beneficially owns includes
     743,920 Common Shares and 2,148 Common Shares that may be issued upon
     exchange of Units that Darla Moore, Mr. Rainwater's spouse, owns. Mr.
     Rainwater disclaims beneficial ownership of these Common Shares. In
     addition, the number of Common Shares that Mr. Rainwater beneficially owns
     includes 2,943,744 Common Shares and 6,335,564 Common Shares that may be
     issued upon exchange of Units that Mr. Rainwater owns indirectly, including
     (i) 12,346 Common Shares and 49,506 Common Shares that may be issued upon
     exchange of Units owned by Rainwater, Inc., a Texas corporation, of which
     Mr. Rainwater is a director and the sole owner, (ii) 2,425,836 Common
     Shares that may be issued upon exchange of Units owned by Rainwater
     Investor Partners, Ltd., a Texas limited partnership, of which Rainwater,
     Inc. is the sole general partner, (iii) 555,424 Common Shares that may be
     issued upon exchange of Units owned by Rainwater RainAm Investors, L.P., a
     Texas limited partnership, of which Rainwater, Inc. is the sole general
     partner, (iv) 3,304,798 Common Shares that may be issued upon exchange of
     Units owned by Office Towers LLC, a Nevada limited liability company, of
     which Mr. Rainwater and Rainwater, Inc. own an aggregate 100% interest, and
     (v) 2,931,398 Common Shares owned by the Richard E. Rainwater 1995
     Charitable Remainder Unitrust No. 1, of which Mr. Rainwater is the settlor
     and has the power to remove the trustee and designate a successor,
     including himself.

 (8) The number of Units that Mr. Goff beneficially owns includes (i) 152,560
     Common Shares that may be issued upon exchange of Units that the Goff
     Family, L.P., a Delaware limited partnership, owns, and

                                        17
<PAGE>   18

(ii) 214,286 Common Shares that may be issued upon exchange of Units due to the
vesting of Unit Options. Mr. Goff disclaims beneficial ownership of the Common
Shares that may be issued upon exchange of Units that the Goff Family, L.P. owns
     in excess of his pecuniary interest in such Units.

 (9) The number of Common Shares that Mr. Meyerson beneficially owns includes
     (i) 80,000 Common Shares that trusts established for the benefit of Mr.
     Meyerson's children (the "Meyerson Trusts") own, (ii) 5,000 Common Shares
     that Mr. Meyerson's son's estate owns, (iii) 8,400 Common Shares owned by
     Big Bend III Investments, L.P. ("Big Bend"), in which Mr. Meyerson owns a
     49.5% limited partner interest, and a corporation of which Mr. Meyerson is
     the sole shareholder owns a 1% general partner interest and (iv) 11,200
     Common Shares due to the vesting of Options that were originally granted to
     Mr. Meyerson and then transferred to Big Bend. The number of Common Shares
     that Mr. Meyerson beneficially owns also includes (i) 16,880 Common Shares
     that may be issued upon exchange of Units that the Meyerson Trusts own, and
     (ii) 37,978 Common Shares that may be issued upon exchange of Units that
     Big Bend owns. Mr. Meyerson disclaims beneficial ownership of all Common
     Shares and Common Shares that may be issued upon exchange of Units that the
     Meyerson Trusts and his son's estate own. Mr. Meyerson also disclaims
     beneficial ownership of the Common Shares and the Common Shares that may be
     issued upon exchange of Units that Big Bend owns in excess of Mr.
     Meyerson's beneficial interest in Big Bend.

(10) The number of Common Shares that Mr. Dean beneficially owns includes 7,512
     Common Shares, 31,600 Common Shares that may be issued upon exercise of
     Options, 572 Restricted Shares, which will vest (i.e., the restrictions
     will lapse) in March 2002 and 3,512 Common Shares of the General Partner's
     401(k) Plan, all of which are owned by Theresa E. Black, Mr. Dean's spouse.
     Mr. Dean disclaims beneficial ownership of all of Ms. Black's Common
     Shares. In addition, the number of Common Shares that Mr. Dean beneficially
     owns includes 2,573 Restricted Shares, which will vest (i.e., the
     restrictions will lapse) in March 2002. Mr. Dean has sole voting power with
     respect to these Restricted Shares.

(11) The number of Common Shares that Mr. Friedman beneficially owns includes 10
     Common Shares that Mr. Friedman holds for his son, a minor. In addition,
     the number of Common Shares that Mr. Friedman beneficially owns includes
     3,145 Restricted Shares, which will vest (i.e., the restrictions will
     lapse) in March 2002. Mr. Friedman has sole voting power with respect to
     these Restricted Shares. On March 30, 2001, Mr. Friedman resigned as an
     officer of the Company.

(12) The number of Common Shares that Mr. Crenshaw beneficially owns includes
     2,573 Restricted Shares, which will vest (i.e., the restrictions will
     lapse) in March 2002. Mr. Crenshaw has sole voting power with respect to
     these Restricted Shares.

(13) The Prudential Insurance Company of America ("Prudential") filed a Schedule
     13G/A ("Prudential Schedule 13G/A"), as of January 29, 2001, reporting that
     Prudential beneficially owns 7,875,074 Common Shares. Prudential holds
     5,497,121 of the 7,875,074 Common Shares for the benefit of its general
     account and has sole voting and dispositive power as to such Common Shares.
     Prudential holds 2,377,953 of the 7,875,074 Common Shares for its own
     benefit or for the benefit of its clients by its separate accounts,
     externally managed accounts, registered investment companies, subsidiaries
     and/or other affiliates and has shared voting and dispositive power as to
     such Common Shares. All information presented above relating to Prudential
     is based solely on the Prudential Schedule 13G/A.

(14) FMR Corp. filed a Schedule 13G ("FMR Schedule 13G"), as of February 13,
     2001, reporting that FMR Corp. beneficially owns 6,949,630 Common Shares,
     1,462,100 of which it has the sole power to vote or direct the vote, and
     all of which it has the sole power to dispose of or direct the disposition.
     Fidelity Management & Research Company ("Fidelity"), a registered
     investment adviser and a wholly owned subsidiary of FMR Corp., beneficially
     owns 5,487,530 Common Shares. In addition to such 5,487,530 Common Shares,
     Fidelity Management Trust Company ("Fidelity Management"), a wholly owned
     subsidiary of FMR Corp., beneficially owns 1,462,100 Common Shares.
     Fidelity beneficially owns 5,487,530 Common Shares as a result of serving
     as investment adviser to various registered investment companies (the
     "Funds"). Each of (i) Edward C. Johnson III, chairman of FMR Corp., (ii)
     FMR Corp., through its control of Fidelity, and (iii) the Funds, has sole
     power to dispose of such 5,487,530 Common Shares that the Funds own.
     Neither FMR Corp. nor Edward C. Johnson III has the

                                        18
<PAGE>   19

     sole power to vote or direct the voting of the Common Shares that the Funds
     own, which power resides with the Funds' boards of trustees. Fidelity
     carries out voting of the Common Shares under written guidelines that the
     Funds' boards of trustees establish. Fidelity Management beneficially owns
     1,462,100 Common Shares as a result of its serving as investment manager of
     certain institutional accounts. Each of Edward C. Johnson III and FMR
     Corp., through its control of Fidelity Management, has sole dispositive
     power over such 1,462,100 Common Shares and sole voting power over
     1,462,100 Common Shares. FMR Corp.'s beneficial ownership may include
     shares beneficially owned through Strategic Advisers, Inc., a wholly owned
     subsidiary of FMR Corp. and a registered investment adviser that provides
     investment advisory services to individuals and that has sole dispositive
     power (but not sole voting power) over certain securities held for clients.
     Members of the family of Edward C. Johnson III family, through their
     ownership of voting common stock of FMR Corp. and the execution of a
     stockholders' voting agreement, may be deemed to form a controlling group
     with respect to FMR Corp. All information presented herein relating to FMR
     Corp., Fidelity and Fidelity Management is based solely on the FMR Schedule
     13G.

(15) Barrow, Hanley, Mewhinney & Strauss ("Barrow") filed a Schedule 13G
     ("Barrow Schedule 13G"), as of February 12, 2001, reporting that Barrow
     beneficially owns 6,099,400 Common Shares. Barrow holds 4,061,400 of the
     6,099,400 Common Shares for the benefit of its general account and has sole
     voting and dispositive power as to such Common Shares. Prudential holds
     2,038,000 of the 6,099,400 Common Shares for its own benefit or for the
     benefit of its clients by its separate accounts, externally managed
     accounts, registered investment companies, subsidiaries and/or other
     affiliates and has shared voting power and sole dispositive power as to
     such Common Shares. All information presented above relating to Barrow is
     based solely on the Barrow Schedule 13G.

(16) Franklin Resources, Inc. ("Franklin") filed a Schedule 13G/A ("Franklin
     Schedule 13G/A"), as of January 30, 2001, reporting that Franklin
     beneficially owns 5,429,646 Common Shares. Franklin does not have the power
     to vote or dispose of any of these Common Shares. According to the Franklin
     Schedule 13G/A, the 5,429,646 Common Shares are beneficially owned by one
     or more open-end or closed-end investment companies and other managed
     accounts. These investment companies and managed accounts are advised by
     direct and indirect advisory subsidiaries (the "Adviser Subsidiaries") of
     Franklin. Under the advisory contracts, the Adviser Subsidiaries hold all
     voting and dispositive power with regard to these Common Shares and,
     therefore, according to the Franklin Schedule 13G/A, may be deemed to have
     beneficial ownership of the securities. Each of Charles P. Johnson and
     Rupert H. Johnson, Jr. (the "Principal Stockholders") own in excess of 10%
     of the outstanding common stock of Franklin and are the principal
     stockholders of Franklin. Franklin and the Principal Stockholders may be
     deemed to be the beneficial owner of securities held by Adviser
     Subsidiaries. Each of Franklin, the Adviser Subsidiaries and the Principal
     Stockholders disclaim any economic interest in or beneficial ownership of
     the securities covered by the Franklin Schedule 13G/A. Each of Franklin,
     the Principal Stockholders, and the Adviser Subsidiaries state in the
     Franklin Schedule 13G/A that they do not believe that they are not acting
     as a "group" for purposes of Schedule 13(d) of the Exchange Act and that
     they are not otherwise required to attribute to each other the "beneficial
     ownership" of securities held by any of them or by any persons or entities
     advised by Adviser Subsidiaries. All information presented above relating
     to Franklin is based solely on the Franklin Schedule 13G/A.

(17) The number of shares that the trust managers and executive officers as a
     group beneficially own includes 3,432 Restricted Shares that two executive
     officers other than Messrs. Crenshaw, Dean and Friedman hold. These
     Restricted Shares will vest (i.e., the restrictions will lapse) in March
     2002. Such executive officers have sole voting power with respect to their
     Restricted Shares.

(18) MS Advisory Partners, L.P. and the following entities jointly filed a
     Schedule 13D on November 17, 2000: Cranberry Lake Partners, L.P., D.L. & W.
     Inc. Profit Sharing Retirement Plan, Jane Y. Liou, John H. Scully, Main
     Street Partners, L.P. (which is unaffiliated with the Company, although a
     subsidiary of the Company bears the same name), Michael B. Yuen, Notching
     Newton Partners, Oberndorf Foundation, Phoebe Snow Foundation, Inc., San
     Francisco Partners II, L.P., SF Advisory Corp., SF Advisory Corp. II, SF
     Advisory Partners, L.P., William E. Oberndorf and William J. Patterson (the
     "Schedule 13D Filing Entities"). Each of the Schedule 13D Filing Entities,
     as well as
                                        19
<PAGE>   20

     Edward H. McDermott (collectively, the "Related Entities"), jointly filed
     Amendment No. 1 to the Schedule 13D on February 26, 2001. In both the
     Schedule 13D and Amendment No. 1 to the Schedule 13D, the respective filing
     entities made the filings jointly, but either disclaimed membership in a
     group or described their relationships with each other without affirming
     the existence of a group.

(19) The Schedule 13D Filing Entities jointly filed a Schedule 13D on November
     17, 2000, and the Related Entities jointly filed a Schedule 13D/A on
     February 26, 2001, reporting beneficial ownership of the following numbers
     (and percentages) of Common Shares: Cranberry Lake Partners,
     L.P. -- 175,000 (over all of which Cranberry Lake Partners, L.P. has sole
     voting and dispositive power, exercised by its sole general partner, Mr.
     Scully, and by Irene S. Scully as Trustees for the John and Irene Scully
     Trust, dated May 30, 1994); D.L. & W. Inc. Profit Sharing Retirement
     Plan -- 200,300 (over all of which D.L. & W. Profit Sharing Retirement Plan
     has sole voting and dispositive power, which is exercised through its sole
     trustee, Mr. Scully); Edward J. McDermott -- 400 (over all of which Mr.
     McDermott has sole voting and dispositive power); Jane Y. Liou 300 (over
     all of which Ms. Liou has sole voting and dispositive power); John H.
     Scully (individually and because of his positions as a control person of SF
     Advisory Corp., Netcong Newton Partners, Cranberry Lake Partners, L.P.,
     D.L. & W. Inc. Profit Sharing Retirement Plan and Phoebe Snow Foundation,
     Inc.) -- 6,483,600 (of these, Mr. Scully has (i) sole voting and
     dispositive power over 101,000 Common Shares, 1,000 of which are held in
     the John H. Scully Individual Retirement Account, a self-directed
     individual retirement account, and 100,000 of which are held in the John
     and Irene Scully Living Trust; and (ii) shared voting and dispositive power
     over 6,382,600 Common Shares, 5,077,400 of which are beneficially owned by
     Mr. Scully solely in his capacity as the controlling person of SF Advisory
     Corp., 350,000 of which are beneficially owned by Mr. Scully solely in his
     capacity as sole general partner of Netcong Newton Partners, 175,000 of
     which are beneficially owned by Mr. Scully solely in his capacity as
     trustee for the general partner of Cranberry Lake Partners, L.P., 200,300
     of which are beneficially owned by Mr. Scully solely in his capacity as
     controlling person of D.L. & W. Inc. Profit Sharing Retirement Plan, and
     579,900 of which are beneficially owned by Mr. Scully solely in his
     capacity as controlling person of Phoebe Snow Foundation, Inc.); Main
     Street Partners, L.P. -- 4,089,700 (over all of which Main Street Partners,
     L.P. has sole voting and dispositive power, which is exercised through its
     sole general partner, MS Advisory Partners, L.P.); Michael B.
     Yuen -- 12,540 (over all of which Mr. Yuen has sole voting and dispositive
     power); MS Advisory Partners, L.P. (because of its position as the sole
     general partner of Main Street Partners, L.P.) 4,089,700 (over all of which
     MS Advisory Partners, L.P. has sole voting and dispositive power, which is
     exercised through MS Advisory Partners, L.P.'s two general partners, SF
     Advisory Corp. and SF Advisory Corp. II); Netcong Newton Partners 350,000
     (over all of which Netcong Newton Partners has sole voting and dispositive
     power, which is exercised through its sole general partner, Mr. Scully);
     Oberndorf Foundation -- 60,000 (over all of which Oberndorf Foundation has
     sole voting and dispositive power, which is exercised through its two
     directors, Mr. Oberndorf and Susan C. Oberndorf); Phoebe Snow Foundation,
     Inc. 579,900 (over all of which Phoebe Snow Foundation, Inc. has sole
     voting and dispositive power, which is exercised through its controlling
     person and sole director and executive officer, Mr. Scully); San Francisco
     Partners II, L.P. -- 987,700 (over all of which San Francisco Partners II,
     L.P. has sole voting and dispositive power, which is exercised through its
     sole general partner, SF Advisory Partners, L.P.); SF Advisory Corp.
     (because of its positions as one of two general partners of each of MS
     Advisory Partners, L.P. (with respect to 4,089,700 Common Shares) and SF
     Advisory Partners, L.P. (with respect to 987,700 Common
     Shares)) -- 5.077,400 (over all of which SF Advisory Corp. has shared
     voting and dispositive power, which is exercised through its controlling
     person, Mr. Scully); SF Advisory Corp. II (because of its positions as one
     of two general partners of each of MS Advisory Partners, L.P. (with respect
     to 4,089,700 Common Shares ) and SF Advisory Partners, L.P. (with respect
     to 987,700 Common Shares)) -- 5,077,400 (over all of which SF Advisory
     Corp. II has shared voting and dispositive power, which is exercised
     through its controlling person, Mr. Oberndorf); SF Advisory Partners, L.P.
     (because of its position as the sole general partner of San Francisco
     Partners II, L.P.) -- 987,700 (over all of which SF Advisory Partners, L.P.
     has sole voting and dispositive power, which is exercised through its two
     general partners, SF Advisory Corp. and SF Advisory Corp. II); William E.
     Oberndorf (individu-

                                        20
<PAGE>   21

     ally and because of his positions as a control person of SF Advisory Corp.
     II, Oberndorf Foundation and Oberndorf Family Partners) -- 6,052,080 (of
     these, Mr. Oberndorf has sole voting and dispositive power over 711,880
     Common Shares (692,880 of which are held in Mr. Oberndorf's Individual
     Retirement Accounts, which are self-directed, and 19,000 of which are owned
     by his children who share his household), and has shared voting and
     dispositive power over 5,340,200 Common Shares (5,077,400 of which are
     beneficially owned by Mr. Oberndorf solely in his capacity as the
     controlling person of SF Advisory Corp. II, 60,000 of which are
     beneficially owned by Mr. Oberndorf solely in his capacity as a controlling
     person of Oberndorf Foundation, a family foundation, 130,800 of which are
     beneficially owned by Mr. Oberndorf solely in his capacity as sole general
     partner of Oberndorf Family Partners, a family partnership, and -- 72,000
     of which are held in two trusts for the benefit of himself and his wife,
     Susan C. Oberndorf, for which he serves as trustee) ; and William J.
     Patterson -- 2,300 (over all of which Mr. Patterson has sole voting and
     dispositive power).

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     For purposes of the following discussion, the term "Company" includes,
unless the context otherwise requires, the Operating Partnership and the other
subsidiaries of the Company and the Operating Partnership, in addition to the
Company.

LOANS TO TRUST MANAGERS FOR EXERCISE OF OPTIONS

     Effective March 14, 1996, March 14, 1997 and March 30, 1998, the Company
loaned to Mr. Meyerson, an independent trust manager of the Company, $187,425,
$45,311 and $45,297, respectively, on a recourse basis, pursuant to the 1994
Plan and the Current Plan. Mr. Meyerson used the proceeds of the first loan,
with $75.00 in cash, to acquire 15,000 Common Shares pursuant to the exercise of
15,000 Options that were granted to him on May 5, 1994 under the 1994 Plan. Mr.
Meyerson used the proceeds of the second loan, together with $14.00 in cash, to
acquire 2,800 Common Shares pursuant to the exercise of 2,800 Options that were
granted to him on March 14, 1996 under the Current Plan. Mr. Meyerson used the
proceeds of the third loan, together with $28.00 in cash, to acquire 2,800
Common Shares pursuant to the exercise of 2,800 Options that were granted to him
on March 14, 1996 under the Current Plan. In April 1999, Mr. Meyerson assigned,
pursuant to a divorce decree, his three loans, together with 7,500 Units and
5,600 Common Shares securing these loans, to Big Bend III Investments L.P. ("Big
Bend"), of which Mr. Meyerson is a 49.5% limited partner, and of which a
corporation that Mr. Meyerson wholly owns is a 1% general partner. Effective
March 6, 2000 and March 14, 2000, the Company loaned to Big Bend $45,297 and
$45,297, respectively, on a recourse basis, pursuant to the Current Plan. Big
Bend used the proceeds of the March 6, 2000 loan, together with $28.00 in cash,
to acquire 2,800 Common Shares pursuant to the exercise of 2,800 Options that
were granted to Mr. Meyerson on March 14, 1996 under the Current Plan. Big Bend
used the proceeds of the March 14, 2000 loan, together with $28.00 in cash, to
acquire 2,800 Common Shares pursuant to the exercise of 2,800 Options that were
granted to Mr. Meyerson on March 14, 1996 under the Current Plan. The Options
were transferred by Mr. Meyerson to Big Bend pursuant to a divorce decree. On
July 24, 2000, Mr. Meyerson, on behalf of Big Bend, paid the Operating
Partnership in full for the balance due on the March 14, 1996, March 14, 1997
and March 30, 1998 loans (an aggregate of $299,634.35). On January 25, 2001, Mr.
Meyerson, on behalf of Big Bend, paid the Operating Partnership in full for the
principle balance and interest due on the March 6, 2000 and March 14, 2000 loans
(an aggregate of $93,099.62).

     Effective July 17, 1996, February 2, 1998, June 12, 1998 and November 26,
1999, the Company loaned to Mr. Frank, an independent trust manager of the
Company, $187,425, $45,298, $120,869 and $45,297 respectively, on a recourse
basis, pursuant to the 1994 Plan and the Current Plan. Mr. Frank used the
proceeds of the first loan, together with $75.00 in cash, to acquire 15,000
Common Shares pursuant to the exercise of 15,000 Options that were granted to
him on May 5, 1994 under the 1994 Plan. Mr. Frank used the proceeds of his
second loan, together with $28.00 in cash, to acquire 2,800 Common Shares
pursuant to the exercise of 2,800 Options that were granted to him on March 14,
1996 under the Current Plan. Mr. Frank used the proceeds of the third loan,
together with $56.00 in cash, to acquire 5,600 Common Shares pursuant to the
exercise of 2,800 Options that were granted to him on March 14, 1996 under the
Current Plan and 2,800

                                        21
<PAGE>   22

Options that were granted to him on June 9, 1997 under the Current Plan. Mr.
Frank used the proceeds of the fourth loan, together with $28.00 in cash, to
acquire 2,800 Common Shares pursuant to the exercise of 2,800 Options that were
granted to him on March 14, 1996 under the Current Plan.

     Effective June 10, 1997, the Company loaned to Mr. Rowsey, an independent
trust manager of the Company, $419,997 on a recourse basis, pursuant to the 1994
Plan and the Current Plan. Mr. Rowsey used the proceeds of his loan, together
with $328.00 in cash, to acquire 30,000 Common Shares pursuant to the exercise
of 30,000 Options that were granted to him on May 5, 1994 under the 1994 Plan,
and 2,800 Common Shares pursuant to the exercise of 2,800 Options that were
granted to him on March 14, 1996 under the Current Plan.

     Each of the loans to Messrs. Meyerson, Frank and Rowsey bears interest at a
fixed annual rate equal to the distribution yield on the Common Shares as of
March 14, 1996, March 14, 1997 and March 30, 1998 (for the respective loans
originally made to Mr. Meyerson), July 17, 1996, February 2, 1998 and June 12,
1998 (for Mr. Frank's respective loans), and June 10, 1997 (for Mr. Rowsey's
loan), in each case, the effective date of the applicable loan. Each loan is
payable, interest only, on a quarterly basis with a final payment of all accrued
and unpaid interest, plus the entire original principal balance, due on March
14, 2001, March 14, 2002 and March 30, 2003 (for the respective loans originally
made to Mr. Meyerson), on July 17, 2001, February 2, 2003 and June 12, 2003 (for
Mr. Frank's respective loans), and on June 10, 2002 (for Mr. Rowsey's loan).
Each of the first three loans originally made to Mr. Meyerson, which were
secured by 7,500 Units, 2,800 Common Shares and 2,800 Common Shares,
respectively, that are owned by Big Bend, were paid in full on July 24, 2000,
and such Units and Common Shares were then delivered by the Company to Big Bend;
Mr. Frank's loans are secured by 15,000 Common Shares, 2,800 Common Shares and
5,600 Common Shares, respectively, that Mr. Frank owns; and Mr. Rowsey's loan is
secured by 32,800 Common Shares that Mr. Rowsey owns. As of December 31, 2000,
accrued interest in the aggregate amount of $5,877.61 was outstanding on Mr.
Frank's loans, and accrued interest in the amount of $8,080.63 was outstanding
on Mr. Rowsey's loan.

     Each of the loans made in 1999 and 2000 to Big Bend and Mr. Frank, bears
interest at a fixed annual rate based on the weighted average interest rate of
the Company at the end of the preceding quarter plus 50 basis points, calculated
(i) as of March 6, 2000 and March 14, 2000 (for the respective loans made to Big
Bend), (ii) as of November 26, 1999 (for the respective loan made to Mr. Frank).
The March 6, 2000 loan to Big Bend which was is secured by 2,800 Common Shares
owned by Big Bend and the March 14, 2000 loan which was secured by 2,800 Common
Shares owned by Big Bend were paid in full on January 25, 2001 and such Common
Shares were then delivered by the Company to Big Bend. Mr. Frank's November 26,
1999 loan is secured by 2,800 Common Shares that Mr. Frank owns. As of December
31, 2000, accrued interest in the aggregate amount of $5,877.61 was outstanding
on Mr. Frank's loans.

LOANS TO OFFICERS FOR EXERCISE OF OPTIONS AND UNIT OPTIONS

     Effective November 4, 1999, the Company loaned to John C. Goff,
$26,272,631.46, on a recourse basis, pursuant to the 1994 Plan, the Current Plan
and the Unit Plan. Mr. Goff used the proceeds of the loan, together with
$4,452.04 in cash, to acquire 195,204 Common Shares pursuant to the exercise of
195,204 Options that were granted to him on April 27, 1994 under the 1994 Plan,
250,000 Common Shares pursuant to the exercise of 250,000 Options that were
granted to him on June 12, 1995 under the Current Plan and 571,428 Operating
Partnership Units pursuant to the exercise of 571,428 Unit Options that were
granted to him on July 16, 1996 pursuant to the Unit Plan.

     Effective November 5, 1999, February 6, 2000 and March 14, 2000, the
Company loaned to David M. Dean, $32,475.00, $10,242.00 and $97,065.00,
respectively, on a recourse basis, pursuant to the 1994 Plan and the Current
Plan. Mr. Dean used the proceeds of the first loan, together with $25.00 in
cash, to acquire 2,500 Common Shares pursuant to the exercise of 2,500 Options
that were granted to him on July 27, 1994 under the 1994 Plan. Mr. Dean used the
proceeds of the second loan, together with $8.00 in cash, to acquire 800 Common
Shares pursuant to the exercise of 800 Options that were granted to him on
February 6, 1995 under the 1994 Plan. Mr. Dean used the proceeds of the third
loan, together with $60.00 in cash, to acquire 6,000

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<PAGE>   23

Common Shares pursuant to the exercise of 6,000 Options that were granted to him
on March 14, 1996 under the Current Plan. Effective November 5, 1999 and March
14, 2000, the Company loaned to Theresa E. Black, Mr. Dean's spouse, $87,358.50,
and $29,119.50, respectively, on a recourse basis, pursuant to the Current Plan.
Ms. Black used the proceeds of the first loan, together with $54.00 in cash, to
acquire 5,400 Common Shares pursuant to the exercise of 5,400 Stock Options that
were granted to her on March 14, 1996 under the Current Plan. Ms. Black used the
proceeds of the second loan, together with $18.00 in cash, to acquire 1,800
Common Shares pursuant to the exercise of 1,800 Stock Options that were granted
to her on March 14, 1996 under the Current Plan.

     Effective November 5, 1999, the Company loaned to Jerry R. Crenshaw, Jr.
$78,723.00, on a recourse basis, pursuant to the 1994 Plan and the Current Plan.
Mr. Crenshaw used the proceeds of the loan, together with $52.00 in cash, to
acquire 1,600 Common Shares pursuant to the exercise of 1,600 Options that were
granted to him on February 6, 1995 under the 1994 Plan and 3,600 Common Shares
pursuant to the exercise of 3,600 Options that were granted to him on March 14,
1996 under the Current Plan.

     Effective January 24, 2000, the Company loaned to John L. Zogg, Jr.
$637,090.00 on a recourse basis, pursuant to the 1994 Plan and the Current Plan.
Mr. Zogg used the proceeds of the loan, together with $410.00 in cash, to
acquire 1,000 Common Shares pursuant to the exercise of 1,000 Options that were
granted to him on April 27, 1994 under the 1994 Plan, 16,000 Common Shares
pursuant to the exercise of 16,000 Options that were granted to him on August 1,
1995 under the Current Plan and 24,000 Common Shares pursuant to the exercise of
24,000 Options that were granted to him on March 14, 1996 under the Current
Plan. Effective October 31, 2000, the Company loaned to John L. Zogg, Jr.
$206,993.00 on a recourse basis, pursuant to the Current Plan. Mr. Zogg used the
proceeds of the loan, together with $132.00 in cash, to acquire 1,200 Common
Shares pursuant to the exercise of 1,200 Options that were granted to him on
February 6, 1995 under the 1994 Plan, 4,000 Common Shares pursuant to the
exercise of 4,000 Options that were granted to him on August 1, 1995 under the
Current Plan and 8,000 Common Shares pursuant to the exercise of 8,000 Options
that were granted to him on March 14, 1996 under the Current Plan.

     Each of the loans made in 1999 and 2000 to Mr. Goff, Mr. Dean, Mr.
Crenshaw, Ms. Black and Mr. Zogg, bears interest at a fixed annual rate based on
the weighted average interest rate of the Company at the end of the preceding
quarter plus 50 basis points, calculated (i) as of November 4, 1999 (for the
loan made to Mr. Goff), (ii) as of November 5, 1999, February 6, 2000 and March
14, 2000 (for the respective loans made to Mr. Dean), (iii) as of November 5,
1999 (for the loan made to Mr. Crenshaw), (iv) as of November 5, 1999 and March
14, 2000 (for the respective loans made to Ms. Black), and (v) as of January 24,
2000 and October 31, 2000 (for the loans made to Mr. Zogg). Mr. Goff's loan is
secured by 400,000 Common Shares that Mr. Goff owns. Mr. Dean's loans are
secured by 2,500 Common Shares, 800 Common Shares and 6,000 Common Shares,
respectively, that Mr. Dean owns. Mr. Crenshaw's loan is secured by 1,600 Common
Shares and 3,600 Common Shares that Mr. Crenshaw owns. Ms. Black's loans are
secured by 5,400 Common Shares and 1,800 Common Shares, respectively, that Ms.
Black owns. Mr. Zogg's January 24, 2000 loan is secured by 1,000 Common Shares,
16,000 Common Shares and 24,000 Common Shares that Mr. Zogg owns. Mr. Zogg's
October 31, 2000 loan is secured by 1,200 Common Shares, 4,000 Common Shares and
8,000 Common Shares that Mr. Zogg owns. As of December 31, 2000, accrued
interest in the amount of $546,529.12 was outstanding on Mr. Goff's loan,
accrued interest in the amount of $1,013.98 was outstanding on Mr. Dean's loans,
accrued interest in the amount of $1,637.61 was outstanding on Mr. Crenshaw's
loan, accrued interest in the amount of $825.72 was outstanding on Ms. Black's
loans and accrued interest in the amount of $16,937.93 was outstanding on Mr.
Zogg's loans.

GRANT OF OPTIONS TO AFFILIATE OF TRUST MANAGER

     On October 20, 2000, 25,000 Options were granted to D. Sherman & Company,
Inc. ("Sherman Company") as compensation for various consulting services to the
Operating Partnership in connection with a review of the Company's strategic and
structural alternatives and the creation of a business plan designed to enhance
shareholder value. Such Options vest 100% six (6) months from the date of grant
with an expiration date of October 2011. The Sherman Company is 100% owned by
David Sherman ("Sherman"). Although the Options are granted to the Sherman
Company, under Sections 13(d) and 16(a) of the Exchange Act,
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<PAGE>   24

Sherman is the beneficial owner of the Options for Common Shares owned by the
Sherman Company, and thus, for all purposes, Sherman is also considered the
grantee of the Options.

TRANSACTIONS WITH RESIDENTIAL DEVELOPMENT CORPORATIONS

     Loans.  On May 5, 1994, the Company made a loan to each of Houston Area
Development Corp. ("HADC") and Mira Vista Development Corp. ("MVDC"), two of the
Company's residential development corporations, each in the original principal
amount of $14.4 million and which bear interest at a rate of 12.5% per annum and
mature in May 2001. The outstanding balances of those two loans as of December
31, 2000 were, respectively, $14.5 million and $0. On January 16, 1997, the
Company entered into a revolving development loan agreement with HADC, pursuant
to which the Company agreed to loan the amount of $5.0 million to HADC, bearing
interest at a rate of 14% per annum. No amounts were outstanding under this
revolving loan as of December 31, 2000.

     Ownership Interests.  As of April 26, 2001, the Operating Partnership owned
93.99% of the outstanding stock (all of which is nonvoting) of HADC and MVDC.
Mr. Goff is a director of both HADC and MVDC.

TRANSACTIONS WITH COPI

     Business and Management Relationships.  In April 1997, the Company
established Crescent Operating, Inc. ("COPI") to be the lessee and operator of
certain assets to be acquired by the Company and to perform the Intercompany
Agreement, pursuant to which each party agreed to provide the other with rights
to participate in certain transactions. Messrs. Rainwater and Goff are,
respectively, the Chairman of the Board and the Vice Chairman of the Board of
both the Company and COPI. In addition, Mr. Goff serves as the Chief Executive
Officer of the Company, COPI and the General Partner and as the sole director of
the General Partner. Messrs. Frank and Rowsey are members of the Boards of the
Company and of COPI. As of March 28, 2001, Messrs. Rainwater and Goff
beneficially owned an aggregate of approximately 14.6% of the outstanding common
stock of COPI through their aggregate ownership of 1,668,550 shares of COPI
common stock, including shares underlying vested options. In addition, Mr. Goff
indirectly owns shares of the common stock of COPI through his ownership
interest in COPI Colorado, L.P., as described below.

     Loans to COPI.  In connection with the formation and capitalization of
COPI, the Company contributed $14.1 million to COPI and loaned approximately
$35.9 million to COPI pursuant to a five-year loan (the "COPI Term Loan"), which
bears interest at 12% per annum, is collateralized by a lien on certain assets
that COPI now owns or may acquire in the future and matures in May 2002. Also in
connection with COPI's formation, the Company established a $20.4 million line
of credit (the "Line of Credit"), which bears interest at 12% per annum. The
Line of Credit was amended in August 1998, and again in March 1999, which
ultimately resulted in a decrease in the amount available to $17.2 million. In
March 1999, the Company loaned approximately $19.5 million to COPI pursuant to a
three-year loan, which bears interest at 12% per annum and is collateralized by
certain assets that COPI now owns or may acquire in the future ("COPI Term March
1999"). The Line of Credit is cross-defaulted and cross-collateralized with the
COPI Term Loan and matures no later than June 2007. As of December 31, 2000, the
outstanding principal balance on the COPI Term Loan was approximately $14.2
million, and accrued interest was approximately $1.6 million. As of December 31,
2000, the outstanding principal balance on the Line of Credit was $17.7 million,
with accrued interest of approximately $1.9 million. As of December 31, 2000,
the outstanding principal balance on COPI Term March 1999 was $19.9 million with
accrued interest of $1.6 million.

     In connection with the acquisition by COPI, effective July 31, 1997, of the
companies that leased certain Company-owned hotel properties, COPI acquired 100%
of an entity that had outstanding debt under notes in the original principal
amounts of approximately $2.4 million and $650,000 (collectively, the "CR
Notes") payable to the Company in connection with the acquisition of Canyon
Ranch-Tucson. The CR Notes bear interest at a rate of 10.75% per annum, are
secured by deeds of trust for certain real and personal property and mature in
August 2003. The aggregate outstanding balance at December 31, 2000 on the CR
Notes was approximately $1.4 million. In addition, in connection with this
transaction, COPI acquired 100% of an entity that has outstanding debt under a
promissory note of approximately $190,964 (the "Sonoma Note") payable

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<PAGE>   25

to the Company in connection with the acquisition of Sonoma Mission Inn & Spa.
The Sonoma Note bears interest at a rate of 7.5% per annum and matures in
November 2006. The outstanding balance of the Sonoma Note at December 31, 2000
was approximately $190,964.

     In connection with COPI's acquisition on September 22, 1997 of a two-thirds
interest in the joint venture that owns the Houston Center Athletic Club and a
$5.0 million note receivable from the joint venture, the Company made loans to
COPI of $1.0 million (which was repaid in 1998) and $800,000, (which was repaid
during the first quarter of 2000, upon the sale of the asset).

     As of March 31, 2001, the Operating Partnership owned approximately 90% of
the outstanding stock (all of which is non-voting) of Crescent Development
Management Corp., a Delaware corporation ("CDMC"). The voting stock of CDMC is
owned by COPI Colorado, L.P., a Delaware limited partnership ("COPI Colorado")
formed in September 1998. In conjunction with the formation of COPI Colorado,
Mr. Goff and two other persons acquired limited partner interests in COPI
Colorado in exchange for their contribution of all of the shares of CDMC stock
owned by them (all of which was voting stock). In addition, COPI contributed
$9.0 million in cash in exchange for a 50% interest as general partner. COPI
funded its contribution with the proceeds of a $9.0 million loan (the "COPI
Colorado Note") from the Operating Partnership. As of March 31, 2001, COPI owned
a 60% general partner interest in COPI Colorado, and Mr. Goff owned a 20%
limited partner interest. The COPI Colorado Note bears interest at 12% per
annum, with interest payable quarterly, and matures in May 2002. The COPI
Colorado Note is secured by COPI's general partner interest in COPI Colorado and
is cross-collateralized and cross-defaulted with COPI's other borrowings from
the Operating Partnership. As of December 31, 2000, the COPI Colorado Note had
an outstanding principal balance of $9.2 million and accrued interest of $1.1
million.

     Leases of Hotel and Resort Properties to COPI Subsidiaries.  As of December
31, 2000, the Company owned nine hotel and resort properties (collectively, the
"Hotel Properties"), eight of which the Company leased to subsidiaries of COPI
(the "Hotel Lessees") pursuant to eight separate leases (the "Hotel Leases").
Under the Hotel Leases, each having an initial term of ten years, the Hotel
Lessees assumed the rights and obligations of the property owner under any
related management agreement with the hotel operators, as well as the obligation
to pay all property taxes and other charges against the property. Each of the
Hotel Leases provides for the respective Hotel Lessee to pay (i) base rent, with
periodic rent increases, if applicable, and (ii) percentage rent based on a
percentage of gross revenues, room revenues, food and beverage revenues, or a
combination thereof, if applicable, above a specified amount. As of December 31,
2000, the Hotel Lessees deferred payment of $5.8 million of rent with the
Company's consent. For the year ended December 31, 2000, the Hotel Lessees paid
the Company an aggregate of $59.2 million of lease rentals. The Hotel Leases
entitle the Company to receive an aggregate amount of $38 million for base rent,
in addition to $20 million for percentage rent, from the Hotel Lessees during
2001.

     Until November 2000, the Company owned another hotel, the Four Seasons
Hotel-Houston, which also was leased to a COPI subsidiary. In connection with
the sale of the hotel in November 2000 and in accordance with the terms of the
lease, the Company paid the lessee $16.6 million, which the parties agreed
represented the fair market value of the remaining term of the lease.

     COPI executed a master guaranty and other guaranties pursuant to which COPI
unconditionally guarantees payment and performance under the Hotel Leases by the
Hotel Lessee solely from COPI's hotel and resort-related assets and income
streams.

     Lease of Temperature-Controlled Logistics Properties.  As of December 31,
2000, the Company held a 40% interest in a general partnership. (the
"Temperature-Controlled Logistics Partnership"), which, through its ownership of
a corporation owns 88 temperature-controlled logistics properties (the
"Temperature-Controlled Logistics Properties"). The business operations
associated with the Temperature-Controlled Logistics Properties are owned by
AmeriCold Logistics, LLC ("AmeriCold Logistics"), which is owned 60% by Vornado
Operating, L.P. and 40% by a subsidiary of COPI. The Company has no interest in
AmeriCold Logistics.

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<PAGE>   26

     AmeriCold Logistics, as sole lessee of the Temperature-Controlled Logistics
Properties, leases the Temperature-Controlled Logistics Properties from the
Temperature-Controlled Logistics Corporation under six triple-net master leases.
Each of the leases has an initial term of 15 years, subject to two, five-year
renewal options and provides for the payment of base rent and percentage rent
based on revenue AmeriCold Logistics receives from its customers. AmeriCold
Logistics is also required to pay for all costs arising from the operation,
maintenance and repair of the properties as well as property capital
expenditures in excess of $5.0 million annually. In addition, the leases permit
AmeriCold Logistics to defer a portion of the rent for the
Temperature-Controlled Logistics Properties for up to three years beginning on
March 12, 1999, to the extent that available cash, as defined in the leases, is
insufficient to pay such rent.

     The leases provide for total lease payments (including the effect of
straight-lining rents), of $164.5 million for the year ended December 31, 2000,
of which AmeriCold Logistics deferred $19.0 million. The Company's share of the
deferred rent is $7.5 million.

     On February 22, 2001, the Temperature-Controlled Logistics Corporation and
AmeriCold Logistics agreed to restructure certain financial terms of the leases,
including the adjustment of the rental obligation for 2001 to $146.0 million,
the adjustment of the rental obligation for 2002 to $150.0 million (plus
contingent rent in certain circumstances), the increase of the
Temperature-Controlled Logistics Corporation's share of capital expenditures for
the maintenance of the properties from $5.0 million to $9.5 million (effective
January 1, 2000) and the extension of the date on which deferred rent is
required to be paid from March 11, 2002 to December 31, 2003.

TRANSACTIONS WITH CDMC

     Loans.  The Operating Partnership owns 90% of the outstanding stock (all of
which is non-voting) of CDMC, and COPI Colorado owns 10% of the outstanding
stock (all of which is voting stock of CDMC). As of December 31, 2000, five
credit facilities that the Operating Partnership extended to CDMC were
outstanding: (i) a $56.2 million line of credit that matures August 2004 and
bears interest at the rate of 11.5% per annum ("CDMC Credit Facility"), (ii) a
note payable to the Operating Partnership, in the original principal amount of
$3.1 million, that matures June 2005 and bears interest at the rate of 11.5% per
annum; (iii) a $22.9 million credit facility that matures January 2003 and bears
interest at 12% per annum; (iv) a $40 million line of credit that matures
December 2006 and bears interest at the rate of 11.5% per annum and, (v) a $32
million line of credit that matures in January 2003 and bears interest at 12%
per annum. The aggregate outstanding balance of these facilities as of December
31, 2000 was $128 million, and they are cross-defaulted and cross-collateralized
with CDMC's interests in the real estate development companies and resort
management company in which the loan proceeds have been invested. During the
first quarter of 2000, the $22.9 million facility was effectively converted into
a term loan of $16.4 million and, in 2000, the Operating Partnership made a term
loan of $5.6 million to East-West Resorts, LLC, in which CDMC held a majority
interest. Both of these loans bear interest at an annual rate of 12%, although
interest due under the loan to East-West Resorts, LLC was 15% per year for the
first six weeks of its term.

     Guarantee.  As of December 31, 2000, the Operating Partnership had
guaranteed approximately $1.3 million of mortgage loan indebtedness of a general
partnership in which CDMC's wholly-owned subsidiary holds a non-managing
minority interest. As of April 26, 2001 the guarantee has been reduced to $1.2
million.

LOANS TO CRL LICENSE AND CRL INVESTMENTS

     The Company owns a 28.5% interest in CRL License, LLC, which owns the right
to the future use of the "Canyon Ranch" name. The Company also has a 95%
economic interest, representing all of the non-voting common stock, and COPI
owns all of the voting common stock, representing a 5% economic interest, in CRL
Investments, Inc. ("CRL"). The Operating Partnership has provided CRL with a
$7.0 million credit facility which bears interest at 12% per annum and matures
in August 2003. As of April 1, 2001, the total amount outstanding under the
credit facility was $7.16 million. The Operating Partnership also committed to
invest

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<PAGE>   27

$8.0 million in equity in CRL. As of April 1, 2000, the Operating Partnership
had made equity contributions aggregating $7.16 million to CRL.

LOANS TO DBL HOLDINGS ("DBL")

     On March 31, 1999, DBL-CBO, a wholly-owned subsidiary of DBL Holdings, Inc.
("DBL") in which Mr. Goff owns an approximately 2.56% economic interest,
acquired a $5.97 million aggregate principal amount of Class C-1 Notes issued by
Juniper CBO 1999-1 Ltd., a Cayman Islands limited liability company (the
"Juniper Notes"). DBL-CBO obtained the funds to purchase the Juniper Notes by
selling all of the equity interest in DBL-CBO (the "Equity Interest") to DBL for
$6 million. DBL, in turn, obtained the purchase price for the Equity Interest
pursuant to a $6 million loan agreement and related term note (the "DBL Juniper
Loan") from the Operating Partnership that is secured by the Equity Interest.
The DBL Juniper Loan matures in April 2011 and accrues interest at the rate of
12% per annum. Generally, interest under the DBL Juniper Loan is payable
quarterly to the extent of cash flow derived from DBL-CBO. The DBL-CBO was paid
off in full in March 2001. Under the DBL Juniper Loan agreement, DBL agreed (i)
to prepay the DBL Juniper Loan to the extent of any prepayment of the Juniper
Notes, (ii) to cause DBL-CBO to distribute to DBL, in its capacity as DBL-CBO's
sole shareholder, substantially all of the interest payments that DBL-CBO
receives on the Juniper Notes, and (iii) to cause DBL-CBO not to engage in any
business activity other than acquiring and holding the Juniper Notes. The loan
was repaid on March 5, 2001. In June 1999, the Company loaned DBL $2.7 million
dollars, and provided $14.4 million in equity. These funds were used to make an
equity contribution to DBL-ABC, Inc., a wholly-owned subsidiary, which committed
to purchase $25 million (approximately 68% of which was contributed initially
and the balance of which DBL-ABC, Inc. is committed to contribute upon demand of
the General Partner) in limited partnership interests representing an
approximately 12.5% interest in G2 Opportunity Fund LP, a limited partnership
newly formed principally to invest in noninvestment grade commercial
mortgage-backed securities and other commercial real estate investments. The
sole general partner, G2 Opportunity GP, LLC, is owned by GMAC Commercial
Mortgage Corporation and Goff Moore Strategic Partners, L.P., and also serves as
the asset manager of the partnership, and in such capacity is entitled to a fee
initially equal to 1% annually of the portfolio acquisition cost. Additionally,
the general partner has a carried interest. Goff Moore Strategic Partners, L.P.
is the primary ongoing investment partnership for Mr. Rainwater, his family
(including his wife, Darla D. Moore) and certain long-time business associates
of Mr. Rainwater, including Mr. Goff. The loan bears interest at the rate of
12.0% and matures in November 2004. As of December 31, 2000, the outstanding
balance under this loan was $6.6 million and accrued interest totaled
approximately $202,045. The DBL-ABC loan was paid down in April 2001 with a
remaining balance of $1.1 million.

TRANSACTIONS WITH CHARTER BEHAVIORAL HEALTHCARE SYSTEMS, L.L.C. ("CBHS")

     In 1997, COPI and Magellan Health Services, Inc. ("Magellan") formed CBHS
to operate behavioral healthcare facilities (the "Behavioral Healthcare
Facilities") that the Company acquired in 1997 from a subsidiary of Magellan.
Until December 2000, COPI and an affiliate of COPI owned 90% of CBHS and
Magellan owned 10%. In December 2000, the 90% interest was transferred to The
Rockwood Financial Group, Inc., which is wholly-owned by an executive officer of
COPI. As of December 31, 1999, the Company owned 88 Behavioral Healthcare
Facilities, all of which were leased by the Company to CBHS under a master
lease. On February 16, 2000, CBHS and all of its subsidiaries that are subject
to the lease filed voluntary Chapter 11 bankruptcy petitions in the United
States Bankruptcy Court for the District of Delaware. In connection with the
CBHS bankruptcy, the master lease was terminated and CBHS ceased operations at
all of the Behavioral Healthcare Facilities. Payment and treatment of rent for
the Behavioral Healthcare Facilities was subject to a rent stipulation agreed to
by certain of the parties involved in the CBHS bankruptcy proceeding. The
Company received approximately $15.4 million in rent and interest from CBHS
during the year ended December 31, 2000. The Company sold 60 Behavioral
Healthcare Facilities during the year ended December 31, 2000. At the end of
2000, the Company owned 28 Behavioral Healthcare Facilities. The Company sold
three additional Behavioral Healthcare Facilities after December 31, 2000, and,
as of April 19, 2001, owns 23 Behavioral Healthcare Facilities.

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<PAGE>   28

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amended report to be
signed on its behalf by the undersigned, thereunto duly authorized, on the 30th
day of April, 2001.

                                        CRESCENT REAL ESTATE EQUITIES COMPANY
                                                      (Registrant)

                                        By         /s/ DAVID M. DEAN
                                          --------------------------------------
                                                      David M. Dean
                                              Executive Vice President, Law
                                                  and Administration and
                                                        Secretary

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