1
As filed with the Securities and Exchange Commission on April 22, 1997.January 8, 1999.
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
CAMDEN PROPERTY TRUST
(Exact name of registrant as specified in its charter)
TEXAS 76-6088377
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3200 SOUTHWEST FREEWAY,THREE GREENWAY PLAZA, SUITE 15001300
HOUSTON, TEXAS 7702777046
(713) 964-3555354-2500
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
------------------------------
RICHARD J. CAMPO
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
CAMDEN PROPERTY TRUST
3200 SOUTHWEST FREEWAY,THREE GREENWAY PLAZA, SUITE 15001300
HOUSTON, TEXAS 7702777046
(713) 964-3555354-2500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------------
Copies to:
BryanBRYAN L. Goolsby
Robert A. Kuhns
Liddell, Sapp, Zivley, HillGOOLSBY
LOCKE LIDDELL & LaBoon, L.L.P.
2200 Ross Avenue, Suite 900
Dallas, TexasSAPP LLP
2001 ROSS AVENUE, SUITE 3000
DALLAS, TEXAS 75201
(214) 220-4800849-5500
FAX: (214) 220-4899
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:849-5599
----------------
Approximate date of commencement of proposed sale to the public: From time to
time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to divided or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x][X]
If this Formform is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Formform is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
==================================================================================================================
CALCULATION OF REGISTRATION FEE
===========================================================================================================================================================================================================================================
Proposed Maximum
Title of Each Class of Proposed Maximum
Securities to beShares Amount to be Proposed Maximum OfferingAggregate Aggregate Offering Amount of
to be Registered Registered Price Per Share(1)Unit (1) Price(1) Registration Fee
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Common Shares of
Beneficial Interest, par 2,352,161 $27.375 $64,390,407.38 $19,512.25672,490 $26.3125 $17,694,893 $4,920
value $.01 per share
===========================================================================================================================================================================================================================================
2
(Footnotes from previous page)
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) on the basis of the average of the high and low
price of the Common Sharescommon shares on the New York Stock Exchange on April
18, 1997.
------------------------January 7,
1999.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A)8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A)8(a),
MAY DETERMINE.
3
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED APRIL 22, 1997
2,352,161 SHARESJANUARY 8, 1999.
PROSPECTUS
CAMDEN PROPERTY TRUST
672,490 COMMON SHARES OF BENEFICIAL INTEREST
(PAR VALUE $.01 PER SHARE)
o This Prospectus relates to the offer and sale from time to timeour possible issuance of up to 2,352,161672,490 common
shares to ISCO, IFT Properties, Ltd. and Merrill Lynch International Private
Finance Limited or any of their permitted transferees (the "Redemption Shares""Selling
Holders") if and to the extent the Selling Holders elect to exchange units
of beneficiallimited liability company interest par value $.01 per("Units") in Oasis Martinique, LLC
("Oasis Martinique") for our common shares.
o ISCO and IFT Properties, Ltd. received a total of 886,022 Units in
connection with their contribution of real property assets to Oasis
Martinique. ISCO subsequently pledged 575,162 of its Units to Merrill Lynch
International Private Finance Limited.
o Beginning on December 25, 1998, each Unit held by the Selling Holders may be
exchanged for 0.759 of a common share ("Common Shares"), of Camden Property Trust, (the
"Company") by certainor an
aggregate of 672,490 of our common shares, subject to adjustment if we split
or subdivide our common shares, effect a reverse share split or otherwise
combine our outstanding common shares, or pay a share dividend to holders thereof,of
our common shares. In lieu of issuing common shares upon the exchange of
Units, we may, at or by pledgees, donees, transferees or
other successorselection, deliver cash in interest thereto (the "Selling Shareholders").an amount equal to the market
value of an equivalent number of our common shares. The Selling
Shareholders currently own 2,352,161 unitsterms and conditions
of limited partnership interest
("Units") in Camden Operating, L.P. (the "Operating Partnership"), a Delaware
limited partnership which the Company controls through its ownershipan exchange of the
sole general partner thereof and in which the Company owns a controlling
limited partnership interest through another subsidiary. The Redemption Shares
referred toUnits are more fully described later in this Prospectus
areunder the Common Shares thatheading "Exchange of Units."
o Upon any exchange of Units, our ownership interest in Oasis Martinique will
increase.
o We have registered these shares because of registration rights granted to
the Selling Shareholders mayHolders. We will not receive any proceeds from the issuance of
common shares to the Selling Holders, but will acquire upon presentationthe Units currently
held by the Selling Shareholders of the
UnitsHolders tendered in exchange for our common shares. We
have agreed to the Operating Partnership for redemption, allpay certain registration expenses in accordanceconnection with the
terms of the Operating Partnership's agreement of limited partnership, as
amended. The Company is registering the Redemption Shares pursuant to the
Company's obligations under a registration rights agreement, but the
registration of the Redemption Shares does not necessarily mean that any of the
Redemption Shares will be offered or sold by the Selling Shareholders
hereunder.
The Common Shares are listedour common shares.
Our common shares trade on the New York Stock Exchange (the
"NYSE") under the symbol
"CPT." On January 6, 1999, the closing sale price of a common share on the New
York Stock Exchange was $26.625.
To ensure that the Company maintains its
qualificationassist us in qualifying as a real estate investment trust (a "REIT"("REIT") under, the
Internal
Revenue Codetransfer of 1986, as amended (the "Code"),our capital shares is restricted, and beneficial ownership by any
person is limited to 9.8% of the number of outstanding Common Shares, with certain
exceptions.our capital shares. See "Description
of Securities to be Registered -- RestrictionsCapital Shares--Restrictions on Ownership."
SEE "RISK FACTORS"Our executive offices are located at Three Greenway Plaza, Suite 1300,
Houston, Texas 77046, and our telephone number is (713) 354-2500.
YOU SHOULD CAREFULLY CONSIDER THE MATERIAL RISKS SET FORTH UNDER RISK
FACTORS STARTING ON PAGE 5 FOR CERTAIN FACTORS RELEVANT TO AN INVESTMENT IN
THE COMMON SHARES.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY3 OF THIS PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION ORNOR ANY STATE SECURITIES
COMMISSION NOR HAS THEAPPROVED OR DISAPPROVED OF THESE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The Selling Shareholders from time to time may offer and sell any
Redemption Shares that may be acquired by them directly or through agents or
broker-dealers on terms to be determined at the time of sale. To the extent
required, the names of any agent or broker-dealer and applicable commissions or
discounts and any other required information with respect to any particular
offer will be set forth in an accompanying Prospectus Supplement. See "Plan of
Distribution." The Selling Shareholders reserve the right to accept or reject,
in whole or in part, any proposed purchase of the Redemption Shares to be made
directly or through agents.
The Selling Shareholders and any agents or broker-dealers that
participate with the Selling Shareholders in the distribution of the Redemption
Shares may be deemed to be "underwriters" within the meaning of the Securities
Act of 1933, as amended (the "Securities Act"), and any commissions received by
them and any profit on the resale of the Redemption Shares may be deemed to be
underwriting commissions or discounts under the Securities Act. See
"Registration Rights" for a description of certain indemnification arrangements
between the Company and the Selling Shareholders.
The Company will not receive any proceeds from the sale of the
Redemption Shares by the Selling Shareholders but has agreed to bear certain
expenses of registration of such shares under federal and state securities
laws.
The date of this Prospectus is __________, 19971999
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TABLE OF CONTENTS
Page
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WHERE YOU CAN FIND MORE INFORMATION......................................... 1
INCORPORATION OF DOCUMENTS BY REFERENCE..................................... 2
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS.................. 2
RISK FACTORS................................................................ 3
THE COMPANY ................................................................ 6
USE OF PROCEEDS............................................................. 7
DESCRIPTION OF CAPITAL SHARES............................................... 7
EXCHANGE OF UNITS........................................................... 10
COMPARISON OF OWNERSHIP OF UNITS AND COMMON SHARES.......................... 11
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS................................... 15
SELLING HOLDERS............................................................. 20
PLAN OF DISTRIBUTION........................................................ 20
LEGAL MATTERS............................................................... 21
EXPERTS..................................................................... 21
WHERE YOU CAN FIND MORE INFORMATION
CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL NOR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
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AVAILABLE INFORMATION
The Company has filed with the SecuritiesWe are a public company and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 under the Securities Actfile annual, quarterly and the rules and regulations promulgated thereunder with respect to the securities
offered pursuant to this Prospectus. This Prospectus, which is part of the
Registration Statement, does not contain all of the information set forth in
the Registration Statement and the exhibits and schedules thereto. For further
information with respect to the Company and the securities, reference is made
to the Registration Statement and such exhibits and schedules. Statements
contained in this Prospectus as to the contents of any contract or other
document which is filed as an exhibit to the Registration Statement are not
necessarily complete, and each such statement is qualified in its entirety by
reference to the full text of such contract or document.
The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith filesspecial reports,
proxy and information statements and other information with the Securities and Exchange
Commission. Such reports, proxyYou may read and information
statements and other information and the Registration Statement and exhibits
and schedules thereto filed by the Company with the Commission can be inspected
and copiedcopy any document we file at the Public Reference Section of the CommissionSEC's public
reference room at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,20549. You can
request copies of these documents by writing to the SEC and paying a fee for the
copying cost. Please call the SEC at 1-800-SEC-0330 for more information about
the operation of the public reference room. Our SEC filings are also available
to the public at the regional offices of the Commission located at 7 World Trade Center, 13th Floor,
New York, New York 10048 and at 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of such material can be obtained from the Public
Reference Section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. The Commission also
maintains a WebSEC's web site at (http:http://www.sec.gov) that contains reports, proxywww.sec.gov. In addition, you may
read and information statements and other information regarding registrants that file
electronically with the Commission. Such reports, proxy and information
statements and other information can also be inspectedcopy our SEC filings at the officesoffice of the New York Stock Exchange at 20
Broad Street, New York, New York 10005. Our website address is
http://www.camdenprop.com.
This Prospectus is only part of a Registration Statement on Form S-3 that
we have filed with the SEC under the Securities Act of 1933 and therefore omits
certain information contained in the Registration Statement. We have also filed
exhibits and schedules to the Registration Statement that are excluded from this
Prospectus, and you should refer to the applicable exhibit or schedule for a
complete description of any statement referring to any contract or other
document. You may inspect or obtain a copy the Registration Statement, including
the exhibits and schedules, as described in the previous paragraph.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filedSEC allows us to "incorporate by reference" the Companyinformation we file
with the Commission (File
No. 1-12110) areit, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference herein and shall be deemedis
considered to be a
part hereof:
(a) Annual Report on Form 10-K forof this Prospectus and the year ended December 31,
1996;
(b) Current Report on Form 8-K dated March 20, 1997, filedinformation we file later with
the Commission on March 21, 1997;SEC will automatically update and (c) The description ofsupersede this information. We incorporate
by reference the Common Shares contained indocuments listed below and any future filings made with the Company's Registration Statement on Form 8-A (File No.
1-12110).
All documents subsequently filed by the Company pursuant to SectionSEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act afterof 1934
subsequent to the date of this Prospectus and prior to the termination of this
offering shall be deemedof our common shares. The documents we are incorporating by reference
are:
SEC FILINGS (FILE NO. 1-12110) PERIOD
- ------------------------------ ------
Annual Report on Form 10-K Year ended December 31, 1997
Quarterly Reports on Form 10-Q Quarters ended March 31, 1998,
June 30, 1998 and September 30, 1998
Current Reports on Form 8-K Filed on February 5, 1998, April 22, 1998
and July 15, 1998
Form 8-A Filed on June 20, 1993
You may request a copy of these filings at no cost by writing or
telephoning G. Steven Dawson, Senior Vice President-Finance and Chief Financial
Officer, at the following address and telephone number:
Camden Property Trust
Three Greenway Plaza
Suite 1300
Houston, Texas 77046
(713) 354-2500
This Prospectus is part of a registration statement that we filed with the
SEC. You should rely only on the information incorporated by reference or
provided in this Prospectus or in any prospectus supplement. We have not
authorized anyone else to beprovide you with different information. You should not
assume that the information in this Prospectus or any prospectus supplement is
accurate as of any date other than the date on the front of those documents.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
We have made forward-looking statements in this Prospectus and in the
documents incorporated by reference in this Prospectus that are based upon the
beliefs and assumptions of, and on information available to, be a part hereof frommanagement, and are
subject to risks and uncertainties. Forward-looking statements include the
dateinformation concerning our possible or assumed future results of operations,
capital resources and portfolio performance, and those statements preceded by,
followed by or that include the words "may," "will," "could," "should,"
"believes," "expects," "plans," "seeks," "intends," "estimates", "anticipates"
or similar expressions, or by discussions of strategy, plans or intentions. For
those statements, we claim the protection of the filing of such documents. Any statementsafe harbor for forward-looking
statements contained in a document
incorporated by reference shall be deemedthe Private Securities Litigation Reform Act of 1995.
You should understand that the following important factors, in addition to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein or
in any other subsequently filed incorporated document or in an accompanying
prospectus supplement, if any, modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
UPON WRITTEN OR ORAL REQUEST OF ANY PERSON TO WHOM A PROSPECTUS IS
DELIVERED, INCLUDING ANY BENEFICIAL OWNER, THE COMPANY WILL PROVIDE, WITHOUT
CHARGE, A COPY OF THE DOCUMENTS WHICH HAVE BEEN INCORPORATED BY REFERENCE
(OTHER THAN EXHIBITS UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY
REFERENCE IN ANY SUCH DOCUMENT) IN THIS PROSPECTUS. REQUESTS FOR SUCH
DOCUMENTS SHOULD BE DIRECTED TO G. STEVEN DAWSON, SR. VICE PRESIDENT - FINANCE
AND CHIEF FINANCIAL OFFICER, CAMDEN PROPERTY TRUST, 3200 SOUTHWEST FREEWAY,
SUITE 1500, HOUSTON, TEXAS 77027, TELEPHONE NUMBER (713) 964- 3555.
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PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more
detailed information includedthose
discussed elsewhere in this Prospectus orand in the documents incorporated herein or therein by
reference. Unless the context otherwise requires, all
references in this Prospectusreference, could affect our future results, and could cause those results to the "Company" shall mean Camden Property Trust
and its subsidiaries on a consolidated basis (including Camden Operating, L.P.)
or, where the context so requires, Camden Property Trust only, and, as the
context may require, their predecessors.
This Prospectus, including incorporated documents, contains
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. The Company's actual results could
differ materially from those set forthexpressed in our forward-looking statements: risks
and uncertainties relating to the possible invalidity of the underlying beliefs
and assumptions, materially adverse changes in economic conditions in the
forward-looking statements.
Certain factors that might cause such a difference are discussedmarkets we serve, future conditions in our operating areas, competition from
others in the section
entitled "Risk Factors" on page 5multifamily real estate market, defaults or non-renewal of this Prospectus.
THE COMPANY
Camden Property Trust is a self-administeredleases,
increased interest rates and self-managed REIT
formed pursuantoperating costs, failure to the Texas Real Estate Investment Trust Act, as amended (the
"Texas REIT Act"). As of December 31, 1996, the Company ownedobtain necessary
outside financing, difficulties in identifying properties to acquire and operated 48
multifamilyin
effecting acquisitions, failure to successfully integrate acquired properties
(the "Operating Properties") containing 17,611 units
located in Houston, Dallas/Fort Worth, Austin, Corpus Christi, El Paso, Phoenix
and Tucson. The Operating Properties had a weighted average occupancy rate of
94.0% for the year ended December 31, 1996. The Company also had five
multifamily properties under development in Houston, Dallasoperations, risks and Phoenix (the
"Development Properties") which will, when completed, add 1,778 units to its
portfolio, and has one site in Denver which it intends to develop.
On December 16, 1996, the Company entered into an Agreement and Plan
of Merger with Paragon Group, Inc., a Maryland corporation ("Paragon"), which
was approved by the shareholders of both entities on April 15, 1997. Pursuant
to the Agreement and Plan of Merger, Paragon merged with and into a
wholly-owned subsidiary of the Company and each share of common stock, par
value $.01 per share, of Paragon was converted into the right to receive 0.64
common shares of the Company (the "Merger").
Paragon was a fully integrated REIT headquartered in Dallas, Texas
whose business was the operation,uncertainties affecting property development and
acquisition of multifamily
residential communities in the Southwest, Midwest, North Carolinaconstruction (including construction delays, cost overruns, inability to obtain
necessary permits and Florida.
Paragon was a self-administered and self-managed REIT that, as of December 31,
1996, owned (either directly or through interests in other entities) interests
in 57 multifamily residential communities totalling 15,954 apartment units (the
"Paragon Residential Properties") located in six states, with three additional
multifamily communities, totaling 856 residential units, under construction.
Paragon also had indirect minority ownership interests in three commercial
properties, including a 20% interest in a 401,625 square foot office building.
As of December 31, 1996, Paragon, through Paragon Residential Services, Inc.public opposition to such activities), managed 77 multifamily residential communities (including the Paragon
Residential Properties) located across the United States, containing
approximately 21,696 apartment units. Subsequent to December 31, 1996 and
prior to consummation of the Merger, three of Paragon's properties containing
835 units were sold and all three of Paragon's construction properties were
substantially complete and in lease-up, resulting in 15,975 units in its
portfolio at the date of the Merger.
Paragon conducted substantially all of its business through the
Operating Partnership, which Paragon controlled through wholly-owned
subsidiaries prior to the Merger. As a result of the Merger, the Units are
redeemable for cash or the Redemption Shares on the basis of one Unit for one
share at the Company's option.
Following the Merger, the Company had an interest in a multifamily
property portfolio which totalled 35,364 units as of April 15, 1997. The
Company is vertically integrated, with operations that encompass multifamily
property acquisition, development, construction services, management,
marketing, finance, leasing, brokerage and asset management. Camden's
principal executive offices are located at 3200 Southwest Freeway, Suite 1500,
Houston, Texas 77027, and its telephone number is (713) 964-3555.
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RISK FACTORS
An investment in Common Shares involves various risks, and prospective
investors should carefully consider the matters discussed under "Risk Factors"
prior to any investment in the Company.
TAX STATUS OF THE COMPANY
The Company intends at all times to operate so asfailure to qualify
as a REIT under the Code. IfInternal Revenue Code, environmental uncertainties, risks
related to natural disasters, financial market fluctuations, changes in real
estate and as long as the Company qualifies for taxation as a
REIT, the Companyzoning laws and increases in real property tax rates. Our success
also depends upon economic trends generally, will not be subject to federalincluding interest rates, income
tax laws, government regulation, legislation, population changes and other
factors. You are cautioned not to place undue reliance on that
portion of its ordinary income and capital gains that is currently distributedforward-looking
statements, which reflect management's analysis only. We assume no obligation to
its shareholders. REITs are subject to a number of highly technical and
complex organizational and operational requirements. Although the Company
believes it has operated, and intends to continue to operate, in such a manner
as to qualify as a REIT under the Code, no assurance can be given that the
Company has qualified and will at all times so qualify. If the Company fails
to qualify as a REIT in any taxable year, the Company will be subject to
federal income tax (including any applicable alternative minimum tax) on its
taxable income at regular corporate rates. Even if the Company qualifies for
taxation as a REIT, the Company may be subject to certain state and local taxes
on its income and property and to federal income and excise taxes on its
undistributed income. See "Federal Income Tax Considerations."
SECURITIES TO BE OFFERED
This Prospectus relates to the possible offer and sale from time to
time of 2,352,161 Redemption Shares by the Selling Shareholders. The
Redemption Shares are Common Shares that may be issued to the Selling
Shareholders in exchange for Units of limited partnership of the Operating
Partnership that the Selling Shareholders acquired prior to the merger of
Paragon with and into a wholly-owned subsidiary of the Company. The Company is
registering the sale by the Selling Shareholders of the Redemption Shares
pursuant to its obligations under a registration rights agreement. The Company
will not receive any proceeds from the sale of any Redemption Shares.
- 4 -update forward-looking statements.
2
86
RISK FACTORS
An investment in Common Sharesour shares involves various risks. Prospective
investorsYou should carefully
consider the following information in conjunction with the other information
contained or incorporated by reference in this Prospectus Summary and the attached Prospectus before making a
decision to purchase Common Shares.our shares.
POSSIBLE ADVERSE IMPACT OF MARKET CONDITIONS ON MARKET PRICE
The market value of the Common Sharesour shares could be substantially affected by general
market conditions, including changes in interest rates, government regulatory
action and changes in tax laws. An increase in market interest rates may lead
purchasers of the Common Sharesour shares to demand a higher annual yield on the price paid for
shares from distributions by the Company,dividends from us, which wouldcould adversely affect the market price of
the Common Shares.our shares.
UNCERTAINTIES RELATING TO INVESTMENTS IN REAL ESTATE
INVESTMENT RISKS
GENERAL.General. Real property investments are subject to varying degrees of risk.
The yields from equity investments in real estate depend on the amount of income
generated and expenses incurred. If the Company'sour properties do not generate income
sufficient to meet operating expenses, debt service and capital expenditures,
the Company'sour ability to make distributions to itsour shareholders will be adversely
affected. Income from properties may be adversely affected by the general
economic climate, local conditions such(such as oversupply of apartments or a
reduction in demand for apartments in the area,area), the attractiveness of the
properties to residents, competition from other available apartments, inability
to collect rent from residents, changes in market rental rates, the need to
periodically repair, renovate and relet space, and theour ability of the owner to pay for
adequate maintenance and insurance and increased operating costs (including real
estate taxes). The Company'sOur income also would be adversely affected if a significant
number of residents were unable to pay rent or apartments could not be rented on
favorable terms. Certain significant expenditures associated with each equity
investment (such as mortgage payments, if any, real estate taxes and maintenance
costs) are generally not reduced when circumstances cause a reduction in income
from the investment. If a property is mortgaged to secure payment of
indebtedness, and if the Company iswe are unable to meet itsour mortgage payments, we could
sustain a loss could be sustained as a result of foreclosure on the mortgage. In addition, income
from properties and real estate values also are affected by such factors as
applicable laws, including tax laws, interest rate levels and the availability
of financing.
The Company, inIn the normal course of itsour business, iswe continually evaluatingevaluate a number of
potential acquisitions and entering into non-binding
letters of intent and may at any time or from time to time enter into contracts
to acquire and may acquire additional properties. No assurance can be given,We cannot assure
you, however, that the Companywe will have the opportunity to continue to make suitable
property acquisitions on terms favorable to the Company.
ILLIQUIDITY OF REAL ESTATE.us.
Illiquidity of Real Estate. Real estate investments are relatively illiquid
and, therefore, will tend to limit theour ability of the Company to vary itsour portfolio promptly in
response to changes in economic or other conditions. In addition, the Internal
Revenue Code places limits on the Company'sour ability to sell properties that we have held
for fewer than four years, which may affect the Company'sour ability to sell properties
without adversely affecting returns to shareholders.
DEPENDENCE ON GEOGRAPHICAL REGIONS.shareholder return.
Dependence on Geographical Regions. The developed properties in the
Company'sour current
portfolio are located in the SouthwesternSouthwest, Southeast, Midwest and SoutheasternWestern regions of the United States, as well as in the Midwest region
of the United States, and consists of multifamily properties. A decline in the
economic conditions in those regions and inor the market for apartments thereinin these areas may have an
adverse impact on the performance of the portfolio of the Company.
ACQUISITION RISKS. As a result of the Merger, the Company has
increased its interest in a portfolio of apartment units from 17,611 units at
December 31, 1996 to 35,364 units at April 15, 1997. Several of the properties
acquired by the Company from Paragonour portfolio.
Development Risks. We are in markets where the Company has not
historically managed properties. Due primarily to the number and relative
geographic diversity of its properties after the Merger, the Company may not
have adequate management or other personnel or adequate systems or other
resources to manage its portfolio or its properties to the same level of
efficiency after the Merger, which could adversely affect operations and result
in less cash available for distributions to shareholders. Additionally, one of
the anticipated benefits of the Merger is the elimination of redundant
activities in the combined
- 5 -
9
organization and the resulting savings in costs and expenses. An inability to
achieve these savings could adversely affect the operating results and
financial performance of the Company.
DEVELOPMENT RISKS. As a result of the Merger, the Company obtained
ownership of Paragon's development properties. The Company will be subject to the risks of real estate development
with respect to such developmentthe properties includingwe are currently developing. These risks ofinclude
lack of financing, construction delays, budget overruns and lease-up. The CompanyWe will be
subject to similar risks in connection with any future development of other
properties.
BORROWING RISKS NO LIMITATION ON DEBT AND INCREASED INDEBTEDNESS. The Company intendsDUE TO FINANCING
No Limitation on Debt and Increased Indebtedness. We currently intend to
adhere to a policy of maintaining a debt-to-total-market-capitalization ratio of
less than 50%. However, theour organizational documents of the Company do not limit the amount or
percentage of indebtedness that itwe may incur. Therefore, the CamdenOur Board of Trust Managers (the "Camden Board") may
therefore change this policy without shareholder approval. Accordingly, the Companywe could
become more leveraged, resulting in an increased risk of default on itsour
obligations and in an increase in itsour debt service requirements, both of which
could adversely affect theour financial condition of the Company.
The Company hascondition.
3
7
We have maintained on a quarterly basis a financial structure with no more
than 40%45% total debt to total market capitalization since July 1993. AnyAn increase
in the Company's total debt to total market capitalization
as a result of the Company's assumption of Paragon's debt pursuant to the
Merger may have an adverse affect on the ability of the Company to meet its
current obligations. Additionally, an increase in the Company'sour total debt to total market capitalization may adversely affect the Company'sour
ability to access debt as well as equity capital markets in the future due to
the resulting decreased ability to service debt.
DEBT FINANCING AND EXISTING DEBT MATURITIES. The Company isDebt Financing and Existing Debt Maturities. We are subject to the risks
normally associated with debt financing, including the risk that the Company'sour funds from
operations might be insufficient to meet required payments of principal and
interest, the risk that existing indebtedness on itsour properties (which in all
cases will not have been fully amortized at maturity) might not be able to be
refinanced or that the terms of such refinancing might not be as favorable as
the terms of the existing indebtedness.
LIMITEDRESTRICTIONS ON CONTROL WITH RESPECT TOOF CERTAIN PROPERTIES
With respect to certaina significant number of theour properties, acquired from Paragon,
Paragon hadwe have invested
through a joint venture, partnership or limited liability companycompanies and limited partnerships in which Paragon ownedwe own
less than a 100% interest and wasare subject to
certain consent rights of the members or
partners with respect to certain major decisions affecting such properties.
Although the Operating Partnership haswe typically have control of majorthe day-to-day management decisions
relating to most of these partially ownedpartially-owned properties, it haswe have certain fiduciary
responsibilities to the other members or partners in those partnershipsentities that itwe will
need to consider when making decisions that affect those properties. The foregoingAlso, we
may result in decisions with respect to such properties
that do not fully reflect the interest of the Company and its shareholders at
such time, and may include decisions relating to the standards that the Company
is required to satisfy in order to maintain its status as a REIT for tax
purposes. Further, the Company acquiredacquire interests in some properties which the
Companythat we may be contractually restricted
from selling without the consent of
certain unrelated parties.
UNINSURED AND UNDERINSURED LOSSES COULD RESULT IN LOSS OF VALUE OF PROPERTY
The Company carriesWe carry comprehensive liability, fire, flood, extended coverage and rental
loss insurance with respect to itsour properties, and its management believes such
coverage is of the type and amount customarily obtained for or by an owner of
real property assets. SimilarWe intend to obtain similar coverage will be
obtained for properties acquiredwe
acquire in the future. However, there are certain types of losses, generally of
a catastrophic nature, such as losses from floods or earthquakes, that may be
uninsurable or not economically insurable. The
CamdenOur Board exercises its discretion in
determining amounts, coverage limits and deductibility provisions of insurance,
with a view to maintaining appropriate insurance on the Company'sour investments at a
reasonable cost and on suitable terms. This may result in insurance coverage
that in the event of a substantial loss would not be sufficient to pay the full
current market value or current replacement cost of the Company'sour lost investment.
Inflation,
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10 changes in building codes and ordinances, environmental
considerations and other factors also might make it infeasible to use insurance
proceeds to replace thea property after such propertyit has been damaged or destroyed.
POSSIBLE ENVIRONMENTAL LIABILITIES
Under various federal, state and local laws, ordinances and regulations, an
owner of real estate is liable for the costs of removal or remediation of
certain hazardous or toxic substances on or in such property. Such laws often
impose such liability without regard to whether the owner knew of, or was
responsible for, the presence of such hazardous or toxic substances. The
presence of such substances, or the failure to properly remediate such
substances, may adversely affect the owner's ability to sell or rent such
property or to borrow using such property as collateral. All of theour properties
of the Company
have been subjected to Phase I or similar environmental audits (which involve
inspection without soil sampling or ground water analysis) by independent
environmental consultants. None of the environmental audit reports have revealed
any significant environmental liability, nor is the Companyare we aware of any environmental
liability with respect to itsour properties that the
Company's management believes could have a
material adverse effect on the
Company'sour business, assets or results of operations. No assurance can be givenWe
cannot assure you that existing environmental studies with respect to such
properties reveal all environmental liabilities or that any prior owner of any
such property did not create any material environmental condition not known to
the Company.us.
POTENTIAL EFFECT ON COSTS AND OUR INVESTMENT STRATEGY OF COMPLIANCE WITH FAIR HOUSING AMENDMENTS ACT AND SIMILAR LAWS
BENEFITTING DISABLED PERSONS
A number of federal, state and local laws exist which may require
modifications to(including the properties owned by the Company or restrict certain
further renovations thereof, with respect to access thereto by disabled
persons. The Fair Housing Amendments Act (the "FHA") imposes certain
requirements related to access by physically handicapped persons on multifamily
properties first occupied after March 13, 1991 or for which construction
permits were obtained after June 15, 1990. Noncompliance with the FHA could
result in the imposition of fines or the award of damages to private litigants.
The Company believes that its properties that are subject to the FHA are in
compliance with such law.
The Americans with
Disabilities Act of 1990 (the "ADA") requires
public accommodations1990) and regulations exist that may require modifications
to meetexisting buildings or restrict certain federal requirements relatedrenovations by requiring improved
access to access
and usesuch buildings by disabled persons. These requirements became effective in 1992.
Compliance with the ADA couldpersons and may require removal ofother structural
barriers to
handicapped access in certain public areas of properties owned by the Company
where such removal is readily achievable. The ADA does not, however, consider
residential properties, such as multifamily properties, to be public
accommodations or commercial facilities, exceptfeatures that add to the extent portionscosts of such
facilities are open tobuildings under construction. Legislation or
regulations adopted in the public. Failure to comply with the ADA could result
in an imposition of fines or the award of damages to private litigants. If
required changes involve greater expenditures than the Company currently
anticipates, or if the changes must be made on a more accelerated basis than it
anticipates, the Company's ability to make expected distributions could be
adversely affected. The Company believes that its competitors face similar
costs in complying with the requirements of the ADA.
Additional and future legislation may impose otherfurther burdens or restrictions on
ownersus with respect to improved access by disabled persons.person. The ultimate costs of complyingcompliance
with the FHA, ADAthese laws and other similar legislation are not
currently ascertainableregulations may be substantial, and while such costs are not expected to have a
material effect on the Company, such costs could be substantial. Limitationslimits or restrictions
on theconstruction or completion of certain renovations may limit applicationimplementation of
the Company'sour investment strategy in certainsome instances or reduce overall returns on our
investments, which could have a material adverse effect on us and our ability to
4
8
make distributions to our shareholders and pay amounts due on our debt. We
believe that the Company's investments.costs of compliance with laws benefitting disabled persons
should not have a material adverse effect on us. This conclusion is based on
currently available information, and we cannot assure you that further review of
our properties, or future legal interpretations or legislative changes, will not
significantly increase our costs of compliance.
ADVERSE CONSEQUENCES OF FAILURE TO QUALIFY AS A REIT
The Company believesWe believe that it haswe have operated so as to qualify as a REIT under the
Internal Revenue Code since itsthe time of our formation. Although management
of the Company
believes that the Company iswe are organized and isare operating in such a manner, no
assurance can be givenwe cannot
assure you that the Companywe will be able to continue to operate in a manner so as to
qualify or remain so qualified. Qualification as a REIT involves the application
of highly technical and complex provisions of the Internal Revenue Code provisions for
which there are only limited judicial or administrative interpretations, and the
determination of various factual matters and circumstances not entirely within
the Company'sour control. For example, in order to qualify as a REIT, at least 95% of the Company'sour
gross income in any year must be derived from qualifying sources and the Companywe must
make distributions to shareholders aggregating annually at least 95% of itsour REIT
taxable income (excluding net capital gains). In addition, no assurance can
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11
be givenwe cannot assure that
new legislation, regulations, administrative interpretations or court decisions
will not change the tax laws with respect to qualification as a REIT or the
federal income tax consequences of such qualification. The Company,We are not, however, is not
aware of any currently pending tax legislation that would adversely affect itsour
ability to continue to qualify as a REIT.
For any taxable year that the Company failswe fail to qualify as a REIT, the
Company willwe would be subject
to federal income tax (including any applicable alternative minimum tax) on itsour
taxable income at corporate rates. In addition, unless entitled to relief under
certain statutory provisions, the Company also
willwe would be disqualified from treatment as a REIT
for the four taxable years following the year during which qualification is
lost. This treatment would reduce theour net earnings of the Company available for investment or
distribution to shareholders because of the additional tax liability to the Company for the
year or years involved. In addition, distributions would no longer wouldqualify for
the dividends paid deduction nor be required to be made. To the extent that
distributions to shareholders would have been made in anticipation of the Company'sour
qualifying as a REIT, the Companywe might be required to borrow funds or to liquidate
certain of itsour investments to pay the applicable tax.
See "Federal Income Tax Considerations."
OWNERSHIP LIMITSPROVISIONS THAT COULD LIMIT A CHANGE IN CONTROL OR DETER A TAKEOVER
In order to maintain the Company'sour qualification as a REIT, not more than 50% in
value of itsour outstanding shares may be owned, directly or indirectly, by five or
fewer individuals (as defined in the Internal Revenue Code to include certain
entities). To minimize the possibility that the Companywe will fail to qualify as a REIT
under this test, the Company's Amended and Restatedour Declaration of Trust (the "Declaration of Trust") authorizes the Camden Board to take such
action as may be required to preserve itsour qualification as a REIT. Moreover, theOur
Declaration of Trust, subject to certain exceptions, also provides that no
holder may own, or be deemed to own, more than 9.8% of theour total outstanding
Shares (as defined in the Declaration of Trust) of the Company.capital shares. These ownership limits, as well as theour ability of the Company to issue other
classes of equity securities, may delay, defer or prevent a change in control
of the Company and may also deter tender offers for the Common Shares,our shares, which offers may be attractive
to the shareholders,you, or limit theyour opportunity of
shareholders to receive a premium for their Common Sharesyour shares that
might otherwise exist if an investora third party were attempting to effect a change in
control transaction. See "Description of the
Company.
CONSEQUENCES OF FAILURECapital Shares--Restrictions on
Ownership."
UNCERTAINTIES RELATING TO QUALIFY THE OPERATING PARTNERSHIP AS A PARTNERSHIP
If the Internal Revenue Service (the "IRS") were to challenge
successfully the tax status of the Operating Partnership as a partnership for
federal income tax purposes, the Operating Partnership would be taxable as a
corporation. In such event, since the value of the Company's ownership
interest in the Operating Partnership could exceed 5% of the value of its
assets, the Company could cease to qualify as a REIT. The same consequence
could follow from a determination that the Company owned more than 10% of the
voting stock of the Operating Partnership when treated as a corporation. In
addition, the imposition of a corporate tax on the Operating Partnership would
likely reduce the cash available for distribution to shareholders. See
"Federal Income Tax Considerations."
COMPETITIONOUR COMPETITORS
All of theour properties of the Company are located in developed areas. There are numerous
other multifamily properties and real estate companies within theour market area of each such property which compete with the Companyareas
for residents and development and acquisition opportunities, some of whom may
have greater resources than the Company.we do. The number of competitive multifamily
properties and real estate companies in such areas could have a material effect
on the Company'sour ability to rent its apartments, its ability to raise or maintain the rents charged and
its development and acquisition opportunities.
UNCERTAINTIES RELATING TO CHANGES IN POLICIES
TheOur major policies, of the Company, including its policies with respect to acquisitions,
financings, growth, operations, development, debt capitalization and
distributions, are determined by the Camdenour Board. The
Camden Board may from time to time
amend or revise these and other policies without a vote of the shareholders of the Company.shareholder vote.
Accordingly, shareholdersyou will have no control over changes in these and similar
policies, of the Company,
and changes in the Company'sour policies may not fully serve the interest of all
shareholders.
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129
THE COMPANY
Camden Property Trust is a self-administeredHouston-based REIT that owns, develops,
acquires, manages, markets and self-managed REIT
formed pursuant todisposes of multifamily apartment communities in
the Texas REIT Act. Unless the context otherwise requires,
all references herein to the "Company" shall mean Camden Property TrustSouthwest, Southeast, Midwest and its
subsidiaries, and "Centeq" shall mean Centeq Investments, Inc. and its
predecessors and related affiliates, partnerships and companies. As of
December 31, 1996, the Company owned and operated 48 Operating Properties
containing 17,611 units located in Houston, Dallas/Fort Worth, Austin, Corpus
Christi, El Paso, Phoenix and Tucson. The Operating Properties had a weighted
average occupancy rate of 94.0% for the year ended December 31, 1996. The
Company also had five Development Properties in Houston, Dallas and Phoenix
which will, when completed, add 1,778 units to its portfolio, and has one site
in Denver which it intends to develop. The Company is vertically integrated,
with operations that encompass multifamily property acquisition, development,
construction services, management, marketing, finance, leasing, brokerage and
asset management.
The Company was formed in 1993 to continue the multifamily property
acquisition, development, management and marketing operations and related
business objectives and strategies of Centeq (the "Multifamily Operations").
Upon completionWestern regions of the Company's initial public offeringUnited States. At
September 30, 1998, we owned interests in, July 1993 and the
concurrent completion of the transactions involved in the formation of the
Company (the "Formation Transactions"), the Company succeeded to the
Multifamily Operations of Centeq and owned and operated 20 properties located
in the Houston, Dallas and Austin metropolitan areas containing 7,054 units and
owned contracts to purchase two development properties. The predecessors of
Centeqor were formed in 1982 by Richard J. Campo, the Company's Chairman of the
Board of Trust Managers and Chief Executive Officer, and D. Keith Oden, the
Company's President and Chief Operating Officer, to provide real estate
services to owners and financial institutions. Centeq was involved in the
acquisition, development, management and marketing of approximately 28developing 165
multifamily properties containing 8,564 units56,750 apartment homes located in certain major Texas and other
markets and thenine states.
Fourteen of our multifamily properties containing 5,680 apartment homes were
under development marketing and management of a number of other
types ofat September 30, 1998. We have several additional sites which
we intend to develop into multifamily apartment communities. Additionally, we
managed 2,377 apartment homes in six properties including office facilities, high-rise condominiums and
research facilities. The Company is operated under the direction of Messrs.
Campo and Oden and a management team consisting of substantially all of the
former personnel of Centeq.for third parties at September
30, 1998.
RECENT TRANSACTIONS
On December 16, 1996, the Company entered into an Agreement and Plan
of Merger with Paragon, whichApril 8, 1998, Oasis Residential Inc. ("Oasis") was approved by the shareholders of both entities
on April 15, 1997. Pursuant to the Agreement and Plan of Merger, Paragon merged with and into
aone of our wholly-owned subsidiary of the Company andsubsidiaries. In this merger, each then outstanding
share of Oasis common stock par value $.01 perwas exchanged for 0.759 of a common share. Each
share of ParagonOasis Series A Cumulative Convertible Preferred Stock outstanding on
April 8, 1998 was convertedreissued as a Camden Series A Cumulative Convertible Preferred
Share with comparable terms and conditions as previously existed with respect to
the Oasis preferred stock. We issued 12,392,893 common shares and 4,165,000
preferred shares in exchange for Oasis's outstanding common and preferred stock,
respectively. We assumed approximately $484 million of Oasis debt, at fair
value, in the merger. In connection with the merger, we obtained a managing
member interest in Oasis Martinique. The remaining interest, comprising 886,022
Units, each of which is exchangeable into 0.759 of a common share, is held by
the right
to receive 0.64 Common Shares.
ParagonSelling Holders. Oasis, a Nevada corporation, was a fully integrated REIT
headquartered in Dallas, TexasLas Vegas, Nevada whose business was the operation development and
acquisitiondevelopment of multifamily residential communities in the Southwest, Midwest, North CarolinaLas Vegas, Denver and
Florida.
Paragon was a self-administered and self-managed REIT that, asSouthern California. As of December 31,
1996,April 8, 1998, Oasis owned (either directly or through interests in other entities) interests52 completed
multifamily properties, with one additional multifamily property under
construction.
In connection with the merger with Oasis, on June 30, 1998, we completed a
transaction in 57 Paragon Residential Properties totalling 15,954which we transferred into a joint venture investment with a
private limited liability company 19 apartment unitscommunities previously owned by
Oasis, containing 5,119 apartment homes located in six states, with three additional multifamily communities, totaling 856
residential units, under construction. Paragon also had indirect minority
ownership interests in three commercial properties, includingLas Vegas, for an aggregate
of $248 million. We retained a 20% interest in a 401,625 square foot office building. Asthis limited liability company.
This transaction was funded with capital invested by the limited liability
company members, the assumption of December 31, 1996, Paragon,
through Paragon Residential Services, Inc., managed 77 multifamily residential
communities (including$9.9 million of existing nonrecourse
indebtedness, the Paragon Residential Properties) located acrossissuance of 17 nonrecourse cross collateralized and cross
defaulted loans totaling $180 million and the United States, containing approximately 21,696 apartment units. Subsequentissuance of two nonrecourse second
lien mortgages totaling $7 million. We used the net proceeds from this
transaction to December 31, 1996reduce our outstanding debt by $124 million, including the $9.9
million of existing indebtedness noted above, and priorset aside $112 million into an
escrow account that may be used to consummationmake tax-free exchange acquisitions or to
further reduce debt if the exchange acquisitions are not completed. We utilized
$76.9 million of the Merger, threeescrow funds to purchase two properties, which closed in
July 1998. We continue to provide property management services for these assets.
On April 15, 1997, we acquired, through a tax-free merger, Paragon Group,
Inc. ("Paragon"), a Dallas-based multifamily REIT. The acquisition increased the
size of Paragon'sour portfolio from 53 to 103 multifamily properties, containing 835 units were sold and from 19,389 to
35,364 apartment homes. Each share of Paragon common stock outstanding on April
15,1997 was exchanged for 0.64 of a common share. In this transaction, we issued
9.5 million common shares in exchange for all three of Paragon's
construction properties were substantially completethe outstanding shares of
Paragon common stock and in lease-up, resulting
in 15,9752.4 million limited partnership units in its portfolio at the dateCamden
Operating, L.P. and assumed approximately $296 million of the Merger.
Paragon conducted substantially all of its business through the
Operating Partnership, which Paragon controlled through wholly-owned
subsidiaries prior to the Merger. As a result of the Merger, the Units are
redeemable for cash or the Redemption Shares on the basis of one Unit for one
share at the Company's option. Following the Merger, the Company had an
interest in a multifamily property portfolio which totalled 35,364 units as of
April 15, 1997.
The Companydebt.
OTHER INFORMATION
We elected to be taxed as a REIT for federal income tax purposes for itsour
taxable year ended December 31, 1996,1997, and expectsexpect to continue to elect such
status. Although the Company believeswe believe that it waswe were organized and hashave been operating in
conformity with the requirements for qualification as a REIT under the Internal
Revenue Code, no assurance can be given that the Companywe will continue to qualify as a
REIT. Qualification as a REIT involves application of highly technical and
complex Internal Revenue Code provisions for which there are only limited
judicial or administrative interpretations. If in any taxable year - 9 -
13
the Companywe would fail
to qualify as a REIT, the Companywe would not be allowed a deduction for distributions to
shareholders for computing taxable income and would be subject to federal
taxation at regular corporate rates. Unless entitled to relief under certain
statutory provisions, the Companywe would also be disqualified from treatment as a REIT for
the four taxable years following the year during which qualification was lost.
As a result, the Company'sour ability to make distributions to itsour shareholders would be
adversely
6
10
affected. See "Risk Factors--Adverse Consequences of Failure to Qualify as a
REIT" and "Certain Federal Income Tax Considerations--Failure to Qualify as
REIT."
To ensure that the Company qualifieswe qualify as a REIT, transfer of the Common
Sharesour capital shares is
subject to certain restrictions, and ownership of the outstanding Shares (as defined in the Declaration of Trust)capital shares by
any single person is limited to 9.8% of the total number of outstanding Shares,shares,
subject to certain exceptions. As provided in theour Declaration of Trust, any
purported transfer in violation of thethese above-described ownership limitations
shallwill be void. The Common SharesSee "Risk Factors--Provisions that Could Limit a Change in Control
or Deter a Takeover" and "Description of the CompanyCapital Shares--Restrictions on
Ownership."
Our common shares are listed on the NYSENew York Stock Exchange under the
symbol "CPT." On February 5, 1997,December 8, 1998, we announced that our Board of Trust Managers
had declared a fourth quarter dividend of $0.505 per common share. On January
15, 1999, dividends will be paid to all holders of record of common shares as of
December 22, 1998, and an equivalent amount per unit will be paid to holders of
Units of limited liability company interest in Oasis Martinique and units of
limited partnership interest in Camden Operating, L.P. This dividend to holders
of common shares or units equates to an annualized dividend rate of $2.02 per
common share or unit.
Our preferred shares are listed on the CompanyNew York Stock Exchange under the
symbol "CPTPrA." On December 8, 1998, we announced an anticipatedthat our Board of Trust
Managers had declared a quarterly dividend increase from $1.90on our preferred shares of $0.5625
per share, which is payable on February 15, 1999 to $1.96 for 1997. On March 17, 1997,
the Company declared its quarterly dividend ($0.49 per Common Share) for the
first quarter of 1997. The dividend was paid on April 17, 1997 toall preferred shareholders
of record as of March 31, 1997. The Company intendsDecember 22, 1998. This dividend to holders of preferred shares
equates to an annualized dividend rate of $2.25 per preferred share.
We intend to continue making regular quarterly distributions to its shareholders. Distributionsour
shareholders and unitholders. However, distributions depend upon a variety of
factors, and there can be no assurance that distributions will be made.
The Company's principal executive offices are located at 3200
Southwest Freeway, Suite 1500, Houston, Texas 77027 and its telephone number is
(713) 946-3555.USE OF PROCEEDS
We will not receive any proceeds from the issuance of common shares to the
Selling Holders or from the sale of our common shares by the Selling Holders,
but we have agreed to pay certain registration expenses. We will acquire
additional Units in exchange for any common shares that we may issue to the
Selling Holders under this Prospectus.
DESCRIPTION OF SECURITIES TO BE REGISTERED
TheCAPITAL SHARES
Our Declaration of Trust of the Company provides that the Companywe may issue up to 110,000,000
shares of beneficial interest, par value $.01 per share, consisting of
100,000,000 common shares and 10,000,000 preferred shares. At September 30,
1998, 44,516,149 Common Shares and 10,000,000 preferred shares
of beneficial interest, par value $.01 per share ("Preferred Shares"). At
December 31, 1996, 16,521,366 Common Shares were issued and outstanding and no4,165,000 Series A Cumulative Convertible
Preferred Shares were issued and outstanding.
At April 15, 1997, 26,320,099
Common Shares were issued and outstanding following the Merger.
The following description of the Common Sharescommon and preferred shares sets forth certain
general terms and provisions of the Common Shares.such shares. The statements below describing the Common Sharesour
shares are in all respects subject to and qualified in their entirety by
reference to the applicable provisions of the Company'sour Declaration of Trust, andSecond
Amended and Restated Bylaws.
GENERALBylaws and Statement of Designation, Preferences and Rights
of Series A Cumulative Convertible Preferred Shares of Beneficial Interest, each
of which is incorporated by reference as an exhibit to the Registration
Statement of which this Prospectus is a part.
COMMON SHARES
Subject to the provisions of theour Declaration of Trust regarding Excess
Securities (as defined therein), holders of Common Sharescommon shares are entitled to such
dividends, in cash, property or shares of beneficial interest, as may be
declared from time to time by the Camdenour Board. The Company isWe are prohibited from declaring or
paying any dividend when the Company iswe are unable to pay itsour debts as they become due in
the usual course of business or when the payment of such dividend would result
in the Companyour becoming unable to pay itsour debts as they become due in the usual course
of business. Payment and declaration of dividends on the Common Sharesour common shares and purchasesour
purchase of common shares thereof by the Company will be subject to certain restrictions if the Company failswe fail to
pay dividends on the Preferred Shares.our preferred shares. In the event of any liquidation, dissolutionwe liquidate, dissolve or
winding-up of thewind-up our affairs, of the Company, holders of Common Sharescommon shares will be entitled to share equally
and ratably in theour assets of the Company remaining after provision for liabilities to creditors
and payment of liquidation preferences to holders of Preferred Sharespreferred shares or senior
debt securities and subject to the provisions of theour Declaration of Trust
regarding Excess Securities. Each outstanding Common Sharecommon share entitles the holder
to one vote on all matters submitted to a vote of shareholders, including the
election or removal of Trust Managers, amendments to theour Declaration of Trust,
proposals to terminate, reorganize, merge or consolidate the Company or to sell or dispose
of substantially all of the Company'sour property and with respect to certain business
7
11
combinations. There is no cumulative voting in the election of Trust Managers.
The CompanyWe will have perpetual existence unless and until dissolved and terminated. Upon
our receipt by the Company of lawful payment therefor (including, without limitation, Units of
limited liability company interest in Oasis Martinique or units of limited
partnership in theCamden Operating, PartnershipL.P. upon redemption), the Redemption Sharescommon shares will,
when issued, be fully paid and nonassessable, and will not be subject to
redemption except (as described in theour Declaration of Trust) as necessary to
preserve the Company'sour status as a REIT. A shareholderNone of the
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14
Companyour shareholders has no preemptive rights to
subscribe for additional Common Sharescommon shares or other securities of the Company except as may be
granted by the Camdenour Board.
PREFERRED SHARES
Our Declaration of Trust authorizes 10,000,000 preferred shares. Our
Declaration of Trust also authorizes us to issue one or more series of preferred
shares, each such series to consist of such number of shares as is determined by
resolution of our Board. The preferred shares of each such series will have such
designations, preferences, conversion, exchange or other rights, relations,
limitations as to dividends, qualifications or terms, or conditions of
redemption thereof, as shall be stated by our Board in the resolutions providing
for the issuance of such series of preferred shares. The issuance in the future
of preferred shares or the designation of authorized but unissued preferred
shares with voting and other rights that may be established by our Board in its
discretion without shareholder approval may be used by us to create voting
impediments or otherwise delay or prevent a change in control.
SERIES A PREFERRED SHARES
The Series A Preferred Shares are fully paid and nonassessable and no
holder of Series A Preferred Shares has any preemptive right to subscribe to any
securities. Unless converted into common shares or redeemed, our Series A
Preferred Shares have a perpetual term, with no maturity.
Maturity; Redemption. Our Series A Preferred Shares have no stated
maturity, and are not subject to any sinking fund or mandatory redemption. The
shares are not redeemable prior to April 30, 2001 after which date, we may, at
our option, redeem the shares, in whole or in part, either for (i) the number of
common shares equal to the per share liquidation preference of the preferred
shares to be redeemed (without regard to any accumulated, accrued and unpaid
cash dividends to the date of redemption) divided by $32.4638 (which price is
subject to adjustment) or (ii) $25.00 in cash, plus any accumulated, accrued and
unpaid dividends.
Ranking; Liquidation Preference. Our Series A Preferred Shares will rank
senior to our common shares with respect to payment of dividends and amounts
upon our liquidation, dissolution or winding up. Upon any such event, the
holders of Series A Preferred Shares will be entitled to receive a liquidation
preference of $25.00 per share plus an amount equal to all accumulated, accrued
and unpaid dividends, and no more.
Dividends. Holders of Series A Preferred Shares will be entitled to
receive, when as and if declared by our Board, cumulative cash dividends payable
in an amount per share equal to the greater of (i) $0.5625 per quarter
(equivalent to $2.25 per annum) or (ii) the cash dividends paid or payable on a
number of our common shares equal to the number of common shares into which a
Series A Preferred Share is convertible.
Voting Rights. Holders of our Series A Preferred Shares do not have any
voting rights, except if the dividends are in arrears for six or more quarterly
periods, in which case such holders may vote for the election of a total of two
additional Trust Managers.
Conversion. Holders of Series A Preferred Shares may convert each of their
shares at any time up to the redemption date for such shares into 0.7701 of a
common share, subject to adjustment.
RESTRICTIONS ON OWNERSHIP
For the Companyus to qualify as a REIT under the Internal Revenue Code, not more than
50% in value of itsour outstanding Sharescapital shares may be owned directly or
indirectly, by five or fewer individuals (as defined in the Internal Revenue
Code to include certain entities) during the last half of a taxable year, and
such Sharesshares must be beneficially owned by 100 or more persons during at least
335 days of a taxable year of 12 months, or during a proportionate part of a
shorter taxable year.
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12
Because the Camdenour Board believes it is essential for the Companyus to continue to qualify as
a REIT, theour Declaration of Trust, subject to certain exceptions, provides that
no holder may own, or be deemed to own by virtue of the attribution provisions
of the Internal Revenue Code, more than 9.8% (the "Ownership Limit")
of theour total outstanding Shares. Thecapital
shares. Our Trust Managers are not permitted to waive the Ownership Limit.9.8% ownership limit.
Any transfer of Sharesshares that would: (i) create a direct or indirect ownership of
Shares in excess of the Ownership Limit;9.8% ownership limit; (ii) result in the Sharesour shares being
owned by fewer than 100 persons; (iii) result in the Companyour being "closely held" within
the meaning of Section 856(h) of the Internal Revenue Code; or (iv) result in
theour disqualification of the Company as a REIT, shallwill not be null and
void,valid, and the intended transferee
will acquire no rights in the Shares,shares, except as provided in the Declaration of
Trust regarding Excess Securities.
The Company'sOur Declaration of Trust provides that Sharescapital shares owned, or deemed to
be owned, or transferred to a shareholder in excess of the Ownership
Limit9.8% ownership limit
will automatically be deemed to be Excess Securities and as such will be deemed
to have been transferred to the Companyus as trustee of a trust for the exclusive benefit
of the transferees to whom such Sharesshares may ultimately be transferred without
violating the Ownership Limit.this ownership limit. For purposes of such
Ownership Limit,this ownership limit,
convertible securities will be treated as if such securities had been converted
in calculating the Ownership Limit.ownership limit. While the Excess Securities are held in
trust, they will not be entitled to vote (except as required by law), and they
will not be entitled to participate in dividends or other distributions. Any
dividend or distribution paid to a proposed transferee of Excess Securities
prior to the discovery by the Companyus that Sharesshares have been transferred in violation of
the provisions of the Company'sour Declaration of Trust shallmust be repaid to the Companyus upon demand. The
original transferee-shareholder may, at any time the Excess Securities are held
by the
Companyus in trust, transfer the interest in the trust representing the Excess
Securities to any individual whose ownership of the Sharesshares that have been deemed
to be Excess Securities would be permitted under the Ownership Limit,9.8% ownership limit, at a
price not in excess of the price paid by the original transferee-shareholder for
the Sharesshares that were exchanged into Excess Securities. Immediately upon the
transfer to the permitted transferee, the Excess Securities will automatically
be deemed to be Sharesshares of the class from which they were converted. If the
foregoing transfer restrictions are determined to be void or invalid by virtue
of any legal decision, statute, rule or regulation, then the intended
transferee-shareholder of any Excess Securities may be deemed, at theour option, of the Company, to
have acted as an agent on behalf of the Companyus in acquiring the Excess Securities and to
hold the Excess Securities on behalf of
the Company.our behalf.
In addition to the foregoing transfer restrictions, the Companywe will have the right,
for a period of 90 days during the time any Excess Securities are held by the Companyus in
trust, to purchase all or any portion of the Excess Securities from the original
transferee-shareholder at the lesser of the price paid for the Sharesshares by the
original transferee-shareholder and the market price (as determined in the
manner set forth in theour Declaration of Trust) of the Sharesshares on the date the Company exercises itswe
exercise our option to purchase. The 90-day period begins on the later of the
date of the violative transfer or date the
Camdenour Board determines that a violative
transfer has been made.
All certificates representing the Common Sharescommon and preferred shares will bear a
legend referring to the restrictions described above.
Each shareholder shallwill upon demand be required to disclose to the
Companyus in writing
any information with respect to the direct, indirect and constructive ownership
of beneficial interests as the Camdenour Board deems necessary to comply with the
provisions of the Internal Revenue Code applicable to REITs, to comply with the
requirements of any taxing authority or governmental agency or to determine any
such compliance.
The Ownership Limit9.8% ownership limit may have the effect of precluding acquisition of
control of the Company unless the Camdenour Board and the shareholders determine that maintenance of REIT
status is no longer in theour best interest of the
Company.
- 11 -
15interest. See "Risk Factors--Provisions that
Could Limit a Change in Control or Deter a Takeover."
SHAREHOLDER LIABILITY
TheOur Declaration of Trust provides that no shareholder shallwill be personally or
individually liable in any manner whatsoever for any debt, act, omission or
obligation incurred by the Companyus or the Camdenour Board. A shareholder shall be under no
obligation to the Companyus or to itsour creditors with respect to such Sharesshares other than the
obligation to pay to the Companyus the full amount of the consideration for which such
Sharesshares were issued or to be issued. By statute, the State of Texas provides
limited liability for shareholders of a REIT organized under the Texas REITReal
Estate Investment Trust Act.
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TRANSFER AGENT AND REGISTRAR
American Stock Transfer & Trust Company or its successor is the transfer
agent and registrar for the Common Shares.
REGISTRATION RIGHTScommon and preferred shares.
EXCHANGE OF UNITS
The registrationdescription of the Redemption Shares pursuant to the registration
statement of which this Prospectus is a part is made pursuant to the Company's
obligations with respect to certain Selling Shareholders under the termsexchange rights of a registration rights agreement dated April 15, 1997 (the "Registration Rights
Agreement"). The following summaryholder of Units provided below
does not purport to be complete and is subject to and qualified in its entirety
by reference to the Registration Rights Agreement.
Under the RegistrationExchange Rights Agreement, dated as of October 23, 1997,
among Oasis, Oasis Martinique and the unitholders named therein (the "Exchange
Agreement"), and the Amended and Restated Limited Liability Company Agreement of
Oasis Martinique, LLC, dated as of October 23, 1997 (the "LLC Agreement"), each
of which is obligatedincorporated by reference as an exhibit to
cause to be filed, within five business days after the date thereof, a
registration statement under Rule 415 under the Securities Act covering the
offer and sale by the Selling Shareholders of the Redemption Shares which the
Selling Shareholders may acquire in exchange for their Units. The Company is
further obligated to use its best efforts to cause such registration statement
to be declared effective by the Commission as soon as practicable and to keep
such registration statement continuously effective until the earlier of (i)
such time as the Form S-3 Registration Statement (or similar successor form of
registration statement) is not available to the Company for registration of the
Redemption Shares, or (ii) the later of the date on which all of such Selling
Shareholders have (A) exchanged their Units for Redemption Shares that are
registered under the Securities Act upon such redemption, (B) redeemed all of
their Units and consummated the sale of any Redemption Shares received upon
such redemption, if they receive Redemption Shares that are not registered
under the Securities Act upon such redemption or (C) consummated the sale of
all of their Redemption Shares to a person or persons, or an entity or
entities, that is not an affiliate or are not affiliates, as the case may be,
of the Company. If a Registration Statement on Form S-3 (or similar form) does
not continue to be available to the Company for registration of the Redemption
Shares, then the Selling Shareholders will be entitled to certain demand and
piggyback registration rights. As a result of the filing and effectiveness of the Registration
Statement of which this Prospectus is a part,part.
Each unitholder has the right, beginning on December 25, 1998, to require
us to acquire all or a portion of the Units held by it in exchange for, at our
election, cash or our common shares. No unitholder effecting an exchange of all
or a portion of the Units held by it is entitled to tender less than 1,000 Units
for exchange at any Redemption
Shares soldone time unless such lesser amount is all of the Units then
owned by the Selling Shareholders pursuant toexchanging holder. As of the date of this Prospectus, the Selling
Holders own 886,022 Units. Upon exchange, the exchanging holder will no
longer be entitledreceive
either that number of common shares determined by multiplying the number of
Units tendered by an adjustment factor or, at our election of an amount of cash
equal to the benefitsmarket value of such number of shares. As of the Registration Rights Agreement.
Pursuantdate of this
Prospectus, the adjustment factor is 0.759; however, the adjustment factor will
be adjusted to account for the economic effect of any (i) split or subdivision
of our common shares, (ii) reverse share split or other combination of
outstanding common shares or (iii) payment of dividends in our common shares to
holders of our common shares. If we elect to deliver cash in lieu of all or any
portion of the shares, the exchanging holder will receive shares valued at the
average of the daily closing prices for the 10 consecutive business days
commencing 15 business days before the date of tender.
Our acquisition of the Units, whether they are acquired for common shares
or cash, will be treated as a sale of the Units to us for federal income tax
purposes. See "Certain Federal Income Tax Considerations--Tax Consequences of
the Exercise of Exchange Rights."
An exchanging holder effecting an exchange of all or a portion of the Units
held by it must deliver to us an Exercise Notice, substantially in the form of
Exhibit B to the Registration Rights Agreement, the Company is
obligated to bear all expenses of effecting the registrationExchange Agreement. Within 10 business days after our receipt
of the Redemption
Shares (other than brokerage and sales commissions and transfer taxesExercise Notice, we will deliver a Response Notice in the form of any
kind and other than for any legal and other expenses incurred by the Selling
Shareholders). The Company also has agreed to indemnify the Selling
Shareholders under the Registration Rights Agreement against certain losses,
liabilities, claims, damages and expenses arising under the securities laws in
connection with the Registration Statement or this Prospectus, subject to
certain limitations. In addition, each Selling Shareholder under the
Registration Rights Agreement has agreed to indemnify the Company and its
respective trust managers, officers and any person who controls the Company
against all losses, liabilities, claims, damages and expenses arising under the
securities laws insofar as such loss, claim, damage or expense relates to
written information furnishedExhibit
A to the Company by such Selling Shareholder for
useExchange Agreement. On the twelfth business day after the date we
receive an Exercise Notice, we will deliver to the exchanging holder the number
of common shares to be exchanged or, at our election, cash, each in the registration statement or Prospectus or an amendment or supplement
thereto or the failure by such Selling Shareholder to deliver or causeamount
determined as described above. The common shares to be delivered this Prospectuswill be duly
authorized, validly issued, fully paid and nonassessable shares, free of any
pledge, lien, encumbrance or restriction, other than those provided in our
Declaration of Trust, any amendmentclaim pledge, lien, encumbrance or supplement theretorestriction
contained in an agreement to any
purchaserwhich the exchanging holder is a party or otherwise
imposed as a result of shares coveredactions taken by the Registration Statement fromunitholder. We will pay any
documentary, stamp or similar issue or transfer tax due on the Selling
Shareholders through no faultissue of common
shares upon exchange other than any tax that is due because such shares are to
issued in a name other than that of the Company.
-exercising holder.
Prior to the date that we receive the Exercise Notice, the exercising
holder will be treated as the holder of the tendered Units for all purposes of
the LLC Agreement, and will have no rights as a holder of our common shares. If
such date is a record date for the payment of a dividend, the exercising
unitholder will be treated as a holder of any common shares issuable pursuant to
the Exchange Agreement and not as a unitholder. As of such date, the unitholder
will, with certain exceptions, have no further claim or interest in the tendered
Units.
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COMPARISON OF OWNERSHIP OF UNITS AND COMMON SHARES
OASIS MARTINIQUE CAMDEN PROPERTY TRUST
FORM OF ORGANIZATION AND ASSETS OWNED
Oasis Martinique was organized as a Delaware limited Camden Property Trust is a Texas real estate investment
liability company. Oasis Martinique owns the Villa trust. We have elected to be taxed as a REIT under the
Martinique apartment community in Orange, California. Internal Revenue Code and intend to maintain our
qualification as a REIT. At September 30, 1998, we owned
interests in, operated or were developing 165 multifamily
properties containing 56,750 apartment homes located in nine
states. Fourteen of our multifamily properties containing
5,680 apartment homes were under development at September
30, 1998. We have several additional sites which we intend
to develop into multifamily apartment communities.
Additionally, we managed 2,377 apartment homes in six
properties for third parties at September 30, 1998.
PURPOSE
Oasis Martinique's purpose is to own, manage, operate, Under our Declaration of Trust, we may purchase, hold,
maintain, improve, encumber, sell or otherwise dispose lease, manage, sell, exchange, develop, subdivide and
of, Villa Martinique and any other apartment buildings improve real property and interests in real property, and,
or communities acquired by Oasis Martinique and to in general, carry on any other business and do any other act
ultimately distribute funds. in connection with the foregoing and have and exercise all
powers conferred by the laws of the State of Texas upon real
restate investment trusts formed under the Texas Real Estate
Investment Trust Act.
ADDITIONAL EQUITY
As the managing member of Oasis Martinique, Camden Subject to applicable New York Stock Exchange Rules, our
Property Trust may determine that Oasis Martinique Board may issue, in its discretion, additional common or
requires additional funds and contribute such funds in preferred shares, so long as the total number of shares
exchange for capital contributions. The LLC Agreement issued does not exceed the authorized number of shares set
provides that no additional member may be admitted as forth in our Declaration of Trust (100,000,000 common shares
a member of Oasis Martinique, except upon the and 10,000,000 preferred shares).
acquisition of a member's interest in Oasis Martinique,
and only upon our consent. The LLC Agreement also
provides that no additional Units will be issued.
MANAGEMENT CONTROL
All management powers over the business and affairs of Our Board of Trust Managers has exclusive control over our
Oasis Martinique are vested in Camden Property Trust business affairs subject only to the applicable provisions
as the managing member. No non-managing member has any of Texas law and the provisions of our Declaration of Trust
right to participate in or exercise control or and Bylaws.
management power over the business and affairs of Oasis
Martinique, except for certain action that require the
consent of the non-managing members. See "--Voting
Rights" below.
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15
OASIS MARTINIQUE CAMDEN PROPERTY TRUST
FIDUCIARY DUTIES
Under Delaware law, Camden Property Trust, as the managing Under Texas law, our Board of Trust Managers must perform
member of Oasis Martinique, is accountable to Oasis their duties in good faith and in a manner that they
Martinique as fiduciary and, consequently, is required to reasonably believe to be in our best interests. Trust
exercise good faith and integrity in all of its dealings Managers who act in such a manner generally will not be
with respect to Oasis Martinique's affairs. The LLC liable to us for monetary damages by reason of being a
Agreement generally provides that we will incur no liability member of the Board of Trust Managers.
to Oasis Martinique or any non-managing member for losses
sustained or liabilities incurred as a result of errors in
judgment or of any act or omission if we acted in good
faith. In addition, we are not responsible for any
misconduct or negligence on the part of our officers,
directors or other agents provided we appointed such agents
in good faith. We may consult with legal counsel,
accountants, appraisers, management consultants investment
bankers and other consultants and advisors, and any action
we take or omit to take in reliance upon their opinion, as
to matters that we reasonably believe to be within their
professional or expert competence, will be conclusively
presumed to have been done or omitted in good faith and in
accordance with their opinion.
MANAGEMENT LIABILITY AND INDEMNIFICATION
Oasis Martinique has agreed to indemnify each member and its Our Trust Managers and officers will be indemnified against
partners, directors, officers, employees or agents, which judgments, fines, penalties, amounts paid in settlement and
includes Camden Property Trust and our Trust Managers and claims imposed upon or asserted against them as provided in
officers, from and against all losses arising from any the Texas Real Estate Investment Trusts Act and our
actions that relate to the operations of property of Oasis Declaration of Trust and Bylaws. Such indemnification covers
Martinique, except (i) for fraud, willful misconduct, gross all costs and expenses reasonably incurred by such officer
negligence or knowing violations of the law or (ii) for any or Trust Manager. Our Board, by a majority vote of a quorum
transaction for which such indemnitee received an improper (or, if unavailable, a committee) of disinterested Trust
person benefit in violation or breach of any provision of Managers or, under certain circumstances, independent
the LLC Agreement or applicable law. counsel appointed by the Board, must determine that the
Trust Manager or officer seeking indemnification acted in
good faith while reasonably believing, in the case of
conduct in an official capacity, that such conduct was in
our best interests or, in all other cases, that such conduct
was at least not opposed to our best interests and, in the
case of any criminal proceeding, that such person had no
reasonable belief that such conduct was unlawful. If the
person involved is not a Trust Manager or officer, our Board
may cause us to indemnify to the same extent allowed for
Trust Managers and officers such person who was or is a
party to a proceeding, by reason of the fact that such
person is or was our employee or agent, or is or was serving
at our request as a Trust Manager, officer, employee or
agent of another corporation, partnership, joint venture,
trust employee benefit plan or other enterprise.
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OASIS MARTINIQUE CAMDEN PROPERTY TRUST
ANTI-TAKEOVER PROVISIONS
Except in limited circumstances (See "-Voting Rights" Our Declaration of Trust and Bylaws contain a number of
below), we have exclusive management power over the business provisions that may have the effect of delaying or
and affairs of Oasis Martinique. Accordingly, we may hinder discouraging an unsolicited proposal for our acquisition or
the ability of Oasis Martinique to engage in a merger the removal of incumbent management, including, among
transaction or other business combination. We may not be others, (1) authorized capital shares that may be issued as
removed as managing member by the other members with or preferred shares in the discretion of our Board, with
without cause. Under the LLC Agreement, we must obtain the superior voting rights to the common shares, (2) provisions
consent of non-managing members holding 80% of the designed to avoid concentration of share ownership in a
outstanding Units prior to entering into certain merger manner that would jeopardize our status as a REIT under the
transactions. These limitations may have the effect of Internal Revenue Code and (3) provisions that, under certain
hindering the ability of Oasis Martinique to enter into circumstances, the affirmative vote of the holders of not
certain business combinations. A non-managing member is less than 80% of our outstanding capital shares is required
restricted in its right to transfer Units without our for the approval or authorization of certain business
consent. Also, on and after the date on which the combinations.
non-managing members hold less than 88,602 Units, we have
the right to acquire all of the outstanding Units held by
the non-managing members.
VOTING RIGHTS
Under the LLC Agreement, the non-managing members have At each annual meeting of shareholders, shareholders elect
voting rights only as to specified matters, including (1) our Trust Managers.
dissolving or liquidating Oasis Martinique, (2) filing a
petition for relief or otherwise commencing a case with Texas law requires that certain major corporate
respect the Oasis Martinique, (3) consenting to the entry of transactions, including most amendments to our Declaration
an order for relief in an involuntary case with respect to of Trust, may not be consummated without shareholder
Oasis Martinique, (4) consenting to the appointment of a approval. All common shares have one vote per share and our
guardian of Oasis Martinique for all or substantially all of Declaration of Trust permits the Board to classify and issue
its property, (5) making a general assignment for the preferred shares in one or more series having voting power
benefit of creditors of Oasis Martinique, (6) causing Oasis which may differ from that of the common shares. See
Martinique to merge or consolidate with or sell or otherwise "Description of Capital Shares."
dispose of all or substantially all of its assets to any
other person, except in a transaction or series of
transactions described in Section 1031 of the Internal
Revenue Code, (7) commingling the assets of Oasis Martinique
with those of any other person, (8) causing Oasis Martinique
to guarantee or become obligated for the debts of any other
person or hold out Oasis Martinique's credit as being
available to satisfy obligations of others, (9) causing
Oasis Martinique to pledge or otherwise encumber its assets
for the benefit of any other person, (10) amending,
modifying or terminating the LLC Agreement other than to
reflect the admission, substitution, termination or
withdrawal of members, (11) subject to certain rights of
transfer provided in the LLC Agreement, transferring or
approving or acquiescing in the transfer of the membership
interest of the managing member, or admit into Oasis
Martinique any successor managing member, (12) entering a
decree of judicial dissolution of Oasis Martinique or (13)
having any subsidiary of Oasis Martinique. The non-managing
members do not otherwise have the right to vote on decisions
relating to the operations or management of Oasis
Martinique.
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17
OASIS MARTINIQUE CAMDEN PROPERTY TRUST
LIABILITY OF INVESTORS
Under the LLC Agreement and Delaware law, the liability of Under Texas law, shareholders are not liable for our debts
non-managing members for the debts and obligations of Oasis or obligations.
Martinique is generally limited to the amount of their
investment in Oasis Martinique, together with their interest
in any undistributed income.
LIQUIDITY
Non-managing members may not generally transfer their Units Shares issued pursuant to this Prospectus will be freely
without our consent. transferable, subject to prospectus delivery and other
requirements of the Securities Act of 1933.
Our common shares are listed on the New York Stock Exchange.
The breadth and strength of this secondary market will
depend, among other things, upon the number of shares
outstanding, our financial results and prospects, the
general interest in our and other real estate investments,
and our dividend yield compared to that of other debt and
equity securities.
DISTRIBUTION RIGHTS
Under the LLC Agreement, Oasis Martinique makes quarterly Holders of our common shares are entitled to such dividends
distributions to non-managing members as generally described as may be legally declared from time to time by our Board.
below: In order for us to qualify as a REIT, we are required to
distribute with respect to each taxable year dividends
o an amount per Unit equal to the cash dividend a (other than capital gain dividends) to our shareholders in
unitholder would have received if its Units had been an aggregate amount at least equal to (i) the sum of (A) 95%
exchanged for Camden common shares; and of our "REIT taxable income" (computed without regard to the
dividends paid deduction and its net capital gain) and (B)
o an amount to all non-managing members equal to 5% of 95% of the net income (after tax), if any, from foreclosure
Oasis Martinique's net cash flow in excess of $6.6 property, minus (ii) the sum of certain items of non-cash
million, payable to each non-managing member in income.
proportion to its Unit holdings; and
o an amount to all non-managing members equal to 1% of
any remaining net cash flow, payable to each
non-managing member in proportion to its Unit holdings.
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18
TAXES
Oasis Martinique itself is not subject to federal income Distributions made by us to our taxable domestic
taxes. Instead, each unitholder includes its allocable share shareholders out of current or accumulated earnings and
of Oasis Martinique's taxable income or loss in determining profits will be taken into account by them as ordinary
its individual federal income tax liability. Cash income. Distributions that are designated as capital gain
distributions from Oasis Martinique are not taxable to a dividends generally will be taxed as gains from the sale or
unitholder except to the extent they exceed such holder's disposition of a capital asset. Distributions in excess of
basis in its interest in Oasis Martinique (which will current or accumulated earnings and profits will be treated
include such holder's allocable share of Oasis Martinique as a non-taxable return of basis to the extent of a
non-recourse debt). shareholder's adjusted basis in its common shares, with the
excess taxed as capital gain. See "Certain Federal Income
Income and loss from Oasis Martinique generally is subject Tax Considerations."
to the "passive activity" limitations. Under the "passive
activity" rules, income and loss from Oasis Martinique that Dividends paid by us will be treated as "portfolio" income
is considered "passive income" generally can be offset and cannot be offset with losses from "passive activities."
against income and loss from other investments that
constitute "passive activities." Shareholders who are individuals generally will not be
required to file state income tax returns and/or pay state
Unitholders are required, in some cases, to file state income taxes outside of their state of residence with
income tax returns and/or pay state income taxes in the respect to our operations and distributions. We may be
states in which Oasis Martinique owns property, even if they required to pay state income taxes in certain states.
are not residents of those states.
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
The following is a general summary of the material federal income tax
considerations to the Companyus based on current law, is not tax advice and is for general
information only. The following discussion is not exhaustive of all possible tax
considerations and is not tax advice. Moreover, this summary does not deal with
all tax aspects that might be relevant to a particular prospective holder of
Common Sharescommon shares in light of its individual investment or tax circumstances; nor
does it deal with particular types of holders that are subject to special
treatment under the Internal Revenue Code, such as insurance companies,
financial institutions and broker-dealers. The Internal Revenue Code provisions
governing the federal income tax treatment of REITs are highly technical and
complex, and this summary is qualified in its entirety by the applicable
Internal Revenue Code provisions, rules and regulations promulgated thereunder,
and administrative and judicial interpretations thereof.
EACH PROSPECTIVE PURCHASER ISYOU ARE URGED TO CONSULT HIS OR HERYOUR OWN TAX ADVISOR WITH RESPECT TO SUCH PURCHASER'SYOUR SPECIFIC
FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES OF THE PURCHASE,
HOLDING AND SALE OF COMMON SHARES AND OF POTENTIAL CHANGES IN APPLICABLE TAX
LAWS.
The Company hasWe have elected to be taxed as a REIT under the Internal Revenue Code. The
Company believesWe
believe that is haswe have been organized, hashave operated and will operate in such a
manner as to qualify for taxation as a REIT under the Internal Revenue Code. No
assurance can be given, however, that such requirements will be met in the
future.
TAX CONSEQUENCES OF THE EXERCISE OF EXCHANGE RIGHTS
If you exercise your right to require us to acquire all or part of your
Units, your disposition of Units in exchange for common shares or cash (an
"Exchange") will be a fully taxable transaction, and you will generally
recognize gain in an amount equal to the value of the common shares and the
amount of cash received pursuant to the Exchange, plus the amount of liabilities
of Oasis Martinique allocable to the Units being exchanged, less your tax basis
in such Units. However, in the event that we pay you cash for some of your Units
and we receive such cash from Oasis Martinique in order to make such payment to
you, it is possible that such payment will be treated for federal income tax
purposes as a redemption by Oasis Martinique of the Units you exchange for cash,
in which case you would recognize gain only to the extent the cash received for
such Units, plus the amount of any reduction of Oasis Martinique liabilities
allocable to you, exceed your adjusted tax basis in all of your Units prior to
such payment. The recognition of any loss resulting from an Exchange is subject
to a
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19
number of limitations set forth in the Internal Revenue Code. The character of
any such gain or loss as capital or ordinary will depend on the nature of the
assets of Oasis Martinique at the time of the Exchange.
FEDERAL INCOME TAXATION OF THE COMPANY
If and as long as the Company qualifieswe qualify for taxation as a REIT, itwe generally will not
be subject to federal corporate income taxes on that portion of itsour ordinary
income or capital gain that is currently distributed to shareholders. The REIT
provisions of the Internal Revenue Code generally allow a REIT to deduct
dividends paid to itsour shareholders. This deduction for dividends paid to
shareholders substantially eliminates the federal "double taxation" on earnings
(once at the corporate level and once again at the shareholder level) that
usually results from investments in a corporation.
Even if the Company qualifieswe qualify for taxation as a REIT, the Companywe will be subject to federal
income tax, however, as follows:
First, the Companywe will be taxed at regular corporate rates on itsour
undistributed REIT taxable income, including undistributed net capital
gains.
Second, under certain circumstances, the Companywe may be subject to the
"alternative minimum tax" as a consequence of itsour items of tax preference
to the extent that such tax exceeds itsour regular tax.
Third, if the Company haswe have net income from the sale or other disposition of
"foreclosure property" that is held primarily for sale to customers in the
ordinary course of business or other non-qualifying income from foreclosure
property, itwe will be subject to tax at the highest corporate rate on such
income.
Fourth, if the Company haswe have net income from prohibited transactions (which are,
in general, certain sales or other dispositions of property held primarily
for sale to customers in the ordinary course of business, but excluding
foreclosure property), such income will be subject to a 100% tax.
Fifth, if the Companywe should fail to satisfy certain gross income tests, but
hashave nonetheless maintained itsour qualification as a REIT because certain
other requirements had been met, itwe will be subject to a 100% tax on the
net income attributable to the greater of the amount by which the Company failswe fail such
tests, multiplied by a fraction intended to reflect the Company'sour profitability.
Sixth, if the Company failswe fail to distribute during each year at least the sum of
(i) 85% of itsour REIT ordinary income for such year, (ii) 95% of itsour REIT
capital gain net income for such year and (iii) any undistributed taxable
income from prior periods, the Companywe will be subject to a 4% excise tax on the
excess of such required distributions over the distributed amount.
- 13 -
17
Seventh, if the Companywe should acquire any asset from a C corporation (i.e., a
corporation subject to full corporate-level tax) in a carryover-basis
transaction and the Companywe subsequently recognizesrecognize gain on the disposition of such
asset during the ten-year period (the "Recognition Period") beginning on
the date on which we acquired the asset, was acquired by the Company, then the excess of (a) the fair
market value of the asset as of the beginning of the applicable Recognition
Period over (b) the Company'sour adjusted basis in such asset as of the beginning of
such Recognition Period will be subject to tax at the highest regular
corporate rate, pursuant to guidelines issued by the IRS.Internal Revenue
Service.
FAILURE TO QUALIFY AS A REIT
If the Company failswe fail to qualify for taxation as a REIT in any taxable year and
certain relief provisions do not apply, the Companywe will be subject to tax (including any
applicable alternative minimum tax) on itsour taxable income at regular corporate
rates. Distributions to shareholders in any year in which the Company failswe fail to qualify as
a REIT will not be deductible by the Companyus nor will they be required to be made. In
such event, to the extent of current and accumulated earnings and profits, all
distributions to shareholders will be dividends, taxable as ordinary income, and
subject to certain limitations of the Internal Revenue Code, corporate
distributees may be eligible for the dividends-received deduction. Unless the Company iswe are
entitled to relief under specific statutory provisions, the Companywe also will be
disqualified from taxation as a REIT for the four taxable years following the
year during which qualification was lost. It is not possible to state whether in
all circumstances the Companywe would be entitled to such statutory relief. For example, if
the Company failswe fail to satisfy the gross income tests because nonqualifying income that the Companywe
intentionally incursincur
16
20
exceeds the limit on such income, the IRSInternal Revenue Service could conclude
that the Company'sour failure to satisfy the tests was not due to reasonable cause.
SELLINGTAXATION OF TAXABLE U.S. SHAREHOLDERS
As used below, the term "U.S. Shareholder" means a holder of common shares
of who (for United States federal income tax purposes):
o is a citizen or resident of the United States;
o is a corporation, partnership, or other entity created or organized in
or under the laws of the United States or of any state thereof or in
the District of Columbia, unless, in the case of a partnership,
Treasury Regulations provide otherwise;
o is an estate the income of which is subject to United States federal
income taxation regardless of its source; or
o is a trust whose administration is subject to the primary supervision
of a United States court and which has one or more United States
persons who have the authority to control all substantial decisions of
the trust.
Notwithstanding the preceding sentence, to the extent provided in Treasury
Regulations, certain trusts in existence on August 20, 1996, and treated as
United States persons prior to this date that elect to continue to be treated as
United States persons, will also be considered U.S. Shareholders.
Distributions Generally. As long as we qualify as a REIT, distributions out
of our current or accumulated earnings and profits, other than capital gain
dividends discussed below, will constitute dividends taxable to our taxable U.S.
Shareholders as ordinary income. These distributions will not be eligible for
the dividends-received deduction in the case of U.S. Shareholders that are
corporations. For purposes of determining whether distributions to holders of
common shares are out of current or accumulated earnings and profits, our
earnings and profits will be allocated first to our outstanding preferred shares
and then to common shares.
To the extent that we make distributions, other than capital gain
dividends, in excess of our current and accumulated earnings and profits, these
distributions will be treated first as a tax-free return of capital to each U.S.
Shareholder. This treatment will reduce the adjusted basis which each U.S.
Shareholder has in its shares for tax purposes by the amount of the distribution
(but not below zero). Distributions in excess of a U.S. Shareholder's adjusted
basis in its shares will be taxable as capital gains (provided that the shares
have been held as a capital asset) and will be taxable as long-term capital gain
if the shares have been held for more than one year. Dividends we declare in
October, November, or December of any year and payable to a shareholder of
record on a specified date in any of these months will be treated as both paid
by us and received by the shareholder on December 31 of that year, provided we
actually pay the dividend on or before January 31 of the following calendar
year. Shareholders may not include in their own income tax returns any of our
net operating losses or capital losses.
Capital Gain Distributions. Distributions that we properly designate as
capital gain dividends will be taxable to taxable U.S. Shareholders as gains (to
the extent that they do not exceed our actual net capital gain for the taxable
year) from the sale or disposition of a capital asset. Depending on the period
of time we have held the assets which produced these gains, and on certain
designations, if any, which we may make, these gains may be taxable to
non-corporate U.S. Shareholders at a 20% or 25% rate. U.S. Shareholders that are
corporations may, however, be required to treat up to 20% of certain capital
gain dividends as ordinary income. For a discussion of the manner in which that
portion of any dividends designated as capital gain dividends will be allocated
among the holders of our preferred and common shares, see "Description of
Capital Shares."
Passive Activity Losses and Investment Interest Limitations. Distributions
we make and gain arising from the sale or exchange by a U.S. Shareholder of our
shares will not be treated as passive activity income. As a result, U.S.
Shareholders generally will not be able to apply any "passive losses" against
this income or gain. Distributions we make (to the extent they do not constitute
a return of capital) generally will be treated as investment income for purposes
of computing the
17
21
investment interest limitation. Gain arising from the sale or other disposition
of our shares, however, will not be treated as investment income under certain
circumstances.
Retention of Net Long-Term Capital Gains. We may elect to retain, rather
than distribute as a capital gain dividend, our net long-term capital gains. If
we make this election, we would pay tax on our retained net long-term capital
gains. In addition, to the extent we designate, a U.S. Shareholder generally
would:
o include its proportionate share of our undistributed long-term capital
gains in computing its long-term capital gains in its return for its
taxable year in which the last day of our taxable year falls (subject
to certain limitations as to the amount that is includable);
o be deemed to have paid the capital gains tax imposed on us on the
designated amounts included in the U.S. Shareholder's long-term
capital gains;
o receive a credit or refund for the amount of tax deemed paid by it;
o increase the adjusted basis of its common shares by the difference
between the amount of includable gains and the tax deemed to have been
paid by it; and
o in the case of a U.S. Shareholder that is a corporation, appropriately
adjust its earnings and profits for the retained capital gains in
accordance with Treasury Regulations to be prescribed by the Internal
Revenue Service.
DISPOSITIONS OF COMMON SHARES
If you are a U.S. Shareholder and you sell or dispose of your common
shares, you will recognize gain or loss for federal income tax purposes in an
amount equal to the difference between the amount of cash and the fair market
value of any property you receive on the sale or other disposition and your
adjusted basis in the shares for tax purposes. This gain or loss will be capital
if you have held the common shares as a capital asset and will be long-term
capital gain or loss if you have held the common shares for more than one year.
In general, if you are a U.S. Shareholder and you recognize loss upon the sale
or other disposition of common shares that you have held for six months or less
(after applying certain holding period rules), the loss you recognize will be
treated as a long-term capital loss, to the extent you received distributions
from us which were required to be treated as long-term capital gains.
BACKUP WITHHOLDING
We report to our U.S. Shareholders and the Internal Revenue Service the
amount of dividends paid during each calendar year, and the amount of any tax
withheld. Under the backup withholding rules, a shareholder may be subject to
backup withholding at the rate of 31% with respect to dividends paid unless the
holder is a corporation or comes within certain other exempt categories and,
when required, demonstrates this fact, or provides a taxpayer identification
number, certifies as to no loss of exemption from backup withholding, and
otherwise complies with applicable requirements of the backup withholding rules.
A U.S. Shareholder that does not provide us with its correct taxpayer
identification number may also be subject to penalties imposed by the Internal
Revenue Service. Backup withholding is not an additional tax. Any amount paid as
backup withholding will be creditable against the shareholder's income tax
liability. In addition, we may be required to withhold a portion of capital gain
distributions to any shareholders who fail to certify their non-foreign status.
See "--Taxation of Non-U.S. Shareholders."
TAXATION OF TAX-EXEMPT SHAREHOLDERS
The following table providesInternal Revenue Service has ruled that amounts distributed as
dividends by a qualified REIT do not constitute unrelated business taxable
income ("UBTI") when received by a tax-exempt entity. Based on that ruling,
provided that a tax-exempt shareholder (except certain tax-exempt shareholders
described below) has not held its shares as "debt financed property" within the
namemeaning of the Internal Revenue Code (generally, common shares, the acquisition
of which was financed through a borrowing by the tax exempt shareholder) and the
numbershares are not otherwise used in a trade or business, dividend income from us
will not be UBTI to a tax-exempt shareholder. Similarly, income from the sale
of Common
Sharesshares will not
18
22
constitute UBTI unless a tax-exempt shareholder has held its shares as "debt
financed property" within the meaning of the Internal Revenue Code or has used
the shares in its trade or business.
For tax-exempt shareholders that are social clubs, voluntary employee
benefit associations, supplemental unemployment benefit trusts, and qualified
group legal services plans exempt from federal income taxation under Internal
Revenue Code Section 501(c)(7), (c)(9), (c)(17) and (c)(20), respectively,
income from an investment in our shares will constitute UBTI unless the
organization is able to properly deduct amounts set aside or placed in reserve
for certain purposes so as to offset the income generated by its investment in
our shares. These prospective investors should consult their own tax advisors
concerning these "set aside" and reserve requirements.
Notwithstanding the above, however, a portion of the dividends paid by a
"pension held REIT" will be treated as UBTI as to any trust that:
o is described in Section 401(a) of the Internal Revenue Code;
o is tax-exempt under Section 501(a) of the Internal Revenue Code; and
o holds more than 10% (by value) of the interests in the REIT.
Tax-exempt pension funds that are described in Section 401(a) of the Code are
referred to below as "qualified trusts."
A REIT is a "pension held REIT" if:
o it would not have qualified as a REIT but for the fact that Section
856(h)(3) of the Internal Revenue Code provides that stock owned by
qualified trusts will be treated, for purposes of the "not closely
held" requirement, as owned by the beneficiaries of the trust (rather
than by the trust itself); and
o either at least one such qualified trust holds more than 25% (by
value) of the interests in the REIT, or one or more such qualified
trusts, each of which owns more than 10% (by value) of the interests
in the REIT, holds in the aggregate more than 50% (by value) of the
interests in the REIT.
The percentage of any REIT dividend treated as UBTI is equal to the ratio
of:
o the UBTI earned by the REIT (treating the REIT as if it were a
qualified trust and therefore subject to tax on UBTI) to
o the total gross income of the REIT.
A de minimis exception applies where the percentage is less than 5% for any
year. The provisions requiring qualified trusts to treat a portion of REIT
distributions as UBTI will not apply if the REIT is able to satisfy the "not
closely held" requirement without relying upon the "look-through" exception with
respect to qualified trusts.
TAXATION OF NON-U.S. SHAREHOLDERS
The preceding discussion does not address the rules governing United States
federal income taxation of the ownership and disposition of common shares by
persons that are not U.S. Shareholders ("Non-U.S. Shareholders"). In general,
Non-U.S. Shareholders may be subject to special tax withholding requirements on
distributions from us and with respect to their sale or other disposition of our
common shares, except to the extent reduced or eliminated by an income tax
treaty between the United States and the Non-U.S. Shareholder's country. A
Non-U.S. Shareholder who is a shareholder of record and is eligible for
reduction or elimination of withholding must file an appropriate form with us in
order to claim such treatment. Non-U.S. Shareholders should consult their own
tax advisors concerning the federal income tax consequences to them of an
acquisition of common shares, including the federal income tax treatment of
dispositions of interests in us and the receipt of distributions from us.
19
23
OTHER TAX CONSEQUENCES
We may be subject to state or local taxation in various state or local
jurisdictions, including those in which we transact business and our
shareholders may be subject to state or location taxation in various state or
local jurisdictions, including those in which they reside. Our state and local
tax treatment may not conform to the federal income tax consequences discussed
above. In addition, your state and locate tax treatment may not conform to the
federal income tax consequences discussed above. Consequently, you should
consult your tax advisors regarding the effect of state and local tax laws on a
disposition of Units or an investment in our shares.
SELLING HOLDERS
As of December 31, 1998 the only Selling Holders were ISCO, IFT Properties,
Ltd. and Merrill Lynch International Private Finance Limited, whose only
material relationship with us has been the formation of Oasis Martinique and the
ownership of the Units. As of December 31, 1998, the only securities of Camden
Property Trust beneficially owned by the Selling Shareholders asHolders were 886,022 Units.
Each Unit may be exchanged for 0.759 of April 15,
1997. The Redemption Shares set forth below as being beneficially owned asa common share, subject to adjustment if
we split or subdivide our common shares, effect a reverse share split or
otherwise combine our outstanding common shares, or pay a share dividend to
holders of such date representour common shares. In lieu of issuing common shares upon the Common Shares that the Selling Shareholders may acquire
upon presentationexchange
of the Units, we may, at our option, issue cash in an amount equal to the Operating Partnershipmarket
value of an equivalent number of common shares. Assuming the exchange of each
Unit for redemption, all
in accordance with0.759 of a common share, the agreementmaximum number of limited partnership of the Operating
Partnership, as amended.
The Redemption Shares offered by this Prospectus will be offered from
time to time by the Selling Shareholders named below, or by pledgees, donees,
transferees or other successors in interest hereto.
COMMON SHARES
AND UNITS APPROXIMATE
BENEFICIALLY COMMON SHARES TO BE PERCENT OF ALL
OWNED AS OF COMMON SHARES BENEFICIALLY OWNED AFTER SHARES
NAME APRIL 15, 1997 OFFERED HEREBY OFFERING(1) AFTER OFFERING
- ---- -------------- -------------- ----------------------- --------------
PGI Associates, L.P. 1,407,495 1,407,495 0 *
FWP, L.P. 952,078 571,278 380,800 1.3
Gateway Mall Associates I, L.P. 240,941 240,941 0 *
Fulcor Investment Co. 21,899 21,899 0 *
Allen Gilbert 743 743 0 *
Fuller Financial Co. 26,955 26,955 0 *
WRC Holdings, Inc. 21,978 21,978 0 *
William R. Cooper(2) 1,982,461 1,693,386 289,075 1.0
Lewis A. Levey(3) 312,933 249,072 63,861 *
Don M. Shine 49,114 22,972 26,142 *
Jerry J. Bonner 16,184 1,276 14,908 *
Ward Katz 5,521 5,521 0 *
- 14 -
18
- -----------------------
* Less than 1%.
(1) Assumescommon shares that all shares registered hereby willmay
be sold by the Selling Shareholders. ThereHolders is 672,490 shares.
Since the Selling Holder(s) may sell all, some or none of their shares, no
assurance that anyestimate can be made of the aggregate number of shares willthat are to be offered or sold by
the Selling Shareholders.
(2) In addition to 312,047 shares and unitsHolders hereby or that will be owned by Mr. Cooper
directly, Mr. Cooper's shares and units owned prioreach Selling Holder upon
completion of the offering to which this Prospectus relates.
Pursuant to the offeringExchange Agreement and shares offered hereby include 1,407,495 units
which are held by PGI Associates, L.P., the general partner of
which is a company controlled by Mr. Cooper, and 240,941 units
held by Gateway Mall Associates, I, L.P., a partnership in
which Mr. Cooper serves as a general partnerLLC Agreement, the Selling
Holders may transfer Units under certain circumstances. Such transferees of the
general
partner, and 21,978 units held by WRC Holdings, Inc. Mr.
Cooper became a trust manager followingUnits may also be Selling Holders under this Prospectus. One or more
supplemental prospectuses will be filed pursuant to Rule 424 under the
Merger.
(3) In additionSecurities Act of 1933 to 71,992 shares and units owned by Mr. Levey
directly, Mr. Levey's shares and units owned prior toset forth the offering and shares offered hereby include 240,941 units held
by Gateway Mall Associates, I, L.P., a partnership in which
Mr.Levey serves as a general partner of the general partner.
Mr. Levey became a trust manager following the Merger.
USE OF PROCEEDS
The Common Shares offered hereby are being registered for the account
of therequired information regarding any
additional Selling Shareholders and, accordingly, the Company will not receive any
of the proceeds from the sale of the Redemption Shares by the Selling
Shareholders.Holders.
PLAN OF DISTRIBUTION
This Prospectus relates to (i) our possible issuance of common shares if,
and to the extent that, holders of Units tender such Units for exchange and (ii)
the offer and sale from time to time of upany shares that may be issued to an aggregate of 2,352,161 Redemption Shares bysuch
unitholders. We have registered the Selling Shareholders, or
by pledgees, donees, transferees or other successors in interest thereto. Ifshares for sale to provide the Selling Shareholders present Units to the Operating Partnership for
redemption, the Company may, at its election, acquire such Units in exchange
for Redemption Shares in accordanceholders
thereof with the terms of the Operating
Partnership's agreement of limited partnership, as amended. The Company is
registering the Redemption Shares pursuant to the Company's obligations under a
registration rights agreement,freely tradable securities, but the registration of the Redemption Sharessuch shares does
not necessarily mean that any of the Redemption Sharessuch shares will be offered or sold by the
Selling Shareholders thereunder. The Companyholders thereof.
We will not receive any proceeds from the offering of the Redemption Shares by the Selling Shareholders.
The distributionHolders
or from the issuance of common shares to unitholders upon receiving a notice of
exchange (but we may acquire from such holders the Units tendered). Our common
shares may be sold from time to time to purchasers directly by any of the
Redemption SharesSelling Holders. Alternatively, the Selling Holders may from time to time offer
the shares through dealers or agents, who may receive compensation in the form
of commissions from the Selling Holders and/or the purchasers of shares for whom
they may act as agent. The sale of the shares by Selling Holders may be effected
from time to time in one or more underwrittennegotiated transactions at a fixed pricenegotiated prices or
prices,in transactions on any exchange or automated quotation system on which the
securities may be changed,listed or at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. Any such
underwritten offering may be on a "best efforts" or a "firm commitment" basis.
In connection with any such underwritten offering, underwriters or agents may
receive compensation in the form of discounts, concessions or commissions from
the Selling Shareholders. Underwriters may sell the Redemption Shares to or
through dealers, and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters and/or commissions
from the purchasers for whom they act as agents.quoted. The Selling ShareholdersHolders and any underwriters, dealers or
agents that participate in the distribution of the Redemption Sharesour common shares may be deemed
to be "underwriters"underwriters within the meaning of the Securities Act of 1933 and any
profit on the sale of the Redemption Sharesour common shares by them and any discounts, commissions or
concessions received by
any such underwriters, dealers or agents might be deemed to be underwriting discounts and commissions under
the Securitiessuch Act.
At a time a particular offer of Redemption Shares is made by the
Selling Shareholders, a Prospectus Supplement, if required, will be distributed
that will set forth the names of any underwriters, dealers or agents and any
discounts, commissions and other terms constituting compensation from the
Selling Shareholders and any other required information.
The sale of Redemption Shares by the Selling Shareholders may also be
effected from time to time by selling Redemption Shares directly to purchasers
or to or through broker-dealers. In connection with any such sale, any such
broker-dealer may act as agent for the Selling Shareholders or may purchase
from the Selling Shareholders all or a portion of the Redemption Shares as
principal, and may be made pursuant to any of the methods described below.
Such sales may be made on the NYSE or other exchanges on which the Common
Shares are then traded, in the over-the-counter market,
- 15 -
19
in negotiated transactions or otherwise at prices and at terms then prevailing
or at prices related to the then-current market prices or at prices otherwise
negotiated.
The Redemption Shares may also be sold in one or more of the following
transactions: (a) block transactions in which a broker-dealer may sell all or a
portion of such shares as agent but may position and resell all or a portion of
the block as principal to facilitate the transaction; (b) purchases by any such
broker-dealer as principal and resale by such broker-dealer for its own account
pursuant to a Prospectus Supplement; (c) a special offering, an exchange
distribution or a secondary distribution in accordance with applicable NYSE or
other stock exchange rules; (d) ordinary brokerage transactions and
transactions in which any such broker-dealer solicits purchasers; (e) sales "at
the market" to or through a market maker or into an existing trading market, on
an exchange or otherwise, for such shares; and (f) sales in other ways not
involving market makers or established trading markets, including direct sales
to purchasers. In effecting sales, broker-dealers engaged by the Selling
Shareholders may arrange for other broker-dealers to participate.
Broker-dealers will receive commissions or other compensation from the Selling
Shareholders in amounts to be negotiated immediately prior to the sale that
will not exceed those customary in the types of transactions involved.
Broker-dealers may also receive compensation from purchasers of the Redemption
Shares which is not expected to exceed that customary in the types of
transactions involved.
In order to comply with thecertain states securities laws, of certain states, if applicable, the
Redemption Shares may be sold only through registered or
licensed brokers or dealers. In addition, in certain states, Redemption Shares
maycommon shares will not be sold in a particular state unless theythe shares have been
registered or qualified for sale in such state or an exemption from such registration
or qualification requirement is available and is complied with.
All expenses incidentOne or more supplemental prospectuses will be filed pursuant to the offering and sale of the Redemption
Shares, other than commissions, discounts and fees of underwriters,
broker-dealers or agents, shall be paid by the Company. The Company has agreed
to indemnify the Selling Shareholders against certain losses, claims, damages
and liabilities, including liabilitiesRule 424
under the Securities Act. See
"Registration Rights."Act of 1933 to describe any material arrangements for the
distribution of the shares when such arrangements are entered into by the
Selling Holders and any broker-dealers that participate in the distribution of
our common shares.
20
24
LEGAL MATTERS
Certain legal matters relating to the validity of the Common Sharescommon shares offered
hereby will be passed upon for the Companyus by Locke Liddell & Sapp Zivley,
Hill & LaBoon, L.L.P.,LLP, Dallas, Texas.
EXPERTS
The consolidated financial statements and the related financial statement
schedule ofincorporated in this Prospectus by reference from the Company as of December 31, 1996 and 1995 and for each
of the three years in the period ended December 31, 1996 included in the
Company's Annual Report on
Form 10-K of Camden Property Trust for the year ended December 31, 1996 and
incorporated by reference in this Prospectus1997 have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
reportsreport which areis incorporated herein by reference, and have been so incorporated
in reliance upon the reportsreport of such firm given upon their authority as experts
in accounting and auditing.
- 16 -21
20
================================================================================
No dealer, salesperson or other individual has been authorized to give any
information or make any representations not contained in this Prospectus in
connection with the offering covered by this Prospectus. If given or made,
such information or representation must not be relied upon as having been
authorized by the Company or the Selling Shareholders. This Prospectus does
not constitute an offer to sell, or a solicitation of an offer to buy, the
Common25
672,490 Shares in any jurisdiction where, or to any person to whom, it is
unlawful to make such offer or solicitation. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
an implication that there has not been any change in the facts set forth in
this Prospectus or in the affairs of the Company since the date hereof.
------------------------
TABLE OF CONTENTS
Page
----
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents
by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Description of Securities to be Registered . . . . . . . . . . . . . . . 10
Registration Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Federal Income Tax Considerations . . . . . . . . . . . . . . . . . . . . 13
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
================================================================================
================================================================================
2,352,161 SHARES
CAMDEN PROPERTY
TRUST
Common Shares of
Beneficial Interest
(Par Value $.01 Per Share)
-------------------------------------------------
PROSPECTUS
-------------------------------------------------
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR IN
DOCUMENTS THAT WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE
YOU WITH INFORMATION THAT IS DIFFERENT.
THIS PROSPECTUS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITY OTHER THAN THE COMMON SHARES OFFERED. THIS PROSPECTUS IS NOT AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SECURITIES TO ANY PERSON IN
ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION.
YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROSPECTUS IS
CORRECT ON ANY DATE AFTER THE DATE ON THE PROSPECTUS, EVEN THOUGH THIS
PROSPECTUS IS DELIVERED OR SHARES ARE SOLD PURSUANT TO THIS PROSPECTUS ON A
LATER DATE.
________, , 1997
================================================================================1999
2126
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses in connection with
the offering contemplated by this Registration Statement:
SEC Registration Fee . . . . . . . . . . . . . . . . . . . . . . . . . $19,512
Blue Sky Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . 5,000
Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . . . . 5,000
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . 5,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 488
-------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $35,000
Registration Fee................................................... $ 4,920
Accounting Fees and Expenses........................................ 5,000
Legal Fees and Expenses............................................. 5,000
Miscellaneous....................................................... 2,080
-------
Total............................................................... $17,000
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subsection (B) of Section 9.20 of the Texas Real Estate Investment Trust
Act, as amended (the "Act"), empowers a real estate investment trust to
indemnify any person who was, is, or is threatened to be made a named defendant
or respondent in any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, arbitrative, or
investigative, any appeal in such an action, suit, or proceeding, or any inquiry
or investigation that can lead to such an action, suit or proceeding because the
person is or was a trust manager, officer, employee or agent of the real estate
investment trust or is or was serving at the request of the real estate
investment trust as a trust manager, director, officer, partner, venturer,
proprietor, trustee, employee, agent, or similar functionary of another real
estate investment trust, corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise against
expenses (including court costs and attorney fees), judgments, penalties, fines
and settlements if he conducted himself in good faith and reasonably believed
his conduct was in or not opposed to the best interests of the real estate
investment trust and, in the case of any criminal proceeding, had no reasonable
cause to believe that his conduct was unlawful.
The Act further provides that, except to the extent otherwise permitted by
the Act, a person may not be indemnified in respect of a proceeding in which the
person is found liable on the basis that personal benefit was improperly
received by him or in which the person is found liable to the real estate
investment trust. Indemnification pursuant to Subsection (B) of Section 9.20 of
the Act is limited to reasonable expenses actually incurred and may not be made
in respect of any proceeding in which the person has been found liable for
willful or intentional misconduct in the performance of his duty to the real
estate investment trust.
Subsection (C) of Section 15.10 of the Act provides that a trust manager
shallwill not be liable for any claims or damages that may result from his acts in
the discharge of any duty imposed or power conferred upon him by the real estate
investment trust, if, in the exercise of ordinary care, he acted in good faith
and in reliance upon information, opinions, reports, or statements, including
financial statements and other financial data, concerning the real estate
investment trust, that were prepared or presented by officers or employees of
the real estate investment trust, legal counsel, public accountants, investment
bankers, or certain other professionals, or a committee of trust managermanagers of
which the trust manager is not a member. In addition, no trust manager shall be
liable to the real estate investment trust for any act, omission, loss, damage,
or expense arising from the performance of his duty to a real estate investment
trust, save only for his own willful misfeasance, willful malfeasance or gross
negligence.
Article Sixteen of the Company'sCamden Property Trust's (the "Company's") Amended and
Restated Declaration of Trust provides that the Company shall indemnify officers
and Trusttrust managers, as set forth below:
(a) The Company shall indemnify, to the extent permitted by Texas law
in accordance with the Company's Bylaws, every person who is or
was a trust manager or officer of the Company or its corporate
predecessor and any person who is or was serving at the request
of the Company or its corporate predecessor as a director,
officer, partner, venturer, proprietor, trustee, employee, agent
or similar functionary of another foreign or domestic
corporation, partnership, joint venture, sole II-1
22
proprietorship,
trust, employee benefit plan or other enterprise with respect to
all costs and expenses incurred by such person as a result of
such person being made or threatened to be made
II-1
27
a defendant or respondent in a proceeding by reason of his
holding or having held a position named above in this paragraph.
(b) If the indemnification provided in paragraph (a) is either (i)
insufficient to cover all costs and expenses incurred by any
person named in such paragraph as a result of such person being
made or threatened to be made a defendant or respondent in a
proceeding by reason of his holding or having held a position
named in such paragraph or (ii) not permitted by Texas law, the
Company shall indemnify, to the fullest extent that
indemnification is permitted by Texas law, every person who is or
was a trust manager or officer of the Company or its corporate
predecessor and any person who is or was serving at the request
of the Company or its corporate predecessor as a director,
officer, partner, venturer, proprietor, trustee, employee, agent
or similar functionary of another foreign or domestic
corporation, partnership, joint venture, sole proprietorship,
trust, employee benefit plan or other enterprise with respect to
all costs and expenses incurred by such person as a result of
such person being made or threatened to be made a defendant or
respondent in a proceeding by reason of his holding or having
held a position named above in this paragraph.
The Company's Bylaws provide that the Company may indemnify any trust
manager or officer of the Company who was, is or is threatened to be made a
party to any suit or proceeding, whether civil, criminal, administrative,
arbitrative or investigative, because the person is or was a trust manager,
officer, employee or agent of the Company, or is or was serving at the request
of the Company in the same or another capacity in another corporation or
business association, against judgments, penalties, fines, settlements and
reasonable expenses actually incurred if it is determined that the person: (i)
conducted himself in good faith, (ii) reasonably believed that, in the case of
conduct in his official capacity, his conduct was in the best interests of the
Company, and that, in all other cases, his conduct was at least not opposed to
the best interests of the Company, and (iii) in the case of any criminal
proceeding, had no reasonable cause to believe his conduct was unlawful;
provided that, if the person is found liable to the Company, or is found liable
on the basis that personal benefit was improperly received by the person, the
indemnification (A) is limited to reasonable expenses actually incurred by the
person in connection with the proceeding and (B) will not be made in respect of
any proceeding in which the person shall have been found liable for willful or
intentional misconduct in the performance of his duty to the Company.
ITEM 16. EXHIBITS.EXHIBITS
4.1 Amended and Restated Declaration of Trust, as amended (filed as
Exhibit 3.1 to the Company'sCamden Property Trust's Annual Report on Form 10-K for
the year ended December 31, 1993 (File No. 1-12110) and incorporated
herein by reference)
4.2 Second Amended and Restated Bylaws of the Company (filed as Exhibit
3.1 to the Company's CurrentCamden Property Trust's Annual Report on Form 8-K dated October10-K for the year
ended December 31, 19961997 (File No. 1-12110) and incorporated herein by
reference)
4.3 Specimen certificate for Common Shares (filed as Exhibit 4.1 to the Company'sCamden
Property Trust's Registration Statement on Form S-11 filed September
15, 1993 (No. 33-68736) and incorporated herein by reference)
5.14.4 Form of Statement of Designation, Preferences and Rights of Series A
Cumulative Convertible Preferred Shares of Beneficial Interest (filed
as Exhibit 4.1 to Camden Property Trust's Registration Statement on
Form S-4 filed February 6, 1998 (No. 333-45817) and incorporated
herein by reference)
*5.1 Opinion of Locke Liddell & Sapp Zivley, Hill & LaBoon, L.L.P.LLP as to the legality of the
securities being registered
**8.1 Opinion of Locke Liddell & Sapp Zivley, Hill & LaBoon, L.L.P.LLP as to certain tax matters
23.1*23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Locke Liddell & Sapp Zivley, Hill & LaBoon, L.L.P.LLP (included in Exhibit 5.1 hereto)
23.3 Consent of Locke Liddell & Sapp Zivley, Hill & LaBoon, L.L.P.LLP (included in Exhibit 8.1 hereto)
24.1 Power of Attorney (included on signature page)
99.1*99.1 Form of Registration Rights Agreement, dated as of April 15,6, 1998, by
and among Oasis Residential, Inc., ISCO and IFT Properties, Ltd.
*99.2 Form of Registration Rights Agreement, dated as of April 2, 1998,
by and between Oasis Residential, Inc. and Merrill Lynch International
Private Finance Limited
99.3 Contribution Agreement, dated as of October 23, 1998, by and among
Oasis Residential, Inc., Costa Mesa Partners, LLC, ISCO, IFT
Properties, Ltd, Edward Israel and Robert Cohen (filed as Exhibit
10.58 to Oasis Residential, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1997 among
Camden Property Trust, Camden Operating, L.P.(File No. 1-12428) and certain
investors set forth therein
99.2 Thirdincorporated
herein by reference)
II-2
28
99.4 Amended and Restated Limited Liability Company Agreement of Limited PartnershipOasis
Martinique, LLC, dated as of Camden Operating, L.P.
II-2
October 23, 1998, by and among Oasis
Residential, Inc. and the persons named therein (filed as Exhibit
10.59 to Oasis Residential, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1997 (File No. 1-12428) and incorporated
herein by reference)
99.5 Exchange Agreement, dated as of October 23, 1998, by and among Oasis
Residential, Inc., Oasis Martinique, LLC and the holders listed
thereon (filed as Exhibit 10.60 to Oasis Residential, Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1997 (File No.
1-12428) and incorporated herein by reference)
- ----------
* Filed herewith.
** To be filed by amendment.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities
Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post- effectivepost-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to trust managers, directors, officers
and controlling persons of the registrant pursuant to the provisions
described in Item 15 of this Registration Statement or otherwise, the
registrant has been advised that in the opinion
II-3
29
of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than in payment by the
registrant of expenses incurred or paid by a trust manager, director,
officer or controlling person in the successful defense of any action,
suit or proceeding) is asserted against the registrant by such trust
manager, director, officer or controlling person in connection with
the securities being registered hereby, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
II-3II-4
2430
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 22nd day7th of April, 1997.January, 1999.
CAMDEN PROPERTY TRUST
By: /s/ G. Steven Dawson
-----------------------------------
G. Steven Dawson
Senior Vice President-Finance, Chief Financial
Officer, Treasurer and Assistant Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Richard J. Campo, D. Keith Oden and G.
Steven Dawson, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him, and on his
behalf and in his name, place and stead, in any and all capacities, to sign,
execute and file this Registration Statement under the Securities Act of 1933,
as amended, and any or all amendments (including, without limitation,
post-effective amendments), with all exhibits and any and all documents required
to be filed with respect thereto, with the Securities and Exchange Commission or
any regulatory authority, granting unto such attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises in order to
effectuate the same, as fully to all intents and purposes as he himself might or
could do if personally present, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Richard J. Campo Chairman of the Board of Trust Managers April 21, 1997and January 7, 1999
- ------------------------------ and---------------------- Chief Executive Officer
Richard J. Campo (Principal Executive Officer)
/s/ D. Keith Oden President, Chief Operating Officer and April 21, 1997Trust January 7, 1999
- ------------------------------ Trust---------------------- Manager
D. Keith Oden
II-4
25
/s/ G. Steven Dawson Senior Vice President-Finance, Chief April 21, 1997January 7, 1999
- ---------------------------------------------------- Financial Officer, Treasurer and Assistant
G. Steven Dawson Secretary
(Principal Financial and Accounting Officer)
II-5
31
/s/ William R. Cooper Trust Manager April 21, 1997January 7, 1999
- -----------------------------------------------------
William R. Cooper
/s/ George R. Hrdlicka Trust Manager April 21, 1997January 7, 1999
- -----------------------------------------------------
George R. Hrdlicka
/s/ Lewis A. Levey Trust Manager April 21, 1997January 7, 1999
- -----------------------------------------------------
Lewis A. Levey
/s/ F. Gardner Parker Trust Manager April 21, 1997January 7, 1999
- -----------------------------------------------------
F. Gardner Parker
/s/ Steven A. Webster Trust Manager April 21, 1997January 7, 1999
- -----------------------------------------------------
Steven A. Webster
/s/ Scott S. Ingraham Trust Manager January 7, 1999
- -----------------------
Scott S. Ingraham
II-6
2632
EXHIBIT INDEX
Exhibit
Number
- -------
4.1 Amended and Restated Declaration of Trust, as amended (filed as
Exhibit 3.1 to the Company'sCamden Property Trust's Annual Report on Form 10-K for
the year ended December 31, 1993 (File No. 1-12110) and incorporated
herein by reference)
4.2 Second Amended and Restated Bylaws of the Company (filed as Exhibit 3.1
to the Company's CurrentCamden Property Trust's Annual Report on Form 8-K dated October10-K for the year ended
December 31, 19961997 (File No. 1-12110) and incorporated herein by
reference)
4.3 Specimen certificate for Common Shares (filed as Exhibit 4.1 to the Company'sCamden
Property Trust's Registration Statement on Form S-11 filed September
15, 1993 (No. 33-68736) and incorporated herein by reference)
5.14.4 Form of Statement of Designation, Preferences and Rights of Series A
Cumulative Convertible Preferred Shares of Beneficial Interest (filed
as Exhibit 4.1 to Camden Property Trust's Registration Statement on
Form S-4 filed February 6, 1998 (No. 333-45817) and incorporated
herein by reference)
*5.1 Opinion of Locke Liddell & Sapp Zivley, Hill & LaBoon, L.L.P.LLP as to the legality of the securities
being registered
**8.1 Opinion of Locke Liddell & Sapp Zivley, Hill & LaBoon, L.L.P.LLP as to certain tax matters
23.1*23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Locke Liddell & Sapp Zivley, Hill & LaBoon, L.L.P.LLP (included in Exhibit 5.1 hereto)
23.3 Consent of Locke Liddell & Sapp Zivley, Hill & LaBoon, L.L.P.LLP (included in Exhibit 8.1 hereto)
24.1 Power of Attorney (included on signature page)
99.1*99.1 Form of Registration Rights Agreement, dated as of April 15,6, 1998, by
and among Oasis Residential, Inc., ISCO and IFT Properties, Ltd.
*99.2 Form of Registration Rights Agreement, dated as of April 2, 1998, by and
between Oasis Residential, Inc. and Merrill Lynch International Private
Finance Limited
99.3 Contribution Agreement, dated as of October 23, 1998, by and among
Oasis Residential, Inc., Costa Mesa Partners, LLC, ISCO, IFT
Properties, Ltd, Edward Israel and Robert Cohen (filed as Exhibit
10.58 to Oasis Residential, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1997 among Camden Property Trust, Camden Operating, L.P.(File No. 1-12428) and certain investors set forth therein
99.2 Thirdincorporated
herein by reference)
99.4 Amended and Restated Limited Liability Company Agreement of Limited PartnershipOasis
Martinique, LLC, dated as of Camden Operating, L.P.October 23, 1998, by and among Oasis
Residential, Inc. and the persons named therein (filed as Exhibit 10.59
to Oasis Residential, Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1997 (File No. 1-12428) and incorporated herein by
reference)
99.5 Exchange Agreement, dated as of October 23, 1998, by and among Oasis
Residential, Inc., Oasis Martinique, LLC and the holders listed
thereon (filed as Exhibit 10.60 to Oasis Residential, Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1997 (File No.
1-12428) and incorporated herein by reference)
- ------------
* Filed herewith.
** To be filed by amendment.
II-7