1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 12, 2001 CAMDEN PROPERTY TRUST (Exact name of Registrant as specified in its Charter) TEXAS 1-12110 76-6088377 (State or other (Commission file number) (I.R.S. Employer jurisdiction of Identification Number) incorporation or organization) Three Greenway Plaza, Suite 1300, Houston, Texas 77046 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (713) 354-2500 Not applicable (Former name or former address, if changed since last report) 2 Item 5. Other Events. Camden Property Trust, a Texas real estate investment trust (the "Company"), has completed an offering of $50,000,000 aggregate principal amount of its 7% Notes due February 15, 2006 (the "2006 Notes") and $150,000,000 aggregate principal amount of its 7.625% Notes due February 15, 2011 (the "2011 Notes" and, together with the 2006 Notes, the "Notes") as described in the Company's Prospectus Supplement dated February 7, 2001 to the Company's Prospectus dated January 12, 2000 (the "Notes Offering"). The Notes were issued pursuant to the Company's existing shelf registration statement. The 2006 Notes bear interest at 7% per year and the 2011 Notes bear interest at 7.625% per year. Interest on each series of Notes will accrue from February 12, 2001, with interest payable each February 15 and August 15 beginning August 15, 2001. The 2006 Notes will mature on February 15, 2006 and the 2011 Notes will mature on February 15, 2011. Each series of Notes is redeemable at any time at the option of the Company, in whole or in part, at a redemption price equal to the principal amount and accrued interest of the respective series of Notes being redeemed, plus a make-whole premium. The 2006 Notes were offered to the public at 99.522% of their face amount and the 2011 Notes were offered to the public at 99.544% of their face amount. The Notes Offering was underwritten by Banc of America Securities LLC, Chase Securities Inc., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, ABN AMRO Incorporated, Banc One Capital Markets, Inc., Commerzbank Capital Markets Corp., Credit Suisse First Boston Corporation, First Union Securities, Inc. and Wachovia Securities, Inc. (the "Underwriters") pursuant to the Underwriting Agreement among the Company and the Underwriters dated February 7, 2001. The Notes were issued under an Indenture between the Company and U.S. Trust Company of Texas, N.A., as trustee. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. 1.1 Form of Underwriting Agreement among the Company and the Underwriters dated February 7, 2001 relating to the Notes Offering. 4.1 Indenture dated as of February 15, 1996 between the Company and U.S. Trust Company of Texas, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K dated February 15, 1996 and incorporated herein by reference). 4.2 First Supplemental Indenture dated as of February 15, 1996 (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K dated February 15, 1996 and incorporated herein by reference). 4.3 Form of Camden Property Trust 7% Note due February 15, 2006. 4.4 Form of Camden Property Trust 7.625% Note due February 15, 2011. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: February 12, 2001 CAMDEN PROPERTY TRUST By: /s/G. Steven Dawson ----------------------------------------------- G. Steven Dawson Senior Vice President - Finance, Chief Financial Officer, Treasurer and Secretary 4 CAMDEN PROPERTY TRUST INDEX TO EXHIBITS EXHIBIT - ------- 1.1 Form of Underwriting Agreement among the Company and the Underwriters dated February 7, 2001 relating to the Notes Offering. 4.1 Indenture dated as of February 15, 1996 between the Company and U.S. Trust Company of Texas, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K dated February 15, 1996 and incorporated herein by reference). 4.2 First Supplemental Indenture dated as of February 15, 1996 (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K dated February 15, 1996 and incorporated herein by reference). 4.3 Form of Camden Property Trust 7% Note due February 15, 2006. 4.4 Form of Camden Property Trust 7.625% Note due February 15, 2011.