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): December 16, 1996 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 incorporation or Number) organization) 3200 Southwest Freeway, Suite 1500, Houston, Texas 77027 (Address of principal executive offices)(Zip Code) Registrant's telephone number, including area code: (713) 964-3555 Not applicable (Former name or former address, if changed since last report) PAGE Item 5. Other Events. On December 16, 1996, Camden Property Trust (the "Company") entered into an Agreement and Plan of Merger with Paragon Group, Inc., a Maryland Corporation ("Paragon"). Pursuant to the Agreement and Plan of Merger, Paragon would merge with and into a wholly-owned subsidiary of the Company and each share of common stock, par value $.01 per share, of Paragon would be converted into the right to receive 0.64 shares of common stock of the Company subject to adjustment in certain limited circumstances. The consummation of the transaction is subject to certain conditions, including shareholder approval. The press release announcing the merger is attached hereto as Exhibit 99.1 and the Agreement and Plan of Merger is attached hereto as Exhibit 99.2. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. 99.1 Press Release dated December 16, 1996 99.2 Agreement and Plan of Merger, dated as of December 16, 1996, among Camden Property Trust, Camden Subsidiary, Inc. and Paragon Group, Inc. PAGE 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: December 18, 1996 CAMDEN PROPERTY TRUST By: /s/ G. Steven Dawson G. Steven Dawson Senior Vice President-Finance, Chief Financial Officer and Treasurer PAGE CAMDEN PROPERTY TRUST INDEX TO EXHIBITS EXHIBIT PAGE 99.1 Press Release dated December 16, 1996 4 99.2 Agreement and Plan of Merger, dated as of December 16, 1996, among Camden Property Trust, Camden Subsidiary, Inc. and Paragon Group, Inc. 6 PAGE