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): July 21, 1997 CAMDEN PROPERTY TRUST (Exact Name of Registrant as Specified in Charter) TEXAS 1-12110 76-6088377 (State or Other (Commission File (I.R.S. Employer Jurisdiction of Number) Identification Number) Incorporation or 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) Item 5. Other Events. Camden Property Trust (the "Company") has completed a public offering (the "Offering") of an aggregate 4,830,000 common shares of beneficial interest, par value $0.01 per share (the "Common Shares"), of which 630,000 Common Shares were issued pursuant to the exercise by the Underwriters (as defined below) of their option to purchase additional Common Shares to cover over-allotments. The Offering was underwritten by Donaldson, Lufkin & Jenrette Securities Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Underwriters") pursuant to an Underwriting Agreement among the Company, Camden Operating, L.P. and the Underwriters dated July 15, 1997. Pursuant to a side agreement dated July 15, 1997, Donaldson, Lufkin & Jenrette Securities Corporation agreed to reimburse the Company approximately $600,000 for expenses paid or payable by the Company in connection with the Offering. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. 1.1 Underwriting Agreement among the Company, Camden Operating, L.P. and the Underwriters dated July 15, 1997. 10.1 Agreement between the Company and Donaldson, Lufkin & Jenrette Securities Corporation dated July 15, 1997 relating to the reimbursement of approximately $600,000 in expenses paid or payable by the Company in connection with the Offering. 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: July 21, 1997 CAMDEN PROPERTY TRUST By: /s/ G. Steven Dawson ----------------------- G. Steven Dawson Senior Vice President - Finance, Chief Financial Officer and Treasurer CAMDEN PROPERTY TRUST INDEX TO EXHIBITS EXHIBIT 1.1 Underwriting Agreement among the Company, Camden Operating, L.P. and the Underwriters dated July 15, 1997. 10.1 Agreement between the Company and Donaldson, Lufkin & Jenrette Securities Corporation dated July 15, 1997 relating to the reimbursement of approximately $600,000 in expenses paid or payable by the Company in connection with the Offering.