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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 23, 1999
CAMDEN PROPERTY TRUST
(Exact name of Registrant as specified in its Charter)
Texas 1-12110 76-6088377
(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification Number)
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)
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ITEM 5. OTHER EVENTS.
On February 23, 1999, Camden Property Trust, a Texas real estate investment
trust ("Camden"), Camden Operating, L.P., a Delaware limited partnership the
general partner of which is an indirect wholly-owned subsidiary of Camden (the
"Operating Partnership"), Belcrest Realty Corporation, a Delaware corporation
("Belcrest"), and Belair Realty Corporation, a Delaware corporation (together
with Belcrest, the "Contributors"), entered into a Contribution Agreement, a
copy of which is filed as an exhibit to this Form 8-K, pursuant to which, among
other things, the Contributors contributed to the Operating Partnership an
aggregate of $100,000,000 in return for an aggregate of 4,000,000 8 1/2% Series
B Cumulative Redeemable Perpetual Preferred Units (the "Series B Units") of
limited partnership interest in the Operating Partnership. The rights,
limitations and preferences of the Series B Units are set forth in First
Amendment to Third Amended and Restated Agreement of Limited Partnership of
Camden Operating, L.P., dated as of February 23, 1999 (the "Amendment"), a copy
of which is filed as an exhibit to this Form 8-K.
The Series B Units will be exchangeable in whole or in part at any time on
or after February 23, 2009 at the option of the holders thereof for 8 1/2%
Series B Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest
of Camden (the "Series B Shares") at an exchange rate of one Series B Share for
one Series B Unit, subject to adjustment as set forth in the Amendment, and at
certain earlier times pursuant to the terms of the Amendment. The rights,
limitations and preferences of the Series B Shares are set forth in the
Statement of Designation, Preferences and Rights of 8 1/2% Series B Cumulative
Redeemable Perpetual Preferred Shares of Beneficial Interest, the form of which
is filed as an exhibit to this Form 8-K. Camden has granted certain registration
rights to the Contributors relating to Camden's common shares of beneficial
interest that may be issued to the Contributors in an exchange of units pursuant
to a Registration Rights Agreement, dated as of February 23, 1999, among Camden
and the unitholders named therein, a copy of which is filed as an exhibit to
this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
4.1 Form of Statement of Designation of Series B Cumulative Redeemable
Perpetual Preferred Shares of Beneficial Interest
99.1 Contribution Agreement, dated as of February 23, 1999, by and among
Belcrest Real Estate Corporation, Belair Realty Corporation, Camden
Operating, L.P. and Camden Property Trust
99.2 First Amendment to Third Amended and Restated Agreement of Limited
Partnership of Camden Operating, L.P., dated as of February 23,1999
99.3 Registration Rights Agreement, dated as of February 23, 1999, by
and between Camden Property Trust and the unitholders named therein
99.4 Press Release, dated February 24, 1999
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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: March 2, 1999
CAMDEN PROPERTY TRUST
By: /S/ G. STEVEN DAWSON
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G. Steven Dawson
Senior Vice President - Finance
Chief Financial Officer, Treasurer and
Secretary
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CAMDEN PROPERTY TRUST
INDEX TO EXHIBITS
EXHIBIT
4.1 Form of Statement of Designation of Series B Cumulative Redeemable
Perpetual Preferred Shares of Beneficial Interest
99.1 Contribution Agreement, dated as of February 23, 1999, by and among
Belcrest Real Estate Corporation, Belair Realty Corporation, Camden
Operating, L.P. and Camden Property Trust
99.2 First Amendment to Third Amended and Restated Agreement of Limited
Partnership of Camden Operating, L.P., dated as of February 23, 1999
99.3 Registration Rights Agreement, dated as of February 23, 1999, by and
between Camden Property Trust and the unitholders named therein
99.4 Press Release, dated February 24, 1999