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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): December 16, 1997
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)
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)
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ITEM 5. OTHER EVENTS.
On December 16, 1997, Camden Property Trust, a Texas real estate
investment trust ("Camden"), Camden Subsidiary II, Inc., a Delaware corporation
and a wholly owned subsidiary of Camden ("Sub"), and Oasis Residential, Inc., a
Nevada corporation ("Oasis"), entered into an Agreement and Plan of Merger (the
"Merger Agreement"). Pursuant to the Merger Agreement, Oasis will be merged
with and into Sub, each share of common stock of Oasis will be converted into
0.759 of a common share of Camden and each share of Cumulative Convertible
Series A Preferred Stock of Oasis will be converted into 0.759 of a share of
Cumulative Convertible Series A Preferred Stock of Camden. The consummation of
the transactions contemplated by the Merger Agreement is subject to certain
conditions, including approval by the shareholders of each of Camden and Oasis.
Camden anticipates that the transactions contemplated by the Merger Agreement
(the "Merger") will close during the second quarter of 1998.
In addition, (i) Camden and certain stockholders of Oasis (the
"Oasis Stockholders") entered into a Voting Agreement pursuant to which the
Oasis Stockholders agreed to vote all shares of common stock of Oasis
beneficially owned by them in favor of the Merger, as set forth in such Voting
Agreement, and (ii) Oasis and certain shareholders of Camden (the "Camden
Shareholders") entered into a Voting Agreement pursuant to which the Camden
Shareholders agreed to vote all shares of beneficial interest of Camden
beneficially owned by them in favor of the Merger, as set forth in such Voting
Agreement.
Copies of the Merger Agreement and each of the Voting Agreements are
filed as exhibits to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
2.1 Agreement and Plan of Merger, dated December 16, 1997,
among Camden Property Trust, Camden Subsidiary II, Inc. and
Oasis Residential, Inc.
99.1 Company Voting Agreement, dated December 16, 1997, among
Camden Property Trust and certain stockholders of Oasis
Residential, Inc.
99.2 Camden Voting Agreement, dated December 16, 1997, among
Oasis Residential, Inc. and certain shareholders of Camden
Property Trust.
99.3 Press Release, dated December 16, 1997.
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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: December 17, 1997
CAMDEN PROPERTY TRUST
By: /s/ G. Steven Dawson
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G. Steven Dawson
Senior Vice President - Finance, Chief
Financial Officer and Treasurer
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CAMDEN PROPERTY TRUST
INDEX TO EXHIBITS
EXHIBIT PAGE
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2.1 Agreement and Plan of Merger, dated December 16, 1997, among
Camden Property Trust, Camden Subsidiary II, Inc. and Oasis
Residential, Inc.
99.1 Company Voting Agreement, dated December 16, 1997, among
Camden Property Trust and certain stockholders of Oasis
Residential, Inc.
99.2 Camden Voting Agreement, dated December 16, 1997, among
Oasis Residential, Inc. and certain shareholders of Camden Property
Trust.
99.3 Press Release, dated December 16, 1997.