<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CAMDEN PROPERTY TRUST
(Name of Issuer)
Common Shares of Beneficial Interest, $0.01 par value
(Title of Class of Securities)
133131102
(CUSIP Number)
William R. Cooper
9507 Meadowbrook
Dallas, Texas 75220
(214) 891-2100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 15, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
- -----------------
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
Page 1 of 9 Pages
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 133131102 PAGE 2 OF 9 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William R. Cooper
###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 334,025
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
1,648,436
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 334,025
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
1,648,436
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,982,461
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 133131102 PAGE 3 OF 9 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PGI Associates, L.P.
75-2555459
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
1,407,495
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
1,407,495
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,407,495
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 133131102 PAGE 4 OF 9 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Texas PGI, Inc.
75-1393275
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
1,407,495
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
1,407,495
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,407,495
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
<PAGE> 5
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement relates is the
common shares of beneficial interest, par value $0.01 per share (the "Common
Shares") of Camden Property Trust, a Texas real estate investment trust (the
"Company"). The address of the principal executive offices of the Company is
3200 Southwest Freeway, Suite 1500, Houston, Texas 77027.
ITEM 2. IDENTITY AND BACKGROUND.
This statement on Schedule 13D is being filed by William R. Cooper,
PGI Associates, L.P., a Texas limited partnership ("PGI"), and Texas PGI, Inc.,
a Texas corporation ("Texas PGI"), which is the general partner of PGI. Mr.
Cooper is the controlling shareholder of Texas PGI. (Mr. Cooper, PGI, and
Texas PGI are collectively referred to as the "Reporting Persons.")
The address of Mr. Cooper is 9507 Meadowbrook, Dallas, Texas 75220.
The business address of PGI and Texas PGI is 7557 Rambler Road, Suite 700,
Dallas, Texas 75231.
Mr. Cooper is presently a Trust Manager of the Company. The Company
is a self-administered and self-managed Texas real estate investment trust
engaged in the acquisition, renovation, construction, development and
management of multifamily properties. PGI's principal business is to hold
Common Shares on behalf of PGI's limited partners. Texas PGI's principal
business is to act as general partner of PGI.
None of the Reporting Persons during the last five years has been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding is or was subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
Mr. Cooper is a United States citizen.
Attached as Appendix A hereto and incorporated herein by reference is
a list containing the (a) name, (b) business or residential address, and (c)
present principal occupation or employment and the name, principal business and
address of any corporation or other organization in which such employment is
conducted, of each director and executive officer of Texas PGI. To Texas PGI's
knowledge, each of the directors and executive officers of Texas PGI is a
United States citizen, and none of such directors and executive officers has,
during the past five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Page 5 of 9 Pages
<PAGE> 6
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to an Agreement and Plan of Merger dated December 16, 1996
between the Company, Camden Subsidiary, Inc. and Paragon Group, Inc.
("Paragon"), which was approved by the shareholders of the Company and Paragon
on April 15, 1997, Paragon merged with and into Camden Subsidiary, Inc. and
each share of common stock, par value $0.01 per share, of Paragon was converted
into the right to receive 0.64 Common Shares of the Company (the "Merger"). As
a result of the Merger, all shares of Paragon common stock and units of limited
partnership of Paragon Group, L.P. (previously redeemable for Paragon common
stock) beneficially owned by the Reporting Persons prior to the Merger have
been converted to Common Shares and units of Camden Operating, L.P. (which are
redeemable for Common Shares, at the option of the Company (the "Units")).
Immediately following the Merger, Mr. Cooper became a Trust Manager of the
Company and received an additional 2,000 shares from the Company.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired beneficial ownership of the Common
Shares in connection with the Merger described above in Item 3. The Reporting
Persons intend to hold the Common Shares for investment. The Reporting Persons
may, however, from time to time, in the ordinary course of their business, and,
in the case of PGI, on behalf of itself or its partners, respectively, invest
in additional Common Shares or may engage, depending upon market conditions and
other factors deemed relevant, in a sale or other disposition of all or a
portion of the Common Shares being reported herein.
The Reporting Persons have no present plans or proposals that relate
to or would result in (a) an extraordinary corporate transaction involving the
Company or any of its subsidiaries, (b) a sale or transfer of any of the
Company's assets, (c) a change in the present Board of Trust Managers or
management of the Company, (d) a change in the present capitalization or
dividend policy of the Company or any other material change in the Company's
business or organizational structure, (e) changes in the Company's Declaration
of Trust or bylaws, (f) the delisting or deregistration of any of the Company's
securities, or (g) any action similar to that described in (a)-(f) above.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
The Company reported in its Form S-3 (Registration No. 333-25637), as
filed with the Securities and Exchange Commission on April 22, 1997, that at
April 15, 1997, 26,320,099 Common Shares were issued and outstanding. Mr.
Cooper beneficially owns 1,982,461 Common Shares, which consists of (i) 312,047
Common Shares and Units owned directly by Mr. Cooper; (ii) 21,978 Units held
by WRC Holdings, Inc., a Texas corporation in which Mr. Cooper is the President
and sole shareholder; (iii) 1,407,495 Units held by PGI, the general partner of
which is Texas PGI, which, in turn, is controlled by Mr. Cooper; and (iv)
240,941 Units held by Gateway Mall Associates I, L.P., a Missouri limited
partnership ("Gateway"), in
Page 6 of 9 Pages
<PAGE> 7
which Mr. Cooper serves as a managing partner of the general partner of the
general partner of Gateway. Mr. Cooper is deemed to beneficially own
approximately 7.1% of the issued and outstanding Common Shares (assuming
redemption of all the Units beneficially owned by Mr. Cooper in exchange for
Common Shares).
PGI and Texas PGI beneficially own 1,407,495 Common Shares, which is
approximately 5.1% of the issued and outstanding Common Shares (assuming
redemption of all the Units held by PGI in exchange for Common Shares).
Mr. Cooper has sole voting and dispositive power over (i) the 312,047
Common Shares beneficially owned by him individually and (ii) the 21,978 Common
Shares he beneficially owns through WRC Holdings, Inc. Texas PGI as the
general partner of PGI, and Mr. Cooper, as the controlling shareholder of Texas
PGI, are deemed to have shared voting and dispositive power over the 1,407,495
Common Shares they beneficially own through PGI. Mr. Cooper is deemed to have
shared voting and dispositive power with Lewis A. Levey over the 240,941 Common
Shares he beneficially owns through Gateway by virtue of the fact that they
serve as co-managing partners of the general partner of the general partner of
Gateway. The information required by Item 2 with respect to Mr. Levey, who is
also a Trust Manager of the Company and a managing director of Texas PGI, is
discussed in Item 2 and Appendix A.
None of the Reporting Persons has engaged in any transaction in the
Common Shares within the past sixty days, other than in connection with the
acquisition of the Common Shares reported hereby. No person other than the
respective Reporting Person has the right to receive or the power to direct the
receipt of dividends or the proceeds from the sale of the Common Shares
beneficially owned by the Reporting Persons.
Information regarding the number and percentage of Common Shares
beneficially owned by the directors and executive officers of Texas PGI is set
forth on Appendix A, which is attached hereto and incorporated herein by
reference. Texas PGI disclaims beneficial ownership of any Common Shares
beneficially owned by its directors and executive officers.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Reporting Persons have not entered into any contracts,
arrangements, understandings or relationships (legal or otherwise) among
themselves or with any other person with respect to any securities of the
Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 10.1 Joint Filing Agreement pursuant to Rule 13d-1(f)(1)(iii)
Page 7 of 9 Pages
<PAGE> 8
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Date: April 25, 1997 /s/ William R. Cooper
------------------------------
William R. Cooper
PGI Associates, L.P.
By: Texas PGI, Inc.
Its: General Partner
By: /s/ William R. Cooper
------------------------------
Name: William R. Cooper
Title: President
Texas PGI, Inc.
By: /s/ William R. Cooper
------------------------------
Name: William R. Cooper
Title: President
Page 8 of 9 Pages
<PAGE> 9
Appendix A
<TABLE>
<CAPTION>
Name of Director
or Executive Officer Number of Common
and Business or Principal Occupation Shares of the Company
Residential Address or Employment Beneficially Owned
- ------------------- ------------- ------------------
<S> <C> <C>
William R. Cooper Trust Manager 1,982,461 (7.1%)
9507 Meadowbrook Camden Property Trust
Dallas, Texas 75220 Houston, Texas
Jerry J. Bonner Secretary & Treasurer 16,184 (*)
7557 Rambler Road, Suite 700 Texas PGI, Inc.
Dallas, Texas 75231 Dallas, Texas
Lewis A. Levey Trust Manager 312,933 (1.2%)
12400 Olive Blvd., Suite 100 Camden Property Trust
St. Louis, Missouri 63141 Houston, Texas
Don M. Shine Managing Director 49,114 (*)
7557 Rambler Road, Suite 700 Texas PGI, Inc.
Dallas, Texas 75231 Dallas, Texas
Steven A. Means Managing Director --
7557 Rambler Road, Suite 700 Texas PGI, Inc.
Dallas, Texas 75231 Dallas, Texas
Jeffrey B. Allen Vice President --
25B Technology Drive, 2d Floor Security Capital Pacific
Irvine, CA 92618 25B Technology Drive, 2d Floor
Irvine, California 92618
(a real estate management firm)
</TABLE>
* Less than 1%
Page 9 of 9 Pages
<PAGE> 10
EXHIBIT INDEX
EXHIBIT 10.1 Joint Filing Agreement
<PAGE> 1
Exhibit 10.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the
General Rules and Regulations of the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended, the undersigned agree to the
joint filing on behalf of each of them of this statement on Schedule 13D and
any subsequent amendments thereto.
IN WITNESS WHEREOF, the undersigned have caused this Joint Filing
Agreement to be signed as of this 25th day of April, 1997.
/s/ William R. Cooper
-------------------------------
William R. Cooper
PGI Associates, L.P.
By: Texas PGI, Inc.
Its: General Partner
By: /s/ William R. Cooper
-----------------------------
Name: William R. Cooper
Title: President
Texas PGI, Inc.
By: /s/ William R. Cooper
-----------------------------
Name: William R. Cooper
Title: President
