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): April 15, 1997
CAMDEN PROPERTY TRUST
(Exact name of Registrant as Specified in Charter)
TEXAS 1-12110 76-6088377
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File number) Identification
Incorporation) 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 2. Acquisition or Disposition of Assets.
On April 15, 1997, Paragon Group, Inc. ("Paragon") merged with and
into Camden Subsidiary, Inc., a wholly-owned subsidiary of Camden Property
Trust (the "Company"), the Registrant, pursuant to an Agreement and Plan of
Merger dated as of December 16, 1996 (the "Merger Agreement"), as
previously filed as Annex I to the Joint Proxy Statement/Prospectus of the
Company and Paragon that was made a part of the Registration Statement on
Form S-4 (File no. 333-22411) filed with the Securities and Exchange
Commission on February 26, 1997. As provided in the Merger Agreement, each
of the shares of Paragon common stock outstanding on April 15, 1997 was
exchanged for 0.64 shares of the Company's common shares. The Company
issued approximately 9,466,346 shares in exchange for the outstanding
shares of Paragon common stock. The closing price of Camden common shares
on April 15, 1997 was $27.00.
Paragon, a Maryland corporation, was a fully integrated real estate
investment trust headquartered in Dallas, Texas whose business was the
operation, development and acquisition of multifamily residential
communities in the Southwest, Midwest, North Carolina and Florida. As of
December 31, 1996, Paragon owned (either directly or through interests in
other entities) interests in 57 multifamily residential communities
totalling 15,954 apartment units (the "Paragon Residential Properties")
located in six states, with three additional multifamily communities,
totaling 856 residential units, under construction. Paragon also had
indirect minority ownership interests in three commercial properties,
including a 20% interest in a 401,625 square foot office building. As of
December 31, 1996, Paragon, through Paragon Residential Services, Inc.,
managed 77 multifamily residential communities (including the Paragon
Residential Properties) located across the United States, containing
approximately 21,696 apartment units. Subsequent to December 31, 1996 and
prior to consummation of the merger, three of Paragon's properties
containing 835 units were sold and all three of Paragon's construction
properties were substantially complete and in lease-up, resulting in 15,975
units in its portfolio at the merger date.
Immediately following the merger, William R. Cooper and Lewis A.
Levey, former directors of Paragon, became trust managers of the Company,
to serve as such in accordance with the Company's Bylaws. Although it was
originally anticipated that Brian F. Lavin, the former President-
Residential Group of Paragon and Senior Vice President of Paragon Group GP
Holdings, Inc. would become Senior Vice President - Asset Management of the
Company, Mr. Lavin has chosen to pursue other endeavors.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Businesses Acquired.
Financial statements for Paragon will be filed within sixty (60)
days from the date this report is filed.
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(b) Pro Forma Financial Information.
Pro forma financial information will be filed within sixty (60)
days from the date this report is filed.
(c) Exhibits.
2.1 Agreement and Plan of Merger dated December 16, 1996, among
the Registrant, Camden Subsidiary, Inc. and Paragon Group,
Inc. (incorporated by reference from Exhibit 99.2 of the
Registrant's Form 8-K filed December 18, 1996 (File No. 1-
12110)).
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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: April 29, 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
