As filed with the Securities and Exchange Commission on April 4, 1997.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
________________
CAMDEN PROPERTY TRUST
(Exact name of registrant as specified in its charter)
Texas 76-6088377
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3200 Southwest Freeway, Suite 1500
Houston, Texas 77027
(713) 964-3555
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
________________
Richard J. Campo
Chairman and Chief Executive Officer
Camden Property Trust
3200 Southwest Freeway, Suite 1500
Houston, Texas 77027
(713) 964-3555
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
________________
Copies to:
Bryan L. Goolsby
Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
2200 Ross Avenue, Suite 900
Dallas, Texas 75201
(214) 220-4800
FAX: (214) 220-4899
________________
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement as
determined by market conditions.
If the only securities being registered on this form are being offered
pursuant to divided or interest reinvestment plans, please check the
following box. |_|
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
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CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------
Title of Each | |Proposed |Proposed |
Class of | |Maximum |Maximum |
Securities | |Offering |Aggregate |Amount of
to be |Amount to be |Price |Offering |Registration
Registered(1) |Registered(2)|Per Unit(3)|Price(2)(3) |Fee
- ---------------------------------------------------------------------------
Debt Securities(4) | | | |
Preferred Shares(5)|$500,000,000 | (8) |$500,000,000 |$151,515.15(9)
Common Shares(6) | | | |
Securities | | | |
Warrants(7) | | | |
- ---------------------------------------------------------------------------
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(Footnotes from previous page)
(1) This Registration Statement also covers delayed delivery contracts that
may be issued by the Registrant under which the party purchasing such
contracts may be required to purchase Debt Securities, Preferred
Shares, Common Shares or Securities Warrants. Such contracts may be
issued together with the specific Securities to which they relate. In
addition, Securities registered hereunder either may be sold separately
or as units comprised of more than one type of Security registered
hereunder.
(2) In U.S. Dollars or the equivalent thereof denominated in one or more
foreign currencies or units of two or more foreign currencies or
composite currencies (such as European Currency Units).
(3) Estimated solely for the purpose of calculating the registration fee.
This Registration Statement is intended to register both the issuance
of Common Shares and Preferred Shares issued for sale directly by the
Company, as well as the issuance of such Common Shares and Preferred
Shares upon the conversion of the Debt Securities or the Preferred
Shares, as appropriate, or upon exercise of Securities Warrants. No
separate consideration will be received for Common Shares or Preferred
Shares that are issued upon conversion of Debt Securities or Preferred
Shares registered hereunder as the case may be. The aggregate maximum
offering price of all Securities issued pursuant to this Registration
Statement will not exceed $500,000,000.
(4) Such indeterminate principal amount of Debt Securities as may from time
to time be issued at indeterminate prices.
(5) Such indeterminate number of Preferred Shares as may from time to time
be issued at indeterminate prices or issuable upon conversion of Debt
Securities or exercise of Securities Warrants.
(6) Such indeterminate number of Common Shares as may from time to time be
issued at indeterminate prices or issuable upon conversion of Debt
Securities or Preferred Shares registered hereunder, as the case may
be, or exercise of Securities Warrants.
(7) Such indeterminate number of Debt Securities Warrants, Preferred Shares
Warrants and Common Shares Warrants representing rights to purchase
Debt Securities, Preferred Shares and Common Shares, respectively,
registered pursuant to this Registration Statement, as may from time to
time be issued at indeterminate prices.
(8) Omitted pursuant to General Instruction II.D of Form S-3 under the
Securities Act of 1933, as amended.
(9) Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as
amended.
------------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED APRIL 4, 1997
PROSPECTUS
CAMDEN PROPERTY TRUST
$500,000,000
Debt Securities, Preferred Shares,
Common Shares and Securities Warrants
Camden Property Trust, a Texas real estate investment trust (the
"Company"), may from time to time offer and sell in one or more series (i)
its unsecured senior debt securities (the "Debt Securities"); (ii) its
preferred shares of beneficial interest, par value $0.01 per share
(the"Preferred Shares"); (iii) its common shares of beneficial interest,
par value $0.01 per share (the "Common Shares"); or (iv) warrants to
purchase Common Shares (the "Common Shares Warrants"), warrants to purchase
Debt Securities (the "Debt Securities Warrants") and warrants to purchase
preferred Shares (the "Preferred Shares Warrants"), with an aggregate
public offering price of up to $500,000,000 (or its equivalent in any other
currency or composite currency based on the exchange rate at the time of
sale) in amounts, at prices and on terms to be determined by market
conditions at the time of offering. The Common Shares Warrants, the Debt
Securities Warrants and the Preferred Shares Warrants shall be referred to
herein collectively as the "Securities Warrants." The Debt Securities,
Preferred Shares, Common Shares and Securities Warrants (collectively, the
"Securities") may be offered, separately or together, in separate series in
amounts, at prices and on terms to be set forth in an accompanying
supplement to this Prospectus (a "Prospectus Supplement").
With respect to the Debt Securities, the specific title, aggregate
principal amount, currency, form (which may be registered or bearer, or
certificated or global), authorized denominations, maturity, rate (or
manner of calculation thereof) and time of payment of interest, terms for
redemption at the option of the Company or repayment at the option of the
Holder, any sinking fund provisions and any conversion provisions will be
set forth in the applicable Prospectus Supplement. The terms of the
Preferred Shares, including the specific designation and stated value per
share, any dividend, liquidation, redemption, conversion, voting and other
rights, and all other specific terms of the Preferred Shares will be set
forth in the applicable Prospectus Supplement. In the case of Common
Shares, the specific number of shares and issuance price per share will be
set forth in the applicable Prospectus Supplement. In the case of the
Securities Warrants, the duration, offering price, exercise price and
detachability, if applicable, will be set forth in the applicable
prospectus Supplement. In addition, such specific terms may include
limitations on direct or beneficial ownership and restrictions on transfer
of the Securities, in each case as may be appropriate to preserve the
status of the Company as a real estate investment trust (a "REIT") for
united States federal income tax purposes. The applicable Prospectus
supplement will also contain information, where applicable, about certain
United States federal income tax considerations relating to, and any
listing on a securities exchange of, the Securities covered by such
prospectus Supplement.
The Securities may be offered directly by the Company, through agents
designated from time to time by the Company, or to or through underwriters
or dealers. If any agents or underwriters are involved in the sale of any
of the Securities, their names, and any applicable purchase price, fee,
commission or discount arrangement between or among them, will be set
forth, or will be calculable from the information set forth, in the
applicable Prospectus Supplement. See "Plan of Distribution." No
securities may be sold without delivery of the applicable Prospectus
Supplement describing the method and terms of the offering of such series
of Securities.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
____________________
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR
ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION
TO THE CONTRARY IS UNLAWFUL.
____________________
This Prospectus may not be used to consummate sales of Securities
unless accompanied by a Prospectus Supplement.
____________________
The date of this Prospectus is ___________, 1997
<PAGE>
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
<PAGE>
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission
(the"Commission"), a Registration Statement on Form S-3 (the "Registration
statement") under the Securities Act of 1933, as amended (the "Securities
Act") and the rules and regulations promulgated thereunder, with respect to
the Securities offered pursuant to this Prospectus. This Prospectus, which
is part of the Registration Statement, does not contain all of the
information set forth in the Registration Statement and the exhibits and
schedules thereto. For further information with respect to the Company and
the Securities, reference is made to the Registration Statement and such
exhibits and schedules. Statements contained in this Prospectus as to the
contents of any contract or other document which is filed as an exhibit to
the Registration Statement are not necessarily complete, and each such
statement is qualified in its entirety by reference to the full text of
such contract or document.
The Company is subject to the informational requirements of the
securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files reports, proxy and information statements and
other information with the Commission. Such reports, proxy and information
statements and other information and the Registration Statement and
exhibits and schedules thereto filed by the Company with the Commission can
be inspected and copied at the Public Reference Section maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the regional offices of the Commission located at 7 World Trade
Center, 13th Floor, New York, New York 10048 and at 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material
can be obtained from the Public Reference Section of the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
The Commission also maintains a Web site at (http://www.sec.gov) that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. Such
reports, proxy and information statements and other information can also be
inspected at the offices of the New York Stock Exchange (the "NYSE"),
20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission (File
No. 1-12110) are incorporated by reference herein and shall be deemed to be
a part hereof:
(a) Annual Report on Form 10-K for the year ended December 31, 1996;
and
(b) The description of the Common Shares contained in the Company's
Registration Statement on Form 8-A.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
prospectus and prior to the termination of this offering shall be deemed to
be incorporated by reference in this Prospectus and to be a part hereof
from the date of the filing of such documents. Any statement contained in
a document incorporated by reference or deemed to be incorporated by
reference shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed incorporated document or in an accompanying prospectus
supplement, if any, modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus or any
accompanying prospectus supplement.
UPON WRITTEN OR ORAL REQUEST OF ANY PERSON TO WHOM A PROSPECTUS IS
DELIVERED, THE COMPANY WILL PROVIDE, WITHOUT CHARGE, A COPY OF THE DOCUMENTS
WHICH HAVE BEEN INCORPORATED BY REFERENCE (OTHER THAN EXHIBITS UNLESS SUCH
EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE IN ANY SUCH DOCUMENT) IN
THIS PROSPECTUS. REQUESTS FOR SUCH DOCUMENTS SHOULD BE DIRECTED TO G. STEVEN
DAWSON, SR. VICE PRESIDENT - FINANCE AND CHIEF FINANCIAL OFFICER, CAMDEN
PROPERTY TRUST, 3200 SOUTHWEST FREEWAY, SUITE 1500, HOUSTON, TEXAS 77027,
TELEPHONE NUMBER (713) 964-3555.
<PAGE>
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THE COMPANY
Camden Property Trust is a self-administered and self-managed real
estate investment trust (a "REIT") formed pursuant to the Texas Real Estate
Investment Trust Act, as amended (the "Texas REIT Act"). Unless the
context otherwise requires, all references herein to the "Company" shall
mean Camden Property Trust and its subsidiaries, and "Centeq" shall mean
Centeq Investments, Inc. and its predecessors and related affiliates,
partnerships and companies. As of December 31, 1996, the Company owned and
operated 48 multifamily properties (the "Operating Properties") containing
17,611 units located in Houston, Dallas/Fort Worth, Austin, Corpus Christi,
El Paso, Phoenix and Tucson. The Operating Properties had a weighted
average occupancy rate of 94.0% for the year ended December 31, 1996. The
Company also had five multifamily properties under development in Houston,
Dallas and Phoenix (the "Development Properties") which will, when
completed, add 1,778 units to its portfolio, and has one site in Denver
which it intends to develop. The Company is vertically integrated, with
operations that encompass multifamily property acquisition, development,
construction services, management, marketing, finance, leasing, brokerage
and asset management.
The Company was formed in 1993 to continue the multifamily property
acquisition, development, management and marketing operations and related
business objectives and strategies of Centeq (the "Multifamily
operations"). Upon completion of the Company's initial public offering in
July 1993 and the concurrent completion of the transactions involved in the
formation of the Company (the "Formation Transactions"), the Company
succeeded to the Multifamily Operations of Centeq and owned and operated 20
properties located in the Houston, Dallas and Austin metropolitan areas
containing 7,054 units and owned contracts to purchase two development
properties. The predecessors of Centeq were formed in 1982 by Richard J.
Campo, the Company's Chairman of the Board of Trust Managers and Chief
Executive Officer, and D. Keith Oden, the Company's President and Chief
Operating Officer, to provide real estate services to owners and financial
institutions. Centeq was involved in the acquisition, development,
management and marketing of approximately 28 multifamily properties
containing 8,564 units in certain major Texas and other markets and the
development, marketing and management of a number of other types of
properties, including office facilities, high-rise condominiums and
research facilities. The Company is operated under the direction of
Messrs. Campo and Oden and a management team consisting of substantially
all of the former personnel of Centeq.
On December 16, 1996, the Company entered into an Agreement and Plan
of Merger with Paragon Group, Inc., a Maryland corporation ("Paragon").
Pursuant to the Agreement and Plan of Merger, Paragon would merge with and
into a wholly-owned subsidiary of the Company and each share of common
stock, par value $.01 per share, of Paragon would be converted into the
right to receive 0.64 common shares of the Company subject to adjustment in
certain limited circumstances. The consummation of the transaction is
subject to certain conditions, including shareholder approval. Both
parties have scheduled shareholder meetings to be held on April 15, 1997
for purposes of voting on the proposed merger.
Paragon is a fully integrated REIT headquartered in Dallas, Texas
whose business is the operation, development and acquisition of multifamily
residential communities in the Southwest, Midwest, North Carolina and
Florida. Paragon is a self-administered and self-managed REIT that, as of
December 31, 1996, 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 has indirect minority
ownership interests in three commercial properties, including a 20%
interest in a 401,625 square foot office building. In addition, 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,
three of Paragon's properties were sold and one of Paragon's construction
properties was completed.
The Company elected to be taxed as a REIT for federal income tax
purposes for its taxable year ended December 31, 1996, and expects to
continue to elect such status. Although the Company believes that it was
organized and has been operating in conformity with the requirements for
qualification as a REIT under the Internal Revenue Code of 1986, as amended
(the "Code"), no assurance can be given that the Company will continue to
qualify as a REIT. Qualification as a REIT involves application of highly
technical and complex Code provisions for which there are only limited
judicial or administrative interpretations. If in any taxable year the
Company would fail to qualify as a REIT, the Company would not be allowed a
deduction for distributions to shareholders for computing taxable income
and would be subject to federal taxation at regular corporate rates.
Unless entitled to relief under certain statutory provisions, the Company
would also be disqualified from treatment as a REIT for the four taxable
years following the year during which qualification was lost. As a result,
the Company's ability to make distributions to its shareholders would be
adversely affected.
To ensure that the Company qualifies as a REIT, transfer of the Common
Shares or Preferred Shares is subject to certain restrictions and ownership
of the outstanding Shares (as defined in the Company's Amended and Restated
Declaration of Trust (the "Declaration of Trust")) by any single person is
limited to 9.8% of the total number of outstanding Shares, subject to
certain exceptions. As provided in the Declaration of Trust, any purported
transfer in violation of the above-described ownership limitations shall be
void.
The Common Shares of the Company are listed on the NYSE under the
symbol "CPT." On February 5, 1997, the Company announced an anticipated
dividend increase from $1.90 per share to $1.96 for 1997. On March 17,
1997, the Company declared its quarterly dividend ($0.49 per Common Share)
for the first quarter of 1997. The dividend is payable on April 17, 1997
to shareholders of record as of March 31, 1997. The Company intends to
continue making regular quarterly distributions to its shareholders.
Distributions depend upon a variety of factors, and there can be no
assurance that distributions will be made.
The Company's principal executive offices are located at 3200
Southwest Freeway, Suite 1500, Houston, Texas 77027 and its telephone
number is (713) 964-3555.
USE OF PROCEEDS
Unless otherwise described in the Prospectus Supplement which
accompanies this Prospectus, the Company intends to use the net proceeds
from the sale of the Securities for general corporate purposes, which may
include the acquisition and development of multifamily properties as
suitable opportunities arise, the improvement of certain properties in the
Company's portfolio and the repayment of certain then-outstanding secured
or unsecured indebtedness. Pending use for the foregoing purposes, such
proceeds may be invested in short-term, interest-bearing time or demand
deposits with financial institutions, cash items or qualified government
securities.
DESCRIPTION OF COMMON SHARES
The Declaration of Trust of the Company provides that the Company may
issue up to 110,000,000 shares of beneficial interest, par value $0.01 per
share, consisting of 100,000,000 Common Shares and 10,000,000 Preferred
Shares. At December 31, 1996, 16,521,366 Common Shares were issued and
outstanding and no Preferred Shares were issued and outstanding.
The following description of the Common Shares sets forth certain
general terms and provisions of the Common Shares to which any Prospectus
Supplement may relate, including a Prospectus Supplement providing that
Common Shares will be issuable upon conversion of Debt Securities or
Preferred Shares of the Company or upon the exercise of the Common Shares
Warrants issued by the Company. The statements below describing the Common
Shares are in all respects subject to and qualified in their entirety by
reference to the applicable provisions of the Company's Declaration of
Trust and Amended and Restated Bylaws.
General
Subject to the provisions of the Declaration of Trust regarding Excess
Securities (as defined therein), holders of Common Shares are entitled to
such dividends, in cash, property or shares of beneficial interest, as may
be declared from time to time by the Board of Trust Managers. The Company
is prohibited from declaring or paying any dividend when the Company is
unable to pay its debts as they become due in the usual course of business
or when the payment of such dividend would result in the Company becoming
unable to pay its debts as they become due in the usual course of business.
Payment and declaration of dividends on the Common Shares and purchases of
shares thereof by the Company will be subject to certain restrictions if
the Company fails to pay dividends on the Preferred Shares. See
"Description of Preferred Shares." In the event of any liquidation,
dissolution or winding-up of the affairs of the Company, holders of Common
Shares will be entitled to share equally and ratably in the assets of the
Company remaining after provision for liabilities to creditors and payment
of liquidation preferences to holders of Preferred Shares or senior Debt
Securities and subject to the provisions of the Declaration of Trust
regarding Excess Securities. Each outstanding Common Share entitles the
holder to one vote on all matters submitted to a vote of shareholders,
including the election or removal of Trust Managers, amendments to the
Declaration of Trust, proposals to terminate, reorganize, merge or
consolidate the Company or to sell or dispose of substantially all of the
Company's property and with respect to certain business combinations. There
is no cumulative voting in the election of Trust Managers. The Company
will have perpetual existence unless and until dissolved and terminated.
Upon receipt by the Company of lawful payment therefor, the Common Shares
will, when issued, be fully paid and nonassessable, and will not be subject
to redemption except (as described in the Declaration of Trust) as
necessary to preserve the Company's status as a REIT. A shareholder of the
Company has no preemptive rights to subscribe for additional Common Shares
or other securities of the Company except as may be granted by the Board of
Trust Managers.
Restrictions on Ownership
For the Company to qualify as a REIT under the Code, not more than
50%in value of its outstanding Shares may be owned directly or indirectly,
by five or fewer individuals (as defined in the Code to include certain
entities) during the last half of a taxable year, and such Shares must be
beneficially owned by 100 or more persons during at least 335 days of a
taxable year of 12 months, or during a proportionate part of a shorter
taxable year.
Because the Board of Trust Managers believes it is essential for the
Company to continue to qualify as a REIT, the Declaration of Trust, subject
to certain exceptions, provides that no holder may own, or be deemed to own
by virtue of the attribution provisions of the Code, more than 9.8% (the
"Ownership Limit") of the total outstanding Shares. The Trust Managers are
not permitted to waive the Ownership Limit. Any transfer of Shares that
would: (i) create a direct or indirect ownership of Shares in excess of the
Ownership Limit; (ii) result in the Shares being owned by fewer than 100
persons; (iii) result in the Company being "closely held" within the
meaning of Section 856(h) of the Code; or (iv) result in the
disqualification of the Company as a REIT, shall be null and void, and the
intended transferee will acquire no rights in the Shares, except as
provided in the Declaration of Trust regarding Excess Securities.
The Company's Declaration of Trust provides that Shares owned, or
deemed to be owned, or transferred to a shareholder in excess of the
Ownership Limit will automatically be deemed to be Excess Securities and as
such will be deemed to have been transferred to the Company as trustee of a
trust for the exclusive benefit of the transferees to whom such Shares may
ultimately be transferred without violating the Ownership Limit. For
purposes of such Ownership Limit, convertible securities will be treated as
if such securities had been converted in calculating the Ownership Limit.
While the Excess Securities are held in trust, they will not be entitled to
vote (except as required by law), and they will not be entitled to
participate in dividends or other distributions. Any dividend or
distribution paid to a proposed transferee of Excess Securities prior to
the discovery by the Company that Shares have been transferred in violation
of the provisions of the Company's Declaration of Trust shall be repaid to
the Company upon demand. The original transferee-shareholder may, at any
time the Excess Securities are held by the Company in trust, transfer the
interest in the trust representing the Excess Securities to any individual
whose ownership of the Shares that have been deemed to be Excess Securities
would be permitted under the Ownership Limit, at a price not in excess of
the price paid by the original transferee-shareholder for the Shares that
were exchanged into Excess Securities. Immediately upon the transfer to
the permitted transferee, the Excess Securities will automatically be
deemed to be Shares of the class from which they were converted. If the
foregoing transfer restrictions are determined to be void or invalid by
virtue of any legal decision, statute, rule or regulation, then the
intended transferee-shareholder of any Excess Securities may be deemed, at
the option of the Company, to have acted as an agent on behalf of the
Company in acquiring the Excess Securities and to hold the Excess
Securities on behalf of the Company.
In addition to the foregoing transfer restrictions, the Company will
have the right, for a period of 90 days during the time any Excess
Securities are held by the Company in trust, to purchase all or any portion
of the Excess Securities from the original transferee-shareholder at the
lesser of the price paid for the Shares by the original
transferee-shareholder and the market price (as determined in the manner
set forth in the Declaration of Trust) of the Shares on the date the
Company exercises its option to purchase. The 90-day period begins on the
later of the date of the violative transfer or date the Board of Trust
Managers determines that a violative transfer has been made.
All certificates representing the Common Shares will bear a legend
referring to the restrictions described above.
Each shareholder shall upon demand be required to disclose to the
Company in writing any information with respect to the direct, indirect and
constructive ownership of beneficial interests as the Board of Trust
Managers deems necessary to comply with the provisions of the Code
applicable to REITs, to comply with the requirements of any taxing
authority or governmental agency or to determine any such compliance.
The Ownership Limit may have the effect of precluding acquisition of
control of the Company unless the Board of Trust Managers and the
shareholders determine that maintenance of REIT status is no longer in the
best interest of the Company.
Shareholder Liability
The Declaration of Trust provides that no shareholder shall be
personally or individually liable in any manner whatsoever for any debt,
act, omission or obligation incurred by the Company or the Board of Trust
Managers. A shareholder shall be under no obligation to the Company or to
its creditors with respect to such Shares other than the obligation to pay
to the Company the full amount of the consideration for which such Shares
were issued or to be issued. By statute, the State of Texas provides
limited liability for shareholders of a REIT organized under the Texas REIT
Act.
Transfer Agent and Registrar
American Stock Transfer & Trust Company or its successor is the
transfer agent and registrar for the Common Shares.
DESCRIPTION OF PREFERRED SHARES
The following description of the terms of the Preferred Shares sets
forth certain general terms and provisions of the Preferred Shares to which
any Prospectus Supplement may relate. Certain other terms of any series of
the Preferred Shares offered by any Prospectus Supplement will be described
in such Prospectus Supplement. The description of certain provisions of
the Preferred Shares set forth below and in any Prospectus Supplement does
not purport to be complete and is subject to and qualified in its entirety
by reference to the Company's Declaration of Trust and the Board of Trust
Managers' resolution or resolutions relating to each series of the
Preferred Shares which will be filed with the Commission and incorporated
by reference as an exhibit to the Registration Statement of which this
Prospectus is a part at or prior to the time of the issuance of such series
of Preferred Shares.
General
The Company is authorized to issue 10,000,000 preferred shares of
beneficial interest, par value $0.01 per share, of which no Preferred
Shares were outstanding at December 31, 1996.
Under the Company's Declaration of Trust, the Board of Trust Managers,
without further shareholder approval, may from time to time establish and
issue Preferred Shares in one or more series with such designations,
powers, preferences or rights of the shares of such series and the
qualifications, limitations or restrictions thereon.
The Preferred Shares shall have the dividend, liquidation, redemption
and voting rights set forth below unless otherwise provided in a Prospectus
Supplement relating to a particular series of the Preferred Shares.
Reference is made to the Prospectus Supplement relating to the particular
series of the Preferred Shares offered thereby for specific terms,
including: (i) the designation and stated value per share of such Preferred
Shares and the number of shares offered; (ii) the amount of liquidation
preference per share; (iii) the initial public offering price at which such
Preferred Shares will be issued; (iv) the dividend rate (or method of
calculation), the dates on which dividends shall be payable and the dates
from which dividends shall commence to cumulate, if any; (v) any redemption
or sinking fund provisions; (vi) any conversion right; and (vii) any
additional voting, dividend, liquidation, redemption, sinking fund and
other rights, preferences, privileges, limitations and restrictions not in
conflict with the Declaration of Trust or the Texas REIT Act. The
Preferred Shares will, when issued for lawful consideration therefor, be
fully paid and nonassessable and will have no preemptive rights.
Rank
Unless otherwise specified in the Prospectus Supplement, the Preferred
Shares will, with respect to dividend rights and rights upon liquidation,
dissolution or winding up of the Company, rank (i) senior to all classes or
series of Common Shares and to all equity securities ranking junior to such
Preferred Shares; (ii) on a parity with all equity securities issued by the
Company the terms of which specifically provide that such equity securities
rank on a parity with the Preferred Shares; and (iii) junior to all equity
securities issued by the Company the terms of which specifically provide
that such equity securities rank senior to the Preferred Shares. The
rights of the holders of each series of the Preferred Shares will be
subordinate to those of the Company's general creditors.
Dividends
Holders of each series of Preferred Shares shall be entitled to
receive, when, as and if declared by the Board of Trust Managers of the
Company, out of assets of the Company legally available for payment, cash
dividends at such rates and on such dates as will be set forth in the
applicable Prospectus Supplement. Such rates may be fixed or variable or
both. Each such dividend shall be payable to holders of record as they
appear on the share transfer books of the Company on such record dates as
shall be fixed by the Board of Trust Managers of the Company, as specified
in the Prospectus Supplement relating to such series of Preferred Shares.
Dividends on any series of the Preferred Shares may be cumulative or
non-cumulative, as provided in the applicable Prospectus Supplement.
Dividends, if cumulative, will be cumulative from and after the date set
forth in the applicable Prospectus Supplement. If the Board of Trust
Managers of the Company fails to declare a dividend payable on a dividend
payment date on any series of the Preferred Shares for which dividends are
noncumulative, then the holders of such series of the Preferred Shares will
have no right to receive a dividend in respect of the dividend period
ending on such dividend payment date, and the Company will have no
obligation to pay the dividend accrued for such period, whether or not
dividends on such series are declared payable on any future dividend
payment date. Dividends on shares of each series of Preferred Shares for
which dividends are cumulative will accrue from the date on which the
Company initially issues shares of such series.
So long as any series of the Preferred Shares shall be outstanding,
unless (i) full dividends (including if such dividends are cumulative,
dividends for prior dividend periods) shall have been paid or declared and
set apart for payment on all outstanding Preferred Shares of such series
and all other classes and series of Preferred Shares of the Company (other
than Junior Shares, as defined below); and (ii) the repurchase or other
mandatory retirement of, or with respect to any sinking or other analogous
fund for, any shares of Preferred Shares of such series or any other
Preferred Shares of the Company of any class or series (other than Junior
Shares), the Company may not declare any dividends on any Common Shares of
the Company or any other shares of the Company ranking as to dividends or
distributions of assets junior to such series of Preferred Shares (the
Common Shares and any such other shares being herein referred to as "Junior
Shares"), or make any payment on account of, or set apart money for, the
purchase, redemption or other retirement of, or for a sinking or other
analogous fund for, any Junior Shares or make any distribution in respect
thereof, whether in cash or property or in obligations or shares of the
Company, other than Junior Shares which are neither convertible into, nor
exchangeable or exercisable for, any securities of the Company other than
Junior Shares.
Any dividend payment made on a series of Preferred Shares shall first
be credited against the earliest accrued but unpaid dividend due with
respect to shares of such series which remains payable. No interest, or
sum of money in lieu of interest, shall be payable in respect to any
dividend payment or payments on Preferred Shares of such series which may
be in arrears.
Redemption
A series of Preferred Shares may be redeemable, in whole or from time
to time in part, at the option of the Company, and may be subject to
mandatory redemption pursuant to a sinking fund or otherwise, in each case
upon terms, at the times and at the redemption prices set forth in the
Prospectus Supplement relating to such series. Shares of the Preferred
Shares redeemed by the Company will be restored to the status of authorized
but unissued Preferred Shares of the Company.
The Prospectus Supplement relating to a series of Preferred Shares
that is subject to mandatory redemption will specify the number of shares
of such Preferred Shares that shall be redeemed by the Company in each year
commencing after a date to be specified, at a redemption price per share to
be specified, together with an amount equal to all accrued and unpaid
dividends thereon (which shall not, if such Preferred Shares do not have a
cumulative dividend, include any accumulation in respect of unpaid
dividends for prior dividend periods) to the date of redemption. The
redemption price may be payable in cash or other property, as specified in
the applicable Prospectus Supplement. If the redemption price for
Preferred Shares of any series is payable only from the net proceeds of the
issuance of shares of beneficial interest of the Company, the terms of such
Preferred Shares may provide that, if no such shares shall have been issued
or to the extent the net proceeds from any issuance are insufficient to pay
in full the aggregate redemption price then due, such Preferred Shares
shall automatically and mandatorily be converted into shares of the
applicable shares of beneficial interest of the Company pursuant to
conversion provisions specified in the applicable Prospectus Supplement.
So long as any dividends on shares of any series of the Preferred
Shares or any other series of Preferred Shares of the Company ranking on a
parity as to dividends and distribution of assets with such series of the
Preferred Shares are in arrears, no shares of any such series of the
Preferred Shares or such other series of Preferred Shares of the Company
will be redeemed (whether by mandatory or optional redemption) unless all
such shares are simultaneously redeemed, and the Company will not purchase
or otherwise acquire any such shares; provided, however, that the foregoing
will not prevent the purchase or acquisition of such shares to preserve the
REIT status of the Company or pursuant to a purchase or exchange offer made
on the same terms to holders of all such shares outstanding.
In the event that fewer than all of the outstanding shares of a series
of the Preferred Shares are to be redeemed, whether by mandatory or
optional redemption, the number of shares to be redeemed will be determined
by lot or pro rata (subject to rounding to avoid fractional shares) as may
be determined by the Company or by any other method as may be determined by
the Company in its sole discretion to be equitable. From and after the
redemption date (unless default shall be made by the Company in providing
for the payment of the redemption price plus accumulated and unpaid
dividends, if any), dividends shall cease to accumulate on the Preferred
Shares called for redemption and all rights of the holders thereof (except
the right to receive the redemption price plus accumulated and unpaid
dividends, if any) shall cease.
Liquidation Preference
Upon any voluntary or involuntary liquidation, dissolution or winding
up of the affairs of the Company, then, before any distribution or payment
shall be made to the holders of any Junior Shares, the holders of each
series of Preferred Shares shall be entitled to receive out of assets of
the Company legally available for distribution to shareholders, liquidating
distributions in the amount of the liquidation preference per share (set
forth in the applicable Prospectus Supplement), plus an amount equal to all
dividends accrued and unpaid thereon (which shall not include any
accumulation in respect of unpaid dividends for prior dividend periods if
such Preferred Shares do not have a cumulative dividend). After payment of
the full amount of the liquidating distributions to which they are
entitled, the holders of Preferred Shares will have no right or claim to
any of the remaining assets of the Company. In the event that, upon any
such voluntary or involuntary liquidation, dissolution or winding up, the
available assets of the Company are insufficient to pay the amount of the
liquidating distributions on all outstanding Preferred Shares and the
corresponding amounts payable on all shares of other classes or series of
shares of beneficial interest of the Company ranking on a parity with the
Preferred Shares in the distribution of assets, then the holders of the
Preferred Shares and all other such classes or series of shares of
beneficial interest shall share ratably in any such distribution of assets
in proportion to the full liquidating distributions to which they would
otherwise be respectively entitled.
If liquidating distributions shall have been made in full to all
holders of Preferred Shares, the remaining assets of the Company shall be
distributed among the holders of Junior Shares, according to their
respective rights and preferences and in each case according to their
respective number of shares. For such purposes, the consolidation or
merger of the Company with or into any other corporation, or the sale,
lease or conveyance of all or substantially all of the property or business
of the Company, shall not be deemed to constitute a liquidation,
dissolution or winding up of the Company.
Voting Rights
Except as indicated below or in a Prospectus Supplement relating to a
particular series of the Preferred Shares, or except as required by
applicable law, holders of the Preferred Shares will not be entitled to
vote for any purpose.
So long as any series of Preferred Shares remain outstanding, the
consent or the affirmative vote of the holders of at least 66-2/3% of the
votes entitled to be cast with respect to the then outstanding shares of
such series of the Preferred Shares together with any Other Preferred
Shares (as defined below), voting as one class, either expressed in writing
or at a meeting called for that purpose, will be necessary (i) to permit,
effect or validate the authorization, or any increase in the authorized
amount, of any class or series of shares of the Company ranking prior to
the Preferred Shares of such series as to dividends, voting or upon
distribution of assets; and (ii) to repeal, amend or otherwise change any
of the provisions applicable to the Preferred Shares of such series in any
manner which adversely affects the powers, preferences, voting power or
other rights or privileges of such series of the Preferred Shares. In case
any series of the Preferred Shares would be so affected by any such action
referred to in clause (ii) above in a different manner than one or more
series of the Other Preferred Shares which will be similarly affected, the
holders of the Preferred Shares of such series, together with any series of
the Other Preferred Shares which will be similarly affected, will be
entitled to vote as a class, and the Company will not take such action
without the consent or affirmative vote, as above provided, of at least
66-2/3% of the total number of votes entitled to be cast with respect to
each such series of the Preferred Shares and the Other Preferred Shares,
then outstanding, in lieu of the consent or affirmative vote herein above
otherwise required.
With respect to any matter as to which the Preferred Shares of any
series is entitled to vote, holders of the Preferred Shares of such series
and any other series of Preferred Shares of the Company ranking on a parity
with such series of the Preferred Shares as to dividends and distributions
of assets and which by its terms provides for similar voting rights (the
"Other Preferred Shares") will be entitled to cast the number of votes set
forth in the Prospectus Supplement with respect to that series of Preferred
Shares. As a result of the provisions described in the preceding paragraph
requiring the holders of shares of a series of the Preferred Shares to vote
together as a class with the holders of shares of one or more series of
Other Preferred Shares, it is possible that the holders of such shares of
Other Preferred Shares could approve action that would adversely affect
such series of Preferred Shares, including the creation of a class of
shares of beneficial interest ranking prior to such series of Preferred
Shares as to dividends, voting or distributions of assets.
Conversion Rights
The terms and conditions, if any, upon which shares of any series of
Preferred Shares are convertible into Common Shares will be set forth in
the applicable Prospectus Supplement relating thereto. Such terms will
include the number of shares of Common Shares into which the Preferred
Shares are convertible, the conversion price (or manner of calculation
thereof), the conversion period, provisions as to whether conversion will
be at the option of the holders of the Preferred Shares or the Company, the
events requiring an adjustment of the conversion price and provisions
affecting conversion.
Restrictions on Ownership
See "Description of Common Shares--Restrictions on Ownership" for a
discussion of the restrictions on shares of beneficial interest ownership
necessary for the Company to qualify as a REIT under the Code.
Shareholder Liability
See "Description of Common Shares--Shareholder Liability" for a
discussion of limitations on shareholder liability under the Declaration of
Trust and the Texas REIT Act.
Transfer Agent and Registrar
Unless otherwise indicated in a Prospectus Supplement relating
thereto, American Stock Transfer & Trust Company will be the transfer agent
and registrar for shares of each series of the Preferred Shares.
DESCRIPTION OF SECURITIES WARRANTS
The Company may issue Securities Warrants (which may include
subscription rights distributed to the Company's shareholders) for the
purchase of Debt Securities, Preferred Shares or Common Shares. Securities
Warrants may be issued independently or together with any other Securities
offered by any Prospectus Supplement and may be attached to or separate
from such Securities. Each series of Securities Warrants will be issued
under a separate warrant agreement (each, a "Warrant Agreement") to be
entered into between the Company and a warrant agent specified in the
applicable Prospectus Supplement (the "Warrant Agent"). The Warrant Agent
will act solely as an agent of the Company in connection with the
Securities Warrants of such series and will not assume any obligation or
relationship of agency or trust for or with any holders or beneficial
owners of Securities Warrants. The following summaries of certain
provisions of the Warrant Agreement and the Securities Warrant certificates
do not purport to be complete and are subject to, and are qualified in
their entirety by reference to, all the provisions of the Warrant Agreement
and the Securities Warrant certificates relating to each series of
Securities Warrants which will be filed with the Commission and
incorporated by reference as an exhibit to the Registration Statement of
which this Prospectus is a part at or prior to the time of the issuance of
such series of Securities Warrants.
If Securities Warrants are offered, the applicable Prospectus
Supplement will describe the terms of such Securities Warrants, including,
in the case of Securities Warrants for the purchase of Debt Securities, the
following where applicable: (i) the offering price; (ii) the denominations
and terms of the series of Debt Securities purchasable upon exercise of
such Securities Warrants; (iii) the designation and terms of any series of
Debt Securities with which such Securities Warrants are being offered and
the number of such Securities Warrants being offered with such Debt
Securities; (iv) the date, if any, on and after which such Securities
Warrants and the related series of Debt Securities will be transferable
separately; (v) the principal amount of the series of Debt Securities
purchasable upon exercise of each such Securities Warrant and the price at
which such principal amount of Debt Securities of such series may be
purchased upon such exercise; (vi) the date on which the right to exercise
such Securities Warrants shall commence and the date on which such right
shall expire (the "Expiration Date"); (vii) whether the Securities Warrants
will be issued in registered or bearer form; (viii) any special United
States federal income tax consequences; (ix) the terms, if any, on which
the Company may accelerate the date by which the Securities Warrants must
be exercised; and (x) any other material terms of such Securities Warrants.
In the case of Securities Warrants for the purchase of Preferred
Shares or Common Shares, the applicable Prospectus Supplement will describe
the terms of such Securities Warrants, including the following where
applicable: (i) the offering price; (ii) the aggregate number of shares
purchasable upon exercise of such Securities Warrants, the exercise price,
and in the case of Securities Warrants for Preferred Shares, the
designation, aggregate number and terms of the series of Preferred Shares
purchasable upon exercise of such Securities Warrants; (iii) the
designation and terms of any series of Preferred Shares with which such
Securities Warrants are being offered and the number of such Securities
Warrants being offered with such Preferred Shares; (iv) the date, if any,
on and after which such Securities Warrants and the related series of
Preferred Shares or Common Shares will be transferable separately; (v) the
date on which the right to exercise such Securities Warrants shall commence
and the Expiration Date; (vi) any special United States federal income tax
consequences; and (vii) any other material terms of such Securities
Warrants.
Securities Warrant certificates may be exchanged for new Securities
Warrant certificates of different denominations, may (if in registered
form) be presented for registration of transfer, and may be exercised at
the corporate trust office of the Warrant Agent or any other office
indicated in the applicable Prospectus Supplement. Prior to the exercise
of any Securities Warrant to purchase Debt Securities, holders of such
Securities Warrants will not have any of the rights of holders of the Debt
Securities purchasable upon such exercise, including the right to receive
payments of principal, premium, if any, or interest, if any, on such Debt
Securities or to enforce covenants in the applicable indenture. Prior to
the exercise of any Securities Warrants to purchase Preferred Shares or
Common Shares, holders of such Securities Warrants will not have any
rights of holders of such Preferred Shares or Common Shares, including the
right to receive payments of dividends, if any, on such Preferred Shares or
Common Shares, or to exercise any applicable right to vote.
Exercise of Securities Warrants
Each Securities Warrant will entitle the holder thereof to purchase
such principal amount of Debt Securities or number of shares of Preferred
Shares or Common Shares, as the case may be, at such exercise price as
shall in each case be set forth in, or calculable from, the Prospectus
Supplement relating to the offered Securities Warrants. After the close of
business on the Expiration Date (or such later date to which such
Expiration Date may be extended by the Company), unexercised Securities
Warrants will become void.
Securities Warrants may be exercised by delivering to the Warrant
Agent payment as provided in the applicable Prospectus Supplement of the
amount required to purchase the Debt Securities, Preferred Shares or Common
Shares, as the case may be, purchasable upon such exercise together with
certain information set forth on the reverse side of the Securities Warrant
certificate. Securities Warrants will be deemed to have been exercised
upon receipt of payment of the exercise price, subject to the receipt
within five (5) business days, of the Securities Warrant certificate
evidencing such Securities Warrants. Upon receipt of such payment and the
Securities Warrant certificate properly completed and duly executed at the
corporate trust office of the Securities Warrant Agent or any other office
indicated in the applicable Prospectus Supplement, the Company will, as
soon as practicable, issue and deliver the Debt Securities, Preferred
Shares or Common Shares, as the case may be, purchasable upon such
exercise. If fewer than all of the Securities Warrants represented by such
Securities Warrant certificate are exercised, a new Securities Warrant
certificate will be issued for the remaining amount of Securities Warrants.
Amendments and Supplements to Warrant Agreement
The Warrant Agreements may be amended or supplemented without the
consent of the holders of the Securities Warrants issued thereunder to
effect changes that are not inconsistent with the provisions of the
Securities Warrants and that do not adversely affect the interests of the
holders of the Securities Warrants.
Adjustments
Unless otherwise indicated in the applicable Prospectus Supplement,
the exercise price of, and the number of shares of Common Shares covered
by, a Common Shares Warrant are subject to adjustment in certain events,
including (i) payment of a dividend on the Common Shares payable in shares
of beneficial interest and share splits, combinations or reclassification
of the Common Shares; (ii) issuance to all holders of Common Shares of
rights or warrants to subscribe for or purchase shares of Common Shares at
less than their current market price (as defined in the Warrant Agreement
for such series of Common Shares Warrants); and (iii) certain distributions
of evidences of indebtedness or assets (including securities but excluding
cash dividends or distributions paid out of consolidated earnings or
retained earnings or dividends payable in Common Shares) or of subscription
rights and warrants (excluding those referred to above).
No adjustment in the exercise price of, and the number of Common
Shares covered by, a Common Shares Warrant will be made for regular
quarterly or other periodic or recurring cash dividends or distributions or
for cash dividends or distributions to the extent paid from consolidated
earnings or retained earnings. No adjustment will be required unless such
adjustment would require a change of at least 1% in the exercise price then
in effect. Except as stated above, the exercise price of, and the number
of Common Shares covered by, a Common Shares Warrant will not be adjusted
for the issuance of (i) Common Shares, (ii) any securities convertible into
or exchangeable for Common Shares, or (iii) any securities carrying the
right or option to purchase or otherwise acquire Common Shares, in exchange
for cash, other property or services.
In the event of any (i) consolidation or merger of the Company with or
into any entity (other than a consolidation or a merger that does not
result in any reclassification, conversion, exchange or cancellation of
outstanding Common Shares); (ii) sale, transfer, lease or conveyance of all
or substantially all of the assets of the Company; or (iii)
reclassification, capital reorganization or change of the Common Shares
(other than solely a change in par value or from par value to no par
value), then any holder of a Common Shares Warrant will be entitled, on or
after the occurrence of any such event, to receive on exercise of such
Common Shares Warrant the kind and amount of shares of beneficial interest
or other securities, cash or other property (or any combination thereof)
that the holder would have received had such holder exercised such holder's
Common Shares Warrant immediately prior to the occurrence of such event.
If the consideration to be received upon exercise of the Common Shares
Warrant following any such event consists of common shares of the surviving
entity, then from and after the occurrence of such event, the exercise
price of such Common Shares Warrant will be subject to the same
anti-dilution and other adjustments described in the second preceding
paragraph, applied as if such common shares were Common Shares.
DESCRIPTION OF DEBT SECURITIES
Unless otherwise stated in the applicable Prospectus Supplement, the
Debt Securities are to be issued under an Indenture, dated as of February
15, 1996, as amended or supplemented from time to time (the "Indenture"),
between the Company and U.S. Trust Company of Texas, N.A., as trustee. The
term "Trustee" as used herein shall refer to U.S. Trust Company of Texas,
N.A. or such other bank or trust company as the Company may appoint as
trustee pursuant to the terms of the Indenture. The form of the Indenture
executed by the Company is filed as an exhibit to the Registration
Statement of which this Prospectus is a part. The Indenture will be
subject to, and governed by, the Trust Indenture Act of 1939, as amended
(the "TIA"), and may be amended or supplemented from time to time. The
statements made hereunder relating to the Indenture and the Debt Securities
to be issued thereunder are summaries of certain provisions thereof and do
not purport to be complete and are subject to, and are qualified in their
entirety by reference to, all provisions of the Indenture and such Debt
Securities. All section references appearing herein are to sections of the
Indenture, and capitalized terms used but not defined herein shall have the
respective meanings set forth in the Indenture.
General
The Debt Securities will be direct, unsecured and unsubordinated
obligations of the Company and will rank equally with all other unsecured
and unsubordinated indebtedness of the Company. The Indenture provides
that the Debt Securities may be issued without limit as to aggregate
principal amount, in one or more series, in each case as established from
time to time in or pursuant to authority granted by a resolution of the
Board of Trust Managers of the Company or as established in one or more
indentures supplemental to the Indenture. All Debt Securities of one
series need not be issued at the same time and, unless otherwise provided,
a series may be reopened, without the consent of the Holders of the Debt
Securities of such series, for issuances of additional Debt Securities of
such series (Section 301).
The Indenture provides that there may be more than one Trustee
thereunder, each with respect to one or more series of Debt Securities.
Any Trustee under the Indenture may resign or be removed with respect to
one or more series of Debt Securities, and a successor Trustee may be
appointed to act with respect to such series (Section 609). In the event
that two or more persons are acting as Trustee with respect to different
series of Debt Securities, each such Trustee shall be a Trustee of a trust
under the Indenture separate and apart from the trust administered by any
other Trustee (Section 610), and, except as otherwise indicated herein, any
action described herein to be taken by the Trustee may be taken by each
such Trustee with respect to, and only with respect to, the one or more
series of Debt Securities for which it is Trustee under the Indenture.
Reference is made to the Prospectus Supplement relating to the series
of Debt Securities being offered for the specific terms thereof, including:
1. the title of such Debt Securities;
2. the aggregate principal amount of such Debt Securities and any
limit on such aggregate principal amount;
3. the date or dates, or the method for determining such date or
dates, on which the principal (and premium or Make-Whole Amount,
if any) of such Debt Securities will be payable;
4. the rate or rates (which may be fixed or variable), or the method
by which such rate or rates shall be determined, at which such
Debt Securities will bear interest, if any;
5. the date or dates, or the method for determining such date or
dates, from which any such interest will accrue, the Interest
Payment Dates on which any such interest will be payable, the
Regular Record Dates for such Interest Payment Dates, or the
method by which such dates shall be determined, the Person to
whom such interest shall be payable, and the basis upon which
interest shall be calculated if other than that of a 360-day year
of twelve 30-day months;
6. the place or places where the principal of (and premium or Make-
Whole Amount, if any) and interest (including all Additional
Amounts), if any, on such Debt Securities will be payable, where
such Debt Securities may be surrendered for conversion or
registration of transfer or exchange, and where notices or demands
to or upon the Company in respect of such Debt Securities and the
Indenture may be served;
7. the period or periods within which, the price or prices at which
and the terms and conditions upon which such Debt Securities may
be redeemed, as a whole or in part, at the option of the Company,
if the Company is to have such an option;
8. the obligation, if any, of the Company to redeem, repay or
purchase such Debt Securities pursuant to any sinking fund or
analogous provision or at the option of a Holder thereof, and the
period or periods within which, the price or prices at which and
the terms and conditions upon which such Debt Securities will be
redeemed, repaid or purchased, as a whole or in part, pursuant to
such obligation;
9. the percentage of the principal amount at which such Debt
Securities will be issued and, if other than the principal amount
thereof, the portion of the principal amount thereof payable upon
declaration of acceleration of the maturity thereof, or (if
applicable) the portion of the principal amount of such Debt
Securities which is convertible into Common Shares, Preferred
Shares or Debt Securities of another series, or the method by
which any such portion shall be determined;
10. if other than U.S. dollars, the currency or currencies in which
such Debt Securities are denominated and payable, which may be a
foreign currency or units of two or more foreign currencies or a
composite currency or currencies, and the terms and conditions
relating thereto;
11. whether the amount of payments of principal of (and premium or
Make-Whole Amount, if any, including any amount due upon
redemption, if any) or interest and Additional Amounts, if any, on
such Debt Securities may be determined with reference to an index,
formula or other method (which index, formula or method may, but
need not be, based on a currency, currencies, currency unit or
units or composite currency or currencies) and the manner in which
such amounts shall be determined;
12. any additions to, modifications of or deletions from the terms of
such Debt Securities with respect to the Events of Default or
covenants set forth in the Indenture;
13. whether such Debt Securities will be issued in certificated or
book-entry form;
14. whether such Debt Securities will be in registered or bearer form
and, if in registered form, the denominations thereof if other
than $1,000 and any integral multiple thereof and, if in bearer
form, the denominations thereof and terms and conditions relating
thereto;
15. the applicability, if any, of the defeasance and covenant
defeasance provisions of Article Fourteen of the Indenture;
16. if such Debt Securities are to be issued upon the exercise of Debt
Securities Warrants, the time, manner and place for such Debt
Securities to be authenticated and delivered;
17. the terms, if any, upon which Debt Securities may be convertible
into Common Shares, Preferred Shares or Debt Securities of another
series of the Company and the terms and conditions upon which such
conversion will be effected, including, without limitation, the
initial conversion price or rate and the conversion period;
18. if convertible, in connection with the preservation of the
Company's status as a REIT, any applicable limitations on the
ownership or transferability of the Common Shares, Preferred
Shares or other capital shares of the Company into which such Debt
Securities are convertible;
19. whether and under what circumstances the Company will pay
Additional Amounts as contemplated in the Indenture on such Debt
Securities in respect of any tax, assessment or governmental
charge and, if so, whether the Company will have the option to
redeem such Debt Securities in lieu of making such payment; and
20. any other terms of such Debt Securities not inconsistent with the
provisions of the Indenture (Section 301).
If so provided in the applicable Prospectus Supplement, the Debt
Securities may be issued at a discount below their principal amount and may
provide for less than the entire principal amount thereof to be payable
upon declaration of acceleration of the maturity thereof or bear no
interest or bear interest at a rate which at the time of issuance is below
market rates ("Original Issue Discount Securities"). Special U.S. federal
income tax, accounting and other considerations applicable to Original
Issue Discount Securities will be described in the applicable Prospectus
Supplement.
Except as set forth in a supplemental indenture made applicable to the
Debt Securities, and as further described in an applicable Prospectus
Supplement, the Indenture does not contain any other provisions that would
limit the ability of the Company to incur indebtedness or that would afford
Holders of Debt Securities protection in the event of a highly leveraged or
similar transaction involving the Company or in the event of a change of
control. However, restrictions on ownership and transfers of the Company's
Common Shares and Preferred Shares are designed to preserve its status as a
REIT and, therefore, may act to prevent or hinder a change of control. See
"Description of Common Shares" and "Description of Preferred Shares."
Reference is made to the applicable Prospectus Supplement for information
with respect to any deletions from, modifications of or additions to the
Events of Default or covenants of the Company that are described below,
including any addition of a covenant or other provision providing event
risk or similar protection.
Denominations, Interest, Registration and Transfer
Unless otherwise described in the applicable Prospectus Supplement,
the Debt Securities of any series will be issuable in denominations of
$1,000 and integral multiples thereof (Section 302).
Unless otherwise specified in the applicable Prospectus Supplement,
the principal of (and premium or Make-Whole Amount, if any) and interest or
Additional Amounts, if any on any series of Debt Securities will be payable
at the corporate trust office of the Trustee, provided that, at the option
of the Company, payment of interest may be made by check mailed to the
address of the Person entitled thereto as it appears in the Security
Register or by wire transfer of funds to such Person at an account
maintained within the United States (Sections 301, 305, 306, 307 and 1002).
Any interest not punctually paid or duly provided for on any Interest
Payment Date with respect to a Debt Security ("Defaulted Interest") will
forthwith cease to be payable to the Holder on the applicable Regular
Record Date and may either be paid to the person in whose name such Debt
Security is registered at the close of business on a special record date
(the "Special Record Date") for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to the Holder of
such Debt Security not less than 10 days prior to such Special Record Date,
or may be paid at any time in any other lawful manner, all as more
completely described in the Indenture.
Subject to certain limitations imposed upon Debt Securities issued in
book-entry form, the Debt Securities of any series will be exchangeable for
other Debt Securities of the same series and of a like aggregate principal
amount and tenor of different authorized denominations upon surrender of
such Debt Securities at the corporate trust office of the Trustee. In
addition, subject to certain limitations imposed upon Debt Securities
issued in book-entry form, the Debt Securities of any series may be
surrendered for conversion or registration of transfer thereof at the
corporate trust office of the Trustee. Every Debt Security surrendered for
conversion, registration of transfer or exchange shall be duly endorsed or
accompanied by a written instrument of transfer. No service charge will be
made for any registration of transfer or exchange of any Debt Securities,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith (Section 305).
If the applicable Prospectus Supplement refers to any transfer agent (in
addition to the Trustee) initially designated by the Company with respect
to any series of Debt Securities, the Company may at any time rescind the
designation of any such transfer agent or approve a change in the location
through which any such transfer agent acts, except that the Company will be
required to maintain a transfer agent in each Place of Payment for such
series. The Company may at any time designate additional transfer agents
with respect to any series of Debt Securities (Section 1002).
Neither the Company nor the Trustee shall be required to (i) issue,
register the transfer of or exchange Debt Securities of any series during a
period beginning at the opening of business 15 days before any selection of
Debt Securities of that series to be redeemed and ending at the close of
business on the day of mailing of the relevant notice of redemption; (ii)
register the transfer of or exchange any Debt Security, or portion thereof,
called for redemption, except the unredeemed portion of any Debt Security
being redeemed in part; or (iii) issue, register the transfer of or
exchange any Debt Security which has been surrendered for repayment at the
option of the Holder, except the portion, if any, of such Debt Security not
to be so repaid (Section 305).
Merger, Consolidation or Sale
The Company, without the consent of the Holders of any of the Debt
Securities, may consolidate with, or sell, lease or convey all or
substantially all of its assets to, or merge with or into, any other
corporation or trust or entity, provided that (a) either the Company shall
be the continuing entity, or the successor entity (if other than the
Company) formed by or resulting from any such consolidation or merger or
which shall have received the transfer of such assets shall expressly
assume payment of the principal of (and premium or Make-Whole Amount, if
any) and interest (including Additional Amounts, if any) on all of the Debt
Securities and the due and punctual performance and observance of all of
the covenants and conditions contained in the Indenture; (b) immediately
after giving effect to such transaction and treating any indebtedness which
becomes an obligation of the Company or any Subsidiary as a result thereof
as having been incurred by the Company or such Subsidiary at the time of
such transaction, no Event of Default under the Indenture, and no event
which, after notice or the lapse of time, or both, would become such an
Event of Default, shall have occurred and be continuing; and (c) an
officers' certificate and legal opinion covering such conditions shall be
delivered to the Trustee (Sections 801 and 803).
Certain Covenants
Existence. Except as permitted under "Merger, Consolidation or
Sale,"the Company will do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence, rights
(charter and statutory) and franchises; provided, however, that the Company
shall not be required to preserve any right or franchise if it determines
that the preservation thereof is no longer desirable in the conduct of its
business and that the loss thereof is not disadvantageous in any material
respect to the Holders of the Debt Securities (Section 1004).
Maintenance of Properties. The Company will cause all of its
properties used or useful in the conduct of its business or the business of
any Subsidiary to be maintained and kept in good condition, repair and
working order and supplied with all necessary equipment and will cause to
be made all necessary repairs, renewals, replacements and improvements
thereof, all as in the judgment of the Company may be necessary so that the
business carried on in connection therewith may be properly and
advantageously conducted at all times; provided, however, that the Company
and its Subsidiaries shall not be prevented from selling or otherwise
disposing for value its properties in the ordinary course of business
(Section 1005).
Insurance. The Company will, and will cause each of its Subsidiaries
to, keep all of its insurable properties insured against loss or damage in
accordance with industry practices and with insurers of recognized
responsibility and of suitable financial stability (Section 1006).
Payment of Taxes and Other Claims. The Company will pay or discharge
or cause to be paid or discharged, before the same shall become
delinquent,(i) all taxes, assessments and governmental charges levied or
imposed upon it or any Subsidiary or upon the income, profits or property
of the Company or any Subsidiary; and (ii) all lawful claims for labor,
materials and supplies which, if unpaid, might by law become a lien upon
the property of the Company or any Subsidiary; provided, however, that the
Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings (Section 1007).
Provision of Financial Information. Whether or not the Company is
subject to Section 13 or 15(d) of the Exchange Act, the Company will, to
the extent permitted under the Exchange Act, file with the Commission the
annual reports, quarterly reports and other documents which the Company
would have been required to file with the Commission pursuant to such
Section 13 or 15(d) (the "Financial Statements") if the Company were so
subject, such documents to be filed with the Commission on or prior to the
respective dates (the "Required Filing Dates") by which the Company would
have been required so to file such documents if the Company were so
subject. The Company will also in any event (x) within 15 days of each
Required Filing Date file with the Trustee copies of the annual reports,
quarterly reports and other documents which the Company would have been
required to file with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act if the Company were subject to such Sections; and (y) if
filing such documents by the Company with the Commission is not permitted
under the Exchange Act, promptly upon written request and payment of the
reasonable cost of duplication and delivery, supply copies of such
documents to any prospective Holder (Section 1008).
Events of Default, Notice and Waiver
The Indenture provides that the following events are "Events of
Default" with respect to a series of Debt Securities issued thereunder: (a)
default for 30 days in the payment of any installment of interest or
Additional Amount payable on any Debt Security of such series when due and
payable; (b) default in the payment of the principal of (or premium or
Make-Whole Amount, if any) any Debt Security of such series when due and
payable; (c) default in the performance, or breach, of any covenant of the
Company contained in the Indenture (other than a covenant added to the
Indenture solely for the benefit of a series of Debt Securities other than
such series), which continues for 60 days after written notice as provided
in the Indenture; (d) default under any bond, debenture, note, mortgage,
indenture or instrument under which there may be issued or by which there
may be secured or evidenced any indebtedness for money borrowed by the
Company (or by any Subsidiary, the repayment of which the Company has
guaranteed or for which the Company is directly responsible or liable as
obligor or guarantor) having an aggregate principal amount outstanding of
at least $10,000,000, whether such indebtedness now exists or shall
hereafter be incurred or created, which default shall have resulted in such
indebtedness becoming or being declared due and payable prior to the date
on which it would otherwise have become due and payable, without such
indebtedness having been discharged or such acceleration having been
rescinded or annulled within a period of 30 days after written notice to
the Company as provided in the Indenture; (e) the entry by a court of
competent jurisdiction of one or more judgments, orders or decrees against
the Company or any of its Subsidiaries in an aggregate amount (excluding
amounts covered by insurance) in excess of $10,000,000 and such judgments,
orders or decrees remain undischarged, unstayed and unsatisfied in an
aggregate amount (excluding amounts covered by insurance) in excess of
$10,000,000 for a period of 30 consecutive days; or (f) certain events of
bankruptcy, insolvency or reorganization, or court appointment of a
receiver, liquidator or trustee of the Company or any Significant
Subsidiary or for all or substantially all of either of its property
(Section 501).
If an Event of Default under the Indenture with respect to Debt
Securities of any series at the time Outstanding occurs and is continuing,
then in every such case the Trustee or the Holders of not less than 25% in
principal amount of the Outstanding Debt Securities of that series may
declare the principal amount (or, if the Debt Securities of that series are
Original Issue Discount Securities or Indexed Securities, such portion of
the principal amount as may be specified in the terms thereof) of all of
the Debt Securities of that series to be due and payable immediately by
written notice thereof to the Company (and to the Trustee if given by the
Holders). However, at any time after such a declaration of acceleration
with respect to Debt Securities of such series (or of all Debt Securities
then Outstanding under the Indenture, as the case may be) has been made,
but before a judgment or decree for payment of the money due has been
obtained by the Trustee, the Holders of not less than a majority in
principal amount of Outstanding Debt Securities of such series (or of all
Debt Securities then Outstanding under the Indenture, as the case may be)
may rescind and annul such declaration and its consequences if (a) the
Company shall have deposited with the Trustee all required payments of the
principal of (and premium and Make-Whole Amount, if any) and interest on
and any Additional Amounts and any other amounts that may be payable in
respect of the Debt Securities of such series (or of all Debt Securities
then Outstanding under the Indenture, as the case may be), plus certain
fees, expenses, disbursements and advances of the Trustee and (b) all
Events of Default, other than the non-payment of accelerated principal (or
specified portion thereof), with respect to Debt Securities of such series
(or all Debt Securities then Outstanding under the Indenture, as the case
may be) have been cured or waived as provided in the Indenture (Section
502). The Indenture also provides that the Holders of not less than a
majority in principal amount of the Outstanding Debt Securities of any
series (or of all Debt Securities then Outstanding under the Indenture, as
the case may be) may waive any past default with respect to such series and
its consequences, except a default (x) in the payment of the principal of
(or premium and Make-Whole Amount, if any) or interest on and any
Additional Amounts payable in respect of any Debt Security of such series
or (y) in respect of a covenant or provision contained in the Indenture
that cannot be modified or amended without the consent of the Holder of
each Outstanding Debt Security affected thereby (Section 513).
The Trustee is required to give notice to the Holders of Debt
Securities within 90 days of a default under the Indenture; provided,
however, that the Trustee may withhold notice to the Holders of any series
of Debt Securities of any default with respect to such series (except a
default in the payment of the principal of (or premium, if any) or interest
on any Debt Security of such series or in the payment of any sinking fund
installment in respect of any Debt Security of such series) if the
Responsible Officers of the Trustee consider such withholding to be in the
interest of such Holders (Section 601).
The Indenture provides that no Holders of Debt Securities of any
series may institute any proceedings, judicial or otherwise, with respect
to the Indenture or for any remedy thereunder, except in the case of
failure of the Trustee, for 60 days, to act after it has received a written
request to institute proceedings in respect of an Event of Default from the
Holders of not less than 25% in principal amount of the Outstanding Debt
Securities of such series, as well as an offer of reasonable indemnity
(Section 507). This provision will not prevent, however, any Holder of
Debt Securities from instituting suit for the enforcement of payment of the
principal of (and premium, if any) and interest on such Debt Securities at
the respective due dates thereof (Section 508).
Subject to provisions in the Indenture relating to its duties in case
of default, the Trustee is under no obligation to exercise any of its
rights or powers under the Indenture at the request or direction of any
Holders of any series of Debt Securities then outstanding under the
Indenture, unless such Holders shall have offered to the Trustee reasonable
security or indemnity (Section 602). The Holders of not less than a
majority in principal amount of the Outstanding Debt Securities of any
series (or of all Debt Securities then Outstanding under the Indenture, as
the case may be) shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or of
exercising any trust or power conferred upon the Trustee. However, the
Trustee may refuse to follow any direction which is in conflict with any
law or the Indenture, which may involve the Trustee in personal liability
or which may be unduly prejudicial to the Holders of Debt Securities of
such series not joining therein (Section 512).
Within 120 days after the close of each fiscal year, the Company must
deliver to the Trustee a certificate, signed by one of several specified
officers, stating whether or not such officer has knowledge of any default
under the Indenture and, if so, specifying each such default and the nature
and status thereof (Section 1009).
Modification of the Indenture
Modifications and amendments of the Indenture may be made only with
the consent of the Holders of not less than a majority in principal amount
of all outstanding Debt Securities which are affected by such modification
or amendment; provided, however, that no such modification or amendment
may, without the consent of the Holder of each such Debt Security affected
thereby, (a) change the Stated Maturity of the principal of, or any
installment of interest (or premium or Make-Whole Amount, if any) on, any
such Debt Security; (b) reduce the principal amount of, or the rate or
amount of interest on or Additional Amounts payable in respect thereof, or
any premium on redemption of, any such Debt Security, or change any
obligation of the Company to pay Additional Amounts (except as provided in
the Indenture), or reduce the amount of principal of an Original Issue
Discount Security that would be due and payable upon declaration of
acceleration of the maturity thereof or would be provable in bankruptcy, or
adversely affect any right of repayment of the Holder of any such Debt
Security; (c) change the Place of Payment, or the coin or currency, for
payment of principal of, premium, if any, or interest on any such Debt
Security; (d) impair the right to institute suit for the enforcement of any
payment on or with respect to any such Debt Security; (e) reduce the
above-stated percentage of Outstanding Debt Securities of any series
necessary to modify or amend the Indenture, to waive compliance with
certain provisions thereof or certain defaults and consequences thereunder
or to reduce the quorum or voting requirements set forth in the Indenture;
or (f) modify any of the foregoing provisions or any of the provisions
relating to the waiver of certain past defaults or certain covenants,
except to increase the required percentage to effect such action or to
provide that certain other provisions may not be modified or waived without
the consent of the Holder of such Debt Security (Section 902).
The Holders of not less than a majority in principal amount of each
series of Outstanding Debt Securities have the right to waive compliance by
the Company with certain covenants in the Indenture (Section 1011).
Modifications and amendments of the Indenture may be made by the
Company and the Trustee without the consent of any Holder of Debt
Securities for any of the following purposes: (i) to evidence the
succession of another person to the Company as obligor under the Indenture;
(ii) to add to the covenants of the Company for the benefit of the Holders
of all or any series of Debt Securities or to surrender any right or power
conferred upon the Company in the Indenture; (iii) to add Events of Default
for the benefit of the Holders of all or any series of Securities; (iv) to
add or change any provisions of the Indenture to facilitate the issuance
of, or to liberalize certain terms of, Debt Securities in bearer form, or
to permit or facilitate the issuance of Debt Securities in uncertificated
form, provided that such action shall not adversely affect the interest of
the Holders of the Debt Securities of any series in any material respect;
(v) to change or eliminate any provisions of the Indenture, provided that
any such change or elimination shall become effective only when there are
no Debt Securities Outstanding of any series created prior thereto which
are entitled to the benefit of such provision; (vi) to secure the Debt
Securities; (vii) to establish the form or terms of Debt Securities of any
series, including the provisions and procedures, if applicable, for the
conversion of such Debt Securities into Common Shares or Preferred Shares
of the Company; (viii) to provide for the acceptance of appointment by a
successor Trustee or facilitate the administration of the trusts under the
Indenture by more than one Trustee; (ix) to cure any ambiguity, correct or
supplement any provision which may be defective or inconsistent or make any
other provisions with respect to matters or questions arising under the
Indenture, provided that such action shall not adversely affect the
interests of Holders of Debt Securities of any series in any material
respect; or (x) to supplement any of the provisions of the Indenture to the
extent necessary to permit or facilitate defeasance and discharge of any
series of such Debt Securities, provided that such action shall not
adversely affect the interests of the Holders of the Debt Securities of any
series in any material respect (Section 901).
The Indenture provides that in determining whether the Holders of the
requisite principal amount of Outstanding Debt Securities of a series have
given any request, demand, authorization, direction, notice, consent or
waiver thereunder or whether a quorum is present at a meeting of Holders of
Debt Securities, (i) the principal amount of an Original Issue Discount
Security that shall be deemed to be outstanding shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon declaration of acceleration of the maturity thereof;
(ii) the principal amount of a Debt Security denominated in a Foreign
Currency that shall be deemed outstanding shall be the U.S. dollar
equivalent, determined on the issue date for such Debt Security, of the
principal amount (or, in the case of an Original Issue Discount Security,
the U.S. dollar equivalent on the issue date of such Debt Security of the
amount determined as provided in (i) above); (iii) the principal amount of
an Indexed Security that shall be deemed outstanding shall be the principal
face amount of such Indexed Security at original issuance, unless otherwise
provided with respect to such Indexed Security pursuant to Section 301 of
the Indenture; and (iv) Debt Securities owned by the Company or any other
obligor upon the Debt Securities or any Affiliate of the Company or of such
other obligor shall be disregarded (Section 101).
The Indenture contains provisions for convening meetings of the
Holders of Debt Securities of a series (Section 1501). A meeting may be
called at any time by the Trustee, and also, upon request, by the Company
or the Holders of at least 10% in principal amount of the Outstanding Debt
Securities of such series, in any such case upon notice given as provided
in the Indenture (Section 1502). Except for any consent that must be given
by the Holder of each Debt Security affected by certain modifications and
amendments of the Indenture, any resolution presented at a meeting or
adjourned meeting duly reconvened at which a quorum is present may be
adopted by the affirmative vote of the Holders of a majority in principal
amount of the Outstanding Debt Securities of that series; provided,
however, that, except as referred to above, any resolution with respect to
any request, demand, authorization, direction, notice, consent, waiver or
other action that may be made, given or taken by the Holders of a specified
percentage, which is less than a majority, in principal amount of the
Outstanding Debt Securities of a series may be adopted at a meeting or
adjourned meeting duly reconvened at which a quorum is present by the
affirmative vote of the Holders of such specified percentage in principal
amount of the Outstanding Debt Securities of that series. Any resolution
passed or decision taken at any meeting of Holders of Debt Securities of
any series duly held in accordance with the Indenture will be binding on
all Holders of Debt Securities of that series. The quorum at any meeting
called to adopt a resolution, and at any reconvened meeting, will be
Persons holding or representing a majority in principal amount of the
Outstanding Debt Securities of a series; provided, however, that if any
action is to be taken at such meeting with respect to a consent or waiver
which may be given by the Holders of not less than a specified percentage
in principal amount of the Outstanding Debt Securities of a series, the
Persons holding or representing such specified percentage in principal
amount of the Outstanding Debt Securities of such series will constitute a
quorum (Section 1504).
Notwithstanding the foregoing provisions, if any action is to be taken
at a meeting of Holders of Debt Securities of any series with respect to
any request, demand, authorization, direction, notice, consent, waiver or
other action that the Indenture expressly provides may be made, given or
taken by the Holders of a specified percentage in principal amount of all
Outstanding Debt Securities affected thereby, or of the Holders of such
series and one or more additional series: (i) there shall be no minimum
quorum requirement for such meeting; and (ii) the principal amount of the
Outstanding Debt Securities of such series that vote in favor of such
request, demand, authorization, direction, notice, consent, waiver or other
action shall be taken into account in determining whether such request,
demand, authorization, direction, notice, consent, waiver or other action
has been made, given or taken under the Indenture (Section 1504).
Discharge, Defeasance and Covenant Defeasance
The Company may discharge certain obligations to Holders of any series
of Debt Securities that have not already been delivered to the Trustee for
cancellation and that either have become due and payable or will become due
and payable within one year (or scheduled for redemption within one year)
by irrevocably depositing with the Trustee, in trust, funds in such
currency or currencies, currency unit or units or composite currency or
currencies in which such Debt Securities are payable in an amount
sufficient to pay the entire indebtedness on such Debt Securities in
respect of principal (and premium or Make-Whole Amount, if any) and
interest to the date of such deposit (if such Debt Securities have become
due and payable) or to the Stated Maturity or Redemption Date, as the case
may be (Section 1401).
The Indenture provides that, if the provisions of Article Fourteen are
made applicable to the Debt Securities of or within any series pursuant to
Section 301 of the Indenture, the Company may elect either (a) to defease
and be discharged from any and all obligations with respect to such Debt
Securities (except for the obligation to pay Additional Amounts, if any,
upon the occurrence of certain events of tax, assessment or governmental
charge with respect to payments on such Debt Securities and the obligations
to register the transfer or exchange of such Debt Securities, to replace
temporary or mutilated, destroyed, lost or stolen Debt Securities, to
maintain an office or agency in respect of such Debt Securities and to hold
moneys for payment in trust) ("defeasance") (Section 1402) or (b) to be
released from its obligations with respect to such Debt Securities under
Section 1004 to 1008, inclusive, of the Indenture (being the restrictions
described under "Certain Covenants") or, if provided pursuant to Section
301 of the Indenture, its obligations with respect to any other covenant,
and any omission to comply with such obligations shall not constitute a
default or an Event of Default with respect to such Debt Securities
("covenant defeasance") (Section 1403), in either case upon the irrevocable
deposit by the Company with the Trustee, in trust, of an amount, in such
currency or currencies, currency unit or units or composite currency or
currencies in which such Debt Securities are payable at Stated Maturity, or
Governmental Obligations (as defined below), or both, applicable to such
Debt Securities which through the scheduled payment of principal and
interest in accordance with their terms will provide money in an amount
sufficient to pay the principal of (and premium, if any) and interest on
such Debt Securities, and any mandatory sinking fund or analogous payments
thereon, on the scheduled due dates therefor.
Such a trust may only be established if, among other things, the
Company has delivered to the Trustee an Opinion of Counsel (as specified in
the Indenture) to the effect that the Holders of such Debt Securities will
not recognize income, gain or loss for U.S. federal income tax purposes as
a result of such defeasance or covenant defeasance and will be subject to
U.S. federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such defeasance or covenant
defeasance had not occurred, and such Opinion of Counsel, in the case of
defeasance, must refer to and be based upon a ruling of the Internal
Revenue Service or a change in applicable United States federal income tax
law occurring after the date of the Indenture (Section 1404).
"Government Obligations" means securities which are (i) direct
obligations of the United States of America or the government which issued
the Foreign Currency in which the Debt Securities of a particular series
are payable, for the payment of which its full faith and credit is pledged
or (ii) obligations of a Person controlled or supervised by and acting as
an agency or instrumentality of the United States of America or such
government which issued the Foreign Currency in which the Debt Securities
of such series are payable, the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of
America or such other government, which, in either case, are not callable
or redeemable at the option of the issuer thereof, and shall also include
a depository receipt issued by a bank or trust company as custodian with
respect to any such Government Obligation or a specific payment of interest
on or principal of any such Government Obligation held by such custodian
for the account of the holder of a depository receipt, provided that
(except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt
from any amount received by the custodian in respect of the Government
Obligation or the specific payment of interest on or principal of the
Government Obligation evidenced by such depository receipt (Section 101).
Unless otherwise provided in the applicable Prospectus Supplement, if
after the Company has deposited funds and/or Government Obligations to
effect defeasance or covenant defeasance with respect to Debt Securities of
any series, (a) the Holder of a Debt Security of such series is entitled
to, and does, elect pursuant to Section 301 of the Indenture or the terms
of such Debt Security to receive payment in a currency, currency unit or
composite currency other than that in which such deposit has been made in
respect of such Debt Security, or (b) a Conversion Event (as defined below)
occurs in respect of the currency, currency unit or composite currency in
which such deposit has been made, the indebtedness represented by such Debt
Security shall be deemed to have been, and will be, fully discharged and
satisfied through the payment of the principal of (and premium or
Make-Whole Amount, if any) and interest on such Debt Security as they
become due out of the proceeds yielded by converting the amount so
deposited in respect of such Debt Security into the currency, currency unit
or composite currency in which such Debt Security becomes payable as a
result of such election or such cessation of usage based on the applicable
market exchange rate (Section 1405). "Conversion Event" means the
cessation of use of (i) a currency, currency unit or composite currency
both by the government of the country which issued such currency and for
the settlement of transactions by a central bank or other public
institutions of or within the international banking community, (ii) the ECU
both within the European Monetary System and for the settlement of
transactions by public institutions of or within the European Communities
or (iii) any currency unit or composite currency other than the ECU for the
purposes for which it was established. Unless otherwise provided in the
applicable Prospectus Supplement, all payments of principal of (and premium
or Make-Whole Amount, if any) and interest on any Debt Security that is
payable in a Foreign Currency that ceases to be used by its government of
issuance shall be made in U.S. dollars (Section 101).
In the event the Company effects covenant defeasance with respect to
any Debt Securities and such Debt Securities are declared due and payable
because of the occurrence of any Event of Default other than the Event of
Default described in clause (d) under "Events of Default, Notice and
Waiver" with respect to Sections 1004 to 1008, inclusive, of the Indenture
(which Sections would no longer be applicable to such Debt Securities) or
described in clause (g) under "Events of Default, Notice and Waiver" with
respect to any other covenant as to which there has been covenant
defeasance, the amount in such currency, currency unit or composite
currency in which such Debt Securities are payable, and Government
Obligations on deposit with the Trustee, will be sufficient to pay amounts
due on such Debt Securities at the time of their Stated Maturity but may
not be sufficient to pay amounts due on such Debt Securities at the time of
the acceleration resulting from such Event of Default. However, the
Company would remain liable to make payment of such amounts due at the time
of acceleration.
The applicable Prospectus Supplement may further describe the
provisions, if any, permitting such defeasance or covenant defeasance,
including any modifications to the provisions described above, with respect
to the Debt Securities of or within a particular series.
Conversion Rights
The terms and conditions, if any, upon which the Debt Securities are
convertible into Common Shares, Preferred Shares or Debt Securities of
another series will be set forth in the applicable Prospectus Supplement
relating thereto. Such terms will include whether such Debt Securities are
convertible into Common Shares, Preferred Shares or Debt Securities of
another series, the conversion price (or manner of calculation thereof),
the conversion period, provisions as to whether conversion will be at the
option of the Holders or the Company, the events requiring an adjustment of
the conversion price and provisions affecting conversion in the event of
the redemption of such Debt Securities. To protect the Company's status as
a REIT, a Holder may not convert any Debt Security, and such Debt Security
shall not be convertible by any Holder, if as a result of such conversion
any person would then be deemed to own, directly or indirectly, more than
9.8% of the Company's capital shares.
Global Securities
The Debt Securities of a series may be issued in whole or in part in
the form of one more global securities (the "Global Securities") that will
be deposited with, or on behalf of, a depositary (the "Depositary")
identified in the applicable Prospectus Supplement relating to such series.
Global Securities may be issued in either registered or bearer form and in
either temporary or permanent form. The specific terms of the depositary
arrangement with respect to a series of Debt Securities will be described
in the applicable Prospectus Supplement relating to such series. The laws
of some jurisdictions require that certain purchasers of securities take
physical delivery of such securities in definitive form. Such laws may
impair the ability to transfer beneficial interests in Debt Securities
represented by Global Securities.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges and the ratio of earnings to
combined fixed charges and preferred share dividends for each of the last
five fiscal years for the Company (including its predecessors in interest)
are presented below. The ratio of earnings to fixed charges for the
Company is computed by dividing earnings by fixed charges. The ratio of
earnings to combined fixed charges and preferred share dividends is
computed by dividing earnings by the sum of fixed charges and preferred
share dividend requirements.
For purposes of computing these ratios, "earnings" have been
calculated by adding fixed charges to net income (loss). "Fixed charges"
consist of interest costs, the interest component of capitalized lease
obligations, a portion of rental expense, other than on capitalized leases,
estimated to represent the interest factor in such rental expense and the
amortization of debt discounts and issue costs.
Camden Property Trust Camden Predecessors
------------------------------ -----------------------
Year Ended
December 31, July 29 to January 1 Year Ended
------------------ December 31, to July 28, December 31,
1996(a) 1995 1994 1993 1993 1992
------ ---- ---- ---- ---- ----
Ratio of earnings
to fixed charges 1.20x 1.35x 1.60x 3.27x 1.10x 0.88x
Dollar amount of
coverage
deficiency (in
thousands) $(778)
Ratio of earnings
to combined fixed
charges and
preferred share
dividends (b) 1.20x 1.35x 1.60x
____________________
(a) Earnings include a $(5,351,000) impact from the extinguishment of
hedges upon debt refinancing. Excluding this impact, such ratios would
be 1.44x.
(b) The ratio of earnings to combined fixed charges and preferred share
dividends is the same as the ratio of earnings to fixed charges for
fiscal years prior to 1994 as the Company had no preferred share
dividends prior to 1994.
PLAN OF DISTRIBUTION
The Company may sell Securities to or through one or more underwriters
for public offering and sale, or may also sell Securities directly to other
purchasers or through agents in exchange for cash or other consideration
(including real properties) as may be specified in the applicable
Prospectus Supplement. Direct sales to purchasers may also be accomplished
through subscription rights distributed to the Company's shareholders. In
connection with distribution of subscription rights to shareholders, if all
of the underlying Securities are not subscribed for, the Company may sell
such unsubscribed Securities directly to third parties or may engage the
services of underwriters to sell such unsubscribed Securities to third
parties as may be specified in the applicable Prospectus Supplement. Any
underwriter or agent involved in the offer and sale of the Securities will
be named in the applicable Prospectus Supplement.
The distribution of the Securities may be effected from time to time
in one or more transactions at a fixed price or prices, which may be
changed, or at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices (any of
which may represent a discount from the prevailing market prices). The
Company also may offer and sell the Securities in exchange for one or more
of its then outstanding issues of debt or convertible debt securities. The
Company also may, from time to time, authorize underwriters acting as the
Company's agents to offer and sell the Securities upon the terms and
conditions set forth in the applicable Prospectus Supplement.
In connection with the sale of Securities, underwriters may receive or
be deemed to have received compensation from the Company or from purchasers
of Securities, for whom they may act as agents, in the form of discounts,
concessions, or commissions. Underwriters may sell Securities to or through
dealers, and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters and/or
commissions from the purchasers for whom they may act as agents.
Underwriters, dealers and agents that participate in the distribution of
Securities may be deemed to be underwriters, and any discounts or
commissions they receive from the Company, and any profit on the resale of
Securities they realize may be deemed to be underwriting discounts and
commissions under the Securities Act. Any such underwriter or agent will be
identified, and any such compensation received from the Company will be
described, in the applicable Prospectus Supplement.
Unless otherwise specified in the related Prospectus Supplement, each
series of Securities will be a new issue with no established trading
market, other than the Common Shares which are listed on the NYSE. Any
Common Shares sold pursuant to a Prospectus Supplement will be listed on
such exchange, subject to official notice of issuance. The Company may
elect to list any series of Debt Securities or Preferred Shares on an
exchange, but is not obligated to do so. It is possible that one or more
underwriters may make a market in a series of Securities, but will not be
obligated to do so and may discontinue any market making at any time
without notice. Therefore, no assurance can be given as to the liquidity of
the trading market for the Securities.
Under agreements the Company may enter into, underwriters, dealers and
agents who participate in the distribution of Securities may be entitled to
indemnification by the Company against certain liabilities, including
liabilities under the Securities Act.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, or be customers of, the Company in the ordinary
course of business.
If so indicated in the Prospectus Supplement, the Company will
authorize underwriters or other persons acting as the Company's agents to
solicit offers by certain institutions to purchase Securities from the
Company pursuant to contracts providing for payment and delivery on a
future date. Each contract will be for an amount not less than, and the
aggregate principal amount of Securities sold pursuant to contracts shall
be not less or more than, the respective amounts stated in the applicable
Prospectus Supplement. Institutions with which such contracts may be made
include commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions and others,
but in all cases such institutions must be approved by the Company. The
obligations of any purchaser under any such contract will be subject to the
condition that (i) the purchase of the Securities shall not at the time of
delivery be prohibited under the laws of the jurisdiction to which such
purchaser is subject and (ii) if the Securities are being sold to
underwriters, the Company shall have sold to such underwriters the total
principal amount of the Securities less the principal amount thereof
covered by contracts. The underwriters and such other agents will not have
any responsibility in respect of the validity or performance of such
contracts.
LEGAL MATTERS
Certain legal matters relating to the validity of the Securities will
be passed upon for the Company by Liddell, Sapp, Zivley, Hill & LaBoon,
L.L.P., Dallas, Texas.
EXPERTS
The consolidated financial statements and the related financial
statement schedule of the Company as of December 31, 1996 and 1995 and for
each of the three years in the period ended December 31, 1996 included in
the Company's Annual Report on Form 10-K for the year ended December 31,
1996 and incorporated by reference in this prospectus have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports
which are incorporated herein by reference, and have been so incorporated
in reliance upon the reports of such firm given upon their authority as
experts in accounting and auditing.
<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses in connection
with the offering contemplated by this Registration Statement:
SEC Registration Fee . . . . . . . . . . . . . . . . . . . . . . $151,515
Blue Sky Fees and Expenses . . . . . . . . . . . . . . . . . . . . 10,000
Printing and Engraving Costs . . . . . . . . . . . . . . . . . . . 20,000
Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . . 10,000
Legal Fees and Expenses. . . . . . . . . . . . . . . . . . . . . . 50,000
Trustee and Registrar Fees . . . . . . . . . . . . . . . . . . . . 10,000
Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . 8,485
--------
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $260,000
========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subsection (B) of Section 9.20 of the Texas Real Estate Investment
Trust Act, as amended (the "Act"), empowers a real estate investment trust
to indemnify any person who was, is, or is threatened to be made a named
defendant or respondent in any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, arbitrative,
or investigative, any appeal in such an action, suit, or proceeding, or any
inquiry or investigation that can lead to such an action, suit or
proceeding because the person is or was a trust manager, officer, employee
or agent of the real estate investment trust or is or was serving at the
request of the real estate investment trust as a trust manager, director,
officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another real estate investment trust, corporation,
partnership, joint venture, sole proprietorship, trust, employee benefit
plan, or other enterprise against expenses (including court costs and
attorney fees), judgments, penalties, fines and settlements if he conducted
himself in good faith and reasonably believed his conduct was in or not
opposed to the best interests of the real estate investment trust and, in
the case of any criminal proceeding, had no reasonable cause to believe
that his conduct was unlawful.
The Act further provides that, except to the extent otherwise
permitted by the Act, a person may not be indemnified in respect of a
proceeding in which the person is found liable on the basis that personal
benefit was improperly received by him or in which the person is found
liable to the real estate investment trust. Indemnification pursuant to
Subsection (B) of Section 9.20 of the Act is limited to reasonable expenses
actually incurred and may not be made in respect of any proceeding in which
the person has been found liable for willful or intentional misconduct in
the performance of his duty to the real estate investment trust.
Subsection (C) of Section 15.10 of the Act provides that a trust
manager shall not be liable for any claims or damages that may result from
his acts in the discharge of any duty imposed or power conferred upon him
by the real estate investment trust, if, in the exercise of ordinary care,
he acted in good faith and in reliance upon information, opinions, reports,
or statements, including financial statements and other financial data,
concerning the real estate investment trust, that were prepared or
presented by officers or employees of the real estate investment trust,
legal counsel, public accountants, investment bankers, or certain other
professionals, or a committee of trust manager of which the trust manager
is not a member. In addition, no trust manager shall be liable to the real
estate investment trust for any act, omission, loss, damage, or expense
arising from the performance of his duty to a real estate investment trust,
save only for his own willful misfeasance, willful malfeasance or gross
negligence.
Article Sixteen of the Company's Amended and Restated Declaration of
Trust provides that the Company shall indemnify officers and Trust
managers, as set forth below:
(a) The Company shall indemnify, to the extent permitted by Texas
law in accordance with the Company's Bylaws, every person who is or was a
trust manager or officer of the Company or its corporate predecessor and
any person who is or was serving at the request of the Company or its
corporate predecessor as a director, officer, partner, venturer,
proprietor, trustee, employee, agent or similar functionary of another
foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan or other enterprise with
respect to all costs and expenses incurred by such person as a result of
such person being made or threatened to be made a defendant or respondent
in a proceeding by reason of his holding or having held a position named
above in this paragraph.
(b) If the indemnification provided in paragraph (a) is either
(i) insufficient to cover all costs and expenses incurred by any person
named in such paragraph as a result of such person being made or
threatened to be made a defendant or respondent in a proceeding by reason
of his holding or having held a position named in such paragraph or (ii)
not permitted by Texas law, the Company shall indemnify, to the fullest
extent that indemnification is permitted by Texas law, every person who is
or was a trust manager or officer of the Company or its corporate
predecessor and any person who is or was serving at the request of the
Company or its corporate predecessor as a director, officer, partner,
venturer, proprietor, trustee, employee, agent or similar functionary of
another foreign or domestic corporation, partnership, joint venture,
sole proprietorship, trust, employee benefit plan or other enterprise with
respect to all costs and expenses incurred by such person as a result of
such person being made or threatened to be made a defendant or respondent
in a proceeding by reason of his holding or having held a position named
above in this paragraph.
The Company's Bylaws provide that the Company may indemnify any trust
manager or officer of the Company who was, is or is threatened to be made a
party to any suit or proceeding, whether civil, criminal, administrative,
arbitrative or investigative, because the person is or was a trust manager,
officer, employee or agent of the Company, or is or was serving at the
request of the Company in the same or another capacity in another
corporation or business association, against judgments, penalties, fines,
settlements and reasonable expenses actually incurred if it is determined
that the person: (i) conducted himself in good faith, (ii) reasonably
believed that, in the case of conduct in his official capacity, his conduct
was in the best interests of the Company, and that, in all other cases, his
conduct was at least not opposed to the best interests of the Company, and
(iii) in the case of any criminal proceeding, had no reasonable cause to
believe his conduct was unlawful; provided that, if the person is found
liable to the Company, or is found liable on the basis that personal
benefit was improperly received by the person, the indemnification (A) is
limited to reasonable expenses actually incurred by the person in
connection with the proceeding and (B) will not be made in respect of any
proceeding in which the person shall have been found liable for willful or
intentional misconduct in the performance of his duty to the Company.
ITEM 16. EXHIBITS.
* 1.1 Form of Underwriting Agreement for Debt Securities
* 1.2 Form of Underwriting Agreement for Equity Securities
* 1.3 Form of Distribution Agreement for Medium-Term Notes
4.1 Indenture for Senior Debt Securities, dated as of February 15,
1996, between the Company and U.S. Trust Company of Texas, N.A.,
as trustee (filed as Exhibit 4.1 to the Company's Current Report
on Form 8-K dated February 15, 1996 and incorporated herein by
reference)
4.2 First Supplemental Indenture dated as of February 15, 1996,
between the Company and U.S. Trust Company of Texas, N.A., as
trustee (filed as Exhibit 4.2 to the Company's Current Report on
Form 8-K dated February 15, 1996 and incorporated herein by
reference)
* 4.3 Form of Senior Debt Security
* 4.4 Form of Fixed Rate Senior Medium-Term Note
* 4.5 Form of Floating Rate Senior Medium-Term Note
4.6 Amended and Restated Declaration of Trust, as amended (filed as
Exhibit 3.1 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1993 (File No. 1-12110) and incorporated
herein by reference)
4.7 Amended and Restated Bylaws of the Company (filed as Exhibit 3.1
to the Company's Current Report on Form 8-K dated October 31, 1996
(File No. 1-12110) and incorporated herein by reference)
4.8 Specimen certificate for Common Shares (filed as Exhibit 4.1 to
the Company's Registration Statement on From S-11 filed September
15, 1993 (No. 33-68736) and incorporated herein by reference)
* 4.9 Form of Statement of Designation of Preferred Shares
* 4.10 Form of Preferred Share Certificate
* 4.11 Form of Securities Warrant Agreement
5.1 Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. as to the
legality of the securities being registered
8.1 Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. as to
certain tax matters
12.1 Statement regarding computation of ratios
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. (included
in Exhibit 5.1 hereto)
23.3 Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. (included
in Exhibit 8.1 hereto)
24.1 Power of Attorney (included on signature page)
25.1 Statement of Eligibility of Trustee for Senior Debt Securities
(U.S. Trust Company of Texas, N.A.) on Form T-1
* To be filed by amendment or incorporated by reference in connection with
the offering of the Securities.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) The undersigned Registrant hereby further undertakes to supplement
the applicable prospectus supplement, after the expiration of the
subscription period, to set forth the results of the subscription offer,
the transactions by the underwriters during the subscription period, the
amount of unsubscribed securities to be purchased by the underwriters, and
the terms of any subsequent reoffering thereof. If any public offering by
the underwriters is to be made on terms differing from those set forth on
the cover page of the prospectus, a post-effective amendment will be filed
to set forth the terms of such offering.
(d) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to trust managers, directors, officers and
controlling persons of the registrant pursuant to the provisions described
in Item 15 of this Registration Statement or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than in payment by the
registrant of expenses incurred or paid by a trust manager, director,
officer or controlling person in the successful defense of any action, suit
or proceeding) is asserted against the registrant by such trust manager,
director, officer or controlling person in connection with the securities
being registered hereby, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on the
2nd day of April, 1997.
CAMDEN PROPERTY TRUST
By: /s/ G. Steven Dawson
------------------------------
G. Steven Dawson
Senior Vice President-Finance, Chief Financial
Officer, Treasurer and Assistant Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Richard J. Campo, D. Keith
Oden and G. Steven Dawson, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him, and on his behalf and in his name, place and
stead, in any and all capacities, to sign, execute and file this
Registration Statement under the Securities Act of 1933, as amended, and
any or all amendments (including, without limitation, post-effective
amendments), with all exhibits and any and all documents required to be
filed with respect thereto, with the Securities and Exchange Commission or
any regulatory authority, granting unto such attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same, as fully to all intents and purposes as he
himself might or could do if personally present, hereby ratifying and
confirming all that such attorneys-in-fact and agents, or any of them, or
their substitute or substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- -------------------- ---------------------------------- -------------
/s/ Richard J. Campo Chairman of the Board of Trust April 2, 1997
- -------------------- Managers and Chief Executive
Richard J. Campo Officer
(Principal Executive Officer)
/s/ D. Keith Oden President, Chief Operating Officer April 2, 1997
- -------------------- and Trust Manager
D. Keith Oden
/s/ G. Steven Dawson Senior Vice President-Finance, April 2, 1997
- -------------------- Chief Financial Officer, Treasurer
G. Steven Dawson and Assistant Secretary
(Principal Financial and Accounting
Officer)
/s/ George R. Hrdlicka Trust Manager April 2, 1997
- --------------------
George R. Hrdlicka
/s/ F. Gardner Parker Trust Manager April 2, 1997
- --------------------
F. Gardner Parker
/s/ Steven A. Webster Trust Manager April 2, 1997
- --------------------
Steven A. Webster
<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit Sequentially
Number Numbered Page
- ---------- -------------
*1.1 Form of Underwriting Agreement for Debt Securities
*1.2 Form of Underwriting Agreement for Equity Securities
*1.3 Form of Distribution Agreement for Medium-Term Notes
4.1 Indenture for Senior Debt Securities, dated as of
February 15, 1996, between the Company and U.S. Trust
Company of Texas, N.A., as trustee (filed as Exhibit
4.1 to the Company's Current Report on Form 8-K dated
February 15, 1996 and incorporated herein by reference)
4.2 First Supplemental Indenture dated as of February 15,
1996, between the Company and U.S. Trust Company of
Texas, N.A., as trustee (filed as Exhibit 4.2 to the
Company's Current Report on Form 8-K dated February 15,
1996 and incorporated herein by reference)
*4.3 Form of Senior Debt Security
*4.4 Form of Fixed Rate Senior Medium-Term Note
*4.5 Form of Floating Rate Senior Medium-Term Note
4.6 Amended and Restated Declaration of Trust, as amended
(filed as Exhibit 3.1 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1993 (File
No. 1-12110) and incorporated herein by reference)
4.7 Amended and Restated Bylaws of the Company (filed as
Exhibit 3.1 to the Company's Current Report on Form 8-K
dated October 31, 1996 (File No. 1-12110) and incorporated
herein by reference)
4.8 Specimen certificate for Common Shares (filed as Exhibit
4.1 to the Company's Registration Statement on From S-11
filed September 15, 1993 (No. 33-68736) and incorporated
herein by reference)
*4.9 Form of Statement of Designation of Preferred Shares
*4.10 Form of Preferred Share Certificate
*4.11 Form of Securities Warrant Agreement
5.1 Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
as to the legality of the securities being registered
8.1 Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
as to certain tax matters
12.1 Statement regarding computation of ratios
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
(included in Exhibit 5.1 hereto)
23.3 Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
(included in Exhibit 8.1 hereto)
24.1 Power of Attorney (included on signature page)
25.1 Statement of Eligibility of Trustee for Senior Debt
Securities (U.S. Trust Company of Texas, N.A.) on Form T-1
* To be filed by amendment or incorporated by reference in connection with
the offering of the Securities.
<PAGE>
EXHIBIT 5.1
April 3, 1997
Camden Property Trust
3200 Southwest Freeway
Suite 1500
Houston, Texas 77027
Re: $500,000,000 Aggregate Offering Price of
Securities of Camden Property Trust
Gentlemen:
We are acting as securities counsel to Camden Property Trust, a Texas
real estate investment trust (the "Company"), in connection with the
registration statement on Form S-3 (the "Registration Statement") being
filed by you with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended, relating to the offering from
time to time, as set forth in the prospectus contained in the Registration
Statement (the "Prospectus") and as to be set forth in one or more
supplements to the Prospectus (each a "Prospectus Supplement"), by the
Company of up to $500,000,000 aggregate offering price of (i) one or more
series of senior debt securities (the "Debt Securities"), (ii) one or more
series of preferred shares of beneficial interest, par value of $0.01 per
share (the "Preferred Shares"), (iii) common shares of beneficial interest,
par value $0.01 per share (the "Common Shares"), and/or (iv) warrants to
purchase Debt Securities, Preferred Shares or Common Shares (referred
herein to collectively as the "Securities Warrants"). The Debt Securities,
Preferred Shares, Common Shares and Securities Warrants are collectively
referred to as the "Securities." Any Debt Securities and Preferred Shares
may be convertible into shares of beneficial interest of the Company or one
or more series of Debt Securities.
The Debt Securities will be issued pursuant to an Indenture (the
"Indenture") between the Company and U.S. Trust Company of Texas, N.A. as
trustee (the "Trustee"). The Securities Warrants will be issued under one
or more warrant agreements (each, a "Securities Warrant Agreement"), each
to be between the Company and a financial institution identified therein as
warrant agent (each, a "Warrant Agent").
In our capacity as your counsel in connection with such registration,
we are familiar with the proceedings taken and proposed to be taken by the
Company in connection with the authorization and issuance of the
Securities, and for the purposes of this opinion, have assumed such
proceedings will be timely completed in the manner presently proposed. In
addition, we have made such legal and factual examinations and inquiries,
including an examination of originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments as we have deemed
necessary or advisable in connection with this opinion, including (a) the
Amended and Restated Declaration of Trust of the Company and the Amended
and Restated Bylaws of the Company, as amended, and (b) the Registration
Statement. In our examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or photostatic
copies, the authenticity of the originals of such copies and the
authenticity of telegraphic or telephonic confirmations of public officials
and others. As to facts material to our opinion, we have relied upon
certificates or telegraphic or telephonic confirmations of public officials
and certificates, documents, statements and other information of the
Company or representatives or officers thereof.
The opinions set forth below address the effect on the subject
transaction only of the federal laws of the United States and the internal
laws of the State of Texas, and we express no opinion with respect to the
applicability thereto, or the effect thereon, of the laws of any other
jurisdiction.
Subject to the foregoing and the other matters set forth herein, it is
our opinion that, as of the date hereof:
1. The Indenture has been duly authorized, executed and delivered by
the Company, and constitutes the legally valid and binding agreement of the
Company, enforceable against the Company in accordance with its terms.
2. The Debt Securities have been duly authorized by the Company, and
when the Debt Securities have been duly established by the Indenture, duly
authenticated by the Trustee and duly executed and delivered on behalf of
the Company against payment therefor in accordance with the terms and
provisions of the Indenture and as contemplated by the Registration
Statement and/or the applicable Prospectus Supplement, the Debt Securities
will constitute legally valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms.
3. The Preferred Shares have been duly authorized by the Company,
and when the Preferred Shares have been duly established in accordance with
the terms of the Company's Articles Supplementary defining the rights and
preferences of the Preferred Shares, and applicable law, and, upon
issuance, delivery and payment therefor in the manner contemplated by the
Registration Statement and/or the applicable Prospectus Supplement, the
Preferred Shares will be validly issued, fully paid and nonassessable.
4. The Common Shares have been duly authorized, and upon issuance,
delivery and payment therefor in the manner contemplated by the
Registration Statement and/or the applicable Prospectus Supplement, will be
validly issued, fully paid and nonassessable.
5. The Warrant Agreements have been duly authorized and, when the
final terms thereof have been duly established, and when duly executed and
delivered by the Company will constitute the legally valid and binding
agreements of the Company, enforceable against the Company in accordance
with their respective terms.
6. The Securities Warrants have been duly authorized by the Company,
and when the final terms thereof have been duly established, and when duly
executed and delivered by the Company and countersigned by the applicable
Warrant Agent in accordance with the applicable Warrant Agreement and
delivered to and paid for by the purchasers thereof in the manner
contemplated by the Registration Statement and/or the applicable Prospectus
Supplement, will constitute legally valid and binding obligations of the
Company, enforceable against the Company in accordance with their
respective terms.
The opinions set forth above are subject to the following exceptions,
limitations and qualifications: (i) the effect of bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to or affecting the rights and remedies of creditors, (ii) the
effect of general principles of equity whether enforcement is considered in
a proceeding in equity or at law, and the discretion of the court before
which any proceeding therefor may be brought, (iii) the unenforceability
under certain circumstances under law or court decisions of provisions
providing for the indemnification of or contribution to a party with
respect to a liability where such indemnification or contribution is
contrary to public policy, (iv) we express no opinion concerning the
enforceability of the waiver of rights or defenses contained in Section 514
of the Indenture, and (v) we express no opinion with respect to whether
acceleration of Debt Securities may affect the collectability of any
portion of the stated principal amount thereof which might be determined to
constitute unearned interest thereon.
To the extent that the obligations of the Company under the Indenture
may be dependent upon such matters, we assume for purposes of this opinion
that the Trustee is duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization; that the Trustee is
duly qualified to engage in the activities contemplated by the Indenture,
that the Indenture has been duly authorized, executed and delivered by the
Trustee and constitutes the legally valid and binding obligation of the
Trustee enforceable against the Trustee in accordance with its terms; that
the Trustee is in compliance, generally with respect to acting as a trustee
under the Indenture, with all applicable laws and regulations; and that the
Trustee has the requisite organizational and legal power and authority to
perform its obligations under the Indenture.
To the extent that the obligations of the Company under each Warrant
Agreement may be dependent upon such matters, we assume for purposes of
this opinion that the Warrant Agent is duly organized, validly existing and
in good standing under the laws of its jurisdiction of organization; that
the Warrant Agent is duly qualified to engage in the activities
contemplated by the Warrant Agreement; that the Warrant Agreement has been
duly authorized, executed and delivered by the Warrant Agent and
constitutes the legally valid and binding obligation of the Warrant Agent
enforceable against the Warrant Agent in accordance with its terms; that
the Warrant Agent is in compliance, generally with respect to acting as a
Warrant Agent under the Warrant Agreement, with all applicable laws and
regulations; and that the Warrant Agent has the requisite organizational
and legal power and authority to perform its obligations under the Warrant
Agreement.
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the prospectus included therein.
This opinion is rendered only to you and is solely for your benefit in
connection with the transactions covered hereby. This opinion may not be
relied upon by you for any other purpose, or furnished to, quoted to, or
relied upon by any other person, firm or corporation for any purpose,
without our prior written consent.
Very truly yours,
/s/
LIDDELL, SAPP, ZIVLEY,
HILL & LABOON, L.L.P.
<PAGE>
EXHIBIT 8.1
April 3, 1997
Camden Property Trust
3200 Southwest Freeway, Suite 1500
Houston, Texas 77027
Ladies and Gentlemen:
These opinions are delivered to you in our capacity as counsel to
Camden Property Trust, a Texas real estate investment trust (the "Company")
in connection with the Registration Statement on Form S-3 being filed by
the Company with the Securities and Exchange Commission (the "Registration
Statement"). These opinions relate to (1) the Company's qualification for
federal income tax purposes as a real estate investment trust (a "REIT")
under the Internal Revenue Code of 1986, as amended (the "Code"), for
taxable years commencing with the Company's taxable year ending December
31, 1993, and (2) the accuracy of the "FEDERAL INCOME TAX CONSIDERATIONS"
section (the "Tax Section") which will be contained in one or more
supplements to the prospectus contained in the Registration Statement (such
supplements are referred to herein as "Prospectus Supplements").
In rendering the following opinions, we have examined the Declaration
of Trust and Bylaws of the Company and such other records, certificates and
documents as we have deemed necessary or appropriate for purposes of
rendering the opinions set forth herein.
We have reviewed the descriptions set forth in the Registration
Statement of the Company and its investments, activities, operations and
governance. We have relied upon the facts set forth in the Registration
Statement and upon the representations of officers of the Company that the
Company has been and will be owned and operated in such a manner that the
Company has and will continue to satisfy the requirements for qualification
as a REIT under the Code. We assume that the Company has been and will be
operated in accordance with applicable laws and the terms and conditions of
applicable documents. In addition, we have relied on certain additional
facts and assumptions described below.
In rendering the opinions set forth herein, we have assumed (i) the
genuineness of all signatures on documents we have examined, (ii) the
authenticity of all documents submitted to us as originals, (iii) the
conformity to the original documents of all documents submitted to us as
copies, (iv) the conformity of final documents to all documents submitted
to us as drafts, (v) the authority and capacity of the individual or
individuals who executed any such documents on behalf of any person, (vi)
the accuracy and completeness of all records made available to us and (vii)
the factual accuracy of all representations, warranties and other
statements made by all parties. We have also assumed, without
investigation, that all documents, certificates, representations,
warranties and covenants on which we have relied in rendering the opinions
set forth below and that were given or dated earlier than the date of this
letter continue to remain accurate, insofar as relevant to the opinions set
forth herein, from such earlier date through and including the date of this
letter.
The discussion and conclusions set forth below are based upon the
Code, the Income Tax Regulations and Procedure and Administration
Regulations promulgated thereunder and existing administrative and judicial
interpretations thereof, all of which are subject to change. No assurance
can therefore be given that the federal income tax consequences described
below will not be altered in the future.
Based upon and subject to the foregoing discussion and the discussion
of the federal income tax considerations that relate to the tax treatment
of the Company and its shareholders as set forth in the Tax Section of any
and all Prospectus Supplements, and provided that the Company filed a
proper election to be taxed as a REIT with its timely filed federal income
tax return for the taxable year ending December 31, 1993, which has not
been terminated or revoked, we are of the opinion that (i) the Company has
qualified as a REIT for the taxable year ending December 31, 1996, and (ii)
the form of organization of the Company, its operations through the date
hereof and its proposed operations for future periods, are such as to
enable the Company to qualify as a REIT under the Code for subsequent
taxable years provided that in each such year the Company meets the
applicable asset composition, source of income, shareholder
diversification, distribution, recordkeeping and other requirements of the
Code necessary for the Company to qualify as a REIT.
In our capacity as counsel to the Company, we will review the
discussion in the Tax Section of any Prospectus Supplements. The
discussion contained in any such Tax Section will be an accurate summary of
the respective matters described therein.
We express no opinion with respect to the transactions described
herein and in the Registration Statement other than those expressly set
forth herein. You should recognize that our opinions are not binding on
the Internal Revenue Service (the "IRS") and that the IRS may disagree with
the opinions contained herein. Although we believe that our opinions will
be sustained if challenged, there can be no assurance that this will be the
case. Except as specifically discussed above, the opinions expressed
herein are based upon the law as it currently exists. Consequently, future
changes in the law may cause the federal income tax treatment of the
transactions described herein to be materially and adversely different from
that described above.
We consent to being named as counsel to the Company in the
Registration Statement, to the references in the Registration Statement to
our firm and to the inclusion of this opinion letter as an exhibit to the
Registration Statement.
Very truly yours,
/s/
LIDDELL, SAPP, ZIVLEY, HILL
& LABOON, L.L.P.
<PAGE>
<TABLE>
Exhibit 12.1
CAMDEN PROPERTY TRUST
Statement Regarding Computation of Ratios of Earnings to Fixed Charges and Earnings to
Combined Fixed Charges and Preferred Share Dividends<F1>
(In thousands, except for ratio amounts)
<CAPTION>
Camden Property Trust Camden Predecessors
------------------------------------ -------------------------
Year Ended December 31, July 29 to January 1 to Year Ended
------------------------- December 31, July 28, December 31,
1996<F2> 1995 1994 1993 1993 1992
-------- ------- ------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Earnings before fixed charges:
Net income (loss) $ 8,713 $12,330 $ 9,522 $3,547 $ 500 $ (733)
Less: Interest capitalized (4,129) (5,321) (2,167) (58) (45)
------- ------- ------- ------ ------ ------
Total earnings, before fixed
charge additions 4,584 7,009 7,355 3,547 442 (778)
------- ------- ------- ------ ------ ------
Computation of fixed charges:
Interest expense 17,336 13,843 8,807 1,340 4,364 5,840
Interest capitalized 4,129 5,321 2,167 58 45
Loan amortization 825 720 1,079 157 171 269
Interest portion of rental expense 143 143 126 63 41 80
------- ------- ------- ------ ------ ------
Total fixed charges 22,433 20,027 12,179 1,560 4,634 6,234
------- ------- ------- ------ ------ ------
Total earnings and fixed
charges $27,017 $27,036 $19,534 $5,107 $5,076 $5,456
======= ======= ======= ====== ====== ======
Ratio of earnings to fixed charges 1.20x 1.35x 1.60x 3.27x 1.10x 0.88x
Dollar amount of coverage deficiency $(778)
Ratio of earnings to combined
fixed charges and preferred
share dividends<F3>:
Total fixed charges $22,433 $20,027 $12,179
Preferred share dividends 4 39 20
------- ------- -------
Total combined fixed charges
and preferred share dividends $22,437 $20,066 $12,199
======= ======= =======
Ratio of earnings to combined fixed
charges and preferred share
dividends 1.20x 1.35x 1.60x
<FN>
<F1> For purposes of this schedule, earnings before fixed charges consist of net income (loss)
plus fixed charges. Fixed charges include interest on indebtedness, capitalized interest,
amortization of loan costs and that portion of operating rental expenses representing the
interest factor.
<F2> Earnings include a $(5,351) impact from the extinguishment of hedges upon debt
refinancing. Excluding this impact, such ratios would be 1.44x.
<F3> The ratio of earnings to combined fixed charges and preferred share dividends is the same
as the ratio of earnings to fixed charges for fiscal years prior to 1994 as the Company had no
preferred share dividends prior to 1994.
</FN>
</TABLE>
<PAGE>
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Camden Property Trust on Form S-3 of our reports dated February 21,
1997, included and incorporated by reference in the Annual Report on Form
10-K of Camden Property Trust for the year ended December 31, 1996, and to
the reference to us under the heading "Experts" in the Prospectus, which is
part of this Registration Statement.
/s/
Deloitte & Touche LLP
Deloitte & Touche LLP
Houston, Texas
April 2, 1997
<PAGE>
<PAGE>
Securities Act of 1933
File No. 33-84536
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2)_____X____
_______________
U.S. TRUST COMPANY OF TEXAS, N.A.
(Exact name of trustee as specified in its charter)
75-2353745
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
2001 Ross Avenue, Suite 2700 75201-2936
Dallas, Texas (Zip Code)
(Address of trustee's
principal executive offices)
Compliance Officer
U.S. Trust Company of Texas, N.A.
2001 Ross Avenue, Suite 2700
Dallas, Texas 75201-2936
(214) 754-1200
(Name, address and telephone number of agent for service)
_______________
Camden Property Trust
(Exact name of obligor as specified in its charter)
Texas 76-6088377
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
3200 Southwest Freeway, Suite 1500
Houston, Texas 77027
(Address of principal executive offices) (Zip Code)
_______________
Senior Debt Securities
(Title of the indenture securities)
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
<PAGE>
GENERAL
1. General Information.
Furnish the following information as to the Trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Federal Reserve Bank of Dallas (11th District), Dallas, Texas
(Board of Governors of the Federal Reserve System)
Federal Deposit Insurance Corporation, Dallas, Texas
The Office of the Comptroller of the Currency, Dallas, Texas
(b) Whether it is authorized to exercise corporate trust powers.
The Trustee is authorized to exercise corporate trust powers.
2. Affiliations with Obligor and Underwriters.
If the obligor or any underwriter for the obligor is an affiliate of
the Trustee, describe each such affiliation.
None.
3. Voting Securities of the Trustee.
Furnish the following information as to each class of voting securities
of the Trustee:
As of April 2, 1997
- ---------------------------------------------------------------------------
Col A. Col B.
- ---------------------------------------------------------------------------
Title of Class Amount Outstanding
- ---------------------------------------------------------------------------
Capital Stock - par value $100 per share 5,000 shares
4. Trusteeships under Other Indentures.
Not Applicable
5. Interlocking Directorates and Similar Relationships with the Obligor or
Underwriters.
Not Applicable
6. Voting Securities of the Trustee Owned by the Obligor or its Officials.
Not Applicable
7. Voting Securities of the Trustee Owned by Underwriters or their
Officials.
Not Applicable
8. Securities of the Obligor Owned or Held by the Trustee.
Not Applicable
9. Securities of Underwriters Owned or Held by the Trustee.
Not Applicable
10. Ownership or Holdings by the Trustee of Voting Securities of Certain
Affiliates or Security Holders of the Obligor.
Not Applicable
11. Ownership or Holdings by the Trustee of any Securities of a Person
Owning 50 Percent or More of the Voting Securities of the Obligor.
Not Applicable
12. Indebtedness of the Obligor to the Trustee.
Not Applicable
13. Defaults by the Obligor.
Not Applicable
14. Affiliations with the Underwriters.
Not Applicable
15. Foreign Trustee.
Not Applicable
16. List of Exhibits.
T-1.1 - A copy of the Articles of Association of U.S. Trust Company of
Texas, N.A.; incorporated herein by reference to Exhibit T-1.1
filed with Form T-1 Statement, Registration No. 22-21897.
T-1.2 - A copy of the certificate of authority of the Trustee to
commence business; incorporated herein by reference to Exhibit
T-1.2 filed with Form T-1 Statement, Registration No. 22-21897.
T-1.3 - A copy of the authorization of the Trustee to exercise
corporate trust powers; incorporated herein by reference to
Exhibit T-1.3 filed with Form T-1 Statement, Registration No.
22-21897.
T-1.4 - A copy of the By-laws of the U.S. Trust Company of Texas, N.A.,
as amended to date; incorporated herein by reference to Exhibit
T-1.4 filed with Form T-1 Statement, Registration No. 22-21897.
T-1.5 - The consent of the Trustee required by Section 321(b) of the
Trust Indenture Act of 1939.
T-1.6 - A copy of the latest report of condition of the Trustee
published pursuant to law or the requirements of its
supervising or examining authority.
NOTE
As of April 2, 1997 the Trustee had 5,000 shares of Capital Stock
outstanding, all of which are owned by U.S. T.L.P.O. Corp. As of August 5,
1993 U.S. T.L.P.O. Corp. had 35 shares of Capital Stock outstanding, all of
which are owned by U.S. Trust Corporation. U.S. Trust Corporation had
outstanding 19,590,565 shares of $1 par value Common Stock as of March 24,
1997.
The term "Trustee" in Items 2, 5, 6, 7, 8, 9, 10 and 11 refers to each of
U.S. Trust Company of Texas, N.A., U.S. T.L.P.O. Corp. and U.S. Trust
Corporation.
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all the facts on which to base responsive answers to Items 2, 5,
6, 7, 9, 10 and 11, the answers to said Items are based upon incomplete
information. Items 2, 5, 6, 7, 9, 10 and 11 may, however, be considered
correct unless amended by an amendment to this Form T-1.
In answering any items in this Statement of Eligibility and Qualification
which relates to matters peculiarly within the knowledge of the obligors or
their directors or officers, or an underwriter for the obligors, the
Trustee has relied upon information furnished to it by the obligors and
will rely on information to be furnished by the obligors or such
underwriter, and the Trustee disclaims responsibility for the accuracy or
completeness of such information.
_______________
<PAGE>
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, U.S. Trust Company of Texas, N.A., a national banking association
organized under the laws of the United States of America, has duly caused
this statement of eligibility and qualification to be signed on its behalf
by the undersigned, thereunto duly authorized, all in the City of Dallas,
and State of Texas on the 2nd day of April, 1997.
U.S. Trust Company of Texas, N.A.,
Trustee
By: /S/ John S. Stohlmann
------------------------
John C. Stohlmann
Vice President
<PAGE>
<PAGE>
Exhibit T-1.5
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939 as amended in connection with the proposed issue of Camden Property
Trust Senior Debt Securities, we hereby consent that reports of examination
by Federal, State, Territorial or District authorities may be furnished by
such authorities to the Securities and Exchange Commission upon request
therefor.
U.S. Trust Company of Texas, N.A.
By: /S/ John C. Stohlmann
----------------------------
John C. Stohlmann
Vice President
<PAGE>
<PAGE>
Board of Governors of the
Federal Reserve System
OMB Number: 7100-0036
Federal Deposit Insurance Corporation
OMB Number: 3064-0052
Office of the Comptroller of the
Currency
Federal Financial Institutions OMB Number: 1557-0081
Examination Council Expires March 31,1999
- ---------------------------------------------------------------------------
Please Refer to Page i, (1)
Table of Contents, for
(LOGO) the required disclosure
of estimated burden
- ---------------------------------------------------------------------------
CONSOLIDATED REPORTS OF CONDITION
AND INCOME FOR A BANK WITH DOMESTIC
OFFICES ONLY AND TOTAL ASSETS OF
LESS THAN $100 MILLION -- FFIEC 034 (961231)
--------
REPORT AT THE CLOSE OF BUSINESS (RCRI 9999)
DECEMBER 31, 1996
This report is required by law: This report form is to be filed by
12 U.S.C. Section 324 (State member banks with domestic offices only.
banks); 12 U.S. c. Section 1817 Banks with branches and consolidated
(State nonmember banks); and 12 subsidiaries in U.S. territories and
U.S. C. Section 161 (National possessions, Edge or Agreement
banks). subsidiaries, foreign branches,
consolidated foreign subsidiaries, or
International Banking Facilities must
file FFIEC 031.
- ---------------------------------------------------------------------------
NOTE: The Reports of Condition and The Reports of Condition and Income
Income must be signed by an are to be prepared in accordance
authorized officer and the Report with Federal regulatory authority
of Condition must be attested to by instructions. NOTE: these
not less than two directors instructions may in some cases differ
(trustees) for State nonmember banks from generally accepted accounting
and three directors for State member principles.
and National Banks.
We, the undersigned directors
I, Alfred B. Childs, SVP & Cashier (trustees), attest to the correctness
- ---------------------------------- of this Report of Condition
Name and Title of Officer Authorized (including the supporting schedules)
to Sign Report and declare that it has been
examined by us and to the best of
of the named bank do hereby declare our knowledge and belief has been
that these Reports of Condition prepared in conformance with the
and Income (including the supporting instructions issued by the
schedules) have been prepared in appropriate Federal regulatory
conformance with the instructions authority and is true and correct.
issued by the appropriate Federal
regulatory authority and are true to /s/ Stuart M. Pearman
the best of my knowledge and belief. -----------------------
Director (Trustee)
/s/ Alfred B. Childs
- ----------------------------------- /s/ J. T. Moore Jr.
Signature of Officer Authorized to -----------------------
Sign Report Director (Trustee)
January 15, 1997 /s/ Peter J. Denker
- -------------------- -----------------------
Date of Signature Director (Trustee)
- ---------------------------------------------------------------------------
FOR BANKS SUBMITTING HARD COPY
REPORT FORMS:
STATE MEMBER BANKS: Return the NATIONAL BANKS: Return the
original and one copy to the original only in the special
appropriate Federal Reserve return address envelope provided.
District Bank. If express mail is used in lieu
of the special return address
STATE NONMEMBER BANKS: Return envelope, return the original only
the original only in the special to the FDIC, c/o Quality Data
return address envelope provided. Systems, 2127 Espey Court, Suite
If express mail is used in lieu 204, Crofton, MD 21114.
of the special return address
envelope, return the original only
to the FDIC, c/o Quality Data
Systems, 2127 Espey Court, Suite
204, Crofton, MD 21114.
- ---------------------------------------------------------------------------
FDIC Certificate Number ____________ 12-31-96
(RCRI 9050) Banks should affix the address label
in this space.
U. S. Trust Company of Texas,
National Association
Legal Title of Bank (TEXT 9010)
2001 Ross Avenue, Suite 2700
City (TEXT 9130)
Dallas, TX 75201
State Abbrev.(TEXT 9200) ZIP Code
(TEXT 9220)
Board of Governors of the Federal Reserve System, Federal Deposit Insurance
Corporation, Office of the Comptroller of the Currency
<PAGE>
<PAGE>
U.S. Trust Company of Texas, N.A. FFIEC 034
2100 Ross Avenue, Suite 2700 Page RC-2
Dallas, TX 75201
Call Date: 12/31/96 State #: 6797
Vendor ID: D Cert #: 33217
Transit #: 11101765
9
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR DECEMBER 31, 1996
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
Schedule RC - Balance Sheet
C100
Dollar Amounts
in Thousands
- ---------------------------------------------------------------------------
ASSETS
1. Cash and balances due from depository institutions: RCON
----
a. Noninterest-bearing balances and currency
and coin (1,2) 0081 325 1.a
b. Interest bearing balances(3) 0071 173 1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B,
column A) 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B,
column D) 1773 101,385 2.b
3. Federal funds sold and securities purchased under
agreements to resell:
a. Federal funds sold (4) 0276 0 3.a
b. Securities purchased under agreements to
resell (5) 0277 0 3.b
4. Loans and lease financing receivables: RCON
----
a. Loans and leases, net of unearned
income (from Schedule RC-C) 2122 42,103 4.a
b. LESS: Allowance for loan and lease
losses 3123 481 4.b
c. LESS: Allocated transfer risk
reserve 3128 0 4.c
d. Loans and leases, net of unearned
income, allowance, and reserve RCON
----
(item 4.a minus 4.b and 4.c) 2125 41,622 4.d
5. Trading assets 3545 0 5.
6. Premises and fixed assets (including capitalized
leases) 2145 753 6.
7. Other real estate owned (from Schedule RC-M) 2150 0 7.
8. Investments in unconsolidated subsidiaries and
associated companies (from Schedule RC-M) 2130 0 8.
9. Customers' liability to this bank on acceptances
outstanding 2155 0 9.
10. Intangible assets (from Schedule RC-M) 2143 0 10.
11. Other assets (from Schedule RC-F) 2160 1,511 11.
12. a. Total assets (sum of items 1 through 11) 2170 145,769 12.a
b. Losses deferred pursuant to U.S.C. 1823(j) 0306 0 12.b
c. Total assets and losses deferred pursuant to
12 U.S.C. 1823(j)(sum of items 12.a and 12.b) 0307 145,769 12.c
(1) Includes cash items in process of collection and unposed debits.
(2) The amount reported in this item must be greater than or equal to the
sum of Schedule RC-M, items 3.a and 3.b.
(3) Includes time certificates of deposit not held for trading.
(4) Report term federal funds sold' in Schedule RC, item 4.a, Loans and
leases, net of unearned income,' and in Schedule RC-C, part 1.
(5) Report securities purchased under agreements to resell that involve the
receipt of immediately available funds and mature in one business day
or roll over under a continuing contract in Schedule RC, item 3.a,
Federal funds sold.'
<PAGE>
<PAGE>
U.S. Trust Company of Texas, N.A. FFIEC 034
2100 Ross Avenue, Suite 2700 Page RC-2
Dallas, TX 75201
Call Date: 12/31/96 State #: 6797
Vendor ID: D Cert #: 33217
Transit #: 11101765
10
Schedule RC - Continued Dollar Amounts
in Thousands
- ---------------------------------------------------------------------------
LIABILITIES
13. Deposits: RCON
a. In domestic offices (sum of totals of ----
columns A and C from Schedule RC-E) RCON 2200 118,129 13.a
----
(1) Noninterest-bearing (1) 6631 12,669 13.a.1
(2) Interest-bearing 6636 105,440
b. In foreign offices, Edge and
Agreement subsidiaries, and IBFs
(1) Noninterest-bearing
(2) Interest-bearing
14. Federal funds purchased and securities
sold under agreements to repurchase: RCON
----
a. Federal funds purchased (2) 0278 0 14.a
b. Securities sold under agreements to
repurchase (3) 0279 0 14.b
15. a. Demand notes issued to the U.S.
Treasury 2840 0 15.a
b. Trading liabilities 3548 0 15.b
16. Other borrowed money:
a. With a remaining maturity of one
year or less 2332 0 16.a
b. With a remaining maturity of more
than one year 2333 6,000 16.b
17. Mortgage indebtedness and obligations
under capitalized leases 2910 0 17.
18. Bank's liability on acceptances executed
and outstanding 29200 0 18.
19. Subordinated notes and debentures 3200 0 19.
20. Other liabilities (from Schedule RC-G) 2930 1,575 20.
21. Total liabilities (sum of items 13 through 20) 2948 125,704 21.
22. Limited-life preferred stock and related surplus 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus 3838 7,000 23.
24. Common stock 3230 500 24.
25. Surplus (exclude all surplus related to
preferred stock) 2829 8,384 25.
26. a. Undivided profits and capital reserves 3632 4,045 26.a
b. Net unrealized holding gains (losses) on
available-for-sale securities 8434 136 26.b
27. Cumulative foreign currency translation
adjustments 3210
28. a. Total equity capital (sum of items 23
through 27) 3210 20,065 28.a
b. Losses deferred pursuant to 12 U.S.C. 1823(j) 0306 0 28.b
c. Total equity capital and losses deferred
pursuant to 12 U.S.C. 1823(j)
(sum of items 28.a and 28.b) 3559 20,065 28.c
29. Total liabilities, limited-life preferred
stock, equity capital, and losses deferred
pursuant to 12 U.S.C. 1823(j)
(sum of items 21, 22, and 28.c) 2257 145,769 29.
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number
of the statement below that best describes the
most comprehensive level of auditing work RCON
performed for the bank by independent external ----
auditors as of any date during 1995 6724 N/A M.1
1 = Independent audit of the bank 4 = Directors' examination of the
conducted in accordance with generally bank performed by other external
accepted auditing standards by certified auditors (may be required by
public accounting firm which submits a state chartering authority)
report on the bank 5 = Review of the bank's
2 = Independent audit of the bank's financial statements by external
parent holding company conducted in auditors
accordance with generally accepted 6 = Compilation of the bank's
auditing standards by a certified public financial statements by external
accounting firm which submits a report auditors
on the consolidated holding company (but 7 = Other audit procedures
not on the bank separately) (excluding tax preparation
3 = Directors' examination of the bank work)
conducted in accordance with generally 8 = No external audit work
accepted auditing standards by a
certified public accounting firm (may
be required by state chartering
authority)
(1) Includes total demand deposits and noninterest-bearing time and
savings deposits.
(2) Report "term federal funds purchased" in Schedule RC, item 16, Other
borrowed money.'
(3) Report securities sold under agreements to repurchase that involve the
receipt of immediately available funds and mature in one business day
or roll over under a continuing contract in Schedule RC, item 14.a,
Federal funds purchased.'
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