As filed with the Securities and Exchange Commission on July 30, 1997.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDED FORM S-8
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 Number)
3200 Southwest Freeway, Suite 1500 77027
Houston, Texas (Zip Code)
(Address of Principal Executive Officers)
1993 SHARE INCENTIVE PLAN OF CAMDEN PROPERTY TRUST
(Full Title of the Plan)
RICHARD J. CAMPO
CHIEF EXECUTIVE OFFICER
CAMDEN PROPERTY TRUST
3200 SOUTHWEST FREEWAY
SUITE 1500
HOUSTON, TEXAS 77027
(Name and Address of Agent for Service)
(713) 964-3555
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
BRYAN L. GOOLSBY
GINA E. BETTS
LIDDELL, SAPP, ZIVLEY, HILL
& LaBOON, L.L.P.
2200 ROSS AVENUE, SUITE 900
DALLAS, TEXAS 75201
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Tile of Securities to be Price Offering Registration
to be registered (1) Registered Per Share Price (2) Fee (3)
- ------------------- ---------- --------- -------------- ------------
<S> <C> <C> <C> <C>
Common Shares of
Beneficial Interest, 1,713,234 $30.75 $52,681,945.50 $15,964.00
par value shares
$0.01 per share
</TABLE>
(1) Consists of Common Shares of Beneficial Interest of the Registrant
which are issuable pursuant to the Registrant's 1993 Share Incentive
Plan.
(2) Estimated solely for the purpose of determining the registration fee.
(3) Calculated pursuant to Rule 457(o).
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed in order to
register an additional 1,713,234 common shares of beneficial interest,
par value $.01 per share, of Camden Property Trust for issuance pursuant
to the 1993 Share Incentive Plan (the "Plan"). The contents of that
earlier Registration Statement (Registration No. 33-80230), which
registered 1,450,000 shares for issuance under the Plan and the
Agreements and was filed on June 15, 1994, are hereby incorporated by
reference.
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<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 the requirements for filing on Form S-8 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 this 31th day of July, 1997.
CAMDEN PROPERTY TRUST
/s/ Richard J. Campo
-----------------------
Richard J. Campo
Chief Executive Officer
Each person whose signature appears below 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, each with full power of
substitution and resubstitution, severally, for him and in his name,
place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said 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, as
fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in- fact and
agents, or any of them or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
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
- ---------------------
Richard J. Campo Chairman of the Board July 30, 1997
of Trust Managers,
Chief Executive Officer
and Trust Manager
/s/ D. Keith Oden
- ---------------------
D. Keith Oden President, Chief Operating July 30, 1997
Officer and Trust Manager
/s/ G. Steven Dawson
- ---------------------
G. Steven Dawson Senior Vice-President - Finance, July 30, 1997
Chief Financial Officer,
Treasurer and Assistant
Secretary
/s/ William R. Cooper
- ---------------------
William R. Cooper Trust Manager July 30, 1997
/s/ George A. Hrdlicka
- ---------------------
George A. Hrdlicka Trust Manager July 30, 1997
/s/ Lewis A. Levey
- ---------------------
Lewis A. Levey Trust Manager July 30, 1997
/s/ F. Gardner Parker
- ---------------------
F. Gardner Parker Trust Manager July 30, 1997
/s/ Steven A. Webster
- ---------------------
Steven A. Webster Trust Manager July 31, 1997
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
- -------------- --------------------------------------
5.1* Opinion of Liddell, Sapp, Zivley, Hill
& LaBoon, L.L.P.
23.1* Consent of Liddell, Sapp, Zivley, Hill
& LaBoon, L.L.P.
(included in Exhibit 5.1 hereto).
23.2* Consent of Deloitte & Touche LLP.
* Filed herewith.
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July 29, 1997
Camden Property Trust
3200 Southwest Freeway, Suite 1500
Houston, Texas 77027
Ladies and Gentlemen:
We have acted as counsel to Camden Property Trust, a Texas real
estate investment trust (the "Company"), in connection with the
Registration Statement on Form S-8 (the "Registration Statement") filed
by the Company with the Securities and Exchange Commission pursuant to
the Securities Act of 1933, as amended, relating to the offer and sale of
up to 1,713,234 shares of the Company's Common Shares of Beneficial
Interest, $0.01 par value per share (the "Common Shares"), that may be
issued pursuant to the Company's 1993 Share Incentive Plan (the "Plan").
In connection with this opinion, we have examined and are familiar
with 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 the Company's
Amended and Restated Declaration of Trust, the Company's Amended and
Restated Bylaws and the Plan. 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 its representatives or
officers.
Based upon the foregoing, we are of the opinion that the Common
Shares that may be issued by the Company, when issued and paid for in
accordance with the terms of the Plan, will be validly issued, fully paid
and nonassessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ Liddell, Sapp, Zivley, Hill & LaBoon
----------------------------------------------
LIDDELL, SAPP, ZIVLEY, HILL & LaBOON, L.L.P.fs
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Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement of Camden Property Trust on Form S-8 of our reports dated
February 21, 1997, appearing in and incorporated by reference in the
Annual Report on Form 10-K of Camden Property Trust for the year ended
December 31, 1996.
/s/ Deloitte & Touche LLP
- --------------------------
Deloitte & Touche LLP
Houston, Texas
July 30, 1997
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