<PAGE>
As filed with the Securities and Exchange Commission on June 24, 1998.
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------------
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 of Incorporation (I.R.S. Employer
or Organization) Identification Number)
3200 SOUTHWEST FREEWAY 77027
SUITE 1500 (Zip Code)
HOUSTON, TEXAS
(Address of Principal
Executive Officers)
THE 1995 EQUITY PARTICIPATION PLAN OF OASIS RESIDENTIAL, INC.
1993 STOCK OPTION PLAN OF OASIS RESIDENTIAL, INC.
OASIS RESIDENTIAL, INC. STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
(Full Title of the Plan)
RICHARD J. CAMPO
CHAIRMAN AND 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
TONI WEINSTEIN
LIDDELL, SAPP, ZIVLEY, HILL
& LABOON, L.L.P.
2001 ROSS AVENUE, SUITE 3000
DALLAS, TEXAS 75201
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================
Proposed Proposed
Maximum Maximum Amount of
Title of Securities to be Amount to be Offering Price Aggregate Registration
registered Registered Per Share(1)(2) Offering Price (2) Fee (3)
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares of
Beneficial Interest, par 894,111 $30.29 $27,082,622 $7,989
value $0.01 per share
===============================================================================================
</TABLE>
(1) Estimated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended (the "Securities Act"), on the basis of the prices at which the
options may be exercised.
(2) Estimated solely for the purpose of determining the registration fee.
(3) Calculated pursuant to Section 6(b) of the Securities Act.
<PAGE>
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Incorporated by reference in this Registration Statement are the
following documents filed with the Securities and Exchange Commission (the
"Commission"):
(a) Camden Property Trust's ("Camden") Annual Report on Form 10-K for
the fiscal year ended December 31, 1997;
(b) Camden's Quarterly Report on Form 10-Q for the quarter ended March
31, 1998;
(c) Camden's Current Reports on Form 8-K, dated February 4, 1998 and
April 8, 1998; and
(d) The description of Camden's common shares of beneficial interest,
par value $.01 per share, set forth in the section entitled
"Description of Camden Securities-Camden Common Shares" in the
Registrant's Registration Statement on Form S-4, filed with the
Commission on February 6, 1998 (File No. 333-45817), including any
amendment or report filed for the purpose of updating such
information.
All documents subsequently filed by Camden pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. 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
<PAGE>
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 Amended and Restated Declaration of Trust of
Camden provides that Camden shall indemnify officers and trust managers, as set
forth below:
(a) Camden shall indemnify, to the fullest extent that
indemnification is permitted by Texas law in accordance with Camden's
Bylaws, every person who is or was a trust manager or officer of Camden
or its corporate predecessor and any person who is or was serving at the
request of Camden or its corporate predecessor as a director, officer,
partner, venturer, proprietor, trustee, employee, agent or similar
functionary of another real estate investment trust, foreign or domestic
corporation, partnership, joint venture, sole proprietorship, trust,
employee benefit plan or other enterprise with respect to all reasonable
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 as well as against all judgements, penalties,
fines and amounts paid in settlement.
(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, Camden 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 Camden or its
corporate predecessor and any person who is or was serving at the
request of Camden or its corporate predecessor as a director, officer,
partner, venturer, proprietor, trustee, employee, agent or similar
functionary of another real estate investment trust, 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 Second Amended and Restated Bylaws of Camden provide that Camden may
indemnify any trust manager or officer of Camden 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 Camden, or is or was serving at the
request of Camden 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
Camden, and that, in all other cases, his conduct was at least not opposed to
the best interests of Camden, 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
<PAGE>
to Camden, 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 Camden.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
Exhibit No. Description
- ----------- -----------
3.1 Amended and Restated Declaration of Trust of Camden (filed as
Exhibit 3.1 to Camden's Annual Report on Form 10-K for the year
ended December 31, 1993 (File No. 1-12110), and incorporated by
reference herein)
3.2 Second Amended and Restated Bylaws of Camden (filed as Exhibit 3.1
to Camden's Annual Report on Form 10-K for the year ended December
31, 1997 (File No. 1-12110) and incorporated by reference herein)
4.1 Specimen certificate for Camden Common Shares (filed as Exhibit 4.1
to Camden's Registration Statement on Form S-11 filed on September
15, 1993 (File No. 33-68736), and incorporated by reference herein)
5 Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. (included
in their opinion filed as Exhibit 5)
24 Powers of Attorney (included on signature page)
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes as follows:
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;
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.
<PAGE>
2. That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
4. That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) 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.
5. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, 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 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, 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, the registrant 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 24th day of June, 1998.
CAMDEN PROPERTY TRUST
By: /s/ Richard J. Campo
-------------------------
Richard J. Campo
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
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. Each of the undersigned officers and
directors of the registrant hereby constitutes Richard J. Campo, D. Keith Oden
and G. Steven Dawson, any of whom may act, his true and lawful attorneys-in-fact
with full power to sign for him and in his name in the capacities indicated
below and to file any and all amendments to the registration statement filed
herewith, making such changes in the registration statement as the registrant
deems appropriate, and generally to do all such things in his name and behalf in
his capacity as an officer and director to enable the registrant to comply with
the provisions of the Securities Act of 1933 and all requirements of the
Securities and Exchange Commission.
<TABLE>
<S> <C> <C>
/s/ Richard J. Campo Chairman of the Board of Trust June 24, 1998
---------------------------- Managers and Chief Executive
Richard J. Campo Officer (Principal Executive
Officer)
/s/ D. Keith Oden President, Chief Operating June 24, 1998
---------------------------- Officer and Trust Manager
D. Keith Oden
/s/ G. Steven Dawson Senior Vice President-Finance, June 24, 1998
---------------------------- Chief Financial Officer, Treasurer
G. Steven Dawson and Assistant Secretary (Principal
Financial and Accounting Officer)
/s/ George A. Hrdlicka Trust Manager June 24, 1998
----------------------------
George A. Hrdlicka
/s/ F. Gardner Parker Trust Manager June 24, 1998
----------------------------
F. Gardner Parker
/s/ Steven A. Webster Trust Manager June 24, 1998
----------------------------
Steven A. Webster
/s/ William R. Cooper Trust Manager June 24, 1998
----------------------------
William R. Cooper
/s/ Lewis A. Levey Trust Manager June 24, 1998
----------------------------
Lewis A. Levey
/s/ Scott S. Ingraham Trust Manager June 24, 1998
----------------------------
Scott S. Ingraham
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
3.1 Amended and Restated Declaration of Trust of Camden (filed as
Exhibit 3.1 to Camden's Annual Report on Form 10-K for the year
ended December 31, 1993 (File No. 1-12110), and incorporated by
reference herein)
3.2 Second Amended and Restated Bylaws of Camden (filed as Exhibit 3.3
to Camden's Annual Report on Form 10-K for the year ended December
31, 1997 (File No. 1-12110) and incorporated by reference herein)
4.1 Specimen certificate for Camden Common Shares (filed as Exhibit 4.1
to Camden's Registration Statement on Form S-11 filed on September
15, 1993 (File No. 33-68736), and incorporated by reference herein)
5 Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. (included
in their opinion filed as Exhibit 5)
24 Powers of Attorney (included on signature page)
<PAGE>
Exhibit 5
June 24, 1998
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 894,111 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 1995 Equity Participation Plan of Oasis
Residential, Inc., 1993 Stock Option Plan of Oasis Residential, Inc. and Oasis
Residential, Inc. Stock Option Plan for Outside Directors (collectively, the
"Plans").
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 Declaration of Trust, the Company's Bylaws and
the Plans. 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 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 Plans, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
LIDDELL, SAPP, ZIVLEY, HILL & LaBOON, L.L.P.
<PAGE>
Exhibit 23.1
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 report dated January 16, 1998,
appearing in the Annual Report on Form 10-K of Camden Property Trust for the
year ended December 31, 1997.
Deloitte & Touche LLP
Houston, Texas
June 24, 1998
