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As filed with the Securities and Exchange Commission on November 5, 1999
Registration No. 333-70295
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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 Identification No.)
organization)
THREE GREENWAY PLAZA, SUITE 1300
HOUSTON, TEXAS 77046
(713) 354-2500
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
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RICHARD J. CAMPO
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
CAMDEN PROPERTY TRUST
THREE GREENWAY PLAZA, SUITE 1300
HOUSTON, TEXAS 77046
(713) 354-2500
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
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Copies to:
BRYAN L. GOOLSBY
LOCKE LIDDELL & SAPP LLP
2200 ROSS AVENUE, SUITE 2200
DALLAS, TEXAS 75201
(214) 740-8000
FAX: (214) 740-8800
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Approximate date of commencement of proposed sale to the public: From time to
time after this Registration Statement becomes effective.
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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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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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:
<TABLE>
<S> <C>
Registration Fee....................................................... $ 4,920
Accounting Fees and Expenses........................................... 15,000
Legal Fees and Expenses................................................ 25,000
Miscellaneous.......................................................... 2,080
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Total.................................................................. $47,000
</TABLE>
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 will 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 managers 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 Camden Property Trust's (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
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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
4.1 Amended and Restated Declaration of Trust, as amended
(filed as Exhibit 3.1 to Camden Property Trust's
Annual Report on Form 10-K for the year ended December
31, 1993 (File No. 1-12110) and incorporated herein by
reference)
4.2 Second Amended and Restated Bylaws of the Company
(filed as Exhibit 3.1 to Camden Property Trust's
Annual Report on Form 10-K for the year ended December
31, 1997 (File No. 1-12110) and incorporated herein by
reference)
4.3 Specimen certificate for Common Shares (filed as
Exhibit 4.1 to Camden Property Trust's Registration
Statement on Form S-11 filed September 15, 1993 (No.
33-68736) and incorporated herein by reference)
4.4 Form of Statement of Designation, Preferences and
Rights of Series A Cumulative Convertible Preferred
Shares of Beneficial Interest (filed as Exhibit 4.1 to
Camden Property Trust's Registration Statement on Form
S-4 filed February 6, 1998 (No. 333-45817) and
incorporated herein by reference)
*5.1 Opinion of Locke Liddell & Sapp LLP as to the legality
of the securities being registered
*8.1 Opinion of Locke Liddell & Sapp LLP as to certain tax
matters
**23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Locke Liddell & Sapp LLP (included in
Exhibit 5.1 hereto)
23.3 Consent of Locke Liddell & Sapp LLP (included in
Exhibit 8.1 hereto)
*24.1 Power of Attorney (included on signature page)
*99.1 Form of Registration Rights Agreement, dated as of
April 6, 1998, by and among Oasis Residential, Inc.,
ISCO and IFT Properties, Ltd.
*99.2 Form of Registration Rights Agreement, dated as of
April 2, 1998, by and between Oasis Residential, Inc.
and Merrill Lynch International Private Finance
Limited
99.3 Contribution Agreement, dated as of October 23, 1998,
by and among Oasis Residential, Inc., Costa Mesa
Partners, LLC, ISCO, IFT Properties, Ltd, Edward
Israel and Robert Cohen (filed as Exhibit 10.58 to
Oasis Residential, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1997 (File No.
1-12428) and incorporated herein by reference)
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99.4 Amended and Restated Limited Liability Company
Agreement of Oasis Martinique, LLC, dated as of
October 23, 1998, by and among Oasis Residential, Inc.
and the persons named therein (filed as Exhibit 10.59
to Oasis Residential, Inc.'s Annual Report on Form
10-K for the year ended December 31, 1997 (File No.
1-12428) and incorporated herein by reference)
99.5 Exchange Agreement, dated as of October 23, 1998, by
and among Oasis Residential, Inc., Oasis Martinique,
LLC and the holders listed thereon (filed as Exhibit
10.60 to Oasis Residential, Inc.'s Annual Report on
Form 10-K for the year ended December 31, 1997 (File
No. 1-12428) and incorporated herein by reference)
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* Previously filed.
** Filed herewith.
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) 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.
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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 5th day of November,
1999.
CAMDEN PROPERTY TRUST
By: /s/ G. Steven Dawson
----------------------------------------
G. Steven Dawson
Senior Vice President--Finance,
Chief Financial Officer, Treasurer and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
amendment has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
* Chairman of the Board of Trust November 5, 1999
- ------------------------ Managers and Chief Executive
Richard J. Campo Officer (Principal Executive
Officer)
*
- ------------------------ President, Chief Operating Officer November 5, 1999
D. Keith Oden and Trust Manager
/s/ G. Steven Dawson Senior Vice President--Finance, November 5, 1999
- ------------------------ Chief Financial Officer, Treasurer
G. Steven Dawson and Secretary (Principal Financial
and Accounting Officer)
* Trust Manager November 5, 1999
- ------------------------
William R. Cooper
*
- ------------------------ Trust Manager November 5, 1999
George R. Hrdlicka
* Trust Manager November 5, 1999
- ------------------------
Lewis A. Levey
* Trust Manager November 5, 1999
- ------------------------
F. Gardner Parker
* Trust Manager November 5, 1999
- ------------------------
Steven A. Webster
* Trust Manager November 5, 1999
- ------------------------
Scott S. Ingraham
</TABLE>
* By: /s/ G. Steven Dawson
-----------------------------
G. Steven Dawson
Attorney-in-Fact
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
4.1 Amended and Restated Declaration of Trust, as amended (filed as Exhibit 3.1 to Camden Property
Trust's Annual Report on Form 10-K for the year ended December 31, 1993 (File No. 1-12110) and
incorporated herein by reference)
4.2 Second Amended and Restated Bylaws of the Company (filed as Exhibit 3.1 to Camden Property
Trust's Annual Report on Form 10-K for the year ended December 31, 1997 (File No. 1-12110) and
incorporated herein by reference)
4.3 Specimen certificate for Common Shares (filed as Exhibit 4.1 to Camden Property Trust's
Registration Statement on Form S-11 filed September 15, 1993 (No. 33-68736) and incorporated
herein by reference)
4.4 Form of Statement of Designation, Preferences and Rights of Series A Cumulative Convertible
Preferred Shares of Beneficial Interest (filed as Exhibit 4.1 to Camden Property Trust's
Registration Statement on Form S-4 filed February 6, 1998 (No. 333-45817) and incorporated
herein by reference)
*5.1 Opinion of Locke Liddell & Sapp LLP as to the legality of the securities being registered
*8.1 Opinion of Locke Liddell & Sapp LLP as to certain tax matters
**23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Locke Liddell & Sapp LLP (included in Exhibit 5.1 hereto)
23.3 Consent of Locke Liddell & Sapp LLP (included in Exhibit 8.1 hereto)
*24.1 Power of Attorney (included on signature page)
*99.1 Form of Registration Rights Agreement, dated as of April 6, 1998, by and among Oasis Residential,
Inc., ISCO and IFT Properties, Ltd.
*99.2 Form of Registration Rights Agreement, dated as of April 2, 1998, by and between Oasis Residential,
Inc. and Merrill Lynch International Private Finance Limited
99.3 Contribution Agreement, dated as of October 23, 1998, by and among Oasis Residential, Inc., Costa
Mesa Partners, LLC, ISCO, IFT Properties, Ltd, Edward Israel and Robert Cohen (filed as Exhibit
10.58 to Oasis Residential, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1997
(File No. 1-12428) and incorporated herein by reference)
99.4 Amended and Restated Limited Liability Company Agreement of Oasis Martinique, LLC, dated as of
October 23, 1998, by and among Oasis Residential, Inc. and the persons named therein (filed as
Exhibit 10.59 to Oasis Residential, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1997 (File No. 1-12428) and incorporated herein by reference)
99.5 Exchange Agreement, dated as of October 23, 1998, by and among Oasis Residential, Inc., Oasis
Martinique, LLC and the holders listed thereon (filed as Exhibit 10.60 to Oasis Residential,
Inc.'s Annual Report on Form 10-K for the year ended December 31, 1997 (File No. 1-12428) and
incorporated herein by reference)
</TABLE>
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* Previously filed.
** Filed herewith.
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statment of
Camden Property Trust on Form S-3 of our reports dated January 26, 1999, except
for Notes 3, 6, 11 and 12 as to which the date is February 23, 1999, appearing
in or incorporated by reference in the Annual Report on Form 10-K of Camden
Property Trust for the year ended December 31, 1998 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
November 5, 1999
