SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Paragon Group, Inc.
(Name of Issuer)
Common Stock, Par Value $0.01 per Share
(Title of Class of Securities)
699116109
(Cusip Number)
F. Richard Bernasek
201 Main Street, Suite 2500
Fort Worth, Texas 76102
(817) 332-2500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 16, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page. The information required on the
remainder of this cover page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
**The total number of shares reported herein is 1,510,622 which constitutes
approximately 9.6% of the 15,703,787 shares deemed outstanding pursuant to
Rule 13d-3(d)(1). The total number of shares outstanding as set forth in the
Issuer's most recent report on Form 10-Q is 14,791,165.
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1. Name of Reporting Person:
FWP, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / x /
3. SEC Use Only
4. Source of Funds: See Item 3
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 1,487,622 (1)(2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,487,622 (1)(2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,487,622
(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 9.5% (3)
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole General Partner, FWP Genpar, Inc.
(2) Includes 892,622 shares issuable upon redemption of Units. See Item
5(a).
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are
15,683,787 shares of the Stock outstanding.
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1. Name of Reporting Person:
FWP Genpar, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / x /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 1,487,622 (1)(2)(3)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,487,622 (1)(2)(3)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,487,622
(1)(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 9.5% (4)
14. Type of Reporting Person: CO
- ----------
(1) Solely in its capacity as the sole General Partner of FWP, L.P.
(2) Includes 892,622 shares issuable upon redemption of Units. See Item
5(a).
(3) Power is exercised through its President and sole shareholder, Thomas R.
Delatour, Jr.
(4) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are
15,683,787 shares of the Stock outstanding.
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1. Name of Reporting Person:
Thomas R. Delatour, Jr.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / x /
3. SEC Use Only
4. Source of Funds: See Item 3.
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 1,497,622 (1)(2)(3)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,497,622 (1)(2)(3)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,497,622
(1)(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 9.5% (3)
14. Type of Reporting Person: IN
- ----------
(1) Solely in his capacity as the President and sole shareholder of FWP
Genpar, Inc., the sole general partner of FWP, L.P., as to 1,487,622 of
such shares.
(2) Includes 892,622 shares issuable to FWP, L.P. upon redemption of Units
and 10,000 shares issuable upon the exercise of options held by Mr.
Delatour. See Items 3 and 5(a).
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are
15,693,787 shares of the Stock outstanding.<PAGE>
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1. Name of Reporting Person:
Richard H. Childress
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / x /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 2,000 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,000(1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.1%
14. Type of Reporting Person: IN
- ----------
(1) Solely in his capacity as the sole Trustee of the Delatour Children's
1993 Trusts.<PAGE>
<PAGE>
1. Name of Reporting Person:
William S. Janes
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / x /
3. SEC Use Only
4. Source of Funds: See Item 3.
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 11,000 (1)(2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 11,000 (1)(2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 11,000
(1)(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.1% (3)
14. Type of Reporting Person: IN
- ----------
(1) Solely in his capacity as the sole Trustee of trusts for the benefit of
his children with respect to 1,000 of such shares.
(2) Includes 10,000 shares issuable upon the exercise of options held by Mr.
Janes. See Item 3.
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are
14,801,165 shares of the Stock outstanding.<PAGE>
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended, the
undersigned hereby amend their Schedule 13D Statement dated June 6, 1994,
relating to the Common Stock, par value $0.01 per share, of Paragon Group,
Inc. (the "Schedule 13D"). Unless otherwise indicated, all defined terms used
herein shall have the meanings respectively ascribed to them in the Schedule
13D. Pursuant to Item 101(a)(2)(ii) of Regulation S-T, this filing includes
a composite of all paper filings to date made by the Reporting Persons (as
hereinafter defined) on Schedule 13D with respect to such securities.
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock, par value $0.01 per
share (the "Stock"), of Paragon Group, Inc. (the "Issuer"). The principal
executive offices of the Issuer are located at 7557 Rambler Road, Suite 1200,
Dallas, Texas 75231.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended
(the "Act"), the undersigned hereby file this Schedule 13D Statement on behalf
of FWP, L.P., a Texas limited partnership ("FWP"), FWP Genpar, Inc., a Texas
corporation ("Genpar"), Thomas R. Delatour, Jr. ("Delatour"), Richard H.
Childress ("Childress") and William S. Janes ("Janes"). FWP, Genpar,
Delatour, Childress and Janes are sometimes hereinafter collectively referred
to as the "Reporting Persons." The Reporting Persons are making this single,
joint filing because they may be deemed to constitute a "group" within the
meaning of Section 13(d)(3) of the Act, although neither the fact of this
filing nor anything contained herein shall be deemed to be an admission by the
Reporting Persons that a group exists.
(b)-(c)
FWP
FWP is a Texas limited partnership, the principal business of which is
holding securities of the Issuer. The principal business address of FWP,
which also serves as its principal office, is 201 Main Street, Suite 3100,
Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the
Act, information about Genpar, the sole General Partner of FWP, is set forth
below.
Genpar
Genpar is a Texas corporation, the principal business of which is serving
as the sole general partner of FWP. The principal business address of FWP,
which also serves as its principal office, is 201 Main Street, Suite 3100,
Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the
Act, the name, residence or business address, and present principal occupation
or employment of each director, executive officer and controlling person of
Genpar are as follows:
Residence or Principal Occupation
Name Business Address or Employment
Thomas R. Delatour, See answer below See answer below
Jr.
W. R. Cotham 201 Main Street, Vice President/Controller
Suite 2600 of Bass Enterprises
Fort Worth TX 76102 Production Co. ("BEPCO")
BEPCO is a Texas corporation, the principal business of which is oil
exploration and drilling and the production of hydrocarbons. The principal
business address of BEPCO, which also serves as its principal office, is 201
Main Street, Suite 2700, Fort Worth, Texas 76102.
Delatour
Delatour's principal occupation or employment is serving as an officer of
RMB Realty, Inc., a Texas corporation ("RMB Realty"). Delatour's business
address is 201 Main Street, Suite 3100, Fort Worth, Texas 76102.
RMB Realty is a Texas corporation, the principal business of which is
real estate and real estate related investments for Keystone, Inc., a Texas
corporation, and Robert M. Bass. The principal business address of RMB
Realty, which also serves as its principal office, is 201 Main Street, Suite
3100, Fort Worth, Texas 76102.
Childress
Childress, Delatour's father-in-law, is retired and resides at 24941
Goldcrest Drive, Bonita Springs, Florida 33923.
Janes
Janes' principal occupation or employment is serving as an officer of RMB
Realty. Janes' business address is 1133 Connecticut Avenue, N.W., Suite 800,
Washington, D.C. 20036.
(d) None of the entities or persons identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has,
during the last five years, been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
(f) All of the natural persons identified in this Item 2 are citizens of
the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of the funds used or to be used by the Reporting
Persons to purchase shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
FWP Working Capital (1) $31,611,968.00 (2)
Genpar Not Applicable Not Applicable
Delatour Personal Funds (3) $ 194,687.50 (4)
Childress Trust Funds (5) $ 35,000.00
Janes Personal Funds (3); $ 215,937.50 (6)
Trust Funds (5)
(1) As used herein, the term "Working Capital" includes capital
contributions of the limited partners of FWP, income from the business
operations of FWP plus sums borrowed from banks and brokerage firm margin
accounts to operate such business in general. None of the funds reported
herein as "Working Capital" were borrowed or otherwise obtained for the
specific purpose of acquiring, handling, trading or voting the Stock.
(2) This figure represents the sum of the total amount expended by FWP
for all purchases of shares of the Stock and an $18,968,218.00 capital
contribution to Paragon Group L.P. in exchange for 892,622 Units (as defined
in Item 5(a)).
(3) As used herein, the term "Personal Funds" may include sums
borrowed from banks and brokerage firm margin accounts, none of which were
borrowed or otherwise obtained for the specific purpose of acquiring,
handling, trading or voting the Stock.
(4) Pursuant to a Non-Employee Stock Option Plan Stock Option
Agreement dated July 20, 1994 between the Issuer and Delatour, the Issuer
granted options to Delatour for 5,000 shares of the Stock, with an exercise
price of $21.25 per share and exercisable six months after the date granted
for a period of ten years after such date. Should Delatour decide to exercise
his options, the total exercise price to obtain such 5,000 shares would be
$106,250.00. The exercise price may be paid in cash or by delivery of shares
of the Stock having a fair market value equal to the exercise price.
Pursuant to a Non-Employee Stock Option Plan Stock Option Agreement
dated May 9, 1995 between the Issuer and Delatour, the Issuer granted options
to Delatour for 2,500 shares of the Stock, with an exercise price of $17.625
per share and exercisable six months after the date granted for a period of
ten years after such date. Should Delatour decide to exercise his options,
the total exercise price to obtain such 2,500 shares would be $44,062.50. The
exercise price may be paid in cash or by delivery of shares of the Stock
having a fair market value equal to the exercise price.
Pursuant to a Non-Employee Stock Option Plan Stock Option Agreement
dated May 7, 1996 between the Issuer and Delatour, the Issuer granted options
to Delatour for 2,500 shares of the Stock, with an exercise price of $17.75
per share and exercisable six months after the date granted for a period of
ten years after such date. Should Delatour decide to exercise his options,
the total exercise price to obtain such 2,500 shares would be $44,375.00. The
exercise price may be paid in cash or by delivery of shares of the Stock
having a fair market value equal to the exercise price.
The amount shown represents the sum of all amounts required to
exercise the options.
(5) As used herein, the term "Trust Funds" includes income from the
various investments of the trust plus sums borrowed from banks and brokerage
firm margin accounts for general purposes. None of the funds reported herein
as "Trust Funds" were borrowed or otherwise obtained for the specific purpose
of acquiring, handling, trading or voting the Stock.
(6) Pursuant to a Non-Employee Stock Option Plan Stock Option
Agreement dated July 20, 1994 with the Issuer and Janes, the Issuer granted
options to Janes for 5,000 shares of the Stock, with an exercise price of
$21.25 per share and exercisable six months after the date granted for a
period of ten years after such date. Should Janes decide to exercise his
options, the total exercise price to obtain 5,000 shares would be $106,250.00.
The exercise price may be paid in cash or by delivery of shares of the Stock
having a fair market value equal to the exercise price.
Pursuant to a Non-Employee Stock Option Plan Stock Option Agreement
dated May 9, 1995 between the Issuer and Janes, the Issuer granted options to
Janes for 2,500 shares of the Stock, with an exercise price of $17.625 per
share and exercisable six months after the date granted for a period of ten
years after such date. Should Janes decide to exercise his options, the total
exercise price to obtain such 2,500 shares would be $44,062.50. The exercise
price may be paid in cash or by delivery of shares of the Stock having a fair
market value equal to the exercise price.
Pursuant to a Non-Employee Stock Option Plan Stock Option Agreement
dated May 7, 1996 between the Issuer and Janes, the Issuer granted options to
Janes for 2,500 shares of the Stock, with an exercise price of $17.75 per
share and exercisable six months after the date granted for a period of ten
years after such date. Should Janes decide to exercise his options, the total
exercise price to obtain such 2,500 shares would be $44,375.00. The exercise
price may be paid in cash or by delivery of shares of the Stock having a fair
market value equal to the exercise price.
The amount shown represents the sum of all amounts required to
exercise the options and the $21,250.00 in Trust Funds expended by Janes in
his capacity as the sole Trustee of trusts for the benefit of his children to
acquire shares of the Stock.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons hold the shares of the Stock reported herein for
investment purposes.
Each of Delatour and Janes has each served on the Issuer's Board of
Directors since the Issuer's initial public offering in July 1994. Delatour,
whose term expires in 1998, is a member of the Executive Committee of the
Issuer's Board of Directors. Janes, whose term expires in 1997, is a member
of the Executive Compensation Committee of the Issuer's Board of Directors.
As non-employee directors of the Issuer, each of Delatour and Janes earns
$15,000 annually plus a fee of $1,000 for attendance at each meeting of the
Board of Directors and $500 for attendance at each committee meeting.
On December 16, 1996, the Issuer and Camden Property Trust announced
the execution of a Merger Agreement pursuant to which the Issuer would be
merged with and into a wholly-owned subsidiary of Camden (the "Proposed
Merger"). Attached hereto as Exhibit 99.2 and incorporated herein by
reference is a copy of a press release of the Issuer that describes the
Proposed Merger.
In connection with the Proposed Merger, on December 16, 1996, FWP and
Delatour entered into a Voting Agreement, a copy of which is attached hereto
as Exhibit 99.3 (the "Voting Agreement") and is incorporated herein by
reference. Pursuant to the Voting Agreement, FWP and Delatour agreed with
certain other persons (including the Issuer) to, among other things, (1) vote
all of the shares of the Stock beneficially owned by them in favor of the
Proposed Merger, (2) not transfer any shares of the Stock beneficially owned
by them until the earlier of the consummation of the Proposed Merger and the
date that the Merger Agreement terminates. The description of the Voting
Agreement set forth in this Item 4 is not, and does not purport to be,
complete, and is qualified in its entirety by reference to Exhibit 99.3.
Except as set forth in this Item 4, the Reporting Persons have no
present plans or proposals that relate to or that would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the
Act.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
FWP
Pursuant to Rule 13d-3 of the Act, the aggregate number of shares of
the Stock that FWP owns beneficially is 1,487,622, which constitutes
approximately 9.5% of the 15,683,787 shares of the Stock deemed outstanding
pursuant to Rule 13d-3(d)(1)(i) under the Act. Of the 1,487,622 shares of the
Stock deemed beneficially owned by FWP, 892,622 shares are represented by
892,622 Units of Limited Partnership (the "Units") of Paragon Group L.P., a
Delaware limited partnership and the operating partnership of the Issuer (the
"Operating Partnership"). Each Unit may be redeemed by the holder thereof
twelve months after the date of the Issuer's initial public offering (July 27,
1994) for cash, or in the sole discretion of the Issuer, for shares of the
Stock on a one-for-one basis, as may be adjusted from time to time pursuant to
the terms of the Operating Partnership's Second Amended and Restated Agreement
of Limited Partnership.
Genpar
Because of its position as the sole General Partner of FWP, Genpar
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner
of an aggregate of 1,487,622 shares of the Stock, which constitutes
approximately 9.5% of the 15,683,787 shares of the Stock deemed outstanding
pursuant to Rule 13d-3(d)(1)(i) under the Act.
Delatour
Because of his position as the President and sole shareholder of
Genpar, and because of his individual ownership of options to purchase 10,000
shares of the Stock, Delatour may, pursuant to Rule 13d-3 of the Act, be
deemed to be the beneficial owner of an aggregate of 1,497,622 shares of the
Stock, which constitutes approximately 9.5% of the 15,693,787 shares of the
Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.
Childress
Because of his position as the sole Trustee of the Delatour Children's
1993 Trusts, Childress may, pursuant to Rule 13d-3 of the Act, be deemed to be
the beneficial owner of an aggregate of 2,000 shares of the Stock, which
constitutes less that 0.1% of the outstanding shares of the Stock.
Janes
Because of his position as the sole trustee of trusts for the benefit
of his children, and because of his individual ownership of options to
purchase 10,000 shares of the Stock, Janes may, pursuant to Rule 13d-3 of the
Act, be deemed to be the beneficial owner of an aggregate of 11,000 shares of
the Stock, which constitutes less than 0.1% of the 14,801,165 shares of the
Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.
To the best of the knowledge of each of the Reporting Persons, none of
the persons named in Item 2 herein is the beneficial owner of any shares of
the Stock other than as set forth above.
(b)
FWP
Acting through Genpar, its sole General Partner, FWP has the sole
power to vote or to direct the vote and to dispose or to direct the
disposition of 1,487,622 shares of the Stock.
Genpar
In its capacity as the sole General Partner of FWP, Genpar has the
sole power to vote or to direct the vote and to dispose or to direct the
disposition of 1,487,622 shares of the Stock.
Delatour
In his capacity as the President and sole shareholder of Genpar,
Delatour has the sole power to vote or to direct the vote and to dispose or to
direct the disposition of 1,487,622 shares of the Stock (including 892,622
Units). Delatour also has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of the 10,000 shares of the Stock
issuable upon exercise of options that he owns directly.
Childress
In his capacity as the sole Trustee of the Delatour Children's 1993
Trusts, Childress has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 2,000 shares of the Stock.
Janes
In his capacity as the sole Trustee of trusts for the benefit of his
children, Janes has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 1,000 shares of the Stock. Janes also
has the sole power to vote or to direct the vote and to dispose or to direct
the disposition of the 10,000 shares of the Stock issuable upon exercise of
options that he owns directly.
(c) To the best of the knowledge of each of the Reporting Persons,
none of the persons named in response to paragraph (a) has effected any
transactions in shares of the Stock during the past 60 days.
(d) Each of the Reporting Persons affirms that no person other than
such Reporting Person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares of the
Stock owned by such Reporting Person.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
As set forth more fully in Item 4, on December 16, 1996, FWP and
Delatour, among others, entered into the Voting Agreement.
Except as set forth herein or in the Exhibits filed or to be filed
herewith, there are no contracts, arrangements, understandings or
relationships with respect to the shares of the Stock owned by the Reporting
Persons.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii) filed herewith.
Exhibit 99.2 -- Press Release filed herewith.
Exhibit 9.1-- Voting Agreement filed herewith.
Exhibit 24.1 -- Power of Attorney for Richard H. Childress, previously filed
with the Commission.
Exhibit 24.2 -- Power of Attorney for William S. Janes, previously filed with
the Commission.
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After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Dated: December 23, 1996
FWP, L.P., a Texas limited
partnership
By: FWP Genpar, Inc., a Texas
corporation, General Partner
By:/s/ Thomas R. Delatour, Jr.
Thomas R. Delatour, Jr.,
President
FWP Genpar, Inc., a Texas corporation
By: /s/ Thomas R. Delatour, Jr.
Thomas R. Delatour, Jr.,
President
/s/ Thomas R. Delatour, Jr.
Thomas R. Delatour, Jr.,
individually and as
Attorney-in-Fact for:
Richard H. Childress (1)
William S. Janes (2)
(1) A Power of Attorney authorizing Thomas R. Delatour, Jr., et al., to act
on behalf of Richard H. Childress previously has been filed with the
Securities and Exchange Commission.
(2) A Power of Attorney authorizing Thomas R. Delatour, Jr., et al., to act
on behalf of William S. Janes previously has been filed with the
Securities and Exchange Commission.
Exhibit 99.1
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agrees that the
statement to which this Exhibit 99.1 is attached is filed on behalf of each of
them in the capacities set forth below.
FWP, L.P., a Texas limited
partnership
By: FWP Genpar, Inc., a Texas
corporation, General Partner
By: Thomas R. Delatour, Jr.
Thomas R. Delatour, Jr.,
President
FWP Genpar, Inc., a Texas corporation
By: /s/ Thomas R. Delatour, Jr.
Thomas R. Delatour, Jr.,
President
/s/ Thomas R. Delatour, Jr.
Thomas R. Delatour, Jr.,
individually and as
Attorney-in-Fact for:
Richard H. Childress (1)
William S. Janes (2)
(1) A Power of Attorney authorizing Thomas R. Delatour, Jr., et al., to act
on behalf of Richard H. Childress previously has been filed with the
Securities and Exchange Commission.
(2) A Power of Attorney authorizing Thomas R. Delatour, Jr., et al., to act
on behalf of William S. Janes previously has been filed with the
Securities and Exchange Commission.
Houston, TEXAS (December 16, 1996) - Camden Property Trust (NYSE:CPT) and
Paragon Group, Inc. (NYSE:PAO) announced today that they have executed a
definitive merger agreement pursuant to which Paragon Group, Inc. would be
merged with and into a wholly-owned subsidiary of Camden. The merger, which
was approved unanimously by both Boards of Directors, will combine Paragon's
interest in 16,810 apartment units with Camden's 19,389 units, creating the
fourth largest apartment REIT with 36,199 units and total assets in excess of
$1.25 billion.
Pursuant to the terms of the agreement, each share of Paragon will be
exchanged for .64 shares of Camden. The exchange ratio is based on Camden's
closing price on December 4, 1996, of $27.75 per share and $17.75 per share
for Paragon. If Camden's stock price falls below $25.67 during a specified
time frame as set forth in the merger agreement, Paragon has the right to
terminate the agreement, subject to Camden's right to negate such termination
right by increasing the exchange ratio so that Paragon's shareholders receive
the same aggregate dollar value of Camden stock had Camden's stock price
remained at $25.67 threshold.
The merger has been structured as a tax-free transaction and will be treated
as a purchase for accounting purposes. The transaction is expected to be
completed by April 1997. The transaction is subject to the approval of
shareholders of both companies and customary regulatory and other conditions.
PaineWebber Inc. is serving as financial advisor to Camden. Merrill Lynch is
serving as financial advisor to Paragon.
In connection with the merger, Camden's Board of Trust Managers will be
expanded from five to seven members with the addition of William Cooper and
Lewis Levey. Camden's Chairman Richard Campo stated, "We are delighted to
have the opportunity to work with two individuals who each bring invaluable
depth of real estate experience to our Board."
Mr. Cooper stated, "The multifamily sector is undergoing significant
consolidation and the larger, better diversified companies should have access
to a lower cost of capital which will lead to increased shareholder value.
After carefully reviewing all strategic alternatives, Paragon's management
believes that a merger with Camden will maximize long-term shareholder value.
We consider Camden's management team to be among the best in the REIT
industry. In addition, this strategic merger will allow our shareholders to
participate in and benefit from the very powerful trends spurring
consolidation in our industry."
VOTING AGREEMENT
This VOTING AGREEMENT ("Agreement") is entered into as of December 16,
1996 by and among Camden Property Trust, a Texas real estate investment trust
("Camden"), Paragon Group, Inc., a Maryland corporation (the "Company"), and
each of the undersigned stockholders of the Company and/or limited partners in
Paragon Group L.P. (the "Operating Partnership") (such stockholders and/or
limited partners each individually referred to herein as a "Major
Securityholder" and collectively as the "Major Securityholders");
WHEREAS, pursuant to an Agreement and Plan of Merger dated as of December
16, 1996 (the "Merger Agreement") among Camden, Camden Subsidiary, Inc., a
Delaware corporation and a wholly-owned subsidiary of Camden ("Camden Sub"),
and the Company, pursuant to which the Company will be merged with and into
Camden Sub (the "Merger") and Camden Sub shall be the survivor of the Merger
(all capitalized terms used but not defined herein shall have the meanings set
forth in the Merger Agreement);
WHEREAS, pursuant to Recital (e) of the Merger Agreement, in order to
induce Camden to enter into the Merger Agreement, the Company has agreed to
use its best efforts to cause the persons who are identified on Annex A to the
Merger Agreement to execute and deliver to Camden a Voting Agreement;
WHEREAS, approximately 7.5 percent of the beneficial and record ownership
of the issued and outstanding shares of common stock, $.01 par value per
share, of the company (the "Company Shares") and approximately 19.2 percent of
the beneficial and record ownership of the outstanding units of partnership
interest in the Company's Operating Partnership ("Units") are held, in the
aggregate, by the Major Securityholders in the manner set forth on Schedule
3(c) hereto;
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1. Disposition of Company Shares and Units
Each Major Securityholder agrees, for the period from the date hereof
through the date on which the Merger is consummated or the Merger Agreement
terminates, whichever is earlier (such period hereinafter referred to as the
"Term"), that such Majority Securityholder, except as contemplated hereby, (a)
will not directly or indirectly sell, transfer, pledge, encumber, assign or
otherwise dispose of, or enter into any contract, option or other agreement or
understanding with respect to the sale, transfer, pledge, encumbrance,
assignment or other disposition of, any Company Shares or Units now owned or
hereafter acquired by such Major Securityholder, except for transfers to
independent charitable foundations or institutions and except for transfers
approved in writing by Camden, (b) grant any proxies, deposit any Company
Shares or Units into a voting trust or enter into a voting agreement with
respect to any Company Shares or Units or (c) take any action which would have
the effect of preventing or disabling the Major Securityholder from performing
its obligations under this Agreement.
SECTION 2. Voting
Each Major Securityholder agrees during the Term, to cast all votes
attributable to Company Shares now and hereafter beneficially owned by such
Major Securityholder at any annual or special meeting of stockholders of the
Company, including any adjournments or postponements thereof (a "Meeting"),
(a) in favor of adoption of the Merger Agreement and the transactions
contemplated thereby (including any amendments or modifications of the terms
of the Merger Agreement approved by the board of directors of the Company),
and (b) against approval or adoption of any action or agreement (other than
the Merger Agreement or the transactions contemplated thereby) that would
impede, interfere with, delay, postpone or attempt to discourage the Merger
and the Transactions. Each Major Securityholder also agrees during the Term
to exercise all voting, consent and approval rights attributable to Units now
and hereafter beneficially owned by such Major Securityholder (a) approve and
consent to the amendment and restatement of the Operating Partnership
Agreement as provided in Section 1.4 of the Merger Agreement, (b) if the
Required Partnership Vote is not received with respect to (a), to approve and
consent to any Operating Partnership Transaction elected by the Company
pursuant to Section 1.4 of the Merger Agreement, and (c) vote against approval
or adoption of any action or agreement (other than the Merger Agreement or the
transactions contemplated thereby) that would impede, interfere with, delay,
postpone or attempt to discourage the Merger and the Transactions.
SECTION 3. Representations and Warranties of the Major Stockholders
Each of the Majority Securityholders represents and warrants to Camden as
follows:
(a) The execution and delivery of this Agreement and the consummation of
the transactions herein contemplated will not conflict with or violate any
law, regulation, court order, judgment or decree applicable to such Major
Securityholder, or conflict with or result in any breach of or constitute a
default (or an event which with notice or lapse of time or both would become
a default) under any contract or agreement to which such Major Securityholder
is a party or by which such Major Securityholder is bound or affected, which
conflict, violation, breach or default would materially and adversely affect
such Major Securityholder's ability to perform this Agreement.
(b) Such Major Securityholder is not required to give any notice or make
any report or other filing with any governmental authority in connection with
the execution or delivery of this Agreement or the performance of such Major
Securityholder's obligations hereunder and no waiver, consent, approval or
authorization of any governmental or regulatory authority or any other person
or entity is required to be obtained by such Major Securityholder for the
performance of such Major Securityholder's obligations hereunder, other than
where the failure to make such filings, give such notices or obtain such
waivers, consents, approvals or authorizations would not materially and
adversely affect such Major Securityholder's ability to perform this
Agreement.
(c) The Company Shares set forth opposite the name of such Major
Securityholder on Schedule 3(c) hereto are the only Company Shares owned
beneficially or of record by such Major Securityholder or over which such
person exercises voting control. The Company Units set forth opposite the
name of such Major Securityholder on Schedule 3(c) hereto are the only Company
Units owned beneficially or of record by such Major Securityholder.
SECTION 4. Acknowledgment of Fiduciary Duty
Camden acknowledges that recommendation for approval by the Company's
Board of Directors of the Merger is subject to the fiduciary duties and
obligations of the Board of Directors to the Company's stockholders, which may
require the Board to withdraw such recommendation following acceptance of a
proposal with respect to a "Superior Competing Transaction" (as defined in the
Merger Agreement) in accordance with Section 7.1 of the Merger Agreement.
Nothing in this Agreement is intended to restrict or limit the Major
Securityholder's rights or obligations solely in his capacity as a director
and/or executive officer of the Company with respect to withdrawal of such
recommendation in such circumstances.
SECTION 5. Understanding of this Agreement
Each Major Securityholder has carefully read this Agreement and has
discussed its requirements, to the extent such Major Securityholder believes
necessary, with its counsel (which may be counsel to the Company). The
undersigned further understands that the parties to the Merger Agreement will
be proceeding in reliance upon this Agreement.
SECTION 6. Descriptive Headings
The descriptive headings herein are inserted for convenience only and are
not intended to be part of or to affect the meaning or interpretation of this
Agreement.
SECTION 7. Counterparts
This Agreement may be executed in counterparts, each of which when so
executed and delivered shall be an original, but all of such counterparts
shall together constitute one and the same instrument.
SECTION 8. Entire Agreement; Assignment
This Agreement (i) constitutes the entire agreement and supersedes all
prior agreements and understandings, both written and oral, among the parties
hereto with respect to the subject matter hereof and (ii) shall not be
assigned by operation of law or otherwise.
SECTION 9. GOVERNING LAW
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF
LAWS THEREOF.
SECTION 10. Specific Performance
The parties hereto agree that if any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise
breached, irreparable damage would occur, no adequate remedy at law would
exist and damages would be difficult to determine, and that the parties shall
be entitled to specific performance of the terms hereof, in addition to any
other remedy at law or equity.
SECTION 11. Parties in Interest
This Agreement shall be binding upon and inure solely to the benefit of
each party hereto, and nothing in this Agreement, express or implied, is
intended to or shall confer upon any other person or persons any rights,
benefits or remedies of any nature whatsoever under or by reason of this
Agreement.
SECTION 12. Amendment; Waivers
This Agreement shall not be amended, altered or modified except by an
instrument in writing duly executed by each of the parties hereto. No delay
or failure on the part of any party hereto in exercising any right, power or
privilege under this Agreement shall impair any such right, power or privilege
or be construed as a waiver of any default or any acquiescence thereto. No
single or partial exercise of any such right, power or privilege shall
preclude the further exercise of such right, power or privilege, or the
exercise of any other right, power or privilege. No waiver shall be valid
against any party hereto, unless made in writing and signed by the party
against whom enforcement of such waiver is sought, and then only to the extent
expressly specified therein.
SECTION 13. Conflict of Terms
In the event any provision of this Agreement is directly in conflict
with, or inconsistent with, any provision of the Merger Agreement, the
provision of the Merger Agreement shall control.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Voting Agreement, or have caused this Voting Agreement to be duly
executed and delivered in their names and on their behalf as of the date first
written above.
CAMDEN:
CAMDEN PROPERTY TRUST
By:/s/ Camden Property Trust
Name:
Title:
THE COMPANY:
PARAGON GROUP, INC.
By:/s/ William R. Cooper
Name:
Title
MAJOR SECURITYHOLDERS:
/s/ William R. Cooper
William R. Cooper
PGI ASSOCIATES, L.P.
By: Texas PGI, Inc., a Texas corporation
General Partner
By:/s/ William R. Cooper
Name:
Title:
/s/ Thomas R. Delatour, Jr.
Thomas R. Delatour, Jr.
FWP, L.P.
By: FW Genpar, Inc., a Texas corporation
General Partner
By:/s/ Thomas R. Delatour, Jr.
Name:
Title:
/s/ Lewis A. Levey
Lewis A. Levey
/s/ Don M. Shine
Don M. Shine
/s/ Brian F. Lavin
Brian F. Lavin
/s/ Robert H. Gidel
Robert H. Gidel
<PAGE>
<PAGE>
Schedule 3(c)
MAJOR SECURITYHOLDER SHARES %SHARES UNITS %UNITS
William R. Cooper 342,921 2.32% 2,654,544* 14.37%
PGI Associates, L.P. 0 0 2,207,838 11.96%
Thomas R. Delatour, Jr. 597,000** 4.04% 892,622*** 4.83%
FWP, L.P. 595,000 4.02% 892,622 4.83%
Lewis A. Levey 96,658 0.65% 389,177**** 2.11%
Don M. Shine 40,847 0.28% 0 0%
Brian F. Lavin 20,080 0.14% 0 0%
Robert H. Gidel 5,000 0.03% 0 0%
* Includes the 2,207,838 Units owned by PGI Associates L.P. and 376,471
Units owned by Gateway Mall Associates I, L.P.
** Includes the 595,000 shares owned by FWP, L.P.
*** Includes the 892,622 Units owned by FWP, L.P.
**** Includes 376,471 Units owned by Gateway Mall Associates I, L.P.
