-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O511yeZgvknPFjIPSY79yWtLKhI4Q0Ty9tt+yRUOWn1IVzulnHogDg5iIRvRvCVq 0/An5eHhGaDs77aUAcZ/AQ== 0000906345-00-000004.txt : 20000411 0000906345-00-000004.hdr.sgml : 20000411 ACCESSION NUMBER: 0000906345-00-000004 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 17 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAMDEN PROPERTY TRUST CENTRAL INDEX KEY: 0000906345 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 766088377 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 001-12110 FILM NUMBER: 583102 BUSINESS ADDRESS: STREET 1: THREE GREENWAY PLAZA STREET 2: SUITE 1300 CITY: HOUSTON STATE: TX ZIP: 77046 BUSINESS PHONE: 7139643555 MAIL ADDRESS: STREET 1: 3200 SOUTHWEST FREEWAY STREET 2: SUITE 1500 CITY: HOUSTON STATE: TX ZIP: 77027 10-K 1 CAMDEN PROPERTY TRUST - 12/31/99 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (MARK ONE) X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _________ Commission file number: 1-12110 CAMDEN PROPERTY TRUST (Exact Name of Registrant as Specified in Its Charter) TEXAS 76-6088377 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 3 GREENWAY PLAZA, SUITE 1300 HOUSTON, TEXAS 77046 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (713) 354-2500 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Shares of Beneficial Interest, $.01 par value New York Stock Exchange 7.33% Convertible Subordinated Debentures due 2001 New York Stock Exchange $2.25 Series A Cumulative Convertible Preferred Shares, $.01 par value New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: NONE Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. The aggregate market value of voting shares of beneficial interest held by non-affiliates of the registrant was $975,000,458 at March 1, 2000. The number of common shares of beneficial interest outstanding at March 1, 2000 was 38,565,696. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's Annual Report to Shareholders for the year ended December 31, 1999 are incorporated by reference in Parts I, II and IV. Portions of the registrant's Proxy Statement in connection with its Annual Meeting of Shareholders to be held May 4, 2000 are incorporated by reference in Part III. 2 PART I ITEM 1. BUSINESS INTRODUCTION Camden Property Trust is a real estate investment trust that owns, develops, constructs, and manages multifamily apartment communities in the Southwest, Southeast, Midwest and Western regions of the United States. As of December 31, 1999, we owned interests in and operated 153 multifamily properties containing 53,311 apartment homes located in nine states. These properties had a weighted average occupancy rate of 93% for the year ended December 31, 1999. This represents the average occupancy for all our properties in 1999 weighted by the number of apartment homes in each property. Additionally, six of our multifamily properties containing 2,474 apartment homes were under development at December 31, 1999. We also have several sites which we intend to develop into multifamily apartment communities. Acquisition of Oasis Residential, Inc. On April 8, 1998, we acquired, through a tax-free merger, Oasis Residential, Inc., a publicly traded Las Vegas-based multifamily REIT. Through this acquisition, we acquired 52 completed multifamily properties and 15,514 apartment homes at the date of acquisition. Each share of Oasis common stock outstanding on April 8, 1998 was exchanged for 0.759 of a Camden common share. Each share of Oasis Series A cumulative convertible preferred stock outstanding on April 8, 1998 was exchanged for one Camden Series A cumulative convertible preferred share with terms and conditions comparable to the Oasis preferred stock. We issued 12.4 million common shares and 4.2 million preferred shares in exchange for the outstanding Oasis common and preferred stock, respectively. We assumed approximately $484 million of Oasis debt, at fair value, in the merger. In connection with the merger with Oasis, on June 30, 1998, we completed a transaction in which Camden USA, Inc., one of our wholly owned subsidiaries, and TMT-Nevada, L.L.C., a Delaware limited liability company, formed Sierra-Nevada Multifamily Investments, LLC. We entered into this transaction to reduce our market risk in the Las Vegas area. TMT-Nevada holds an 80% interest in Sierra-Nevada and Camden USA holds the remaining 20% interest. In the above transaction, we transferred to Sierra-Nevada 19 apartment communities containing 5,119 apartment homes for an aggregate of $248 million. Prior to the merger, Oasis owned 100% of each of these communities. In the merger, Camden USA acquired these communities. As a result, after the merger and prior to the Sierra-Nevada transaction, Camden USA owned 100% of each of these 19 properties which are located in Las Vegas, Nevada. This transaction was funded with capital invested by the members of Sierra-Nevada, the assumption of $9.9 million of existing nonrecourse indebtedness, the issuance of 17 nonrecourse cross collateralized and cross defaulted loans totaling $180 million and the issuance of two nonrecourse second lien mortgages totaling $7 million. Acquisition of Paragon Group, Inc. On April 15, 1997, we acquired through a tax-free merger, Paragon Group, Inc., a Dallas-based multifamily REIT. Through this acquisition, we acquired 50 multifamily properties and 15,975 apartment homes. Each share of Paragon common stock outstanding on April 15, 1997 was exchanged for 0.64 of a Camden common share. In this transaction, we issued 9.5 million common shares, 2.4 million limited partnership units in Camden Operating, L.P. and assumed approximately $296 million of Paragon debt at fair value. At December 31, 1999, we had 1,705 employees. Our headquarters are located at 3 Greenway Plaza, Suite 1300, Houston, Texas 77046 and our telephone number is (713) 354-2500. OPERATING STRATEGY We believe that producing consistent earnings growth and selectively investing in favorable markets are crucial factors to our success. We rely heavily on our sophisticated property management capabilities and innovative operating strategies in our efforts to produce consistent earnings growth. 3 Sophisticated Property Management. We believe the depth of our organization enables us to deliver quality services, thereby promoting resident satisfaction and improving resident retention, which should reduce operating expenses. We manage our properties utilizing a staff of professionals and support personnel, including certified property managers, experienced apartment managers and leasing agents, and trained apartment maintenance technicians. Our on-site personnel are trained to deliver high quality services to their residents. We attempt to motivate our on-site employees through incentive compensation arrangements based upon the net operating income produced at their property, as well as rental rate increases and the level of lease renewals achieved. Innovative Operating Strategies. We believe an intense focus on operations is necessary to realize consistent, sustained earnings growth. Ensuring resident satisfaction, increasing rents as market conditions allow, maximizing rent collections, maintaining property occupancy at optimal levels and controlling operating costs comprise our principal strategies to maximize property net operating income. Lease terms are generally staggered based on vacancy exposure by apartment type so that lease expirations are better matched to each property's seasonal rental patterns. We offer leases ranging from six to thirteen months, with individual property marketing plans structured to respond to local market conditions. In addition, we conduct ongoing customer service surveys to ensure we respond timely to residents changing needs and to ensure that residents retain a high level of satisfaction. New Development and Acquisitions. We continue to operate in markets where we have a concentration advantage due to economies of scale. We feel that where possible, it is best to operate with a strong base of properties in order to benefit from the personnel allocation and the market strength associated with managing several properties in the same market. We believe we are well positioned in our current markets and have the expertise to take advantage of both development and acquisition opportunities which have healthy long-term fundamentals and strong growth projections. This dual capability, combined with what we believe is a conservative financial structure, allows us to concentrate our growth efforts towards selective development alternatives and acquisition opportunities. Selective development of new apartment properties will continue to be important to the growth of our portfolio for the next several years. We use experienced on-site construction superintendents, operating under the supervision of project managers and senior management, to control the construction process. All development decisions are made from our corporate office. Risks inherent to developing real estate include zoning changes and environmental matters. There is also the risk that certain assumptions concerning economic conditions may change during the development process. We believe that we understand and effectively manage the risks associated with development and that the risks of new development are justified by higher potential yields. At December 31, 1999, we had a $30.4 million investment in 38 acres in downtown Dallas which are being used for development of The Park at Farmers Market, Phase I, and the proposed future development of Phase II. We are also in the planning phase related to the possible development of 55 for-sale townhomes in this area. The remaining land may be sold to third parties for commercial and retail development. Additionally, we had $44.3 million in land under development in two properties located in Houston and Long Beach. These properties are currently in the planning stage to determine the number of apartment homes that will be developed based on demand in these areas over the next three to five years. We also may sell certain parcels of these two properties to third parties for commercial and retail development. We plan to continue diversification of our investments, both geographically and in the number of apartment homes and selection of amenities offered. Our operating properties have an average age of 10 years (calculated on the basis of investment dollars). We believe that the physical improvements we have made at our acquired properties, such as new or enhanced landscaping design, new or upgraded amenities and redesigned building structures, coupled with a strong focus on property management and marketing, has resulted in attractive yields on acquired properties. Dispositions. To generate consistent earnings growth, we seek to selectively dispose of properties and redeploy capital if we determine a property cannot meet long-term earnings growth expectations. We are currently seeking to selectively dispose of up to $150 million of real estate assets that management believes have a lower projected net operating income growth rate than 4 the overall portfolio, or no longer conform to our operating and investment strategies. We currently anticipate using the potential proceeds from these sales to retire debt and repurchase shares. However, we cannot assure you that we will complete these sales or that the final outcomes of these sales, if completed, will be on terms favorable to us. At year end, we were obligated under an earnest money contract to sell two parcels of land totaling approximately $15 million. We expect to complete this transaction late in the first quarter to early in the second quarter of 2000. Environmental Matters. Under various federal, state and local laws, ordinances and regulations, we are liable for the costs of removal or remediation of certain hazardous or toxic substances on or in our properties. These laws often impose liability without regard to whether we knew of, or were responsible for, the presence of the hazardous or toxic substances. All of our properties have been subjected to Phase I site assessments or similar environmental audits to determine if there is a likelihood of contamination from either on- or off-site sources. These audits have been carried out in accordance with accepted industry practices. We have also conducted limited subsurface investigations and tested for radon and lead-based paint where such procedures have been recommended by our consultants. We cannot assure you that existing environmental studies reveal all environmental liabilities or that any prior owner did not create any material environmental condition not known to us. The costs of investigation, remediation or removal of hazardous substances may be substantial. If hazardous or toxic substances are present on a property, or if we fail to properly remediate such substances, our ability to sell or rent such property or to borrow using such property as collateral may be adversely affected. Insurance. We carry comprehensive liability, fire, flood, extended coverage and rental loss insurance on our properties, which we believe is of the type and amount customarily obtained on real property assets. We intend to obtain similar coverage for properties we acquire in the future. However, there are certain types of losses, generally of a catastrophic nature, such as losses from floods or earthquakes, that may be subject to limitations in certain areas. Our board exercises its discretion in determining amounts, coverage limits and deductibility provisions of insurance, with a view to maintaining appropriate insurance on our investments at a reasonable cost and on suitable terms. If we suffer a substantial loss, our insurance coverage may not be sufficient to pay the full current market value or current replacement cost of our lost investment. Inflation, changes in building codes and ordinances, environmental considerations and other factors also might make it infeasible to use insurance proceeds to replace a property after it has been damaged or destroyed. MARKETS AND COMPETITION Our portfolio consists of middle to upper market apartment properties. We target acquisitions and developments in selected high-growth markets. Since our initial public offering in 1993, we have diversified into other markets in the Southwest region and into the Southeast, Midwest and Western regions of the United States. By combining acquisition, renovation and development capabilities, we believe we are able to better respond to changing conditions in each market, thereby reducing market risk and allowing us to take advantage of opportunities as they arise. There are numerous housing alternatives that compete with our properties in attracting residents. Our properties compete directly with other multifamily properties and single family homes that are available for rent in the markets in which our properties are located. Our properties also compete for residents with the new and existing owned-home market. The demand for rental housing is driven by economic and demographic trends. Recent trends in the economics of renting versus home ownership indicate an increasing demand for rental housing in certain markets, due to a number of factors, including the increase in mortgage interest rates. Rental demand should be strong in areas anticipated to experience in-migration, due to the younger ages that characterize movers as well as the relatively high cost of home ownership in higher growth areas. DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS We have made statements in this report that are "forward-looking" in that they do not discuss historical fact, but instead note future expectations, projections, intentions or other items relating to the future. These forward-looking statements include those made in the documents incorporated by reference in this report. 5 Forward-looking statements are subject to known and unknown risks, uncertainties and other facts that may cause our actual results or performance to differ materially from those contemplated by the forward- looking statements. Many of those factors are noted in conjunction with the forward-looking statements in the text. Other important factors that could cause actual results to differ include: 1. The results of our efforts to implement our property development strategy. 2. The effect of economic conditions. 3. Failure to qualify as a real estate investment trust. 4. The costs of our capital. 5. Actions of our competitors and our ability to respond to those actions. 6. Changes in government regulations, tax rates and similar matters. 7. Environmental uncertainties and natural disasters. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this report. ITEM 2. PROPERTIES THE PROPERTIES Our properties typically consist of two- and three-story buildings in a landscaped setting and provide residents with a variety of amenities. Most of the properties have, or are expected to have, one or more swimming pools and a clubhouse and many have whirlpool spas, tennis courts and controlled-access gates. Many of the apartment homes offer additional features such as fireplaces, vaulted ceilings, microwave ovens, covered parking, icemakers, washers and dryers and ceiling fans. The 153 properties, which we owned interests in and operated at December 31, 1999, average 840 square feet of living area. OPERATING PROPERTIES For the year ended December 31, 1999, no single operating property accounted for greater than 2.8% of our total revenues. The operating properties had a weighted average occupancy rate of 93% in 1999 and 1998. Resident lease terms generally range from six to thirteen months and usually require security deposits. One hundred thirty-two of our operating properties have over 200 apartment homes, with the largest having 894 apartment homes. Our operating properties were constructed and placed in service as follows: Year Placed in Service Number of Properties ------------------------------ ------------------------------ 1994 - 1999 46 1988 - 1993 27 1983 - 1987 52 1978 - 1982 18 1973 - 1977 6 1967 - 1972 4 Property Table The following table sets forth information with respect to our operating properties at December 31, 1999. 6
OPERATING PROPERTIES - ------------------------------------------------------------------------------------------------------------------------------------ December 1999 Avg. Mo. Rental Rates ------------------------ Number of Year Placed Average Apartment 1999 Average Per PROPERTY AND LOCATION Apartments in Service Size (Sq. Ft.) Occupancy (1) Apartment Per Sq. Ft. - ------------------------------------------------------------------------------------------------------------------------------------ ARIZONA PHOENIX Arrowhead Springs, The Park at 288 1997 925 94 % $ 715 $ 0.77 Fountain Palms, The Park at 192 1986/1996 1,050 97 735 0.70 Scottsdale Legacy 428 1996 1,067 87 890 0.83 Towne Center, The Park at (2) 240 1998 871 94 723 0.83 Vista Valley, The Park at 357 1986 923 92 708 0.77 TUCSON Eastridge 456 1984 559 90 455 0.81 Oracle Villa 365 1974 1,026 93 696 0.68 CALIFORNIA ORANGE COUNTY Martinique 713 1986 795 95 1,106 1.39 Parkside (3) 421 1972 835 96 930 1.11 Sea Palms 138 1990 891 96 1,097 1.23 COLORADO DENVER Centennial, The Park at 276 1985 744 96 749 1.01 Deerwood, The Park at 342 1996 1,141 96 1,159 1.02 Denver West, The Park at (5) 321 1997 1,012 98 1,072 1.06 Interlocken, The Park at (2) 340 1999 1,022 92 1,122 1.10 Lakeway, The Park at 451 1997 919 95 984 1.07 Park Place 224 1985 748 95 736 0.98 Wexford, The Park at 358 1986 810 95 785 0.97 FLORIDA ORLANDO Landtree Crossing 220 1983 748 94 615 0.82 Renaissance Pointe I 272 1996 940 93 793 0.84 Renaissance Pointe II (2) 306 1998 863 96 769 0.89 Riverwalk I & II 552 1984/1986 747 93 572 0.77 Sabal Club 436 1986 1,077 93 852 0.79 Vineyard, The 526 1990/1991 824 96 690 0.84 TAMPA/ST. PETERSBURG Chase Crossing 444 1986 1,223 90 798 0.65 Chasewood 247 1985 704 94 579 0.82 Dolphin/Lookout Pointe 832 1987/1989 748 95 647 0.87 Heron Pointe 276 1996 942 93 858 0.91 Island Club I & II 484 1983/1985 722 95 559 0.77 Live Oaks 770 1990 1,093 91 740 0.68 Mallard Pointe I & II 688 1982/1983 728 94 599 0.82 Marina Pointe Village 408 1997 927 91 831 0.90 Parsons Run 228 1986 728 96 602 0.83 Schooner Bay 278 1986 728 95 667 0.92 Summerset Bend 368 1984 771 92 615 0.80 KENTUCKY LOUISVILLE Copper Creek 224 1987 732 92 647 0.88 Deerfield 400 1987/1990 746 92 643 0.86 Glenridge 138 1990 916 92 760 0.83 Sundance 254 1975 682 89 537 0.79 MISSOURI KANSAS CITY Camden Passage I & II 596 1989/1997 832 96 720 0.87 ST. LOUIS Cedar Ridge 420 1986 852 90 582 0.68 Cove at Westgate, The 276 1990 828 93 904 1.09 Knollwood I & II 608 1981/1985 722 91 533 0.74 Spanish Trace 372 1972 1,158 94 732 0.63 Tempo 304 1975 676 94 523 0.77 Westchase 160 1986 945 95 868 0.92 Westgate I & II 591 1973/1980 947 91 781 0.82 NEVADA LAS VEGAS Oasis Bay (4) 128 1990 862 96 736 0.85 Oasis Bel Air I & II 528 1988/1995 943 95 751 0.80 Oasis Breeze 320 1989 846 96 694 0.82
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OPERATING PROPERTIES (CONTINUED) - ----------------------------------------------------------------------------------------------------------------------------------- December 1999 Avg. Mo. Rental Rates ------------------------ Number of Year Placed Average Apartment 1999 Average Per PROPERTY AND LOCATION Apartments in Service Size (Sq. Ft.) Occupancy (1) Apartment Per Sq. Ft. - ------------------------------------------------------------------------------------------------------------------------------------ Oasis Canyon 200 1995 987 94 % $ 780 $ 0.79 Oasis Cliffs 376 1988 936 97 746 0.80 Oasis Club 320 1989 896 97 707 0.79 Oasis Cove 124 1990 898 97 707 0.79 Oasis Crossings (4) 72 1996 983 94 731 0.74 Oasis Del Mar 560 1995 986 94 831 0.84 Oasis Emerald (4) 132 1988 873 94 643 0.74 Oasis Gateway (4) 360 1997 1,146 91 843 0.74 Oasis Glen 113 1994 792 97 727 0.92 Oasis Greens 432 1990 892 98 719 0.81 Oasis Harbor 336 1996 1,008 96 791 0.78 Oasis Heights 240 1989 849 96 670 0.79 Oasis Heritage (4) 720 1986 950 89 622 0.65 Oasis Hills 184 1991 579 96 524 0.90 Oasis Island (4) 118 1990 901 92 637 0.71 Oasis Landing (4) 144 1990 938 95 702 0.75 Oasis Meadows (4) 383 1996 1,031 95 749 0.73 Oasis Palms (4) 208 1989 880 97 679 0.77 Oasis Paradise 624 1991 905 93 758 0.84 Oasis Pearl (4) 90 1989 930 95 695 0.75 Oasis Pines 315 1997 1,005 93 788 0.78 Oasis Place (4) 240 1992 440 96 479 1.09 Oasis Plaza (4) 300 1976 820 95 606 0.74 Oasis Pointe 252 1996 985 97 761 0.77 Oasis Ridge (4) 477 1984 391 94 438 1.12 Oasis Rose (4) 212 1994 1,025 93 723 0.71 Oasis Sands 48 1994 1,125 95 745 0.66 Oasis Sierra (7) 208 1998 922 91 789 0.86 Oasis Springs (4) 304 1988 838 94 635 0.76 Oasis Suites (4) 409 1988 404 91 460 1.14 Oasis Summit 234 1995 1,187 94 1,063 0.90 Oasis Tiara 400 1996 1,043 96 831 0.80 Oasis Topaz 270 1978 827 92 622 0.75 Oasis View (4) 180 1983 940 94 665 0.71 Oasis Vinings (4) 234 1994 1,152 93 754 0.65 Oasis Vintage 368 1994 978 95 738 0.75 Oasis Winds 350 1978 807 94 610 0.76 RENO Oasis Bluffs 450 1997 1,111 93 1,012 0.91 NORTH CAROLINA CHARLOTTE Copper Creek 208 1989 703 94 633 0.90 Eastchase 220 1986 698 95 603 0.86 Habersham Pointe 240 1986 773 91 668 0.86 Overlook, The (6) 220 1985 754 94 696 0.92 Park Commons 232 1997 859 93 753 0.88 Pinehurst 407 1967 1,147 92 791 0.69 Timber Creek 352 1984 706 94 651 0.92 GREENSBORO Brassfield Park (6) 336 1997 889 93 727 0.82 Glen, The 304 1980 662 91 573 0.87 River Oaks 216 1985 795 92 641 0.81 TEXAS AUSTIN Autumn Woods 283 1984 644 98 589 0.91 Calibre Crossing 183 1986 705 97 626 0.89 Huntingdon, The 398 1995 903 97 810 0.90 Quail Ridge 167 1984 859 98 707 0.82 Ridgecrest 284 1995 851 96 770 0.91 South Oaks 430 1980 705 97 606 0.85 CORPUS CHRISTI Breakers, The 288 1996 861 83 764 0.89
8
OPERATING PROPERTIES (CONTINUED) - ----------------------------------------------------------------------------------------------------------------------------------- December 1999 Avg. Mo. Rental Rates ------------------------ Number of Year Placed Average Apartment 1999 Average Per PROPERTY AND LOCATION Apartments in Service Size (Sq. Ft.) Occupancy (1) Apartment Per Sq. Ft. - ------------------------------------------------------------------------------------------------------------------------------------ Miramar I, II & III (8) 300 1994/1995/1998 708 86% $ 863 $ 1.22 Potters Mill 344 1986 775 86 598 0.77 Waterford, The 580 1976/1980 767 91 528 0.69 DALLAS/FORT WORTH Addison, The Park at 456 1996 942 93 880 0.93 Buckingham, The Park at 464 1997 919 95 833 0.91 Centreport, The Park at 268 1997 910 90 829 0.91 Chesapeake 128 1982 912 95 737 0.81 Cottonwood Ridge 208 1985 829 96 599 0.72 Emerald Valley 516 1986 743 92 681 0.92 Emerald Village 304 1987 713 90 627 0.88 Glen Arbor 320 1980 666 97 524 0.79 Glen Lakes 424 1979 877 92 758 0.86 Highland Trace 160 1985 816 91 662 0.81 Highpoint (6) 708 1985 835 94 662 0.79 Ivory Canyon 602 1986 548 95 566 1.03 Los Rios 286 1992 772 94 800 1.04 Nob Hill 486 1986 642 92 526 0.82 North Dallas Crossing I & II 446 1985 730 94 631 0.86 Oakland Hills 476 1985 853 96 628 0.74 Pineapple Place 256 1983 652 94 599 0.92 Randol Mill Terrace 340 1984 848 96 604 0.71 Shadow Lake 264 1984 733 92 586 0.80 Stone Creek 240 1995 831 93 792 0.95 Stone Gate 276 1996 871 93 819 0.94 Towne Centre Village 188 1983 735 96 596 0.81 Towne Crossing, The Place at 442 1984 772 96 595 0.77 Valley Creek Village 380 1984 855 96 669 0.78 Valley Ridge 408 1987 773 95 632 0.82 Westview 335 1983 697 93 614 0.88 EL PASO La Plaza 129 1969 997 95 600 0.60 HOUSTON Brighton Place 282 1978 749 92 572 0.76 Cambridge Place 336 1979 771 92 594 0.77 Crossing, The 366 1982 762 93 580 0.76 Driscoll Place 488 1983 708 95 487 0.69 Eagle Creek 456 1984 639 94 592 0.93 Goose Creek, The Park at (9) 272 1999 844 96 680 0.81 Greenway, The Park at (9) 756 1999 861 82 972 1.13 Holly Springs, The Park at (9) 548 1999 934 66 882 0.94 Jones Crossing 290 1982 748 95 591 0.79 Midtown, The Park at (2) 337 1999 843 97 1,003 1.19 Roseland 671 1982 726 92 564 0.78 Southpoint 244 1981 730 94 595 0.81 Stonebridge 204 1993 845 92 803 0.95 Sugar Grove, The Park at 380 1997 917 87 816 0.89 Vanderbilt I & II, The Park at 894 1996/1997 863 92 1,009 1.17 Wallingford 462 1980 787 92 606 0.77 Wilshire Place 536 1982 761 92 578 0.76 Woodland Park 288 1995 866 91 803 0.93 Wyndham Park 448 1978/1981 797 96 528 0.66 --------- --------------- ------------ --------- ----------- Total 53,311 840 93% $ 713 $ 0.85 ========= =============== ============ ========= ===========
9 (1) Represents average physical occupancy for the year, except as noted below. (2) Development property - average occupancy calculated from date at which occupancy exceeded 90% through year-end. (3) Property under renovation during 1999, which affected occupancy levels during this period. Occupancy percentage listed is as of March 1, 2000, and is excluded from the December 31, 1999 average physical occupancy calculation. (4) Properties owned through Sierra-Nevada Multifamily Investments, LLC joint venture in which we own a 20% interest. (5) Property owned through a joint venture in which we own a 50% interest. The remaining interest is owned by an unaffiliated private investor. (6) Properties owned through a joint venture in which we own a 44% interest. The remaining interest is owned by unaffiliated private investors. (7) Property owned through Sierra-Nevada Multifamily Investments LLC. Property was acquired during 1999 - average occupancy calculated from acquisition date through year end. (8) Miramar is a student housing project for Texas A&M at Corpus Christi. Average occupancy includes summer which is normally subject to high vacancies. (9) Properties under lease-up at December 31, 1999. Occupancy percentage listed is as of March 1, 2000, and is excluded from the December 31, 1999 average physical occupancy calculation. 10 OPERATING PROPERTIES UNDER LEASE-UP The operating properties under lease-up table is incorporated herein by reference from page 19 of the Company's Annual Report to Shareholders for the year ended December 31, 1999, which page is filed as Exhibit 13.1 hereto. DEVELOPMENT PROPERTIES The total budgeted cost of the development properties is approximately $191.5 million, with a remaining cost to complete, as of December 31, 1999, of approximately $47.9 million. There can be no assurance that our budget, leasing or occupancy estimates will be attained for the development properties or that their performance will be comparable to that of our existing portfolio. Development Properties Table The development properties table is incorporated herein by reference from page 19 of our Annual Report to Shareholders for the year ended December 31, 1999, which is filed as Exhibit 13.1. Management believes that we possess the development capabilities and experience to provide a continuing source of portfolio growth. In making development decisions, management considers a number of factors, including the size of the property, the season in which leasing activity will occur and the extent to which delivery of the completed apartment homes will coincide with leasing and occupancy of such apartment homes (which is dependent upon local market conditions). In order to pursue a development opportunity, we currently require a minimum initial stabilized target return of 9.5%-10.5%. This minimum target return is based on projected market rents and projected stabilized expenses, considering the market and the nature of the prospective development. ITEM 3. LEGAL PROCEEDINGS Prior to our merger with Oasis, Oasis had been contacted by certain regulatory agencies with regards to alleged failures to comply with the Fair Housing Amendments Act as it pertained to nine properties (seven of which we currently own) constructed for first occupancy after March 31, 1991. On February 1, 1999, the Justice Department filed a lawsuit against us and several other defendants in the United States District Court for the District of Nevada alleging (1) that the design and construction of these properties violates the Fair Housing Act and (2) that we, through the merger with Oasis, had discriminated in the rental of dwellings to persons because of handicap. The complaint requests an order that (i) declares that the defendants' policies and practices violate the Fair Housing Act; (ii) enjoins us from (a) failing or refusing, to the extent possible, to bring the dwelling units and public use and common use areas at these properties and other covered units that Oasis had designed and/or constructed into compliance with the Fair Housing Act, (b) failing or refusing to take such affirmative steps as may be necessary to restore, as nearly as possible, the alleged victims of the defendants alleged unlawful practices to positions they would have been in but for the discriminatory conduct and (c) designing or constructing any covered multi-family dwellings in the future that do not contain the accessibility and adaptability features set forth in the Fair Housing Act; and requires us to pay damages, including punitive damages, and a civil penalty. With any acquisition, we plan for and undertake renovations needed to correct deferred maintenance, life/safety and Fair Housing matters. We are currently in the process of determining the extent of the alleged noncompliance on the properties discussed above and the remaining changes that may be necessitated. At this time, we are not able to provide an estimate of costs and expenses associated with the resolution of this matter, however, management does not expect the amount to be material. There can be no assurance that we will be successful in the defense of the Justice Department action. We are subject to various legal proceedings and claims that arise in the ordinary course of business. These matters are generally covered by insurance. While the resolution of these matters cannot be predicted with certainty, management believes that the final outcome of such matters will not have a material adverse effect on our consolidated financial statements. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matter was submitted during the fourth quarter of the fiscal year covered by this report to a vote of security holders, through the solicitation of proxies or otherwise. 11 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Information with respect to this Item 5 is incorporated herein by reference from page 48 of our Annual Report to Shareholders for the year ended December 31, 1999, which is filed as Exhibit 13.1. The number of holders of record of our common shares, $0.01 par value, as of March 1, 2000, was 1,186. ITEM 6. SELECTED FINANCIAL DATA Information with respect to this Item 6 is incorporated herein by reference from pages 49 and 50 of our Annual Report to Shareholders for the year ended December 31, 1999, which is filed as Exhibit 13.1. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Information with respect to this Item 7 is incorporated herein by reference from pages 17 through 27 of our Annual Report to Shareholders for the year ended December 31, 1999, which is filed as Exhibit 13.1. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Information with respect to this Item 7A is incorporated herein by reference from pages 23 and 24 of our Annual Report to Shareholders for the year ended December 31, 1999, which is filed as Exhibit 13.1. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Our financial statements and supplementary financial information for the years ended December 31, 1999, 1998 and 1997 are listed in the accompanying Index to Consolidated Financial Statements and Supplementary Data at F-1 and are incorporated herein by reference from pages 28 through 48 of our Annual Report to Shareholders for the year ended December 31, 1999, which is filed as Exhibit 13.1. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 12 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Information with respect to this Item 10 is incorporated by reference from our Proxy Statement, which we intend to file on or before March 30, 2000 in connection with the Annual Meeting of Shareholders to be held May 4, 2000. ITEM 11. EXECUTIVE COMPENSATION Information with respect to this Item 11 is incorporated by reference from our Proxy Statement, which we intend to file on or before March 30, 2000 in connection with the Annual Meeting of Shareholders to be held May 4, 2000. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Information with respect to this Item 12 is incorporated by reference from our Proxy Statement, which we intend to file on or before March 30, 2000 in connection with the Annual Meeting of Shareholders to be held May 4, 2000. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Information with respect to this Item 13 is incorporated by reference from our Proxy Statement, which we intend to file on or before March 30, 2000 in connection with the Annual Meeting of Shareholders to be held May 4, 2000. 13 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) (1) Financial Statements: Our financial statements and supplementary financial information for the years ended December 31, 1999, 1998 and 1997 are listed in the accompanying Index to Consolidated Financial Statements and Supplementary Data at F-1 and are incorporated herein by reference from pages 28 through 48 of our Annual Report to the Shareholders for the year ended December 31, 1999, which pages are filed as Exhibit 13.1 hereto. (2) Financial Statement Schedule: The financial statement schedule listed in the accompanying Index to Consolidated Financial Statements and Supplementary Data at page F-1 is filed as part of this Report. (3) Index to Exhibits: NUMBER TITLE 2.1 Agreement and Plan of Merger, dated as of December 16, 1996, among Camden Property Trust, Camden Subsidiary, Inc. and Paragon Group, Inc. Incorporated by reference from Exhibit 99.2 to Camden Property Trust's Form 8-K filed December 18, 1996 (File No. 1-12110). 2.2 Agreement and Plan of Merger, dated December 16, 1997, among Camden Property Trust, Camden Subsidiary II, Inc. and Oasis Residential, Inc. Incorporated by reference from Exhibit 2.1 to Camden Property Trust's Form 8-K filed December 17, 1997 (File No. 1-12110). 2.3 Amendment No. 1, dated February 4, 1998, to the Agreement and Plan of Merger, dated December 16, 1997, among Camden Property Trust, Camden Subsidiary II, Inc. and Oasis Residential, Inc. Incorporated by reference from Exhibit 2.1 to Camden Property Trust's Form 8-K filed February 5, 1998 (File No. 1-12110). 2.4 Contribution Agreement, dated June 26, 1998, by and between Camden Subsidiary, Inc. and Sierra-Nevada Multifamily Investments, LLC. Incorporated by reference from Exhibit 2.1 to Camden Property Trust's Form 8-K filed July 15, 1998 (File No. 1-12110). 2.5 Agreement of Purchase and Sale, dated June 26, 1998, by and between Camden Subsidiary, Inc. and Sierra-Nevada Multifamily Investments, LLC. Incorporated by reference from Exhibit 2.2 to Camden Property Trust's Form 8-K filed July 15, 1998 (File No. 1-12110). 2.6 Agreement of Purchase and Sale, dated June 26, 1998, by and between NQRS, Inc. and Sierra-Nevada Multifamily Investments, LLC. Incorporated by reference from Exhibit 2.3 to Camden Property Trust's Form 8-K filed July 15, 1998 (Filed No. 1-12110). 3.1 Amended and Restated Declaration of Trust of Camden Property Trust, as amended. Incorporated by reference from Exhibit 3.1 to Camden Property Trust's Form 10-K for the year ended December 31, 1993 (File No. 1-12110). 3.2 Amendment to the Amended and Restated Declaration of Trust. Incorporated by reference from Exhibit 3.1 to Camden Property Trust's Form 10-Q filed August 14, 1997 (File No. 1-12110). 3.3 Second Amended and Restated Bylaws. Incorporated by reference from Exhibit 3.3 to Camden Property Trust's Form 10-K for the year ended December 31, 1997 (File No. 1-12110). 4.1 Specimen certificate for Common Shares of Beneficial Interest. Incorporated by reference from Exhibit 4.1 to Camden Property Trust's Registration Statement on Form S-11 filed September 15, 1993 (File No. 33-68736). 14 4.2 Indenture dated as of April 1, 1994 by and between Camden Property Trust and The First National Bank of Boston, as Trustee. Incorporated by reference from Exhibit 4.3 to Camden Property Trust's Statement on Form S-11 filed April 12, 1994 (File No. 33-76244). 4.3 Form of Convertible Subordinated Debenture Due 2001. Incorporated by reference from Exhibit 4.3 to Camden Property Trust's Statement on Form S-11 filed April 12, 1994 (File No. 33-76244). 4.4 Indenture dated as of February 15, 1996 between Camden Property Trust and the U.S. Trust Company of Texas, N.A., as Trustee. Incorporated by reference from Exhibit 4.1 to Camden Property Trust's Form 8-K filed February 15, 1996 (File No. 1-12110). 4.5 First Supplemental Indenture dated as of February 15, 1996 between Camden Property Trust and U.S. Trust Company of Texas N.A., as trustee. Incorporated by reference from Exhibit 4.2 to Camden Property Trust's Form 8-K filed February 15, 1996 (File No. 1-12110). 4.6 Form of Camden Property Trust 6 5/8% Note due 2001. Incorporated by reference from Exhibit 4.3 to Camden Property Trust's Form 8-K filed February 15, 1996 (File No. 1-12110). 4.7 Form of Camden Property Trust 7% Note due 2006. Incorporated by reference from Exhibit 4.3 to Camden Property Trust's Form 8-K filed December 2, 1996 (File No. 1-12110). 4.8 Specimen certificate for Camden Series A Cumulative Convertible Shares of Beneficial Interest. Incorporated from Exhibit 4.3 to Camden Property Trust's Registration Statement on Form S-4 filed February 6, 1998 (File No. 333-45817). 4.9 Statement of Designation, Preferences and Rights of Series A Cumulative Convertible Preferred Shares of Beneficial Interest. Incorporated by reference from Exhibit 4.1 to Camden Property Trust's Registration Statement on Form S-4 filed February 6, 1998 (File No. 333-45817). 4.10 Form of Statement of Designation of Series B Cumulative Redeemable Preferred Shares of Beneficial Interest. Incorporated by reference from Exhibit 4.1 to Camden Property Trust's Form 8-K filed on March 10, 1999 (File No. 1-12110). 4.11* Form of Statement of Designation of Series C Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest of Camden Property Trust. 4.12* Form of First Amendment to Statement of Designation of Series C Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest of Camden Property Trust. 4.13* Form of Second Amendment to Statement of Designation of Series C Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest of Camden Property Trust. 4.14 Form of Underwriting Agreement among Camden Property Trust and the Underwriters dated April 15, 1999 relating to the offering of 7% notes due 2004. Incorporated by reference from Camden Property Trust's Form 8-K filed April 20, 1999 (File No. 1-12110). 4.15 Form of Camden Property Trust 7% Note due 2004. Incorporated by reference from Camden Property Trust's For 8-K filed April 20, 1999 (File No. 1-12110). 10.1 Form of Indemnification Agreement by and between Camden Property Trust and certain of its trust managers and executive officers. Incorporated by reference from Exhibit 10.18 to Amendment No. 1 of Camden Property Trust's Registration Statement on Form S-11 filed July 9, 1993 (File No. 33-63588). 15 10.2 Amended and Restated Employment Agreement dated August 7, 1998 by and between Camden Property Trust and Richard J. Campo. Incorporated by reference from Exhibit 10.4 to Camden Property Trust's Form 10-K filed March 30, 1999 (File No. 1-12110). 10.3 Amended and Restated Employment Agreement dated August 7, 1998 by and between Camden Property Trust and D. Keith Oden. Incorporated by reference from Exhibit 10.5 to Camden Property Trust's Form 10-K filed March 30, 1999 (File No. 1-12110). 10.4 Form of Employment Agreement by and between Camden Property Trust and certain senior executive officers. Incorporated by reference from Exhibit 10.13 to Camden Property Trust's Form 10-K filed March 28, 1997 (File No. 1-12110). 10.5 Camden Property Trust Key Employee Share Option Plan. Incorporated by reference from Exhibit 10.14 to Camden Property Trust's Form 10-K filed March 28, 1997 (File No. 1-12110). 10.6 Distribution Agreement dated March 20, 1997 among Camden Property Trust and the Agents listed therein relating to the issuance of Medium Term Notes. Incorporated by reference from Exhibit 1.1 to Camden Property Trust's Form 8-K filed March 21, 1997 (File No. 1-12110). 10.7 Form of Master Exchange Agreement by and between Camden Property Trust and certain key employees. Incorporated by reference from Exhibit 10.16 to Camden Property Trust's Form 10-K filed February 6, 1998 (File No. 1-12110). 10.8 Form of Credit Agreement dated August 18, 1999 between Bank of America, N.A. and Camden Property Trust. Incorporated by reference from Camden Property Trust's Form 10-Q filed November 15, 1999 (File No. 1-12110). 10.9 Form the Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P. Incorporated by reference from Exhibit 10.1 to Camden Property Trust's Form S-4 filed on February 26, 1997 (File No. 333-22411). 10.10 Amended and Restated Limited Liability Company Agreement of Sierra-Nevada Multifamily Investments, LLC, adopted as of June 29, 1998 by Camden Subsidiary, Inc. and TMT-Nevada, L.L.C. Incorporated by reference from Exhibit 99.1 to Camden Property Trust's Form 8-K filed July 15, 1998 (File No. 1-12110). 10.11 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. Incorporated by reference from 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). 10.12 Exchange Agreement, dated as of October 23, 1998, by and among Oasis Residential, Inc., Oasis Martinique, LLC and the holders listed thereon. Incorporated by reference from 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). 10.13 Contribution Agreement, dated as of February 23, 1999, by and among Belcrest Realty Corporation, Belair Real Estate Corporation, Camden Operating, L.P. and Camden Property Trust. Incorporated by reference from Exhibit 99.1 to Camden Property Trust's Form 8-K filed on March 10, 1999 (File No. 1-12110). 10.14 First Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of February 23, 1999. Incorporated by reference from Exhibit 99.2 to Camden Property Trust's Form 8-K filed on March 10, 1999 (File No. 1-12110). 16 10.15* Form of Second Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of August 13, 1999. 10.16* Form of Third Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of September 7, 1999. 10.17* Form of Fourth Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of January 7, 2000. 10.18* Amended and Restated 1993 Share Incentive Plan of Camden Property Trust. 10.19* Camden Property Trust 1999 Employee Share Purchase Plan. 10.20* Form of Senior Executive Loan Guaranty between Camden Operating L.P., Camden USA, Inc. and Bank One, NA. 11.1* Statement re Computation of Per Share Earnings. 12.1* Statement re Computation of Ratios 13.1* Selected pages of the Camden Property Trust Annual Report to Shareholders for the year ended December 31, 1999. 21.1* Subsidiaries of Camden Property Trust. 23.1* Consent of Deloitte & Touche LLP. 24.1* Powers of Attorney for Richard J. Campo, D. Keith Oden, G. Steven Dawson, William R. Cooper, George A. Hrdlicka, Scott S. Ingraham, Lewis A. Levey, F. Gardner Parker and Steven A. Webster. 27.1* Financial Data Schedule (filed only electronically with the SEC). ___________________ *Filed herewith. 14(b) Reports on Form 8-K Camden Property Trust did not file any Current Reports on Form 8-K during the fourth quarter of 1999. 17 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Camden Property Trust has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. March 28, 2000 CAMDEN PROPERTY TRUST By: /S/G. STEVEN DAWSON --------------------- G. Steven Dawson Senior Vice President - Finance, Chief Financial Officer, Treasurer and Secretary By: /S/DENNIS M. STEEN --------------------- Dennis M. Steen Vice President - Controller and Chief Accounting Officer (Principal Accounting Officer) 18 Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of Camden Property Trust and in the capacities and on the dates indicated. NAME TITLE DATE * Chairman of the Board of Trust March 28, 2000 - -------------------------- Managers and Chief Executive Richard J. Campo Officer (Principal Executive Officer) * President, Chief Operating March 28, 2000 - -------------------------- Officer and Trust Manager D. Keith Oden /S/G. STEVEN DAWSON Senior Vice President-Finance, March 28, 2000 - -------------------------- Chief Financial Officer, G. Steven Dawson Treasurer and Secretary (Principal Financial Officer) /S/DENNIS M. STEEN Vice President-Controller and March 28, 2000 - -------------------------- Chief Accounting Officer Dennis M. Steen (Principal Accounting Officer) * Trust Manager March 28, 2000 - -------------------------- William R. Cooper * Trust Manager March 28, 2000 - -------------------------- George A. Hrdlicka * Trust Manager March 28, 2000 - -------------------------- Scott S. Ingraham * Trust Manager March 28, 2000 - -------------------------- Lewis A. Levey * Trust Manager March 28, 2000 - -------------------------- F. Gardner Parker * Trust Manager March 28, 2000 - -------------------------- Steven A. Webster *By: /S/G. STEVEN DAWSON ---------------------- G. Steven Dawson Attorney-in-Fact 19 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The following financial statements of Camden Property Trust and its subsidiaries required to be included in Item 14(a)(1) are listed below: CAMDEN PROPERTY TRUST Page Independent Auditors' Report (included herein) . . . . . . . . . . . . . . F-2 Financial Statements (incorporated by reference under Item 8 of Part II from pages 28 through 48 of our Annual Report to Shareholders for the year ended December 31, 1999): Independent Auditors' Report Consolidated Balance Sheets as of December 31, 1999 and 1998 Consolidated Statements of Operations for the Years Ended December 31,1999, 1998 and 1997 Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 1999, 1998 and 1997 Consolidated Statements of Cash Flows for the Years Ended December 31, 1999, 1998 and 1997 Notes to Consolidated Financial Statements The following financial statement supplementary data of Camden Property Trust and its subsidiaries required to be included in Item 14(a)(2) is listed below: Schedule III -- Real Estate and Accumulated Depreciation . . . . . . . . . S-1 20 INDEPENDENT AUDITORS' REPORT To the Shareholders of Camden Property Trust We have audited the consolidated financial statements of Camden Property Trust ("Camden") as of December 31, 1999 and 1998, and for each of the three years in the period ended December 31, 1999, and have issued our report thereon dated February 4, 2000; such consolidated financial statements and report are included in your 1999 Annual Report to Shareholders and are incorporated herein by reference. Our audits also included the financial statement schedule of Camden Property Trust, listed in Item 14. This financial statement schedule is the responsibility of Camden's management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein. DELOITTE & TOUCHE LLP Houston, Texas February 4, 2000 21 CAMDEN PROPERTY TRUST REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 1999 (In thousands)
Cost Capitalized Subsequent to Acquisition Initial Cost to or Description Encumbrances Camden Property Trust Development - ---------------------------------------- -------------- ----------------------- ------------- Building and PROPERTY NAME Location Land Improvements - ----------------------------- ---------- -------- -------------- Apartments TX $ 29,847 $129,146 $ 656,743 $ 55,992 Apartments AZ 8,079 17,074 116,760 4,537 Apartments CA 70,243 43,687 83,476 6,709 Apartments CO 33,114 21,000 154,556 1,755 Apartments FL 22,572 45,975 324,262 16,037 Apartments KY 18,440 5,107 52,645 1,480 Apartments MO 53,441 21,590 141,448 9,416 Apartments NV 94,935 59,412 406,347 8,524 Apartments NC 13,795 11,842 75,099 7,008 Properties under Development AZ 2,222 8,278 Properties under Development NV 7,464 9,479 Properties under Development CO 907 6,580 Properties under Development CA 31,086 12,436 Properties under Development FL 1,195 6,100 Properties under Development KY 10,090 Properties under Development TX 55,161 27,540 -------------- -------- -------------- ------------- Total $344,466 $452,868 $ 2,091,839 $ 111,458 ============== ======== ============== =============
Gross Amount at Which Accumulated Constructed Depreciable Description Carried at December 31, 1999(a) Depreciation(a) or Acquired Life(Years) - ---------------------------------------- --------------------------------- -------------- ------------- ------------- PROPERTY NAME Location Land Building Total - ----------------------------- ---------- -------- ------------ ----------- Apartments TX $129,146 $ 712,735 $ 841,881 $ 126,606 1993-1999 3-35 Apartments AZ 17,074 121,297 138,371 16,541 1994-1999 3-35 Apartments CA 43,687 90,185 133,872 4,306 1998-1999 3-35 Apartments CO 21,000 156,311 177,311 6,613 1998-1999 3-35 Apartments FL 45,975 340,299 386,274 29,840 1997-1999 3-35 Apartments KY 5,107 54,125 59,232 5,693 1997-1999 3-35 Apartments MO 21,590 150,864 172,454 21,376 1997-1998 3-35 Apartments NV 59,412 414,871 474,283 25,471 1998-1999 3-35 Apartments NC 11,842 82,107 93,949 17,099 1997 3-35 Properties under Development AZ 2,222 8,278 10,500 1998-1999 Properties under Development NV 7,464 9,479 16,943 1998-1999 Properties under Development CO 907 6,580 7,487 1994-1999 Properties under Development CA 31,086 12,436 43,522 1998-1999 Properties under Development FL 1,195 6,100 7,295 1998-1999 Properties under Development KY 10,090 10,090 1997-1999 Properties under Development TX 55,161 27,540 82,701 1995-1999 -------- ------------ ----------- -------------- Total $452,868 $ 2,203,297 $ 2,656,165 $ 253,545 ======== ============ =========== ==============
(a) The aggregate cost for federal income tax purposes at December 31,1999 was $2.2 billion. 22 THE CHANGES IN TOTAL REAL ESTATE ASSETS FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 ARE AS FOLLOWS:
1999 1998 1997 ----------- ------------ ------------ Balance, beginning of period $2,455,458 $ 1,382,049 $ 646,545 Additions during period: Acquisition - Oasis 888 997,049 Acquisition - Paragon 618,292 Acquisition - other 139,199 45,830 Development 188,506 193,212 91,203 Improvements 33,366 26,108 13,308 Deductions during period: Cost of real estate sold - Sierra Nevada transaction (237,423) Cost of real estate sold - other (22,053) (44,736) (33,129) ----------- ------------ ------------ Balance, end of period $2,656,165 $ 2,455,458 $ 1,382,049 =========== ============ ============
THE CHANGES IN ACCUMULATED DEPRECIATION FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 ARE AS FOLLOWS:
1999 1998 1997 ----------- ------------ ------------ Balance, beginning of period $ 167,560 $ 94,665 $ 56,369 Depreciation 87,491 76,740 43,769 Real estate sold (1,506) (3,845) (5,473) ----------- ------------ ------------ Balance, end of period $ 253,545 $ 167,560 $ 94,665 =========== ============ ============
S-1 EX-4.11 2 STATEMENT OF DESIGNATION 23 EXHIBIT 4.11 FORM OF STATEMENT OF DESIGNATION OF SERIES C CUMULATIVE REDEEMABLE PERPETUAL PREFERRED SHARES OF BENEFICIAL INTEREST OF CAMDEN PROPERTY TRUST ARTICLE ONE CAMDEN PROPERTY TRUST (the "COMPANY"), pursuant to the provisions of Section 3.30 of the Texas Real Estate Investment Trust Act (the "TREITA"), hereby files this Statement of Designation of 8.25% Series C Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest of the Company (the "STATEMENT") prior to the issuance of any shares of 8.25% Series C Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest, such series of unissued shares having been established by a resolution duly adopted by all necessary action on the part of the Company and the Board of Trust Managers, as provided for in the Amended and Restated Declaration of Trust (the "DECLARATION OF TRUST"). ARTICLE TWO The name of the Company is Camden Property Trust. ARTICLE THREE Pursuant to the authority conferred upon the Board of Trust Managers by the Declaration of Trust and Section 3.30 of the TREITA, the Board of Trust Managers, pursuant to Section 10.20 of the TREITA, adopted a resolution establishing the 8.25% Series C Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest of the Company and designating the series and fixing and determining the preferences, limitations, and relative rights thereof, as set forth in the true and correct copy of the resolution attached hereto as EXHIBIT A (the "DESIGNATING RESOLUTION"). ARTICLE FOUR The Designating Resolution was adopted effective as of August 13, 1999. ARTICLE FIVE The Designating Resolution was duly adopted by all necessary action on the part of the Company. 24 IN WITNESS WHEREOF, the undersigned officer has executed this Statement effective as of August 13, 1999. CAMDEN PROPERTY TRUST By:__________________________________ Name: Title: Notary Public, State of Texas Printed Name of Notary My Commission Expires: _____________________________________ 25 EXHIBIT A DESIGNATING RESOLUTION BOARD OF TRUST MANAGERS CAMDEN PROPERTY TRUST AUGUST 13, 1999 AUTHORIZATION OF SERIES C CUMULATIVE CONVERTIBLE PREFERRED SHARES OF BENEFICIAL INTEREST WHEREAS, the Board of Trust Managers of Camden Property Trust (the "COMPANY") has deemed it to be in the best interest of the Company and its shareholders for the Company to establish an additional series of preferred shares pursuant to the authority granted to the Board of Trust Managers in the Amended and Restated Declaration of Trust (the "DECLARATION OF TRUST") of the Company: NOW, THEREFORE, BE IT RESOLVED, that, pursuant to the authority vested in the Board of Trust Managers by the Declaration of Trust, a series of preferred shares is hereby established, and the terms of the same shall be as follows: SECTION 1. DESIGNATION AND NUMBER. A series of Preferred Shares of Beneficial Interest, designated the "8.25% Series C Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest" (the "SERIES C PREFERRED SHARES") is hereby established. The number of shares of Beneficial Interest of Series C Preferred Shares shall be 520,000. SECTION 2. RANK. The Series C Preferred Shares will, with respect to distributions and rights upon voluntary or involuntary liquidation, winding-up or dissolution of the Company, or both, rank senior to all classes or series of Common Shares (as defined in the Declaration of Trust) and to all classes or series of equity securities of the Company now or hereafter authorized, issued or outstanding, other than any class or series of equity securities of the Company expressly designated as ranking on a parity with (including, without limitation, the Series A Cumulative Convertible Preferred Shares of Beneficial Interest of the Company provided for in the Company's Statement of Designation filed with the County Clerk of Harris County, Texas, on April 8, 1998 (the "SERIES A PREFERRED SHARES") and the Series B Cumulative Convertible Preferred Shares of Beneficial Interest of the Company provided for in the Company's Statement of Designation filed with the County Clerk of Harris County, Texas, on February 24, 1999 (the "SERIES B PREFERRED SHARES")) or senior to the Series C Preferred Shares as to distributions and rights upon voluntary or involuntary liquidation, winding-up or dissolution of the Company. For purposes of this Designating Resolution, the term "PARITY PREFERRED SHARES" shall be used to refer to any class or series of equity securities of the Company now or hereafter authorized, issued or outstanding expressly designated by the Company to rank on a parity with Series C Preferred Shares with respect to distributions and rights upon voluntary or involuntary liquidation, winding-up or dissolution of the Company including, without limitation, the Series A Preferred Shares and Series B Preferred Shares. The term "EQUITY SECURITIES" does not include convertible debt securities (or other evidences of indebtedness), which will rank senior to the Series C Preferred Shares; provided, however, the term "EQUITY SECURITIES" shall include any equity securities issued upon the conversion of convertible debt securities into equity when issued. SECTION 3. DISTRIBUTIONS. (a) PAYMENT OF DISTRIBUTIONS. Subject to the rights of holders of Parity Preferred Shares and holders of equity securities ranking senior to the Series C Preferred Shares, holders of Series C Preferred Shares shall be entitled to receive, when, as and if declared by the Board of Trust Managers of the Company, out of funds legally available for the payment of distributions, cumulative preferential cash distributions at the rate per annum of 8.25% of the $25.00 liquidation preference per Series C Preferred Share. Such distributions shall be cumulative, shall accrue from the original date of issuance and will be payable (i) quarterly (such quarterly periods for purposes of payment and accrual will be the quarterly periods ending on the dates specified in this sentence and not calendar year quarters) in arrears, not later than the third calendar day after March 31, June 30, September 30 and December 31 of each year commencing on September 30, 1999 and, (ii) in the event of a redemption, on 26 the redemption date (each a "PREFERRED SHARES DISTRIBUTION PAYMENT DATE"). The amount of the distribution payable for any period will be computed on the basis of a 360-day year of twelve 30-day months and for any period shorter than a full quarterly period for which distributions are computed, the amount of the distribution payable will be computed on the basis of the actual number of days elapsed in such period. If any date on which distributions are to be made on the Series C Preferred Shares is not a Business Day (as defined herein), then payment of the distribution to be made on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Distributions on the Series C Preferred Shares will be made to the holders of record of the Series C Preferred Shares on the relevant record dates to be fixed by the Board of Trust Managers of the Company, which record dates shall in no event exceed 15 Business Days prior to the relevant Preferred Shares Distribution Payment Date (each a "DISTRIBUTION RECORD DATE"). Notwithstanding anything to the contrary set forth herein, each share of Series C Preferred Shares shall also continue to accrue all accrued and unpaid distributions, whether or not declared, up to the exchange date on any Series C Preferred Unit (as defined in the Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P. (as amended, the "PARTNERSHIP AGREEMENT"), as amended through the date hereof) validly exchanged into such share of Series C Preferred Shares in accordance with the provisions of such Partnership Agreement. The term "BUSINESS DAY" shall mean each day, other than a Saturday or a Sunday, which is not a day on which banking institutions in Texas are authorized or required by law, regulation or executive order to close. (b) DISTRIBUTIONS CUMULATIVE. Distributions on the Series C Preferred Shares will accrue whether or not the terms and provisions of any agreement of the Company, including any agreement relating to its indebtedness at any time prohibit the current payment of distributions, whether or not the Company has earnings, whether or not there are funds legally available for the payment of such distributions and whether or not such distributions are authorized or declared. Accrued but unpaid distributions on the Series C Preferred Shares will accumulate as of the Preferred Shares Distribution Payment Date on which they first become payable. Distributions on account of arrears for any past distribution periods may be declared and paid at any time, without reference to a regular Preferred Shares Distribution Payment Date to holders of record of the Series C Preferred Shares on the record date fixed by the Board of Trust Managers which date shall not exceed fifteen (15) Business Days prior to the payment date. Accumulated and unpaid distributions will not bear interest. (c) PRIORITY AS TO DISTRIBUTIONS. (i) So long as any Series C Preferred Shares is outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Common Shares or any class or series of other shares of the Company ranking junior as to the payment of distributions or rights upon voluntary or involuntary dissolution, liquidation or winding up of the Partnership to the Series C Preferred Shares (such Common Shares or other junior shares, collectively, "JUNIOR SHARES"), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series C Preferred Shares, any Parity Preferred Shares or any Junior Shares, unless, 27 in each case, all distributions accumulated on all Series C Preferred Shares and all classes and series of outstanding Parity Preferred Shares have been paid in full. The foregoing sentence will not prohibit (i) distributions payable solely in Junior Shares, (ii) the conversion of Series C Preferred Shares, Junior Shares or Parity Preferred Shares into shares of the Company ranking junior to the Series C Preferred Shares as to distributions, and (iii) purchase by the Company of such Series C Preferred Shares, Parity Preferred Shares or Junior Shares pursuant to Article Nineteen of the Declaration of Trust to the extent required to preserve the Company's status as a real estate investment trust. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably deposited in trust for payment) upon the Series C Preferred Shares, all distributions authorized and declared on the Series C Preferred Shares and all classes or series of outstanding Parity Preferred Shares with respect to distributions shall be authorized and declared so that the amount of distributions authorized and declared per Series C Preferred Share and such other classes or series of Parity Preferred Shares shall in all cases bear to each other the same ratio that accrued distributions per Series C Preferred Share and such other classes or series of Parity Preferred Shares (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Shares do not have cumulative distribution rights) bear to each other. (e) NO FURTHER RIGHTS. Holders of Series C Preferred Shares shall not be entitled to any distributions, whether payable in cash, other property or otherwise, in excees of the full cumulative distributions described herein. SECTION 4. LIQUIDATION PREFERENCE. (a) PAYMENT OF LIQUIDATING DISTRIBUTIONS,. Subject to the rights of holders of Parity Preferred Shares with respect to rights upon any voluntary or involuntary liquidation, dissolution or winding-up of the Company and subject to equity securities ranking senior to the Series C Preferred Shares with respect to rights upon any voluntary or involuntary liquidation, dissolution or winding-up of the Company, the holders of Series C Preferred Shares shall be entitled to receive out of the assets of the Company legally available for distribution or the proceeds thereof, after payment or provision for debts and other liabilities of the Company, but before any payment or distributions of the assets shall be made to holders of Common Shares or any other class or series of shares of the Company that ranks junior to the Series C Preferred Shares as to rights upon liquidation, dissolution or winding-up of the Company, an amount equal to the sum of (i) a liquidation preference of $25 per Series C Preferred Share, 28 and (ii) an amount equal to any accumulated and unpaid distributions thereon, whether or not declared, to the date of payment. In the event that, upon such voluntary or involuntary liquidation, dissolution or winding-up, there are insufficient assets to permit full payment of liquidating distributions to the holders of Series C Preferred Shares and any Parity Preferred Shares as to rights upon liquidation, dissolution or winding-up of the Company, all payments of liquidating distributions on the Series C Preferred Shares and such Parity Preferred Shares shall be made so that the payments on the Series C Preferred Shares and such Parity Preferred Shares shall in all cases bear to each other the same ratio that the respective rights of the Series C Preferred Shares and such other Parity Preferred Shares (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Parity Preferred Shares do not have cumulative distribution rights) upon liquidation, dissolution or winding-up of the Company bear to each other. (b) NOTICE. Written notice of any such voluntary or involuntary liquidation, dissolution or winding-up of the Company, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by (i) fax and (ii) by first class mail, postage pre-paid, not less than thirty (30) and not more than sixty (60) days prior to the payment date stated therein, to each record holder of the Series C Preferred Shares at the respective addresses of such holders as the same shall appear on the share transfer records of the Company. (c) NO FURTHER RIGHTS. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series C Preferred Shares will have no right or claim to any of the remaining assets of the Company. (d) CONSOLIDATION, MERGER OR CERTAIN OTHER TRANSACTIONS. The voluntary sale, conveyance, lease, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Company to, or the consolidation or merger or other business combination of the Company with or into, any Company, trust or other entity (or of any Company, trust or other entity with or into the Company) or a statutory share exchange shall not be deemed to constitute a liquidation, dissolution or winding-up of the Company. SECTION 5. OPTIONAL REDEMPTION. (a) RIGHT OF OPTIONAL REDEMPTION. The Series C Preferred Shares may not, subject to SECTION 7 hereof, be redeemed prior to August 13, 2004. On or after such date, the Company shall have the right to redeem the Series C Preferred Shares, in whole or in part, at any time or from time to time, upon not less than 30 nor more than 60 days written notice, at a redemption price, payable in cash, equal to $25 per Series C Preferred Share plus accumulated and unpaid distributions, whether or nor declared, to the date of redemption. If fewer than all of the outstanding shares of Series C Preferred Shares are to be redeemed, the Series C Preferred Shares to be redeemed shall be selected pro rata (as nearly as practicable without creating fractional units). 29 (b) LIMITATION ON REDEMPTION. Subject to SECTION 7 hereof, the Company may not redeem fewer than all of the outstanding Series C Preferred Shares unless all accumulated and unpaid distributions have been paid on all outstanding Series C Preferred Shares for all quarterly distribution periods terminating on or prior to the date of redemption. (c) PROCEDURES FOR REDEMPTION. (i) Notice of redemption will be (i) faxed, and (ii) mailed by the Company, postage prepaid, not less than thirty (30) nor more than sixty (60) days prior to the redemption date, addressed to the respective holders of record of the Series C Preferred Shares to be redeemed at their respective addresses as they appear on the transfer records of the Company. No failure to give or defect in such notice shall affect the validity of the proceedings for the redemption of any Series C Preferred Shares except as to the holder to whom such notice was defective or not given. In addition to any information required by law or by the applicable rules of any exchange upon which the Series C Preferred Shares may be listed or admitted to trading, each such notice shall state: (i) the redemption date, (ii) the redemption price, (iii) the number of shares of Series C Preferred Shares to be redeemed, (iv) the place or places where such shares of Series C Preferred Shares are to be surrendered for payment of the redemption price, (v) that distributions on the Series C Preferred Shares to be redeemed will cease to accumulate on such redemption date and (vi) that payment of the redemption price and any accumulated and unpaid distributions will be made upon presentation and surrender of such Series C Preferred Shares. If fewer than all of the shares of Series C Preferred Shares held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of shares of Series C Preferred Shares held by such holder to be redeemed. (ii) If the Company gives a notice of redemption in respect of Series C Preferred Shares (which notice will be irrevocable) then, by 12:00 noon, Houston time, on the redemption date, the Company will deposit irrevocably in trust for the benefit of the Series C Preferred Shares being redeemed funds sufficient to pay the applicable redemption price, plus any accumulated and unpaid distributions, whether or not declared, if any, on such shares to the date fixed for redemption, without interest, and will give irrevocable instructions and authority to pay such redemption price and any accumulated and unpaid distributions, if any, on such shares to the holders of the Series C Preferred Shares upon surrender of the certificate evidencing the Series C Preferred Shares by such holders at the 30 place designated in the notice of redemption. If fewer than all Series C Preferred Shares evidenced by any certificate is being redeemed, a new certificate shall be issued upon surrender of the certificate evidencing all Series C Preferred Shares, evidencing the unredeemed Series C Preferred Shares without cost to the holder thereof. On and after the date of redemption, distributions will cease to accumulate on the Series C Preferred Shares or portions thereof called for redemption, unless the Company defaults in the payment thereof. If any date fixed for redemption of Series C Preferred Shares is not a Business Day, then payment of the redemption price payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date fixed for redemption. If payment of the redemption price or any accumulated or unpaid distributions in respect of the Series C Preferred Shares is improperly withheld or refused and not paid by the Company, distributions on such Series C Preferred Shares will continue to accumulate from the original redemption date to the date of payment, in which case the actual payment date will be considered the date fixed for redemption for purposes of calculating the applicable redemption price and any accumulated and unpaid distributions. (d) STATUS OF REDEEMED SHARES. Any Series C Preferred Shares that shall at any time have been redeemed shall after such redemption, have the status of authorized but unissued Preferred Shares, without designation as to class or series until such shares are once more designated as part of a particular class or series by the Board of Trust Managers. SECTION 6. VOTING RIGHTS. (a) GENERAL. Holders of the Series C Preferred Shares will not have any voting rights, except as set forth below. (b) RIGHT TO ELECT TRUST MANAGERS. (i) If at any time distributions shall be in arrears with respect to six (6) prior quarterly distribution periods (including quarterly periods on the Series C Preferred Units prior to the exchange into Series C Preferred Shares), whether or not consecutive, and shall not have been paid in full (a "PREFERRED DISTRIBUTION Default"), the authorized number of members of the Board of Trust Managers shall automatically be increased by two (2) and the holders of record of such Series C Preferred Shares, 31 voting together as a single class with the holders of each class or series of Parity Preferred Shares upon which like voting rights have been conferred and are exercisable, will be entitled to fill the vacancies so created by electing two additional directors to serve on the Company's Board of Trust Managers (the "PREFERRED SHARES TRUST MANAGERS") at a special meeting called in accordance with SECTION 6(B)(II) at the next annual meeting of shareholders, and at each subsequent annual meeting of shareholders or special meeting held in place thereof, until all such distributions in arrears and distributions for the current quarterly period on the Series C Preferred Shares and each such class or series of Parity Preferred Shares have been paid in full. (ii) At any time when such voting rights shall have vested, a proper officer of the Company may, and upon written request of holders of record of at least ten percent (10%) of the outstanding Series C Preferred Shares (addressed to the Secretary at the principal office of the Company) shall call or cause to be called a special meeting of the holders of Series C Preferred Shares and all the series of Parity Preferred Shares upon which like voting rights have been conferred and are exercisable (collectively, the "PARITY SECURITIES"); such call to be made by special notice similar to that provided in the By-laws of the Company for a special meeting of the shareholders or as required by law. If any such special meeting required to be called as above provided shall not be called within twenty (20) days after receipt of any such request, then any holder of the Series C Preferred Shares may call such meeting upon the notice above provided, and for that purpose shall have access to the shareholder records of the Company. The record date for determining holders of the Parity Securities entitled to notice of and to vote at such special meeting will be the close of business on the third Business Day preceding the day on which such notice is mailed. At any such special meeting, all of the holders of the Parity Securities, by a vote of at least the minimum portion of Parity Securities permitted under TREITA, voting together as a single class without regard to series will be entitled to elect two directors on the basis of one vote per $25.00 of liquidation preference to which such Parity Securities are entitled by their terms (excluding amounts in respect of accumulated and unpaid dividends) and not cumulatively. The holder or holders of one-third of the Parity Securities then outstanding, present in person or by proxy, will constitute a quorum for the election of the Preferred Shares Trust Managers except as otherwise provided by law. Notice of all meetings at which holders of the Series C Preferred Shares shall be entitled to vote will be given to such holders at their addresses as they appear in the transfer records. At any such 32 meeting or adjournment thereof in the absence of a quorum, subject to the provisions of any applicable law, a majority of the holders of the Parity Securities present in person or by proxy shall have the power to adjourn the meeting for the election of the Preferred Shares Trust Managers, without notice other than an announcement at the meeting, until a quorum is present. If a Preferred Distribution Default shall terminate after the notice of a special meeting has been given but before such special meeting has been held, the Company shall, as soon as practicable after such termination, mail or cause to be mailed notice of such termination to holders of the Series C Preferred Shares that would have been entitled to vote at such special meeting. (iii) If and when all accumulated distributions and the distribution for the current distribution period on the Series C Preferred Shares shall have been paid in full or a sum sufficient for such payment is irrevocably deposited in trust for payment, the holders of the Series C Preferred Shares shall be divested of the voting rights set forth in SECTION 6(B) herein (subject to revesting in the event of each and every Preferred Distribution Default) and, if all distributions in arrears and the distributions for the current distribution period have been paid in full or set aside for payment in full on all other classes or series of Parity Preferred Shares upon which like voting rights have been conferred and are exercisable, the term and office of each Preferred Shares Trust Manager so elected shall terminate. Any Preferred Shares Trust Manager may be removed at any time with or without cause by the vote of, and shall not be removed otherwise than by the vote of, the holders of record of a majority of the outstanding Series C Preferred Shares when they have the voting rights set forth in SECTION 6(B) (voting separately as a single class with all other classes or series of Parity Preferred Shares upon which like voting rights have been conferred and are exercisable). So long as a Preferred Distribution Default shall continue, any vacancy in the office of a Preferred Shares Trust Manager may be filled by written consent of the Preferred Shares Trust Manager remaining in office, or if none remains in office, by a vote of the holders of record of a majority of the outstanding Series C Preferred Shares when they have the voting rights set forth in SECTION 6(B) (voting separately as a single class with all other classes or series of Parity Preferred Shares upon which like voting rights have been conferred and are exercisable). The Preferred Shares Trust Manager shall each be entitled to one vote per director on any matter. (c) CERTAIN VOTING RIGHTS. Notwithstanding anything to the contrary contained in the Declaration of Trust, so long as any Series C Preferred Shares remains outstanding, the Company shall not, without the affirmative vote of the holders of at least two-thirds of the Series C Preferred Shares 33 outstanding at the time: (i) designate or create, or increase the authorized or issued amount of, any class or series of shares ranking prior to the Series C Preferred Shares with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any authorized shares of the Company into any such shares, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such shares, (ii) designate or create, or increase the authorized or issued amount of, any Parity Preferred Shares or reclassify any authorized shares of the Company into any such shares, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such shares, but only to the extent such Parity Preferred Shares is issued to an affiliate of the Company, or (iii) either (A) consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety, to any company or other entity, or (B) amend, alter or repeal the provisions of the Company's Declaration of Trust (including this Designating Resolution) or By-laws, whether by merger, consolidation or otherwise, in each case that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series C Preferred Shares or the holders thereof; PROVIDED, HOWEVER, that with respect to the occurrence of a merger, consolidation or a sale or lease of all of the Company's assets as an entirety, so long as (a) the Company is the surviving entity and the Series C Preferred Shares remains outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity is a corporation or real estate investment trust organized under the laws of any state and substitutes the Series C Preferred Shares for other preferred shares having substantially the same terms and same rights as the Series C Preferred Shares, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the consent of the holders of the Series C Preferred Shares shall not be required with respect thereto and the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series C Preferred Shares and provided further that any increase in the amount of authorized Preferred Shares or the creation or issuance of any other class or series of Preferred Shares, or any increase in an amount of authorized shares of each class or series, in each case ranking either (a) junior to the Series C Preferred Shares with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up, or (b) on a parity with the Series C Preferred Shares with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up to the extent such Preferred Shares is not issued to an affiliate of the Company, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers. SECTION 7. NO CONVERSION RIGHTS. The holders of the Series C Preferred Shares shall not have any rights to convert such shares into shares of any other class or series of stock or into any other securities of, or interest in, the Company. 34 SECTION 8. NO SINKING FUND. No sinking fund shall be established for the retirement or redemption of Series C Preferred Shares. SECTION 9. NO PREEMPTIVE RIGHTS. No holder of the Series C Preferred Shares of the Company shall, as such holder, have any preemptive rights to purchase or subscribe for additional shares of the Company or any other security of the Company which it may issue or sell. SECTION 10. DECLARATION OF TRUST - ARTICLE THIRTEEN. The Series C Preferred Shares are deemed to be "Shares" for purposes of Article Thirteen of the Declaration of Trust; PROVIDED, HOWEVER, that in no event shall the provisions contained in such Article Thirteen (including, without limitation, subparagraph (d) thereof) limit any obligations of the Company or rights of the holders of Series C Preferred Shares pursuant to this Designating Resolution. RATIFICATION AND AUTHORIZATION RESOLVED, that any and all acts and deeds of any officer or Trust Manager of the company taken prior to the date hereof on behalf of the Company with regard to the foregoing resolutions are hereby approved, ratified and confirmed in all respects as and for the acts and deeds of the Company. FURTHER RESOLVED, that the officers of the Company be, and each of them hereby is, severally and without the necessity for joinder of any other person, authorized, empowered and directed to execute and deliver any and all such further documents and instruments and to do and perform any and all such further acts and deeds that may be necessary or advisable to effectuate and carry out the purposes and intents of the foregoing resolutions, including, but not limited to, the filing of a statement with the County Clerk of Harris County, Texas, setting forth the designations, preferences, limitations and rights of Series C Preferred Shares pursuant to Section 3.30 of TREITA, all such actions to be performed in such manner, and all such documents and instruments to be executed and delivered in such form, as the officer performing or executing the same shall approve, the performance or execution thereof by such officer to be conclusive evidence of the approval thereof by such officer and by the Board of Trust Managers. EX-4.12 3 FIRST AMENDMENT TO STATEMENT OF DESIGNATION 35 EXHIBIT 4.12 FORM OF FIRST AMENDMENT TO STATEMENT OF DESIGNATION OF SERIES C CUMULATIVE REDEEMABLE PERPETUAL PREFERRED SHARES OF BENEFICIAL INTEREST OF CAMDEN PROPERTY TRUST ARTICLE ONE CAMDEN PROPERTY TRUST (the "COMPANY"), pursuant to the provisions of Section 3.30 of the Texas Real Estate Investment Trust Act (the "TREITA"), on August 13, 1999, adopted a Statement of Designation of 8.25% Series C Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest of the Company (the "INITIAL STATEMENT") prior to the issuance of shares of 8.25% Series C Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest, such series of unissued shares having been established by a resolution duly adopted by all necessary action on the part of the Company and the Board of Trust Managers, as provided for in the Amended and Restated Declaration of Trust (the "DECLARATION OF TRUST"). The Company hereby amends the Initial Statement to increase the number of shares of 8.25% Series C Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest designated pursuant to the Initial Statement. ARTICLE TWO The name of the Company is Camden Property Trust. ARTICLE THREE Pursuant to the authority conferred upon the Board of Trust Managers by the Declaration of Trust and Section 3.30 of the TREITA, the Board of Trust Managers, pursuant to Section 10.20 of the TREITA, adopted a resolution increasing the authorized number of 8.25% Series C Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest of the Company, as set forth in the true and correct copy of the resolution attached hereto AS EXHIBIT A (the "DESIGNATING RESOLUTION"). ARTICLE FOUR The Designating Resolution was adopted effective as of September 7, 1999. ARTICLE FIVE The Designating Resolution was duly adopted by all necessary action on the part of the Company. 36 IN WITNESS WHEREOF, the undersigned officer has executed this First Amendment to Statement of Designation effective as of September 7, 1999. CAMDEN PROPERTY TRUST By:__________________________________________ Name: Title: Notary Public, State of Texas Printed Name of Notary My Commission Expires: 37 EXHIBIT A DESIGNATING RESOLUTION BOARD OF TRUST MANAGERS CAMDEN PROPERTY TRUST SEPTEMBER 7, 1999 AUTHORIZATION OF ADDITIONAL SERIES C CUMULATIVE CONVERTIBLE PREFERRED SHARES OF BENEFICIAL INTEREST WHEREAS, the Board of Trust Managers of Camden Property Trust (the "COMPANY") has established a series of preferred shares designated as "8.25% Series C Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest" (the "SERIES C PREFERRED SHARES") pursuant to that certain Designating Resolution adopted effective as of August 13, 1999; and WHEREAS, the Board of Trust Managers has deemed it to be in the best interests of the Company and its shareholders for the Company to increase the number of authorized Series C Preferred Shares pursuant to the authority granted to the Board of Trust Managers in the Amended and Restated Declaration of Trust (the "DECLARATION OF TRUST") of the Company. NOW, THEREFORE, BE IT RESOLVED, that, pursuant to the authority vested in the Board of Trust Managers by the Declaration of Trust, the aggregate number of shares of Beneficial Interest of Series C Preferred Shares shall be 1,420,000. FURTHER RESOLVED, that any and all acts and deeds of any officer or Trust Manager of the company taken prior to the date hereof on behalf of the Company with regard to the foregoing resolutions are hereby approved, ratified and confirmed in all respects as and for the acts and deeds of the Company. FURTHER RESOLVED, that the officers of the Company be, and each of them hereby is, severally and without the necessity for joinder of any other person, authorized, empowered and directed to execute and deliver any and all such further documents and instruments and to do and perform any and all such further acts and deeds that may be necessary or advisable to effectuate and carry out the purposes and intents of the foregoing resolutions, including, but not limited to, the filing of a statement with the County Clerk of Harris County, Texas, amending the designation of Series C Preferred Shares established as of August 13, 1999, pursuant to Section 3.30 of TREITA, all such actions to be performed in such manner, and all such documents and instruments to be executed and delivered in such form, as the officer performing or executing the same shall approve, the performance or execution thereof by such officer to be conclusive evidence of the approval thereof by such officer and by the Board of Trust Managers. EX-4.13 4 SECOND AMENDMENT TO STATEMENT OF DESIGNATION 38 EXHIBIT 4.13 FORM OF SECOND AMENDMENT TO STATEMENT OF DESIGNATION OF SERIES C CUMULATIVE REDEEMABLE PERPETUAL PREFERRED SHARES OF BENEFICIAL INTEREST OF CAMDEN PROPERTY TRUST ARTICLE ONE CAMDEN PROPERTY TRUST (the "COMPANY"), pursuant to the provisions of Section 3.30 of the Texas Real Estate Investment Trust Act (the "TREITA"), on August 13, 1999, adopted a Statement of Designation of 8.25% Series C Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest of the Company (the "INITIAL STATEMENT") prior to the issuance of shares of 8.25% Series C Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest, such series of unissued shares having been established by a resolution duly adopted by all necessary action on the part of the Company and the Board of Trust Managers, as provided for in the Amended and Restated Declaration of Trust (the "DECLARATION OF TRUST"). Pursuant to that certain First Amendment to Statement of Designation of Series C Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest of Camden Property Trust, dated as of September 7, 1999 (the "FIRST AMENDMENT"), the Company amended the Initial Statement to increase the number of shares of 8.25% Series C Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest designated pursuant to the Initial Statement. The Company hereby amends the Initial Statement, as amended by the First Amendment, to increase the number of shares of 8.25% Series C Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest designated pursuant to the Initial Statement. ARTICLE TWO The name of the Company is Camden Property Trust. ARTICLE THREE Pursuant to the authority conferred upon the Board of Trust Managers by the Declaration of Trust and Section 3.30 of the TREITA, the Board of Trust Managers, pursuant to Section 10.20 of the TREITA, adopted a resolution increasing the authorized number of 8.25% Series C Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest of the Company, as set forth in the true and correct copy of the resolution attached hereto AS EXHIBIT A (the "DESIGNATING RESOLUTION"). ARTICLE FOUR The Designating Resolution was adopted effective as of January 7, 2000. ARTICLE FIVE The Designating Resolution was duly adopted by all necessary action on the part of the Company. 39 IN WITNESS WHEREOF, the undersigned officer has executed this Second Amendment to Statement of Designation effective as of January 7, 2000. CAMDEN PROPERTY TRUST By:_____________________________________ Name: Title: Notary Public, State of Texas Printed Name of Notary My Commission Expires: 40 EXHIBIT A DESIGNATING RESOLUTION BOARD OF TRUST MANAGERS CAMDEN PROPERTY TRUST JANUARY 7, 2000 AUTHORIZATION OF ADDITIONAL SERIES C CUMULATIVE CONVERTIBLE PREFERRED SHARES OF BENEFICIAL INTEREST WHEREAS, the Board of Trust Managers of Camden Property Trust (the "COMPANY") has established a series of preferred shares designated as "8.25% Series C Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest" (the "SERIES C PREFERRED SHARES") pursuant to that certain Designating Resolution adopted effective as of August 13, 1999; WHEREAS, the Board of Trust Managers has previously increased the number of authorized Series C Preferred Shares pursuant to that certain Designating Resolution adopted effective as of September 7, 1999; WHEREAS, the Board of Trust Managers has deemed it to be in the best interests of the Company and its shareholders for the Company to further increase the number of authorized Series C Preferred Shares pursuant to the authority granted to the Board of Trust Managers in the Amended and Restated Declaration of Trust (the "DECLARATION OF TRUST") of the Company. NOW, THEREFORE, BE IT RESOLVED, that, pursuant to the authority vested in the Board of Trust Managers by the Declaration of Trust, the aggregate number of shares of Beneficial Interest of Series C Preferred Shares shall be 2,120,000. FURTHER RESOLVED, that any and all acts and deeds of any officer or Trust Manager of the Company taken prior to the date hereof on behalf of the Company with regard to the foregoing resolutions are hereby approved, ratified and confirmed in all respects as and for the acts and deeds of the Company. FURTHER RESOLVED, that the officers of the Company be, and each of them hereby is, severally and without the necessity for joinder of any other person, authorized, empowered and directed to execute and deliver any and all such further documents and instruments and to do and perform any and all such further acts and deeds that may be necessary or advisable to effectuate and carry out the purposes and intents of the foregoing resolutions, including, but not limited to, the filing of a statement with the County Clerk of Harris County, Texas, amending the designation of Series C Preferred Shares established as of August 13, 1999, pursuant to Section 3.30 of TREITA, all such actions to be performed in such manner, and all such documents and instruments to be executed and delivered in such form, as the officer performing or executing the same shall approve, the performance or execution thereof by such officer to be conclusive evidence of the approval thereof by such officer and by the Board of Trust Managers. EX-10.15 5 SECOND AMENDMENT TO THIRD AMENDED 41 EXHIBIT 10.15 FORM OF SECOND AMENDMENT TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CAMDEN OPERATING, L.P. THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CAMDEN OPERATING, L.P. (this "AMENDMENT") is entered into as of August 13, 1999, by and between CPT-GP, Inc. ("GENERAL PARTNER"), a Delaware corporation and a wholly owned subsidiary of Camden USA, Inc. ("CAMDEN USA"), a Delaware corporation, a wholly owned subsidiary of Camden Property Trust ("CPT "or the "GENERAL PARTNER ENTITY"), a Texas real estate investment trust, as the general partner of Camden Operating, L.P., a Delaware limited partnership (the "PARTNERSHIP") and Edgewater Equity, Inc., a Delaware corporation ("EDGEWATER, INC.") and Edgewater Equity Partners, L.P., a Delaware limited partnership ("EDGEWATER, L.P."; each of Edgewater, Inc. and Edgewater, L.P. a "SERIES C PREFERRED PARTNER" and collectively "SERIES C PREFERRED PARTNERS"). RECITALS WHEREAS, the signatories hereto desire to amend that certain Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of April 15, 1997, as amended by that certain First Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of February 23, 1999 (collectively, as amended, the "AGREEMENT") as set forth herein; any terms capitalized herein but not defined herein having the definitions therefor set forth in the Agreement. NOW, THEREFORE, in consideration of the foregoing, of the mutual promises set forth herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree to continue the Partnership and amend the Agreement as follows: 1. As of the date hereof (a) Edgewater, Inc. has contributed $5,000,000 to the Partnership in exchange for the issuance to Edgewater, Inc. of 200,000 Series C Preferred Units (as defined in the Agreement, as amended hereby), and (b) Edgewater, L.P. has contributed $8,000,000 to the Partnership in exchange for the issuance of 320,000 Series C Preferred Units. The Series C Preferred Units issued to the Series C Preferred Partners have been duly issued and fully paid. The Series C Preferred Partners are hereby admitted to the Partnership, effective as of August 13, 1999, each as an Additional Limited Partner (the information set forth on EXHIBIT A attached hereto relating to the interest of the Series C Preferred Partners in the Partnership is hereby included in Exhibit A to the Agreement), and by execution of this Amendment the Series C Preferred Partners have agreed to be bound by all of the terms and conditions of the Agreement, as amended hereby. 2. DEFINITIONS. A. The words "Series C Preferred Units" are inserted after the word "Series B Preferred Units" in the first sentence of the definition of "Partnership Unit" in Article I of the Agreement. B. The following new definitions are inserted in Article I of the Agreement so as to preserve alphabetical order: "EXCESS SERIES C UNITS" shall have the meaning set forth therefor in Section 17.9.A hereof. 42 "PARTNERSHIP NET ASSET VALUE" means, with respect to any fiscal quarter of the Partnership, (A) the product of (1) the Net Operating Income for such quarter (as determined based upon the financial information of the Partnership provided by the Partnership pursuant to Section 4(f) of the Series C Preferred Contribution Agreement) multiplied by four and (2) eleven, less (B) all Indebtedness of the Partnership. "NET OPERATING INCOME" means, with respect to any fiscal quarter of the Partnership, all cash received by the Partnership from whatever source (excluding the proceeds of any Capital Contributions and any capital transactions (e.g., refinancings, sales of assets, casualty or condemnation)) less the aggregate of the following: (i) all interest payments in respect of Partnership Indebtedness made during such quarter by the Partnership; and (ii) all operating expenses made by the Partnership during such quarter. "PARITY PREFERRED UNITS" shall have the meaning set forth therefor in Section 17.1 hereof. "SERIES C EXCHANGE NOTICE" shall have the meaning set forth therefor in Section 17.9.B hereof. "SERIES C EXCHANGE PRICE" shall have the meaning set forth therefor in Section 17.9.A hereof. "SERIES C PREFERRED CONTRIBUTION AGREEMENT" means, collectively, that certain (i) Contribution Agreement, dated as of August 13, 1999, by and among, Edgewater Equity, Inc., CPT and Partnership, and (ii) Contribution Agreement, dated as of August 13, 1999, by and among, Edgewater Equity Partners, L.P., CPT and Partnership. "SERIES C PREFERRED PARTNERS" means Edgewater, Inc. and Edgewater, L.P., and their respective successors and assigns. "SERIES C PREFERRED SHARES" shall have the meaning set forth therefor in Section 17.9.A hereof. "SERIES C PREFERRED UNIT DISTRIBUTION PAYMENT DATE" shall have the meaning set forth therefor in Section 17.3.A hereof. "SERIES C PREFERRED UNIT PARTNERSHIP RECORD DATE" shall have the meaning set forth therefor in Section 17.3.A hereof. "SERIES C PREFERRED UNITS" shall have the meaning set forth therefor in Section 17.2 hereof. "SERIES C PRIORITY RETURN" shall have the meaning set forth therefor in Section 17.1 hereof. "SERIES C REDEMPTION PRICE" shall have the meaning set forth therefor in Section 17.6 hereof. "UNITS JUNIOR TO SERIES C" shall have the meaning set forth therefor in Section 17.3.C hereof. 43 3. ARTICLE I. The definition of "PARITY PREFERRED UNITS" set forth in Article I is hereby deleted and replaced with the following: ""PARITY PREFERRED UNITS" shall have the meaning set forth therein in Section 17.1 hereof." 4. SECTION 4.2.D. Section 4.2.D of the Agreement is amended by inserting the word "four " in lieu of the word "three" in the second line thereof, and by inserting the words "and Series C Preferred Units" after the words "Series B Preferred Units" at the end of the first sentence thereof. 5. SECTION 8.4. Nothing contained in Section 8.4 of the Agreement shall modify or limit in any way any of the provisions of Article XVII of the Agreement. 6. SECTION 8.6. The provisions of Section 8.6 of the Agreement shall not be applicable to the Series C Preferred Units. 7. TRANSFERS. Section 11.1.A of the Agreement is amended by inserting the words "or an exchange pursuant to Sections 16.9 or 17.9 hereof" after the words "Section 8.6" in the last line thereof. Section 11.3.A of the Agreement is amended by inserting the words "or an exchange pursuant to Sections 16.9 or 17.9 hereof" after the words "Section 8.6" in the second line thereof. Section 11.3.A is further modified to include the following sentence after the last sentence thereof: "Notwithstanding anything in this Section 11.3 (but not including 11.3.C) to the contrary, the General Partner shall not unreasonably withhold its consent to any Transfer of any Series C Preferred Units, provided the provisions of Sections 11.3.B, 11.3.D. 11.3.E, 11.3.F, 11.4.B and 11.6 hereof are satisfied." Section 11.3.C of the Agreement is amended by adding the following new clause (x) after clause (ix) thereof: "and (x) notwithstanding any clause of this Section 11.3.C to the contrary, in the case of any Series C Preferred Partner, to an Affiliate of such Series C Preferred Partner, provided such transfer is made in accordance with Sections 11.3.D, 11.3.E, 11.3.F and 11.4.B of the Agreement (for the sake of this clause (x) and Section 11.6.C (as it relates to the Series C Preferred Units) only, the word "Affiliate" shall mean, in respect to any person or entity, any other person or entity directly or indirectly controlling, controlled by or under common control of such person or entity whether or not such control shall include a controlling ownership interest and shall include with respect to any such person or entity the power to direct the management and policies of such person or entity, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise)." The following sentence is inserted after the last sentence of Section 11.4.A of the Agreement: "Notwithstanding anything in Section 11.4 hereof to the contrary, the General Partner shall not unreasonably withhold its consent to the admission of a transferee of Series C Preferred Units as a Limited Partner, in respect of an exchange of Series C Preferred Units to a permitted transferee under Section 11.3.C hereof, provided that the effect of such admission would not be to cause the Partnership to have more than 500 Partners or to be a publicly traded partnership within the meaning of Section 7704 of the Code, and any such transferee shall, upon satisfaction of all of the conditions set forth in Sections 11.3.B, 11.3.D. 11.3.E, 11.3.F, 11.4.B and 11.6 hereof be admitted to the Partnership as a Substituted Limited Partner hereunder." Sections 11.6.A and 11.6.B of the Agreement each are amended by inserting the words "or an exchange pursuant to Sections 16.9 or 17.9 hereof " after the words "Section 8.6" therein. The following language is inserted at the end of Section 11.6.C of the Agreement: "; PROVIDED, HOWEVER, that a Series C Preferred Partner may make a Transfer to an Affiliate of such Series C Preferred Partner in accordance with the provisions of Section 11.3.C hereof without regard to such limitation." The last sentence of Section 11.6.D is hereby modified by inserting the words "or Series C Preferred Unit Partnership Date, as the case may be" after the words "Partnership Record Date ". 8. SECTION 12.2.B. The last sentence of Section 12.2.B shall not be deemed applicable to distributions in respect of the Series C Preferred Shares. 44 9. SECTION 16.1. The first sentence of Section 16.1 is hereby deleted in its entirety. 10. ARTICLE XVII. The following new Article XVII is inserted in the Agreement after Article XVI thereof: ARTICLE XVII SERIES C CUMULATIVE REDEEMABLE PERPETUAL PREFERRED UNITS SECTION 17.1 DEFINITIONS The term "PARITY PREFERRED UNITS" shall be used to refer to any class or series of Partnership Interests now or hereafter authorized, issued or outstanding expressly designated by the Partnership to rank on a parity with Series C Preferred Units with respect to distributions and rights upon voluntary or involuntary liquidation, winding-up or dissolution of the Partnership (including, without limitation, the Series B Preferred Units). The term "SERIES C PRIORITY RETURN" shall mean, an amount equal to 8.25% per annum, determined on the basis of a 360 day year of twelve 30 day months (or actual days for any month which is shorter than a full monthly period), cumulative to the extent not distributed for any given distribution period pursuant to Section 5.1 hereof, of the stated value of $25 per Series C Preferred Unit, commencing on the date of issuance of such Series C Preferred Unit. SECTION 17.2 DESIGNATION AND NUMBER A series of Partnership Units in the Partnership designated as the "8.25% Series C Cumulative Redeemable Perpetual Preferred Units" (the "SERIES C PREFERRED UNITS") is hereby established. The number of Series C Preferred Units shall be 520,000. SECTION 17.3 DISTRIBUTIONS A. PAYMENT OF DISTRIBUTIONS. Subject to the rights of holders of Parity Preferred Units as to the payment of distributions, pursuant to Sections 5.1, 5.3 and 13.2 hereof, holders of Series C Preferred Units shall be entitled to receive, when, as and if declared by the Partnership acting through the General Partner, out of Available Cash, cumulative preferential cash distributions at the rate per annum of 8.25% of the original Capital Contribution per Series C Preferred Unit. With respect to the Holders of the Series C Preferred Units, the original Capital Contribution per Series C Preferred Unit is $25. Such distributions shall be cumulative, shall accrue from the original date of issuance and will be payable (i) quarterly (such quarterly periods for purposes of payment and accrual will be the quarterly periods ending on the dates specified in this sentence and not calendar year quarters) in arrears, not later than the third calendar day after March 31, June 30, September 30 and December 31 of each year commencing on September 30, 1999 and, (ii) in the event of (a) an exchange of Series C Preferred Units into Series C Preferred Shares, or (b) a redemption of Series C Preferred Units, on the exchange date or redemption date, as applicable (each a "SERIES C PREFERRED UNIT DISTRIBUTION PAYMENT DATE"). The amount of the distribution payable for any period will be computed on the basis of a 360-day year of twelve 30-day months and for any period shorter than a full quarterly period for which distributions are computed, the amount of the distribution payable will be computed on the basis of the actual number of days elapsed in such a 30-day month. If any date on which distributions are to be made on the Series C Preferred Units is not a Business Day, then payment of the distribution to be made on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such 45 Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Distributions on the Series C Preferred Units will be made to the holders of record of the Series C Preferred Units on the relevant record dates to be fixed by the Partnership acting through the General Partner, which record dates shall in no event exceed fifteen (15) Business Days prior to the relevant Series C Preferred Unit Distribution Payment Date (the "SERIES C PREFERRED UNIT PARTNERSHIP RECORD DATE"). B. DISTRIBUTIONS CUMULATIVE. Distributions on the Series C Preferred Units will accrue whether or not the terms and provisions of any agreement of the Partnership, including any agreement relating to its Indebtedness at any time prohibit the current payment of distributions, whether or not the Partnership has earnings, whether or not there are funds legally available for the payment of such of such distributions and whether or not such distributions are authorized. Accrued but unpaid distributions on the Series C Preferred Units will accumulate as of the Series C Preferred Unit Distribution Payment Date on which they first become payable. Distributions on account of arrears for any past distribution periods may be declared and paid at any time, without reference to a regular Series C Preferred Unit Distribution Payment Date to holders of record of the Series C Preferred Units on the record date fixed by the Partnership acting through the General Partner which date shall not exceed fifteen (15) Business Days prior to the payment date. Accumulated and unpaid distributions will not bear interest. C. PRIORITY AS TO DISTRIBUTIONS. (i) So long as any Series C Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series C Preferred Units (collectively, "UNITS JUNIOR TO SERIES C"), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series C Preferred Units, any Parity Preferred Units or any Units Junior to Series C, unless, in each case, all distributions accumulated on all Series C Preferred Units and all classes and series of outstanding Parity Preferred Units have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Units Junior to Series C or, in accordance with Section 8.6 hereof, common shares of beneficial interest (or any similar equity security) of the General Partner Entity, (b) the conversion of Units Junior to Series C or Parity Preferred Units into Units Junior to Series C or common shares of beneficial interest (or any similar equity security) of the General Partner Entity, and (c) the redemption of Partnership Interests corresponding to any Series C Preferred Shares, Parity Preferred Shares or Junior Shares (as those terms are defined in that certain Statement of Designation of Series C Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest of the General Partner Entity (the "SERIES C DESIGNATION") establishing the Series C Preferred Shares (as hereinafter defined) to be purchased by the General Partner Entity pursuant to Article Nineteen of the Declaration of Trust. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably deposited in trust for payment) upon the Series C Preferred Units, all distributions authorized and declared on the Series C Preferred Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared so that the amount of distributions authorized and declared per Series C Preferred Unit and such other classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series C Preferred Unit and such other classes or series of Parity Preferred Units (which shall not include any accumulation in 46 respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units do not have cumulative distribution rights) bear to each other. D. NO FURTHER RIGHTS. Holders of Series C Preferred Units shall not be entitled to any distributions, whether payable in cash, other property or otherwise, in excess of the full cumulative distributions described herein. SECTION 17.4 ALLOCATIONS Sections 6.1.A and 6.1.B of the Agreement are hereby deleted and replaced by the following: NET INCOME. After giving effect to the special allocations set forth in Section 1 of EXHIBIT C and Section 6.2 below, Net Income shall be allocated: (i) first, to the General Partner to the extent that Net Losses previously allocated to the General Partner pursuant to Section 6.1.B(iii) below for all prior taxable years exceed Net Income previously allocated to the General Partner pursuant to this Section 6.1.A(i) for all prior taxable years, (ii) second, to holders of Partnership Interests that are entitled to any preference in distribution to the extent that Net Losses previously allocated to such holders pursuant to Section 6.1.B(ii) below for all prior taxable years exceed Net Income previously allocated to such holders pursuant to this Section 6.1.A(ii) for all prior taxable years, (iii) third, to holders of Partnership Interests of a class not entitled to preference in distribution to the extent that Net Losses previously allocated to such holders pursuant to Section 6.1.B(i) below for all prior taxable years exceed Net Income previously allocated to such holders pursuant to this Section 6.1.A(iii) for all prior taxable years, (iv) fourth, to the holders of any Partnership Interests that are entitled to any preference in distribution in accordance with the rights of any such class of Partnership Interests (including Series B Preferred Units and Series C Preferred Units) until each such Partnership Interest has been allocated Net Income equal to the EXCESS OF (x) the cumulative amount of preferred distributions the holder of such Partnership Interests is entitled to receive (Series B Priority Return, in the case of Series B Preferred Units and Series C Priority Return, in the case of Series C Preferred Units and, as between the holders of Series B Preferred Units and the Series C Preferred Units, pro rata in proportion to the respective amount of cumulative preferred distributions that each such holder is entitled to receive) to the last day of the current taxable year or to the date of redemption, to the extent such Partnership Interests are redeemed during such taxable year, OVER (y) the cumulative Net Income allocated to such holder, pursuant to this Section 6.1.A(iv) for all prior taxable years, and (v) fifth, with respect to Partnership Interests that are not entitled to any preference in the allocation of Net Income, pro rata to each such class in accordance with the terms of such 47 class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made). NET LOSSES. After giving effect to the special allocations set forth in Section 1 of EXHIBIT C and Section 6.2, Net Losses shall be allocated: (i) first, with respect to classe s of Partnership Interests that are not entitled to any preference in distribution (including the General Partner Interest), pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made) until the Adjusted Capital Account (ignoring for this purpose any amounts a Partner is obligated to contribute to the capital of the Partnership or is deemed obligated to contribute pursuant to Regulations Section 1.704-1(b)(2)(ii)(c)(2)) of each Partner in such classes is reduced to zero, (ii) second, to the holders of any Partnership Interests that are entitled to any preference in distribution (including Series B Preferred Units and Series C Preferred Units) in accordance with the rights of any such class of Partnership Interests (and, if there is more than one class of such Partnership Interests, then in the reverse order of their preference in distribution and if there is no preference, then among the holders thereof pro rata among them in proportion to their Adjusted Capital Account balances), until the Adjusted Capital Account (modified in the same manner as in clause (i)) of each such holder is reduced to zero, and (iii) third, to the General Partner. To the extent permitted under Section 704 of the Code, solely for purposes of allocating Net Income or Net Losses in any taxable year (or a portion thereof) to the holders of Series B Preferred Units and Series C Preferred Units pursuant to Section 6.1 hereof, items of Net Income or Net Losses, as the case may be, shall not include Depreciation with respect to properties that are "ceiling limited" in respect of holders of Series B Preferred Units or Series C Preferred Units. For purposes of the preceding sentence, Partnership property shall be considered "ceiling limited" in respect of a holder of Series B Preferred Units or Series C Preferred Units if Depreciation attributable to such Partnership property which would otherwise be allocable to such holder, without regard to this paragraph, exceeds depreciation determined for federal income tax purposes attributable to such Partnership property which would otherwise be allocable to such holder by more than 5%. SECTION 17.5 LIQUIDATION PROCEEDS A. DISTRIBUTIONS UPON CERTAIN EVENTS. Upon voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, distributions on the Series C Preferred Units shall be made in accordance with Section 13.2 hereof; PROVIDED, HOWEVER, that upon any such liquidation, dissolution or winding-up of the Partnership, the Liquidator may elect, in its sole discretion, to cause the Partnership or the General Partner Entity to issue to the holders of the Series C Preferred Units such number of Series C Preferred Shares as such holder would have received had they exercised their Exchange Rights in accordance with Section 17.9 hereof (it being assumed for purposes hereof that such holders would then be entitled to exercise such Exchange Rights) in lieu of the cash otherwise distributable to the Series C Preferred Partners pursuant to Section 13.2 hereof. 48 B. NOTICE. Written notice of any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by (i)fax and (ii) by first class mail, postage pre-paid, not less than thirty (30) and not more than sixty (60) days prior to the payment date stated therein, to each record holder of the Series C Preferred Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnership. C. NO FURTHER RIGHTS. After payment of the full amount of the liquidating distributions to which they are entitled (whether in accordance with Section 13.2 hereof, or by delivery of Series C Preferred Shares in accordance with Section 17.5.A hereof or both), the holders of Series C Preferred Units will have no right or claim to any of the remaining assets of the Partnership. D. CONSOLIDATION, MERGER OR CERTAIN OTHER TRANSACTIONS. The voluntary sale, conveyance, lease, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the General Partner to, or the consolidation or merger or other business combination of the Partnership with or into, any corporation, trust, partnership, limited liability company or other entity (or of any corporation, trust, partnership, limited liability company or other entity with or into the Partnership) shall not be deemed to constitute a liquidation, dissolution or winding-up of the Partnership. SECTION 17.6 OPTIONAL REDEMPTION A. RIGHT OF OPTIONAL REDEMPTION. The Series C Preferred Units may not be redeemed prior to the fifth (5th) anniversary of the issuance date. On or after such date, the Partnership shall have the right to redeem the Series C Preferred Units, in whole or in part, at any time or from time to time, upon not less than 30 nor more than 60 days written notice, at a redemption price, payable in cash, equal to the Capital Account balance of the holder of Series C Preferred Units (the "SERIES C REDEMPTION PRICE") or, if greater, the original Capital Contribution of such holder plus the current Series C Priority Return, whether or not declared to the relevant date, to the extent not previously distributed; PROVIDED, HOWEVER, that no redemption pursuant to this Section 17.6 will be permitted if the Series C Redemption Price does not equal or exceed the original Capital Contribution of such holder plus the cumulative Series C Priority Return, whether or not declared, to the redemption date to the extent not previously distributed. If fewer than all of the outstanding Series C Preferred Units are to be redeemed, the Series C Preferred Units to be redeemed shall be selected pro rata (as nearly as practicable without creating fractional units). B. LIMITATION ON REDEMPTION. The Partnership may not redeem fewer than all of the outstanding Series C Preferred Units unless all accumulated and unpaid distributions have been paid on all Series C Preferred Units for all quarterly distribution periods terminating on or prior to the date of redemption. C. PROCEDURES FOR REDEMPTION. (i) Notice of redemption will be (a) faxed, and (b) mailed by the Partnership, by certified mail, postage prepaid, not less than 30 nor more than 60 days prior to the redemption date, addressed to the respective holders of record of the Series C Preferred Units at their respective addresses as they appear on the records of the Partnership. No failure to give or defect in such notice shall affect the validity of the proceedings for the redemption of any Series C Preferred Units except as to the holder to whom such notice was defective or not given. In addition to any information required by law, each such notice shall state: (m) the redemption date, (n) the 49 Series C Redemption Price, (o) the aggregate number of Series C Preferred Units to be redeemed and if fewer than all of the outstanding Series C Preferred Units are to be redeemed, the number of Series C Preferred Units to be redeemed held by such holder, which number shall equal such holder's pro rata share (based on the percentage of the aggregate number of outstanding Series C Preferred Units the total number of Series C Preferred Units held by such holder represents) of the aggregate number of Series C Preferred Units to be redeemed, (p) the place or places where such Series C Preferred Units are to be surrendered for payment of the Series C Redemption Price, (q) that distributions on the Series C Preferred Units to be redeemed will cease to accumulate on such redemption date and (r) that payment of the Series C Redemption Price will be made upon presentation and surrender of such Series C Preferred Units and execution and delivery by the holder of Series C Preferred Units of an assignment of Partnership Interest pursuant to which such holder shall assign the Series C Preferred Units to the Partnership, shall represent and warrant that such Series C Preferred Units are unencumbered and not subject to any lien and that such holder has good title to such Series C Preferred Units and that such holder has requisite authority to assign the Series C Preferred Units to the Partnership pursuant to such assignment of Partnership Interest and shall provide such additional representations and warranties and assurances (including opinions of counsel) as shall be reasonably requested by the Partnership; provided that no Series C Preferred Units shall be redeemed by the Partnership unless and until the holder thereof shall have satisfied all of the conditions to such redemption (including, without limitation, the delivery of the foregoing assignment and further assurances). (ii) If the Partnership gives a notice of redemption in respect of Series C Preferred Units (which notice will be irrevocable) then, by 12:00 noon, New York City time, on the redemption date, the Partnership will deposit irrevocably in trust for the benefit of the Series C Preferred Units being redeemed funds sufficient to pay the applicable Series C Redemption Price and will give irrevocable instructions and authority to pay such Series C Redemption Price to the holders of the Series C Preferred Units upon surrender of the Series C Preferred Units by such holders at the place designated in the notice of redemption, the delivery by such holders of the opinions of counsel and future assurances further described in Section 17.6.C(i) hereof, and the execution and delivery by such holders of an assignment as further described in Section 17.6.C(i) hereof. If the Series C Preferred Units are evidenced by a certificate and if fewer than all Series C Preferred Units evidenced by any certificate are being redeemed, a new certificate shall be issued upon surrender of the certificate evidencing all Series C Preferred Units, evidencing the unredeemed Series C Preferred Units without cost to the holder thereof. On and after the date of redemption, distributions will cease to accumulate on the Series C Preferred Units or portions thereof called for redemption, unless the Partnership defaults in the payment thereof. If any date fixed for redemption of Series C Preferred Units is not a Business Day, then payment of the Series C Redemption Price payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date fixed for redemption. If payment of the Series C Redemption Price is improperly withheld or refused and not paid by the Partnership, distributions on such Series C Preferred Units will continue to accumulate from the original redemption date to the date of payment, in which case the actual payment date will be considered the date fixed for redemption for purposes of calculating the applicable Series C Redemption Price. 50 D. The provisions of Section 8.6 of this Agreement do not apply to redemptions undertaken pursuant to this Article XVII. SECTION 17.7 VOTING RIGHTS A. GENERAL. Holders of the Series C Preferred Units will not have any voting rights or right to consent to any matter requiring the consent or approval of the Limited Partners, except as provided in Sections 7.3 and 14.1.C and this Section 17.7. In the event of any inconsistency between any other provision of this Agreement and the provisions of this Section 17.7, the provisions of this Section 17.7 shall control. B. CERTAIN VOTING RIGHTS. So long as any Series C Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series C Preferred Units outstanding at the time: (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking senior to the Series C Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests into any such senior Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such senior Partnership Interests; (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an Affiliate of the Partnership, other than the General Partner Entity to the extent the issuance of such interests was to allow the General Partner Entity to issue corresponding preferred shares to persons who are not Affiliates of the Partnership; or (iii) either (A) consolidate, merge into or with, or (other than in a manner which results in a liquidation of the Partnership and the distributions provided for in Section 17.5 hereof (which distributions must be in the form of Series C Preferred Shares at any time prior to the fifth (5th) anniversary of the date hereof)) convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or (B) amend, alter or repeal the provisions of the Agreement, whether by merger, consolidation or otherwise, that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series C Preferred Units or the holders thereof; PROVIDED, HOWEVER, that with respect to the occurrence of a merger, consolidation or a sale or lease of all of the Partnership's assets as an entirety, so long as (l) the Partnership is the surviving entity and the Series C Preferred Units remain outstanding with the terms thereof unchanged, or (2) the resulting, surviving or transferee entity is a partnership, limited liability company or other pass-through entity organized under the laws of any state and substitutes for the Series C Preferred Units other interests in such entity having substantially the same terms and rights as the Series C Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series C Preferred Units (and shall not require the vote or consent of any of the holders of the Series C Preferred Units); and PROVIDED FURTHER that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests, in each case ranking (y) junior to the Series C Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up, or (z) on a parity to the Series C Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up to the extent such Partnership Interests are not issued to an affiliate of the Partnership, other than the General Partner Entity to the extent the issuance of such interests was to allow the General Partner Entity to issue corresponding 51 preferred shares to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers (and shall not require the vote or consent of any of the holders of the Series C Preferred Units). SECTION 17.8 TRANSFER RESTRICTIONS The Series C Preferred Units shall be subject to the provisions of Article XI of the Agreement, as amended by this Amendment. SECTION 17.9 EXCHANGE RIGHTS A. RIGHT TO EXCHANGE. (i) Series C Preferred Units will be exchangeable in whole or in part at anytime on or after the tenth (10th) anniversary of the date of issuance, at the option of the holders thereof, for authorized but previously unissued shares of 8.25% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest of the General Partner Entity (the "SERIES C PREFERRED SHARES") at an exchange rate of one share of Series C Preferred Shares for one Series C Preferred Unit, subject to adjustment as described below (the "SERIES C EXCHANGE PRICE"), provided that the Series C Preferred Units will become exchangeable at any time, in whole or in part, at the option of the holders of Series C Preferred Units for Series C Preferred Shares if (x) at any time full distributions shall not have been timely made on any Series C Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series C Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series C Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, (y) upon receipt by a holder or holders of Series C Preferred Units of (1) notice from the General Partner that the General Partner or the General Partner Entity has taken the position that the Partnership is, or upon the occurrence of a defined event in the immediate future will be, a PTP and (2) an opinion rendered by an outside nationally recognized independent legal counsel reasonably acceptable to the General Partner familiar with such matters addressed to a holder or holders of Series C Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event that shall occur in the immediate future will be or likely will be, a PTP, or (z) the Partnership Net Asset Value of the Partnership in any fiscal quarter of the Partnership is less than $200,000,000. In addition, the Series C Preferred Units may be exchanged for Series C Preferred Shares, in whole or in part, at the option any holder prior to the tenth (10th) anniversary of the issuance date and after the third (3rd) anniversary thereof if such holder of a Series C Preferred Units shall deliver to the General Partner either (i) a private letter ruling issued by the Internal Revenue Service and addressed to such holder of Series C Preferred Units or (ii) an opinion of independent legal counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that an exchange of the Series C Preferred Units at such earlier time would not cause the Series C Preferred Units to be considered "stock and securities" within the meaning of section 351(e) of the Code for purposes of determining whether the holder of such Series C Preferred Units is an "investment company" under section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series C Preferred Units may be exchanged in whole but not in part by any holder thereof which is a real estate investment trust within the meaning of Sections 856 through 859 of the Code for Series C Preferred 52 Shares (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under Article Nineteen of the Declaration of Trust of the General Partner Entity (taking into account exceptions thereto)) if at any time, (i) the Partnership reasonably determines that the assets and income of the Partnership for a taxable year after 1999 would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code or (ii) any such holder of Series C Preferred Units shall deliver to the Partnership and the General Partner Entity an opinion of independent counsel reasonably acceptable to the General Partner Entity to the effect that, based on the assets and income of the Partnership for a taxable year after 1999, the Partnership would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code and that such failure would create a meaningful risk that a holder of the Series C Preferred Units would fail to maintain qualification as a real estate investment trust. In addition, if the holder of the Series C Preferred Units is an entity other than a real estate investment trust within the meaning of Sections 856 through 859 of the Code, the Series C Preferred Units may be exchanged in whole but not in part by such holder for Series C Preferred Shares (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under Article Nineteen of the Declaration of Trust of the General Partner Entity) if at any time, both (I) the holder thereof concludes based on results or projected results that there exists (in the reasonable judgment of the holder) an imminent and substantial risk that the holder's interest in the Partnership does or will represent more than 19.5% of the total profits or capital interests in the Partnership (determined in accordance with Treasury Regulations Section 1.731-2(e)(4)) for a taxable year, and (II) the holder delivers to the General Partner an opinion of nationally recognized independent counsel to the effect that there is an imminent and substantial risk that the holder's interest in the Partnership does or will represent more than 19.5% of the total profits or capital interests in the Partnership (determined in accordance with Treasury Regulations Section 1.731-2(e)(4)) for a taxable year. (ii) Notwithstanding anything to the contrary set forth in Section 17.9.A(i), if a Series C Exchange Notice (as hereinafter defined) has been delivered to the General Partner, then the General Partner may, at its option, elect to redeem or cause the Partnership to redeem all or a portion of the Series C Preferred Units which are subject to such Series C Exchange Notice for cash in an amount equal to the original Capital Contribution per Series C Preferred Unit and all accrued and unpaid distributions thereon to the date of redemption. The General Partner may exercise its option to redeem the Series C Preferred Units for cash pursuant to this Section 17.9.A(ii) by giving each holder which tendered its Series C Preferred Units pursuant to such Series C Exchange Notice, notice of its election to redeem for cash, within five (5) Business Days after receipt of the Series C Exchange Notice, by (m) fax, and (n) registered mail, postage paid, at the address of each such holder as it may appear on the records of the Partnership stating (A) the redemption date, which shall be no later than sixty (60) days following the receipt of the Series C Exchange Notice, (B) the Series C Redemption Price, (C) the place or places where the Series C Preferred Units are to be surrendered for payment of the Series C Redemption Price, (D) that distributions on the Series C Preferred Units will cease to accrue on such redemption date; (E) that payment of the Series C Redemption Price will be made upon presentation and surrender of the Series C Preferred Units and (F) the aggregate number of Series C Preferred Units to be redeemed, and if fewer than all of the outstanding Series C Preferred Units are to be redeemed, the number of Series C Preferred Units to be redeemed held by such holder, which number shall equal such 53 holder's pro-rata share (based on the percentage of the aggregate number of outstanding Series C Preferred Units the total number of Series C Preferred Units held by such holder represents) of the aggregate number of Series C Preferred Units being redeemed. (iii) In the event an exchange of all or a portion of Series C Preferred Units pursuant to SECTION 17.9.A(I) would violate the provisions on ownership limitation of the C Preferred Shares set forth in Article Nineteen of the Declaration of Trust with respect to the Series C Preferred Shares, the General Partner shall give written notice thereof to each holder of record of Series C Preferred Units, within fifteen (15) Business Days following receipt of the Series C Exchange Notice, by (m) fax, and (n) registered mail, postage prepaid, at the address of each such holder set forth in the records of the Partnership. In such event, each holder of Series C Preferred Units shall be entitled to exchange, pursuant to the provision of Section 17.9.B, a number of Series C Preferred Units which would comply with the provisions on the ownership limitation of the C Preferred Shares set forth in such Article Nineteen and any Series C Preferred Units not so exchanged (the "EXCESS SERIES C UNITS") shall be redeemed by the Partnership for cash in an amount equal to the original Capital Contribution per Excess Unit, plus any accrued and unpaid distributions thereon, whether or not declared, to the date of redemption. The written notice of the C Preferred Shares shall state (A) the number of Excess Series C Units held by such holder, (B) the Series C Redemption Price of the Excess Series C Units, (C) the date on which such Excess Series C Units shall be redeemed, which date shall be no later than sixty (60) days following the receipt of the Series C Exchange Notice, (D) the place or places where such Excess Series C Units are to be surrendered for payment of the Series C Redemption Price, (E) that distributions on the Excess Series C Units will cease to accrue on such redemption date, and (F) that payment of the Series C Redemption Price will be made upon presentation and surrender of such Excess Series C Units. In the event an exchange may, in the reasonable judgment of the General Partner, result in Excess Series C Units, as a condition to such exchange, each holder of such units agrees to provide representations and covenants reasonably requested by the General Partner relating to (1) the widely held nature of the interests in such holder, sufficient to assure the General Partner that the holder's ownership of the Series C Preferred Shares (without regard to the limits described above) will not cause any individual to own in excess of 9.8% in value of all shares of beneficial interest of the General Partner Entity; and (2) to the extent such holder can so represent and covenant without obtaining information from its owners, the holder's ownership of tenants of the Partnership and its affiliates. Each holder shall provide the General Partner with any reasonably requested information which the General Partner shall require in order to determine whether an exchange of all or any portion of the Series C Preferred Units pursuant to Section 17.9.A(i) hereof would violate the limitations on ownership set forth in the Declaration of Trust; provided that General Partner only shall be entitled to such information from such holder to the extent that such holder has such information reasonably available. To the extent that the General Partner requests any such information during the fifteen (15) Business Day period referenced in the first sentence of this Section 17.9.A(iii) and the holder shall fail to provide such information during such fifteen (15) Business Day period, such period shall be extended to the date that is three (3) Business Days following the delivery by the holder of such information to the General Partner. (iv) The redemption of Series C Preferred Units described in Section 17.9.A(ii) and (iii) shall be subject to the provisions of Section 17.6.B(i) and Section 17.6.C(ii); PROVIDED, HOWEVER, that the term "Series C Redemption Price" in such Sections shall be read to mean the original Capital Contribution per Series C Preferred Unit being redeemed plus all accrued and unpaid distributions to the redemption date. 54 B. PROCEDURE FOR EXCHANGE. (i) Any exchange shall be exercised pursuant to a notice of exchange (the "SERIES C EXCHANGE NOTICE") delivered to the General Partner by the holder who is exercising such exchange right, by (a) fax and (b) by certified mail postage prepaid. The exchange of Series C Preferred Units, or a specified portion thereof, may be effected after the fifth (5th) Business Day following the expiration of the fifteen (15) day period further described in the first sentence of Section 17.9.A(iii), by delivering certificates, if any, representing such Series C Preferred Units to be exchanged together with written notice of exchange and an assignment of such Series C Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof to the office of the General Partner maintained for such purpose. Currently, such office is Three Greenway Plaza, Suite 1300, Houston, Texas 77046. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series C Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series C Exchange Price shall have been paid. Any Series C Preferred Shares issued pursuant to this Section 17.9 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Declaration of Trust, the Bylaws of the General Partner Entity, the Securities Act and relevant state securities or blue sky laws. (ii) In the event of an exchange of Series C Preferred Units for Series C Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series C Preferred Units tendered for exchange shall (a) accrue on the shares of the Series C Preferred Shares into which such Series C Preferred Units are exchanged, and (b) continue to accrue on such Series C Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series C Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C Preferred Unit that was validly exchanged into Series C Preferred Shares pursuant to this section (other than the General Partner now holding such Series C Preferred Unit), receive any cash distribution from the Partnership, if such holder, after exchange, is entitled to receive a cash distribution with respect to the Series C Preferred Shares for which such Series C Preferred Unit was exchanged or redeemed. (iii) Fractional shares of Series C Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series C Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Directors of the General Partner. C. ADJUSTMENT OF SERIES C EXCHANGE PRICE. (i) The Series C Exchange Price is subject to adjustment upon certain events, including (a) subdivisions, combinations and reclassification of the Series C Preferred Shares, and (b) distributions to all holders of Series C Preferred Shares of evidence of indebtedness of the General Partner Entity or assets (including securities, but excluding dividends and distributions paid in cash out of equity applicable to Series C Preferred Shares). 55 (ii) In case the General Partner Entity shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of the General Partner Entity's capital shares or sale of all or substantially all of the General Partner Entity's assets), in each case as a result of which the Series C Preferred Shares will be converted into the right to receive shares of capital shares, other securities or other property (including cash or any combination thereof), each Series C Preferred Unit will thereafter be exchangeable into the kind and amount of shares of capital shares and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of shares of Series C Preferred Shares or fraction thereof into which one Series C Preferred Unit was exchangeable immediately prior to such transaction. The General Partner Entity may not become a party to any such transaction unless the terms thereof are consistent with the foregoing. In addition, so long as either Series C Preferred Partner, or any of their permitted successors or assigns, hold any Series C Preferred Units, the General Partner Entity shall not, without the affirmative vote of the holders of at least two-thirds of the Series C Preferred Units outstanding at the time: (a) designate or create, or increase the authorized or issued amount of, any class or series of shares ranking prior to the Series C Preferred Shares with respect to the payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any authorized shares of the General Partner Entity into any such shares, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such shares; (b) designate or create, or increase the authorized or issued amount of, any Parity Preferred Shares or reclassify any authorized shares of the General Partner Entity into any such shares, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such shares, but only to the extent that such Parity Preferred Shares are issued to an Affiliate of the General Partner Entity; (c) amend, alter or repeal the provisions of the Declaration of Trust (including the Series C Designation) or bylaws of the General Partner Entity, whether by merger, consolidation or otherwise, that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series C Preferred Shares or the holders of the Series C Preferred Shares or the Series C Preferred Units; PROVIDED, HOWEVER, that any increase in the amount of authorized preferred shares of beneficial interest of the General Partner Entity ("PREFERRED SHARES") or the creation or issuance of any other series or class of Preferred Shares, or any increase in the amount of authorized shares of each class or series, in each case ranking either (1) junior to the Series C Preferred Shares with respect to the payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up, or (2) on a parity with the Series C Preferred Shares with respect to the payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up to the extent such Preferred Shares are not issued to an Affiliate of the General Partner Entity, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers. SECTION 17.10 NO CONVERSION RIGHTS The holders of the Series C Preferred Units shall not have any rights to convert such shares into shares of any other class or series of shares or into any other securities of, or interest in, the Partnership. SECTION 17.11 NO SINKING FUND No sinking fund shall be established for the retirement or redemption of Series C Preferred Units." 56 11. EXHIBIT B, PARAGRAPH 3. The words "and XVII" are inserted after the word "XVI" in Paragraph 3 of Exhibit B of the Agreement. 12. EXHIBIT A. The Agreement is hereby amended by adding to Exhibit A of said Agreement the addendum to Exhibit A presently attached hereto and made a part hereof, so that all references to "Exhibit A" in the Agreement shall be deemed to be references to Exhibit A which shall include the addendum to Exhibit A attached hereto. 13. FULL FORCE AND EFFECT. Except as amended by the provisions hereof, the Agreement, as previously amended, shall remain in full force and effect in accordance with its terms and is hereby ratified, confirmed and reaffirmed by the undersigned for all purposes and in all respects. 14. SUCCESSORS/ASSIGNS. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto, their respective legal representatives, successors and assigns. 15. COUNTERPARTS. This Amendment may be executed in counterparts, all of which together shall constitute one agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. (SPACE LEFT INTENTIONALLY BLANK) 57 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above. GENERAL PARTNER: CPT-GP, INC. By:_____________________________________________ Name: Title: CAMDEN PROPERTY TRUST, for purposes of Sections 8.5.C, 17.5.A and 17.9 By:_____________________________________________ Name: Title: ***SIGNATURES CONTINUED ON NEXT PAGE*** 58 ADDITIONAL LIMITED PARTNERS: EDGEWATER EQUITY, INC. By:_____________________________________________ Name:___________________________________________ Title:__________________________________________ EDGEWATER EQUITY PARTNERS, L.P. By: WSW Capital, Inc., its general partner By:_______________________________________ Name:_____________________________________ Title:____________________________________ 59 EXHIBIT A Series C Preferred NAME AND ADDRESS OF PARTNERS: UNITS - ----------------------------- ------------ LIMITED PARTNERS: Edgewater Equity, Inc. 200,000 c/o DLJ Asset Management Group 277 Park Avenue New York, New York 10172 Attention: Peter Gaudet Edgewater Equity Partners, L.P. 320,000 c/o DLJ Asset Management Group 277 Park Avenue New York, New York 10172 Attention: Peter Gaudet TOTAL 520,000 ============ EX-10.16 6 THIRD AMENDMENT TO THIRD AMENDED 60 EXHIBIT 10.16 FORM OF THIRD AMENDMENT TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CAMDEN OPERATING, L.P. THIS THIRD AMENDMENT TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CAMDEN OPERATING, L.P. (this "AMENDMENT") is entered into as of September 7, 1999, by and between CPT-GP, Inc. ("GENERAL PARTNER"), a Delaware corporation and a wholly owned subsidiary of Camden USA, Inc. ("CAMDEN USA"), a Delaware corporation, a wholly owned subsidiary of Camden Property Trust ("CPT" or the "GENERAL PARTNER ENTITY"), a Texas real estate investment trust, as the general partner of Camden Operating, L.P., a Delaware limited partnership (the "PARTNERSHIP") and Edgewater Equity, Inc., a Delaware corporation ("EDGEWATER, INC.") and Edgewater Equity Partners, L.P., a Delaware limited partnership ("EDGEWATER, L.P."). RECITALS WHEREAS, the signatories hereto desire to amend that certain Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of April 15, 1997, as amended by that certain (i) First Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of February 23, 1999, and (ii) Second Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of August 13, 1999 (collectively, as amended, the "AGREEMENT") as set forth herein; any terms capitalized herein but not defined herein having the definitions therefor set forth in the Agreement; WHEREAS, as of August 13, 1999 (a) Edgewater, Inc. contributed $5,000,000 to the Partnership in exchange for the issuance by the Partnership to Edgewater, Inc. of 200,000 Series C Preferred Units, and (b) Edgewater, L.P. contributed $8,000,000 to the Partnership in exchange for the issuance by the Partnership to Edgewater, L.P. of 320,000 Series C Preferred Units. In connection therewith, inter alia, Edgewater, Inc. and Edgewater, L.P. were each admitted to the Partnership, effective, as of August 13, 1999, as an Additional Limited Partner; and WHEREAS, as of the date hereof, Edgewater, L.P. has made an additional contribution to the Partnership in the sum of $22,500,000 in exchange for the issuance by the Partnership to Edgewater, L.P. of an additional 900,000 Series C Preferred Units. NOW, THEREFORE, in consideration of the foregoing, of the mutual promises set forth herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree to continue the Partnership and amend the Agreement as follows: 61 1. UNITS. As of the date hereof, Edgewater, L.P. has contributed $22,500,000 to the Partnership in exchange for the issuance to Edgewater, L.P. of 900,000 Series C Preferred Units. As of the date hereof, Edgewater, L.P. is the holder of a total of 1,220,000 Series C Preferred Units and by execution of this Amendment, Edgewater, L.P. has agreed to be bound by all of the terms and conditions of the Agreement, as amended hereby. 2. DEFINITIONS. (a) Article I of the Agreement is hereby amended by the deletion of the definition of "Series C Preferred Contribution Agreement" in its entirety and its replacement with the following: "SERIES C PREFERRED CONTRIBUTION AGREEMENT" means, collectively, that certain (i) Contribution Agreement, dated as of August 13, 1999, by and among, Edgewater Equity, Inc., CPT and the Partnership, (ii) Contribution Agreement, dated as of August 13, 1999, by and among, Edgewater Equity Partners, L.P., CPT and the Partnership, and (iii) Contribution Agreement, dated as of the date hereof, by and among, Edgewater Equity Partners, L.P., CPT and the Partnership. (b) The term "SERIES C DESIGNATION" shall mean the Series C Designation, as amended by that certain First Amendment to Statement of Designation of Series C Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest of Camden Property Trust, dated the date hereof, by the General Partner Entity. 3. AMENDMENT TO ARTICLE XVII. The second sentence of Section 17.2 is hereby deleted in its entirety and replaced with the following: "The number of Series C Preferred Units shall be 1,420,000." 4. EXHIBIT A. The Agreement is hereby amended by adding to Exhibit A of said Agreement the addendum to Exhibit A presently attached hereto and made a part hereof, so that all references to "Exhibit A" in the Agreement shall be deemed to be references to Exhibit A which shall include the addendum to Exhibit A attached hereto. 5. FULL FORCE AND EFFECT. Except as amended by the provisions hereof, the Agreement, as previously amended, shall remain in full force and effect in accordance with its terms and is hereby ratified, confirmed and reaffirmed by the undersigned for all purposes and in all respects. 6. BINDING. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto, their respective legal representatives, successors and assigns. 62 7. COUNTERPARTS. This Amendment may be executed in counterparts, all of which together shall constitute one agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. (SPACE LEFT INTENTIONALLY BLANK) 63 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above. GENERAL PARTNER CPT-GP, INC. By:_____________________________________ Name:___________________________________ Title:__________________________________ GENERAL PARTNER ENTITY CAMDEN PROPERTY TRUST By:_____________________________________ Name:___________________________________ Title:__________________________________ (SIGNATURES CONTINUED ON NEXT PAGE) 64 LIMITED PARTNERS EDGEWATER EQUITY, INC. By:_____________________________________ Name:___________________________________ Title:__________________________________ EDGEWATER EQUITY PARTNERS, L.P. By: WSW Capital, Inc., its general partner By:_____________________________________ Name:___________________________________ Title:__________________________________ 65 ADDENDUM TO EXHIBIT A SERIES C PREFERRED NAME AND ADDRESS OF PARTNER: UNITS LIMITED PARTNER: Edgewater Equity Partners, L.P. 900,000 c/o DLJ Asset Management Group 277 Park Avenue New York, New York 10172 Attention: Peter Gaudet _____________________________________________________________ TOTAL 900,000 ======= EX-10.17 7 FOURTH AMENDMENT TO THIRD AMENDED 66 EXHIBIT 10.17 FORM OF FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CAMDEN OPERATING, L.P. THIS FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CAMDEN OPERATING, L.P. (this "AMENDMENT") is entered into as of January 7, 2000, by and between CPT-GP, Inc. ("GENERAL PARTNER"), a Delaware corporation and a wholly owned subsidiary of Camden USA, Inc. ("CAMDEN USA"), a Delaware corporation, a wholly owned subsidiary of Camden Property Trust ("CPT" or the "GENERAL PARTNER ENTITY"), a Texas real estate investment trust, as the general partner of Camden Operating, L.P., a Delaware limited partnership (the "PARTNERSHIP") and Edgewater Equity, Inc., a Delaware corporation ("EDGEWATER, INC.") and Edgewater Equity Partners, L.P., a Delaware limited partnership ("EDGEWATER, L.P."). RECITALS WHEREAS, the signatories hereto desire to amend that certain Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of April 15, 1997, as amended by that certain (i) First Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of February 23, 1999, (ii) Second Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of August 13, 1999, and (iii) Third Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of September 7, 1999 (collectively, as amended, the "AGREEMENT") as set forth herein; any terms capitalized herein but not defined herein having the definitions therefor set forth in the Agreement; WHEREAS, as of August 13, 1999 (a) Edgewater, Inc. contributed $5,000,000 to the Partnership in exchange for the issuance by the Partnership to Edgewater, Inc. of 200,000 Series C Preferred Units, and (b) Edgewater, L.P. contributed $8,000,000 to the Partnership in exchange for the issuance by the Partnership to Edgewater, L.P. of 320,000 Series C Preferred Units. In connection therewith, inter alia, Edgewater, Inc. and Edgewater, L.P. were each admitted to the Partnership, effective, as of August 13, 1999, as an Additional Limited Partner; and WHEREAS, as of September 7, 1999, Edgewater, L.P. made an additional contribution to the Partnership in the sum of $22,500,000 in exchange for the issuance by the Partnership to Edgewater, L.P. of an additional 900,000 Series C Preferred Units. WHEREAS, as of the date hereof, Edgewater, L.P. has made an additional contribution to the Partnership in the sum of $17,500,000 in exchange for the issuance by the Partnership to Edgewater, L.P. of an additional 700,000 Series C Preferred Units. NOW, THEREFORE, in consideration of the foregoing, of the mutual promises set forth herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree to continue the Partnership and amend the Agreement as follows: 67 1. UNITS. As of the date hereof, Edgewater, L.P. has contributed $17,500,000 to the Partnership in exchange for the issuance to Edgewater, L.P. of 700,000 Series C Preferred Units. As of the date hereof, Edgewater, L.P. is the holder of a total of 1,920,000 Series C Preferred Units and by execution of this Amendment, Edgewater, L.P. has agreed to be bound by all of the terms and conditions of the Agreement, as amended hereby. 2. DEFINITIONS. (a) Article I of the Agreement is hereby amended by the deletion of the definition of "Series C Preferred Contribution Agreement" in its entirety and its replacement with the following: "SERIES C PREFERRED CONTRIBUTION AGREEMENT" means, collectively, that certain (i) Contribution Agreement, dated as of August 13, 1999, by and among, Edgewater Equity, Inc., CPT and the Partnership, (ii) Contribution Agreement, dated as of August 13, 1999, by and among, Edgewater Equity Partners, L.P., CPT and the Partnership, (iii) Contribution Agreement, dated as of September 7, 1999, by and among, Edgewater Equity Partners, L.P., CPT and the Partnership, and (iv) Contribution Agreement, dated as of January 7, 2000, by and among, Edgewater Equity Partners, L.P., CPT and the Partnership (b) The term "SERIES C DESIGNATION" shall mean the Series C Designation, as amended by that certain (i) First Amendment to Statement of Designation of Series C Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest of Camden Property Trust, dated as of September 7, 1999, by the General Partner Entity, and (ii) Second Amendment to Statement of Designation of Series C Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest of Camden Property Trust, dated as of January 7, 2000, by the General Partner Entity. 3. AMENDMENT TO ARTICLE XVII. The second sentence of Section 17.2 is hereby deleted in its entirety and replaced with the following: "The number of Series C Preferred Units shall be 2,120,000." 4. EXHIBIT A. The Agreement is hereby amended by adding to Exhibit A of said Agreement the addendum to Exhibit A presently attached hereto and made a part hereof, so that all references to "Exhibit A" in the Agreement shall be deemed to be references to Exhibit A which shall include the addendum to Exhibit A attached hereto. 5. FULL FORCE AND EFFECT. Except as amended by the provisions hereof, the Agreement, as previously amended, shall remain in full force and effect in accordance with its terms and is hereby ratified, confirmed and reaffirmed by the undersigned for all purposes and in all respects. 6. BINDING. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto, their respective legal representatives, successors and assigns. 7. COUNTERPARTS. This Amendment may be executed in counterparts, all of which together shall constitute one agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. 68 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above. GENERAL PARTNER CPT-GP, INC. By:_____________________________________ Name: Title: GENERAL PARTNER ENTITY CAMDEN PROPERTY TRUST By:_____________________________________ Name: Title: (SIGNATURES CONTINUED ON NEXT PAGE) 69 LIMITED PARTNERS EDGEWATER EQUITY, INC. By:__________________________________________ Name:________________________________________ Title:_______________________________________ EDGEWATER EQUITY PARTNERS, L.P. By: WSW Capital, Inc., its general partner By:_____________________________________ Name:___________________________________ Title:__________________________________ 70 ADDENDUM TO EXHIBIT A SERIES C PREFERRED NAME AND ADDRESS OF PARTNER: UNITS LIMITED PARTNER: Edgewater Equity Partners, L.P. 700,000 c/o DLJ Asset Management Group 277 Park Avenue New York, New York 10172 Attention: Peter Gaudet ________________________________________________________ TOTAL 700,000 ======= EX-10.18 8 AMENDED AND RESTATED 1993 SHARE INCENTIVE PLAN 71 EXHIBIT 10.18 AMENDED AND RESTATED 1993 SHARE INCENTIVE PLAN OF CAMDEN PROPERTY TRUST 1. PURPOSE. The purpose of this Plan is to benefit the Company's shareholders by encouraging high levels of performance by individuals who are key to the success of the Company and to enable the Company to attract, motivate and retain talented and experienced individuals essential to its continued success. This is to be accomplished by providing such individuals an opportunity to obtain or increase their proprietary interest in the Company's performance and by providing such individuals with additional incentives to remain with the Company. 2. DEFINITIONS. The following terms, as used herein, shall have the meaning specified: "Additional Base Shares" shall have the meaning set forth in Section 9(a). "Additional Bonus Shares" shall have the meaning set forth in Section 9(a). "Affiliate" means (i) any corporation more than 50% of whose stock having general voting power is owned is by the Company or by another Affiliate of the Company and (ii) the Special Subsidiary. "Alternative Rights" shall have the meaning set forth in Section 6(a)(2). "Amendment Date" shall mean February 13, 1998. "Award" means an award granted pursuant to Section 6 hereof. "Base Shares" shall have the meaning set forth in Section 9(a). "Board" means the Board of Trust Managers of the Company as it may be comprised from time to time. "Bonus Shares" shall have the meaning set forth in Section 9(a). "Change in Control" shall have the meaning set forth in Section 8. "Code" means the Internal Revenue Code of 1986, as amended from time to time. "Committee" means the Committee as defined in Section 3. "Company" means Camden Property Trust. "Conjunctive Rights" shall have the meaning set forth in Section 6(a)(2). "Consummation Date" means July 29, 1993. 72 "Director" means any person who shall from time to time serve as a member of the board of directors of any Affiliate. "Election Date" shall mean the date an Independent Trust Manager is first elected to the Board of Trust Managers. "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time. "Fair Market Value" means the closing price of the relevant security as reported on the composite tape of New York Stock Exchange issues (or such other reporting system as shall be selected by the Committee) on the relevant date, or if no sale of the security is reported for such date, the next following day for which there is a reported sale. The Committee shall determine the Fair Market Value of any security that is not publicly traded, using such criteria as it shall determine, in its sole discretion, to be appropriate for such valuation. "Incentive Exchange Right" shall have the meaning set forth in Section 9(a). "Incentive Payment" shall have the meaning set forth in Section 9(a). "Independent Trust Manager" means any Trust Manager who is not also an employee of the Company or any Affiliate; provided, that a Trust Manager who is a director or Trust Manager or a consultant, or both, but is not an employee also shall be an "Independent Trust Manager." "Initial Public Offering Price" means $22.00 per Share. "Insider" means any person who is subject to Section 16 of the Exchange Act. "ISO" means an incentive stock option within the meaning of Section 422 of the Code. "Limited Rights" shall have the meaning set forth in Section 6(d). "Option" means any option granted pursuant to Sections 6(a)(1) or (2) "Participant" means any person who has been granted an Award pursuant to this Plan. "Performance Share Award" shall have the meaning set forth in Section 6(c). "Performance Unit" shall have the meaning set forth in Section 6(c). "Reload Option" shall have the meaning set forth in Section 6(a)(7). "Restricted Shares" means the Shares issued as a result of a Restricted Share Award. "Restricted Share Award" means a grant of the right to purchase Shares pursuant to Section 6(b) hereof. Such Shares, when and if issued, shall be subject to such transfer restrictions and risk of forfeiture as the Committee shall determine at the time the Award is granted, until such specific conditions are met. Such conditions may be based on continuing employment or achievement of pre-established performance objectives, or both. "Rights" shall have the meaning set forth in Section 6(a)(2). 73 "Section 16" means Section 16 of the Exchange Act or any successor regulation and the rules promulgated thereunder by the Securities and Exchange Commission, as they may be amended from time to time. "Shares" means the common shares of beneficial interest of the Company, par value $.01 per share. "Special Subsidiary" means Apartment Connection, Inc. "Spread" means (i) with respect to Conjunctive Rights and Alternative Rights, the excess of the Fair Market Value of one Share on the date of exercise of such Rights over the purchase price per Share payable under the related Option and (ii) with respect to Rights not granted in connection with an Option, the excess of the Fair Market Value of one Share on the date of exercise of such Rights over the Fair Market Value of one Share on the date such Rights were granted. "Texas Act" shall mean the Texas Real Estate Investment Trust Act, as amended from time to time. "Trust Manager" means any person who shall from time to time be a member of the Board of Trust Managers of the Company. 3. ADMINISTRATION AND INTERPRETATION. (a) ADMINISTRATION. The Plan shall be administered by a Committee which shall consist of two or more Independent Trust Managers, each of whom shall be a "non-employee director" within the meaning of Rule 16b 3(b)(3)(i) of the Exchange Act and an "outside director" within the meaning of Section 162(m) of the Code and the regulations promulgated thereunder. The Board may from time to time remove and appoint members of the Committee in substitution for, or in addition to, members previously appointed and may fill vacancies, however caused, in the Committee. The Committee may prescribe, amend and rescind rules and regulations for administration of the Plan and shall have full power and authority to construe and interpret the Plan. A majority of the members of the Committee shall constitute a quorum, and the act of a majority of the members present at a meeting or the acts of a majority of the members evidenced in writing shall be the acts of the Committee. The Committee may correct any defect or any omission or reconcile any inconsistency in the Plan or in any Award or grant made hereunder in the manner and to the extent it shall deem desirable. The Committee shall have the full and exclusive right to grant all Awards under this Plan, which may be Options, Rights, Limited Rights, Restricted Share Awards, Dividend Equivalent Rights, Performance Units and Performance Share Awards. In granting Awards, the Committee shall take into consideration the contribution the individual has made or may make to the success of the Company or its Affiliates and such other factors as the Committee shall determine. The Committee shall periodically determine the Participants in the Plan and the nature, amount, pricing, time, and other terms of Awards to be made to such individuals, subject to the other terms and provisions of the Plan. The Committee shall also have the authority to consult with and receive recommendations from officers and other individuals of the Company and its Affiliates with regard to these matters. In no event shall any individual, his legal representative, heirs, legatees, distributees, or successors have any right to participate in the Plan except to such extent, if any, as the Committee shall determine. The Committee may from time to time in granting Awards under the Plan prescribe such other terms and conditions concerning such Awards as it deems appropriate, including, without limitation, the achievement of specific goals established by the Committee, provided that such terms and conditions are not more favorable to any individual than those expressly set forth in the Plan. 74 The Committee may delegate to the officers of or individuals associated with the Company the authority to execute and deliver such instruments and documents, to do all such acts and things, and to take all such other steps deemed necessary, advisable or convenient for the effective administration of the Plan in accordance with its terms and purpose, except that the Committee may not delegate any discretionary authority with respect to substantive decisions or functions regarding the Plan or Awards thereunder as these relate to Insiders, including but not limited to decisions regarding the timing, eligibility, pricing, amount or other material term of such Awards. (b) INTERPRETATION. The Committee shall have the power to interpret and administer the Plan. All questions of interpretation with respect to the Plan, the number of Shares or other security, Rights, or units granted, and the terms of any Award shall be determined by the Committee and its determination shall be final and conclusive upon all parties in interest. In the event of any conflict between an Award and this Plan, the terms of this Plan shall govern. It is the intent of the Company that this Plan and Awards hereunder satisfy and be interpreted in a manner that, in the case of participants who are or may be Insiders, satisfies the applicable requirements of Rule 16b-3 of the Exchange Act, so that such persons will be entitled to the benefits of Rule 16b-3 or other exemptive rules under Section 16 and will not be subjected to liability thereunder. If any provision of this Plan or of any Award would otherwise frustrate or conflict with the intent expressed in this Section 3(b), that provision to the extent possible shall be interpreted and deemed amended so as to avoid such conflict. To the extent of any remaining irreconcilable conflict with such intent, the provision shall be deemed void as applicable to insiders. 75 (c) LIMITATION ON LIABILITY. Neither the Committee nor any member thereof shall be liable for any act, omission, interpretation, construction or determination made in connection with the Plan in good faith, and the members of the Committee shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including counsel fees) arising therefrom to the full extent permitted by law. The members of the Committee shall be named as insureds under any directors and officers (or similar) liability insurance coverage which the Company may have in effect from time to time. 4. ELIGIBILITY. The class of persons who are potential recipients of Awards granted under this Plan consist of the (i) Independent Trust Managers, (ii) directors of Affiliates, (iii) key employees of the Company or any Affiliate, and (iv) consultants to the Company or any Affiliate, in each case (other than in the case of clause (i)), as determined by the Committee from time to time. The Independent Trust Managers, directors, key employees and consultants to whom Awards are granted under this Plan, and the number of Shares subject to each such Award, shall be determined by the Committee in its sole discretion, subject, however, to the terms and conditions of this Plan. Persons to whom Awards may be granted include key employees, consultants and directors who are also Trust Managers. No Award may be granted to an Independent Trust Manager other than in accordance with Section 6(b)(5). 5. SHARES SUBJECT TO GRANTS UNDER THE PLAN. (a) LIMITATION ON NUMBER OF SHARES. The Shares subject to grants of Awards shall be authorized but unissued Shares, and such Shares, if any, held as "treasury stock" by the Company. Subject to adjustment as hereinafter provided, the aggregate number of Shares as which Awards may be granted under the Plan shall not exceed 10% of the total number of Shares outstanding at any time. Shares ceasing to be subject to an Award because of the exercise of an Option or Right or the vesting of an Award shall no longer be subject to any further grant under the Plan. However, if any outstanding Option or Right, in whole or in part, expires or terminates unexercised or is canceled or if any Award, in whole or in part, expires or is terminated or forfeited, for any reason prior to May 27, 2003, the Shares allocable to the unexercised, terminated, canceled or forfeited portion of such Award may again be made the subject of grants under the Plan; provided, however, that if the Participant receives the benefits of ownership of any Shares (which includes the receipt of dividends, but does not include the right to vote such Shares), such Shares may not again be made the subject of grants under the Plan and provided, further, that with respect to any Option or Rights granted to any Participant who is a "covered person" as defined in Section 162(m) of the Code and the regulations promulgated thereunder that is canceled, the number of Shares subject to such Option and/or Rights shall continue to count against the maximum number of Shares which may be the subject of Options and for Rights granted to such Participant. 76 For the purposes of computing the total number of Shares granted under the Plan, the following rules shall apply to Awards payable in Shares or other securities, where appropriate: (i) except as provided in (v) of this Section, each Option shall be deemed to be the equivalent of the maximum number of Shares that may be issued upon exercise of the particular Option; (ii) except as provided in (v) of this Section, each other Share-based Award payable in some other security shall be deemed to be equal to the number of Shares to which it relates; (iii) except as provided in (v) of this Section, where the number of Shares available under the Award is variable on the date it is granted, the number of Shares shall be deemed to be the maximum number of Shares that could be received under that particular Award; (iv) where Alternative Rights are granted in connection with an Option, only the number of Shares subject to the Option shall be counted, and any Shares as to which such Option is canceled due to the exercise of such Alternative Rights shall not again be available for further grants under the Plan; and (v) each Share awarded or deemed to be awarded under the preceding subsections shall be treated as Shares, even if the Award is for a security other than Shares. (b) ADJUSTMENTS OF AGGREGATE NUMBER OF SHARES. The aggregate number of Shares stated in Section 5(a) shall be subject to appropriate adjustment, from time to time, in accordance with the provisions of Section 7 hereof. 6. AWARDS. (a) OPTIONS AND RIGHTS. (1) GRANTS OF OPTIONS. Options granted under the Plan may be either ISOs or non-qualified stock options. At the time an Option is granted, the Committee may, in its discretion, designate whether such Option (i) is to be an ISO, or (ii) is not to be treated as an ISO for purposes of this Plan and the Code. No Option which is intended to qualify as an ISO shall be granted under this Plan to any individual who, at the time of such grant, is not an employee of the Company or an Affiliate. Notwithstanding any other provision of the Plan to the contrary, to the extent that the aggregate Fair Market Value (determined at the date an Option is granted) of the Shares with respect to which an Option intended to be an ISO (and any other ISO granted to the holder under the Plan or any other plans of the Company or an Affiliate) first becomes exercisable during any calendar year exceeds $100,000, such Option shall be treated as an Option which is not an ISO. Options with respect to which no designation is made by the Committee shall be deemed to be ISOs to the extent that the $100,000 limitation described in the preceding sentence is met. This paragraph shall be applied by taking Options into account in the order in which they are granted. No ISO shall be granted to any person who, at the time of the grants, owns Shares possessing more than 10% of the total combined voting power of the Company or an Affiliate (other than the Special Subsidiary) of the Company, unless (i) on the date such ISO is 77 granted, the Option price is at least 110% of the Fair Market Value per Share subject to the ISO and (ii) such ISO by its terms is not exercisable after the expiration of five years from the date such ISO is granted. The purchase price per Share pursuant to the exercise of any Option shall be fixed by the Committee at the time of grant; provided, however, that the purchase price per (regardless of whether such Option is an ISO or a non-qualified Option) shall not be less than the Fair Market Value of a Share on the date on which the Option is granted. In addition, the Committee shall designate the number of Shares, the terms and conditions (which may include, without limitation, the achievement of specific goals), with respect to Options granted under the Plan. Options may be granted by the Committee to any eligible at any time and from time to time. The form of Option shall be as determined from time to time by the Committee. A certificate of Option signed by the Chairman of the Board or the President or Vice President and attested by the Treasurer or an Assistant Treasurer or Secretary or an Assistant Secretary of the Company shall be delivered to each person to whom Options are granted. (2) GRANTS OF RIGHTS. The Committee shall have the authority in its discretion to grant to any eligible person Rights which may be granted separately or in connection with an Option (either at the time of grant or, with respect to a non-qualified Option, at any time during the term of the Option). Rights granted in connection with an Option shall be granted with respect to the same number of Shares then covered by the Option and may be exercised, as determined by the Committee in its discretion at the time of the grant of the Rights, either in conjunction with, or as an alternative to, the exercise of the related Option; provided, however, that Rights granted in connection with an ISO can only be exercised as alternative to the exercise of the ISO. Rights granted in connection with an Option that entitle the holder thereof to receive payment from the Company only if and to the extent that the related Option is exercisable and is exercised are referred to herein as "Conjunctive Rights." Upon any exercise of an Option in respect of which Conjunctive Rights shall have been granted, the holder of the Conjunctive Rights shall be entitled to receive payment of an amount equal to the product obtained by multiplying (i) the Spread, or such percentage or portion of the Spread as shall be determined by the Committee at the time of grant, by (ii) the number of Shares in respect of which the related Option shall have then been so exercised. Notwithstanding any provision of the Plan to the contrary, Conjunctive Rights may not be granted in relation to an ISO. Rights granted in connection with an Option that entitle the holder thereof to receive payment from the Company only if, and to the extent that, the related Option is exercisable, by surrendering the Option with respect to the number of Shares as to which such Rights are then exercised are referred to herein as "Alternative Rights." Notwithstanding the preceding sentence, any Alternative Rights that relate to an ISO may be exercised only at such times that there is a positive Spread. Upon any exercise of Alternative Rights, the holder thereof shall be entitled to receive payment of an amount-equal to the-product obtained by multiplying (i) the Spread, or such percentage or portion of the Spread as shall be determined by the Committee at the time of grant, by (ii) the number of Shares in respect of which the Alternative Rights shall have then been so exercised. 78 Rights granted without relationship to an Option shall be exercisable at such rate as determined by the Committee. Such Rights shall entitle the holder, upon the exercise thereof, to receive payment from the Company of an amount equal to the product obtained by multiplying (i) the Spread, or such percentage or portion of the Spread as shall be determined by the Committee at the time of grant, by (ii) the number of Shares in respect of which the Rights shall have then been so exercised. Notwithstanding anything contained herein, the Committee may, in its sole discretion, limit the amount payable upon the exercise of Rights. Any such limitation shall be determined as of the date of grant and noted on the certificate evidencing the grant of the Rights. Payment of the amount determined hereunder upon the exercise of any Rights shall be made solely in cash, or solely in Shares valued at their Fair Market Value on the date of exercise of the Rights, or in a combination of cash and Shares, as the holder may elect, provided that any election by the holder shall be subject to approval by the Committee. No fractional Shares shall be issued by the Company, and settlement therefor shall be made in cash. Notwithstanding any other provision of the Plan or of the Rights, for purposes of determining the amount of the Spread in the case of a holder of Rights who is an Insider, the Committee, in its sole discretion, may designate a single Fair Market Value per Share with respect to all such holders who exercise Rights during any single ten day period; provided, however, that the Fair Market Value per Share designated by the Committee during any such period shall in no event be greater than the highest Fair Market Value per Share on any day during such period or less than the lowest Fair Market Value per Share on any day during such period. The form of Rights shall be as determined from time to time by the Committee. A certificate of Rights signed by the Chairman of the Board or the President or a Vice President and attested by the Treasurer or an Assistant Treasurer, or Secretary or an Assistant Secretary, of the Company shall be delivered to each person to whom Rights are granted. The Committee may fix such waiting periods, exercise dates or other limitations as it shall deem appropriate with respect to Rights granted under the Plan including, without limitation, the achievement of specific goals; provided, however, that each Right granted hereunder shall be exercisable only upon consent of the Committee. (3) PAYMENT OF OPTION EXERCISE PRICE. Upon exercise of an Option, the full Option purchase price for the Shares with respect to which the Option is being exercised shall be payable to the Company, (i) in cash or by a check payable and acceptable to the Company or (ii) subject to the approval of the Committee, by tendering to the Company Shares owned by the holder for at least six months having an aggregate Fair Market Value per Share as of the date of exercise and tender which is not greater than the full Option purchase price for the Shares with respect to which the Option is being exercised and by paying the remainder of the Option purchase price as provided in (i) above; however, the Committee may, upon confirming that the holder owns the number of additional Shares being tendered, authorize the issuance of a new certificate for the number of Shares being acquired pursuant to the exercise of the Option less the number of Shares being tendered upon the exercise and return to the holder (or not require surrender of) the certificate for the Shares being tendered upon the exercise. 79 Notwithstanding the preceding, a holder may not use any Shares acquired pursuant to an Award granted under this Plan (or any other plan maintained by the Company or any Affiliate) unless the holder has beneficially owned such Shares for at least six months. Payment instruments will be received subject to collection. In addition to the foregoing methods of payment, the full Option purchase price for Shares with respect to which the Option is being exercised may be payable to the Company by such other methods as the Committee may permit from time to time. (4) TERM. The term of each Option and Right shall be determined by the Committee at the date of grant; provided, however, that each Option that is an ISO shall, notwithstanding anything in the Plan to the contrary, expire not more than ten years from the date the Option is granted (or five years from the date of grant to the extent required under Section 6(a)(1)) or, if earlier, the date specified in the certificate evidencing the grant of such Option. An Option that is a non-qualified stock option shall expire not more than ten years from the date the Option is granted, or if earlier, the date specified in the certificate evidencing the grant of such Option. A Right not granted in connection with an Option shall expire not more than ten years from the date the Right is granted or, if earlier, the date specified in the certificate evidencing the grant of the Right. (5) TERMINATION OF EMPLOYMENT OR RELATIONSHIP. In the event that a Participant's employment or relationship with the Company and its Affiliates shall terminate, for reasons other than (i) retirement pursuant to a retirement plan or policy of the Company or one of its Affiliates ("retirement"), (ii) permanent disability as determined by the Committee based on the opinion of a physician selected or approved by the Committee ("permanent disability") or (iii) death, the Participant's Options and Rights shall be exercisable by him or her, subject to subsection (4) above, only within 90 business days after such termination, but only to the extent the Option or Right was exercisable immediately prior to such termination. If, however, any such termination is due to retirement or permanent disability, the Participant shall have the right, subject to the provisions of subsection (6) above, to exercise his or her Option and Rights at any time within the three month period commencing on the day next following such termination. Whether any termination is due to retirement or permanent disability, and whether an authorized leave of absence on military or government service or for other reasons shall constitute a termination for the purpose of the Plan, shall be determined by the Committee. If a Participant shall die while entitled to exercise an Option or Rights, the Participant's estate, personal representative or beneficiary, as the case may be, shall have the right, subject to the provisions of subsection (4) above, to exercise the Option at any time within six months from the date of the holder's death. If the employment, consulting arrangement or service of any Participant with the Company or an Affiliate shall be terminated because of the Participant's violation of the duties of such employment, consulting arrangement or service with the Company or an Affiliate as he or she may from time to time have, the existence of which violation shall be determined by the Committee in its sole 80 discretion (which determination by the Committee shall be conclusive) all unexercised Options of such Participant shall terminate immediately upon such termination of such Participant's employment, consulting arrangement or service with the Company and all Affiliates, and a Participant whose employment, consulting arrangement or service with the Company and Affiliates is so terminated, shall have no right after such termination to exercise any unexercised Option he or she might have exercised prior to termination of his or her employment, consulting arrangement or service with the Company and Affiliates. (6) OPTIONS GRANTED BY OTHER CORPORATIONS. Options may be granted under the Plan from time to time in substitution for stock options held by employees and directors of corporations who become key employees or Trust Managers or directors of the Company or of any Affiliate as a result of any "corporate transaction" as defined in the Treasury Regulations promulgated under Section 424 of the Code. (b) RESTRICTED SHARE AWARDS. (1) AWARDS OF RESTRICTED SHARES. Restricted Share Awards may be awarded by the Committee to any individual eligible to receive the same, at any time and from time to time before May 27, 2003. In addition, and without limiting the generality of the foregoing, the Committee shall grant to any individual who is entitled to receive a bonus under the Company's ash bonus incentive plan, a Restricted Share Award with respect to Shares having a Fair Market Value on the date of the grant of such Restricted Share Award equal to a specified percentage determined by the Committee of the amount of such individual's bonus, provided that such individual has made an irrevocable election, at least six months prior to the date of the grant of such Restricted Share Award, to receive such Restricted Share Aware in lieu of such bonus. (2) PURCHASE PRICE UNDER RESTRICTED SHARE AWARDS. The purchase price of Restricted Shares to be purchased pursuant to a Restricted Share Award shall be fixed by the Committee at the time of the grant of the Restricted Share Award; provided, however, that such purchase price shall not be less than the par value per Share of the Shares subject to the Restricted Share Award. The Committee shall specify, within its discretion, the time and manner in which payment of such purchase price shall be paid. (3) DESCRIPTION OF RESTRICTED SHARES. All Restricted Shares purchased by an eligible person shall be subject to the following conditions: (i) Restricted Shares shall be subject to such restrictions, terms and conditions as the Committee may establish, which may include, without limitation, "lapse" and "non-lapse" restrictions (as such terms are defined in regulations promulgated under Section 83 of the Code) and the achievement of specific goals; (ii) the Restricted Shares may not be sold, exchanged, pledged, transferred, assigned or otherwise encumbered or disposed of until the terms and conditions set by the Committee at the time of the grant of the Restricted Share Award have been satisfied; (iii) each certificate representing Restricted Shares issued pursuant to this Plan shall bear a legend making appropriate reference to the following: 81 "the Shares represented by this certificate have been issued pursuant to the terms of the 1993 Share Incentive Plan of Camden Property Trust and may not be sold, pledged, transferred, assigned or otherwise encumbered in any manner except as is set forth in the terms of such award dated ____________, ________________;" and (iv) except as set forth in Section 8 of this Plan, no Restricted Shares granted pursuant to this Plan shall be subject to vesting requirements over a period of less than three years. If a certificate representing Restricted Shares is issued to an individual (whether or not escrowed as provided below), the individual shall be the record owner of such Shares and and shall have all the rights of a shareholder with respect to such Shares (unless the Restricted Share Award specifically provides otherwise), including the right to vote and the right to receive dividends or other dividends made or paid with respect to such Shares. In order to enforce the restrictions, terms and conditions that may be applicable to a Participant's Restricted Shares, the Committee may require the Participant, upon the receipt of a certificate or certificates representing such Shares, or at any time thereafter, to deposit such certificate or certificates, together with stock powers and other instruments of transfer, appropriately endorsed in blank, with the Company or an escrow agent designated by the Company under an escrow agreement, which may be a part of a Restricted Share Award, in such form as shall be determined by the Committee. After the satisfaction of the terms and conditions set by the Committee with respect to Restricted Shares issued to an individual, and provided the Restricted Shares are not subject to a non-lapse restriction, a new certificate, without the legend set forth above, for the number of Shares that are no longer subject to such restrictions, terms and conditions shall be delivered to the individual. If such terms and conditions are satisfied as to a portion, but fewer than all, of such Shares, the remaining Shares issued with respect to such Award shall either be reacquired by the Company or, if appropriate under the terms of the award applicable to such Shares, shall continue to be subject to the restrictions, terms and conditions set by the Committee at the time of Award. (4) TERMINATION OF EMPLOYMENT OR RELATIONSHIP. If the employment or relationship with the Company and its Affiliates of a holder of a Restricted Share Award is terminated for any reason before satisfaction of the terms and conditions for the vesting (within the meaning of Section 83 of the Code) of all Shares subject to the Restricted Share Award, the number of Restricted Shares not theretofore vested shall be reacquired by the Company and forfeited, and the purchase price paid for such forfeited Shares by the holder shall be returned to the holder. If Restricted Shares issued shall be reacquired by the Company and forfeited as provided above, the individual, or in the event of his death, his personal representative, shall forthwith deliver to the Secretary of the Company the certificates representing such Shares, accompanied by such instrument of transfer, if any, as may reasonably be required by the Company. (5) RESTRICTED SHARE AWARDS TO INDEPENDENT TRUST MANAGERS. Each Independent Trust Manager shall be granted a Restricted Share Award on or her Election Date. Thereafter, each Independent Trust Manager shall be granted a Restricted Share Award of 2,000 or up to 2,225 Shares, at the discretion of the Board of Trust Managers, on each anniversary of the Election Date for so long as the individual remains an Independent 82 Trust Manager. The Restricted Shares granted on an Election Date under this Section 6(b)(5) shall vest at the rate of 20% on each anniversary of the Election Date over a five year period. Notwithstanding the preceding sentences, all or any part of any Restricted Shares granted pursuant to this Section 6(b)(5) shall immediately vest (but in no event during the six-month period commencing on the date of grant) in the event of the holder's retirement from the Company and all Affiliates on or after his or her 65th birthday, the holder's permanent disability (within the meaning of Section 22(e)(3) of the Code), or the holder's death. All or any part of any Restricted Shares granted pursuant to this Section 6(b)(5) also shall vest (but in no event during the six-month period commencing on the date of grant) upon the occurrence of a Change in Control (as defined in Section 8) while the holder is serving as a Trust Manager of the Company. Any Restricted Shares granted pursuant to this Section 6(b)(5) to the extent unvested, shall terminate immediately upon the holder's ceasing to serve as a Trust Manager of the Company (for reasons other than retirement, permanent disability or death as described above). To the extent the Board shall appoint a "Lead Independent Trust Manager," such person shall additionally be entitled to receive on the date of appointment and on the first anniversary date thereafter, a Restricted Share Award of 2,000 Shares. Thereafter, on each anniversary date, the Lead Independent Trust Manager will receive a Restricted Share Award of 1,000 Shares. No grants of Restricted Shares or any other grants under this Plan may be made to an Independent Trust Manager except in accordance with this Section 6(b) (5). Notwithstanding any other provision of the Plan to the contrary, the provisions of this Section 6(b)(5) shall not be amended more than once every six months, other than to comport with changes in the Code, the Employee Retirement Income Security Act of 1974, as amended, or the rules or regulations promulgated thereunder. (c) PERFORMANCE UNITS AND PERFORMANCE SHARE AWARDS. (1) AWARDS. Awards may be granted in the form of Performance Units or Performance Share Awards. Performance Units are units valued by reference to designated criteria established by the Committee, other than Shares. Performance Share Awards are Shares expressed in terms of, or valued by reference to, a Share. Awards of Performance Units and Performance Share Awards shall refer to a commitment by the Company to make a distribution to the Participant or to his or her beneficiary depending on (i) the attainment of the performance objectives and other conditions established by the Committee and (ii) the base value of the Performance Unit or Performance Share Award, respectively, as established by the Committee. (2) SETTLEMENT. Settlement of Performance Units and Performance Share Awards may, in the sole discretion of the Committee, be in cash, in Shares (held for at least six months), or a combination thereof. The Committee may designate a method of converting Performance Units into Shares, including but not limited to a method based on the Fair Market Value over a series of consecutive trading days. Prior to the settlement of any Performance Unit or Performance Share Award in Shares, the recipient of such Award shall pay to the Company an amount of cash equal to, at a minimum, the par value per Share multiplied by the number of Shares to be issued. (3) NO RIGHTS AS A SHAREHOLDER. Participants shall not be entitled to exercise any voting rights or to receive any interest or dividends with respect to Performance Units or Performance Share Awards. 83 (d) LIMITED RIGHTS. The Committee shall have the power to grant limited Rights ("Limited Rights") which shall be a part of an Award. Limited Rights shall provide for the automatic cash payment to the holder of the Award equal to the Spread (or other determination of the value of the Award as fixed by the Committee) upon the occurrence of a Change in Control (as defined Section 8) on the dated fixed by the Committee at the time of the grant of such Limited Right. Limited Rights may provide that Committee approval is not required for the exercise of such Limited Right. (e) DIVIDENDS AND DIVIDEND EQUIVALENTS. An Award (including without limitation an Option Award) may provide the Participant with the right to receive dividend payments or dividend equivalent payments with respect to Shares subject to the Award (both before and after the Shares subject to the Award are earned, vested or acquired), which payments may be either made currently or credited to an account for the Participant, and may be settled in cash or Shares as determined by the Committee. Any such settlements, and any such crediting of dividends or dividend equivalents or reinvestment in Shares, may be subject to such conditions, restrictions and contingencies as the Committee shall establish. (f) CONSIDERATION FOR AWARDS. Subject to the requirements of the Texas Act, the Company shall obtain such consideration for the grant of an Award under this Section 6 as the Committee in its discretion may determine. 7. ADJUSTMENT PROVISIONS. If, prior to the complete exercise of any Option, or prior to the expiration or lapse of all of the restrictions and conditions imposed pursuant to a Restricted Share Award, there shall be declared and paid a dividend upon the Shares or if the Shares shall be split up, converted, exchanged, reclassified, or in any way substituted for, then (i) in the case of an Option, the Option, to the extent that it has not been exercised, shall entitle the holder thereof upon the future exercise of the Option to such number and kind of securities or cash or other property subject to the terms of the Option to which he would have been entitled had he actually owned the Shares subject to the unexercised portion of the Option at the time of the occurrence of such dividend, split-up, conversion, exchange, reclassification or substitution, and the aggregate purchase price upon the future exercise of the Option shall be the same as if the originally optioned Shares were being purchased thereunder; and (ii) in the case of Restricted Shares issued pursuant to a Restricted Share Award, the holder of such Award shall receive, subject to the same restrictions and other conditions of such Award as determined pursuant to the provisions of Section 6(b), the same securities or other property as are received by the holders of the Company's Shares pursuant to such dividend, split-up, conversion, exchange, reclassification or substitution. Any fractional Shares or securities payable upon the exercise of the Option as a result of such adjustment shall be payable in cash based upon the Fair Market Value of such Shares or securities at the time of such exercise. If any such event should occur, the number of Shares with respect to which Awards remain to be issued, or with respect to which Awards may be reissued, shall be adjusted in a similar manner. In addition to the adjustments provided for in the preceding paragraph, upon the occurrence of any of the events referred to in said paragraph prior to the complete exercise of any Rights or Limited Rights, or prior to the complete expiration of the vesting period with respect to Performance Units or a Performance Share Award, the Committee, in its sole discretion, shall determine the amount of cash and/or number of Shares or other property to which the holder 84 of the Rights shall be entitled upon their exercise, or to which the holder of the Performance Units or Performance Share Award shall be entitled upon the expiration of the vesting period, so that there shall be no increase or dilution in the cash and/or value of the Shares or other property to which the holder of Rights or of Performance Units or a Performance Share Award shall be entitled by reason of such events. Notwithstanding any other provision of the Plan, in the event of a recapitalization, merger, consolidation, rights offering, separation, reorganization or liquidation, or any other change in the corporate structure or outstanding Shares, the Committee may make such equitable adjustments to the number of Shares and the class of shares available hereunder or to any outstanding Awards as it shall deem appropriate to prevent dilution or enlargement of rights. 8. ACCELERATION. Notwithstanding any other provision of the Plan to the contrary, all or any part of any remaining unexercised Options and Rights granted to any person may be exercised in the following circumstances (but in no event during the six month period commencing on the date granted) and all or any part of any other Award not theretofore vested shall vest: (a) with respect to Options or Rights only, immediately upon (but prior to the expiration of the term of the Option or Rights) retirement, (b) subject to the provisions of Section 6 hereof, upon the permanent disability or death of the holder, (c) upon the occurrence of such special circumstance or event as in the opinion of the Committee merits special consideration, or (d) upon a Change in Control as defined below in which case the date on which such immediate exercisability and accelerated vesting shall occur (the "Acceleration Date".) shall be the date of the occurrence of the Change in Control. A "Change in Control" shall be deemed to have occurred if: (a) any "person" (as such term is used in Section 13(d) and 14(d) of the Exchange Act) (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any company owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of Shares in the Company) together with its "affiliates" and "associates" (as such terms are defined in Rule 12b-2 of the Exchange Act) makes a tender or exchange offer for or is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), or has become the beneficial owner during the most recent twelve-month period ending on the date of the most recent acquisition by such person directly or indirectly, of securities of the Company representing 40% or more of the combined voting power of the Company's then outstanding securities; or (b) during any period of two consecutive years (not including any period prior to the effective date of this Plan), individuals who at the beginning of such period constitute the Board, and any new Trust Manager (other than a Trust Manager designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (a), (c) or (d) of this definition) whose election by the Board or nomination-for election by the Company's shareholders was approved by a vote of at least two-thirds of the Trust Managers then still in office who either were Trust Managers at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; or (c) the shareholders of the Company approve a merger or consolidation of the Company with any other company other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior 85 thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 80% of the combined voting power of the voting securities of the Company (or such surviving entity) outstanding immediately after such merger or consolidation or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no "person" (as hereinabove defined) acquires more than 25% of the combined voting power of the Company's then outstanding securities; or (d) the shareholders of the Company adopt a plan of complete liquidation of the Company or approve an agreement for the sale, exchange or disposition by the Company of all or a significant portion of the Company's assets. For purposes of this clause (d), the term "the sale, exchange or disposition by the Company of all or a significant portion of the Company's assets" shall mean a sale or other disposition transaction or series of related transactions involving assets of the Company or any subsidiary of the Company (including the stock of any subsidiary of the Company) in which the value of the assets or stock being sold or otherwise disposed of (as measured by the purchase price being paid therefore or by such other method as the Board determines is appropriate in a case where there is no readily ascertainable purchase price) constitutes more than 33-1/3% of the Fair Market Value of the Company (as hereinafter defined). For purposes of the preceding sentence, the "fair market value of the Company" shall be the aggregate market value of the outstanding shares of beneficial interest of the Company (on a fully diluted basis) plus the aggregate market value of the Company's other outstanding equity securities. The aggregate market value of the Shares shall be determined by multiplying the number of Shares (on a fully diluted basis) outstanding on the date of the execution and delivery of a definitive agreement with respect to the transaction or series of related transactions (the "Transaction Date") by the average closing price of the Shares for the ten trading days immediately preceding the Transaction Date. The aggregate market value of any other equity securities of the Company shall be determined in a manner similar to that prescribed in the immediately preceding sentence for determining the aggregate market value of the Shares or by such other method as the Board shall determine is appropriate. Notwithstanding the foregoing, (except as provided otherwise in an Award) a Change in Control shall not be deemed to have occurred if, prior to the time a Change in Control would otherwise be deemed to have occurred pursuant to the above provisions, the Board determines otherwise. 9. RELOAD FEATURE. (a) Automatically upon vesting of 20,000 or more Options, the Participant holding such vested Options shall have the right (the "Incentive Exchange Right") to exercise (at any time during the time period the Options are exercisable) any such vested Options. The exercise price for the Options must be paid with Shares held by the Participant for at least six months. Upon the exercise of the Options, the Participant shall receive Shares covered by the exercised Options. Rather than issuing the Participant the full number of Shares, the Company shall have the right to net the Shares to be issued against the Shares being surrendered by the Participant as payment for the exercise price, i.e., upon receipt of proof that the Shares have been held for at least six months, the 86 Company shall direct that the Participant retain such Shares. The Company shall then issue to the Participant Shares (the "Incentive Payment") having a Fair Market Value equal to the difference between the Fair Market Value of the Shares underlying the exercised Options on the date the Incentive Exchange Right is exercised and the exercise price of the exercised Options. The Participant shall have the right to receive bonus Shares by depositing 25% of the Incentive in Shares (the "Base Shares") with the Company. With respect to the Base Shares, the Participant will receive bonus Shares (the "Bonus Shares") in an amount equal to the number of Base Shares multiplied by 25%. The Bonus Shares shall be restricted and the restrictions shall lapse as follows: Year One - 10% Year Two - 10% Year Three - 80% The Base Shares received by the Participant will be held by the Company until the Bonus Shares vest in full; provided, however, the Participant may elect at any time (upon written notice to the Company) to have the Company issue the Base Shares to the Participant. If the Participant elects to receive the Base Shares prior to the vesting of the Bonus Shares, all unvested Bonus Shares shall be forfeited to the Company. The Participant shall receive the remaining 75% of the Incentive Payment in Shares ("Additional Base Shares"). Any Additional Base Shares shall be issued directly to the Participant. With respect to the Additional Base Shares, the Participant shall likewise receive bonus Shares (the "Additional Bonus Shares") in an amount equal to the number of Additional Base Shares multiplied by 35%. The Additional Bonus Shares shall be restricted and the restrictions shall lapse as follows: Year One - 10% Year Two - 10% Year Three - 10% Year Four - 10% Year Five - 60% All restricted Shares received under this Section 9(a) and all Base Shares held by the Company for the Participant shall have the same rights with respect to voting and dividends as Restricted Shares awarded under this Plan. (b) Upon exercise of the Incentive Exchange Right, the number of Options as to which such rights were exercised shall be "reloaded" and reissued to the Participant who exercised the Incentive Exchange Right, such Options to represent the right to purchase a number of Shares equal to the number of Options exercised less the number of Shares received as the Incentive Payment. Upon being reloaded, each Option shall again represent the right to purchase a Share at an exercise price equal to the Fair Market Value of the Share on the date of the reload (the date of notice of exercise of the Incentive Exchange Right). Vesting shall begin with respect to the reloaded Options on the date of issuance of the reloaded Options and the vesting term shall be the same as the surrendered Options (i.e., ten years). (c) Notwithstanding anything herein to the contrary: (i) Options may be reloaded only once; (ii) the maximum Fair Market Value of Incentive Payments that may be made by the Company in any calendar year is $1,000,000 per person; (iii) the maximum Incentive Payments in Shares that any officer, Trust Manager or 5% or more shareholder may 87 receive under this Section 9 is limited to an amount equal to 1% of the Company's outstanding Shares on the Amendment Date; and (iv) the maximum amount of Incentive Payments that may be paid in Shares under this Section 9 is limited to an amount equal to 5% of the Company's outstanding Shares on the Amendment Date. If a Participant gives notice of his or her intention to exercise his or her Incentive Exchange Right and the Company has already paid its maximum amount of Incentive Payments under items (iii) or (iv) above, the election under this Section 9 shall be automatically revoked. Following is an example reload exercise: Participant A holds options to purchase 40,000 shares at a price of $20 per share. All of the options have vested. Participant A elects to exercise 30,000 of his options to purchase shares via a Reload transaction pursuant to Section 9 of the Amended and Restated 1993 Share Incentive Plan. These options were granted for 10 years and currently have 4 years until expiration. The Company's shares are currently trading at $28 per share, and the Participant can prove that he owns 25,000 shares that he has held for six months or longer. The results of the Reload are as follows: Option exercise price (30,000 X $20 = $600,000) $600,000 ($600,000 / $28 = 21,429 shares) in the form of 21,429 shares {Since Participant A owns at least 21,429 shares which have been held for more than 6 months, he is able to exercise the Reload. He has chosen to exercise on a "net" basis, and therefore is not required to deliver the actual physical securities, but rather must only prove ownership.} Incentive Payment {($28-$20) X 30,000 shares] $240,000 ($240,000 / $28 = 8,571 shares) in the form of 8,571 shares Base Shares (8,571 X 25% = 2,143 shares) 2,143 shares Bonus Shares (2,143 X 25% = 536 shares) 536 shares (vesting over 3 years - 10%, 10%, 80%) Additional Shares (8,571 X 75% = 6,428 shares) 6,428 shares Additional Bonus Shares (6,428 X 35% = 2,250 shares) 2,250 shares (vesting over 5 years - 10%, 10%, 10%, 10%, 60%) Reloaded Options priced at $28 per share, expiring 10 years later. 21,429 options (30,000 shares purchased - 8,571 Incentive Payment Shares = 21,429) 10. PARTICIPANT'S AGREEMENT. If, at the time of the exercise of any Option or Right or the granting or vesting of an Award, in the opinion of counsel for the Company, it is necessary or desirable, in order to comply with any then applicable laws or regulations 88 relating to the sale of securities, that the individual exercising the Option or Right or receiving the Award shall agree to hold any Shares issued to the individual for investment and without any present intention to resell or distribute the same and that the individual will dispose of such Shares only in compliance with such laws and regulations, the individual will, upon the request of the Company, execute and deliver to the Company a further agreement to such effect. 11. WITHHOLDING TAXES. No Award may be exercised and no distribution of Shares or cash pursuant to an Award may be made under the Plan until appropriate arrangements have been made by the holder with the Company for the payment of any amounts that the Company may be required to withhold with respect thereto, which arrangements may include the tender of previously owned Shares or the withholding of Shares issuable pursuant to such Award. 12. TERMINATION OF AUTHORITY TO MAKE GRANT. No Awards will be granted pursuant to this Plan after May 27, 2003. 13. AMENDMENT AND TERMINATION. The Board may from time to time and at any time alter, amend, suspend, discontinue or terminate this Plan or, with the consent of an affected holder, any outstanding Awards hereunder, provided, however, that no such action of the Board may, without the approval of the shareholders of the Company, alter the provisions of the Plan or outstanding Awards so as to (i) increase the maximum number of Shares which may be subject to Awards under the Plan (except as provided in Section 5(b)); or (ii) change the class of persons eligible to receive Awards; or (iii) amend the Plan in any manner that would require shareholder approval under Rule 16b-3 of the Exchange Act or under Section 162(m) of the Code. 14. PREEMPTION BY APPLICABLE LAWS AND REGULATIONS. Notwithstanding anything in the Plan to the contrary, if, at any time specified herein for the making of any determination or payment, or the issuance or other distribution of Shares, any law, regulation or requirement of any governmental authority having jurisdiction in the premises shall require either the Company or the Participant (or the Participant's beneficiary), as the case may be, to take any action in connection with any such determination, payment, issuance or distribution, the issuance or distribution of such Shares or the making of such determination or payment, as the case may be, shall be deferred until such action shall have been taken. 15. CHANGE IN CONTROL LIMITATION. Notwithstanding any other provision in the Plan, to the extent that the acceleration of exercisability or vesting of an Award under this Plan following a Change in Control, when aggregated with other payments or benefits to the Participant, whether or not payable pursuant to this Plan, would, as determined by tax counsel selected by the Company, result in "excess parachute payments" (as defined in Section 280G of the Code) such parachute payments or benefits provided to a Participant under this Plan shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, but only if, by reason of such reduction, the Participant's net after tax benefit shall exceed the net after tax benefit if such reduction were not made. "Net after tax benefit" shall mean the sum of (i) all payments and benefits which a Participant receives or is then entitled to receive that would constitute a "parachute payment" within the meaning of Section 280G of the Code, less (ii) the amount of federal income taxes payable 89 with respect to the payments and benefits described in (i) above calculated at the maximum marginal income tax rate for the year in which such payments and benefits shall be paid to the Participant (based upon the rate for such year as set forth in the Code at the time of the first payment of the foregoing), less (iii) the amount of excise taxes imposed with respect to the payments and benefits described in (i) above by Section 4999 of the Code. 16. MISCELLANEOUS. (a) No Employment Contract. Nothing contained in the Plan shall be construed as conferring upon any Participant the right to continue in the employ, or as a Trust Manager or Director of or consultant to, of the Company or any Affiliate. (b) Employment or Service with Affiliates. Employment by, or service for, the Company for the purpose of this Plan shall be deemed to include employment by, or service for, any Affiliate. (c) No Rights as a Shareholder. A Participant shall have no rights as a shareholder with respect to Shares covered by the Participant's Award until the date of the issuance of such Shares to the Participant pursuant thereto. No adjustment will be made for dividends or other distributions or rights for which the record date is prior to the date of such issuance. (d) Nonassignability. Neither a Participant nor a Participant's estate, personal representative or beneficiary shall have the power or right to sell, exchange, pledge, transfer, assign or otherwise encumber or dispose of such Participant's estate's, personal representative's or beneficiary's interest arising under the Plan nor shall such interest be subject to seizure for the payment of a Participant's or beneficiary's debts, Judgments, alimony, or separate maintenance or be transferable by operation of the law in the event of a Participant's, estate's, personal representative's or beneficiary's bankruptcy or insolvency and to the extent any such interest arising under the Plan is awarded to a spouse pursuant to any divorce proceeding, such interest shall be deemed to be terminated and forfeited, notwithstanding any vesting provisions or other terms herein or in such Award. (e) Application of Funds. The proceeds received by the Company from the sale of Shares pursuant to the Plan will be used for its general business purposes. (f) Governing Law: Construction. All rights and obligations under the Plan shall be governed by, and the Plan shall be construed in accordance with, the laws of the State of Texas without regard to the principles of conflicts of laws. Titles and headings to Sections herein are for purposes of reference only, and shall in no way limit, define or otherwise affect the meaning or interpretation of any provisions of the Plan. EX-10.19 9 1999 EMPLOYEE SHARE PURCHASE PLAN 90 EXHIBIT 10.19 CAMDEN PROPERTY TRUST 1999 EMPLOYEE SHARE PURCHASE PLAN NOVEMBER 3, 1999 1. PURPOSE The primary purpose of this Plan is to encourage Share ownership by each Eligible Employee in the belief that such Share ownership will increase his or her interest in the success of Camden Property Trust, a Texas real estate investment trust (the "Company"). 2. DEFINITIONS 2.1. The term "Account" shall mean the separate bookkeeping account established and maintained by the Plan Administrator for each Participant for each Purchase Period to record the contributions made on his or her behalf to purchase Shares under this Plan. 2.2. The term "Beneficiary" shall mean the person designated as such in accordance with Section 8. 2.3. The term "Board" shall mean the Board of Trust Managers of the Company. 2.4. The term "Closing Price" shall mean the closing price for a Share as reported for such day in The Wall Street Journal or in any successor to The Wall Street Journal or, if there is no such successor, in any publication selected by the Committee or, if no such closing price is so reported for such day. 2.5. The term "Committee" shall mean the Compensation Committee of the Board. 2.6. The term "Company" shall mean Camden Property Trust, a Texas real estate investment trust. 2.7. The term "Election Form" shall mean the form which an Eligible Employee shall be required to properly complete in writing and timely file at least 15 days prior to the commencement of any Purchase Period in order to make any of the elections available to an Eligible Employee under this Plan. 2.8. The term "Eligible Employee" shall mean each officer or employee of a Participating Employer who is shown on the payroll records of a Participating Employer as an employee for at least twelve (12) months prior to the commencement of a Purchase Period. 2.9. The term "Participant" shall mean (a) for each Purchase Period an Eligible Employee who has elected to purchase Shares in accordance with Section 4 in such Purchase Period and (b) any person for whom Shares are held pending delivery under Section 7. 91 2.10. The term "Participating Employer" shall mean the Company and any affiliated entity which is designated as such by the Committee. 2.11. The term "Pay" means all cash compensation paid to an Eligible Employee for services to a Participating Employer, including regular straight time earnings or draw, overtime, commissions and bonuses, but excluding amounts paid as living allowance or reimbursement of expenses and other similar payments paid to him or her by the Participating Employer. 2.12. The term "Pay Day" means the day as of which Pay is paid to a Participant. 2.13. The term "Plan" shall mean this Camden Property Trust 1999 Employee Share Purchase Plan, effective as of October 1999, and as thereafter amended from time to time. 2.14. The term "Plan Administrator" shall mean the Company or the Company's delegate. 2.15. The term "Purchase Period" shall mean a period set by the Committee. Unless changed by the Committee, each Purchase Period shall begin on January 1 and July 1 each year and end on June 30 and December 31 each year. 2.16. The term "Purchase Price" for each Purchase Period shall mean 85% of the lesser of: (a) the Closing Price for a Share on the last trading day of such Purchase Period or (b) the Closing Price for a Share on the first trading day of such Purchase Period. 2.17. The term "Rule 16b-3" shall mean Rule 16b-3 promulgated under Section 16(b) of the Securities Exchange Act of 1934, as amended, or any successor to such rule. 2.18. The term "Share" shall mean the common shares of beneficial interest, par value $.01 per share, of the Company. The aggregate number of Shares available for grant under this Plan shall not exceed 500,000, subject to adjustment pursuant to Section 17 hereof plus any Shares acquired by the Plan Administrator in the open market for the Accounts of the Participants. 3. ADMINISTRATION Except for the exercise of those powers expressly granted to the Committee to determine the Closing Price, who is a Participating Employer and to set the Purchase Period, the Plan Administrator shall be responsible for the administration of this Plan and shall have the power in connection with such administration to interpret the Plan and to take such other action in connection with such administration as the Plan Administrator deems necessary or equitable under the circumstances. The Plan Administrator also shall have the power to delegate the duty to perform such administrative functions as the Plan Administrator deems appropriate under the circumstances. Any person to whom the 92 duty to perform an administrative function is delegated shall act on behalf of and shall be responsible to the Plan Administrator for such function. Any action or inaction by or on behalf of the Plan Administrator under this Plan shall be final and binding on each Eligible Employee, each Participant and on each other person who makes a claim under this Plan based on the rights, if any, of such Eligible Employee or Participant under this Plan. 4. PARTICIPATION 4.1. Each person who is an Eligible Employee on the enrollment date shall be a Participant in this Plan for the related Purchase Period, if he or she (i) properly completes and timely files an Election Form with the Plan Administrator to elect to participate in this Plan; and (ii) deposits, either through payroll deduction or a lump sum, the full amount of his or her desired purchase amount prior to the final pricing day of a Purchase Period. An Election Form may require an Eligible Employee to provide such information and to agree to take such action (in addition to the action required under Section 5) as the Plan Administrator deems necessary or appropriate in light of the purpose of this Plan or for the orderly administration of this Plan. 4.2. Notwithstanding anything herein to the contrary, no person shall be deemed to be an Eligible Employee: (a) if immediately after such participation, Participant would own Shares, and/or hold outstanding options to purchase Shares, possessing 5% or more of the total combined voting power or value of all classes of Shares of the Company (for purposes of this paragraph, the rules of Section 424(d) of the Internal Revenue Code of 1986, as amended, shall apply in determining Share ownership of any Participant); or (b) if such Participant's rights to purchase Shares under all employee share purchase plans of the Company accrues at a rate which exceeds $25,000 in fair market value of the Shares (determined at the time of Plan enrollment) for each calendar year in which such purchase right is outstanding; or (c) if immediately prior to commencement of a Purchase Period, the Eligible Employee has not been an employee of the Company for at least one year; or (d) if the Participant is no longer an Eligible Employee at the final pricing date and when the shares are purchased. Contributions 4.3. Each Participant's Election Form under Section 4 shall specify the contributions that he or she proposes to make for the related Purchase Period. If the Participant elects to make payroll deductions, such contributions shall be expressed as a specific dollar amount that Participant proposes to contribute in cash or a percentage of the Participant's Pay that his or her Participant Employer is authorized to deduct from his or her Pay each Pay Day during the Purchase Period (or as a combination of such cash and such payroll deduction contributions); provided, however: 93 (a) the minimum payroll deduction for a Participant for each Pay Day for purposes under this Plan shall be $10.00, and (b) the maximum contribution which a Participant may make for purposes under this Plan for any calendar year shall be $25,000. Notwithstanding the preceding, a Participant may, on his or her Election Form, elect to make cash deposits to the Plan at any time during a Purchase Period in any amount up to the $25,000 aggregate annual limit rather than or in addition to regular deductions from pay. 4.4. A Participant shall have the right to amend his or her Election Form at any time to reduce or to stop his or her contributions, and such amendment shall be effective immediately for cash contributions and as soon as practicable after the Plan Administrator actually receives such amended Election Form for payroll deductions. 4.5. A Participant may withdraw his or her contributions at any time. A withdrawal shall be deducted from the Participant's Account as of the date the Plan Administrator receives such amended Election Form, and the actual withdrawal shall be effected by the Plan Administrator as soon as practicable after such date. A Participant who withdraws his or her contributions in full may not be eligible to participate in the Plan for six (6) months from the date of such withdrawal, i.e. will not be eligible for the next Purchase Period. 4.6. All payroll deductions made for a Participant shall be credited to his or her Account as of the Pay Day as of which the deduction is made. All cash deposits made by a Participant shall be credited to his or her Account as of the date such amount is received by the Plan Administrator. All contributions made by a Participant under this Plan, whether in cash or through payroll deductions, shall be held by the Company or by such Participant's Participating Employer, as agent for the Company. All such contributions shall be held as part of the general assets of the Company and shall not be held in trust or otherwise segregated from the Company's general assets. No interest shall be paid or accrued on any such contributions. Each Participant's right to the contributions credited to his or her Account shall be that of a general and unsecured creditor of the Company. Each Participating Employer shall have the right to make such provisions as it deems necessary or appropriate to satisfy any tax laws with respect to purchases of Shares made under this Plan. 4.7. The balance credited to the Account of an Eligible Employee automatically shall be refunded in full (without interest) if his or her status as an employee of all Participating Employers terminates for any reason whatsoever during a Purchase Period. Such refunds shall be made as soon as practicable after the Plan Administrator has actual notice of any such termination. 94 5. PURCHASE OF SHARES 5.1. If a Participant is an Eligible Employee through the end of a Purchase Period, the balance which remains credited to his or her Account at the end of such Purchase Period automatically shall be applied to purchase Shares at the Purchase Price for such Shares for such Purchase Period. Such Shares shall be purchased on behalf of the Participant by operation of this Plan in whole and fractional Shares. 5.2. Except as specifically provided herein, all Participants shall have the same rights and privileges under the Plan. All rules and determinations of the Board in the administration of the Plan shall be uniformly and consistently applied to all persons in similar circumstances. 5.3. The Plan Administrator may use up to ten (10) trading days to make open market purchases of Shares. The average price paid for all Shares purchased during such ten (10) day period shall become the price used to allocate Shares to all Participants. For the purpose of determining holding periods pursuant to the Plan, all Shares purchased shall be deemed to have been purchased on the 10th trading day following the end of the relevant Purchase Period. 5.4. If the total Shares to be purchased in accordance with Section 6.1 exceeds the number of Shares available under the Plan, (after deducting all of the Shares previously purchased under Section 6.1), the Plan Administrator shall make a pro rata allocation of the Shares in a uniform manner. 6. DELIVERY A book-entry record of the Shares purchased by each Participant shall be maintained by the Company's transfer agent and no certificates shall be issued for such Shares except to the extent that a Participant specifically so requests. Notwithstanding the foregoing, when a refund is made to a Participant pursuant to Section 5.5, certificates shall be delivered to him or her for all Shares then held for the Participant under the Plan. A Share certificate delivered to a Participant shall be registered in his or her name or, if the Participant so elects and is permissible under applicable law, in the names of the Participant and one such other person as may be designated by the Participant, as joint tenants with rights of survivorship. However, (a) no Share certificate representing a fractional share of Share shall be delivered to a Participant or to a Participant and any other person, (b) cash which the Plan Administrator deems representative of the value of a Participant's fractional share shall be distributed (when a Participant requests a distribution of certificates for all of the shares of Share held for him or her) in lieu of such fractional share unless a Participant in light of Rule 16b-3 waives his or her right to such cash payment and (c) the Plan Administrator shall have the right to charge a Participant for registering a Share in the name of the Participant and any other person. No Participant (or any person who makes a claim for, on behalf of or in place of a participant) shall have any interest in any Share under this Plan until they have been reflected in the book-entry record maintained by the transfer agent or the certificate for such Share has been delivered to such person. 95 7. DESIGNATION OF BENEFICIARY A Participant may designate on his or her Election Form a Beneficiary (a) who shall receive the balance credited to his or her Account if the Participant dies before the end of a Purchase Period and (b) who shall receive the Share, if any, purchased for the Participant under this Plan if the Participant dies after the end of a Purchase Period but before either the certificate representing such Shares has been delivered to the Participant or before such Shares have been credited to a brokerage account maintained for the Participant. Such designation may be revised in writing at any time by the Participant by filing an amended Election Form, and his or her revised designation shall be effective at such time as the Plan Administrator receives such amended Election Form. If a deceased Participant fails to designate a Beneficiary or, if no person so designated survives a Participant or, if after checking his or her last known mailing address, the whereabouts of the person so designated survives a Participant or, if after checking his or her last known mailing address, the whereabouts of the person so designated are unknown, then the Participant's estate shall be treated as his or her designated Beneficiary under this Section 8. TRANSFERABILITY AND DISPOSITIONS 8.1. Neither the balance credited to a Participant's Account nor any rights to receive Shares under this Plan may be assigned, encumbered, alienated, transferred, pledged or otherwise disposed of in any way by a Participant during his or her lifetime or by his or her Beneficiary or by any other person during his or her lifetime, and any attempt to do so shall be without effect. 8.2. Except as provided in Section 7, no sale, transfer or other disposition may be made of any Shares purchased under the Plan during the first nine (9) months following the end of a Purchase Period. If a Participant violates the foregoing restriction, he or she shall remit to the Company an amount of cash equal to the difference between the Purchase Price for such Shares and the price paid by the Plan Administrator to acquire the Shares as provided under Section 6.3. Notwithstanding the foregoing, if a Participant who owns Shares subject to the foregoing restriction is determined by the Plan Administrator in its discretion to have a serious financial need for the proceeds of the sale of such Shares, then upon application made by the Participant, the Plan Administrator shall consent to a sale of such Shares to the extent necessary to satisfy the serious financial need, and the Participant will not be required to make the remittance to the Company described in this Section 9.2. Alternatively, the Plan Administrator may, at the Participant's option, sell the Shares and deduct from the proceeds of such sale the remittance due under this Section 9.2. No participant shall be required to sell Shares upon termination of employment. 9. SECURITIES REGISTRATION If the Company shall deem it necessary to register under the Securities Act of 1933, as amended, or any other applicable statute any Shares purchased under this Plan or to qualify any such Shares for an exemption from any such statutes, the Company shall take such action at its own expense. If Shares are listed on 96 any national securities exchange at the time any Shares are purchased hereunder, the Company shall make prompt application for the listing on such national securities exchange of such Shares, at its own expense. Purchases of Shares hereunder shall be postponed as necessary pending any such action. 10. COMPLIANCE WITH RULE 16B-3 All elections and transactions under this Plan by persons subject to Rule 16b-3 are intended to comply with at least one of the exemptive conditions under Rule 16b-3. The Plan Administrator shall establish such administrative guidelines to facilitate compliance with at least one such exemptive condition under Rule 16b-3 as the Plan Administrator may deem necessary or appropriate. If any provision of this Plan or such administrative guidelines or any act or omission with respect to this Plan (including any act or omission by an Eligible Employee) fails to satisfy such exemptive condition under Rule 16b-3 or otherwise is inconsistent with such condition, such provision, guidelines or act or omission shall be deemed null and void. 11. AMENDMENT OR TERMINATION This Plan may be amended by the Board from time to time to the extent that the Board deems necessary or appropriate, and any such amendment shall be subject to the approval of the Company's shareholders to the extent such approval is required under the laws of the State of Texas, federal tax laws or to the extent such approval is required to meet the security holder approval requirements under Rule 16b-3; provided, however, no amendment shall be retroactive unless the Board in its discretion determines that such amendment is in the best interest of the Company or such amendment is required by applicable law to be retroactive. The Board also may terminate this Plan and any Purchase Period at any time (together with any related contribution election) or may terminate any Purchase Period (together with any related contribution elections) at any time; provided, however, no such termination shall be retroactive unless the Board determines that applicable law requires a retroactive termination. 12. NOTICES All Election Forms and other communications from a Participant to the Plan Administrator under, or in connection with, this Plan shall be deemed to have been filed with the Plan Administrator when actually received in the form specified by the Plan Administrator at the location, or by the person, designated by the Plan Administrator for the receipt of any such Election Form and communications. 13. EMPLOYMENT The right to elect to participate in this Plan shall not constitute an offer of employment or membership on the Board, and no election to participate in this Plan shall constitute an employment agreement for an Eligible Employee. Any such right or election shall have no bearing whatsoever on the employment relationship between an Eligible Employee and any other person. Finally, no Eligible Employee shall be induced to participate in this Plan, or shall participate in this Plan, with the expectation that such participation will lead to employment or continued employment. 97 14. CHANGES IN CAPITAL STRUCTURE 14.1.In the event that the outstanding Shares of the Company are hereafter increased or decreased or changed into or exchanged for a different number or kind of Shares or other securities of the Company or of another corporation, by reason of any reorganization, merger, consolidation, recapitalization, reclassification, Share split-up, combination of Shares or dividend payable in Shares, appropriate adjustment shall be made by the Board in the number or kind of Shares as to which a right granted under this Plan shall be exercisable, to the end that the right holder's proportionate interest shall be maintained as before the occurrence of such event. Any such adjustment made by the Board shall be conclusive. 14.2.If the Company is not the surviving or resulting corporation in any reorganization, merger, consolidation or recapitalization, this Plan, and the Company's rights, duties and obligations hereunder, shall be assumed by the surviving or resulting corporation and the rights of a Participant to purchase Shares shall continue in full force and effect. 15. HEADINGS, REFERENCES AND CONSTRUCTION The headings to sections in this Plan have been included for convenience of reference only. This Plan shall be interpreted and construed in accordance with the laws of the State of Texas. 16. SHAREHOLDER APPROVAL This Plan is intended to be a " Qualified Plan" within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended. Accordingly, the Company will seek shareholder approval of the Plan at the next annual meeting of the Company's shareholders. If shareholder approval is not obtained, the Board of Trust Managers may terminate the Plan or cause the Plan to continue as a "Non-Qualified Plan" in its sole discretion. EX-10.20 10 GUARANTY 98 EXHIBIT 10.20 FORM OF GUARANTY This Guaranty (this "GUARANTY") is made as of the _____ day of _________ by each of the entities that is a signatory hereto (individually, a "GUARANTOR"; collectively, the "GUARANTORS"), in favor of Bank One, NA (the "BANK"), a national banking association having its principal office in Chicago, Illinois. R E C I T A L S: A. Camden Property Trust, a Texas real estate investment trust (the "COMPANY"), has requested that the Bank make a loan ("LOAN") to an employee of the Company (including such employee's heirs, personal representatives and assigns, the "BORROWER"), the proceeds of which will be used by the Borrower to purchase common shares of beneficial interest ("COMMON SHARES") of the Company. The Borrower has executed a promissory note (as amended, replaced or restated from time to time, a "NOTE") to evidence the Loan which may from time to time, in the sole discretion of the Bank, be made to the Borrower. The Borrower and his/her Note amount are set forth on Exhibit A hereto. B. Each of the Guarantors is a direct or indirect wholly-owned subsidiary of the Company. The execution and delivery of this Guaranty is a condition precedent to any extension of credit to the Borrower pursuant to the Note. Each term used but not otherwise defined herein shall have the meaning ascribed to such term by the Note. C. By virtue of the Borrower's services to the Company and the Guarantors, the Guarantors have derived and will continue to derive substantial benefits. Moreover, the ownership of the Common Shares which will be facilitated by the Loan will provide incentive to the Borrower in performing his/her job so as to more closely align the interests of the Borrower with those of the Company and its shareholders, and thus confer significant benefits upon the Guarantors. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration and as an inducement to the Bank to make the Loan to the Borrower, each Guarantor hereby agrees as follows: 1. Each Guarantor hereby jointly and severally, absolutely, irrevocably and unconditionally guarantees prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of any and all existing and future indebtedness, fees (including any Early Payment Fees) and liabilities of every kind, nature and character, direct or indirect, absolute or contingent (including all renewals, extensions and modifications thereof and all reasonable attorneys' fees incurred by the Bank in connection with the collection or enforcement thereof), of the Borrower to the Bank howsoever and whensoever created, but only to the extent constituting a Loan or Overdrafts (as defined in the Note) or arising under and evidenced by the Note executed by the Borrower and payable to the Bank (the "Guaranteed Debt"). This is a guaranty of payment, not a guaranty of collection. 2. Each Guarantor waives notice of the acceptance of this Guaranty and of the extension or continuation of the Guaranteed Debt or any part thereof. Each Guarantor further waives all setoffs and counterclaims and presentment, protest, notice, the benefit of any statutes of limitation, demand or action or 99 delinquency in respect of the Guaranteed Debt or any part thereof, including any right ...()()()..to require the Bank to sue the Borrower, any other guarantor or any other person obligated with respect to the Guaranteed Debt or any part thereof, or otherwise to enforce payment thereof against any collateral securing the Guaranteed Debt or any part thereof. If at any time any payment of any portion of the Guaranteed Debt is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, each Guarantor's obligations hereunder with respect to such payment shall be reinstated at such time as though such payment had not been made and whether or not the Bank is in possession of this Guaranty. 3. Each Guarantor hereby agrees that, to the fullest extent permitted by law, its obligations hereunder shall be continuing, absolute and unconditional under any and all circumstances and not subject to any reduction, limitation, impairment, termination, defense (other than indefeasible payment in full), setoff, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by it to the fullest extent permitted by law), whether by reason of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise. This Guaranty shall continue in effect until receipt by the Bank of written notice of its termination and, notwithstanding such receipt, thereafter as to Guaranteed Debt incurred, arising or committed for prior to receipt by the Bank of such notice of termination, notwithstanding any extensions, modifications, renewals or indulgences with respect to, or substitutions for, the Guaranteed Debt or any part thereof. 4. The validity and enforceability of this Guaranty shall not be impaired or affected by any of the following, whether occurring before or after receipt by the Bank of notice of termination of this Guaranty: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Debt or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Debt or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Debt or any part thereof; (c) any waiver of any right, power or remedy or of any default with respect to the Guaranteed Debt or any part thereof or any agreement relating thereto or with respect to any collateral securing the Guaranteed Debt or any pan thereof; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Debt or any part thereof, any other guaranties with respect to the Guaranteed Debt or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Debt or any pad thereof; (e) the enforceability or validity of the Guaranteed Debt or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Debt or any part thereof; (f) the application of payments received from any source to the payment of indebtedness other than the Guaranteed Debt, any part thereof or amounts which are not covered by this Guaranty even though the Bank might lawfully have elected to apply such payments to any part or all of the Guaranteed Debt or to amounts which are not covered by this Guaranty; (g) the insolvency, bankruptcy, death or any other change in the legal status of the Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Debt; (i) the failure of the Borrower or any Guarantor to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Debt or this Guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Debt or this Guaranty; (j) the existence of any claim, setoff or other rights which any Guarantor may have at any time against the Borrower in connection herewith or an unrelated transaction; (k) any disbursement of funds to the Borrower who has not executed and delivered a Note 100 or any disbursement of funds on the basis of a facsimile (rather than original) signature for such Note (it being understood that upon the disbursement of funds by the Bank to the Company with respect to the Borrower in the principal amount set forth on Exhibit A hereto, such amount shall for all purposes of this Guaranty be treated as a Loan outstanding to the Borrower in accordance with the Note and shall be included in the Guaranteed Debt; or (l) any other fact or circumstances which might otherwise constitute grounds at law or equity for the discharge or release of any Guarantor from its obligations hereunder, all whether or not any Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (l) of this paragraph. It is agreed that each Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Debt or any part thereof and that each Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by the Borrower of the Guaranteed Debt in the manner agreed upon between the Bank and the Borrower. To the extent that, by operation of Section 16 of the Note or otherwise, the Bank is not entitled to collect any portion of the Guaranteed Debt in the amount and manner provided for in the Note (such portion being the "Excess Amount"), the Guarantors shall nevertheless be obligated to, and shall, pay to the Bank, as additional consideration for funding the Loan and thereby benefiting the Guarantors, an amount equal to such Excess Amounts. Such additional consideration shall be paid upon demand made on or after the date such Excess Amount was otherwise due. 5. Credit may be granted or continued from time to time by the Bank to the Borrower without notice to or authorization from any Guarantor regardless of the Borrower's financial or other condition at the time of any such grant or continuation, provided that in no event shall the principal amount outstanding under the Borrower's Note exceed the amount set forth for the Borrower on Exhibit A hereto. The Bank shall have no obligation to disclose or discuss with any Guarantor its assessment of the financial condition of the Borrower. 6. Until the Guaranteed Debt is irrevocably paid in full, the Guarantors shall not have or exercise any right of subrogation with respect to payments made by any Guarantor pursuant to this Guaranty and hereby waive any right to enforce any remedy which the Bank now has or may hereafter have against the Borrower. 7. In the event that acceleration of the time for payment of any of the Guaranteed Debt is stayed, upon the insolvency, bankruptcy or reorganization of the Borrower, or otherwise, all such amounts shall nonetheless be payable by the Guarantors forthwith upon demand by the Bank. Each Guarantor further agrees that, to the extent that the Borrower makes a payment or payments to the Bank on the Guaranteed Debt, or the Bank receives any proceeds of collateral, if any, securing the Guaranteed Debt, which payment or receipt of proceeds or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be returned or repaid to the Borrower, its estate, trustee, receiver, debtor in possession or any other party, including, without limitation, any Guarantor, under any insolvency or bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment, return or repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date when such initial payment, reduction or satisfaction occurred. 8. Without limiting the rights of the Bank under applicable law, each Guarantor authorizes the Bank to apply or offset any sums standing to the credit of the Guarantors with any office, branch, subsidiary or affiliate of the Bank to the payment when due of any amount owing by the Guarantors under this Guaranty. 101 9. No provision of this Guaranty may be amended, supplemented or modified, or any of the terms and provisions hereof waived, except by a written instrument executed by the Bank and each Guarantor. No failure on the part of the Bank to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. Any determination by a court of competent jurisdiction of the amount of any Guaranteed Debt owing by the Borrower to the Bank shall be conclusive and binding on each Guarantor irrespective of whether such Guarantor was a party to the suit or action in which such determination was made. All obligations of the Guarantors hereunder shall be joint and several. 10. Each Guarantor hereby represents and warrants to the Bank that: (a) such Guarantor is a corporation or limited partnership duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, as applicable, and is duly qualified and in good standing as a foreign corporation or limited partnership and is duly authorized to conduct its business in each jurisdiction in which the nature of its business or the ownership of its properties makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified would not have a material adverse effect on such Guarantor; (b) such Guarantor has all requisite power and authority (corporate and otherwise) and legal right to execute and deliver this Guaranty and to perform its obligations hereunder; (c) the execution and delivery by such Guarantor of this Guaranty and the performance of its obligations hereunder have been duly authorized by proper corporate or partnership proceedings, as applicable, and this Guaranty constitutes the legal, valid and binding obligations of such Guarantor, enforceable against such Guarantor, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally; (d) neither the execution and delivery by such Guarantor of this Guaranty nor compliance with the provisions of this Guaranty will, or at the relevant time did, (i) violate any law, rule, regulation (including Regulations T, U or X), order, writ, judgment, injunction, decree or award binding on such Guarantor or such Guarantor's charter, articles or certificate of incorporation, certificate of formation, by-laws or partnership agreement, (ii) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which such Guarantor is a party or is subject, or by which it, or its property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any lien in, of or on the property of such Guarantor pursuant to the terms of any such indenture, instrument or agreement, or (iii) require any consent of the stockholders of any person or of any governmental authority; and (e) no obligations of the Borrower to such Guarantor in respect of the Loan or this Guaranty are directly or "indirectly secured" by any "margin stock" (as such terms are defined in Regulation U of the Board of Governors of the Federal Reserve System). Each Guarantor agrees that (i) the foregoing representations and warranties shall be deemed to have been made by such Guarantor on the date of this Guaranty and (ii) it will not take any action or accept any collateral which would result in Section 10(e) of this Guaranty being untrue at any time. At the request of the Bank, each Guarantor agrees to promptly deliver, or caused to be delivered, 102 to the Bank the information required to be delivered under Section 7.1 of the Existing Credit Agreement evidencing compliance with the covenants and other terms contained therein and such other information regarding the financial position or business of the Guarantors as the Bank may reasonably request from time to time. 11. The undersigned shall pay all costs, fees and expenses (including reasonable attorneys' fees) incurred by the Bank in collecting or enforcing the Guarantors' obligations under this Guaranty. 12. Wherever possible, each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Guaranty. The provisions of this Guaranty are severable, and in any action or proceeding involving any state corporate law, or any state or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor hereunder would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such Guarantor's liability under this Guaranty, then, notwithstanding any other provision of this Guaranty to the contrary, the amount of such liability shall, without any further action by the Guarantors or the Bank be automatically limited and reduced to the highest amount which is valid and enforceable as determined in such action or proceeding. 13. This Guaranty shall (i) bind the Guarantors and their successors and assigns, (ii) inure to the benefit of the Bank, its successors and assigns and (iii) be governed by the internal laws (and not the law of conflicts) of the State of Illinois. The undersigned hereby irrevocably submits to the non-exclusive jurisdiction of any United States federal or Illinois state court sitting in Chicago in any action or proceeding arising out of or relating to this Guaranty, and each Guarantor hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in any such court. THE GUARANTORS AND THE BANK, BY ITS ACCEPTANCE HEREOF, EACH HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY ACTION ARISING HEREUNDER. 14. Except as otherwise expressly provided herein, any notice required or desired to be served, given or delivered to any party hereto under this Guaranty shall be in writing by telex, facsimile, U.S. mail or overnight courier and addressed or delivered to such party (a) if to the Bank, at 1 Bank One Plaza, Chicago, Illinois 60670, Attention: Carolyn M. Johnson, facsimile: (312) 732-7099, or (b) if to any Guarantor, at their addresses set forth below, or to such other address as the Bank or any Guarantor designates to the Agent in writing. All notices by United States mail shall be sent certified mail, return receipt requested. All notices hereunder shall be effective upon delivery or refusal of receipt; provided, however, that any notice transmitted by telex or facsimile shall be deemed given when transmitted (answerback confirmed in the case of telexes). [signature page follows] 103 IN WITNESS WHEREOF, each Guarantor has executed this Guaranty as of the date first above written. CAMDEN USA, INC. By:_____________________________________ Title:__________________________________ Address: 3 Greenway Plaza Suite 1300 Houston, Texas 77046 Attention: G. Steven Dawson Facsimile: (713) 354-2710 CAMDEN OPERATING L.P. By: CPT-GP, Inc., its general partner By:_____________________________________ Title:__________________________________ Address: 3 Greenway Plaza Suite 1300 Houston, Texas 77046 Attention: G. Steven Dawson Facsimile: (713) 354-2710 EX-11.1 11 COMPUTATION OF EARNINGS PER COMMON SHARE 104
EXHIBIT 11.1 CAMDEN PROPERTY TRUST COMPUTATION OF EARNINGS PER COMMON SHARE Year Ended December 31, ---------------------------------------- 1999 1998 1997 ---------- ---------- ---------- BASIC EARNINGS PER SHARE Weighted average common shares outstanding 41,236 41,174 26,257 ========== ========== ========== Basic earnings per share $ 1.27 $ 1.16 $ 1.46 ========== ========== ========== DILUTED EARNINGS PER SHARE Weighted average common shares outstanding 41,236 41,174 26,257 Shares issuable from assumed conversion of: Common share options and awards granted 431 399 330 Minority interest units 2,624 2,610 1,769 ---------- ---------- ---------- Weighted average common shares outstanding, as adjusted 44,291 44,183 28,356 ========== ========== ========== Diluted earnings per share $ 1.23 $ 1.12 $ 1.41 ========== ========== ========== EARNINGS FOR BASIC AND DILUTED COMPUTATION Net income $ 61,623 $ 57,333 $ 38,438 Less: dividends on preferred shares 9,371 9,371 ---------- ---------- ---------- Net income to common shareholders (basic earnings per share computation) 52,252 47,962 38,438 Dividends on preferred shares Minority interests 2,014 1,322 1,655 ---------- ---------- ---------- Net income to common shareholders, as adjusted (diluted earnings per share computation) $ 54,266 $ 49,284 $ 40,093 ========== ========== ==========
EX-12.1 12 STATEMENT REGARDING COMPUATION OF RATIOS 105 EXHIBIT 12.1 CAMDEN PROPERTY TRUST STATEMENT REGARDING COMPUTATION OF RATIOS FOR THE FIVE YEARS ENDED DECEMBER 31, 1999 (In thousands, except for ratio amounts)
1999 (3) 1998 1997 (1) 1996 (2) 1995 ----------- ------------ ----------- ----------- ----------- EARNINGS BEFORE FIXED CHARGES: Net income before minority interests $ 71,915 $ 58,655 $ 40,093 $ 8,713 $ 12,330 Less: equity in income of joint ventures (683) (1,312) (1,141) ----------- ------------ ----------- ----------- ----------- 71,232 57,343 38,952 8,713 12,330 Distributed income of joint ventures 2,505 2,350 1,939 Less: interest capitalized (16,396) (9,929) (3,338) (4,129) (5,321) Less: preferred distribution of subsidiaries (8,278) ----------- ------------ ----------- ----------- ----------- Total earnings before fixed charges 49,063 49,764 37,553 4,584 7,009 ----------- ------------ ----------- ----------- ----------- FIXED CHARGES: Interest expense 57,856 50,467 28,537 17,336 13,843 Interest capitalized 16,396 9,929 3,338 4,129 5,321 Accretion of discount 320 169 142 Loan amortization 1,100 785 864 825 720 Interest portion of rental expense 517 300 235 143 143 Preferred distribution of subsidiaries 8,278 ----------- ------------ ----------- ----------- ----------- Total fixed charges 84,467 61,650 33,116 22,433 20,027 ----------- ------------ ----------- ----------- ----------- Total earnings and fixed charges $ 133,530 $ 111,414 $ 70,669 $ 27,017 $ 27,036 =========== ============ =========== =========== =========== RATIO OF EARNINGS TO FIXED CHARGES 1.58x 1.81x 2.13x 1.20x 1.35x RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED SHARE DIVIDENDS: Total fixed charges $ 84,467 $ 61,650 $ 33,116 $ 22,433 $ 20,027 Preferred share dividends 9,371 9,371 4 39 ----------- ------------ ----------- ----------- ----------- Total combined fixed charges and preferred share dividends 93,838 71,021 33,116 22,437 20,066 Total earnings and combined fixed charges and preferred share dividends $ 142,901 $ 120,785 $ 70,669 $ 27,021 $ 27,075 =========== ============ =========== =========== =========== RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED SHARE DIVIDENDS 1.52 x 1.70x 2.13x 1.20x 1.35x
(1) Earnings include a $10,170 impact related to gain on sales of properties. Excluding this impact, such ratios would be 1.83x. (2) Earnings include a $(5,351) impact from the extinguishment of hedges upon debt refinancing. Excluding this impact, such ratios would be 1.44x. (3) Earnings include a $2,979 impact related to gain on sales of properties. Excluding this impact, such ratios would be 1.55x and 1.49x. EX-13.1 13 MANAGEMENT'S DISCUSSION AND ANALYSIS 106 EXHIBIT 13.1 Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read in conjunction with all of the financial statements and notes appearing elsewhere in this report. Historical results and trends which might appear should not be taken as indicative of future operations. We have made statements in this report that are "forward-looking" in that they do not discuss historical fact, but instead note future expectations, projections, intentions or other items relating to the future. You should not rely on these forward-looking statements because they are subject to known and unknown risks, uncertainties and other factors that may cause our actual results or performance to differ materially from those contemplated by the forward-looking statements. Many of those factors are noted in conjunction with the forward-looking statements in the text. Other important factors that could cause actual results to differ include: the results of our efforts to implement our property development strategy; the effect of economic conditions; our failure to qualify as a real estate investment trust; our cost of capital; the actions of our competitors and our ability to respond to those actions; changes in government regulations, tax rates and similar matters; and environmental uncertainties and natural disasters. These forward-looking statements represent our estimates and assumptions only as of the date of this report. Business Camden Property Trust is a real estate investment trust and, with our subsidiaries, reports as a single business segment. Our activities relate to the ownership, development, construction and management of multifamily apartment communities in the Southwest, Southeast, Midwest and Western regions of the United States. As of December 31, 1999, we owned interests in, operated or were developing 159 multifamily properties containing 55,785 apartment homes located in nine states. Our properties, excluding properties in lease-up and under development during 1999, had a weighted average occupancy rate of 93% for the year ended December 31, 1999. This represents the average occupancy for all our properties in 1999 weighted by the number of apartment homes in each property. Six of our multifamily properties containing 2,474 apartment homes were under development at December 31, 1999. Additionally, we have several sites which we intend to develop into multifamily apartment communities. On April 8, 1998, we acquired, through a tax-free merger, Oasis Residential, Inc., a publicly traded Las Vegas-based multifamily REIT. Through this acquisition, we acquired 52 completed multifamily properties and 15,514 apartment homes. Each share of Oasis common stock outstanding on April 8, 1998 was exchanged for 0.759 of a Camden common share. Each share of Oasis Series A cumulative convertible preferred stock outstanding on April 8, 1998 was exchanged for one Camden Series A cumulative convertible preferred share with terms and conditions comparable to the Oasis preferred stock. We issued 12.4 million common shares and 4.2 million preferred shares in exchange for the outstanding Oasis common and preferred stock, respectively. We assumed approximately $484 million of Oasis debt, at fair value in the merger. The accompanying consolidated financial statements include the operations of Oasis since April 1, 1998, the effective date of the Oasis merger for accounting purposes. 107 In connection with the merger with Oasis, on June 30, 1998, we completed a transaction in which Camden USA, Inc., one of our wholly owned subsidiaries, and TMT-Nevada, L.L.C., a Delaware limited liability company, formed Sierra-Nevada Multifamily Investments, LLC. We entered into this transaction to reduce our market risk in the Las Vegas area. TMT-Nevada holds an 80% interest in Sierra-Nevada and Camden USA holds the remaining 20% interest. In the above transaction, we transferred to Sierra-Nevada 19 apartment communities containing 5,119 apartment homes for an aggregate of $248 million. Prior to the merger, Oasis owned 100% of each of these communities. In the merger, Camden USA acquired these communities. As a result, after the merger and prior to the Sierra-Nevada transaction, Camden USA owned 100% of each of these 19 properties which are located in Las Vegas, Nevada. This transaction was funded with capital invested by the members of Sierra-Nevada, the assumption of $9.9 million of existing nonrecourse indebtedness, the issuance of 17 nonrecourse cross collateralized and cross defaulted loans totaling $180 million and the issuance of two nonrecourse second lien mortgages totaling $7 million. On April 15, 1997, we acquired, through a tax-free merger, Paragon Group, Inc., a Dallas-based multifamily REIT. Through this acquisition, we acquired 50 multifamily properties and 15,975 apartment homes. Each share of Paragon common stock outstanding on April 15, 1997 was exchanged for 0.64 of our common shares. We issued 9.5 million common shares in exchange for all of the outstanding shares of Paragon common stock, issued 2.4 million limited partnership units in Camden Operating, L.P. and assumed approximately $296 million of Paragon debt, at fair value, in the Paragon acquisition. The accompanying consolidated financial statements include the operations of Paragon since April 1, 1997, the effective date of the Paragon acquisition for accounting purposes. Our multifamily property portfolio, excluding land we hold for future development and joint venture properties we do not manage, at December 31, 1999, 1998 and 1997 is summarized as follows: 108
1999 1998 (a) 1997 ------------------------------------------------------------------------------------------- Apartment Apartment Apartment Homes Properties % (b) Homes Properties % (b) Homes Properties % (b) ---------- ---------- ------- ----------- ---------- ------- ----------- ---------- ------- Operating Properties Texas Houston 8,258 19 16% 6,345 15 13% 6,345 16 18% Dallas (d) 9,381 26 18 9,381 26 17 9,381 26 24 Austin 1,745 6 4 1,745 6 4 1,745 6 5 Other 1,641 5 3 1,641 5 3 1,585 5 4 ---------- ---------- ------- ----------- ---------- ------- ----------- ---------- ------- Total Texas Operating 21,025 56 41 19,112 52 37 19,056 53 51 Properties Arizona 2,326 7 5 2,326 7 5 1,894 5 5 California 1,272 3 3 1,272 3 3 Colorado (c) 2,312 7 4 1,972 6 3 Florida 7,335 17 15 7,261 17 14 6,355 17 18 Kentucky 1,016 4 2 1,142 5 2 1,142 5 3 Missouri 3,327 8 7 3,327 8 7 3,487 10 10 Nevada (c) 11,963 41 14 12,163 41 14 North Carolina (d) 2,735 10 4 2,735 10 4 2,735 10 6 ---------- ---------- ------- ----------- ---------- ------- ----------- ---------- ------- Total Operating Properties 53,311 153 95 51,310 149 89 34,669 100 93 ---------- ---------- ------- ----------- ---------- ------- ----------- ---------- ------- Properties Under Development Texas Houston (e) 2,213 5 4 1,365 3 4 Dallas 620 1 1 600 1 1 ---------- ---------- ------- ----------- ---------- ------- ----------- ---------- ------- Total Texas 620 1 1 2,813 6 5 1,365 3 4 Development Properties Arizona 332 1 1 325 1 1 240 1 1 California 380 1 1 380 1 1 Colorado 218 1 558 2 1 Florida (e) 492 1 1 1,150 3 2 306 1 1 Kentucky 432 1 1 432 1 1 432 1 1 ---------- ---------- ------- ----------- ---------- ------- ----------- ---------- ------- Total Properties Under Development 2,474 6 5 5,658 14 11 2,343 6 7 ---------- ---------- ------- ----------- ---------- ------- ----------- ---------- ------- Total Properties 55,785 159 100% 56,968 163 100% 37,012 106 100% ========== ======= ========== ======= ========== ======= Less: Joint Venture Apartment Homes (c) (d) 6,504 6,704 1,264 ----------- ----------- ----------- Total Apartment Homes - Owned 100% 49,281 50,264 35,748 =========== =========== ===========
109 (a) Includes the combination of operations at December 31, 1998 of two adjacent properties in Nevada, which were acquired in the Oasis merger, two adjacent properties in Houston and two adjacent properties in Florida. (b) Based on number of apartment homes we owned 100%. (c) The 1999 and 1998 figures include properties held in joint ventures as follows: one property with 321 apartment homes in Colorado in which we own a 50% interest, the remaining interest is owned by an unaffiliated private investor; and 19 properties with 4,919 apartment homes (5,119 apartment homes at December 31, 1998) in Nevada owned through Sierra-Nevada Multifamily Investments, LLC in which we own a 20% interest. (d) The 1999, 1998 and 1997 figures include properties held in a joint venture as follows: one property with 708 apartment homes in Dallas and two properties with 556 apartment homes in North Carolina in which we own a 44% interest, the remaining interest is owned by unaffiliated private investors. (e) The 1999 figures exclude two properties classified as Properties Under Development at December 31, 1998 as follows: one property with 300 apartment homes in Houston which is now classified as land held for future development, and one property with 352 apartment homes in Florida which was sold during the year. 110 At December 31, 1999, we had three completed properties under lease-up as follows:
Product Number of % Leased Estimated Type Apartment at 3/2/00 Date of Date of Property and Location Homes Completion Stabilization - ----------------------------------------- ------------ --------------- ------------- -------------- ----------------- The Park at Goose Creek Baytown, TX Affordable 272 96% 3Q99 1Q00 The Park at Holly Springs Houston, TX Garden 548 66% 3Q99 4Q00 The Park at Greenway Houston, TX Urban 756 82% 4Q99 3Q00
At December 31, 1999, we had six development properties in various stages of construction as follows:
Product Number of Estimated Estimated Estimated Type Apartment Cost Date of Date of Property and Location Homes ($ millions)* Completion Stabilization - --------------------------------------------- --------------- ----------- ----------------- -------------- --------------- In Lease-Up The Park at Caley Garden 218 $ 18.4 1Q00 2Q00 Denver, CO The Park at Lee Vista Garden 492 33.1 1Q00 1Q01 Orlando, FL The Park at Oxmoor Garden 432 22.3 1Q00 1Q01 Louisville, KY ---------- ---------- Subtotal 1,142 73.8 ---------- ---------- Under Construction The Park at Arizona Center Urban 332 24.7 1Q00 1Q01 Phoenix, AZ The Park at Farmers Market, Phase I Urban 620 50.1 4Q00 4Q01 Dallas, TX The Park at Crown Valley Garden 380 42.9 1Q01 4Q01 Mission Viejo, CA ---------- ----------- Subtotal 1,332 117.7 ---------- ----------- Total for 6 development properties 2,474 $ 191.5 ========== ===========
*As of December 31, 1999, we had incurred $143.6 million of the estimated $191.5 million. Properties under development in our consolidated financial statements includes land held for development totaling $94.8 million at December 31, 1999. Included in this amount is $74.7 million related to the development of three urban land projects located in Dallas, Houston and Long Beach, California. At December 31, 1999, we had a $30.4 million investment in 38 acres in downtown Dallas which are being used for development of The Park at Farmers Market, Phase I, and the proposed future development of Phase II. We are also in the planning phase related to the possible development of 55 for-sale townhomes in this area. The remaining land may be sold to third parties for commercial and retail development. Additionally, we had $44.3 million in land under development in two properties located in Houston and Long Beach. These properties are currently in the planning stage to determine the number of apartment homes that will be developed based on demand in these areas over the next three to five years. We also may sell certain parcels of these two properties to third parties for commercial and retail development. 111 At year end, we were obligated under an earnest money contract to sell two parcels of land totaling approximately $15 million. We expect to complete this transaction late in the first quarter to early in the second quarter of 2000. Our multifamily property portfolio is diversified throughout markets in the Southwest, Southeast, Midwest and Western regions of the United States. At December 31, 1999 and 1998, our investment in various geographic areas, excluding investment in joint ventures, was as follows: (Dollars in thousands)
1999 1998 ------------------- -------------------- Texas Houston $ 402,997 15% $ 347,069 14% Dallas 393,223 15 370,538 15 Austin 69,162 3 67,832 3 Other 59,200 2 57,705 2 ------------- ----- ------------ ------- Total Texas Properties 924,582 35 843,144 34 ------------- ----- ------------ ------- Arizona 148,871 6 133,047 5 California 177,394 7 139,602 6 Colorado 184,798 7 158,837 7 Florida 393,569 15 376,235 15 Kentucky 69,322 3 56,954 2 Missouri 172,454 6 169,741 7 Nevada 491,226 18 487,679 20 North Carolina 93,949 3 90,219 4 ------------- ----- ------------ ------- Total Properties $ 2,656,165 100% $ 2,455,458 100% ============= ===== ============ =======
Liquidity and Capital Resources Financial Structure We intend to continue maintaining what management believes to be a conservative capital structure by: (i) using what management believes is a prudent combination of debt and common and preferred equity; (ii) extending and sequencing the maturity dates of our debt where possible; (iii) managing interest rate exposure using fixed rate debt and hedging, where management believes it is appropriate; (iv) borrowing on an unsecured basis in order to maintain a substantial number of unencumbered assets; and (v) maintaining conservative coverage ratios. The interest expense coverage ratio, net of capitalized interest, was 3.7 times for each of the years ended December 31, 1999 and 1998. At December 31, 1999 and 1998, 76.0% and 73.2%, respectively, of our properties (based on invested capital) were unencumbered. 112 Liquidity We intend to meet our short-term liquidity requirements through cash flows provided by operations, our unsecured line of credit discussed in the financial flexibility section and other short-term borrowings. We expect that our ability to generate cash will be sufficient to meet our short-term liquidity needs, which include: (i) normal operating expenses; (ii) current debt service requirements; (iii) recurring capital expenditures; (iv) property development; (v) common share repurchases; and (vi) distributions on our common and preferred equity. We consider our long-term liquidity requirements to be the repayment of maturing debt and borrowings under our unsecured line of credit and funding of acquisitions. We intend to meet our long-term liquidity requirements through the use of common and preferred equity capital, senior unsecured debt and property dispositions. In 1998, we began repurchasing our securities under a program approved by our Board of Trust Managers. The plan allows us to repurchase or redeem up to $200 million of our securities through open market purchases and private transactions. Management believes that we can reinvest available cash flow into our own securities at yields which exceed those currently available on direct real estate investments. In management's opinion, these repurchases can be made without incurring additional debt and without reducing our financial flexibility. At December 31, 1999, we had repurchased approximately 5.7 million common shares and redeemed approximately 104,000 units at a total cost of $149.7 million. Management expects to complete the remaining repurchases during 2000. As of December 31, 1999, we had $259 million available under the unsecured line of credit. In December 1999, we filed a universal shelf registration statement providing for the issuance of up to $660.2 million in debt securities, preferred shares, common shares or warrants, all of which was available at year end. Additionally, at December 31, 1999, we had $75.3 million available under our $500 million shelf registration filed in April 1997 and $14.5 million available from our medium-term note program. Subsequent to year end, we filed a post-effective amendment to combine these three programs into a single $750 million universal shelf registration. We have significant unencumbered real estate assets which could be sold or used as collateral for financing purposes should other sources of capital not be available. We are currently seeking to selectively dispose of up to $150 million of real estate assets that management believes have a lower projected net operating income growth rate than the overall portfolio, or no longer conform to our operating and investment strategies. We currently anticipate using the potential proceeds from these sales to retire debt and repurchase shares. However, we cannot assure you that we will complete these sales or that the final outcomes of these sales, if completed, will be on terms favorable to us. On January 17, 2000, we paid a distribution of $0.52 per share for the fourth quarter of 1999 to all holders of record of our common shares as of December 20, 1999, and paid an equivalent amount per unit to holders of limited partnership units in Camden Operating, L.P. Total distributions to common shareholders and holders of operating partnership units for the year ended December 31, 1999 were $2.08 per share or unit. We determine the amount of cash available for distribution to unitholders in accordance with the partnership 113 agreements and have made and intend to continue to make distributions to the holders of operating partnership units in amounts equivalent to the per share distributions paid to holders of common shares. We intend to continue to make shareholder distributions in accordance with REIT qualification requirements under the federal tax code while maintaining what management believes to be a conservative payout ratio, and expect to continue reducing the payout ratio. The dividend payout ratio was 65% and 68.5% for the year ended December 31, 1999 and 1998, respectively. On February 15, 2000, we paid a quarterly dividend on our preferred shares of $0.5625 per share to all preferred shareholders of record as of December 20, 1999. Total dividends to holders of preferred shares for the year ended December 31, 1999 were $2.25 per share. Financial Flexibility We intend to concentrate our growth efforts toward selective development and acquisition opportunities in our current markets, and through the acquisition of existing operating portfolios and development properties in selected new markets. During the year ended December 31, 1999, we incurred $188.5 million in development costs and no acquisition costs. We are developing six additional properties at an aggregate cost of approximately $191.5 million of which we incurred $81.9 million during 1999. At year end, we were obligated for approximately $45 million under construction contracts (a substantial amount of which is to be funded by debt). We fund our developments and acquisitions through a combination of equity capital, partnership units, medium-term notes, construction loans, other debt securities and the unsecured line of credit. We also seek to selectively dispose of assets that management believes have a lower projected net operating income growth rate than the overall portfolio, or no longer conform to our operating and investment strategies. Such sales may generate capital for acquisitions and new developments, debt reduction, and common share repurchases. During the third quarter of 1999, we entered into a line of credit with 14 banks for a total commitment of $375 million. This line of credit replaced our three previous lines of credit which totaled $275 million. The new line of credit is scheduled to mature in August 2002. The scheduled interest rate is currently based on a spread over LIBOR or Prime. The scheduled interest rates are subject to change as our credit ratings change. Advances under the line of credit may be priced at the scheduled rates, or we may enter into bid rate loans with participating banks at rates below the scheduled rates. These bid rate loans have terms of six months or less and may not exceed the lesser of $187.5 million or the remaining amount available under the line of credit. The line of credit is subject to customary financial covenants and limitations. At year end, we were in compliance with all covenants and limitations. As an alternative to our unsecured line of credit, we from time to time borrow using competitively bid unsecured short-term notes with lenders who may or may not be a part of the unsecured line of credit bank group. Such borrowings vary in term and pricing and are typically priced at interest rates below those available under the unsecured line of credit. During the first quarter of 1999, our operating partnership issued $100 million of 8.5% Series B Cumulative Redeemable Perpetual Preferred Units. Distributions on the preferred units are payable quarterly in arrears. The preferred units are redeemable for cash by the operating partnership on or after the fifth anniversary of the date of issuance at par plus the amount of any accumulated and unpaid distributions. The preferred units are convertible after 10 years by the holder into our 8.5% Series B Cumulative Redeemable Perpetual Preferred Shares. The preferred units are subordinate to present and future debt. We used the net proceeds to reduce indebtedness outstanding under the unsecured lines of credit and repurchase common shares. 114 During the third quarter of 1999, our operating partnership issued $35.5 million of 8.25% Series C Cumulative Redeemable Perpetual Preferred Units. Distributions on the preferred units are payable quarterly in arrears. The preferred units are redeemable for cash by the operating partnership on or after the fifth anniversary of the date of issuance at par plus the amount of any accumulated and unpaid distributions. The preferred units are convertible after 10 years by the holder into our 8.25% Series C Cumulative Redeemable Perpetual Preferred Shares. The preferred units are subordinate to present and future debt. Subsequent to year end, our operating partnership issued an additional $17.5 million Series C preferred units. We used the net proceeds to reduce indebtedness outstanding under the unsecured lines of credit and repurchase common shares. During the first quarter of 1999, we issued $39.5 million aggregate principal amount of senior unsecured notes from our $196 million medium-term note shelf registration. These fixed rate notes, due in January 2002 through 2009, bear interest at a weighted average rate of 7.07%, payable semiannually on January and July 15. We used the net proceeds to reduce indebtedness outstanding under the unsecured lines of credit. During the second quarter of 1999, we issued $15 million principal amount of senior unsecured notes from our $196 million medium-term note shelf registration. These fixed rate notes, due in March 2002, bear interest at a rate of 6.74%, payable semiannually on March and September 15. We used the net proceeds to reduce indebtedness outstanding under the unsecured lines of credit. Also during the second quarter of 1999, we issued from our $500 million shelf registration an aggregate principal amount of $200 million of five-year senior unsecured notes. Interest on the notes accrues at an annual rate of 7.0% and is payable semi-annually on April and October 15, commencing on October 15, 1999. The notes are direct, senior unsecured obligations and rank equally with all other unsecured and unsubordinated indebtedness. We may redeem the notes at any time subject to a make-whole provision. The proceeds from the sale of the notes were $197.7 million, net of issuance costs. We used the net proceeds to reduce indebtedness under the unsecured lines of credit and for general working capital purposes. Market Risk We use fixed and floating rate debt to finance acquisitions, developments and maturing debt. These transactions expose us to market risk related to changes in interest rates. Management's policy is to review our borrowings and attempt to mitigate interest rate exposure through the use of derivative instruments. Our policy regarding the use of derivative financial instruments in managing market risk exposures is consistent with the prior year and is not expected to change in future years. We do not use derivative financial instruments for trading or speculative purposes. We currently have a $25 million interest rate swap agreement designated as a partial hedge of floating rate debt. The swap is scheduled to mature in July 2000, but the issuing bank has an option to extend this agreement to July 2002. The interest rate is fixed at 6.1%, resulting in an interest rate exposure equal to the difference between 6.1% and the actual base rate on the related indebtedness. This swap continues to be used as a hedge to manage the risk of interest rate fluctuations on the unsecured line of credit and other floating rate indebtedness. During September 1999, we executed three interest rate swap agreements totaling $70 million which are scheduled to mature in October 2000. These swaps are being used as a hedge of interest rate exposure on our $90 million medium-term notes issued in October 1998 which mature in October 2000. Currently, the interest rate on the medium-term notes is fixed at 7.23%. The interest rates on the swaps are reset monthly based on the one-month LIBOR rate plus a spread which resulted in an effective interest rate on the swaps of 7.70% at December 31, 1999. 115 For fixed rate debt, interest rate changes affect the fair market value but do not impact net income to common shareholders or cash flows. Conversely, for floating rate debt, interest rate changes generally do not affect the fair market value but do impact net income to common shareholders and cash flows, assuming other factors are held constant. At December 31, 1999, after adjusting for the effect of the interest rate swap agreements, we had fixed rate debt of $940.6 million and floating rate debt of $224.5 million. Holding other variables constant (such as debt levels), a one percentage point variance in interest rates would change the unrealized fair market value of the fixed rate debt by approximately $33.8 million. The net income to common shareholders and cash flows impact on the next year resulting from a one percentage point variance in interest rates on floating rate debt would be approximately $2.2 million, holding all other variables constant. Funds from Operations Management considers FFO to be an appropriate measure of performance of an equity REIT. The National Association of Real Estate Investment Trusts currently defines FFO as net income (computed in accordance with generally accepted accounting principles), excluding gains (or losses) from debt restructuring and sales of property, plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Our definition of diluted FFO also assumes conversion at the beginning of the period of all convertible securities, including minority interest, which are convertible into common equity. We believe that in order to facilitate a clear understanding of our consolidated historical operating results, FFO should be examined in conjunction with net income as presented in the consolidated financial statements and data included elsewhere in this report. FFO is not defined by generally accepted accounting principles. FFO should not be considered as an alternative to net income as an indication of our operating performance or to net cash provided by operating activities as a measure of our liquidity. Further, FFO as disclosed by other REIT's may not be comparable to our calculation. Our diluted FFO for the year ended December 31, 1999 increased $14.4 million, or 10.4%, over 1998 primarily due to the Oasis merger, property acquisitions, developments and improvements in the performance of the stabilized properties in the portfolio. 116 The calculation of basic and diluted FFO for the years ended December 31, 1999 and 1998 follows: (In thousands)
1999 1998 ----------- ----------- Funds from operations Net income to common shareholders $ 52,252 $ 47,962 Real estate depreciation 87,491 76,740 Real estate depreciation from unconsolidated ventures 3,198 2,253 Loss on sale of property held in unconsolidated ventures 738 Gain on sales of properties and joint venture interests (2,979) ----------- ----------- Funds from operations - basic 140,700 126,955 Preferred share dividends 9,371 9,371 Income allocated to operating partnership units 2,014 1,322 Interest on convertible subordinated debentures 258 317 Amortization of deferred costs on convertible debentures 26 31 ----------- ----------- Funds from operations - diluted $ 152,369 $ 137,996 =========== =========== Weighted average shares - basic 41,236 41,174 Common share options and awards granted 431 399 Preferred shares 3,207 2,416 Minority interest units 2,624 2,610 Convertible subordinated debentures 146 180 ----------- ----------- Weighted average shares - diluted 47,644 46,779 =========== ===========
Results of Operations Changes in revenues and expenses related to the operating properties from period to period are primarily due to the Oasis and Paragon mergers, property acquisitions, developments, dispositions and improvements in the performance of the stabilized properties in the portfolio. Where appropriate, comparisons are made on a dollars-per-weighted-average-apartment homes basis in order to adjust for such changes in the number of apartment homes owned during each period. Selected weighted average revenues and expenses per operating apartment home for the three years ended December 31, 1999 are as follows:
1999 1998 1997 ------------ ----------- ------------ Rental income per apartment home per month $ 623 $ 591 $ 535 Property operating and maintenance per apartment home per year $ 2,367 $ 2,290 $ 2,414 Real estate taxes per apartment home per year $ 798 $ 742 $ 718 Weighted average number of operating apartment homes 45,606 42,411 29,280
1999 Compared to 1998 For the year ended December 31, 1999, income before gain on sales of properties and joint venture interests, losses on early retirement of debt and minority interests increased $10.3 million, or 17.5%, as compared to the year ended December 31, 1998. This increase is primarily due to the Oasis merger, the transfer of 19 properties into the Sierra-Nevada joint venture, the development of 2,855 apartment homes, the acquisition of 2,226 apartment homes, the disposition of 1,752 apartment homes and an increase in net operating income generated by the stabilized portfolio. The weighted average number of apartment homes increased by 3,195 apartment homes, or 7.5%, from 42,411 to 45,606 for the years ended December 31, 1998 and 1999, respectively. Total operating properties were 126 and 130 at December 31, 1998 and 1999, respectively. The weighted average number of apartment homes and the operating properties exclude the impact of our ownership interest in operating properties and apartment homes owned in joint ventures. 117 Rental income per apartment home per month increased $32, or 5.4%, from $591 to $623 for the years ended December 31, 1998 and 1999, respectively. The increase was primarily due to a 3.0% increase in revenues from the stabilized real estate portfolio, higher average rental rates on properties added to the portfolio through the Oasis merger, and four of the five acquired properties, and completion of new development properties. Additionally, seven of the eight disposed properties had average rental rates significantly lower than the portfolio average. Other property income increased $4.1 million from $18.1 million to $22.1 million for the years ended December 31, 1998 and 1999, respectively, which represents a monthly increase of $4 per apartment home. This increase in other property income was primarily due to a larger number of apartment homes owned and in operation and a $2.7 million increase from revenue sources such as telephone, cable and water. Fee and asset management income increased $3.8 million from $1.6 million to $5.4 million for the years ended December 31, 1998 and 1999, respectively. This increase is primarily due to fees generated from the construction and renovation of multifamily properties for third parties. Property operating and maintenance expenses increased $10.8 million, from $97.1 million to $108.0 million, but decreased as a percent of total property income from 30.5% to 29.7% for the years ended December 31, 1998 and 1999, respectively. Our operating expense ratio decreased from the prior year primarily as a result of our continued focus on creating operating efficiencies in the stabilized portfolio, and the impact of our April 1, 1998 adoption of a new accounting policy, whereby expenditures for floor coverings, appliances and HVAC unit replacements are expensed in the first five years of a property's life and capitalized thereafter. Prior to the adoption of this policy, we had been expensing these costs. Had this policy change been adopted as of January 1, 1998, the 1998 operating expense ratio would have been 30.1%. Real estate taxes increased $4.9 million from $31.5 million to $36.4 million for the years ended December 31, 1998 and 1999, respectively, which represents an annual increase of $56 per apartment home. Real estate taxes per apartment home have increased due to increases in the valuations of renovated, acquired and developed properties and increases in property tax rates. This increase per apartment home was partially offset by lower property taxes in the portfolio added through the Oasis merger. General and administrative expenses increased from $8.0 million in 1998 to $10.6 million in 1999, and increased as a percent of revenues from 2.5% to 2.9%. The general and administrative expense ratio increase is primarily attributable to the impact of our March 20, 1998 adoption of Issue No. 97-11, Accounting for Internal Costs Relating to Real Estate Property Acquisitions, which required certain costs that were previously capitalized to be expensed, an increase in compensation costs and additional expenses associated with training and information systems functions. Interest expense increased from $50.5 million in 1998 to $57.9 million in 1999 primarily due to increased indebtedness related to the Oasis merger, completed developments, renovations and property acquisitions. Additionally, the average interest rate on our debt increased slightly from 7.1% for 1998 to 7.2% for the year ended 1999. Interest capitalized was $16.4 million and $9.9 million for the years ended December 31, 1999 and 1998, respectively. Depreciation and amortization increased from $78.1 million to $89.5 million. This increase was due primarily to the Oasis merger, developments, renovations and property acquisitions. Gains on sales of properties and joint venture interests increased $3.0 million due to gains from the disposition of two multifamily properties containing 358 units and our joint venture investment in two commercial office buildings. The gains recorded on these dispositions were partially offset by a loss on the sale of a retail/commercial center. These gains do not include a 118 loss on the sale of a 408 unit property held in a joint venture of $738,000 which is included in "Equity in Income of Joint Ventures." 1998 Compared to 1997 The changes in operating results from 1997 to 1998 are primarily due to the Oasis and Paragon mergers, the development of five properties aggregating 2,074 apartment homes, the acquisition of seven properties containing 3,123 apartment homes, the disposition of 11 properties containing 2,986 apartment homes and an increase in net operating income generated by the stabilized portfolio. The weighted average number of apartment homes increased by 13,131 apartment homes, or 44.8%, from 29,280 to 42,411 for the years ended December 31, 1997 and 1998, respectively. Total operating properties were 97 and 126 at December 31, 1997 and 1998, respectively. The weighted average number of apartment homes and the operating properties exclude the impact of our ownership interest in operating properties and apartment homes owned in joint ventures. Rental income per apartment home per month increased $56, or 10.5%, from $535 to $591 for the years ended December 31, 1997 and 1998, respectively. The increase was primarily due to increased revenue growth from the stabilized real estate portfolio, higher average rental rates on properties added to the portfolio through the Oasis merger, the acquisition of seven properties and the completion of new development properties. Other property income increased $8.6 million from $9.4 million to $18.1 million for the years ended December 31, 1997 and 1998, respectively. This increase in other property income was primarily due to a larger number of apartment homes owned and in operation and a $2.9 million increase from new revenue sources such as telephone, cable and water. Property operating and maintenance expenses increased $26.5 million, from $70.7 million to $97.1 million, but decreased as a percent of total property income from 35.8% to 30.5% for the years ended December 31, 1997 and 1998, respectively. Our operating expense ratios decreased from the prior year primarily as a result of operating efficiencies resulting from operating a larger portfolio and the impact of our April 1, 1998 adoption of a new accounting policy, whereby expenditures for carpet, appliances and HVAC unit replacements are expensed in the first five years of a property's life and capitalized thereafter. Prior to the adoption of this policy, we had been expensing these costs. Had this policy change not been adopted, the 1998 operating expense ratio would have been 32.0%. Real estate taxes increased $10.4 million from $21.0 million to $31.5 million for the years ended December 31, 1997 and 1998, respectively, which represents an annual increase of $24 per apartment home. Real estate taxes per apartment home have increased primarily due to increases in the valuations of renovated, acquired and developed properties, and increases in property tax rates. This increase per apartment home was partially offset by lower property taxes in the portfolio added through the Oasis merger. General and administrative expenses increased from $4.4 million in 1997 to $8.0 million in 1998, and increased as a percent of revenues from 2.2% to 2.5%. The general and administrative expense ratio increase is mainly attributable to the impact of our March 20, 1998 adoption of Issue No. 97-11, Accounting for Internal Costs Relating to Real Estate Property Acquisitions, which required certain costs that were previously capitalized to be expensed, which was partially offset by efficiencies resulting from operating a larger portfolio. 119 Interest expense increased from $28.5 million in 1997 to $50.5 million in 1998 due to increased indebtedness related to the Oasis and Paragon mergers, completed developments, renovations and property acquisitions. This increase was partially offset by reductions in average interest rates on our debt, the equity offering that occurred in July 1997 and property dispositions. Interest capitalized was $9.9 million and $3.3 million for the years ended December 31, 1998 and 1997, respectively. Depreciation and amortization increased from $44.8 million to $78.1 million. This increase was due primarily to the Oasis and Paragon mergers, developments, renovations and property acquisitions. Gain on sales of properties decreased $10.2 million due to the December 1997 disposition of four properties containing 1,400 apartment homes. Dispositions in 1998 resulted in no book gain or loss. Inflation We lease apartments under lease terms generally ranging from six to thirteen months. Management believes that such short-term lease contracts lessen the impact of inflation due to the ability to adjust rental rates to market levels as leases expire. Year 2000 Conversion We recognized the need to ensure that our computer equipment and software, other equipment and operations would not be adversely impacted by the change to the calendar Year 2000. As such, we took steps to identify and resolve potential areas of risk by implementing a comprehensive Year 2000 action plan. The plan was divided into four phases: identification, assessment, notification/certification, and testing/contingency plan development; and included three major elements: computer systems, other equipment and third parties. We have completed all four phases of our Year 2000 action plan. The Year 2000 issue did not pose significant operating problems for our computer systems, since the majority of computer equipment and software products we utilize were already compliant or were converted or modified as part of system upgrades unrelated to the Year 2000 issue. We have developed a contingency plan which will permit our primary computer systems operations to continue if any Year 2000 issues presently unknown to us occur in the future. We communicated with our key third party service providers and vendors, including those who had previously sold equipment to us, and obtained information and compliance certificates, wherever possible, regarding their state of readiness with respect to the Year 2000 issue. Although all of our key third party service providers and vendors indicated that they are or were expected to be ready regarding the Year 2000 issue, and we are not aware of any material Year 2000 issues regarding these third parties readiness, we cannot be certain that the representations of these third parties were accurate or their systems will continue to be Year 2000 compliant. Impact of New Accounting Pronouncements In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative Instruments and Hedging Activities, which requires recognition of all derivatives as either assets or liabilities in the financial statements and measurement of those instruments at fair value. The initial effective date of SFAS No. 133 was delayed, and is now effective for all periods beginning after June 15, 2000. Management believes that the adoption of SFAS No. 133 will not have a material impact on our consolidated financial statements. 120 INDEPENDENT AUDITORS' REPORT To the Shareholders of Camden Property Trust We have audited the accompanying consolidated balance sheets of Camden Property Trust as of December 31, 1999 and 1998, and the related consolidated statements of operations, shareholders' equity and cash flows for each of the three years in the period ended December 31, 1999. These financial statements are the responsibility of the management of Camden Property Trust. Our responsibility is to express an opinion on the financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Camden Property Trust at December 31, 1999 and 1998, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1999 in conformity with generally accepted accounting principles. Houston, Texas February 4, 2000 121 CAMDEN PROPERTY TRUST CONSOLIDATED BALANCE SHEETS (In thousands, except per share amounts)
December 31, ------------------------------ 1999 1998 -------------- --------------- Assets Real estate assets, at cost Land $ 354,833 $ 321,752 Buildings and improvements 2,122,793 1,917,026 -------------- --------------- 2,477,626 2,238,778 Less: accumulated depreciation (253,545) (167,560) -------------- -------------- Net operating real estate assets 2,224,081 2,071,218 Properties under development, including land 178,539 216,680 Investment in joint ventures 21,869 32,484 -------------- -------------- Total real estate assets 2,424,489 2,320,382 Accounts receivable-- affiliates 2,228 831 Notes receivable: Affiliates 1,800 1,800 Other 34,442 Other assets, net 14,744 15,036 Cash and cash equivalents 5,517 5,647 Restricted cash 4,712 4,286 -------------- -------------- Total assets $ 2,487,932 $ 2,347,982 ============== ============== Liabilities and Shareholders' Equity Liabilities Notes payable: Unsecured $ 820,623 $ 632,923 Secured 344,467 369,645 Accounts payable 20,323 24,180 Accrued real estate taxes 24,485 21,474 Accrued expenses and other liabilities 33,987 28,278 Distributions payable 27,114 25,735 -------------- -------------- Total liabilities 1,270,999 1,102,235 Minority interests: Preferred units 132,679 Common units 64,173 71,783 -------------- ------------- Total minority interests 196,852 71,783 7.33% Convertible Subordinated Debentures 3,406 3,576 Shareholders' Equity Preferred shares of beneficial interest; $2.25 Series A Cumulative Convertible, $0.01 par value per share, liquidation preference of $25 per share, 10,000 shares authorized, 4,165 issued and outstanding at December 31, 1999 and 1998 42 42 Common shares of beneficial interest; $0.01 par value per share; 100,000 shares authorized; 45,317 and 45,123 issued at December 31, 1999 and 1998, respectively 448 447 Additional paid-in capital 1,303,645 1,299,539 Distributions in excess of net income (132,198) (98,897) Unearned restricted share awards (8,485) (10,039) Less: treasury shares, at cost (146,777) (20,704) -------------- -------------- Total shareholders' equity 1,016,675 1,170,388 -------------- -------------- Total liabilities and shareholders' equity $ 2,487,932 $ 2,347,982 ============== ==============
See Notes to Consolidated Financial Statements. 122
CAMDEN PROPERTY TRUST CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) Year Ended December 31, ----------------------------------------- 1999 1998 1997 ----------- ----------- ----------- Revenues Rental income $ 341,168 $ 300,632 $ 187,928 Other property income 22,148 18,093 9,446 ----------- ----------- ----------- Total property income 363,316 318,725 197,374 Equity in income of joint ventures 683 1,312 1,141 Fee and asset management 5,373 1,552 743 Other income 1,924 2,250 531 ----------- ----------- ----------- Total revenues 371,296 323,839 199,789 ----------- ----------- ----------- Expenses Property operating and maintenance 107,972 97,137 70,679 Real estate taxes 36,410 31,469 21,028 General and administrative 10,606 7,998 4,389 Interest 57,856 50,467 28,537 Depreciation and amortization 89,516 78,113 44,836 ----------- ----------- ----------- Total expenses 302,360 265,184 169,469 ----------- ----------- ----------- Income before gain on sales of properties and joint venture interests, losses related to early retirement of debt and minority interests 68,936 58,655 30,320 Gain on sales of properties and joint venture interests 2,979 10,170 Losses related to early retirement of debt (397) ----------- ----------- ----------- Income before minority interests 71,915 58,655 40,093 Income allocated to minority interests Preferred unit distributions (8,278) Operating partnership units (2,014) (1,322) (1,655) ----------- ----------- ----------- Total income allocated to minority interests (10,292) (1,322) (1,655) ----------- ----------- ----------- Net income 61,623 57,333 38,438 Preferred share dividends (9,371) (9,371) ----------- ----------- ----------- Net income to common shareholders $ 52,252 $ 47,962 $ 38,438 =========== =========== =========== Basic earnings per share $ 1.27 $ 1.16 $ 1.46 Diluted earnings per share $ 1.23 $ 1.12 $ 1.41 Distributions declared per common share $ 2.08 $ 2.02 $ 1.96 Weighted average number of common shares outstanding 41,236 41,174 26,257 Weighted average number of common and common dilutive 44,291 44,183 28,356 equivalent shares outstanding
See Notes to Consolidated Financial Statements. 123 CAMDEN PROPERTY TRUST CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (In thousands, except per share amounts)
Preferred Common Additional Distributions Unearned Treasury Shares of Shares of Paid-In in Excess of Restricted Shares Beneficial Beneficial Capital Net Income Share Interest Interest Awards ---------- ---------- ------------ -------------- ----------- ---------- Shareholders' Equity, January 1, 1997 $ $ 165 $ 348,339 $ (49,515) $ (3,561) $ Net income to common shareholders 38,438 Common shares issued in Paragon Acquisition (9,466 shares) 95 262,275 Public offering of 4,830 common shares 48 142,579 Common shares issued under dividend reinvestment plan 38 Conversion of debentures 851 shares) 9 21,061 Restricted shares issued under benefit plan (188 shares) 2 5,519 (3,407) Restricted shares placed into Rabbi Trust (261 shares) (3) 3 Common share options exercised (33 shares) 1 773 Conversion of Operating Partnership units (5 shares) 154 Cash distributions ($1.96 per share) (52,449) ---------- ---------- ------------ -------------- ----------- ---------- Shareholders' Equity, December 31, 1997 317 780,738 (63,526) (6,965) ---------- ---------- ------------ -------------- ----------- ---------- Net income to common shareholders 47,962 Common shares issued in Oasis Merger (12,393 shares) 124 395,404 Preferred shares issued in Oasis Merger (4,165 shares 42 104,083 Common shares issued under dividend reinvestment plan 35 Conversion of debentures (102 shares) 1 2,408 Restricted shares issued under benefit plan (232 shares) 2 6,675 (3,076) Employee Stock Purchase Plan (136) Restricted shares placed into Rabbi Trust (236 shares) (2) 2 Common share options exercised (82 shares) 1 428 Conversion of Operating Partnership units (346 shares) 4 9,904 Repurchase of common shares (801 shares) (20,704) Cash distributions ($2.02 per share) (83,333) ---------- ---------- ------------ -------------- ----------- ---------- Shareholders' Equity, December 31, 1998 42 447 1,299,539 (98,897) (10,039) (20,704) ---------- ---------- ------------ -------------- ----------- ---------- Net income to common shareholders 52,252 Common shares issued under dividend reinvestment plan 28 Conversion of debentures (7 shares) 169 Restricted shares issued under benefit plan (90 shares) 1 2,041 1,559 Employee Stock Purchase Plan (522) Restricted shares placed into Rabbi Trust (35 shares) 5 (5) Common share options exercised (80 shares) 1,806 Conversion of Operating Partnership units (23 shares) 479 Repurchase of minority interest units 100 Repurchase of common shares (4,890 shares) (126,073) Cash distributions ($2.08 per share) (85,553) ---------- ---------- ------------ -------------- ----------- ---------- Shareholders' Equity, December 31, 1999 $ 42 $ 448 $1,303,645 $ (132,198) $ (8,485) $(146,777) ========== ========== ============ ============== =========== ==========
See Notes to Consolidated Financial Statements. 124 CAMDEN PROPERTY TRUST CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)
Year Ended December 31, ------------------------------------ 1999 1998 1997 ----------- ----------- ------------ Cash Flow from Operating Activities Net income $ 61,623 $ 57,333 $ 38,438 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 89,516 78,113 44,836 Equity in income of joint ventures, net of cash received 2,491 1,278 929 Gain on sales of properties and joint venture interests (2,979) (10,170) Losses related to early retirement of debt 397 Minority interest. 2,014 1,322 1,655 Accretion of discount on unsecured notes payable 320 169 142 Net change in operating accounts 11,036 204 (10,253) ----------- ----------- ------------ Net cash provided by operating activities 164,021 138,419 65,974 Cash Flow from Investing Activities Cash of Oasis and Paragon at acquisition 7,253 9,847 Net proceeds from Sierra-Nevada transaction 226,128 Increase in real estate assets (213,352) (335,567) (133,206) Net proceeds from sales of properties 13,226 42,513 37,826 Net proceeds from sale of joint venture interests 5,465 6,841 Increase in investment in joint ventures (2,012) (4,922) Decrease in investment in joint ventures 1,505 1,478 4,624 Increase in notes receivable (23,530) Net decrease in affiliate notes receivable 5,389 7,749 Other (1,873) (4,126) (549) ----------- ----------- ------------ Net cash used in investing activities (220,571) (55,013) (73,709) Cash Flow from Financing Activities Net increase (decrease) in unsecured lines of credit and short-term (66,000) 146,792 31,000 borrowings Debt repayments from Sierra-Nevada translation (114,248) Proceeds from notes payable 253,380 152,600 100,000 Repayment of notes payable (25,178) (160,225) (206,097) Proceeds from issuance of preferred units, net 132,679 Proceeds from issuance of common shares 142,627 Distributions to shareholders and minority interests (108,253) (89,115) (55,514) Repurchase of common shares and units (128,929) (20,704) Losses related to early retirement of debt (397) Other (1,279) 673 218 ----------- ----------- ------------ Net cash provided by (used in) financing activities 56,420 (84,227) 11,837 ----------- ----------- ------------ Net (decrease) increase in cash and cash equivalents (130) (821) 4,102 Cash and cash equivalents, beginning of period 5,647 6,468 2,366 ----------- ----------- ------------ Cash and cash equivalents, end of period $ 5,517 $ 5,647 $6,468 =========== ============ =========== Supplemental Information Cash paid for interest, net of interest capitalized $ 54,226 $ 51,574 $ 27,155 Interest capitalized 16,396 9,929 3,338 Supplemental Schedule of Noncash Investing and Financing Activities Acquisition of Oasis (including the Sierra-Nevada transaction) and Paragon, net of cash acquired: Fair value of assets acquired $ 835 $ 793,513 $ 650,634 Liabilities assumed 835 505,721 332,839 Common shares issued 395,528 262,370 Preferred shares issued 104,125 Fair value of minority interest 21,520 65,272 Notes payable assumed upon purchase of properties 22,424 16,022 Conversion of 7.33% subordinated debentures to common shares, net 169 2,409 21,070 Value of shares issued under benefit plans, net 2,047 6,821 5,372 Conversion of operating partnership units to common shares 479 9,881 153 Notes receivable issued upon sale of real estate assets 10,912
See Notes to Consolidated Financial Statements. 125 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. BUSINESS Camden Property Trust is a self-administered and self-managed real estate investment trust organized on May 25, 1993. We, with our subsidiaries, report as a single business segment, with activities related to the ownership, development, construction and management of multifamily apartment communities in the Southwest, Southeast, Midwest and Western regions of the United States. As of December 31, 1999, we owned interests in, operated or were developing 159 multifamily properties containing 55,785 apartment homes located in nine states. Six of our multifamily properties containing 2,474 apartment homes were under development at December 31, 1999. Additionally, we have several sites which we intend to develop into multifamily apartment communities. Acquisition of Oasis Residential, Inc. On April 8, 1998, we acquired, through a tax-free merger, Oasis Residential, Inc., a publicly traded Las Vegas-based multifamily REIT. Through this acquisition, we acquired 52 completed multifamily properties and 15,514 apartment homes at the date of acquisition. Each share of Oasis common stock outstanding on April 8, 1998 was exchanged for 0.759 of a Camden common share. Each share of Oasis Series A cumulative convertible preferred stock outstanding on April 8, 1998 was exchanged for one Camden Series A cumulative convertible preferred share with terms and conditions comparable to the Oasis preferred stock. We issued 12.4 million common shares and 4.2 million preferred shares in exchange for the outstanding Oasis common and preferred stock, respectively. We assumed approximately $484 million of Oasis debt, at fair value, in the merger. The accompanying consolidated financial statements include the operations of Oasis since April 1, 1998, the effective date of the Oasis merger for accounting purposes. In connection with the merger with Oasis, on June 30, 1998, we completed a transaction in which Camden USA, Inc., one of our wholly owned subsidiaries, and TMT-Nevada, L.L.C., a Delaware limited liability company, formed Sierra-Nevada Multifamily Investments, LLC. We entered into this transaction to reduce our market risk in the Las Vegas area. TMT-Nevada holds an 80% interest in Sierra-Nevada and Camden USA holds the remaining 20% interest. In the above transaction, we transferred to Sierra-Nevada 19 apartment communities containing 5,119 apartment homes for an aggregate of $248 million. Prior to the merger, Oasis owned 100% of each of these communities. In the merger, Camden USA acquired these communities. As a result, after the merger and prior to the Sierra-Nevada transaction, Camden USA owned 100% of each of these 19 properties which are located in Las Vegas, Nevada. This transaction was funded with capital invested by the members of Sierra-Nevada, the assumption of $9.9 million of existing nonrecourse indebtedness, the issuance of 17 nonrecourse cross collateralized and cross defaulted loans totaling $180 million and the issuance of two nonrecourse second lien mortgages totaling $7 million. Acquisition of Paragon Group, Inc. On April 15, 1997, we acquired, through a tax-free merger, Paragon Group, Inc., a Dallas-based multifamily REIT. Through this acquisition, we acquired 50 multifamily properties and 15,975 apartment homes. Each share of Paragon common stock outstanding on April 15, 1997 was exchanged for 0.64 of our common shares. We issued 9.5 million common shares in exchange for all of the outstanding shares of Paragon common stock, issued 2.4 million limited partnership units in Camden Operating, L.P. and assumed approximately $296 million of Paragon debt, at fair value, in the Paragon acquisition. The accompanying consolidated financial statements include the operations of Paragon since April 1, 1997, the effective date of the Paragon acquisition for accounting purposes. 126 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation. The consolidated financial statements include our assets, liabilities, and operations and those of our wholly-owned subsidiaries and partnerships in which our aggregate ownership is greater than 50%. Those entities owned less than 50% are accounted for using the equity method. All significant intercompany accounts and transactions have been eliminated in consolidation. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, results of operations during the reporting periods and related disclosures. Actual results could differ from those estimates. Operating Partnership and Minority Interests. Approximately 29% of our multifamily apartment units at December 31, 1999 are held in our operating partnership. This operating partnership has issued both common and preferred limited partnership units. As of December 31, 1999 we held 82.3% of the common limited partnership units and the sole 1% general partnership interest. The remaining 16.7% of the common limited partnership units are primarily held by former officers, directors and investors of Paragon, who collectively owned 1,977,270 common limited partnership units at December 31, 1999. Each common limited partnership unit is redeemable for one common share of Camden or cash at our election. Holders of common limited partnership units are not entitled to rights as shareholders prior to redemption of their common limited partnership units. No member of our management owns common limited partnership units and only two of our eight Trust Managers own common limited partnership units. Additionally, in conjunction with the Oasis merger, we acquired the controlling managing member interest in Oasis Martinique, LLC which owns one property in Orange County, California and is included in our consolidated financial statements. The remaining interests comprising 754,270 units are exchangeable into 572,490 of our common shares. Minority interests in the accompanying consolidated financial statements relate to holders of common limited partnership units and Martinique units, as well as holders of preferred limited partnership units, which are discussed in Note 8. Cash and Cash Equivalents. All cash and investments in money market accounts and other securities with a maturity of three months or less at the date of purchase, are considered to be cash and cash equivalents. Restricted Cash. Restricted cash mainly consists of escrow deposits held by lenders for property taxes, insurance and replacement reserves. Substantially all restricted cash is invested in short-term securities. Real Estate Assets, at Cost. Real estate assets are carried at cost plus capitalized carrying charges. Expenditures directly related to the development, acquisition, and improvement of real estate assets, excluding those costs prohibited by EITF 97-11 described in the New Accounting Pronouncements section, are capitalized at cost as land, buildings and improvements. All construction and carrying costs are capitalized and reported on the balance sheet in "Properties under development, including land" until individual buildings are completed. Upon completion of each building, the total cost of that building and the associated land is transferred to "Land" and "Buildings and improvements" and the assets are depreciated over their estimated useful lives using the straight line method of depreciation. All operating expenses, excluding depreciation, associated with occupied apartment homes for properties in the development and leasing phase are expensed against revenues generated by those apartment homes as they become occupied. Upon achieving 90% occupancy, or 127 generally one year from opening the leasing office (with some allowances for larger than average properties), whichever comes first, all apartment homes are considered operating and we begin expensing all items that were previously considered as carrying costs. If there is an event or change in circumstance that indicates a potential impairment in the value of a property has occurred, our policy is to assess any potential impairment by making a comparison of the current and projected operating cash flows for such property over its remaining useful life, on an undiscounted basis, to the carrying amount of the property. If such carrying amounts are in excess of the estimated projected operating cash flows of the property, we would recognize an impairment loss equivalent to an amount required to adjust the carrying amount to its estimated fair market value. Real estate to be disposed of is reported at the lower of its carrying amount or its estimated fair value, less its cost to sell. Depreciation expense is not recorded during the period in which such assets are held for sale. We capitalized $33.4 million and $26.1 million in 1999 and 1998, respectively, of renovation and improvement costs which extended the economic lives and enhanced the earnings of our multifamily properties. If the accounting policy described below had been adopted as of January 1, 1998, the amounts capitalized for 1998 would have been $27.2 million. Effective April 1, 1998, we implemented prospectively a new accounting policy whereby expenditures for carpet, appliances and HVAC unit replacements are capitalized and depreciated over their estimated useful lives. Previously, all such replacements had been expensed. We believe that the newly adopted accounting policy is preferable as it is consistent with standards and practices utilized by the majority of our peers and provides a better matching of expenses with the related benefit of the expenditure. The change in accounting principle is inseparable from the effect of the change in accounting estimate and is therefore treated as a change in accounting estimate. See the New Accounting Pronouncements section for the effect of this change and our adoption of a new accounting pronouncement for the year ended December 31, 1998. Carrying charges, principally interest and real estate taxes, of land under development and buildings under construction are capitalized as part of properties under development and buildings and improvements to the extent that such charges do not cause the carrying value of the asset to exceed its net realizable value. Capitalized interest was $16.4 million in 1999, $9.9 million in 1998 and $3.3 million in 1997. Capitalized real estate taxes were $3.2 million in 1999, $1.4 million in 1998 and $557,000 in 1997. All initial buildings and improvements costs are depreciated over their remaining estimated useful lives of 5 to 35 years using the straight line method. Capital improvements subsequent to the initial renovation period are depreciated over their expected useful lives of 3 to 15 years using the straight line method. Other Assets, Net. Deferred financing costs are amortized over the lives of the asset or the terms of the related debt on the straight line method. Leasehold improvements and equipment are depreciated on the straight line method over the shorter of the expected useful lives or the lease terms which range from 3 to 10 years. Accumulated depreciation and amortization for such assets was $5.6 million in 1999 and $4.1 million in 1998. Interest Rate Swap Agreements. The differential to be paid or received on interest rate swap agreements is accrued as interest rates change and is recognized over the life of the agreements as an increase or decrease in interest expense. We do not use these instruments for trading or speculative purposes. Income Recognition. Rental and other property income is recorded when due from residents and is recognized monthly as it is earned. Interest and all other sources of income are recognized as earned. 128 Rental Operations. We own and operate multifamily apartment homes that are rented to residents on lease terms ranging from six to thirteen months, with monthly payments due in advance. None of the properties are subject to rent control or rent stabilization. Operations of apartment properties acquired are recorded from the date of acquisition in accordance with the purchase method of accounting. In management's opinion, due to the number of residents, the type and diversity of submarkets in which the properties operate, and the collection terms, there is no concentration of credit risk. Income Taxes and Distributions. We have maintained and intend to maintain our election as a REIT under the Internal Revenue Code of 1986, as amended. As a result, we generally will not be subject to federal taxation to the extent we distribute 95% of our REIT taxable income to our shareholders and satisfy certain other requirements. Accordingly, no provision for federal income taxes has been included in the accompanying consolidated financial statements. Taxable income differs from net income for financial reporting purposes due principally to the timing of the recognition of depreciation expense. This difference is primarily due to the difference in the book/tax basis of the real estate assets and the differing methods of depreciation and useful lives of the assets. During 1999, book depreciation expense exceeded the amount reported for tax purposes by $21.1 million. The net book basis of our real estate assets exceeds our net tax basis by $198.5 million at December 31, 1999. A schedule of per share distributions we paid and reported to our shareholders is set forth in the following tables:
Year Ended December 31, ------------------------------------- Common Share Distributions 1999 1998 1997 --------- ---------- ---------- Ordinary income $ 2.08 $ 1.68 $ 1.30 20% Long-term capital gain 0.10 0.12 25% Sec. 1250 capital gain 0.24 0.08 Return of capital 0.46 --------- ---------- ---------- Total $ 2.08 $ 2.02 $ 1.96 ========= ========== ========== Percentage of distributions representing tax preference items. 12.187% 9.052% 17.013%
Year Ended December 31 -------------------------- Preferred Share Dividends 1999 1998* ---------- -------- Ordinary income $ 2.25 $ 1.40 20% Long-term capital gain 0.09 25% Sec. 1250 capital gain 0.20 ---------- -------- Total $ 2.25 $ 1.69 ========== ========
* Preferred share dividends for 1998 only include dividends paid from the date of the Oasis merger through December 31,1998. Property Operating and Maintenance Expenses. Property operating and maintenance expenses included normal repairs and maintenance totaling $24.5 million in 1999, $21.5 million in 1998 and $14.6 million in 1997. Earnings Per Share. Basic earnings per share has been computed by dividing net income to common shareholders by the weighted average number of common shares outstanding. Diluted earnings per share has been computed by dividing net income to common shareholders (as adjusted) by the weighted average number of common and common dilutive equivalent shares outstanding. 129 The following table presents basic and diluted earnings per share for the periods indicated (in thousands, except per share amounts):
Year Ended December 31, ----------------------------------------- 1999 1998 1997 ---------- ---------- ---------- BASIC EARNINGS PER SHARE Weighted average common shares outstanding 41,236 41,174 26,257 ========== ========== ========== Basic earnings per share $ 1.27 $ 1.16 $ 1.46 ========== ========== ========== DILUTED EARNINGS PER SHARE Weighted average common shares outstanding 41,236 41,174 26,257 Shares issuable from assumed conversion of: Common share options and awards granted 431 399 330 Minority interest units 2,624 2,610 1,769 ---------- ---------- ---------- Weighted average common shares outstanding, as adjusted 44,291 44,183 28,356 ========== ========== ========== Diluted earnings per share $ 1.23 $ 1.12 $ 1.41 ========== ========== ========== EARNINGS FOR BASIC AND DILUTED COMPUTATION Net income $ 61,623 $ 57,333 $ 38,438 Less: preferred share dividends 9,371 9,371 ---------- ---------- ---------- Net income to common shareholders (basic earnings per share 52,252 47,962 38,438 computation) Minority interests 2,014 1,322 1,655 ---------- ---------- ---------- Net income to common shareholders, as adjusted (diluted earnings per share computation) $ 54,266 $ 49,284 $ 40,093 ========== ========== ==========
Reclassifications. Certain reclassifications have been made to amounts in prior year financial statements to conform with current year presentations. New Accounting Pronouncements. In March 1998, the Emerging Issues Task Force ("EITF") of the Financial Accounting Standards Board ("FASB") reached a consensus decision on Issue No. 97-11, Accounting for Internal Costs Relating to Real Estate Property Acquisitions, which requires that internal costs of identifying and acquiring operating properties be expensed as incurred for transactions entered into on or after March 20, 1998. Prior to our adoption of this policy, we had been capitalizing such costs. Had we adopted Issue No. 97-11 and the new accounting policy for floor coverings, appliances and HVAC unit replacements as of January 1, 1998, net income to common shareholders would have increased $650,000 or $0.02 per basic and diluted earnings per share for the year ended December 31, 1998. In June 1998, the FASB issued Statement of Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative Instruments and Hedging Activities, which requires recognition of all derivatives as either assets or liabilities in the financial statements and measurement of those instruments at fair value. The initial effective date of SFAS No. 133 was delayed, and is now effective for all periods beginning after June 15, 2000. Management believes that the adoption of SFAS No. 133 will not have a material impact on our consolidated financial statements. 130 3. NOTES RECEIVABLE We have entered into agreements with unaffiliated third parties to develop, construct, and manage four multifamily projects containing 1,357 apartment homes. We are providing financing for a portion of each project in the form of notes receivable which mature in 2004. These notes earn interest at 10% annually and are secured by second liens on the assets and partial guarantees by the third party owners. Payments on the notes are to be from operating cash flow of the individual properties. At December 31, 1999, these notes had principal balances totaling $28.1 million. We anticipate funding up to an aggregate of $41 million in connection with these projects. We earn fees for managing the development, construction and eventual operations of these properties. We have the option to purchase these properties in the future at a price to be determined based upon the property's performance and an agreed valuation model. Additionally, we have a $6.3 million note receivable which bears interest at 12% and matures in June 2000. 4. NOTES PAYABLE The following is a summary of our indebtedness: (In millions)
December 31, ------------------------- 1999 1998 ------------ ------------ Senior Unsecured Notes: 6.73% - 7.28% Notes, due 2001 - 2006 $ 523.1 $ 323.9 6.68% - 7.70% Medium-Term Notes, due 2000 - 2009 181.5 127.0 Unsecured Lines of Credit and Short-Term Borrowings 116.0 182.0 ---------- ---------- 820.6 632.9 Secured Notes - Mortgage Loans (5.75% - 8.63%), due 2001-2028 344.5 369.7 ---------- ---------- Total notes payable $1,165.1 $ 1,002.6 ========== ========== Floating rate debt included in unsecured notes payable, net of interest rate swap agreements (5.75% - 8.50%) $ 161.0 $ 157.0 Floating rate tax-exempt debt included in mortgage loans (6.95% - 7.15%) $ 63.5 $ 64.3 Net book value of real estate assets subject to mortgage notes $ 605.5 $ 646.6
In August 1999, we entered into a line of credit with 14 banks for a total commitment of $375 million. This line of credit replaces our three previous lines of credit which totaled $275 million. The new line of credit is scheduled to mature in August 2002. The scheduled interest rate is currently based on a spread over LIBOR or Prime. The scheduled interest rates are subject to change as our credit ratings change. Advances under the line of credit may be priced at the scheduled rates, or we may enter into bid rate loans with participating banks at rates below the scheduled rates. These bid rate loans have terms of six months or less and may not exceed the lesser of $187.5 million or the remaining amount available under the line of credit. The line of credit is subject to customary financial covenants and limitations. At year end, we were in compliance with all covenants and limitations. As of December 31, 1999, we had $259 million available under our unsecured line of credit. The weighted average balance outstanding on the unsecured lines of credit during the year ended December 31, 1999 was $74.3 million, with a maximum outstanding balance of $220 million. 131 During September 1999, we executed three interest rate swap agreements totaling $70 million which are scheduled to mature in October 2000. These swaps are being used as a hedge of interest rate exposure on our $90 million medium-term notes issued in October 1998 which mature in October 2000. Currently, the interest rate on the medium-term notes is fixed at 7.23%. The interest rates on the swaps are reset monthly based on the one-month LIBOR rate plus a spread which resulted in an effective interest rate on the swaps of 7.70% at December 31, 1999. During the first quarter of 1999, we issued $39.5 million aggregate principal amounts of senior unsecured notes from our $196 million medium-term note shelf registration. These fixed rate notes, due in January 2002 through 2009, bear interest at a weighted average rate of 7.07%, payable semiannually on January and July 15. We used the net proceeds to reduce indebtedness outstanding under the unsecured lines of credit. During the second quarter of 1999, we issued $15 million aggregate principal amounts of senior unsecured notes from our $196 million medium-term note shelf registration. These fixed rate notes, due in March 2002, bear interest at a rate of 6.74%, payable semiannually on March and September 15. We used the net proceeds to reduce indebtedness outstanding under the unsecured lines of credit. Also during the second quarter, we issued from our $500 million shelf registration an aggregate principal amount of $200 million of five-year senior unsecured notes. Interest on the notes accrues at an annual rate of 7.0% and is payable semi-annually on April and October 15, commencing on October 15, 1999. The notes are direct, senior unsecured obligations and rank equally with all other unsecured and unsubordinated indebtedness. We may redeem the notes at any time subject to a make-whole provision. We used the net proceeds of $197.7 million to reduce indebtedness under the unsecured lines of credit and for general working capital purposes. At December 31, 1999, we maintained a $25 million interest rate hedging agreement which is scheduled to mature in July 2000. The issuing bank has an option to extend this agreement to July 2002. The LIBOR rate is fixed at 6.1%, resulting in the fixed rate equal to 6.1% plus the actual LIBOR spread on the related indebtedness. This swap continues to be used as a hedge to manage the risk of interest rate fluctuations on the unsecured lines of credit and other floating rate indebtedness. At December 31, 1999, the weighted average interest rate on floating rate debt was 7.45%. Scheduled principal repayments on all notes payable outstanding at December 31, 1999 over the next five years are $107.0 million in 2000, $167.5 million in 2001, $156.4 million in 2002, $125.5 million in 2003, $235.3 million in 2004 and $373.4 million thereafter. 5. CONVERTIBLE SUBORDINATED DEDENTURES In April 1994, we issued $86.3 million aggregate principal amount of 7.33% Convertible Subordinated Debentures due 2001. The debentures are convertible at any time prior to maturity into our common shares of beneficial interest at a conversion price of $24 per share, subject to adjustment under certain circumstances. The debentures will not be redeemable prior to maturity, except in certain circumstances intended to maintain our status as a REIT. Interest on the debentures is payable on April and October 1 of each year. The debentures are unsecured and subordinated to present and future senior debt and will be effectively subordinated to all debt and other liabilities. 132 6. INCENTIVE AND BENEFIT PLANS We have elected to follow Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees ("APB No. 25") and related interpretations in accounting for our share-based compensation. Under APB No. 25, since the exercise price of share options equals the market price of our shares at the date of grant, no compensation expense is recorded. Restricted shares are recorded to compensation expense over the vesting periods based on the market value on the date of grant, and no compensation expense is recorded for our Employee Stock Purchase Plan ("ESPP"), since the ESPP is considered non-compensatory. We have adopted the disclosure-only provisions of SFAS No. 123, Accounting for Stock-Based Compensation. Incentive Plan. We have a non-compensatory option plan which was amended in the second quarter of 1997 by our shareholders and trust managers. This amendment resulted in an increase in the maximum number of common shares available for issuance under the plan to 10% of the common shares outstanding at any time. Compensation awards that can be granted under the plan include various forms of incentive awards including incentive share options, non-qualified share options and restricted share awards. The class of eligible persons that can receive grants of incentive awards under the plan consists of non-employee trust managers, key employees, consultants, and directors of subsidiaries as determined by a committee of our Board of Trust Managers. No incentive awards may be granted after May 27, 2003. Following is a summary of the activity of the plan for the three years ended December 31, 1999:
Shares Options and Restricted Shares Available for Issuance ------------- ---------------------------------------------------------------------- Weighted Weighted Weighted Average Average Average 1999 1999 1999 Price 1998 1998 Price 1997 1997 Price ------------- --------- ------------ ---------- ------------ ---------- ------------ Balance at January 1 1,280,362 2,838,499 $ 28.03 1,303,849 $ 24.94 843,360 $ 23.34 Current Year Share Adjustment (a) (477,959) Options Granted (603,072) 603,072 24.88 1,657,008 29.32 310,050 26.99 Exercised (79,650) 22.67 (82,327) 22.96 (33,042) 23.39 Forfeited 139,768 (139,768) 27.38 (271,538) 23.57 (4,333) 24.00 ------------- --------- ------------ ---------- ------------ ---------- ------------ Net Options (463,304) 383,654 27.71 1,303,143 30.92 272,675 27.47 ------------- --------- ------------ ---------- ------------ ---------- ------------ Restricted Shares Granted (142,826) 142,826 25.31 248,769 29.06 193,724 28.42 Forfeited (53,274) 27.01 (17,262) 27.67 (5,910) 26.39 ------------- --------- ------------ ---------- ------------ ---------- ------------ Net Restricted Shares (142,826) 89,552 26.79 231,507 29.16 187,814 28.48 ------------- --------- ------------ ---------- ------------ ---------- ------------ Balance at December 31 196,273 3,311,705 $ 27.50 2,838,499 $ 28.03 1,303,849 $ 24.94 ============= ========= ============ ========== ============ ========== ============ Exercisable options at December 31 1,056,076 $ 27.86 586,607 $ 26.15 565,600 $ 22.95 Vested restricted shares at December 31 343,702 $ 25.93 213,782 $ 25.20 123,341 $ 24.46
(a) Current year share adjustment is the net affect from the repurchase of our common shares and the increase in shares available due to the increase in shares outstanding. Options are exercisable, subject to the terms and conditions of the plan, in increments of 33.33% per year on each of the first three anniversaries of the date of grant. The plan provides that the exercise price of an option will be determined by the committee on the day of grant and to date all options have been granted at an exercise price which equals the fair market value on the date of grant. Options exercised during 1999 were exercised at prices ranging from $22 to $24.25 per share. At December 31,1999, options outstanding were at prices 133 ranging from $22 to $29.44 per share. Such options have a weighted average remaining contractual life of eight years. In 1998, in connection with the merger with Oasis, we assumed the Oasis stock incentive plans. We converted all unexercised Oasis stock options issued under the former Oasis stock incentive plans that are held by former employees of Oasis into 894,111 options to purchase Camden common shares based on the 0.759 exchange ratio described in Note 1. The options are exercisable at prices ranging from $28.66 to $33.76. All of the Oasis options became fully vested upon conversion, are exercisable, and have a weighted average remaining contractual life of five years. These options are exercisable at a weighted average price of $30.29. The fair value of each option grant, excluding the Oasis stock options, was estimated on the date of grant utilizing the Black-Scholes option pricing model with the following weighted average assumptions used for grants in 1999, 1998, and 1997, respectively: risk-free interest rates of 4.9%, 5.5% to 5.6%, and 6.3% to 6.9%, expected life of ten years, dividend yield of 7.6%, 7.8% and 6.3%, and expected share volatility of 13.7%, 13.9%, and 14.4%. The weighted average fair value of options granted in 1999, 1998, and 1997, respectively, was $0.91, $1.27 and $2.63 per share. Restricted shares have vesting periods of up to five years. The compensation cost for restricted shares has been recognized at the fair market value of our shares. Employee Stock Purchase Plan. In July 1997, we established and commenced an ESPP for all active employees, officers, and trust managers who have completed one year of continuous service. Participants may elect to purchase Camden common shares through payroll or director fee deductions and/or through quarterly contributions. At the end of each six-month offering period, each participant's account balance is applied to acquire common shares on the open market at 85% of the market value, as defined, on the first or last day of the offering period, whichever price is lower. Effective for the 2000 plan year, each participant must hold the shares purchased for nine months in order to receive the discount. A participant may not purchase more than $25,000 in value of shares during any plan year, as defined. No compensation expense was recognized for the difference in price paid by employees and the fair market value of our shares at the date of purchase. There were 98,456 and 32,678 shares purchased under the ESPP during 1999 and 1998, respectively. No shares were purchased in 1997. The weighted average fair value of ESPP shares purchased in 1999 and 1998 was $27.42 and $30.41 per share, respectively. On January 4, 2000, 17,298 shares were purchased under the ESPP related to the 1999 plan year. If we applied the recognition provisions of SFAS No. 123 to our option grants and ESPP, our net income to common shareholders and related basic and diluted earnings per share would be as follows (in thousands, except per share amounts): Year Ended December 31, ----------------------------------- 1999 1998 1997 ----------- ----------- ----------- Net income to common shareholders $ 51,076 $ 47,360 $ 38,381 Basic earnings per share $ 1.24 $ 1.15 $ 1.46 Diluted earnings per share $ 1.20 $ 1.10 $ 1.41 The effects of applying SFAS No. 123 in this pro forma disclosure are not indicative of future amounts. Rabbi Trust. In February 1997, we established a rabbi trust in which salary and bonus amounts awarded to certain officers under the key employee share option plan and restricted shares awarded to certain officers and trust managers may be deposited. We account for the rabbi trust similar to a compensatory stock option plan. At December 31, 1999, approximately 532,000 restricted shares were held in the rabbi trust. 134 401(k) Savings Plan. We have a 401(k) savings plan which is a voluntary defined contribution plan. Under the savings plan, every employee is eligible to participate beginning on the earlier of January 1 or July 1 following the date the employee has completed six months of continuous service with us. Each participant may make contributions to the savings plan by means of a pre-tax salary deferral which may not be less than 1% nor more than 15% of the participant's compensation. The federal tax code limits the annual amount of salary deferrals that may be made by any participant. We may make matching contributions on the participant's behalf. A participant's salary deferral contribution will always be 100% vested and nonforfeitable. A participant will become vested in our matching contributions 33.33% after one year of service, 66.67% after two years of service and 100% after three years of service. Expenses under the savings plan were not material. 7. COMMON SHARE REPURCHASE PROGRAM In October 1999, the Board of Trust Managers authorized us to repurchase or redeem up to $100 million of our securities through open market purchases and private transactions. This amount is in addition to the initial $50 million the Board authorized for repurchase or redemption in September 1998, and the additional $50 million the Board authorized for repurchase or redemption in March 1999. As of December 31, 1999, we had repurchased 5,691,826 common shares and redeemed 103,864 units for a total cost of $146.8 million and $2.9 million, respectively. Management expects to complete the remaining repurchases during 2000. 8. PREFERRED UNITS In February 1999, our operating partnership issued $100 million of 8.5% Series B Cumulative Redeemable Perpetual Preferred Units. Distributions on the preferred units are payable quarterly in arrears. The preferred units are redeemable for cash by the operating partnership on or after the fifth anniversary of issuance at par plus the amount of any accumulated and unpaid distributions. The preferred units are convertible after 10 years by the holder into our 8.5% Series B Cumulative Redeemable Perpetual Preferred Shares. The preferred units are subordinate to present and future debt. We used the net proceeds to reduce indebtedness outstanding under the unsecured lines of credit and repurchase common shares. During the third quarter of 1999, our operating partnership issued $35.5 million of 8.25% Series C Cumulative Redeemable Perpetual Preferred Units. Distributions on the preferred units are payable quarterly in arrears. The preferred units are redeemable for cash by the operating partnership on or after the fifth anniversary of issuance at par plus the amount of any accumulated and unpaid distributions. The preferred units are convertible after 10 years by the holder into our 8.25% Series C Cumulative Redeemable Perpetual Preferred Shares. The preferred units are subordinate to present and future debt. Subsequent to year end, our operating partnership issued $17.5 million of the 8.25% Series C Cumulative Redeemable Perpetual Preferred Units. We used the net proceeds to reduce indebtedness outstanding under the unsecured lines of credit and repurchase common shares. 9. CONVERTIBLE PREFERRED SHARES The 4,165,000 preferred shares pay a cumulative dividend quarterly in arrears in an amount equal to $2.25 per share per annum. The preferred shares generally have no voting rights and have a liquidation preference of $25 per share plus accrued and unpaid distributions. The preferred shares are convertible at the option of the holder at any time into common shares at a conversion price of $32.4638 per common share (equivalent to a conversion rate of 0.7701 per common share for each preferred share), subject to adjustment in certain circumstances. The preferred shares are not redeemable prior to April 30, 2001. 135 10. RELATED PARTY TRANSACTIONS Two of our executive officers have loans totaling $1.8 million with one of our nonqualified-REIT subsidiaries. The executives utilized amounts received from these loans to purchase our common shares in 1994. The loans mature in February 2004 and bear interest at the fixed rate of 5.23%. These loans are full recourse obligations of the officers and do not require any prepayments of principal until maturity. In connection with the Paragon and Oasis mergers and the formation of Sierra-Nevada, we began performing property management services for owners of affiliated properties. Management fees earned on the properties amounted to $845,000, $583,000, and $279,000 for the years ended December 31, 1999, 1998, and 1997, respectively. In connection with the Oasis merger, we entered into consulting agreements with two former Oasis executives, one of whom currently serves as a trust manager, to locate potential investment opportunities in California. We paid consulting fees totaling $389,000 and $340,000 to these executives in 1999 and 1998, respectively. In December 1999, our Board of Trust Managers approved a plan which permitted six of our senior executive officers to complete the purchase of 666,034 shares of our common shares of beneficial interest in open market transactions for a total of $17.5 million. The purchases were funded with unsecured full recourse personal loans made to each of the executives by a third party lender. The loans mature in five years, bear interest at 7.5% and require interest to be paid quarterly. In order to facilitate the employee share purchase transactions, we entered into a guaranty agreement with the lender for payment of all indebtedness, fees and liabilities of the officers to the lender. Simultaneously, we entered into a reimbursement agreement with each of the executive officers whereby each executive officer has indemnified us and absolutely and unconditionally agreed to reimburse us fully for any amounts paid by us pursuant to the terms of the guaranty agreement, including interest from the date amounts are paid by us until repayment by the officer. We have not had to perform under the guaranty agreement. Subsequent to year end, the Board approved a plan for four of our senior executive officers to complete the purchase of an additional $5.5 million of our common shares. We have provided additional guarantees for these purchases. 11. FAIR VALUE OF FINANCIAL INSTRUMENTS SFAS No. 107 requires disclosure about fair value for all financial instruments, whether or not recognized, for financial statement purposes. Disclosure about fair value of financial instruments is based on pertinent information available to management as of December 31, 1999 and 1998. Considerable judgment is necessary to interpret market data and develop estimated fair values. Accordingly, the estimates presented herein are not necessarily indicative of the amounts we could obtain on disposition of the financial instruments. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. As of December 31, 1999 and 1998, management estimates that the fair value of cash and cash equivalents, accounts receivable, notes receivable, accounts payable, accrued expenses and other liabilities and distributions payable are carried at amounts which reasonably approximate their fair value. As of December 31, 1999, the outstanding balance of fixed rate notes payable of $985.6 million (excluding $25 million of variable rate debt fixed through an interest rate swap agreement) had a fair value of $963.5 million as estimated based upon interest rates available for the issuance of debt with 136 similar terms and remaining maturities. The floating rate notes payable balance at December 31, 1999 approximates fair value. The fair value of our interest rate swap agreements, which are used for hedging purposes, are estimated by obtaining quotes from an investment broker. At December 31, 1999, there were no carrying amounts related to these arrangements in the consolidated balance sheet, and the fair value of these agreements was approximately $90,000. As of December 31, 1998, the carrying amount of fixed and floating rate debt, including interest rate swap agreements, approximated fair value. We are exposed to credit risk in the event of nonperformance by counterparties to our interest rate swap agreements, but have no off-balance sheet risk of loss. We anticipate that our counter parties will fully perform their obligations under the agreements. 12. NET CHANGE IN OPERATING ACCOUNTS The effect of changes in the operating accounts on cash flows from operating activities is as follows:
(In thousands) Year Ended December 31, ----------------------------------------- 1999 1998 1997 ------------ ------------ ------------ Decrease (increase) in assets: Accounts receivable - affiliates $ (1,085) $ 1,496 $ 853 Other assets, net 38 1,518 2,046 Restricted cash (426) 1,272 (1,733) Increase (decrease) in liabilities: Accounts payable (3,768) 11,570 434 Accrued real estate taxes 3,011 3,879 842 Accrued expenses and other liabilities 13,266 (19,531) (12,695) ------------ ------------ ------------ Net change in operating accounts $ 11,036 $ 204 $ (10,253) ============ ============ ============
13. COMMITMENTS AND CONTINGENCIES Construction Contracts. As of December 31, 1999, we were obligated for approximately $45.0 million of additional expenditures (a substantial amount of which is to be provided by debt). Lease Commitments. At December 31, 1999, we had long-term leases covering certain land, office facilities and equipment. Rental expense totaled $1.7 million in 1999, $1.0 million in 1998 and $783,000 in 1997. Minimum annual rental commitments for the years ending December 31, 2000 through 2004 are $1.5 million, $1.3 million, $1.1 million, $1.0 million and $1.0 million, respectively, and $8.1 million in the aggregate thereafter. Employment Agreements. We have employment agreements with six of our senior officers, the terms of which expire at various times through August 20, 2001. Such agreements provide for minimum salary levels as well as various incentive compensation arrangements, which are payable based on the attainment of specific goals. The agreements also provide for severance payments in the event certain situations occur such as termination without cause or a change of control. The severance payments vary based on the officer's position and amount to one times the current salary base for four of the officers and 2.99 times the average annual compensation over the previous three fiscal years for the two remaining officers. Six months prior to expiration, unless notification of termination is given by the senior officers, these agreements extend for one year from the date of expiration. 137 Contingencies. Prior to our merger with Oasis, Oasis had been contacted by certain regulatory agencies with regards to alleged failures to comply with the Fair Housing Amendments Act (the "Fair Housing Act") as it pertained to nine properties (seven of which we currently own) constructed for first occupancy after March 31, 1991. On February 1, 1999, the Justice Department filed a lawsuit against us and several other defendants in the United States District Court for the District of Nevada alleging (1) that the design and construction of these properties violates the Fair Housing Act and (2) that we, through the merger with Oasis, had discriminated in the rental of dwellings to persons because of handicap. The complaint requests an order that (i) declares that the defendant's policies and practices violate the Fair Housing Act; (ii) enjoins us from (a) failing or refusing, to the extent possible, to bring the dwelling units and public use and common use areas at these properties and other covered units that Oasis has designed and/or constructed into compliance with the Fair Housing Act, (b) failing or refusing to take such affirmative steps as may be necessary to restore, as nearly as possible, the alleged victims of the defendants alleged unlawful practices to positions they would have been in but for the discriminatory conduct and (c) designing or constructing any covered multi-family dwellings in the future that do not contain the accessibility and adaptability features set forth in the Fair Housing Act; and requires us to pay damages, including punitive damages, and a civil penalty. With any acquisition, we plan for and undertake renovations needed to correct deferred maintenance, life/safety and Fair Housing matters. We are currently in the process of determining the extent of the alleged noncompliance on the properties discussed above and the remaining changes that may be necessitated. At this time, we are not able to provide an estimate of costs and expenses associated with the resolution of this matter, however, management does not expect the amount to be material. There can be no assurance that we will be successful in the defense of the Justice Department action. We are subject to various legal proceedings and claims that arise in the ordinary course of business. These matters are generally covered by insurance. While the resolution of these matters cannot be predicted with certainty, management believes that the final outcome of such matters will not have a material adverse effect on our consolidated financial statements. 14. SUBSEQUENT EVENTS In the ordinary course of our business, we issue letters of intent indicating a willingness to negotiate for the purchase or sale of multifamily properties or development land. In accordance with local real estate market practice, such letters of intent are non-binding, and neither party to the letter of intent is obligated to pursue negotiations unless and until a definitive contract is entered into by the parties. Even if definitive contracts are entered into, the letters of intent and resulting contracts contemplate that such contracts will provide the purchaser with time to evaluate the properties and conduct due diligence and during which periods the purchaser will have the ability to terminate the contracts without penalty or forfeiture of any deposit or earnest money. There can be no assurance that definitive contracts will be entered into with respect to any properties covered by letters of intent or that we will acquire or sell any property as to which we may have entered into a definitive contract. Further, due diligence periods are frequently extended as needed. An acquisition or sale becomes probable at the time that the due diligence period expires and the definitive contract has not been terminated. We are then at risk under an acquisition contract, but only to the extent of any earnest money deposits associated with the contract, and is obligated to sell under a sales contract. We are currently in the due diligence period for the purchase of land for development. No assurance can be made that we will be able to complete the negotiations or become satisfied with the outcome of the due diligence. 138 At year end, we were obligated under an earnest money contract to sell two parcels of land totaling approximately $15 million. We expect to complete this transaction late in the first quarter to early in the second quarter of 2000. We are currently seeking to selectively dispose of up to $150 million of real estate assets that management believes have a lower projected net operating income growth rate than the overall portfolio, or no longer conform to our operating and investment strategies. We currently anticipate using the potential proceeds from these sales to retire debt and repurchase shares. However, we cannot assure you that we will complete these sales or that the final outcomes of these sales, if completed, will be on terms favorable to us. 15. QUARTERLY FINANCIAL DATA (unaudited) Summarized quarterly financial data for the years ended December 31, 1999 and 1998 are as follows:
(In thousands, except per share amounts) First Second Third Fourth Total ---------- ----------- ----------- ---------- ----------- 1999: Revenues $ 88,835 $ 91,412 $ 94,177 $ 96,872 $ 371,296 Net income to common shareholders 13,706* 12,838 13,535** 12,173 52,252 Basic earnings per share 0.32* 0.31 0.33** 0.30 1.27 Diluted earnings per share 0.31* 0.30 0.32** 0.29 1.23 1998***: Revenues $ 58,592 $ 91,587 $ 86,549 $ 87,111 $ 323,839 Net income to common shareholders 8,961 9,568 14,650 14,783 47,962 Basic earnings per share 0.28 0.22 0.33 0.33 1.16 Diluted earnings per share 0.27 0.21 0.31 0.32 1.12
* Includes a $720 or $0.02 basic and diluted earnings per share impact related to gain on the sale of a property. ** Includes a $2,259 or $0.06 basic earnings and $0.05 diluted earnings per share impact related to gain on sales of properties. *** Includes results of the Oasis merger beginning April 1, 1998. 16. Price Range of Common Shares (unaudited) The high and low sales prices per share of our common shares, as reported on the New York Stock Exchange composite tape, and distributions per share declared for the quarters indicated were as follows: High Low Distributions ------------ -------------- ----------------- 1999: First $ 26 11/16 $ 24 3/16 $ 0.520 Second 28 3/16 24 1/8 0.520 Third 28 3/16 25 15/16 0.520 Fourth 27 3/4 25 9/16 0.520 1998: First $ 30 9/16 $ 28 5/8 $ 0.505 Second 31 1/16 27 15/16 0.505 Third 30 7/16 25 0.505 Fourth 27 7/8 24 1/2 0.505 139 CAMDEN PROPERTY TRUST COMPARATIVE SUMMARY OF SELECTED FINANCIAL AND PROPERTY DATA (In thousands, except per share amounts)
Year Ended December 31, ---------------------------------------------------------------------- 1999 1998* 1997** 1996 1995 ------------- ------------- ------------- ----------- ----------- Operating Data Revenues: Rental income $ 341,168 $ 300,632 $ 187,928 $ 105,785 $ 92,275 Other property income 22,148 18,093 9,446 4,453 3,617 ------------- ------------- ------------- ----------- ----------- Total property income 363,316 318,725 197,374 110,238 95,892 Equity in income of joint ventures 683 1,312 1,141 Fee and asset management 5,373 1,552 743 949 1,029 Other income 1,924 2,250 531 419 353 ------------- ------------- ------------- ----------- ----------- Total revenues 371,296 323,839 199,789 111,606 97,274 ------------- ------------- ------------- ----------- ----------- Expenses Property operating and maintenance 107,972 97,137 70,679 40,604 37,093 Real estate taxes 36,410 31,469 21,028 13,192 11,481 General and administrative 10,606 7,998 4,389 2,631 2,263 Interest 57,856 50,467 28,537 17,336 13,843 Depreciation and amortization 89,516 78,113 44,836 23,894 20,264 ------------- ------------- ------------- ----------- ----------- Total expenses 302,360 265,184 169,469 97,657 84,944 ------------- ------------- ------------- ----------- ----------- Income before gain on sales of properties and joint venture interests, losses related to early retirement of debt and minority interests 68,936 58,655 30,320 13,949 12,330 Gain on sales of properties and joint venture interests 2,979 10,170 115 Losses related to early retirement of debt (397) (5,351) ------------- ------------- ------------- ----------- ----------- Income before minority interests 71,915 58,655 40,093 8,713 12,330 Income allocated to minority interests Preferred unit distributions (8,278) Operating partnership units (2,014) (1,322) (1,655) ------------- ------------- ------------- ----------- ----------- Total income allocated to minority interests (10,292) (1,322) (1,655) ------------- ------------- ------------- ----------- ----------- Net income 61,623 57,333 38,438 8,713 12,330 Preferred share dividends (9,371) (9,371) (4) (39) ------------- ------------- ------------- ---------- ----------- Net income to common shareholders $ 52,252 $ 47,962 $ 38,438 $ 8,709 $ 12,291 ============= ============= ============= =========== =========== Basic earnings per share $ 1.27 $ 1.16 $ 1.46 $ 0.59 $ 0.86 Diluted earnings per share $ 1.23 $ 1.12 $ 1.41 $ 0.58 $ 0.86 Distributions per common share $ 2.08 $ 2.02 $ 1.96 $ 1.90 $ 1.84 Weighted average number of common shares outstanding . 41,236 41,174 26,257 14,849 14,325 Weighted average number of common and common 44,291 44,183 28,356 14,979 14,414 dilutive equivalent shares outstanding Balance Sheet Data (at end of period) Real estate assets $ 2,678,034 $ 2,487,942 $ 1,397,138 $ 646,545 $ 607,598 Accumulated depreciation (253,545) (167,560) (94,665) (56,369) (36,800) Total assets 2,487,932 2,347,982 1,323,620 603,510 582,352 Notes payable 1,165,090 1,002,568 480,754 244,182 235,459 Minority interests 196,852 71,783 63,325 Convertible subordinated debentures 3,406 3,576 6,025 27,702 44,050 Series A Preferred Shares issued in 1993 1,950 Shareholders' Equity 1,016,675 1,170,388 710,564 295,428 267,829 Common shares outstanding 39,093 43,825 31,694 16,521 14,514
140 CAMDEN PROPERTY TRUST COMPARATIVE SUMMARY OF SELECTED FINANCIAL AND PROPERTY DATA (continued) (In thousands, except property data amounts)
Year Ended December 31, ------------------------------------------------------------------- 1999 1998* 1997** 1996 1995 ------------ ------------ ------------- ------------ ------------- Other Data Cash flows provided by (used in): Operating activities $ 164,021 $ 138,419 $ 65,974 $ 41,267 $ 37,594 Investing activities (220,571) (55,013) (73,709) (41,697) (97,003) Financing activities 56,420 (84,227) 11,837 59,404 2,560 Funds from operations*** 152,369 137,996 75,753 39,999 35,260 Property Data Number of operating properties (at end of period) 153 149 100 48 50 Number of operating apartment homes (at end of period) 53,311 51,310 34,669 17,611 16,742 Number of operating apartment homes (weighted average) 45,606 42,411 29,280 17,362 16,412 Weighted average monthly total property income per apartment home $ 664 $ 626 $ 562 $ 529 $ 487 Properties under development (at end of period) 6 14 6 5 9
* Effective April 1, 1998 we acquired Oasis. ** Effective April 1, 1997 we acquired Paragon. *** Management considers FFO to be an appropriate measure of the performance of an equity REIT. The National Association of Real Estate Investment Trusts ("NAREIT") currently defines FFO as net income (computed in accordance with generally accepted accounting principles), excluding gains (or losses) from debt restructuring and sales of property, plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. In addition, extraordinary or unusual items, along with significant non-recurring events that materially distort the comparative measure of FFO are typically disregarded in its calculation. Our definition of diluted FFO also assumes conversion at the beginning of the period of all convertible securities, including minority interests, which are convertible into common equity. We believe that in order to facilitate a clear understanding of our consolidated historical operating results, FFO should be examined in conjunction with net income as presented in the consolidated financial statements and data included elsewhere in this report. FFO is not defined by generally accepted accounting principles. FFO should not be considered as an alternative to net income as an indication of our operating performance or to net cash provided by operating activities as a measure of our liquidity. Further, FFO as disclosed by other REIT's may not be comparable to our calculation. EX-21.1 14 SUBSIDIARIES OF THE REGISTRANT 141 EXHIBIT 21.1 State of Incorporation/ Name Under Which Names of Subsidiaries Organization Business is Done - --------------------------------- -------------------- ------------------------ 1.Camden Operating, L.P. Delaware Camden Operating, L.P. 2.Camden USA, Inc. Delaware Camden USA, Inc. 3.Camden Development, Inc. Delaware Camden Development, Inc. 4.Camden Realty, Inc. Delaware Camden Realty, Inc. EX-23.1 15 INDEPENDENT AUDITORS' CONSENT 142 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statements No. 33-80230, No. 333-32569 and No. 333-57565, each on Form S-8, Amendment No. 2 to No. 33-84658, Amendment No. 1 to No. 33-84536, Amendment No. 4 to No. 333-70295 and Post-Effective Amendment No. 1 to No. 333-92959, each on Form S-3, of Camden Property Trust of our report dated February 4, 2000, appearing in this Annual Report on Form 10-K of Camden Property Trust for the year enced December 31, 1999. DELOITTE & TOUCHE LLP Houston, Texas March 28, 2000 EX-24.1 16 POWER OF ATTORNEY 143 EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint D. Keith Oden and G. Steven Dawson, and each of them, each with full power to act without the other, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign an Annual Report (the "Annual Report") of CAMDEN PROPERTY TRUST on Form 10-K for the year ended December 31, 1999 and to sign any and all amendments to the Annual Report and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or any of them may lawfully do or cause to be done by virtue hereof. /s/Richard J. Campo ---------------------------------------- Signature Richard J. Campo ---------------------------------------- Print Name Dated: March 28, 2000 144 EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Richard J. Campo and G. Steven Dawson, and each of them, each with full power to act without the other, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign an Annual Report (the "Annual Report") of CAMDEN PROPERTY TRUST on Form 10-K for the year ended December 31, 1999 and to sign any and all amendments to the Annual Report and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or any of them may lawfully do or cause to be done by virtue hereof. /s/D. Keith Oden ---------------------------------------- Signature D. Keith Oden ---------------------------------------- Print Name Dated: March 28, 2000 145 EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint D. Keith Oden and Richard J. Campo, and each of them, each with full power to act without the other, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign an Annual Report (the "Annual Report") of CAMDEN PROPERTY TRUST on Form 10-K for the year ended December 31, 1999 and to sign any and all amendments to the Annual Report and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or any of them may lawfully do or cause to be done by virtue hereof. /s/G. Steven Dawson ---------------------------------------- Signature G. Steven Dawson ---------------------------------------- Print Name Dated: March 28, 2000 146 EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint D. Keith Oden, Richard J. Campo and G. Steven Dawson, and each of them, each with full power to act without the other, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign an Annual Report (the "Annual Report") of CAMDEN PROPERTY TRUST on Form 10-K for the year ended December 31, 1999 and to sign any and all amendments to the Annual Report and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or any of them may lawfully do or cause to be done by virtue hereof. /s/William R. Cooper ---------------------------------------- Signature William R. Cooper ---------------------------------------- Print Name Dated: March 28, 2000 147 EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint D. Keith Oden, Richard J. Campo and G. Steven Dawson, and each of them, each with full power to act without the other, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign an Annual Report (the "Annual Report") of CAMDEN PROPERTY TRUST on Form 10-K for the year ended December 31, 1999 and to sign any and all amendments to the Annual Report and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or any of them may lawfully do or cause to be done by virtue hereof. /s/George A. Hrdlicka ---------------------------------------- Signature George A. Hrdlicka ---------------------------------------- Print Name Dated: March 28, 2000 148 EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint D. Keith Oden, Richard J. Campo and G. Steven Dawson, and each of them, each with full power to act without the other, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign an Annual Report (the "Annual Report") of CAMDEN PROPERTY TRUST on Form 10-K for the year ended December 31, 1999 and to sign any and all amendments to the Annual Report and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or any of them may lawfully do or cause to be done by virtue hereof. /s/Scott S. Ingraham ---------------------------------------- Signature Scott S. Ingraham ---------------------------------------- Print Name Dated: March 28, 2000 149 EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint D. Keith Oden, Richard J. Campo and G. Steven Dawson, and each of them, each with full power to act without the other, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign an Annual Report (the "Annual Report") of CAMDEN PROPERTY TRUST on Form 10-K for the year ended December 31, 1999 and to sign any and all amendments to the Annual Report and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or any of them may lawfully do or cause to be done by virtue hereof. /s/Lewis A. Levey ---------------------------------------- Signature Lewis A. Levey ---------------------------------------- Print Name Dated: March 28, 2000 150 EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint D. Keith Oden, Richard J. Campo and G. Steven Dawson, and each of them, each with full power to act without the other, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign an Annual Report (the "Annual Report") of CAMDEN PROPERTY TRUST on Form 10-K for the year ended December 31, 1999 and to sign any and all amendments to the Annual Report and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or any of them may lawfully do or cause to be done by virtue hereof. /s/F. Gardner Parker ---------------------------------------- Signature F. Gardner Parker ---------------------------------------- Print Name Dated: March 28, 2000 151 EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint D. Keith Oden, Richard J. Campo and G. Steven Dawson, and each of them, each with full power to act without the other, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign an Annual Report (the "Annual Report") of CAMDEN PROPERTY TRUST on Form 10-K for the year ended December 31, 1999 and to sign any and all amendments to the Annual Report and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or any of them may lawfully do or cause to be done by virtue hereof. /s/Steven A. Webster ---------------------------------------- Signature Steven A. Webster ---------------------------------------- Print Name Dated: March 28, 2000 EX-27.1 17 FINANCIAL DATE SCHEDULE
5 1,000 12-MOS DEC-31-1999 DEC-31-1999 10,229 0 0 0 0 0 2,678,034 253,545 2,487,932 0 1,165,090 0 42 448 1,016,185 2,487,932 0 371,296 0 144,382 89,516 0 57,856 0 0 0 0 0 0 61,623 1.27 1.23
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