S-4 1 d20386sv4.htm FORM S-4 sv4
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As filed with the Securities and Exchange Commission on November 23, 2004

Registration No. 333-______



SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


Camden Property Trust

(Exact name of registrant as specified in its charter)
         
Texas
(State or other jurisdiction of
incorporation or organization)
  6798
(Primary Standard Industrial
Classification Code Number)
  76-6088377
(I.R.S. Employer Identification
Number)

Three Greenway Plaza, Suite 1300
Houston, Texas 77046
(713) 354-2500

(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)

Richard J. Campo
Chairman of the Board and Chief Executive Officer
Camden Property Trust
Three Greenway Plaza, Suite 1300
Houston, Texas 77046
(713) 354-2500

(Name, address, including zip code, and telephone number, including area code, of agent for service)


Copies to:

     
Bryan L. Goolsby
Toni Weinstein
Locke Liddell & Sapp LLP
2200 Ross Avenue, Suite 2200
Dallas, Texas 75201
Tel: (214) 740-8000
Fax: (214) 740-8800
  Gilbert G. Menna, P.C.
John T. Haggerty
Goodwin Procter LLP
Exchange Place
Boston, MA 02109
Tel.: (617) 570-1000
Fax: (617) 523-1231


     Approximate date of commencement of proposed sale to the public: As promptly as possible upon effectiveness of this Registration Statement.



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     If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: o

     If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o


CALCULATION OF REGISTRATION FEE

                                 
Title of Each Class           Proposed Maximum        
of Securities to be   Amount to be   Offering Price Per   Proposed Maximum   Amount of
Registered
  Registered
  Unit
  Offering Price
  Registration Fee
Common Shares of Beneficial Interest, par value $0.01 per share
    11,786,595 (1)     N/A     $ 370,099,083 (2)   $ 46,892  

(1)   Represents the maximum number of common shares of beneficial interest of the Registrant issuable upon the consummation of the transaction described herein to holders of common stock of Summit Properties Inc. (“Summit Common Stock”).

(2)   Estimated pursuant to Rule 457(f) of the Securities Act of 1933, as amended, based upon the market value of shares of Summit Common Stock of $31.40 per share, which is the average of the high and low sales prices of a share of Summit Common Stock as reported by the New York Stock Exchange on November 22, 2004.


     The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.



 


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The information in this joint proxy statement/prospectus is not complete and may be changed. Camden may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This joint proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy nor shall there be any sale of these securities where the offer, solicitation or sale is not permitted.

Subject to Completion, dated November 23, 2004

     
(CAMDEN LOGO)
  (SUMMIT LOGO)

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

     Both of our boards have approved a merger of our two companies. The boards of both companies believe that the merger will help to create an exceptional multifamily platform that will deliver consistent results for shareholders. We are proposing the merger because we believe that it will benefit the shareholders of each of our respective companies by creating more shareholder value than either company could create individually and allowing shareholders to participate in a larger, more geographically diversified company.

     If the merger is completed, Summit stockholders may elect, on a share-by-share basis, to receive either $31.20 in cash or .6687 of a Camden common share at the closing of the merger. These elections to receive cash or shares are not guaranteed because the total amount of cash to be paid in the merger to Summit stockholders is fixed. As a result, depending on how many Summit stockholders elect to receive cash or shares, a Summit stockholder may actually receive a combination of cash or shares in the merger regardless of an election. Camden will issue approximately 11.8 million shares and approximately $436.5 million in cash in the merger, based on the number of shares of Summit common stock outstanding on                    . We estimate that immediately after the merger, Summit stockholders will hold approximately 22.7% of the then-outstanding Camden common shares, based on the number of Camden common shares and shares of Summit common stock outstanding on                    . Camden shareholders will continue to hold their existing shares, which will not be affected by the merger.

     Camden common shares are traded on the New York Stock Exchange under the symbol “CPT.” On                    , Camden common shares closed at $  per share. As explained in more detail in the attached joint proxy statement/prospectus, Summit may terminate the merger agreement if the value of Camden common shares decreases to below $39.31 per Camden common share, during a period leading up to the merger, unless Camden elects to increase the exchange ratio. Summit stockholders are urged to check the trading price of Camden common shares prior to electing whether to receive cash or shares in the merger.

     We cannot complete the merger unless Camden shareholders approve the issuance of Camden common shares in the merger and Summit stockholders approve the merger agreement and the merger at the special meetings to be held by Camden and Summit. In addition, the closing of the merger is conditioned upon the approval of the merger and the approval of the second amended and restated limited partnership agreement of Summit’s operating partnership by the holders of a majority of the outstanding common units of limited partnership in the operating partnership, other than Summit. Two such holders, holding approximately 36.4% of the outstanding common units entitled to vote on these proposals, have entered into a voting agreement agreeing to vote their units in favor of such matters. The merger will not be completed even if Camden shareholders approve the issuance of Camden common shares in the merger and Summit stockholders approve the merger agreement and the merger unless the required approvals of the limited partners are obtained.

     After careful consideration, the boards of Camden and Summit have unanimously determined that the merger is advisable and in the best interests of their respective shareholders and stockholders. The Camden board unanimously recommends that Camden shareholders vote FOR approval of the issuance of Camden common shares pursuant to the merger agreement. The Summit board unanimously recommends that Summit stockholders vote FOR approval of the merger agreement and the merger.

 


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     More information about Camden, Summit and the proposed merger is contained in this joint proxy statement/prospectus. We encourage you to read this entire joint proxy statement/prospectus carefully, including the section entitled “Risk Factors” beginning on page 32.

     Whether or not you plan to attend your special meeting, please take the time to vote by completing and mailing the enclosed proxy card.

     The dates, times and places of the special meetings are as follows:

     
For Camden:   For Summit:
                   ,                    , 2005
at 9:00 a.m., Central Time
[address of meeting]
                     ,                    , 2005
at 10:00 a.m., Eastern Time
[address of meeting]
     
Richard J. Campo
Chairman of the Board and Chief Executive Officer
Camden Property Trust
  Steven R. LeBlanc
President and Chief Executive Officer
Summit Properties Inc.

EACH VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY.

     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the merger or passed upon the adequacy or accuracy of this joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.

     This joint proxy statement/prospectus is dated                    , 2005 and it is first being mailed to Camden shareholders and Summit stockholders on or about                    , 2005.

 


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ADDITIONAL INFORMATION

     This joint proxy statement/prospectus incorporates important business and financial information about our companies that is not included in or delivered with this joint proxy statement/prospectus. You can obtain any of the documents incorporated by reference from Camden or Summit, as the case may be, or through the SEC or the SEC’s website. The address of that website is www.sec.gov. Documents incorporated by reference are available from the companies, without charge, excluding all exhibits unless specifically incorporated by reference as an exhibit to this joint proxy statement/prospectus. Shareholders of Camden or stockholders of Summit may obtain documents incorporated by reference in this joint proxy statement/prospectus by requesting them in writing or by telephone from the appropriate company at the following addresses:

     
Camden Property Trust
3 Greenway Plaza, Suite 1300
Houston, Texas 77046
Attention: Investor Relations
Telephone: (800) 922-6336 x2787
or (713) 354-2787
  Summit Properties Inc.
309 East Morehead Street, Suite 200
Charlotte, North Carolina 28202
Attention: Investor Relations
Telephone: (704) 334-3000

     You can also get more information by visiting Camden’s website at www.camdenliving.com and Summit’s website at www.summitproperties.com. We are not incorporating the contents of the websites of the SEC, Camden or Summit or any other person into this joint proxy statement/prospectus.

     If you would like to request documents, in order to ensure timely delivery you must do so at least five business days before the date of the special meetings. This means you must request this information no later than                    , 2005. If you request any incorporated documents, we will mail them to you by first class mail, or another equally prompt means, within one business day after we receive your request.

 


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Camden Property Trust
3 Greenway Plaza, Suite 1300
Houston, Texas 77046

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON _________, __________, 2005

     A special meeting of shareholders of Camden Property Trust, a Texas real estate investment trust, will be held at 9:00 a.m., Central Time, on                    ,                    , 2005, at                                       , Houston, Texas, for the following purposes:

     1. To consider and vote on a proposal to approve the issuance of Camden common shares pursuant to the agreement and plan of merger, dated as of October 4, 2004, as amended, by and among Camden Property Trust, Camden Summit, Inc. (formerly known as Camden Sparks, Inc.), a Delaware corporation and a wholly owned subsidiary of Camden, and Summit Properties Inc., a Maryland corporation, a copy of which is attached as Annex A to the accompanying joint proxy statement/prospectus.

     2. To transact any other business as may properly come before the special meeting or any adjournments or postponements.

     Only holders of record of Camden common shares at the close of business on                    , 2004 are entitled to notice of, and to vote at, the special meeting and any adjournments or postponements.

     It is important that your common shares be represented and voted at the special meeting. If you do not plan to attend the special meeting and vote your common shares in person, please vote by completing, signing and mailing the proxy card in the enclosed postage pre-paid envelope.

     Any proxy may be revoked at any time before its exercise at the special meeting.

     
  By order of the Camden board of trust managers,
 
   
  Dennis M. Steen
Senior Vice President-Finance, Chief
Financial Officer and Secretary
 
   
                   , 2005
   

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

     The Camden board has unanimously approved and adopted the merger agreement and the merger and unanimously recommends that you vote to approve the issuance of Camden common shares pursuant to the merger agreement.

 


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Summit Properties Inc.
309 East Morehead Street, Suite 200
Charlotte, North Carolina 28202

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON _________, __________, 2005

     A special meeting of stockholders of Summit Properties Inc., a Maryland corporation, will be held at 10:00 a.m., Eastern Time, on                    ,                    , 2005, at                                       , Charlotte, North Carolina, for the following purposes:

     1. To consider and vote on a proposal to approve the agreement and plan of merger, dated as of October 4, 2004, as amended, by and among Camden Property Trust, a Texas real estate investment trust, Camden Summit, Inc. (formerly known as Camden Sparks, Inc.), a Delaware corporation and a wholly owned subsidiary of Camden, and Summit Properties Inc., a copy of which is attached as Annex A to the accompanying joint proxy statement/prospectus, and the merger of Summit with and into Camden Summit under the merger agreement.

     2. To transact any other business as may properly come before the special meeting or any adjournments or postponements.

     Only holders of record of Summit common stock at the close of business on                    , 2004 are entitled to notice of, and to vote at, the special meeting and any adjournments or postponements.

     It is important that your common stock be represented and voted at the special meeting. If you do not plan to attend the special meeting and vote your common stock in person, please vote by completing, signing and mailing the proxy card in the enclosed, postage pre-paid envelope.

     Any proxy may be revoked at any time before its exercise at the special meeting.

     
  By order of the Summit board of directors,
 
   
  Michael G. Malone
Senior Vice President, Secretary and
General Counsel
                   , 2005
   

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

     The Summit board has unanimously approved and adopted the merger agreement and the merger and unanimously recommends that you vote to approve the merger agreement and the merger.

 


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    F-1  
Annex A — Agreement and Plan of Merger, as amended
    A-1  
Annex B — Fairness Opinion of Deutsche Bank Securities Inc.
    B-1  
Annex C — Fairness Opinion of J.P. Morgan Securities Inc.
    C-1  
 Form of Registration Rights Agreement
 Opinion and Consent of Locke Liddell & Sapp LLP
 Opinion and Consent of Locke Liddell & Sapp LLP
 Opinion and Consent of Goodwin Procter LLP
 Opinion and Consent of Goodwin Procter LLP
 Form of Affiliate Letter
 Form of Second Amended and Restated Agreement of Limited Partnership
 Form of Tax, Asset and Income Support Agreement
 Consent of Deloitte & Touche LLP - Camden Property Trust
 Consent of Deloitte & Touche LLP - Summit Properties Inc.
 Consent of Deutsche Bank Securities Inc.
 Consent of J.P. Morgan Securities Inc.
 Consent of William B. McGuire, Jr.
 Consent of Wiliam F. Paulsen
 Form of Proxy Solicited by the Board of Trust Managers of Camden Property Trust
 Form of Proxy Solicited by the Board of Directors of Summit Properties Inc.
 form of Letter of Transmittal

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QUESTIONS & ANSWERS ABOUT THE MERGER

     
Q:
  What am I being asked to vote on?
 
   
A:
  Summit Stockholders. You are being asked to approve the merger agreement and the merger of Summit with and into Camden Summit, Inc., a wholly owned subsidiary of Camden, which we refer to as Camden Summit. Camden Summit will be the surviving corporation in the merger and will continue to be a wholly owned subsidiary of Camden. Approval of the merger agreement and the merger requires the affirmative vote of at least a majority of the outstanding shares of Summit common stock.
 
   
  The Summit board has unanimously approved and adopted the merger agreement and the merger and unanimously recommends that Summit stockholders vote FOR approval of the merger agreement and the merger.
 
   
  In considering the recommendation of the Summit board with respect to the merger and the merger agreement, Summit stockholders should be aware that members of the Summit board as well as some Summit executive officers have interests in, and will receive benefits from, the merger and the partnership transaction that differ from, or are in addition to, the interests of Summit stockholders generally. Please see “The Merger—Conflicts of Interest of Summit Directors and Executive Officers in the Merger and the Partnership Transaction” beginning on page 69.
 
   
  Camden Shareholders. You are being asked to approve the issuance of Camden common shares pursuant to the merger agreement. Approval of the issuance of the Camden common shares pursuant to the merger agreement requires the affirmative vote of at least a majority of the Camden common shares cast on this proposal at the special meeting, provided that the total votes cast on the proposal represents over 50% of the outstanding Camden common shares entitled to vote on this proposal.
 
   
  The Camden board has unanimously approved and adopted the merger agreement and the merger and unanimously recommends that Camden shareholders vote FOR approval of the issuance of Camden common shares pursuant to the merger agreement.
 
   
Q:
  Are any other votes required?
 
   
  Yes. The closing of the merger is conditioned upon the approval of the merger and the approval of the second amended and restated limited partnership agreement of Summit’s operating partnership, which we refer to as the Operating Partnership, by the holders of at least a majority of the outstanding common units of limited partnership interest in the Operating Partnership, other than Summit. Two such holders, holding approximately 36.4% of the outstanding units entitled to vote on these proposals, have entered into a voting agreement agreeing to vote their units in favor of such matters. The merger will not be completed even if Camden shareholders approve the issuance of Camden common shares pursuant to the merger agreement and Summit stockholders approve the merger agreement and the merger unless the required approvals of the limited partners are obtained.
 
   
Q:
  What will I receive in the merger?
 
   
A:
  Summit Stockholders. If you are a Summit stockholder, you have the right to elect to receive, for each share of Summit common stock that you hold, either $31.20 in cash or .6687 of a Camden common share, subject to reallocation as discussed below. We refer to the cash and share consideration to be paid to Summit stockholders as the merger consideration.
 
   
  The total amount of cash that will be paid to Summit stockholders as consideration in the merger is fixed at approximately $436.5 million, based on the number of shares of Summit common stock outstanding on                                       . The cash elections and the share elections in the merger are subject to reallocation to preserve this fixed limitation on the amount of cash to be paid in the merger as described under “The Merger Agreement—Reallocation of Stockholder Elections” on page 77. As a result, even if you make an election to receive cash for your shares of Summit common stock or an election to receive Camden common shares for your shares of Summit common stock, you may nevertheless receive a mix of cash and shares.
 
   
  The merger agreement includes a price-based termination right designed to protect Summit stockholders if the value of Camden common shares decreases to below $39.31 per Camden common share, during a

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  period leading up to the merger, as described under “The Merger Agreement—Summit Price-Based Termination Right” on page 87.
 
   
  Camden Shareholders. If you are a Camden shareholder, each Camden common share that you hold will continue to represent one Camden common share after the merger. However, because Camden will be issuing new common shares in the merger, each outstanding Camden common share immediately prior to the merger will represent a smaller percentage of the total number of Camden common shares outstanding after the merger.
 
   
Q:
  How do Summit stockholders specify if they want to receive cash or Camden common shares in the merger?
 
   
A:
  If you are a Summit stockholder, an election form has been sent to you with this joint proxy statement/prospectus so that you may elect to receive, on a share-by-share basis, either cash or Camden common shares in exchange for each of your shares of Summit common stock. You may specify different elections with respect to different shares held by you. For example, if you own 100 shares, you can make a cash election with respect to 30 of your shares and a share election with respect to the other 70 shares. To be effective, the election form must be properly completed, signed and received by the exchange agent, together with your stock certificates representing shares of Summit common stock with respect to which an election is being made, prior to 5:00 p.m., Eastern Time, on the third business day prior to the date of the special meetings, or                    , 2005. We refer to this date and time in this joint proxy statement/prospectus as the election deadline.
 
   
  If you fail to submit a properly completed election form, together with your stock certificates (or a properly completed notice of guaranteed delivery), prior to the election deadline, you will be deemed not to have made an election. As a non-electing stockholder, you will be paid an equivalent value per share to the amount paid per share to Summit stockholders making elections, but you may be paid all in cash, all in Camden common shares, or in part cash and in part Camden common shares, depending on the remaining pool of cash available for paying the merger consideration after honoring the cash elections and share elections that other Summit stockholders have made. If you own shares of Summit common stock in “street name” through a bank, broker or other financial institution and you wish to make an election, you should seek instructions from the financial institution holding your shares concerning how to make your election. Following the closing of the merger, if you have not made an election, you will receive a letter of transmittal and instructions as to how to surrender your stock certificates.
 
   
Q:
  Can I change or revoke my election?
 
   
A:
  Yes. You may change or revoke your election by giving written notice to the exchange agent at American Stock Transfer & Trust Company at 59 Maiden Lane, New York, New York 10038, prior to the election deadline, which is 5:00 p.m., Eastern Time, on                    , 2005. After the election deadline, you may not change or revoke your election, unless the exchange agent is legally required to permit revocations.
 
   
Q:
  Will I recognize taxable gain or loss as a result of the merger?
 
   
A:
  We expect the following U.S. federal income tax consequences generally to apply:
 
   
  Summit Stockholders. Summit has received an opinion of counsel to the effect that, based on certain facts, representations and assumptions, the merger will be treated as a “reorganization” for federal income tax purposes. Accordingly, Summit stockholders generally will not recognize any gain or loss on the exchange of shares of Summit common stock for Camden common shares. However, Summit stockholders generally will be taxed if they receive cash in exchange for their shares of Summit common stock or instead of any fractional Camden common share that they would otherwise be entitled to receive. Summit’s obligation to complete the merger is conditioned on the receipt of this opinion, dated as of the effective date of the merger, regarding the federal income tax treatment of the merger to it and the stockholders of Summit.
 
   
  Tax matters are complicated, and the tax consequences of the merger to Summit stockholders will depend upon the facts of their particular situation and on whether they receive shares, cash or a mix of cash and shares. In addition, Summit stockholders may be subject to federal, state, local or foreign tax laws that are not discussed in this joint proxy statement/prospectus. Accordingly, Summit stockholders are strongly

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  urged to consult their own tax advisors for a full understanding of the tax consequences of the merger to them.
 
   
  Camden Shareholders. Camden common shareholders will not recognize either gain or loss for U.S. federal income tax purposes as a result of the merger.
 
   
Q:
  What will my dividends be before and after the merger?
 
   
A:
  Until the merger is completed, Summit common stockholders will continue to receive regular dividends as authorized by the Summit board. The merger agreement permits Summit to pay a regular quarterly cash dividend in an amount not to exceed $0.3375 per share of Summit common stock. Summit currently intends to continue to pay regular quarterly dividends for any quarterly periods ending before the closing of the merger and may pay a pro rata cash dividend in the quarter in which the closing of the merger occurs as authorized by the Summit board. In addition, Summit may pay, if necessary, a final dividend in an amount equal to the minimum amount necessary to maintain Summit’s REIT status under the Internal Revenue Code and to avoid the payment of any corporate level tax with respect to undistributed income or gain, as required by the merger agreement.
 
   
  Camden common shareholders will continue to receive regular dividends as authorized by the Camden board. The merger agreement permits Camden to pay a regular quarterly cash dividend in an amount not to exceed $0.635 per Camden common share. Camden currently intends to continue to pay regular quarterly dividends and may pay a pro rata cash dividend in the quarter in which the closing of the merger occurs as authorized by the Camden board.
 
   
  After the closing of the merger, former holders of Summit common stock that receive Camden common shares in the merger will receive the dividends payable to all holders of Camden common shares with a record date after the closing. Based on the merger consideration payable to Summit common stockholders in the merger and Camden’s current quarterly dividend of $0.635 per common share, a Summit common stockholder would receive quarterly Camden dividends on a pro forma combined equivalent basis of $0.4246 per share for each share of Summit common stock exchanged, assuming Camden’s current quarterly dividend of $0.635 per common share, or an increase of approximately 26% from the current quarterly dividend paid by Summit on its common stock of $0.3375 per share. Upon the closing of the merger, you will cease receiving any distributions or dividends on all shares of Summit common stock you held before the merger, other than any distributions or dividends declared by Summit before the closing of the merger but not yet paid.
 
   
Q:
  What do I need to do now?
 
   
A:
  If you are a Camden shareholder or a Summit stockholder, just indicate on your proxy card how you want to vote, and sign and mail it in the enclosed postage-paid envelope as soon as possible so that your shares will be represented at your special meeting.
 
   
  You can choose to attend your special meeting and vote your shares in person instead of completing and returning a proxy card. If you hold your shares other than in record form (for example, you hold your shares in “street name”) you need proof of ownership to be admitted to your special meeting. A recent brokerage statement or letter from a bank or broker are examples of proof of ownership. If you complete and return a proxy card, you may change your vote at any time up to and including the time of the vote on the day of your special meeting by following the directions beginning on page 42 for Camden shareholders and beginning on page 44 for Summit stockholders.
 
   
  In addition, Summit stockholders should also complete and return the election form, together with their stock certificates, to American Stock Transfer & Trust Company, the exchange agent, according to the instructions printed on the election form or, if their shares are held in “street name,” according to their broker’s instructions, prior to the election deadline, which is 5:00 p.m., Eastern Time, on                    , 2005.
 
   
Q:
  If my shares are held in “street name” by my broker, will my broker vote my shares for me?
 
   
A:
  Your broker will vote your Camden common shares or shares of Summit common stock only if you instruct your broker how to vote by following the directions your broker provides. If you do not instruct your

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  broker how to vote, your shares will not be voted and this may have the effect of voting against approval of a proposal.
 
   
Q:
  Should I send in my stock certificates with my proxy card?
 
   
A:
  No. Please DO NOT send your stock certificates with your proxy card. Rather, prior to the election deadline, which is 5:00 p.m., Eastern Time, on                    , 2005, Summit stockholders should send their Summit stock certificates to the exchange agent, together with their completed and signed election form, or, if their shares are held in “street name,” according to their broker’s instructions.
 
   
  If you are a Camden shareholder, you are not required to take any action regarding your Camden common share certificates.
 
   
Q:
  Do Summit common stockholders have dissenters’ appraisal rights?
 
   
A:
  No. Summit is incorporated under Maryland law. Under Maryland law, because shares of Summit common stock are listed on a national securities exchange, Summit common stockholders have no rights to dissent and receive the appraised value of their shares in the merger.
 
   
Q:
  Do Camden common shareholders have dissenters’ appraisal rights?
 
   
A:
  No. Following the merger, Camden shareholders will continue to own their Camden common shares and, accordingly, will have no rights to dissent and receive the appraised value of their shares under Texas law.
 
   
Q:
  How soon after the special meetings will the merger occur?
 
   
A:
  If the issuance of Camden common shares pursuant to the merger agreement is approved at the Camden special meeting, the merger agreement and the merger are approved at the Summit special meeting, the required approvals of the limited partners of the Operating Partnership are obtained and the other conditions to the merger are satisfied or waived, we anticipate that the merger will occur as soon as practicable after the special meetings. However, because the merger is subject to some conditions that are beyond Camden’s and Summit’s control, the exact timing cannot be predicted. Pursuant to the terms of the merger agreement, in no event will the merger close prior to January 4, 2005.
 
   
Q:
  Are there any risks I should consider in deciding whether to vote for the proposals?
 
   
A:
  Yes. In the section entitled “Risk Factors” beginning on page 32 of this joint proxy statement/prospectus, we have described a number of risks that you should consider.
 
   
Q:
  Who can answer my questions?
 
   
A:
  Camden Shareholders. Camden shareholders who have more questions about the merger or desire additional copies of this joint proxy statement/prospectus or additional proxy cards should contact:
 
  Camden Property Trust
3 Greenway Plaza, Suite 1300
Houston, Texas 77046
Attention: Investor Relations
Telephone: (800) 922-6336 x2787 or (713) 354-2787
 
   
  Summit Stockholders. Summit stockholders who have more questions about the merger or desire additional copies of this joint proxy statement/prospectus or additional proxy cards should contact:
 
   
  Summit Properties Inc.
309 East Morehead Street, Suite 200
Charlotte, North Carolina 28202
Attention: Investor Relations
Telephone: (704) 334-3000

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SUMMARY

     This summary highlights selected information from this joint proxy statement/prospectus. It may not contain all of the detailed information that may be important to you. To understand the merger fully and for a more complete description of the legal terms of the merger, you should carefully read this entire joint proxy statement/prospectus and the other documents to which we refer, including the merger agreement, as amended, a copy of which is attached to this joint proxy statement/prospectus as Annex A. In addition, we incorporate by reference important business and financial information about Camden and Summit into this joint proxy statement/prospectus. You can obtain the information incorporated by reference without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 106. Each item in this summary refers to the pages where that subject is discussed more fully.

The Companies

Camden Property Trust
3 Greenway Plaza, Suite 1300
Houston, Texas 77046
(713) 354-2500

     Camden Property Trust, a Texas real estate investment trust, engages in activities related to the ownership, development, construction and management of multifamily apartment communities. As of September 30, 2004, Camden owned interests in, operated or was developing 148 multifamily properties containing 53,122 apartment homes located in ten states. At September 30, 2004, Camden had one recently completed multifamily property containing 538 apartment homes in lease-up. Camden had 1,114 apartment homes under development at three of its multifamily properties, including 464 apartment homes at one multifamily property owned through a joint venture, at September 30, 2004. Additionally, Camden has several sites that it intends to develop into multifamily apartment communities.

     For more information on the business of Camden, please refer to Camden’s Annual Report on Form 10-K for the year ended December 31, 2003 and Quarterly Report on Form 10-Q for the period ended September 30, 2004. Please refer to the section of this joint proxy statement/prospectus entitled “Where You Can Find More Information” beginning on page 106 in order to find out where you can obtain copies of these reports as well as the other documents that Camden files with the SEC.

Summit Properties Inc.
309 East Morehead Street, Suite 200
Charlotte, North Carolina 28202
(704) 334-3000

     Summit Properties Inc., a Maryland corporation, is a real estate investment trust that focuses on the operation, development and acquisition of luxury apartment communities in select neighborhoods throughout the Southeast and Mid-Atlantic United States. Summit focuses its efforts in five markets, which consist of Washington, D.C., Southeast Florida, Atlanta, Raleigh and Charlotte. As of September 30, 2004, Summit’s portfolio consisted of 43 completed communities comprising 13,603 apartment homes; four communities owned in a joint venture, comprised of 1,203 apartment homes; and four apartment communities with 1,715 apartment homes in various stages of development (two of which communities with 972 apartment homes were not yet in lease-up as of September 30, 2004).

     Substantially all of Summit’s business activities are conducted through its operating partnership, Summit Properties Partnership, L.P., which we refer to in this joint proxy statement/prospectus as the Operating Partnership, of which Summit is the sole general partner.

     For more information on the business of Summit, please refer to Summit’s Annual Report on Form 10-K for the year ended December 31, 2003, Current Reports on Form 8-K filed with the SEC on November 15, 2004 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2004. Please refer to the section of this joint

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proxy statement/prospectus entitled “Where You Can Find More Information” beginning on page 106 in order to find out where you can obtain copies of these reports as well as the other documents that Summit files with the SEC.

The Special Meetings

The Camden Special Meeting; Vote Required (see page 42)

     The Camden special meeting will be held at                                       , Houston, Texas, on                    ,                    , 2005 at 9:00 a.m., Central Time. At the special meeting, holders of Camden common shares will be asked to consider and vote on a proposal to approve the issuance of Camden common shares pursuant to the merger agreement. In accordance with the listing requirements of the New York Stock Exchange, or the NYSE, approval of the issuance of such common shares requires the affirmative vote of the holders of at least a majority of the Camden common shares cast on such proposal at the Camden special meeting, provided that the total votes cast on the proposal represents over 50% of the outstanding Camden common shares entitled to vote on the proposal. As of the record date for the Camden special meeting, Camden’s trust managers, executive officers and their affiliates beneficially owned, excluding share options and partnership units held by them,                     Camden common shares, representing                    % of the outstanding Camden common shares entitled to vote at the Camden special meeting.

     You can vote at the Camden special meeting if you owned Camden common shares at the close of business on                    , 2004.

The Summit Special Meeting; Vote Required (see page 44)

     The Summit special meeting will be held at                                       , Charlotte, North Carolina, on                    ,                    , 2005 at 10:00 a.m., Eastern Time. At the special meeting, holders of Summit common stock will be asked to consider and vote on a proposal to approve the merger agreement and the merger of Summit with and into Camden Summit, a wholly owned subsidiary of Camden. Approval of the merger agreement and the merger requires the affirmative vote of the holders of a majority of the outstanding shares of Summit common stock as of the record date for the Summit special meeting. As of the record date for the Summit special meeting, Summit’s directors, executive officers and their affiliates beneficially owned, excluding stock options and partnership units held by them,                    shares of Summit common stock, representing                    % of the outstanding shares of Summit common stock entitled to vote at the Summit special meeting.

     You can vote at the Summit special meeting if you owned Summit common stock at the close of business on                    , 2004.

Recommendation of the Camden Board (see page 53)

     The Camden board has unanimously approved and adopted the merger agreement and the merger, has unanimously determined that the merger agreement and the merger are advisable and in the best interests of Camden and its shareholders and unanimously recommends that Camden shareholders vote FOR approval of the issuance of Camden common shares pursuant to the merger agreement. Camden shareholders also should refer to the reasons the Camden board considered in determining whether to approve and adopt the merger agreement and the merger beginning on page 53.

Recommendation of the Summit Board (see page 61)

     The Summit board has unanimously approved and adopted the merger agreement and the merger, has unanimously determined that the merger agreement and the merger are advisable and in the best interests of Summit and its stockholders and unanimously recommends that Summit stockholders vote FOR approval of the merger agreement and the merger. Summit stockholders should refer to the reasons the Summit board considered in determining whether to approve and adopt the merger agreement and the merger beginning on page 61. In considering the recommendation of the Summit board with respect to the merger agreement and the merger, Summit stockholders should be aware that Summit directors and some of its executive officers have interests in, and will receive benefits from, the merger and the partnership transaction that differ from, or are in addition to, and,

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therefore, may conflict with the interests of Summit stockholders generally. Please see “The Merger—Conflicts of Interest of Summit Directors and Executive Officers in the Merger and the Partnership Transaction” beginning on page 69.

The Merger

Summary of the Transaction

     Camden and Summit entered into an agreement and plan of merger on October 4, 2004, which was subsequently amended on October 6, 2004. The merger agreement provides for the merger of Summit with and into Camden Summit, a wholly owned subsidiary of Camden, with Camden Summit as the surviving corporation. A copy of the merger agreement, as amended, is attached to this joint proxy statement/prospectus as Annex A. We encourage you to read the merger agreement, as amended, because it is the legal document that governs the merger.

Merger Consideration (see page 76)

     If the merger is completed and you are a Summit stockholder, you will have the right to elect to receive for some or all of your shares of Summit common stock that you hold either:

  $31.20 in cash, which we refer to as the cash consideration; or

  .6687 of a Camden common share, plus cash in lieu of any fractional share, which we refer to as the share consideration.

     As described in this joint proxy statement/prospectus, elections are subject to reallocation due to the fixed limitation on the amount of cash to be paid in the merger.

     The value of the merger consideration that you receive in the merger may vary depending on whether you receive Camden common shares or cash. The value of the cash consideration is fixed at $31.20 for each share of Summit common stock. The value of the share consideration is not fixed and will depend on the value of .6687 of a Camden common share at the time of the closing of the merger. This value can be determined by multiplying the trading price of a Camden common share at the time of the closing of the merger by .6687.

     As illustrated in the table below, the value of .6687 of a Camden common share at the closing of the merger may be less than or greater than $31.20. In particular, if the value of a Camden common share at the closing of the merger is less than $46.66, then the $31.20 in cash would be greater than the value of .6687 of a Camden common share.

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Hypothetical Trading   Corresponding Value of
Price of Camden   .6687 of a Camden
Common Shares
  Common Share
$56.00
  $37.45
$55.00
  $36.78
$54.00
  $36.11
$53.00
  $35.44
$52.00
  $34.77
$51.00
  $34.10
$50.00
  $33.44
$49.00
  $32.77
$48.00
  $32.10
$47.00
  $31.43
$46.66
  $31.20
$46.00
  $30.76
$45.00
  $30.09
$44.00
  $29.42
$43.00
  $28.75
$42.00
  $28.09
$41.00
  $27.42
$40.00
  $26.75
$39.31
  $26.29

     Because the merger consideration is subject to reallocation, the table above does not set forth the actual merger consideration that will be received by Summit stockholders and is only for illustrative purposes. The effect on the merger consideration to be received by Summit stockholders as a result of reallocation of the merger consideration is set forth in the table entitled “Consideration to be Received by Summit Stockholders for Each Share of Summit Common Stock After Reallocation” on page 9.

     You are urged to check the trading price of Camden common shares prior to completing your proxy and your election form. The trading price of Camden common shares will fluctuate between the date of this joint proxy statement/prospectus, the date of your election and the closing of the merger. As a result, as the table above illustrates, fluctuations in the trading price of Camden common shares will alter the value of the Camden common shares that you may receive in the merger.

     The merger agreement includes a price-based termination right designed to protect Summit stockholders if the value of Camden common shares decreases to below $39.31 per Camden common share, during a period leading up to the merger as described below under “—Summit Price-Based Termination Right” and “The Merger Agreement—Summit Price-Based Termination Right.”

     The total amount of cash that will be paid to Summit stockholders as consideration in the merger is fixed at approximately $436.5 million, subject to increase based on the number of shares of Summit common stock outstanding immediately prior to the closing of the merger, which we refer in this joint proxy statement/prospectus as the aggregate cash consideration. The cash elections and the share elections in the merger are subject to reallocation to preserve this fixed limitation on the amount of cash to be paid in the merger. As a result, even if a Summit stockholder makes a cash election or a share election, it may receive a mix of cash and shares.

     If the aggregate number of shares held by Summit stockholders electing to receive the cash consideration exceeds the aggregate cash consideration, then the exchange agent will reallocate, pro rata, to those Summit stockholders who are deemed to have elected to receive the cash consideration, a sufficient amount of the share consideration instead of the cash consideration so that the aggregate amount of cash to be issued by Camden in the merger equals the aggregate cash consideration.

     If the aggregate number of shares held by Summit stockholders electing to receive the cash consideration is less than the aggregate cash consideration, then the exchange agent will reallocate, pro rata, to those Summit stockholders who are deemed to have elected to receive the share consideration, a sufficient amount of the cash

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consideration instead of the share consideration so that the aggregate amount of cash to be issued by Camden in the merger equals the aggregate cash consideration.

     The table below illustrates some, but not all, potential outcomes and sets forth the amount of cash consideration and/or share consideration that you could receive, depending on the number of Summit stockholders that elect to receive cash in the merger. The calculations in the table below are based on the assumption that there will be 31,615,837 shares of Summit common stock outstanding immediately prior to the closing of the merger and therefore that the amount of cash that will be paid to Summit stockholders in the merger is equal to approximately $436.5 million. These calculations will vary if there is a different number of shares of Summit common stock outstanding immediately prior to the merger. The table below also assumes that each Summit stockholder has made an election and that there is no increase in the exchange ratio. For a full description of the reallocation provisions, see “The Merger Agreement—Reallocation of Stockholder Elections” beginning on page 77.

Consideration to Be Received by Summit Stockholders for Each Share of Summit
Common Stock After Reallocation

                             
                            Aggregate Consideration to
            Percentage of   Aggregate Consideration to   be Received for Each Share
Percentage of       Summit Shares for   be Received for Each Share   of Summit Common Stock
Summit Shares for       Which There is an   of Summit Common Stock   for Which There is an
Which There is an       Election to Receive   for Which There is an   Election to Receive Camden
Election to Receive       Camden Common   Election to Receive Cash,   Common Shares, After
Cash
      Shares
  After Reallocation
  Reallocation
  100 %  
    0     $13.81+.3728 of a Camden
common share
  n/a
  90 %  
    10 %   $15.34+.3399 of a Camden
common share
  .6687 of a Camden common
share
  80 %  
    20 %   $17.26+.2988 of a Camden
common share
  .6687 of a Camden common
share
  70 %  
    30 %   $19.72+.2460 of a Camden
common share
  .6687 of a Camden common
share
  60 %  
    40 %   $23.01+.1755 of a Camden
common share
  .6687 of a Camden common
share
  50 %  
    50 %   $27.61+.0769 of a Camden
common share
  .6687 of a Camden common
share
  44.25 %  
    55.75 %   $ 31.20     .6687 of a Camden common
share
  40 %  
    60 %   $ 31.20     .6213 of a Camden common
share+$2.21
  30 %  
    70 %   $ 31.20     .5326 of a Camden common
share+$6.35
  20 %  
    80 %   $ 31.20     .4660 of a Camden common
share+$9.45
  10 %  
    90 %   $ 31.20     .4142 of a Camden common
share+$11.87
  0    
    100 %     n/a     .3728 of a Camden common
share+$13.81

Delivery of Election Forms (see page 78)

     If you are a Summit stockholder, you are receiving with this joint proxy statement/prospectus an election form with instructions for making the cash election or the share election that you must properly complete and deliver to the exchange agent along with your stock certificates (or a properly completed notice of guaranteed delivery). Do not send your stock certificates or election form with your proxy card. Election forms and stock certificates (or a properly completed notice of guaranteed delivery) must be received by the exchange agent by the election deadline, which is 5:00 p.m., Eastern Time, on                      , 2005. Once you tender your stock certificates to the

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exchange agent, you may not transfer your shares of Summit common stock until the closing of the merger, unless you revoke your election by written notice to the exchange agent that is received prior to the election deadline. If you fail to submit a properly completed election form, together with your stock certificates (or a properly completed notice of guaranteed delivery), prior to the election deadline, you will be deemed not to have made an election. As a non-electing stockholder, you will be paid equivalent value per share to the amount paid per share to Summit stockholders making elections, but you may be paid all in cash, all in Camden common shares, or in part cash and in part Camden common shares, depending on the remaining pool of cash and Camden common shares available for paying the merger consideration after honoring the cash elections and share elections that other Summit stockholders have made. If you own shares of Summit common stock in “street name” through a bank, broker or other financial institution and you wish to make an election, you should seek instructions from the bank, broker or other financial institution holding your shares concerning how to make your election. If the merger is not approved, stock certificates will be returned by the exchange agent in the manner they were delivered, either through book-entry transfer or by first class mail.

     Because the United States federal income tax consequences will differ depending on whether you receive solely Camden common shares, solely cash or a combination of Camden common shares and cash for your shares of Summit common stock in the merger, you should carefully read the United States federal income tax information in the section entitled “Material Federal Income Tax Consequences” beginning on page 90.

Fairness Opinions

     Camden (see page 55)

     In deciding to approve and adopt the merger agreement and the merger, the Camden board considered the oral opinion, delivered on October 4, 2004, of its financial advisor, Deutsche Bank Securities Inc., which we refer to as Deutsche Bank, to the effect that, as of such date, based upon and subject to the assumptions made, matters considered and limits of the review undertaken by Deutsche Bank, the merger consideration was fair, from a financial point of view, to Camden. This opinion was confirmed in writing on October 6, 2004. The Deutsche Bank opinion, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken by Deutsche Bank in connection with its opinion, is attached as Annex B to this joint proxy statement/prospectus. Deutsche Bank did not make any independent valuation or appraisal of the assets or liabilities of Summit and was not furnished with any such appraisals in connection with preparing its fairness opinion. We encourage Camden shareholders to read this opinion carefully. This opinion does not, however, constitute a recommendation to any Camden shareholder with respect to any matters relating to the proposed merger.

     Summit (see page 63)

     In deciding to approve and adopt the merger agreement and the merger, the Summit board considered the oral opinion, delivered on October 4, 2004, subsequently confirmed in writing, of its financial advisor, J.P. Morgan Securities Inc., which we refer to as JPMorgan, that, as of that date and based upon and subject to the various considerations and assumptions described in the opinion, the consideration to be received by the holders of Summit common stock (including with respect to equity securities convertible into, or redeemable by Summit under certain circumstances for, shares of Summit common stock, any holders thereof on an as-converted or as-redeemed basis, as the case may be) in the merger was fair, from a financial point of view, to such holders. The JPMorgan opinion, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken by JPMorgan in connection with its opinion, is attached as Annex C to this joint proxy statement/prospectus. JPMorgan did not make an independent evaluation or appraisal of the assets and liabilities of Summit or Camden or any of their subsidiaries and was not furnished with an evaluation or appraisal of any of these assets or liabilities in connection with preparing its fairness opinion. We encourage Summit stockholders to read this opinion carefully. This opinion does not, however, constitute a recommendation to any Summit stockholder with respect to any matters relating to the proposed merger.

Merger Financing (see page 73)

     Camden intends to finance the estimated $518.1 million of merger costs, including the approximately $436.5 million cash portion of the merger consideration to be paid to Summit stockholders, under a new $500

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million senior unsecured bridge facility, to be entered into before the closing of the merger, and by borrowing the remaining $18.1 million of merger costs under Camden’s existing $500 million credit facility. Camden has received an executed commitment letter from Banc of America Securities LLC and Bank of America, N.A. for the entire $500 million principal amount of the new bridge facility, which will have a term of 364 days from funding and an interest rate of LIBOR plus 90 basis points, which interest rate is subject to certain conditions. Camden Operating, L.P. and certain of Camden’s other subsidiaries will guarantee any outstanding obligation under the bridge facility. At September 30, 2004, Camden had available borrowing capacity under its existing $500 million credit facility of $148.9 million.

The Spin-Off Transaction

     In connection with the merger, Camden expects to form a joint venture and transfer to the joint venture multifamily properties currently owned by Camden with an estimated value of $425 million to $525 million. Camden expects to retain a minority interest in the joint venture and continue to provide property management services for the properties transferred to the joint venture. Camden expects to use a portion of the proceeds from this transaction to repay the bridge facility that will finance the merger costs, including the cash portion of the merger consideration. If the spin-off transaction is not consummated, Camden will need to repay the bridge financing by other means, which may result in Camden incurring increased interest costs on any replacement indebtedness due to higher interest costs of longer-term debt. See “Risk Factors— Camden will need to replace, at or before maturity, a $500 million bridge facility to be used to finance a portion of the cash consideration and merger costs.”

Risks Associated with the Merger (see page 32)

     The Camden and Summit boards believe that the merger is advisable and in the best interests of their respective shareholders and stockholders. There are, however, risks associated with the merger that you should consider in deciding how to vote. These risks include, among others:

  the fact that Summit stockholders may receive Camden common shares in the merger with a market value lower than expected;
 
  the possibility that Summit stockholders may receive a form of merger consideration different from what they elect;
 
  the potential inability of Camden to integrate successfully Summit’s portfolio and to realize the cost savings expected from the merger;
 
  the fact that the directors and some of the executive officers of Summit may have interests in the merger that may conflict with the interests of Summit stockholders;
 
  the fact that Camden will need to refinance the new $500 million bridge facility being obtained to finance the cash consideration and merger costs, and may incur increased interest costs on the replacement indebtedness due to higher interest costs of longer-term debt;
 
  the fact that if you tender your shares of Summit common stock to make an election, you will not be able to sell those shares unless you revoke your election prior to the election deadline;
 
  the risk that Camden and Summit may incur substantial expenses and payments if the merger does not occur;
 
  the risk that the termination fee may discourage other companies from trying to acquire Summit;
 
  the fact that the tax consequences of the merger for Summit stockholders will be dependent on the merger consideration received;

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  the fact that after the merger is completed, Summit stockholders who receive Camden common shares for some or all of their shares of Summit common stock will become shareholders of Camden and will have different rights that may be less advantageous than their current rights;
 
  the risk that the failure to achieve expected cost savings and anticipated costs relating to the merger could reduce Camden’s future earnings per share; and
 
  the risks associated with the lack of a requirement that the financial advisors’ fairness opinions be updated as a condition to closing the merger.

Risks Associated with the Ownership of Camden Common Shares (see page 36)

     There are risks associated with the ownership of Camden common shares that Summit stockholders should consider in deciding whether to elect to receive the share consideration or the cash consideration in the merger. Summit stockholders should carefully consider the information set forth below under “Risk Factors—Risks Associated with the Ownership of Camden Common Shares” in conjunction with the other information contained or incorporated by reference in this joint proxy statement/prospectus before making a decision to elect to receive Camden common shares in the merger.

The Partnership Transaction (see page 72)

     Upon the closing of the merger, the Operating Partnership will continue to exist, Camden Summit will become the general partner of the Operating Partnership and, subject to the required approvals of the limited partners, the limited partnership agreement of the Operating Partnership will be amended and restated. Subject to the closing of the merger, holders of Operating Partnership common units, other than Summit, may elect:

  to redeem their common units for $31.20 in cash per common unit; or
 
  to remain in the Operating Partnership following the merger, in which event each existing common unit will represent .6687 of a common unit. The holders of common units will have the right, beginning immediately after the merger, to redeem these common units; provided that Camden Summit may elect to fulfill such redemption right with Camden common shares or the cash equivalent.

     The merger, which will result in the transfer of Summit’s general partnership interest in the Operating Partnership to Camden Summit, and the amendment and restatement of the limited partnership agreement of the Operating Partnership each require the approval of the holders of at least a majority of the outstanding common units, other than Summit. Two such holders, holding approximately 36.4% of the outstanding units entitled to vote on these proposals, have entered into a voting agreement agreeing to vote their units in favor of such matters. In connection with the merger, Camden and the Operating Partnership have filed a registration statement on Form S-4 to register the common units and the Camden common shares issuable to holders of such units upon redemption. That registration statement contains a consent solicitation/prospectus soliciting the required approvals of the limited partners.

     The merger will not be completed even if Camden shareholders approve the issuance of Camden common shares pursuant to the merger agreement and Summit stockholders approve the merger agreement and the merger but the required approvals of limited partners are not obtained.

Conditions to the Closing of the Merger (see page 85)

     Conditions to Each Party’s Obligations to Effect the Merger. The respective obligations of each party to complete the merger is subject to the fulfillment or waiver of a number of conditions, including the following:

  the receipt of the requisite approvals of Camden shareholders, Summit stockholders and limited partners of the Operating Partnership;

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  the registration statement of which this joint proxy statement/prospectus forms a part having become effective and no stop order or proceedings by the SEC seeking a stop order having been entered or pending;
 
  the listing of the Camden common shares to be issued in the merger and the Camden common shares reserved for issuance upon redemption of the Operating Partnership units on the NYSE;
 
  the receipt of all required governmental consents and approvals necessary to complete the merger; and
 
  the absence of any court or other governmental order preventing the merger.

     In addition, Camden’s obligation to complete the merger is subject to, among other things:

  the accuracy, as of the closing, of the representations and warranties made by Summit to the extent set forth in the merger agreement;
 
  the performance in all material respects by Summit of all of its obligations under the merger agreement to be performed by it prior to the merger; and
 
  the lack of any event, change or circumstance that, individually or in the aggregate, has a material adverse change, as defined in the merger agreement, on Summit.

     In addition, Summit’s obligation to complete the merger is subject to, among other things:

  the accuracy, as of the closing, of the representations and warranties made by Camden to the extent set forth in the merger agreement;
 
  the performance in all material respects by Camden of all of its obligations under the merger agreement to be performed by it prior to the merger;
 
  the lack of any event, change or circumstance that, individually or in the aggregate, has a material adverse change, as defined in the merger agreement, on Camden; and
 
  the receipt by Camden of the financing necessary to satisfy any and all of Camden or Camden Summit’s obligations under or arising out of the merger agreement.

     Where the law permits, Camden or Summit could decide to complete the merger even though one or more conditions were not satisfied. By law, neither Camden nor Summit can waive:

  the requirement that Camden common shareholders approve the issuance of Camden common shares in the merger and Summit common stockholders approve the merger;
 
  the requirement that the limited partners of the Operating Partnership approve the merger and the second amended and restated limited partnership agreement of the Operating Partnership; and
 
  any court order or law preventing the closing of the merger.

     Whether any of the other conditions would be waived would depend on the facts and circumstances as determined by the reasonable business judgment of the Camden or Summit boards. If Camden or Summit waive compliance with one or more of the other conditions and the condition was deemed material to a vote of Camden common shareholders and/or Summit common stockholders, Camden and/or Summit would have to resolicit shareholder or stockholder approval, as applicable, before closing the merger. Neither Camden nor Summit intends

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to notify shareholders or stockholders of any waiver that, in the judgment of the Camden board or the Summit board, does not require resolicitation of shareholder or stockholder approval, as applicable.

     It is a condition to the closing of the merger that Locke Liddell & Sapp LLP, counsel to Camden, deliver an opinion as to Camden’s qualification as a REIT under the Internal Revenue Code and Camden’s ability to so qualify after the merger. It is also a condition to the closing of the merger that Goodwin Procter LLP, counsel to Summit, deliver an opinion that the merger qualifies as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code and as to Summit’s qualification as a REIT under the Internal Revenue Code. These conditions will not be waived.

No Solicitation by Summit (see page 83)

     The merger agreement contains restrictions on Summit’s ability to solicit, initiate or encourage, or participate in any discussions or negotiations regarding an Acquisition Proposal, as defined in the section entitled “The Merger Agreement—No Solicitation by Summit.” Notwithstanding these restrictions, the merger agreement provides that, under specified circumstances, if Summit receives an unsolicited bona fide Acquisition Proposal from a third party, Summit may furnish non-public information to that third party and may participate in discussions and negotiations regarding such Acquisition Proposal if the Summit board determines in good faith, after consultation with outside counsel, that failure to do so would be reasonably likely to be inconsistent with its duties to Summit or its stockholders under applicable law and the Summit board determines that such Acquisition Proposal is reasonably likely to lead to proposal that is superior to the merger.

Termination of the Merger Agreement (see page 86)

     Camden or Summit may terminate the merger agreement, whether before or after the required shareholder, stockholder and limited partner approvals are obtained, if:

  Summit stockholders do not approve the merger agreement and the merger;
 
  the limited partners of the Operating Partnership, other than Summit, do not approve the merger and the second amended and restated limited partnership agreement of the Operating Partnership;
 
  Camden shareholders do not approve the issuance of Camden common shares in the merger;
 
  a final, non-appealable judgment or governmental order is issued prohibiting the closing of the merger; or
 
  the merger is not completed by March 31, 2005, provided that neither Camden nor Summit may terminate the merger agreement if its breach is the reason that the merger is not completed by that date.

     Camden also may terminate the merger agreement:

  if Summit breaches or fails to perform in any material respect any of its representations, warranties or covenants contained in the merger agreement, which breach or failure to perform would give rise to a failure of the related condition to the closing of the merger and such condition would be incapable of being satisfied by March 31, 2005; or
 
  if the Summit board:
 
  fails to include a recommendation in this joint proxy statement/prospectus that the Summit stockholders vote in favor of the merger agreement and the merger;

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  withdraws, modifies or changes, or proposes or announces any intention to withdraw, modify or change, in any manner material and adverse to Camden, such recommendation; or
 
  approves or recommends, or announces any intention to approve or recommend, any Acquisition Proposal, as defined in the section entitled “The Merger Agreement—No Solicitation by Summit.”

     Summit also may terminate the merger agreement:

  if Camden breaches or fails to perform in any material respect any of its representations, warranties or covenants contained in the merger agreement, which breach or failure to perform would give rise to a failure of the related condition to the closing of the merger and such condition would be incapable of being satisfied by March 31, 2005;
 
  if, as of the date that this joint proxy statement/prospectus is first mailed to Summit stockholders through the closing of the merger, Camden fails to have the financing necessary to satisfy any and all of Camden’s or Camden Summit’s obligations arising under or out of the merger agreement; or
 
  in connection with entering into a definitive agreement to effect a superior acquisition proposal so long as Summit has provided Camden with at least 48 hours prior written notice of Summit’s decision to so terminate, such termination is not effective until such time as the $50 million termination fee is made by Summit and Summit is not then in material breach of the no solicitation provisions contained in the merger agreement.

     Camden and Summit also may mutually agree to terminate the merger agreement.

Summit Price-Based Termination Right (see page 87)

     In addition to the termination rights described above, Summit may also terminate the merger agreement if:

  as of the third business day, which we refer to in this joint proxy statement/prospectus as the Determination Date, before the later of January 4, 2005 and the business day immediately following obtaining Camden shareholder and Summit stockholder and limited partner approvals, the average of the closing prices of Camden common shares for the 14 consecutive trading days ending on the business day immediate prior to the Determination Date, discarding the two highest and two lowest closing prices and averaging the remaining closing prices, which we refer to in this joint proxy statement/prospectus as the Average Camden Share Price, is less than $39.31;
 
  Summit notifies Camden of Summit’s intention to terminate the merger agreement; and
 
  within one business day of receipt of such notice, Camden has not delivered written notice to Summit agreeing to increase the exchange ratio such that, as of the closing date, the product of the number of shares of Summit common stock that convert into the right to receive the share consideration times the exchange ratio of .6687 times the Average Camden Share Price will be equal to the product of the number of shares of Summit common stock that convert into the right to receive the share consideration times the exchange ratio times $39.31.

Termination Fee and Termination Expenses (see page 88)

     Summit has agreed to pay to Camden a termination fee of $50 million if the merger agreement is terminated:

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  by Summit under the limited circumstances described above where it is permitted to terminate the merger agreement in connection with entering into a definitive agreement to effect a superior acquisition proposal; or
 
  by Camden under the limited circumstances described above where the Summit board fails to include a recommendation in this joint proxy statement/prospectus that the Summit stockholders vote in favor of the merger agreement and the merger, withdraws, modifies or changes, or proposes or announces any intention to withdraw, modify or change, in any manner material and adverse to Camden, such recommendation, or approves or recommends, or announces any intention to approve or recommend, a superior acquisition proposal.

     Under the merger agreement, Summit and Camden also may become obligated under specified circumstances to reimburse the other party’s expenses if the merger agreement is terminated.

Conflicts of Interest of Summit Directors and Executive Officers in the Merger and the Partnership Transaction (see page 69)

     When Summit stockholders consider the Summit board’s recommendation to vote in favor of the merger agreement and the merger, Summit stockholders should be aware that members of the Summit board as well as some Summit executive officers may have interests in, and will receive benefits from, the merger and the partnership transaction that may differ from, or are in addition to, the interests of other Summit stockholders and limited partners generally. As a result of the merger and the partnership transaction, Summit executive officers and directors will receive the following:

  Seven of Summit’s executive officers, Steven R. LeBlanc (who is also a director of Summit), Michael L. Schwarz, Gregg D. Adzema, Keith L. Downey, Randall M. Ell, Todd Farrell and Michael G. Malone, will receive a total of approximately $14.5 million under severance agreements.
 
  These seven executive officers will receive a total of $10 million under retention bonus agreements.
 
  These seven executive officers will be paid additional gross-up payments for any “excess parachute payment” excise tax imposed on the payments to be made to such executive officers in connection with the merger.
 
  Summit will, at the discretion of its compensation committee, award performance retention bonuses to Messrs. LeBlanc, Schwarz, Adzema, Downey, Ell, Farrell and Malone in an amount not to exceed a total of $2 million in the aggregate.
 
  Messrs. LeBlanc, Schwarz, Adzema, Downey, Ell and Malone will receive a total of approximately $5.1 million under Summit’s long term incentive plan.
 
  Messrs. LeBlanc, Schwarz, Adzema, Downey, Ell and Malone currently hold options to purchase a total of 1,292,400 shares of Summit common stock. To the extent these executive officers still hold such options at the effective time of the merger, these options will be cancelled in exchange for the right to receive a single lump sum cash payment, which will vary depending on the market price of Camden common shares during a period prior to closing as described in the section of this joint proxy statement/prospectus entitled “The Merger Agreement—Treatment of Summit Stock Options and Restricted Stock” beginning on page 78.
 
  All restricted stock and stock awards granted to such persons, totaling 99,811 shares, will vest at a time no later than closing and will be entitled to receive the merger consideration which, assuming all such shares are converted into the cash consideration, will have a total value of approximately $3.1 million.

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  Camden will continue the indemnification and directors’ and officers’ liability insurance coverage for Summit directors and officers for six years after the merger.
 
  Two of Summit’s directors, William B. McGuire, Jr. and William F. Paulsen, own a total of 1,216,358 units of limited partnership interest in the Operating Partnership and will have the option to redeem their units for $31.20 in cash per unit or to remain in the Operating Partnership following the merger at a unit valuation equal to .6687 of a Camden common share. If either Messrs. McGuire or Paulsen elects to remain in the Operating Partnership following the merger, he will, in his capacity as a limited partner of the Operating Partnership, enter into a Tax, Asset and Income Support Agreement that will prevent the Operating Partnership from selling protected assets under certain circumstances if the limited partners would recognize a taxable gain in such a disposition. See “The Merger—The Partnership Transaction” beginning on page 72.
 
  Messrs. McGuire and Paulsen will be appointed as trust managers of Camden following the closing of the merger.
 
  Messrs. McGuire and Paulsen currently hold options to purchase a total of 286,000 shares of Summit common stock. To the extent that Messrs. McGuire and Paulsen still hold such options at the effective time of the merger, these options will be cancelled in the merger in exchange for a single lump sum cash payment, which will vary depending on the market price of Camden common shares during a period prior to closing as described in the section of this joint proxy statement/prospectus entitled “The Merger Agreement—Treatment of Summit Stock Options and Restricted Stock” beginning on page 78.
 
  All restricted stock held by Messrs. McGuire and Paulsen, totaling 1,614 shares, will vest at a time no later than the closing of the merger and will be entitled to receive the merger consideration, which, assuming that all such shares are converted into the cash consideration, will have a total value of approximately $50,000.

Trust Managers and Executive Officers of Camden After the Merger (see page 69)

     Following the merger, the current trust managers of Camden will remain as trust managers of Camden. In addition, the merger agreement provides that Messrs. McGuire and Paulsen will become members of the Camden board and will be nominated by the Camden board for election at the next annual meeting of Camden shareholders. Following the merger, the current executive officers of Camden will remain as executive officers of Camden. None of the current executive officers of Summit will become executive officers of Camden following the merger.

Regulatory Approvals (see page 74)

     Neither Camden nor Summit is aware of any material federal or state regulatory requirements that must be complied with or approvals that must be obtained by Camden, Camden Summit, Summit or the Operating Partnership in connection with either the merger or the partnership transaction.

Accounting Treatment (see page 74)

     The merger will be treated as a purchase for financial accounting purposes. This means that Camden will record the assets acquired and the liabilities assumed at their estimated fair values at the time the merger is completed.

Material Federal Income Tax Consequences (see page 90)

     Summit has received an opinion of counsel to the effect that, based on certain facts, representations and assumptions, the merger will be treated as a “reorganization” for federal income tax purposes. Accordingly, Summit stockholders generally will not recognize any gain or loss on the exchange of shares of Summit common stock for Camden common shares. However, Summit stockholders generally will be taxed if they receive cash in exchange

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for their shares of Summit common stock or instead of any fractional share of Camden common shares that they would otherwise be entitled to receive. Summit’s obligation to complete the merger is conditioned on the receipt of this opinion, dated as of the effective date of the merger, regarding the federal income tax treatment of the merger to it and the stockholders of Summit.

     Tax matters are complicated, and the tax consequences of the merger to Summit stockholders will depend upon the facts of their particular situation and on whether they receive shares, cash or a mix of cash and shares. In addition, Summit stockholders may be subject to federal, state, local or foreign tax laws that are not discussed in this joint proxy statement/prospectus. Accordingly, Summit stockholders are strongly urged to consult their own tax advisors for a full understanding of the tax consequences of the merger to them.

Comparison of Rights of Shareholders of Camden and Stockholders of Summit (see page 95)

     The rights of holders of Summit common stock currently are governed by the Maryland General Corporation Law and Summit’s articles of incorporation and bylaws. Following the closing of the merger, the rights of former holders of Summit common stock who receive Camden common shares in the merger will be governed by the Texas Real Estate Investment Trust Act and Camden’s declaration of trust and bylaws.

Camden Common Shares to be Listed on the New York Stock Exchange

     Camden will list the Camden common shares to be issued to holders of shares of Summit common stock in connection with the merger on the NYSE. After the closing of the merger, there will be no further trading in shares of Summit common stock and Summit will delist its common stock from the NYSE and deregister it for purposes of the Securities Exchange Act of 1934.

Dissenters’ Appraisal Rights (see page 74)

     No dissenters’ appraisal rights are available to shareholders of Camden or stockholders of Summit under applicable law in connection with the merger.

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Selected Historical Financial Information

     The following financial information is provided to assist you in your analysis of the financial aspects of the merger. The annual Camden historical information has been derived from the audited consolidated financial statements of Camden as of and for each of the years ended December 31, 1999 through 2003. The annual Summit historical information has been derived from the audited consolidated financial statements of Summit as of and for each of the years ended December 31, 1999 through 2003. The historical information as of and for the nine months ended September 30, 2003 and 2004 has been derived from interim, unaudited condensed consolidated financial statements of both Camden and Summit that, in the opinion of each company’s management, include all adjustments that are considered necessary for the fair presentation of the respective company’s results for the interim periods. The information is only a summary and should be read in conjunction with each company’s historical consolidated financial statements and related notes contained in Camden’s and Summit’s annual, quarterly and other reports that have been incorporated by reference in this joint proxy statement/prospectus, as well as other information that Camden and Summit have filed with the SEC. See “Where You Can Find More Information” beginning on page 106. Operating results for the nine months ended September 30, 2004 are not necessarily indicative of results for the year ending December 31, 2004. For a discussion of certain factors that may materially affect the comparability of the selected historical financial information or cause the data reflected herein not be indicative of Camden’s future financial condition or results of operations, see the section in this joint proxy statement/prospectus entitled “Risk Factors” beginning on page 32.

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CAMDEN PROPERTY TRUST

                                                         
                                            Nine Months
                                            Ended
    Years Ended December 31,
  September 30,
(In thousands, except per share amounts)   2003
  2002
  2001
  2000
  1999
  2004
  2003
Revenues:
                                                       
Rental revenues
  $ 371,401     $ 365,883     $ 365,973     $ 356,396     $ 333,482     $ 289,212     $ 275,289  
Other property revenues
    33,373       30,622       28,692       26,351       21,476       26,268       25,237  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Total property revenues
    404,774       396,505       394,665       382,747       354,958       315,480       300,526  
Fee and asset management
    7,276       6,264       7,745       6,537       6,492       6,639       5,402  
Other revenues
    5,685       8,214       9,117       5,823       1,924       7,999       3,447  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Total revenues
    417,735       410,983       411,527       395,107       363,374       330,118       309,375  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Expenses:
                                                       
Property operating and maintenance
    119,811       108,915       103,154       100,511       95,794       95,507       89,815  
Real estate taxes
    44,128       41,005       39,760       38,125       35,451       34,953       33,448  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Total property expenses
    163,939       149,920       142,914       138,636       131,245       130,460       123,263  
Property management
    10,154       10,027       9,510       9,358       9,372       8,512       7,494  
Fee and asset management
    3,908       2,499       2,016       1,370       1,254       2,845       3,229  
General and administrative
    16,231       14,439       12,521       13,706       10,471       12,400       11,926  
Impairment provision for technology investments
                9,864                          
Other expenses
    1,389       2,790       1,511                         1,389  
Losses related to early retirement of debt
          234       388                          
Interest
    75,414       71,499       69,841       69,036       57,856       59,701       55,459  
Amortization of deferred financing costs
    2,634       2,165       1,591       1,340       1,064       2,250       1,923  
Depreciation
    105,442       101,177       97,972       93,610       86,523       80,299       78,699  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Total expenses
    379,111       354,750       348,128       327,056       297,785       296,467       283,382  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Income from continuing operations before gain on sale of properties, impairment loss on land held for sale, equity in income of joint ventures and minority interests
    38,624       56,233       63,399       68,051       65,589       33,651       25,993  
Gain on sale of properties
    2,590       359       2,372       18,323       2,979       1,255       2,171  
Impairment loss on land held for sale
                                  (1,143 )      
Equity in income of joint ventures
    3,200       366       8,527       765       683       259       3,152  
Income allocated to minority interests Distributions on preferred units
    (12,747 )     (12,872 )     (12,872 )     (12,845 )     (8,278 )     (8,350 )     (9,654 )
Original issuance costs on redeemed perpetual preferred units
                                  (745 )      
Income allocated to common units
    (2,237 )     (1,807 )     (3,127 )     (2,461 )     (2,014 )     (2,078 )     (1,482 )
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Income from continuing operations
    29,430       42,279       58,299       71,833       58,959       22,849       20,180  
Income from discontinued operations
          3,134       2,993       2,591       2,664              
Gain on sale of discontinued operations
          29,199                                
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Net income
    29,430       74,612       61,292       74,424       61,623       22,849       20,180  
Preferred share dividends
                (2,545 )     (9,371 )     (9,371 )            
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Net income available to common shareholders
  $ 29,430     $ 74,612     $ 58,747     $ 65,053     $ 52,252     $ 22,849     $ 20,180  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 

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                                            Nine Months
                                            Ended
    Years Ended December 31,
  September 30,
(In thousands, except per share amounts)   2003
  2002
  2001
  2000
  1999
  2004
  2003
Earnings per share — basic
                                                       
Income from continuing operations
  $ 0.75     $ 1.04     $ 1.40     $ 1.64     $ 1.20     $ 0.57     $ 0.51  
Income from discontinued operations, including gain on sale
          0.80       0.08       0.07       0.07              
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Net income available to common shareholders
  $ 0.75     $ 1.84     $ 1.48     $ 1.71     $ 1.27     $ 0.57     $ 0.51  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Earnings per share — diluted
                                                       
Income from continuing operations
  $ 0.71     $ 1.00     $ 1.34     $ 1.57     $ 1.17     $ 0.54     $ 0.49  
Income from discontinued operations, including gain on sale
          0.73       0.07       0.06       0.06              
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Net income available to common shareholders
  $ 0.71     $ 1.73     $ 1.41     $ 1.63     $ 1.23     $ 0.54     $ 0.49  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Distributions declared per common share
  $ 2.54     $ 2.54     $ 2.44     $ 2.25     $ 2.08     $ 1.905     $ 1.905  
Weighted average number of common shares outstanding
    39,355       40,441       39,796       38,112       41,236       40,234       39,224  
Weighted average number of common and common dilutive equivalent shares outstanding
    41,354       44,216       41,603       41,388       44,291       42,381       41,170  

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CAMDEN PROPERTY TRUST

                                                         
                                            Nine Months Ended
    Years Ended December 31,
  September 30,
(In thousands, except property data)   2003
  2002
  2001
  2000
  1999
  2004
  2003
Balance Sheet Data (at end of year)
                                                       
Real estate assets
  $ 3,099,856     $ 3,035,970     $ 2,823,530     $ 2,719,234     $ 2,706,163     $ 3,176,542     $ 3,105,781  
Accumulated depreciation
    (601,688 )     (498,776 )     (422,154 )     (326,723 )     (253,545 )     (680,184 )     (575,459 )
Total assets
    2,625,561       2,608,899       2,449,665       2,430,881       2,487,932       2,646,929       2,607,648  
Notes payable
    1,509,677       1,427,016       1,207,047       1,138,117       1,165,090       1,605,326       1,481,805  
Minority interests
    196,385       200,729       206,079       210,377       196,852       158,941       197,197  
Convertible subordinated debentures
                      1,950       3,406              
Shareholders’ equity
  $ 784,885     $ 839,453     $ 918,251     $ 974,183     $ 1,016,675     $ 742,613     $ 791,213  
Common shares outstanding
    39,658       39,214       40,799       38,129       39,093       39,947       39,613  
Other Data
                                                       
Cash flows provided by (used in):
                                                       
Operating activities
  $ 137,962     $ 182,207     $ 180,280     $ 166,436     $ 164,021     $ 121,632     $ 105,089  
Investing activities
    (91,947 )     (220,766 )     (103,689 )     (15,751 )     (220,571 )     (92,713 )     (71,206 )
Financing activities
    (43,063 )     35,785       (78,348 )     (151,266 )     (56,420 )     (29,811 )     (31,947 )
Funds from operations — diluted (a)
    135,734       150,443       159,719       159,070       152,369       105,484       98,943  
Property Data
                                                       
Number of operating properties (at end of period)
                                                       
Included in continuing operations
    144       143       142       142       150       145       144  
Included in discontinued operations
                3       3       3              
Number of operating apartment homes (at end of period)
                                                       
Included in continuing operations
    51,344       50,790       50,021       50,012       51,987       52,008       51,344  
Included in discontinued operations
                1,324       1,324       1,324              
Number of operating apartment homes (weighted average) (b)
                                                       
Included in continuing operations
    46,382       45,465       44,164       45,177       44,282       47,039       46,237  
Included in discontinued operations
          1,285       1,324       1,324       1,324              
Weighted average monthly total property revenue per apartment home
  $ 725     $ 727     $ 745     $ 706     $ 668     $ 745     $ 722  
Properties under development (at end of period)
    2       4       2       3       6       3       1  


(a)   Camden 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 in the United States of America, or GAAP), excluding gains (or losses) from 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. Camden’s 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. Camden believes that in order to facilitate a clear understanding of its consolidated historical operating results, FFO should be examined in conjunction with net income as presented in the consolidated financial statements and data incorporated by reference into this joint proxy statement/prospectus. FFO is not defined by GAAP. FFO should not be considered as an alternative to net income as an indication of Camden’s operating performance. Furthermore, FFO as disclosed by other REITs may not be comparable to Camden’s calculation. Camden’s reconciliation of net income available to common shareholders to FFO is set forth below:

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                                            Nine Months
                                            Ended
    Years Ended December 31,
  September 30,
(In thousands)   2003
  2002
  2001
  2000
  1999
  2004
  2003
Funds from operations
                                                       
Net income available to common shareholders
  $ 29,430     $ 74,612     $ 58,747     $ 65,053     $ 52,252     $ 22,849     $ 20,180  
Real estate depreciation from continuing operations
    103,354       99,206       96,303       92,261       85,562       78,987       77,129  
Real estate depreciation from discontinued operations
          1,785       2,097       2,016       1,929              
Adjustments for unconsolidated joint ventures
    678       2,252       (3,032 )     3,238       3,936       1,570       152  
Loss (gain) on sale of properties
    35       (20 )     (105 )     (15,527 )     (2,979 )            
Gain on sale of discontinued operations
          (29,199 )                              
Preferred share dividends
                2,545       9,371       9,371              
Income allocated to common units
    2,237       1,807       3,127       2,461       2,014       2,078       1,482  
Adjustments for convertible subordinated debentures
                37       197       284              
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Funds from Operations
  $ 135,734     $ 150,443     $ 159,719     $ 159,070     $ 152,369     $ 105,484     $ 98,943  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Weighted average common shares outstanding
    39,355       40,441       39,796       38,112       41,236       40,234       39,224  
Common share options and awards granted
    1,433       1,313       1,234       729       431       1,585       1,379  
Units convertible into common shares
    2,446       2,462       2,509       2,547       2,624       2,438       2,447  
Preferred shares
                1,052       3,207       3,207              
Convertible subordinated debentures
                19       105       146              
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Weighted average common and common equivalent shares outstanding - diluted
    43,234       44,216       44,610       44,700       47,644       44,257       43,050  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 

(b)   Excludes apartment homes owned in joint ventures.

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SUMMIT PROPERTIES INC.

                                                         
                                            Nine Months Ended
    Years Ended December 31,
  September 30,
(In thousands, except per share amounts)   2003
  2002
  2001
  2000
  1999
  2004
  2003
OPERATING INFORMATION:
                                                       
Revenues:
                                                       
Rental
  $ 104,973     $ 93,034     $ 102,691     $ 99,133     $ 92,741     $ 95,445     $ 76,950  
Other property income
    7,854       6,754       7,883       7,721       6,447       7,940       5,717  
Management fees — third party communities
    618       787       913       1,103       1,263       439       471  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Total revenues
    113,445       100,575       111,487       107,957       100,451       103,824       83,138  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Expenses:
                                                       
Property operating and maintenance expenses (exclusive of items listed below)
    24,659       22,183       22,574       20,779       20,969       20,670       17,162  
Real estate taxes and insurance
    13,343       9,550       9,714       10,211       8,992       13,905       10,628  
Depreciation and amortization
    30,462       24,230       23,302       21,677       20,352       30,191       22,240  
General and administrative expense
    6,941       5,937       6,940       4,752       3,876       6,099       5,232  
Postretirement benefits for former executive officers
                                  1,536        
Property management expenses
    5,912       4,822       5,534       5,426       4,876       4,596       4,360  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Total expenses
    81,317       66,722       68,064       62,845       59,065       76,997       59,622  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Operating income
    32,128       33,853       43,423       45,112       41,386       26,827       23,516  
Interest and other income
    2,643       2,716       2,922       2,871       2,306       1,197       2,263  
Interest expense and deferred financing cost amortization
    (29,111 )     (28,701 )     (32,210 )     (31,500 )     (30,125 )     (23,866 )     (21,745 )
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Income from continuing operations before loss on unconsolidated real estate joint ventures, gain on sale of real estate assets, impairment loss on technology investments, minority interest of common unitholders in Operating Partnership, dividends to preferred unitholders in Operating Partnership and excess of redemption amount over carrying amount of preferred units
    5,660       7,868       14,135       16,483       13,567       4,158       4,034  
(Loss) gain on unconsolidated real estate joint ventures
    (326 )     (49 )     (171 )     (399 )     104       (275 )     (269 )
Gain on sale of real estate assets
    73       13,831       34,435       38,718       17,427              
Gain on sale of real estate assets - joint ventures
          4,955       271                          
Impairment loss on technology investments
                (1,217 )                        
Minority interest of common unitholders
    880       (1,620 )     (4,512 )     (5,993 )     (3,365 )     (27 )     955  
Dividends to preferred unitholders
    (10,306 )     (12,420 )     (12,420 )     (12,420 )     (6,697 )     (3,609 )     (9,103 )
Excess of redemption amount over carrying amount of preferred units
    (2,963 )                                   (2,963 )
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Income (loss) from continuing operations
    (6,982 )     12,565       30,521       36,389       21,036       247       (7,346 )
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Total discontinued operations
    23,313       79,123       26,016       27,485       24,709       125,371       13,680  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Net income
  $ 16,331     $ 91,688     $ 56,537     $ 63,874     $ 45,745     $ 125,618     $ 6,334  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 

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                                            Nine Months Ended
    Years Ended December 31,
  September 30,
(In thousands, except per share amounts)   2003
  2002
  2001
  2000
  1999
  2004
  2003
Per share data — basic
                                                       
Income (loss) from continuing operations
  $ (0.25 )   $ 0.46     $ 1.14     $ 1.38     $ 0.76     $ 0.01     $ (0.27 )
Income from discontinued operations
    0.84       2.89       0.97       1.04       0.89       3.99       0.51  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Net income
  $ 0.59     $ 3.35     $ 2.11     $ 2.42     $ 1.65     $ 4.00     $ 0.23  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Per share data — diluted
                                                       
Income (loss) from continuing operations
  $ (0.25 )   $ 0.46     $ 1.13     $ 1.37     $ 0.76     $ 0.01     $ (0.27 )
Income from discontinued operations
    0.84       2.87       0.96       1.04       0.89       3.95       0.51  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Net income
  $ 0.59     $ 3.33     $ 2.09     $ 2.41     $ 1.65     $ 3.96     $ 0.23  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Dividends per share
  $ 1.35     $ 1.76     $ 1.85     $ 1.75     $ 1.67     $ 1.01     $ 1.01  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Weighted average shares outstanding — basic
    27,622       27,385       26,789       26,341       27,698       31,439       27,034  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Weighted average shares outstanding — diluted
    27,622       27,556       27,099       26,542       27,769       31,734       27,034  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Weighted average shares and units outstanding — basic
    31,119       30,937       30,796       30,697       32,135       34,803       30,563  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Weighted average shares and units outstanding — diluted
    31,268       31,107       31,106       30,897       32,206       35,099       30,670  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 

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SUMMIT PROPERTIES INC.

                                                         
                                            Nine Months Ended
    Years Ended December 31,
  September 30,
(In thousands, except per share amounts)   2003
  2002
  2001
  2000
  1999
  2004
  2003
Balance Sheet Information
                                                       
Real estate, before accumulated depreciation
  $ 1,493,670     $ 1,410,195     $ 1,407,979     $ 1,425,367     $ 1,286,869     $ 1,519,119     $ 1,508,479  
Total assets
    1,350,264       1,349,249       1,310,590       1,358,417       1,236,828       1,532,887       1,350,264  
Total long-term debt
    726,152       702,456       719,345       764,384       650,077       791,714       771,033  
Stockholders’ equity
    462,523       396,878       349,600       338,677       327,335       558,356       462,523  
Other Information
                                                       
Cash flows provided by (used in):
                                                       
Operating activities
  $ 49,557     $ 60,898     $ 65,472     $ 74,184     $ 55,955     $ 58,480     $ 43,022  
Investing activities
    (28,943 )     (8,075 )     5,845       (121,305 )     (36,841 )     (45,496 )     (10,519 )
Financing activities
    (20,511 )     (52,483 )     (74,057 )     46,238       (17,977 )     (12,662 )     (32,979 )
Funds from operations — diluted (1)
  $ 39,482     $ 60,218     $ 70,167     $ 73,342     $ 70,707     $ 34,729     $ 28,996  
Total completed communities (at end of period) (2)
    46       51       54       59       65       43       50  
Total apartment homes developed (3)
    958       866       1,157       1,696       1,650       743       786  
Total apartment homes acquired
    1,095       222             490             1,133       405  
Total apartment homes (at end of period) (2)
    14,098       15,428       16,739       17,273       16,765       14,346       15,417  


(1)   FFO, as defined by NAREIT, represents net income (loss) excluding gains from sales of property and extraordinary items, plus depreciation of real estate assets, and after adjustments for unconsolidated partnerships and joint ventures, all determined on a consistent basis in accordance with GAAP. Summit’s methodology for computing FFO may differ from the methodologies utilized by other real estate companies and, accordingly, may not be comparable to other real estate companies. FFO should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of financial performance, nor is it indicative of funds available to fund our cash needs, including Summit’s ability to make dividend or distribution payments. Summit believes that FFO is helpful to investors as a measure of the performance of a REIT because it recognizes that historical cost accounting for real estate assets under GAAP assumes that the value of such real estate diminishes over time. Real estate values have historically risen or fallen with market conditions and, therefore, many investors have considered presentation of operating results for a real estate company using historical cost accounting to be insufficient by itself. Thus, NAREIT created FFO as a supplemental measure of a REIT’s operating performance. By excluding such non-operating items as depreciation and gains on sales of real estate assets, among others, we believe that an investor can more easily compare the operating performance of our real estate assets between periods or compare our operating performance to our peers.

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     Below is a reconciliation of net income to FFO for each of the years in the five-year period ended December 31, 2003 and the nine months ended September 30, 2004 and 2003.

                                                         
                                            Nine Months
                                            Ended
    Years Ended December 31,
  September 30,
(In thousands)   2003
  2002
  2001
  2000
  1999
  2004
  2003
Net income
  $ 16,331     $ 91,688     $ 56,537     $ 63,874     $ 45,745     $ 125,618     $ 6,334  
Minority interest of unitholders
    2,056       11,823       8,359       10,520       7,317       13,320       824  
Gain on sale of real estate assets
    (18,893 )     (78,738 )     (34,435 )     (38,510 )     (17,427 )     (137,482 )     (8,377 )
Gain on sale of real estate assets — joint ventures
          (4,955 )     (271 )                        
Gain on sale of real estate assets — Summit Management Company
                      (238 )                  
Depreciation:
                                                       
Real estate assets
    39,225       39,281       38,746       36,413       34,324       32,702       29,644  
Real estate joint venture
    763       1,119       1,231       1,283       748       571       572  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Funds from Operations
  $ 39,482     $ 60,218     $ 70,167     $ 73,342     $ 70,707     $ 34,729     $ 28,996  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 

(2)   Represents the total number of completed communities and apartment homes in those completed communities owned at the end of the period (excludes joint venture communities).

(3)   Represents the total number of apartment homes in communities completed during the period and owned at the end of the period (excludes joint venture communities).

Equivalent Per Share Data

     We have summarized below specified per common share information for our respective companies on a historical basis, pro forma combined basis and pro forma combined equivalent basis. The pro forma combined accounts are based on the purchase method of accounting. The Summit per common share pro forma combined equivalents are calculated by multiplying the pro forma combined per common share amounts by .6687. This amount represents the fraction of a Camden common share that a Summit stockholder electing to receive only Camden common shares would receive for each share of Summit common stock in the merger, assuming that there is no reallocation requiring such Summit stockholder to receive cash and no increase to the exchange ratio.

     The following information should be read together with the historical and pro forma financial statements included or incorporated by reference in this joint proxy statement/prospectus. See “Where You Can Find More Information.”

                                 
    Year Ended   Nine Months Ended
    December 31, 2003
  September 30, 2004
    Basic
  Diluted
  Basic
  Diluted
Net income per common share:
                               
Camden
  $ 0.75     $ 0.71     $ 0.57     $ 0.54  
Summit
    0.59       0.59       4.00       3.96  
Camden and Summit pro forma combined
    (0.27 )     (0.27 )     (0.04 )     (0.04 )
Summit pro forma combined equivalent
    (0.18 )     (0.18 )     (0.03 )     (0.03 )

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    For the Year   For the Nine
    Ended   Months Ended
    December 31, 2003
  September 30, 2004
Cash distributions declared per common share:
               
Camden
  $ 2.54     $ 1.905  
Summit
    1.35       1.010  
Camden and Summit pro forma combined
    2.54       1.905  
Shareholders’ equity (book value) (end of period):
               
Camden
  $ 784,885     $ 742,613  
Summit
    462,523       558,356  
Camden and Summit pro forma combined
          1,276,348  

Comparative Per Share Market Price Data

     Camden common shares trade on the NYSE under the symbol “CPT.” Summit common stock trades on the NYSE under the symbol “SMT.” The table below sets forth, for the periods indicated, dividends and the range of high and low per share sales prices for Camden common shares and Summit common stock as reported on the NYSE. For current market quotations, you should consult publicly available sources. For more information on Camden’s and Summit’s payment of dividends, see “ — Dividend Policies” below.

                                                 
    Camden Common Shares
  Summit Common Stock
                    Dividends                   Dividends
    High
  Low
  Paid
  High
  Low
  Paid
2002
                                               
First quarter
  $ 39.20     $ 34.59     $ .635     $ 25.23     $ 21.65     $ .4750  
Second quarter
    41.54       36.81       .635       25.85       22.23       .4750  
Third quarter
    37.25       30.80       .635       23.13       19.08       .4750  
Fourth quarter
    34.35       29.74       .635       19.38       16.72       .3375  
2003
                                               
First quarter
    33.99       30.70       .635       18.75       17.00       .3375  
Second quarter
    36.14       32.93       .635       21.15       18.02       .3375  
Third quarter
    38.99       34.88       .635       22.98       20.00       .3375  
Fourth quarter
    44.30       38.73       .635       24.68       22.01       .3375  
2004
                                               
First quarter
    45.35       41.37       .635       24.56       22.10       .3375  
Second quarter
    46.71       40.04       .635       26.01       21.18       .3375  
Third quarter
    47.75       44.33       .635       27.75       24.45       .3375  
Fourth quarter (through November 22)
    48.44       44.20       n/a       31.67       27.65       n/a  

     The following table sets forth the price per share of Camden common shares and Summit common stock based on the last reported closing prices per share on the NYSE on October 4, 2004, the last trading day before the public announcement of the execution of the merger agreement, and on                    , 2005, the latest practicable date before mailing this joint proxy statement/prospectus.

                         
    Price Per Share
                    Summit Pro Forma
    Camden
  Summit
  Equivalent (1)
October 4, 2004
  $ 46.90     $ 27.84     $ 31.36  
          , 2005
  $                $                $            (2)

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(1)   Computed by multiplying the Camden common share closing price by .6687. This amount represents the value of the fraction of a Camden common share that a Summit stockholder electing to receive only Camden common shares would receive for each share of Summit common stock in the merger on any of those dates, assuming that there is no reallocation requiring such Summit stockholder to receive cash and no increase to the exchange ratio.

(2)   The average last reported closing price per Camden common share for the ten trading days preceding           , 2005 was $     . The Summit pro forma equivalent, based on such ten trading days, would be $     .

     The market value of the Camden common shares to be issued in exchange for shares of Summit common stock upon the completion of the merger will not be known at the time Summit stockholders vote on the proposal to approve the merger agreement and the merger, or at the time Camden shareholders vote on the proposal to approve the issuance of Camden common shares pursuant to the merger agreement, because the merger will not be completed at the time of the respective votes.

     The above tables show only historical comparisons. Because the market prices of Camden common shares and Summit common stock will likely fluctuate prior to the closing of the merger, these comparisons may not provide meaningful information to Camden shareholders in determining whether to approve the issuance of Camden common shares pursuant to the merger agreement or to Summit stockholders in determining whether to approve the merger agreement and the merger. Camden shareholders and Summit stockholders are encouraged to obtain current market quotations for Camden common shares and Summit common stock and to review carefully the other information contained in this joint proxy statement/prospectus or incorporated by reference into this joint proxy statement/prospectus in considering whether to approve the respective proposals before them. See “Where You Can Find More Information” on page 106.

Dividend Policies

     On October 15, 2004, Camden paid a distribution of $0.635 per share for the third quarter of 2004 to all holders of record as of September 30, 2004, and paid an equivalent amount per unit to holders of common units in Camden Operating, L.P. and Oasis Martinique, LLC. Camden determines the amount of cash available for distribution to unitholders in accordance with the operating agreements and has made and intends to continue to make distributions to the holders of common units in amounts equivalent to the per share distributions paid to holders of common shares. Future dividends will be declared at the discretion of the Camden board and will depend on its actual cash flow, its financial condition, its capital requirements, the annual distribution requirements under the REIT provisions of the Internal Revenue Code and such other factors as the Camden board may deem relevant.

     Until the merger is completed, Summit common stockholders will continue to receive regular dividends as authorized by the Summit board. The merger agreement permits Summit to pay a regular quarterly cash dividend in an amount not to exceed $0.3375 per share of Summit common stock. Summit currently intends to continue to pay regular quarterly dividends for any quarterly periods ending before the closing of the merger, and may pay a pro rata cash dividend in the quarter in which the closing of the merger occurs as authorized by the Summit board. In addition, Summit may pay, if necessary, a final dividend in an amount equal to the minimum amount necessary to maintain Summit’s REIT status under the Internal Revenue Code and to avoid the payment of any corporate level tax with respect to undistributed income or gain, as required by the merger agreement.

     Camden common shareholders will continue to receive regular dividends as authorized by the Camden board. The merger agreement permits Camden to pay a regular quarterly cash dividend in an amount not to exceed $0.635 per Camden common share. Camden currently intends to continue to pay regular quarterly dividends and may pay a pro rata cash dividend in the quarter in which the closing of the merger occurs as authorized by the Camden board.

     After the closing of the merger, former holders of Summit common stock that receive Camden common shares in the merger will receive the dividends payable to all holders of Camden common shares with a record date after the closing. Based on the merger consideration payable to Summit common stockholders in the merger and Camden’s current quarterly dividend of $0.635 per common share, a Summit common stockholder would receive

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quarterly Camden dividends on a pro forma combined equivalent basis of $0.4246 per share for each share of Summit common stock exchanged, assuming Camden’s current quarterly dividend of $0.635 per common share, or an increase of approximately 26% from the current quarterly dividend paid by Summit on its common stock of $0.3375 per share. Upon the closing of the merger, you will cease receiving any distributions or dividends on all shares of Summit common stock you held before the merger, other than any distributions or dividends declared by Summit before the closing of the merger but not yet paid.

     The merger agreement also provides that Summit and Camden will coordinate the declaration, record and payment dates of any dividends in respect of the their respective common shares, it being the intention of the parties that the holders of Camden common shares or Summit common stock not receive more than one dividend, or fail to receive one dividend, for any single calendar quarter with respect to the shares they currently own and any Camden common shares received in the merger.

Summary Unaudited Pro Forma Financial Data

     The following table sets forth the summary unaudited pro forma financial data for Camden and Summit as a combined entity, giving effect to the merger, with Camden Summit as the surviving corporation, as if it had occurred on the dates indicated and after giving effect to the pro forma adjustments. The unaudited pro forma operating data are presented as if the merger had been consummated on January 1, 2003. The unaudited pro forma balance sheet data at September 30, 2004 are presented as if the merger had occurred on September 30, 2004. In the opinion of management of Camden, all adjustments necessary to reflect the effects of these transactions have been made. The merger will be accounted for under the purchase method of accounting in accordance with the Financial Accounting Standards Board’s Statement of Financial Accounting Standards No.141.

     The pro forma financial information should be read together with the respective historical consolidated financial statements and financial statement notes of Camden and of Summit incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 106. The unaudited pro forma operating data are presented for comparative and illustrative purposes only and are not necessarily indicative of what the actual combined results of operations of Camden and Summit would have been for the period presented, nor do these data purport to represent the results of future periods that the combined entity will experience after the merger. See “Camden Property Trust Pro Forma Condensed Combined Financial Statements” beginning on page F-1.

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Camden Property Trust
Summary Unaudited Pro Forma Condensed
Combined Financial Statements

                 
            Pro forma for
            the nine months
    Pro forma for the   ended
    year ended   September 30,
(In thousands, except per share amounts)   December 31, 2003
  2004
Revenues:
               
Rental revenues
  $ 488,469     $ 393,909  
Other property revenues
    41,952       34,770  
 
   
 
     
 
 
Total property revenues
    530,421       428,679  
Fee and asset management
    7,894       7,078  
Other revenues
    8,328       9,196  
 
   
 
     
 
 
Total revenues
    546,643       444,953  
Expenses:
               
Total property expenses
    207,084       168,959  
Property management
    15,425       12,612  
Fee and asset management
    4,549       3,341  
General and administrative
    23,172       18,499  
Other expenses
    1,389       1,536  
Interest
    116,578       92,782  
Amortization of deferred financing costs
    2,634       2,250  
Depreciation
    172,445       134,978  
 
   
 
     
 
 
Total expenses
    543,276       434,957  
 
   
 
     
 
 
Income from continuing operations before gain on sale of land, impairment loss on land held for sale, equity in income of joint ventures and minority interests
    3,367       9,996  
Gain on sale of land
    2,663       1,255  
Impairment loss on land held for sale
          (1,143 )
Equity in income (loss) of joint ventures
    2,874       (16 )
Income allocated to minority interests
               
Distributions on perpetual preferred units
    (23,053 )     (11,959 )
Original issuance costs and premium paid on redeemed perpetual preferred units
    (2,963 )     (745 )
Income allocated to common units
    3,220       560  
 
   
 
     
 
 
Net loss
  $ (13,892 )   $ (2,052 )
 
   
 
     
 
 
Per share data:
               
Basic income (loss) from continuing operations per share
  $ (0.27 )   $ (0.04 )
Diluted income (loss) from continuing operations per share
  $ (0.27 )   $ (0.04 )
Weighted average number of common shares outstanding
    51,142       52,021  
Weighted average number of common and common equivalent shares outstanding
    51,142       52,021  
Balance sheet data (at end of period):
               
Real estate assets
          $ 5,244,852  
Accumulated depreciation
            (680,184 )
Total assets
            4,746,475  
Notes payable
            2,946,554  
Minority interests
            327,177  
Shareholders’ equity
          $ 1,276,348  

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RISK FACTORS

     In addition to the risks relating to the businesses of Camden and Summit, which risks will also affect the combined entity, and which are incorporated by reference in this joint proxy statement/prospectus from Camden’s and Summit’s other filings with the SEC and the other information included in this joint proxy statement/prospectus, including the matters addressed in “A Warning About Forward-Looking Statements,” you should carefully consider the following material risk factors to the merger in determining whether or not to vote in favor of the issuance of Camden common shares in the merger and the approval of the merger agreement and the merger, as applicable, and, if you are a Summit stockholder, in determining whether to elect to receive Camden common shares or cash in the merger.

Risks Associated with the Merger

Summit common stockholders may receive Camden common shares in the merger with a market value lower than expected. In addition, Summit stockholders will not know at the time of the Summit special meeting or the election deadline the exact market value of Camden common shares that will be issued in the merger.

     The market price of Camden common shares at the time of the merger may vary significantly from the price on the date of execution of the merger agreement or from the price on either the date of this joint proxy statement/prospectus or the date of the Camden and Summit special meetings. These variances may arise due to, among other things:

  changes in the business, operations and prospects of Camden;

  market assessments of the likelihood that the merger will be completed;

  apartment demand in Camden’s or Summit’s markets or nationwide; and

  interest rates, general market and economic conditions and other factors.

     Substantially all of these factors are beyond the control of Camden and Summit. It should be noted that during the 12-month period ending on                    , 2005, the most recent date practicable before the mailing of this joint proxy statement/prospectus, the closing per share price of Camden common shares varied from a low of $           to a high of $           and ended that period at $     . Historical market prices are not necessarily indicative of future performance.

     The exchange ratio for shares of Summit common stock to be exchanged for Camden common shares in the merger was fixed at the time of the signing of the merger agreement and there will be no change in the exchange ratio except under the limited circumstances described in the section of this joint proxy statement/prospectus entitled “The Merger Agreement — Summit Price-Based Termination Right” beginning on page 87. Accordingly, if the market price of Camden’s common shares declines prior to the completion of the merger, the value of Camden common shares received by Summit stockholders that receive the share consideration in the merger will decrease. See “Summary — The Merger — Merger Consideration.”

     In addition, because the date when the merger is completed will be later than the date of the special meetings and the election deadline, Camden shareholders and Summit stockholders will not know the exact value of the Camden common shares that will be issued in the merger at the time they vote on the proposals and Summit stockholders will not know the exact value of the Camden common shares that will be issued in the merger at the time they make an election. As a result, if the market price of Camden common shares at the completion of the merger is lower than the market price on the election deadline and the date of the Summit special meeting, the value of Camden common shares received by Summit stockholders that receive the share consideration in the merger will be less than the value of such Camden common shares on the election deadline and the date of the Summit special meeting.

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You may receive a form of consideration different from what you elect.

     The consideration to be received by you if you are a Summit stockholder in the merger is subject to reallocation to preserve the contractual limitation on the maximum amount of cash to be issued in the merger. If you elect to receive the cash consideration and the available cash is oversubscribed, then you will receive a portion of the merger consideration in Camden common shares. If you elect to receive the share consideration and the available cash is undersubscribed, then you will receive a portion of the merger consideration in cash. Thus, you may not receive the form of merger consideration that you elect and you may receive a combination of cash and Camden common shares even if you elect all cash or all shares. A detailed discussion of the reallocation provisions of the merger agreement is set forth under the section entitled “The Merger Agreement — Reallocation of Stockholder Elections” beginning on page 77. We suggest that you carefully read this discussion and the merger agreement, as amended, attached to this joint proxy statement/prospectus as Annex A.

The operations of Camden and Summit may not be integrated successfully and the intended benefits of the merger may not be realized, which could have a negative impact on the market price of Camden common shares after the merger.

     The closing of the merger poses risks for the ongoing operations of Camden, including that:

  following the merger, Camden may not achieve expected cost savings and operating efficiencies, such as the elimination of redundant administrative costs;

  the diversion of management attention to the integration of the operations of Summit could have an adverse effect on Camden’s revenues, expenses and operating results;

  the Summit portfolio may not perform as well as Camden anticipates due to various factors, including changes in macro-economic conditions and the demand for apartments in the markets in which Summit has a substantial presence;

  Camden may experience difficulties and incur expenses related to the assimilation and retention of Summit non-executive employees; and

  Camden may not effectively integrate Summit’s operations.

     If Camden fails to integrate successfully Summit and/or to realize the intended benefits of the merger, the market price of Camden common shares could decline from their market price at the time of the closing of the merger.

The directors and some of the executive officers of Summit have interests in the merger and the partnership transaction that may conflict with the interests of Summit’s stockholders.

     In considering the recommendation of the Summit board with respect to the merger agreement and the merger, Summit stockholders should be aware that Summit directors and some of its executive officers have interests in, and will receive benefits from, the merger and the partnership transaction that differ from, or are in addition to, and, therefore, may conflict with the interests of Summit stockholders generally, including the following:

  Seven of Summit’s executive officers, Steven R. LeBlanc (who is also a director of Summit), Michael L. Schwarz, Gregg D. Adzema, Keith L. Downey, Randall M. Ell, Todd Farrell and Michael G. Malone, will receive a total of approximately $14.5 million under severance agreements.

  These seven executive officers will receive a total of $10 million under retention bonus agreements.

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  These seven executive officers will be paid additional gross-up payments for any “excess parachute payment” excise tax imposed on the payments to be made to such executive officers in connection with the merger.

  Summit will, at the discretion of its compensation committee, award performance retention bonuses to Messrs. LeBlanc, Schwarz, Adzema, Downey, Ell, Farrell and Malone in an amount not to exceed a total of $2 million in the aggregate.

  Messrs. LeBlanc, Schwarz, Adzema, Downey, Ell and Malone will receive at closing a total of approximately $5.1 million under Summit’s long term incentive plan.

  Messrs. LeBlanc, Schwarz, Adzema, Downey, Ell and Malone currently hold options to purchase a total of 1,292,400 shares of Summit common stock. To the extent these executive officers still hold such options at the effective time of the merger, these options will be cancelled in exchange for the right to receive a single lump sum cash payment, which will vary depending on the market price of Camden common shares during a period prior to closing as described in the section of this joint proxy statement/prospectus entitled “The Merger Agreement — Treatment of Summit Stock Options and Restricted Stock” beginning on page 78.

  All restricted stock and stock awards granted to such persons, totaling 99,811 shares, will vest at a time no later than closing and will be entitled to receive the merger consideration which, assuming all such shares are converted into the cash consideration, will have a total value of approximately $3.1 million.

  Camden will continue the indemnification and directors’ and officers’ liability insurance coverage for Summit directors and officers for six years after the merger.

  Two of Summit’s directors, William B. McGuire, Jr. and William F. Paulsen, own a total of 1,216,358 units of limited partnership interest in the Operating Partnership and will have the option to redeem their units for $31.20 in cash per unit or to remain in the Operating Partnership following the merger at a unit valuation equal to .6687 of a Camden common share. If either Messrs. McGuire or Paulsen elects to remain in the Operating Partnership following the merger, he will, in his capacity as a limited partner of the Operating Partnership, enter into a Tax, Asset and Income Support Agreement that will prevent the Operating Partnership from selling protected assets under certain circumstances if the limited partners would recognize a taxable gain in such a disposition. See “The Merger — The Partnership Transaction” beginning on page 72.

  Messrs. McGuire and Paulsen will be appointed as trust managers of Camden following the closing of the merger.

  Messrs. McGuire and Paulsen currently hold options to purchase a total of 286,000 shares of Summit common stock. To the extent that Messrs. McGuire and Paulsen still hold such options at the effective time of the merger, these options will be cancelled in the merger in exchange for a single lump sum cash payment, which will vary depending on the market price of Camden common shares during a period prior to closing as described in the section of this joint proxy statement/prospectus entitled “The Merger Agreement — Treatment of Summit Stock Options and Restricted Stock” beginning on page 78.

  All restricted stock held by Messrs. McGuire and Paulsen, totaling 1,614 shares, will vest at a time no later than the closing of the merger and will be entitled to receive the merger consideration, which, assuming that all such shares are converted into the cash consideration, will have a total value of approximately $50,000.

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Camden will need to replace, at or before maturity, a $500 million bridge facility that will be used to finance a portion of the cash consideration and merger costs.

     Camden has received a $500 million executed commitment letter from Banc of America Securities LLC and Bank of America, N.A. for a senior unsecured $500 million bridge facility to be entered into by Camden before the closing of the merger. The bridge facility is expected to be used to fund $500 million of the $518.1 million of cash merger costs. Camden expects to fund the balance of the cash merger costs under its existing line of credit. The commitment provides for a bridge facility having a term of 364 days from the funding of the facility, and an interest rate of LIBOR plus 90 basis points, which interest rate is subject to certain conditions. Camden expects to repay the bridge facility using the proceeds from the spin-off transaction within 364 days of the funding of the bridge facility. If, however, Camden is unable to so repay the bridge facility and replaces the bridge facility with indebtedness, Camden may incur increased interest costs on the replacement indebtedness due to higher interest costs of longer-term debt. The interest rate on the replacement indebtedness will depend on prevailing market conditions at the time. Each -1/8th of 1% increase in the annual interest rate on the replacement indebtedness as compared to the interest rate on the bridge facility will increase Camden’s annual consolidated interest expense by approximately $625,000.

If you tender your shares of Summit common stock to make an election, you will not be able to sell those shares unless you revoke your election prior to the election deadline.

     In order to make a cash or share election in the merger, you must tender your stock certificates (or follow the procedures for guaranteed delivery) to the exchange agent by the election deadline, which is 5:00 p.m., Eastern Time, on                    , 2005. Following such tender, you will not be able to sell any shares of Summit common stock that are tendered, unless you validly revoke your election prior to the election deadline by written notice to the exchange agent. Absent such a revocation, until you receive your merger consideration, you will not be able to liquidate your investment to gain access to cash, to take advantage of other investment opportunities, to reduce the potential for a decrease in the value of your investment or for any other reason. During this period of time, the market value of Camden common shares may decrease.

     The date that you will receive your merger consideration depends on the closing date of the merger, which is uncertain. The closing date of the merger might be later than expected due to unforeseen events.

Camden and Summit may incur substantial expenses and payments if the merger does not occur.

     It is possible that the merger may not be completed. The closing of the merger depends on the satisfaction or waiver of specified conditions. Some of these conditions are beyond Camden’s and Summit’s control. For example, the closing of the merger is conditioned on the receipt of the required approvals of the limited partners of the Operating Partnership. If these approvals are not received, the merger cannot be completed even if all the other conditions to the merger are satisfied or waived. If the merger is not completed, Camden and Summit will have incurred substantial expenses without realizing the expected benefits of the merger. In addition, Summit may incur a termination fee of $50 million if the merger agreement is terminated under specified circumstances. Further, the parties also may become obligated to reimburse the other party’s expenses if the merger agreement is terminated under certain other circumstances.

The termination fee may discourage other companies from trying to acquire Summit.

     In the merger agreement, Summit agreed to pay a termination fee of $50 million in specified circumstances, including some circumstances where a third party acquires or seeks to acquire Summit. This provision could discourage other parties from trying to acquire Summit, even if those companies might be willing to offer a greater amount of consideration to Summit stockholders than Camden has offered in the merger agreement. Payment of the termination fee would have a material adverse effect on Summit’s financial condition.

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The tax consequences of the merger for Summit stockholders will be dependent upon the merger consideration received.

     If you are a Summit stockholder, the tax consequences of the merger to you will depend upon the merger consideration you receive. You generally will not recognize any gain or loss on the exchange of shares of Summit common stock solely into Camden common shares. However, you generally will be taxed if your receive cash in exchange for your shares of Summit common stock or instead of any fractional Camden common shares. For a detailed discussion of the tax consequences of the merger to Summit stockholders generally, see the section in this joint proxy statement/prospectus entitled “The Merger — Material Federal Income Tax Consequences” beginning on page 90. You should consult your own tax advisors as to the effect of the merger on your specific interests.

After the merger is completed, Summit stockholders who receive Camden common shares for some or all of their shares of Summit common stock will become shareholders of Camden and will have different rights that may be less advantageous than their current rights.

     After the closing of the merger, Summit stockholders who receive Camden common shares for some or all of their shares of Summit common stock will become Camden shareholders. Camden is a Texas real estate investment trust and Summit is a Maryland corporation. In addition, differences in Camden’s declaration of trust and bylaws and Summit’s articles of incorporation and bylaws will result in changes to the rights of Summit stockholders when they become Camden shareholders. A Summit stockholder may conclude that its current rights under Summit’s articles of organization and bylaws are more advantageous than the rights they may have under Camden’s declaration of trust and bylaws.

The failure to achieve expected cost savings and unanticipated costs relating to the merger could reduce Camden’s future earnings per share.

     Camden believes that is has reasonably estimated the likely cost savings, the likely cost of integrating the operations of Camden and Summit, and the incremental costs of operating as a combined entity. However, it is possible that unexpected transaction costs such as taxes, fees or professional expenses or unexpected further operating expenses such as increased personnel costs or increased taxes, as well as other types of unanticipated adverse developments, could have a material adverse effect on the results of operations and financial condition of the combined entity. If the expected savings are not realized or unexpected costs are incurred, the merger could have a dilutive effect on Camden’s future earnings per share.

The merger agreement does not require that the financial advisors’ fairness opinions be updated as a condition to closing the merger.

     The merger agreement does not require that the financial advisors’ fairness opinions be updated as a condition to closing the merger and neither Camden nor Summit currently intends to request that those opinions be updated. As such, the fairness opinions do not reflect any changes in the relative values of Camden or Summit subsequent to the date of the merger agreement. The market price of Camden common shares and Summit common stock at the closing of the merger may vary significantly from the market price as of the date of the fairness opinions of the financial advisors.

Risks Associated with the Ownership of Camden Common Shares

Rising interest rates would increase Camden’s costs and could affect the market price of Camden common shares.

     Camden has incurred and expects to continue to incur debt in the future. Some of this debt has variable or floating interest rates. Accordingly, if interest rates increase, Camden’s interest costs will also increase. In addition, an increase in market interest rates may lead purchasers of Camden common shares to demand a higher annual yield, which could adversely affect the market price of Camden’s outstanding common shares.

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Failure to generate sufficient cash flows could limit Camden’s ability to make required payments for debt service and pay distributions to shareholders and could adversely affect Camden’s ability to maintain its status as a REIT.

     The following factors, among others, may adversely affect the cash flows generated by Camden’s properties:

  the national and local economic climates;

  local real estate market conditions, such as an oversupply of apartment homes;

  the perceptions by prospective residents of the safety, convenience and attractiveness of Camden’s properties and the neighborhoods in which they are located;

  the need to periodically repair, renovate and relet space; and

  Camden’s ability to pay for adequate maintenance and insurance and increased operating costs, including real estate taxes.

     Some significant expenditures associated with each property, such as mortgage payments, if any, real estate taxes and maintenance costs, are generally not reduced when cash flows from operations from the property decrease.

Unfavorable changes in market and economic conditions could hurt occupancy or rental rates.

     The market and economic conditions may significantly affect apartment home occupancy or rental rates. Occupancy and rental rates in the markets in which Camden operates, in turn, may significantly affect Camden’s profitability and ability to satisfy its financial obligations and make distributions to shareholders. The risks that may affect conditions in these markets include the following:

  the economic climate, which may be adversely impacted by plant closings, industry slowdowns and other factors;

  local conditions, such as oversupply of apartments or a reduction in demand for apartments in an area;

  a future economic downturn that simultaneously affects more than one of Camden’s geographical markets;

  the inability or unwillingness of residents to pay their current rent or rent increases;

  the potential effect of rent control or rent stabilization laws, or other laws regulating housing, which could prevent Camden from raising rents; and

  competition from other available apartments and changes in market rental rates.

Difficulties of selling real estate could limit Camden’s flexibility.

     Real estate investments can be hard to sell, especially if market conditions are poor. This may limit Camden’s ability to vary its portfolio promptly in response to changes in economic or other conditions. In addition, the Internal Revenue Code limits Camden’s ability to sell properties that it has held for fewer than four years, which may affect Camden’s ability to sell properties without adversely affecting its return.

Development and construction risks could impact Camden’s profitability.

     Camden intends to continue to develop and construct multifamily apartment communities for its own account. Camden’s development and construction activities may be exposed to a number of risks that may increase its construction costs. This could adversely impact Camden’s profitability and its ability to satisfy its financial obligations and make distributions to shareholders. These risks include the following:

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  Camden may be unable to obtain, or may face delays in obtaining, necessary zoning, land-use, building, occupancy and other required permits and authorizations, which could result in increased costs;

  Camden may incur construction costs for a property that exceed its original estimates due to increased materials, labor or other costs, or due to errors and omissions that occur in the design or construction process, and it may not be able to increase rents to compensate for the increases in these costs;

  occupancy rates and rents at a newly completed community may fluctuate depending on a number of factors, including market and economic conditions, and may result in the community not being profitable;

  Camden may not be able to obtain financing with favorable terms for the development of a community, which may make it unable to proceed with its development;

  Camden may not be able to complete construction and lease-up of a community on schedule, which could result in increased costs;

  Camden may abandon development opportunities that it has already begun to explore and, as a result, may fail to recover expenses already incurred in exploring these development opportunities; and

  Camden relies on subcontractors to perform most of its construction activities and poor performance or defaults by a major subcontractor, or its inability to obtain adequate performance bonds for a major subcontractor, may lead to project delays and unanticipated additional costs.

     Camden also develops and constructs properties for unrelated third parties pursuant to guaranteed maximum price contracts. The terms of these contracts require Camden to estimate the time and costs to complete a project. Based on these estimates, Camden determines a time and the costs for completion of the project and assumes the risk that the time and costs associated with its performance may be greater than is anticipated. As a result, Camden’s profitability on guaranteed maximum price contracts is dependent on its ability to predict these factors accurately. The time and costs may be affected by a variety of factors, including those listed above, many of which are beyond Camden’s control. In addition, the terms of these contracts generally require a warranty period, which may be up to 10 years long, during which Camden may be required to repair, replace or rebuild a project in the event of a material defect in the structure of the project. If Camden does not accurately predict the time and costs of guaranteed maximum price contracts for particular projects, or if the costs of the warranty work exceed the amounts reserved for these matters, Camden could suffer losses on those projects and its profitability could be less than anticipated.

Failure to implement Camden’s property acquisition strategy could impact its profitability.

     In the normal course of its business, Camden continually evaluates a number of potential acquisitions and may acquire additional operating properties. Camden’s inability to successfully implement its acquisition strategy could result in its market penetration decreasing, which could adversely affect its profitability and its ability to satisfy its financial obligations and make distributions to shareholders. Camden’s acquisition activities and their success may be exposed to a number of risks, including the following:

  Camden may not be able to identify properties to acquire or effect the acquisition;

  Camden may not be able to successfully integrate acquired properties and operations;

  Camden’s estimate of the costs of repositioning or redeveloping the acquired property may prove inaccurate; and

  the acquired property may fail to perform as Camden expected in analyzing its investment.

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Insufficient cash flow could affect Camden’s debt financing and create refinancing risk.

     As of September 30, 2004, Camden had outstanding debt of approximately $1.6 billion. On a pro forma basis, assuming that the merger occurred on September 30, 2004, Camden would have had outstanding debt of approximately $2.9 billion. This indebtedness could have important consequences. For example:

    if a property is mortgaged to secure payment of indebtedness, and if Camden is unable to meet its mortgage payments, Camden could sustain a loss as a result of foreclosure on the mortgage;
 
    if cash flow from operations is less than the required principal and interest payments on its existing indebtedness, which in all cases will not have been fully amortized at maturity, Camden might not be able to refinance the debt or the terms of such refinancing might not be as favorable as the terms of its existing indebtedness;
 
    Camden’s vulnerability to general adverse economic and industry conditions could be increased; and
 
    Camden’s flexibility in planning for, or reacting to, changes in its business and industry could be limited.

Issuances of additional debt or equity may adversely impact Camden’s financial condition.

     Camden’s capital requirements depend on numerous factors, including the occupancy rates of its apartment properties, dividend payment rates to its shareholders, development and capital expenditures, costs of operations and potential acquisitions. Camden cannot accurately predict the timing and amount of its capital requirements. If its capital requirements vary materially from its plans, Camden may require additional financing sooner than anticipated. Accordingly, Camden could become more leveraged, resulting in increased risk of default on its obligations and in an increase in its debt service requirements, both of which could adversely affect its financial condition and its ability to access debt and equity capital markets in the future.

Losses from catastrophes may exceed Camden’s insurance coverage.

     Camden carries comprehensive liability and property insurance on its properties, which it believes is of the type and amount customarily obtained on real property assets. Camden intends to obtain similar coverage for properties it acquires in the future. However, some losses, generally of a catastrophic nature, such as losses from floods, hurricanes or earthquakes, may be subject to limitations. Camden exercises its discretion in determining amounts, coverage limits and deductibility provisions of insurance, with a view to maintaining appropriate insurance on its investments at a reasonable cost and on suitable terms. If Camden suffers a substantial loss, its insurance coverage may not be sufficient to pay the full current market value or current replacement value of its 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.

Potential liability for environmental contamination could result in substantial costs.

     Under various federal, state and local laws, ordinances and regulations, Camden is liable for the costs to investigate and remove or remediate hazardous or toxic substances on or in its properties, often regardless of whether it knew of or was responsible for the presence of these substances. These costs may be substantial. Also, if hazardous or toxic substances are present on a property, or if Camden fails to properly remediate such substances, its ability to sell or rent the property or to borrow using that property as collateral may be adversely affected.

     Additionally, Camden occasionally develops, manages, leases and/or operates various properties for third parties. Consequently, it may be considered to have been or to be an operator of these properties and, therefore, potentially liable for removal or remediation costs or other potential costs that could relate to hazardous or toxic substances.

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Compliance or failure to comply with laws requiring access to Camden’s properties by disabled persons could result in substantial cost.

     The Americans with Disabilities Act, the Fair Housing Act of 1988 and other federal, state and local laws generally require that public accommodations be made accessible to disabled persons. Noncompliance could result in the imposition of fines by the government or the award of damages to private litigants. These laws may require Camden to modify its existing properties. These laws may also restrict renovations by requiring improved access to such buildings by disabled persons or may require Camden to add other structural features that increase its construction costs. Legislation or regulations adopted in the future may impose further burdens or restrictions on Camden with respect to improved access by disabled persons. Camden cannot ascertain the costs of compliance with these laws, which may be substantial.

Failure to qualify as a REIT would cause Camden to be taxed as a corporation, which would significantly lower funds available for distribution to shareholders

     If Camden fails to qualify as a REIT for federal income tax purposes, it will be taxed as a corporation. The Internal Revenue Service may challenge Camden’s qualification as a REIT for prior years, and new legislation, regulations, administrative interpretations or court decisions may change the tax laws with respect to qualification as a REIT or the federal tax consequences of such qualification.

     For any taxable year that Camden fails to qualify as a REIT, it would be subject to federal income tax on its taxable income at corporate rates, plus any applicable alternative minimum tax. In addition, unless entitled to relief under applicable statutory provisions, Camden would be disqualified from treatment as a REIT for the four taxable years following the year during which qualification is lost. This treatment would reduce Camden’s net earnings available for investment or distribution to shareholders because of the additional tax liability for the year or years involved. In addition, distributions would no longer qualify for the dividends paid deduction nor be required to be made in order to preserve REIT status. Camden might be required to borrow funds or to liquidate some of its investments to pay any applicable tax resulting from failure to qualify as a REIT.

Share ownership limits and Camden’s ability to issue additional equity securities may prevent takeovers beneficial to shareholders.

     For Camden to maintain its qualification as a REIT, not more than 50% in value of its outstanding shares may be owned, directly or indirectly, by five or fewer individuals. As defined for federal income tax purposes, the term “individuals” includes a number of specified entities. To minimize the possibility that it will fail to qualify as a REIT under this test, Camden’s declaration of trust includes restrictions on transfers of its shares and ownership limits. The ownership limits, as well as Camden’s ability to issue other classes of equity securities, may delay, defer or prevent a change in control. These provisions may also deter tender offers for Camden common shares, which may be attractive to you, or limit your opportunity to receive a premium for your shares that might otherwise exist if a third party were attempting to effect a change in control transaction.

Camden makes mezzanine loans that involve risk of loss.

     Camden has made and intends to continue to make mezzanine loans to various unrelated third parties, which are typically secured by multifamily residential real estate and are subordinate to senior mortgages. While these loans are outstanding, Camden is subject to risks of borrower defaults, bankruptcies, fraud and other losses. In the event of any default under mezzanine loans held by Camden, it will bear the risk of loss of principal and non-payment of interest and fees to the extent of any deficiency between the value of the loan collateral and the principal amount of the loan. In addition, mezzanine loans involve a higher degree of risk that Camden may not recover some or all of its investment than senior mortgages due to a variety of factors, including the loan becoming unsecured as a result of foreclosure by the senior lender.

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Increased competition could limit Camden’s ability to lease apartments or increase or maintain rents.

     Camden’s apartment communities compete with numerous housing alternatives in attracting residents, including other rental apartments, condominiums and single-family homes that are available for rent or sale. Competitive residential housing in a particular area could adversely affect Camden’s ability to lease apartments and increase or maintain rents.

Attractive investment opportunities may not be available, which could adversely affect Camden’s profitability.

     Camden expects that other real estate investors will compete with it to acquire existing properties and to develop new properties. These competitors, including insurance companies, pension and investment funds, partnerships, investment companies and other apartment REITs, may have greater resources than Camden. This competition could increase prices for properties of the type Camden would likely pursue. As a result, Camden may not be able, or have the opportunity, to make suitable investments on favorable terms in the future. This could adversely affect its profitability.

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A WARNING ABOUT FORWARD-LOOKING STATEMENTS

     Camden and Summit have each made forward-looking statements in this joint proxy statement/prospectus, and in documents that are incorporated by reference in this joint proxy statement/prospectus, which are subject to risks and uncertainties. Forward-looking statements include information concerning possible or assumed future results of operations of Camden and Summit. Also, statements including words such as “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” or similar expressions are forward-looking statements. Many factors, some of which are discussed elsewhere in this joint proxy statement/prospectus and in the documents incorporated by reference in this joint proxy statement/prospectus, could affect the future financial results of Camden and could cause actual results to differ materially from those expressed in forward-looking statements contained or incorporated by reference in this joint proxy statement/prospectus. Important factors that could cause actual results to differ materially from current expectations reflected in these forward-looking statements include, among others, the factors discussed under the caption “Risk Factors” beginning on page 32 and the filings made by Camden and Summit with the SEC that are identified on pages 106 and 107 and incorporated in this joint proxy statement/prospectus.

     Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. The future results and shareholder values of Camden following closing of the merger may differ materially from those expressed in these forward-looking statements. Many of the factors that will determine these results and values are beyond the ability of Camden and Summit to control or predict. For these forward-looking statements, Camden and Summit claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

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THE CAMDEN SPECIAL MEETING

Date, Time, Place and Purpose of the Camden Special Meeting

     The special meeting of the Camden common shareholders is scheduled to be held on    ,    , 2005 at 9:00 a.m., Central Time, at         , Houston, Texas. It may be adjourned or postponed to another date and/or place for proper purposes. The purpose of the meeting is to consider and vote on a proposal to approve the issuance of Camden common shares pursuant to the merger agreement. The Camden shareholders also might be asked to vote on a proposal to adjourn the Camden special meeting for the purpose of allowing additional time for the solicitation of additional votes to approve the issuance of Camden common shares pursuant to the merger agreement.

Who Can Vote

     You are entitled to vote your Camden common shares if Camden’s shareholder records showed that you held your Camden common shares as of the close of business on     , 2004. At the close of business on that date, a total of     Camden common shares were outstanding and entitled to vote. Each Camden common share has one vote. The enclosed proxy card shows the number of Camden common shares that you are entitled to vote.

Voting by Proxy Holders

     If you hold your Camden common shares in your name as a holder of record, you may instruct the proxy holders how to vote your Camden common shares by signing, dating and mailing the proxy card in the postage-paid envelope that we have provided to you. The proxy holders will vote your Camden common shares as provided by those instructions. If you give us a signed proxy without giving specific voting instructions, your Camden common shares will be voted by the proxy holders in favor of the issuance of Camden common shares pursuant to the merger agreement. If your Camden common shares are held by a broker, bank or other nominee, you will receive instructions from your broker, bank or nominee that you must follow to have your common shares voted.

Quorum and Required Vote

     A quorum of shareholders is required to hold a valid meeting. The required quorum for the transaction of business at the special meeting is a majority of the outstanding Camden common shares entitled to vote and present, in person or by proxy, at the Camden special meeting. All Camden common shares represented at the Camden special meeting, including abstentions and “broker non-votes,” will be treated as shares that are present and entitled to vote for purposes of determining the presence of a quorum. “Broker non-votes” are shares held by a broker or other nominee that are represented at the meeting, but with respect to which such broker or nominee is not instructed by the beneficial owner of such shares to vote on the particular proposal and the broker does not have discretionary voting power on such proposal.

     In accordance with NYSE listing standards, approval of the issuance of Camden common shares pursuant to the merger agreement requires the affirmative vote of the holders of at least a majority of the Camden common shares cast on such proposal at the Camden special meeting, provided that the total votes cast on the proposal represents over 50% of the outstanding Camden common shares entitled to vote on the proposal. Votes “for,” votes “against” and abstentions count as votes cast, while broker non-votes do not count as votes cast. All outstanding Camden common shares, including broker non-votes, count as shares entitled to vote. The total of votes “for,” plus votes “against,” plus abstentions, which is referred to as “NYSE Votes Cast,” must be greater than 50% of the total outstanding Camden common shares. Once satisfied, the number of votes “for” the proposal must be greater than 50% of the NYSE Votes Cast. Brokers and other nominees do not have discretionary voting authority on this proposal and thus it is expected that broker non-votes will result from this proposal. Broker non-votes could have a negative effect on Camden’s ability to obtain the necessary number of NYSE Votes Cast. Abstentions will have the same effect as a vote against the proposal.

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     As of the record date for the Camden special meeting, trust managers, executive officers and their affiliates beneficially owned, excluding share options and partnership units held by them,     Camden common shares, representing approximately    % of the outstanding Camden common shares entitled to vote at the Camden special meeting.

Abstentions and Broker Non-Votes

     Abstentions will have the same effect as voting against approval of the issuance of Camden common shares pursuant to the merger agreement and broker non-votes could have a negative effect on Camden’s ability to obtain the necessary number of NYSE Votes Cast.

     Under the listing requirements of the NYSE, brokers who hold Camden common shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not allowed to exercise their voting discretion with respect to the approval of matters that the NYSE determines to be “non-routine,” such as approval of the issuance of Camden common shares pursuant to the merger agreement, without specific instructions from the beneficial owner. These non-voted shares are referred to as “broker non-votes.” If your broker holds your Camden common shares in “street name,” your broker will vote your shares only if you provide instructions on how to vote by filling out the voter instruction form sent to you by your broker with this joint proxy statement/prospectus.

Voting on Other Matters

     We are not now aware of any matters to be presented at the Camden special meeting except for those described in this joint proxy statement/prospectus. If any other matter not described in this joint proxy statement/prospectus is properly presented at the meeting, the proxy holders will use their own judgment to determine how to vote your Camden common shares. If the meeting is adjourned or postponed, your Camden common shares may be voted by the proxy holders on the new meeting date as well, unless you have revoked your proxy instructions before that date.

How You May Revoke Your Proxy Instructions

     To revoke your proxy instructions, you must (1) so advise Camden’s Secretary, Dennis M. Steen, c/o Camden Property Trust, 3 Greenway Plaza, Suite 1300, Houston, Texas 77046, in writing before your Camden common shares have been voted by the proxy holders at the meeting, (2) deliver to Camden’s Secretary before the date of the meeting your revised proxy instructions or (3) attend the meeting and vote your Camden common shares in person.

Cost of this Proxy Solicitation

     Camden will pay the cost of its proxy solicitation. Camden will, upon request, reimburse brokers, banks and other nominees for their reasonable expenses in sending proxy material to their principals and obtaining their proxies. We also expect that several of our employees will solicit Camden common shareholders personally and by telephone. None of these employees will receive any additional or special compensation for doing this.

List of Camden Common Shareholders

     A list of Camden common shareholders entitled to vote at the Camden special meeting will be available at the Camden special meeting and for ten days before the meeting between the hours of 9:00 a.m. and 5:00 p.m., Central Time, at Camden’s corporate offices located at 3 Greenway Plaza, Suite 1300, Houston, Texas 77046. You may arrange to review this list by contacting Dennis M. Steen, the Secretary of Camden.

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THE SUMMIT SPECIAL MEETING

Date, Time, Place and Purpose of the Summit Special Meeting

     The special meeting of the Summit common stockholders is scheduled to be held on     ,     , 2005 at 10:00 a.m., Eastern Time, at          , Charlotte, North Carolina. It may be adjourned or postponed to another date and/or place for proper purposes. The purpose of the meeting is to consider and vote on a proposal to approve the merger agreement and the merger of Summit with and into Camden Summit. The Summit common stockholders also might be asked to vote on a proposal to adjourn the Summit special meeting for the purpose of allowing additional time for the solicitation of additional votes to approve the merger agreement and the merger.

Who Can Vote

     You are entitled to vote your Summit common stock if Summit’s stockholder records showed that you held your Summit common stock as of the close of business on     , 2004. At the close of business on that date, a total of                 shares of Summit common stock were outstanding and entitled to vote. Each share of Summit common stock has one vote. The enclosed proxy card shows the number of shares of Summit common stock that you are entitled to vote.

Voting by Proxy Holders

     If you hold your Summit common stock in your name as a holder of record, you may instruct the proxy holders how to vote your Summit common stock by signing, dating and mailing the proxy card in the postage-paid envelope that we have provided to you. The proxy holders will vote your Summit common stock as provided by those instructions. If you give us a signed proxy without giving specific voting instructions, your Summit common stock will be voted by the proxy holders in favor of the proposal to approve the merger agreement and the merger. If your shares of Summit common stock are held by a broker, bank or other nominee, you will receive instructions from your nominee that you must follow to have your common stock voted.

Quorum and Required Vote

     A quorum of stockholders is required to hold a valid meeting. The required quorum for the transaction of business at the special meeting is a majority of the outstanding shares of Summit common stock entitled to vote and present, in person or by proxy, at the Summit special meeting. All shares of Summit common stock represented at the Summit special meeting, including abstentions and “broker non-votes,” will be treated as shares that are present and entitled to vote for purposes of determining the presence of a quorum. “Broker non-votes” are shares held by a broker or other nominee that are represented at the meeting, but with respect to which such broker or nominee is not instructed by the beneficial owner of such shares to vote on the particular proposal and the broker does not have discretionary voting power on such proposal.

     Approval of the merger agreement and the merger requires the affirmative vote of the holders of at least a majority of the shares of Summit common stock entitled to vote at the Summit special meeting and outstanding on the record date,     , 2004.

     It is expected that brokers and other nominees in the absence of instructions from beneficial owners of shares will not have discretionary authority to vote those shares on the merger agreement and the merger. Because approval of the merger agreement and the merger requires the affirmative vote of a specified percentage of outstanding shares of Summit common stock, abstaining, not voting on the proposal or failing to instruct your broker on how to vote shares of Summit common stock held for you by the broker, will have the same effect as a vote against the merger agreement and the merger.

     As of the record date for the Summit special meeting, directors, executive officers and their affiliates beneficially owned, excluding share options and Operating Partnership units held by them,     Summit

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common shares, representing approximately     % of the outstanding Summit common shares entitled to vote at the Summit special meeting.

Abstentions and Broker Non-Votes

     Abstentions will have the same effect as voting against approval of the merger agreement and the merger.

     Under the listing requirements of the NYSE, brokers who hold shares of Summit common stock in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not allowed to exercise their voting discretion with respect to the approval of matter that the NYSE determines to be “non-routine,” such as approval of the merger agreement and the merger, without specific instructions from the beneficial owner. These non-voted shares are referred to as “broker non-votes.” If your broker holds your Camden common shares in “street name,” your broker will vote your shares only if you provide instructions on how to vote by filling out the voter instruction form sent to you by your broker with this joint proxy statement/prospectus.

Voting on Other Matters

     We are not now aware of any matters to be presented at the special meeting except for those described in this joint proxy statement/prospectus. If any other matters not described in this joint proxy statement/prospectus are properly presented at the meeting, the proxy holders will use their own judgment to determine how to vote your Summit common stock. If the meeting is adjourned or postponed, your Summit common stock may be voted by the proxy holders on the new meeting date as well, unless you have revoked your proxy instructions before that date.

How You May Revoke Your Proxy Instructions

     To revoke your proxy instructions, you must (1) so advise Summit’s Secretary, Michael G. Malone, c/o Summit Properties Inc., 309 East Morehead Street, Suite 200, Charlotte, North Carolina 28202, in writing or by facsimile before your Summit common stock has been voted by the proxy holders at the meeting, (2) deliver to Summit’s Secretary before the date of the meeting your revised proxy instructions, or (3) attend the meeting and vote your Summit common stock in person.

Cost of this Proxy Solicitation

     Summit will pay the cost of its proxy solicitation. Summit will, upon request, reimburse brokers, banks and other nominees for their reasonable expenses in sending proxy material to their principals and obtaining their proxies. We also expect that several of our employees will solicit Summit common stockholders personally and by telephone. None of these employees will receive any additional or special compensation for doing this.

List of Summit Common Stockholders

     A list of Summit common stockholders entitled to vote at the Summit special meeting will be available at the Summit special meeting and for ten days before the meeting between the hours of 9:00 a.m. and 5:00 p.m., Eastern Time, at Summit’s corporate offices located at Summit Properties Inc., 309 East Morehead Street, Suite 200, Charlotte, North Carolina 28202. You may arrange to view this list by contacting Michael G. Malone, the Secretary of Summit.

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THE MERGER

General

     The merger agreement provides for a merger of Summit with and into Camden Summit. Camden Summit will be the surviving corporation in the merger and Summit will cease to exist. The merger will be completed as soon as practicable following the approval by Camden shareholders of the issuance of Camden common shares pursuant to the merger agreement, the approval of Summit stockholders of the merger agreement and the merger, the approval by limited partners of the merger and the second amended and restated limited partnership agreement of the Operating Partnership and the other conditions to the merger are satisfied or waived. The closing of the merger is conditioned upon obtaining all such approvals. Pursuant to the terms of the merger agreement, in no event will the merger close prior to January 4, 2005. Upon conversion of the outstanding shares of Summit common stock into the merger consideration, the Summit common stock will be cancelled and retired and will cease to exist.

     If the merger is completed, Summit stockholders will receive, at the election of each stockholder, the right to receive for each share of Summit common stock that they own, either $31.20 in cash or .6687 of a Camden common share, subject to reallocation as described under “The Merger Agreement—Reallocation of Stockholder Elections.” Generally, the .6687 exchange ratio is fixed and may only be increased in certain limited circumstances as described under “The Merger Agreement—Summit Price-Based Termination Right.”

     Holders of Summit common stock that receive the share consideration will not receive certificates or scrip representing fractional Camden common shares. Instead, each holder of Summit common stock otherwise entitled to a fractional share interest in Camden will be paid an amount in cash, without interest, rounded to the nearest cent, determined by multiplying the average closing price of an Camden common share on the NYSE on the five trading days immediately preceding the closing date of the merger by the fraction of a Camden common share which such holder of Summit common stock would otherwise be entitled to receive.

Background of the Merger

     In pursuing their strategies for enhancing stockholder value, each of Summit and Camden have from time to time considered opportunities for acquisitions, joint ventures and other strategic alliances.

     On February 26, 2004 and again on February 27, 2004, Steven R. LeBlanc, Summit’s president and chief executive officer, in response to an unsolicited call from the president and chief executive officer of an investment advisor (“Advisor A”) to a real estate fund (the “Fund”), met with the president and chief executive officer of Advisor A and at this meeting, Mr. LeBlanc and the president and chief executive officer of Advisor A discussed, in general terms, a potential business combination between Summit and the Fund. At the meetings, Advisor A orally proposed an all cash purchase price of $26.00 per share of Summit common stock.

     On February 27, 2004, Mr. LeBlanc discussed with Summit’s outside legal advisor, Goodwin Procter LLP, the duties of management and the Summit board with regard to Advisor A’s unsolicited oral proposal.

     On March 2, 2004, Mr. LeBlanc and the president and chief executive officer of Advisor A had a telephone conversation in which they discussed in further detail Advisor A’s unsolicited oral proposal.

     Between February 26, 2004 and March 3, 2004, Mr. LeBlanc informed each member of the Summit board that he had been contacted by the president and chief executive officer of Advisor A and explained the nature of his conversations with Advisor A.

     On March 4, 2004, at a regularly scheduled meeting of the Summit board, Mr. LeBlanc reported on his earlier conversations with Advisor A, as well as his discussions with Summit’s outside legal advisor, Goodwin Procter LLP, regarding the board’s duties in reviewing an unsolicited oral proposal such as that made by Advisor A. Mr. LeBlanc also reviewed with the Summit board Summit’s current five-year business plan and the anticipated return to stockholders if Summit continued as an independent company and successfully implemented the five-year business plan. The Summit board discussed the oral proposal presented by Advisor A and addressed, in general, the question of which enterprise valuation measures Summit should use to evaluate the oral proposal. The Summit

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board determined that it would be in the best interests of Summit’s stockholders to decline the oral proposal of $26.00 per share in light of the substantial shortfall between the proposed price and the board’s view of the range of values of Summit.

     On March 5, 2004, Mr. LeBlanc spoke with the president and chief executive officer of Advisor A and conveyed the determination made by the Summit board at the March 4, 2004 meeting to decline the oral proposal that was made by Advisor A.

     On March 11, 2004, the president and chief executive officer of Advisor A delivered a letter to Mr. LeBlanc stating that the Fund remained interested in pursuing a business combination with Summit and conveyed Advisor A’s belief that there could be some flexibility with regard to the price per share offered by Advisor A if justified by its due diligence.

     On March 22, 2004, Mr. LeBlanc had a conversation with the chairman of the board and chief executive officer of a public multifamily real estate investment trust (“Company A”). During the last several years, representatives of Summit had, from time to time, had conversations with representatives of Company A regarding a potential business combination between Summit and Company A. Although the parties discussed in general terms the possibility of a business combination between the two companies during this conversation, it did not result in the parties engaging in more significant discussions at this time.

     On April 7, 2004, the president and chief executive officer of Advisor A delivered to Mr. LeBlanc and the members of the Summit board a written offer regarding a potential business combination with the Fund in which the public stockholders of Summit would receive $26.00 in cash for each share of Summit common stock and the limited partners of Summit’s operating partnership (other than Summit) would receive $26.00 in cash for each unit of limited partnership unless they elected to receive a preferred equity security in the operating partnership. The offer stated that it was not contingent on any equity or debt financing. In addition, the offer included a commitment to work with Summit with respect to appropriate employment arrangements for Summit employees, including senior management, in connection with a potential business combination. These employment arrangements would address severance, forgiveness of employee loans, including gross-up for taxes, compensation, relocation policy, employee benefits, job descriptions and other employment policies. Advisor A also stated that its offer price was based only on public information and it could be in a position to increase its offer price following appropriate due diligence.

     Following the receipt of Advisor A’s April 7 letter, Mr. LeBlanc had informal conversations with each member of Summit’s board regarding Advisor A’s written unsolicited offer. In addition, in light of the continued expression of interest from Advisor A, Mr. LeBlanc solicited advice from certain members of the Summit board regarding the engagement of a financial advisor. Following these conversations, Summit engaged JPMorgan to act as Summit’s exclusive financial advisor with respect to the proposal made by Advisor A and to, among other things, assist the Summit board with its financial analysis of Summit’s valuation and the offer.

     On April 21, 2004, the president and chief executive officer of Advisor A called Mr. LeBlanc and reaffirmed Advisor A’s interest in a potential business combination with Summit at an offer of $26.00 per share of Summit common stock. Mr. LeBlanc noted that he would need time to formally consult with the Summit board and Summit’s advisors to determine whether Summit should continue discussions with Advisor A regarding its offer. The president and chief executive officer of Advisor A agreed to give Summit more time to consider its offer.

     On April 22, 2004, at a regularly scheduled meeting of the Summit board, the Summit board continued its discussions with senior management concerning Summit’s growth strategy. The Summit board also further discussed Advisor A’s written unsolicited offer.

     On May 2, 2004, the president and chief executive officer of Advisor A called Mr. LeBlanc to further discuss its written offer including the possibility of beginning due diligence on Summit and to advise Mr. LeBlanc that it had engaged a financial advisor.

     On May 6, 2004, Advisor A’s legal advisor delivered a letter to Goodwin Procter LLP that included a term sheet setting forth key transaction terms and reaffirming an offer price of $26.00 per share of Summit common

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stock. The term sheet also proposed that Advisor A would make every attempt to accommodate the employment goals of each member of the senior management team. Advisor A offered to meet with the Summit board at the next board meeting scheduled for May 11, 2004.

     On May 11, 2004, at a regularly scheduled meeting of the Summit board, Mr. LeBlanc provided the Summit board with an update of all communications between himself and Advisor A. Goodwin Procter LLP and Summit’s special Maryland counsel, Venable LLP, advised the directors concerning their duties under applicable law in regard to unsolicited proposals. They also advised the directors on matters related to Summit’s role as the general partner of Summit’s operating partnership.

     After this discussion, representatives of JPMorgan presented to the Summit board a summary of the proposal from Advisor A, a review of the real estate and capital markets in the multifamily industry generally, a valuation overview and an analysis of strategic alternatives that Summit might consider in order to maximize long-term stockholder value in Summit. In connection with its analysis of possible strategic alternatives, JPMorgan presented to the Summit board the names of nine public companies as potential candidates for a business combination with Summit and further advised that private acquirors also might be interested in a potential combination with Summit. Following a discussion among the members of the Summit board with JPMorgan regarding the potential candidates and the likelihood of each potential candidate’s interest in pursuing a business combination, the Summit board concluded that Summit and its stockholders would be well served if JPMorgan made preliminary inquiries regarding a business combination with those potential candidates identified by JPMorgan that were viewed as those candidates most likely to have an interest in a business combination with Summit.

     In addition, JPMorgan was instructed to contact Advisor A’s financial advisor to discuss Advisor A’s offer and Mr. LeBlanc was instructed to contact the president and chief executive officer of Advisor A to further discuss Advisor A’s offer.

     On May 12, 2004, Mr. LeBlanc met with the president and chief executive officer of Advisor A to discuss Advisor A’s offer. At that time, Advisor A informed Mr. LeBlanc that it would not enter into a confidentiality and standstill agreement unless first having an understanding with the Summit board with regard to the key transaction terms, including an agreement on the offer price of $26.00 per share.

     Between May 15, 2004 and May 19, 2004, Mr. LeBlanc updated each member of the Summit board regarding his discussions with the president and chief executive officer of Advisor A.

     On May 19, 2004, representatives of JPMorgan and representatives of Advisor A’s financial advisor met in person to discuss Advisor A’s April 7 offer. Representatives of Advisor A’s financial advisor provided an overview of Advisor A’s offer to the representatives of JPMorgan, highlighting capital market reference points.

     Between May 12 and May 21, 2004, representatives of JPMorgan communicated with representatives of three public residential real estate investment trusts, referred to as Company B, Company C, Company D, and a pension fund regarding a potential business combination with Summit. Following these preliminary conversations, the pension fund indicated to JPMorgan that it was not likely to be interested in pursuing a potential business combination with Summit.

     On May 21, 2004, at a special telephonic meeting of the Summit board, representatives of JPMorgan summarized their discussions with Advisor A’s financial advisor and informed the Summit board that Advisor A’s valuation of Summit was based upon publicly-available information. Following a discussion, JPMorgan was instructed to contact Advisor A to determine whether Advisor A would be interested in executing a confidentiality and standstill agreement in order for Advisor A to receive confidential non-public information that might cause it to reconsider its offer price. Representatives of JPMorgan also updated the Summit board regarding its preliminary conversations with a representative of each of Company B, Company C and Company D, each of which had demonstrated an interest in continuing conversations regarding a business combination with Summit. The Summit board instructed JPMorgan to follow up with a representative of each of Company B, Company C and Company D to further discuss or determine its respective interest in pursuing a business combination with Summit and to indicate to each party that the threshold price was $30.00 per share.

     Following this meeting, Company B indicated to JPMorgan that it was not interested in continuing discussions.

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     On May 22, 2004, Mr. LeBlanc delivered a letter to the president and chief executive officer of Advisor A offering to meet with Advisor A to explain in further detail why the Summit board believed that Advisor’s A offer was not adequate. Mr. LeBlanc also offered Advisor A the opportunity to meet with the Summit board and again offered Advisor A the opportunity to enter into a confidentiality and standstill agreement with Summit in order to receive non-public information.

     On May 26, 2004, at a regularly scheduled meeting of the Summit board, the Summit board discussed the status of Advisor A’s proposal and determined that Summit’s management and advisors should continue to pursue discussions with a limited number of public residential real estate investment trusts, including Company C and Company D, regardless of any further action taken by Advisor A. In addition, the Summit board instructed Mr. LeBlanc to contact Camden and solicit its interest in a business combination transaction with Summit.

     On May 28, 2004, Mr. LeBlanc telephoned the president and chief executive officer of Advisor A and informed him that the Summit board had again considered Advisor A’s offer. Mr. LeBlanc informed Advisor A that Summit would enter into a confidentiality and standstill agreement with Advisor A. However, Advisor A did not agree to enter into a confidentiality and standstill agreement.

     On May 28, 2004, the president and chief executive officer of Advisor A delivered to Mr. LeBlanc and the members of the Summit board a letter reaffirming Advisor A’s intention to stand behind its $26.00 per share offer. He also reaffirmed that Advisor A would not enter into a confidentiality and standstill agreement unless there was an agreement in principle on the key transaction terms, which remained unchanged from the proposed terms attached to the May 6 letter. The proposed terms included an undertaking to work with Summit as to appropriate employment arrangements for Summit employees including senior management, in connection with a potential business combination. These employment arrangements would address severance forgiveness of employee loans, including gross-up for taxes, compensation, relocation policy, employee benefits, job descriptions and other employment policies.

     On June 1, 2004, Mr. LeBlanc had a discussion with Richard J. Campo, chairman of the board and chief executive officer of Camden, regarding Camden’s interest in a business combination transaction at a threshold price of $30.00 per share.

     From May 26, 2004 through June 8, 2004, representatives of JPMorgan contacted Company C, Company D and Camden to formally solicit their interest in a business combination transaction with Summit and requested that each company execute a confidentiality and standstill agreement. The three companies were again informed of a threshold offer of $30.00 per share. Company C, Company D and Camden each reaffirmed its interest in continuing the process. Each of Company C, Company D and Camden executed a confidentiality and standstill agreement. JPMorgan distributed select confidential information to each of Company C, Company D and Camden with instructions to each company that they had approximately two weeks to analyze the information and provide an indication of value.

     On June 11, 2004, the president and chief executive officer of Advisor A called Mr. LeBlanc and made arrangements for representatives of Advisor A to make an in-person presentation on June 24, 2004 to members of the Summit board regarding its offer.

     Between June 18 and 21, 2004, representatives of JPMorgan had telephone conversations with representatives of each of Company C, Company D and Camden to review its respective proposed indication of interest and underlying assumptions.

     On June 22, 2004, Mr. LeBlanc received a call from a representative of Company A requesting that William B. McGuire, Jr., the co-chairman of the Summit board, speak with the chairman and chief executive officer of Company A. Shortly thereafter, Mr. McGuire spoke with the chairman and chief executive officer of Company A. They had a conversation regarding a potential business combination between the companies that did not result in the parties engaging in further discussions.

     On the morning of June 24, 2004, the Summit board and certain members of Summit management that were not members of the Summit board met with representatives of Advisor A to discuss and review Advisor A’s offer.

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     Later on June 24, 2004, at a regularly scheduled meeting of the Summit board, the directors reported to senior management not present at the earlier meeting and Summit’s legal and financial advisors that representatives of Advisor A had not conveyed any new material information regarding Advisor A’s offer and Advisor A had not increased its offer from the initial offer price of $26.00 per share.

     Representatives from JPMorgan then presented to the Summit board the initial indication of interest that JPMorgan had orally received from each of Company C, Company D and Camden and also updated the Summit board on JPMorgan’s related conversations with each of the three companies. Following this presentation, the Summit board discussed these initial indications of interest and noted that none of the three companies had proposed a price of at least $30.00 per share. Following this discussion, JPMorgan was instructed to contact each of Company C, Company D and Camden and offer to provide additional confidential information and to determine if any of Company C, Company D or Camden would increase its respective bid. Shortly thereafter, JPMorgan distributed additional information to Company C, Company D and Camden and requested a revised indication of interest by mid-July.

     On June 26, 2004, Advisor A rescinded its offer.

     During the remainder of June and through early July, Mr. LeBlanc and Summit’s legal and financial advisors continued to have various conversations with each of Company C, Company D and Camden regarding the possibility of a business combination with Summit.

     On July 13, 2004 and July 14, 2004, representatives of JPMorgan received updated indications of interest from each of Company C, Company D and Camden.

     On July 22, 2004, at a special telephonic meeting of the Summit board, representatives of JPMorgan described to the Summit board the updated indications of interest received from Company C, Company D and Camden. Company C proposed an all cash transaction at $29.00 per share. Company D’s proposal, comprised of a mix of cash and stock, was valued at $29.00 per share. Camden’s proposal, comprised of all stock, was valued at $28.50 per share although Camden proposed an alternative transaction comprised of stock with a value of $22.80 and the establishment of a liquidating trust with an estimated value to be equal to $7.20 per share that would require the sale of Summit assets before Summit stockholders would realize this estimated value. Following a discussion among the members of the Summit board, the board instructed Mr. LeBlanc to convey to the chief executive officer of Company C that Summit would be willing to enter into an exclusivity agreement with Company C if its all cash offer was increased to $30.00 per share.

     Following the meeting, Mr. LeBlanc contacted the chief executive officer of Company C with regard to increasing its all cash offer to $30.00 per share. Company C subsequently indicated that it would not be interested in a business combination with Summit at that price.

     On August 4, 2004, a conversation took place between Messrs. LeBlanc and Campo with regard to Camden increasing its offer to $30.00 per share of Summit common stock.

     On August 5, 2004, Mr. Campo sent a letter to Mr. LeBlanc revising Camden’s previous indication of interest and offering a purchase price with a value of $30.00 per share of Summit common stock, payable in a mix of Camden common shares valued at $17.97 per share and cash equal to $12.03. The offer also provided that funding for a portion of the cash component of the proposed business combination would be generated through the sale of properties held by Summit and Camden.

     During the week of August 9, 2004, conversations were held between representatives of JPMorgan and Mr. Campo regarding Camden’s revised indication of interest.

     During the week of August 23, 2004, additional conversations regarding Camden’s revised indication of interest were held between Mr. Campo and representatives of JPMorgan, during which Mr. Campo requested a meeting with the Summit board.

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     On August 27, 2004, at a special meeting of the Summit board, Mr. LeBlanc provided the Summit board with an update on the status of ongoing discussions with Camden. Mr. LeBlanc also informed the Summit board that Company B had indicated to him that it would not be interested in a business combination with Summit at a price of $30.00 per share. At the invitation of the Summit board, Mr. Campo and Mr. D. Keith Oden, president and chief operating officer of Camden, joined the meeting by telephone and described the proposed terms of a merger between Camden and Summit. The presentation also included an overview of Camden’s history and operating strategy and a discussion of Camden’s development pipeline and operating markets. After Messrs. Campo and Oden left the meeting, JPMorgan summarized Camden’s proposed offer. The Summit board instructed JPMorgan to follow up with Camden to clarify some of the terms of its proposed offer.

     On August 28, 2004, JPMorgan and Goodwin Procter LLP delivered to Mr. Campo, on behalf of Summit, a written list of follow-up questions requesting further details regarding, among other things: the proposed exchange ratio and potential for a price collar; planned asset sales and the timing of such sales; Camden’s operating strategy; financing sources for a potential transaction; and the manner in which Camden proposed obtaining the consent of the limited partners of Summit’s operating partnership in light of the fact that Camden is not structured as an “UPREIT” similar to Summit.

     On August 30, 2004, Mr. Campo responded in writing to the questions posed by Summit. On August 30 Messrs. McGuire, Paulsen, Campo and Oden met in-person to discuss Camden’s responses to these questions and other matters relating to Camden’s proposal and its operating strategies and philosophies. These discussions continued on August 31 among Messrs. McGuire, Paulsen, LeBlanc, Campo and Oden.

     Between August 30, 2004 and September 9, 2004, Mr. LeBlanc and Mr. Campo and representatives of Summit’s financial and legal advisors continued to discuss proposed terms for a potential transaction between Summit and Camden.

     On September 9, 2004, Summit provided Camden and its representatives with a preliminary draft of a non-binding term sheet outlining the material terms for a proposed transaction between Summit and Camden. The non-binding term sheet proposed, among other things, that Summit stockholders would be given the opportunity to elect, on a share-by-share basis, to receive either cash or Camden common shares at a fixed exchange ratio for each share of Summit common stock, subject to a limitation on the amount of cash to be issued in the proposed transaction, the rights of the parties to terminate the transaction, including Summit’s right to terminate the transaction and “walk away” if the trading price of Camden common shares decreased below a certain value, the ability of the Summit board to respond to unsolicited inquiries following announcement of the transaction, including the right of the Summit board to terminate the transaction in the exercise of its fiduciary duties, the addition of Messrs. McGuire and Paulsen as members of Camden’s board of trust managers, the conditions to closing the merger, the treatment of employee compensation and benefits and the limited circumstances under which a termination fee would be paid. The non-binding term sheet also proposed that the limited partners of the Operating Partnership would be offered the opportunity to redeem their partnership units for cash in the same amount as that being offered to Summit stockholders or to remain as a limited partner following the proposed transaction.

     On September 10, 2004, Mr. Campo and Alex Jessett, vice president of finance and treasurer of Camden, and Mr. LeBlanc and Gregg D. Adzema, executive vice president and chief financial officer of Summit, met in-person to discuss the September 9 non-binding term sheet.

     Between September 10 and 17, 2004, the parties’ respective management teams and respective legal and financial advisors continued to negotiate the terms of the proposed transaction and on September 17, the parties agreed on the material terms of the transaction, including among other things, that Summit stockholders would be given the opportunity to elect, on a share-by-share basis, to receive either $31.20 in cash or Camden common shares at a fixed exchange ratio of 0.6745 for each share of Summit common stock, subject to a limitation on the amount of cash to be issued in the proposed transaction.

     On September 17, 2004, at a special telephonic meeting of the Summit board, JPMorgan presented to the Summit board an overview of Camden’s offer including, among other matters, the offer value of $31.20 per share, the premium to Summit’s stockholders, the mix of cash and stock consideration, the aggregate amount of cash consideration, Summit’s “walk-away” right if Camden’s share price dropped below a certain level and the addition of

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Messrs. McGuire and Paulsen as members of Camden’s board of trust managers. The Summit board directed management and Summit’s advisors to proceed with the due diligence process and prepare and negotiate a merger agreement.

     In addition, on September 17, 2004, Summit, Camden and their respective legal advisors, Goodwin Procter LLP and Locke Liddell & Sapp LLP, commenced negotiations with regard to a non-binding term sheet that set forth the principal terms with regard to the amendment and restatement of the limited partnership agreement of the Operating Partnership in connection with the proposed merger and the treatment of the limited partners in the transaction.

     On September 23, 2004, Camden, Summit and their respective legal advisors commenced negotiations with regard to the merger agreement.

     Between September 20 and September 28, 2004, each of Summit and Camden and their respective advisors conducted due diligence with respect to each other. In addition, during this period, the parties’ respective management teams and the parties’ respective legal and financial advisors continued to negotiate the terms of the merger agreement and ancillary agreements, including, among other things, the second amended and restated agreement of limited partnership of Summit’s operating partnership, tax protection and registration rights arrangements and the voting agreement. During this period, a number of drafts of the merger agreement and ancillary documents were negotiated and exchanged between the parties.

     Pursuant to an engagement letter dated September 30, 2004, Summit formally retained JPMorgan as its exclusive financial advisor in connection with the proposed merger.

     On October 3, 2004, the parties agreed that, based in part on the trading price of Camden common shares during the week of September 27, 2004, the exchange ratio would be set at 0.6687.

     On the morning of October 4, 2004, the Summit board held a special meeting at which all of the directors, Summit’s senior management and representatives of JPMorgan, Goodwin Procter LLP and Venable LLP were present in person or telephonically. Prior to the meeting, Goodwin Procter LLP had provided each member of the Summit board with a copy of the merger agreement and with summaries of the merger agreement and the related transactions. JPMorgan made a presentation of its financial analysis with respect to the possible combination of Summit and Camden, and then rendered an oral opinion to the Summit board, subsequently confirmed in writing on October 4, 2004, to the effect that as of October 4, 2004, the consideration to be received by holders of Summit common stock (including with respect to equity securities convertible into, or redeemable by Summit under certain circumstances for, shares of Summit common stock, any holders thereof on an as-converted or as-redeemed basis, as the case may be) in the merger, was fair, from a financial point of view, to such holders. Goodwin Procter LLP made a presentation to the Summit board in which it explained the material terms of the proposed merger agreement and related ancillary documents, including closing conditions, termination rights and provisions regarding break-up fees and termination expenses. Following these presentations, the Summit board engaged in a discussion and asked various questions of JPMorgan and Goodwin Procter LLP regarding the proposed merger, and after such discussion and deliberation, determined that the merger was in the best interests of Summit and its stockholders and unanimously approved the merger agreement and the merger.

     On the morning of October 4, 2004, the Camden board held a special meeting at which all but one of the trust managers, Camden’s senior management and representatives of Locke Liddell & Sapp LLP, Camden’s legal advisor, and Deutsche Bank, Camden’s financial advisor, were present in person or telephonically. Prior to the meeting, Locke Liddell & Sapp LLP had provided each member of the Camden board with a copy of the merger agreement and with summaries of the merger agreement and the related transactions. Deutsche Bank made a presentation of its financial analysis with respect to the possible combination of Camden and Summit, and then rendered an oral opinion to the Camden board, subsequently confirmed in writing on October 6, 2004, to the effect that, as of such date, based upon and subject to the assumptions made, matters considered and limits of the review undertaken by Deutsche Bank, the merger consideration was fair, from a financial point of view, to Camden. Locke Liddell & Sapp LLP made a presentation to the Camden board in which it explained the material terms of the proposed merger agreement and related ancillary documents, including closing conditions, termination rights and provisions regarding break-up fees and termination expenses. Following these presentations, the Camden board

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engaged in a discussion and asked various questions of management, Deutsche Bank and Locke Liddell & Sapp LLP regarding the proposed merger, and after such discussion and deliberation, unanimously, with one member not present, determined that the merger was in the best interests of Camden and its shareholders and approved and adopted the merger agreement and the merger. Following such approval, the Camden board, by unanimous written consent, determined that the merger was in the best interests of Camden and its shareholders and approved and adopted the merger agreement and the merger.

     The merger agreement was signed by Camden, Camden Summit and Summit on the afternoon of October 4, 2004. After the closing of the New York Stock Exchange on October 4, 2004, Camden and Summit issued a joint press release announcing the execution of the merger agreement.

     On October 6, 2004, an amendment to the merger agreement was signed by Camden, Camden Summit and Summit. A copy of the merger agreement, as amended, is attached to this joint proxy statement/prospectus as Annex A.

Camden’s Reasons for the Merger; Recommendation of the Camden Board

     The Camden board has unanimously approved and adopted the merger agreement and the merger. The Camden board believes that the terms of the merger agreement, the merger and the other transactions contemplated by the merger agreement, including the issuance of Camden common shares to Summit stockholders, are advisable and in the best interests of Camden and its shareholders. Accordingly, the Camden board unanimously recommends that Camden shareholders approve the issuance of Camden common shares pursuant to the merger agreement.

     Set forth below is a discussion of all material positive and negative factors considered by the Camden board in making its determination to approve and adopt the merger agreement and the merger.

     Positive Factors Considered by the Camden Board

     In making its determination with respect to the merger agreement and the merger, the Camden board discussed with Camden senior management, as well as its financial and legal advisors, and considered a number of factors, including the following material positive factors:

    the uniqueness of the opportunity presented by the merger for Camden to acquire a significant portfolio of high-quality apartment properties, most of which are located in new, East coast markets such as Southeast Florida, metro Washington, D.C. and Atlanta, which complements Camden’s existing footprint in Florida and North Carolina while further diversifying Camden’s portfolio with the addition of new regions, and the view of Camden senior management that this portfolio likely could not be replicated through acquisitions of individual assets;
 
    the acceleration of Camden’s strategic plan of lowering its concentration in Las Vegas, Houston and Dallas and increasing its presence on the East coast, and accomplishing this diversification strategy in a matter of months rather than what would have otherwise taken years to accomplish;
 
    the alignment with Camden’s strategy to increase its presence in core markets with high employment growth, which Camden management believes is intrinsically linked to multifamily performance, by acquiring well-located properties in metro Washington, D.C., Southeast Florida, Atlanta, Raleigh and Charlotte, all of which are projected to be in the top 26 employment growth markets for the next five years and some of which have significant impediments to new apartment supply;
 
    the potential for the merger and the spin-off transaction, by increasing the number of multifamily properties operated by Camden by approximately 28% based on number of units and decreasing the average age of Camden’s overall asset age from eleven to nine years, to solidify Camden’s position as the fifth largest publicly-held owner and operator of multifamily properties in the United States;

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    the estimated operational and general and administrative cost savings of approximately 60% in the first year of operations primarily from savings in executive compensation, corporate administrative functions and regulatory costs;
 
    the opportunity presented by the merger for Camden to combine its $430 million current and future development pipeline with Summit’s $620 million development pipeline primarily in the metro Washington, D.C. and Southeast Florida markets;
 
    that the number of Camden common shares and partnership units required to be issued in the merger and the partnership transaction was fixed and would not be adjusted except, at Camden’s election, in the case of a significant decline in the trading price of Camden common shares during a period prior to closing;
 
    the due diligence review of Summit and its assets conducted by Camden management and its advisors, including, among other things, site tours of a significant number of Summit’s operating properties and all of Summit’s development properties, and Camden management’s favorable assessment of the quality of Summit’s assets and the significant barriers to additional supply in many of Summit’s markets;
 
    management’s belief that the increased size of Camden following the merger would provide greater financial flexibility to the merged company and that its increased equity market capitalization would result in greater liquidity for Camden shareholders;
 
    the report by Camden management based on conversations with the rating agencies to the effect that the rating agencies viewed the transaction favorably and confirmed that Camden’s ratings would likely be affirmed, giving effect to the merger; and
 
    the opinion, analyses and presentations of Deutsche Bank described under “—Opinion of Deutsche Bank” beginning on page 55, including the opinion of Deutsche Bank to the effect that, as of the date of the opinion, based upon and subject to the assumptions made, matters considered and limits of the review undertaken by Deutsche Bank, the merger consideration was fair, from a financial point of view, to Camden.

     Negative Factors Considered by the Camden Board

     The Camden board also considered the following potentially negative factors in its deliberations concerning the merger and the merger agreement:

    the need to finance the cash portion of the consideration payable to Summit stockholders and the limited partners in the merger and the partnership transaction;
 
    the risk that the anticipated benefits of the merger to Camden and its shareholders might not be realized as a result of possible changes in the real estate market in Summit’s core markets;
 
    the risk that the anticipated benefits of the merger to Camden and its shareholders might not be realized as a result of an inability to dispose of a portion of the portfolio in the spin-off transaction;
 
    the risk of a negative reaction to the merger of financial analysts and investors and the related risk of an adverse impact on Camden’s share price;
 
    the risk that the anticipated benefits of the merger to Camden and its shareholders might not be fully realized as a result of any inability to achieve the anticipated cost savings and reduction in expenses and other potential difficulties in integrating the two companies and their respective operations;

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    the additional expense that Camden will incur upon a sale of Summit properties acquired in the merger resulting from the tax protection agreement to be entered into with the limited partners of the Operating Partnership in connection with the merger;
 
    the significant cost involved in connection with completing the merger and the substantial management time and effort required to effect the merger and integrate the businesses of Camden and Summit; and
 
    the risk that the merger might not be completed based upon the failure to satisfy covenants or closing conditions and the resulting interruption to the business of Camden.

     The above discussion is not intended to be exhaustive of all factors considered by the Camden board, but does set forth all material positive and negative factors considered by the Camden board. The Camden trust managers unanimously approved and adopted the merger agreement and the merger and recommended approval of the merger agreement and the merger in light of the various factors described above and other factors that each such member of the Camden board felt was appropriate. In view of the wide variety of factors considered by the Camden board in connection with its evaluation of the merger and the complexity of these matters, the Camden board did not consider it practical, and did not attempt, to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision. Rather, the Camden board made its determination based on the totality of information presented to and the investigation conducted by it. In considering the factors discussed above, individual trust managers may have given different weights to different factors.

Opinion of Deutsche Bank

     Deutsche Bank Securities Inc., which we refer to as Deutsche Bank, has acted as financial advisor to Camden in connection with the merger. On October 4, 2004, Deutsche Bank delivered its oral opinion to the Camden board, subsequently confirmed in its written opinion dated October 6, 2004, to the effect that, as of such date, based upon and subject to the assumptions made, matters considered and limits of the review undertaken by Deutsche Bank, the merger consideration was fair, from a financial point of view, to Camden.

     The full text of Deutsche Bank’s written opinion, dated October 6, 2004, which discusses, among other things, the assumptions made, matters considered and limits of the review undertaken by Deutsche Bank in connection with the opinion, is attached as Annex B to this joint proxy statement/prospectus and is incorporated herein by reference. Camden shareholders are urged to read this opinion in its entirety. The following summary of the Deutsche Bank opinion is qualified in its entirety by reference to the full text of the opinion.

     In connection with Deutsche Bank’s role as financial advisor to Camden, and in arriving at its opinion, Deutsche Bank has reviewed certain publicly available financial and other information concerning Camden and Summit and certain internal analyses and other information furnished to it by Camden. Deutsche Bank has also held discussions with members of the senior management of Camden regarding the businesses and prospects of the companies and the joint prospects of a combined company. In addition, Deutsche Bank has:

    reviewed the reported prices and trading activity for Camden common shares and Summit common stock;
 
    compared certain financial and stock market information for Camden and Summit with similar information for certain other companies whose securities are publicly traded;
 
    reviewed the financial terms of certain recent business combinations which it deemed comparable to the merger in whole or in part;
 
    reviewed the terms of the merger agreement and certain related documents; and

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    performed such other studies and analyses and considered such other factors as it deemed appropriate.

     In preparing its opinion, Deutsche Bank did not assume responsibility for the independent verification of, and did not independently verify, any information, whether publicly available or furnished to it, concerning Camden or Summit, including, without limitation, any financial information, forecasts or projections, considered in connection with the rendering of its opinion. Accordingly, for purposes of its opinion, Deutsche Bank assumed and relied upon the accuracy and completeness of all such information. Deutsche Bank did not conduct a physical inspection of any of the properties or assets, and did not prepare or obtain any independent evaluation or appraisal of any of the assets or liabilities, of Camden or Summit. With respect to the financial forecasts and projections, including the analyses and forecasts of certain cost savings, operating efficiencies, revenue effects and other synergies expected by management of Camden to be achieved as a result of the merger, which we collectively refer to as the synergies, made available to Deutsche Bank and used in its analysis, Deutsche Bank has assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Camden as to the matters covered thereby. In rendering its opinion, Deutsche Bank expressed no view as to the reasonableness of those forecasts and projections, including the synergies, or the assumptions on which they are based. Deutsche Bank’s opinion was necessarily based upon economic, market and other conditions as in effect on, and the information made available to Deutsche Bank as of, the date of its opinion.

     For purposes of rendering its opinion, Deutsche Bank has assumed that, in all respects material to its analysis:

    the representations and warranties of Camden, Camden Summit and Summit contained in the merger agreement are true and correct;
 
    Camden, Camden Summit and Summit will each perform all of the covenants and agreements to be performed by it under the merger agreement;
 
    all conditions to the obligations of each of Camden, Camden Summit and Summit to close the merger will be satisfied without any waiver thereof; and
 
    all material governmental, regulatory or other approvals and consents required in connection with the completion of the merger will be obtained and that, in connection with obtaining any necessary governmental, regulatory or other approvals and consents, or any amendments, modifications or waivers to any agreements, instruments or orders to which either Summit or Camden (or any of their respective affiliates) is a party or is subject or by which it is bound, no limitations, restrictions or conditions will be imposed or amendments, modifications or waivers will be made that would have a material adverse effect on Camden or Summit or materially reduce the contemplated benefits of the merger to Camden.

     For purposes of rendering its opinion, Deutsche Bank assumed that the Average Parent Common Share Price (as defined in the merger agreement) will be equal to or greater than $39.31 per share and that consequently there will be no adjustment to the exchange ratio as permitted by the merger agreement. In addition, Deutsche Bank has been advised by Camden, and accordingly has assumed for purposes of its opinion, that the merger will be tax-free to Camden.

     Deutsche Bank’s Financial Analysis

     Set forth below is a summary of the material financial analyses performed by Deutsche Bank in connection with its opinion and reviewed with the Camden board at its meeting on October 4, 2004.

     Discounted Cash Flow Analysis. Deutsche Bank performed a discounted cash flow analysis for (i) Camden as a stand-alone entity and (ii) Summit as a stand-alone entity. Deutsche Bank calculated the discounted cash flow values for each of Camden and Summit as the sum of the net present values of:

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    the estimated future free cash flows that Camden or Summit, as the case may be, would generate for 2005 through 2009; and
 
    the terminal value of Camden or Summit at the end of such period.

     The estimated future free cash flows were based on the financial projections for Summit for 2005 through 2009, and on the financial projections for Camden for 2005 through 2009, each as provided by Camden management. The terminal values for each of Summit and Camden were calculated based on projected capitalization rates for each such company for 2009 (based on projections by Camden management) and a range of terminal capitalization rates ranging from 6.50% to 7.50% for Summit and ranging from 7.25% to 8.25% for Camden. Deutsche Bank used discount rates ranging from 8.00% to 10.00% for both Summit and Camden. The discount rates for Summit and Camden were based on Deutsche Bank’s judgment of the estimated weighted average cost of Summit’s or Camden’s capital, as applicable, and the terminal capitalization rates were based on its review of the trading characteristics of each of Summit and Camden.

     Deutsche Bank observed that (i) the implied value of Summit common stock, treating Summit as a stand-alone entity, based on the discounted cash flow analysis ranged from $37.00 to $42.00 per share. Deutsche Bank compared this range of values to (i) $30.97, which represents the value per share of Summit common stock implied by the merger consideration, based on the Camden average share price over the 30-day period ending on October 1, 2004, and (ii) $31.39, which represents the value of the merger consideration per share of Summit common stock implied by the merger consideration, based on Camden closing share price of $47.12 on October 1, 2004. Deutsche Bank also observed that the implied value of Camden common shares based on the discounted cash flow analysis ranged from $41.00 to $47.00 per share and compared that range of values to (i) $47.12, the Camden share price as of October 1, 2004, and (ii) $46.08, which represents the Camden average share price over the 30-day period ending on October 1, 2004.

     Net Asset Value Analysis. Deutsche Bank performed a net asset value analysis for each of Summit and Camden. Deutsche Bank calculated the per share net asset value of each of Summit and Camden as the per share values of:

    the stabilized multifamily real estate portfolio assets for each of Summit and Camden, as the case may be, based on a range of capitalization rates; plus
 
    the property management operations of Summit or Camden, based on a fixed capitalization rate; plus or minus
 
    certain other assets and liabilities, as estimated by Camden management, including consolidated debt.

     The estimated value of the real estate portfolio assets were based on estimates of 2005 net operating income, or NOI, for Summit and Camden, each as provided by Camden management, and a range of assumed capitalization rates ranging from 5.75% to 6.50% for Summit and ranging from 6.50% to 7.25% for Camden. The estimated value of the property management operations were based on estimates of net property management fees, for Camden and Summit, each as provided by Camden management, and an assumed capitalization rate of 20%.

     Deutsche Bank observed that the implied value of Summit common stock based on the net asset value analysis ranged from $36.00 to $41.00 per share. Deutsche Bank compared this range of values to (i) $30.97, which represents the value per share of Summit common stock implied by the merger consideration, based on the Camden average share price over the 30-day period ending on October 1, 2004, and (ii) $31.39, which represents the value of the merger consideration per share of Summit common stock implied by the merger consideration, based on Camden closing share price of $47.12 on October 1, 2004. Deutsche Bank also observed that the implied value of Camden common shares based on the net asset value analysis ranged from $43.00 to $48.00 per share. Deutsche Bank compared this range of values to (i) $47.12, the Camden share price as of October 1, 2004, and (ii) $46.08, which represents the Camden average share price over the 30-day period ending on October 1, 2004.

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     Premiums Paid Analysis. Deutsche Bank reviewed premiums to stock price paid in thirty U.S.-based public REIT company mergers and acquisitions transactions with transaction values greater than $100 million since September 26, 2000. Deutsche Bank reviewed the premiums paid in these transactions over the price of the target stock one day, one week, and four weeks prior to the announcement of such transactions. Based on this analysis, Deutsche Bank observed a range of premiums of 10% to 20% over the market price of the target stock price one day, one week and four weeks prior to the announcement of such transactions. Deutsche Bank applied these ranges of premiums to the share price of Summit one day, one week and four weeks before the announcement of the merger, assuming the merger was announced on October 1, 2004. Deutsche Bank then calculated implied equity values of $30.42 to $33.18 per share based on the one day premium range, $28.93 to $31.56 per share based on the one week premium range, and $29.87 to $32.58 based on the four weeks premium range. Deutsche Bank compared these ranges of implied equity values per share to (i) $30.97, which represents the value per share of Summit common stock implied by the merger consideration, based on the Camden average share price over the 30-day period ending on October 1, 2004, and (ii) $31.39, which represents the value of the merger consideration per share of Summit common stock implied by the merger consideration, based on Camden closing share price of $47.12 on October 1, 2004.

     Analysis of Selected Publicly Traded Companies. Deutsche Bank reviewed certain financial information and calculated commonly used valuation measurements for Camden and Summit, as applicable, to corresponding information and measurements for groups of publicly traded companies in the multi-family property industry.

     The publicly traded companies selected in the multi-family property industry to which Summit was compared consisted of:

    Archstone-Smith Trust
 
    AvalonBay Communities Inc.
 
    United Dominion Realty Trust Inc.
 
    Camden
 
    Gables Residential Trust
 
    Post Properties Inc.
 
    Mid America Apartment Communities Inc.

     The publicly traded companies selected in the multi-family property industry to which Camden was compared consisted of:

    Archstone-Smith Trust
 
    AvalonBay Communities Inc.
 
    United Dominion Realty Trust Inc.
 
    Gables Residential Trust
 
    Post Properties Inc.
 
    Mid America Apartment Communities Inc.
 
    Summit

     The financial information and valuation measurements reviewed by Deutsche Bank included, among other things, ratios of share price to funds from operations, or FFO, for 2005. To calculate the trading multiples with respect to the comparable companies, Deutsche Bank used publicly available information concerning historical and projected financial performance, including analyst reports and published historical financial information and FFO estimates reported by FirstCall.

     Deutsche Bank observed that the implied value of Summit common stock based on the selected publicly traded companies analysis ranged from $25.18 to $28.78 per share using the multiple of share price to estimated 2005 FFO. Deutsche Bank compared that range of values to (i) $30.97, which represents the value per share of Summit common stock implied by the merger consideration, based on the Camden average share price over the 30-day period ending on October 1, 2004, and (ii) $31.39, which represents the value of the merger consideration per share of Summit common stock implied by the merger consideration, based on Camden closing share price of $47.12 on October 1, 2004.

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     Deutsche Bank observed that the implied value of Camden common shares based on the selected publicly traded companies analysis ranged from $42.28 to $48.78 per share using the multiple of share price to estimated 2005 FFO. Deutsche Bank compared that range of values to (i) $47.12, the Camden share price as of October 1, 2004, and (ii) $46.08, which represents the Camden average share price over the 30-day period ending on October 1, 2004.

     Other than Camden and Summit themselves, which were each included in the group of companies compared to the other, none of the companies utilized in either publicly traded company analysis is identical to Camden or Summit. Accordingly, Deutsche Bank believes the analysis is not simply mathematical. Rather, it involves complex considerations and qualitative judgments, reflected in Deutsche Bank’s opinion, concerning differences in financial and operating characteristics of the selected companies and other factors that could affect the public trading value of the selected companies.

     Analysis of Selected Precedent Transactions. Deutsche Bank reviewed four mergers and acquisitions transactions announced since July 8, 1998 in the multi-family property industry. The transactions reviewed, which are referred to as the selected transactions, are:

         
Date announced
  Target
  Acquirer
05/04/01
  Charles E. Smith Residential   Archstone Communities Trust
07/17/00
  Grove Property Trust   Equity Residential Properties
12/04/98
  Irvine Apartment Comm.   The Irvine Company
07/08/98
  Merry Land & Investment Co.   Equity Residential Properties

     Deutsche Bank observed that the relevant multiples of estimated FFO for the year following each of the selected transactions to the share prices on the dates of announcement of such transactions ranged from 12.0x to 14.0x, which, when applied to the estimated 2005 FFO for Summit, implied a range of values of $21.59 to $25.18. Deutsche Bank compared that range of values to (i) $30.97, which represents the value per share of Summit common stock implied by the merger consideration, based on the Camden average share price over the 30-day period ending on October 1, 2004, and (ii) $31.39, which represents the value of the merger consideration per share of Summit common stock implied by the merger consideration, based on Camden closing share price of $47.12 on October 1, 2004.

     The analysis for the selected transactions was based on public information available at the time of announcement of such transactions, without taking into account differing market and other conditions during the period between July 8, 1998 and May 4, 2001, during which the selected transactions were announced.

     Exchange Ratio Analysis. Deutsche Bank analyzed the exchange ratio of closing prices per share of Summit common stock and Camden common shares from October 1, 1999 to October 1, 2004. Deutsche Bank observed the following average implied exchange ratios over various periods ending on October 1, 2004:

         
    Average Implied
Period Ending October 1, 2004
  Exchange Ratio
Current
    0.587x  
Prior 10 days
    0.587x  
Prior 20 days
    0.586x  
Prior 1 month
    0.585x  
Prior 6 months
    0.545x  
Prior 1 year
    0.544x  
Prior 2 years
    0.556x  
Prior 3 years
    0.579x  
Prior 4 years
    0.619x  
Prior 5 years
    0.639x  

     Pro Forma Combined Growth Analysis. Deutsche Bank analyzed certain pro forma effects of the merger. Based on this analysis, Deutsche Bank computed the resulting compound annual growth rate, or CAGR, of each of Camden’s projected revenue, net operating income, or NOI, earnings before interest, taxes, depreciation and amortization, or EBITDA, and FFO for the period 2005 - 2009, both as a stand-alone entity and pro forma for a

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combination with Summit. Deutsche Bank used estimates of projected financial performance for Camden that were provided by Camden management.

     The following chart sets forth the results of this analysis:

                 
            Camden pro forma for
    Camden stand-alone
  combination with Summit
    2005-2009 CAGR
  2005-2009 CAGR
Revenue
    7.3 %     7.5 %
NOI
    8.2 %     8.6 %
EBITDA
    8.3 %     8.6 %
FFO
    10.8 %     11.6 %

     General. The foregoing summary describes all analyses and factors that Deutsche Bank deemed material in its presentation to the Camden board, but is not a comprehensive description of all analyses performed and factors considered by Deutsche Bank in connection with preparing its opinion. The preparation of a fairness opinion is a complex process involving the application of subjective business judgment in determining the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, is not readily susceptible to summary description. Deutsche Bank believes that its analyses must be considered as a whole and that considering any portion of such analyses and of the factors considered without considering all analyses and factors could create a misleading view of the process underlying the opinion. In arriving at its fairness determination, Deutsche Bank did not assign specific weights to any particular analyses.

     In conducting its analyses and arriving at its opinion, Deutsche Bank utilized a variety of generally accepted valuation methods. The analyses were prepared solely for the purpose of enabling Deutsche Bank to provide its opinion to the Camden board as to the fairness to Camden of the merger consideration and do not purport to be appraisals or necessarily reflect the prices at which businesses or securities actually may be sold, which are inherently subject to uncertainty. In connection with its analyses, Deutsche Bank made, and was provided by Camden management with, numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Deutsche Bank or Camden. Analyses based on estimates or forecasts of future results are not necessarily indicative of actual past or future values or results, which may be significantly more or less favorable than suggested by such analyses. Because such analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of Camden, Summit or their respective advisors, neither Camden nor Deutsche Bank nor any other person assumes responsibility if future results or actual values are materially different from these forecasts or assumptions.

     The terms of the merger were determined through negotiations between Summit and Camden and were approved by the Camden board. The decision to enter into the merger was solely that of the Camden board. As described above, the opinion and presentation of Deutsche Bank to the Camden board were only one of a number of factors taken into consideration by the Camden board in making its determination to approve the merger. Deutsche Bank’s opinion was provided to the Camden board to assist it in connection with it consideration of the merger and does not constitute a recommendation to any shareholder as to how to vote or to take any other action with respect to the merger. Deutsche Bank’s opinion does not in any manner address the prices at which Summit common stock or Camden common shares will trade after the announcement or the prices at which Camden common shares will trade after the completion of the merger.

     Camden selected Deutsche Bank as financial advisor in connection with the merger based on Deutsche Bank’s qualifications, expertise, reputation and experience in mergers and acquisitions. Camden has retained Deutsche Bank pursuant to a letter agreement dated September 30, 2004, which is referred to as the “engagement letter.” Deutsche Bank will be paid a reasonable and customary fee for its services as financial advisor to Camden in connection with the merger, a substantial portion of which is contingent upon completion of the merger. Regardless of whether the merger is closed, Camden has agreed to reimburse Deutsche Bank for reasonable fees and disbursements of Deutsche Bank’s counsel and all of Deutsche Bank’s reasonable travel and other out-of-pocket expenses incurred in connection with the merger or otherwise arising out of the retention of Deutsche Bank under the engagement letter. Camden has also agreed to indemnify Deutsche Bank and certain related persons to the full

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extent lawful against certain liabilities, including certain liabilities under the U.S. Federal securities laws arising out of its engagement or the merger.

     Deutsche Bank is an internationally recognized investment banking firm experienced in providing advice in connection with mergers and acquisitions and related transactions. Deutsche Bank is an affiliate of Deutsche Bank AG, which, together with its affiliates, is referred to as the “DB Group.” One or more members of the DB Group have, from time to time, provided investment banking, commercial banking (including extension of credit) and other financial services to Camden or its affiliates for which it has received compensation, including (i) Camden’s July 2004 $100 million 4.7% notes offering, for which a member of the DB Group acted as joint bookrunner, (ii) Camden’s December 2003 $200 million 5.375% senior notes offering, for which a member of the DB Group acted as co-manager, (iii) Camden’s November 2002 $150 million 5.875% senior notes offering, for which a member of the DB Group acted as joint bookrunner (this issue was increased from $150 million to $200 million), and (iv) Camden’s August 2002 $500 million credit facility, for which a member of the DB Group acted as a lender of $20 million. In the foregoing capacities, Deutsche Bank has received an aggregate of approximately $578,000 in compensation from Camden. As of October 1, 2004, Deutsche Bank’s asset management affiliates collectively held approximately 8.6% of the outstanding shares of Summit common stock.

     In the ordinary course of business, members of the DB Group may actively trade in the securities and other instruments and obligations of Summit and Camden for their own accounts and for the accounts of their customers. Accordingly, the DB Group may at any time hold a long or short position in such securities, instruments and obligations.

Summit’s Reasons for the Merger; Recommendation of the Summit Board

     The Summit board believes that the merger and the merger agreement are advisable and fair to, and in the best interests of, Summit and its stockholders. The Summit board also believes that the merger will establish a combined company that is a leader in the multifamily industry. As a result, at a meeting held on October 4, 2004, the Summit board unanimously approved the merger and approved and adopted the merger agreement and resolved to recommend that the Summit stockholders vote FOR the approval of the merger and the merger agreement. In reaching its determination, the Summit board consulted with JPMorgan with respect to the financial aspects and fairness of the transaction, as well as Summit management and its legal and accounting advisors.

     In considering the recommendation of the Summit board with respect to the merger agreement and the merger, Summit stockholders should be aware that Summit directors and some of its executive officers have interests in, and will receive benefits from, the merger and the partnership transaction that differ from, or are in addition to, and, therefore, may conflict with the interests of Summit stockholders generally. See “—Conflicts of Interest of Summit Directors and Executive Officers in the Merger and the Partnership Transaction” beginning on page 69.

     Positive Factors Considered by the Summit Board

     In arriving at its determination, the Summit board considered the following factors, among others, as generally supporting its decision to approve the merger and approve and adopt the merger agreement:

    the terms of the merger agreement and the other documents executed in connection with the merger;
 
    the scale, scope, strength and diversification of markets and expected synergies that could be achieved by combining Summit and Camden, and an expectation that such a combination would create a leader in the multifamily industry;
 
    the opportunity for Summit stockholders and limited partners to receive a premium over the market price for shares of Summit common stock and limited partnership units outstanding prior to the public announcement of the merger;

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    the value of the exchange ratio provided for in the merger agreement relative to the current and historical trading prices of Summit common stock and Camden common shares;
 
    the expected increase in dividends to Summit stockholders who receive Camden common shares in the merger, based upon the historical dividends paid by each of Camden and Summit;
 
    the opinion rendered to the Summit board by JPMorgan, described under —“Opinion of JPMorgan” beginning on page 63, that, based upon and subject to the factors and assumptions set forth in its opinion, the merger consideration is fair, from a financial point of view, to the holders of Summit’s common stock;
 
    the financial analyses of JPMorgan presented to the Summit board;
 
    the fact that completion of the merger is not conditioned on Camden’s obtaining financing;
 
    the fact that Summit has a price-based termination right to terminate the merger agreement and “walk away” from the merger if the value of Camden common shares decreases to below $39.31 per Camden share, during a period leading up to the merger, unless Camden elects to increase the exchange ratio;
 
    the social and economic effect on Summit’s employees, including, among other things, that Camden’s benefit plans would be at least as favorable as those of Summit with a lower cost for each employee;
 
    the anticipated cost savings and efficiencies available to the combined company as a result of the merger, as well as the increasing importance of economies of scale;
 
    the fact that the merger consideration would consist of an amount of cash and Camden common shares, and that subject to overall limitations, Summit stockholders would be able to choose to receive either cash or stock or a combination thereof;
 
    the expectation that the merger would be tax free to Summit stockholders for U.S. federal income tax purposes to the extent Camden common shares are received;
 
    the expectation that the exchange offer would be tax free to limited partners of the Operating Partnership for federal income tax purposes to the extent they receive new units in the exchange offer;
 
    the ability of Summit stockholders who receive Camden common shares in the merger to continue to participate in the growth of the business conducted by Camden and Summit following the merger and to benefit from the potential appreciation in value of Camden common shares;
 
    the fact that Camden agreed to appoint two members of the Summit board to the Camden board, so that the interests of Summit’s stockholders would continue to be represented following the merger;
 
    presentations from, and discussions with, certain executive officers of Summit and outside legal counsel and financial advisors regarding the business, real estate assets, financial, accounting and legal due diligence with respect to Camden and the terms and conditions of the merger agreement and the other documents executed in connection with the merger; and
 
    the report by Summit management based on conversations of Camden with the rating agencies to the effect that the rating agencies had viewed the transaction favorably and confirmed that Camden’s ratings would not be reduced as a result of the merger.

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     Negative Factors Considered by the Summit Board

     The Summit board also considered the following negative factors, among others, associated with its deliberations concerning the merger, including:

    the risk that the benefits and expected synergies sought to be achieved by the merger will not be realized;
 
    the fact that a significant portion of the consideration to be received by Summit stockholders consists of Camden common shares, and as a result, a decrease in the trading price of Camden common shares before the closing of the merger will reduce the value of the share consideration that will be received by the Summit stockholders;
 
    the fact that Summit stockholders will not receive the full benefit of any future growth in the value of their equity that Summit might have achieved as an independent company, and the potential disadvantage to Summit stockholders who receive Camden common shares in the event that Camden does not perform as well in the future as Summit might have performed as an independent company;
 
    the possibility that some provisions of the merger agreement, including the nonsolicitation and termination fee provisions, might have the effect of discouraging other parties potentially interested in merging with or acquiring Summit from pursuing such an opportunity;
 
    the significant cost involved in connection with completing the merger, the substantial management time and effort required to effectuate the merger and integrate the businesses of the companies and the related disruption to Summit’s operations;
 
    the need to obtain Summit stockholder approval, Camden shareholder approval and the approval of the holders of limited partnership interests in the Operating Partnership;
 
    the risk that the cultures of the two companies may not be compatible resulting in a loss of key personnel following the merger; and
 
    other applicable risks described in the section of this joint proxy statement/prospectus titled “Risk Factors.”

     The above discussion is not intended to be exhaustive of all factors considered by the Summit board, but does set forth the material factors and potential risks considered. The Summit board unanimously approved the merger and recommended approval of the merger and the merger agreement in light of the various factors described above and other factors that each such member of the Summit board felt were appropriate. In the opinion of the Summit board, the potential risk factors considered by it were not sufficient, either individually or collectively, to outweigh the positive factors considered by the Summit board in its determination relating to the merger.

     In view of the wide variety of factors considered by the Summit board in connection with its evaluation of the merger and the complexity of these matters, the Summit board did not consider it practical, and did not attempt, to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision. In addition, the Summit board did not reach any specific conclusion on each factor considered, or any aspect of any particular factor, but conducted an overall analysis of these factors. In considering the factors discussed above, individual directors may have given different weight to different factors.

Opinion of JPMorgan

     Pursuant to an engagement letter dated September 30, 2004, Summit exclusively retained JPMorgan as its financial advisor in connection with the proposed merger.

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     At the meeting of the Summit board on October 4, 2004, JPMorgan rendered its oral opinion, subsequently confirmed in writing, to the Summit board that, as of such date, and based upon and subject to the various considerations and assumptions described in the opinion, the consideration to be received by the holders of Summit’s common stock (including with respect to equity securities convertible into, or redeemable by Summit under certain circumstances for, shares of Summit common stock, any holders thereof on an as-converted or as-redeemed basis, as the case may be) in the proposed merger was fair, from a financial point of view, to such holders. No limitations were imposed by the Summit board upon JPMorgan with respect to the investigations made or procedures followed by it in rendering its opinion.

     The full text of the written opinion of JPMorgan, which sets forth the assumptions made, matters considered and limits on the review undertaken, is attached as Annex C to this joint proxy statement/prospectus and is incorporated herein by reference. Summit’s stockholders are urged to read the opinion in its entirety. JPMorgan’s written opinion is addressed to the Summit board, is directed only to the consideration to be paid in the merger and does not constitute a recommendation to any stockholder of Summit as to the form of consideration such stockholder should elect to receive or as to how such stockholder should vote at the Summit special meeting. The summary of the opinion of JPMorgan set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion.

     In arriving at its opinion, JPMorgan, among other things:

    reviewed the Agreement and Plan of Merger among Camden Property Trust, Camden Summit, Inc. (formerly known as Camden Sparks, Inc.) and Summit Properties Inc. dated October 4, 2004;
 
    reviewed certain publicly available business and financial information concerning Summit and Camden and the industry in which they operate;
 
    compared the proposed financial terms of the merger with the publicly available financial terms of certain transactions involving companies JPMorgan deemed relevant and the consideration received for such companies;
 
    compared the financial and operating performance of Summit and Camden with publicly available information concerning certain other companies JPMorgan deemed relevant and reviewed the current and historical market prices of Summit common stock and the Camden common shares and certain publicly traded securities of such other companies;
 
    reviewed certain internal financial analyses and forecasts prepared by the managements of Summit and Camden relating to their respective businesses; and
 
    performed such other financial studies and analyses and considered such other information as JPMorgan deemed appropriate for the purposes of its opinion.

     JPMorgan also held discussions with certain members of the management of Summit and Camden with respect to certain aspects of the merger, and the past and current business operations of Summit and Camden, the financial condition and future prospects and operations of Summit and Camden, and certain other matters JPMorgan believed necessary or appropriate to its inquiry.

     In giving its opinion, JPMorgan relied upon and assumed, without independent verification, the accuracy and completeness of all information that was publicly available or that was furnished to it by Summit and Camden or otherwise reviewed by JPMorgan, and JPMorgan did not assume any responsibility or liability therefor. JPMorgan did not conduct any valuation or appraisal of any assets or liabilities, nor were any such valuations or appraisals provided to JPMorgan. In relying on financial analyses and forecasts provided to it, JPMorgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of Summit and Camden to which such analyses or forecasts relate. JPMorgan also assumed that the merger will qualify as a tax-deferred reorganization under the Internal Revenue Code for United States federal income tax purposes, and that the

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other transactions contemplated by the merger agreement will be consummated as described in the merger agreement. JPMorgan relied as to all legal matters relevant to rendering its opinion upon the advice of counsel. JPMorgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the completion of the merger will be obtained without any adverse effect on Summit or Camden or on the contemplated benefits of the merger.

     The projections furnished to JPMorgan for Summit and Camden were prepared by the respective managements of each company. Neither Summit nor Camden publicly discloses internal management projections of the type provided to JPMorgan in connection with JPMorgan’s analysis of the merger, and such projections were not prepared with a view toward public disclosure. These projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of management, including, without limitation, factors related to general economic and competitive conditions and prevailing interest rates. Accordingly, actual results could vary significantly from those set forth in such projections.

     JPMorgan’s opinion is based on economic, market and other conditions as in effect on, and the information made available to JPMorgan as of, the date of such opinion. It should be understood that subsequent developments may affect the written opinion dated October 4, 2004, and JPMorgan does not have any obligation to update, revise, or reaffirm such opinion. JPMorgan’s opinion is limited to the fairness, from a financial point of view, of the consideration to be received by the holders of Summit common stock in the proposed merger, and JPMorgan has expressed no opinion as to the underlying decision by Summit to engage in the merger. JPMorgan expressed no opinion as to the price at which Summit’s common stock or Camden’s common shares will trade at any future time.

     In accordance with customary investment banking practice, JPMorgan employed generally accepted valuation methods in reaching its opinion. The following is a summary of the material financial analyses utilized by JPMorgan in connection with providing its opinion. In calculating per share values, JPMorgan assumed outstanding common units of partnership interests were converted into common shares, unless otherwise indicated.

     Stock Trading History Analysis. JPMorgan reviewed the historical trading prices for Summit’s common stock and noted that over the last year the low closing price was $21.18 per share and the high closing price was $27.75 per share. In addition, in order to study any meaningful price fluctuations that may have occurred in the past year, JPMorgan calculated the historical closing price averages as of September 30, 2004 (as shown below). The implied value of consideration of $31.02 per share as of September 30, 2004 (assuming conversion of partnership units to common stock) represents a 14.7% premium over Summit’s closing share price of $27.05 on September 30, 2004.

                 
Period
  Closing Price
  Premium Paid
60 days average
  $ 26.12       18.8 %
Average YTD
  $ 24.04       29.0 %
52 week high
  $ 27.75       11.8 %
All-time high
  $ 27.75       11.8 %

     Comparable Public Companies Analysis. Using publicly available information, JPMorgan compared selected financial data of Summit with similar data for selected publicly traded companies engaged in businesses which JPMorgan judged to be analogous to Summit. The companies selected by JPMorgan were

    Archstone-Smith Trust
 
    AvalonBay Communities, Inc.
 
    BRE Properties, Inc.
 
    Camden Property Trust
 
    Equity Residential
 
    Essex Property Trust, Inc.
 
    Gables Residential Trust
 
    Post Properties, Inc.
 
    United Dominion Realty Trust, Inc.

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     These companies were selected, among other reasons, because of their specialization in the multifamily REIT sector, geographic location, asset quality, market capitalization and capital structure. For each comparable company, JPMorgan analyzed publicly available financial performance data through September 30, 2004. JPMorgan calculated the multiples of current stock price, as of September 30, 2004, to equity analysts’ estimates for 2005 consensus funds from operations (“FFO”) as reported by First Call for each of these companies to determine the estimated 2005 FFO trading multiples. JPMorgan selected a range of multiples around the 2005 FFO median value for each multiple, resulting in a range of 14.5x to 16.0x. These multiples were then applied to Summit’s 2005 FFO per common share estimate, based on both the equity analyst consensus as provided by First Call and management’s projections, yielding implied trading values for Summit common stock of approximately $26.00 to $28.60 and $28.40 to $31.40 per share, respectively.

     Precedent Transactions Analysis. Using publicly available information, JPMorgan examined selected transactions within both Summit’s industry segment and the overall REIT industry. Specifically, JPMorgan reviewed the following transactions:

Multifamily REIT Transactions

         
Announced        
Date
  Acquirer
  Target
05/04/2001
  Archstone Communities   Charles E Smith Residential Realty L.P.
03/04/1999
  Whitehall Street Real Estate, L.P./
Blackstone Real Estate Advisors III L.L.C.
  Berkshire Realty Company, Inc.
09/24/1999
  Olympus Real Estate Partners   Walden Residential Properties, Inc.
12/02/1998
  The Irvine Company   Irvine Apartment Communities, L.P.
07/08/1998
  Equity Residential Properties Trust   Merry Land & Investment Co.
03/08/1998
  Bay Apartment Communities   Avalon Properties Inc.
12/17/1997
  Camden Property Trust   Oasis Residential Inc.
08/28/1997
  Equity Residential Properties Trust   Evans Withycombe Residential
08/04/1997
  Post Properties, Inc.   Columbus Realty Trust
01/17/1997
  Equity Residential Properties Trust   Wellsford Residential Property Trust
12/16/1996
  Camden Property Trust   Paragon Group, Inc.

Recent REIT transactions

         
Announced        
Date
  Acquirer
  Target
08/25/2004
  Kimco Realty Corp. and DRA Advisors JV   Price Legacy Corporation
08/20/2004
  General Growth Properties, Inc.   The Rouse Company
06/21/2004
  Simon Property Group   Chelsea Property Group
05/03/2004
  Prologis and Eaton Vance Management   Keystone Property Trust
05/29/2003
  Hometown America LLC   Chateau Communities Inc.
05/14/2003
  Pennsylvania REIT   Crown America Realty Trust
05/08/2003
  CNL Hospitality Properties, Inc.   RFS Hotel Investors, Inc.

     JPMorgan selected these transactions because of their similarity to the merger. An analysis of these transactions showed a range of offer price to forward FFO per share of 11.1x to 13.4x and an estimated premium/discount of offer price to estimated net asset value (“NAV”) of 19.1% to 13.8% based on the median values of each metric for the two sets of comparable transactions. JPMorgan applied the range of multiples derived from such analysis to Summit’s First Call 2005 FFO per share and the range of premiums derived from such analysis to Summit’s NAV estimate reported by Green Street Advisors, Inc. as of October 1, 2004, and arrived at an estimated range of equity values for Summit common stock of between $19.90 to $24.00 and $30.40 to $31.80 per share, respectively.

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     Dividend Discount Model Analysis. JPMorgan performed a dividend discount analysis for Summit based upon projections and assumptions provided by Summit’s management of projected FFO per common share and projected annual dividend payouts per share for the years ending December 31, 2004 to December 31, 2014. Under the dividend discount model methodology, implied equity values are projected by discounting dividends per share for the years 2004 through 2014 using discount rates reflecting an expected equity total return. JPMorgan calculated a range of terminal values of Summit at the end of the ten-year period ending 2014 by applying a perpetual growth rate ranging from 4.0% to 5.0% to the projected dividend of Summit in the final year of the ten-year period. The range of terminal values was then discounted to present values using a range of discount rates from 10.5% to 11.5%. JPMorgan selected these ranges of discount rates and perpetual growth rates based on JPMorgan’s estimate of expected investor total returns, discussions with Summit’s management as well as other qualitative factors, such as characteristics of Summit’s properties and asset class. The present value of the dividends and the terminal value per common share were added together to determine an estimated range of equity values for Summit’s common stock of $22.70 to $28.90 per share.

     Liquidation NAV/Share Analysis. JPMorgan arrived at an equity NAV by (1) calculating a gross real estate value by applying a range of capitalization rates from 5.3% to 5.7% to projections for Summit’s forward twelve-month real estate net operating income (“NOI”), adjusted for an assumed management fee, a reserve for capital expenditures, and recent assets sales, per discussions with Summit’s management; (2) adding the gross value of other assets, less Summit’s outstanding debt, which was marked to market, other liabilities, and assumed transaction expenses; and (3) taking the present value of the NAV assuming an average of twelve months to liquidate assets at a 15% discount rate. The equity NAV per share was then calculated by dividing the equity NAV by the number of shares of Summit common stock outstanding. This analysis indicated an implied range for the price of Summit common stock of $27.40 to $31.40 per share.

     Historical Exchange Ratio Analysis. JPMorgan reviewed the per share daily closing market price movements of Summit common stock and Camden common shares for the two-year period ended September 30, 2004, and calculated the historical exchange ratios during this period implied by dividing the daily closing prices per share of Summit common stock by those of Camden common shares and the average of those historical trading ratios for the calendar periods of 6-month, 1-year and 2-year periods ended September 30, 2004. The analysis resulted in the following average historical trading ratios for the periods indicated:

         
Calendar Period
  Mean
September 30, 2004
    0.5855x  
6-month
    0.5455x  
1-year
    0.5448x  
2-year
    0.5564x  

     The highest historical exchange ratio on any single day during the 2-year period was approximately 0.6029x, and the lowest historical exchange ratio on any single day during this period was approximately 0.4858x. The proposed exchange ratio of 0.6687x is for the stock portion of the consideration only, which is no more than 60% of the total value of the merger consideration.

     JPMorgan also conducted a valuation analysis of Camden common shares using generally accepted valuation methods. The following is a summary of the material financial analyses performed by JPMorgan in connection with its opinion.

     Stock Trading History Analysis. JPMorgan reviewed the historical trading prices for Camden common shares and noted that over the last year the low closing price was $37.95 per share and that the high closing price was $47.96 per share.

     Comparable Public Companies Analysis. Using publicly available information, JPMorgan compared selected financial data of Camden with similar data for selected publicly traded companies engaged in businesses which JPMorgan judged to be analogous to Camden. JPMorgan relied on the same set of comparable public companies as the ones used for evaluating Summit (with the exception of substituting Summit for Camden). JPMorgan selected a range of multiples around the 2005 FFO median value for each multiple, resulting in a range of 14.5x to 16.0x. These multiples were then applied to Camden’s 2005 FFO per common share estimate, based on

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both the equity analyst consensus as provided by First Call and management’s projections, yielding implied trading values for Camden’s common shares of approximately $49.40 to $54.60 and $47.10 to $52.00 per share, respectively.

     Dividend Discount Model Analysis. JPMorgan performed a dividend discount analysis for Camden based upon projections and assumptions provided by Camden’s management and from discussions with Summit’s management of projected FFO per common share and projected annual dividend payouts per share for the years ending December 31, 2004 to December 31, 2014. Under the dividend discount model methodology, implied equity values are projected by discounting dividends per share for the years 2004 through 2014 using discount rates reflecting an expected equity total return. JPMorgan calculated a range of terminal values of Camden at the end of the ten-year period ending 2014 by applying a perpetual growth rate ranging from 4.0% to 5.0% of the projected dividend of Camden in the final year of the ten-year period. The range of terminal values was then discounted to present values using a range of discount rates from 10.5% to 11.5%. JPMorgan selected these ranges of discount rates and perpetual growth rates based on JPMorgan’s estimate of expected investor total returns, discussion with Camden’s management as well as other qualitative factors, such as characteristics of Camden’s properties and asset class. The present value of the dividends and the terminal value per common share were added together to determine an estimated range of equity values for Camden’s common stock of $39.80 to $51.10 per common share.

     Liquidation NAV/Share Analysis. JPMorgan arrived at an equity NAV by (1) calculating a gross real estate value by applying a range of capitalization rates from 6.0% to 6.5% to projections for Camden’s forward twelve-month real estate NOI adjusted for an assumed management fee and a reserve for capital expenditures; (2) adding the gross value of other assets, less Camden’s outstanding debt, which was marked to market, other liabilities, and transaction expenses; and (3) taking the present value of the NAV assuming an average of twelve months to liquidate assets at a 15% discount rate. The equity NAV per share was then calculated by dividing the equity NAV by the number of Camden common shares outstanding. This analysis indicated an implied range for the price of Camden’s common shares of $41.90 to $47.70 per share.

     Based on the valuation analyses of Summit common stock and Camden common shares, JPMorgan calculated the implied exchange ratios derived from the historical exchange ratio analysis, comparable public companies analysis, dividend discount model analysis and liquidation NAV analysis, all described above. In addition, JPMorgan calculated the implied exchange ratio derived from Summit’s and Camden’s relative contribution of FFO and asset value. The following table is a summary of the ranges of exchange ratios implied by each valuation methodology.

         
Valuation Methodology
  Range
Comparable Public Companies Analysis:
       
2005 FFO per share multiple based on equity analyst consensus as provided by First Call
  0.4762x to 0.5790x
2005 FFO per share multiple based on managements’ projections
  0.5462x to 0.6667x
Dividend Discount Model Analysis
  0.4442x to 0.7261x
Liquidation NAV Analysis
  0.5723x to 0.7494x
Contribution Analysis
  0.4971x to 0.6841x

     Pro Forma Combination Analysis. Although the following analysis was not a basis for our opinion, JPMorgan also analyzed the pro forma impact of the merger on Camden’s earnings per share, consolidated capitalization and financial ratios using Summit’s and Camden’s management projections. Incorporating assumptions with respect to various structural considerations, transaction and financing costs and Camden’s estimated synergies, the combination would be accretive to Camden’s estimated FFO per share in 2005.

     The summary set forth above does not purport to be a complete description of the analyses or data presented by JPMorgan. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. JPMorgan believes that the summary set forth above and its analyses must be considered as a whole and that selecting portions thereof, without considering all of its analyses, could create an incomplete view of the processes underlying its analyses and opinion. JPMorgan based its analyses on assumptions that it deemed reasonable, including assumptions concerning general business and economic

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conditions and industry-specific factors. The other principal assumptions upon which JPMorgan based its analyses are set forth above under the description of each such analysis. JPMorgan’s analyses are not necessarily indicative of actual values or actual future results that might be achieved, which values may be higher or lower than those indicated. Moreover, JPMorgan’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be bought or sold.

     As a part of its investment banking business, JPMorgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for estate, corporate and other purposes. JPMorgan was selected to advise Summit with respect to the merger and deliver an opinion to the Summit board with respect to the merger on the basis of such experience and its familiarity with Summit.

     For services rendered in connection with the merger, Summit has agreed to pay JPMorgan a fee of $9,000,000. In addition, Summit has paid JPMorgan a fee of $500,000 for corporate defense advisory services rendered in connection with an engagement letter executed in April 2004. Furthermore, Summit has agreed to reimburse JPMorgan for its expenses incurred in connection with its services, including the fees and disbursements of counsel, and will indemnify JPMorgan against certain liabilities, including liabilities arising under the Federal securities laws.

     In addition, JPMorgan and its affiliates have provided investment banking and/or commercial banking services in the past for both Summit and Camden in each case for customary compensation, and currently, one of JPMorgan’s affiliates is an agent bank and lender under Camden’s unsecured credit facility, which may be drawn in whole or in part to fund a portion of the merger consideration. In the ordinary course of their businesses, JPMorgan and its affiliates may actively trade the debt and equity securities of Summit or Camden for their own accounts or for the accounts of customers and, accordingly, they may at any time hold long or short positions in such securities.

Trust Managers and Executive Officers of Camden After the Merger

     Following the merger, the eight current trust managers of Camden will remain as trust managers of the combined entity. In addition, two current directors of Summit, Messrs. McGuire and Paulsen will become trust managers of the combined entity as of the second business day after the effective time of the merger.

     Following the merger, the current executive officers of Camden will remain as executive officers of Camden. None of the current executive officers of Summit will become executive officers of Camden following the merger.

Conflicts of Interest of Summit Directors and Executive Officers in the Merger and the Partnership Transaction

     In considering the recommendation of the Summit board with respect to the merger agreement and the merger, Summit stockholders should be aware that Summit directors and some of its executive officers have interests in, and will receive benefits from, the merger and the partnership transaction that differ from, or are in addition to, and, therefore, may conflict with the interests of Summit stockholders generally. The Summit board was aware that these interests existed when it approved the merger. The material interests are summarized below.

     Agreements with Executive Officers of Summit

     Severance Agreements. Summit is party to executive severance agreements with Steven R. LeBlanc, Michael L. Schwarz, Gregg D. Adzema, Keith L. Downey, Randall M. Ell, Todd Farrell and Michael G. Malone. These agreements provide for the payment of severance benefits equal to three times such executive officer’s annual base salary and cash bonus in the event of the termination of such executive officer’s employment under certain circumstances following a “change in control” of Summit or a “combination transaction” involving a consolidation or merger. The merger with Camden will be considered a “change in control” for purposes of the executive severance agreements. The benefits payable under the terms of the executive severance agreements are subject to

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reduction by the amount of any severance benefits payable under applicable employment agreements. The severance payment that will be made to each senior executive officer, as a result of the merger, is approximately: $3,915,000 to Mr. LeBlanc, $2,632,500 to Mr. Schwarz, $2,163,000 to Mr. Adzema, $1,425,600 to Mr. Downey, $1,557,600 to Mr. Ell, $1,620,000 to Mr. Farrell and $1,216,800 to Mr. Malone.

     Retention Bonus Agreements. Summit is party to retention bonus agreements providing for the payment of retention bonuses of $3,800,000, $1,950,000, $1,000,000, $950,000, $950,000, $950,000 and $400,000 to Messrs. LeBlanc, Schwarz, Adzema, Downey, Ell, Farrell and Malone, respectively, provided such executive officer is still employed by Summit eleven months following a “change in control” of Summit, or such executive officer’s employment terminates under certain circumstances within six months before or eleven months after a “change in control” of Summit. The merger with Camden will be considered a “change in control” for purposes of the retention bonus agreements.

     Under the terms of the respective agreements, the retention bonuses would be payable to the executive officers in December 2005. However, if the executive officer’s employment is terminated under certain circumstances before that date, the retention bonus will be payable in any event, no later than, 11 months after the change in control.

     Employment Agreements. Summit also has entered into employment agreements with Messrs. LeBlanc, Schwarz, Adzema, Downey, Ell, Farrell and Malone.

     Under the terms of Summit’s employment agreement with Mr. LeBlanc, if Mr. LeBlanc’s employment is terminated either by Summit without “cause” or by Mr. LeBlanc for “cause” (each as defined in his employment agreement) during the original term or any extended term of his employment agreement, Mr. LeBlanc will be entitled to receive his base salary, as in effect on the date of termination, until the first anniversary of the date of termination. Under such circumstances, Mr. LeBlanc also will be entitled to receive an amount equal to the bonus paid to him in the calendar year immediately preceding such termination of his employment with Summit. It is not expected that Mr. LeBlanc will be paid any additional severance pursuant to his employment agreement in connection with the merger because the amount of the benefits payable to him under his severance agreement (described above) would be offset by any amount paid to him pursuant to his employment agreement.

     The employment agreements with Messrs. Schwarz, Adzema, Downey, Ell, Farrell and Malone do not provide for any severance amounts to be payable upon the termination of their employment with Summit. These executive officers have entered into severance agreements with Summit, however, that entitle them to severance benefits in certain circumstances as described above.

     Each of the executive officers also entered into a noncompetition agreement with Summit, or an employment agreement that includes substantially the same terms as these noncompetition agreements. Subject to certain limited exceptions, the noncompetition agreements prohibit all of the executive officers from engaging in any businesses prior to their termination of employment, other than those of Summit, without the prior written consent of the president of Summit. The noncompetition agreements also prohibit the executive officers for a two-year period following the termination of their employment with Summit, from hiring certain employees of Summit who earn more than $50,000 per year or participating in any efforts to persuade such employees to leave Summit and, for a one-year period following the termination of their employment with Summit, from engaging in any manner, directly or indirectly, in any business which engages or attempts to engage in the acquisition, development, construction, operation, management or leasing of any of Summit’s then existing communities or development or acquisition opportunities. Under the noncompetition agreements, such executive officers are prohibited from disclosing trade secrets and, for prescribed periods, other confidential information of Summit.

     Discretionary Retention Bonus. Summit will, at the discretion of its compensation committee, award additional performance retention bonuses to Messrs. LeBlanc, Schwarz, Adzema, Downey, Ell, Farrell and Malone in an amount not to exceed an aggregate of $2 million.

     Long Term Incentive Plan. Messrs. LeBlanc, Schwarz, Adzema, Downey, Ell and Malone participate in Summit’s performance bonus program, which awards a cash bonus to each executive officer determined by reference

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to Summit’s financial performance as compared to its peers over a three-year period. All unpaid bonuses under this program will become payable in connection with the merger, based on a shortened performance period ending prior to the effective time of the merger. The amounts payable under this program are estimated to be $1,656,000, $1,215,000, $938,000, $580,000, $580,000 and $130,000 to Messrs. LeBlanc, Schwarz, Adzema, Downey, Ell and Malone, respectively. It is expected that these amounts will be paid at or before the effective time of the merger.

     Excise Tax Gross-up Payments. A portion of the payments to be made to Messrs. LeBlanc, Schwarz, Adzema, Downey, Ell, Farrell and Malone in connection with the merger (as described herein) will constitute an “excess parachute payment” under current federal tax laws. Federal tax laws impose a 20% excise tax, payable by the executive, on excess parachute payments. The executives will be reimbursed for the amount of this excise tax and will receive an additional gross-up payment so that, after payment of the excise tax and all income and excise taxes imposed on the reimbursement and gross-up payments, the executive will retain approximately the same net-after tax amounts that he would have retained if there were no 20% excise tax.

     Other Benefits

     Stock Options. The merger agreement provides that, at the effective time of the merger, each outstanding option to purchase shares of Summit common stock whether or not exercisable at the effective time of the merger (and regardless of the exercise price) will be cancelled in exchange for the right to receive a single lump sum cash payment, equal to the product of (x) the number of shares of Summit common stock subject to such option and (y) the excess, if any, of the “option payment” over the exercise price per share of such option. The “option payment” is calculated based on a formula set forth in the merger agreement that takes into account the exchange ratio used to calculate the merger consideration (which is subject to further adjustment as set forth in the merger agreement) and the percentage amount of cash and Camden common shares that are payable in the merger. If the exercise price per share of any such option is equal to or greater than the “option payment,” such option will be canceled without any cash payment being made in respect thereof. Assuming the continued vesting through January 1, 2005, Mr. LeBlanc has options to acquire 589,000 shares of Summit common stock, 428,200 of which are currently exercisable and 160,800 of which are not currently exercisable; Mr. Schwarz has options to acquire 229,000 shares of Summit common stock, 147,200 of which are currently exercisable and 81,800 of which are not currently exercisable; Mr. Adzema has options to acquire 132,400 shares of Summit common stock, 70,400 of which are currently exercisable and 62,000 of which are not currently exercisable; Mr. Downey has options to acquire 112,000 shares of Summit common stock, 57,400 of which are currently exercisable and 54,600 of which are not currently exercisable; Mr. Ell has options to acquire 189,000 shares of Summit common stock, 134,400 of which are currently exercisable and 54,600 of which are not currently exercisable; and Mr. Malone has options to acquire 41,000 shares of Summit common stock, 18,250 of which are currently exercisable and 22,750 of which are not currently exercisable. To the extent that these executive officers still hold such options at the effective time of the merger, the options will become exercisable and converted as described above at the effective time of the merger. In addition, the compensation committee of the Summit board may take action to accelerate the exercisability of certain options held by Summit executive officers prior to the effective time of the merger.

     Acceleration of Restricted Stock and Other Equity-based Awards. The merger agreement also provides that, at the effective time of the merger, all restricted stock and stock awards granted by Summit pursuant to certain performance based stock award agreements will no longer be subject to risk of forfeiture or vesting requirements. All shares of Summit restricted stock and shares of Summit common stock that were subject to performance based stock award agreements will be deemed vested and no longer subject to risk of forfeiture and entitled to the consideration received in the merger. At the time of the execution of the merger agreement, Mr. LeBlanc had 1,248 shares of unvested restricted stock and 35,750 shares of unvested performance based stock, Mr. Schwarz had 936 shares of unvested restricted stock and 17,875 shares of unvested performance based stock, Mr. Adzema had 10,400 shares of unvested performance based stock, Mr. Downey had 218 shares of unvested restricted stock and 10,400 shares of unvested performance based stock, Mr. Ell had 624 shares of unvested restricted stock and 10,400 shares of unvested performance based stock, Mr. Farrell had 9,600 shares of unvested restricted stock, and Mr. Malone had 203 shares of unvested restricted stock and 2,157 shares of unvested performance based stock. In addition, the compensation committee of the Summit board may take action to accelerate the vesting of restricted stock and performance based stock held by Summit executive officers prior to the effective time of the merger.

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     Indemnification and Insurance

     Indemnification. Pursuant to the merger agreement, Camden has agreed that all rights to indemnification existing in favor of, and all limitations on the personal liability of, any present and former director or officer of Summit and any subsidiary of Summit, as provided in the articles of incorporation and bylaws of Summit or similar governing documents of a subsidiary of Summit with respect to matters occurring on or prior to the effective time of the merger will continue from and after the effective time through the sixth anniversary thereof, provided that all rights to indemnification with respect to any claim asserted or made within such period will continue until the final disposition of such claim. Camden has also agreed to indemnify and hold harmless any present and former directors and officers of Summit or any subsidiary of Summit to the extent provided in any written indemnification agreements between such directors and officers and Summit or any subsidiary of Summit. The merger agreement does not preclude any rights to indemnification or limitations on liabilities provided in the Summit articles of incorporation or similar documents of its subsidiaries subsequent to the effective time to the extent the provisions establishing such rights or limitations are not otherwise amended to the contrary.

     Directors’ and Officers’ Insurance. Prior to the effective time of the merger, Summit will purchase a non-cancelable extended reporting period endorsement under Summit’s existing directors’ and officers’ liability insurance coverage for Summit’s directors and officers. The extended coverage will be in the same form presently maintained by Summit, and will provide such directors and officers with coverage for six years following the effective time of the merger. The extended coverage will also have other terms not less favorable to the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by Summit.

     Ownership of Operating Partnership Units

     Two of Summit’s directors, William B. McGuire, Jr. and William F. Paulsen, own a total of 1,216,358 units of limited partnership interest in the Operating Partnership and will have the option to redeem their units for $31.20 in cash per unit or to remain in the Operating Partnership following the merger at a unit valuation equal to .6687 of a Camden common share. If either Messrs. McGuire or Paulsen elects to remain in the Operating Partnership following the merger, he will, in his capacity as a limited partner of the Operating Partnership, enter into a Tax, Asset and Income Support Agreement that will prevent the Operating Partnership from selling protected assets under certain circumstances if the limited partners would recognize a taxable gain in such a disposition. See “The Merger—The Partnership Transaction” below.

     Appointment to Camden Board

     The merger agreement provides that Camden will cause Messrs. McGuire and Paulsen to be appointed to the Camden board effective as of the second business day after the effective time of the merger. Messrs. McGuire and Paulsen will serve on the Camden board until the next annual meeting of Camden shareholders, at which time Messrs. McGuire and Paulsen will be nominated by the Camden board for election at the next annual meeting of Camden shareholders.

The Partnership Transaction

     Substantially all of Summit’s business activities are conducted through the Operating Partnership of which Summit is the sole general partner. After the closing of the merger, the Operating Partnership will continue to exist, Camden Summit will become the general partner of the Operating Partnership and the limited partnership agreement of the Operating Partnership will be amended and restated. Holders of Operating Partnership common units, other than Summit, may elect:

  to redeem their common units for $31.20 in cash per common unit; or

  to remain in the Operating Partnership following the merger, in which event each existing common unit will represent .6687 of a common unit. The holders of common units will have the right, beginning immediately after the merger, to redeem such units; provided that Camden

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    Summit may elect to fulfill such redemption right with Camden common shares or cash equivalent.

     In connection with the merger, Camden and the Operating Partnership has filed a registration statement on Form S-4 to register the common units and the Camden common shares issuable to holders of such units upon redemption. This registration statement will contain a consent solicitation/prospectus soliciting the approval of the merger, which includes the transfer of Summit’s general partnership interest in the Operating Partnership to Camden Summit, and approval of the second amended and restated limited partnership agreement by the holders of at least a majority of the outstanding common units, other than Summit. Two such holders, holding approximately 36.4% of the outstanding units entitled to vote on these proposals, have entered into a voting agreement agreeing to vote their units in favor of such matters.

     The merger will not be completed even if Camden shareholders approve the issuance of Camden common shares pursuant to the merger agreement and Summit stockholders approve the merger agreement and the merger but the required approvals of the limited partners are not obtained.

     If the merger is completed, Camden, Camden Summit, the Operating Partnership and each limited partner who receives new units in the exchange offer, other than Summit, will enter into a Tax, Asset and Income Support Agreement. Under the terms of this agreement, the parties have designated certain assets of the Operating Partnership to be protected assets and the Operating Partnership will agree not to sell, transfer or otherwise dispose of these protected assets or any interest in any of the protected assets prior to the fifteenth anniversary of this agreement unless (i) the Operating Partnership delivers to each Summit limited partner who recognizes a taxable gain in such a disposition a cash payment equal to the sum of (A) the product of the aggregate income or gain recognized by such limited partner multiplied by the federal, state and local income tax rate applicable to such limited partner and (B) a make whole payment that equals the aggregate amount of federal, state and local income tax payable by such limited partner as a result of the payment received pursuant to clause (A) and this clause (B); or (ii) the disposition would not result in a recognition of income or gain by any Summit limited partner. This agreement also provides that after the 15-year protection period, the Operating Partnership will use its best efforts to prevent any income or gain from being recognized by the Operating Partnership with respect to the protected assets.

Merger Financing

     Camden intends to finance the estimated $518.1 million of merger costs, including the approximately $436.5 million cash portion of the merger consideration to be paid to Summit stockholders, under a new $500 million senior unsecured bridge facility, to be entered into before the closing of the merger, and by borrowing the remaining $18.1 million of merger costs under Camden’s existing $500 million credit facility. Camden has received an executed commitment letter from Banc of America Securities LLC and Bank of America, N.A. for the entire $500 million principal amount of the new bridge facility, which will have a term of 364 days from funding and an interest rate of LIBOR plus 90 basis points, which interest rate is subject to certain conditions. Camden Operating, L.P. and certain of Camden’s other subsidiaries will guarantee any outstanding obligation under the bridge facility. At September 30, 2004, Camden had available borrowing capacity under its existing $500 million credit facility of $148.9 million.

The Spin-Off Transaction

     In connection with the merger, Camden expects to form a joint venture and transfer to the joint venture multifamily properties currently owned by Camden with an estimated value of $425 million to $525 million. Camden expects to retain a minority interest in the joint venture and continue to provide property management services for the properties transferred to the joint venture. Camden expects to use a portion of the proceeds from this transaction to repay the bridge facility that will finance the merger costs, including the cash portion of the merger consideration. If the spin-off transaction is not consummated, Camden will need to repay the bridge financing by other means, which may result in Camden incurring increased interest costs on any replacement indebtedness due to higher interest costs of longer-term debt. See “Risk Factors— Camden will need to replace, at or before maturity, a $500 million bridge facility to be used to finance a portion of the cash consideration and merger costs.”

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Regulatory Approvals

     Neither Camden nor Summit is aware of any material federal or state regulatory requirements that must be complied with or approvals that must be obtained by Camden, Camden Summit, Summit or the Operating Partnership in connection with either the merger or the partnership transaction.

Accounting Treatment

     Camden will treat the merger as a purchase for financial accounting purposes. This means that Camden will record the assets acquired and the liabilities assumed at their estimated fair values at the time the merger is completed.

Restrictions on Resales by Affiliates

     The Camden common shares to be issued to Summit stockholders in the merger will be freely transferable under the Securities Act, except for shares issued to any person who may be deemed to be an “affiliate” of Summit within the meaning of Rule 145 under the Securities Act or who will become an “affiliate” of Camden within the meaning of Rule 144 under the Securities Act after the merger. Camden common shares received by persons who are deemed to be Summit affiliates or who become Camden affiliates may be resold by these persons only in transactions permitted by the limited resale provisions of Rule 145 or as otherwise permitted under the Securities Act. Persons who may be deemed to be affiliates of Summit generally include individuals or entities that, directly or indirectly through one or more intermediaries, control, are controlled by or are under common control with Summit and may include officers, directors and principal stockholders of Summit. All Summit stockholders who may be deemed to be affiliates of Summit will be so advised before the closing of the merger.

     Under the merger agreement, Summit will use its reasonable best efforts to obtain an affiliate agreement from each affiliate of Summit as soon as practicable, but in any event prior to the special meetings, pursuant to which each Summit affiliate will agree not to sell, transfer, pledge or otherwise dispose of any of the Camden common shares received in the merger in violation of the Securities Act or the rules and regulations promulgated under the Securities Act. Generally, this will require that all sales be made in accordance with Rule 145 under the Securities Act, which in turn requires that, for specified periods, sales be made in compliance with the volume limitations, manner of sale provisions and current information requirements of Rule 144 under the Securities Act.

     Camden has the right to place legends on the certificates evidencing Camden common shares issued to Summit affiliates in the merger summarizing the foregoing restrictions until a sale, transfer, pledge or other disposition of the Camden common shares represented by these certificates has been registered under the Securities Act or is made in compliance with Rule 145 under the Securities Act.

     Persons who are not affiliates of Summit generally may sell their Camden common shares without restrictions and without delivering this joint proxy statement/prospectus.

No Dissenters’ Appraisal Rights

     Summit is organized under Maryland law. Under the Maryland General Corporation Law, because shares of Summit common stock were listed on a national securities exchange on the record date for the Summit special meeting, Summit common stockholders have no rights to dissent and receive the appraised value of their shares in the merger. Following the merger, Camden shareholders will continue to own their Camden common shares and, accordingly, will have no rights to an appraisal of their shares under Texas law.

Litigation Relating to the Merger

     On October 6, 2004, a purported class action complaint was filed in the General Court of Justice, Superior Court Division, of the State of North Carolina, County of Mecklenburg, by an alleged Summit stockholder. This complaint names as defendants Camden, Summit and each member of the Summit board and principally alleges that the merger and the acts of the Summit directors constitute a breach of the Summit defendants’ fiduciary duties to

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Summit stockholders. The plaintiff in the lawsuit seeks, among other things (1) a declaration that each defendant has committed or aided and abetted a breach of fiduciary duty to the Summit stockholders, (2) to preliminarily and permanently enjoin the merger, (3) to rescind the merger in the event that it is consummated, (4) an order to permit a stockholders’ committee to ensure an unspecified “fair procedure, adequate procedural safe-guards and independent input by plaintiff” in connection with any transaction for Summit shares, (5) unspecified compensatory damages and (6) attorneys’ fees. On November 3, 2004, Camden removed the lawsuit to the United States District Court for the Western District of North Carolina, Charlotte Division, and filed an Answer and Counterclaim for declaratory judgment denying the plaintiff’s allegations of wrongdoing.

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THE MERGER AGREEMENT

     The following is a summary of the material provisions of the merger agreement, as amended, but does not describe all of the provisions of the merger agreement. The full text of the merger agreement, as amended, is attached to the back of this joint proxy statement/prospectus as Annex A and is incorporated by reference into this joint proxy statement/prospectus. We urge you to read the merger agreement in its entirety because it is the legal document that governs the merger.

Closing; Effective Time of the Merger

     The merger agreement provides for the merger of Summit with and into Camden Summit, a wholly owned subsidiary of Camden. Camden Summit will be the surviving corporation in the merger and will remain a wholly owned subsidiary of Camden and Summit will cease to exist.

     The closing of the merger will occur no later than the second business day after the satisfaction or waiver of the conditions set forth in the merger agreement or at such other date as mutually determined by Camden, Camden Summit and Summit. In no event will the closing occur prior to January 4, 2005. If the issuance of Camden common shares pursuant to the merger agreement is approved by Camden shareholders, the merger agreement and the merger are approved by Summit stockholders and the requisite approvals of the limited partners of the Operating Partnership are obtained and the other conditions to the merger have been satisfied or waived, Camden and Summit currently expect to complete the merger promptly following the receipt of such approvals.

     As soon as practicable after all conditions to the closing of the merger are satisfied or waived, Camden Summit and Summit will execute and file a certificate of merger with the Secretary of State of the State of Delaware and articles of merger with the State Department of Assessments and Taxation of the State of Maryland. The merger will be effective upon the later of the time that both the certificate of merger and the articles of merger have been accepted for record by the Secretary of State of the State of Delaware or the State Department of Assessments and Taxation of the State of Maryland, as applicable, or such later time as may be specified in such filings not to exceed 30 days after either document has been accepted for record.

Merger Consideration

     If the merger is completed, each share of Summit common stock issued and outstanding prior to the effective time of the merger (other than shares owned by Summit, any subsidiary of Summit, Camden, Camden Summit or any other wholly owned subsidiary of Camden, which will be canceled) will be converted into the right to receive, at the election of the holder, either the cash consideration or the share consideration described below, subject to reallocation in the limited circumstances described below under “—Reallocation of Stockholder Elections.” Upon conversion of the outstanding Summit common stock into the merger consideration, the Summit common stock will be canceled and retired and will cease to exist.

     Summit stockholders may specify different elections with respect to different shares held by such stockholders. For example, a stockholder with 100 shares could make a cash election with respect to 30 shares and a share election with respect to the other 70 shares.

     The value of the merger consideration that a Summit stockholder receives in the merger may vary depending on whether a Summit stockholder elects to receive Camden common shares or cash. The value of the cash portion of the merger consideration is fixed at $31.20 for each share of Summit common stock. The value of the share consideration is not fixed and will depend upon the value of .6687 of a Camden common share upon completion of the merger. See the section of this joint proxy statement/prospectus entitled “Summary—The Merger—Merger Consideration.”

     Cash Election. If you are a Summit stockholder who makes a valid cash election you will have the right to receive in exchange for each share of Summit common stock for which you made a valid cash election, $31.20 in cash. The amount of cash to be paid in the merger is fixed and as a result, even if you make a cash election, you may nevertheless receive a mix of shares and cash.

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     Share Election. If you are a Summit stockholder who makes a valid share election you will have the right to receive in exchange for each share of Summit common stock for which you have made a valid share election .6687 of a Camden share. The .6687 exchange ratio may be increased in certain limited circumstances as described below under “—Summit Price-Based Termination Right.” The amount of cash to be paid in the merger is fixed and as a result, even if you make a share election, you may nevertheless receive a mix of shares and cash.

     No Election. If you make no election to receive cash or Camden common shares in the merger, or do not make a valid election, you will be deemed not to have made an election. Summit stockholders not making an election will receive cash, Camden common shares or a mixture of cash and Camden common shares, based on what is available after giving effect to the valid elections made by other Summit stockholders, as well as the reallocation described below.

     No Fractional Shares. Holders of Summit common stock that receive the share consideration will not receive certificates or scrip representing fractional Camden common shares. Instead, each holder of Summit common stock otherwise entitled to a fractional share interest in Camden will be paid an amount in cash, without interest, rounded to the nearest whole cent, determined by multiplying:

  the average closing prices of a Camden common share on the NYSE for the five trading days immediately preceding the effective time of the merger, by

  the fraction of the Camden common share that such holder of Summit common stock would otherwise be entitled to receive.

Reallocation of Stockholder Elections

     The total amount of cash that will be paid in the merger, which we refer to as the aggregate cash consideration, is fixed at approximately $436.5 million, subject to increase only if the number of shares of Summit common stock outstanding at the effective time of the merger increases. For example, if the number of outstanding shares of Summit common stock has increased by 10,000 shares then the aggregate cash consideration will increase by approximately $138,000. Therefore, the cash and share elections are subject to reallocation to preserve this limitation on the cash that will be paid by Camden in the merger. As a result, even if you make a cash election or a share election, you may nevertheless receive a mix of cash and shares.

     Reallocation if Too Little Cash is Elected. Cash may be paid to Summit stockholders who make share elections if the number of cash election shares times $31.20 is less than the aggregate cash consideration. In this event:

  each Summit stockholder making a cash election will receive merger consideration consisting of cash;

  each Summit stockholder that has not made an election will be deemed to have made a cash election and will receive merger consideration consisting of cash to the extent necessary to have the total number of cash election shares times $31.20 equal the aggregate cash consideration, and if less than all of the non-election shares need to be treated as cash election shares, then the exchange agent will select on a pro rata basis which non-election shares will be treated as cash election shares, and all remaining non-election shares will be treated as share election shares and will receive merger consideration consisting of Camden common shares;

  if all Summit stockholders that have not made an election are deemed to have made a cash election, and the total number of cash election shares (including any non-election shares treated as cash election shares) times $31.20 remains less than the aggregate cash consideration, then the exchange agent will convert on a pro rata basis a sufficient number of share election shares into cash election shares such that the sum of the cash election shares (including any non-election shares treated as cash election shares) plus such reallocated shares times $31.20 equals the

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    aggregate cash consideration, and Summit stockholders holding such reallocated shares will receive merger consideration consisting of cash; and

  each Summit stockholder making a share election, other than with respect to shares reallocated as set forth in the preceding paragraph, will receive merger consideration consisting of Camden common shares.

     Reallocation if Too Much Cash is Elected. Camden common shares may be issued to Summit stockholders who make cash elections if the number of cash election shares times $31.20 exceeds the aggregate cash consideration. In this event:

  each Summit stockholder making a share election or non-election will receive merger consideration consisting of Camden common shares;

  the exchange agent will convert on a pro rata basis a sufficient number of cash election shares into share election shares such that the number of remaining cash election shares times $31.20 equals the aggregate cash consideration, and stockholders holding such reallocated shares will receive merger consideration consisting of Camden common shares; and

  each Summit stockholder making a cash election, other than with respect to shares reallocated as share election shares as set forth in the preceding paragraph, will receive merger consideration consisting of cash.

Treatment of Summit Stock Options and Restricted Stock

     Each Summit stock option outstanding under any Summit employee stock option or compensation plan or arrangement, whether or not exercisable and regardless of the exercise price, will be cancelled as of the effective time of the merger in exchange for the right to receive at the effective time of the merger an amount in cash equal to the number of shares of Summit common stock subject to the Summit stock option multiplied by the excess, if any, of the option payment, as defined below, over the exercise price.

     “The option payment” means the sum of:

  $13.8057; plus

  the product of the Average Camden Share Price times the exchange ratio times the quotient of (a) the Aggregate Share Consideration Value, as defined below, divided by (b) the sum of the aggregate cash consideration plus the Aggregate Share Consideration Value.

     The “Aggregate Share Consideration Value” means the total number of shares of Summit common stock to be exchanged for Camden common shares (after giving effect to any reallocation) multiplied by the exchange ratio multiplied by the Average Camden Share Price.

     If the exercise price of a Summit stock option is equal to or greater than the option payment, such option will be cancelled without any cash payment being made in respect thereof.

     All Summit restricted stock awards granted under any Summit employee stock option or compensation plan or arrangement will become fully vested immediately prior to the closing of the merger and all shares of Summit common stock that are subject to a restricted stock award will be considered outstanding shares of Summit common stock for all purposes under the merger agreement, including the receipt of merger consideration.

Election and Exchange Procedures

     The conversion of Summit common stock into the right to receive the merger consideration will occur automatically at the effective time of the merger. Summit stockholders who surrender their stock certificates and

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complete election forms prior to the election deadline will receive the merger consideration allocated to them as soon as reasonably practicable following completion of the reallocation procedures, American Stock Transfer & Trust Company, in its capacity as exchange agent, will complete the reallocation by the later of the effective time of the merger or seven days after the election deadline.

     Election Form. All elections must be made on the election form containing a letter of transmittal that is included with this joint proxy statement/prospectus. Summit will use its reasonable efforts to make the election form and this joint proxy statement/prospectus available to all persons who become holders of shares of Summit common stock between the record date and the election deadline, which is 5:00 p.m., Eastern Time, on             , 2005.

     Each election form will allow a Summit stockholder to make a cash election or a share election. Holders of Summit common stock who wish to elect the type of merger consideration they will receive in the merger should carefully review and follow the instructions set forth on the election form. Summit stockholders who hold their shares in “street name” should follow their broker’s instructions for making an election with respect to such shares. Shares of Summit common stock as to which the holder has not made a valid election prior to the election deadline will be treated as though such Summit stockholder has not made an election.

     If you are a Summit stockholder, to make an election, you must submit a properly completed election form, together with your stock certificates, so that it is actually received by the exchange agent prior to the election deadline in accordance with the instructions on the election form.

     An election form will be properly completed only if accompanied by certificates representing all your shares of Summit common stock covered by the election form (or appropriate evidence as to the loss, theft or destruction, appropriate evidence as to the ownership of that certificate by the claimant, and appropriate and customary indemnification, as described in the election form). If you cannot deliver your stock certificates to the exchange agent by the election deadline, you may deliver a notice of guaranteed delivery promising to deliver your stock certificates, as described in the form of election, so long as (1) the guarantee of delivery is from a firm which is a member of the NYSE or another registered national securities exchange or a commercial bank or trust company having an office in the United States and (2) the actual stock certificates are in fact delivered to the exchange agent within three NYSE trading days of the execution of the guarantee.

     Generally, an election may be revoked or changed, but only by written notice received by the exchange agent prior to the election deadline. If you revoke your election and do not resubmit a properly completed election form prior to the election deadline, your shares of Summit common stock will be deemed non-election shares. If an election is revoked, or the merger agreement is terminated, and any certificates have been transmitted to the exchange agent, the exchange agent will promptly return those certificates to the stockholder who submitted those certificates via first-class mail or, in the case of shares of Summit common stock tendered by book-entry transfer, into the exchange agent’s account at the Depository Trust Company, or DTC, by crediting to an account maintained by such stockholder within DTC promptly following the termination of the merger or revocation of the election.

     Summit stockholders will not be entitled to revoke their elections following the election deadline. In the event that there is a delay between the election deadline and the date of closing the merger, stockholders who have made elections will be unable to revoke their elections or sell their shares of Summit common stock.

     Shares of Summit common stock as to which the holder has not made a valid election prior to the election deadline, including as a result of revocation, will be deemed non-election shares. If Camden or the exchange agent determines that any purported cash election or share election was not properly made, the purported election will be deemed to be of no force or effect and the holder making the purported election will be deemed not to have made an election for these purposes, unless a proper election is subsequently made on a timely basis.

     Even if you have no preference, it is suggested that you return your election form with your stock certificates prior to the election deadline indicating that you have no preference so that you may receive the merger consideration allocable to you promptly following completion of the exchange procedures after the closing of the merger.

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     Letter of Transmittal. As soon as practicable after the closing of the merger, the exchange agent will send a letter of transmittal to only those persons who were Summit stockholders at the effective time of the merger and who have not previously submitted an election form and properly surrendered shares of Summit common stock to the exchange agent. This mailing will contain instructions on how to surrender shares of Summit common stock (if these shares have not already been surrendered) in exchange for the merger consideration the holder is entitled to receive under the merger agreement.

     Until you surrender your Summit common stock certificates for exchange, you will accrue, but will not be paid, any dividends or other distributions declared after the effective time with respect to Camden common shares into which any of your shares of Summit common stock may have been converted. When you surrender your certificates, Camden will pay to you any unpaid dividends or other distributions, without interest. After the effective time, there will be no transfers on the stock transfer books of Summit of any shares of Summit common stock. Any certificates representing shares of Summit common stock not tendered to the exchange agent before the election deadline will be deemed to evidence the right to receive merger consideration and the right to receive any dividend or other distribution, if any, with respect to Summit common stock with a record date occurring prior to the effective time of the merger.

     If a certificate for Summit common stock has been lost, stolen or destroyed, the exchange agent will issue the consideration properly payable under the merger agreement upon receipt of an affidavit claiming the certificate to be lost, stolen or destroyed by the stockholder of record, the posting of a bond in such amount as Camden or the exchange agent may reasonably direct as indemnity against any claim that may be made against Camden or the exchange agent with respect to the certificate, and submission of any other documents necessary to effect the exchange of the shares represented by the certificate.

Representations and Warranties of Camden, Camden Summit and Summit

     The merger agreement contains customary representations and warranties by Camden, Camden Summit, and Summit relating to, among other things:

  due organization and good standing;

  authorization to enter into the merger agreement and to consummate the merger and enforceability of the merger agreement;

  the absence of restrictions on or impediments to the merger as a result of state anti-takeover statutes;

  capitalization;

  required governmental and third-party consents;

  compliance with SEC reporting requirements;

  no material legal proceedings;

  absence of certain changes since December 31, 2003;

  tax matters, including qualification as a REIT;

  real property;

  environmental matters;

  appropriate funding of employee benefit plans and compliance with applicable regulations;

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  labor and employment matters;

  brokers’ and finders’ fees;

  required shareholder, stockholder and/or limited partner approvals, as applicable;

  contracts and debt instruments; and

  the accuracy and completeness of the information contained in the registration statement and this joint proxy statement/prospectus, which is part of the registration statement, and the solicitation materials submitted to the limited partners of the Operating Partnership.

     In addition to the representations and warranties made by Camden, Camden Summit, and Summit, the merger agreement also contains additional representations and warranties made by Summit relating to, among other things:

  action by the Summit board to render Summit’s stockholders rights plan inapplicable to the merger agreement and the merger and to terminate such plan immediately before the closing of the merger; and

  the amounts payable to employees, officers and directors as a result of the merger or a termination of service after the merger.

     The merger agreement contains additional representations and warranties made by Camden and Camden Summit, relating to, among other things, the receipt of a financing commitment letter.

Conduct of Business Pending the Merger

     Summit. Pending closing of the merger and subject to certain exceptions, including the consent of Camden, Summit has agreed to, and to cause its subsidiaries to:

  use commercially reasonable efforts to carry on their respective businesses in the usual, regular and ordinary course, consistent with past practice; and

  use their commercially reasonable efforts to preserve intact their present business organizations, keep available the services of their present officers and employees and preserve their relationships with customers, suppliers and others having business dealings with them.

     In addition, pending closing of the merger, and subject to certain exceptions, including the consent of Camden, Summit agreed that neither it nor any of its subsidiaries would take certain actions, including the following:

  split, combine or reclassify any capital shares or declare, set aside or pay any dividend or other distribution except for, among other things, its regular, quarterly cash dividend at a rate not in excess of $0.3375 per share of Summit common stock;

  authorize for issuance, issue or sell equity securities;

  acquire, sell, lease, encumber, transfer or dispose of any material assets outside of the ordinary course of business;

  except in the ordinary course of business pursuant to existing credit facilities, incur or guaranty indebtedness, issue or sell debt securities, make any loans, advances or capital contributions,

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    mortgage, pledge or otherwise encumber any material assets, or create or suffer any material lien thereupon, in excess of $1,000,000 individually or $5,000,000 in the aggregate;

  except pursuant to any mandatory payments under any existing credit facilities, pay, discharge or satisfy any claims, liabilities or obligations, other than in the ordinary course of business consistent with past practice;

  change any accounting principle or practice except as required by GAAP;

  except as required by law, enter into, adopt, amend or terminate any employee benefit plans or arrangements with directors or executive officers, or except for normal increases in the ordinary course of business consistent with past practice, increase the compensation or fringe benefits of any non-executive officer or employee or pay any benefit not required by any existing employee benefit plan;

  grant to any officer, director or employee the right to receive any new severance, change of control or termination pay or termination benefits, grant any increase in the right to receive any such pay or benefits or enter into any new employment, loan, retention, consulting, indemnification, termination, change of control, severance or similar agreement with any officer, director or employee, other than the grant of compensation and fringe benefits to any newly hired non-executive officer or employee, except that Summit may accelerate the vesting and/or the payment of any existing benefits or awards and/or make any amendments to existing benefits, agreements or award in order to facilitate such accelerated vesting and/or payments;

  amend its articles of incorporation or bylaws or similar organizational or governance documents;

  adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or a dissolution, merger, consolidation, restructuring, recapitalization or reorganization;

  settle or compromise any litigation other than settlements or compromises for litigation where the amount paid (after giving effect to insurance proceeds actually received) in settlement or compromise does not exceed $500,000;

  amend any term of any outstanding security;

  other than in the ordinary course of business, modify or amend any material contract or waive, release or assign any material rights or claims under any such material contract; or

  make any equipment purchases or capital expenditures other than in the ordinary course of business and consistent with past practice.

     Camden. Pending closing of the merger and subject to certain exceptions, including the consent of Summit, Camden has agreed to, and to cause its subsidiaries to:

  use commercially reasonable efforts to carry on their respective businesses in the usual, regular and ordinary course, consistent with past practice; and

  use their commercially reasonable efforts to preserve intact their present business organizations, keep available the services of their present officers and employees and preserve their relationships with customers, suppliers and others having business dealings with them.

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     In addition, pending closing of the merger, and subject to certain exceptions, including the consent of Summit, Camden agreed that neither it nor any of its subsidiaries would take certain actions, including the following:

  split, combine or reclassify any capital shares or declare, set aside or pay any dividend or other distribution except for, among other things, its regular, quarterly cash dividend in an amount not in excess of $0.635 per Camden common share;

  authorize for issuance, issue or sell equity securities;

  except for, among other things, acquisitions and dispositions of real property with an aggregate net sale price of less than $250 million, acquire, sell, lease, encumber, transfer or dispose of any material assets outside of the ordinary course of business;

  except in the ordinary course of business pursuant to existing credit facilities, incur or guaranty indebtedness, issue or sell debt securities, make any loans, advances or capital contributions, mortgage, pledge or otherwise encumber any material assets, or create or suffer any material lien thereupon, in excess of $1,000,000 individually or $5,000,000 in the aggregate;

  change any accounting principle or practice except as required by GAAP;

  amend its declaration of trust or bylaws or similar organizational or governance documents;

  adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or a dissolution, merger, consolidation, restructuring, recapitalization or reorganization; or

  amend any term of any outstanding security.

Pre-Merger Dividends

     The merger agreement provides that prior to the closing date, Summit will declare and pay a dividend to its stockholders distributing cash in an amount necessary for Summit to qualify as a REIT for the year that the merger occurs and to avoid to the extent reasonably possible the incurrence of income or excise tax by Summit.

     The merger agreement also provides that Summit and Camden will coordinate the declaration, record and payment dates of any dividends in respect of their respective common shares, it being the intention of the parties that the holders of Camden common shares or Summit common stock not receive more than one dividend, or fail to receive one dividend, for any single calendar quarter with respect to the shares they currently own and any Camden common shares received in the merger. Accordingly, Camden and Summit may pay pro rata cash dividends in the quarter in which the closing of the merger occurs as authorized by their respective boards.

No Solicitation by Summit

     The merger agreement provides that Summit will terminate any ongoing discussions or negotiations with any parties relating to any “Acquisition Proposal,” as defined below, and, except as permitted by the merger agreement, will not, and will not authorize any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant, or other representative, to:

  solicit, initiate or encourage (including by way of furnishing non-public information) any inquiries with respect to an Acquisition Proposal or the making of a proposal that constitutes an Acquisition Proposal; or

  participate in any discussions or negotiations regarding an Acquisition Proposal.

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     However, at any time prior to the approval of the merger by Summit’s stockholders, if Summit receives a bona fide Acquisition Proposal that was unsolicited or that did not otherwise result from Summit’s breach of the no solicitation provisions of the merger agreement, Summit may furnish non-public information with respect to it and its subsidiaries to the person who made such Acquisition Proposal and may participate in discussions and negotiations regarding such Acquisition Proposal if:

  the Summit board determines in good faith, after consultation with outside counsel, that failure to do so would be reasonably likely to be inconsistent with its duties to Summit or its stockholders under applicable law; and

  the Summit board determines that such Acquisition Proposal is reasonably likely to lead to a Superior Proposal, as defined below.

     The merger agreement provides that Summit must promptly notify Camden of Summit’s receipt of any Acquisition Proposal or any inquiry with respect to an Acquisition Proposal by the person who made such Acquisition Proposal and of the material terms and conditions of such Acquisition Proposal. The merger agreement also provides that Summit must provide to Camden copies of any written Acquisition Proposal as soon as practicable after receipt of delivery of such Acquisition Proposal. Summit is not required to disclose to Camden the identity of the person making any Acquisition Proposal and, except as otherwise provided in the merger agreement, has no duty to notify or update Camden on the status of discussions or negotiations between Summit and such person.

     Subject to the provisions of the merger agreement relating to the payment of the termination fee, prior to the approval of the merger by the Summit stockholders, the Summit board may not:

  withdraw or modify, in a manner material and adverse to Camden or Camden Summit, Summit’s approval or recommendation of the merger;

  approve or recommend an Acquisition Proposal to its stockholders; or

  cause Summit to enter into any definitive agreement with respect to an Acquisition Proposal,

unless, in each case, a Superior Proposal, as defined below, has been made and the Summit board determines in good faith, after consultation with outside counsel, that failure to take such action would be reasonably likely to be inconsistent with its duties to Summit or its stockholders under applicable law. If the Summit board makes such a determination, Summit may enter into a definitive agreement to effect a Superior Proposal, but not prior to 48 hours after Summit has provided Camden with written notice as specified in the merger agreement.

     An “Acquisition Proposal” means any proposal or offer, other than the merger with Camden, for any:

  merger, consolidation or similar transaction involving Summit, the Operating Partnership or any significant subsidiary, as defined in the merger agreement, of Summit;

  sale, lease or other disposition, directly or indirectly, by merger, consolidation, share exchange or otherwise, of any assets of Summit or its subsidiaries representing 20% or more of the consolidated assets of Summit and its subsidiaries;

  issue, sale or other disposition of (including by way of merger, consolidation, share exchange or any similar transaction) securities (or options, rights or warrants to purchase, or securities convertible into, such securities) representing 20% or more of the votes associated with the outstanding securities of Summit;

  tender offer or exchange offer in which any person or group acquires beneficial ownership, or the right to acquire beneficial ownership, of 20% or more of the outstanding shares of Summit common stock or outstanding equity interest of the Operating Partnership;

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  recapitalization, restructuring, liquidation, dissolution, or other similar type of transaction with respect to Summit or the Operating Partnership; or

  transaction which is similar in form, substance or purpose to any of the foregoing transactions.

     A “Superior Proposal” means an Acquisition Proposal (substituting for purposes of such definition 50% for 20%) which the Summit board believes is more favorable to the stockholders of Summit than the merger with Camden, taking into account all of the terms and conditions of such Acquisition Proposal, including the financial terms, any conditions to consummation and the likelihood of such Acquisition Proposal being consummated.

Indemnification; Directors’ and Officers’ Insurance

     Under the merger agreement, Camden and Camden Summit will indemnify and hold harmless, as and to the full extent permitted by applicable law, each former and current director, officer, employee, fiduciary or agent of Summit and of its subsidiaries against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, based in whole or in part, or arising in whole or in part out of, or pertaining to:

  the fact that he or she is or was a director, officer, employee, fiduciary or agent of Summit or any of its subsidiaries or is or was serving at the request of Summit or any of its subsidiaries as a director, officer, employee, fiduciary or agent of another corporation, joint venture, trust or other enterprise; or

  the negotiation, execution or performance of the merger agreement, any agreement or document contemplated by the merger agreement or delivered in connection therewith, or any of the transactions contemplated by the merger agreement.

     After the closing of the merger, Camden and Camden Summit will be obligated to promptly pay and advance expenses in advance of the final disposition of any such claim, suit, proceeding or investigation to each such indemnified party to the full extent permitted by law.

     Camden also agreed to purchase prior to the effective time of the merger a non-cancelable extended reporting period endorsement under Summit’s existing directors’ and officers’ liability insurance coverage for Summit’s directors and officers in the same form as presently maintained by Summit, which will provide such directors and officers with coverage for six years of not less than the existing coverage under, and have other terms not less favorable to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by Summit.

Conditions to the Closing of the Merger

     Conditions to each Party’s Obligations to Effect the Merger. The respective obligations of each party to complete the merger is subject to the fulfillment or waiver of a number of conditions, including the following:

  the receipt of the requisite approvals of Camden shareholders, Summit stockholders and limited partners of the Operating Partnership;

  the registration statement of which this joint proxy statement/prospectus forms a part having become effective and no stop order or proceedings by the SEC seeking a stop order having been entered or pending;

  the listing of the Camden common shares to be issued in the merger and the Camden common shares reserved for issuance upon redemption of the Operating Partnership units on the NYSE;

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  the receipt of all required governmental consents and approvals necessary to complete the merger; and

  the absence of any court or other governmental order preventing the merger.

     In addition, Camden’s obligation to complete the merger is subject to, among other things:

  the accuracy, as of the closing, of the representations and warranties made by Summit to the extent set forth in the merger agreement;

  the performance in all material respects by Summit of all of its obligations under the merger agreement to be performed by it prior to the merger;

  the receipt of an opinion of Summit’s outside counsel as to Summit’s qualification as a REIT under the Internal Revenue Code; and

  the lack of any event, change or circumstance that, individually or in the aggregate, has a material adverse change, as defined in the merger agreement, on Summit.

     In addition, Summit’s obligation to complete the merger is subject to, among other things:

  the accuracy, as of the closing, of the representations and warranties made by Camden to the extent set forth in the merger agreement;

  the performance in all material respects by Camden of all of its obligations under the merger agreement to be performed by it prior to the merger;

  the receipt of an opinion of Summit’s outside counsel to the effect that the merger will qualify as a reorganization for U.S. federal income tax purposes;

  the receipt of an opinion of Camden’s outside counsel as to Camden’s qualification as a REIT under the Internal Revenue Code and Camden’s ability to continue to so qualify after the merger;

  the lack of any event, change or circumstance that, individually or in the aggregate, has a material adverse change, as defined in the merger agreement, on Camden; and

  the receipt by Camden of the financing necessary to satisfy any and all of Camden’s or Camden Summit’s obligations under or arising out of the merger agreement.

Termination of the Merger Agreement

     Camden or Summit may terminate the merger agreement, whether before or after the required shareholder and partner approvals are obtained, if:

  Summit stockholders do not approve the merger agreement and the merger or the limited partners of the Operating Partnership, other than Summit, do not approve the merger and the second amended and restated limited partnership agreement of the Operating Partnership;

  Camden shareholders do not approve the issuance of Camden common shares in the merger;

  a final, non-appealable judgment or governmental order is issued prohibiting the closing of the merger; or

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  the merger is not completed by March 31, 2005, provided that neither Camden nor Summit may terminate the merger agreement if its breach is the reason that the merger is not completed by that date.

     Camden also may terminate the merger agreement:

  if Summit breaches or fails to perform in any material respect any of its representations, warranties or covenants contained in the merger agreement, which breach or failure to perform would give rise to a failure of the related condition to the closing of the merger and such condition would be incapable of being satisfied by March 31, 2005; or

  if the Summit board:

  fails to include a recommendation in this joint proxy statement/prospectus that the Summit stockholders vote in favor of the merger agreement and the merger;

  withdraws, modifies or changes, or proposes or announces any intention to withdraw, modify or change, in any manner material and adverse to Camden, such recommendation; or

  approves or recommends, or announces any intention to approve or recommend, any Acquisition Proposal.

     Summit also may terminate the merger agreement:

  if Camden breaches or fails to perform in any material respect any of its representations, warranties or covenants contained in the merger agreement, which breach or failure to perform would give rise to a failure of the related condition to the closing of the merger and such condition would be incapable of being satisfied by March 31, 2005;

  if, as of the date that this joint proxy statement/prospectus is first mailed to Summit stockholders through the closing date, Camden fails to have the financing necessary to satisfy any and all of Camden’s or Camden Summit’s obligations arising under or out of the merger agreement; or

  in connection with entering into a definitive agreement to effect a Superior Proposal so long as Summit has provided Camden with at least 48 hours prior written notice of Summit’s decision to so terminate, such termination is not effective until such time as the $50 million termination fee is made by Summit and Summit is not then in material breach of the no solicitation provisions contained in the merger agreement.

     Camden and Summit also may mutually agree to terminate the merger agreement.

Summit Price-Based Termination Right

     In addition to the termination rights described above, Summit may also terminate the merger agreement if:

  as of the third business day, referred to as the Determination Date, before the later of January 4, 2005 and the business day immediately following obtaining Camden shareholder and Summit stockholder and limited partner approvals, the average of the closing prices of Camden common shares for the 14 consecutive trading days ending on the business day immediate prior to the Determination Date, discarding the two highest and two lowest closing prices and averaging the remaining closing prices, which we refer to in this joint proxy statement/prospectus as the Average Camden Share Price, is less than $39.31;

  Summit notifies Camden of Summit’s intention to terminate the merger agreement; and

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  within one business day of receipt of such notice, Camden has not delivered written notice to Summit agreeing to increase the exchange ratio such that, as of the closing date, the product of the number of shares of Summit common stock that convert into the right to receive share consideration times the exchange ratio of .6687 times the Average Camden Share Price will be equal to the product of the number of shares of Summit common stock that convert into the right to receive the share consideration times the exchange ratio times $39.31.

Termination Fee and Termination Expenses

     Summit has agreed to pay to Camden a termination fee of $50 million if the merger agreement is terminated:

  by Summit under the limited circumstances described above where it is permitted to terminate the merger agreement in connection with entering into a definitive agreement to effect a Superior Proposal; or

  by Camden under the limited circumstances described above where the Summit board fails to include a recommendation in this joint proxy statement/prospectus that the Summit stockholders vote in favor of the merger agreement and the merger, withdraws, modifies or changes, or proposes or announces any intention to withdraw, modify or change, in any manner material and adverse to Camden, such recommendation or approves or recommends, or announces any intention to approve or recommend, any Superior Proposal.

     Under the merger agreement, Summit and Camden also may become obligated to reimburse the other party’s documented, reasonable out-of-pocket costs and expenses incurred by the other party in connection with the entering into of the merger agreement and the carrying out of acts contemplated thereunder as follows:

  Camden will so reimburse Summit if the merger agreement is terminated:

  by Summit or Camden if the Camden shareholders do not approve the issuance of Camden common shares in the merger; or

  by Summit under the limited circumstances described above where Camden breaches or fails to perform in any material respect any of its representations, warranties or covenants contained in the merger agreement; and

  Summit will so reimburse Summit if the merger agreement is terminated:

  by Summit or Camden if the Summit stockholders do not approve the merger agreement and the merger or the limited partners of the Operating Partnership, other than Summit, do not approve the merger or the second amended and restated limited partnership agreement of the Operating Partnership; or

  by Camden under the limited circumstances described above where Summit breaches or fails to perform in any material respect any of its representations, warranties or covenants contained in the merger agreement.

     The payment of expenses is not an exclusive remedy, but is in addition to any other rights or remedies available to the parties at law or in equity.

Amendment and Waiver

     The merger agreement provides that, subject to compliance with applicable law, Camden, Camden Summit and Summit may agree in writing to amend the merger agreement at anytime. However, after the time of approval of the merger agreement by the Camden shareholders and the Summit stockholders, there may not be any

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amendment of the merger agreement that by law expressly requires the further approval of such shareholders and/or stockholders without obtaining such further approval. If the merger agreement is amended after the mailing of this joint proxy statement/prospectus and your vote is required to make such amendment, we will resolicit your vote.

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MATERIAL FEDERAL INCOME TAX CONSEQUENCES

     The following is a summary of the material United States federal income tax consequences of the merger generally applicable to Camden, Summit, shareholders of Camden and stockholders of Summit who are “United States persons” as defined for United States federal income tax purposes and who hold their shares of Summit common stock as a capital asset. Goodwin Procter LLP, counsel to Summit, has reviewed this summary and has delivered an opinion to Summit to the effect that the discussion herein sets forth the material federal income tax consequences of the merger to Camden, Summit, shareholders of Camden, and stockholders of Summit who are United States persons, in each case subject to the limitations and qualifications set forth in this summary and in Goodwin Procter LLP’s opinion.

     For United States federal income tax purposes, a “United States person” is:

  a United States citizen or resident alien as determined under the Internal Revenue Code;

  a corporation or partnership or other entity that is taxable as a corporation, association or partnership (as defined by the Internal Revenue Code) that is organized under the laws of the United States or any state or the District of Columbia;

  an estate, the income of which is subject to United States federal income taxation regardless of its source; and

  a trust if a court within the United States is able to exercise primary supervision over its administration and at least one United States person is authorized to control all of its major decisions, or a trust that validly has elected under applicable Treasury Regulations to be treated as a United States person.

     This summary of the material federal income tax consequences of the merger is based on the Internal Revenue Code, Treasury Regulations and judicial and administrative determinations, as each is in effect as of the date of this joint proxy statement/prospectus. All of the foregoing are subject to change at any time, possibly with retroactive effect, and all are subject to differing interpretation. No advance ruling has been sought or obtained from the Internal Revenue Service regarding the United States federal income tax consequences of the merger. The statements in this joint proxy statement/prospectus, and the opinion of counsel that the merger will constitute a reorganization described in Section 368(a) of the Internal Revenue Code that are described below, are not binding on the Internal Revenue Service or a court. As a result, neither Summit nor Camden can assure you that the tax considerations or such opinions will not be challenged by the Internal Revenue Service or sustained by a court if so challenged.

     This summary does not address aspects of United States taxation other than United States federal income taxation. It does not address all aspects of United States federal income taxation that may apply to Summit stockholders who are subject to special rules under the Internal Revenue Code, including, without limitation, stockholders other than United States persons, stockholders that are partnerships or the owners of a partnership that owns stock, rules that apply to persons who acquired shares of Summit common stock as a result of the exercise of employee stock options, tax-exempt organizations, financial institutions, broker-dealers, insurance companies, persons having a “functional currency” other than the United States dollar, persons who hold their Summit shares as part of a straddle, wash sale, hedging or conversion transaction and certain United States expatriates. In addition, the summary and the opinions described here do not address the state, local or foreign tax consequences of the merger.

     This discussion is not intended to be, and should not be construed as, tax advice to any stockholder. You are urged to consult and rely on your own tax advisor with respect to the United States federal, state and local, and foreign tax consequences, of the merger based upon your particular circumstances.

     The merger is expected to qualify as a reorganization described in Section 368(a) of the Internal Revenue Code. It is a condition to the obligation of Summit to effect the merger that Summit has received an opinion from its

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counsel, Goodwin Procter LLP, to the effect that the merger will constitute a reorganization described in Section 368(a) of the Internal Revenue Code. This opinion will be based upon facts existing at the effective time of the merger, and in rendering such opinion counsel will require and rely upon factual representations and assumptions that will be provided by Camden and Summit. If any of the factual representations or assumptions relied upon by Goodwin Procter LLP in giving its opinion are inaccurate, the opinion and this summary may not accurately describe the U.S. federal income tax treatment of the merger, and the tax consequences of the merger to Summit and its stockholders may be materially different from those described in this summary.

     As a result of the treatment of the merger as a reorganization described in Section 368(a) of the Internal Revenue Code, Camden, Summit and Camden shareholders will not recognize any taxable gain or loss as a result of the merger, and the federal income tax consequences of the merger to a Summit stockholder generally will depend on whether the stockholder receives cash, Camden common shares or a combination thereof in exchange for the stockholder’s shares of Summit common stock.

     Receipt of Solely Camden Common Shares (plus any cash in lieu of a fractional share). A Summit stockholder who receives solely Camden common shares in exchange for all of such stockholder’s shares of Summit common stock in the merger will not recognize gain or loss on the exchange, except to the extent the stockholder receives cash in lieu of a fractional share interest in Camden common shares. A Summit stockholder who receives cash in lieu of a fractional share will be treated as if such stockholder had received a fractional share and then exchanged such fractional share for cash in a redemption by Camden. A Summit stockholder will generally recognize capital gain or loss on such a deemed redemption of the fractional share in an amount equal to the difference between the amount of cash received and the stockholder’s tax basis in the fractional share, which is discussed below. Such capital gain or loss will be long-term capital gain or loss if the Summit common stock exchanged was held for more than one year.

     Receipt of Solely Cash. A Summit stockholder who receives solely cash in exchange for all of such stockholder’s shares of Summit common stock pursuant to the merger generally will recognize capital gain or loss in an amount equal to the difference between the amount of cash received and the stockholder’s aggregate tax basis for the shares of Summit common stock exchanged, which gain or loss will be long-term capital gain or loss if the shares of Summit common stock were held for more than one year. Gain or loss must be calculated separately for each identifiable block of Summit common stock. However, if a Summit stockholder owns any Camden common shares immediately after the merger (either actually or constructively through certain complex ownership attribution rules of the Internal Revenue Code), then part or all of the cash received by that stockholder could be treated as a dividend under the limited circumstances described below under “Receipt of Both Camden Common Shares and Cash.”

     Receipt of Both Camden Common Shares and Cash. A Summit stockholder who receives both Camden common shares and cash consideration in exchange for all of such stockholder’s shares of Summit common stock generally will recognize gain, to the extent of the lesser of:

     1) the total amount of cash received by such stockholder; and

     2) the difference between (a) the sum of the fair market value of the Camden common shares received in the merger plus the total amount of cash received in the merger, and (b) the stockholder’s aggregate tax basis in the shares of Summit common stock surrendered in the merger.

     No loss will be recognized, except for loss resulting from the receipt of cash in lieu of a fractional Camden common share. Gain or loss must be calculated separately for each identifiable block of Summit common stock exchanged in the merger and a loss realized on one block of Summit common stock cannot be used to offset gain realized on another block of Summit common stock.

     Any gain so recognized generally will be capital gain, provided that the cash consideration received is neither essentially equivalent to a dividend within the meaning of Section 302 of the Internal Revenue Code nor has the effect of a distribution of a dividend within the meaning of Section 356(a)(2) of the Internal Revenue Code. Such capital gain will be long-term capital gain if the shares of Summit common stock exchanged were held for more than one year. Whether or not the cash consideration received by any stockholder could be considered to be

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essentially equivalent to, or having the effect of, a dividend will depend on the stockholder’s particular situation. Each Summit stockholder should consult its own tax advisor as to the applicability of these rules to them.

     Basis. A Summit stockholder who receives Camden common shares in the merger will have a tax basis in such shares equal to such stockholder’s aggregate tax basis in the Summit common stock being exchanged, decreased by the amount of any cash received by the stockholder and increased by (x) the amount, if any, which was treated as a dividend and (y) the amount of gain to the stockholder which was recognized on such exchange (not including any portion of such gain that was treated as a dividend). For these purposes, any cash received in lieu of a fractional Camden common share and any gain recognized on the receipt of such cash will not be taken into account. If a Summit stockholder acquired any of its shares of Summit common stock at different prices, then the proper allocation of its aggregate tax basis among the Camden shares received by him or her may be unclear. Proposed Treasury Regulations, not yet in effect, would provide guidance on how taxpayers may allocate their basis in these circumstances. Summit stockholders who hold multiple blocks of Summit common stock should consult their tax advisors regarding the proper allocation of their basis among Camden shares received, and the potential impact of the Proposed Treasury Regulations, if finalized, on their tax consequences from the transaction.

     Holding Period. The holding period of Camden common shares received in the merger will include the holding period of the shares of Summit common stock being exchanged.

     Disclosure of Reportable Transactions. A taxpayer who participates in a “reportable transaction” is required to attach a disclosure statement to their federal income tax return disclosing such taxpayer’s participation in the transaction. Subject to various exceptions, a reportable transaction can include a transaction that results in a loss exceeding certain thresholds, or certain transactions that are treated differently for accounting purposes than for tax purposes. Under recently-enacted legislation, failure to comply with these and other reporting requirements could result in the imposition of significant penalties. Summit stockholders are urged to consult their tax advisors regarding the applicability of any disclosure requirements to them.

     Backup Withholding. A non-corporate holder of Summit common stock may be subject to information reporting and backup withholding on any cash payments it receives. Such a Summit stockholder will not be subject to backup withholding, however, if it:

  furnishes a correct taxpayer identification number and certifies that it is not subject to backup withholding on the substitute Form W-9 or successor form included in the election form/letter of transmittal; or

  is otherwise exempt from backup withholding.

     Any amounts withheld under the backup withholding rules will be allowed as a refund or credit against a Summit stockholder’s United States federal income tax liability, provided such stockholder furnishes the required information to the Internal Revenue Service.

     Reporting Requirements. A Summit stockholder who receives Camden common shares as a result of the merger will be required to retain records pertaining to the merger and will be required to file with its United States federal income tax return for the year in which the merger takes place a statement setting forth certain facts relating to the merger.

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DESCRIPTION OF CAMDEN CAPITAL SHARES

     The following summary of the material terms of Camden’s capital shares of beneficial interest does not include all of the terms of the shares and should be read together with the declaration of trust and bylaws of Camden and applicable Texas law. The Camden declaration of trust and bylaws are incorporated by reference in this joint proxy statement/prospectus. See “Where You Can Find More Information.”

General

     Camden’s declaration of trust provides that it may issue up to 110,000,000 shares of beneficial interest, consisting of 100,000,000 common shares and 10,000,000 preferred shares. At November 1, 2004, Camden had issued and outstanding 39,946,753 common shares and no preferred shares.

Common Shares

     Holders of Camden common shares are entitled to one vote per share. There is no cumulative voting in the election of trust managers. The Camden board may declare dividends on common shares in its discretion if funds are legally available for those purposes. On liquidation, Camden common shareholders are entitled to receive pro rata any of Camden’s remaining assets, after it satisfies or provides for the satisfaction of all liabilities and obligations on Camden preferred shares, if any. Camden common shareholders do not have preemptive rights to subscribe for or purchase any of its capital shares or any other of its securities, except as may be granted by the board.

Preferred Shares

     Under Camden’s declaration of trust, the board is authorized, without shareholder approval, to issue preferred shares in one or more series, with the designations, powers, preferences, rights, qualifications, limitations and restrictions as the board determines. Thus, the board, without shareholder approval, could authorize the issuance of preferred shares with voting, conversion and other rights that could adversely affect the voting power and other rights of common shareholders or that could make it more difficult for another company to enter into a business combination with Camden.

Restrictions on Ownership

     In order for Camden to qualify as a REIT, under the Internal Revenue Code, not more than 50% in value of Camden’s outstanding capital shares may be owned, directly or indirectly, by five or fewer individuals or entities during the last half of a taxable year. In addition, Camden’s capital shares must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months, or during a proportionate part of a shorter taxable year.

     Because the Camden board believes it is essential for it to continue to qualify as a REIT, Camden’s declaration of trust provides that in general no holder may own, or be deemed to own by virtue of the attribution provisions of the Internal Revenue Code, more than 9.8% of Camden’s total outstanding capital shares. Any transfer of shares will not be valid if it would:

  create a direct or indirect ownership of shares in excess of 9.8% of Camden’s total outstanding capital shares;

  result in shares being owned by fewer than 100 persons;

  result in Camden being “closely held” within the meaning of Section 856(h) of the Internal Revenue Code; or

  result in Camden’s disqualification as a REIT.

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     If any person owns or is deemed to own more than 9.8% of Camden’s total outstanding capital shares, the shares that exceed this ownership limit will automatically be deemed to be transferred to Camden. Camden will act as trustee of a trust for the exclusive benefit of the transferees to whom these shares may ultimately be transferred without violating the 9.8% ownership limit. While in trust, these shares will not be entitled to participate in dividends or other distributions and, except as required by law, will not be entitled to vote. Camden will have the right, for a period of 90 days during the time any securities are held by us in trust, to purchase all or any portion of these securities from the original shareholder at the lesser of the price paid for the shares and the market price of the shares on the date it exercises its option to purchase. All certificates representing capital shares will bear a legend referring to the restrictions described above.

     These restrictions on ownership may have the effect of precluding acquisition of control unless the board and shareholders determine that maintenance of REIT status is no longer in Camden’s best interests.

Shareholder Liability

     Camden’s declaration of trust provides that no shareholder will be personally or individually liable in any manner whatsoever for any debt, act, omission or obligation incurred by Camden or its board. A shareholder will be under no obligation to Camden or to its creditors with respect to such shares, other than the obligation to pay to Camden the full amount of the consideration for which such shares were issued or to be issued. By statute, the State of Texas provides limited liability for shareholders of a REIT organized under the Texas Real Estate Investment Trust Act.

Transfer Agent and Registrar

     American Stock Transfer & Trust Company or its successor is the transfer agent and registrar for Camden’s common shares.

CERTAIN LITIGATION

     On November 19, 2004, a complaint was filed in Circuit Court of the 11th Judicial Circuit in and for Miami-Dade County Florida. The complaint names an indirect subsidiary of Summit, Coral Way, LLC, (“Coral Way”) as defendant and seeks, among other things, to specifically enforce a purchase and sale agreement entered into between plaintiff, Brickell View Development, L.L.C. (“Brickell View”) and Coral Way pursuant to which Coral Way would convey to Brickell View certain property located in Miami-Dade County, Florida, a legal description of which was attached to the purchase and sale agreement. The attached legal description mistakenly described the property to be sold and Brickell View seeks, among other things, to have the property described in the legal description conveyed to Brickell View for the purchase price set forth in the agreement. Summit intends to vigorously defend the claim.

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COMPARISON OF RIGHTS OF SHAREHOLDERS OF CAMDEN AND STOCKHOLDERS OF SUMMIT

     As a result of the merger, holders of Summit common stock who elect the share consideration in the merger will become holders of Camden common shares. The following is a summary of some of the material differences between the rights of holders of Summit common stock and the rights of holders of Camden common shares.

     The rights of Summit’s stockholders are governed currently by the Maryland General Corporation Law, or the MGCL, and Summit’s amended and restated articles of incorporation and second amended bylaws. At the effective time of the merger, Summit’s stockholders will become Camden shareholders, to the extent they elect the share consideration in the merger. The rights of Camden shareholders are governed by the Texas Real Estate Investment Trust Act, as amended, or the Texas REIT Act, and Camden’s amended and restated declaration of trust and second amended and restated bylaws.

     The following is a summary of some of the material differences between the rights of holders of Summit common stock and the rights of holders of Camden common shares. This summary does not purport to be a complete discussion of, and is qualified in its entirety by reference to, the MGCL and the Texas REIT Act, Summit’s amended and restated articles of incorporation and second amended bylaws, and Camden’s amended and restated declaration of trust and second amended and restated bylaws. Investors should read carefully this entire document and the other documents referred to in this joint proxy statement/prospectus for a more complete understanding of the differences between the rights of Camden shareholders and Summit stockholders. Upon the closing of the merger, Camden’s amended and restated declaration of trust and second amended and restated bylaws will be the same in all respects to the present documents.

     
CAMDEN
  SUMMIT
Authorized Capital
 
   
The authorized capital shares of beneficial interest of Camden consist of 100,000,000 common shares, with a par value of $0.01 per share, and 10,000,000 preferred shares, with a par value of $0.01 per share.

The Camden declaration of trust provides for the reclassification of outstanding capital shares as excess securities in connection with transfers resulting in ownership of shares in violation of the ownership limits set forth in the Camden declaration of trust in order to protect Camden’s status as a REIT for federal income tax purposes. See —-REIT Ownership Limits.”

Under the Camden declaration of trust, the Camden board is authorized, without shareholder approval, to issue preferred shares in one or more series, with the designations, powers, preferences, rights, qualifications, limitations and restrictions as the board determines. Thus, the board, without shareholder approval, could authorize the issuance of preferred shares with voting, conversion and other rights that could adversely affect the voting power and other rights of common shareholders or that could make it more difficult for another company to enter into a business combination with Camden.
  The authorized capital stock of Summit consists of 100,000,000 shares of common stock, with a par value of $0.01 per share, 25,000,000 shares of preferred stock, with a par value $0.01 per share, and 25,000,000 shares of excess stock, with a par value of $0.01 per share.

The Summit articles of incorporation provide for the automatic conversion of outstanding capital stock as excess stock in connection with transfers resulting in ownership of stock in violation of the ownership limits set forth in the Summit articles of incorporation in order to protect Summit’s status as a REIT for federal income tax purposes. See "—REIT Ownership Limits.”

Under the Summit articles of incorporation, the Summit board is also authorized, without shareholder approval, to issue preferred stock in one or more series, with the designations, powers, preferences, rights, qualifications, limitations and restrictions as the board determines.

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CAMDEN
  SUMMIT
Voting Rights
 
   
Holders of Camden common shares are entitled to one vote per share. There is no cumulative voting in the election of trust managers. Except as may otherwise be provided in a designation of a series of Camden preferred shares or as otherwise expressly required by law, holders of Camden preferred shares do not have any voting rights. The holders of Camden excess securities have no voting rights on any matters except as otherwise expressly required by law.
  Holders of Summit common stock are entitled to one vote per share. There is no cumulative voting in the election of directors. Except as may otherwise be provided in a designation of a series of Summit preferred stock or as otherwise expressly required by law, holders of Summit preferred stock do not have any voting rights. The holders of Summit excess stock have no voting rights on any matters except as otherwise expressly required by law.
 
   
Amendment of Governing Documents
 
   
An amendment to the Camden declaration of trust requires an affirmative vote of at least two-thirds of the outstanding shares. However, a vote of at least 80% of the outstanding Camden common shares is required to amend or repeal articles relating to (a) the prohibition against engaging in non-REIT businesses, (b) the approval of certain business combinations, (c) share ownership requirements, and (d) amending or repealing of the declaration of trust.

The Camden bylaws may be amended (a) by the affirmative vote of a majority of the members of the Camden board, or (b) by the affirmative vote of the holders of a majority of Camden’s outstanding shares, provided, however, to the extent not inconsistent with the Texas REIT Act and the Camden declaration of trust, and as specified in the notice of the meeting, the Camden bylaws relating to business at annual shareholder meetings, election and term of office of trust managers, nomination of trust managers, removal of trust managers, vacancies of trust managers and amendment of bylaws, may be amended by the affirmative vote of two-thirds of the outstanding common shares.
  An amendment to the Summit articles of incorporation requires an affirmative vote of at least a majority of the shares of stock outstanding and permitted to vote, provided, however, a vote of at least two-thirds of the shares of stock then outstanding is required to amend certain provisions of the articles, including provisions related to (a) limitations on the transfer and ownership of the capital stock of Summit, (b) limitation of director and officer liability and indemnification of directors and officers, (c) amendment of the articles of incorporation, (d) the vote required in connection with a merger, consolidation and sale of all or substantially all of Summit’s assets, and (e) exemption from the Maryland Control Share Acquisition Act.

The Summit bylaws may be amended by the affirmative vote of a majority of directors then holding office.
 
   
Number of Trust Mangers or Directors
 
   
The Camden bylaws provide that the number of trust managers must be no fewer than two and no more than ten. The number of trust managers may be fixed from time to time by resolution adopted by a majority of the trust managers. The current number of trust managers is eight.
  The Summit articles of incorporation provide that the number of directors must be no fewer than two, or the minimum number permitted by the MGCL, and no more than fifteen. The number of directors may be increased or decreased from time to time by a unanimous vote of the directors then in office or by a majority vote of the stockholders. The current number of directors is eight.
 
   
Board Classification
 
   
The Camden declaration of trust does not provide for a classified board.
  The Summit articles of incorporation provide that the Summit board is divided into three classes, with members of each class holding office for three-year terms, with one class being elected at each annual meeting. There are currently three Class I directors, whose term of office would continue until the 2007 annual meeting, two Class II directors, whose term of office would continue until the 2005 annual meeting, and three Class III directors, whose term of office would continue until the 2006 annual meeting.

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CAMDEN
  SUMMIT
Trust Manager or Director Nomination
 
   
Under the Camden bylaws, a shareholder must make any nomination for trust manager in writing to the secretary of Camden at least 60 and not more than 90 days prior to the date of the applicable annual meeting of shareholders; provided, however, that in the event that less than 70 days’ notice or prior public disclosure of the date of the meeting is given or made, notice by the shareholder, to be timely, must be received not later than the close of business on the tenth day following the day on which such notice of the date of the applicable annual meeting was mailed or such public disclosure of the date of such annual meeting was made, whichever first occurs.

A shareholder’s notice to the secretary must set forth, as to each person whom the shareholder proposes to nominate for election as trust manager, (a) the name, age, business address and residence address of the person, (b) the principal occupation or employment of the person, (c) the number of Camden common shares beneficially owned or of record by such person, and (d) any other information regarding the nominee that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitation of proxies for election of trust managers pursuant to Section 14 of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder.

A shareholder’s notice to the secretary must set forth, as to the shareholder giving notice, (a) the name and record address of such shareholder, (b) the number of Camden common shares owned beneficially or of record by such shareholder, (c) a description of all arrangements or understandings between such shareholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such shareholder, (d) a representation that such shareholder intends to appear in person or by proxy at the meeting to nominate the persons named in the notice, and (e) any other information relating to such shareholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of trust managers pursuant to Section 14 of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder.

Notice must be accompanied by written consent of each proposed nominee to being named as a nominee and to serve as a trust manager if elected.
  Under the Summit bylaws, a stockholder must make any nomination for director in writing to the secretary of Summit at least 90 and not more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that date of the annual meeting is advanced by more than 60 days from such anniversary date, notice by the stockholder, to be timely, must be so delivered not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the tenth day following the day on which the public announcement of the date of such meeting is made.

A stockholder’s notice to the secretary must set forth, as to each person whom the stockholder proposes to nominate for election or reelection as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case, pursuant to Regulation 14A under the Securities Exchange Act of 1934 (including such person’s written consent to being named in the proxy statement as a nominee and to serving as director if elected).

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CAMDEN
  SUMMIT
Trust Manager or Director Removal
 
   
Pursuant to the Camden bylaws, a trust manager may be removed at any time with or without cause by the vote of holders of shares representing two-thirds of the total votes authorized to be cast by shares then outstanding and entitled to vote thereon.
  Pursuant to the Summit articles of incorporation, a director may be removed from office only for cause and only at a meeting of stockholders called for that purpose, by the affirmative vote of the holders of not less than two-thirds of the stock then outstanding and entitled to vote in the election of directors, provided, however, in the case of any directors elected solely by holders of a series of preferred stock, such directors may be removed only by the affirmative vote of two-thirds of the stock of that series then outstanding and entitled to vote in the election of directors, voting together as a single class.
 
   
Trust Manager or Director Vacancies
 
   
Pursuant to the Camden bylaws, vacancies may be filled by successor trust managers either appointed by a majority of the remaining trust managers or elected by the vote of the holders of at least two-thirds of the outstanding shares at an annual or special meeting of the shareholders.

Trust manager nominees who have not been previously elected as trust managers by the shareholders of Camden will be elected at the annual meeting of the shareholders (except as provided in the preceding sentence) by the affirmative vote of the holders of two-thirds of the outstanding Camden common shares. Trust managers who have been previously elected as trust managers by the shareholders of Camden will be re-elected at the annual meeting of shareholders by the affirmative vote of the holders of a majority of the Camden common shares present in person or represented by proxy at such meeting; provided, however, that any trust manager that has been previously elected as a trust manager by the shareholders who is not re-elected by such majority vote at a subsequent annual meeting will nevertheless remain in office until his or her successor is elected and qualified.
  Pursuant to the Summit articles of incorporation and subject to the rights of holders of any class of preferred stock then outstanding, vacancies resulting from newly created directorships will be filled by a vote of the stockholders or a majority of the entire board (as increased) and all other vacancies will be filled by a vote of the stockholders or a majority of the board then in office.
 
   
Indemnification
 
   
Under the Texas REIT Act, a REIT may indemnify a trust manager or an officer provided that such person (a) acted in good faith, (b) in the case of conduct in his or her official capacity, reasonably believed his or her conduct was in the best interests of the REIT, and at least not in opposition to the REIT’s best interest, and (c) in the case of a criminal proceeding, did not have reasonable cause to believe his or her conduct was unlawful, provided, however, that a trust manager or an officer is not entitled to indemnification to the extent such person (i) received an improper personal benefit or (ii) is found liable to the REIT by a court of competent jurisdiction.

Under the Texas REIT Act, a determination to provide indemnification must be made by (a) a majority of a quorum (or, if unavailable, a committee) of trust managers not named in the proceeding in which a trust manager may be entitled to indemnification, (b) a special legal counsel
  Under the MGCL, a corporation may indemnify a director, officer, employee or agent made party to any proceeding by reason of service in any such capacity unless it is established that (a) the act or omission was material to the matter giving rise to the proceeding and either (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) the director, officer, employee or agent actually received an improper personal benefit in money, property or services, or (c) in the case of any criminal proceeding, the person had reasonable belief to believe that the act or omission was unlawful.

Under the MGCL, a determination to provide indemnification must be made by (a) the board of directors by a majority vote of a quorum consisting of directors not, at the time, parties to the proceeding, (b) if a quorum cannot be obtained, then by a majority vote of a committee of the board consisting solely of two or more directors not, at the

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appointed pursuant to clause (a) above, or (c) by the shareholders, excluding shares held by any trust managers named in the proceeding. Under the Texas REIT Act, a REIT may advance expenses to a trust manager or an officer when such a person provides a written affirmation that it has a good faith belief that the standard for indemnification has been met and such person agrees to reimburse the REIT if it is determined that such person did not meet the standard.

Under the Texas REIT Act, a Texas REIT must indemnify trust managers (and may indemnify officers) for expenses incurred in connection with a proceeding in which such trust manager (or officer) is named if the trust manager (or officer) is wholly successful on the merits or otherwise, in defense of the proceeding.

Under the Camden declaration of trust and bylaws, indemnitees (which includes trust managers and officers) must be indemnified to the fullest extent permitted under the Texas REIT Act. Trust managers and officers are explicitly entitled to the advancement of expenses incurred in connection with proceedings in which the indemnitees are named. Under the Camden bylaws, Camden must indemnify any present or former trust manager or officer to the fullest extent permitted by the Texas REIT Act. Further, if a determination to provide indemnification is not made by the (a) the board, (b) a special counsel, or (c) the shareholders, the indemnitee must pursue its claim for indemnification in a court of competent jurisdiction.

Under the Camden bylaws, if the person involved is not a trust manager or officer of Camden, the Camden board may cause Camden to indemnify to the same extent allowed for trust managers and officers of Camden such person who was or is a party to a proceeding, by reason of the fact that such person is or was an employee or agent of Camden, or is or was serving at the request of Camden as a trust manager, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.
  time, parties to the proceeding, (c) by special legal counsel appointed pursuant to clause (a) or (b) above; or (d) by the stockholders. A Maryland corporation may advance expenses to a director, officer, employee or agent in defending a proceeding if such person gives a written affirmation of his or her good faith belief that the standard for indemnification has been met and a written undertaking to the corporation to repay the amount advanced if it is determined that it is not entitled to such indemnification. Further, under the MGCL, a Maryland corporation must indemnify directors (and may indemnify officers, employees and agents) for expenses incurred in a proceeding in which such director (or officer, employee or agent) is successful on the merits or otherwise.

Under the Summit articles of incorporation, Summit must indemnify (a) its directors and officers to the fullest extent required or permitted by the MGCL, now or hereafter in force, including the advancement of expenses, and (b) other employees and agents of Summit to such extent as has been authorized by the directors or the bylaws and as permitted by the MGCL.

Under the Summit bylaws, Summit must indemnify its directors and officers to the fullest extent permitted by the MGCL. Additionally, the board has, in its sole discretion, the power to grant such indemnification as it deems in the interest of Summit and to the fullest extent permitted by law.
 
   
Distributions
 
   
The Texas REIT Act provides that a REIT may not make a distribution if (a) after giving effect to the distribution, the REIT would be insolvent, or (b) the distribution exceeds the surplus of the REIT. Camden’s declaration of trust provides that trust managers may declare, and Camden may pay dividends on its outstanding shares in cash, in property or in its shares, except that no dividend may be declared or paid when Camden is unable to pay its debts as they become due in the usual course of business, or when the payment of such dividend would result in Camden being unable to pay its debts as they become due in the usual course of business.
  The MGCL provides that the board of directors may not make a distribution of money or property to its stockholders if (a) the distribution would prevent the corporation from paying its debts as they become due in the usual course of business, or (b) unless the articles of incorporation permit otherwise, if the distribution would make the corporation’s total assets less than its total liabilities plus the amount needed, if the corporation were to be dissolved at the time of the distribution, to satisfy distributions to preferred stockholders.

The Summit articles of incorporation provide that subject to the preferential dividend rights of preferred stock, if any,

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Camden’s bylaws provide that trust managers may declare and Camden may pay dividends except no dividends can be paid when Camden is insolvent or when payment would render Camden insolvent.
  as may be determined by the Summit board, the holders of common stock will be entitled to receive such dividends as may be declared by the board out of funds legally available. Summit’s bylaws provide that directors may declare dividends and distributions upon shares of stock in cash, property or stock of Summit, subject to its articles of incorporation and the MGCL.
 
   
Annual Meetings of Shareholders or Stockholders
 
   
Pursuant to the Camden bylaws, the annual meeting of shareholders will be held at such time, on such day and at such place as may be designated by the trust managers.
  Pursuant to the Summit bylaws, an annual meeting of the stockholders will be held on the first Tuesday in May of each year or at such other date and time falling on or before the thirtieth day thereafter as may be fixed by the Summit board.
 
   
Special Meetings of Shareholders or Stockholders; Action by Written Consent
 
   
The Texas REIT Act provides that special meetings of shareholders may be called by the trust managers, any officer of the REIT or such others persons as may be provided in the declaration of trust or the bylaws. The Camden bylaws provide that special meetings of shareholders for any purpose may be called by the Camden board, any officer of Camden or the holders of at least 10% of the shares entitled to vote at the meetings.

The Texas REIT Act and the Camden bylaws provide that any action required or permitted to be taken at a meeting of shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the shareholders entitled to vote with respect to the subject matter thereof, and such consent will have the same force and effect as a unanimous vote of the shareholders.
  The MGCL provides that special meetings of stockholders may be called by the president, the board of directors or any other person specified in the articles of incorporation or the bylaws. The Summit bylaws provide that special meetings of the stockholders may be called by the chairman of the board, the president or a majority of the Summit board. In addition, the secretary must call a special meeting of the stockholders on the written request of the stockholders entitled to cast a majority of all the votes entitled to be cast at the meeting.

The MGCL provides that any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the stockholders entitled to vote with respect to the subject matter thereof, and such consent will have the same force and effect as a unanimous vote of the stockholders.
 
   
Shareholder or Stockholder Proposals
 
   
Under the Camden bylaws, for business to be properly brought before an annual meeting by a shareholder, such shareholder must give notice to the secretary of Camden at least 60 and not more than 90 days prior to the date of the applicable annual meeting of shareholders; provided, however, that in the event that less than 70 days’ notice or prior public disclosure of the date of the meeting is given or made, notice by the shareholder to be timely must be received not later than the close of business on the tenth day following the day on which such notice of the date of the applicable annual meeting was mailed or such public disclosure of the date of such annual meeting was made, whichever first occurs.

A shareholder’s notice to the secretary must set forth as to each matter such shareholder purposes to bring before the annual meeting (a) a brief description of the business and the reasons for conducting such business at the annual meeting, (b) the name and record address of such shareholder, (c) the number of Camden common shares that are owned beneficially or of record by such
  Under the Summit bylaws, a stockholder must propose any business in writing to the secretary of Summit at least 90 and not more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that date of the annual meeting is advanced by more than 60 days from such anniversary date, notice by the stockholder, to be timely, must be so delivered not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the tenth day following the day on which the public announcement of the date of such meeting is made.

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shareholder, (d) a description of all arrangements or understandings between such shareholder and any other person or persons in connection with the proposal and any material interest of such shareholder in such business, and (e) a representation that such shareholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.
   
 
   
Mergers
 
   
Pursuant to the Texas REIT Act, shareholder approval of a plan of merger is not required if, among other things, (a) Camden is the surviving entity in the merger, (b) the declaration of trust will not differ from Camden’s declaration of trust before the merger, (c) each shareholder whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares, with identical rights immediately after the effective date of the merger, and (d) the voting power and number of participating shares outstanding immediately after the merger, plus those shares issuable in the merger, will not exceed more than 20% of the shares outstanding immediately before the merger. In all other instances, unless the trust managers require a greater vote or a vote by class or series, the affirmative vote of at least two-thirds of the outstanding shares entitled to vote is required for approval of a plan of merger or exchange, unless any class or series of shares is entitled to vote as a separate class on the plan of merger or exchange, in which event, the affirmative vote of such separate class is required for approval.
  Pursuant to the MGCL, approval of a merger by stockholders is not required if, (a) the merger does not reclassify or change the terms of any class or series of stock that is outstanding immediately before the merger becomes effective or otherwise amend its charter, and (b) the number of shares of its stock of such class or series outstanding immediately after the effective time of the merger does not increase by more than 20% of the number of its shares of the class or series of stock that is outstanding immediately before the merger becomes effective, or there is no stock outstanding or subscribed for and entitled to be voted on the merger. Under the Summit articles of incorporation, the affirmative vote of the holders of not less than a majority of the stock then outstanding and entitled to vote is required to (a) merge Summit with another entity, (b) consolidate Summit with one or more other entities into a new entity, or (c) sell or otherwise dispose of all or substantially all of Summit’s assets.
 
   
Shareholder or Stockholder Rights Agreements
 
   
Camden does not have a shareholder rights agreement.
  On December 14, 1998, the Summit board adopted a shareholder rights agreement. In connection with the adoption of the rights plan, the board declared a dividend distribution of one preferred stock purchase right for each outstanding share of common stock to stockholders of record as of the close of business on December 15, 1998. Currently, these rights are not exercisable and trade with the shares of Summit common stock. Under the rights plan, the rights generally become exercisable if a person becomes an “acquiring person” by acquiring 15% or more of Summit common stock, or if a person commences a tender offer that would result in that person owning 15% or more of Summit common stock. In the event that a person becomes an “acquiring person,” each holder of a right (other than the acquiring person) would be entitled to acquire such number of units of preferred stock (which are equivalent to shares of Summit common stock) having a value of twice the exercise price of the right.

If Summit is acquired in a merger or other business combination transaction after any such event, each holder of a right would then be entitled to purchase, at the then-current exercise price, shares of the acquiring company’s common stock having a value of twice the exercise price of

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  the right. The current exercise price per right is $45.00. The rights will expire at the close of business on December 14, 2008, unless Summit previously redeems or exchanges them. The rights may be redeemed in whole, but not in part, at a price of $0.01 per right (payable in cash, shares of common stock or other consideration deemed appropriate by the board) by the board only until the earlier of (a) the time at which any person becomes an “acquiring person” or (b) the expiration date. At any time after any person becomes an “acquiring person,” the board may, at its option, exchange all or any part of the then outstanding and exercisable rights for shares of our common stock at an exchange ratio specified in the rights plan. The board generally will not be empowered to effect such exchange at any time after any person becomes the beneficial owner of 50% or more of our common stock. Until a right is exercised, the holder will have no rights as a stockholder (beyond those as an existing stockholder), including the right to vote or to receive dividends.

Summit amended its shareholder rights agreement on October 4, 2004 to exempt the merger transaction with Camden from triggering the exercise of rights under its shareholder rights agreement. Upon the termination of the merger agreement with Camden, the amendment will become null and void and of no further force or effect.
 
   
Business Combinations With Interested Shareholders or Stockholders
 
   
The Camden declaration of trust provides that, under certain circumstances, the affirmative vote of the holders of not less than 80% of the outstanding Camden common shares and Camden preferred shares is required for the approval or authorization of certain business combinations. Generally, the type of combinations affected by this voting threshold are substantial transactions between Camden and “related persons,” defined to be persons that beneficially own in the aggregate more than 50% of the capital shares of Camden. Further, holders of not less than 50% of the outstanding capital shares not owned, directly or indirectly, by such “related person” is required for approval of such combinations, unless the affirmative vote of not less than 90% of the outstanding Camden capital shares is obtained.
  The Maryland Business Combination Act provides that, unless exempted, a Maryland corporation may not engage in business combinations, including mergers, dispositions of 10% or more of its assets, issuances of shares and other specified transactions, with an “interested stockholder” or its affiliates, for five years after the most recent date on which the interested stockholder became an interested stockholder. Thereafter, unless specified price criteria and other standards are met or an exemption is available, a business combination with an interested stockholder or its affiliates must be (a) recommended by the board of directors, and (b) approved by at least (i) 80% of the outstanding voting stock, and (ii) two-thirds of the outstanding voting stock, other than voting stock held by the interested stockholder or any of its affiliates. An “interested stockholder” is generally defined to mean a person or group which owns beneficially, directly, or indirectly, 10% or more of the outstanding voting shares of the corporation or an affiliate.

On October 4, 2004, the Summit board resolved not to be governed by, and take all action necessary to render inapplicable, the provisions of the Maryland Business Combination Act and all other applicable takeover statutes of the MGCL, solely with respect to the transactions contemplated by the merger with Camden.

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Control Share Acquisitions
 
   
The Texas REIT Act does not contain a control share acquisition statute.
  The Maryland Control Share Acquisition Act provides that shares of a Maryland corporation that are acquired in a “control share acquisition,” which is defined as the acquisition of shares comprising one-tenth, one-third or a majority of all voting shares, have no voting rights except, (a) if approved by stockholders by the affirmative vote of two-thirds of all the votes entitled to be cast on the matter, excluding all “interested shares,” or (b) if the acquisition of the shares has been approved or exempted at any time before the acquisition of the shares. Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval.

A person who has made or proposes to make a control share acquisition may compel the board of directors of the corporation to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the shares. The right to compel the calling of a special meeting is subject to the satisfaction of certain conditions, including an undertaking to pay the expenses of the meeting. If no request for a meeting is made, the corporation may itself present the question at any stockholder meeting.

If voting rights are not approved at the meeting or if the acquiring person does not deliver an acquiring person statement as required by the statute, then the corporation may redeem for fair value any or all of the control shares, except those for which voting rights have previously been approved. The right of the corporation to redeem control shares is subject to certain conditions and limitations. Fair value is determined, without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition by the acquirer or of any meeting of stockholders at which the voting rights of the shares are considered and not approved.

If voting rights for control shares are approved at a stockholder meeting and the acquirer becomes entitled to vote a majority of the shares entitled to vote, all other stockholders may exercise appraisal rights. The fair value of the shares as determined for purposes of appraisal rights may not be less than the highest price per share paid by the acquirer in the control share acquisition.

The Maryland Control Share Acquisition Act is applicable to a publicly traded Maryland Corporation unless its articles of incorporation or bylaws specifically provides that it will be inapplicable.

The Summit articles of incorporation provide that the Maryland Control Share Acquisition Act does not apply to any share of stock of Summit now or hereafter beneficially held by Messrs. William F. Paulsen, William B. McGuire, Jr., Raymond V. Jones, Keith H. Kuhlman and David F.

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  Tufaro, or current or future affiliates, associates or other persons acting in concert or as a group with any of the foregoing persons. On October 4, 2004, the Summit board amended the bylaws so that the Control Share Acquisition Statute will not apply to any acquisition by any person of shares of Summit stock.
 
   
REIT Ownership Limitations
 
   
The Camden declaration of trust provides that, subject to certain exceptions, no shareholder may own, or be deemed to own, more than 9.8% of the total outstanding capital shares of Camden. Any transfer of shares will not be valid if it would (i) create a direct or indirect ownership of shares in excess of 9.8% of Camden’s total outstanding capital shares; (ii) result in shares being owned by fewer than 100 persons; (iii) result in Camden being “closely held” within the meaning of Section 856(h) of the Internal Revenue Code; or (iv) result in Camden’s disqualification as a REIT. If any person owns or is deemed to own more than 9.8% of Camden’s total outstanding capital shares, the shares that exceed this ownership limit will automatically be deemed to be transferred to Camden. Camden will act as trustee of a trust for the exclusive benefit of the transferees to whom these shares may ultimately be transferred without violating the 9.8% ownership limit. While in trust, these shares will not be entitled to participate in dividends or other distributions and, except as required by law, will not be entitled to vote. Camden will have the right, for a period of 90 days during the time any securities are held by Camden in trust, to purchase all or any portion of these securities from the original shareholder at the lesser of the price paid for the shares and the market price of the shares on the date it exercises its option to purchase. All certificates representing capital shares will bear a legend referring to the restrictions described above. These restrictions on ownership may have the effect of precluding acquisition of control unless the Camden board and shareholders determine that maintenance of REIT status is no longer in Camden’s best interests.
  The Summit articles of incorporation provide that no stockholder who is an individual may own more than 9.8% of Summit’s capital stock. The Summit board at its option and in its discretion may waive this restriction. Any transfer of shares of capital stock including any security convertible into shares of capital stock that would create a direct or indirect ownership of shares of capital stock in excess of this 9.8% ownership limit or that would result in Summit’s disqualification as a real estate investment trust will be void and have no effect. The intended transferee will acquire no rights to the shares of capital stock. In addition, pursuant to the Internal Revenue Code, some types of entities, such as pension plans described in Section 401(a) of the Internal Revenue Code and mutual funds registered under the Investment Company Act of 1940, will be looked-through for purposes of this ownership limitation, and Summit’s articles of incorporation limit these entities to holding no more than 15% of the total value of Summit’s capital stock. Capital stock owned, or deemed to be owned, or transferred to a stockholder in excess of the applicable ownership limit will be automatically converted into shares of excess stock that will be transferred, by operation of law, to Summit as trustee of a trust for the exclusive benefit of the transferees to whom such capital stock may be ultimately transferred without violating the applicable ownership limit.
 
   
Trust Manager or Director Liability
 
   
As permitted by the Texas REIT Act, the Camden declaration of trust eliminates the liability of trust managers and officers of Camden for monetary damages in a shareholder proceeding.
  As permitted by the MGCL, the Summit articles of incorporation eliminate the liability of directors and officers of Summit for monetary damages in a stockholder proceeding.

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LEGAL MATTERS

     The validity of the Camden common shares offered by this joint proxy statement/prospectus will be passed upon for Camden by Locke Liddell & Sapp LLP, Dallas, Texas. The qualification of Camden as a REIT for federal income tax purposes will be passed upon for Summit by Locke Liddell & Sapp LLP, Dallas, Texas.

     The qualification of the merger as a reorganization under Section 368(a) of the Internal Revenue Code and the qualification of Summit as a REIT for federal income tax purposes will be passed upon for Summit and Camden, respectively, by Goodwin Procter LLP, Boston, Massachusetts.

EXPERTS

     The consolidated financial statements and the related financial statement schedule as of December 31, 2003 and 2002, and for each of the three years in the period ended December 31, 2003, incorporated in this joint proxy statement/prospectus by reference from Camden Property Trust’s Annual Report on Form 10-K for the year ended December 31, 2003 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports (each of which reports expresses an unqualified opinion and one of which reports includes an explanatory paragraph relating to the change in method of accounting in 2002 for the impairment and disposal of long-lived assets to conform to Statement of Financial Accounting Standards No. 144), which are incorporated by reference herein, and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

     The consolidated financial statements and related financial statement schedule as of December 31, 2003 and 2002 and for each of the three years in the period ended December 31, 2003, incorporated in this joint proxy/prospectus by reference from Summit Properties Inc.’s Current Report on Form 8-K filed November 15, 2004, as amended on November 23, 2004, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the adoption of Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long Lived Assets, on January 1, 2002, the fair value recognition provisions of Statement of Financial Accounting Standards No. 123, Accounting for Stock — Based Compensation, on January 1, 2003, and Financial Accounting Standards Board Interpretation No. 46, Consolidation of Variable Interest Entities, as amended by Financial Accounting Standards Board Interpretation No. 46 (revised December 2003) on July 1, 2003), and have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

     The statements of revenues and certain expenses for the period ended December 31, 2003, incorporated in this joint proxy/prospectus by reference from Summit Properties Inc.’s Current Report on Form 8-K filed November 15, 2004, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which is incorporated herein by reference (which reports express unqualified opinions and include explanatory paragraphs referring to the purpose of the statements), and have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

SHAREHOLDER PROPOSALS

     Shareholder proposals intended to be presented at the 2005 annual meeting of Camden shareholders must have been received by the Secretary of Camden no later than December 31, 2004, to be considered for inclusion in its proxy statement relating to the 2005 meeting.

     Due to the proposed merger, Summit does not currently expect to hold a 2005 annual meeting of stockholders because Summit will be merged with and into Camden Summit and it will cease to exist as a separate legal entity. If the merger is not completed and an annual meeting is held, to be eligible for inclusion in Summit’s proxy statement and form of proxy relating to that meeting, proposals of stockholders intended to be presented at the meeting must be received by Summit within a reasonable period of time after Summit announces publicly the date of the meeting and before Summit mails its proxy statement to stockholders in connection with the meeting.

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OTHER MATTERS

     As of the date of this joint proxy statement/prospectus, neither the Camden nor the Summit board knows of any matters that will be presented for consideration at either special meeting other than those described in this joint proxy statement/prospectus. If any other matters properly come before either of the special meetings or any adjournments or postponements of either of the special meetings, and are voted upon, the enclosed proxies will confer discretionary authority on the individuals named as proxies to vote the shares represented by those proxies as to any other matters. Those individuals named in the Camden proxies intend to vote or not vote consistent with the recommendation of the management of Camden. Those individuals named as proxies in the Summit proxies intend to vote or not vote consistent with the recommendation of the management of Summit.

WHERE YOU CAN FIND MORE INFORMATION

     Camden has filed with the SEC a registration statement on Form S-4, as amended (333-   ), of which this joint proxy statement/prospectus forms a part. The registration statement registers the distribution to Summit common stockholders of the Camden common shares to be issued in connection with the merger. The registration statement, including the attached exhibits and schedules, contains additional relevant information about Camden common shares. The rules and regulations of the SEC allow us to omit some information included in the registration statement from this joint proxy statement/prospectus. In addition, Camden and Summit file reports, proxy statements and other information with the SEC under the Securities Exchange Act of 1934. You may obtain copies of any of this information:

  at the public reference room of the SEC, Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and information regarding the operation of the public reference room may be obtained by calling the SEC at 1-800-SEC-0330;

  from the internet site that the SEC maintains at www.sec.gov, which contains periodic reports, proxy and information statements and other information regarding issuers that file electronically with the SEC; and

  at the offices of the New York Stock Exchange, which are located at 20 Broad Street, New York, New York 10005.

     The SEC allows Camden and Summit to “incorporate by reference” information in this joint proxy statement/prospectus, which means that the companies can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this joint proxy statement/prospectus, except for any information that is superseded by information included directly in this joint proxy statement/prospectus.

     The documents listed below that Camden and Summit have previously filed with the SEC are considered to be a part of this joint proxy statement/prospectus. They contain important business and financial information about the companies that is not included in or delivered with this joint proxy statement/prospectus.

     
Camden SEC Filings (File No. 1-12110)
  Period
Annual Report on Form 10-K
  Year ended December 31, 2003
 
   
Quarterly Reports on Form 10-Q
  Quarters ended March 31, 2004, June 30, 2004 and September 30, 2004
 
   
Current Reports on Form 8-K
  Dated July 12, 2004, September 13, 2004, October 5, 2004 and October 7, 2004
 
   
Registration Statement on Form 8-A
  Dated June 21, 1993, setting forth the description of Camden common shares, including any amendments or reports filed for the purpose of updating such description

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Summit SEC Filings (File No. 1-12792)
  Period
Annual Report on Form 10-K (except for Item Numbers 6, 7, 8 and 15)
  Year ended December 31, 2003
 
   
Quarterly Reports on Form 10-Q
  Quarters ended March 31, 2004, June 30, 2004 and September 30, 2004
 
   
Current Reports on Form 8-K
  Dated May 7, 2004, October 5, 2004, October 6, 2004, October 7, 2004, October 25, 2004, November 15, 2004 and November 15, 2004, as amended November 23, 2004
 
   
Registration Statement on Form 8-A
  Dated February 4, 1994, setting forth the description of Summit common shares, including any amendments or reports filed for the purpose of updating such description

     Camden and Summit incorporate by reference additional documents that either company may file with the SEC after the date of this joint proxy statement/prospectus and prior to the later of the date of each company’s special meeting or the date on which the offering of shares of Camden common shares under this joint proxy statement/prospectus is completed or terminated. These include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy materials.

     Camden has supplied all information contained or incorporated by reference in this joint proxy statement/prospectus relating to Camden or Camden Summit, as well as all pro forma financial information, and Summit has supplied all information contained or incorporated by reference in this joint proxy statement/prospectus relating to Summit or the Operating Partnership. This document constitutes the prospectus of Camden and a joint proxy statement of Summit and Camden.

WHAT INFORMATION YOU SHOULD RELY ON

     No person has been authorized to give any information or to make any representation that differs from, or adds to, the information discussed in this joint proxy statement/prospectus or in the annexes attached hereto which are specifically incorporated by reference. Therefore, if anyone gives you different or additional information, you should not rely on it.

     This joint proxy statement/prospectus is dated          , 2005. The information contained in this joint proxy statement/prospectus speaks only as of its date unless the information specifically indicates that another date applies. This joint proxy statement/prospectus does not constitute an offer to exchange or sell, or a solicitation of an offer to exchange or purchase, Camden common shares or Summit common stock or to ask for proxies, to or from any person to whom it is unlawful to direct these activities.

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CAMDEN PROPERTY TRUST
UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS

     Camden and Summit entered into an agreement and plan of merger on October 4, 2004, which was subsequently amended on October 6, 2004. The merger agreement provides for the merger of Summit with and into Camden Summit, a wholly owned subsidiary of Camden, with Camden Summit as the surviving corporation. A copy of the merger agreement, as amended, is attached to this joint proxy statement/prospectus as Annex A. We encourage you to read the merger agreement, as amended, because it is the legal document that governs the merger.

     The following unaudited pro forma condensed combined financial information sets forth: (i) the historical financial information as of September 30, 2004 and for the nine months then ended, as derived from the unaudited financial statements of Camden and Summit, and the historical financial information for the year ended December 31, 2003, as derived from the audited financial statements of Camden and Summit, (ii) Summit’s acquisitions and probable acquisition of apartment communities, as appropriate, and (iii) pro forma adjustments assuming the merger was completed as of September 30, 2004 for purposes of the unaudited pro forma condensed combined balance sheet and as of January 1, 2003 for purposes of the unaudited pro forma condensed combined statements of operations.

     The unaudited pro forma combined financial information should be read in conjunction with, and are qualified in their entirety by, the notes thereto and with the historical consolidated financial statements of Camden and Summit, including the respective notes thereto, which are incorporated by reference in this joint proxy statement/prospectus. The unaudited pro forma condensed combined financial statements give effect to the merger under the purchase method of accounting in accordance with the Financial Accounting Standards Board’s Statement of Financial Accounting Standards No. 141, “Business Combinations.” In the opinion of management, all significant adjustments necessary to reflect the effects of the merger have been made. The merger adjustments are based on certain estimates and currently available information. Such adjustments could change as additional information becomes available, as estimates are refined or as additional events occur. However, management does not expect any changes in the purchase price or the allocation of such purchase price to be significant.

     The unaudited pro forma condensed combined financial statements are presented for comparative purposes only and are not necessarily indicative of what the actual combined financial position and results of operations of Camden and Summit would have been as of and for the periods presented, nor does it purport to represent the future combined financial position or results of operations of Camden and Summit.

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Table of Contents

Camden Property Trust
Unaudited Pro Forma Condensed Combined Balance Sheet
As of September 30, 2004

                                                 
                    Subsequent           Pro Forma    
    Camden   Summit   Acquisitions   Summit,   Adjustments   Camden Pro
    Historical
  Historical
  (A)
  As Adjusted
  (B)
  Forma
(in thousands)                                                
ASSETS
                                               
Real estate assets
                                               
Real estate assets held for investment
  $ 3,164,666     $ 1,461,706     $ 77,286     $ 1,538,992     $ 378,443     $ 5,082,101  
Accumulated depreciation
    (680,184 )     (146,498 )           (146,498 )     146,498       (680,184 )
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Net real estate assets held for investment
    2,484,482       1,315,208       77,286       1,392,494       524,941       4,401,917  
Investment in joint ventures
    10,076       2,821             2,821       (41 )     12,856  
Assets held for sale
    1,800       115,849             115,849       32,246       149,895  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Total real estate assets
    2,496,358       1,433,878       77,286       1,511,164       557,146       4,564,668  
Cash and cash equivalents
    2,465       3,009       (242 )     2,767             5,232  
Other assets, net
    148,106       96,000       (67,656 )     28,344       125       176,575  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Total assets
  $ 2,646,929     $ 1,532,887     $ 9,388     $ 1,542,275     $ 557,271     $ 4,746,475  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
                                               
Liabilities
                                               
Notes payable
  $ 1,605,326     $ 791,714     $ 9,388     $ 801,102     $ 540,126     $ 2,946,554  
Accounts payable and other liabilities
    140,049       61,684             61,684       (5,337 )     196,396  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Total liabilities
    1,745,375       853,398       9,388       862,786       534,789       3,142,950  
Minority interests
                                               
Perpetual preferred units
    115,060       53,544             53,544       1,456       170,060  
Common units
    43,881       60,575             60,575       43,732       148,188  
Other minority interests
          7,014             7,014       1,915       8,929  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Total minority interests
    158,941       121,133             121,133       47,103       327,177  
Shareholders’ equity
                                               
Common shares of beneficial interest
    486       315             315       (197 )     604  
Additional paid-in capital
    1,346,040       515,814             515,814       34,031       1,895,885  
(Distributions in excess of net income) retained earnings
    (353,996 )     58,879             58,879       (58,879 )     (353,996 )
Unearned restricted share awards
    (14,069 )     (424 )           (424 )     424       (14,069 )
Employee notes receivable
          (16,228 )           (16,228 )           (16,228 )
Treasury shares, at cost
    (235,848 )                             (235,848 )
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Total shareholders’ equity
    742,613       558,356             558,356       (24,621 )     1,276,348  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Total liabilities and shareholders’ equity
  $ 2,646,929     $ 1,532,887     $ 9,388     $ 1,542,275     $ 557,271     $ 4,746,475  
 
   
 
     
 
     
 
     
 
     
 
     
 
 

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Table of Contents

Camden Property Trust
Unaudited Pro Forma Condensed Combined Statement of Operations
for the year ended December 31, 2003

                                                         
    Camden   Summit   Subsequent   Summit,   Pro Forma           Camden
    Historical
  Historical
  Acquisitions (C)
  As Adjusted
  Adjustments
          Pro Forma
(in thousands, except per share amounts)                                                        
Revenues
                                                       
Rental revenues
  $ 371,401     $ 104,973     $ 12,095     $ 117,068     $             $ 488,469  
Other property revenues
    33,373       7,854       725       8,579                     41,952  
 
   
 
     
 
     
 
     
 
     
 
             
 
 
Total property revenues
    404,774       112,827       12,820       125,647                     530,421  
Fee and asset management
    7,276       618             618                     7,894  
Other revenues
    5,685       2,643             2,643                     8,328  
 
   
 
     
 
     
 
     
 
     
 
             
 
 
Total revenues
    417,735       116,088       12,820       128,908                     546,643  
Expenses
                                                       
Total property expenses
    163,939       38,002       5,143       43,145                     207,084  
Property management
    10,154       5,271             5,271                     15,425  
Fee and asset management
    3,908       641             641                     4,549  
General and administrative
    16,231       6,941             6,941                     23,172  
Other expenses
    1,389                                       1,389  
Interest
    75,414       26,913       3,252       30,165       10,999       (D-1 )     116,578  
Depreciation
    105,442       30,462       7,621       38,083       28,920       (D-2 )     172,445  
Amortization of deferred financing costs
    2,634       2,198             2,198       (2,198 )     (D-3 )     2,634  
 
   
 
     
 
     
 
     
 
     
 
             
 
 
Total expenses
    379,111       110,428       16,016       126,444       37,721       (D-4 )     543,276  
 
   
 
     
 
     
 
     
 
     
 
             
 
 
Income from continuing operations before gain on sale of land, equity in income of joint ventures and minority interests
    38,624       5,660       (3,196 )     2,464       (37,721 )             3,367  
Gain on sale of land
    2,590       73             73                     2,663  
Equity in income (loss) of joint ventures
    3,200       (326 )           (326 )                   2,874  
Income allocated to minority interests
                                                       
Distributions on perpetual preferred units
    (12,747 )     (10,306 )           (10,306 )                   (23,053 )
Original issuance costs and premium paid on redeemed perpetual preferred units
          (2,963 )           (2,963 )                   (2,963 )
(Income) loss allocated to common units
    (2,237 )     880       358       1,237       4,219       (D-5 )     3,220  
 
   
 
     
 
     
 
     
 
     
 
             
 
 
Income (loss) from continuing operations
  $ 29,430     $ (6,982 )   $ (2,838 )   $ (9,821 )   $ (33,502 )           $ (13,892 )
 
   
 
     
 
     
 
     
 
     
 
             
 
 
Per share data
                                                       
Basic income (loss) from continuing operations per share
  $ 0.75                                             $ (0.27 )
Diluted income (loss) from continuing operations per share
  $ 0.71                                             $ (0.27 )
Weighted average number of common shares outstanding
    39,355                               11,787       (D-6 )     51,142  
Weighted average number of common and dilutive common equivalent shares outstanding
    41,354                               11,787               51,142  

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Table of Contents

Camden Property Trust
Unaudited Pro Forma Condensed Combined Statement of Operations
for the nine months ended September 30, 2004

                                                         
    Camden   Summit   Subsequent   Summit, As   Pro Forma           Camden
    Historical
  Historical
  Acquisitions (C)
  Adjusted
  Adjustments
          Pro Forma
(in thousands, except per share mounts)                                                        
Revenues
                                                       
Rental revenues
  $ 289,212     $ 95,445     $ 9,252     $ 104,697     $             $ 393,909  
Other property revenues
    26,268       7,940       562       8,502                     34,770  
 
   
 
     
 
     
 
     
 
     
 
             
 
 
Total property revenues
    315,480       103,385       9,814       113,199                     428,679  
Fee and asset management
    6,639       439             439                     7,078  
Other revenues
    7,999       1,197             1,197                     9,196  
 
   
 
     
 
     
 
     
 
     
 
             
 
 
Total revenues
    330,118       105,021       9,814       114,835                     444,953  
Expenses
                                                       
Total property expenses
    130,460       34,575       3,924       38,499                     168,959  
Property management
    8,512       4,100             4,100                     12,612  
Fee and asset management
    2,845       496             496                     3,341  
General and administrative
    12,400       6,099             6,099                     18,499  
Other expenses
          1,536             1,536                     1,536  
Interest
    59,701       22,728       2,103       24,831       8,250       (D-1 )     92,782  
Depreciation
    80,299       30,191       7,810       38,001       16,678       (D-2 )     134,978  
Amortization of deferred financing costs
    2,250       1,138             1,138       (1,138 )     (D-3 )     2,250  
 
   
 
     
 
     
 
     
 
     
 
             
 
 
Total expenses
    296,467       100,863       13,837       114,700       23,790       (D-4 )     434,957  
 
   
 
     
 
     
 
     
 
     
 
             
 
 
Income from continuing operations before gain on sale of land, impairment loss on land held for sale, equity in income of joint ventures and minority interests
    33,651       4,158       (4,023 )     135       (23,790 )             9,996  
Gain on sale of land
    1,255                                       1,255  
Impairment loss on land held for sale
    (1,143 )                                     (1,143 )
Equity in income (loss) of joint ventures
    259       (275 )           (275 )                   (16 )
Income allocated to minority interests
                                                       
Distributions on perpetual preferred units
    (8,350 )     (3,609 )           (3,609 )                   (11,959 )
Original issuance costs on redeemed perpetual preferred units
    (745 )                                     (745 )
(Income) loss allocated to common units
    (2,078 )     (27 )     386       359       2,279       (D-5 )     560  
 
   
 
     
 
     
 
     
 
     
 
             
 
 
Income (loss) from continuing operations
  $ 22,849     $ 247     $ (3,637 )   $ (3,390 )   $ (21,511 )           $ (2,052 )
 
   
 
     
 
     
 
     
 
     
 
             
 
 
Per share data
                                                       
Basic income (loss) from continuing operations per share
  $ 0.57                                             $ (0.04 )
Diluted income (loss) from continuing operations per share
  $ 0.54                                             $ (0.04 )
Weighted average number of common shares outstanding
    40,234                               11,787       (D-6 )     52,021  
Weighted average number of common and dilutive common equivalent shares outstanding
    42,381                               11,787               52,021  

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Table of Contents

Camden Property Trust

Notes to Unaudited Pro Forma Condensed Combined
Financial Statements

A.   Subsequent to September 30, 2004, Summit acquired Summit Fallsgrove, a 268 apartment home community located in Rockville, Maryland; and expects to acquire in the fourth quarter of 2004, a 180 apartment home community located in Charlotte, North Carolina. These purchases were primarily made, or are assumed to be made, using funds which were reserved for acquisitions at September 30, 2004. As a result of these transactions, adjustments have been made to Summit’s historical balance sheet as of September 30, 2004. See Note C for further discussion of subsequent acquisitions.

B.   Summit stockholders have the right to elect to receive, for each share of Summit common stock, either $31.20 in cash or .6687 of a Camden common share, subject to reallocation. We refer to the cash and share consideration to be paid to Summit stockholders as the merger consideration.

    The total amount of cash that will be paid to Summit stockholders as consideration in the merger is fixed at approximately $436.5 million, subject to increase based on the number of shares of Summit common stock outstanding immediately prior to the closing of the merger, which we refer in this joint proxy statement/prospectus as the aggregate cash consideration. The cash elections and the share elections in the merger are subject to reallocation to preserve this fixed limitation on the amount of cash to be paid in the merger. As a result, even if a Summit stockholder makes a cash election or a share election, the stockholder may receive a mix of cash and shares.

    As of November 5, 2004, there were 31,465,674 shares of Summit common stock outstanding and 3,343,004 limited partnership units in Summit Properties Partnership, L.P. owned by minority interest holders. At closing, approximately 150,163 previously granted shares of restricted stock will vest and will be entitled to receive the merger consideration.

     The total purchase price, based on an estimated Camden share price of $46.66 at closing, which approximates the most recent 15-day trading average, and financing of the merger are summarized as follows:

         
(in thousands)        
Calculation of purchase price
       
Issuance of 11,786,595 Camden common shares based on a .6687 exchange ratio in exchange for 17,626,133 shares of Summit common stock.
  $ 549,963  
Payment of $436.5 million in exchange for 13,989,704 shares of Summit common stock
    436,479  
Issuance of 2,235,466 Camden Summit Operating Partnership units based on a .6687 exchange ratio in exchange for 3,343,004 units in Summit Properties Partnership, L.P.
    104,307  
 
   
 
 
Total merger consideration
    1,090,749  
Assumption of Summit’s mortgages and unsecured notes payable at book value
    791,714  
Adjustment to record Summit mortgages and unsecured notes payable at fair value
    23,578  
Reversal of Summit’s historical fair value adjustments to notes payable
    (1,531 )
Adjustment to Summit’s notes payable for property acquisitions subsequent to September 30, 2004
    9,388  
Assumption of Summit’s accounts payable and other liabilities at book value
    61,684  
Assumption of Summit’s employee notes receivable
    (16,228 )
Adjustment to record Summit’s accounts payable and other liabilities at fair value
    (5,337 )
Assumption of Summit’s Series C preferred units at liquidation value
    55,000  
Fair value of Summit’s other minority interests
    8,929  
Estimated fees and other expenses related to the merger
    81,600  
 
   
 
 
Total purchase price
  $ 2,099,546  
 
   
 
 

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Table of Contents

Camden Property Trust

Notes to Unaudited Pro Forma Condensed Combined
Financial Statements

     The following is a calculation of the estimated fees and other expenses related to the merger (in thousands):

         
Advisory fees
  $ 9,600  
Legal, accounting and other fees
    5,000  
Termination, severance and settlement of share-based compensation
    67,000  
 
   
 
 
Total estimated fees and other expenses related to the merger
  $ 81,600  
 
   
 
 

     Camden has allocated the purchase price to the estimated fair value of the net assets acquired and liabilities assumed as follows:

                                 
    Summit,   Summit Fair   Pro Forma        
    As Adjusted
  Value
  Adjustments
       
(in thousands)                                
ASSETS
                               
Real estate assets
                               
Real estate assets held for investment
  $ 1,538,992     $ 1,917,435     $ 378,443       (B-1 )
Accumulated depreciation
    (146,498 )           146,498       (B-2 )
 
   
 
     
 
     
 
         
Net real estate assets held for investment
    1,392,494       1,917,435       524,941          
Investment in joint ventures
    2,821       2,780       (41 )     (B-3 )
Assets held for sale
    115,849       148,095       32,246       (B-4 )
 
   
 
     
 
     
 
         
Total real estate assets
    1,511,164       2,068,310       557,146          
Cash and cash equivalents
    2,767       2,767                
Other assets, net
    28,344       28,469       125       (B-5 )
 
   
 
     
 
     
 
         
Total assets
  $ 1,542,275     $ 2,099,546     $ 557,271          
 
   
 
     
 
     
 
         
LIABILITIES AND SHAREHOLDERS’ EQUITY
                               
Liabilities
                               
Notes payable
  $ 801,102     $ 1,341,228     $ 540,126       (B-6 )
Accounts payable and other liabilities
    61,684       56,347       (5,337 )     (B-7 )
 
   
 
     
 
     
 
         
Total liabilities
    862,786       1,397,575       534,789          
Minority interests
                               
Perpetual preferred units
    53,544       55,000       1,456       (B-8 )
Common units
    60,575       104,307       43,732       (B-9 )
Other minority interests
    7,014       8,929       1,915       (B-10 )
 
   
 
     
 
     
 
         
Total minority interests
    121,133       168,236       47,103          
Shareholders’ equity
                               
Common shares of beneficial interest
    315       118       (197 )     (B-11 )
Additional paid-in capital
    515,814       549,845       34,031       (B-11 )
Retained earnings
    58,879             (58,879 )     (B-11 )
Unearned restricted share awards
    (424 )           424       (B-11 )
Employee notes receivable
    (16,228 )     (16,228 )           (B-12 )
 
   
 
     
 
     
 
         
Total shareholders’ equity
    558,356       533,735       (24,621 )        
 
   
 
     
 
     
 
         
Total liabilities and shareholders’ equity
  $ 1,542,275     $ 2,099,546     $ 557,271          
 
   
 
     
 
     
 
         

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Table of Contents

Camden Property Trust

Notes to Unaudited Pro Forma Condensed Combined
Financial Statements

B-1   Fair market value adjustment to Summit’s real estate assets held for investment based on Camden’s purchase price allocation. See Note D-2 for further discussion of purchase price allocation.
 
B-2   Adjustment to eliminate Summit’s historical accumulated depreciation.
 
B-3   Adjustment to record, at fair value, Summit’s investment in the Station Hill joint venture which owns four multifamily communities. Estimates of fair value are calculated using the same methods of valuation that are applied to wholly owned assets.
 
B-4   Fair market value adjustment of Summit’s three apartment communities which were classified as held for sale as of September 30, 2004. Amount represents estimated net realizable value, less costs to sell.
 
B-5   Adjustments to Summit’s historical balances for other assets as follows:

a.   Elimination of Summit’s historical book value for: $8.8 million in deferred financing costs, $5.1 million in acquired in place lease values and $3.7 million in receivables related to straight line rent adjustments and other assets.

b.   Increase in other assets for $17.7 million which represents the portion of the purchase price allocated to intangible lease costs related to in place leases. We estimate the value of in place leases by determining the savings in leasing downtime and lease inception costs. We also estimate the value of current resident relations based on renewals.

B-6   Adjustment to Summit’s historical balances for notes payable as follows:

a.   Additional borrowings of $518.1 million to fund the cash portion of the merger consideration and payment of estimated fees and other expenses related to the merger. These borrowings will be financed under a new $500 million senior unsecured bridge facility, to be entered into before the closing of the merger, and by borrowing the remainder under Camden’s existing credit facility. In connection with the merger, Camden expects to form a joint venture and transfer to the joint venture multifamily properties, currently owned by Camden, with an estimated fair value of $425 million to $525 million. Camden expects to use a portion of the proceeds from this transaction to refinance the bridge facility. No adjustments have been made to the pro forma financial statements for this joint venture transaction as Camden cannot guarantee that this transaction will be consummated.

b.   Adjustment to reflect the reversal of Summit’s historical fair value adjustments of notes payable of $1.5 million and the addition of our estimated fair value of Summit’s notes payable of $23.6 million. The fixed interest rates on notes payable that Camden will assume upon completion of the merger with Summit are above market rates. Camden will record a fair value adjustment of $23.6 million to account for the difference between the fixed rates and market rates for those borrowings. Estimates of fair value are based upon interest rates available for the issuance of debt with similar terms and remaining maturities.

B-7   Adjustments to historical book value of Summit’s accounts payable and other liabilities of $5.3 million related to deferred gains.
 
B-8   Represents the increase in Summit’s Series C preferred units to reflect a liquidation value of $55.0 million.

F-7


Table of Contents

Camden Property Trust

Notes to Unaudited Pro Forma Condensed Combined
Financial Statements

B-9   Represents the issuance of 2,235,466 common units based on a .6687 exchange ratio in exchange for 3,343,004 common units in Summit Properties Partnership, L.P. Based on an estimated value of Camden common shares of $46.66 per share, the fair value of these units total $104.3 million. Summit’s book value of these units as of September 30, 2004 was $60.6 million.
 
B-10   Reflects the adjustment to Summit’s other minority interests based on estimates of fair value of the underlying assets and liabilities of the joint venture.
 
B-11   Represents adjustments to historical shareholders’ equity to reflect the issuance of 11,786,595 Camden common shares, at an estimated value of $46.66 per share, in exchange for 17,626,133 shares of Summit common stock and the purchase of 13,989,704 shares of Summit common stock for cash. At the time of the merger, all previously granted shares of restricted stock will vest and will be entitled to receive the merger consideration.
 
B-12   Represents employee notes receivable that are secured by Summit common stock. No pro forma adjustment has been made because the stockholders may elect, on a share-by-share basis, to receive either Summit common stock or cash at the closing of the merger, and no determination can be made as to such elections.
 
C   Summit acquired four apartment communities during the nine months ended September 30, 2004, one apartment community subsequent to September 30, 2004 and expects to acquire another apartment community during the fourth quarter of 2004.

    On May 27, 2004, Summit acquired Summit Stonecrest, a 306 apartment home community located in Charlotte, North Carolina, for $28.0 million. Consideration paid for this community was cash of $9.6 million and the assumption of a $19.7 million mortgage, which had a fair market value of $18.4 million on the date of acquisition. The assumed mortgage has a stated interest rate of 4.18% and matures on September 1, 2012. The property was 86.9% occupied as of January 1, 2003, 87.9% occupied as of December 31, 2003 and 89.9% occupied as of May 26, 2004.
 
    On June 14, 2004, Summit acquired Summit South End Square, a 299 apartment home community located in Charlotte, North Carolina, for $33.5 million in cash. The property was 0.0% occupied as of January 1, 2003, 68.0% occupied as of December 31, 2003 and 92.6% occupied as of June 13, 2004.
 
    On September 2, 2004, Summit acquired Summit Doral Villas, a 232 apartment home community located in Miami, Florida for $43.3 million. Consideration paid for this community was cash of $18.4 million and the assumption of a $21.1 million mortgage, which had a fair market value of $24.9 million on the date of acquisition. The assumed mortgage has a stated interest rate of 6.82% and matures on January 1, 2011. The property was 93.5% occupied as of January 1, 2003, 91.7% occupied as of December 31, 2003 and 94.4% occupied as of September 2, 2004.
 
    On September 30, 2004, Summit acquired Summit Midtown, a 296 apartment home community located in Atlanta, Georgia, for $44.8 million in cash. The residential units were 90.2% occupied as of January 1, 2003, 92.6% occupied as of December 31, 2003 and 92.6% occupied as of September 29, 2004. The retail space was 89.6% occupied as of January 1, 2003 and 100.0% occupied