UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 2, 2006
CAMDEN PROPERTY TRUST
(Exact name of Registrant as Specified in Charter)
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Texas |
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1-12110 |
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76-6088377 |
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(State or Other Jurisdiction of |
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(Commission File Number) |
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(I.R.S. Employer |
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Incorporation) |
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Identification Number) |
Three Greenway Plaza, Suite 1300, Houston, Texas 77046
( Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (713) 354-2500
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On May 2, 2006, Camden Property Trust, a Texas real estate investment trust (the “Company”), amended its Amended and Restated 2002 Share Incentive Plan, to, among other things, provide that unvested restricted shares granted thereunder will immediately vest in the event of the holder’s retirement from the Company after attainment of age 65 and the completion of 10 years of service with the Company, other than in the event of a termination for cause. The description herein of such amendment is qualified in its entirety, and the terms therein are incorporated herein, by reference to the amendment filed as Exhibit 99.1 hereto.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 2, 2006, the Company amended its Second and Amended Bylaws to, among other things, provide that notice of all meetings of shareholders shall be personally delivered or mailed, not less than 10 days nor more than 60 days prior to the date of the meeting, to the shareholders of record entitled to vote at such meeting. Prior to the adoption of the amendment, notice of such meetings was required to be given to shareholders of record not less than 10 days nor more than 50 days prior to the date of the meeting. The description herein of such amendment is qualified in its entirety, and the terms therein are incorporated herein, by reference to the amendment filed as Exhibit 99.2 hereto.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits .
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Exhibit |
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Title |
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99.1 |
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Amendment to Amended and Restated 2002 Share Incentive Plan of Camden Property Trust. |
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99.2 |
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Amendment to Second Amended and Restated Bylaws of Camden Property Trust. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 4, 2006
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CAMDEN PROPERTY TRUST |
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By: |
/s/ Dennis M. Steen |
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Dennis M. Steen |
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Senior Vice President - Finance,
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Exhibit 99.1
AMENDMENT TO
AMENDED AND RESTATED
2002 SHARE INCENTIVE PLAN
OF CAMDEN PROPERTY TRUST
WHEREAS , Camden Property Trust (the “Company”) has heretofore adopted the Amended and Restated 2002 Share Incentive Plan of Camden Property Trust (the “Plan”); and
WHEREAS , the Company desires to amend the Plan in certain respects as hereinafter provided;
NOW, THEREFORE , the Company does hereby amend the Plan as follows:
1. Section 2 of the Plan is hereby amended by adding the following new subsection to the end thereof to be and read as follows:
(oo) “Year of Service” shall mean each twelve (12) consecutive month period commencing on an Employee’s employment commencement date and ending on each anniversary of the Employee’s employment commencement date.
2. Section 6(b)(4) of the Plan is hereby revised to be and read in its entirety as follows:
(4) Termination of Employment or Relationship .
(i) General . If the employment or relationship with the Company or its Affiliates of a holder of a Restricted Share Award is terminated for any reason before satisfaction of the terms and conditions for the vesting (within the meaning of Code Section 83) of all Shares subject to the Restricted Share Award, the number of Restricted Shares not theretofore vested shall be reacquired by the Company and forfeited, and the purchase price paid for such forfeited Shares by the holder shall be returned to the holder. If Restricted Shares issued shall be reacquired by the Company and forfeited as provided above, the individual, or in the event of his or her death, his or her personal representative, shall forthwith deliver to the Secretary of the Company the certificates representing such Shares, accompanied by such instrument of transfer, if any, as may reasonably be required by the Company.
(ii) Retirement After Completion of Ten Years of Service . Notwithstanding subparagraph 6(b)(4)(i) above, any and all unvested Restricted Share Awards shall immediately vest in the event of the holder’s retirement from the Company and all Affiliates after attainment of age sixty-five (65) and completion of ten (10) Years of Service. The preceding sentence shall be inapplicable, and the forfeiture provisions of Section 6(b)(4)(i) above shall
apply if the employment or relationship with the Company and its Affiliates is terminated for “Cause”, as determined in the sole discretion of the Committee.
For purposes of this Section 6(b)(4)(ii), a holder’s employment or relationship shall be deemed to be terminated for “Cause”, if such termination is by reason of (i) failure to competently discharge any material portion of his/her duties; (ii) commission or omission of any acts which are in the nature of, or constitute, fraud or dishonesty against the Company or any Affiliate; (iii) behavior which is insubordinate or disruptive to the Company or any Affiliate, or materially detrimental to the business reputation of the Company; (iv) breach of any material policy of the Company or any Affiliate; (v) engaging in competition with the Company or any Affiliate, either as an individual for his/her own account or as a partner, officer, director, shareholder, employee, independent contractor, officer, or otherwise; (vi) continual inattention to, or neglect of, any material portion of his/her duties, which inattention is not the result of illness or accident.
IN WITNESS WHEREOF , the Company has caused this AMENDMENT TO AMENDED AND RESTATED 2002 SHARE INCENTIVE PLAN OF CAMDEN PROPERTY TRUST to be executed in its name and on its behalf this 2 nd day of May, 2006, to be effective as of May 2, 2006.
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CAMDEN PROPERTY TRUST |
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By: |
/s/ Dennis M. Steen |
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Dennis M. Steen |
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Senior Vice President – Finance, Chief Accounting Officer and Secretary |
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Exhibitt 99.2
AMENDMENT
TO
SECOND AMENDED AND RESTATED
BYLAWS
OF
CAMDEN PROPERTY TRUST
WHEREAS, Camden Property Trust, a Texas real estate investment trust (the “Company”), has heretofore adopted the Second Amended and Restated Bylaws of Camden Property Trust (the “Bylaws”); and
WHEREAS, the Company desires to amend the Bylaws as set forth herein.
NOW, THEREFORE, Section 2.04 of the Bylaws is amended and restated to read in its entirety as follows:
“ Section 2.4 Notice of Meetings . Written or printed notice of all meetings of shareholders stating the place, day and hour thereof, and in the case of a special meeting the purpose or purposes for which the meeting is called, shall be personally delivered or mailed, not less than ten (10) days nor more than sixty (60) days prior to the date of the meeting, to the shareholders of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail addressed to the shareholder at his address as it appears on the share transfer books of the Trust and the postage shall be prepaid. Personal delivery of any such notice to any officer of a corporation or association, or to any member of a partnership, shall constitute delivery of such notice to such corporation, association or partnership.”
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed in its name and on its behalf to be effective as of May 2, 2005.
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CAMDEN PROPERTY TRUST, |
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a Texas real estate investment trust |
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By: |
/s/ Richard J. Campo |
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Richard J. Campo |
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Chairman of the Board and Chief Executive Officer |