Camden Property Trust 10-K/A, filed Mar 6, 2020
Camden Property Trust (CPT)
10-K/A
2020-03-06
For: 2019-12-31
View Original
Added on
April 10, 2026
About this 10-K/A
Camden Property Trust filed this 10-K/A on March 6, 2020, covering the fiscal year ended December 31, 2019.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended December 31, 2019
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to
Commission file number: 1-12110
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||
(Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: -713 354-2500
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ý
Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):
ý | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | |||
Emerging growth company | |||||
If an emerging growth company, indicate by check mark if the registrant has elected to not use the extended transition period for complying with any new or revised financial accounting standards provided pursuant of Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in the Rule 12b-2 of the Act). Yes ☐ No ý
The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was $10,045,538,849 based on a June 28, 2019 share price of $104.39 .
On February 13, 2020, 97,326,277 common shares of the registrant were outstanding, net of treasury shares and shares held in our deferred compensation arrangements.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement in connection with its Annual Meeting of Shareholders to be held May 13, 2020 are incorporated by reference in Part III.
EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on Form 10-K of Camden Property Trust (the “Company”) for the year ended December 31, 2019, as filed with the Securities and Exchange Commission (the “SEC”) on February 20, 2020 (the “Original Form 10-K”), is being filed for the sole purpose of updating the exhibits to the Original Form 10-K to include Exhibit 4.14, which was inadvertently omitted from the Original Form 10-K as a result of an administrative error. Exhibit 4.14 sets forth the description of the Company’s common shares contained in its Registration Statement on Form 8-A filed with the SEC on June 21, 1993 and is incorporated into the Original Form 10-K by reference.
Except as otherwise expressly noted herein, this Amendment No. 1 does not modify or update in any way the disclosures in the Original Form 10-K, including the Company’s audited financial statements and related schedules and other disclosures, or the exhibits to the Original Form 10-K, nor does it reflect events occurring after the date and time of the filing of the Original Form 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-K.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are filed as exhibits to this Amendment No. 1 under Item 15 of Part IV hereof. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted.
PART IV
Item 15. Exhibits and Financial Statement Schedules
The following documents are filed as part of this report:
(1) Financial Statements: | |
See the Original Form 10-K | |
(2) Financial Statement Schedules: | |
See the Original Form 10-K | |
All other schedules have been omitted since the required information is presented in the financial statements and the related notes or is not applicable.
(3) Index to Exhibits:
The following exhibits are filed as part of or incorporated by reference into this report:
Exhibit No. | Description | Filed Herewith or Incorporated Herein by Reference (1) | ||
3.1 | Amended and Restated Declaration of Trust of Camden Property Trust (2) | Exhibit 3.1 to Form 10-K for the year ended December 31, 1993 - Rule 311-P | ||
Amendment to the Amended and Restated Declaration of Trust of Camden Property Trust | Exhibit 3.1 to Form 10-Q for the quarter ended June 30, 1997 | |||
Amendment to the Amended and Restated Declaration of Trust of Camden Property Trust | Exhibit 3.1 to Form 8-K filed on May 14, 2012 | |||
Third Amended and Restated Bylaws of Camden Property Trust | Exhibit 99.1 to Form 8-K filed on March 12, 2013 | |||
Fourth Amended and Restated Bylaws of Camden Property Trust | Exhibit 3.1 to Form 8-K filed on July 25, 2019 | |||
4.1 | Specimen certificate for Common Shares of Beneficial Interest (2) | Form S-11 filed on September 15, 1993 (Registration No. 33-68736) - Rule 311-P | ||
Indenture for Senior Debt Securities dated as of February 11, 2003 between Camden Property Trust and U. S. Bank National Association, as successor to SunTrust Bank, as Trustee | Exhibit 4.1 to Form S-3 filed on February 12, 2003 (Registration No. 333-103119) | |||
Exhibit No. | Description | Filed Herewith or Incorporated Herein by Reference (1) | ||
First Supplemental Indenture dated as of May 4, 2007 between the Company and U.S. Bank National Association, as successor to SunTrust Bank, as Trustee | Exhibit 4.2 to Form 8-K filed on May 7, 2007 | |||
Second Supplemental Indenture dated as of June 3, 2011 between the Company and U.S. Bank National Association, as successor to SunTrust Bank, as Trustee | Exhibit 4.3 to Form 8-K filed on June 3, 2011 | |||
Third Supplemental Indenture dated as of October 4, 2018 between the Company and U.S. Bank National Association, as successor to SunTrust Bank, as Trustee | Exhibit 4.4 to Form 8-K filed on October 4, 2018 | |||
Registration Rights Agreement dated as of February 28, 2005 between Camden Property Trust and the holders named therein | Form S-4 filed on November 24, 2004 (Registration No. 333-120733) | |||
Form of Camden Property Trust 2.95% Note due 2022 | Exhibit 4.4 to Form 8-K filed on December 7, 2012 | |||
Form of Camden Property Trust 4.875% Note due 2023 | Exhibit 4.5 to Form 8-K filed on June 3, 2011 | |||
Form of Camden Property Trust 4.250% Note due 2024 | Exhibit 4.1 to Form 8-K filed on December 2, 2013 | |||
Form of Camden Property Trust 3.50% Note due 2024 | Exhibit 4.1 to Form 8-K filed on September 12, 2014 | |||
Form of Camden Property Trust 4.100% Note due 2028 | Exhibit 4.5 to Form 8-K filed on October 4, 2018 | |||
Form of Camden Property Trust 3.150% Note due 2029 | Exhibit 4.5 to Form 8-K filed on June 17, 2019 | |||
Form of Camden Property Trust 3.350% Note due 2049 | Exhibit 4.5 to Form 8-K filed on October 7, 2019 | |||
Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | Filed Herewith | |||
10.1 | Form of Indemnification Agreement between Camden Property Trust and certain of its trust managers and executive officers (2) | Form S-11 filed on July 9, 1993 (Registration No. 33-63588) - Rule 311-P | ||
Second Amended and Restated Employment Agreement dated July 11, 2003 between Camden Property Trust and Richard J. Campo | Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2003 | |||
Second Amended and Restated Employment Agreement dated July 11, 2003 between Camden Property Trust and D. Keith Oden | Exhibit 10.2 to Form 10-Q for the quarter ended June 30, 2003 | |||
Form of First Amendment to Second Amended and Restated Employment Agreements, effective as of January 1, 2008, between Camden Property Trust and each of Richard J. Campo and D. Keith Oden | Exhibit 99.1 to Form 8-K filed on November 30, 2007 | |||
Second Amendment to Second Amended and Restated Employment Agreement, dated as of March 14, 2008, between Camden Property Trust and D. Keith Oden | Exhibit 99.1 to Form 8-K filed on March 18, 2008 | |||
Form of Employment Agreement by and between Camden Property Trust and certain senior executive officers | Exhibit 10.13 to Form 10-K for the year ended December 31, 1996 | |||
Second Amended and Restated Employment Agreement, dated November 3, 2008, between Camden Property Trust and H. Malcolm Stewart | Exhibit 99.1 to Form 8-K filed on November 4, 2008 | |||
Exhibit No. | Description | Filed Herewith or Incorporated Herein by Reference (1) | ||
Second Amended and Restated Camden Property Trust Key Employee Share Option Plan (KEYSOP™), effective as of January 1, 2008 | Exhibit 99.5 to Form 8-K filed on November 30, 2007 | |||
Amendment No. 1 to Second Amended and Restated Camden Property Trust Key Employee Share Option Plan, effective as of January 1, 2008 | Exhibit 99.1 to Form 8-K filed on December 8, 2008 | |||
Form of Amended and Restated Master Exchange Agreement between Camden Property Trust and certain key employees | Exhibit 10.7 to Form 10-K for the year ended December 31, 2003 | |||
Form of Amended and Restated Master Exchange Agreement between Camden Property Trust and certain trust managers | Exhibit 10.8 to Form 10-K for the year ended December 31, 2003 | |||
Form of Amended and Restated Master Exchange Agreement between Camden Property Trust and certain key employees | Exhibit 10.9 to Form 10-K for the year ended December 31, 2003 | |||
Form of Master Exchange Agreement between Camden Property Trust and certain trust managers | Exhibit 10.10 to Form 10-K for the year ended December 31, 2003 | |||
Form of Amendment No. 1 to Amended and Restated Master Exchange Agreement (Trust Managers) effective November 27, 2007 | Exhibit 10.1 to Form 10-Q filed on July 30, 2010 | |||
Form of Amendment No. 1 to Amended and Restated Master Exchange Agreement (Key Employees) effective November 27, 2007 | Exhibit 10.2 to Form 10-Q filed on July 30, 2010 | |||
Form of Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P. | Exhibit 10.1 to Form S-4 filed on February 26, 1997 (Registration No. 333-22411) | |||
First Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of February 23, 1999 | Exhibit 99.2 to Form 8-K filed on March 10, 1999 | |||
Form of Second Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of August 13, 1999 | Exhibit 10.15 to Form 10-K for the year ended December 31, 1999 | |||
Form of Third Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of September 7, 1999 | Exhibit 10.16 to Form 10-K for the year ended December 31, 1999 | |||
Form of Fourth Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of January 7, 2000 | Exhibit 10.17 to Form 10-K for the year ended December 31, 1999 | |||
Form of Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of December 1, 2003 | Exhibit 10.19 to Form 10-K for the year ended December 31, 2003 | |||
Amended and Restated 1993 Share Incentive Plan of Camden Property Trust | Exhibit 10.18 to Form 10-K for the year ended December 31, 1999 | |||
Amended and Restated Camden Property Trust 1999 Employee Share Purchase Plan | Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2014 | |||
Amended and Restated 2002 Share Incentive Plan of Camden Property Trust | Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2002 | |||
Camden Property Trust 2018 Employee Share Purchase Plan | Exhibit 99.2 to Form 8-K filed on May 17, 2018 | |||
Amendment to Amended and Restated 2002 Share Incentive Plan of Camden Property Trust | Exhibit 99.1 to Form 8-K filed on May 4, 2006 | |||
Exhibit No. | Description | Filed Herewith or Incorporated Herein by Reference (1) | ||
Amendment to Amended and Restated 2002 Share Incentive Plan of Camden Property Trust, effective as of January 1, 2008 | Exhibit 99.1 to Form 8-K filed on July 29, 2008 | |||
Camden Property Trust 2011 Share Incentive Plan, effective as of May 11, 2011 | Exhibit 99.1 to Form 8-K filed on May 12, 2011 | |||
Amendment No. 1 to 2011 Share Incentive Plan of Camden Property Trust, dated as of July 31, 2012 | Exhibit 99.1 to Form 8-K filed on August 6, 2012 | |||
Amendment No. 2 to the 2011 Share Incentive Plan of Camden Property Trust, dated as of July 30, 2013 | Exhibit 99.1 to Form 8-K filed on August 5, 2013 | |||
Amendment No. 3 to the 2011 Share Incentive Plan of Camden Property Trust, dated as of October 28, 2015 | Exhibit 99.1 to Form 8-K filed on October 29, 2015 | |||
Camden Property Trust 2018 Share Incentive Plan, effective as of May 17, 2018 | Exhibit 99.1 to Form 8-K filed on May 17, 2018 | |||
Camden Property Trust Short Term Incentive Plan | Exhibit 10.2 to Form 10-Q for the quarter ended March 31, 2002 | |||
Second Amended and Restated Camden Property Trust Non-Qualified Deferred Compensation Plan | Exhibit 99.1 to Form 8-K filed on February 21, 2014 | |||
Amended and Restated Camden Property Trust Non-Qualified Deferred Compensation Plan | Exhibit 10.35 to Form 10-K filed on February 15, 2019 | |||
Form of Second Amended and Restated Agreement of Limited Partnership of Camden Summit Partnership, L.P. among Camden Summit, Inc., as general partner, and the persons whose names are set forth on Exhibit A thereto | Exhibit 10.5 to Form S-4 filed on November 24, 2004 (Registration No. 333-120733) | |||
Form of Tax, Asset and Income Support Agreement among Camden Property Trust, Camden Summit, Inc., Camden Summit Partnership, L.P. and each of the limited partners who has executed a signature page thereto | Exhibit 10.6 to Form S-4 filed on November 24, 2004 (Registration No. 333-120733) | |||
Agreement, dated as of September 14, 2018, among William F. Paulsen, the 2014 Amended and Restated William B. McGuire Junior Revocable Trust, David F. Tufaro, McGuire Family DE 2012 LP, William B. McGuire, Jr., Susanne H. McGuire, Camden Property Trust, Camden Summit, Inc. and Camden Summit Partnership, L.P. | Exhibit 99.1 to Form 8-K filed by Camden Property Trust on September 17, 2018 (File No. 1-12110) | |||
Employment Agreement dated February 15, 1999, by and among William B. McGuire, Jr., Summit Properties Inc. and Summit Management Company, as restated on August 24, 2001 | Exhibit 10.1 to Summit Properties Inc.’s Form 10-Q for the quarter ended September 30, 2001 (File No. 000-12792) | |||
Amendment Agreement, dated as of June 19, 2004, among William B. McGuire, Jr., Summit Properties Inc. and Summit Management Company | Exhibit 10.8.2 to Summit Properties Inc.’s Form 10-Q for the quarter ended June 30, 2004 (File No. 001-12792) | |||
Employment Agreement dated February 15, 1999, by and among William F. Paulsen, Summit Properties Inc. and Summit Management Company, as restated on April 3, 2001 | Exhibit 10.1 to Summit Properties Inc.’s Form 10-Q for the quarter ended June 30, 2001 (File No. 000-12792) | |||
Amendment Agreement, dated as of June 19, 2004, among William F. Paulsen, Summit Properties Inc. and Summit Management Company | Exhibit 10.8.2 to Summit Properties Inc.’s Form 10-Q for the quarter ended June 30, 2004 (File No. 001-12792) | |||
Exhibit No. | Description | Filed Herewith or Incorporated Herein by Reference (1) | ||
Separation Agreement, dated as of February 28, 2005, between Camden Property Trust and William B. McGuire, Jr. | Exhibit 99.1 to Form 8-K filed on April 28, 2005 | |||
Separation Agreement, dated as of February 28, 2005, between Camden Property Trust and William F. Paulsen | Exhibit 99.2 to Form 8-K filed on April 28, 2005 | |||
Distribution Agency Agreement, dated May 15, 2017, between Camden Property Trust and Jefferies LLC | Exhibit 1.1 to Form 8-K filed on May 16, 2017 | |||
Distribution Agency Agreement, dated May 15, 2017, between Camden Property Trust and J.P. Morgan Securities LLC | Exhibit 1.2 to Form 8-K filed on May 16, 2017 | |||
Distribution Agency Agreement, dated May 15, 2017, between Camden Property Trust and Merrill Lynch, Pierce, Fenner & Smith Incorporated | Exhibit 1.3 to Form 8-K filed on May 16, 2017 | |||
Distribution Agency Agreement, dated May 15, 2017, between Camden Property Trust and SunTrust Robinson Humphrey, Inc. | Exhibit 1.4 to Form 8-K filed on May 16, 2017 | |||
Distribution Agency Agreement, dated May 15, 2017, between Camden Property Trust and Wells Fargo Securities, LLC | Exhibit 1.5 to Form 8-K filed on May 16, 2017 | |||
Third Amended and Restated Credit Agreement dated as of March 8, 2019 among Camden Property Trust, as the Borrower, Bank of America, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., U.S. Bank National Association, and PNC Bank National Association, as Syndication Agents, The Bank of Nova Scotia, Branch Banking and Trust Company, Deutsche Bank Securities Inc., Regions Bank, SunTrust Bank, and Wells Fargo Bank, National Association, as Documentation Agents, TD Bank N.A., as Managing Agent, and the other lenders party thereto, Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Chase Bank N.A., U.S. Bank National Association, and PNC Capital Markets LLC, as Joint Lead Arrangers, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and J.P. Morgan Chase Bank N.A., as Joint Bookrunners | Exhibit 99.1 to Form 8-K filed on March 8, 2019 | |||
List of Significant Subsidiaries | Filed Herewith | |||
Consent of Deloitte & Touche LLP | Filed Herewith | |||
Powers of Attorney for Heather J. Brunner, Mark D. Gibson, Scott S. Ingraham, Renu Khator, William B. McGuire, Jr., William F. Paulsen, Frances Aldrich Sevilla-Sacasa, Steven A. Webster, and Kelvin R. Westbrook | Filed Herewith | |||
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act | Filed Herewith | |||
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act | Filed Herewith | |||
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended | Filed Herewith | |||
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended | Filed Herewith | |||
Exhibit No. | Description | Filed Herewith or Incorporated Herein by Reference (1) | ||
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed Herewith | |||
101.INS | XBRL Instance Document | XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document | ||
101.SCH | XBRL Taxonomy Extension Schema Document | Filed Herewith | ||
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | Filed Herewith | ||
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | Filed Herewith | ||
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | Filed Herewith | ||
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | Filed Herewith | ||
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | Filed Herewith | ||
(1) | Unless otherwise indicated, all references to reports or registration statements are to reports or registration statements filed by Camden Property Trust (File No. 1-12110). |
(2) | Pursuant to SEC Release No. 33-10322 and Rule 311 of Regulation S-T, this exhibit was filed in paper before the mandated electronic filing. |
(3) | Portions of the exhibit have been omitted pursuant to a request for confidential treatment. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Camden Property Trust has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
March 6, 2020 | CAMDEN PROPERTY TRUST | |||||
By: | /s/ Michael P. Gallagher | |||||
Michael P. Gallagher | ||||||
Senior Vice President — Chief Accounting Officer | ||||||