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AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER
This Amendment No. 1 (this "Amendment"), dated as of February 4, 1998, is
made and entered into by and among Camden Property Trust, a Texas real estate
investment trust ("Camden"), Camden Subsidiary II, Inc., a Delaware corporation
and a direct wholly owned subsidiary of Camden ("Camden Sub"), and Oasis
Residential, Inc., a Nevada corporation (the "Company"), and shall amend the
Agreement and Plan of Merger, dated December 16, 1997, by and among Camden,
Camden Sub and Oasis (the "Merger Agreement").
WHEREAS, the parties to the Merger Agreement desire to amend the Merger
Agreement to clarify their mutual intent relating thereto.
NOW, THEREFORE, in consideration of the foregoing, the parties hereto
hereby agree as follows:
1. Section 2.1(d) of the Merger Agreement is amended in its entirety to read as
follows:
"(d) Conversion of Series A Preferred Stock. At the Effective Time, each
share of Series A Preferred Stock outstanding immediately prior to the Effective
Time shall, except as otherwise provided in clause (b) above, automatically and
without any action on the part of the holder thereof, cease to be outstanding
and be converted into one share of Series A Cumulative Convertible Preferred
Stock, par value $.01 per share (the "CAMDEN PREFERRED STOCK" and, together with
the Camden Common Stock, the "CAMDEN SHARES"), of Camden (the "PREFERRED STOCK
EXCHANGE RATIO" and, together with the Common Stock Exchange Ratio, the
"EXCHANGE RATIO"), and shall have a liquidation preference of $25.00 per share.
The terms of the Camden Preferred Stock shall be the same as the terms of the
Series A Preferred Stock; provided, however, that the Camden Preferred Stock
shall have such voting rights as the parties shall reasonably agree are
necessary in order to insure that the Merger constitutes a reorganization within
the meaning of Section 368(a) of the Code; provided, further, that the
cumulative cash dividends payable in amount per share shall equal the greater of
(i) $2.25 per annum or (ii) the cash dividends paid or payable on a number of
shares of Camden Common Stock equal to the number of shares of Camden Common
Stock into which a share of Camden Preferred Stock is convertible, and shares of
Camden Preferred Stock shall be convertible into shares of Camden Stock at a
conversion price of $32.4638 per share of Camden Common Stock, subject to
certain adjustments.
2 . Section 3.1(f) of the Merger Agreement is amended in its entirety to read as
follows:
"(f) Absence of Certain Changes or Events. Except as disclosed in the
Company SEC Documents or in SCHEDULE 3.1(f) to the Company Disclosure Letter,
since the date of the most recent financial statements included in the Company
SEC Documents (the "FINANCIAL STATEMENT DATE") and to the date of this
Agreement, the Company and the Company Subsidiaries have conducted their
business only in the ordinary course and there has not been (i) any change that
would have a Material Adverse Effect (a "MATERIAL ADVERSE CHANGE"), nor has
there been any occurrence or circumstance that with the passage of time would
reasonably be expected to result in a Material
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Adverse Change, (ii) except for regular quarterly dividends paid on Company
Shares as set forth on SCHEDULE 3.1(f) to the Company Disclosure Schedule, in
each case with customary record and payment dates, any declaration, setting
aside or payment of any dividend or other distribution (whether in cash, stock
or property) with respect to any of the Company's capital stock, other than any
dividend required to be paid pursuant to Section 2.2, (ill) any split,
combination or reclassification of any of the Company's capital stock or, except
for the issuance of the Oasis Martinique LLC Units, any issuance or the
authorization of any issuance of any other securities in respect of, in lieu of
or in substitution for, or giving the right to acquire by exchange or exercise,
shares of its capital stock or any issuance of an ownership interest in, any
Company Subsidiary except as permitted by Section 4.1,(iv) any damage,
destruction or loss, not covered by insurance, that has or would have a Material
Adverse Effect or (v) any change in accounting methods, principles or practices
by the Company or any Company Subsidiary, except insofar as may have been
disclosed in the Company SEC Documents or required by a change in GAAP."
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
effective as of the date first above written.
CAMDEN PROPERTY TRUST
By: /s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx
Chairman of the Board
CAMDEN SUBSIDIARY II, INC.
By: /s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx
Chairman of the Board
OASIS RESIDENTIAL, INC.
By:
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Xxxxx X. Xxxxxxxx
President and Chief Executive
Officer
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
effective as of the date first above written.
CAMDEN PROPERTY TRUST
By:
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Xxxxxxx X. Xxxxx
Chairman of the Board
CAMDEN SUBSIDIARY II, INC.
By:
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Xxxxxxx X. Xxxxx
Chairman of the Board
OASIS RESIDENTIAL, INC.
By: /s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx
President and Chief Executive
Officer
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
effective as of the date first above written.
CAMDEN PROPERTY TRUST
By:
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Xxxxxxx X. Xxxxx
Chairman of the Board
CAMDEN SUBSIDIARY II, INC.
By:
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Xxxxxxx X. Xxxxx
Chairman of the Board
OASIS RESIDENTIAL, INC.
By: /s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx
President and Chief Executive
Officer
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