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Exhibit 2.1
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
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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 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, (iii) 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 hereto 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: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
President and Chief Executive Officer
