<PAGE> 1
As filed with the Securities and Exchange Commission on November 20, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
OASIS RESIDENTIAL, INC.
(Exact name of registrant as specified in its charter)
NEVADA 88-0297457
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4041 EAST SUNSET ROAD, HENDERSON, NEVADA 89014 (702) 435-9800
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
----------------------
SCOTT S. INGRAHAM
PRESIDENT AND CHIEF OPERATING OFFICER
OASIS RESIDENTIAL, INC.
4041 EAST SUNSET ROAD
HENDERSON, NEVADA 89014
(702) 435-9800
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------
Copies to:
<TABLE>
<S> <C>
JEFFREY T. PERO STACY J. KANTER
LATHAM & WATKINS SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
650 TOWN CENTER DRIVE, SUITE 2000 919 THIRD AVENUE
COSTA MESA, CALIFORNIA 92626-1925 NEW YORK, NEW YORK 10022-3897
</TABLE>
----------------------
Approximate date of commencement of the proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
----------------------
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
[X] 33-90488
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the effective registration statement for
the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
Proposed
Proposed Maximum
Maximum Aggregate Amount of
Amount to be Offering Price Offering Registration
Title of Securities to be registered Registered Per Unit Price Fee
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities:
7% Notes due 2003 . . . . . . . . . . $5,000,000 N/A $5,000,000 (1) $1,516
=========================================================================================================================
</TABLE>
===============================================================================
(1) Aggregate principal amount of 7% Notes due 2003 to be issued.
Exhibit Index begins on page 4 Page 1 of 13
<PAGE> 2
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON
FORM S-3, FILE NO. 33-90488
Oasis Residential, Inc. (the "Company") hereby incorporates by
reference into this Registration Statement on Form S-3 in its entirety the
Registration Statement on Form S-3 (File No. 33-90488) filed with the Securities
and Exchange Commission (the "Commission") on March 21, 1995, including each of
the documents filed by the Company with the Commission and incorporated or
deemed to be incorporated by reference therein.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended
(the "Securities Act"), the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Las Vegas, State of
Nevada, on the 19th day of November, 1996.
OASIS RESIDENTIAL, INC.
By: /s/ ROBERT V. JONES
-------------------------------
Robert V. Jones
Chief Executive Officer and
Chairman of the Board of Directors
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Scott S. Ingraham and Allan O. Hunter,
and each of them his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, including any post-effective amendments as well as any
related registration statement (or amendment thereto) filed in reliance upon
Rule 462(b) under the Securities Act of 1933, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-3 has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/S/ ROBERT V. JONES Chief Executive Officer and Chairman of November 19, 1996
- ---------------------------------- the Board of Directors
Robert V. Jones
/S/ SCOTT S. INGRAHAM President, Chief Operating Officer and Director November 19, 1996
- ----------------------------------
Scott S. Ingraham
/S/ ALLAN O. HUNTER, JR. Executive Vice President, Operations, Secretary November 19, 1996
- ---------------------------------- and Director
Allan O. Hunter, Jr.
/S/ WALTER B. EEDS Executive Vice President and Director November 19, 1996
- ----------------------------------
Walter B. Eeds
/S/ MARIANNE K. AGUIAR Vice President, Controller and Treasurer November 19, 1996
- ---------------------------------- (Principal Accounting Officer)
Marianne K. Aguiar
/S/ JOHN M. GALVIN Director November 19, 1996
- ----------------------------------
John M. Galvin
/S/ KENNY C. GUINN Director November 19, 1996
- ----------------------------------
Kenny C. Guinn
Director November , 1996
- ----------------------------------
Edward R. Muller
/S/ PETER L. RHEIN Director November 19, 1996
- ----------------------------------
Peter L. Rhein
/S/ ROBERT H. SMITH Director November 19, 1996
- ----------------------------------
Robert H. Smith
</TABLE>
<PAGE> 4
EXHIBITS
5.1 Opinion of Streich Lang
8.1 Opinion of Latham & Watkins regarding tax matters
23.1 Consent of Streich Lang (included as part of
Exhibit 5.1)
23.2 Consent of Latham & Watkins (included as part of
Exhibit 8.1)
23.3 Consent of Coopers & Lybrand L.L.P.
25.1 Power of Attorney (included on signature page)
<PAGE> 1
[STREICH LANG LETTERHEAD]
Exhibit 5.1
November 20, 1996
Oasis Residential, Inc.
4041 East Sunset Road
Henderson, NV 89014
Re: $5,000,000 Aggregate Principal Amount of
7.00% Notes due 2003 of Oasis Residential, Inc.
-----------------------------------------------
Ladies and Gentlemen:
We have acted as special Nevada counsel for Oasis Residential, Inc.
(the "Company") in connection with matters arising under laws of the State of
Nevada and pertaining to a registration statement on Form S-3 (the
"Registration Statement") being filed by the Company with the Securities and
Exchange Commission (the "Commission") pursuant to Rule 462(b) under the
Securities Act of 1933, as amended.
The Registration Statement incorporates by reference in its entirety
the Company's Registration Statement on Form S-3 filed with the Commission on
March 21, 1995 (File No. 33-90488), which contains the Company's Prospectus
dated March 28, 1995 (the "Prospectus") and all Supplements thereto (each a
"Prospectus Supplement"). The Registration Statement provides for the
registration by the Company of $5,000,000 aggregate principal amount of
7.00% Notes due 2003.
<PAGE> 2
[STREICH LANG LETTERHEAD]
Oasis Residential, Inc.
November 20, 1996
Page 2
In our capacity as Nevada counsel to the Company in connection with the
Registration, we are generally familiar with the proceedings taken and proposed
to be taken by the Company in connection with the authorization and issuance of
the Securities. For purposes of this opinion, we have assumed that such
proceedings will be timely and properly completed, in accordance with all
requirements of applicable federal and Nevada securities laws, in the manner
presently proposed.
We have made such legal and factual examinations and inquiries,
including an examination of originals and copies certified or otherwise
identified to our satisfaction, of all such documents, corporate records and
instruments of the Company as we have deemed necessary or appropriate for
purposes of this opinion. In our examination, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, and the conformity to authentic original documents of all documents
submitted to us as copies.
<PAGE> 3
[STREICH LANG LETTERHEAD]
Oasis Residential, Inc.
November 20, 1996
Page 3
We have been furnished with, and with your consent have relied upon,
certificates of officers of the Company with respect to certain factual
matters. In addition, we have obtained and relied upon such certificates and
assurances from public officials as we have deemed necessary.
We are opining herein as to the effect on the subject transaction only
of the internal laws of the State of Nevada, and we express no opinion herein
with respect to the applicability thereto, or the effect thereon, of the laws
of any other jurisdiction or as to any matters of municipal law or the laws of
any local agencies within any state.
Capitalized terms used herein without definition have the meanings
ascribed to them in the Registration Statement.
Subject to the foregoing and the other qualifications set forth herein,
it is our opinion that, as of the date hereof the Securities have been duly
authorized by all necessary corporate action of the Company, and, when executed,
authenticated and delivered by or on behalf of the Company against payment
therefor in accordance with the Indenture, will constitute valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms.
<PAGE> 4
[STREICH LANG LETTERHEAD]
Oasis Residential, Inc.
November 20, 1996
Page 4
The opinion rendered above is subject to the following exceptions,
limitations and qualifications: (i) the effect of bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or other similar laws now or
hereafter in effect relating to or affecting the rights and remedies
<PAGE> 5
[STREICH LANG LETTERHEAD]
Oasis Residential, Inc.
November 20, 1996
Page 5
of creditors; (ii) the effect of general principles of equity, whether
enforcement is considered in a proceeding in equity or law, the discretion of
the court before which any proceeding therefor may be brought and (iii) the
unenforceability under certain circumstances under law or court decisions of
provisions providing for the indemnification of or contribution to a party with
respect to a liability where such indemnification or contribution is contrary
to public policy.
To the extent that the obligations of the Company under the Indentures
may be dependent upon such matters, we assume for the purposes of this opinion
that the trustee for each Indenture is duly organized, validly existing and in
good standing under the laws of its jurisdiction of organization; that the
trustee is duly qualified to engage in the activities contemplated by the
applicable Indenture; that the applicable Indenture has been duly authorized,
executed and delivered by the trustee and constitutes a legal, valid and
binding obligation of the trustee, enforceable against the trustee in
accordance with its terms; that the trustee is in compliance, generally and
with respect to acting as a trustee under the Indenture, with all applicable
laws and regulations; and that the trustee has the requisite organizational and
legal power and authority to perform its obligations under the Indenture.
<PAGE> 6
[STREICH LANG LETTERHEAD]
Oasis Residential, Inc.
November 20, 1996
Page 6
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the Prospectus incorporated by reference therein.
This opinion is rendered only to you and is solely for your benefit in
connection with the transactions covered hereby. This opinion may not be relied
upon by you for any other purpose, or furnished to, quoted to, or relied upon
by any other person, firm or corporation for any purpose, without our prior
written consent.
Very truly yours,
STREICH LANG
/s/ Streich Lang
<PAGE> 1
EXHIBIT 8.1
[LATHAM & WATKINS LETTERHEAD]
November 20, 1996
Oasis Residential, Inc.
4041 East Sunset Road
Henderson, Nevada 89014
Re: $5,000,000 Aggregate Principal Amount of
7% Notes due 2003 of Oasis Residential, Inc.
--------------------------------------------
Ladies and Gentlemen:
We have acted as tax counsel to Oasis Residential Inc., a Nevada
corporation (the "Company"), in connection with the offering by the Company of
$5,000,000 aggregate principal amount of 7% Notes due 2003 of the Company
pursuant to a registration statement on Form S-3 (the "Registration Statement")
being filed by you with the Securities and Exchange Commission (the
"Commission") under the Securities Act. You have requested our opinion
concerning certain of the federal income tax consequences to the Company of its
election to be taxed as a real estate investment trust. The Registration
Statement incorporates by reference in its entirety the Company's Registration
Statement on Form S-3 filed with the Commission on March 21, 1995 (File No.
33-90488), which contains a Prospectus dated March 28, 1995 (the "Base
Prospectus"), a Prospectus Supplement dated April 12, 1995 relating to the
issuance of $2.25 Series A Cumulative Convertible Preferred Stock and a
Prospectus Supplement dated November 20, 1996 relating to the issuance of 6-3/4%
Notes due 2001, 7% Notes due 2003 and 7-1/4% Notes due 2006.
This opinion is based on various facts and assumptions, including the
facts set forth in the Registration Statement and the Base Prospectus
concerning the business, assets and governing documents of the Company. We
have also been furnished with, and with your consent have
<PAGE> 2
LATHAM & WATKINS
Oasis Residential, Inc.
November 20, 1996
Page 2
relied upon, certain representations made by the Company with respect to
certain factual matters through a certificate of an officer of the Company (the
"Officer's Certificate").
As tax counsel to the Company, we have made such legal and factual
examinations and inquiries, including an examination of originals or copies
certified or otherwise identified to our satisfaction of such documents,
corporate records and other instruments, as we have deemed necessary or
appropriate for purposes of this opinion. In our examination, we have assumed
the authenticity of all documents submitted to us as originals, the legal
capacity of natural persons executing such documents and the genuineness of all
signatures thereon, and the conformity to authentic original documents of all
documents submitted to us as copies.
We are opining herein as to the effect on the subject transaction only
of the federal income tax laws of the United States, and we express no opinion
with respect to the applicability thereto, or the effect thereon, of other
federal laws, the laws of any other jurisdiction or as to any matters of
municipal law or the laws of any other local agencies within any state.
Based on such facts, assumptions and representations, it is our
opinion that:
1. Commencing with the Company's taxable year ended December
31, 1993, the Company has been organized in conformity with the
requirements for qualification as a "real estate investment trust,"
and its proposed method of operation, as described in the
representations of the Company referred to above, will enable it to
meet the requirements for qualification and taxation as a "real estate
investment trust" under the Internal Revenue Code of 1986, as amended
(the "Code").
2. The statements in the Base Prospectus set forth under the
caption "Federal Income Tax Considerations to the Company," to the
extent such statements constitute matters of law, summaries of legal
matters, or legal conclusions, have been reviewed by us and are
accurate in all material respects.
No opinion is expressed as to any matter not discussed herein.
This opinion is based on various statutory provisions, regulations
promulgated thereunder and interpretations thereof by the Internal Revenue
Service and the courts having jurisdiction over such matters, all of which are
subject to change either prospectively or retroactively. Also, any variation
or difference in the facts from those set forth in the Company's
representations (including those set forth in the Base Prospectus, the
Registration Statement, and/or the Officer's Certificate) may affect the
conclusions stated herein. Moreover, the Company's qualification and taxation
as a real estate investment trust depends upon the Company's ability to
<PAGE> 3
LATHAM & WATKINS
Oasis Residential, Inc.
November 20, 1996
Page 3
meet, through actual annual operating results, distribution levels and
diversity of stock ownership, the various qualification tests imposed under the
Code, the results of which have not been and will not be reviewed by Latham &
Watkins. Accordingly, no assurance can be given that the actual results of the
Company's operation for any particular taxable year will satisfy such
requirements.
<PAGE> 4
LATHAM & WATKINS
Oasis Residential, Inc.
November 20, 1996
Page 4
This opinion is furnished only to you, and is solely for your use in
connection with the Registration Statement. We hereby consent to the filing of
this opinion as an exhibit to the Registration Statement and to the use of our
name under the caption "Legal Matters" in the Registration Statement.
Very truly yours,
/s/ LATHAM & WATKINS
<PAGE> 1
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Oasis Residential, Inc. on Form S-3 (File No. 333- ) of our report dated
January 26, 1996, on our audits of the consolidated financial statements and
financial statement schedule of Oasis Residential, Inc. as of December 31, 1995
and 1994, and for each of the three years in the period ended December 31,
1995, which report is included in the Annual Report on Form 10-K for the fiscal
year ended December 31, 1995, and of our report dated January 20, 1995, on our
audits of the consolidated financial statements and financial statement
schedule of Oasis Residential, Inc. as of December 31, 1994 and 1993, and for
each of the three years in the period ended December 31, 1994, which report is
included in the Annual Report on Form 10-K for the fiscal year ended December
31, 1994, and of our report dated May 10, 1994, on our audit of the Historical
Summary of Revenue and Direct Operating Expenses of Paradise Village Apartments
for the year ended December 31, 1993, which report is included in the Current
Report on Form 8-K/A dated May 12, 1994. We also consent to the reference to
our Firm under the caption "Experts."
Coopers & Lybrand L.L.P.
San Francisco, California
November 20, 1996
