<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
-----------
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED]
FOR PLAN YEAR ENDED: DECEMBER 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 1-12428
A. FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN IF DIFFERENT
FROM THAT OF THE ISSUER NAMED BELOW:
OASIS RESIDENTIAL, INC. 401(k) RETIREMENT PLAN
B. NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE
ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE:
OASIS RESIDENTIAL, INC.
4041 EAST SUNSET ROAD
HENDERSON, NEVADA 89014-0215
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (702) 435-9800
_______________
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REQUIRED INFORMATION
Financial Statements and Exhibits as follows:
1. Financial statements and schedules
Financial statements:
Report of Independent Accountants Pg 1
Statement of Net Assets Available for Benefits
as of December 31, 1995 Pg 2
Statement of Changes in Net Assets Available for
Benefits for the year ended December 31, 1995 Pg 3
Notes to Financial Statements Pgs 4-7
Schedules:
Item 27a - Schedule of Assets Held for Investment
Purposes as of December 31, 1995 Pg 8
Item 27d - Schedule of Reportable Transactions
for the year ended December 31, 1995 Pg 9
2. Exhibits
(23) Consent of Independent Accountants
<PAGE> 3
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Oasis Residential, Inc.
We have audited the accompanying statement of net assets available for benefits
of the Oasis Residential, Inc. 401(k) Retirement Plan as of December 31, 1995,
and the related statement of changes in net assets available for benefits for
the year then ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1995, and the changes in net assets available for benefits for the
year then ended in conformity with generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental
schedules have been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
COOPERS & LYBRAND, L.L.P.
San Francisco, California
June 14, 1996
1
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OASIS RESIDENTIAL, INC. 401(K) RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995
<TABLE>
<S> <C>
Investments:
At fair value:
Principal Mutual Life Money Market Fund $ 47,887
Principal Mutual Life U.S. Stock Fund 27,447
Principal Mutual Life Bond and Mortgage Fund 38,600
Principal Mutual Life International Stock Fund 20,931
Principal Mutual Life Growth Fund 41,421
Participant notes receivable 2,000
--------
178,286
At contract value:
Principal Mutual Life
Annuity Contract, matures 12/31/99 50,965
--------
Total investments 229,251
--------
Receivables:
Participant's contributions 8,706
Employer's contribution 3,427
--------
Total receivables 12,133
--------
Net assets available for benefits $241,384
========
</TABLE>
See notes to financial statements
2
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OASIS RESIDENTIAL, INC. 401(K) RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1995
<TABLE>
<S> <C>
Additions to net assets attributed to:
Contributions:
Participants' $174,069
Employer 69,990
--------
244,059
Investment income:
Net appreciation in fair value of investments 14,183
--------
Total additions 258,242
--------
Deductions from net assets attributed to:
Benefits paid to participants 16,858
--------
Net increase 241,384
Net assets available for benefits:
Beginning of year -
--------
End of year $241,384
========
</TABLE>
See notes to financial statements
3
<PAGE> 6
OASIS RESIDENTIAL, INC. 401(K) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1995
1. DESCRIPTION OF PLAN
On February, 1, 1995, Oasis Residential, Inc. (the Company) adopted the
Oasis Residential, Inc. 401(k) Retirement Plan (the Plan), effective
January 1, 1995. The following description of the Plan provides only
general information. Participants should refer to the Plan agreement for a
more complete description of the Plan's provisions:
GENERAL
The Plan is a defined contribution plan covering all employees of the
Company who have one year of service and are age twenty-one or older. The
Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
CONTRIBUTIONS
Each year, participants contribute up to 15% of pretax annual compensation,
as defined in the Plan, subject to certain limitations. The Company
contributes 50% of the first 6% of compensation that a participant
contributes to the Plan. Additional amounts may be contributed at the
option of the Company's Board of Directors.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contribution
and allocations of (a) the Company's contribution and, (b) Plan earnings.
Allocations are based on participant earnings or account balances, as
defined. The benefit to which a participant is entitled is the benefit
that can be provided from the participant's vested account.
VESTING
Participants are immediately vested in their contributions plus actual
earnings thereon. Participants joining the Plan vest progressively in the
Company's contributions plus actual earnings thereon at the rate of 20% per
ensuing year of service, provided the participant worked at least 1,000
hours during each plan year.
INVESTMENT OPTIONS
Upon enrollment in the Plan, a participant may direct contributions in any
of the following six investment options:
Guaranteed Interest Fund - funds are invested in a five year
guaranteed interest contract with an insurance company. Each
contribution made to the account receives the guaranteed interest rate
in effect at the time the contribution is received by the insurance
company. The rates for contributions received are blended together at
the end of the calendar year to establish a weighted-average rate for
the remainder of the guaranteed period. The full value of the
contract is available for withdrawal or transfer at maturity. A charge
may apply for
4
<PAGE> 7
OASIS RESIDENTIAL, INC. 401(K) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1995
INVESTMENT OPTIONS (CONTINUED)
withdrawal or transfer from the account before the guarantee period
ends. Withdrawals can be made at no charge for retirement,
termination of employment, disability, or death. The contract is
included in the financial statements at contract value, which
approximates fair value, as reported to the Plan by the Plan's
administrator. The weighted average interest rate at December 31,
1995, for the guaranteed interest contract that expires December 31,
1999 was 5.15%.
Money Market Fund - funds are invested in a high-quality commercial
paper and unsecured loans to companies.
Bond & Mortgage Fund - funds are invested in longer term loans to
companies, most of which are bonds and commercial mortgages.
U.S. Stock Fund - funds are invested in stocks of U.S. companies.
Growth Stock Fund - funds are invested in stocks of large
rapidly-growing U.S. companies.
International Stock Fund - funds are invested in stocks of
international (non-U.S.) companies mainly in Western Europe and
developing economies of Asia.
Upon enrollment participants are also able to direct contributions into the
Employer Stock Investment Fund, which invests solely in the Company's
stock. However, until the Plan Agreement is amended to allow this
investment option and shares of the Company have been appropriately
registered, contributions are invested in the Money Market Fund.
Participants may change their investment options monthly.
PARTICIPANT NOTES RECEIVABLE
Participants may borrow from their fund accounts a minimum of $1,000 up to
a maximum equal to the lesser of $50,000 or 50 percent of their account
balance. Loan transactions are treated as a transfer to (from) the
investment funds from (to) the Participant Notes Fund. Loan terms range
from 1-5 years. The loans are secured by the balance in the participant's
account and bear interest at a rate commensurate with local prevailing
rates as determined by the Plan administrator. The interest rate at
December 31, 1995, for outstanding loans was 10 percent. Principal and
interest is paid ratably through monthly payroll deductions.
FORFEITED ACCOUNTS
In 1995, forfeited non-vested accounts totaled $4,401. These accounts will
be used to reduce future employer contributions.
5
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OASIS RESIDENTIAL, INC. 401(K) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1995
2. SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
BASIS OF ACCOUNTING
The financial statements of the Plan are prepared under the accrual method
of accounting.
ACCOUNTING ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of changes in net assets
during the reporting period. Actual results could differ from those
estimates.
INVESTMENT VALUATION AND INCOME RECOGNITION
The Plan's investments are stated at fair value except for its guaranteed
interest contract which is valued at contract value. Participant notes
receivable are valued at cost which approximates fair value.
The Plan presents in the Statement of Changes in Net Assets Available for
Benefits the net appreciation (depreciation) in the fair value of its
investments which consists of the realized gains and losses and the
unrealized appreciation (depreciation) of those investments.
PAYMENT OF BENEFITS
Benefits are recorded when paid.
PLAN EXPENSES
All expenses related to the operation and administration of the Plan are
paid by the Company.
3. RELATED PARTY TRANSACTIONS
Certain Plan investments are units in investment funds managed by Principal
Mutual Life Insurance Company. The Principal Mutual Life Insurance Company
is the Plan's administrator and therefore, these transactions qualify as
party-in-interest.
4. INCOME TAX STATUS OF THE PLAN
The Plan is designed to constitute a qualified plan under section 401(a)
and 401(k) of the Internal Revenue Code and is therefore considered to be
exempt from federal income taxes under section 501(a). The Plan has
submitted an application for the Determination of Employee Benefit Plan
with the Internal Revenue Service and expects to receive a favorable
determination. The income tax status of each participant with respect to
their
6
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OASIS RESIDENTIAL, INC. 401(K) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1995
investment in the Plan is described in information submitted to them and
generally such amounts are tax deferred until distribution.
5. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
Plan termination, participants will become 100 percent vested in their
accounts.
6. ALLOCATION TO INVESTMENT PROGRAMS
The following represents the net assets as of December 31, 1995 and the
changes in net assets for the year then ended by investment program:
<TABLE>
<CAPTION>
GUARANTEED U.S. MONEY BOND AND INTERNATIONAL GROWTH
INTEREST STOCK MARKET MORTGAGE STOCK STOCK PARTICIPANT
TOTAL FUND FUND FUND FUND FUND FUND NOTES RECEIVABLES
----- -------- ----- ------ ------- ----------- ------ ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions:
Contributions:
Participants $174,069 $39,559 $19,796 $34,238 $29,705 $15,026 $27,039 $ -- $ 8,706
Employer 69,990 16,224 7,701 14,357 11,484 5,178 11,619 -- 3,427
-------- ------- ------- ------- ------- ------- ------- ------ -------
244,059 55,783 27,497 48,595 41,189 20,204 38,658 -- 12,133
-------- ------- ------- ------- ------- ------- ------- ------ -------
Net appreciation
in fair value
of investments 14,183 1,434 3,448 1,102 2,459 1,252 4,488 -- --
-------- ------- ------- ------- ------- ------- ------- ------ -------
Total additions 258,242 57,217 30,945 49,697 43,648 21,456 43,146 -- 12,133
-------- ------- ------- ------- ------- ------- ------- ------ -------
Deductions:
Benefits paid to
participants 16,858 5,615 3,156 1,300 3,636 525 2,626 -- --
-------- ------- ------- ------- ------- ------- ------- ------ -------
Net increase 241,384 51,602 27,789 48,397 40,012 20,931 40,520 -- 12,133
Inter-fund transfers -- (637) (342) (510) (1,412) -- 901 2,000 --
-------- ------- ------- ------- ------- ------- ------- ------ -------
Net assets available
for benefits:
Beginning of year -- -- -- -- -- -- -- -- --
-------- ------- ------- ------- ------- ------- ------- ------ -------
End of year $241,384 $50,965 $27,447 $47,887 $38,600 $20,931 $41,421 $2,000 $12,133
======== ======= ======= ======= ======= ======= ======= ====== =======
Number of employees
under each
program 66 45 64 54 37 45
</TABLE>
7. SUBSEQUENT EVENT
On January 29, 1996, the Plan was amended to allow a participant to elect
to have his or her contributions invested in the Employer Stock Investment
Fund. This investment fund is invested solely in the Company's stock. The
Company believes that the Plan, as amended, is designed and is currently
being operated in compliance with the applicable requirements of the
Internal Revenue Service.
7
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OASIS RESIDENTIAL, INC. 401(K) RETIREMENT PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Description of investment including
Identity of issue, maturity day, rate of interest, Current
lessor or similar collateral, par, or maturity Cost value
------------------ ----------------------------------- -------- --------
<S> <C> <C> <C> <C>
* Principal Mutual Life Money Market Fund $ 46,785 $ 47,887
* Principal Mutual Life U.S. Stock Fund 23,999 27,447
* Principal Mutual Life Bond and Mortgage Fund 36,141 38,600
* Principal Mutual Life International Stock Fund 19,679 20,931
* Principal Mutual Life Growth Stock Fund 36,933 41,421
* Principal Mutual Life Annuity Contract 49,531 50,965
* Oasis Residential, Inc. Participant notes (repayable over a
401(k) Retirement Plan term up to five years at 10% per annum) 2,000 2,000
-------- --------
$215,068 $229,251
======== ========
</TABLE>
- -----------
* Represents party-in-interest to the Plan
8
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OASIS RESIDENTIAL, INC. 401(k) RETIREMENT PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Current
value
Description of asset of asset Net
(include interest Expense Cost on gain
Identity of rate and maturity in Purchase Selling Lease incurred of transaction or
party involved case of loan) price price rental transaction asset date loss
-------------- -------------------- -------- ------- ------ ----------- ----- ----------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Participants/Employer Contribution to Money
Market Fund $ 48,595 $- $- $- $- $ 48,595 $-
Participants/Employer Contribution to U.S.
Stock Fund 27,497 - - - - 27,497 -
Participants/Employer Contribution to Bond and
Mortgage Fund 41,189 - - - - 41,189 -
Participants/Employer Contribution to
International Stock Fund 20,204 - - - - 20,204 -
Participants/Employer Contribution to Growth
Stock Fund 38,658 - - - - 38,658 -
Participants/Employer Contribution to Annuity
Contract 55,783 - - - - 55,783 -
Participants Participant notes,
due 2000 2,000 - - - - 2,000 -
-------- -- -- -- -- -------- --
$233,926 $0 $0 $0 $0 $233,926 $0
======== == == == == ======== ==
</TABLE>
9
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees have duly caused this annual report to be signed on its behalf by the
undersigned thereunto duly authorized.
OASIS RESIDENTIAL, INC. 401(K) RETIREMENT PLAN
Scott S. Ingraham 6-28-96
- -------------------------------- -------
Scott S. Ingraham
President
Oasis Residential, Inc.
Alvin R. Garraway 6-28-96
- -------------------------------- -------
Alvin R. Garraway
Vice President and Controller
Oasis Residential, Inc.
10
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EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Oasis Residential, Inc. on Form S-8 of our report dated June 14, 1996, on our
audit of the financial statements and financial statement schedules of the
Oasis Residential, Inc. 401(k) Retirement Plan as of December 31, 1995 and for
the year then ended, which report is included in this Annual Report on
Form 11-K.
COOPERS & LYBRAND L.L.P.
San Francisco, California
June 26, 1996
