<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, 1996
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
---------------
<PAGE> 2
REQUIRED INFORMATION
Financial Statements and Exhibits as follows:
<TABLE>
<CAPTION>
Page
----
<S> <C>
1. Financial statements and schedules
Financial statements:
Report of Independent Accountants 1
Statements of Net Assets Available for Benefits
as of December 31, 1996 and 1995 2
Statement of Changes in Net Assets Available for
Benefits for the year ended December 31, 1996 3
Notes to Financial Statements 4-11
Schedules:
Item 27a - Schedule of Assets Held for Investment
Purposes as of December 31, 1996 12
Item 27d - Schedule of Reportable Transactions
for the year ended December 31, 1996 13
2. Exhibits
(23) Consent of Independent Accountants
</TABLE>
<PAGE> 3
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Oasis Residential, Inc.:
We have audited the accompanying statements of net assets available for benefits
of the Oasis Residential, Inc. 401(k) Retirement Plan (the Plan) as of December
31, 1996 and 1995, and the related statement of changes in net assets available
for benefits for the year ended December 31, 1996. 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 audits.
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 audits provide 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, 1996 and 1995, and the changes in net assets available for benefits
for the year ended December 31, 1996 in conformity with generally accepted
accounting principles.
Our audits were 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
May 23, 1997
<PAGE> 4
OASIS RESIDENTIAL, INC.
SECTION 401(k) RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1996 AND 1995
----------
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Investments:
At fair value:
Principal Mutual Life Money Market Fund $108,724 $ 47,887
Principal Mutual Life U.S. Stock Fund 79,205 27,447
Principal Mutual Life Bond and Mortgage Fund 86,002 38,600
Principal Mutual Life International Stock Fund 64,817 20,931
Principal Mutual Life Medium Company Blend Stock Fund 122,987 41,421
Principal Mutual Life Annuity contract, matures 12/31/99 41,078 50,965
Principal Mutual Life Annuity contract, matures 12/31/00 103,359 -
Oasis Residential Stock 4,294 -
Participant notes receivable 5,494 2,000
-------- --------
Total investments 615,960 229,251
Receivables:
Participant's contributions 8,806 8,706
Employer's contribution 3,380 3,427
-------- --------
Total receivables 12,186 12,133
-------- --------
Net assets $628,146 $241,384
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 5
OASIS RESIDENTIAL, INC.
SECTION 401(k) RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1996
----------
<TABLE>
<S> <C>
Additions to net assets attributed to:
Contributions:
Participants $251,652
Employer 98,860
Rollover 57,061
--------
Total contributions 407,573
Investment income:
Net appreciation in fair value of investments 46,216
--------
Total additions 453,789
--------
Deductions from net assets attributed to:
Benefits paid to participants 58,414
Administrative expense 8,613
--------
Total deductions 67,027
Net increase 386,762
Net assets available for benefits:
Beginning of year 241,384
--------
End of year $628,146
========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 6
OASIS RESIDENTIAL, INC.
SECTION 401(k) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
----------
1. DESCRIPTION OF PLAN:
The following description of the Oasis Residential, Inc. (the Company)
401(k) Retirement Plan (the Plan) provides only general information.
Participants should refer to the plan document for a more comprehensive
description of the Plan's provision.
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.
It is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
CONTRIBUTIONS:
Each year, participants may contribute up to 15 percent of pretax
annual compensation, as defined in the Plan, subject to certain
limitations. The Company contributes 50 percent of the first 6
percent of compensation that a participant contributes to the Plan.
Additional amounts may be contributed at the option of the Company's
Board of Directors.
PARTICIPANTS ACCOUNTS:
Each participant's account is credited with the participant's
contributions and allocations of a) the Company's contribution and,
b) Plan earnings. Allocations are based on participant earnings or
account balances, as defined. Forfeited balances of terminated
participants' nonvested accounts are used first to offset
administrative expenses of the Plan. Any forfeitures in excess of
administrative expenses are credited to participants based upon their
relative account balance. In 1996, forfeited non-vested accounts
totaled $4,401. 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 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 seven investment options:
Continued
4
<PAGE> 7
OASIS RESIDENTIAL, INC.
SECTION 401(k) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
----------
1. DESCRIPTION OF PLAN, continued:
A. 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 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 fair value, as reported to the Plan by the Plan's
administrator. The weighted average interest rate at December 31,
1996, for the guaranteed interest contracts that expire December 31,
1999 and 2000 was 5.85%.
B. Money Market Fund
Funds are invested in high-quality commercial paper and short-term
unsecured loans to companies.
C. Bond & Mortgage Fund
Funds are vested in longer term loans to companies, most of which
are bonds and commercial mortgages.
D. U.S. Stock Fund
Funds are invested in stocks of U.S. companies.
E. Medium Company Blend Stock Fund
Funds are invested in common stocks of medium sized companies.
F. International Stock Fund
Funds are invested in stocks of international (non-U.S.) companies
mainly in Western Europe and developing economies of Asia.
G. Oasis Residential Stock
Funds are invested in common stock of the Company.
Participants may change their investment options monthly.
Continued
5
<PAGE> 8
OASIS RESIDENTIAL, INC.
SECTION 401(k) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
----------
1. DESCRIPTION OF PLAN, continued:
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 fund 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, 1996, for outstanding loans was 10%. Principal and interest
are paid ratably through monthly payroll deductions.
PAYMENT OF BENEFITS:
On termination of service due to death, disability, or retirement, a
participant may elect to receive a lump-sum amount equal to the value of
the participant's vested interest in his or her account.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF ACCOUNTING:
The financial statements of the Plan are prepared under the accrual method
of accounting.
USE OF ESTIMATES:
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.
Continued
6
<PAGE> 9
OASIS RESIDENTIAL, INC.
SECTION 401(k) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
----------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued:
RISKS AND UNCERTAINTIES:
The plan provides for various investment options in any combination of
stocks, bonds, fixed income securities, mutual funds, and other investment
securities. Investment securities are exposed to various risks, such as
interest rate, market and credit. Due to the level of risk associated with
certain investment securities and the level of uncertainty related to
changes in the value of investment securities, it is at least reasonably
possible that changes in risks in the near term would materially affect
participants' account balances and the amounts reported in the statement
of net assets available for plan benefits and the statement of changes in
net assets available for plan benefits. The investment in the Principal
Mutual Life Annuity Contracts represent a concentration of credit risk.
Credit risk associated with the other investments is limited due to the
diversity of the underlying investments.
PAYMENTS OF BENEFITS:
Benefits are recorded when paid.
PLAN EXPENSES:
All expenses related to the operation and administration of the Plan are
offset against forfeitures and any remaining expenses are paid by the
Company.
INVESTMENT VALUATION AND INCOME RECOGNITION:
The Plan's investments are stated at fair value. The Company's stock is
valued at its quoted market price. Participants' 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.
3. INVESTMENTS:
The following presents the carrying values of investments as of December 31,
1996 and 1995. Investments that represent 5% or more of the Plans net assets
are separately identified.
Continued
7
<PAGE> 10
OASIS RESIDENTIAL, INC.
SECTION 401(k) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
----------
3. INVESTMENTS, continued:
Investments at fair value as determined by the quoted market price:
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Principal Mutual Life Money Market Fund $108,724 $ 47,887
Principal Mutual Life U.S. Stock Fund 79,205 27,447
Principal Mutual Life International Stock Fund 64,817 20,931
Principal Mutual Life Medium Company Blend Stock Bond 122,987 41,421
Oasis Residential Stock 4,294 -
Other 5,494 2,000
-------- --------
$385,521 $139,686
-------- --------
</TABLE>
Investments at estimated fair value:
Investment contracts with Principal Mutual Life
<TABLE>
<CAPTION>
Interest Rate Maturity Date
<S> <C> <C> <C>
5.85% 12/31/99 $ 41,078 $50,965
5.85% 12/31/00 103,359 -
Principal Mutual Life Bond and Mortgage Fund 86,002 38,600
-------- --------
230,439 89,565
-------- --------
$615,960 $229,251
======== ========
</TABLE>
Continued
8
<PAGE> 11
OASIS RESIDENTIAL, INC.
SECTION 401(k) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
----------
3. INVESTMENTS, continued:
During 1996, the Plan's investments (including gains and losses on
investments bought and sold as well as held during the year) appreciated in
value by $46,216 as follows:
NET APPRECIATION IN FAIR VALUE
Investment at fair value as determined by quoted market price:
<TABLE>
<S> <C>
U.S. Stock Account $12,008
Money Market 3,936
Medium Company Blend 12,979
International Stock 8,554
Oasis Residential Stock 22
-------
$37,499
-------
</TABLE>
<TABLE>
<S> <C>
Investment at estimated market value:
Annuity Contract, 5.85%, 12/31/99 $ 3,157
Annuity Contract, 5.85%, 12/31/00 2,212
Bond and mortgage account 3,348
-------
8,717
-------
Net appreciation in fair value $46,216
=======
</TABLE>
4. GUARANTEED CONTRACTS WITH INSURANCE COMPANIES:
The Plan has guaranteed investment contracts with Principal Mutual Life
Insurance Company, the custodian of the Plan. Principal Mutual Life
Insurance Company maintains the contributions in unallocated funds, to which
they add interest at guaranteed rates stipulated in the contracts. These
investments represent a concentration of credit risk. Realization under the
contracts is dependent upon the ability of the counter-parties to perform in
accordance with the contract terms.
5. 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.
Continued
9
<PAGE> 12
OASIS RESIDENTIAL, INC.
SECTION 401(k) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
----------
6. PLAN TERMINATION:
Although the Company 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.
7. TAX STATUS:
The Company has received a favorable determination letter from the Internal
Revenue Service as to the qualified status of the Plan as of June 12, 1996.
The Company is of the opinion that the Plan continues to fulfill the
requirements of the Internal Revenue Code and ERISA, and that the trust,
which forms a part of the Plan is exempt from income tax. Accordingly, no
provision has been made for federal or state income taxes.
Continued
10
<PAGE> 13
OASIS RESIDENTIAL, INC.
SECTION 401(k) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
----------
8. ALLOCATION TO INVESTMENT PROGRAMS:
The following represents the net assets as of December 31, 1996 and the
changes in net assets for the year then ended by investment program:
<TABLE>
<CAPTION>
Guaranteed U.S. Money Bond and
Interest Stock Market Mortgage
Total Fund Fund Fund Fund
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Additions:
Contributions
Participants $251,652 $ 55,369 $ 33,092 $ 50,631 $ 40,995
Employer 98,860 21,279 12,855 21,224 15,140
Rollover 57,061 29,321 7,049 1,173
-------- -------- -------- -------- --------
407,573 105,969 52,996 73,028 56,135
Net appreciation in fair value 46,216 5,369 12,008 3,936 3,348
-------- -------- -------- -------- --------
Total additions 453,789 111,338 65,004 76,964 59,483
-------- -------- -------- -------- --------
Deductions:
Benefits paid to participant 58,414 14,740 12,888 11,848 10,494
Administrative expense 8,613 2,214 1,966 2,108 1,137
-------- -------- -------- -------- --------
Total deductions 67,027 16,954 14,854 13,956 11,631
-------- -------- -------- -------- --------
Net increase 386,762 94,384 50,150 63,008 47,852
Inter-fund transfers (912) 1,608 (2,171) (450)
Net assets available for benefits:
Beginning of year 241,384 50,965 27,447 47,887 38,600
-------- -------- -------- -------- --------
End of year $628,146 $144,437 $ 79,205 $108,724 $ 86,002
======== ======== ======== ======== ========
Int'l Modern Oasis
Stock Co. Bond Participants Residential
Fund Fund Notes Stock Receivables
------- -------- ------------ ----------- -----------
<C> <C> <C> <C> <C>
$22,755 $ 45,789 $2,921 $ 100
7,701 19,910 798 (47)
8,896 10,069 553
------- -------- -------- ------ -------
39,352 75,768 4,272 53
8,554 12,979 $ 22
------- -------- -------- ------ -------
47,906 88,747 4,294 53
------- -------- -------- ------ -------
3,657 4,787
486 702
------- -------- -------- ------ -------
4,143 5,489
------- -------- -------- ------ -------
43,763 83,258 4,294 53
123 (1,692) 3,494
20,931 41,421 2,000 12,133
------- -------- -------- ------ -------
$64,817 $122,987 $ 5,494 $4,294 $12,186
======= ======== ======== ====== =======
</TABLE>
11
<PAGE> 14
OASIS RESIDENTIAL, INC.
SECTION 401(k) RETIREMENT PLAN
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT
AS OF DECEMBER 31, 1996
----------
<TABLE>
<CAPTION>
(C)
DESCRIPTION OF INVESTMENT
(B) INCLUDING MATURITY DATE, (E)
IDENTITY OF ISSUER, RATE OF INTEREST, COLLATERAL (D) CURRENT
(A) BORROWER, OR SIMILAR PARTY PAR, OR MATURITY VALUE COST VALUE
-------------------------- ---------------------- ---- -----
<S> <C> <C> <C> <C>
* Principal Mutual Life Money Market Fund $ 108,724 $ 108,724
* Principal Mutual Life U.S. Stock Fund 66,685 79,205
* Principal Mutual Life Bond and Mortgage Fund 81,116 86,002
* Principal Mutual Life International Stock Fund 55,717 64,817
* Principal Mutual Life Medium Company Blend Stock Fund 107,032 122,987
* Principal Mutual Life Annuity Contract, 12/31/99, 5.85% 41,103 41,078
* Principal Mutual Life Annuity Contract, 12/31/00, 5.85% 104,037 103,359
* Banker's Trust Oasis Residential Stock 4,272 4,294
Oasis Residential, Inc. Participant notes (repayable over
401(k) Retirement Plan a term up to a five years at 10%
per annum) 5,494 5,494
</TABLE>
* Represents party-in-interest to the Plan
12
<PAGE> 15
OASIS RESIDENTIAL, INC.
SECTION 401(k) RETIREMENT PLAN
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
IN EXCESS OF 5% OF THE
CURRENT VALUE OF PLAN ASSETS
for the year ended December 31, 1996
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Description
of Asset
(include
interest Current
Identity and Expenses Value
of maturity Incurred of Asset on Net Gain
Party in case of Purchase Selling Lease with Cost Transaction or
Involved a loan) Price Price Rental Transaction of Asset Date (Loss)
-------- ----------- --------- -------- ------ ----------- -------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Guaranteed Interest Account Purchase $112,644 - - - - - -
Guaranteed Interest Account Sale - $24,057 - - - $24,057 -
Money Market Fund Purchase 78,403 - - - - - -
Money Market Fund Sale - 21,474 - - - 20,832 $ 642
Bond and Mortgage Pooled
Separate Account Purchase 60,805 - - - - - -
Bond and Mortgage Pooled
Separate Account Sale - 16,733 - - - 16,085 648
U.S. Stock Pooled Separate
Account Purchase 58,838 - - - - - -
U.S. Stock Pooled Separate
Account Sale - 19,075 - - - 16,594 2,481
Medium Company Blend Pooled
Separate Account Purchase 79,229 - - - - - -
Medium Company Blend Pooled
Separate Account Sale - 10,718 - - - 9,462 1,256
International Stock Pooled
Separate Account Purchase 41,704 - - - - - -
International Stock Pooled
Separate Account Sale - 6,363 - - - 5,704 659
</TABLE>
(1) Single or series of transactions in excess of 5% of the current value of
Plan assets of January 1, 1996 as defined in Section 2520.103-6 of the
Department of Labor Rules and Regulations and Disclosure under ERISA.
13
<PAGE> 16
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
John M. Clayton 6-27-97
- ------------------------------- ------------
John M. Clayton
Senior Vice President and Chief
Financial Officer
Oasis Residential, Inc.
Marianne K. Aguiar 6-27-97
- -------------------------------- ------------
Marianne K. Aguiar
Vice President and Controller
Oasis Residential, Inc.
<PAGE> 1
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 May 23, 1997, on our
audits of the financial statements and supplementary schedules of the Oasis
Residential, Inc. 401(k) Retirement Plan as of December 31, 1996 and 1995 and
for the year ended December 31, 1996, which report is included in this Annual
Report on Form 11-K.
COOPERS & LYBRAND L.L.P.
San Francisco, California
June 27, 1997
