<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only
[X] Definitive Proxy Statement (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
</TABLE>
OASIS RESIDENTIAL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] Fee not required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
OASIS RESIDENTIAL, INC.
4041 East Sunset Road
Henderson, Nevada 89014
__________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 12, 1997
Dear Stockholder:
You are cordially invited to attend the 1997 Annual Meeting of
Stockholders (the "Meeting") of OASIS RESIDENTIAL, INC. (the "Company") to be
held on Monday, May 12, 1997, at 10:00 o'clock a.m., local time, at Oasis Del
Mar, 9225 West Charleston Boulevard, Las Vegas, Nevada, for the following
purposes:
1. To elect three Directors, each to serve until the election and
qualification of his successor;
2. To ratify the selection of Coopers & Lybrand L.L.P. to serve
as independent auditors for the Company for the calendar year ending December
31, 1997; and
3. To transact such other business as may properly come before
the Meeting or any adjournment of the Meeting.
Only stockholders of record at the close of business on April 1, 1997
will be entitled to notice of, and to vote at, the Meeting or any adjournment
of the Meeting.
WHETHER OR NOT YOU EXPECT TO BE AT THE MEETING, PLEASE SIGN AND DATE
THE ENCLOSED PROXY, WHICH IS BEING SOLICITED BY THE BOARD OF DIRECTORS, AND
RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. If you plan to attend the Meeting
and wish to vote your shares personally, you may do so at any time before the
proxy is voted.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ ALLAN O. HUNTER, JR.
April 10, 1997 Allan O. Hunter, Jr.
Secretary
<PAGE> 3
OASIS RESIDENTIAL, INC.
4041 East Sunset Road
Henderson, Nevada 89014
__________
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 12, 1997
This Proxy Statement is furnished to stockholders of Oasis
Residential, Inc. (the "Company), a self-administered and self-managed real
estate investment trust ("REIT"), in connection with the solicitation of
proxies in the form enclosed with this Proxy Statement for use at the Annual
Meeting of Stockholders of the Company to be held on Monday, May 12, 1997, at
10:00 o'clock a.m., local time, and at any and all adjournments or
postponements thereof (the "Meeting"), for the purposes set forth in the Notice
of Annual Meeting of Stockholders. The Proxy Statement and the enclosed form
of proxy are being mailed to stockholders on or about April 10, 1997.
This solicitation is made on behalf of the Board of Directors of the
Company. Costs of the solicitation will be borne by the Company. Directors,
officers and employees of the Company and its affiliates may also solicit
proxies by telephone, telegraph, telecopy or personal interview but will not
receive additional compensation for the solicitation activities. The Company
has retained the services of D. F. King & Co., for a fee of $4,000, plus
out-of-pocket expenses, to assist in the solicitation of proxies from brokerage
houses, banks and other custodians or nominees holding stock in their names for
others. The Company will reimburse banks, brokerage firms and other
custodians, nominees and fiduciaries for reasonable expenses incurred by them
in sending proxy material to stockholders.
Holders of record of shares of Common Stock of the Company as of the
close of business on the record date of April 1, 1997 are entitled to receive
notice of, and to vote at, the Meeting. The outstanding Common Stock
constitutes the only class of securities entitled to vote at the Meeting, and
each share of Common Stock entitles the holder of record to one vote. At the
close of business on April 1, 1997, there were 16,237,646 shares of Common
Stock issued and outstanding.
Shares represented by proxies in the form enclosed, if the proxies are
properly executed and returned and not revoked, will be voted as specified in
the proxies. Where no specification is made on a properly executed and
returned proxy, and unless otherwise indicated in this proxy statement, the
shares will be voted FOR the election of all nominees for Directors named in
the proxy and FOR the ratification of the selection of Coopers & Lybrand L.L.P.
as independent auditors for the Company for the calendar year ending December
31, 1997. To be voted, proxies must be filed with the Secretary of the Company
prior to voting. Proxies may be revoked at any time before voting by filing a
notice of revocation or a later dated proxy with the Secretary of the Company
or by voting in person at the Meeting.
In order to constitute a quorum for the conducting of business at the
Meeting, a majority of the outstanding shares of Common Stock of the Company
entitled to vote at the Meeting must be represented in person or by proxy at
the Meeting. Shares represented by proxies that reflect abstentions or "broker
non-votes" (i.e., shares held by a broker or nominee which are represented at
the Meeting, but with respect to which the broker or nominee is not empowered
to vote on a particular proposal) will be counted as shares that are present
and entitled to vote for purposes of determining the presence of a quorum.
The Company's Annual Report for the calendar year ended December 31,
1996 is being mailed with this Proxy Statement. The principal executive
offices of the Company are located at 4041 East Sunset Road, Henderson, Nevada
89014.
<PAGE> 4
PROPOSAL 1: ELECTION OF DIRECTORS
The Company's Board of Directors currently consists of nine Directors.
The Company's Directors are divided into three classes and one class of
Directors is elected at each annual meeting of stockholders. Each Director
holds office for a term of three years and until his or her successor is duly
elected and qualified. At each annual meeting of stockholders of the Company,
the successors to the class of Directors whose terms expire at that meeting
will be elected to hold office for a term expiring at the annual meeting of
stockholders held in the third year following the year of their election. The
terms of office of three Directors expire in 1997, three Directors expire in
1998 and three Directors expire in 1999.
Three Directors will be elected at the Meeting and will hold office
for terms of three years and, in each case, until their respective successors
have been duly elected and qualified. The nominees for election to the three
positions of Director to be voted upon at the Meeting are Robert V. Jones,
Peter L. Rhein and Robert H. Smith, each of whom is currently serving as a
Director with a term expiring at the Meeting. Unless authority to vote for the
election of Directors has been specifically withheld, the persons named in the
accompanying proxy intend to vote shares represented by properly executed and
returned proxies for the election of Messrs. Jones, Rhein and Smith to hold
office as Directors for terms of three years each and until their respective
successors have been duly elected and qualified. Each nominee has advised the
Board of Directors that he is able and willing to serve as a Director.
VOTE
The three Directors to be elected at the meeting will be elected by a
favorable vote of a plurality of the shares of stock represented and entitled
to vote, in person or by proxy, at the Meeting. Accordingly, abstentions or
broker non-votes as to the election of directors will not affect the election
of the candidates receiving the plurality of votes. Unless instructed to the
contrary, the shares represented by the proxies will be voted FOR the election
of the three nominees named above as Directors. Although it is anticipated
that each nominee will be able to serve as a Director, should any nominee
become unavailable to serve, the shares represented by the proxies will be
voted for another person or persons designated by the Company's Board of
Directors. In no event will the proxies be voted for more than three nominees.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ROBERT V.
JONES, PETER L. RHEIN AND ROBERT H. SMITH AS DIRECTORS.
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The firm of Coopers Lybrand L.L.P., the Company's independent auditors
for the calendar year ended December 31, 1996, was selected by the Board of
Directors, upon the recommendation of the Audit Committee, to act in the same
capacity for the calendar year ending December 31, 1997, subject to
ratification by the stockholders. There are no affiliations between the
Company and Coopers & Lybrand L.L.P., its partners, associates or employees,
other than that relating to its engagement as independent auditors for the
Company since 1993. Representatives of Coopers & Lybrand L.L.P. are expected
to be present at the Meeting and will be given the opportunity to make a
statement if they so desire and to respond to appropriate questions.
VOTE
The affirmative vote of a majority of the votes cast regarding the
proposal is required for its adoption. Accordingly, abstentions or broker
non-votes will not affect the outcome of the vote on the proposal. The persons
named as proxies in the accompanying form of proxy intend to vote FOR this
proposal unless a vote against this proposal or abstention is specifically
indicated in the proxy.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF
COOPERS & LYBRAND L.L.P. TO SERVE AS INDEPENDENT AUDITORS FOR THE COMPANY FOR
THE CALENDAR YEAR ENDING DECEMBER 31, 1997.
2
<PAGE> 5
BOARD OF DIRECTORS AND OFFICERS
The executive officers of the Company, nominees for election as
Directors of the Company and the other persons whose terms as Directors
continue after the Meeting, and their principal occupations for the past five
years or more, their ages, their positions and offices with the Company and
information as to their terms in office as Directors, are as follows:
<TABLE>
<CAPTION>
First Term
Name Age Elected Expires Position
---- --- ------- ------- --------
<S> <C> <C> <C> <C>
Robert V. Jones 48 1993 1997 Chairman of the Board of Directors and Chief Executive
Officer
Scott S. Ingraham 43 1993 1998 President, Chief Operating Officer and Director
Allan O. Hunter, Jr. 41 1993 1999 Executive Vice President Operations, Secretary and
Director
Walter B. Eeds 51 1996 1998 Executive Vice President Development and Investments
and Director
John M. Clayton 42 1996 Senior Vice President Finance, Chief Financial Officer
and Assistant Secretary
Gina A. Ellsworth 43 1996 Vice President Operations
Marianne K. Aguiar 30 1996 Vice President, Treasurer and Controller
Paul M. Buss 33 1996 Vice President Brand Strategy
John M. Galvin 64 1993 1999 Director
Kenny C. Guinn 60 1993 1998 Director
Edward R. Muller 44 1995 1999 Director
Peter L. Rhein 55 1993 1997 Director
Robert H. Smith 61 1993 1997 Director
</TABLE>
Robert V. Jones. Mr. Jones became Chairman of the Board of Directors,
President and Chief Executive Officer of the Company in March 1993. Effective
June 1, 1994, he resigned as President, while retaining his positions as
Chairman of the Board and Chief Executive Officer. He has developed, owned and
operated multifamily apartment communities in the Las Vegas market since 1976.
In 1984, Mr. Jones formed Robert V. Jones Corp. ("RVJ"), a Nevada corporation
which engaged primarily in the development of multifamily apartment communities
until 1993, and which now engages in developing and selling single family
homes, townhomes and condominiums. Mr. Jones has served as RVJ's President and
sole owner since its formation.
Scott S. Ingraham. Mr. Ingraham serves as President, Chief Operating
Officer and a Director of the Company. He became President effective June 1,
1994, and Chief Operating Officer effective March 1, 1996, and served as Chief
Financial Officer from March 1993 to March 1996. He also served as Executive
Vice President and Secretary of the Company from March 1993 to June 1994 and
August 1994, respectively. Mr. Ingraham was employed by RVJ from 1992 to
1993. Prior to his employment with RVJ, he was a Managing Director and partner
3
<PAGE> 6
at Post Oak Partners, a real estate finance/consulting firm founded by Mr.
Ingraham and others in 1982. Mr. Ingraham arranged financings for and acted as
a financial consultant to Mr. Jones and RVJ from 1984 to 1992.
Allan O. Hunter, Jr. Mr. Hunter serves as Executive Vice President
Operations, Secretary and a Director of the Company. He has served as
Executive Vice President since March 1993 and as Secretary since August 1994.
He served as Treasurer from March 1993 to June 1994. Mr. Hunter was employed
by RVJ from 1992 to 1993. Prior to his employment with RVJ, he was a Managing
Director and partner at Post Oak Partners, a real estate finance/consulting
firm, where he assisted Mr. Jones and RVJ as a consultant from 1984 through
1992.
Walter B. Eeds. Mr. Eeds serves as Executive Vice President
Development and Investments, a position he has held since November 1, 1994. He
also served as a member of the Board of Directors from January 1995 to March
1995. In January 1996, Mr. Eeds was elected to serve a two-year term until
1998 as a Director. From 1978 to 1994, Mr. Eeds was the principal, President
and Chief Executive Officer of The Greystone Group, Inc., which developed
multifamily apartment communities, and Greystone Asset Management, Inc., which
managed multifamily apartment communities.
John M. Clayton. Mr. Clayton serves as Senior Vice President Finance,
Chief Financial Officer and Assistant Secretary of the Company. He became Vice
President Finance effective January 1, 1996, Chief Financial Officer effective
March 1, 1996, Assistant Secretary in June 1996 and Senior Vice President in
July 1996. From 1986 to 1994, Mr. Clayton was Controller of Barratt American,
a southern California residential developer and from 1994 to 1995, Mr. Clayton
served as Chief Financial Officer of Metalclad, Inc., a company engaged in
development in Mexico.
Gina M. Anastasi. Ms. Anastasi serves as Vice President Operations of
the Company, a position she has held since January 1996. From 1993 to 1995,
Ms. Anastasi served as Vice President of Prudential California
Realty/International Records. From 1990 to 1995, she was President and
co-owner of Contact Development Corporation International.
Marianne K. Aguiar. Ms. Aguiar serves as Vice President, Controller
and Treasurer of the Company. She has served as Vice President since July
1996, as Controller since June 1996, and as Treasurer since June 1996. From
November 1995 until May 1996, she was employed by SBT Accounting Systems where
from April 1996 to June 1996, she was acting Vice President of Finance and
Controller and from November 1995 to April 1996, she served as Assistant
Controller. From November 1992 to November 1995, she was employed by Coopers
and Lybrand L.L.P. where from July 1994 to November 1995 she served as Audit
Manager and from November 1992 to July 1994, she served as Senior Associate.
She also was a Financial Accounting Consultant for Wells Fargo Bank from April
1992 to November 1992 and a Senior Associate for Coopers & Lybrand L.L.P. from
January 1991 to April 1992.
Paul M. Buss. Mr. Buss serves as Vice President, Brand Strategy. In
this position, he oversees corporate marketing efforts and Human Resources for
the Company. He has been with the Company since January 1996. From January
1995 to January 1996, Mr. Buss served as Project Manager of Disney ICE, a
subsidiary of The Walt Disney Company. From 1990 until 1995, Mr. Buss was
employed by the Disney Development Company, where he served as Manager, Human
Resources for commercial, hotel and theme park development projects in Florida,
Paris, New York City, Anaheim, and Hong Kong. From 1986 until 1990, Mr. Buss
held various recruitment positions within Walt Disney World in Lake Buena
Vista, Florida.
John M. Galvin. Mr. Galvin serves as a Director of the Company. He
is currently President of The Galvin Company, which manages private investments
and renders business advisory services, and serves as a member of the Board of
Directors of Global Marine, Inc., Commercial Intertech, Cuno, Inc. and TMS
Technologies, a private company. From 1987 until 1992, he served as Vice
Chairman, Chief Financial Officer and a Director of The Irvine Company, a real
estate and development company.
Kenny C. Guinn. Mr. Guinn serves as a Director of the Company. He
served as President of the University of Nevada, Las Vegas from May 1994 to May
1995, Chairman of the Board of Directors of Primerit Bank from 1987 to June
1996, and Chairman of the Board of Directors of Southwest Gas Corporation since
1993.
4
<PAGE> 7
He served as Chief Executive Officer of Southwest Gas Corporation, a company
engaged primarily in the business of distributing natural gas, from 1988 to his
retirement in 1993. He also serves on the Board of Directors of Boyd Gaming,
Inc., Norwest Bank of Nevada, and Del Webb, Inc. He is past Chairman of the
Board of Directors of Metropolitan Police Fiscal Office Commission and past
Chairman of the Board of Trustees of the University of Nevada, Las Vegas,
Foundation.
Edward R. Muller. Mr. Muller serves as a Director of the Company.
Since 1993, he has served as President and Chief Executive Officer of Edison
Mission Energy, a subsidiary of Edison International, a company engaged in the
development, acquisition, construction management and operation of independent
power production facilities. From 1989 to 1992, he was Vice President, Chief
Administrative Officer, Secretary and General Counsel of Whittaker Corporation,
a corporation engaged in the aerospace business. From 1992 to 1993, he was Vice
President, Chief Financial Officer, Secretary and General Counsel of Whittaker
Corporation. From 1991 to 1993, he was also Vice President, Secretary and
General Counsel of BioWhittaker, Inc., a corporation engaged in the
biotechnology business. He is currently a director of Whittaker Corporation
and Global Marine Inc.
Peter L. Rhein. Mr. Rhein serves as a Director of the Company. He
has been a General Partner of Sarlot and Rhein, a real estate investment and
development partnership, since 1967. From 1970 until May 1984, he was employed
by Wells Fargo Realty Advisors where from July 1981 to May 1984 he served as
Executive Vice President and from August 1977 to July 1981 he was Senior Vice
President -- Finance. He was also Vice President, Treasurer and Chief
Financial Officer of Wells Fargo Mortgage and Equity Trust, a real estate
investment trust, from 1976 until May 1984. He is also a Director of Health
Care Property Investors, Inc.
Robert H. Smith. Mr. Smith serves as a Director of the Company. He
has served as Managing Director of Smith & Crowley, Inc., an investment banking
firm specializing in California banking, since 1993. From 1991 until April
1992, he served as Chairman of the Board and Chief Executive Officer of
Security Pacific Corporation and Chairman of the Board of Security Pacific
National Bank. He then served as President and Chief Operating Officer of
BankAmerica and a member of its Board of Directors until October 1992. He is
currently a Director of SCE Corp., JG Boswell Company, Pinkerton, Inc., Altris
Software, Inc. and Marine National Bank.
Pursuant to the terms of the Company's Articles of Incorporation, the
Directors are divided into three classes. The Class I Directors (Messrs.
Ingraham, Guinn, and Eeds) hold office for a term expiring at the annual
meeting of stockholders in 1998, the Class II Directors (Messrs. Galvin,
Hunter, and Muller) hold office for a term expiring at the annual meeting of
stockholders in 1999 and the Class III Directors (Messrs. Jones, Rhein and
Smith) hold office for a term expiring at the annual meeting of stockholders in
1997. The members of each class will hold office until their successors are
duly elected and qualified. At each annual meeting of stockholders of the
Company, the successors to the class of Directors whose terms expire at the
meeting will be elected to hold office for a term expiring at the annual
meeting of stockholders held in the third year following the year of their
election.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held six meetings during the year ended
December 31, 1996. For that year, no nominee for Director attended fewer than
75% of the total number of meetings of the Board of Directors and any
committees of the Board of Directors upon which he served. The Board of
Directors has established a standing Audit Committee, Investment Committee,
Compensation Committee and Corporate Governance Committee. There is no
standing Nominating Committee.
Audit Committee. Pursuant to the Company's Bylaws, the Audit
Committee is comprised of three independent Directors (i. e., Directors who are
not employees of the Company). The Audit Committee, currently composed of
Messrs. Galvin (Chairman), Guinn and Rhein, makes recommendations to the Board
of Directors concerning the engagement of independent public accountants,
reviews with the independent public accountants the plans and results of the
audit engagement, approves professional services provided by the independent
public accountants, reviews the independence of the independent public
accountants, considers the range of audit and non-audit fees and reviews the
adequacy of the Company's internal accounting controls. The Audit Committee
met three times during 1996.
5
<PAGE> 8
Investment Committee. Pursuant to the Company's Bylaws, a majority of
the members of the Investment Committee are independent Directors. The
Investment Committee, currently composed of Messrs. Rhein (Chairman), Jones and
Galvin, is authorized to review, evaluate and, within certain parameters,
authorize on behalf of the Board of Directors any plans proposed by management
for the acquisition and disposition of real property by the Company, any plans
proposed by management for the development or major rehabilitation of real
property belonging to the Company and the execution of significant contracts
and agreements by which the Company is to be bound, including all agreements
and contracts related to the borrowing of money or extension of credit to the
Company. The Investment Committee met three times during 1996.
Compensation Committee. All of the members of the Compensation
Committee are independent Directors. The Compensation Committee, currently
composed of Messrs. Smith (Chairman), Guinn and Muller, determines and reports
to the Board of Directors regarding compensation for the Company's executive
officers and administers the Company's 1995 Equity Participation Plan. The
Compensation Committee met three times in 1996.
Corporate Governance Committee. The Corporate Governance Committee,
currently composed of Messrs. Galvin (Chairman), Guinn, Muller, Rhein and
Smith, each of whom is an independent Director, considers and reports to the
Board of Directors on matters that may arise from time to tome concerning the
functioning of the Board of Directors and associated issues of corporate
governance. The Corporate Governance Committee met two times during 1996.
6
<PAGE> 9
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information available to the
Company with respect to shares of its Common Stock (i) held by those persons
known to the Company to be the beneficial owners (as determined under the
rules of the Securities and Exchange Commission) of more than 5% of the
outstanding shares of the Company's Common Stock and (ii) held individually
and as a group by the Directors and Named Executive Officers (as defined on
page 9 below) of the Company. Except as noted, all information is as of March
15, 1997.
<TABLE>
<CAPTION>
COMMON STOCK
-----------------------------------------------
PERCENTAGE OF
AMOUNT AND NATURE OF OUTSTANDING
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) SHARES(2)
------------------------ ----------------------- ---------
<S> <C> <C>
NAMED EXECUTIVE OFFICERS:
Robert V. Jones(3) . . . . . . . . . . . . . . . . 1,154,892 7.04%
Scott S. Ingraham(4) . . . . . . . . . . . . . . . 228,119 1.39%
Allan O. Hunter, Jr.(5) . . . . . . . . . . . . . 180,319 *
Walter B. Eeds(6) . . . . . . . . . . . . . . . . 59,012 *
John M. Clayton(7) . . . . . . . . . . . . . . . . 1,250 *
DIRECTORS:
John M. Galvin(8) . . . . . . . . . . . . . . . . 15,000 *
Kenny C. Guinn(8) . . . . . . . . . . . . . . . . 11,000 *
Edward R. Muller(9) . . . . . . . . . . . . . . . 3,300 *
Peter L. Rhein(8) . . . . . . . . . . . . . . . . 14,000 *
Robert H. Smith(8) . . . . . . . . . . . . . . . . 30,400 *
Named Executive Officers and
Directors as a Group 1,697,292 10.10%
5% HOLDERS:
LaSalle Advisors Limited Partnership and
ABKB/LaSalle Securities Limited
Partnership(10) . . . . . . . . . . . . . . 1,467,026 9.04%
</TABLE>
- ------------------------
* Less than 1%
(1) Beneficial ownership as of March 15, 1997 includes shares subject to
options that are exercisable within 60 days after March 15, 1997.
(2) Percentage of beneficial ownership as of March 15, 1997 for each person
includes shares subject to options held by that person that are
exercisable within 60 days after March 15, 1997, and is computed as if
those shares were outstanding on March 15, 1997.
(3) Includes 776,499 shares held in trust for the benefit of Mr. Jones and of
which he is the trustee and 3,000 shares held by minor children of Mr.
Jones. Also includes 156,250 shares issuable upon the exercise of
currently exercisable options. Business address: Oasis Residential, Inc.,
4041 East Sunset Road, Henderson, Nevada 89014.
(4) Includes 750 shares held by minor children of Mr. Ingraham and 150,000
shares issuable upon the exercise of currently exercisable options.
(5) Includes 550 shares held in a trust, of which Mr. Hunter is trustee, for
the benefit of family members of Mr. Hunter and 112,500 shares issuable
upon the exercise of currently exercisable options.
7
<PAGE> 10
(6) Includes 37,500 shares issuable upon the exercise of currently exercisable
options.
(7) Includes 1,250 shares issuable upon the exercise of currently exercisable
options.
(8) Includes 9,000 shares issuable upon the exercise of currently exercisable
options.
(9) Includes 3,000 shares issuable upon the exercise of currently exercisable
options.
(10) Based upon information set forth in an amended Schedule 13G filed as of
February 12, 1997 by LaSalle Advisors Limited Partnership ("LaSalle"),
ABKB/LaSalle Securities Limited Partnership ("ABKB LaSalle") and William
K. Morrill, Jr. and Keith R. Pauley, as employees of LaSalle. Address: 11
South LaSalle Street, Chicago, Illinois 60603. Includes 159,926 shares
over which LaSalle and Messrs. Morrill and Pauley exercise shared voting
power, 434,626 shares over which LaSalle and Messrs. Morrill and Pauley
exercise shared investment power, 373,365 shares over which ABKB/LaSalle
and Messrs. Morrill and Pauley exercise shared voting power and 469,150
shares over which ABKB/LaSalle and Messrs. Morrill and Pauley exercise
shared investment power.
8
<PAGE> 11
EXECUTIVE COMPENSATION
Summary Compensation Table. The following table sets forth in
accordance with the applicable rules of the Securities and Exchange Commission
the compensation paid for the fiscal years ended December 31, 1994, 1995 and
1996 with respect to the Company's Chief Executive Officer and each of the four
other executive officers of the Company who were the most highly compensated
executive officers in 1996 (and whose cash compensation exceeded $100,000 in
1996) (the "Named Executive Officers").
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------------ ------------
SECURITIES
UNDERLYING
OTHER ANNUAL STOCK OPTION ALL OTHER
YEAR SALARY BONUS COMPENSATION AWARDS COMPENSATION
---- ------ ----- ------------ ------ ------------
<S> <C> <C> <C> <C> <C> <C>
Robert V. Jones, 1996 $289,837 $ 0 0 62,500 $ 0
Chairman of the Board of 1995 262,916 150,000 0 125,000 0
Directors and Chief Executive 1994 240,000 150,000 0 100,000 0
Officer
Scott S. Ingraham, 1996 213,103 0 0 50,000 0
President, Chief Operating 1995 204,904 120,000 0 100,000 0
Officer and Director(1) 1994 154,346 120,000 0 100,000 0
Allan O. Hunter, Jr. 1996 164,225 0 0 25,000 0
Executive Vice President, 1995 157,668 60,000 0 50,000 0
Operations, Secretary and 1994 126,287 60,000 0 50,000 0
Director
Walter B. Eeds, 1996 165,683 0 0 25,000 0
Executive Vice President, 1995 132,200 55,000 0 50,000 0
Director(2) 1994 39,692 0 0 0 0
John M. Clayton, 1996 123,231 24,000 0 5,000 0
Vice President, Finance and 1995 -- -- -- -- --
Chief Financial Officer 1994 -- -- -- -- --
- --------------------------
</TABLE>
(1) Mr. Ingraham was the Chief Financial Officer of the Company during 1995
and is now the Chief Operating Officer, and Mr. Clayton has assumed the
position of Chief Financial Officer.
(2) Mr. Eeds commenced employment with the Company on September 1, 1994, and
his compensation for the period from September 1, 1994 through December
31, 1994, is based upon an annual salary of $120,000. Compensation
excludes 19,512 shares of Common Stock issued to Mr. Eeds on May 8, 1995
pursuant to an October 1994 acquisition agreement between the Company and
Mr. Eeds providing for the issuance of the shares under certain
circumstances.
9
<PAGE> 12
Option Grants in Last Fiscal Year. The following table provides
information on options granted to the Named Executive Officers as compensation
for performance in 1996.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(1)
--------------------------------------------------------------------------
% OF
TOTAL
OPTIONS POTENTIAL REALIZABLE VALUE AT
NUMBER OF GRANTED ASSUMED ANNUAL RATES OF STOCK
SHARES TO PRICE APPRECIATION FOR
UNDERLYING EMPLOYEES EXERCISE OPTION TERM(2)
OPTIONS IN FISCAL PRICE EXPIRATION --------------------------------
NAME GRANTED YEAR PER SHARE DATE 5% 10%
---- ------- ---- --------- ---- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Robert V. Jones 62,500 34.4 $23.375 01/07 $918,776 $2,328,358
Scott S. Ingraham 50,000 27.5 23.375 01/07 735,021 1,862,687
Allan O. Hunter, Jr. 25,000 13.8 23.375 01/07 367,510 931,343
Walter B. Eeds 25,000 13.8 23.375 01/07 367,510 931,343
John M. Clayton 5,000 2.8 23.375 01/07 73,502 186,269
</TABLE>
__________________________
(1) The options were granted on January 27, 1997 as compensation for
performance during 1996, and will vest ratably over four years. Under the
terms of the Company's 1995 Equity Participation Plan, the Compensation
Committee retains discretion, subject to certain restrictions, to modify
the terms of outstanding options and to reprice outstanding options.
Options are granted for a term of 10 years, subject to earlier termination
upon the occurrence of certain events related to termination of
employment. The option exercise price is equal to the closing price of
the Company's Common Stock on the New York Stock Exchange on the date of
grant.
(2) Assumed annual rates of stock price appreciation are used for illustrative
purposes only. Actual stock prices will vary from time to time based upon
market factors and the Company's financial performance. No assurance can
be given that these appreciation rates will be achieved.
10
<PAGE> 13
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End
Option Values. The following table provides information on option exercises in
1996 by the Named Executive Officers, and the value of the unexercised options
held by each Named Executive Officer at December 31, 1996.
<TABLE>
<CAPTION>
NUMBER OF
SHARES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
12/31/96 12/31/96(1)
------------------ ------------------
NUMBER OF SHARES
ACQUIRED ON EXERCISABLE/ EXERCISABLE/
NAME EXERCISE VALUE REALIZED UNEXERCISABLE UNEXERCISABLE
---- -------- -------------- ------------- --------------
<S> <C> <C> <C>
Robert V. Jones . . . . . . . . 0 $ 0 156,250/231,250 $86,719/$60,156
Scott S. Ingraham . . . . . . . 0 0 150,000/200,000 84,375/53,125
Allan O. Hunter . . . . . . . . 0 0 112,500/112,500 79,688/39,063
Walter B. Eeds . . . . . . . . 0 0 37,500/87,500 4,688/14,063
John M. Clayton . . . . . . . . 0 0 1,250/10,000 156/469
</TABLE>
__________________________
(1) Based upon the closing price of the Company's Common Stock on the New York
Stock Exchange on December 31, 1996 of $22.75 per share.
Compensation of Directors. The Board of Directors pays its
independent Directors an annual fee of $15,000, a per meeting fee of $1,000 for
each Directors' meeting attended in person and a per meeting fee of $500 for
each Directors' meeting attended by telephone. Independent Directors who are
members of committees also receive a per meeting fee of $1,000 for each
committee meeting attended in person, (unless the relevant committee meeting
occurs on the date of a Director's meeting, in which case the committee member
receives $500), and a per meeting fee of $500 for each committee meeting
attended by telephone. The chairpersons of committees also receive an annual
$1,000 chairperson fee. Under the Outside Directors Plan, upon appointment and
following each annual meeting of stockholders for a year in which a Director
has served a full year, each of the Company's independent Directors then in
office will receive an option to purchase 3,000 shares of Common Stock at an
exercise price equal to the fair market value (as defined in the Outside
Directors Plan) of the shares on the date of grant. All options granted to
independent Directors vest one year after the date of grant. Pursuant to the
terms of the Outside Director Plan, each of the Company's independent Directors
appointed in 1993 received options to purchase 3,000 shares of Common Stock
upon his appointment. In May of 1995 and 1996, options to purchase 3,000
shares of Common Stock were granted to Messrs. Galvin, Guinn, Rhein and Smith
under the Outside Directors Plan, and on August 8, 1995, Mr. Muller was granted
an option to purchase 3,000 shares of Common Stock under the Plan upon his
appointment as a member of the Board of Directors.
Employment and Other Contracts. The Company is a party to employment
contracts with Messrs. Jones, Ingraham and Hunter effective October 28, 1996,
and an employment contract with Walter B. Eeds effective as of January 27,
1997. The contracts provide that Mr. Jones will receive an annual base salary
of $300,000, Mr. Ingraham will receive an annual base salary of $220,000, Mr.
Hunter will receive an annual base salary of $170,000, and Mr. Eeds will
receive an annual base salary of $165,000. Each contract is effective for a
term of three years and is automatically extended for an additional year at the
expiration of each year of the three year term, unless previously terminated
pursuant to its terms.
Each of the contracts provides that if the executive is terminated
without cause or because the executive becomes permanently disabled or dies, or
the executive terminates the contract within two years for Mr. Jones, or within
one year for Messrs. Ingraham, Hunter and Eeds after the occurrence of a change
in control of the Company (as defined in the employment contract), then the
Company will pay the executive a severance payment equal to three times the sum
of his then current annual base compensation and the highest annual bonus paid
during the
11
<PAGE> 14
three preceding fiscal years. The contracts further provide for a gross-up
payment to be made to the employee to cover any excise taxes imposed by Section
4999 of the Internal Revenue Code of 1986, as amended. The contracts provide
that all stock options will vest immediately as of the date of termination in
the event of a termination of employment without cause and the executive will
have the right to exercise the vested options during the balance of the option
term.
The contracts also provide that during the one year period following
termination of employment (other than termination by the Company without
cause), the executive may not engage in the acquisition, development or
management of any multifamily apartment properties within the States of
Arizona, California, Colorado, Nevada, New Mexico and Utah, with the exception
of the ownership of up to one percent of the securities of any publicly traded
companies involved in these activities.
The Company is also a party to an employment contract with John M.
Clayton, effective November 29, 1995, under which Mr. Clayton will receive an
annual base salary of $120,000. The contract provides that if Mr. Clayton is
terminated without cause, the Company will pay him a severance payment equal to
one-half of his annual base salary in effect at the time of the termination,
but if Mr. Clayton terminates the contract after the occurrence of a change in
control of the Company (as defined in the contract), then the Company will pay
him a severance payment equal to one-half of his current base salary plus
$40,000.
Under the terms of all of the employment contracts, each executive is
eligible for bonuses to be set by the Compensation Committee. The bonuses are
limited to 100% of the executive's salary. The key factors considered in
determining bonuses will be the Company's achievement of certain performance
levels and the executive's contribution to an increase in the Company's funds
from operations.
The employment contracts were entered into to insure the retention of
management in accordance with the recommendation of the Compensation Committee,
and were approved by the Board of Directors.
Mr. Eeds, Executive Vice President of the Company, entered into an
agreement with the Company in October 1994 providing for the Company's
acquisition from Mr. Eeds of certain contractual rights to acquire two
properties for development in Colorado. The agreement provides that when
development of the two Colorado properties is completed and stabilized, and
subject to the properties meeting certain criteria, Mr. Eeds will have the
right to receive up to $1 million in Common Stock. Mr. Eeds' employment
agreement provides that Mr. Eeds' rights under the agreement will be forfeited
in the event that his employment is terminated for cause.
Compensation Committee lnterlocks and Insider Participation. None of
the members of the Compensation Committee are or were employees of the Company
and, to the Company's knowledge, there were no interrelationships involving
members of the Compensation Committee or other Directors of the Company
requiring disclosure in this Proxy Statement.
12
<PAGE> 15
Performance Graph. The following graph compares the cumulative total
stockholder return on the Company's Common Stock, the National Association of
Real Estate Investment Trusts (NAREIT) Equity REIT Total Return Index and the
Standard & Poors 500 Stock Index for the period from October 14, 1993 (the date
the Company's Common Stock first traded on the New York Stock Exchange) to
December 31, 1996. The graph assumes the investment of $100 on October 14,
1993 in the Company's Common Stock and in each index, and that all dividends
were reinvested.
OASIS RESIDENTIAL, INC.
TOTAL RETURN PERFORMANCE
COMPENSATION COMMITTEE REPORT TO STOCKHOLDERS
Compensation and benefit practices of the Company are established and
governed by the Compensation Committee comprised entirely of independent
Directors. The Compensation Committee establishes the general compensation
policy of the Company, establishes the compensation of the Chief Executive
Officer of the Company, approves the compensation of other key executive
officers of the Company and administers the Company's 1995 Equity Participation
Plan and any other employee benefit plans which may be established by the
Company.
Compensation Philosophy
The Compensation Committee has determined that the Company's
compensation program should reward performance in creating value for
stockholders. The Committee's policies focus on attracting, motivating and
assisting in the retention of key employees who demonstrate the highest levels
of ability and talent. The compensation program looks both to the short and
longer term, balancing compensation to reward past performance with incentives
for superior future performance over the longer term. The Committee utilizes
base salary, cash bonuses, stock options and other performance based
compensation as part of its program, with the goal of compensating its key
executive employees at levels competitive within the Company's industry.
13
<PAGE> 16
Base Salary Program
The principal objective of the Company's base salary program is to
maintain base salaries that are targeted between the 50th and 75th percentile
for comparable positions in similar companies within the industry. The Company
makes periodic reviews of peer group companies to establish comparisons. In
determining salary levels and increases, the Committee considers other factors,
including Company performance, individual responsibilities, individual
performance, salary history, length of service and external economic factors.
Bonus Compensation Program
The principal objective of the Company's bonus compensation program is
to establish annual incentive targets based on the performance of the Company,
most specifically the growth of funds from operations ("FFO") per share. The
Committee recommended that no cash bonus be paid for 1996 but recommended that
options to purchase 176,500 shares of Common Stock be granted. The
recommendations of the Compensation Committee were approved by the Board of
Directors.
For performance year 1997, the bonus compensation program will again
be based on growth of FFO per share. The bonus compensation program will also
include the grant of stock options.
Long-Term Incentive Program
The principal objective of the Company's long-term incentive program
is to offer opportunities for stock ownership wherein the potential for growth
in stock value over time is an incentive to key executives. The principal
means of achieving that objective to date has been through the issuance of
stock options under stockholder approved plans. Other stock-related incentives
may be considered in the future.
CEO Compensation
The Committee has reviewed the 1996 base salary, stock option
incentive compensation and bonus eligibility of Mr. Jones, the Company's Chief
Executive Officer, as compared to his individual performance expectations and
the industry in general. The Compensation Committee recommended and the Board
of Directors approved the grant to Mr. Jones of options to purchase 62,500
shares of the Company's Common Stock under the Company's 1995 Equity
Participation Plan at the closing price on January 27, 1997 of $23.375 per
share. These options become exercisable in installments of 25% per year over
four years commencing January 27, 1998. The Committee concluded that the 1996
base salary, stock option and bonus compensation of Mr. Jones and other key
executives were reasonable in amount and consistent with industry practices.
ROBERT H. SMITH (Chairman)
KENNY C. GUINN
EDWARD R. MULLER
The above report will not be deemed to be incorporated into any filing
by the Company under the Securities Act of 1933 or the Securities Exchange Act
of 1934, except to the extent that the Company specifically incorporates the
same by reference.
OTHER MATTERS
Section 16(a) Compliance. Section 16(a) of the Securities Exchange
Act of 1934 requires the Company's executive officers and directors, and
persons who own more than ten percent of a registered class of the Company's
equity securities, to file reports (Forms 3, 4 and 5) of stock ownership and
changes in ownership with the SEC and the New York Stock Exchange. Officers,
directors and beneficial owners of more than ten percent of the Company's stock
are required by SEC regulation to furnish the Company with copies of any forms
that they file.
Based solely on the Company's review of copies of Forms 3, 4 and 5,
and the amendments thereto, received by the Company for the year ended December
31, 1996, or written representations from certain reporting
14
<PAGE> 17
persons that no Forms 5 were required to be filed by those persons, the Company
believes that during the period ended December 31, 1996, all filing
requirements were complied with by its executive officers, directors and
beneficial owners of more than ten percent of the Company's stock.
Stockholder's Proposals. Proposals of stockholders intended to be
presented at the Company's Annual Meeting of Stockholders to be held in 1998
must be received by the Company, directed to the attention of the Secretary of
the Company, no later than December 11, 1997. Proposals must comply with the
requirements as to form and substance established by the Securities and
Exchange Commission for proposals in order to be included in the Company's 1998
proxy statement.
Other Business. As of the date of this Proxy Statement, the Company
knows of no other business that will come before the Meeting for action. If
any other matter is properly presented for consideration and action at the
Meeting, however, the proxies will be voted with respect to those matters in
accordance with the best judgment and in the discretion of the proxy holders.
BY ORDER OF THE BOARD OF DIRECTORS
April 10, 1997 Allan O. Hunter, Jr.
Secretary
15
<PAGE> 18
PROXY PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
OASIS RESIDENTIAL, INC.
The undersigned, a stockholder of Oasis Residential, Inc. a Nevada
corporation, hereby appoints Peter L. Rhein, Scott S. Ingraham, and each of
them (with full power to act without the other), the attorneys and proxies of
the undersigned, with power of substitution, to attend the Annual Meeting of
Stockholders of said Company to be held at 9225 West Charleston Boulevard, Las
Vegas, Nevada on May 12, 1997 at 10:00 A.M. and at any adjournment or
adjournments thereof, and to vote the number of shares the undersigned would be
entitled to vote if personally present with respect to the matters set forth in
the Proxy Statement.
This Proxy will be voted as you specify above, UNLESS OTHERWISE MARKED,
THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE PERSONS NAMED ON THE REVERSE
SIDE, AND FOR PROPOSAL 2. In the election of directors, and except as otherwise
indicated, said proxies shall have discretion and authority to distribute the
votes represented by this proxy in such proportions as they shall see fit among
the nominees named in the Proxy Statement. If any such nominee is unable or
unwilling to serve or is otherwise unavailable, said proxies shall have
discretion and authority to vote in accordance with their judgment for other
nominees or to distribute such votes in such proportions as they shall see fit
among other nominees.
(PLEASE DATE AND SIGN ON REVERSE SIDE)
SEE REVERSE
SIDE
<PAGE> 19
Please mark your
[X] votes as in this
example
<TABLE>
<CAPTION>
<S> <C> <C> <C>
FOR
(1) Election of (except as WITHHOLD NOMINEES: Robert V. Jones
Directors indicated) AUTHORITY Peter L. Rhein and Robert H. Smith
(to be classified as set forth in
[ ] [ ] the Proxy Statement).
(INSTRUCTION: To withhold authority to vote
for any individual nominee, write that nominee's
name in the space provided below.)
- -------------------------------------------------
(2) The ratification of Coopers & FOR AGAINST ABSTAIN
Lybrand as independent
accountants for the Company. [ ] [ ] [ ]
(3) Such other matters as may come before the meeting, as to
which discretionary authority is granted to said proxies.
The undersigned acknowledges receipt of the Notice of Meeting
and Proxy Statement dated April 10, 1997.
Signature(s)______________________________________________ Dated: ____________, 1997
</TABLE>
NOTE: (Please sign exactly as your name or names appear. If more than one name
appears, all persons so designated should sign. For joint accounts,
each joint owner should sign. Executors, administrators, trustees,
guardians, and attorneys should so indicate when signing.)
