Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.1a-11(c) or Section 240.1a-12
WALDEN RESIDENTIAL PROPERTIES, INC.
(Name of Registrant as Specified In Its Charter)
WALDEN RESIDENTIAL PROPERTIES, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2)
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11
Title of each class of securities to which transaction
applies: Not applicable.
Aggregate number of securities to which transaction
applies: Not applicable.
Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:* Not
applicable.
Proposed maximum aggregate value of transaction: Not
applicable.
* Set forth amount on which the filing is calculated and
state how it was determined.
[ ] 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.
Amount previously paid: Not applicable.
Form, Schedule or Registration Statement No.: Not
applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
WALDEN RESIDENTIAL PROPERTIES, INC.
One Lincoln Centre
5400 LBJ Freeway
Suite 400
Dallas, Texas 75240
NOTICE OF SPECIAL MEETING OF HOLDERS OF
9.16% SERIES B CONVERTIBLE REDEEMABLE PREFERRED STOCK
TO BE HELD NOVEMBER 13, 1996
To the Holders of 9.16% Series B Convertible Redeemable Preferred
Stock of Walden Residential Properties, Inc.:
Notice is hereby given that a Special Meeting of Holders of
9.16% Series B Convertible Redeemable Preferred Stock (the "Special
Meeting") of Walden Residential Properties, Inc., a Maryland
corporation (the "Company"), will be held at the Company's offices
at One Lincoln Centre, 5400 LBJ Freeway, Suite 400, Dallas, Texas,
on November 13, 1996, at 10:00 a.m. local time, for the purpose
approving a proposal (the "Proposal") to permit the Company to
issue a series of its preferred stock ranking senior to the 9.16%
Series B Convertible Redeemable Preferred Stock (the "Series B
Preferred Stock") with respect to the payment of dividends and the
distribution of assets upon the liquidation, dissolution or winding
up of the Company. Because approval of the Proposal requires the
affirmative vote of a majority of the issued and outstanding shares
of Series B Preferred Stock, it is desirable that as large a
proportion as possible of the stockholders' interests be
represented at the Special Meeting. Whether or not you plan to be
present at the Special Meeting, you are requested to sign and
return the enclosed proxy in the envelope provided so that your
stock will be represented. The giving of such proxy will not
affect your right to vote in person should you later decide to
attend the Special Meeting. Please date and sign the enclosed
proxy and return it promptly in the enclosed envelope.
Only holders of record of the Series B Preferred Stock of the
Company at the close of business on October 31, 1996 are entitled
to notice of, and to vote at, the Special Meeting or any
adjournment thereof, notwithstanding any transfer of the Series B
Preferred Stock on the books of the Company after such record date.
By Order of the Board of Directors,
EDWARD H. HATZENBUEHLER
Secretary
Dallas, Texas
November ___, 1996
WALDEN RESIDENTIAL PROPERTIES, INC.
One Lincoln Centre
5400 LBJ Freeway
Suite 400
Dallas, Texas 75240
PROXY STATEMENT
SPECIAL MEETING OF HOLDERS OF 9.16%
SERIES B CONVERTIBLE REDEEMABLE PREFERRED STOCK
To Be Held November 13, 1996
This Proxy Statement and the accompanying proxy card and
Notice of Special Meeting of Holders of Series B Convertible
Redeemable Preferred Stock are first being mailed to holders (the
"Stockholders") of the 9.16% Series B Convertible Redeemable
Preferred Stock, par value $.01 per share (the "Series B Preferred
Stock"), of Walden Residential Properties, Inc., a Maryland
corporation (the "Company"), on or about November ____, 1996, in
connection with the solicitation of proxies on behalf of the Board
of Directors of the Company (the "Board of Directors") to be
exercised at the Special Meeting of Stockholders (the "Meeting") to
be held at the Company's offices at One Lincoln Centre, 5400 LBJ
Freeway, Suite 400, Dallas, Texas, on Wednesday, November 13, 1996,
at 10:00 a.m.
At the Meeting, the Stockholders will be asked to consider and
vote on a proposal to authorize the issuance by the Company of up
to $100 million of shares of a series of the Company's preferred
stock ranking senior to the Series B Preferred Stock with respect
to the payment of dividends and the distribution of assets upon the
liquidation, dissolution or winding up of the Company (the
"Proposal"). The Board of Directors does not know of any other
matter that is to come before the Meeting.
Only Stockholders of record as of the close of business on
October 31, 1996 (the "Record Date") are entitled to notice of and
to vote at the Meeting or any adjournments thereof. As of the
close of business on the Record Date, there were _____________
shares of Series B Preferred Stock issued and outstanding and
entitled to vote. Each Stockholder of record on the Record Date is
entitled to one vote for each share of Series B Preferred Stock
held. A majority of the outstanding shares of Series B Preferred
Stock, represented in person or by proxy, will constitute a quorum
at the Meeting; however, if a quorum is not present or represented
at the Meeting, the Stockholders entitled to vote thereat, present
in person or represented by proxy, have the power to adjourn the
Meeting from time to time, without notice, other than by
announcement at the Meeting, until a quorum is present or
represented. At any such adjourned Meeting at which a quorum is
present or represented, any business may be transacted that might
have been transacted at the original Meeting.
Approval of at least a majority of the issued and outstanding
shares of Series B Preferred Stock will be necessary for the
approval of the Proposal. Votes cast by proxy or in person will be
counted by two persons appointed by the Company to act as
inspectors for the Meeting. The election inspectors will treat
shares represented by proxies that reflect abstentions as shares
that are present and entitled to vote for the purpose of
determining the presence of a quorum. For purposes of the
Proposal, abstentions and broker non-votes (defined below) will
have the same legal effect as a vote AGAINST the Proposal.
Broker non-votes occur where a broker holding stock in street
name votes the shares on some matters but not others. Brokers are
permitted to vote on routine, non-controversial proposals in
instances where they have not received voting instructions from the
beneficial owner of the stock but are not permitted to vote on
non-routine matters. The missing votes on non-routine matters are
deemed to be "broker non-votes." The election inspectors will
treat broker non-votes as shares that are present and entitled to
vote for the purpose of determining the presence of a quorum.
However, for the purpose of determining the outcome of any matter
as to which the broker or nominee has indicated on the proxy that
it does not have discretionary authority to vote, those shares will
be treated as not present and not entitled to vote with respect to
that matter (even though those shares are considered entitled to
vote for quorum purposes and may be entitled to vote on other
matters).
Stockholders are urged to sign the accompanying form of proxy,
solicited on behalf of the Board of Directors, and, immediately
after reviewing the information contained in, and incorporated by
reference in, this Proxy Statement, return it in the envelope
provided for that purpose. Valid proxies will be voted at the
Meeting and any adjournment or adjournments thereof in the manner
specified therein. If no directions are given but proxies are
executed in the manner set forth therein, such proxies will be
voted FOR the approval of the Proposal. Any Stockholder returning
the accompanying proxy may revoke such proxy at any time prior to
its exercise by giving written notice to the Secretary of the
Company of such revocation, voting in person at the Meeting or
executing and delivering to the Secretary of the Company a
later-dated proxy.
None of the directors or executive officers of the Company
owns any shares of Series B Preferred Stock.
APPROVAL OF THE PROPOSAL
General
The terms of the Series B Preferred Stock prohibit the Company
from creating a class or series of capital stock ranking senior to
the Series B Preferred Stock as to dividends or upon liquidation,
dissolution or winding up of the Company without the affirmative
vote or consent of the holders of at least a majority of the shares
of Series B Preferred Stock outstanding at the time. The Board of
Directors of the Company is proposing to issue, through the filing
of Articles Supplementary to the Company's Articles of
Incorporation, as amended and restated (the "Articles"), a class of
preferred stock to be entitled "_________________" (the "New
Preferred Stock"), which class will be senior in right as to
payment of dividends and the distribution of assets upon the
liquidation, dissolution or winding up of the Company to the Series
B Preferred Stock. Assuming the Proposal is approved, the New
Preferred Stock will be issued in a public offering to be commenced
as soon as practicable following the Meeting. The Company is
proposing to issue the New Preferred Stock to enable it to take
advantage of existing and future acquisition opportunities.
Terms
Although the final terms of the New Preferred Stock will be
subject to negotiation between the Company and the underwriters of
the public offering of the New Preferred Stock, management
anticipates the New Preferred Stock will have the following terms:
(i) dividends on each share of New Preferred Stock will be payable
quarterly at a rate to be determined pursuant to negotiations
between the Company and the underwriters, which dividend will be
senior in right to dividends payable on the Series B Preferred
Stock, the Company's 9.16% Series A Convertible Redeemable
Preferred Stock, par value $.01 per share (the "Series A Preferred
Stock"), and the Company's common stock, par value $.01 per share
(the "Common Stock"); (ii) the New Preferred Stock will be
redeemable, at the sole option of the Company at any time, in whole
or in part, after a date and at a price to be determined pursuant
to negotiations between the Company and the underwriters; (iii) the
holders of New Preferred Stock shall have voting rights comparable
to those of the holders of the Series B Preferred Stock; and (iv)
upon any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Company, the holders of the New
Preferred Stock shall be entitled to receive the stated value of a
share of New Preferred Stock, which is anticipated to be $25.00,
per share, plus accrued and unpaid dividends, before any
distribution or payment shall be made to the holders of Series B
Preferred Stock, Series A Preferred Stock or Common Stock, but
subject to the prior preferences and other rights of any series of
capital stock of the Company ranking senior to the New Preferred
Stock. No shares of New Preferred Stock may be redeemed unless
full cumulative dividends on all shares of New Preferred Stock have
been or contemporaneously are declared and paid and a sum
sufficient for the payment thereof set apart for payment for all
past dividend periods and the then current dividend period unless
all outstanding shares of New Preferred Stock are simultaneously
redeemed. The New Preferred Stock will not be convertible into any
other class or series of capital stock of the Company, will have no
sinking fund and will have no preemptive rights. The New Preferred
Stock may be sold in units consisting of shares of New Preferred
Stock and warrants exercisable for shares of Common Stock. The
final terms of the New Preferred Stock will be determined by the
Board of Directors of the Company and shall be set forth in
Articles Supplementary to the Articles to be filed by the Company
with the Department of Assessments and Taxation of the State of
Maryland.
THE COMPANY'S BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE
ISSUANCE OF THE NEW PREFERRED STOCK AND RECOMMENDS THAT THE
STOCKHOLDERS VOTE FOR THE PROPOSAL.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Company pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
are incorporated by reference in this Proxy Statement: (i) the
Company's Annual Report on Form 10-K for the year ended December
31, 1995; (ii) the Company's Quarterly Report on Form 10-K for the
three months ended March 31, 1996; and (iii) the Company's
Quarterly Report on Form 10-Q for the three months ended June 30,
1996.
In addition, all documents filed by the Company with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date hereof and prior to the date of the
Meeting shall be deemed to be incorporated by reference herein and
shall be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of
this Proxy Statement to the extent that a statement contained
herein (or in any other subsequently filed document which also is
incorporated by reference herein) modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed to constitute a part of this Proxy Statement, except as so
modified or superseded.
This Proxy Statement incorporates documents by reference which
are not presented herein or delivered herewith. Copies of such
documents (other than exhibits to such documents, unless such
exhibits are specifically incorporated by reference) are available,
without charge, to any person, including any beneficial owner to
whom this Proxy Statement is delivered, on written or oral request
delivered to Walden Residential Properties, Inc., One Lincoln
Centre, 5400 LBJ Freeway, Suite 400, Dallas, Texas 75240,
telephone number (972) 788-0510, attention Deborah B. Attner.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the 1997
annual meeting of stockholders of the Company must be received by
the Secretary of the Company at the Company's principal executive
office no later than December 3, 1996, in order to be included in
the proxy statement and form of proxy for such meeting.
EXPENSES OF SOLICITATION
The expense of the solicitation of proxies will be borne by
the Company. In addition to the solicitation of proxies by mail,
solicitation may be made by the directors, officers and employees
of the Company by other means, including telephone, telecopy or in
person. No special compensation will be paid to directors,
officers or employees for the solicitation of proxies. To solicit
proxies, the Company also will request the assistance of banks,
brokerage houses and other custodians, nominees or fiduciaries and,
upon request, will reimburse such organizations or individuals for
their reasonable expenses in forwarding soliciting materials to
their principals and in obtaining authorization for the execution
of proxies.
OTHER MATTERS
The management of the Company is not aware of any other
matters to be presented for action at the Meeting.
By Order of the Board of Directors,
EDWARD H. HATZENBUEHLER
Secretary
November ___, 1996
Dallas, Texas
STOCKHOLDERS ARE URGED, REGARDLESS OF THE NUMBER OF SHARES OF
COMMON STOCK OF THE COMPANY OWNED, TO DATE, SIGN AND RETURN THE
ENCLOSED PROXY. YOUR COOPERATION IN GIVING THESE MATTERS YOUR
IMMEDIATE ATTENTION AND IN RETURNING YOUR PROXY PROMPTLY IS
APPRECIATED.
REVOCABLE PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
OF WALDEN RESIDENTIAL PROPERTIES, INC.
The undersigned hereby appoint(s) Don R. Daseke and Mark S.
Dillinger, or either of them, with full power of substitution and
resubstitution, proxies of the undersigned, with all of the powers
that the undersigned would possess if personally present, to cast
all votes which the undersigned would be entitled to cast at the
Special Meeting of Holders of the Company's 9.16% Series B
Convertible Redeemable Preferred Stock (the "Special Meeting") of
Walden Residential Properties, Inc. (the "Company") to be held on
Wednesday, November 13, 1996, at the Company's offices, One Lincoln
Centre, 5400 LBJ Freeway, Suite 400, Dallas, Texas, commencing at
10:00 a.m., local time, and any and all adjournments thereof,
including (without limiting the generality of the foregoing) to
vote and act on the proposal to authorize the issuance by the
Company of a series of its preferred stock ranking senior to the
Company's 9.16% Series B Convertible Redeemable Preferred Stock
with respect to the payment of dividends and the distribution of
assets upon the liquidation, dissolution and winding up of the
Company as follows:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In their discretion, the proxies are authorized to vote upon
such other business as may properly come before the Special
Meeting. THIS PROXY WILL BE VOTED AT THE SPECIAL MEETING OR ANY
ADJOURNMENT THEREOF IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH
ABOVE OR, IN THE EVENT NO INSTRUCTIONS ARE SET FORTH, THIS PROXY
WILL BE VOTED FOR THE PROPOSAL. This proxy hereby revokes all
prior proxies given with respect to the shares of the undersigned.
Your Board of Directors unanimously recommends that you vote
FOR the Proposal. Accordingly, please complete, sign, date and
return envelope. No postage is required for mailing in the United
States.
Date: _________________, 1996 ______________________________
Signature(s)
______________________________
Signature(s)
IMPORTANT: Please date this
proxy and sign exactly as your
name appears to the left. If
shares are held by joint
tenants, both should sign.
When signing as attorney,
executor, administrator,
trustee or guardian, please
give title as such. If a
corporation, please sign in
full corporate name by
president or other authorized
officer. If a partnership,
please sign in partnership name
by authorized person.
