SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
PURSUANT TO SECTION 12, 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 16, 1996
WALDEN RESIDENTIAL PROPERTIES, INC.
(Exact name of Registrant as specified in its Charter)
MARYLAND
(State of other jurisdiction of incorporation or organization)
1-12592
(Commission file number)
75-2506197
(I.R.S. Employer Identification Number)
One Lincoln Centre
5400 LBJ Freeway, Suite 400
Dallas, Texas 75240
(Address of principal executive offices)
Registrant's telephone number, including area code: (972) 788-0510
Not Applicable
(Former name or former address, if changed since last report)
EXPLANATORY NOTE
Walden Residential Properties, Inc., a Maryland corporation,
hereby amends its Form 8-K dated December 16, 1996, and filed with
the Securities and Exchange Commission on December 16, 1996 to
revise the Pro Forma Condensed Consolidated Balance Sheet and to
include the Independent Auditors' Consent - Exhibit 23.1.
<TABLE>
<CAPTION>
WALDEN RESIDENTIAL PROPERTIES, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
September 30, 1996
(Unaudited)
(In thousands)
Historical Refinancings Acquisitions Pro Forma
---------- ------------ ------------ ---------
<S> <C> <C> <C> <C>
ASSETS
Real estate assets -- net. . . . . . . $575,879 $ $ 66,265 (e) $642,144
Receivable from and investment
in WDN Management . . . . . . . . . . 1,105 1,105
Other assets . . . . . . . . . . . . . 11,220 314 (a) 282 (f) 11,816
Cash and cash equivalents. . . . . . . 4,870 (19) (b) 4,851
Restricted cash. . . . . . . . . . . . 8,045 8,045
-------- -------- -------- --------
Total assets. . . . . . . . . . . . . $601,119 $ 295 $ 66,547 $667,961
======== ======== ======== ========
LIABILITIES
Mortgage notes payable . . . . . . . . $251,477 $ 1,072 (c) $ 7,130 (g) $259,679
Credit facility. . . . . . . . . . . . 35,800 58,484 (h) 94,284
Other liabilities. . . . . . . . . . . 18,802 933 (i) 19,735
-------- -------- -------- --------
Total liabilities . . . . . . . . . . 306,079 1,072 66,547 373,698
-------- -------- -------- --------
STOCKHOLDERS' EQUITY
Convertible equity securities. . . . . 14,886 14,886
Common stock . . . . . . . . . . . . . 157 157
Preferred stock. . . . . . . . . . . . 18 18
Additional paid in capital . . . . . . 312,140 312,140
Notes receivable from Company
Officers. . . . . . . . . . . . . . . (5,263) (5,263)
Distributions in excess of net
income. . . . . . . . . . . . . . . . (26,898) (777) (d) (27,675)
-------- -------- -------- --------
Total stockholders' equity. . . . . . 295,040 (777) -- 294,263
-------- -------- -------- --------
Total liabilities and
stockholders' equity . . . . . . . . $601,119 $ 295 $ 66,547 $667,961
======== ======== ======== ========
</TABLE>
(a) Represents new financing costs ($1,042), write off of old
financing costs on refinanced loan ($-777) and new escrows
required with refinancing ($49).
(b) Represents net cash required for refinancings.
(c) Represents the increase in mortgage balances due to
refinancing.
(d) Represents write off of old financing costs on refinanced
loans.
(e) Represents cost of properties acquired between October 2, 1996
and December 16, 1996.
(f) Represents security deposit escrows and real estate tax
escrows required on acquisition properties.
(g) Represents mortgage assumed by the Company on November 15,
1995 property purchase.
(h) Represents estimated draws on Credit Facility to finance
acquisitions between October 2, 1996 and December 16, 1996.
(i) Represents real estate tax liabilities and security deposit
liabilities that would be assumed had the properties acquired
between October 2, 1996 and December 16, 1996 been owned on
September 30, 1996.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
WALDEN RESIDENTIAL PROPERTIES, INC.
/s/ Mark S. Dillinger December 19, 1996
- --------------------- -----------------
Mark S. Dillinger Date
Executive Vice President,
Chief Financial Officer and Director
(Principal Financial and Accounting Officer)
EXHIBIT INDEX
Exhibit Page
No. Description No.
------- ----------- ----
23.1 Independent Auditors' Consent E-2
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the
Registration Statement on Form S-3 (Registration No. 333-13809) and
the Registration Statement on Form S-3 (Registration No. 333-02520)
of our report dated December 16, 1996, with respect to the combined
statement of revenues and certain expenses of Deerfield,
Doubletree, Village Green, Village Hills, Center Court, the
Information Center, and Tennis Center (the "Nashboro Apartments")
included in the Current Report on Form 8-K of Walden Residential
Properties, Inc. for the year ended December 31, 1995.
DELOITTE & TOUCHE LLP
- ---------------------
Dallas, Texas
December 17, 1996
