As filed with the Securities and Exchange Commission on February 28, 1997
Registration No. 333-______________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WALDEN RESIDENTIAL PROPERTIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Maryland 75-2506197
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
One Lincoln Centre
5400 LBJ Freeway, Suite 400
Dallas, Texas
(Address of Principal Executive Offices)
75240
(Zip Code)
WALDEN RESIDENTIAL PROPERTIES, INC. 1994 STOCK OPTION PLAN
(Full Title of the Plan)
Don R. Daseke
Walden Residential Properties, Inc.
One Lincoln Centre
5400 LBJ Freeway, Suite 400
Dallas, Texas 75240
(Name and Address of Agent For Service)
(972) 788-0510
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
----------
Kenneth L. Betts
Winstead Sechrest & Minick P.C.
1201 Elm Street
Suite 5400
Dallas, Texas 75270
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Offering Registration
Registered Registered Per Share (1) Price (1) Fee (2)
- ---------- ---------- -------------- ------------------ ------------
<C> <C> <C> <C> <C>
Common Stock, 1,716,950 Shares $25.75 $44,211,463 $15,246
par value $.01
</TABLE>
(1) Estimated solely for the purposes of calculating the
registration fee.
(2) Pursuant to Rule 457(h) of the Securities Act of 1933, as
amended, the registration fee has been calculated based on the
average of the high and low prices of the Registrant's common
stock on February 26, 1997 (as reported on the New York Stock
Exchange).
<PAGE 1>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
- --------------------------
Item 2. Registrant Information and Employee Plan Annual Information.*
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____________________
* Information required by Part I of Form S-8 to be contained in
a prospectus meeting the requirements of Section 10(a) of the
Securities Act of 1933 is omitted from this Registration
Statement in accordance with Rule 428 under the Securities Act
of 1933 and the Note to Part I of Form S-8.
<PAGE 2>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
- ------------------------------------------------
The documents listed below hereby are incorporated by
reference into this registration statement on Form S-8 (the
"Registration Statement"). All documents subsequently filed by
Walden Residential Properties, Inc. (the "Company") pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), after the date of this
Registration Statement and before the filing of a post-effective
amendment to the Registration Statement which indicates that all
shares of the Company's common stock offered hereunder have been
sold or which deregisters all such shares then remaining unsold
shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of filing of such documents.
1. The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995;
2. The Company's Quarterly Reports on Form 10-Q for
the fiscal quarters ended March 31, 1996, June 30,
1996 and September 30, 1996; and
3. The description of the Company's common stock
contained in the registration statement on Form 8-A
under the Exchange Act filed by the Company with
the Commission on November 19, 1993.
Item 4. Description of Securities
- ---------------------------------
Not required. The Registrant's Common Stock has been
registered under Section 12 of the Exchange Act.
Item 5. Interest of Named Experts and Counsel
- ---------------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers
- -------------------------------------------------
The Company's Articles of Incorporation, as amended (the
"Articles of Incorporation"), provide certain limitations on the
liability of the Company's directors and officers for monetary
damages to the Company. The Articles of Incorporation obligate the
Company to indemnify its directors and officers, and permit the
Company to indemnify its employees and other agents, against
certain liabilities incurred in connection with their service in
such capacities. These provisions could reduce the legal remedies
available to the Company and the stockholders against these
individuals.
<PAGE 3>
The Articles of Incorporation require the Company to indemnify
(a) the Company's directors and officers whether serving the
Company or at its request any other entity who have been
successful, on the merits or otherwise, in the defense of a
proceeding to which he was made a party by reason of his service in
that capacity, against reasonable expenses incurred by him in
connection with the proceeding unless it is established that (i)
his act or omission was material to the matter giving rise to the
proceeding and was committed in bad faith or was the result of
active and deliberate dishonesty, (ii) he actually received an
improper personal benefit in money, property or services or (iii)
in the case of a criminal proceeding, he had reasonable cause to
believe that his act or omission was unlawful and (b) other
employees and agents of the Company to such extent as shall be
authorized by the Board of Directors or the Company's Bylaws and be
permitted by law. In addition, the Articles of Incorporation
require the Company to pay or reimburse, in advance of the final
disposition of a proceeding, reasonable expenses incurred by a
director or officer who is a party to a proceeding under procedures
provided for under the Maryland General Corporation Law (the
"MGCL"). The Company's Bylaws also permit the Company to provide
such other and further indemnification or payment or reimbursement
of expenses as the Board of Directors deems to be in the interest
of the Company and as may be permitted by the MGCL for directors,
officers and employees of Maryland corporations.
The Company has entered into indemnification agreements with
each of the Company's officers and directors. The indemnification
agreements require, among other things, that the Company indemnify
its officers and directors to the fullest extent permitted by law
and advance to the officers and directors all related expenses,
subject to reimbursement if it is subsequently determined that
indemnification is not permitted. The Company must also indemnify
and advance all expenses incurred by officers and directors seeking
to enforce their rights under the indemnification agreements and
cover officers and directors under the Company's directors' and
officers' liability insurance. Although the indemnification
agreements offer substantially the same scope of coverage afforded
by law, it provides assurance to directors and officers that
indemnification will be available because such contracts cannot be
modified unilaterally in the future by the Board of Directors or
the stockholders to eliminate the rights they provide.
Item 7. Exemption from Registration Claimed.
- --------------------------------------------
Not Applicable.
Item 8. Exhibits.
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5.1 Opinion of Winstead Sechrest & Minick P.C. regarding the
legality of the securities being registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Winstead Sechrest & Minick P.C. (included as
part of Exhibit 5.1).
24.1 Power of Attorney (See Page II-5 of this Registration
Statement).
<PAGE 4>
99.1 Walden Residential Properties, Inc. 1994 Stock
Option Plan (previously filed with Amendment No. 4
to the Company's Registration Statement on
Form S-11 (Registration No. 33-70132) filed with
the Securities and Exchange Commission on
January 7, 1994 and incorporated herein by
reference).
Item 9. Undertakings.
- ---------------------
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment hereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
and of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Securities Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) to include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
<PAGE 5>
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933
and will be governed by the final adjudication of such issue.
<PAGE 6>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Dallas, State of Texas, on February 27, 1997.
WALDEN RESIDENTIAL PROPERTIES, INC.
By: /s/ Don R. Daseke
-----------------
Name: Don R. Daseke
Title: Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Don R.
Daseke and Mark S. Dillinger, or either of them, his true and
lawful attorney-in-fact and agent, with full power of substitution,
for him and on his behalf and in his name, place and stead, in any
and all capacities, to sign, execute, and file any and all
documents relating to this Registration Statement, including any
and all amendments, post-effective amendments, abbreviated
registration statements pursuant to Rule 462 under the Securities
Act of 1933, exhibits and supplements thereto, with any regulatory
authority, granting unto said attorneys, and each of them, full
power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in
order to effectuate the same as fully to all intents and purposes
as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may
lawfully do or cause to be done.
Signature Capacity Date
- --------- -------- ----
/s/ Don R. Daseke Chairman of the Board, February 28, 1997
- ----------------------- Chief Executive Officer and
Don R. Daseke Director (Principal Executive Officer)
/s/ Mark S. Dillinger Executive Vice President and February 28, 1997
- ----------------------- Chief Financial Officer
Mark S. Dillinger (Principal Financial Officer and
Principal Accounting Officer)
/s/ Marshall B. Edwards President and Chief Acquisitions February 28, 1997
- ----------------------- Officer
Marshall B. Edwards
<PAGE 7>
/s/ Linda Walker Bynoe Director February 28, 1997
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Linda Walker Bynoe
/s/ Francesco Galesi Director February 28, 1997
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Francesco Galesi
/s/ Arch K. Jacobson Director February 28, 1997
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Arch K. Jacobson
/s/ Louis G. Munin Director February 28, 1997
- -----------------------
Louis G. Munin
/s/ J. Otis Winters Director February 28, 1997
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J. Otis Winters
<PAGE 8>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
5.1 Opinion of Winstead Sechrest & Minick P.C.
regarding the validity of the securities being
registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Winstead Sechrest & Minick P.C.
(included as part of Exhibit 5.1)
24.1 Power of Attorney (See Page II-5 of this
Registration Statement).
99.1 Walden Residential Properties, Inc. 1994 Stock
Option Plan (previously filed with Amendment No.
4 to the Company's Registration Statement on Form
S-11 (Registration No. 33-70132) filed with the
Securities and Exchange Commission on January 7,
1994 and incorporated herein by reference).
Exhibit 5.1
WINSTEAD SECHREST & MINICK
5400 Renaissance Tower
1201 Elm Street
Dallas, Texas 75270-2199
Direct Dial: (214) 745-5724
[email protected]
February 27, 1997
Walden Residential Properties, Inc.
One Lincoln Centre
5400 LBJ Freeway
Suite 400
Dallas, Texas 75240
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Walden Residential Properties,
Inc., a Maryland corporation (the "Company"), in connection with
the Company's Registration Statement on Form S-8 ("Registration
Statement"), filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), and the issuance of up to 1,716,950 of the
Company's common stock (the "Securities"), pursuant to the
Registration Statement.
In this capacity, we have examined the Company's charter and
bylaws, the proceedings of the Board of Directors of the Company
relating to the issuance of the Securities and such other statutes,
certificates, instruments and documents relating to the Company and
matters of law as we have deemed necessary to the issuance of this
opinion.
Based upon the foregoing, we are of the opinion that the
Securities to be issued by the Company pursuant to the Registration
Statement have been duly authorized and, when issued as
contemplated in the Registration Statement against receipt of the
purchase price provided for therein, will be validly issued, fully
paid and nonassessable.
The opinion expressed herein is as of the date hereof and is
based on the assumptions set forth herein and the laws and
regulations currently in effect, and we do not undertake and hereby
disclaim any obligations to advise you of any change with respect
to any matter set forth herein. To the extent that the opinion set
forth herein is governed by laws other than the federal laws of the
United States, our opinion is based solely upon our review of the
General Corporation Law of the State of Maryland and upon
certificates from public officials or governmental offices of such
state. We express no opinion as to any matter other than as
expressly set forth herein, and no opinion is to, or may, be
inferred or implied herefrom.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and the reference to us under the
heading "Legal Matters" in the Prospectus contained therein. In
giving our consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Commission
thereunder.
Very truly yours,
WINSTEAD SECHREST & MINICK P.C.
By: /s/ Kenneth L. Betts
--------------------
KLB/dds
Enclosures
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of Walden Residential Properties, Inc. on
Form S-8 of our report dated March 7, 1996, with respect to the
consolidated financial statements and schedule of Walden
Residential Properties, Inc. and our report dated March 3, 1995,
with respect to the combined financial statement of Walden
Predecessors included in the Annual Report on Form 10-K of Walden
Residential Properties, Inc. for the year ended December 31, 1995.
/s/ Deloitte & Touche LLP
- -------------------------
DELOITTE & TOUCHE LLP
Dallas, Texas
February 28, 1997
