SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission file number: 1-12592
A. Full title of the Plan and the address of the Plan, if
different from that of the issuer named below:
WALDEN RESIDENTIAL PROPERTIES, INC.
401(k) PLAN
B. Name of issuer of the securities held pursuant to the Plan and
the address of its principal executive offices:
WALDEN RESIDENTIAL PROPERTIES, INC.
One Lincoln Centre
5400 LBJ Freeway, Suite 400
Dallas, Texas 75240
1. FINANCIAL STATEMENTS AND SCHEDULES
The financial statements and supplemental schedules for the
Plan have been prepared in accordance with the Employee Retirement
Income Security Act of 1974, and are filed as Exhibit 99.1 hereto
and incorporated by reference herein.
2. WALDEN RESIDENTIAL PROPERTIES, INC.
The Independent Auditors' Report with respect to the financial
statements and supplemental schedules of the Walden Residential
Properties, Inc. 401(k) Plan (formerly WDN Management Company
401(k) Plan) is set forth in such financial statements and
supplemental schedules filed as Exhibit 99.1 hereto and
incorporated by reference herein.
3. EXHIBITS
23.1 Consent of Deloitte & Touche LLP, Independent
Auditors.
99.1 Walden Residential Properties, Inc. 401(k) Plan
Financial Statements and Supplemental Schedules.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities
Exchange Act of 1934, Walden Residential Properties, Inc., as Plan
administrator of the Walden Residential Properties, Inc. 401(k)
Plan, has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WALDEN RESIDENTIAL PROPERTIES, INC.
401(k) PLAN
Date: March 31, 1998 By: Walden Residential Properties, Inc.
Plan Administrator
By: /s/ Mark S. Dillinger
---------------------
Mark S. Dillinger
Executive Vice President
& Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
23.1 Consent of Deloitte & Touche LLP,
Independent Auditors.
99.1 Walden Residential Properties, Inc.
401(k) Plan Financial Statements and
Supplemental Schedules.
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration
Statement No. 333-24247 of Walden Residential Properties, Inc. on
Form S-8 of our report dated March 30, 1998, included in this
Annual Report on Form 11-K of Walden Residential Properties, Inc.
401(k) Plan, for the year ended September 30, 1997.
/s/ Deloitte & Touche LLP
- -------------------------
DELOITTE & TOUCHE LLP
March 31, 1998
Dallas, Texas
Exhibit 99.1
- ---------------------------------------------------
WALDEN RESIDENTIAL PROPERTIES, INC. 401(k) PLAN
(FORMERLY WDN MANAGEMENT COMPANY 401 (k) PLAN)
Financial Statements for the Years Ended
September 30, 1997 and 1996,
Supplemental Schedules for the Year Ended
September 30, 1997 and Independent Auditors' Report
- ---------------------------------------------------
WALDEN RESIDENTIAL PROPERTIES, INC. 401(k) PLAN
(FORMERLY WDN MANAGEMENT COMPANY 401 (k) PLAN)
TABLE OF CONTENTS
Page
----
INDEPENDENT AUDITORS' REPORT . . . . . . . . . . . . . . . . . . .E-4
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits,
September 30, 1997 and 1996. . . . . . . . . . . . . . . . . .E-5
Statements of Changes in Net Assets Available for Benefits,
for the Year Ended September 30, 1997 and 1996 . . . . . . . .E-7
Notes to Financial Statements. . . . . . . . . . . . . . . . . .E-9
SUPPLEMENTAL SCHEDULES FOR THE
YEAR ENDED SEPTEMBER 30, 1997:
Item 27A-Schedule of Assets Held for Investment Purposes. . . . E-14
Item 27D-Schedule of Reportable Transactions. . . . . . . . . . E-15
INDEPENDENT AUDITORS' REPORT
To the Trustees and Participants of
Walden Residential Properties, Inc. 401(k) Plan
Dallas, Texas
We have audited the accompanying statements of net assets available
for benefits of Walden Residential Properties Inc. 401(k) Plan
(formerly WDN Management Company 401(k) Plan) as of September 30,
1997 and 1996, and the related statement of changes in net assets
available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all
material respects, the net assets available for benefits of the
Walden Residential Properties Inc. 401(k) Plan (formerly WDN
Management Company 401(k) Plan) at September 30, 1997 and 1996, and
the changes in net assets available for benefits for the years then
ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on
the basic financial statements taken as a whole. The supplemental
schedules listed in the Table of Contents are presented for the
purpose of additional analysis and are not a required part of the
basic financial statements, but are supplementary information
required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental information by fund in the
statements of net assets available for benefits and the statements
of changes in net assets available for benefits is presented for
the purpose of additional analysis rather than to present the net
assets available for benefits and changes in net assets available
for benefits of the individual funds. The supplemental schedules
and supplemental information by fund are the responsibility of the
Plan's management. Such supplemental schedules and supplemental
information by fund have been subjected to the auditing procedures
applied in our audit of the basic financial statements and, in our
opinion, are fairly stated in all material respects when considered
in relation to the basic financial statements taken as a whole.
/s/ Deloitte & Touche LLP
- --------------------------
DELOITTE & TOUCHE LLP
March 30, 1998
Dallas, Texas
WALDEN RESIDENTIAL PROPERTIES, INC. 401(k) PLAN
(FORMERLY WDN MANAGEMENT COMPANY 401(k) PLAN)
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
SEPTEMBER 30, 1997
<TABLE>
<CAPTION>
Supplemental Information by Fund
------------------------------------------------------------------------------------------------
High Yield
Money Capital Corporate Total Walden Participant Total
Market Appreciation Convertible Value Bond Return Government Stock Loans Plan
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
- ------
Investments at
fair value:
Walden Residential
Properties, Inc.
common stock $ -- $ -- $ -- $ -- $ -- $ -- $ -- $156,104 $ -- $ 156,104
Mutual Funds 26,943 475,954 33,705 277,306 40,993 50,778 73,940 -- -- 979,619
Participants loans -- -- -- -- -- -- -- -- 19,101 19,101
-------- -------- -------- -------- -------- -------- -------- -------- -------- ----------
Total investments 26,943 475,954 33,705 277,306 40,993 50,778 73,940 156,104 19,101 1,154,824
Cash -- -- -- -- -- -- -- 1,223 -- 1,233
Employer's
contributions
receivable -- 44,274 2,880 30,367 5,848 5,177 10,157 25,293 -- 123,996
-------- -------- -------- -------- -------- -------- -------- -------- -------- ----------
NET ASSETS
AVAILABLE FOR
BENEFITS $ 26,943 $520,228 $ 36,585 $307,673 $ 46,841 $ 55,955 $ 84,097 $182,620 $ 19,101 $1,280,043
======== ======== ======== ======== ======== ======== ======== ======== ======== ==========
</TABLE>
See accompanying notes to financial statements.
WALDEN RESIDENTIAL PROPERTIES, INC. 401(k) PLAN
(FORMERLY WDN MANAGEMENT COMPANY 401(k) PLAN)
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
SEPTEMBER 30, 1996
<TABLE>
<CAPTION>
Supplemental Information by Fund
------------------------------------------------------------------------------------------------
High Yield
Money Capital Corporate Total Walden Participant Total
Market Appreciation Convertible Value Bond Return Government Stock Loans Plan
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
- ------
Investments at
fair value:
Walden Residential
Properties, Inc.
common stock $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ 66,607 $ -- $ 66,607
Mutual Funds 5,346 170,117 13,555 95,315 11,037 23,524 26,684 -- -- 345,578
Participants loans -- -- -- -- -- -- -- -- 1,100 1,100
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Total investments 5,346 170,117 13,555 95,315 11,037 23,524 26,684 66,607 1,100 413,285
======== ======== ======== ======== ======== ======== ======== ======== ======== ========
Cash 11,218 -- -- -- -- -- -- -- -- 11,218
Receivables:
Employer's
contributions 216,894 -- -- -- -- -- -- -- -- 216,894
Participants'
contributions 4,199 -- -- -- -- -- -- -- -- 4,199
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Total
receivables 221,093 -- -- -- -- -- -- -- -- 221,093
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
NET ASSETS
AVAILABLE FOR
BENEFITS $237,657 $170,117 $ 13,555 $ 95,315 $ 11,037 $ 23,524 $ 26,684 $ 66,607 $ 1,100 $645,596
======== ======== ======== ======== ======== ======== ======== ======== ======== ========
</TABLE>
See accompanying notes to financial statements.
WALDEN RESIDENTIAL PROPERTIES, INC. 401(k) PLAN
(FORMERLY WDN MANAGEMENT COMPANY 401(k) PLAN)
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED SEPTEMBER 30, 1997
<TABLE>
<CAPTION>
Supplemental Information by Fund
------------------------------------------------------------------------------------------------
High Yield
Money Capital Corporate Total Walden Participant Total
Market Appreciation Convertible Value Bond Return Government Stock Loans Plan
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Net appreciation
in fair value
of investments $ -- $ 89,109 $ 3,021 $ 37,627 $ 1,587 $ 6,694 $ 357 $ 14,388 $ -- $ 152,693
Dividend income 548 3,213 2,149 14,943 2,659 1,655 3,296 8,791 -- 37,254
-------- -------- -------- -------- -------- -------- -------- -------- -------- ----------
548 92,232 5,170 52,570 4,246 8,349 3,653 23,179 -- 189,947
Employer
contributions -- 44,274 2,880 30,367 5,848 5,177 10,157 25,293 -- 123,996
Participant
contributions 24,967 157,675 11,805 95,233 18,836 14,782 34,573 58,670 -- 416,541
-------- -------- -------- -------- -------- -------- -------- -------- -------- ----------
Total additions 25,515 294,181 19,855 178,170 28,930 28,930 48,383 107,142 -- 730,484
Insurance premium
payments (12,278) -- -- -- -- -- -- -- -- (12,278)
Benefits paid to
participants (1,032) (32,002) (5,625) (20,932) (5,367) (5,144) (4,903) (8,704) -- (83,709)
Administrative
expenses -- (17) -- (14) (1) -- (4) (14) -- (50)
-------- -------- -------- -------- -------- -------- -------- -------- -------- ----------
Total deductions (13,310) (32,019) (5,625) (20,946) (5,368) (5,144) (4,907) (8,718) -- (96,037)
Loans to
participants (900) (8,638) -- (7,420) (230) -- (1,862) -- 19,050 --
Participant
loan payments -- 431 -- 301 24 -- 67 226 (1,049) --
Transfers from
(to) other
funds (222,019) 96,156 8,800 62,253 12,448 9,267 15,732 17,363 -- --
-------- -------- -------- -------- -------- -------- -------- -------- -------- ----------
Net increase
(decrease) (210,714) 350,111 23,030 212,358 35,804 32,431 57,413 116,013 18,001 634,447
NET ASSETS
AVAILABLE FOR
BENEFITS:
BEGINNING OF
YEAR 237,657 170,117 13,155 95,315 11,037 23,524 26,684 66,607 1,100 645,596
-------- -------- -------- -------- -------- -------- -------- -------- -------- ----------
END OF YEAR $ 26,943 $520,228 $ 36,585 $307,673 $ 46,841 $ 55,955 $ 84,097 $182,620 $ 19,101 $1,280,043
======== ======== ======== ======== ======== ======== ======== ======== ======== ==========
</TABLE>
See notes to accompanying financial statements.
WALDEN RESIDENTIAL PROPERTIES, INC. 401(k) PLAN
(FORMERLY WDN MANAGEMENT COMPANY 401(k) PLAN)
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED SEPTEMBER 30, 1996
<TABLE>
<CAPTION>
Supplemental Information by Fund
------------------------------------------------------------------------------------------------
High Yield
Money Capital Corporate Total Walden Participant Total
Market Appreciation Convertible Value Bond Return Government Stock Loans Plan
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Net appreciation
in fair value of
investments $ -- $ 16,589 $ 309 $ 4,872 $ 186 $ 1,640 $ (517) $ 3,582 $ -- $ 26,661
Dividend income 613 60 223 739 328 142 646 2,948 -- 5,699
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
613 16,649 532 5,611 514 1,782 129 6,530 -- 32,360
Employer
contributions 216,894 -- -- -- -- -- -- -- -- 216,894
Participant
contributions 39,923 160,526 13,163 93,503 10,880 21,789 27,022 60,077 -- 426,883
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Total additions 257,430 177,175 13,695 99,114 11,394 23,571 27,151 66,607 -- 676,137
Insurance premium
payments (19,773) -- -- -- -- -- -- -- -- (19,773)
Benefits paid to
participants -- (6,308) (140) (3,599) (357) (47) (317) -- -- (10,768)
Loans to
participants -- (750) -- (200) -- -- (150) -- 1,100 --
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Total deductions (19,773) (7,058) (140) (3,799) (357) (47) (467) -- 1,100 (30,541)
Net increase 237,657 170,117 13,555 95,315 11,037 23,524 26,684 66,607 1,100 645,596
NET ASSETS
AVAILABLE FOR
BENEFITS:
BEGINNING OF YEAR -- -- -- -- -- -- -- -- -- --
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
END OF YEAR $237,657 $170,117 $ 13,555 $ 95,315 $ 11,037 $ 23,524 $ 26,684 $ 66,607 $ 1,100 $645,596
======== ======== ======== ======== ======== ======== ======== ======== ======== ========
</TABLE>
See notes to accompanying financial statements.
WALDEN RESIDENTIAL PROPERTIES, INC. 401(k) PLAN
(FORMERLY WDN MANAGEMENT COMPANY 401 (k) PLAN)
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED SEPTEMBER 30, 1997 AND 1996
1. DESCRIPTION OF PLAN
The following description of the Walden Residential
Properties, Inc. 401(k) Plan (formerly WDN Management Company
401(k) Plan) (the "Plan") provides only general information.
Participants should refer to the Plan document for a more
complete description of the Plan's provisions.
General Plan Description
------------------------
The Plan was formed on October 1, 1995 and is a defined
contribution plan covering substantially all employees of WDN
Management Company ("WDN") and Walden Residential Properties,
Inc. ("Walden") who have one year of service and are age 18 or
older. WDN acted as the Plan Administrator and controlled and
managed the operation and administration of the Plan through
December 31, 1996, at which time WDN was merged with Walden
and Walden became the Plan administrator. In connection with
the merger, the Plan name was changed to Walden Residential
Properties, Inc. 401(k) Plan. For the year ended September
30, 1996, Administrators Plan Services, Inc. sponsored the
plan and two executive officers of WDN and Walden served as
the trustee of the Plan. Effective October 1, 1996, the Plan
sponsor and administrator became Walden and Delaware Charter
Guarantee & Trust Company became the trustee. The Plan is
subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
Contributions
-------------
Each year, participants may contribute up to 15% of pretax
annual compensation, as defined in the Plan. The Company makes
a discretionary matching contribution (the "Matching
Contribution"). For the Plan year ended September 30, 1996,
the matching contribution represented 100% up to 6% and 50% up
to 6% of eligible compensation for the periods from October 1,
1995 through March 31, 1996 and from April 1, 1996 through
September 30, 1996, respectively. For the Plan year ended
September 30, 1997, the matching contribution represented 50%
up to 6% of eligible compensation.
Participant Accounts
--------------------
Each participant's account is credited with the participant's
contributions and withdrawals, as applicable, and allocations
of (a) the Matching Contributions and (b) Plan earnings.
Allocations are based on participant earnings or account
balances, as defined. Forfeited balances of terminated
participants' nonvested accounts are used to reduce future
Matching Contributions. The benefit to which a participant is
entitled is the benefit that can be provided from the
participant's account.
At September 30, 1997 and 1996, the Plan had a receivable of
$216,894 and $125,656, respectively, for a Matching
Contribution due from WDN and Walden, respectively. At
September 30, 1997, the Plan had a receivable of $4,199 for
participant contributions. The amounts were received
subsequent to September 30, 1997 and 1996, respectively and
were allocated to participant accounts based upon the
investment options elected by each participant.
Vesting
-------
Participants are immediately vested in their contributions
plus actual earnings thereon. Vesting in the Matching
Contribution portion of their accounts plus actual earnings
thereon is based on years of credited service. Vesting occurs
in accordance with the following table:
Years of Service % Vested
---------------- --------
less than 3 years 0%
3 years 20%
4 years 40%
5 years 60%
6 years 80%
after 7 years 100%
Investment Options
------------------
Upon enrollment in the Plan, a participant may direct employee
contributions in 1% increments in any of eight investment
options. The Matching Contributions are contributed into the
investment options elected for employee contributions, except
for the Walden Stock Fund.
Mainstay Money Market Fund - Invests in short-term cash
accounts which provides as high a level of current income
as is considered consistent with the preservation of
capital and liquidity.
Mainstay Capital Appreciation Fund - Invests in a
portfolio of equity securities with a focus on long-term
growth of capital. Dividend income, if any, is an
incidental consideration.
Mainstay Convertible Fund - Invests in a portfolio of
equity securities with a focus on capital appreciation
together with current income.
Mainstay Value Fund - Invests in equity securities
geared to maximize long-term total return from a
combination of capital growth and income.
Mainstay High Yield Corporate Bond Fund - Invests in a
diversified portfolio of high yield debt securities with
a focus on maximum current income with capital
appreciation as a secondary objective.
Mainstay Total Return Fund - Invests in a portfolio of
equity securities with the objective of obtaining current
income and a reasonable opportunity for future growth of
capital and income.
Mainstay Government Fund - Invests in government
securities with the objective of a high level of current
income and the safety of the principal.
Walden Residential Properties, Inc. Common Stock Fund
("Walden Stock Fund") - Funds are invested in the common
stock of Walden.
Participants may change or transfer their investments
options daily.
Loans to Participants
---------------------
Participants may borrow from their fund accounts up to 50% of
their account balance, with a minimum of $1,000 up to a
maximum of $50,000. Loan transactions are treated as a
transfer between the investment fund and the loan fund. Loan
terms range from 1 to 5 years or up to 25 years for the
purchase of a primary residence. The loans are secured by the
balance in the participant's account and bear interest at a
rate commensurate with local prevailing rates as determined
quarterly by the Plan administrator. Principal and interest
is paid ratably through biweekly payroll deductions.
Payment of Benefits
-------------------
On termination of service, a participant may elect to receive
either a lump-sum amount equal to the value of the
participant's vested interest in his or her account, or annual
installments beginning the first day of the month coincident
with the attainment of the normal retirement age, as defined.
Amounts payable to such participants at September 30, 1996
were $2,582. No amounts were payable at September 30, 1997.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Valuation of Investments
------------------------
The investments in the Walden Stock Fund are stated at fair
value based on closing sales prices reported on recognized
securities exchanges on the last business day of the Plan
year. The mutual funds are valued at quoted market prices
which represent the net asset values of shares held by the
Plan at year-end.
The loans to participants are valued at cost plus accrued
interest which approximates fair value.
Administrative Expenses
-----------------------
Most of the Plan's expenses are paid by WDN or Walden. During
the Plan year ended September 30, 1997 and 1996, Walden and
WDN paid $29,756 and $16,703, respectively, in administrative
expenses on behalf of the Plan.
3. INVESTMENTS EXCEEDING 5% OF NET ASSETS
The Plan's investments which exceeded 5% of net assets
available for benefits as of September 30, are as follows:
1997 1996
---- ----
Capital Appreciation Funds $475,954 $170,117
Value Fund 277,306 95,315
Total Return Fund -- 23,536
Government Fund 73,940 26,684
Walden Stock Fund 156,104 66,607
4. NET APPRECIATION IN FAIR VALUE OF INVESTMENTS
For the year ended September 30, 1997 and 1996, the Plan's
investments (including investments bought, sold, as well as
held during the year) appreciated in value by $150,883 and
$26,661, as follows:
Year Ended September 30,
------------------------
1997 1996
---- ----
Investments at Fair Value:
Mutual funds $138,305 $ 23,079
Walden Common Stock 14,388 3,582
-------- --------
$152,693 $ 26,661
======== ========
5. PLAN TERMINATION
Although it has not expressed any intention to do so, the
Plan management has the right under the Plan to discontinue
its contributions at any time and to terminate the Plan
subject to the provisions set forth in ERISA. In the event
of any termination of the Plan, or upon complete or partial
discontinuance of contributions, the accounts of each
affected participant shall become fully vested.
6. TAX STATUS
The Plan's management believes that the Plan is currently
designed and is being operated in compliance with the
applicable requirements of the Internal Revenue Code.
Therefore, no provision for income taxes has been included
in the Plan's financial statements.
The Plan is in the process of filing a request to obtain a
determination letter from the Internal Revenue Service
indicating that the Plan, as designed, is in compliance with
the applicable requirements of the Internal Revenue Code.
7. CHANGES IN THE PLAN
Effective October 1, 1997, the Plan was amended and restated
in its entirety. In connection with the acquisition of
Drever Partners, Inc. and affiliates ("Drever") on October
1, 1997, the Plan was amended to add the eligible employees
of Drever to the Plan. In addition, the amendment included
certain other administrative changes including: (i) the Plan
year end was changed to December 31, (ii) the maximum
participant contribution was increased to 20% of eligible
compensation, (iii) the Matching Contributions was changed
to a quarterly funding rather than annual funding, (iv) the
funding of life insurance through the Plan was ceased and
(iv) the vesting in the Matching Contribution was decreased
from seven years to five years subsequent to September 30,
1997. Vesting occurs in accordance with the following
schedule:
Years of Service % Vested
---------------- --------
less than 3 years 0%
3 years 20%
4 years 40%
5 years 60%
6 years 80%
after 7 years 100%
WALDEN RESIDENTIAL PROPERTIES, INC. 401(k) PLAN
(FORMERLY WDN MANAGEMENT COMPANY 401(k) PLAN)
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
YEAR ENDED SEPTEMBER 30, 1997
<TABLE>
<CAPTION>
Identity of Issue, Borrower, Lessor
or Similar Party Description of Investment Units/Shares Cost Current Value
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Equity Securities
- -----------------
Walden Residential Properties, Inc. * Common Stock 6,182 $ 142,935 $ 156,104
Cash 1,223 1,223 1,223
Mutual Funds
- ------------
NY Life Securities Mainstay Money Market Fund 26,943 26,943 26,943
Mainstay Capital Appreciation Fund 12,699 392,686 475,954
Mainstay Convertible Fund 2,168 31,045 33,705
Mainstay Value Fund 11,526 241,937 277,306
Mainstay High Yield Corporate
Bond Fund 4,728 39,517 40,993
Mainstay Total Return Fund 2,173 44,778 50,778
Mainstay Government Fund 9,095 73,717 73,940
---------- ----------
Total Mutual Funds 850,623 979,619
Participant Loans Loans maturing August 1998 to
- ----------------- October 2002 with interest rates
ranging from 10.25% to 8.5% 19,101 19,101
---------- ----------
TOTAL INVESTMENTS $1,013,882 $1,156,047
========== ==========
</TABLE>
* Known to be a party-in-interest
WALDEN RESIDENTIAL PROPERTIES, INC. 401(k) PLAN
(FORMERLY WDN MANAGEMENT COMPANY 401(k) PLAN)
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED SEPTEMBER 30, 1997
<TABLE>
<CAPTION>
Identity of Description Number of Purchase Number of Selling Cost of Net Gain
Party Involved of Asset Transactions Price Transactions Price Asset or (Loss)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
NY Life Securities Mainstay Money Market Fund 31 $ 36,587 13 $ 15,233 $ 15,233 $ --
Mainstay Capital Appreciation Fund 21 498,801 21 62,002 56,251 5,751
Mainstay Convertible Fund 19 42,198 7 8,633 8,272 361
Mainstay Total Value Fund 18 302,301 20 32,256 29,998 2,258
Mainstay High Yield Corporate
Bond Fund 31 51,512 8 6,257 6,146 111
Mainstay Total Return Fund 17 60,411 8 11,149 10,455 694
Mainstay Government Fund 26 92,882 16 9,143 9,009 134
BankBoston, N.A. Walden Residential Properties, Inc. 17 185,130 6 9,015 7,796 1,219
</TABLE>
* Known to be a party-in-interest.
