<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 21, 1996
REGISTRATION NO. 333-3002
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PRE-EFFECTIVE
AMENDMENT NO. 4
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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EVANS WITHYCOMBE RESIDENTIAL, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
MARYLAND 86-0766008
(State or other jurisdiction (I.R.S. Employer
of Identification
incorporation or Number)
organization)
</TABLE>
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6991 EAST CAMELBACK ROAD, SUITE A-200, SCOTTSDALE, ARIZONA 85251, (602) 840-1040
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
--------------------------
STEPHEN O. EVANS
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
EVANS WITHYCOMBE RESIDENTIAL, INC.
6991 EAST CAMELBACK ROAD, SUITE A-200
SCOTTSDALE, ARIZONA 85251
(602) 840-1040
(Name, address, including zip code and telephone number, including area code, of
agent for service)
--------------------------
COPIES TO:
<TABLE>
<S> <C>
KENNETH M. DORAN EDWARD SONNENSCHEIN, JR.
GIBSON, DUNN & CRUTCHER LLP LATHAM & WATKINS
333 SOUTH GRAND AVENUE 633 WEST 5TH STREET, SUITE 4000
LOS ANGELES, CALIFORNIA 90071-3197 LOS ANGELES, CALIFORNIA 90071-2007
(213) 229-7000 (213) 485-1234
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant Rule 462 (b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement from the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
--------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
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-3 and has duly caused this Amendment No. 4 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Scottsdale, State of Arizona, on this
21st day of May 1996.
EVANS WITHYCOMBE RESIDENTIAL, INC.
By: /S/ STEPHEN O. EVANS
---------------------------------------
Stephen O. Evans
CHAIRMAN OF THE BOARD AND CHIEF
EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 4 to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
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<C> <S> <C>
NAME TITLE DATE
- ------------------------------------------------------ ---------------------------------------- ---------------
/S/ STEPHEN O. EVANS Chairman of the Board of Directors and May 21, 1996
------------------------------------------- Chief Executive Officer (Principal
Stephen O. Evans Executive Officer)
* President, Chief Operating Officer and May 21, 1996
------------------------------------------- Director
F. Keith Withycombe
* Senior Vice President and Chief May 21, 1996
------------------------------------------- Financial Officer (Principal Financial
Paul R. Fannin and Accounting Officer)
* Executive Vice President and Director May 21, 1996
-------------------------------------------
Richard G. Berry
* Director May 21, 1996
-------------------------------------------
Joseph F. Azrack
* Director May 21, 1996
-------------------------------------------
G. Peter Bidstrup
* Director May 21, 1996
-------------------------------------------
Joseph W. O'Connor
* Director May 21, 1996
-------------------------------------------
John O. Theobald II
*By: /S/ STEPHEN O. EVANS
--------------------------------------
Stephen O. Evans
ATTORNEY-IN-FACT
</TABLE>
II-3
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <S> <C>
*1.1 Form of Purchase Agreement
*4.1 Articles of Amendment and Restatement of the Registrant (previously filed as Exhibit No.
3.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994
and incorporated herein by reference).
*4.2 Amended and Restated Bylaws of the Registrant (previously filed as Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1994 and
incorporated herein by reference).
*5.1 Opinion of Ballard Spahr Andrews & Ingersoll regarding the validity of the securities
being registered.
8.1 Opinion of Gibson, Dunn & Crutcher LLP regarding certain federal tax matters.
*23.1 Consent of Ernst & Young LLP
*23.2 Consent of Ballard Spahr Andrews & Ingersoll (included in Exhibit 5.1)
23.3 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 8.1).
*24 Power of Attorney (included on signature page)
</TABLE>
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* Previously filed.
II-4
<PAGE>
[GIBSON, DUNN & CRUTCHER LLP]
May 21, 1996
(213) 229-7000 C 26181-00019
Evans Withycombe Residential, Inc.
6991 East Camelback Road
Suite A200
Scottsdale, Arizona 85251
Re: EVANS WITHYCOMBE RESIDENTIAL, INC.
Gentlemen:
We have acted as special counsel to Evans Withycombe Residential, Inc.,
a Maryland corporation (the "Company"), in connection with the sale by the
Company of shares of common stock, par value $.01 per share, of the Company
(the "Common Shares") pursuant to a Registration Statement on Form S-3 (the
"Registration Statement") filed with the Securities and Exchange Commission
on March 29, 1996 (Registration No. 333-3002), and amended on May 2, 1996,
May 14, 1996 and May 21, 1996.
You have requested our opinion concerning certain of the federal income
tax consequences to the Company and the purchasers of Common Shares in
connection with the sale described above. This opinion is based on various
assumptions, and is conditioned upon certain representations made by the
Company as to factual matters. In addition, this opinion is based upon the
factual representations of the Company concerning its business and properties
as set forth in the Registration Statement.
We have made such legal and factual examinations and inquiries,
including an examination of originals or copies certified or otherwise
identified to our satisfaction of such documents, of corporate records and
other instruments as we have deemed necessary or appropriate for purposes of
this opinion.
Exhibit 8.1
<PAGE>
Evans Withycombe Residential, Inc.
May 21, 1996
Page 2
We are opining herein as to the effect on the subject transaction only
of the federal income tax laws of the United States and we express no opinion
with respect to the applicability thereto, or the effect thereon, of other
federal laws, the laws of any other jurisdiction or as to any matters of
municipal law or the laws of any other local agencies within any state.
Based on such facts, assumptions and representations, it is our opinion
that:
(1) Commencing with the Company's taxable year ending December 31,
1994, the Company was organized in conformity with the requirements for
qualification as a real estate investment trust, and its proposed method of
operation has enabled and will enable it to meet the requirements for
qualification and taxation as a real estate investment trust under the
Internal Revenue Code of 1986, as amended (the "Code").
(2) The information in the Registration Statement under the caption
"Federal Income Tax Considerations," to the extent that it constitutes
matters of law, summaries of legal matters, or legal conclusions, has been
reviewed by us and is accurate in all material respects.
This opinion is based on various statutory provisions, regulations
promulgated thereunder and interpretations thereof by the Internal Revenue
Service and the courts having jurisdiction over such matters, all of which
are subject to change either prospectively or retroactively. Also, any
variation or difference in the facts from those set forth in the Company's
representations may affect the conclusions stated herein. Moreover, the
Company's qualification and taxation as a real estate investment trust
depends upon the Company's ability to meet, through annual operating results,
distribution levels and diversity of stock ownership, the various
qualification tests imposed under the Code, the results of which will not be
reviewed by Gibson, Dunn & Crutcher LLP. Accordingly, no assurance can be
given that the actual results of the Company's operation for any one taxable
year will satisfy such requirements.
This opinion is rendered only to you and is solely for your benefit in
connection with the transactions covered hereby. This opinion may not be
relied upon by you for any other purposes, or furnished to, quoted to, or
relied upon by any other person, firm or corporation for any purpose, without
our prior written consent.
<PAGE>
Evans Withycombe Residential, Inc.
May 21, 1996
Page 3
We hereby consent to the use of our name under the heading "Federal
Income Tax Considerations" and "Legal Matters" in the Prospectus that forms a
part of the Registration Statement.
Very truly yours,
/s/ GIBSON, DUNN & CRUTCHER LLP
GIBSON, DUNN & CRUTCHER LLP
