<PAGE>   1
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 6, 1997
                                                    REGISTRATION NO. 333-
================================================================================
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
 
                            OASIS RESIDENTIAL, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
<TABLE>
<S>                                                     <C>
                         NEVADA                                                88-0297457
            (STATE OR OTHER JURISDICTION OF                                 (I.R.S. EMPLOYER
             INCORPORATION OR ORGANIZATION)                               IDENTIFICATION NO.)
</TABLE>
 
         4041 EAST SUNSET ROAD, HENDERSON, NEVADA 89014 (702) 435-9800
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                            ------------------------
 
                               SCOTT S. INGRAHAM
                     PRESIDENT AND CHIEF OPERATING OFFICER
                            OASIS RESIDENTIAL, INC.
                             4041 EAST SUNSET ROAD
                            HENDERSON, NEVADA 89014
                                 (702) 435-9800
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
                            ------------------------
 
                                   COPIES TO:
                             JEFFREY T. PERO, ESQ.
                                LATHAM & WATKINS
                       650 TOWN CENTER DRIVE, 20TH FLOOR
                              COSTA MESA, CA 92626
                                 (714) 540-1235
                            ------------------------
        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
    FROM TIME TO TIME AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE AS
               DETERMINED BY MARKET CONDITIONS AND OTHER FACTORS.
 
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. [X]
================================================================================
                        CALCULATION OF REGISTRATION FEE
 
<TABLE>
<S>                                 <C>               <C>               <C>               <C>
-----------------------------------------------------------------------------------------------------------
                                                                        PROPOSED MAXIMUM
                                                      PROPOSED MAXIMUM      AGGREGATE         AMOUNT OF
     TITLE OF SECURITIES TO BE        AMOUNT TO BE     OFFERING PRICE       OFFERING        REGISTRATION
            REGISTERED(1)             REGISTERED(2)      PER UNIT(3)       PRICE(2)(3)         FEE(2)
-----------------------------------------------------------------------------------------------------------
Debt Securities....................
Common Stock, $.01 par value per
  share(4).........................   $250,000,000           (5)          $250,000,000       $75,758(6)
Preferred Stock, $.01 par value per
  share(7).........................
Depositary Shares representing
  Preferred Stock(8)...............
Warrants...........................
===========================================================================================================
</TABLE>
 
(1) This Registration Statement also covers contracts which may be issued by the
    Registrant under which the counterparty may be required to purchase Debt
    Securities, Common Stock, Preferred Stock or Depositary Shares. These
    contracts would be issued with the Debt Securities, Common Stock, Preferred
    Stock, Depositary Shares and/or Warrants covered hereby. In addition, the
    Securities registered hereunder may be sold separately, together or as units
    with other Securities registered hereunder.
(2) In U.S. Dollars or the equivalent thereof denominated in one or more foreign
    currencies or units of two or more foreign currencies or composite
    currencies (such as European Currency Units).
(3) Estimated solely for the purpose of calculating the registration fee. No
    separate consideration will be received for Common Stock or Preferred Stock
    as may from time to time be issued upon conversion or exchange of Debt
    Securities or Preferred Stock or upon exercise of the Warrants registered
    hereunder. The aggregate maximum public offering price of all securities
    issued pursuant to this Registration Statement will not exceed $250,000,000.
(4) Such indeterminate number of shares of Common Stock as may from time to time
    be issued at indeterminate prices or issuable upon conversion of Debt
    Securities or Preferred Stock registered hereunder or upon exercise of
    Warrants registered hereunder, as the case may be.
(5) Omitted pursuant to General Instruction II.D of Form S-3 under the
    Securities Act of 1933, as amended.
(6) The registration fee has been calculated in accordance with Rule 457(o)
    under the Securities Act of 1933, as amended.
(7) Such indeterminate number of shares of Preferred Stock as may from time to
    time be issued at indeterminate prices or issuable upon conversion or
    exchange of Debt Securities or Depositary Shares registered hereunder or
    upon exercise of Warrants registered hereunder, as the case may be.
(8) To be represented by Depositary Receipts representing an interest in all or
    a specified portion of a share of Preferred Stock.
                            ------------------------
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 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>   2
 
     INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
     REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
     SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
     MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
     BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
     THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
     SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
     UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
     OF ANY SUCH STATE.
 
                      SUBJECT TO COMPLETION, MARCH 6, 1997
 
PROSPECTUS
 
                                  $250,000,000
 
                            OASIS RESIDENTIAL, INC.
 
                                DEBT SECURITIES
                                  COMMON STOCK
                                PREFERRED STOCK
                               DEPOSITARY SHARES
                                    WARRANTS
                            ------------------------
 
Oasis Residential, Inc. (the "Company") may offer from time to time in one or
more series (i) unsecured debt securities (the "Debt Securities"), (ii) shares
of common stock, par value $.01 per share (the "Common Stock"), (iii) shares of
preferred stock, par value $.01 per share (the "Preferred Stock"), (iv) shares
of Preferred Stock represented by Depositary Shares (the "Depositary Shares")
and (v) warrants or other rights to purchase Common Stock or Preferred Stock
(the "Warrants"), with an aggregate public offering price of up to $250,000,000
on terms to be determined at the time of offering. The Debt Securities, Common
Stock, Preferred Stock, Depositary Shares and Warrants (collectively, the
"Securities") may be offered separately or together, in separate series, in
amounts, at prices and on terms to be set forth in one or more supplements to
this Prospectus (each, a "Prospectus Supplement").
 
The specific terms of the Securities for which this Prospectus is being
delivered will be set forth in the applicable Prospectus Supplement and will
include, where applicable: (i) in the case of Debt Securities, the specific
title, aggregate principal amount, currency, form (which may be registered or
bearer, or certificated or global), authorized denominations, maturity, rate (or
manner of calculation thereof) and time of payment of interest, terms of
redemption at the option of the Company or repayment at the option of the
holder, terms of sinking fund payments, terms for conversion into Common Stock,
Preferred Stock or other Company securities, additional covenants, and any
initial public offering price; (ii) in the case of Common Stock, any initial
public offering price; (iii) in the case of Preferred Stock, the specific
designation and stated value per share, any dividend, liquidation, redemption,
conversion, voting and other rights, and any initial public offering price; (iv)
in the case of Depositary Shares, the fractional share of Preferred Stock
represented by each such Depositary Share; and (v) in the case of Warrants, the
duration, offering price, exercise price and detachability. In addition, such
specific terms may include limitations on direct or beneficial ownership and
restrictions on transfer of the Securities, in each case as may be appropriate
to preserve the status of the Company as a real estate investment trust for
federal income tax purposes.
 
The applicable Prospectus Supplement will also contain information, where
applicable, about certain United States federal income tax considerations
relating to, and any listing on a securities exchange of, the Securities covered
by such Prospectus Supplement.
 
The Securities may be offered by the Company directly to one or more purchasers,
through agents designated from time to time by the Company or to or through
underwriters or dealers. If any agents or underwriters are involved in the sale
of the Securities, their names, and any applicable purchase price, fee,
commission or discount arrangement between or among them, will be set forth, or
will be calculable from the information set forth, in the applicable Prospectus
Supplement. See "Plan of Distribution." No Securities may be sold without
delivery of a Prospectus Supplement describing the method and terms of the
offering of such Securities.
                            ------------------------
  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
 EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
   AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
                               CRIMINAL OFFENSE.
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE
    MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
 
                 THE DATE OF THIS PROSPECTUS IS MARCH   , 1997.
<PAGE>   3
 
                             AVAILABLE INFORMATION
 
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement (of which this Prospectus is a part) on
Form S-3 under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the Securities. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain portions of which
have been omitted as permitted by the rules and regulations of the Commission.
Statements contained in this Prospectus as to the content of any contract or
other document are not necessarily complete, and in each instance reference is
made to the copy of the contract or other document filed as an exhibit to the
Registration Statement, each statement being qualified in all respects by such
reference and the exhibits and schedules thereto. For further information
regarding the Company and the Securities offered hereby, reference is hereby
made to the Registration Statement and the exhibits and schedules to the
Registration Statement which may be obtained from the Commission at its
principal office in Washington, D.C., upon payment of fees prescribed by the
Commission.
 
   
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy and information statements and other information
with the Commission. The reports, proxy and information statements and other
information and the Registration Statement and the exhibits and financial
statement schedules thereto filed by the Company with the Commission can be
inspected and copied at the Public Reference Section of the Commission at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the regional offices of the Commission located at 13th Floor, 7 World Trade
Center, New York, New York 10048, and at 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. Copies of such materials can be obtained by mail
from the Public Reference Section of the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The
Commission maintains a Web site at http://www.sec.gov that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the Commission. The reports, proxy and information
statements and other information can also be inspected at the offices of the New
York Stock Exchange (the "NYSE"), 20 Broad Street, New York, New York 10005.
    
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
The following documents previously filed by the Company with the Commission
pursuant to the Exchange Act are incorporated by reference in this Prospectus:
(i) the Company's Current Report on Form 8-K filed on November 26, 1996; (ii)
the Company's Current Report on Form 8-K filed on November 19, 1996; (iii) the
Company's Current Report on Form 8-K filed on November 18, 1996; (iv) the
Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
1996; (v) the Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1996; (vi) the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996; (vii) the Company's Annual Report on Form 10-K for the year
ended December 31, 1995; (viii) the Company's Registration Statement on Form 8-A
filed on April 7, 1995; and (ix) the Company's Registration Statement on Form
8-A filed on October 12, 1993.
 
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Securities shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of filing such documents.
 
Any statement contained herein or in a document incorporated herein by reference
or deemed to be incorporated herein by reference shall be deemed to be modified
or superseded for purposes of the Registration Statement and this Prospectus to
the extent that a statement contained in the Registration Statement or in the
Prospectus (or in the applicable Prospectus Supplement) or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
 
Copies of all documents which are incorporated herein by reference, other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference into the information that this Prospectus incorporates), will be
provided without charge to each person, including any beneficial owner, to whom
a copy of this Prospectus is delivered, upon written request of that person.
Requests for such copies should be directed to Rhona H. Cameron, Shareholder
Relations, Oasis Residential, Inc., 4041 East Sunset Road, Henderson, Nevada
89014.
 
                                        2
<PAGE>   4
 
                                  THE COMPANY
 
The Company is a self-administered and self-managed equity real estate
investment trust (a "REIT"). The Company is the largest active developer and
owner of predominantly upscale apartment communities in the greater Las Vegas,
Nevada, metropolitan area, based on the number of apartment units developed or
owned. The Company also is active in the development and operation of apartment
communities in Denver, Colorado and Reno, Nevada. The Company commenced
operations as a public company in October 1993 with an initial portfolio of 23
apartment communities containing 5,215 units and a 30,000 square foot commercial
center in Henderson, Nevada in which the Company's headquarters is located (the
"Commercial Center"). The Company currently owns and operates a portfolio of
apartment communities comprising more than 13,000 apartment units (the
"Properties") as well as the Commercial Center. The Company is a fully
integrated REIT, with in-house acquisition, development, property management and
finance expertise.
 
The Company has adhered to a strategy of concentrating on the acquisition,
development and management of primarily upscale apartment communities. The
Company believes it has certain competitive advantages in operating its
business, including the following:
 
     -  primarily operating in the Las Vegas market, which in recent years has
        experienced a high rate of growth, and establishing a presence in the
        Denver and Reno markets;
 
     -  the Oasis brand-name operating strategy, which has increased consumer
        recognition of the Company's high operating standards and has improved
        resident retention;
 
     -  an in-depth market knowledge that enables it to identify locations for
        its apartment communities which provide residents with a feeling of
        quality, community, security and accessibility;
 
     -  experience in obtaining necessary zoning, governmental permits and
        authorizations for multifamily construction which in recent years have
        become increasingly costly and complex to obtain;
 
     -  the ability to provide high quality living areas and attractive
        amenities, common areas and landscaping;
 
     -  a consistent policy of regularly scheduled maintenance, which results in
        lower overall operating costs and a higher quality living environment
        for the Company's residents;
 
     -  a responsive management team that is service-oriented and attentive to
        its residents' needs;
 
     -  economies of scale in operations, which reduce on-site and
        administrative expenses; and
 
     -  ongoing training programs that enhance the performance of on-site
        personnel.
 
The Company's primary business strategy is to generate stable and increasing
cash flow and enhance portfolio value by focusing on the upscale apartment
market. The Company has implemented this strategy principally by pursuing
internal growth in income from its existing portfolio of apartment communities
and external growth through the selective development and acquisition of new
apartment communities. The Company pursues its internal growth plan by utilizing
the experience and quality of its senior management. The Company believes its
strong local market presence, brand-name identity and resident-oriented approach
reduce turnover and encourage resident referrals, resulting in higher
occupancies, higher effective rents and reduced expenses. The Company pursues
external growth by selectively developing new apartment communities in areas
where the Company has first-hand knowledge of growth patterns and local economic
conditions and generally has a competitive advantage due to its brand-name
identity, extensive experience and reputation as a developer and access to lower
cost of capital than that available to many of its local competitors. The
Company intends to continue its strategy of selectively acquiring apartment
communities in these areas to supplement its program of developing new
properties. The Company also intends to expand through acquisition and
development beyond the greater Las Vegas metropolitan area to certain target
markets located in Nevada and other western states.
 
The Company's executive offices are located at 4041 East Sunset Road, Henderson,
Nevada 89014. Its telephone number is (702) 435-9800. The Company is a Nevada
corporation which was formed on March 23, 1993.
 
                                        3
<PAGE>   5
 
                                USE OF PROCEEDS
 
Unless otherwise described in the applicable Prospectus Supplement, the Company
intends to use the net proceeds from the sale of Securities for general
corporate purposes, which may include the acquisition of land parcels, the
development of new apartment properties, the acquisition of existing apartment
properties, the repayment of indebtedness or the renovation of properties
already in the Company's portfolio.
 
                                 CERTAIN RATIOS
 
   
The Company's consolidated ratios of earnings to fixed charges for the nine
months ended September 30, 1996 and the years ended December 31, 1995, 1994,
1993, 1992 and 1991 were 1.76x, 2.10x, 2.19x, .88x, .52x and .66x respectively.
The Company's consolidated ratios of earnings to combined fixed charges and
preferred stock dividends for the nine months ended September 30, 1996 and the
year ended December 31, 1995 were 1.27x and 1.52x, respectively. Prior to the
year ended December 31, 1995, the Company had not issued any preferred stock;
therefore, the ratios of earnings to combined fixed charges and preferred stock
dividends for prior periods are unchanged from the ratios of earnings to fixed
charges in the previous sentence.
    
 
   
The ratios of earnings to fixed charges were computed by dividing earnings by
fixed charges. The ratios of earnings to combined fixed charges and preferred
stock dividends were computed by dividing earnings by fixed charges and
preferred stock dividends. For the purpose of computing these ratios, earnings
consist of pre-tax income from continuing operations plus interest expense and
amortization of debt issuance costs. Fixed charges consist of interest expense,
capitalized interest and the amortization of debt issuance costs. Preferred
stock dividends consist of those dividends required on the Company's $2.25
Series A Cumulative Convertible Preferred Stock (the "Series A Preferred Stock")
during the respective periods listed above.
    
 
                         DESCRIPTION OF DEBT SECURITIES
 
GENERAL
 
The Debt Securities will be direct, unsecured obligations of the Company and may
be either senior Debt Securities ("Senior Securities") or subordinated Debt
Securities ("Subordinated Securities"). The Senior Securities will be issued
under an Indenture, dated as of November 25, 1996 (the "Senior Indenture")
between the Company and State Street Bank and Trust Company of California, N.A.
(the "Senior Trustee"), as supplemented by the Supplemental Indenture (the
"Supplemental Indenture") dated November 25, 1996 between the Company and the
Senior Trustee, subject to such amendments and supplements as may be adopted
from time to time (the "Senior Indenture"). The Subordinated Securities will be
issued under an indenture between the Company and a trustee (the "Subordinated
Trustee"), dated as of a date prior to the issuance of the Subordinated
Securities to which it relates, and in the form that has been filed as an
exhibit to the Registration Statement of which this Prospectus is a part,
subject to such amendments or supplements as may be adopted from time to time
(the "Subordinated Indenture"). The Senior Indenture and the Subordinated
Indenture, as amended or supplemented from time to time, are sometimes
hereinafter referred to collectively as the "Indentures." The Senior Indenture
is, and the Subordinated Indenture will be, subject to and governed by the Trust
Indenture Act of 1939, as amended (the "TIA"). The statements made under this
heading relating to the Debt Securities and the Indentures are summaries of the
anticipated provisions thereof, do not purport to be complete and are qualified
in their entirety by reference to the Indentures and the Debt Securities and the
applicable Prospectus Supplement.
 
Capitalized terms used herein and not defined shall have the meanings assigned
to them in the applicable Indenture.
 
TERMS
 
The indebtedness represented by the Senior Securities will rank equally with all
other unsecured and unsubordinated indebtedness of the Company. The indebtedness
represented by the Subordinated Securities will be subordinated in right of
payment to the prior payment in full of the Senior Debt of the Company as
described under "-- Subordination." The particular terms of the Debt Securities
offered by a Prospectus Supplement and any applicable federal income tax
considerations will be described in the applicable Prospectus Supplement, along
with any applicable modifications of or additions to the general terms of the
Debt Securities as described herein and in the applicable Indenture.
Accordingly, for
 
                                        4
<PAGE>   6
 
a description of the terms of any series of Debt Securities, reference must be
made to both the Prospectus Supplement relating thereto and the description of
the Debt Securities set forth in this Prospectus.
 
Except as set forth in any Prospectus Supplement, the Debt Securities may be
issued without limit as to aggregate principal amount, in one or more series, in
each case as established from time to time by the Company or as set forth in the
applicable Indenture or in one or more indentures supplemental to the applicable
Indenture. All Debt Securities of one series need not be issued at the same time
and, unless otherwise provided, a series may be reopened, without the consent of
the holders of the Debt Securities of the series, for issuance of additional
Debt Securities of the series.
 
State Street Bank and Trust Company of California, N.A. was designated as the
Trustee under the Senior Indenture. The Subordinated Indenture will provide that
the Company may, but need not, designate more than one Trustee thereunder, each
with respect to one or more series of Subordinated Securities. Any Trustee under
any Indenture may resign or be removed with respect to one or more series of
Debt Securities and a successor Trustee may be appointed to act with respect to
the series. In the event that two or more persons are acting as Trustee with
respect to different series of Debt Securities, each Trustee shall be a Trustee
of a trust under the applicable Indenture separate and apart from the trust
administered by any other Trustee, and, except as otherwise indicated herein,
any action described herein to be taken by each Trustee may be taken by each
Trustee with respect to, and only with respect to, the one or more series of
Debt Securities for which it is Trustee under the applicable Indenture.
 
The following summaries set forth certain general terms and provisions of the
Indentures and the Debt Securities. The Prospectus Supplement relating to the
series of Debt Securities being offered will contain further terms of such Debt
Securities, including the following specific terms:
 
      (1) The title of such Debt Securities and whether such Debt Securities are
          Senior Securities or Subordinated Securities;
 
      (2) The aggregate principal amount of such Debt Securities and any limit
          on such aggregate principal amount;
 
      (3) The price (expressed as a percentage of the principal amount) at which
          such Debt Securities will be issued and, if other than the principal
          amount thereof, the portion of the principal amount thereof payable
          upon declaration of acceleration of the maturity thereof, or (if
          applicable) the portion of the principal amount of such Debt
          Securities that is convertible into Common Stock or Preferred Stock,
          or the method by which any such portion shall be determined;
 
      (4) If convertible, the terms on which the Debt Securities are
          convertible, including the initial conversion price or rate and the
          conversion period and, in connection with the preservation of the
          Company's status as a REIT, any applicable limitations on the
          ownership or transferability of the Common Stock or Preferred Stock
          receivable on conversion;
 
      (5) The date or dates, or the method for determining the date or dates, on
          which the principal of the Debt Securities will be payable;
 
      (6) The rate or rates (which may be fixed or variable), or the method by
          which the rate or rates shall be determined, at which the Debt
          Securities will bear interest, if any;
 
      (7) The date or dates, or the method for determining the date or dates,
          from which any interest will accrue, the dates on which any interest
          will be payable, the record dates for the interest payment dates, or
          the method by which the dates shall be determined, the persons to whom
          the interest shall be payable, and the basis upon which interest shall
          be calculated if other than that of a 360-day year of twelve 30-day
          months;
 
      (8) The place or places where the principal of (and premium, if any) and
          interest, if any, on the Debt Securities will be payable, where the
          Debt Securities may be surrendered for conversion or registration of
          transfer or exchange and where notices or demands to or upon the
          Company in respect of the Debt Securities and the applicable Indenture
          may be served;
 
      (9) The period or periods, if any, within which, the price or prices at
          which and the other terms and conditions upon which the Debt
          Securities may, pursuant to any optional or mandatory redemption
          provisions, be redeemed, as a whole or in part, at the option of the
          Company, if the Company is to have such an option;
 
                                        5
<PAGE>   7
 
      (10) The obligation, if any, of the Company to redeem, repay or purchase
           the Debt Securities pursuant to any sinking fund or analogous
           provision or at the option of a holder thereof, and the period or
           periods within which, the price or prices at which and the other
           terms and conditions upon which the Debt Securities will be redeemed,
           repaid or purchased, as a whole or in part, pursuant to the
           obligation;
 
      (11) If other than U.S. dollars, the currency or currencies in which the
           Debt Securities are denominated and payable, which may be a foreign
           currency or units of two or more foreign currencies or a composite
           currency or currencies, and the terms and conditions relating
           thereto;
 
      (12) Whether the amount of payments of principal of (and premium, if any)
           or interest, if any, on the Debt Securities may be determined with
           reference to an index, formula or other method (which index, formula
           or method may, but need not, be based on a currency, currencies,
           currency unit or units, or composite currency or currencies) and the
           manner in which the amounts shall be determined;
 
      (13) Whether the Debt Securities will be issued in certificated or
           book-entry form and, if so, the identity of the depository for the
           Debt Securities;
 
      (14) Whether the Debt Securities will be in registered or bearer form and,
           if in registered form, the denominations thereof if other than $1,000
           and any integral multiple thereof and, if in bearer form, the
           denominations thereof and terms and conditions relating thereto;
 
      (15) The applicability, if any, of the defeasance and covenant defeasance
           provisions described herein or set forth in the applicable Indenture,
           or any modification thereof;
 
      (16) Whether and under what circumstances the Company will pay any
           additional amounts on the Debt Securities in respect of any tax,
           assessment or governmental charge and, if so, whether the Company
           will have the option to redeem the Debt Securities in lieu of making
           the payment;
 
      (17) Any deletions from, modifications of or additions to the events of
           default or covenants of the Company, to the extent different from
           those described herein or set forth in the applicable Indenture with
           respect to the Debt Securities, and any change in the right of any
           Trustee or any of the holders to declare the principal amount of any
           of the Debt Securities due and payable; and
 
      (18) Any other terms of the Debt Securities not inconsistent with the
provisions of the applicable Indenture.
 
If so provided in the applicable Prospectus Supplement, the Debt Securities may
be issued at a discount below their principal amount and provide for less than
the entire principal amount thereof to be payable upon declaration of
acceleration of the maturity thereof ("Original Issue Discount Securities"). In
these cases, any special U.S. federal income tax, accounting and other
considerations applicable to Original Issue Discount Securities will be
described in the applicable Prospectus Supplement.
 
Except as may be set forth in any Prospectus Supplement, the Debt Securities
will not contain any provisions that would limit the ability of the Company to
incur indebtedness or that would afford holders of Debt Securities protection in
the event of a highly leveraged or similar transaction involving the Company or
in the event of a change of control. Restrictions on ownership and transfers of
the Common Stock and Preferred Stock are designed to preserve its status as a
REIT and, therefore, may act to prevent or hinder a change of control. See
"Restrictions on Ownership and Transfers of Capital Stock." Reference is made to
the applicable Prospectus Supplement for information with respect to any
deletions from, modifications of or additions to the events of default or
covenants of the Company that are described below, including any addition of a
covenant or other provision providing event risk or similar protection.
 
DENOMINATION, INTEREST, REGISTRATION AND TRANSFER
 
Unless otherwise described in the applicable Prospectus Supplement, the Debt
Securities of any series will be issuable in denominations of $1,000 and
integral multiples thereof.
 
Unless otherwise specified in the applicable Prospectus Supplement, the
principal of (and applicable premium, if any) and interest on any series of Debt
Securities will be payable at the corporate trust office of the applicable
Trustee, the address of which will be stated in the applicable Prospectus
Supplement; provided that, at the option of the Company, payment of interest may
be made by check mailed to the address of the person entitled thereto as it
appears in the applicable
 
                                        6
<PAGE>   8
 
register for the Debt Securities or by wire transfer of funds to that person at
an account maintained within the United States.
 
Subject to certain limitations imposed upon Debt Securities issued in book-entry
form, the Debt Securities of any series will be exchangeable for any authorized
denomination of other Debt Securities of the same series and of a like aggregate
principal amount and tenor upon surrender of the Debt Securities at the
corporate trust office of the applicable Trustee or at the office of any
transfer agent designated by the Company for that purpose. In addition, subject
to certain limitations imposed upon Debt Securities issued in book-entry form,
the Debt Securities of any series may be surrendered for conversion or
registration of transfer or exchange thereof at the corporate trust office of
the applicable Trustee or at the office of any transfer agent designated by the
Company for that purpose. Every Debt Security surrendered for conversion,
registration of transfer or exchange must be duly endorsed or accompanied by a
written instrument of transfer, and the person requesting such action must
provide evidence of title and identity satisfactory to the applicable Trustee or
transfer agent. No service charge will be made for any registration of transfer
or exchange of any Debt Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. If the applicable Prospectus Supplement refers to any transfer agent
(in addition to the applicable Trustee) initially designated by the Company with
respect to any series of Debt Securities, the Company may at any time rescind
the designation of the transfer agent or approve a change in the location
through which the transfer agent acts, except that the Company will be required
to maintain a transfer agent in each place of payment for the series. The
Company may at any time designate additional transfer agents with respect to any
series of Debt Securities.
 
Neither the Company nor any Trustee shall be required (i) to issue, register the
transfer of or exchange Debt Securities of any series during a period beginning
at the opening of business 15 days before the day of mailing of a notice of
redemption of any Debt Securities that may be selected for redemption and ending
at the close of business on the day of such mailing; (ii) to register the
transfer of or exchange any Debt Security, or portion thereof, so selected for
redemption, in whole or in part, except the unredeemed portion of any Debt
Security being redeemed in part; or (iii) to issue, register the transfer of or
exchange any Debt Security that has been surrendered for repayment at the option
of the holder, except the portion, if any, of the Debt Security not to be so
repaid.
 
MERGER, CONSOLIDATION OR SALE OF ASSETS
 
The Senior Indenture provides, and the Subordinated Indenture will provide, that
the Company may, without the consent of the holders of any outstanding Debt
Securities, consolidate with, or sell, lease or convey all or substantially all
of its assets to, or merge with or into, any other entity provided that (i)
either the Company shall be the continuing entity, or the successor entity (if
other than the Company) formed by or resulting from any consolidation or merger
or which shall have received the transfer of the assets is organized under the
laws of any domestic jurisdiction and assumes the Company's obligations to pay
principal of (and premium, if any) and interest on all of the Debt Securities
and the due and punctual performance and observance of all of the covenants and
conditions contained in each Indenture; (ii) immediately after giving effect to
the transaction and treating any indebtedness that becomes an obligation of the
Company or any subsidiary as a result thereof as having been incurred by the
Company or the subsidiary at the time of the transaction, no event of default
under the Indentures, and no event which, after notice or the lapse of time, or
both, would become an event of default, shall have occurred and be continuing;
and (iii) an officers' certificate and legal opinion covering these conditions
shall be delivered to each Trustee.
 
CERTAIN COVENANTS
 
Existence. Except as permitted under "--Merger, Consolidation or Sale of
Assets," the Senior Indenture requires, and the Subordinated Indenture will
require, the Company to do or cause to be done all things necessary to preserve
and keep in full force and effect its corporate existence, rights (by articles
of incorporation, by-laws and statute) and franchises; provided, however, that
the Company shall not be required to preserve any right or franchise if its
Board of Directors determines that the preservation thereof is no longer
desirable in the conduct of its business.
 
Maintenance of Properties. The Senior Indenture requires, and the Subordinated
Indenture will require, the Company to cause all of its material properties used
or useful in the conduct of its business or the business of any subsidiary to be
maintained and kept in good condition, repair and working order and supplied
with all necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the
 
                                        7
<PAGE>   9
 
judgment of the Company may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided, however, that the Company and its subsidiaries shall not be prevented
from selling or otherwise disposing of their properties for value in the
ordinary course of business.
 
Insurance. The Senior Indenture requires, and the Subordinated Indenture will
require, the Company to cause each of its and its subsidiaries' insurable
properties to be insured against loss or damage with insurers of recognized
responsibility and, if described in the applicable Prospectus Supplement, in
specified amounts and with insurers having a specified rating from a recognized
insurance rating service.
 
Payment of Taxes and Other Claims. The Senior Indenture requires, and the
Subordinated Indenture will require, the Company to pay or discharge or cause to
be paid or discharged, before the same shall become delinquent, (i) all taxes,
assessments and governmental charges levied or imposed upon it or any subsidiary
or upon the income, profits or property of the Company or any subsidiary and
(ii) all lawful claims for labor, materials and supplies which, if unpaid, might
by law become a lien upon the property of the Company or any subsidiary;
provided, however, that the Company shall not be required to pay or discharge or
cause to be paid or discharged any tax, assessment, charge or claim whose
amount, applicability or validity is being contested in good faith.
 
Provision of Financial Information. Whether or not the Company is subject to
Section 13 or 15(d) of the Exchange Act, the Senior Indenture requires, and the
Subordinated Indenture will require, the Company, within 15 days of each of the
respective dates by which the Company would have been required to file annual
reports, quarterly reports and other documents with the Commission if the
Company were so subject, (i) to transmit by mail to all holders of Debt
Securities, as their names and addresses appear in the applicable register for
such Debt Securities, without cost to the holders, copies of the annual reports,
quarterly reports and other documents that the Company would have been required
to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
if the Company were subject to such Sections, (ii) to file with the applicable
Trustee copies of the annual reports, quarterly reports and other documents that
the Company would have been required to file with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act if the Company were subject to such
Sections and (iii) to supply, promptly upon written request and payment of the
reasonable cost of duplication and delivery, copies of the documents to any
prospective holder.
 
Additional Covenants. Any additional covenants of the Company with respect to
any series of Debt Securities will be set forth in the Prospectus Supplement
relating thereto.
 
EVENTS OF DEFAULT, NOTICE AND WAIVER
 
The Senior Indenture provides and, unless otherwise provided in the applicable
Prospectus Supplement, the Subordinated Indenture will provide that the
following events are "Events of Default" with respect to any series of Debt
Securities issued thereunder: (i) default for 30 days in the payment of any
installment of interest on any Debt Security of the series; (ii) default in the
payment of principal of (or premium, if any, on) any Debt Security of the series
at its maturity, (iii) default in making any sinking fund payment as required
for any Debt Security of the series; (iv) default in the performance or breach
of any other covenant or warranty of the Company contained in the Indenture
(other than a covenant added to the Indenture solely for the benefit of a series
of Debt Securities issued thereunder other than the series), continued for 60
days after written notice as provided in the applicable Indenture; (v) a default
under any bond, debenture, note or other evidence of indebtedness for money
borrowed by the Company or any of its subsidiaries (including obligations under
leases required to be capitalized on the balance sheet of the lessee under
generally accepted accounting principles but not including any indebtedness or
obligations for which recourse is limited to property purchased) in an aggregate
principal amount in excess of $5,000,000 or under any mortgage, indenture or
instrument under which there may be issued or by which there may be secured or
evidenced any indebtedness for money borrowed by the Company or any of its
subsidiaries (including such leases, but not including the indebtedness or
obligations for which recourse is limited to property purchased) in an aggregate
principal amount in excess of $5,000,000, whether the indebtedness exists on the
date of the Indenture or shall thereafter be created, which default shall have
resulted in the indebtedness becoming or being declared due and payable prior to
the date on which it would otherwise have become due and payable or the
obligations being accelerated, without the acceleration having been rescinded or
annulled; (vi) certain events of bankruptcy, insolvency or reorganization, or
court appointment of a receiver, liquidator or trustee of the Company or any
Significant Subsidiary of the Company; and (vii) any other event of default
provided with respect to a
 
                                        8
<PAGE>   10
 
If an event of default under any Indenture with respect to Debt Securities of
any series at the time outstanding occurs and is continuing, then in every case
the applicable Trustee or the holders of not less than 25% in principal amount
of the Debt Securities of that series will have the right to declare the
principal amount (or, if the Debt Securities of that series are Original Issue
Discount Securities or indexed securities, the portion of the principal amount
as may be specified in the terms thereof) of all the Debt Securities of that
series to be due and payable immediately by written notice thereof to the
Company (and to the applicable Trustee if given by the holders). However, at any
time after a declaration of acceleration with respect to Debt Securities of the
series (or of all Debt Securities then outstanding under any Indenture, as the
case may be) has been made, but before a judgment or decree for payment of the
money due has been obtained by the applicable Trustee, the holders of not less
than a majority in principal amount of outstanding Debt Securities of the series
(or of all Debt Securities then outstanding under the applicable Indenture, as
the case may be) may rescind and annul such declaration and its consequences if
(i) the Company shall have deposited with the applicable Trustee all required
payments of the principal of (and premium, if any) and interest on the Debt
Securities of the series (or of all Debt Securities then outstanding under the
applicable Indenture, as the case may be), plus certain fees, expenses,
disbursements and advances of the applicable Trustee and (ii) all events of
default, other than the non-payment of accelerated principal (or specified
portion thereof), with respect to Debt Securities of the series (or of all Debt
Securities then outstanding under the applicable Indenture, as the case may be)
have been cured or waived as provided in the Indenture. The Indentures will also
provide that the holders of not less than a majority in principal amount of the
outstanding Debt Securities of any series (or of all Debt Securities then
outstanding under the applicable Indenture, as the case may be) may waive any
past default with respect to the series and its consequences, except a default
(x) in the payment of the principal of (or premium, if any) or interest on any
Debt Security of the series or (y) in respect of a covenant or provision
contained in the applicable Indenture that cannot be modified or amended without
the consent of the holder of each outstanding Debt Security affected thereby.
 
The Senior Indenture requires, and the Subordinated Indenture will require, each
Trustee to give notice to the holders of Debt Securities within 90 days of a
default under the applicable Indenture unless the default shall have been cured
or waived; provided, however, that the Trustee may withhold notice to the
holders of any series of Debt Securities of any default with respect to the
series (except a default in the payment of the principal of (or premium, if any)
or interest on any Debt Security of the series or in the payment of any sinking
fund installment in respect of any Debt Security of the series) if specified
responsible officers of the Trustee consider the withholding to be in the
interest of the holders.
 
The Senior Indenture provides, and the Subordinated Indenture will provide, that
no holders of Debt Securities of any series may institute any proceedings,
judicial or otherwise, with respect to the Indenture or for any remedy
thereunder, except in the case of failure of the applicable Trustee, for 60
days, to act after it has received a written request to institute proceedings in
respect of an event of default from the holders of not less than 25% in
principal amount of the outstanding Debt Securities of the series, as well as an
offer of indemnity reasonably satisfactory to it. This provision will not
prevent, however, any holder of Debt Securities from instituting suit for the
enforcement of payment of the principal of (and premium, if any) and interest on
the Debt Securities at the respective due dates thereof.
 
The Senior Indenture provides, and the Subordinated Indenture will provide,
that, subject to provisions in each Indenture relating to its duties in case of
default, a Trustee will be under no obligation to exercise any of its rights or
powers under an Indenture at the request or direction of any holders of any
series of Debt Securities then outstanding under the Indenture, unless the
holders shall have offered to the Trustee thereunder reasonable security or
indemnity. The holders of not less than a majority in principal amount of the
outstanding Debt Securities of any series (or of all Debt Securities then
outstanding under an Indenture, as the case may be) shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the applicable Trustee, or of exercising any trust or power
conferred upon the Trustee. However, a Trustee may refuse to follow any
direction which is in conflict with any law or the applicable Indenture, which
may involve the Trustee in personal liability or which may be unduly prejudicial
to the holders of Debt Securities of the series not joining therein.
 
Within 120 days after the close of each fiscal year, the Company will be
required to deliver to each Trustee a certificate, signed by one of several
specified officers of the Company, stating whether or not the officer has
knowledge of any default under the applicable Indenture and, if so, specifying
each default and the nature and status thereof.
 
                                        9
<PAGE>   11
 
MODIFICATION OF THE INDENTURES
 
The Senior Indenture provides, and the Subordinated Indenture will provide, that
modifications and amendments may be made only with the consent of the holders of
not less than a majority in principal amount of all outstanding Debt Securities
issued under the Indenture affected by such modification or amendment; provided,
however, that no such modification or amendment may, without the consent of the
holder of each Debt Security affected thereby, (i) change the stated maturity of
the principal of, or any installment of interest (or premium, if any) on, any
Debt Security; (ii) reduce the principal amount of, or the rate or amount of
interest on, or any premium payable on redemption of, any Debt Security, or
reduce the amount of principal of an Original Issue Discount Security that would
be due and payable under declaration of acceleration of the maturity thereof or
would be provable in bankruptcy, or adversely affect any right of repayment of
the holder of any Debt Security; (iii) change the place of payment, or the coin
or currency, for payment of principal of, premium, if any, or interest on any
Debt Security; (iv) impair the right to institute suit for the enforcement of
any payment on or with respect to any Debt Security; (v) reduce the above-stated
percentage of outstanding Debt Securities of any series necessary to modify or
amend the applicable Indenture, to waive compliance with certain provisions
thereof or certain defaults and consequences thereunder or to reduce the quorum
or voting requirements set forth in the applicable Indenture; or (vi) modify any
of the foregoing provisions or any of the provisions relating to the waiver of
certain past defaults or certain covenants, except to increase the required
percentage to effect the action or to provide that certain other provisions may
not be modified or waived without the consent of the holder of the Debt
Security.
 
The holders of a majority in aggregate principal amount of the outstanding Debt
Securities of each series may, on behalf of all holders of Debt Securities of
that series, waive, insofar as that series is concerned, compliance by the
Company with certain restrictive covenants of the applicable Indenture.
 
The Senior Indenture provides, and the Subordinated Indenture will provide, that
modifications and amendments of such Indenture may be made by the Company and
the respective Trustee thereunder without the consent of any holder of Debt
Securities for any of the following purposes: (i) to evidence the succession of
another person to the Company as obligor under the Indenture; (ii) to add to the
covenants of the Company for the benefit of the holders of all or any series of
Debt Securities or to surrender any right or power conferred upon the Company in
the Indenture; (iii) to add events of default for the benefit of the holders of
all or any series of Debt Securities; (iv) to add or change any provisions of an
Indenture to facilitate the issuance of, or to liberalize certain terms of, Debt
Securities in bearer form, or to permit or facilitate the issuance of Debt
Securities in uncertificated form, provided that such action shall not adversely
affect the interests of the holders of the Debt Securities of any series in any
material respect; (v) to change or eliminate any provisions of an Indenture,
provided that any change or elimination shall become effective only when there
are no Debt Securities outstanding of any series created prior thereto which are
entitled to the benefit of the provision; (vi) to secure the Debt Securities;
(vii) to establish the form or terms of Debt Securities of any series, including
the provisions and procedures, if applicable, for the conversion of the Debt
Securities into Common Stock or Preferred Stock, (viii) to provide for the
acceptance of appointment by a successor Trustee or facilitate the
administration of the trusts under an Indenture by more than one Trustee; (ix)
to cure any ambiguity, defect or inconsistency in an Indenture, provided that
such action shall not adversely affect the interests of holders of Debt
Securities of any series issued under the Indenture; or (x) to supplement any of
the provisions of an Indenture to the extent necessary to permit or facilitate
defeasance and discharge of any series of the Debt Securities, provided that
such action shall not adversely affect the interests of the holders of the
outstanding Debt Securities of any series.
 
The Senior Indenture provides, and the Subordinated Indenture will provide, that
in determining whether the holders of the requisite principal amount of
outstanding Debt Securities of a series have given any request, demand,
authorization, direction, notice, consent or waiver thereunder or whether a
quorum is present at a meeting of holders of Debt Securities, (i) the principal
amount of an Original Issue Discount Security that shall be deemed to be
outstanding shall be the amount of the principal thereof that would be due and
payable as of the date of the determination upon declaration of acceleration of
the maturity thereof, (ii) the principal amount of any Debt Security denominated
in a foreign currency that shall be deemed outstanding shall be the U.S. dollar
equivalent, determined on the issue date for the Debt Security, of the principal
amount (or, in the case of an Original Issue Discount Security, the U.S. dollar
equivalent on the issue date of the Debt Security of the amount determined as
provided in (i) above), (iii) the principal amount of an indexed security that
shall be deemed outstanding shall be the principal face amount of the indexed
security at original issuance, unless otherwise provided with respect to the
indexed security pursuant to the Indenture, and (iv) Debt Securities owned
 
                                       10
<PAGE>   12
 
by the Company or any other obligor upon the Debt Securities or any affiliate of
the Company or of such other obligor shall be disregarded.
 
The Senior Indenture contains, and the Subordinated Indenture will contain,
provisions for convening meetings of the holders of Debt Securities of a series.
A meeting will be permitted to be called at any time by the applicable Trustee,
and also, upon request, by the Company or the holders of at least 10% in
principal amount of the outstanding Debt Securities of the series, in any case
upon notice given as provided in the Indenture. Except for any consent that must
be given by the holder of each Debt Security affected by certain modifications
and amendments of an Indenture, any resolution presented at a meeting or
adjourned meeting duly reconvened at which a quorum is present may be adopted by
the affirmative vote of the holders of a majority in principal amount of the
outstanding Debt Securities of that series; provided, however, that, except as
referred to above, any resolution with respect to any request, demand,
authorization, direction, notice, consent, waiver or other action that may be
made, given or taken by the holders of a specified percentage, which is less
than a majority, in principal amount of the outstanding Debt Securities of a
series may be adopted at a meeting or adjourned meeting duly reconvened at which
a quorum is present by the affirmative vote of the holders of the specified
percentage in principal amount of the outstanding Debt Securities of that
series. Any resolution passed or decision taken at any meeting of holders of
Debt Securities of any series duly held in accordance with an Indenture will be
binding on all holders of Debt Securities of that series. The quorum at any
meeting called to adopt a resolution, and at any reconvened meeting, will be
persons holding or representing a majority in principal amount of the
outstanding Debt Securities of a series; provided, however, that if any action
is to be taken at the meeting with respect to a consent or wavier which may be
given by the holders of not less than a specified percentage in principal amount
of the outstanding Debt Securities of a series, the persons holding or
representing the specified percentage in principal amount of the outstanding
Debt Securities of the series will constitute a quorum.
 
Notwithstanding the foregoing provisions, the Senior Indenture provides, and the
Subordinated Indenture will provide, that if any action is to be taken at a
meeting of holders of Debt Securities of any series with respect to any request,
demand, authorization, direction, notice, consent, waiver and other action that
the Indenture expressly provides may be made, given or taken by the holders of a
specified percentage in principal amount of all outstanding Debt Securities
affected thereby, or of the holders of the series and one or more additional
series: (i) there shall be no minimum quorum requirement for the meeting, and
(ii) the principal amount of the outstanding Debt Securities of the series that
vote in favor of the request, demand, authorization, direction, notice, consent,
waiver or other action shall be taken into account in determining whether the
request, demand, authorization, direction, notice, consent, waiver or other
action has been made, given or taken under the Indenture.
 
SUBORDINATION
 
Unless otherwise provided in the applicable Prospectus Supplement, Subordinated
Securities will be subject to the following subordination provisions.
 
Upon any distribution to creditors of the Company in a liquidation, dissolution
or reorganization, the payment of the principal of and interest on any
Subordinated Securities will be subordinated to the extent provided in the
applicable Indenture in right of payment to the prior payment in full of all
Senior Debt (as defined below), but the obligation of the Company to make
payments of the principal of and interest on the Subordinated Securities will
not otherwise be affected. No payment of principal or interest will be permitted
to be made on Subordinated Securities at any time if a default on Senior Debt
exists that permits the holders of the Senior Debt to accelerate its maturity
and the default is the subject of judicial proceedings or the Company receives
notice of the default. After all Senior Debt is paid in full and until the
Subordinated Securities are paid in full, holders will be subrogated to the
rights of holders of Senior Debt to the extent that distributions otherwise
payable to holders have been applied to payment of Senior Debt. The Subordinated
Indenture will not restrict the amount of Senior Indebtedness or other
indebtedness of the Company and its subsidiaries. As a result of these
subordination provisions, in the event of a distribution of assets upon
insolvency, holders of Subordinated Indebtedness may recover less, ratably, than
general creditors of the Company.
 
Senior Debt has been defined in the Senior Indenture as the principal of and
interest on, or substantially similar payments to be made by the Company in
respect of, the following, whether outstanding at the date of execution of the
applicable Indenture or thereafter incurred, created or assumed: (i)
indebtedness of the Company for money borrowed or represented by purchase
money-obligations, (ii) indebtedness of the Company evidenced by notes,
debentures, or bonds,
 
                                       11
<PAGE>   13
 
or other securities issued under the provisions of an indenture, fiscal agency
agreement or other agreement, (iii) obligations of the Company as lessee under
leases of property either made as part of any sale and leaseback transaction to
which the Company is a party or otherwise, (iv) indebtedness of partnerships and
joint ventures which is included in the consolidated financial statements of the
Company, (v) indebtedness, obligations and liabilities of others in respect of
which the Company is liable contingently or otherwise to pay or advance money or
property or as guarantor, endorser or otherwise or which the Company has agreed
to purchase or otherwise acquire, and (vi) any binding commitment of the Company
to fund any real estate investment or to fund any investment in any entity
making a real estate investment, in each case other than (1) any indebtedness,
obligation or liability referred to in clauses (i) through (vi) above as to
which, in the instrument creating or evidencing the same pursuant to which the
same is outstanding, it is provided that the indebtedness, obligation or
liability is not superior in right of payment to the Subordinated Securities or
ranks pari passu with the Subordinated Securities, (2) any indebtedness,
obligation or liability which is subordinated to indebtedness of the Company to
substantially the same extent as or to a greater extent than the Subordinated
Securities are subordinated, and (3) the Subordinated Securities. There will not
be any restrictions in any Indenture relating to Subordinated Securities upon
the creation of additional Senior Debt.
 
If this Prospectus is being delivered in connection with a series of
Subordinated Securities, the accompanying Prospectus Supplement or the
information incorporated herein by reference will set forth the approximate
amount of Senior Debt outstanding as of the end of the Company's most recent
fiscal quarter.
 
DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE
 
Unless otherwise indicated in the applicable Prospectus Supplement, the Senior
Indenture provides, and the Subordinated Indenture will provide, that the
Company is permitted, at its option, to discharge certain obligations to holders
of any series of Debt Securities issued under any Indenture that have not
already been delivered to the applicable Trustee for cancellation and that
either have become due and payable or will become due and payable within one
year (or scheduled for redemption within one year) by irrevocably depositing
with the applicable Trustee, in trust, funds in the currency or currencies,
currency unit or units or composite currency or currencies in which the Debt
Securities are payable in an amount sufficient to pay the entire indebtedness on
the Debt Securities in respect of principal (and premium, if any) and interest
to the date of the deposit (if the Debt Securities have become due and payable)
or to the stated maturity or redemption date, as the case may be.
 
The Senior Indenture provides, and the Supplemental Indenture will provide,
that, unless otherwise indicated in the applicable Prospectus Supplement, the
Company may elect either (a) to defease and be discharged from any and all
obligations with respect to the Debt Securities (except for the obligation to
pay additional amounts, if any, upon the occurrence of certain events of tax,
assessment or governmental charge with respect to payments on the Debt
Securities and the obligations to register the transfer or exchange of the Debt
Securities, to replace temporary or mutilated, destroyed, lost or stolen Debt
Securities, to maintain an office or agency in respect of the Debt Securities,
to hold amounts for payment in trust and, with respect to Subordinated
Securities which are convertible or exchangeable, the right to convert or
exchange) ("defeasance") or (b) to be released from its obligations with respect
to the Debt Securities under the applicable Indenture (being the restrictions
described under "--Certain Covenants") or, if provided in the applicable
Prospectus Supplement, its obligations with respect to any other covenant, and
any omission to comply with the obligations shall not constitute an event of
default with respect to the Debt Securities ("covenant defeasance"), in either
case upon the irrevocable deposit by the Company with the applicable Trustee, in
trust, of an amount, in the currency or currencies, currency unit or units or
composite currency or currencies in which the Debt Securities are payable at
stated maturity, or Government Obligations (as defined below), or both,
applicable to the Debt Securities, which through the scheduled payment of
principal and interest in accordance with their terms will provide money in an
amount sufficient to pay the principal of (and premium, if any) and interest on
the Debt Securities, and any mandatory sinking fund or analogous payments
thereon, on the scheduled due dates therefor.
 
Such a trust will only be permitted to be established if, among other things,
the Company has delivered to the applicable Trustee an opinion of counsel (as
specified in the applicable Indenture) to the effect that the holders of the
Debt Securities will not recognize income, gain or loss for U.S. federal income
tax purposes as a result of the defeasance or covenant defeasance and will be
subject to U.S. federal income tax on the same amounts, in the same manner and
at the same times as would have been the case if the defeasance or covenant
defeasance had not occurred, and the opinion of counsel, in the case of
defeasance, will be required to refer to and be based upon a ruling received
from or published by
 
                                       12
<PAGE>   14
 
the Internal Revenue Service or a change in applicable United States federal
income tax law occurring after the date of the Indenture. In the event of the
defeasance, the holders of the Debt Securities would thereafter be able to look
only to the trust fund for payment of principal (and premium, if any) and
interest.
 
"Government Obligations" means securities that are (i) direct obligations of the
United States of America or the government which issued the foreign currency in
which the Debt Securities of a particular series are payable, for the payment of
which its full faith and credit is pledged or (ii) obligations of a person
controlled or supervised by and acting as an agency or instrumentality of the
United States of America or the government which issued the foreign currency in
which the Debt Securities of the series are payable, the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States of America or the other government, which, in either case, are not
callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect of any Government Obligation or a specific payment of interest on or
principal of any Government Obligation held by the custodian for the account of
the holder of a depository receipt, provided that (except as required by law)
the custodian is not authorized to make any deduction from the amount payable to
the holder of the depository receipt from any amount received by the custodian
in respect of the Government Obligation or the specific payment of interest on
or principal of the Government Obligation evidenced by the depository receipt.
 
Unless otherwise provided in the applicable Prospectus Supplement, if after the
Company has deposited funds and/or Government Obligations to effect defeasance
or covenant defeasance with respect to Debt Securities of any series, (i) the
holder of a Debt Security of the series is entitled to, and does, elect pursuant
to the applicable Indenture or the terms of the Debt Security to receive payment
in a currency, currency unit or composite currency other than that in which the
deposit has been made in respect of the Debt Security, or (ii) a Conversion
Event (as defined below) occurs in respect of the currency, currency unit or
composite currency in which the deposit has been made, the indebtedness
represented by the Debt Security will be deemed to have been, and will be, fully
discharged and satisfied through the payment of the principal of (and premium,
if any) and interest on the Debt Security as they become due out of the proceeds
yielded by converting the amount so deposited in respect of the Debt Security
into the currency, currency unit or composite currency in which the Debt
Security becomes payable as a result of an election or the cessation of usage
based on the applicable market exchange rate. "Conversion Event" means the
cessation of use of (a) a currency, currency unit or composite currency both by
the government of the country which issued the currency and for the settlement
of transactions by a central bank or other public institutions of or within the
international banking community, (b) the ECU both within the European Monetary
System and for the settlement of transactions by public institutions of or
within the European Communities or (c) any currency unit or composite currency
other than the ECU for the purposes for which it was established. Unless
otherwise provided in the applicable Prospectus Supplement, all payments of
principal of (and premium, if any) and interest on any Debt Security that is
payable in a foreign currency that ceases to be used by its government of
issuance shall be made in U.S. dollars.
 
In the event the Company effects covenant defeasance with respect to any Debt
Securities and the Debt Securities are declared due and payable because of the
occurrence of any event of default other than the event of default described in
clause (iv) under "--Events of Default, Notice and Waiver" with respect to
specified sections of an Indenture (which sections would no longer be applicable
to the Debt Securities) or described in clause (vii) under "--Events of Default,
Notice and Waiver" with respect to any other covenant as to which there has been
covenant defeasance, the amount in such currency, currency unit or composite
currency in which the Debt Securities are payable, and Government Obligations on
deposit with the applicable Trustee, will be sufficient to pay amounts due on
the Debt Securities at the time of their stated maturity but may not be
sufficient to pay amounts due on the Debt Securities at the time of the
acceleration resulting from the event of default. However, the Company would
remain liable to make payment of the amounts due at the time of acceleration.
 
The applicable Prospectus Supplement may further describe the provisions, if
any, permitting the defeasance or covenant defeasance, including any
modifications to the provisions described above, with respect to the Debt
Securities of or within a particular series.
 
CONVERSION RIGHTS
 
The terms and conditions, if any, upon which the Debt Securities are convertible
into Common Stock or Preferred Stock will be set forth in the applicable
Prospectus Supplement relating thereto. The terms will include whether the Debt
 
                                       13
<PAGE>   15
 
Securities are convertible into shares of Common Stock or Preferred Stock, the
conversion price (or manner of calculation thereof), the conversion period,
provisions as to whether conversion will be at the option of the holders or the
Company, the events requiring an adjustment of the conversion price and
provisions affecting conversion in the event of the redemption of the Debt
Securities and any restrictions on conversion, including restrictions directed
at maintaining the Company's REIT status.
 
PAYMENT
 
Unless otherwise specified in the applicable Prospectus Supplement, the
principal of (and applicable premium, if any) and interest on any series of Debt
Securities will be payable at the corporate trust office of the Trustee, the
address of which will be stated in the applicable Prospectus Supplement;
provided that, at the option of the Company, payment of interest may be made by
check mailed to the address of the person entitled thereto as it appears in the
applicable register for the Debt Securities or by wire transfer of funds to the
person at an account maintained within the United States.
 
All amounts paid by the Company to a paying agent or a Trustee for the payment
of the principal of or any premium or interest on any Debt Security which remain
unclaimed at the end of two years after the principal, premium or interest has
become due and payable will be repaid to the Company, and the holder of the Debt
Security thereafter may look only to the Company for payment thereof.
 
GLOBAL SECURITIES
 
The Debt Securities of a series may be issued in whole or in part in the form of
one or more global securities (the "Global Securities") that will be deposited
with, or on behalf of, a depositary identified in the applicable Prospectus
Supplement relating to the series. Global Securities may be issued in either
registered or bearer form and in either temporary or permanent form. The
specific terms of the depositary arrangement with respect to a series of Debt
Securities will be described in the applicable Prospectus Supplement relating to
the series.
 
EXISTING INDEBTEDNESS
 
Pursuant to the Supplemental Indenture, the Company in November 1996 issued
$50,000,000 of 6.75% Notes due 2001, $50,000,000 of 7.00% Notes due 2003 and
$50,000,000 of 7.25% Notes due 2006.
 
                          DESCRIPTION OF COMMON STOCK
 
The description of the Company's Common Stock set forth below does not purport
to be complete and is qualified in its entirety by reference to the Company's
Articles of Incorporation (the "Articles of Incorporation") and Bylaws (the
"Bylaws").
 
GENERAL
 
The Articles of Incorporation authorize the issuance of up to 100,000,000 shares
of Common Stock with a par value of $.01 per share. At February 1, 1997, the
Company had 16,237,646 shares of Common Stock issued and outstanding. In
addition, the Company has reserved for issuance under its 1995 Equity
Participation Plan, 1993 Stock Option Plan and Stock Option Plan for Outside
Directors an aggregate of 1,235,000 shares of Common Stock.
 
TERMS
 
Subject to the preferential rights of any other shares or series of stock,
holders of the Company's Common Stock are entitled to receive dividends, when
and as declared by the Board of Directors of the Company, out of funds legally
available therefor. The holders of shares of Common Stock, upon any liquidation,
dissolution or winding-up of the Company, are entitled to receive ratably any
assets remaining after payment in full of all liabilities of the Company and the
preferential amounts owing with respect to any outstanding preferred stock. The
shares of Common Stock possess ordinary voting rights for the election of
Directors and in respect of other corporate matters, each share entitling the
holder thereof to one vote. Holders of shares of Common Stock do not have
cumulative voting rights in the election of Directors, which means that holders
of more than 50% of the shares of Common Stock voting for the election of
Directors can elect all of the Directors if they choose to do so and the holders
of the remaining shares cannot elect any
 
                                       14
<PAGE>   16
 
Directors. Holders of shares of Common Stock do not have preemptive rights,
which means they have no right to acquire any additional shares of Common Stock
that may be issued by the Company at a subsequent date. All shares of Common
Stock now outstanding are, and additional shares of Common Stock offered will be
when issued, fully paid and nonassessable.
 
RESTRICTIONS ON OWNERSHIP
 
For the Company to qualify as a REIT under the Internal Revenue Code of 1986, as
amended (the Code"), not more than 50% in value of its outstanding capital stock
may be owned, directly or indirectly, by five or fewer individuals (as defined
in the Code to include certain entities) during the last half of a taxable year.
To assist the Company in meeting this requirement, the Company may take certain
actions to limit the beneficial ownership, directly or indirectly, by a single
person of the Company's outstanding equity securities. See "Restrictions on
Ownership and Transfers of Capital Stock."
 
TRANSFER AGENT
 
The Common Stock is listed on the NYSE under the symbol "OAS." American Stock
Transfer and Trust is the transfer agent and registrar of the Common Stock.
 
                         DESCRIPTION OF PREFERRED STOCK
 
The description of the Company's Preferred Stock set forth below does not
purport to be complete and is qualified in its entirety by reference to the
Company's Articles of Incorporation and Bylaws.
 
The Articles of Incorporation authorize the issuance of 15,000,000 shares of
Preferred Stock with a par value of $.01 per share, of which 4,165,000 shares of
Series A Preferred Stock were issued and outstanding at February 1, 1997. All
outstanding shares of the Series A Preferred Stock are fully paid and
nonassessable.
 
The Series A Preferred Stock is listed on the NYSE under the symbol "OASPrA."
The transfer agent and registrar for the Series A Preferred Stock is American
Stock Transfer and Trust, New York, New York.
 
GENERAL
 
Shares of Preferred Stock may be issued from time to time, in one or more
series, as authorized by the Board of Directors of the Company. Prior to
issuance of shares of each series, the Board of Directors is required by the
Articles of Incorporation to fix for each series the terms, preferences,
conversion or other rights, voting powers, restrictions, limitations as to
dividends or other distributions, qualifications and terms or conditions of
redemption. The Preferred Stock will, when issued, be fully paid and
nonassessable and will have no preemptive rights. The Board of Directors could
authorize the issuance of shares of Preferred Stock with terms and conditions
that could have the effect of discouraging a takeover or other transaction that
holders of Common Stock might believe to be in their best interest or in which
holders of some, or a majority, of the shares of Common Stock might receive a
premium for their shares over the then market price of such shares of Common
Stock.
 
TERMS
 
The following description of the Preferred Stock sets forth certain general
terms and provisions of the Preferred Stock to which any Prospectus Supplement
may relate. The statements below describing the Preferred Stock are in all
respects subject to and qualified in their entirety by reference to the
applicable provisions of the Company's Articles of Incorporation and Bylaws and
any applicable amendment to the Articles of Incorporation designating terms of a
series of Preferred Stock (a "Designating Amendment").
 
Reference is made to the Prospectus Supplement relating to the Preferred Stock
offered thereby for specific terms, including:
 
      (1) The title and stated value of such Preferred Stock;
 
      (2) The number of shares of such Preferred Stock offered, the liquidation
          preference per share and the offering price of such Preferred Stock;
 
                                       15
<PAGE>   17
 
      (3) The dividend rate(s), period(s) and/or payment date(s) or method(s) of
          calculation thereof applicable to such Preferred Stock;
 
      (4) The date from which dividends on such Preferred Stock shall
          accumulate, if applicable;
 
      (5) The procedures for any auction and remarketing, if any, for such
          Preferred Stock;
 
      (6) The provision for a sinking fund, if any, for such Preferred Stock;
 
      (7) The provision for redemption, if applicable, of such Preferred Stock;
 
      (8) Any listing of such Preferred Stock on any securities exchange;
 
      (9) The terms and conditions, if applicable, upon which such Preferred
          Stock will be convertible into Common Stock, including the conversion
          price (or manner of calculation thereof);
 
     (10) The voting rights, if any, of such Preferred Stock;
 
     (11) Any other specific terms, preferences, rights, limitations or
          restrictions of such Preferred Stock;
 
     (12) A discussion of federal income tax considerations applicable to such
          Preferred Stock;
 
     (13) The relative ranking and preference of such Preferred Stock as to
          dividend rights and rights upon liquidation, dissolution or winding up
          of the affairs of the Company;
 
     (14) Any limitations on issuance of any series of Preferred Stock ranking
          senior to or on a parity with such series of Preferred Stock as to
          dividend rights and rights upon liquidation, dissolution or winding up
          of the affairs of the Company; and
 
     (15) Any limitations on direct or beneficial ownership and restrictions on
          transfer, in each case as may be appropriate to preserve the status of
          the Company as a REIT.
 
RANK
 
Unless otherwise specified in the Prospectus Supplement, the Preferred Stock
will, with respect to dividend rights and rights upon liquidation, dissolution
or winding up of the Company, rank (i) senior to all classes or series of Common
Stock of the Company, and to all equity securities ranking junior to such
Preferred Stock with respect to dividend rights or rights upon liquidation,
dissolution or winding up of the Company; (ii) on a parity with all equity
securities issued by the Company the terms of which specifically provide that
such equity securities rank on a parity with the Preferred Stock with respect to
dividend rights or rights upon liquidation, dissolution or winding up of the
Company; and (iii) junior to all equity securities issued by the Company the
terms of which specifically provide that such equity securities rank senior to
the Preferred Stock with respect to dividend rights or rights upon liquidation,
dissolution or winding up of the Company. The term "equity securities" does not
include convertible debt securities.
 
DIVIDENDS
 
Holders of the Preferred Stock of each series will be entitled to receive, when,
as and if declared by the Board of Directors of the Company, out of assets of
the Company legally available for payment, cash dividends at such rates and on
such dates as will be set forth in the applicable Prospectus Supplement. Each
such dividend shall be payable to holders of record as they appear on the share
transfer books of the Company on such record dates as shall be fixed by the
Board of Directors of the Company.
 
Dividends on any series of the Preferred Stock may be cumulative or
non-cumulative, as provided in the applicable Prospectus Supplement. Dividends,
if cumulative, will be cumulative from and after the date set forth in the
applicable Prospectus Supplement. If the Board of Directors of the Company fails
to declare a dividend payable on a dividend payment date on any series of the
Preferred Stock for which dividends are noncumulative, then the holders of such
series of the Preferred Stock will have no right to receive a dividend in
respect of the dividend period ending on such dividend payment date, and the
Company will have no obligation to pay the dividend accrued for such period,
whether or not dividends on such series are declared payable on any future
dividend payment date.
 
                                       16
<PAGE>   18
 
If Preferred Stock of any series is outstanding, no dividends will be declared
or paid or set apart for payment on any capital stock of the Company of any
other series ranking, as to dividends, on a parity with or junior to the
Preferred Stock of such series for any period unless (i) if such series of
Preferred Stock has a cumulative dividend, full cumulative dividends have been
or contemporaneously are declared and paid or declared and a sum sufficient for
the payment thereof is set apart for such payment on the Preferred Stock of such
series for all past dividend periods and the then current dividend period, or
(ii) if such series of Preferred Stock does not have a cumulative dividend, full
dividends for the then current dividend period have been or contemporaneously
are declared and paid or declared and a sum sufficient for the payment thereof
is set apart for such payment on the Preferred Stock of such series. When
dividends are not paid in full (or a sum sufficient for such full payment is not
so set apart) upon Preferred Stock of any series and the shares of any other
series of Preferred Stock ranking on a parity as to dividends with the Preferred
Stock of such series, all dividends declared upon Preferred Stock of such series
and on any other series of Preferred Stock ranking on a parity as to dividends
with such Preferred Stock shall be declared pro rata so that the amount of
dividends declared per share of Preferred Stock of such series and such other
series of Preferred Stock shall in all cases bear to each other the same ratio
that accrued dividends per share on the Preferred Stock of such series (which
shall not include any accumulation in respect of unpaid dividends for prior
dividend periods if such Preferred Stock does not have a cumulative dividend)
and such other series of Preferred Stock bear to each other. No interest, or sum
of money in lieu of interest, shall be payable in respect of any dividend
payment or payments on Preferred Stock of such series which may be in arrears.
 
Except as provided in the immediately preceding paragraph, unless (i) if such
series of Preferred Stock has a cumulative dividend, full cumulative dividends
on the Preferred Stock of such series have been or contemporaneously are
declared and paid or declared and a sum sufficient for the payment thereof is
set apart for payment for all past dividend periods and the then current
dividend period, and (ii) if such series of Preferred Stock does not have a
cumulative dividend, full dividends on the Preferred Stock of such series have
been or contemporaneously are declared and paid or declared and a sum sufficient
for the payment thereof is set apart for payment for the then current dividend
period, no dividends (other than in shares of Common Stock or other shares of
capital stock ranking junior to the Preferred Stock of such series as to
dividends and upon liquidation) shall be declared or paid or set aside for
payment nor shall any other distribution be declared or made upon the Common
Stock, or any other capital stock of the Company ranking junior to or on a
parity with the Preferred Stock of such series as to dividends or upon
liquidation, nor shall any shares of Common Stock, or any other shares of
capital stock of the Company ranking junior to or on a parity with the Preferred
Stock of such series as to dividends or upon liquidation, be redeemed, purchased
or otherwise acquired for any consideration (or any amounts be paid to or made
available for a sinking fund for the redemption of any such shares) by the
Company (except by conversion into or exchange for other capital stock of the
Company ranking junior to the Preferred Stock of such series as to dividends and
upon liquidation).
 
Any dividend payment made on shares of a series of Preferred Stock shall first
be credited against the earliest accrued but unpaid dividend due with respect to
shares of such series which remains payable.
 
REDEMPTION
 
If so provided in the applicable Prospectus Supplement, the Preferred Stock will
be subject to mandatory redemption or redemption at the option of the Company,
as a whole or in part, in each case upon the terms, at the times and at the
redemption prices set forth in such Prospectus Supplement.
 
The Prospectus Supplement relating to a series of Preferred Stock that is
subject to mandatory redemption will specify the number of shares of such
Preferred Stock that shall be redeemed by the Company in each year commencing
after a date to be specified, at a redemption price per share to be specified,
together with an amount equal to all accrued and unpaid dividends thereon (which
shall not, if such Preferred Stock does not have a cumulative dividend, include
any accumulation in respect of unpaid dividends for prior dividend periods) to
the date of redemption. The redemption price may be payable in cash or other
property, as specified in the applicable Prospectus Supplement. If the
redemption price for Preferred Stock of any series is payable only from the net
proceeds of the issuance of shares of capital stock of the Company, the terms of
such Preferred Stock may provide that, if no such shares of capital stock shall
have been issued or to the extent the net proceeds from any issuance are
insufficient to pay in full the aggregate redemption price then due, such
Preferred Stock shall automatically and mandatorily be converted into the
applicable shares of capital stock of the Company pursuant to conversion
provisions specified in the applicable Prospectus Supplement.
 
                                       17
<PAGE>   19
 
Notwithstanding the foregoing, unless (i) if a series of Preferred Stock has a
cumulative dividend, full cumulative dividends on all shares of such series of
Preferred Stock shall have been or contemporaneously are declared and paid or
declared and a sum sufficient for the payment thereof set apart for payment for
all past dividend periods and the then current dividend period, and (ii) if a
series of Preferred Stock does not have a cumulative dividend, full dividends on
all shares of the Preferred Stock of such series have been or contemporaneously
are declared and paid or declared and a sum sufficient for the payment thereof
set apart for payment for the then current dividend period, no shares of such
series of Preferred Stock shall be redeemed unless all outstanding shares of
Preferred Stock of such series are simultaneously redeemed; provided, however,
that the foregoing shall not prevent the purchase or acquisition of Preferred
Stock of such series to preserve the REIT status of the Company or pursuant to a
purchase or exchange offer made on the same terms to holders of all outstanding
shares of Preferred Stock of such series. In addition, unless (i) if such series
of Preferred Stock has a cumulative dividend, full cumulative dividends on all
outstanding shares of such series of Preferred Stock have been or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof set apart for payment for all past dividend periods and the then
current dividend period, and (ii) if such series of Preferred Stock does not
have a cumulative dividend, full dividends on the Preferred Stock of such series
have been or contemporaneously are declared and paid or declared and a sum
sufficient for the payment thereof set apart for payment for the then current
dividend period, the Company shall not purchase or otherwise acquire directly or
indirectly any shares of Preferred Stock of such series (except by conversion
into or exchange for capital stock of the Company ranking junior to the
Preferred Stock of such series as to dividends and upon liquidation); provided,
however, that the foregoing shall not prevent the purchase or acquisition of
shares of Preferred Stock of such series to preserve the REIT status of the
Company or pursuant to a purchase or exchange offer made on the same terms to
holders of all outstanding shares of Preferred Stock of such series.
 
If fewer than all of the outstanding shares of Preferred Stock of any series are
to be redeemed, the number of shares to be redeemed will be determined by the
Company and such shares may be redeemed pro rata from the holders of record of
such shares in proportion to the number of such shares held or for which
redemption is requested by such holder (with adjustments to avoid redemption of
fractional shares) or by any other equitable manner determined by the Company.
 
Notice of redemption will be mailed at least 30 days but not more than 60 days
before the redemption date to each holder of record of Preferred Stock of any
series to be redeemed at the address shown on the stock transfer books of the
Company. Each notice shall state: (i) the redemption date; (ii) the number of
shares and series of the Preferred Stock to be redeemed; (iii) the redemption
price; (iv) the place or places where certificates for such Preferred Stock are
to be surrendered for payment of the redemption price; (v) that dividends on the
shares to be redeemed will cease to accrue on such redemption date; and (vi) the
date upon which the holder's conversion rights, if any, as to such shares shall
terminate. If fewer than all the shares of Preferred Stock of any series are to
be redeemed, the notice mailed to each such holder thereof shall also specify
the number of shares of Preferred Stock to be redeemed from each such holder
and, upon redemption, a new certificate shall be issued representing the
unredeemed shares without cost to the holder thereof. If notice of redemption of
any Preferred Stock has been given and if the funds necessary for such
redemption have been set aside by the Company in trust for the benefit of the
holders of any Preferred Stock so called for redemption, then from and after the
redemption date dividends will cease to accrue on such Preferred Stock, and all
rights of the holders of such shares will terminate, except the right to receive
the redemption price. In order to facilitate the redemption of shares of
Preferred Stock, the Board of Directors may fix a record date for the
determination of shares of Preferred Stock to be redeemed, such record date to
be not less than 30 or more than 60 days prior to the date fixed for such
redemption.
 
Subject to applicable law and the limitation on purchases when dividends on
Preferred Stock are in arrears, the Company may, at any time and from time to
time, purchase any shares of Preferred Stock in the open market, by tender or by
private agreement.
 
LIQUIDATION PREFERENCE
 
Upon any voluntary or involuntary liquidation, dissolution or winding up of the
affairs of the Company, then, before any distribution or payment shall be made
to the holders of any Common Stock or any other class or series of capital stock
of the Company ranking junior to the Preferred Stock in the distribution of
assets upon any liquidation, dissolution or winding up of the Company, the
holders of each series of Preferred Stock shall be entitled to receive out of
assets of the Company legally available for distribution to stockholders
liquidating distributions in the amount of the liquidation preference per share,
if any, set forth in the applicable Prospectus Supplement, plus an amount equal
to all dividends
 
                                       18
<PAGE>   20
 
accrued and unpaid thereon (which shall not include any accumulation in respect
of unpaid noncumulative dividends for prior dividend periods). After payment of
the full amount of the liquidating distributions to which they are entitled, the
holders of Preferred Stock will have no right or claim to any of the remaining
assets of the Company. In the event that, upon any such voluntary or involuntary
liquidation, dissolution or winding up, the available assets of the Company are
insufficient to pay the amount of the liquidating distributions on all
outstanding shares of Preferred Stock and the corresponding amounts payable on
all shares of other classes or series of capital stock of the Company ranking on
a parity with the Preferred Stock in the distribution of assets, then the
holders of the Preferred Stock and all other such classes or series of capital
stock shall share ratably in any such distribution of assets in proportion to
the full liquidating distributions to which they would otherwise be respectively
entitled.
 
If liquidating distributions shall have been made in full to all holders of
Preferred Stock, the remaining assets of the Company shall be distributed among
the holders of any other classes or series of capital stock ranking junior to
the Preferred Stock upon liquidation, dissolution or winding up, according to
their respective rights and preferences and in each case according to their
respective number of shares. For such purposes, the consolidation or merger of
the Company with or into any other corporation, trust or entity, or the sale,
lease or conveyance of all or substantially all of the property or business of
the Company, shall not be deemed to constitute a liquidation, dissolution or
winding up of the Company.
 
VOTING RIGHTS
 
Holders of the Preferred Stock will not have any voting rights, except as set
forth below or as otherwise from time to time required by law or as indicated in
the applicable Prospectus Supplement.
 
Unless provided otherwise for any series of Preferred Stock, so long as any
shares of Preferred Stock of a series remain outstanding, the Company will not,
without the affirmative vote or consent of the holders of at least two-thirds of
the shares of such series of Preferred Stock outstanding at the time, given in
person or by proxy, either in writing or at a meeting (such series voting
separately as a class), (i) authorize or create, or increase the authorized or
issued amount of, any class or series of capital stock ranking prior to such
series of Preferred Stock with respect to payment of dividends or the
distribution of assets upon liquidation, dissolution or winding up or reclassify
any authorized capital stock of the Company into such shares, or create,
authorize or issue any obligation or security convertible into or evidencing the
right to purchase any such shares; or (ii) amend, alter or repeal the provisions
of the Company's Articles of Incorporation or the Designating Amendment for such
series of Preferred Stock, whether by merger, consolidation or otherwise (an
"Event"), so as to materially and adversely affect any right, preference,
privilege or voting power of such series of Preferred Stock or the holders
thereof; provided, however, with respect to the occurrence of any of the Events
set forth in (ii) above, so long as the Preferred Stock remains outstanding with
the terms thereof materially unchanged, taking into account that upon the
occurrence of an Event the Company may not be the surviving entity, the
occurrence of any such Event shall not be deemed to materially and adversely
affect such rights, preferences, privileges or voting power of holders of
Preferred Stock, and provided further that (x) any increase in the amount of the
authorized Preferred Stock or the creation or issuance of any other series of
Preferred Stock, or (y) any increase in the amount of authorized shares of such
series or any other series of Preferred Stock, in each case ranking on a parity
with or junior to the Preferred Stock of such series with respect to payment of
dividends or the distribution of assets upon liquidation, dissolution or winding
up, shall not be deemed to materially and adversely affect such rights,
preferences, privileges or voting powers.
 
The foregoing voting provisions will not apply if, at or prior to the time when
the act with respect to which such vote would otherwise be required shall be
effected, all outstanding shares of such series of Preferred Stock shall have
been redeemed or called for redemption and sufficient funds shall have been
deposited in trust to effect such redemption.
 
CONVERSION RIGHTS
 
The terms and conditions, if any, upon which any series of Preferred Stock is
convertible into Common Stock will be set forth in the applicable Prospectus
Supplement relating thereto. Such terms will include the number of shares of
Common Stock into which the shares of Preferred Stock are convertible, the
conversion price (or manner of calculation thereof), the conversion period,
provisions as to whether conversion will be at the option of the holders of the
Preferred Stock or the Company, the events requiring an adjustment of the
conversion price and provisions affecting conversion in the event of the
redemption of such series of Preferred Stock.
 
                                       19
<PAGE>   21
 
RESTRICTIONS ON OWNERSHIP
 
For the Company to qualify as a REIT under the Code, not more than 50% in value
of its outstanding capital stock may be owned, directly or indirectly, by five
or fewer individuals (as defined in the Code to include certain entities) during
the last half of a taxable year. To assist the Company in meeting this
requirement, the Company may take certain actions to limit the beneficial
ownership, directly or indirectly, by a single person of the Company's
outstanding equity securities, including any Preferred Stock of the Company.
Therefore, the Designating Amendment for each series of Preferred Stock may
contain provisions restricting the ownership and transfer of the Preferred
Stock. The applicable Prospectus Supplement will specify any additional
ownership limitation relating to a series of Preferred Stock. See "Restrictions
on Transfers of Capital Stock."
 
TRANSFER AGENT
 
The transfer agent and registrar for the Preferred Stock will be set forth in
the applicable Prospectus Supplement.
 
SERIES A PREFERRED STOCK
 
The Series A Preferred Stock ranks senior to the Common Stock with respect to
payment of dividends and amounts upon liquidation, dissolution or winding up of
the Company. Holders of shares of Series A Preferred Stock are entitled to
receive, when and as declared by the Board of Directors of the Company, out of
funds of the Company legally available for payment thereof, cumulative cash
dividends payable in an amount per share equal to the greater of (i) $.5625 per
quarter or (ii) the cash dividends paid or payable on a number of shares of the
Company's Common Stock equal to the number of shares of Common Stock into which
a share of Series A Preferred Stock is convertible. Dividends on the Series A
Preferred Stock are payable quarterly in arrears on the 15th day of February,
May, August and November of each year.
 
Shares of Series A Preferred Stock are not redeemable by the Company prior to
April 30, 2001. On and after April 30, 2001, the shares of Series A Preferred
Stock are redeemable at the option of the Company, in whole or in part, either
(i) for such number of authorized but previously unissued shares of Common Stock
as equals the per share liquidation preference of the Series A Preferred Stock
to be redeemed divided by the Conversion Price (defined below) as of the opening
of business on the date set for such redemption, subject to adjustment in
certain circumstances, or (ii) for cash at a redemption price of $25.00, plus
any accumulated, accrued and unpaid dividends. The Company may exercise this
option to deliver Common Stock upon redemption only if for 20 trading days,
within any period of 30 consecutive trading days, including the last trading day
of such period, the closing price of the Common Stock on the NYSE equals or
exceeds the Conversion Price per share in effect on such trading days, subject
to adjustments in certain circumstances.
 
The holders of shares of Series A Preferred Stock are entitled to receive in the
event of any liquidation, dissolution or winding up of the Company, whether
voluntary or involuntary, $25.00 per share of Series A Preferred Stock plus an
amount equal to accumulated, accrued and unpaid dividends. Except under certain
circumstances, or except as otherwise from time to time required by applicable
law, the holders of shares of Series A Preferred Stock have no voting rights.
 
Shares of Series A Preferred Stock are convertible, in whole or in part, at any
time, at the option of the holder thereof, into shares of Common Stock at a
conversion price of $24.64 per share of Common Stock, subject to certain
adjustments (the "Conversion Price"). The right to convert shares of Series A
Preferred Stock called for redemption will terminate at the close of business on
the redemption date for such shares.
 
                        DESCRIPTION OF DEPOSITARY SHARES
GENERAL
 
The Company may issue Depositary Shares, each of which will represent a
fractional interest of a share of a particular class or series of Preferred
Stock, as specified in the applicable Prospectus Supplement. Shares of a class
or series of Preferred Stock represented by Depositary Shares will be deposited
under a separate Deposit Agreement (each, a "Deposit Agreement") among the
Company, the depositary named therein (the "Preferred Stock Depositary") and the
holders from time to time of the depositary receipts issued by the Preferred
Stock Depositary which will evidence the Depositary Shares (the "Depositary
Receipts"). Subject to the terms of the Deposit Agreement, each owner of a
Depositary Receipt will be entitled, in proportion to the fractional interest of
a share of a particular class or series of
 
                                       20
<PAGE>   22
 
Preferred Stock represented by the Depositary Shares evidenced by such
Depositary Receipt, to all the rights and preferences of the class or series of
the Preferred Stock represented by such Depositary Shares (including dividend,
voting, conversion, redemption and liquidation rights).
 
The Depositary Shares will be evidenced by Depositary Receipts issued pursuant
to the applicable Deposit Agreement. Immediately following the issuance and
delivery of the Preferred Stock by the Company to a Preferred Stock Depositary,
the Company will cause such Preferred Stock Depositary to issue, on behalf of
the Company, the Depositary Receipts. Copies of the applicable form of Deposit
Agreement and Depositary Receipt may be obtained from the Company upon request.
The statements made hereunder relating to the Deposit Agreement and the
Depositary Receipt to be issued thereunder are summaries of certain anticipated
provisions thereof, do not purport to be complete and are subject to, and
qualified in their entirety by reference to, all of the provisions of the
applicable Deposit Agreement and related Depositary Receipts.
 
DIVIDENDS AND OTHER DISTRIBUTIONS
 
The Preferred Stock Depositary will distribute all cash dividends or other cash
distributions received in respect of a class or series of Preferred Stock to the
record holders of Depositary Receipts evidencing the related Depositary Shares
in proportion to the number of the Depositary Receipts owned by such holders,
subject to certain obligations of holders to file proofs, certificates and other
information and to pay certain charges and expenses to such Preferred Stock
Depositary.
 
In the event of a distribution other than in cash, the Preferred Stock
Depositary will distribute property received by it to the record holders of
Depositary Receipts entitled thereto, subject to certain obligations of holders
to file proofs, certificates and other information and to pay certain charges
and expenses to the Preferred Stock Depositary, unless such Preferred Stock
Depositary determines that it is not feasible to make such distribution, in
which case the Preferred Stock Depositary may, with the approval of the Company,
sell such property and distribute the net proceeds from such sale to such
holders.
 
No distribution will be made in respect of any Depositary Share to the extent
that it represents any class or series of Preferred Stock converted into Excess
Stock (as defined in "Restrictions on Ownership and Transfers of Capital Stock")
or otherwise converted or exchanged.
 
WITHDRAWAL OF STOCK
 
Upon surrender of the Depositary Receipts at the corporate trust office of the
Preferred Stock Depositary (unless the related Depositary Shares have previously
been called for redemption or converted or converted into Excess Stock or
otherwise), the holders thereof will be entitled to delivery at such office, to
or upon each such holder's order, of the number of whole or fractional shares of
the class or series of Preferred Stock and any money or other property
represented by the Depositary Shares evidenced by such Depositary Receipts.
Holders of Depositary Receipts will be entitled to receive whole or fractional
shares of the related class or series of Preferred Stock on the basis of the
proportion of Preferred Stock represented by each Depositary Share as specified
in the applicable Prospectus Supplement, but holders of such shares of Preferred
Stock will not thereafter be entitled to receive Depositary Shares therefor. If
the Depositary Receipts delivered by the holder evidence a number of Depositary
Shares in excess of the number of Depositary Shares representing the number of
shares of Preferred Stock to be withdrawn, the Preferred Stock Depositary will
deliver to such holder at the same time a new Depositary Receipt evidencing such
excess number of Depositary Shares.
 
REDEMPTION OF DEPOSITARY SHARES
 
Whenever the Company redeems shares of Preferred Stock held by the Preferred
Stock Depositary, the Preferred Stock Depositary will redeem as of the same
redemption date the number of the Depositary Shares representing shares of such
class or series of Preferred Stock so redeemed, provided the Company shall have
paid in full to the Preferred Stock Depositary the redemption price of the
Preferred Stock to be redeemed plus an amount equal to any accrued and unpaid
dividends thereon to the date fixed for redemption. The redemption price per
Depositary Share will be equal to the corresponding proportion of the redemption
price and any other amounts per share payable with respect to such class or
series of Preferred Stock. If fewer than all the Depositary Shares are to be
redeemed, the Depositary Shares to be redeemed will be selected pro rata (as
nearly as may be practicable without creating fractional Depositary Shares) or
by any other equitable method determined by the Company that will not result in
the issuance of any Excess Stock.
 
                                       21
<PAGE>   23
 
From and after the date fixed for redemption, all dividends in respect of the
shares of a class or series of Preferred Stock so called for redemption will
cease to accrue, the Depositary Shares so called for redemption will no longer
be deemed to be outstanding and all rights of the holders of the Depositary
Receipts evidencing the Depositary Shares so called for redemption will cease,
except the right to receive any moneys payable upon such redemption and any
money or other property to which the holders of such Depositary Receipts were
entitled upon such redemption upon surrender thereof to the Preferred Stock
Depositary.
 
VOTING OF THE PREFERRED STOCK
 
Upon receipt of notice of any meeting at which the holders of a class or series
of Preferred Stock deposited with the Preferred Stock Depositary are entitled to
vote, the Preferred Stock Depositary will mail the information contained in such
notice of meeting to the record holders of the Depositary Receipts evidencing
the Depositary Shares which represent such class or series of Preferred Stock.
Each record holder of Depositary Receipts evidencing Depositary Shares on the
record date (which will be the same date as the record date for such class or
series of Preferred Stock) will be entitled to instruct the Preferred Stock
Depositary as to the exercise of the voting rights pertaining to the amount of
Preferred Stock represented by such holder's Depositary Shares. The Preferred
Stock Depositary will vote the amount of such class or series of Preferred Stock
represented by such Depositary Shares in accordance with such instructions, and
the Company will agree to take all reasonable action which may be deemed
necessary by the Preferred Stock Depositary in order to enable the Preferred
Stock Depositary to do so. The Preferred Stock Depositary will abstain from
voting the amount of Preferred Stock represented by such Depositary Shares to
the extent it does not receive specific instructions from the holders of
Depositary Receipts evidencing such Depositary Shares. The Preferred Stock
Depositary will not be responsible for any failure to carry out any instruction
to vote, or for the manner or effect of any such vote made, as long as any such
action or non-action is in good faith and does not result from the negligence or
willful misconduct of the Preferred Stock Depositary.
 
LIQUIDATION PREFERENCE
 
In the event of the liquidation, dissolution or winding up of the Company
whether voluntary or involuntary, the holders of each Depositary Receipt will be
entitled to the fraction of the liquidation preference accorded each share of
Preferred Stock represented by the Depositary Shares evidenced by such
Depositary Receipt as set forth in the applicable Prospectus Supplement.
 
CONVERSION OF PREFERRED STOCK
 
The Depositary Shares, as such, will not be convertible into Common Stock or any
other securities or property of the Company, except in connection with certain
exchanges in connection with the preservation of the Company's status as a REIT.
See "Description of Common Stock -- Restricted on Transfer." Nevertheless, if so
specified in the applicable Prospectus Supplement relating to an offering of
Depositary Shares, the Depositary Receipts may be surrendered by holders thereof
to the applicable Preferred Stock Depositary with written instructions to the
Preferred Stock Depositary to instruct the Company to cause conversion of a
class or series of Preferred Stock represented by the Depositary Shares
evidenced by such Depositary Receipts into whole shares of Common Stock, other
shares of a class or series of Preferred Stock (including Excess Stock) of the
Company or other shares of stock, and the Company has agreed that upon receipt
of such instructions and any amounts payable in respect thereof, it will cause
the conversion thereof utilizing the same procedures as those provided for
delivery of Preferred Stock to effect such conversion. If the Depositary Shares
evidenced by a Depositary Receipt are to be converted in part only, a Depositary
Receipt or Receipts will be issued for any Depositary Shares not to be
converted. No fractional shares of Common Stock will be issued upon conversion,
and if such conversion will result in a fractional share being issued, an amount
will be paid in cash by the Company equal to the value of the fractional
interest based upon the closing price of the Common Stock on the last business
day prior to the conversion.
 
AMENDMENT AND TERMINATION OF A DEPOSIT AGREEMENT
 
The form of Depositary Receipts evidencing Depositary Shares which represent the
Preferred Stock and any provision of the Deposit Agreement may at any time be
amended by agreement between the Company and the Preferred Stock Depositary.
However, any amendment that materially and adversely alters the rights of the
holders of Depositary Receipts
 
                                       22
<PAGE>   24
 
or that would be materially and adversely inconsistent with the rights granted
to the holders of the related Preferred Stock will not be effective unless such
amendment has been approved by the existing holders of at least two-thirds of
the applicable Depositary Shares evidenced by the applicable Depositary Receipts
then outstanding. No amendment shall impair the right, subject to certain
anticipated exceptions in the Deposit Agreements, of any holder of Depositary
Receipts to surrender any Depositary Receipts with instructions to deliver to
the holder the related class or series of Preferred Stock and all money and
other property, if any, represented thereby, except in order to comply with law.
Every holder of an outstanding Depositary Receipt at the time any such amendment
becomes effective shall be deemed, by continuing to hold such Depositary
Receipt, to consent and agree to such amendment and to be bound by the
applicable Deposit Agreement as amended thereby.
 
The Deposit Agreement may be terminated by the Company upon not less than 30
days prior written notice to the Preferred Stock Depositary if (i) such
termination is necessary to preserve the Company's status as a REIT or (ii) a
majority of each series or class of Preferred Stock subject to such Deposit
Agreement consents to such termination, whereupon the Preferred Stock Depositary
will deliver or make available to each holder of Depositary Receipts, upon
surrender of the Depositary Receipts held by such holder, such number of whole
or fractional shares of each Preferred Stock as are represented by the
Depositary Shares evidenced by such Depositary Receipts together with any other
property held by Preferred Stock Depositary with respect to such Depositary
Receipts. The Company has agreed that if the Deposit Agreement is terminated to
preserve the Company's status as a REIT, then the Company will use its best
efforts to list each class or series of Preferred Stock issued upon surrender of
the related Depositary Shares. In addition, the Deposit Agreement will
automatically terminate if (i) all outstanding Depositary Shares shall have been
redeemed, (ii) there shall have been a final distribution in respect of each
class or series of Preferred Stock in connection with any liquidation,
dissolution or winding up of the Company and such distribution shall have been
distributed to the holders of the Depositary Receipts evidencing the Depositary
Shares representing such class or series of Preferred Stock or (iii) each share
of the related Preferred Stock shall have been converted into stock of the
Company not so represented by Depositary Shares.
 
CHARGES OF A PREFERRED STOCK DEPOSITARY
 
The Company will pay all transfer and other taxes and governmental charges
arising solely from the existence of the Deposit Agreement. In addition, the
Company will pay the fees and expenses of the Preferred Stock Depositary in
connection with the performance of its duties under the Deposit Agreement.
However, holders of Depositary Receipts will pay the fees and expenses of the
Preferred Stock Depositary for any duties requested by such holders to be
performed which are outside of those expressly provided for in the Deposit
Agreement.
 
RESIGNATION AND REMOVAL OF DEPOSITARY
 
The Preferred Stock Depositary may resign at any time by delivering to the
Company notice of its election to do so, and the Company may at any time remove
the Preferred Stock Depositary, any such resignation or removal to take effect
upon the appointment of a successor Preferred Stock Depositary. A successor
Preferred Stock Depositary must be appointed within 60 days after delivery of
the notice of resignation or removal and must be a bank or trust company having
its principal office in the United States and having a combined capital and
surplus of at least $50,000,000.
 
MISCELLANEOUS
 
The Preferred Stock Depositary will forward to holders of Depositary Receipts
any reports and communications from the Company which are received by the
Preferred Stock Depositary with respect to the related Preferred Stock.
 
Neither the Preferred Stock Depositary nor the Company will be liable if it is
prevented from or delayed in, by law or any circumstances beyond its control,
performing its obligations under the Deposit Agreement. The obligations of the
Company and the Preferred Stock Depositary under the Deposit Agreement will be
limited to performing their duties thereunder in good faith and without
negligence (in the case of any action or inaction in the voting of a class or
series of Preferred Stock represented by the Depositary Shares), gross
negligence or willful misconduct, and the Company and the Preferred Stock
Depositary will not be obligated to prosecute or defend any legal proceeding in
respect of any Depositary Receipts, Depositary Shares or shares of a class or
series of Preferred Stock represented thereby unless satisfactory indemnity is
furnished. The Company and the Preferred Stock Depositary may rely on written
advice of
 
                                       23
<PAGE>   25
 
counsel or accountants, or information provided by persons presenting shares of
Preferred Stock represented thereby for deposit, holders of Depositary Receipts
on other persons believed in good faith to be competent to give such
information, and on documents believed in good faith to be genuine and signed by
a proper party.
 
In the event a Preferred Stock Depositary shall receive conflicting claims,
requests or instructions from any holders of Depositary Receipts, on the one
hand, and the Company, on the other hand, the Preferred Stock Depositary shall
be entitled to act on such claims, requests or instructions received by the
Company.
 
                            DESCRIPTION OF WARRANTS
 
The Company has no Warrants outstanding (other than options issued under the
Company's 1993 Stock Option Plan and Stock Option Plan for Outside Directors).
The Company may issue Warrants for the purchase of Common Stock or Preferred
Stock. Warrants may be issued independently, together with any other Securities
offered by any Prospectus Supplement or through a dividend or other distribution
to the Company's stockholders and may be attached to or separate from such
Securities. Warrants may be issued under a warrant agreement (each, a "Warrant
Agreement") to be entered into between the Company and a warrant agent specified
in the applicable Prospectus Supplement (the "Warrant Agent"). The Warrant Agent
will act solely as an agent of the Company in connection with the Warrants of a
particular series and will not assume any obligation or relationship of agency
or trust for or with any holders or beneficial owners of Warrants. The following
sets forth certain general terms and provisions of the Warrants offered hereby.
Further terms of the Warrants and the applicable Warrant Agreement will be set
forth in the applicable Prospectus Supplement.
 
The applicable Prospectus Supplement will describe the terms of the Warrants in
respect of which this Prospectus is being delivered, including, where
applicable, the following: (i) the title of such Warrants; (ii) the aggregate
number of such Warrants; (iii) the price or prices at which such Warrants will
be issued; (iv) the designation, number and terms of the shares of Preferred
Stock or Common Stock purchasable upon exercise of such Warrants; (v) the
designation and terms of the other Securities, if any, with which such Warrants
are issued and the number of such Warrants issued with each such Security, (vi)
the date, if any, on and after which such Warrants and the related Preferred
Stock or Common Stock, if any, will be separately transferable; (vii) the price
at which each share of Preferred Stock or Common Stock purchasable upon exercise
of such Warrants may be purchased; (viii) the date on which the right to
exercise such Warrants shall commence and the date on which such right shall
expire; (ix) the minimum or maximum amount of such Warrants which may be
exercised at any one time; (x) information with respect to book-entry
procedures, if any, (xi) a discussion of certain federal income tax
considerations; and (xii) any other terms of such Warrants, including terms,
procedures and limitations relating to the transferability, exchange and
exercise of such Warrants.
 
            RESTRICTIONS ON OWNERSHIP AND TRANSFERS OF CAPITAL STOCK
 
For the Company to qualify as a REIT under the Code, no more than 50% in value
of its outstanding shares of stock may be owned, actually or constructively by
five or fewer individuals (as defined in the Code to include certain entities)
during the last half of a taxable year (other than the first year for which an
election to be treated as a REIT has been made), the shares of capital stock
must be beneficially owned by 100 or more persons during at least 335 days of a
taxable year of 12 months or during a proportionate part of a shorter taxable
year (other than the first year for which an election to be treated as a REIT
has been made) and certain percentages of the Company's gross income must be
from particular activities. To ensure that the Company remains qualified as a
REIT, certain provisions of the Articles of Incorporation restrict the
acquisition of shares of capital stock. Subject to certain exceptions specified
in the Articles of Incorporation, no holder may own, or be deemed to own by
virtue of the attribution provisions of the Code, more than 8% by value (the
"Ownership Limit") of the Company's capital stock. If shares of capital stock in
excess of the Ownership Limit, or shares of capital stock which would cause the
REIT to be beneficially owned by less than 100 persons, are issued or
transferred to any person, such issuance or transfer shall be null and void as
to the intended transferee, and the intended transferee would acquire no rights
to the stock. Shares of capital stock transferred in excess of the Ownership
Limit will automatically be exchanged for shares of a separate class of stock
("Excess Stock") that will be transferred by operation of law to the Company as
trustee for the exclusive benefit of the person or persons to whom the shares
are ultimately transferred, until such time as the intended transferee
retransfers the shares. While these shares are held in trust, they would not be
entitled to vote or to share in any dividends or other distributions. The shares
may be retransferred by the intended transferee to any person who may hold such
shares at a price not to exceed the price paid
 
                                       24
<PAGE>   26
 
by the intended transferee, at which point the shares will automatically be
exchanged for ordinary shares of capital stock. In addition, such shares of
Excess Stock held in trust are purchasable by the Company for a 90-day period at
a price equal to the lesser of the price paid for the stock by the intended
transferee and the market price for the stock on the date the Company determines
to purchase the stock. This ownership limitation may have the effect of
precluding acquisition of control of the Company by a third party unless the
Board of Directors determines that maintenance of REIT status is no longer in
the best interests of the Company.
 
                FEDERAL INCOME TAX CONSIDERATIONS TO THE COMPANY
 
The following summary of material federal income tax considerations regarding
the Company and the offering of Securities is based on current law, is for
general information only and is not tax advice. The tax treatment of a holder of
any of the Securities will vary depending upon the terms of the specific
Securities acquired by such holder as well as his particular situation, and this
discussion does not attempt to address any aspects of federal income taxation
relating to holders of Securities. Certain federal income tax considerations
relevant to holders of Securities will be provided in the applicable Prospectus
Supplement relating thereto.
 
EACH PROSPECTIVE PURCHASER IS ADVISED TO CONSULT HIS OR HER OWN TAX ADVISOR,
REGARDING THE SPECIFIC TAX CONSEQUENCES TO HIM OR HER OF THE PURCHASE, OWNERSHIP
AND SALE OF THE SECURITIES AND OF THE COMPANY'S ELECTION TO BE TAXED AS A REAL
ESTATE INVESTMENT TRUST, INCLUDING THE FEDERAL, STATE, LOCAL, FOREIGN AND OTHER
TAX CONSEQUENCES OF SUCH PURCHASE, OWNERSHIP, SALE AND ELECTION AND OF POTENTIAL
CHANGES IN APPLICABLE TAX LAWS.
 
TAXATION OF THE COMPANY
 
  GENERAL
 
The Company believes that, commencing with its taxable year ended December 31,
1993, it has been organized and was and is operated in such a manner as to
qualify for taxation as a REIT under the Code, and the Company intends to
continue to operate in such a manner, but no assurance can be given that it will
operate in a manner so as to qualify or remain qualified.
 
The REIT provisions of the Code and the corresponding Treasury Regulations are
highly technical and complex. The following sets forth the material aspects of
the sections that govern the federal income tax treatment of a REIT. This
summary is qualified in its entirety by the applicable Code provisions, rules
and regulations promulgated thereunder, and administrative and judicial
interpretations thereof, all of which are subject to change which may apply
retroactively. Latham & Watkins has acted as tax counsel to the Company in
connection with the offering of Securities and the Company's election to be
taxed as a REIT.
 
In the opinion of Latham & Watkins, commencing with the Company's taxable year
ended December 31, 1993, the Company has been organized in conformity with the
requirements for qualification as a REIT, and its proposed method of operation
will enable it to continue to meet the requirements for qualification and
taxation as a REIT. It must be emphasized that Latham & Watkins' opinion is
based on various assumptions and is conditioned upon such assumptions and
representations made by the Company as to factual matters. Moreover, such
qualification and taxation as a REIT depend upon the Company's ability to meet,
(through actual annual operating results, distribution levels arid diversity of
stock ownership) the various qualification tests imposed under the Code
discussed below, the results of which will not be reviewed by Latham & Watkins.
Accordingly, no assurance can be given that the actual results of the Company's
operation for any particular taxable year will satisfy such requirements.
 
If the Company qualifies for taxation as a REIT, it generally will not be
subject to federal corporate income taxes on its net income that is currently
distributed to stockholders. This treatment substantially eliminates the "double
taxation" (at the corporate and stockholder levels) that generally results from
investment in a regular corporation. However, the Company will be subject to
federal income tax as follows: First, the Company will be taxed at regular
corporate rates on any undistributed "REIT taxable income," including
undistributed net capital gains. Second, under certain circumstances, the
Company may be subject to the "alternative minimum tax" on its items of tax
preference. Third, if the Company has (i) net income from the sale or other
disposition of "foreclosure property" (defined generally as property acquired by
the Company through foreclosure or otherwise after a default on a loan secured
by the property or a lease of
 
                                       25
<PAGE>   27
 
the property) which is held primarily for sale to customers in the ordinary
course of business or (ii) other nonqualifying income from foreclosure property,
it will be subject to tax at the highest corporate rate on such income. Fourth,
if the Company has net income from prohibited transactions (which are, in
general, certain sales or other dispositions of property held primarily for sale
to customers in the ordinary course of business other than foreclosure
property), such income will be subject to a 100% tax. Fifth, if the Company
should fail to satisfy the 75% gross income test or the 95% gross income test
(as discussed below), but has nonetheless maintained its qualification as a REIT
because certain other requirements have been met, it will be subject to a 100%
tax on an amount equal to (a) the gross income attributable to the greater of
the amount by which the Company fails the 75% or 95% test multiplied by (b) a
fraction intended to reflect the Company's profitability. Sixth, if the Company
should fail to distribute during each calendar year at least the sum of (i) 85%
of its REIT ordinary income for such year, (ii) 95% of its REIT capital gain net
income for such year, and (iii) any undistributed taxable income from prior
periods, the Company would be subjected to a 4% excise tax on the excess of such
required distribution over the amounts actually distributed. Seventh, with
respect to any asset (a "Built-In Gain Asset") acquired by the Company from a
corporation which is or has been a Corporation (i.e., generally a corporation
subject to full corporate-level tax) in a transaction in which the basis of the
Built-In Gain Asset in the hands of the Company is determined by reference to
the basis of the asset in the hands of the C corporation, if the Company
recognizes gain on the disposition of such asset during the ten-year period (the
"Recognition Period") beginning on the date on which such asset was acquired by
the Company, then, to the extent of the Built-In Gain (i.e., the excess of (a)
the fair market value of such asset over (b) the Company's adjusted basis in
such asset, determined as of the beginning of the Recognition Period), such gain
will be subject to tax at the highest regular corporate tax rate pursuant to
Treasury Regulations that have not yet been promulgated. The results described
above with respect to the recognition of Built-In Gain assume that the Company
will make an election pursuant to IRS Notice 88-19.
 
  REQUIREMENTS FOR QUALIFICATION
 
The Code defines a REIT as a corporation, trust or association (1) which is
managed by one or more trustees or directors; (2) the beneficial ownership of
which is evidenced by transferable shares, or by transferable certificates of
beneficial interest; (3) which would be taxable as a domestic corporation, but
for Sections 856 through 859 of the Code; (4) which is neither a financial
institution nor an insurance company subject to certain provisions of the Code;
(5) the beneficial ownership of which is held by 100 or more persons; (6) during
the last half of each taxable year not more than 50% in value of the outstanding
stock of which is owned, actually or constructively, by five or fewer
individuals (as defined in the Code to include certain entities); and (7) which
meets certain other tests, described below, regarding the nature of its income
and assets. The Code provides that conditions (1) to (4), inclusive, must be met
during the entire taxable year and that condition (5) must be met during at
least 335 days of a taxable year of 12 months, or during a proportionate part of
a taxable year of less than 12 months. Conditions (5) and (6) will not apply
until after the first taxable year for which an election is made to be taxed as
a REIT. For purposes of conditions (5) and (6), Pension Funds and certain other
tax-exempt entities are treated as individuals, subject to a "look-through"
exception in the case of condition (6).
 
The Company has previously issued sufficient shares to allow it to satisfy
conditions (5) and (6). In addition, the Company's Articles of Incorporation
provide for restrictions regarding the transfer and ownership of shares, which
restrictions are intended to assist the Company in continuing to satisfy the
share ownership requirements described in conditions (5) and (6) above. Such
ownership and transfer restrictions are described in "Restrictions on Transfers
of Capital Stock." These restrictions, however, may not ensure that the Company
will, in all cases, be able to satisfy the share ownership requirements
described above. If the Company fails to satisfy such share ownership
requirements, the Company's Status as a REIT will terminate. See "--Failure to
Qualify."
 
The Company owns and operates a number of properties through four subsidiaries.
Section 856(i) of the Code provides that a corporation which is a "qualified
REIT subsidiary" shall not be treated as a separate corporation, and all assets,
liabilities and items of income, deduction and credit of a "qualified REIT
subsidiary" shall be treated as assets, liabilities and such items (as the case
may be) of the REIT. Thus, in applying the requirements described herein, the
Company's "qualified REIT subsidiaries" will be ignored, and all assets,
liabilities and items of income, deduction and credit of any such subsidiaries
will be treated as assets, liabilities and tax items of the Company. The Company
has not received a ruling from the IRS that its subsidiaries are "qualified REIT
subsidiaries."
 
The Company, through one of its qualified REIT subsidiaries, owns a 50% interest
in a development property through Denver West Apartments LLC, a Colorado limited
liability company ("Denver West"). In the case of a REIT that is a
 
                                       26
<PAGE>   28
 
partner of a partnership, including a limited liability company that has at
least two members that is classified as a partnership for federal income tax
purposes, applicable Treasury Regulations provide that the REIT will be deemed
to own its proportionate share of the assets of the partnership (or limited
liability company) and will be deemed to be entitled to the income of the
partnership (or limited liability company) attributable to such share. In
addition, the character of the assets and gross income of the partnership (or
limited liability company) will retain the same character in the hands of the
REIT for purposes of Section 856 of the Code, including satisfying the gross
income and asset tests. Thus, the Company's proportionate share of the assets
and items of income of Denver West will be treated as assets and items of income
of the Company for purposes of applying the requirements described herein.
 
  INCOME TESTS
 
In order to maintain qualification as a REIT, the Company annually must satisfy
three gross income requirements. First, at least 75% of the Company's gross
income (excluding gross income from prohibited transactions) for each taxable
year must be derived directly or indirectly from investments relating to real
property or mortgages on real property (including "rents from real property"
and, in certain circumstances, interest) or from certain types of temporary
investments. Second, at least 95% of the Company's gross income (excluding gross
income from prohibited transactions) for each taxable year must be derived from
such real property investments, dividends, interest and gain from the sale or
disposition of stock or securities (or from any combination of the foregoing).
Third, subject to certain exceptions in the year in which the company is
liquidated, short-term gain from the sale or other disposition of stock or
securities, gain from prohibited transactions and gain on the sale or other
disposition of real property held for less than four years (apart from
involuntary conversions and sales of foreclosure property) must represent less
than 30% of the Company's gross income (including gross income from prohibited
transactions) for each taxable year.
 
Rents received by the Company will qualify as "rents from real property" in
satisfying the gross income requirements for a REIT described above only if
several conditions are met. First, the amount of rent must not be based in whole
or in part on the income or profits of any person. However, an amount received
or accrued generally will not be excluded from the term "rents from real
property" solely by reason of being based on a fixed percentage or percentages
of receipts or sales. Second, the Code provides that rents received from a
tenant will not qualify as "rents from real property" in satisfying the gross
income tests if the REIT, or an actual or constructive owner of 10% or more of
the REIT, actually or constructively owns 10% or more of such tenant (a "Related
Party Tenant"). Third, if rent attributable to personal property, leased in
connection with a lease of real property, is greater than 15% of the total rent
received under the lease, then the portion of rent attributable to such personal
property will not qualify as "rents from real property." Finally, for rents
received to qualify as "rents from real property," the REIT generally must not
operate or manage the property or furnish or render services to the tenants of
such property, other than through an independent contractor from whom the REIT
derives no revenue. The REIT may, however, directly perform services that are
"usually or customarily rendered" in connection with the rental of space for
occupancy only and are not otherwise considered "rendered to the occupant" of
the property. The Company does not and will not (i) charge rent for any property
that is based in whole or in part on the income or profits of any person (except
by reason of being based on a percentage of receipts or sales, as described
above), (ii) rent any property to a Related Party Tenant (unless the Company
determines its discretion that the rent received from such Related Party Tenant
is not material and will not jeopardize the Company's status as a REIT), (iii)
derive rental income attributable to personal property (other than personal
property leased in connection with the lease of real property, the amount of
which is less than 15% of the total rent received under the lease), with the
exception of rents with respect to so-called "corporate apartments," or (iv)
perform services which are not usually or customarily rendered and which are
considered to be rendered to the occupant of the property, other than through an
independent contractor from whom the Company derives no revenue.
 
The term "interest" generally does not include any amount received or accrued
(directly or indirectly) if the determination of such amount depends in whole or
in part on the income or profits of any person. However, an amount received or
accrued generally will not be excluded from the term "interest" solely by reason
of being based on a fixed percentage or percentages of receipts or sales.
 
If the Company fails to satisfy one or both of the 75% or 95% gross income tests
for any taxable year, it may nevertheless qualify as a REIT for such year if it
is entitled to relief under certain provisions of the Code. These relief
provisions will be generally available if the Company's failure to meet such
tests was due to reasonable cause and not due to willful neglect, the Company
attaches a schedule of the sources of its income to its federal income tax
return, and any incorrect
 
                                       27
<PAGE>   29
 
information on the schedule was not due to fraud with intent to evade tax. It is
not possible, however, to state whether in all circumstances the Company would
be entitled to the benefit of these relief provisions. For example, if the
Company fails to satisfy the gross income tests because nonqualifying income
that the Company intentionally incurs exceeds the limits on such income, the IRS
could conclude that the Company's failure to satisfy the tests was not due to
reasonable cause. As discussed above in "--General," even if these relief
provisions apply, a 100% tax would be imposed on an amount equal to which the
Company failed the 75% or 95% test multiplied by (b) a fraction intended to
reflect the Company's profitability No similar mitigation provision provides
relief if the Company fails the 30% gross income test. In such case, the Company
would cease to qualify as a REIT.
 
  ASSET TESTS
 
The Company, at the close of each quarter of its taxable year, must also satisfy
three tests relating to the nature of its assets. First, at least 75% of the
value of the Company's total assets must be represented by real estate assets
(including (i) its allocable share of real estate assets held by partnerships,
including limited liability companies that are classified as partnerships for
federal income tax purposes, in which the Company owns a direct or indirect
interest (such as Denver West) and (ii) stock or debt instruments held for not
more than one year purchased with the proceeds of a stock offering or long-term
(at least five years) public debt offering of the Company), cash, cash items and
government securities. Second, not more than 25% of the Company's total assets,
the nature of its assets. First, at least 75% of the value of the Company's
total assets may be represented by securities other than those in the 75% asset
class. Third, of the investments included in the 25% asset class, the value of
any one issuer's securities owned by the Company may not exceed 5% of the value
of the Company's total assets, and the Company may not own more than 10% of any
one issuer's outstanding voting securities.
 
After initially meeting the asset tests at the close of any quarter, the Company
will not lose its status as a REIT for failure to satisfy the asset tests at the
end of a later quarter solely by reason of changes in asset values. If the
failure to satisfy the assets tests results form an acquisition of securities or
other property during a quarter, the failure can be cured by the disposition of
sufficient nonqualifying assets within 30 days after the close of that quarter.
The Company intends to maintain adequate records of the value of its assets to
ensure compliance with the asset tests and to take such other actions within 30
days after the close of any quarter as may be required to cure any
noncompliance. If the Company fails to cure noncompliance with the asset tests
within such time period, the Company would cease to qualify as a REIT.
 
The Company currently has two wholly-owned subsidiaries. As set forth above, the
ownership of more than 10% of the voting securities of any one issuer by a REIT
is prohibited by the asset tests. However, if the Company's subsidiary is a
"qualified REIT subsidiary" as defined in the Code, such subsidiary will not be
treated as a separate corporation for federal income tax purposes. Thus, the
Company's ownership of the stock of a "qualified REIT subsidiary" will not cause
the Company to fail the asset tests.
 
  ANNUAL DISTRIBUTION REQUIREMENTS
 
The Company, in order to qualify as a REIT, is required to distribute dividends
(other than capital gain dividends) to its stockholders in an amount at least
equal to (A) the sum of (i) 95% of the Company's "REIT taxable income" (computed
without regard to the dividends paid deduction and by excluding the Company's
net capital gain) and (ii) 95% of the excess of the net income, if any, from
foreclosure property over the tax imposed on such income, minus (B) the excess
of the sum of certain items of noncash income (i.e., income attributable to
leveled stepped rents, original issue discount or purchase money debt, or a
like-kind exchange that is later determined to be taxable) over 5% of "REIT
taxable income" as described in clause (A)(i) above. In addition, if the Company
disposes of any Built-In Gain Asset during its Recognition Period, the Company
will be required, pursuant to Treasury Regulations which have not yet been
promulgated, to distribute at least 95% of the Built-in Gain (after tax), if
any, recognized on the disposition of such asset. Such distributions must be
paid in the taxable year to which they relate, or in the following taxable year
if declared before the Company timely files its tax return for such year and if
paid on or before the first regular dividend payment after such declaration. To
the extent that the Company does not distribute all of its net capital gain or
distributes at least 95%, but less than 100%, of its "REIT taxable income," as
adjusted, it will be subject to tax thereon at regular ordinary and capital
gains corporate tax rates. The Company intends to make timely distributions
sufficient to satisfy this annual distribution requirement.
 
                                       28
<PAGE>   30
 
It is possible that the Company, from time to time, may not have sufficient cash
or other liquid assets to meet these distribution requirements due to timing
differences between (i) the actual receipt of income and actual payment of
deductible expenses and (ii) the inclusion of such income and deduction of such
expenses in arriving at taxable income of the Company. In the event that such
timing differences occur, in order to meet these distribution requirements, the
Company may find it necessary to arrange for short-term, or possibly long-term,
borrowings or to pay dividends in the form of taxable stock dividends.
 
Furthermore, if the company should fail to distribute during each calendar year
at least the sum of (i) 85% of its REIT ordinary income for such year, (ii) 95%
of its REIT capital gain income for such year, and (iii) any undistributed
taxable income from prior periods, the Company would be subject to a 4% excise
tax on the excess of such required distribution over the amounts actually
distributed.
 
FAILURE TO QUALIFY
 
If the Company fails to qualify for taxation as a REIT in any taxable year, and
the relief provisions do not apply, the Company will be subject to tax
(including any applicable alternative minimum tax) on its taxable income at
regular corporate rates. Distributions to stockholders in any year in which the
Company fails to qualify will not be deductible by the Company nor will they be
required to be made. In such event, to the extent of current and accumulated
earnings and profits, all distributions to stockholders will be taxable as
ordinary income, and, subject to certain limitations of the Code, corporate
distributees may be eligible for the dividends received deduction. Under the
Code and IRS rulings, the Company's earnings and profits will first be allocable
to distributions made on the Preferred Stock and then (the balance, if any) to
distributions made on the Common Stock. Unless entitled to relief under specific
statutory provisions, the Company will also be disqualified from taxation as a
REIT for the four taxable years following the year during which qualification
was lost. It is not possible to state whether in all circumstances the Company
would be entitled to such statutory relief.
 
OTHER TAX CONSEQUENCES
 
One of the Company's development projects conducted through Denver West
Apartments L.L.C., a Colorado limited liability company. REIT investments
through partnerships or limited liability companies may involve special tax
risks. Such risks include possible challenge by the IRS to (a) allocations of
income and expense items, which could affect the computation of taxable income
of the Company, and (b) the status of a particular partnership or limited
liability company as a partnership (as opposed to an association taxable as a
corporation) for income tax purposes. If a partnership or limited liability in
which the REIT is a member is treated as an association for income tax purposes,
the partnership or limited liability company would be taxable as a corporation.
In such a situation, if the Company's ownership interest in the partnership or
limited liability company exceeded 10% of the entity's voting interests or the
value of such interest exceeded 5% of the value of the Company's assets, the
Company would cease to qualify as a REIT. Furthermore, in such a situation,
distributions from the partnership or limited liability company to the Company
would be treated as dividends, which are not taken into account in satisfying
the 75% gross income test described above and which could therefore make it more
difficult for the Company to qualify as a REIT for the taxable year in which
such distribution was received. In addition, in such a situation, the interest
in the partnership or limited liability company held by the Company would not
qualify as a "real estate asset," which could make it more difficult for the
Company to meet the 75% asset test described above. Finally, in such a situation
the Company would not be able to deduct its share of losses generated by the
partnership or limited liability company in computing the Company's taxable
income See "--Failure to Qualify" above for a discussion of the effect of the
Company's failure to meet such tests for a taxable year. The Company believes
that the limited liability company in question should be treated for tax
purposes as a partnership (and not as an association taxable as a corporation).
However, no assurance can be given that the IRS may not successfully challenge
the tax status of any partnership or limited liability company of which the
Company is a member.
 
The Company may be subject to state or local taxation in various state or local
jurisdictions, including those in which it transacts business. The state and
local tax treatment of the Company may not conform to the federal income tax
consequences discussed above. Consequently, prospective investors should consult
their own tax advisors regarding the effect of state and local tax laws on an
investment in the Company.
 
                                       29
<PAGE>   31
 
                              PLAN OF DISTRIBUTION
 
The Company may sell Securities to or through one or more underwriters or
dealers for public offering and sale by or through them, directly to one or more
purchasers, through agents or through any combination of these methods of sale.
Direct sales to investors may be accomplished through subscription rights
distributed to the Company's stockholders. In connection with any distribution
of subscription rights to stockholders, if all of the underlying Securities are
not subscribed for, the Company may sell the unsubscribed Securities directly to
third parties or may engage the services of one or more underwriters, dealers or
agents, including standby underwriters, to sell the unsubscribed Securities to
third parties.
 
The distribution of the Securities may be effected from time to time in one or
more transactions at a fixed price or prices, which may be changed, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices, or at negotiated prices (any of which may represent a discount
from the prevailing market prices). The Company may also offer one or all
Securities in exchange for one or more of its then outstanding issues of debt or
equity securities.
 
In connection with the sale of Securities, underwriters or agents may receive
compensation from the Company or from purchasers of Securities, for whom they
may act as agents, in the form of discounts, concessions or commissions.
Underwriters may sell Securities to or through dealers, and such dealers may
receive compensation in the form of discounts, concessions or commissions from
the underwriters and/or commissions from the purchasers for whom they may act as
agents. Underwriters, dealers and agents that participate in the distribution of
Securities may be deemed to be underwriters under the Securities Act, and any
discounts or commissions they receive from the Company and any profit on the
resale of Securities they realize may be deemed to be underwriting discounts and
commissions under the Securities Act. Any such underwriter or agent will be
identified, and any such compensation received from the Company will be
described, in the applicable Prospectus Supplement.
 
Unless otherwise specified in the related Prospectus Supplement, each series of
Securities will be a new issue with no established trading market, other than
the Common Stock which is listed on the NYSE. Any shares of Common Stock sold
pursuant to a Prospectus Supplement will be listed on the NYSE, subject to
official notice of issuance. The Company may elect to list any series of Debt
Securities, Preferred Stock or Depositary Shares on an exchange, but is not
obligated to do so. It is possible that one or more underwriters may make a
market in a series of Securities, but will not be obligated to do so and may
discontinue any market making at any time without notice. Therefore, no
assurance can be given as to the liquidity of, or the trading market for, the
Securities.
 
Under agreements into which the Company may enter, underwriters, dealers and
agents who participate in the distribution of Securities may be entitled to
indemnification by the Company against certain liabilities, including
liabilities under the Securities Act.
 
Underwriters, dealers and agents may engage in transactions with, or perform
services for the Company in the ordinary course of business.
 
If so indicated in the applicable Prospectus Supplement, the Company will
authorize underwriters or other persons acting as the Company's agents to
solicit offers by certain institutions to purchase Securities from the Company
pursuant to contracts providing for payment and delivery on a future date.
Institutions with which such contracts may be made include commercial and
savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and others, but in all cases such
institutions must be approved by the Company. The obligations of any purchaser
under any such contract will be subject to the condition that the purchase of
the Securities shall not at the time of delivery be prohibited under the laws of
the jurisdiction to which such purchaser is subject. The underwriters and such
other agents will not have any responsibility in respect of the validity or
performance of such contracts.
 
In order to comply with the securities laws of certain states, if applicable,
the Securities offered hereby will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states
Securities may not be sold unless they have been registered or qualified for
sale in the applicable state or an exemption from the registration or
qualification requirement is available and is complied with.
 
Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the Securities offered hereby may not
simultaneously engage in market making activities with respect to the Securities
for a period of two business days prior to the commencement of such
distribution.
 
                                       30
<PAGE>   32
 
                                 LEGAL MATTERS
 
Certain legal matters will be passed upon for the Company by Latham & Watkins,
Costa Mesa, California, and Streich Lang, Las Vegas, Nevada.
 
                                    EXPERTS
 
The financial statements and schedule thereto incorporated by reference in this
Prospectus or elsewhere in the Registration Statement of which this Prospectus
is a part, to the extent and for the periods indicated in the reports, have been
audited by Coopers & Lybrand L.L.P., independent certified public accountants,
and are incorporated by reference herein in reliance upon the authority of said
firm as experts in giving said reports.
 
                                       31
<PAGE>   33
 
                                    PART II.
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
 
The estimated expenses expected to be paid by the Company in connection with the
issuance and distribution of the securities being registered are as follows:
 
<TABLE>
    <S>                                                                                <C>
    SEC Registration Fee.............................................................  $ 75,758
    Blue Sky Fees and Expenses.......................................................    25,000
    Legal Fees and Expenses (other than Blue Sky)....................................   200,000
    Accounting Fees and Expenses.....................................................    50,000
    Printing and Engraving Expenses..................................................   200,000
    Miscellaneous....................................................................     9,242
                                                                                       --------
         Total.......................................................................  $560,000
                                                                                       ========
</TABLE>
 
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
Subsection 1 of Section 78.751 of the Nevada Revised Statutes -- Chapter 78
Private Corporations (the "Nevada Law") empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party of any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
 
Subsection 2 of Section 78.751 empowers a corporation to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that such person acted in
any of the capacities set forth above against expenses, including attorneys'
fees, actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted under similar standards, except
that no indemnification may be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation unless and only to
the extent that the court in which such action or suit was brought determines
that, despite the adjudication of liability, such person is fairly and
reasonably entitled to indemnity for such expenses as the court deems proper.
 
Section 78.751 further provides that to the extent a director or officer of a
corporation has been successful in the defense of any action, suit or proceeding
referred to in subsection (1) and (2) or in the defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 78.751 shall not be deemed exclusive of
any other rights to which the indemnified party may be entitled; that the scope
of indemnification shall continue as to directors, officers, employees or agents
who have ceased to hold such positions, and to their heirs, executors and
administrators; and empowers the corporation to purchase and maintain insurance
on behalf of a director, officer, employee or agent of the corporation against
any liability asserted against him or incurred by him in any such capacity or
arising out of his status as such whether or not the corporation would have the
power to indemnify him against such liabilities under Section 78.751.
 
Article IX of the Articles of Incorporation of the Registrant provides for
indemnification of its officers and Directors, substantially identical in scope
to that permitted under Section 78.751 of the Nevada Law. The Bylaws provide,
pursuant to Subsection 2 of Section 78.751, that the expenses of officers and
Directors incurred in defending any action, suit or proceeding, whether civil,
criminal, administrative or investigative, must be paid by the corporation as
they are incurred and in advance of the final disposition of the action; suit or
proceeding, upon receipt of an undertaking by or on behalf of
 
                                      II-1
<PAGE>   34
 
the Director or officer to repay all amounts so advanced if it is ultimately
determined by a court of competent jurisdiction that the officer or Director is
not entitled to be indemnified by the corporation.
 
The Company has entered into indemnification agreements with certain of its
Directors and officers that require the Company to indemnify such Directors and
officers to the fullest extent permitted by applicable provisions of Nevada Law,
provided that any settlement of a third party action against a Director or
officer is approved by the Company, and subject to limitations for actions
initiated by the Director or officer, penalties paid by insurance, and
violations of section 16(b) of the Securities Exchange Act of 1934 and similar
laws.
 
Pursuant to certain Underwriting Agreements, copies of which are filed under
Exhibit 1 to this Registration Statement, the Registrant has agreed to indemnify
the Underwriters against certain liabilities which may be incurred in connection
with an Offering of the Securities, including liabilities under the Securities
Act, and the Underwriters have agreed to indemnify the Company and its officers
and Directors against certain similar liabilities.
 
ITEM 16. EXHIBITS
 
<TABLE>
<CAPTION>
        EXHIBIT
          NO.                                        DESCRIPTION
        -------     ------------------------------------------------------------------------------
        <S>         <C>
         1(a)*      Form of Underwriting Agreement for Preferred Stock.
         1(b)*      Form of Underwriting Agreement for Common Stock.
         1(c)*      Form of Underwriting Agreement for Debt Securities.
         1(d)*      Form of Underwriting Agreement for Depositary Shares.
         1(e)*      Form of Underwriting Agreement for Common Stock Warrants.
         4(a)       Indenture dated November 25, 1996 between the Company and State Street Bank
                    and Trust Company of California, N.A. (filed as Exhibit 4.1 to the Company's
                    Current Report on Form 8-K dated November 25, 1996 and incorporated by
                    referenced herein) (Form of Senior Security included therein).
         4(b)       Supplemental Indenture dated November 25, 1996 relating to the 6.75% Notes due
                    2001, the 7.00% Notes due 2003 and the 7.25% Notes due 2006 (filed as Exhibit
                    4.2 to the Company's Current Report Form 8-K dated November 25, 1996 and
                    incorporated by reference herein).
         4(c)       Form of Subordinated Indenture (Form of Subordinated Security included
                    therein).
         4(d)*      Form of Preferred Stock Certificate.
         4(e)*      Form of Deposit Agreement.
         4(f)*      Form of Warrant Agreement.
         4(g)       Third Amended and Restated Articles of Incorporation (filed as Exhibit 3.1 to
                    the Company's Annual Report on Form 10-K for year ended December 31, 1995 and
                    incorporated by reference herein).
         4(h)       Fourth Amended and Restated Bylaws (filed as Exhibit 3.2 to the Company's
                    Annual Report on Form 10-K for the year ended December 31, 1995 and
                    incorporated by reference herein).
         5          Opinion of Streich Lang regarding the validity of the securities being
                    registered.
         8          Opinion of Latham & Watkins regarding tax matters.
        12(a)       Computation of Certain Ratios.
        23.1        Consent of Coopers & Lybrand.
        23.2        Consent of Latham & Watkins (included in Exhibit 8).
        23.3        Consent of Streich Lang (included in Exhibit 5).
        24          Power of Attorney (included on signature page).
        25(a)       Statement of Eligibility and Qualification of Senior Trustee (filed with the
                    Company's Form 305B2 dated November 18, 1996 and incorporated by reference
                    herein).
        25(b)*      Statement of Eligibility and Qualification of Subordinated Trustee.
</TABLE>
 
                                      II-2
<PAGE>   35
 
---------------
 
* To be filed by amendment or incorporated by reference with the offering of
  Securities.
 
ITEM 17. 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;
 
           (ii) To reflect in the prospectus any facts or events arising after
        the effective date of the registration statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the 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 price may be reflected in the form of prospectus filed
        with the 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 the registration statement or
        any material change to such information in the registration statement;
 
        provided, however, that paragraphs 1 (i) and (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 Registrant
     pursuant to Section 13 or Section 15 (d) of the Exchange Act, that are
     incorporated by reference in the registration statement.
 
        (2) That, for the purpose of determining any liability under the
     Securities Act, 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.
 
The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13 (a) or Section 15 (d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15 (d) of the Exchange Act) that is incorporated by
reference in the registration statement 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.
 
The undersigned Registrant hereby further undertakes that:
 
        (1) For purposes of determining any liability under the Securities Act
     of 1933, the information omitted from the form of prospectus filed as part
     of this registration statement in reliance under Rule 430A and contained in
     a form of prospectus filed by the Registrant pursuant to Rule 424(b) (1) or
     (4), or 497(h) under the Securities Act of 1933 shall be deemed to be a
     part of this registration statement as of the time it was declared
     effective.
 
        (2) For the purpose of determining any liability under the Securities
     Act of 1933, each post-effective amendment that contains a form of
     prospectus 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.
 
Insofar as indemnification for liabilities arising under the Securities Act 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 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
 
                                      II-3
<PAGE>   36
 
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 and will be governed by
the final adjudication of such issue.
 
The undersigned Registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305 (b) (2) of the Act.
 
With respect to offerings of Warrants or rights, the undersigned Registrant
hereby undertakes to supplement the Prospectus, after the expiration of the
subscription period, to set forth the results of the subscription offer, the
transactions by the underwriters during the subscription period, the amount of
unsubscribed securities to be purchased by the underwriters, and the terms of
any subsequent reoffering thereof. If any public offering by the underwriters is
to be made on terms differing from those set forth on the cover page of the
applicable prospectus supplement, a post-effective amendment will be filed to
set forth the terms of such offering.
 
                                      II-4
<PAGE>   37
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended (the
"Securities Act"), 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 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Las Vegas, State of
Nevada, on the 5th day of March, 1997.
 
                                      OASIS RESIDENTIAL, INC.
 
                                      By: /s/ ROBERT V. JONES
                                        ----------------------------------------
                                        Robert V. Jones
                                        Chief Executive Officer and
                                        Chairman of the Board of Directors
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Scott S. Ingraham and Allan O. Hunter, and each of them
his true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement,
including any post-effective amendments as well as any related registration
statement (or amendment thereto) filed in reliance upon Rule 462(b) under the
Securities Act of 1933, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
 
Pursuant to the requirements of the Securities Act, this Registration Statement
on Form S-3 has been signed below by the following persons in the capacities and
on the dates indicated.
 
<TABLE>
<CAPTION>
                  SIGNATURE                                     TITLE                        DATE
---------------------------------------------   --------------------------------------  ---------------
<C>                                             <S>                                     <C>
 
             /s/ ROBERT V. JONES                Chief Executive Officer and Chairman     March 5, 1997
---------------------------------------------   of the Board of Directors
               Robert V. Jones
 
            /s/ SCOTT S. INGRAHAM               President, Chief Operating Officer and   March 5, 1997
---------------------------------------------   Director
              Scott S. Ingraham
 
          /s/ ALLAN O. HUNTER, JR.              Executive Vice President, Operations,    March 5, 1997
---------------------------------------------   Secretary and Director
            Allan O. Hunter, Jr.
 
             /s/ WALTER B. EEDS                 Executive Vice President and Director    March 3, 1997
---------------------------------------------
               Walter B. Eeds
 
             /s/ JOHN M. CLAYTON                Senior Vice President, Finance, Chief    March 4, 1997
---------------------------------------------   Financial Officer and Assistant
               John M. Clayton                  Secretary (Principal Accounting
                                                Officer)
 
             /s/ JOHN M. GALVIN                 Director                                 March 5, 1997
---------------------------------------------
               John M. Galvin
 
             /s/ KENNY C. GUINN                 Director                                 March 5, 1997
---------------------------------------------
               Kenny C. Guinn
 
            /s/ EDWARD R. MULLER                Director                                 March 5, 1997
---------------------------------------------
              Edward R. Muller
 
             /s/ PETER L. RHEIN                 Director                                 March 5, 1997
---------------------------------------------
               Peter L. Rhein
 
             /s/ ROBERT H. SMITH                Director                                 March 5, 1997
---------------------------------------------
               Robert H. Smith
</TABLE>
 
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