SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form 10-K
( X ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[FEE REQUIRED]
For the fiscal year ended December 31, 1993
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
[NO FEE REQUIRED]
For the transition period from _______ to _______
Commission file number 1-10524
United Dominion Realty Trust, Inc.
(Exact name of registrant as specified in charter)
VIRGINIA 54-0857512
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) Identification No.)
10 South Sixth Street Suite 203, Richmond, Virginia 23219-3802
(Address of principal executive (Zip Code)
804-780-2691
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Class Name of exchange on which registered
Common Stock $1 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all reports to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
YES ( X ) NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of of Regulation S-K is not contained herein and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ( )
The aggregate market value of voting shares held by nonaffiliates of the
registrant was approximately $610,000,000* as of March 28, 1994.
41,700,885
(Number of shares of common stock outstanding as of March 28, 1994)
Part I and Part II incorporate certain information by reference from the
registrant's Form S-3, Registration Statement (Registration No. 33-52521), filed
with the Commission on March 7, 1994 and amended on March 29, 1994. Part III
incorporates certain information by reference from the definitive proxy
statement to be filed with respect to the Meeting of Shareholders to be held on
May 10, 1994.
* In determining this figure, the Trust has assumed that all of its officers
and Directors, and persons known to the Trust to be beneficial owners of more
than 5% of the Trust's shares, are affiliates. Such assumptions should not be
deemed to be conclusive for any other purpose. The aggregate market value has
been computed with reference to the closing sales price reported by the
New York Stock Exchange on March 28, 1994.
<PAGE>
Part I
Item 1. Business
United Dominion Realty Trust, Inc. (the "Trust"), a Virginia
corporation, is a self-administered equity real estate investment trust
("REIT"), formed in 1972, whose business is devoted to one industry segment,
the ownership of income-producing real estate, primarily apartments. The
Trust acquires, upgrades and operates its properties with the goals of
maximizing its funds from operations (defined as income before gains(losses)
on investments and extraordinary items adjusted for certain non-cash items,
primarily real estate depreciation) and quarterly distributions to
shareholders, while building equity primarily through real estate
appreciation. Prior to 1991, the Trust's investment policy was to emphasize
the acquisition of under-leased, under-managed, and/or under-maintained
properties that could be physically or otherwise upgraded and could be acquired
at significant discounts from replacement costs. At the beginning of 1991,
changed economic conditions and the Trust's financial strength enabled it to
embark on a major expansion of its apartment portfolio involving (i) the
acquisition of more stable apartment properties having high occupancy levels
and not requiring substantial renovation, and (ii) entry into new markets,
most recently the Baltimore/Washington area, central Florida and Nashville,
Tennessee. The properties have been acquired generally at significant
discounts from replacement cost and at attractive current yields. The
sellers have been primarily financially distressed real estate limited
partnerships, the RTC, the FDIC, lenders who had foreclosed and insurance
companies seeking to reduce their real estate exposure. Since 1991, the
Trust has acquired 38 apartment properties containing 9,885 units at a total
cost of approximately $277 million. As of March 28, 1994, the Trust's
portfolio of income-producing real estate consisted of ninety-five properties
including seventy-six apartment complexes, fifteen shopping centers, and four
other properties. (See Item 2. "Properties".)
The Trust is operated so as to qualify as a real estate investment trust
under the applicable provisions of the Internal Revenue Code of 1986, as
amended (the "Code"). To qualify, the Trust must meet certain tests which,
among other things, require that its assets consist primarily of real estate,
its income be derived primarily from real estate, and at least 95% of its
taxable income be distributed to its shareholders. Because the Trust
qualifies as a REIT, it is generally not subject to Federal income taxes.
Prior to 1990, all of the Trust's properties were managed by independent
property management companies whose primary responsibilities included
leasing, maintenance, and rent collection activities. In December, 1989 the
Trust received a Private Letter Ruling from the Internal Revenue Service
permitting the Trust to manage its properties directly, rather than through
outside property management firms. During 1993, the estimated cost of
internal property management of the Trust's apartment properties was
approximately 3.2% of rents collected versus the 4-5% fee typically charged
by independent fee management companies in the Trust's region. In
determining its cost, the Trust considers all direct and indirect costs
associated with the internal property management function. Near the end of
1992, management of the Trust determined that the Trust should devote
substantially all of its resources to the apartment business. Consequently,
the Trust has decided not to acquire additional commercial properties over
the next few years. Although no formal plans for divestiture have been made,
the Trust expects them to be sold or otherwise disposed of at gains.
Effective April 1, 1993, the Trust engaged independent fee management
companies to manage all but three of its commercial properties. Prior to
that time, the Trust had self-managed all but three of its properties.
A significant aspect of the Trust's investment strategy has been to
concentrate its investments within the Southeast. The Trust currently owns
properties from the Baltimore/ Washington corridor to Tampa, Florida, as well
as Nashville, Tennessee. This strategy of geographically focusing on one
region, the southeastern U.S., has enabled management to regularly inspect
each property and to monitor developments in local real estate markets. Over
the past few years, the Trust has entered several new markets within this
region including, Washington, D.C.; Greensboro, North Carolina;
Greenville/Spartanburg, South Carolina; Orlando, Tampa and Melbourne,
Florida; Baltimore, Maryland; and Nashville, Tennessee. As of December 31,
1993, the Trust's real estate portfolio was geographically distributed as set
forth in the table on the following page.
Number of Percentage of Real
Properties owned Estate owned at Cost
Virginia:
Richmond 21 20%
Tidewater (1) 7 8%
Alexandria/Northern Va 3 4%
Other 5 2%
36 34%
North Carolina:
Charlotte 8 9%
Raleigh/Durham 7 9%
Wilmington 3 3%
Other 8 6%
26 27%
South Carolina:
Columbia 6 7%
Greenville/Spartanburg 3 3%
Other 3 4%
12 14%
Florida:
Tampa/Clearwater 5 7%
Orlando 2 2%
Other 1 1%
8 10%
Tennessee:
Nashville 3 3%
Other 1 1%
4 4%
Georgia (all Atlanta) 4 6%
Maryland:
Columbia 2 3%
Other 1 2%
3 5%
Total 93 100%
(1) Includes Virginia Beach, Hampton, Newport News, Portsmouth and
Gloucester.
As a qualified REIT, the Trust distributes a substantial portion of its
cash flow to its shareholders in the form of dividends. Over the past
several years, these distributions have exceeded 80% of the Trust's cash flow
from operating activities and its funds from operations. Consequently, the
Trust has financed its portfolio growth through a variety of primarily
external sources. On February 24, 1993, the Trust completed a private
placement of $52 million of senior unsecured notes with three insurance
companies at an interest rate of 7.98%, maturing in annual installments of
$7.4 million each in 1997 through 2003. The proceeds of the debt placement
were utilized to repay $50 million of short term bank debt that had been
incurred in connection with certain apartment acquisitions since mid-
December, 1992. In early July, 1993, the Trust issued 6,095,000 shares of
Common Stock in a public offering at $13.50 per share. Net proceeds of the
offering, after deducting underwriting commissions and direct offering costs,
aggregated approximately $78 million of which approximately $35 million was
used to repay, in full, then outstanding short term bank debt. The remaining
proceeds were invested primarily in additional apartment acquisitions during
the second half of 1993. Also, at the beginning of July, 1993, the Trust
completed a refunding of $13.8 million of 30-year tax-exempt housing bonds
encumbering two Maryland apartment communities that had been acquired at the
end of 1992. The bonds were sold in a public offering, mature in 30 years
and have a weighted average life of 22.3 years and bear a weighted average
interest rate of 5.91%. Because a portion of the funds raised through these
financing transactions was used to retire or replace debt, the Trust utilized
62% equity and 38% debt during the year to fund its apartment acquisition and
improvement program. These funds had an estimated first year cost to the
Trust of 7.2%.
In the past, the Trust leveraged a portion of its real estate portfolio
with fixed rate mortgage debt. As the Trust's capital base has broadened
over the past several years primarily through its sale of Common Stock in
1986, 1988, 1989, 1991, 1992, and 1993, its financial strength and credit
standing have improved. In 1992, the Trust's implied senior debt rating was
upgraded to BBB+ by Standard & Poor's. As a result of this investment grade
rating, alternate forms of debt having a lower cost than traditional mortgage
financing have become available. Management anticipates that the Trust will
continue to retire its higher rate mortgage debt when it can be replaced with
lower cost debt or equity. As of March, 1994, seventy-three properties and
parts of several other properties are unencumbered by mortgage debt. The
unencumbered properties have a total cost of approximately $456 million.
Consequently, if these properties were leveraged with 50% mortgage debt, then
the Trust could generate in excess of $200 million in mortgage financing
proceeds, should it become necessary, thereby providing some flexibility in
the Trust's financing alternatives.
In mid-December, 1992, the Trust entered into revolving credit
agreements with three commercial banks for an aggregate of $40 million which
was subsequently increased to $45 million in July, 1993. These credit
facilities currently expire in June, 1994, but are renewable annually by
mutual agreement between the Trust and each bank. In March, 1994, the Trust
entered into another line of credit agreement for $12.5 million with one of
these banks and simultaneously renewed its $15 million revolving credit
facility with that bank through June, 1995. Borrowings under the lines bear
interest at rates ranging from LIBOR plus 5/8% to the respective bank's prime
rate, depending on the level of debt employed by the Trust. The Trust also
has $16 million of additional available lines of credit with the same three
banks at rates generally below the respective lending bank's prime rate. The
Trust will seek to further expand these credit arrangements during 1994. At
December 31, 1993, the Trust had $28.65 million of borrowings outstanding
under the revolving credit facilities and no borrowings outstanding under its
lines of credit. On March 7, 1994, the Trust filed a Registration Statement
for the purpose of selling $75 million of senior unsecured notes. The
proceeds will be used to curtail bank debt and for additional apartment
acquisitions.
At the end of 1993, the apartment portion of the Trust's portfolio
included seventy-four complexes having a total of 17,914 units and
constituting 86% of the Trust's real estate owned, at cost. During 1993, the
Trust acquired seventeen apartment complexes having a total of 4,082 units,
a 30% increase in the number of units owned. During 1993, 1992, and 1991,
apartments provided approximately 89%, 85% and 82% respectively, of the
Trust's rental income. The Trust's apartments consist primarily of middle
and moderate income complexes which make up the broadest segment of the
apartment market. Management believes that well located apartments offer the
Trust a good combination of current income and longer term equity growth.
Although there is no known move toward rent control in any of the markets in
which the Trust now owns apartments, should rent control legislation be
enacted, the Trust's ability to raise rents to cover increases in operating
expenses might be impaired. While the Trust has been largely unaffected by
announced military cutbacks and base closures, the effect of future defense
cuts on the Trust's region is unknown, but as the Trust has expanded beyond
Virginia and North Carolina, the impact of significant reductions should be
less than it might have been a few years ago. The Trust has purposely
avoided entering new markets such as Charleston, South Carolina and
Jacksonville, Florida because of their exposure to reduced defense spending.
Management expects the Trust's apartment business to strengthen during
the next three years as expectations are high for steady growth in the
Trust's apartment portfolio. While vigorous single-family home buying due to
low mortgage rates, lower down payments and increased consumer confidence had
a moderating effect on the Trust's occupancy levels during 1993, the market
for apartments generally benefitted from job growth that occurred during this
same period. Management believes that demand for apartments within the
Southeast will grow faster than the national average for several reasons
including both population and job growth rates that are projected to be
approximately 50% greater than the national average.
The volume of new apartment construction has been very low for the past
three years both nationally and in the Southeast. Thus, very few new units
will come to market in 1994 or the first half of 1995 in the Trust's region.
Factors such as high impact fees and increasing material prices, including
lumber, make new apartment development and construction expensive. With few
new apartments coming into the market in 1994 and a steady job growth in the
Southeast region, management expects occupancy gains and rent growth for the
properties currently owned by the Trust.
The Trust has increased the number of apartments owned by 64% over the
past two years not only because of the outlook for apartments, but also
because of several factors that have created an environment conducive to
making attractive apartment acquisitions:
- Prior to the 1986 Tax Reform Act, many apartments were over-
financed by syndication groups in order to maximize tax write-offs.
With too much debt and not enough growth in occupancy and rents,
these apartments needed an infusion of capital in order to be
properly operated and maintained. However, there was no incentive
for their owners to invest additional capital because their
original inducement, tax benefits, was no longer available.
Consequently, many of these properties were placed in bankruptcy,
were taken back by the lender to be resold, or have been sold by
the owning syndicate.
- Much of the over-financing of apartments came from savings and loan
institutions many of which, in turn, became troubled and were taken
over by the RTC.
- The combination of the demise of the savings and loan industry as
an apartment lender, pressure on banks to reduce real estate loans,
FHLMC leaving the multi-family mortgage market, and a general
tightening of mortgage requirements by the lending community made
it more difficult to obtain permanent loans for apartments. Thus,
refinancing has not been an option to a financially weak owner,
whose only option, then, is to sell.
These factors have led to a larger supply of apartments on the market
for sale over the past few years at a time when the Trust's cost of funds has
been at or near historical lows. The competition for apartment acquisitions
has driven prices higher over the past few years. However, the Trust has
been able to locate suitable apartment properties at acceptable prices within
its region. The Trust plans to continue to commit a substantial portion of
its portfolio to apartments and to aggressively buy apartments during 1994
assuming the continued supply of apartment product and the availability of
investment capital at acceptable costs. Management believes that apartments
will outperform other areas of investment real estate over the long term.
At December 31, 1993, commercial properties, primarily shopping centers,
constituted the remaining 14% of the Trust's real estate owned at cost.
During 1993, 1992, and 1991, commercial properties provided 11%, 15%, and
18%, respectively, of the Trust's rental income. The commercial portfolio
has become and will continue to become a less material portion of the total
portfolio.
Currently, shopping centers are overbuilt in the Southeast.
Additionally, major tenant changes over the last few years from leveraged
buy-outs, recapitalization, and bankruptcies have made the shopping center
business more volatile. The occupancy of the Trust's nineteen commercial
properties remained at 84% in 1993, however, net operating income increased
4% as vacancies at larger spaces were offset during the year by the steady
absorption of smaller tenant space at higher rents.
After thoroughly evaluating its shopping center portfolio, retail trends
and the trends in shopping center business, the decision has been made not to
acquire any additional commercial properties. Management has also committed
to developing alternative strategies that will enable the Trust to dispose of
most of these properties over the next few years although no formal plan has
been adopted. In the interim, in April, 1993, the Trust engaged outside
property management for most of its shopping centers.
In most of the Trust's markets, the competition for tenants among
properties is very intense. Some competing properties are larger and/or
newer than the Trust's properties and offer features for prospective tenants
not offered by properties owned by the Trust. The competitive situation of
each property varies and intensifies as additional properties are
constructed.
The Trust expects to continue to aggressively acquire additional
apartment properties within the Southeast during 1994. When it is in the
market for new acquisitions, the Trust competes with numerous other
investors, including REITs, individuals, partnerships, corporations, pension
funds, syndicators, insurance companies, foreign investors, and other real
estate entities. Management believes that the Trust, in general, is well
positioned in terms of economic and other resources to compete effectively.
Even though the Trust has certain advantages over some of its competitors
because of its substantial presence in the region and its access to capital,
some competing investors are larger than the Trust in terms of assets and
other investment resources and may have a competitive advantage.
To date, compliance with Federal, State, and local environmental
protection regulations has not had a material effect upon the capital
expenditures, earnings, or competitive position of the Trust. However, over
the past few years, there have been increasing concerns raised regarding the
presence of asbestos and other hazardous materials in existing real estate
properties. In response to this, the Trust has adopted a property management
plan for hazardous materials. The plan (adopted March 1, 1991) calls for a
Phase I environmental site investigation and report to be completed over a
three year period for each property owned by the Trust and not previously
inspected. In addition, the plan requires that all proposed acquisitions be
inspected prior to acquisition. In general, within the Trust's region,
owners of property for sale have been required by purchasers to remove or
control asbestos and other environmental hazards prior to the transfer of the
property. Consequently, when the Trust sells properties in the future,
management anticipates that the Trust will similarly be required to remove or
control such hazards, if any. In some cases, the Trust has abandoned
otherwise economically attractive acquisitions because the costs of removal
or control have been prohibitive and/or the Trust has been unwilling to
accept the potential risks involved. Management believes that through
thorough professional environmental inspections and testing for asbestos and
other hazardous materials, coupled with a conservative posture toward
accepting known risk, the Trust can minimize its exposure to potential
liability associated with environmental hazards. The Trust is not aware of
any environmental hazards on or in its properties which individually or in
the aggregate may have a material adverse impact on its operations or
financial position. To the best of its knowledge, the Trust is in compliance
with all applicable environmental rules and regulations.
Item 2. Properties
The table below sets forth a summary of the Trust's portfolio of rental
properties owned at December 31, 1993. See also Notes 1 and 2 to Financial
Statements and Schedule XI - Summary of Real Estate Owned.
<TABLE>
NO. OF UNITS LAND HISTORICAL
YEAR OR SQUARE AREA IN COST ENCUMBRANCES
ACQUIRED FOOTAGE ACRES OCCUPANCY ($000's) ($000's)
<S> <C> <C> <C> <C> <C> <C>
APARTMENTS
2131 Apartments/Nashville, TN 1992 401 24.0 96% $10,199 $ --
Azalea/Richmond, VA 1984 156 11.7 94% 3,874 --
Bay Cove/Clearwater, FL 1992 336 22.0 93% 9,836 --
Bayberry Commons/Portsmouth, VA 1988 192 13.6 96% 4,927 --
Beechwood/Greensboro, NC 1993 208 21.0 97% 7,500 --
Braeland Commons/Columbia, MD 1992 172 8.7 94% 8,824 5,100
Bramblewood/Goldsboro, NC 1984 188 17.7 99% 4,352 710
Brynn Marr/Jacksonville, NC 1984 196 20.0 92% 5,124 --
Canterbury Woods/Charlotte, NC 1985 207 19.5 81% 7,010 --
Cedar Point/Raleigh, NC 1985 168 16.8 98% 7,322 --
Cinnamon Ridge/Raleigh, NC 1989 365 19.9 97% 8,153 7,000
Colonial Villa/Columbia, SC 1992 296 23.0 96% 6,871 --
Colony of Stone Mountain/Atlanta, GA 1990 404 49.6 74% 11,286 --
Colony Village/New Bern, NC 1984 171 12.4 92% 4,242 --
Country Walk/Columbia, SC 1991 208 17.4 88% 4,554 --
Courthouse Green/Richmond, VA 1984 266 21.2 96% 6,550 --
Courtney Square/Raleigh, NC 1993 200 23.0 97% 6,377 --
The Cove at Lake Lynn/Raleigh, NC 1992 225 27.5 96% 7,251 --
Craig Manor/Salem,VA 1987 108 5.5 92% 3,239 --
The Creek/Wilmington, NC 1992 198 10.0 93% 3,501 1,450
Crescent Square/Atlanta, GA 1989 360 29.6 86% 11,955 --
Dover Village/Orlando, FL 1993 296 30.0 90% 10,018 --
Eastwind/Virginia Beach, VA 1988 200 10.8 98% 6,654 --
Eden Commons/Columbia, MD 1992 232 12.0 92% 12,052 8,700
Emerald Bay/Charlotte, NC 1990 250 23.9 90% 7,236 --
English Hills/Richmond, VA 1991 576 39.7 94% 15,854 --
Forest Hills/Wilmington, NC 1992 279 24.0 96% 6,796 3,200
Forestbrook/Columbia, SC 1993 180 12.0 80% 3,643 --
Foxcroft/Tampa, FL 1993 192 8.7 89% 4,976 --
Gable Hill/Columbia, SC 1989 180 11.1 91% 6,797 --
Gatewater Landing/Glen Burnie, MD 1992 264 13.0 83% 8,456 --
Grand Oaks/Charlotte, NC 1984 243 14.9 91% 7,017 --
Hampton Court/Alexandria, VA 1993 308 13.1 95% 12,337 --
Harbour Town/Nashville, TN 1993 185 16.5 95% 4,099 --
Heather Lake/Hampton, VA 1980 252 19.7 98% 5,914 --
Heatherwood/Greenville, SC 1993 152 13.0 88% 3,613 --
Heritage Trace/Newport News, VA 1989 200 10.2 94% 4,681 3,900
The Highlands/Charlotte, NC 1984 176 17.2 84% 4,631 --
Key Pines/Spartanburg, SC 1992 241 20.0 91% 4,885 --
Lake Washington Downs/Melbourne, FL 1993 312 39.3 93% 6,416 --
The Lakes/Nashville, TN 1993 256 44.0 91% 7,349 --
Laurel Ridge/Roanoke, VA 1988 216 14.7 95% 3,978 3,000
Laurel Village/Richmond, VA 1991 159 16.3 89% 4,242 --
The Ledges/Winston-Salem, NC 1986 239 15.0 71% 6,606 --
Liberty Crossing/Jacksonville, NC 1990 286 21.0 93% 5,973 1,794
Meadow Run/Richmond, VA 1984 204 23.2 94% 5,142 --
Meadowdale Lakes/Richmond, VA 1984 516 55.9 95% 10,944 1,390
The Melrose/Dumfries, VA 1985 370 24.7 95% 8,161 5,320
Mill Creek/Atlanta, GA 1988 224 16.7 90% 7,803 --
Mill Creek/Wilmington, NC 1991 184 17.8 99% 5,824 --
Northview/Salem, VA 1978 132 6.2 95% 1,916 --
Olde West Village/Richmond, VA 1984/91 502 42.2 87% 15,563 3,987
Orange Orlando, Orlando, FL 1993 165 13.7 88% 4,189 --
Park Green/Raleigh, NC 1991 200 11.1 99% 5,600 --
Parkwood Court/Alexandria, VA 1993 189 5.5 86% 6,563 --
Patriot Place/Florence, SC 1985 168 9.1 99% 6,221 2,200
Peppertree/Charlotte, NC 1993 292 15.0 85% 9,255 --
Pinebrook/Clearwater, FL 1993 209 17.3 83% 4,278 --
Plum Chase/Columbia, SC 1991 300 22.2 94% 8,225 7,000
River Road/Ettrick, VA 1981 128 17.0 98% 2,649 --
Riverwind/Spartanburg, SC 1993 194 20.8 93% 7,192 --
Rollingwood/Richmond, VA 1984 278 22.2 84% 7,573 2,695
St. Andrews Commons/Columbia, SC 1993 336 25.0 94% 10,889 --
Spring Forest/Raleigh, NC 1991 404 42.4 98% 11,299 --
Stanford Village/Atlanta, GA 1989 135 13.6 97% 4,107 2,082
Summit-On-Park/Charlotte, NC 1984 80 2.8 87% 2,070 --
Summit West/Tampa, FL 1992 264 25.0 92% 7,468 --
Timbercreek/Richmond, VA 1983 160 14.7 85% 3,456 --
Towne Square/Hopewell, VA 1985 76 3.4 94% 1,767 1,260
Twin Rivers/Hopewell, VA 1982 149 10.0 93% 2,109 --
Village at Old Tampa Bay/Oldsmar, FL 1993 408 55.0 90% 12,513 --
Windsor Harbor/Charlotte, NC 1989 200 25.7 83% 6,192 --
Woodland Hollow/Charlotte, NC 1986 252 17.7 83% 7,419 3,371
Woodscape/Newport News, VA 1987 296 21.2 91% 9,672 --
</TABLE>
<PAGE>
Item 2. Properties (continued)
December 31, 1993
<TABLE>
NO. OF UNITS LAND HISTORICAL
YEAR OR SQUARE AREA IN COST ENCUMBRANCES
ACQUIRED FOOTAGE ACRES OCCUPANCY ($000's) ($000's)
<S> <C> <C> <C> <C> <C> <C>
SHOPPING CENTERS
Circle/Richmond, VA 1973 203,000 17.2 79% $4,096 $ --
Cumberland Square/Dunn, NC 1986 115,000 17.9 38%(1) 2,209 --
Deerfield Plaza/Myrtle Beach, SC 1984 84,000 9.5 99% 3,496 --
Glen Lea/Richmond, VA 1983 79,000 9.3 99% 3,790 2,479
Gloucester Exchange/Gloucester, VA 1987 104,000 14.2 61%(2) 3,364 --
Hanover Village/Richmond, VA 1986 100,000 28.3 98% 8,079 --
Kroger Sav-On/Waynesboro, VA 1980 49,000 3.9 94% 1,737 --
Laburnum Park/Richmond, VA 1990 71,000 9.3 92% 6,851 --
Laburnum Square/Richmond, VA 1981 99,000 12.3 97% 4,912 1,659
Meadowdale/Richmond, VA 1984 172,000 19.6 96% 6,056 967
Rite Aid/Richmond, VA 1984 16,000 1.5 92% 452 --
Rose Manor/Smithfield, NC 1986 110,000 15.1 52%(3) 1,266 --
The Village/Durham, NC 1986 212,000 21.6 93% 8,070 --
Village Square/Myrtle Beach, SC 1988 182,000 16.8 86% 11,132 --
Willow Oaks/Hampton, VA 1984 188,000 25.3 89% 8,896 3,620
OFFICE AND INDUSTRIAL BUILDINGS
Franklin St./Richmond, VA 1986 7,000 0.1 92% 421 --
Meadowdale Offices/Richmond, VA 1984 11,000 4.8 59%(4) 987 --
Statesman Park/Roanoke, VA 1975 60,000 5.2 58%(5) 737 --
Tri-County Buildings/Bristol, TN 1981 143,000 12.7 100% 2,438 --
</TABLE>
(1) Two anchor tenants occupying more than 60,000 square feet at this center
filed for bankruptcy during 1991.
(2) An anchor tenant occupying 53,000 sqaure feet at this center filed for
bankruptcy.
(3) An anchor tenant occupying 34,800 square feet vacated its space in May,
1992. This space has been leased as of June 1, 1994.
(4) On June 30, 1993 the Trust sold a specialty medical building that had been
vacant for the first half of the year.
(5) Building was vacated by the anchor tenant. The space was fully leased
effective June 15, 1993.
<PAGE>
Item 3. Legal proceedings
None
Item 4. Submission of matters to a vote of security holders
No matters were submitted to a vote of the Trust's shareholders during
the last quarter of its fiscal year ended December 31, 1993.
Executive officers
The executive officers of the Trust, listed below, serve in their
respective capacities for approximate one year terms and are subject to
re-election annually by the Board of Directors, normally in May of each year.
Name Age Office Since
John P. McCann 49 President and Chief 1974
Executive Officer
James Dolphin 44 Senior Vice President 1979
and Chief Financial Officer
Barry M. Kornblau 44 Senior Vice President and 1991
Director of Apartment
Operations
Mr. McCann, a Director, has been the Trust's managing officer since
1974, serving as its President since 1979, its Secretary from 1974 to 1980,
and its Treasurer from 1982 to 1985.
Mr. Dolphin, a Director, was first employed by the Trust in May, 1979 as
Controller and served as Corporate Secretary from 1980 to January, 1993. He
was elected Vice President of Finance in 1985 and Senior Vice President in
1987. Prior to joining the Trust, Mr. Dolphin was employed by Arthur Young
and Company, Certified Public Accountants.
Mr. Kornblau joined the Trust in 1991 as Senior Vice President and
Director of Apartment Operations. From 1985 through 1990, he was President
and Chief Executive Officer of Summit Realty Group, Inc. which managed the
Trust's apartment properties during that period. He is a licensed real
estate broker and a C.P.M.
Part II
Item 5. Market for registrant's common equity and related stockholder matters
Incorporated herein by reference from the captions "Common Stock Price"
and "Shareholders" appearing on the inside back cover of the Trust's 1993
Annual Report to Shareholders, included in Exhibit 13. Information regarding the
Trust's dividend policy is included in Item 7.
Item 6. Selected financial data
Incorporated herein by reference from the caption "Selected Financial
Information" appearing on page 7 of the Trust's preliminary prospectus dated
March 29, 1994, included in the Form S-3 Registration Statement (Registration
No. 33-52521) filed with the Securities and Exchange Commission on March 7, 1994
and amended on March 29, 1994 included in Exhibit 99(ii).
Item 7. Management's discussion and analysis of financial condition and
results of operations.
Incorporated herein by reference from the caption "Management's
Discussion of Financial Condition and Operations" appearing on pages 8 through
10 of the Trust's preliminary prospectus dated March 29, 1994, included in the
Form S-3 Registration Statement (Registration No. 33-52521) filed with the
Securities and Exchange Commission on March 7, 1994 and amended on March 29,
1994 included in Exhibit 99(ii).
Item 8. Financial statements and supplementary data
The Trust's financial statements at December 31, 1993 and 1992 and for
each of the three years in the period ended December 31, 1993, and the
independent auditor's report thereon and the Trust's unaudited quarterly
financial data for the two-year period ended December 31, 1993 are
incorporated herein by reference from pages F-1 through F-14 of the Trust's
preliminary prospectus dated March 29, 1994, included in the Form S-3
Registration Statement (Registration No. 33-52521) filed with the Securities and
Exchange Commission on March 7, 1994 and amended on March 29, 1994 included in
Exhibit 99(ii).
Item 9. Changes in and disagreements with accountants on accounting and
financial disclosure
None
Part III
Item 10. Directors and executive officers of the registrant
Incorporated herein by reference from the Trust's definitive proxy
statement to be filed with respect to its Annual Meeting of Shareholders to
be held on May 10, 1994.
Information regarding the executive officers of the Trust is included in
Part I. The Trust also employs five other officers who hold the office of
vice president or equivalent as follows:
Curtis W. Carter, 37, joined the Trust in 1991 as Assistant Vice
President in charge of apartment property management and was subsequently
elected Vice President. From December 1985 through 1990, he was Vice
President of Property Management for Summit Realty Group, Inc. He is a CPM.
Richard B. Chess, 40, joined the Trust in October, 1987 as Director of
Acquisitions. He was elected Assistant Vice President in 1988 and Vice
President in 1989. From 1984 to 1987 he was employed by Manufacturers Life
Insurance Company as Senior Analyst - Real Estate Syndications. He
previously served in the Pennsylvania General Assembly and is admitted to the
practice of law in Virginia and Pennsylvania.
Jerry A. Davis, 31, joined the Trust in March, 1989 as Controller and
was subsequently elected Assistant Secretary. In 1991 he was elected Vice
President and Controller-Corporate Accounting. From 1986 to 1989, he was
employed by Crestar Bank, Richmond, Virginia, as an officer and financial
analyst. He was previously employed by Arthur Young & Company, Certified
Public Accountants, Richmond, Virginia. He is a certified public accountant.
Richard A. Giannotti, 38, joined the Trust as Director of Development
and Construction in September, 1985. He was elected Assistant Vice President
in 1988 and Vice President in 1989. Prior to joining the Trust he was
employed as Project Manager by Vaughan Associates, Architects and by
Beckstoffer and Associates, Architects, both of Richmond, Virginia. He is a
registered architect.
Katheryn E. Surface, 35, joined the Trust in 1992 as Assistant Vice
President and Legal Counsel and in 1993 was elected General Counsel,
Corporate Secretary and Vice President. From 1986 to 1992, she was an
attorney with the law firm of Hunton and Williams, the Trust's outside
counsel.
Item 11. Executive compensation
Incorporated herein by reference from the Trust's definitive proxy
statement to be filed with respect to its Annual Meeting of Shareholders to
be held on May 10, 1994.
Item 12. Security ownership of certain beneficial owners and management
Incorporated herein by reference from the Trust's definitive proxy
statement to be filed with respect to its Annual Meeting of Shareholders to
be held on May 10, 1994.
Item 13. Certain relationships and related transactions
Incorporated herein by reference from the Trust's definitive proxy
statement to be filed with respect to its Annual Meeting of Shareholders to
be held on May 10, 1994.
Part IV
Item 14. Exhibits, financial statement schedules, and reports on Form 8-K
(a) The following documents are filed as a part of this report and are
hereby incorporated by reference:
Page Numbers (manually signed original)
Preliminary Prospectus
Dated March 29, 1994,
Contained in the
Trust's Form S-3
Registration Statement
(Registration No. 33-52521)
Filed with the
Securities and
Exchange Commission
on March 7, 1994 and
amended on March 29, 1994 Form
(Exhibit 99(ii)) 10-K
1. Financial Statements:
Report of Ernst & Young, Independent Auditors F-2 27
Balance sheets at December 31, 1993 and 1992 F-3 28
Statements of operations for each of the three
years in the period ended December 31, 1993 F-4 29
Statements of shareholders' equity for each of
the three years in the period ended
December 31, 1993 F-6 31
Statements of cash flows for each of the three
years in the period ended December 31, 1993 F-5 30
Notes to financial statements F-7 through F-14 32-39
Supplementary information - Quarterly
financial data (unaudited) F-14 39
2. Financial Statement Schedules
Schedule II - Amounts Receivable from Directors,
Officers, and Employees 41
Schedule VIII - Valuation and Qualifying Accounts 42
Schedule X - Supplementary Earnings Statement
Information 43
Schedule XI - Summary of Real Estate Owned 44 - 45
All other schedules are omitted since the required information is not
present or is not present in amounts sufficient to require submission of
the schedule, or because the information required is included in the
financial statements and notes thereto.
3. Exhibits
The exhibits listed on the accompanying exhibit index are filed as part
of this annual report.
(b) Reports on Form 8-K
(i) A Form 8-K dated December 22, 1993 was filed with the
Securities and Exchange Commission on December 22, 1993
and amended by Form 8-K/A dated February 18, 1994.
The filing reported the acquisition of certain properties
which in the aggregate were deemed to be significant. The
financial statements filed as part of this report are
statements of rental operations of the Village at Old Tampa
Bay Apartments, Peppertree Apartments and Beechwood
Apartments.
UNITED DOMINION REALTY TRUST, INC.
EXHIBIT INDEX
Item 14 (a)
References to pages under the caption "Location" are to sequentially
numbered pages of the manually signed original of this Form 10-K, and
references to exhibits, forms, or other filings indicate that the form or
other filing has been filed, that the indexed exhibit and the exhibit
referred to are the same and that the exhibit referred to is incorporated by
reference.
Exhibit Description Location
3(a)(i) Restated Articles of Incorporation Exhibit 3 to the Trust's
Quarterly Report on Form
10-Q for the quarter
ended June 30, 1992
3(a)(ii) Amendment of Restated Articles Exhibit 6(a)(l) to the
of Incorporation Trust's Form 8-A
Registration Statement
3(b) By-Laws Exhibit 4(c) to the
Trust's Form S-3
Registration Statement
(Registration No.
33-44743) filed
with the Commission on
December 31, 1991
4(i) Specimen Common Stock Pages 46 through 47
Certificate
4(ii)(a) Loan Agreement dated as of Exhibit 6(c)(l) to the
November 7, l991, between the Trust's Form 8-A
Trust and Aid Association for Registration Statement
Lutherans
4(ii)(b) Loan Agreement dated as of Exhibit 6(c)(2)
November 14, 1991, between the to the Trust's Form 8-A
Trust and Signet Bank/Virginia Registration Statement
4(ii)(c) Note Purchase Agreement dated Exhibit 6(c)(3) to
as of February 19, 1992, between the Trust's Form 8-A
the Trust and Principal Mutual Registration Statement
Life Insurance Company
4(ii)(d) Credit Agreement dated as of Exhibit 6(c)(4) to the
December 15, 1992, between the Trust's Form 8-A
Trust and Signet Bank/Virginia Registration Statement
4(ii)(e) Note Purchase Agreement dated Exhibit 6(c)(5) to the
as of January 15, l993, between Trust's Form 8-A
the Trust and CIGNA Property Registration Statement
and Casualty Insurance Company,
Connecticut General Life
Insurance Company, Connecticut
General Life Insurance Company,
on behalf of one or more
separate accounts, Insurance
Company of North America,
Principal Mutual Life
Insurance Company and Aid
Association for Lutherans
The Trust agrees to furnish to the Commission on request a copy of any
instrument with respect to long-term debt of the Trust or its subsidiary the
total amount of securities authorized under which does not exceed 10% of the
total assets of the Trust.
10(i) Employment Agreement between Exhibit 10(v)(i)to
the Trust and John P. McCann, Form 10-K for the year
dated October 29, l982 ended December 31, 1982.
10(ii) Employment Agreement between Exhibit 10(v)(ii) to
the Trust and James Dolphin, Form 10-K for the year
dated October 29, l982 ended December 31, 1982.
10(iii) Employment Agreement between Exhibit 10(iii) to
the Trust and Barry M. Kornblau, Form 10-K for the year
dated January 1, 1991. December 31, 1990.
10(iv) 1985 Stock Option Plan, Exhibit B to the Trust's
as amended definitive proxy
statement dated
April 13, 1992.
10(v) 1991 Stock Purchase and Loan Exhibit 10(v) to
Plan Form 10-K for the year
ended December 31, 1991.
13 Page of the Trust's 1993 Page 21
Annual Report to Shareholders
that includes information
incorporated by reference
into this Form 10-K.
21 The Trust's only subsidiary is The Commons of Columbia, Inc.,
a Virginia corporation, which does not do business under
any other name.
24 Consent of Independent Page 40
Auditors
99(ii) Pages 7 through 10, Pages 22 through 39
inclusive, and pages F-1
through F-14, inclusive
of the preliminary
prospectus dated March 29,
1994, included in the Trust's
Form S-3 Registration
Statement (Registration No.
33-52521) filed with the
Commission on March 7, 1994
and amended on March 29, 1994.
With the exception of the information incorporated by reference into
Item 5, the 1993 Annual Report to Shareholders is not deemed filed as part of
this report.
<PAGE>
ANNUAL REPORT ON FORM 10-K
ITEM 14(a)(1) and (2), (c) and (d)
FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
CERTAIN EXHIBITS
FINANCIAL STATEMENT SCHEDULES
YEAR ENDED DECEMBER 31, 1993
UNITED DOMINION REALTY TRUST, INC.
RICHMOND, VIRGINIA
<PAGE>
General information
General Offices
United Dominion Realty Trust
10 S. Sixth Street, Suite 203
Richmond, Virginia 23219-3802
(804)780-2691
(804)343-1912 FAX
General Counsel
Hunton & Williams
Riverfront Plaza-East Tower
901 E. Byrd Street
Richmond, Virginia 23219-4074
Independent Auditors
Ernst & Young
901 East Cary Street
Richmond, Virginia 23219
Transfer Agent
Mellon Securities Trust Company
Four Station Square, 3rd Floor
Pittsburgh, Pennsylvania 15219-1173
Shareholders
On March 1, 1994, the Trust had 4,505
shareholders of record.
Employees
As of February 20, 1994, the Trust had
556 full and part-time employees.
Annual Meeting
The Annual Meeting of Shareholders is
scheduled for Tuesday, May 10, 1994, at
4:00 p.m., at the Omni Richmond Hotel in
Richmond, Virginia. All Shareholders are
cordially invited to attend.
Member
National Association of Real Estate
Investment Trusts (NAREIT)
National Apartment Association
National Multi-Housing Council
International Council of Shopping Centers
Stock Listing
New York Stock Exchange
Symbol UDR
10-K Report
The Trust offers its shareholders, without
charge, copies of its Annual Report on Form
10-K, as reported to the Securities and
Exchange Commission.
Dividend Reinvestment and Stock Purchase Plan
The Trust offers its shareholders the opportunity
to purchase additional shares of common stock
through the Dividend Reinvestment and Stock Purchase
Plan. Information regarding the Plan can be obtained
directly from the Trust's office. Requests should be
addressed to Shareholder Relations, United Dominion
Realty Trust, at the Trust's office.
Common Stock Price
The table below sets forth the range of the
high and low sales prices per share for each
quarter of the last two years. Dividend information
reflects dividends declared for each calendar
quarter and paid at the end of the following month.
Information for 1992 and the first quarter of 1993
give retroactive effect to a 2-for-1 stock split in
May 1993.
Dividend
1992 High Low Declared
1st Quarter $11 1/2 $10 $.165
2nd Quarter 10 13/16 9 3/4 .165
3rd Quarter 12 3/16 10 9/16 .165
4th Quarter 12 11/16 10 7/8 .165
1993
1st Quarter $14 13/16 $11 7/8 $.175
2nd Quarter 14 5/8 12 1/2 .175
3rd Quarter 16 5/8 13 1/2 .175
4th Quarter 16 7/8 12 5/8 .175
<PAGE>
<TABLE>
Schedule II
UNITED DOMIINION REALTY TRUST, INC.
AMOUNTS RECEIVABLE FROM DIRECTORS, OFFICERS AND EMPLOYEES
For the years ended December 31, 1993, 1992, and 1991
Balance at
Beginning Amounts Amounts Balance at End of Period
Name of Debtor(1) of Period Additions Collected written off Current Not Current
<S> <C> <C> <C> <C> <C> <C>
December 31, 1993:
Directors and officers in excess of
$100,000 at any time during the year:
John P. McCann $824,889 $340,625 $276 -- -- $1,165,238
James Dolphin 278,888 204,375 167 -- -- 483,096
Barry M. Kornblau 278,888 204,375 4,106 -- -- 479,157
Curtis W. Carter 185,925 136,250 111 -- -- 322,064
Richard B. Chess 184,498 136,250 192 -- -- 320,556
Jerry A. Davis 185,925 136,250 111 -- -- 322,064
Richard A. Giannotti 185,925 136,250 111 -- -- 322,064
Charles E. Walker 185,925 102,188 111 -- -- 288,002
Milton A. Scott, Jr. 139,445 136,250 84 -- -- 275,611
Katheryn E. Surface -- 136,250 -- -- -- 136,250
Myra K. Tedder -- 102,187 -- -- -- 102,187
All Others 92,963 74,938 56 -- -- 167,845
Total $2,543,271 $1,846,188 $5,325 -- -- $4,384,134
December 31, 1992:
Directors and officers in excess of
$100,000 at any time during the year:
John P. McCann $465,625 $362,500 $3,236 -- -- $824,889
James Dolphin 279,375 -- 487 -- -- 278,888
Barry M. Kornblau 279,375 -- 487 -- -- 278,888
Curtis W. Carter 186,250 -- 325 -- -- 185,925
Richard B. Chess 186,250 -- 1,752 -- -- 184,498
Jerry A. Davis 186,250 -- 325 -- -- 185,925
Richard A. Giannotti 186,250 -- 325 -- -- 185,925
Charles E. Walker 186,250 -- 325 -- -- 185,925
Milton A. Scott, Jr. 139,688 -- 243 -- -- 139,445
All Others 186,250 -- 93,287 -- -- 92,963
Total $2,281,563 $362,500 $100,792 -- -- $2,543,271
December 31, 1991:
Directors and officers in excess of
$100,000 at any time during the year:
John P. McCann -- $465,625 -- -- -- $465,625
James Dolphin -- 279,375 -- -- -- 279,375
Barry M. Kornblau -- 279,375 -- -- -- 279,375
Curtis W. Carter -- 186,250 -- -- -- 186,250
Richard B. Chess -- 186,250 -- -- -- 186,250
Jerry A. Davis -- 186,250 -- -- -- 186,250
Richard A. Giannotti -- 186,250 -- -- -- 186,250
Charles E. Walker -- 186,250 -- -- -- 186,250
Milton A. Scott, Jr. -- 139,688 -- -- -- 139,688
All Others -- 186,250 -- -- -- 186,250
Total -- $2,281,563 -- -- -- $2,281,563
</TABLE>
(1) In 1991, 1992 and 1993 the Trust entered into stock purchase agreements
whereby certain officers purchased shares of common stock at the then current
market price. The Trust provides 100% financing for the purchase of the stock
with interest payable quarterly at rates escalating from 7% to 8-1/2%. The
underlying notes mature beginning in November, 1998. The Trust holds as
collateral all stock purchased through this plan.
<PAGE>
<TABLE>
UNITED DOMINION REALTY TRUST, INC. Schedule VIII
VALUATION AND QUALIFYING ACCOUNTS
For the years ended December 31, 1993 and 1992
Charged to
Balance at Charged to Other
Beginning Costs and Accounts Deductions Balance at End
Description of Period Expenses Describe Describe of Period
<S> <C> <C> <C> <C> <C>
Year ended December 31, 1993:
Allowance for possible investment losses $1,564,000 - - - - - - $1,564,000 (1)
Year ended December 31, 1992:
Allowance for possible investment losses - - $1,564,000 - - - - $1,564,000 (1)
</TABLE>
(1) The balance is netted against the cost of real estate owned on the balance
sheet
<PAGE>
SCHEDULE X
UNITED DOMINION REALTY TRUST, INC.
SUPPLEMENTARY EARNINGS STATEMENT INFORMATION
THREE YEARS ENDED DECEMBER 31, 1993
(DOLLARS IN THOUSANDS)
Charged to Expense
Description 1993 1992 1991
Advertising $1,078 $731 $652
Rental Promotions 420 650 553
Other items requiring disclosure are not shown as they are less than 1% of
rental income.
<PAGE>
<TABLE>
SCHEDULE XI.
Summary of Real Estate Owned Cost of
Improvements
Capitalized
Initial Cost to Trust Subsequent to
Land and Buildings Acquisition
Encumbrances Land and (Net of
(a) Improvements Improvements Disposals)
<S> <C> <C> <C> <C>
Apartments:
2131 Apartments/Nashville, TN $ -- $ 869,860 $ 9,155,185 $ 173,669
Azalea/Richmond, VA -- 272,522 2,721,686 880,155
Bay Cove/Clearwater, FL -- 2,928,847 6,578,257 329,090
Bayberry Commons/Portsmouth, VA -- 516,800 3,485,645 924,711
Beechwood/Greensboro, NC -- 1,409,377 6,086,677 3,600
Braeland Commons/Columbia, MD 5,100,000 1,564,942 7,006,574 252,309
Bramblewood/Goldsboro, NC 710,132 401,538 3,150,912 799,565
Brynn Marr/Jacksonville, NC -- 432,974 3,821,508 869,786
Canterbury Woods/Charlotte, NC -- 409,675 5,011,435 1,588,657
Cedar Point/Raleigh, NC -- 75,400 4,514,435 2,731,942
Cinnamon Ridge/Raleigh, NC 7,000,000 967,230 3,337,197 3,848,505
Colonial Villa/Columbia, SC -- 1,014,181 5,100,269 756,082
Colony of Stone Mtn/Atlanta, GA -- 3,160,000 5,641,646 2,484,520
Colony Village/New Bern, NC -- 346,330 3,036,956 859,084
Country Walk/Columbia, SC -- 422,112 3,133,623 998,080
Courthouse Green/Richmond, VA -- 732,050 4,702,353 1,115,759
Courtney Square/Raleigh, NC -- 1,114,600 5,119,259 142,786
The Cove at Lake Lynn/Raleigh, NC -- 1,723,363 5,303,760 223,416
Craig Manor/Salem,VA -- 282,200 2,419,570 536,883
The Creek/Wilmington, NC 1,450,000 417,500 2,506,206 576,962
Crescent Square/Atlanta, GA -- 1,057,000 6,865,036 4,032,689
Dover Village/Orlando, FL -- 2,894,702 6,456,100 667,650
Eastwind/Virginia Beach, VA -- 155,000 5,316,738 1,182,502
Eden Commons/Columbia, MD 8,700,000 2,361,167 9,384,170 306,846
Emerald Bay/Charlotte, NC -- 626,070 4,722,862 1,887,461
English Hills/Richmond, VA -- 1,979,174 11,524,313 2,350,445
Forest Hills/Wilmington, NC 3,200,000 1,028,000 5,420,478 347,859
Forestbrook/Columbia, SC -- 395,516 2,902,040 345,803
Foxcroft/Tampa, FL -- 749,400 3,927,644 298,685
Gable Hill/Columbia, SC -- 824,847 5,307,194 664,950
Gatewater Landing/Glen Burnie, MD -- 2,078,422 6,084,526 293,273
Grand Oaks/Charlotte, NC -- 446,075 4,463,344 2,107,769
Hampton Court/Alexandria, VA -- 7,388,420 4,811,937 136,376
Harbour Town/Nashville, TN -- 572,567 3,522,092 4,250
Heather Lake/Hampton, VA -- 616,800 3,400,672 1,896,343
Heatherwood/Greenville, SC -- 354,566 3,234,105 23,871
Heritage Trace/Newport News, VA 3,900,000 880,000 2,312,285 1,488,361
The Highlands/Charlotte, NC -- 321,400 2,830,346 1,479,345
Key Pines/Spartanburg, SC -- 601,693 3,773,304 509,548
The Lakes/Nashville, TN -- 1,285,657 5,980,197 82,799
Lake Washington Downs/Melbourne, FL -- 1,434,450 4,940,166 41,265
Laurel Ridge/Roanoke, VA 3,000,000 445,400 2,531,357 1,000,816
Laurel Village/Richmond, VA -- 694,281 3,119,716 428,090
The Ledges/Winston-Salem, NC -- 492,283 1,561,947 4,551,503
Liberty Crossing/Jacksonville, NC 1,793,876 840,000 3,873,139 1,259,980
Meadow Run/Richmond, VA -- 636,059 3,423,884 1,082,435
Meadowdale Lakes/Richmond, VA 1,390,345 1,581,671 6,717,237 2,645,121
The Melrose/Dumfries, VA 5,320,000 662,000 3,705,404 3,793,895
Mill Creek/Atlanta, GA -- 529,800 3,996,252 3,276,757
Mill Creek/Wilmington, NC -- 597,248 4,618,561 608,311
Northview/Salem, VA -- 171,600 1,238,501 505,984
Olde West Village/Richmond, VA 3,986,663 1,965,097 12,203,965 1,393,523
Orange Orlando/Orlando, FL -- 1,233,151 2,177,417 778,926
Park Green/Raleigh, NC -- 500,000 4,321,872 777,660
Parkwood Court/Alexandria, VA -- 2,482,633 3,813,116 267,210
Patriot Place/Florence, SC 2,200,000 212,500 1,600,757 4,407,295
Peppertree/Charlotte, NC -- 1,546,267 7,699,221 9,600
Pinebrook/Clearwater,FL -- 1,780,375 2,458,172 39,500
Plum Chase/Columbia, SC 7,000,000 802,750 3,149,607 4,272,431
River Road/Ettrick, VA -- 229,699 1,648,394 770,725
Riverwind/Spartanburg, SC -- 802,484 6,386,212 3,600
Rollingwood/Richmond, VA 2,694,994 777,971 5,058,707 1,736,206
St. Andrews Commons/Columbia, SC -- 1,428,826 9,371,378 88,827
Spring Forest/Raleigh, NC -- 1,257,500 8,586,255 1,455,595
Stanford Village/Atlanta, GA 2,081,871 884,500 2,807,839 414,265
Summit-on-Park/Charlotte, NC -- 147,000 1,021,602 901,026
Summit West/Tampa, FL -- 2,176,500 4,709,970 581,155
Timbercreek/Richmond, VA -- 379,000 2,030,525 1,046,299
Towne Square/Hopewell, VA 1,260,000 109,500 909,897 747,721
Twin Rivers/Hopewell, VA -- 149,200 885,671 1,074,385
Village at Old Tampa Bay/Oldsmar, FL -- 1,750,320 10,756,337 5,880
Windsor Harbor/Charlotte, NC -- 475,000 3,928,113 1,789,302
Woodland Hollow/Charlotte, NC 3,370,516 755,000 5,393,023 1,271,252
Woodscape/Newport News, VA -- 798,700 7,209,525 1,663,935
</TABLE>
<PAGE>
<TABLE>
SCHEDULE XI.
Summary of Real Estate Owned (continued) Cost of
Improvements
Capitalized
Initial Cost to Trust Subsequent to
Land and Buildings Acquisition
Encumbrances Land and (Net of
(a) Improvements Improvements Disposals)
<S> <C> <C> <C> <C>
Shopping Centers:
Circle/Richmond, VA $ -- $ 885,964 $ 1,836,464 $ 1,373,342
Cumberland Square/Dunn, NC -- 661,636 832,148 714,837
Deerfield Plaza/Myrtle Beach, SC -- 883,767 2,182,509 429,622
Glen Lea/Richmond, VA 2,478,924 559,993 649,500 2,580,539
Gloucester Exchange/Gloucester, VA -- 403,688 2,278,553 681,460
Hanover Village/Richmond, VA -- 1,928,339 987,416 5,163,699
Kroger Sav-On/Waynesboro, VA -- 319,300 990,901 426,566
Laburnum Park/Richmond, VA 2,599,657 4,188,394 63,071
Laburnum Square/Richmond, VA 1,659,135 773,804 2,178,622 1,959,792
Meadowdale/Richmond, VA 966,771 1,099,620 3,875,145 1,080,969
Rite Aid/Richmond, VA -- 158,879 216,177 76,517
Rose Manor/Smithfield, NC -- 496,000 1,038,694 (268,537)
The Village/Durham, NC -- 1,355,000 3,814,496 2,900,315
Village Square/Myrtle Beach, SC -- 3,070,000 6,429,614 1,632,507
Willow Oaks/Hampton, VA 3,620,000 934,220 1,211,045 6,750,443
Office and Industrial Buildings:
Franklin St./Richmond, VA -- 67,900 282,173 70,433
Meadowdale Offices/Richmond, VA -- 240,563 359,913 386,266
Statesman Park/Roanoke, VA -- 90,162 565,557 81,664
Tri-County Buildings/Bristol, TN -- 275,582 900,273 1,262,598
------------ ------------ ------------ ------------
$ 72,883,227 $ 93,210,815 $376,743,869 $112,258,965
============ ============ ============ ============
(a) Exclusive of discounts aggregating $21,750.
(b) The aggregate cost for federal income tax purposes was approximately $563
million at December 31, 1993 and $435 million at December 31, 1992.
<PAGE>
</TABLE>
<TABLE>
Gross Amount at Which
Carried at Close of Period
Land and Buildings
Land and Total Accumulated
Improvements Improvements (b) Depreciation
<S> <C> <C> <C> <C>
Apartments:
2131 Apartments/Nashville, TN 919,556 $ 9,279,158 $10,198,714 $ 316,935
Azalea/Richmond, VA 399,136 3,475,227 3,874,363 1,311,777
Bay Cove/Clearwater, FL 2,999,647 6,836,547 9,836,194 258,442
Bayberry Commons/Portsmouth, VA 692,456 4,234,700 4,927,156 1,158,589
Beechwood/Greensboro, NC 1,409,377 6,090,277 7,499,654 18,080
Braeland Commons/Columbia, MD 1,606,569 7,217,256 8,823,825 264,040
Bramblewood/Goldsboro, NC 489,545 3,862,470 4,352,015 1,381,363
Brynn Marr/Jacksonville, NC 521,367 4,602,901 5,124,268 1,701,891
Canterbury Woods/Charlotte, NC 529,092 6,480,675 7,009,767 2,084,209
Cedar Point/Raleigh, NC 224,596 7,097,181 7,321,777 2,771,797
Cinnamon Ridge/Raleigh, NC 1,261,201 6,891,731 8,152,932 1,648,186
Colonial Villa/Columbia, SC 1,218,373 5,652,159 6,870,532 259,314
Colony of Stone Mtn/Atlanta, GA 3,859,818 7,426,348 11,286,166 1,534,439
Colony Village/New Bern, NC 454,512 3,787,858 4,242,370 1,475,933
Country Walk/Columbia, SC 608,232 3,945,583 4,553,815 390,149
Courthouse Green/Richmond, VA 869,336 5,680,826 6,550,162 2,113,158
Courtney Square/Raleigh, NC 1,127,494 5,249,151 6,376,645 91,935
The Cove at Lake Lynn/Raleigh, NC 1,750,578 5,499,961 7,250,539 263,868
Craig Manor/Salem,VA 342,013 2,896,640 3,238,653 736,901
The Creek/Wilmington, NC 423,509 3,077,159 3,500,668 197,995
Crescent Square/Atlanta, GA 1,325,602 10,629,123 11,954,725 2,185,058
Dover Village/Orlando, FL 2,927,950 7,090,502 10,018,452 192,427
Eastwind/Virginia Beach, VA 283,968 6,370,272 6,654,240 1,668,241
Eden Commons/Columbia, MD 2,410,094 9,642,090 12,052,184 361,997
Emerald Bay/Charlotte, NC 1,116,921 6,119,472 7,236,393 1,249,753
English Hills/Richmond, VA 2,418,394 13,435,538 15,853,932 1,202,701
Forest Hills/Wilmington, NC 1,066,997 5,729,340 6,796,337 321,751
Forestbrook/Columbia, SC 409,235 3,234,124 3,643,359 62,160
Foxcroft/Tampa, FL 836,452 4,139,277 4,975,729 137,670
Gable Hill/Columbia, SC 1,038,293 5,758,698 6,796,991 1,046,656
Gatewater Landing/Glen Burnie, MD 2,091,408 6,364,813 8,456,221 239,476
Grand Oaks/Charlotte, NC 781,550 6,235,638 7,017,188 2,505,670
Hampton Court/Alexandria, VA 7,413,429 4,923,304 12,336,733 170,983
Harbour Town/Nashville, TN 572,568 3,526,341 4,098,909 11,387
Heather Lake/Hampton, VA 765,012 5,148,803 5,913,815 2,794,978
Heatherwood/Greenville, SC 359,682 3,252,860 3,612,542 31,315
Heritage Trace/Newport News, VA 1,142,674 3,537,972 4,680,646 1,022,246
The Highlands/Charlotte, NC 516,373 4,114,718 4,631,091 1,922,960
Key Pines/Spartanburg, SC 638,465 4,246,080 4,884,545 219,895
The Lakes/Nashville, TN 1,297,592 6,051,061 7,348,653 74,832
Lake Washington Downs/Melbourne,FL 1,434,450 4,981,431 6,415,881 48,757
Laurel Ridge/Roanoke, VA 641,237 3,336,336 3,977,573 1,009,878
Laurel Village/Richmond, VA 775,036 3,467,051 4,242,087 369,451
The Ledges/Winston-Salem, NC 1,108,507 5,497,226 6,605,733 2,439,000
Liberty Crossing/Jacksonville, NC 1,096,050 4,877,069 5,973,119 869,409
Meadow Run/Richmond, VA 816,478 4,325,900 5,142,378 1,729,150
Meadowdale Lakes/Richmond, VA 2,123,526 8,820,503 10,944,029 3,504,574
The Melrose/Dumfries, VA 1,322,406 6,838,893 8,161,299 2,567,799
Mill Creek/Atlanta, GA 858,015 6,944,794 7,802,809 1,623,402
Mill Creek/Wilmington, NC 786,992 5,037,127 5,824,119 491,150
Northview/Salem, VA 216,569 1,699,516 1,916,085 938,455
Olde West Village/Richmond, VA 2,207,941 13,354,644 15,562,585 3,367,974
Orange Orlando/Orlando, FL 1,350,687 2,838,807 4,189,494 91,930
Park Green/Raleigh, NC 549,179 5,050,353 5,599,532 517,431
Parkwood Court/Alexandria, VA 2,498,295 4,064,664 6,562,959 67,952
Patriot Place/Florence, SC 1,329,479 4,891,073 6,220,552 1,727,052
Peppertree/Charlotte, NC 1,546,267 7,708,821 9,255,088 24,418
Pinebrook/Clearwater,FL 1,784,175 2,493,872 4,278,047 28,941
Plum Chase/Columbia, SC 1,073,973 7,150,815 8,224,788 1,116,887
River Road/Ettrick, VA 314,957 2,333,861 2,648,818 1,172,833
Riverwind/Spartanburg, SC 802,484 6,389,812 7,192,296 --
Rollingwood/Richmond, VA 1,027,671 6,545,213 7,572,884 2,612,821
St. Andrews Commons/Columbia, SC 1,442,158 9,446,873 10,889,031 228,866
Spring Forest/Raleigh, NC 1,373,382 9,925,968 11,299,350 1,136,567
Stanford Village/Atlanta, GA 1,007,230 3,099,374 4,106,604 718,344
Summit-on-Park/Charlotte, NC 240,032 1,829,596 2,069,628 885,285
Summit West/Tampa, FL 2,335,411 5,132,214 7,467,625 182,566
Timbercreek/Richmond, VA 516,862 2,938,962 3,455,824 1,423,596
Towne Square/Hopewell, VA 325,585 1,441,533 1,767,118 677,248
Twin Rivers/Hopewell, VA 347,493 1,761,763 2,109,256 1,060,660
Village at Old Tampa Bay/Oldsmar,FL 1,750,320 10,762,217 12,512,537 31,288
Windsor Harbor/Charlotte, NC 854,265 5,338,150 6,192,415 1,303,159
Woodland Hollow/Charlotte, NC 902,934 6,516,341 7,419,275 1,880,120
Woodscape/Newport News, VA 1,006,107 8,666,053 9,672,160 2,092,087
</TABLE>
<PAGE>
<TABLE>
SCHEDULE XI.
Summary of Real Estate Owned (continued)
Gross Amount at Which
Carried at Close of Period
Land and Buildings
Land and Total Accumulated
Improvements Improvements (b) Depreciation
<S> <C> <C> <C> <C>
Shopping Centers:
Circle/Richmond, VA 947,570 $ 3,148,200 $ 4,095,770 $ 1,788,042
Cumberland Square/Dunn, NC 715,450 1,493,171 2,208,621 318,160
Deerfield Plaza/Myrtle Beach, SC 1,080,372 2,415,526 3,495,898 659,432
Glen Lea/Richmond, VA 1,047,596 2,742,436 3,790,032 1,080,025
Gloucester Exchange/Gloucester, VA 502,031 2,861,670 3,363,701 521,956
Hanover Village/Richmond, VA 3,213,881 4,865,573 8,079,454 1,138,451
Kroger Sav-On/Waynesboro, VA 332,702 1,404,065 1,736,767 587,619
Laburnum Park/Richmond, VA 2,599,765 4,251,357 6,851,122 449,936
Laburnum Square/Richmond, VA 1,125,262 3,786,956 4,912,218 1,508,345
Meadowdale/Richmond, VA 1,288,237 4,767,497 6,055,734 1,412,895
Rite Aid/Richmond, VA 165,038 286,535 451,573 83,995
Rose Manor/Smithfield, NC 542,229 723,928 1,266,157 314,781
The Village/Durham, NC 2,124,774 5,945,037 8,069,811 1,615,838
Village Square/Myrtle Beach, SC 3,727,678 7,404,443 11,132,121 1,359,690
Willow Oaks/Hampton, VA 3,101,534 5,794,174 8,895,708 1,985,351
Office and Industrial Buildings:
Franklin St./Richmond, VA 67,900 352,606 420,506 103,323
Meadowdale Offices/Richmond, VA 258,144 728,598 986,742 228,222
Statesman Park/Roanoke, VA 147,996 589,387 737,383 370,373
Tri-County Buildings/Bristol, TN 364,123 2,074,330 2,438,453 577,649
------------ ------------ ------------ -----------
$112,237,501 $469,976,148 $582,213,649 $91,444,290
============ ============ ============ ===========
</TABLE>
<PAGE>
Depreciable
Life of
Date of Date Building
Construction Acquired Component
Apartments:
2131 Apartments/Nashville, TN 1972 12/16/92 35 yrs.
Azalea/Richmond, VA 1967 12/31/84 35 yrs.
Bay Cove/Clearwater, FL 1972 12/16/92 35 yrs.
Bayberry Commons/Portsmouth, VA 1973/74 04/07/88 35 yrs.
Beechwood/Greensboro, NC 1985 12/22/93 35 yrs.
Braeland Commons/Columbia, MD 1983 12/29/92 35 yrs.
Bramblewood/Goldsboro, NC 1980/82 12/31/84 35 yrs.
Brynn Marr/Jacksonville, NC 1973/77 12/31/84 35 yrs.
Canterbury Woods/Charlotte, NC 1968/70 12/18/85 35 yrs.
Cedar Point/Raleigh, NC 1972 12/18/85 35 yrs.
Cinnamon Ridge/Raleigh, NC 1968/70 12/01/89 35 yrs.
Colonial Villa/Columbia, SC 1974 09/16/92 35 yrs.
Colony of Stone Mtn/Atlanta, GA 1970/72 06/12/90 35 yrs.
Colony Village/New Bern, NC 1972/74 12/31/84 35 yrs.
Country Walk/Columbia, SC 1974 12/19/91 35 yrs.
Courthouse Green/Richmond, VA 1974/78 12/31/84 35 yrs.
Courtney Square/Raleigh, NC 1979/81 07/08/93 35 yrs.
The Cove at Lake Lynn/Raleigh, NC 1986 12/01/92 35 yrs.
Craig Manor/Salem,VA 1975 11/06/87 35 yrs.
The Creek/Wilmington, NC 1973 06/30/92 35 yrs.
Crescent Square/Atlanta, GA 1970 03/22/89 35 yrs.
Dover Village/Orlando, FL 1981 03/31/93 35 yrs.
Eastwind/Virginia Beach, VA 1970 04/04/88 35 yrs.
Eden Commons/Columbia, MD 1984 12/29/92 35 yrs.
Emerald Bay/Charlotte, NC 1972 02/06/90 35 yrs.
English Hills/Richmond, VA 1969/76 12/06/91 35 yrs.
Forest Hills/Wilmington, NC 1964/69 06/30/92 35 yrs.
Forestbrook/Columbia, SC 1974 07/01/93 35 yrs.
Foxcroft/Tampa, FL 1972 01/28/93 35 yrs.
Gable Hill/Columbia, SC 1985 12/04/89 35 yrs.
Gatewater Landing/Glen Burnie, MD 1970 12/16/92 35 yrs.
Grand Oaks/Charlotte, NC 1966/67 05/01/84 35 yrs.
Hampton Court/Alexandria, VA 1967 02/19/93 35 yrs.
Harbour Town/Nashville, TN 1974 12/10/93 35 yrs.
Heather Lake/Hampton, VA 1972/74 03/01/80 35 yrs.
Heatherwood/Greenville, SC 1978 09/30/93 35 yrs.
Heritage Trace/Newport News, VA 1973 06/30/89 35 yrs.
The Highlands/Charlotte, NC 1970 01/17/84 35 yrs.
Key Pines/Spartanburg, SC 1974 09/25/92 35 yrs.
The Lakes/Nashville, TN 1986 09/15/93 35 yrs.
Lake Washington Downs/Melbourne,FL 1984 09/24/93 35 yrs.
Laurel Ridge/Roanoke, VA 1970/72 05/17/88 35 yrs.
Laurel Village/Richmond, VA 1972 09/06/91 35 yrs.
The Ledges/Winston-Salem, NC 1959 08/13/86 35 yrs.
Liberty Crossing/Jacksonville, NC 1972/74 11/30/90 35 yrs.
Meadow Run/Richmond, VA 1973/74 12/31/84 35 yrs.
Meadowdale Lakes/Richmond, VA 1967/71 12/31/84 35 yrs.
The Melrose/Dumfries, VA 1951 12/11/85 35 yrs.
Mill Creek/Atlanta, GA 1972 11/11/88 35 yrs.
Mill Creek/Wilmington, NC 1986 09/30/91 35 yrs.
Northview/Salem, VA 1969 09/29/78 35 yrs.
Olde West Village/Richmond, VA 1978/82/85/87 12/31/84 & 8/27/91 35 yrs.
Orange Orlando/Orlando, FL 1971 01/21/93 35 yrs.
Park Green/Raleigh, NC 1987 09/27/91 35 yrs.
Parkwood Court/Alexandria, VA 1964 06/30/93 35 yrs.
Patriot Place/Florence, SC 1974 10/23/85 35 yrs.
Peppertree/Charlotte, NC 1987 12/14/93 35 yrs.
Pinebrook/Clearwater,FL 1977 09/28/93 35 yrs.
Plum Chase/Columbia, SC 1974 01/04/91 35 yrs.
River Road/Ettrick, VA 1973/74 08/31/81 35 yrs.
Riverwind/Spartanburg, SC 1987 12/31/93 35 yrs.
Rollingwood/Richmond, VA 1974/78 12/31/84 35 yrs.
St. Andrews Commons/Columbia, SC 1986 05/20/93 35 yrs.
Spring Forest/Raleigh, NC 1978/81 05/21/91 35 yrs.
Stanford Village/Atlanta, GA 1985 09/26/89 35 yrs.
Summit-on-Park/Charlotte, NC 1963 01/17/84 35 yrs.
Summit West/Tampa, FL 1972 12/16/92 35 yrs.
Timbercreek/Richmond, VA 1969 08/31/83 35 yrs.
Towne Square/Hopewell, VA 1967 08/27/85 35 yrs.
Twin Rivers/Hopewell, VA 1972 01/06/82 35 yrs.
Village at Old Tampa Bay/Oldsmar,FL 1986 12/08/93 35 yrs.
Windsor Harbor/Charlotte, NC 1971 01/13/89 35 yrs.
Woodland Hollow/Charlotte, NC 1974/76 11/03/86 35 yrs.
Woodscape/Newport News, VA 1974/76 12/29/87 35 yrs.
<PAGE>
SCHEDULE XI.
Summary of Real Estate Owned (continued)
Depreciable
Life of
Date of Date Building
Construction Acquired Component
Shopping Centers:
Circle/Richmond, VA 1956/62/67 11/01/73 25/35 yrs.
Cumberland Square/Dunn, NC 1972/78/84 08/28/86 35 yrs.
Deerfield Plaza/Myrtle Beach, SC 1979 01/17/84 35 yrs.
Glen Lea/Richmond, VA 1964/85 05/25/83 25 yrs.
Gloucester Exchange/Gloucester, VA 1974 11/12/87 35 yrs.
Hanover Village/Richmond, VA 1971/72 06/30/86 35 yrs.
Kroger Sav-On/Waynesboro, VA 1975 03/07/80 35 yrs.
Laburnum Park/Richmond, VA 1988/89 09/28/90 35 yrs.
Laburnum Square/Richmond, VA 1978/85 02/11/81 40 yrs.
Meadowdale/Richmond, VA 1976/82 12/31/84 35 yrs.
Rite Aid/Richmond, VA 1974 12/31/84 35 yrs.
Rose Manor/Smithfield, NC 1972/75 08/28/86 35 yrs.
The Village/Durham, NC 1965 08/28/86 35 yrs.
Village Square/Myrtle Beach, SC 1978/79 05/25/88 35 yrs.
Willow Oaks/Hampton, VA 1968/74 08/01/84 35 yrs.
Office and Industrial Buildings:
Franklin St./Richmond, VA 1890 07/01/86 35 yrs.
Meadowdale Offices/Richmond, VA 1983 12/31/84 35 yrs.
Statesman Park/Roanoke, VA 1974 05/22/75 33 yrs.
Tri-County Buildings/Bristol, TN 1976/79 01/21/81 33 yrs.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Annual Report to be
signed on its behalf by the undersigned, thereunto duly authorized.
United Dominion Realty Trust, Inc.
(registrant)
By /s/ James Dolphin
James Dolphin
Senior Vice President, Secretary, and Chief Financial Officer
March 15, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on March 15, 1994 by the following persons on
behalf of the registrant and in the capacities indicated.
/s/ John P. McCann /s/ R. Toms Dalton,Jr.
John P. McCann R. Toms Dalton, Jr.
Director, President and Chief Director
Executive Officer
/s/ James Dolphin /s/ Jeff C. Bane
James Dolphin Jeff C. Bane
Director, Senior Vice President, Director
Secretary and Chief Financial
Officer
/s/ Jerry A. Davis /s/ John C. Lanford
Jerry A. Davis John C. Lanford
Vice President, Controller-Corporate Accounting Director
and Chief Accounting Officer
/s/ C. Harmon Williams, Jr. /s/ H. Franklin Minor
C. Harmon Williams, Jr. H. Franklin Minor
Chairman of the Board of Directors Director
/s/ Barry M. Kornblau /s/ Robert P. Buford
Barry M. Kornblau Robert P. Buford
Director, Senior Vice President and Director
Director of Apartments
Exhibit 4(i)
Number UD
COMMON STOCK COMMON STOCK
Incorporated Under
The Laws of the
Commonwealth of Virginia Shares
This Certificate May Be Presented See Reverse Side
For Transfer In New York, N.Y. Or For Certain Definitions
In Pittsburgh, PA
UNITED DOMINION
REALTY TRUST, INC.
CUSIP 910197 10 2
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $1.00 EACH, IN
United Dominion Realty Trust, Inc. The Holder and every transferee as
assignee of this certificate or shares represented hereby, or of any
interest therein, accepts and agrees to be bound by the provisions of the
Articles of Incorporation of the Company. This certificate and the shares
represented hereby are transferable on the books of the Companies by the
registered holder hereof in person or by attorney upon surrender of this
certificate properly endorsed. This certificate is not valid unless
countersigned by the Transfer Agent and registered by the Registrar.
In Witness Whereof, the Company has caused this certificate to be
signed by the facsimile signatures of its President and Secretary.
Dated:
COUNTERSIGNED AND REGISTERED:
MELLON SECURITIES TRUST COMPANY
TRANSFER AGENT AND REGISTRAR
BY JAMES DOLPHIN JOHN P. McCANN
Authorized Signature SECRETARY PRESIDENT
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
Under the Articles of Incorporation of the Company, transfer of the shares
represented hereby may be stopped, and such shares are subject to
redemption, in order to preserve the qualification of the Company as a
"real estate investment trust" under the Internal Revenue Code.
The Company will furnish to any shareholder upon request to the office of
the Company in Richmond, Virginia a full statement of the designations,
preferences, limitations and relative rights of the shares of each class
authorized to be issued.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in
full according to applicable laws or regulations.
TEN COM - as tenants in common
UNIF GIFT MIN ACT - ..... Custodian .....
(Cust) (Minor)
under Uniform Gifts to Minors Act
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants
in common
Additional abbreviations may also be used though not in the above list.
For value received, __________________________hereby sell, assign and
transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_________________________________________________________________
_________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
______________________Shares of Common Stock represented by the within
Certificate, and do hereby irrevocably constitute and appoint
_________________________________________________________________Attorney
to transfer the said Shares on the books of the within-named Company with
full-power of substitution in the premises.
Dated ______________________
______________________________________
EXHIBIT 24
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Annual Report (Form 10-
K) of United Dominion Realty Trust, Inc. of our report dated March 3, 1994,
included in the Registration Statement (Form S-3 No. 33-52521) pertaining to
the United Dominion Realty Trust, Inc. registration of $75 million of notes
in March 1994.
Our audits also included the financial statement schedules of United Dominion
Realty Trust, Inc. listed in Item 14(a). These schedules are the
responsibility of the Trust's management. Our responsibility is to express
an opinion based on our audits. In our opinion, the financial statement
schedules referred to above, when considered in relation to the basic
financial statements taken as a whole, present fairly in all material
respects the information set forth therein.
We consent to the incorporation by reference in the Registration Statement
(Form S-3 No. 33-40433) and in the related Prospectus, the Registration
Statement (Form S-3 No. 33-32930) and in the related Prospectus, the
Registration Statement (Form S-8 No. 33-48000) pertaining to the United
Dominion Realty Trust, Inc. Stock Purchase and Loan Plan, and the
Registration Statement (Form S-8 No. 33-47926) pertaining to the United
Dominion Realty Trust, Inc. Stock Option Plan of our report dated March 3,
1994 with respect to the financial statements and schedules of United
Dominion Realty Trust, Inc. included or incorporated by reference in the
Annual Report (Form 10-K) for the year ended December 31, 1993.
/s/ ERNST & YOUNG
Richmond, Virginia
March 25, 1994
