<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
(X) Preliminary Proxy Statement
( ) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
United Dominion Realty Trust, Inc.
(Name of Registrant as Specified in its Charter)
Board of Directors of United Dominion Realty Trust, Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
(X) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
( ) $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
April 11, 1994
Fellow Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders to
be held on Tuesday, May 10, 1994, at 4:00 p.m. at the Omni Richmond Hotel, 12th
and Cary Streets, Richmond, Virginia. The business to be conducted at the
meeting is set forth in the formal notice that follows. At the meeting,
management will review 1993, report on recent financial results and discuss
expectations for the future. The directors and management of the Trust will be
available to answer any questions from the floor. After the meeting, there will
be a reception and you will have the opportunity to speak informally with the
directors and officers.
The Trust relies upon all shareholders to promptly execute and return their
proxies in order to avoid costly proxy solicitation. Therefore, in order to save
the Trust the unnecessary expense of further proxy solicitation, I ask that you
promptly sign and return the enclosed proxy card in the return envelope
provided. If you attend the Annual Meeting, as we hope you do, you may withdraw
your proxy at the meeting and vote your shares in person from the floor. Your
vote is important to the Trust.
Sincerely,
UNITED DOMINION REALTY TRUST
JOHN P. MCCANN
PRESIDENT
10 SOUTH SIXTH STREET, SUITE 203 / RICHMOND, VIRGINIA 23219-3802 / 804-780-2691
<PAGE>
April 11, 1994
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON TUESDAY, MAY 10, 1994
The Annual Meeting of Shareholders of United Dominion Realty Trust, Inc.
will be held at the Omni Richmond Hotel, 12th and Cary Streets, Richmond,
Virginia, on Tuesday, May 10, 1994 at 4:00 p.m., for the following purposes:
1. To elect nine directors to serve for the ensuing year.
2. To consider and vote on the Trust's Employees' Stock Purchase Plan.
3. To consider and vote on an amendment of the Articles of Incorporation of
the Trust which will increase the number of authorized shares of Common Stock
from 60,000,000 to 100,000,000.
4. To consider and vote on an amendment of the Articles of Incorporation of
the Trust which will authorize a new class of 25,000,000 shares of Preferred
Stock, issuable in series the characteristics of which may be fixed by the Board
of Directors.
5. To transact such other business as may properly come before the meeting.
The holders of shares of Common Stock of record at the close of business on
March 18, 1994 are entitled to vote at the meeting. If you are present at the
meeting, you may vote in person even though you have previously delivered your
proxy.
By Order of the Board of Directors
Katheryn E. Surface
SECRETARY
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE SIGN, DATE AND
RETURN THE ENCLOSED PROXY. IF YOU ATTEND THE MEETING, YOU MAY WITHDRAW YOUR
PROXY AND VOTE IN PERSON.
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
PROXY STATEMENT
APRIL 11, 1994
GENERAL
The enclosed proxy is solicited by the directors of United Dominion Realty
Trust, Inc. (the Trust) for the Annual Meeting of Shareholders to be held at the
Omni Richmond Hotel, 12th and Cary Streets, Richmond, Virginia, at 4:00 p.m. on
Tuesday, May 10, 1994 (the Annual Meeting). The proxy may be revoked at any time
prior to voting thereof by notifying the persons named therein of intention to
revoke or by conduct inconsistent with continued effectiveness of the proxy,
such as delivery of a later dated proxy or appearance at the meeting and voting
in person the shares to which the proxy relates. Shares represented by executed
proxies will be voted, unless a different specification is made therein, FOR
election as directors of the persons named therein, FOR approval of the
Employees' Stock Purchase Plan, FOR approval of the amendment of the Articles of
Incorporation increasing the number of authorized shares of Common Stock, and
FOR approval of the amendment of the Articles of Incorporation authorizing a new
class of Preferred Stock, all as described herein.
This proxy statement and the enclosed proxy were mailed on April 11, 1994
to shareholders of record at the close of business on March 18, 1994 (the Record
Date). The Trust has mailed each shareholder of record as of the Record Date an
Annual Report that includes audited financial statements for the year ended
December 31, 1993.
At the close of business on the Record Date, the Trust had 41,700,885
shares outstanding and entitled to vote. Each share has one vote on all matters
including those to be acted upon at the Annual Meeting. The holders of a
majority of such shares present at the Annual Meeting in person or represented
by proxies will constitute a quorum. If a quorum is present, the affirmative
vote of a plurality of the shares voting at the Annual Meeting is required to
elect directors, the affirmative vote of a majority of the shares whose holders
constitute a quorum is required for approval of the Trust's Employees' Stock
Purchase Plan and the affirmative vote of the holders of a majority of the
shares outstanding and entitled to vote is required for approval of each
amendment of the Articles of Incorporation of the Trust. Shareholders who wish
to abstain from voting on any matter to be voted on at the Annual Meeting may do
so by specifying that their vote on such matter be withheld in the manner
provided in the enclosed proxy, and the shares otherwise votable by such
shareholders will not be included in determining the number of shares voted on
such matter. The Trust will comply with instructions in a proxy executed by a
broker or other nominee shareholder that less than all of the shares of which
such shareholder is the holder of record on the Record Date are to be voted on a
particular matter. All such shares which are not voted (broker non-votes) will
be treated as shares as to which vote has been withheld.
The mailing address of the Trust is 10 South Sixth Street, Suite 203,
Richmond, Virginia 23219-3802. Notices of revocation of proxies should be sent
to that address.
THE TRUST WILL PROVIDE SHAREHOLDERS, WITHOUT CHARGE, A COPY OF THE TRUST'S
ANNUAL REPORT ON FORM
10-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE YEAR ENDED
DECEMBER 31, 1993, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO, ON
WRITTEN REQUEST TO KATHERYN E. SURFACE, SECRETARY OF THE TRUST, AT THE MAILING
ADDRESS SET FORTH ABOVE.
1
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OWNERSHIP OF EQUITY SECURITIES
Beneficial ownership as used herein has been determined in accordance with
the rules and regulations of the Securities and Exchange Commission and is not
to be construed as an admission that any of such shares are in fact beneficially
owned by any person. As of the Record Date, there are no shareholders known to
the Trust who own beneficially 5% or more of the outstanding shares of Common
Stock.
Beneficial ownership of shares as of the Record Date by directors and
officers of the Trust and nominees for election at the Annual Meeting, including
shares deemed owned as a consequence of ownership of stock options exercisable
within 60 days, is indicated in the table below. Except as otherwise indicated
in the footnotes, each person named in the table and included in the
director/officer group has sole voting and investment powers as to such shares,
or shares such powers with his spouse and minor children, if any.
<TABLE>
SHARES BENEFICIALLY OWNED
IMMEDIATELY THROUGH OPTIONS (1)
NAME NUMBER PERCENT NUMBER PERCENT
<S> <C> <C> <C> <C>
Jeff C. Bane.................................... 47,820(2) 0.1 -- --
Robert P. Buford................................ 129,000 0.3 4,000 --
R. Toms Dalton, Jr.............................. 28,740 0.1 4,000 --
James Dolphin................................... 84,978(3) 0.2 54,192(4) 0.1
Barry M. Kornblau............................... 209,204(5) 0.5 25,478(4) 0.1
John C. Lanford................................. 10,900 -- 6,000 --
John P. McCann.................................. 259,350(2)(3) 0.6 143,552(4) 0.3
H. Franklin Minor............................... 59,956 0.1 4,000 --
C. Harmon Williams, Jr.......................... 82,032(2) 0.2 6,000 --
All directors and officers
as a group (14 persons)....................... 1,068,792 (3)(5) 2.6 414,530(4) 1.0
</TABLE>
(1) Assumes exercise in full of all options exercisable within 60 days.
(2) Includes, in the case of Mr. McCann and all directors and officers as a
group and does not include in the case of Messrs. Bane and Williams, 26,500
shares owned by Planned Property Realty Corp., of which Mr. McCann is
President and 50% shareholder and of which Messrs. Bane and Williams are
each 25% shareholders.
(3) Includes 5,000 shares held by the Trust's Profit Sharing Plan of which
Messrs. McCann and Dolphin are trustees and under which they share voting
and investment powers as to such shares.
(4) Does not include 156,448 shares, 80,808 shares, 34,522 shares and 348,670
shares issuable upon exercise of options granted to Messrs. McCann, Dolphin,
Kornblau and all directors and officers as a group, respectively, which are
not exercisable within 60 days.
(5) Does not include a total of shares beneficially owned by Mr.
Kornblau's parents and siblings, beneficial ownership of which is disclaimed
by Mr. Kornblau.
ELECTION OF DIRECTORS
At the Annual Meeting nine directors are to be elected, each to hold office
until the next Annual Meeting of Shareholders and until his successor is duly
elected and qualified, except in the event of death, resignation or removal.
Unless otherwise specified, proxies solicited hereby will be voted for the
election of the nominees listed below, except that in the event any of those
named should not continue to be available for election, discretionary authority
may be exercised to vote for a substitute. No circumstances are presently known
that would render any
2
<PAGE>
nominee named herein unavailable. All of the nominees are now members of the
Board of Directors and were elected at the 1993 Annual Meeting of Shareholders.
The nominees, their ages, the year of election of each to the Board of the
Trust, their principal occupations during the past five years or more, and
directorships of each in public companies in addition to the Trust, are as
follows:
Jeff C. Bane, 64, is President of Blake & Bane Inc., Richmond, Virginia,
real estate brokers. He is a director of F&M Bank, Richmond, Virginia. He was
first elected to the Board of the Trust in 1972.
Robert P. Buford, 68, has been a member of the firm of Hunton & Williams,
Richmond, Virginia, attorneys, since 1958, and is now senior counsel to the
firm. He was first elected to the Board of the Trust in 1984.
R. Toms Dalton, Jr., 61, is a partner with Allen & Carwile, Waynesboro,
Virginia, attorneys. He is a director of First Virginia Bank of Augusta,
Waynesboro, Virginia. He was first elected to the Board of the Trust in 1973.
James Dolphin, 44, is Senior Vice President and Chief Financial Officer of
the Trust. He was first elected to the Board of the Trust in 1988.
Barry M. Kornblau, 44, is Senior Vice President and Director of Apartments
of the Trust. Mr. Kornblau joined the Trust in 1991, in connection with
acquisition by the Trust of the management of its apartment properties from
Summit Realty Group, Inc., which had managed them since 1985. Mr. Kornblau has
been President of Summit Realty Group, Inc., since 1984. He is also a director
of Commerce Bank of Virginia, Richmond, Virginia. He was first elected to the
Board of the Trust in 1993.
John C. Lanford, 63, is President of Adams Construction Co., Inc., Roanoke,
Virginia, general contractors. He was first elected to the Board of the Trust in
1973.
John P. McCann, 49, is President and Chief Executive Officer of the Trust.
He is a director of Crestar Bank, Richmond, Virginia, and Storage USA, Inc.,
Columbia, Maryland. He was first elected to the Board of the Trust in 1978.
H. Franklin Minor, 61, is an attorney-at-law and real estate broker in
Richmond, Virginia. He was first elected to the Board of the Trust in 1974.
C. Harmon Williams, Jr., 63, is a real estate broker in Richmond, Virginia.
He was first elected to the Board of the Trust in 1972 and has served as
Chairman of the Board since 1977.
COMMITTEES OF THE BOARD
The Board of Directors has established an Executive Committee, a
Compensation Committee and an Audit Committee as its standing committees. The
Executive Committee has, to the extent permitted by law, all powers vested in
the Board of Directors except such powers specifically denied it by the full
Board. During 1993, Messrs. Buford, Dolphin, McCann and Williams were the
members of the Executive Committee. The Compensation Committee makes
recommendations to the Board on directors' fees, the salaries of the President
and Senior Vice Presidents, management incentive plans and other management
compensation, if any. Additionally, the Compensation Committee grants options
under the Trust's stock option plan and reviews the calculation of
incentive/bonus compensation under the employment agreements described in
Employment Agreements below. The members of the Compensation Committee during
1993 are identified below under Compensation Committee Interlocks and Insider
Participation. The Audit Committee reviews the financial reporting practices of
the Trust
3
<PAGE>
and the external audit function. Messrs. Dalton, Lanford and Williams were the
members of the Audit Committee during 1993.
During 1993, the Board of Directors held 13 meetings, the Compensation
Committee held two meetings and the Audit Committee held two meetings. The
Executive Committee did not meet during the year. Each director attended at
least 75% of the meetings of the Board and of the committee to which he was
assigned.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1993, the Trust's Compensation Committee consisted of Messrs. Bane,
Buford and Minor. Mr. Buford is senior counsel to Hunton & Williams, which has
been the Trust's counsel since its inception.
INDEBTEDNESS OF OFFICERS TO TRUST
The executive officers of the Trust listed in the table below are indebted
to the Trust for Common Stock purchased pursuant to the 1991 Stock Purchase and
Loan Plan (the Stock Purchase and Loan Plan) approved by the shareholders at the
1992 Annual Meeting. The table indicates the largest amount of the indebtedness
outstanding since the beginning of fiscal year 1993 and the amount outstanding
at March 31, 1994. As provided in the Stock Purchase and Loan Plan, such
indebtedness bears interest at rates increasing periodically from 7% per annum
to a maximum of 8.5% per annum.
<TABLE>
MAXIMUM INDEBTEDNESS
SINCE JANUARY 1, INDEBTEDNESS
NAME 1993 AT MARCH 31, 1994
<S> <C> <C>
John P. McCann.................................. $1,165,236 $ 1,165,236
James Dolphin................................... 483,096 483,096
Barry M. Kornblau............................... 479,157 479,157
Richard A. Giannotti............................ 322,064 322,064
Richard B. Chess................................ 320,556 320,556
</TABLE>
COMPENSATION OF DIRECTORS
During 1993, the directors as a group (other than Messrs. McCann, Dolphin
and Kornblau, who received no additional compensation for serving as directors)
received fees of $67,083, consisting of fees of $5,000 per year plus $500 for
each meeting attended.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
The following table presents information relating to total compensation
during the fiscal years ended December 31, 1993, 1992 and 1991, of the chief
executive officer and all executive officers of the Trust whose total salary and
bonus exceeded $100,000 for the 1993 year.
4
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
LONG-TERM
COMPENSATION
AWARDS
NAME AND ANNUAL COMPENSATION OPTIONS ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS (POUND) COMPENSATION (1)
<S> <C> <C> <C> <C> <C>
John P. McCann 1993 $232,500 $76,725 -- $2,574
President and Chief 1992 186,000 -- 200,000 1,346
Executive Officer 1991 177,400 22,165 20,000 2,033
James Dolphin 1993 140,000 46,200 -- 2,574
Senior Vice President 1992 124,000 -- 60,000 1,346
and Chief Financial 1993 112,500 14,056 15,000 2,033
Officer
Barry M. Kornblau 1993 146,000 48,180 -- 2,574
Senior Vice President 1992 136,500 -- 48,000 1,346
and Director of 1991 130,000 16,243 30,000 2,033
Apartments
Richard B. Chess 1993 95,000 34,170 -- 2,574
Vice President and 1992 86,000 -- 42,000 1,346
Director of 1991 81,000 10,120 10,000 2,033
Acquisitions
Richard A. Giannotti 1993 86,000 28,380 -- 2,574
Vice President and 1992 77,500 -- 42,000 1,346
Director of Construction 1991 70,600 8,821 10,000 2,033
</TABLE>
(1) Represents contributions to the Trust's Profit Sharing Plan for each of the
named officers.
EMPLOYMENT AGREEMENTS
In October, 1982, the Trust entered into employment agreements with Messrs.
McCann and Dolphin and on January 1, 1991, entered into an employment agreement
with Mr. Kornblau, who had not previously been employed by it. The employment
agreements, which expire annually on December 31 but renew automatically for
successive one year periods unless sooner terminated and are on substantially
the same terms except for compensation terms, provide annual base salaries for
the employees, subject to increase at the discretion of the Board of Directors.
The agreements also provide for annual incentive/bonus compensation, calculated
as a percentage of base salary for the year, based upon the increase in funds
from operations per share for the current year over the prior year, up to a
maximum incentive/bonus equal to 33% of base salary. No incentive/bonus
compensation will be payable if the increase for the year in funds from
operations per share, the Trust's primary performance measurement, is less than
5%. Either the Trust or the employee may terminate the agreement by 90 days'
notice or in the event that the Trust is sold, merged or otherwise liquidated.
In either case, the employee is entitled to severance pay equal to his then
current annual base salary plus a pro-rata portion of any incentive/bonus
compensation payable for that year.
The following tables present information concerning stock options exercised
by the chief executive officer and all executive officers of the Trust whose
total salary and bonus exceeded $100,000 for fiscal 1993. No options were
granted to such persons in 1993. The Trust does not grant stock appreciation
rights.
5
<PAGE>
OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUE
<TABLE>
SHARES UNEXERCISED OPTIONS VALUE OF UNEXERCISED
ACQUIRED AT FISCAL YEAR IN-THE-MONEY OPTIONS
ON END(POUND)(1) AT FISCAL YEAR END(2)
NAME EXERCISE(POUND) VALUE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
<S> <C> <C> <C> <C>
John P. McCann 20,000 $186,240 130,108/169,892 $433,470/$750,130
James Dolphin 3,000 27,936 50,776/84,224 $345,886/$299,984
Barry M. Kornblau 13,800 91,396 16,830/43,170 $ 73,722/$115,998
Richard B. Chess 2,400 16,512 34,554/25,646 $150,422/$ 68,911
Richard A. Giannotti 6,000 55,872 37,068/26,932 $172,852/$ 72,366
</TABLE>
(1) Includes unvested options for 66,666 shares, 20,000 shares, 16,000 shares,
14,000 shares and 14,000 shares granted to Messrs. McCann, Dolphin, Kornblau,
Chess and Giannotti, respectively.
(2) These values are based on $14.25, the closing price of the Common Stock on
the New York Stock Exchange (the NYSE) on December 31, 1993.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Trust's Board of Directors has delegated to the Compensation Committee
responsibility for developing and applying programs for compensating the Trust's
executive officers. During 1993 the Committee consisted of three outside
directors including Robert P. Buford who is Senior Counsel to the law firm of
Hunton & Williams, General Counsel to the Trust.
Executive compensation consists of three components: base compensation,
performance compensation and incentive compensation. Each component is discussed
below.
With respect to base compensation, the President consults with the
Compensation Committee as to the amount of his proposed base compensation and
that of the Senior Vice Presidents. Factors considered include the profitability
of the Trust, the President's perception of the performance of the individual,
any planned change of responsibility for the forthcoming year, salaries paid for
similar positions within the real estate investment trust industry as published
in industry statistical surveys and proposed salaries relative to those of other
Trust officers, the President's perception of individual performance being the
most important factor. The Compensation Committee then recommends to the Board
of Directors the base salaries of the President and the Senior Vice Presidents.
The President determines the base salaries of other executive officers using the
same criteria used for recommendations to the Compensation Committee. The market
value of the Common Stock is not considered in setting executive officers' base
compensation.
Performance compensation, in the form of bonuses, is provided for in the
employment agreements of the President and the Senior Vice Presidents summarized
above under Employment Agreements. The President determines discretionary
bonuses for other executive officers. In 1993, discretionary bonuses paid to
other executive officers were calculated as a percentage of base salary, based
upon the increase in funds from operations per share for the current year over
the prior year up to a maximum of 33% of base salary. Additional discretionary
bonuses to other officers may also be paid on the basis of achievement of
performance goals established at the beginning of the year. The Vice President
and Director of Acquisitions received such an additional discretionary bonus in
1993 as a result of surpassing a goal of adding 3,800 apartment units to the
Trust's portfolio during the year.
6
<PAGE>
Incentive compensation is designed to attract, motivate and retain
executives critical to the long term success of the Trust, by promoting the
alignment of executive interests and the interests of shareholders. Stock
options and participation in the Stock Purchase and Loan Plan are the principal
incentive compensation vehicles. In selecting a recipient and the size of the
award the long term potential of the recipient, his position with the Trust and
prior awards are considered. The Compensation Committee believes option grants
should be made annually on a generally consistent basis. However, because prior
option awards to executive officers vested in substantial amounts in 1993, no
options were awarded for that year.
COMPENSATION COMMITTEE
Jeff Bane H. Franklin Minor Robert P. Buford
(PERFORMANCE GRAPH AS DEFINED BY THE FOLLOWING DATA POINTS)
United
Dominion S&P 500 NAREIT
1988 100.0 100.0 100.0
1989 106.1 131.4 108.8
1990 95.0 127.3 92.1
1991 141.4 166.2 125.0
1992 184.0 179.0 143.3
1993 218.1 196.8 171.4
(1) Indicates appreciation of $100 invested on December 31, 1988, in Trust
common stock and S&P 500 and NAREIT Equity REIT Total Return Index securities,
assuming reinvestment of dividends.
The NAREIT Equity REIT Total Return Index is published monthly by the
National Association of Real Estate Investment Trusts, Inc. Index data reflect
monthly reinvestment of dividends and are based upon the monthly closing prices
of shares of all tax-qualified equity REITs (real estate investment trusts at
least 75% of whose gross invested assets are invested in real estate equities),
including the Trust, listed on the NYSE and the American Stock Exchange and
traded in NASDAQ National Market System. At December 31, 1993, this Index
included 133 equity REITs with a total market capitalization of $26.6 billion.
7
<PAGE>
EMPLOYEES' STOCK PURCHASE PLAN
On September 21, 1993, the Board of Directors of the Trust, subject to
shareholder approval, adopted the Employees' Stock Purchase Plan (the Plan), the
text of which is set forth in Exhibit A. The purpose of the Plan is to encourage
ownership of Common Stock of the Trust by its employees and to provide
additional incentive to those employees to remain with the Trust and promote the
success of its business.
GENERAL
The Plan permits full-time employees whose customary employment is for more
then 1,000 hours per year (of whom there are at present approximately 450) to
purchase shares of Common Stock in an aggregate amount not exceeding 100,000
(subject to adjustment in the event of stock dividends, split-ups,
recapitalizations or combinations) through payroll deductions and voluntary
participant contributions of up to $10,000 per year. Participation in the Plan
is entirely voluntary. Shares will be purchased either on the open market or
from the Trust on the last day of each payroll period. Shares purchased from the
Trust will be purchased at a price equal to the average of the high and low
sales prices of the Common Stock on the NYSE on the purchase date, or, if no
sales of Common Stock on the purchase date are reported by the NYSE, on the day
most recently preceding the purchase date on which reported sales of Common
Stock on the NYSE were effected.
In the sole discretion of the Board of Directors, the Trust may contribute
to a participant's account on any purchase date an amount up to but not
exceeding such participant's payroll deduction for the payroll period ending on
such purchase date. Such contribution may be in the form of a cash contribution,
in the event that shares purchased for such participant are purchased in an open
market transaction, or in the form of a price discount, in the event that such
shares are purchased from the Trust. The Board does not presently intend to make
contributions although it may elect to do so in the future.
The Trust will hold stock certificates representing shares purchased under
the Plan until a participant requests delivery of the certificates. Shares so
held will be enrolled in the Trust's Dividend Reinvestment Plan. Any cash
dividends paid on such shares will be used to purchase additional Common Stock
under that Plan.
A participant may terminate or suspend his participation in the Plan at any
time. An employee's participation also terminates if he ceases to be employed by
the Trust for any reason, including death or retirement. Participants may not
sell, assign, or transfer their interests in the Plan or rights thereunder to
any other person.
ADMINISTRATION
The Plan is administered by the Compensation Committee, which has full
power and authority to decide all questions regarding its construction and
interpretation. The Compensation Committee may also pass upon and decide cases
presenting unusual circumstances and in so doing shall act in a
nondiscriminatory manner consistent with and to further the purposes of the
Plan. All decisions of the Compensation Committee shall be final and binding
upon all persons.
AMENDMENT AND TERMINATION OF THE PLAN
The Plan may be amended or terminated by the Board of Directors, but no
amendment which is required to be approved by the shareholders of the Trust as a
condition of exemption of purchases from Section 16(b) of the Securities and
Exchange Act of 1934 shall be effective until it is so approved.
8
<PAGE>
EXPENSES
The Trust will bear all expenses of administering the Plan.
INCREASE IN NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Board of Directors proposes and recommends to the shareholders the
following amendment of the Articles of Incorporation of the Trust:*
Delete Article 3 of the current Articles of Incorporation and substitute in
lieu thereof the following:
3. The corporation shall have authority to issue 100,000,000 shares of
common stock having a par value of $1.00 per share. Stockholders shall not have
preemptive rights to acquire unissued shares of the corporation.
The amendment will increase the number of authorized shares of Common Stock
from 60,000,000 to 100,000,000. The increase is believed to be in the best
interests of the Trust because at present the total number of outstanding shares
and shares reserved for issuance pursuant to employee benefit plans is
approximately 44,200,000, leaving only 15,800,000 shares available under the
current authorization for such purposes as equity financings and acquisitions.
The Trust has no present plans to issue any shares of Common Stock. However, the
Trust has used and expects to continue to use equity as a means to finance
growth and is actively negotiating to acquire a portfolio of 31 properties at a
cash purchase price estimated to exceed $200 million. If its negotiations result
in a contract, the Trust will consider the issuance of various types of debt and
equity securities, including Common Stock and securities convertible into Common
Stock, to finance the acquisition. The Trust cannot predict whether a contract
will result or to what extent Common Stock will be so used.
The increase in authorized Common Stock is being proposed at this time
because postponing it until it becomes necessary or desirable to issue more
shares than are now available would result in delay occasioned by the
requirement of a special shareholders' meeting and the additional expense of
such a meeting. If the shareholders approve the increase, their vote on issuance
of the newly-authorized shares will not be required or solicited, but such
shares may be issued whenever and for whatever consideration the Board of
Directors deems appropriate.
* If both this amendment and the amendment described below under Authorization
of Preferred Stock, the text of which is set forth in Exhibit B, are approved,
shareholders will be deemed to have approved an amendment of the Articles of
Incorporation the text of which is set forth in Exhibit C.
9
<PAGE>
AUTHORIZATION OF PREFERRED STOCK
The Board of Directors proposes and recommends to the shareholders an
amendment of the Articles of Incorporation of the Trust which will authorize a
class of 25,000,000 shares of Preferred Stock. The text of the amendment is set
forth in Exhibit B.*
If the amendment is approved by the shareholders, Preferred Stock could be
issued, without the vote of holders of Common Stock, for any corporate purpose
and for whatever consideration the Board of Directors deems appropriate, in one
or more series having varying voting rights, redemption and conversion features,
distribution (including liquidating distribution) rights and preferences, and
other rights, including rights of approval of specified transactions. A series
of Preferred Stock could be given more than one vote per share and a series
having preferential distribution rights could limit Common Stock distributions
and reduce the amount holders of Common Stock would otherwise receive on
dissolution of the Trust.
The Board of Directors recommends the amendment because the Board believes
it will provide equity financing and portfolio acquisition capabilities the
Trust does not now have. At present, the Board has approved no specific
financing or acquisition plans involving the issuance of Preferred Stock and
does not propose to fix the characteristics of any series in anticipation of
issuing shares of that series. However, as indicated above under Increase in
Number of Authorized Shares of Common Stock, the Trust is in active negotiations
for a major portfolio acquisition. If a contract should result, the Trust will
consider issuing Preferred Stock (if the amendment is approved) to finance the
acquisition. The Trust cannot predict whether a contract will result, whether or
to what extent, if any, Preferred Stock will be so used or if so used what the
characteristics of the particular series may be. As indicated above, if
Preferred Stock is issued it will be issued without the vote of holders of the
Common Stock.
Although Preferred Stock might be utilized to resist an attempted change of
control of the Trust, the Board of Directors does not intend to utilize it for
this purpose. As a qualified real estate investment trust, the Trust is subject
to provisions of the Internal Revenue Code which limit concentration of
ownership of its shares, and the Board believes that these provisions and
provisions of the Articles of Incorporation of the Trust which, among other
things, authorize the Trust to redeem and stop transfer of shares to preserve
its qualification make any attempt to change control unlikely. These provisions
of the Articles of Incorporation presently refer to the shares as Common Stock,
which is the only class presently authorized. The proposed amendment would
change these references to shares and thus make the provisions applicable to the
Preferred Stock as well as the Common Stock.
INDEPENDENT PUBLIC ACCOUNTANTS
The Trust from its inception has engaged the firm of Ernst & Young as its
independent public accountants, and the Board selected Ernst & Young as auditors
for 1994. Representatives of Ernst & Young will be present at the meeting, will
be given the opportunity to make any statement they desire to make and will be
available to respond to questions.
* If both this amendment and the amendment described above under Increase in
Number of Authorized Shares of Common Stock, the text of which is there set
forth, are approved, shareholders will be deemed to have approved an amendment
of the Articles of Incorporation the text of which is set forth in Exhibit C.
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MATTERS TO BE PRESENTED AT THE 1994 ANNUAL MEETING OF SHAREHOLDERS
Any qualified shareholder wishing to make a proposal to be acted upon at
the Annual Meeting of Shareholders in 1994 must submit such proposal, to be
considered by the Trust for inclusion in the proxy statement, to the Trust at
its principal office in Richmond, Virginia, no later than December 15, 1994.
OTHER MATTERS
Management knows of no matters other than those stated above likely to be
brought before the Annual Meeting. However, if any matters not now known come
before the Annual Meeting, the persons named in the enclosed proxy are expected
to vote the shares represented by such proxy on such matters in accordance with
their best judgment.
THE TRUST DEPENDS UPON ALL SHAREHOLDERS PROMPTLY SIGNING AND RETURNING THE
ENCLOSED PROXY TO AVOID COSTLY SOLICITATION. YOU CAN SAVE THE TRUST CONSIDERABLE
EXPENSE BY SIGNING AND RETURNING YOUR PROXY AT ONCE.
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EXHIBIT A
UNITED DOMINION REALTY TRUST, INC.
EMPLOYEES' STOCK PURCHASE PLAN
ARTICLE I
DEFINITIONS
Section 1.01. AUTHORIZATION means a writing signed by an employee of the
Trust eligible to participate in the Plan authorizing payroll
deductions for the purpose of purchasing Common Stock pursuant to
the Plan.
Section 1.02. BASIC COMPENSATION means for each Payroll Period, a
Participant's total base earnings (including commissions) before
withholding, excluding overtime payments, extra compensation,
bonus payments, or other similar payments from the Trust and any
contribution by the Trust to this or any other employee benefit
program. The preceding sentence to the contrary notwithstanding,
basic compensation shall include contributions to the United
Dominion Realty Trust, Inc. Profit Sharing Plan that are made by
the Participant pursuant to the Participant's salary reduction
election.
Section 1.03. BOARD means the Board of Directors of the Trust.
Section 1.04. COMMISSION means the United States Securities and Exchange
Commission.
Section 1.05. COMMITTEE means the Compensation Committee of the Board.
Section 1.06. COMMON STOCK means the Common Stock of the Trust, $1 par
value.
Section 1.07. CUSTOMARY EMPLOYMENT means employment by the Trust that is
not interrupted, provided that employment shall not be considered
interrupted by reason of absence due to regular vacation, service
in the armed forces or under any compulsory manpower act, jury
duty, sickness, injury for which compensation is being paid by
the Trust or its insurer under any workmen's compensation law, or
any leave of absence granted by the Trust, provided that such
absence does not continue beyond reasonable periods to be
established by the Committee.
Section 1.08. EXCHANGE ACT means the Securities Exchange Act of 1934, as
amended.
Section 1.09. INSIDER PARTICIPANT means a Participant who is a director,
officer or 10 percent beneficial owner of the Trust, in each case
within the meaning of Section 16 and the rules of the Commission
thereunder.
Section 1.10. NYSE means the New York Stock Exchange, Inc.
Section 1.11. PARTICIPANT means any employee of the Trust who meets the
requirements of Article VI and is participating in the Plan
pursuant to Article VII.
Section 1.12. PAYROLL PERIOD means the period for which any employee is
customarily compensated by the Trust.
Section 1.13. PLAN means the United Dominion Realty Trust, Inc. Employees'
Stock Purchase Plan.
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Section 1.14. PLAN SHARES means the shares of Common Stock subject to the
Plan.
Section 1.15. PURCHASE DATE means the last day of a Payroll Period.
Section 1.16. QUARTER means each calendar quarter.
Section 1.17. RULE 10B-6 means Rule 10b-6 (or any successor rule) of the
Commission under the Exchange Act.
Section 1.18. SECTION 16 means Section 16 (or any successor section) of
the Exchange Act.
Section 1.19. SECURITIES ACT means the Securities Act of 1933, as amended.
Section 1.20. TRUST means United Dominion Realty Trust, Inc.
ARTICLE II
PURPOSE
The Plan is intended to encourage ownership of Common Stock by certain
employees of the Trust and to provide additional incentive to employees to
remain with and promote the success of the business of the Trust.
ARTICLE II
EFFECTIVENESS OF PLAN
Section 3.01. EFFECTIVE DATE. The Plan shall become effective upon the last
to occur of (1) the effective date of registration under the Securities Act of
the Plan Shares, (2) the date of grant by the Attorney General of the State of
New York of an exemption of the offering of the Plan Shares from the provisions
of Section 352-e and Section 359-e, subdivisions 2, 3, 4, 5 and 6, of the
General Business Law of New York, and (3) the date of listing on the NYSE of the
Plan Shares subject to official notice of issuance.
Section 3.02. EFFECTIVENESS OF CERTAIN PLAN TRANSACTIONS. If the Plan Shares
or the sale thereof to a Participant is not exempt from registration or
qualification under the securities laws of the state in which such Participant
resides, no Plan Shares shall be purchased for such Participant until the Plan
Shares are so registered or qualified. No purchase of Plan Shares for the
account of any Insider Participant shall be effective unless the Plan is
approved by a majority of the votes entitled to be cast by the Trust's
shareholders, voting either in person or by proxy, at a duly held shareholders'
meeting within twelve months of adoption of the Plan by the Board, but upon such
approval all such purchases shall be effective as of the date of such meeting.
In the event that the Plan is not so approved, any Insider Participant may
within five business days after such shareholders' meeting by written notice to
the Trust direct the rescission of all or any purchases previously made for him,
and the Plan Shares which are the subject of any rescinded purchase shall
thereupon be transferred to the Trust and the purchase price thereof restored to
such Insider Participant's account.
ARTICLE IV
ADMINISTRATION
The Committee shall have full power and authority to administer the Plan
and to decide all questions regarding its construction and interpretation. The
Committee may also pass upon and decide cases presenting unusual circumstances
and in so doing shall act in a nondiscriminatory manner consistent with and to
further the purposes
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of the Plan. All decisions of the Committee shall be final and binding upon all
persons. The Committee shall keep a written record of its decisions.
No member of the Committee shall be liable for any act or omission in
connection with the execution of his duties or the exercise of his discretion
hereunder unless such act or omission constitutes gross negligence or willful
misconduct.
ARTICLE V
STOCK SUBJECT TO PLAN
The maximum aggregate number of shares of Common Stock that may be
purchased pursuant to the Plan is 100,000 shares, which number shall be subject
to appropriate adjustment by the Board in the event of stock dividends,
split-ups, recapitalizations or combinations.
ARTICLE VI
ELIGIBILITY
Each full-time employee of the Trust whose Customary Employment is for more
than 1,000 hours per year is eligible to participate in the Plan.
ARTICLE VII
PARTICIPATION
Section 7.01. ENROLLMENT IN THE PLAN. Participation in the Plan is entirely
voluntary. To become a Participant, an eligible employee must file an
Authorization with his payroll office not later than 25 days before the
beginning of a Quarter, provided that the Committee may authorize the filing of
an Authorization by a newly eligible employee at any other time.
Section 7.02. TERMINATION OF PARTICIPATION IN THE PLAN. A Participant may at
any time and for any reason terminate his participation in the Plan by
delivering written notice of termination to his payroll office. A Participant's
participation in the Plan shall also terminate upon termination of such
Participant's employment by the Trust for any reason, including death or
retirement. Upon termination of participation in the Plan, a certificate or
certificates for all Plan Shares purchased by the Participant and not
represented by certificates previously issued to him shall be issued to him or
his personal representative pursuant to Article VII, and any amount remaining in
the Participant's account shall be paid to him or his personal representative. A
Participant whose participation in the Plan has terminated may, if then
eligible, participate again by filing an Authorization in accordance with
Section 7.01. Upon termination of the Plan, certificates for Plan Shares shall
be issued and accounts paid as provided in this Section 7.02 to all
Participants.
Section 7.03. SUSPENSION OF PARTICIPATION IN THE PLAN. A Participant may at
any time and for any reason suspend his participation in the Plan by delivering
written notice of suspension to his payroll office. Upon receipt of such notice,
and until notified in writing by the Participant that his participation in the
Plan will resume, the Trust will suspend future payroll deductions and will
neither purchase Plan Shares with funds then credited to the Participant's
account nor credit Participant or Trust contributions, if any, to such account.
Suspended participation in the Plan may not resume during the same Quarter in
which suspended.
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Section 7.04. INSIDER PARTICIPANTS. An Insider Participant whose
participation in the Plan is terminated or suspended may not participate again
until at least six months (or such other period of nonparticipation as the
Commission may establish as a condition of exempting Insider Participant
purchases from subsection (b) of Section 16) from the effective date of
termination or suspension have elapsed.
ARTICLE VIII
PAYROLL DEDUCTIONS, PARTICIPANT CONTRIBUTIONS AND ACCOUNTS
A payroll deduction shall be made from the Basic Compensation of a
Participant each Payroll Period in such integral multiple of 1% as the
Participant shall specify in his Authorization. Such percentage may be changed
only by the filing of a new Authorization, specifying a different percentage, in
accordance with Section 7.01. Payroll deductions specified in any Authorization
shall commence with the first Payroll Period of the Quarter following filing of
such Authorization. Payroll deductions shall be credited to the Participant's
account.
A Participant may also contribute up to a maximum of $10,000 per year to
his account in addition to amounts credited to the account by way of payroll
deduction.
The Trust shall maintain accounts for each Participant showing separately
amounts credited by way of payroll deduction, amounts contributed by the
Participant, amounts contributed by the Trust, amounts deducted as withholdings
required by law, and amounts used to purchase Plan Shares.
ARTICLE IX
TRUST'S CONTRIBUTIONS
In the sole discretion of the Board, the Trust may contribute to a
Participant's account on any Purchase Date an amount up to but not exceeding
such payroll deduction. Such contribution may be in the form of a cash
contribution, in the event that Plan Shares purchased for such Participant are
purchased in an open market transaction, or in the form of a price discount, in
the event that such Plan Shares are purchased from the Trust.
ARTICLE X
CHARGES TO PARTICIPANT'S ACCOUNT; PURCHASE OF PLAN SHARES
Section 10.1. GENERAL. On each Purchase Date, there shall be deducted
from each Participant's account the amount required to be withheld by law with
respect to any Trust contribution (including price discount) to the Participant.
The balance remaining in the Participant's account after such deduction shall be
used to purchase on such Purchase Date in open market transactions or from the
Trust the largest number of Plan Shares the aggregate purchase price of which
will not exceed such balance.
The Trust shall place open market purchase orders in such name or names, at
such time or times, in such amount or amounts, with such broker or brokers and
with such instructions as to execution, as the Trust in its sole and absolute
discretion shall consider appropriate. The Trust shall pay any brokerage
commissions on the open market transactions.
Plan Shares purchased from the Trust shall be purchased at a price equal to
the average of the high and low sales prices of the Common Stock on the NYSE on
the Purchase Date, or, if no sales of Common Stock on the Purchase Date are
reported by the NYSE, on the day most recently preceding the Purchase Date on
which reported sales of Common Stock on the NYSE were effected.
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Section 10.2. SUSPENSION OF PURCHASES OF PLAN SHARES. Notwithstanding
any other provision of the Plan, the Trust's obligation to purchase Common Stock
on any Purchase Date shall be suspended if the Trust shall have been advised by
counsel that such purchase may be unlawful under Rule 10b-6 under the
circumstances then prevailing unless the Commission shall have exempted such
purchase under paragraph (j) of Rule 10b-6. Such suspension shall continue until
the next following Purchase Date as of which the Trust shall have been advised
by counsel that purchases of Common Stock are lawful under Rule 10b-6 or the
Commission shall have exempted purchases of Common Stock under paragraph (j) of
Rule 10b-6.
Any amount in the Participant's account not used to purchase Plan Shares at
the end of any Payroll Period shall be carried over in the account and used to
purchase Plan Shares at the end of the next Payroll Period, unless the
Participant's participation in the Plan is terminated before it can be so used.
ARTICLE XI
RIGHTS OF PARTICIPANTS TO PLAN SHARES
Section 11.01. GENERAL. A Participant becomes the record and beneficial
owner of any Plan Shares purchased for him pursuant to the Plan as of the
settlement date of the purchase transaction. The Trust shall maintain records
indicating the ownership of all such Plan Shares. No certificates for such Plan
Shares will be issued except as provided in Section 11.02. Until certificates
for such Plan Shares are issued, such Plan Shares will be enrolled in the
Trust's Dividend Reinvestment and Stock Purchase Plan and the Trust may refuse
to recognize transfers thereof as provided in Article XII, but otherwise
Participants shall have the exclusive right to receive distributions paid on
such Plan Shares, to vote such Plan Shares and to exercise all other rights of
the holders of Common Stock with respect to such Plan Shares.
Section 11.02. ISSUANCE OF CERTIFICATES TO PARTICIPANTS. Promptly after
receipt of a written request therefor by the Participant or upon termination of
the Participant's participation in the Plan, the trust will issue and deliver to
the Participant or his personal representative a certificate or certificates for
all (but not less than all) Plan Shares purchased for the Participant up to and
including the date of the request or the date of termination, as the case may
be, registered in the name of the Participant unless the Participant or his
personal representative shall have requested registration in a different name or
names.
ARTICLE XII
TRANSFERABILITY
The rights of a Participant under the Plan are not transferable or
assignable except to such Participant's personal representative upon his death
or adjudicated incompetence. The Trust may require proof reasonably satisfactory
to it of the due qualification of any person purporting to act as a
Participant's personal representative, but shall be under no obligation to do
so, and shall in any event incur no liability to any person for failing or
refusing to recognize a purported personal representative before such proof is
furnished, for recognizing in good faith a purported personal representative
without requiring such proof, or for any act or omission in reliance in good
faith on such proof.
The Trust shall be under no obligation, and shall incur no liability to any
person for failing or refusing, to recognize any purported transfer or
assignment of any interest in Plan Shares purchased for a Participant at any
time before issuance of a certificate or certificates for such Plan Shares
pursuant to Section 11.02. The Trust may
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as a condition or recognizing any such transfer require proof reasonably
satisfactory to it of payment of all applicable transfer taxes.
ARTICLE XIII
GENERAL PROVISIONS
Section 13.01. EXPENSES. The Trust shall bear all expenses of administering
the Plan.
Section 13.02. APPLICATION OF FUNDS. All funds received by the Trust from
the sale of Plan Shares shall be used for general corporate purposes.
Section 13.03. GOVERNING LAW. The Plan and all transactions pursuant thereto
shall be governed by and construed in accordance with the laws of Virginia.
Section 13.04. EFFECT ON EMPLOYMENT. Neither the adoption of the Plan nor
its operation shall be construed to affect in any way the terms on which any
Participant is employed by the Trust.
Section 13.05. UNFUNDED PLAN. The Plan shall be unfunded and the Trust shall
not be required to segregate any assets at any time for purposes of the Plan.
Any liability of the Trust to any person under the Plan shall be based solely
upon contractual obligations, if any, created pursuant to the Plan. No such
liability shall be deemed to be secured by any pledge or other encumbrance of
any property of the Trust.
Section 13.06. RULES OF CONSTRUCTION. Headings are given to the articles and
sections of the Plan solely as a convenience to facilitate reference. A
reference to any statute, regulation, or other provision of law shall be
construed to include any amendment to or successor of such provision of law.
ARTICLE XIV
TERMINATION AND AMENDMENT
The Plan may be terminated, modified or amended at any time or from time to
time by Board, provided that no modification or amendment required to be
approved by the shareholders of the Trust as a condition of exemption of
purchases of Plan Shares by Insider Participants from subsection (b) of Section
16 shall be effective until it is so approved, and provided further that such
approval may be retroactive to any date approved by the shareholders if
retroactive shareholder approval of the modification or amendment in question is
not prohibited by Section 16.
ARTICLE XV
COMPLIANCE WITH LAW
No transaction under the Plan shall be consummated except in compliance
with all applicable federal and state laws and regulations (including, without
limitation, withholding tax requirements) and the rules of all United States
stock exchanges on which the Common Stock is listed. The Trust may rely on an
opinion of its counsel as to such compliance.
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EXHIBIT B
Delete Articles 3, 4 and 5 of the current Articles of Incorporation and
substitute in lieu thereof the following:
3. The corporation shall have authority to issue 60,000,000 shares of
common stock having a par value of $1.00 per share and 25,000,000 shares of
preferred stock without par value. The Board of Directors of the corporation, by
adoption of an amendment of these Articles of Incorporation, may fix in whole or
in part the preferences, limitations and relative rights, within the limits set
forth in the Act, of any series within the preferred stock before the issuance
of any shares of that series. Stockholders shall not have preemptive rights to
acquire unissued shares of the corporation.
4. If the Board of Directors of the corporation shall, at any time and in
good faith, be of the opinion that direct or indirect ownership of shares of the
corporation has or may become concentrated in any individual or individuals to
an extent which would disqualify the corporation as a real estate investment
trust under the requirements of the Code applicable to the qualification of real
estate investment trusts (the REIT provisions), then the corporation shall have
the power
(a) to call for redemption by lot or other means deemed equitable
by the Board of Directors and to redeem a number of concentrated shares
sufficient, in the opinion of the Board of Directors, to maintain or bring the
direct or indirect ownership of shares of the corporation into conformity with
the REIT provisions; and
(b) to stop the transfer of its shares to any person whose
acquisition thereof would, in the opinion of the Board of Directors, result in
such disqualification.
The per share redemption price of any shares redeemed by the corporation
pursuant to paragraph (a) of this Article 4 shall be the highest closing bid
price quotation (if then traded over the counter) or the closing sale price (if
then listed on a national securities exchange) for the shares as of the business
day preceding the day on which notice of redemption is given as reported by any
source reasonably believed reliable by the Board of Directors, or, if no bid
price quotation or closing sale price for the shares is available, as determined
in good faith by the Board of Directors. From and after the date fixed for
redemption by the Board of Directors, the holder of any shares so called for
redemption shall cease to be entitled to dividends, voting rights and other
benefits with respect to such shares excepting only the right to payment of the
redemption price fixed as aforesaid. For the purpose of this Article 4, the
terms individual and ownership of shares shall be defined in accordance with or
by reference to the REIT provisions.
5. Holders of shares of the corporation shall upon demand disclose to the
corporation in writing such information with respect to direct and indirect
ownership thereof as the Board of Directors may deem necessary to enable the
corporation to comply with the REIT provisions or to comply with the
requirements of any other taxing authority.
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EXHIBIT C
Delete Articles 3, 4 and 5 of the current Articles of Incorporation and
substitute in lieu thereof the following:
3. The corporation shall have authority to issue 100,000,000 shares of
common stock having a par value of $1.00 per share and 25,000,000 shares of
preferred stock without par value. The Board of Directors of the corporation, by
adoption of an amendment of these Articles of Incorporation, may fix in whole or
in part the preferences, limitations and relative rights, within the limits set
forth in the Act, of any series within the preferred stock before the issuance
of any shares of that series. Stockholders shall not have preemptive rights to
acquire unissued shares of the corporation.
4. If the Board of Directors of the corporation shall, at any time and in
good faith, be of the opinion that direct or indirect ownership of shares of the
corporation has or may become concentrated in any individual or individuals to
an extent which would disqualify the corporation as a real estate investment
trust under the requirements of the Code applicable to the qualification of real
estate investment trusts (the REIT provisions), then the corporation shall have
the power
(a) to call for redemption by lot or other means deemed equitable
by the Board of Directors and to redeem a number of concentrated shares
sufficient, in the opinion of the Board of Directors, to maintain or bring the
direct or indirect ownership of shares of the corporation into conformity with
the REIT provisions; and
(b) to stop the transfer of its shares to any person whose
acquisition thereof would, in the opinion of the Board of Directors, result in
such disqualification.
The per share redemption price of any shares redeemed by the corporation
pursuant to paragraph (a) of this Article 4 shall be the highest closing bid
price quotation (if then traded over the counter) or the closing sale price (if
then listed on a national securities exchange) for the shares as of the business
day preceding the day on which notice of redemption is given as reported by any
source reasonably believed reliable by the Board of Directors, or, if no bid
price quotation or closing sale price for the shares is available, as determined
in good faith by the Board of Directors. From and after the date fixed for
redemption by the Board of Directors, the holder of any shares so called for
redemption shall cease to be entitled to dividends, voting rights and other
benefits with respect to such shares excepting only the right to payment of the
redemption price fixed as aforesaid. For the purpose of this Article 4, the
terms individual and ownership of shares shall be defined in accordance with or
by reference to the REIT provisions.
5. Holders of shares of the corporation shall upon demand disclose to the
corporation in writing such information with respect to direct and indirect
ownership thereof as the Board of Directors may deem necessary to enable the
corporation to comply with the REIT provisions or to comply with the
requirements of any other taxing authority.
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PROXY SOLICITATED BY THE Shares of Common Stock
BOARD OF DIRECTORS
United Dominion Realty Trust, Inc.
Annual Meeting of Shareholders
May 10, 1994
The undersigned hereby appoints C. Harmon Williams, Jr. and John P. McCann
proxies, each with full power to appoint his substitute, and hereby authorizes
them to represent and to vote all shares of Common Stock of the undersigned in
United Dominion Realty Trust, Inc. at the Annual Meeting of Shareholders to be
held on May 10, 1994, and at any and all adjournments thereof.
(Please date and sign on the reverse side)
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder. If no direction is made, this proxy will be voted
FOR election of all nominees for the Board of Directors who are listed below,
and FOR all other items listed below.
1. Election of Directors Jeff C. Bane, Robert P. Buford, R. Toms Dalton,
Jr., James Dolphin, Barry M. Kornblau, John C.
Lanford, John P. McCann, H. Franklin Minor, and
C. Harmon Williams, Jr.
FOR all nominees WITHHOLD
listed to the right AUTHORITY (Instructions: To withhold authority to vote
(except as marked to vote for any individual nominee write that
to the contrary all nominee's name in space provided below.)
nominees
listed ----------------------------------------------
( ) ( )
2. Employees' Stock Purchase Plan, as described in the Trust's Proxy Statement
dated April 11, 1994, a copy of which has been received.
( ) FOR ( ) AGAINST ( ) ABSTAIN
3. Authorization of Preferred Stock, as described in the Proxy Statement.
( ) FOR ( ) AGAINST ( ) ABSTAIN
4. Increase in Authorized Common Stock, as described in the Proxy Statement.
( ) FOR ( ) AGAINST ( ) ABSTAIN
5. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
Dated: __________________________, 1994
_______________________________________
_______________________________________
(Signatures)
Please sign exactly as your name(s)
appear(s) on this proxy. Only one owner
of jointly owned shares need sign. When
signing in a representative capacity,
please give title. PLEASE MARK, SIGN,
DATE AND PROMPTLY RETURN THIS PROXY
USING THE ENCLOSED ENVELOPE.
