SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1994
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission file number 1-10524
UNITED DOMINION REALTY TRUST, INC.
(Exact name of registrant as specified in its charter)
Virginia 54-0857512
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
10 South Sixth Street, Suite 203 Richmond, Virginia 23219-3802
(Address of principal executive offices)
Registrant's telephone number, including area code (804) 780-2691
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months, and (2) has been subject to filing
requirements for at least the past 90 days.
Yes x No
Indicate the number of shares outstanding of each of the issuer's class of
common stock as the latest practicable date.
Class Outstanding at November 3, 1994
Common Stock, $1 par value 50,210,640
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UNITED DOMINION REALTY TRUST, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited)
(in thousands, except share data)
September 30, December 31,
1994 1993
Assets
Real estate owned (Note 5):
Apartments $ 865,803 $ 503,226
Shopping centers 74,384 74,404
Office and industrial buildings 4,598 4,583
944,785 582,213
Less accumulated depreciation 111,387 91,444
833,398 490,769
Cash and cash equivalents 25,770 5,773
Other assets 12,689 9,298
$ 871,857 $ 505,840
Liabilities and Shareholders' Equity
Mortgage notes payable $ 126,219 $ 72,862
Notes payable (Note 3) 356,195 156,558
Accounts payable, accrued expenses
and other liabilities 18,695 9,169
Distributions payable to shareholders 9,744 7,288
510,853 245,877
Shareholders' equity (Note 4):
Common stock, $1 par value;
100,000,000 shares authorized,
50,210,440 shares issued and
outstanding (41,653,097 in 1993) 50,210 41,653
Preferred stock, 25,000,000 shares
authorized, no shares outstanding -- --
Additional paid-in capital 408,976 302,486
Notes receivable from officer shareholders (4,089) (4,384)
Distributions in excess of net income (94,093) (79,792)
Total shareholders' equity 361,004 259,963
$ 871,857 $ 505,840
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UNITED DOMINION REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except per share data)
<TABLE>
Three Months Ended Nine Months Ended
September 30, September 30,
1994 1993 1994 1993
<S> <C> <C> <C> <C>
Income
Property operations:
Rental income $39,526 $22,683 $95,905 $64,601
Property Expenses:
Utilities 3,072 1,969 7,928 5,649
Repairs and maintenance 6,166 3,930 14,607 9,947
Real estate taxes 2,611 1,370 6,475 4,239
Property management 1,361 587 3,169 1,688
Other operating expenses 3,615 2,078 8,469 5,624
Real estate depreciation 8,016 4,920 20,035 14,436
14,685 7,829 35,222 23,018
Interest and other income 155 384 541 497
14,840 8,213 35,763 23,515
Expenses
Interest 7,510 4,295 17,984 12,681
General and administrative (Note 6) 1,135 838 3,730 2,566
Other depreciation and amortization 200 147 571 406
8,845 5,280 22,285 15,653
Income before gains (losses) on invest-
ments and extraordinary item 5,995 2,933 13,478 7,862
Loss on sale of investment (20) -- (20) (89)
Income before extraordinary item 5,975 2,933 13,458 7,773
Extraordinary item - early
extinguishment of debt -- -- (89) --
Net income $ 5,975 $ 2,933 $ 13,369 $ 7,773
Net income per share:
Before extraordinary item $ .12 $ .07 $ .30 $ .21
Extraordinary item -- -- -- --
$ .12 $ .07 $ .30 $ .21
Dividends declared per share $ .195 $ .175 $ .585 $ .525
Weighted average number of
shares outstanding 50,153 40,527 44,814 37,080
</TABLE>
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UNITED DOMINION REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
<TABLE>
Nine Months Ended
September 30,
1994 1993
<S>
OPERATING ACTIVITIES: <C> <C>
Net income $ 13,369 $ 7,773
Adjustments to reconcile net income to
net cash provided by operating activities:
Loss on sale of investment 20 89
Extraordinary item 89 --
Depreciation and amortization 20,613 14,851
Adoption of SFAS No. 112 "Employers' Accounting
for Postemployment Benefits (Note 7) 450 --
Changes in operating assets and liabilities:
Decrease in rents and other receivables 6 229
Increase in accounts payable and accrued expenses 9,069 4,687
Increase in prepaid expenses and other assets (2,982) (970)
Net cash provided by operating activities 40,634 26,659
INVESTING ACTIVITIES:
Acquisitions of real estate, net of debt assumed (308,678) (77,062)
Capital expenditures (12,676) (6,568)
Sale of investment, net of mortgage note receivable 1,943 69
Purchase of mortgage note receivable -- (1,907)
Collection of mortgage notes receivable 102 16
Net cash used in investing activities (319,309) (85,452)
FINANCING ACTIVITIES:
Net proceeds from issuance of shares 115,343 78,615
Increase in mortgages and notes payable 256,329 65,800
Net repayments under bank lines of credit (28,650) (28,500)
Cash distributions paid to shareholders (25,214) (19,261)
Scheduled mortgage principal payments (948) (622)
Payments on notes and non-scheduled
mortgage principal payments (18,188) (16,846)
Net cash provided by financing activities 298,672 79,186
Net increase in cash and cash equivalents 19,997 20,393
Cash and cash equivalents, beginning of period 5,773 1,105
Cash and cash equivalents, end of period $ 25,770 $21,498
</TABLE>
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<TABLE>
UNITED DOMINION REALTY TRUST, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
NINE MONTHS ENDED SEPTEMBER 30, 1994
(UNAUDITED)
(In thousands, except share and per share amounts)
Common Stock, $1 Par Value Additional Receivable Distributions Total
Number Preferred Paid-in from Officer in Excess of Shareholders'
of Shares(a) Amount Stock Capital Shareholders Net Income Equity
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1993 41,653,097 $41,653 - $302,486 ($4,384) ($79,792) $259,963
Shares issued in public offering 8,479,400 8,479 - 105,721 114,200
Exercise of share options 50,285 50 - 403 453
Shares purchased by officers
net of repayments (7,500) (7) - (106) 295 182
Shares issued through dividend
reinvestment program 35,155 35 - 472 507
Net income for the nine months - 13,369 13,369
Distributions declared
($.585 per share) - (27,670) (27,670)
Balance at September 30, 1994 50,210,440 $50,210 - $408,976 ($4,089) ($94,093) $361,004
</TABLE>
(a) See Note 4 to Financial Statements
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1994
(Unaudited)
1. The consolidated financial statements include the accounts of United
Dominion Realty Trust (the "Trust") and its subsidiaries, all of which are
wholly-owned subsidiaries. All significant inter-company accounts and
transactions have been eliminated in consolidation. The financial
information furnished reflects all adjustments which are necessary for a fair
presentation of financial position at September 30, 1994 and the results of
operations for the interim periods ended September 30, 1994 and 1993. Such
interim results are not necessarily indicative of the results that can be
expected for a full year. The accompanying financial statements should be
read in conjunction with the audited financial statements and related notes
appearing in the Trust's 1993 Annual Report.
2. Certain previously reported amounts have been reclassified to conform
with the current financial statements presentation.
3. On April 7, 1994 the Trust issued $75 million of 7 1/4% Senior Notes due
on April 1, 1999. Net proceeds of $74.3 million were used to repay then
existing bank debt and to fund subsequent apartment acquisitions. On
September 27, 1994, the Trust completed a $150 million public offering of 8
1/2% Senior Debentures due September 15, 2024. The Debentures include an
investor put feature which grants the debentureholder a one time option to
redeem debentures at the end of 10 years. Net proceeds approximated $148.6
million and were used to repay, in full, then existing bank debt of $115.3
million and to help fund subsequent apartment acquisitions. At September 30,
1994, $16.8 million of the net proceeds were temporarily invested in short-
term money market investments.
During the third quarter, the Trust entered into two interest rate
hedge transactions involving futures contracts with a total principal amount
of $150 million to hedge against possible interest rate fluctuations during
the period prior to the issuance of the $150 million Debentures. The net
economic effect of these two transactions was to reduce the interest rate on
the Debentures to 8.22% for 10 years. These contracts were terminated upon
issuance of the Debentures. Gains from these contracts of $3.5 million, are
deferred as an adjustment to the carrying amount of the debentures and will
be amortized as a reduction of interest expense over the life of the
debentures to the put date.
4. Near the end of June, 1994, the Trust completed a public offering of
8,479,400 shares of its common stock at $14.25 per share. Net proceeds of
the offering after deducting underwriting commissions and direct offering
costs aggregated approximately $114 million, of which approximately $17.9
million was used to repay then existing bank debt. The remaining net
proceeds were temporarily invested in short-term money market investments and
were subsequently used to purchase 22 apartment communities on June 30, 1994
and July 1, 1994.
5. During the third quarter of 1994, the Trust acquired 32 apartment
communities containing 7,102 units at a total cost of $258.3 million,
including closing costs. During the nine months ended September 30, 1994,
the Trust acquired 40 apartment communities containing 9,698 units at a total
cost of $352.5 million, including closing costs. In connection with these
acquisitions, the Trust assumed $30.6 million in mortgage notes payable.
These acquisitions include 25 properties (5,166 units) of a 26 property
portfolio that the Trust acquired during the third quarter of 1994 for a
total cost of $169.7 million, including closing costs. The final portfolio
property contains 152 units and was acquired on November 1, 1994, for $2.3
million, excluding closing costs. The operating results of the portfolio
properties are included in the Trust's consolidated results of operations
from the date of acquisition. Unaudited pro forma condensed results of
operations for the nine months ended September 30, 1994 and 1993, which
assumes that the portfolio acquisition had occurred at the beginning of the
period are as follows (in thousands, except per share amounts):
Pro forma Pro forma
Nine Months Ended Nine Months Ended
September 30, 1994 September 30, 1993
Rental Income $110,304 $85,860
Property Expenses 70,167 55,947
Income from property operations 40,137 29,913
Income before losses on investments
and extraordinary item 15,675 11,462
Net income 15,586 11,373
Net income per share .31 .25
The pro forma information presented is not necessarily indicative of
actual results that would have been achieved had the portfolio acquisition
occurred at the beginning of the year, nor is it intended to be a projection
of future results.
6. At the beginning of 1994, the Trust adopted the provisions of SFAS No.
112, "Employers' Accounting for Postemployment Benefits". The cumulative
effect of this accounting change was to decrease net income by $450,000 or
$.01 per share for the first quarter of 1994. This change is included in the
caption "general and administrative" expense in the Trust's income statement.
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UNITED DOMINION REALTY TRUST, INC.
Form 10-Q
Quarter Ended September 30, 1994
MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION AND OPERATIONS
Funds from operations is defined as income before gains (losses) on
investments and extraordinary items adjusted for certain non-cash items,
primarily real estate depreciation. The Trust considers funds from
operations in evaluating property acquisitions and its operating performance
and believes that funds from operations should be considered along with, but
not as an alternative to, net income and cash flows as a measure of the
Trust's operating performance and liquidity. Funds from operations does not
represent cash generated from operating activities in accordance with
generally accepted accounting principles and is not
necessarily indicative of cash available to fund cash needs.
RESULTS OF OPERATIONS
For the third quarter of 1994, the Trust reported increases over the
comparable 1993 quarter in rental income, income from property operations,
net income, and funds from operations. Third quarter 1994 rental income was
$39.5 million compared to $22.7 million in the third quarter of 1993, an
increase of $16.8 million or 74.0%. Income from property operations
excluding depreciation, increased from $12.7 million to $22.7 million, an
increase of $10.0 million or 78.7%. Net income for the third quarter totaled
$6.0 million which was $3.0 million or 100%, greater than the $3.0 million
reported in last year's third quarter. On a per share basis, net income
increased from $.07 for the third quarter of 1993 to $.12 in the third
quarter of 1994. Funds from operations increased 77.5% from $8.0 million
last year to $14.2 million in the current year's third quarter.
The Trust's 1994 acquisitions made the largest contribution to the
reported increases. The Trust's 1993 acquisitions and improved results from
its core portfolio of mature apartments also had a positive impact on third
quarter results. For the 13,832 mature apartment units (57 complexes) that
have been owned since the beginning of 1993, occupancy was 95.6% in the
current quarter compared to 91.5% for the third quarter last year. Average
rents at these properties grew by 3.0%, operating expenses increased 0.8% and
the operating expense ratio decreased 3.0% to 44.1%. As a result, net
operating income from these apartment units increased 13.6% or $1,264,000.
For the remaining 13,715 apartment units (56 complexes), acquired by the
Trust since January 1, 1993, occupancy averaged 93.1% during the third
quarter and their operating expense ratio was 42.9%. During the third
quarter of 1994, average occupancy for all 27,547 units owned at September
30, 1994 was 94.3% and the operating expense ratio was 43.5% during the third
quarter of 1994. During the third quarter of 1993, the 16,627 units then
owned had average occupancy of 91.3% and an operating expense ratio of 46.7%.
For the third quarter, net operating income from commercial properties
increased $87,000 or 4.9% from the third quarter last year.
During the third quarter, interest expense was approximately $3.2 million
higher than it was in the third quarter of 1993 as the Trust had
significantly more debt outstanding on average in 1994 than in 1993. On a
per share basis, interest expense increased $.04.
For the third quarter of 1994, depreciation expense totaled $8.0 million
versus $4.9 million for the third quarter of 1993. The increase of $3.1
million results almost exclusively from the portfolio expansion that has
occurred during the last year.
For the first nine months of 1994, the Trust reported increases over the
comparable 1993 period in rental income, income from property operations, net
income and funds from operations. The majority of the reported increases
were attributable to the contribution of those communities acquired since
the beginning of 1993 and, to a lesser extent, stronger rental demand
throughout the Trust's market region. The performance of the Trust's mature
group of apartments contributed to the increases with occupancy at 94.1% in
the current year compared to 91.5% for the first nine months last year.
Average rents at these properties grew by 3.0% and operating expenses
increased 4.0%, decreasing the operating expense ratio .9% to 44.3%. Net
operating income from these apartment units was up $2,175,000 or 7.6%. For
the remaining 13,715 apartment units acquired by the Trust since the
beginning of 1993, occupancy averaged 92.8% during the first nine months of
1994 and operating expenses averaged 43.3% of revenues. Average occupancy
for all 27,547 units owned at September 30, 1994 was 93.6% and the operating
expense ratio was 43.9% for the first nine months of 1993, the 16,627 units
then owned had average occupancy of 91.5% and an operating expense ratio of
44.9%.
For the first nine months of 1994, net operating income from commercial
properties increased $238,000, or 4.3% from the first nine months last year,
reflecting primarily additional small tenant leases.
Interest expense for 1994 increased by approximately $5.3 million
reflecting the financing of approximately $238.5 million of apartment
acquisitions since January, 1994 with bank lines of credit, tax-exempt bonds,
$75 million of senior unsecured notes that were publicly sold in early April
1994, and $150 million of debentures that were publicly sold on September 27,
1994. On a per share basis, interest expense increased $.06 in the first
nine months of 1994 versus the first nine months of 1993.
For the first nine months of 1994, depreciation expense totaled $20.0
million versus $14.4 million in 1993. The increase of $5.6 million reflects
the portfolio expansion that has occurred during the past year.
Management expects that the Trust's operating results for the remainder
of 1994 will show continued improvement when compared to the comparable
period last year as a result of the continued positive impact of the 1993 and
1994 acquisitions and anticipated occupancy gains and rent growth.
FINANCIAL CONDITION
As a qualified REIT, the Trust distributes a substantial portion of its
cash flow to its shareholders in the form of dividends. Consequently, new
acquisitions, property renovations and expansions, major capital improvements
and balloon debt payments are funded by a variety of primarily external
sources including bank borrowings, the issuance of equity and debt in public
and private transactions and, to a much lesser extent, property sales and
mortgage financings.
At the beginning of 1994, the Trust had approximately $5.8 million of
cash and cash equivalents and $32.4 million of available and unused bank
lines of credit. Since the beginning of the year, the Trust has expanded its
bank lines of credit to $103.5 million, an increase of $42.5 million. On
April 7, 1994, the Trust completed a $75 million public offering of 7 1/4%
senior unsecured notes due April 1, 1999. The notes were priced at 99.833%
to yield 7.29% to maturity. Net proceeds of the debt offering of $74.3
million were utilized to repay, in full, outstanding bank debt and to fund
subsequent apartment acquisitions. Near the end of June, 1994, the Trust
completed a public offering of 8,479,400 shares of its common stock at $14.25
per share. Net proceeds of the offering, after deducting underwriting
commissions and direct offering costs, aggregated approximately $114 million,
of which approximately $17.9 million was used to curtail then existing bank
debt. The remaining net proceeds were temporarily invested in short-term
money market investments and were subsequently used to purchase a portfolio
of apartment communities (See Note 5). On September 27, 1994, the Trust
completed a $150 million public offering of 8 1/2% Debentures due September
15, 2024. The Debentures include an investor put feature which grants the
debentureholder a one time option to redeem debentures at the end of 10 years.
The Debentures were priced at 99.689% to yield 8.55% to maturity. During the
quarter, the Trust executed two interest rate hedge transactions involving
futures contracts which had the effect of reducing the interest rate on the
debentures to 8.22% for ten years. Net proceeds of approximately $148.6
million were used to repay, in full, then existing bank debt of $115.3
million, with a weighted average interest rate of 5.43%, and to purchase an
apartment community on September 30, 1994. The remaining net proceeds were
temporarily invested in short-term money market instruments. At September 30,
1994, the Trust had $16.8 million of such temporary investments and $103.5
million of unused bank lines of credit available to it.
During the first nine months of 1994, the Trust completed four separate
tax-exempt bond financing transactions as follows: (i) bonds totaling $5
million with a final maturity in 2024, a weighted average interest rate of
6.5% and a weighted average life of 15.17 years were placed on Forestbrook
Apartments in Columbia, South Carolina, (ii) bonds totaling $6.2 million with
a final maturity in 2024, a weighted average interest rate of 6.56% and a
weighted average life of 17.21 years were placed on Parkwood Court Apartments
in Alexandria, Virginia, (iii) existing tax-exempt bonds on Lakeside North
Apartments in Orlando, Florida, totaling $12.4 million were placed on an
interim basis at 4.75% until the end of the year when they will become
eligible for full refunding, and (iv) bonds totaling $3.0 million were
refunded with new bonds totaling $3 million, with a final maturity in 2023,
a weighted average interest rate of 6.56%, and a weighted average life of
16.36 years on Laurel Ridge Apartments in Roanoke, Virginia.
During the third quarter, the Trust closed on 25 of the 26 properties
included in a portfolio which had been under contract since April 1, 1994.
The 25 communities contain 5,166 units and were purchased for $169.7 million,
including closing costs, from entities affiliated with Clover Financial
Corporation, a New Jersey Corporation. The 25 apartment communities are
located in Alabama (2), Delaware (2), Florida (1), Georgia (1), Maryland (4),
North Carolina (5), South Carolina (8) and Virginia (2). The remaining
property, located in South Carolina was purchased on November 1, 1994 for
$2.3 million, excluding closing costs, all cash. In addition to the
portfolio properties, the Trust acquired seven additional apartment
communities (1,936 units) at a total cost of approximately $84.4 million. On
July 22, 1994, the Trust acquired a 228 unit garden community in Wilmington,
North Carolina for $9.2 million ($40,400/unit), all cash. On July 22, 1994,
the Trust acquired a 352 unit garden community in Jacksonville, Florida for
$13.0 million ($36,900/unit) and approximately $12.5 million tax-exempt
housing bonds encumbering the property. On August 11, 1994, the Trust
acquired a 200 unit garden community in Ft. Myers, Florida, for $6.6 million
($33,000/unit), all cash. On August 19, 1994, the Trust acquired a 304 unit
garden community in Columbia, South Carolina for $11.3 million ($37,200/unit)
subject to a 7.125% first mortgage in the amount of $8.3 million. On
September 1, 1994, the Trust acquired a 248 unit garden community in Naples,
Florida, that was purchased for $9.1 million ($36,700/unit) subject to a 7
1/2% first mortgage in the amount of $5.1 million. On September 21, 1994,
the Trust purchased a 352 unit garden community in Coral Springs, Florida, at
a cost of $24.4 million ($69,300/unit), all cash. On September 30, 1994, the
Trust acquired a 252 unit garden community in Miami Lakes, Florida that was
purchased for $13.8 million ($54,800/unit), all cash.
In April, 1993 the Trust engaged outside property management for most of
its shopping center properties following management's decision to exit the
commercial property business. Management recently began to offer certain of
the Trust's shopping centers for sale and anticipates that some or all of
these centers will be sold during the remainder of 1994 and early 1995. The
Trust is committed to the disposition of most of its commercial properties
over the next few years.
The Trust's liquidity and capital resources are believed to be more than
adequate to meet its cash requirements for the foreseeable future.
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
Form 10-Q
Quarter Ended September 30, 1994
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) The exhibits listed on the accompanying index to exhibits are filed
as part of this quarterly report.
(b) Reports on Form 8-K
(i) A Form 8-K dated July 1, 1994 was filed with the Securities
and Exchange Commission on July 18, 1994. The filing reported
the acquisition of 21 apartment communities included in a 25
property portfolio. (As previously reported on Form 8-K dated
May 26, 1994 which was filed with the Securities and Exchange
Commission on May 26, 1994 as subsequently amended by Form 8-
K/A No. 1 filed on June 7, 1994, Form 8-K/A No. 2 filed on
June 16, 1994 and Form 8-K/A No. 3 filed on July 15, 1994).
(ii) A Form 8-K dated August 31, 1994 was filed with the Securities
and Exchange Commission on August 31, 1994. The filing
updated the the Pro Forma Financial Information to include
operating results for the six months ended June 30, 1994. (As
previously reported on Form 8-K dated May 26, 1994 which was
filed with the Securities and Exchange Commission on May 26,
1994 as subsequently amended by Form 8-K/A No. 1 filed on June
7, 1994, Form 8-K/A No. 2 filed on June 16, 1994 and Form 8-
K/A No. 3 filed on July 15, 1994 which included Pro Forma
Financial Information for the three months ended March 31,
1994).
(iii) A Form 8-K dated September 1, 1994 was filed with the
Securities and Exchange Commission on September 16, 1994 as
subsequently amended by Form 8-K/A filed November 14, 1994.
The filing reported the acquisition of a certain property
which was deemed to be significant. The financial statements
filed as part of this report are the combined statements of
rental operations of Griffin Crossing Apartments, Regatta
Shores Apartments, Clear Run Apartments, Alexander Glen
Apartments, Hampton Greene Apartments and Santa Barbara
Landing Apartments.
(iv) A Form 8-K dated October 14, 1994 was filed with the
Securities and Exchange Commission on October 31, 1994. The
filing reported the acquisition of certain properties which in
the aggregate were deemed to be significant.
<PAGE>
<TABLE>
FORM 10-Q FOR QUARTER ENDED SEPTEMBER 30, 1994
EXHIBIT INDEX
Item 6(a)
References to pages under the caption "Location" are to be sequentially
numbered pages of the manually signed original of this Form 10-Q, and references
to exhibits, forms or other filings indicate that the exhibit, form or other
filing referred to has been filed, that the indexed exhibit and the exhibit
referred to are the same and that the exhibit referred to is incorporated
herein by reference.
Exhibit Description Location
<S> <C> <C>
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 to Articles of Exhibit 6(a)(i) to the Trust's Form 8-A
Incorporation 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 Exhibit 4(i) to the Trust's Annual
Certificate Report on Form 10-K for the year ended December 31, 1993.
4(ii)(a) Loan Agreement dated as of Exhibit 6(c)(1) to the Trust's Form
November 7, 1994, between the 8-A Registration Statement
Trust and Aid Association for
Lutherans
4(ii)(b) Loan Agreement dated as of Exhibit 6(c)(2) to the Trust's Form
November 14, 1991, between the 8-A Registration Statement
Trust and Signet Bank/Virginia
4(ii)(c) Note Purchase Agreement dated Exhibit 6(c)(3) to the Trust's Form
as of February 19, 1992, between 8-A Registration Statement
the Trust and Principal Mutual
Life Insurance Company
4(ii)(d) Credit Agreement dated as of Exhibit 6(c)(4) to the Trust's Form
December 15, 1992, between the 8-A Registration Statement
Trust and Signet Bank/Virginia
4(ii)(e) Note Purchase Agreement dated Exhibit 6(c)(5) to the Trust's Form
as of January 15, 1993, between 8-A Registration Statement
the Trust and CIGNA Property 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
4(ii)(f)(1) Indenture dated as of April 1, 1994, Exhibit 4(ii)(f)(1) to the Trust's
between the Trust and NationsBank Quarterly Report on Form 10-Q for
of Virginia, N.A., as Trustee the quarter ended March 31, 1994
4(ii)(f)(2) Resolution of the Board of Directors Exhibit 4(ii)(f)(2) to the Trust's
of the Trust establishing terms of Quarterly Report on Form 10-Q for
7 1/4% Notes due April 1, 1999 the quarter ended March 31, 1994
4(ii)(f)(3) Form of 7 1/4% Notes due Exhibit 4(ii)(f)(3) to the Trust's
April 1, 1999 Quarterly Report on Form 10-Q for
the quarter ended March 31, 1994
4(ii)(f)(4) Resolution of the Board of Filed herewith
the Trust establishing terms of
8 1/2% Debentures due September
15, 2024
4(ii)(f)(5) Form of 8 1/2% Debentures Filed herewith
due September 15, 2024
</TABLE>
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UNITED DOMINION REALTY TRUST, INC.
Form 10-Q
Quarter Ended September 30, 1994
SIGNATURES
Pursuant to the requirements of Section 15(d) of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
UNITED DOMINION REALTY TRUST, INC.
Date: November 14, 1994 /s/ James Dolphin
James Dolphin, Senior Vice President
Chief Financial Officer
Date: November 14, 1994 /s/ Jerry A. Davis
Jerry A. Davis
Vice President & Corporate Controller
Exhibit 4(ii)(f)(4)
WHEREAS, in resolutions adopted on August 9, 1994 (the "Resolutions"), the
Board of Directors authorized the registration, issuance and sale of
securities of various types, including but not limited to senior unsecured
debt securities, subordinated debt securities, common stock, preferred stock
and securities convertible without consideration into securities of the
foregoing types, having an aggregate public offering price of $400,000,000
(the "Offered Securities"); and
WHEREAS, pursuant to the Resolutions, the Trust filed with the Securities and
Exchange Commission (the "Commission") a registration statement on Form S-3
(File No. 33-55159) (the "Registration Statement") relating to the Offered
Securities and the Commission declared the Registration Statement effective
on August 26, 1994; and
WHEREAS, the Board of Directors has determined to designate a series of
senior debt securities (the "Debentures") pursuant to the Indenture dated as
of April 1, 1994 (the "Indenture"), from the Trust to NationsBank of
Virginia, N.A., as Trustee (the "Trustee"), and to offer and sell the
Debentures as Offered Securities to Goldman, Sachs & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated and NationsBanc Capital Markets, Inc.
(collectively, the "Underwriters"), pursuant to an underwriting agreement and
pricing agreement (together, the "Underwriting Agreement") between the Trust
and the Underwriters in substantially the form of Exhibit 1(a) to the
Registration Statement, for reoffering by the Underwriters to the public;
RESOLVED, that in accordance with Section 301 of the Indenture, the following
terms of the Debentures are hereby established (terms used in these
resolutions having the same definitions as in the Indenture):
(1) The Debentures shall constitute a series of Securities having
the title "8 1/2% Debentures due September 15, 2024."
(2) The aggregate principal amount of the Debentures that may be
authenticated and delivered under the Indenture (except for Debentures
authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Debentures pursuant to Sections 304,
305, 306, 906, 1107 or 1305 of the Indenture) shall be $150,000,000.
(3) The entire outstanding principal of the Debentures shall be
payable on September 15, 2024, subject to prior redemption at the option
of the Holders thereof as described in paragraph (7).
(4) The rate at which the Debentures shall bear interest shall be
8 1/2% per annum; the date from which such interest shall accrue shall be
September 27, 1994; the Interest Payment Dates on which such interest
will be payable shall be March 15 and September 15 in each year,
beginning March 15, 1995; the Regular Record Dates for the interest
payable on the Debentures on any Interest Payment Date shall be the
preceding March 1 (in the case of interest payable on any March 15) and
September 1 (in the case of interest payable on any September 15); and
the basis upon which interest shall be calculated shall be that of a
360-day year consisting of twelve 30-day months.
(5) The place in addition to the Borough of Manhattan, The City of
New York, where the principal of and interest on the Debentures shall be
payable and Debentures may be surrendered for registration of transfer
or exchange shall be the Corporate Trust Operations Office of the
Trustee at 715 Peachtree Street, N.E., Midtown Center, 7th Floor,
Atlanta, Georgia 30308. The place in addition to the Borough of
Manhattan, The City of New York, where notices or demands to or upon the
Trust in respect of the Debentures and this Indenture may be served
shall be the Corporate Trust Office of the Trustee at 600 East Main
Street, Suite 1700, Richmond, Virginia 23219.
(6) The Debentures shall not be redeemable at the option of the
Trust.
(7) The Trust shall be obligated to redeem any Debenture, or any
portion of the principal amount thereof that is an integral multiple of
$1,000, at the option of the Holder thereof, on September 15, 2004 (the
"Redemption Date") at a Redemption Price equal to 100% of the principal
amount thereof to be redeemed, plus interest accrued to the Redemption
Date. To exercise such option, such Holder shall deliver or cause to be
delivered to the Trust, and the Trust shall receive at its office or
agency in the Borough of Manhattan, The City of New York, during the
period beginning July 15, 2004 and ending at 5:00 P.M. (New York City
time) on August 15, 2004 (or, if August 15, 2004 is not a Business Day,
on the next succeeding Business Day), the Debenture or Debentures to be
redeemed in whole or in part with the form entitled "Option to Require
Redemption on September 15, 2004" on the reverse side of such Debenture
or Debentures duly completed. Any such exercise of such option shall be
irrevocable. All questions as to the validity, form, eligibility
(including time of receipt) and acceptance of any Debenture for
redemption will be determined by the Trust, whose determination shall be
final and binding.
(8) The Debentures shall be issuable in denominations of $1,000
and any integral multiple thereof.
(9) In addition to the Trustee, Midwest Clearing Corporation, 40
Broad Street, 22d Floor, New York, New York 10004 is appointed Paying
Agent for the Debentures. The office or agency of such Paying Agent in
the Borough of Manhattan, The City of New York, is designated the office
or agency of the Trust in the Borough of Manhattan, The City of New
York, at which Debentures may be surrendered for redemption at the
option of the holders thereof.
(10) The entire outstanding principal amount of the Debentures
shall be payable upon declaration of acceleration of the maturity
thereof pursuant to Section 502 of the Indenture.
(11) Payment of the principal of and interest on the Debentures
shall be payable in Dollars and the Debentures shall be denominated in
Dollars.
(12) No Make-Whole Amount shall be payable in connection with any
optional redemption or accelerated payment of any Debenture.
(13) The Holders of the Debentures shall have no special rights in
addition to those provided in the Indenture upon the occurrence of any
particular events.
(14) There shall be no deletions from, modifications of or
additions to the Events of Default or covenants of the Trust with
respect to the Debentures set forth in the Indenture.
(15) The Debentures shall be issuable only as Registered Securities
in permanent global form (without coupons). Beneficial owners of
interests in the permanent global Debenture may exchange such interests
for Debentures of like tenor of any authorized form and denomination
only in the manner provided in Section 305 of the Indenture. DTC shall
be the depositary with respect to the permanent global Debenture. The
form of such permanent global Debenture filed with the minutes of this
meeting and identified as Exhibit A is hereby approved.
(16) The Debentures shall not be issuable as Bearer Securities.
(17) Interest on any Debenture shall be payable only to the Person
in whose name that Debenture (or one or more Predecessor Securities
thereof) is registered at the close of business on the Regular Record
Date for such interest.
(18) Sections 1402 and 1403 of the Indenture shall be applicable to
the Debentures.
(19) The Debentures shall not be issuable in definitive form except
under the circumstances described in Section 305 of the Indenture.
(20) The Debentures shall not be issued upon the exercise of debt
warrants.
(21) The Trust shall not pay Additional Amounts as contemplated by
Section 1011 of the Indenture on the Debentures.
(22) The Trust shall have no obligation to permit the conversion of
the Debentures into shares of Capital Stock of the Trust.
RESOLVED, that the Debentures shall be sold to the Underwriters at a price
equal to 99.039% of the principal amount thereof, plus accrued interest from
September 27, 1994.
RESOLVED, that each of the President and the Senior Vice President and Chief
Financial Officer of the Trust (and, in the absence of the Senior Vice
President and Chief Financial Officer of the Trust, each of the Vice
President, Controller - Corporate Accounting and Assistant Secretary and the
Vice President, Secretary and General Counsel of the Trust) is authorized, in
the name and on behalf of the Trust and where appropriate under its corporate
seal attested by its Secretary or an Assistant Secretary, to execute and
deliver the Debentures and the Underwriting Agreement in the forms approved
hereby, with such changes as shall have been approved by the executing
officer, provided that any such change shall be consistent with all
determinations made by the Board of Directors in these resolutions.
RESOLVED, that all officers of the Trust are authorized, in the name and on
behalf of the Trust, to make, execute and deliver or cause to be made,
executed and delivered, and to evidence the approval of the Board of
Directors of, all such officers' certificates, depository agreements, letters
of representation or other agreements or arrangements necessary or
appropriate in connection with the administration of any book-entry
arrangements for the Debentures, and such other agreements, undertakings,
documents or instruments, and to perform all such acts and make all such
payments, as may, in the judgment of such officers, be necessary, appropriate
or desirable to effectuate the purpose of these resolutions, including the
performance of the obligations of the Trust under the Indenture, the
Debentures, the Registration Statement, the Underwriting Agreement and any
other agreement, undertaking, document or instrument referred to herein or
therein.
RESOLVED, that all officers of the Trust are authorized in the name and on
behalf of the Trust to take any and all such action which they may deem
necessary or advisable in order to effect the registration or qualification
of part or all of the Debentures under the securities or Blue Sky laws of any
of the states and other jurisdictions of the United States of America, and in
connection therewith to execute, acknowledge, verify, deliver, file and
publish all such applications, reports, issuer's covenants, resolutions and
other papers and instruments as may be required under such laws, and to take
any and all further action which they may deem necessary or advisable in
order to maintain any such registration or qualification for as long as they
deem to be in the best interests of the Trust.
RESOLVED, that the President, the Senior Vice President and Chief Financial
Officer and the Vice President, Secretary and General Counsel of the Trust
are authorized in the name and on behalf of the Trust to execute and file
irrevocable written consents on the part of the Trust to be sued in such
states and other jurisdictions of the United States of America wherein such
consents to service of process may be requisite under the securities laws
thereof in connection with said registration or qualification of the
Debentures, and to appoint the appropriate state official agent of the Trust
for the purpose of receiving and accepting process.
RESOLVED, that the form of any resolution, the adoption and/or certification
of which is required under the securities or Blue Sky laws of any state or
other jurisdiction in the United States of America in which the Debentures
are registered or qualified, is adopted, effective as of the earlier of the
date of certification thereof or the date of this meeting, as if the terms of
such resolution were set forth in full herein.
RESOLVED, that and any and all action heretofore taken by the officers of the
Trust pursuant to the authority conferred by the preceding five resolutions
and consistent therewith is ratified, approved and confirmed.
Exhibit 4(ii)(f)(5)
REGISTERED PRINCIPAL AMOUNT
No.: $
CUSIP No.: 910197AC6
UNITED DOMINION REALTY TRUST, INC.
8 1/2% DEBENTURE DUE SEPTEMBER 15, 2024
UNITED DOMINION REALTY TRUST, INC., a Virginia corporation (hereinafter
called the "Trust," which term shall include any successor corporation under
the Indenture hereinafter referred to), for value received, hereby promises
to pay to , or registered assigns, upon presentation, the principal
sum of DOLLARS on September 15, 2024, and to pay
interest on the outstanding principal amount thereon from September 27, 1994,
or from the most recent Interest Payment Date to which interest has been paid
or duly provided for, semi-annually in arrears on March 15 and September 15
in each year, commencing March 15, 1995, at the rate of 8 1/2% per annum, until
the entire principal amount hereof is paid or made available for payment.
The interest so payable, and punctually paid or duly provided for on any
Interest Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Debenture (or one or more Predecessor Debentures)
is registered at the close of business on the Regular Record Date for such
interest which shall be the March 1 or September 1 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any
such interest not so punctually paid or duly provided for shall forthwith
cease to be payable to the Holder on such Regular Record Date, and may either
be paid to the Person in whose name this Debenture (or one or more
Predecessor Debentures) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Debentures of this
series not more than 15 days and not less than 10 days prior to such Special
Record Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Debentures may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture. Payment of the
principal of and interest on this Debenture will be made at the office or
agency of the Trust maintained for that purpose in the City of Richmond,
State of Virginia, or elsewhere as provided in the Indenture, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that at
the option of the Trust payment of interest may be made by (i) check mailed
to the address of the Person entitled thereto as such address shall appear in
the Security Register kept for the Debentures pursuant to Section 305 of the
Indenture (the "Debenture Register") or (ii) transfer to an account of the
Person entitled thereto located inside the United States.
This Debenture is one of a duly authorized issue of securities of the
Trust (herein called the "Debentures"), issued and to be issued in one or
more series under an Indenture, dated as of April 1, 1994 (herein called the
"Indenture"), between the Trust and NationsBank of Virginia, N.A. (herein
called the "Trustee," which term includes any successor trustee under the
Indenture with respect to the Debentures), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities
thereunder of the Trust, the Trustee and the Holders of the Debentures and of
the terms upon which the Debentures are, and are to be, authenticated and
delivered. This Debenture is one of the series designated as the "8 1/2%
Debentures due September 15, 2024," limited in aggregate principal amount to
$150,000,000.
This Debenture is not redeemable at the option of the Trust.
The Trust shall be obligated to redeem this Debenture, or any portion of
the principal hereof that is an integral multiple of $1,000, at the option of
the Holder, on September 15, 2004 (the "Redemption Date") at a Redemption
Price equal to 100% of the principal hereof to be redeemed, plus interest
accrued to the Redemption Date. To exercise such option, the Holder shall
deliver or cause to be delivered to the Trust, and the Trust shall receive at
its office or agency in the Borough of Manhattan, The City of New York,
during the period beginning July 15, 2004 and ending at 5:00 P.M. (New York
City time) on August 15, 2004 (or, if August 15, 2004 is not a Business Day,
on the next succeeding Business Day), this Debenture with the form entitled
"Option to Require Redemption on September 15, 2004" on the reverse side
hereof duly completed. Any such exercise of such option shall be
irrevocable. All questions as to the validity, form, eligibility (including
time of receipt) and acceptance of this Debenture for redemption will be
determined by the Trust, whose determination shall be final and binding.
The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness of the Trust on this Debenture and (b) certain
restrictive covenants and the related defaults and Events of Default
applicable to the Trust, in each case, upon compliance by the Trust with
certain conditions set forth in the Indenture, which provisions apply to this
Debenture.
If an Event of Default with respect to the Debentures shall occur and be
continuing, the principal of the Debentures may be declared due and payable
in the manner and with the effect provided in the Indenture.
As provided in and subject to the provisions of the Indenture, the
Holder of this Debenture shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee
or for any other remedy thereunder, unless such Holder shall have previously
given the Trustee written notice of a continuing Event of Default with
respect to the Debentures, the Holders of not less than 25% in principal
amount of the Debentures at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity and the
Trustee shall not have received from the Holders of a majority in principal
amount of the Debentures at the time Outstanding a direction inconsistent
with such request, and shall have failed to institute any such proceeding,
for 60 days after receipt of such notice, request and offer of indemnity.
The foregoing shall not apply to any suit instituted by the Holder of this
Debenture for the enforcement of any payment of principal hereof or any
interest on or after the respective due dates expressed herein.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trust and the rights of the Holders of the Debentures under the Indenture at
any time by the Trust and the Trustee with the consent of the Holders of not
less than a majority in principal amount of the Outstanding Debentures. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Debentures at the time Outstanding, on
behalf of the Holders of all Debentures, to waive compliance by the Trust
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder
of this Debenture shall be conclusive and binding upon such Holder and upon
all future Holders of this Debenture and of any Debenture issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this
Debenture.
No reference herein to the Indenture and no provision of this Debenture
or of the Indenture shall alter or impair the obligation of the Trust, which
is absolute and unconditional, to pay the principal of and interest on this
Debenture at the times, places and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Debenture is registrable in the Debenture
Register, upon surrender of this Debenture for registration of transfer at
the office or agency of the Trust in any Place of Payment where the principal
of and interest on this Debenture are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Trust and the Security Registrar for the Debentures (the "Debenture
Registrar") duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Debentures of this
series, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
The Debentures of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Debentures of this series are exchangeable for a like aggregate
principal amount of Debentures of this series of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Trust may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Debenture for registration of transfer,
the Trust, the Trustee and any agent of the Trust or the Trustee may treat
the Person in whose name this Debenture is registered as the owner hereof for
all purposes, whether or not this Debenture be overdue, and neither the
Trust, the Trustee nor any such agent shall be affected by notice to the
contrary.
No recourse under or upon any obligation, covenant or agreement
contained in the Indenture or in this Debenture, or because of any
indebtedness evidenced thereby, shall be had against any promoter, as such
or, against any past, present or future shareholder, officer or director, as
such, of the Trust or of any successor, either directly or through the Trust
or any successor, under any rule of law, statute or constitutional provision
or by the enforcement of any assessment or by any legal or equitable
proceeding or otherwise, all such liability being expressly waived and
released by the acceptance of this Debenture by the Holder thereof and as
part of the consideration for the issue of the Debentures.
All terms used in this Debenture which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
THE INDENTURE AND THE DEBENTURES, INCLUDING THIS DEBENTURE, SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE COMMONWEALTH OF
VIRGINIA.
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Trust has caused "CUSIP" numbers to
be printed on the Debentures as a convenience to the Holders of the
Debentures. No representation is made as to the correctness or accuracy of
such CUSIP numbers as printed on the Debentures, and reliance may be placed
only on the other identification numbers printed hereon.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee by manual signature, this Debenture shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Trust has caused this instrument to be duly
executed under its corporate seal this day of , .
UNITED DOMINION REALTY TRUST, INC.
By:_____________________________________
Name:
Title:
Attest:
By:_________________________________
Name:
Title:
[SEAL]
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Debentures of the series designated "8 1/2%
Debentures due September 15, 2024" pursuant to the within-mentioned
Indenture.
NATIONSBANK OF VIRGINIA, N.A.,
as Trustee
By:_________________________________
Authorized Signatory
<PAGE>
REVERSE SIDE OF DEBENTURE
Option to Require Redemption on September 15, 2004
The undersigned Holder of this Debenture hereby irrevocably exercises
the option to require the Trust to redeem ( ) all ( ) $
($1,000 or an integral multiple thereof) of the principal amount hereof on
September 15, 2004, and directs the Trust to make payment of the Redemption
Price, and to issue and deliver a new Debenture or Debentures equal in
aggregate principal amount to the unredeemed principal amount hereof, if any,
to such Holder at such Holder's address as it appears in the Debenture
Register, unless a different name and/or address has been specified below.
Dated: ________________________ ______________________________________
Signature
Payment of the Redemption Price and Issue new Debentures in the principal
delivery of new Debentures, if any amounts (each $1,000 or an integral
(if other than to the registered multiple thereof) specified below.
Holder at the address appearing in (If no contrary specification is
the Debenture Register), are to be made, a single new Debenture equal in
made as follows: principal amount to the unredeemed
portion of this Debenture will be
____________________________________ issued.)
Name
Address: Number Principal Amount
____________________________________
____________ __________________
____________________________________ ____________ __________________
____________ __________________
____________________________________ ____________ __________________
____________ __________________
____________________________________ ____________ __________________
Social Security or other ____________ __________________
identifying number of
owner of new Debenture
<PAGE>
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto
PLEASE INSERT SOCIAL
SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Please Print or Typewrite Name and Address including
Zip Code of Assignee)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
the within Debenture of United Dominion Realty Trust, Inc., and irrevocably
constitutes and appoints
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Attorney to transfer said Debenture on the books of the within-named Trust
with full power of substitution in the premises.
Dated: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
NOTICE: The signature to this assignment must correspond with the name as it
appears on the first page of the within Debenture in every particular,
without alteration or enlargement or any change whatever.
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<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> SEP-30-1994
<CASH> 9,638
<SECURITIES> 16,132
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 12,689
<PP&E> 944,785
<DEPRECIATION> 111,387
<TOTAL-ASSETS> 871,857
<CURRENT-LIABILITIES> 0
<BONDS> 482,414
<COMMON> 50,210
0
0
<OTHER-SE> 310,794
<TOTAL-LIABILITY-AND-EQUITY> 871,857
<SALES> 95,905
<TOTAL-REVENUES> 96,426
<CGS> 40,648
<TOTAL-COSTS> 40,648
<OTHER-EXPENSES> 24,336
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 17,984
<INCOME-PRETAX> 13,458
<INCOME-TAX> 0
<INCOME-CONTINUING> 13,548
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<EXTRAORDINARY> (89)
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<NET-INCOME> 13,369
<EPS-PRIMARY> .30
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