SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
United Dominion Realty Trust, Inc.
(Exact name of registrant as specified in its charter)
Virginia 54-0857512
(State of incorporation or organization) (IRS employer identification no.)
10 South Sixth Street, Suite 203, Richmond Virginia 23219-3802
(Address of principal executive offices) (Zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock, $1 par value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
(Title of class)
Item 1. Description of Registrant's Securities to be Registered.
General
The Trust has authority to issue 100,000,000 shares of Common Stock.
Holders of Common Stock are entitled to receive dividends when and as
declared by the Board of Directors. Holders of Common Stock have one vote
per share and non-cumulative voting rights, which means that holders of more
than 50% of the shares voting can elect all of the directors if they choose
to do so, and, in such event, the holders of the remaining shares will not
be able to elect any directors. In the event of any voluntary or involuntary
liquidation or dissolution of the Trust, holders of Common Stock are entitled
to share ratably in the distributable assets of the Trust. Holders of Common
Stock do not have preemptive rights.
Covenants in its loan agreements with certain lenders effectively
prohibit the Trust from declaring or paying dividends in excess of the sum
of $10,000,000, plus 100% of "Cash Flow" (as defined) from and after July 1,
1991, to and including the last day of the fiscal quarter immediately
preceding payment of such dividends, plus the net cash proceeds received by
the Trust from the sale of Common Stock after July 1, 1991. A covenant in
a loan agreement with another lender effectively prohibits the Trust from
declaring or paying dividends in excess of the sum of $10,000,000 plus 100%
of "Cash Flow" from and after October 1, 1991, to and including the last day
of the fiscal quarter immediately preceding payment of such dividends, plus
the net cash proceeds received by the Trust from the sale of Common Stock
after March 4, 1992. A covenant in a loan agreement with another group of
lenders effectively prohibits the Trust from declaring or paying dividends
if, after giving effect thereto (i) a default or "Event of Default under the
agreement shall have occurred and be continuing, (ii) the Trust would be
prohibited from incurring debt under other covenants in the agreement, and
(iii) the aggregate amount of such dividends and other dividends and
distributions declared during the same fiscal year as such dividends would
exceed the sum of (A) "Cash Flow" from the beginning of such fiscal year to
and including the last day of the completed fiscal quarter immediately
preceding the date of payment of such dividends, and (B) the net cash
proceeds received by the Trust from the issuance or sale of Common Stock
after February 24, 1993, plus $20,000,000, minus the total of the amounts,
if any, by which dividends and other distributions declared during each
fiscal year subsequent to December 31, 1992, exceed "Cash Flow" for such
fiscal year.
Preferred Stock
The Trust is authorized to issue 25,000,000 shares of Preferred Stock,
which is issuable 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, as may be determined by the Board of Directors in
fixing series characteristics. 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.
No Preferred Stock has been issued and, at present, the Board of
Directors 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.
Affiliated Transactions
The Virginia Stock Corporation Act contains provisions governing
"Affiliated Transactions" designed to deter uninvited takeovers of Virginia
corporations. These provisions, with several exceptions discussed below,
require approval of material acquisition transactions between a Virginia
corporation and any holder of more than 10% of any class of its outstanding
voting shares (an "Interested Shareholder") by the holders of at least two-
thirds of the remaining voting shares. For three years following the time
that the Interested Shareholder becomes an owner of 10% of the outstanding
voting shares, Virginia corporations cannot engage in an Affiliated
Transaction with such Interested Shareholder without approval of two-thirds
of the voting shares other than those shares beneficially owned by the
Interested Shareholder, and majority approval of the "Disinterested
Directors." At the expiration of the three year period, the statute requires
approval of Affiliated Transactions by two-thirds of the voting shares other
than those beneficially owned by the Interested Shareholder absent an
exception. The principal exceptions to the special voting requirement apply
to transactions proposed after the three year period has expired and require
either that the transaction be approved by a majority of the corporation's
Disinterested Directors or that the transaction satisfy the fair-price
requirements of the law.
The Virginia Stock Corporation Act also provides that shares acquired
in a transaction that would cause the acquiring person's voting strength to
cross any of three thresholds (20%, 33 1/3%, or 50%) have no voting rights
unless granted by a majority vote of shares not owned by the acquiring person
or any officer or employee-director of the Trust. An acquiring person may
require the Trust to hold a special meeting of shareholders to consider the
matter within 50 days of its request.
Redemption and Restrictions on Transfer
In order to preserve the Trust's status as a qualified real estate
investment trust ("REIT") as defined in the Internal Revenue Code of 1986,
as amended (the "Code"), the Trust can redeem or stop the transfer of its
shares. The Trust's Articles of Incorporation provide that the Trust is
organized to qualify as a REIT. Because the Code provides that the
concentration of more than 50% in value of the direct or indirect ownership
of its shares in five or fewer individual shareholders during the last six
months of any year would result in the disqualification of the Trust as a
REIT, the Articles of Incorporation provide that the Trust shall have the
power (i) to redeem that number of concentrated shares sufficient in the
opinion of the Board of Directors of the Trust to maintain or bring the
direct or indirect ownership of shares into conformity with the requirements
of the Code, and (ii) to stop the transfer of shares to any person whose
acquisition thereof would, in the opinion of the Trust's Board of Directors,
result in such disqualification. The per share redemption price of any
shares redeemed by the Trust pursuant to this provision shall be the last
reported sale price for the shares as of the business day preceding the day
on which notice of redemption is given. The Board of Directors of the Trust
can require shareholders to disclose in writing to the Trust such information
with respect to ownership of its shares as it deems necessary to comply with
the REIT provisions of the Code.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by
the undersigned, thereunto duly authorized.
UNITED DOMINION REALTY TRUST, INC.
(Registrant)
By s/Jerry A. Davis
Jerry A. Davis
Vice President and Corporate Controller
Dated: June 10, 1994
