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 54-085752
(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)
<PAGE>
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 shares of
Common Stock. 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 Common Stock 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 Common Stock into conformity with the
requirements of the Code, and (ii) to stop the transfer of Common Stock 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 Common Stock 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 Common
Stock as it deems necessary to comply with the REIT provisions of the Code.
Item 2. Exhibits.
The following additional exhibits are filed herewith and with the copy
hereof filed with the New York Stock Exchange:
6(a)(2) Amendment of Articles of Incorporation
<PAGE>
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/ James Dolphin
James Dolphin
Senior Vice President
Dated: May 26, 1994
<PAGE>
Exhibit 6(a)(2)
UNITED DOMINION REALTY TRUST, INC.
ARTICLES OF AMENDMENT
1. The name of the corporation is UNITED DOMINION REALTY TRUST, INC.
2. The text of the amendment adopted is set forth in Exhibit A.
3. The amendment was adopted by the shareholders on May 10, 1994.
4. The amendment was proposed by the Board of Directors of the corporation
and submitted to the shareholders in accordance with the Virginia Stock
Corporation Act. The amendment was submitted to the shareholders as two
proposals, the text of the first of which is set forth in Exhibit B and the
text of the second of which is set forth as Exhibit C. The shareholders were
advised that if both proposals were approved, the shareholders would be
deemed to have approved an amendment of the articles of incorporation the
text of which is set forth in Exhibit A, which gives effect to both such
proposals.
5. The designation and number of outstanding shares of each voting group
entitled to vote separately on each proposal described in paragraph 4 above,
and the number of votes entitled to be cast and total number of votes cast
for and against each such proposal by each such voting group, are as follows:
FIRST PROPOSAL
Voting Group Outstanding Votes Entitled Votes
Designation Shares To Be Cast Votes FOR AGAINST
Common Stock 41,700,885 41,700,885 30,092,528 3,134,659
SECOND PROPOSAL
Voting Group Outstanding Votes Entitled Votes
Designation Shares To Be Cast Votes FOR AGAINST
Common Stock 41,700,885 41,700,885 21,152,608 1,683,165
UNITED DOMINION REALTY TRUST, INC.
By: s/ Katheryn E. Surface
Katheryn E. Surface
Vice President and Secretary
Dated: May 12, 1994
<PAGE>
EXHIBIT A
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.
<PAGE>
EXHIBIT B
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.
<PAGE>
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 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.
<PAGE>
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
May 17, 1994
The State Corporation Commission has found the accompanying articles
submitted on behalf of
UNITED DOMINION REALTY TRUST, INC.
to comply with the requirements of law, and confirms payment of all related
fees.
Therefore, it is ORDERED that this
CERTIFICATE OF AMENDMENT
be issued and admitted to record with the articles of amendment in the Office
of the Clerk of the Commission, effective May 16, 1994 at 9:06 AM.
The corporation is granted the authority conferred on it by law in accordance
with the articles, subject to the conditions and restrictions imposed by law.
STATE CORPORATION COMMISSION
By s/ T. V. Morrison, Jr.
Commissioner
