P R O S P E C T U S
100,928 Shares
United Dominion Realty Trust, Inc.
Common Stock
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This Prospectus relates to 100,928 shares (the "Shares") of Common Stock,
$1.00 par value (the "Common Stock"), of United Dominion Realty Trust, Inc. (the
"Trust"), which may be offered by certain the shareholders of the Trust (the
"Selling Shareholders") from time to time in transactions on the New York Stock
Exchange (the "NYSE"), in privately negotiated transactions, through the writing
of options on the Shares, or a combination of such methods of sale, at fixed
prices that may be changed, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices. The
Selling Shareholders may effect such transactions by selling the Shares to or
through broker-dealers, and such broker-dealers may receive compensation in the
form of discounts, concessions or commissions from the Selling Shareholders or
the purchasers of the Shares for whom such broker-dealers may act as agent or to
whom they sell as principal, or both (which compensation to a particular
broker-dealer might be in excess of customary commissions). See "The Selling
Shareholders" and "Plan of Distribution."
None of the proceeds of sale of the Shares will be received by the Trust.
The Trust will bear certain expenses (estimated at $15,000) in connection with
the registration of the Shares under the Securities Act of 1933, as amended, and
the sale of the Shares by the Selling Shareholders.
The Common Stock is listed on the NYSE under the symbol "UDR." On October
6, 1994, the last reported sale price of the Common Stock was $13 per share.
____________
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT
PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
____________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
____________
The date of this Prospectus is October 7, 1994.
<PAGE>
AVAILABLE INFORMATION
The Trust is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files,
reports and other information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other information filed by the
Trust can be inspected and copied at the public reference facilities maintained
by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D. C. 20549,
and at its Regional Offices located at Suite 1400, Northwestern Atrium Center,
500 West Madison Street, Chicago, Illinois 60661 and Suite 1300, 7 World Trade
Center, New York, New York 10048, and can also be inspected and copied at the
offices of the NYSE at 20 Broad Street, New York, New York 10005. Copies of
such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D. C., 20549, upon payment of
the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Trust with the Commission under the
Exchange Act are hereby incorporated by reference in this Prospectus: (i) the
Trust's annual report on Form 10-K for the year ended December 31, 1993; (ii)
the Trust's quarterly reports on Form 10-Q for the quarters ended March 31 and
June 30, 1994; (iii) the Trust's Current Reports on Form 8-K dated April 15, May
17, May 26, July 1, August 31 and September 1, 1994; and (iv) the description of
the Common Stock contained in the Trust's registration statement on Form 8-A
dated April 19, 1990 filed under the Exchange Act, including any amendment or
reports filed for the purpose of updating such description. All documents filed
by the Trust pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
prior to the termination of the offering made hereby shall be deemed to be
incorporated by reference herein.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein, or contained in this Prospectus, shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document, as the case may be, which also is or is deemed to be incorporated by
reference herein, modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Trust will provide on request and without charge to each person to whom
this Prospectus is delivered a copy (without exhibits) of any or all documents
incorporated by reference or deemed incorporated by reference in this
Prospectus. Requests for such copies should be directed to United Dominion
Realty Trust, Inc., 10 S. 6th Street, Suite 203, Richmond, Virginia 23219-3802,
Attention: Secretary (telephone 804/780-2691).
THE TRUST
The Trust, Inc., founded in 1972, is a self-administered equity real estate
investment trust that owns and operates primarily apartments in the Southeast
from Delaware to Florida. It is a fully integrated real estate company that
acquires, improves, operates, manages and selectively sells properties with the
primary goal of maximizing its funds from operations, while increasing the value
of its real estate through capital improvements and intensive management. The
Trust's 131 properties include 113 apartment communities, 14 shopping centers,
two warehousing/industrial properties and two office properties. The apartment
properties consist of 27,547 apartment units, providing more than 90% of the
Trust's rental income. Commercial properties consists of approximately 2.0
million square feet of rentable space, providing less than 10% of rental income.
The Trust has paid continuous quarterly distributions to its shareholders
since 1973 and has increased its distributions each year during the past 18
years. The current indicated annual distribution is $.78 per share.
The Trust, a Virginia corporation, has its principal office at 10 South 6th
Street, Suite 203, Richmond, Virginia 23219-3802, and its telephone number is
(804) 780-2691.
THE SELLING SHAREHOLDERS
Certain information regarding the Selling Shareholders appears in the table
below. The Shares being offered by each Selling Shareholder are all the shares
of Common Stock received by such Selling Shareholder upon the exercise of
options granted pursuant to the Trust's 1985 Stock Option Plan. No Selling
Shareholder owns one percent or more of the outstanding Common Stock.
<TABLE>
Number of Shares
Shares of Common Owned After
Selling Relationship Stock Owned Prior Number of Shares Completion of
Shareholder with Trust to the Offering* Being Offered the Offering*
<S> <C> <C> <C> <C>
John P. McCann President 260,350 20,000 240,350
James Dolphin Sr. Vice President 79,978 3,000 76,978
Barry M. Kornblau Sr. Vice President 215,732 24,528 191,204
Curtis W. Carter Vice President 42,112 9,500 32,612
Richard B. Chess Vice President 40,200 9,800 30,400
Jerry A. Davis Vice President and 30,000 8,000 22,000
Controlller
Richard A. Giannotti Vice President 36,000 6,000 30,000
Katheryn E. Surface Vice President, 10,100 100 10,000
Secretary and
General Counsel
Jeff C. Bane Director 63,820 4,000 59,820
Robert P. Buford Director 129,000 4,000 125,000
R. Toms Dalton, Jr. Director 28,740 2,000 26,740
H. Franklin Minor Director 70,100 4,000 66,100
Lawrence Salzman None 9,000 6,000 3,000
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</TABLE>
* Includes shares deemed to be beneficially owned by certain Selling
Shareholders under applicable rules of the Commission, beneficial ownership of
which is in certain cases disclaimed.
PLAN OF DISTRIBUTION
The Trust has been advised that the Selling Shareholders may sell Shares
from time to time in transactions on the NYSE or in privately negotiated
transactions, through the writing of options on the Shares, or a combination of
such methods of sale at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Shareholders may effect such
transactions by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Shareholders or the purchasers of the Shares for
whom such broker-dealers may act as agent or to whom they sell as principal, or
both (which compensation to a particular broker-dealer might be in excess of
customary commissions).
The Selling Shareholders and any broker-dealers who act in connection with
the sale of Shares hereunder may be deemed to be "underwriters" as that term is
defined in the Securities Act of 1933, as amended (the "Securities Act"), and
any commissions received by them and profit on any resale of the Shares as
principal might be deemed to be underwriting discounts and commissions under the
Securities Act.
The Trust will pay all expenses of registration of the Shares under the
Securities Act (estimated at $15,000) for sale by the Selling Shareholders,
other than fees and expenses of counsel or other advisers to any Selling
Shareholder, expenses (including counsel fees) of any broker or underwriter, and
any discount or commission payable to any broker or underwriter in connection
with the sale of any Shares.
LEGAL MATTERS
The legality of the Shares will be passed upon for the Trust by Hunton &
Williams, Richmond, Virginia.
EXPERTS
The financial statements of the Trust incorporated by reference in its
annual report on Form 10-K for the year ended December 31, 1993 have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
included therein and incorporated herein by reference. Such financial
statements are incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
The combined historical summary of gross income and direct operating
expenses of Holly Tree Park Apartments, Knolls at Newgate and Mallard Green
Apartments, included in the Trust's Current Report on Form 8-K dated May 26,
1994, incorporated by reference in this Prospectus, has been audited by BDO
Seidman, independent certified public accountants, to the extent and for the
periods set forth in their report incorporated herein by reference and are
incorporated herein in reliance upon such report given upon the authority of
said firm as experts in auditing and accounting. The combined statement of
rental operations of Clover Financial Partnership Properties, included in the
Trust's Current Report on Form 8-K dated May 26, 1994, incorporated by reference
herein, has been incorporated herein in reliance upon the report dated May 19,
1994, of Alloy, Silverstein, Shapiro, Adams, Mulford & Co., independent
auditors, also incorporated by reference herein, and upon the authority of such
firm as experts in accounting and auditing. The statement of rental operations
of The Shire Apartments, included in the Trust's Current Report on Form 8-K
dated April 15, 1994, incorporated by reference herein, has been incorporated
herein in reliance upon the report dated May 12, 1994, of L. P. Martin &
Company, P.C., independent auditors, also incorporated by reference herein, and
upon the authority of such firm as experts in accounting and auditing. The
statement of rental operations of Lakewood Place Apartments, included in the
Trust's Current Report on Form 8-K dated April 15, 1994, incorporated by
reference herein, has been incorporated herein in reliance upon the report dated
May 13, 1994, of L. P. Martin & Company, P.C., independent auditors, also
incorporated by reference herein, and upon the authority of such firm as experts
in accounting and auditing. The statements of rental operations of River Place
Apartments and Lakeside North Apartments, included in the Trust's Current Report
on Form 8-K dated April 15, 1994, incorporated by reference herein, have been
incorporated herein in reliance upon the reports dated May 24, 1994, of L. P.
Martin & Company, P.C., independent auditors, also incorporated by reference
herein, and upon the authority of such firm as experts in accounting and
auditing. The statement of rental operations of Walnut Creek Apartments,
included in the Trust's Current Report on Form 8-K dated May 17, 1994,
incorporated by reference herein, has been incorporated herein in reliance upon
the report dated June 24, 1994, of L. P. Martin & Company, P.C., independent
auditors, also incorporated by reference herein, and upon the authority of such
firm as experts in accounting and auditing.
<PAGE>
______________________________________ ______________________________________
______________________________________ ______________________________________
No one has been authorized to give
any information or to make any
representations not contained in this 100,928 Shares
Prospectus regarding the Trust or the
offering made hereby and, if given or
made, such information or represen-
tations must not be relied upon as
having been authorized by the Trust. United Dominion Realty Trust, Inc.
This Prospectus does not constitute an
offer to sell, or solicitation of an
offer to buy, any securities other than
those to which it relates, nor does it
constitute an offer to or solicitation Common Stock
of any person in any jurisdiction in
which such offer or solicitation would
be unlawful. Neither the delivery of
this Prospectus at any time nor any
sale made hereunder shall, under any __________________
circumstances, create any implication
that there has been no change in the
affairs of the Trust since the date PROSPECTUS
hereof or that the information
contained herein is correct at any time
subsequent to the date hereof.
October 7, 1994
______________________
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TABLE OF CONTENTS
Page
Available Information . . . . . . . 2
Incorporation of Certain
Documents by Reference. . . . . . . 2
The Trust . . . . . . . . . . . . . 2
The Selling Shareholders. . . . . . 3
Plan of Distribution. . . . . . . . 3
Legal Matters . . . . . . . . . . . 4
Experts . . . . . . . . . . . . . . 4
______________________________________ ______________________________________
______________________________________ ______________________________________
