Form 8-K/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT TO APPLICATION OR REPORT
Filed Pursuant to Section 12, 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
United Dominion Realty Trust, Inc.
(Exact name of registrant as specified in its charter)
AMENDMENT NO. 3
The undersigned registrant hereby amends its Current Report on Form 8-K
dated May 26, 1994 by updating the depreciation and interest expense
numbers appearing in the column "Pro Forma Adjustments" contained in the Pro
Forma Statements of Operations for the twelve months ended December 31, 1993 and
for the three months ended March 31, 1994, the column "Portfolio Acquisition"
contained in the balance sheet as of March 31, 1994, the related Notes to
Pro Forma Balance Sheet and Notes to Pro Forma Statements of Operations and the
information contained in ITEM2, "Acquisition or Disposition of Assets".
Subsequent to the filing of the original Form 8-K dated May 26, 1994, and to
the filing of Form 8-K/A, Amendment No. 1, and 8-K/A, Amendment No. 2
the Trust received more definitive information regarding the
source of funds that will be used to purchase the "Portfolio Acquisition" as
well as an updated purchase price. This information changes the Pro Forma
Balance Sheet, the Pro Forma Statements of Operations and the Notes to these
pro forma financial statements and ITEM 2, "Acquisition or Disposition of
Assets".
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Real Estate Properties Acquired
(b) Pro Forma Financial Information
(c) Exhibits
(24) Consents of experts
SIGNATURES
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)
/s/ Jerry A. Davis
Jerry A. Davis
Vice President
Corporate Controller
Date: July 15, 1994
<PAGE>
ITEM 2. Acquisition or Disposition of Assets
On April 1, 1994, the registrant, United Dominion Realty Trust, Inc. (the
"Trust"), signed 25 separate contracts to acquire a portfolio of 25 apartment
communities, located primarily in the Southeast, in separate but related
transactions from certain affiliates of Clover Financial Corporation, a New
Jersey corporation for $163,147,000, including estimated closing costs ("the
Portfolio Acquisition"). The proposed acquisition will be financed through
several sources of cash which include (i) the net proceeds from a public
offering of 8,000,000 shares of Common Stock, estimated to be $107,960,000,
(ii) the assumption of two mortgage loans encumbering two properties in the
Portfolio Acquisition totaling $11,717,000, and (ii) senior unsecured debt
comprised of a combination of bank line borrowings and term debt. The 25
apartment communities consist of 5,170 total units located on a total of 365
acres, built at various times between 1964 and 1987.
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<PAGE>
UNITED DOMINION REALTY TRUST, INC.
PRO FORMA BALANCE SHEET
MARCH 31, 1994
(UNAUDITED)
(IN THOUSANDS OF DOLLARS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
ACQUISITIONS
PREVIOUSLY
REPORTED ON
FORM 8-K
DATED APRIL
15, 1994
AND FORM 8-K
PORTFOLIO DATED
HISTORICAL (A) ACQUISITION MAY 17, 1994
<S> <C> <C> <C>
BALANCE SHEET
ASSETS
Real estate owned
Apartments............................................................. $532,227 $ 163,147(B) $ 46,086(G)
Shopping centers....................................................... 74,450
Office and Industrial.................................................. 4,593
611,270 163,147 46,086
Less accumulated depreciation.......................................... 97,150
514,120 163,147 46,086
Cash and cash equivalents................................................ 10,489
Other assets............................................................. 10,993
$535,602 $ 163,147 $ 46,086
LIABILITIES AND SHAREHOLDERS' EQUITY
Mortgage notes payable................................................... $ 72,660 $ 11,717(C) $ 12,444(H)
Notes payable............................................................ 188,101 37,001(D) 33,642(H)
Accounts payable, accrued expenses and other............................. 7,259
Tenants' deposits and rents paid in advance.............................. 3,372
Distributions payable to shareholders.................................... 8,130
279,522 48,718 46,086
Shareholders' equity
Common stock, $1 par value; 60,000,000 shares authorized 41,703,785
shares
issued and outstanding (50,308,894 in pro forma)..................... 41,704 8,479(E)
Additional paid-in capital............................................. 302,981 105,950(F)
Notes receivable from officer shareholders............................. (4,096)
Distributions in excess of net income.................................. (84,509)
Total shareholders' equity............................................. 256,080 114,429 --
$535,602 $ 163,147 $ 46,086
<CAPTION>
PRO
FORMA
<S> <C>
BALANCE SHEET
ASSETS
Real estate owned
Apartments............................................................. $741,460
Shopping centers....................................................... 74,450
Office and Industrial.................................................. 4,593
820,503
Less accumulated depreciation.......................................... 97,150
723,353
Cash and cash equivalents................................................ 10,489
Other assets............................................................. 10,993
$744,835
LIABILITIES AND SHAREHOLDERS' EQUITY
Mortgage notes payable................................................... $ 96,821
Notes payable............................................................ 258,744
Accounts payable, accrued expenses and other............................. 7,259
Tenants' deposits and rents paid in advance.............................. 3,372
Distributions payable to shareholders.................................... 8,130
374,326
Shareholders' equity
Common stock, $1 par value; 60,000,000 shares authorized 41,703,785
shares
issued and outstanding (50,308,894 in pro forma)..................... 50,183
Additional paid-in capital............................................. 408,931
Notes receivable from officer shareholders............................. (4,096)
Distributions in excess of net income.................................. (84,509)
Total shareholders' equity............................................. 370,509
$744,835
</TABLE>
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<PAGE>
UNITED DOMINION REALTY TRUST, INC.
NOTES TO PRO FORMA BALANCE SHEET
MARCH 31, 1994
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying pro forma balance sheet assumes the completion, as of
March 31, 1994, of (i) the sale of 8,000,000 shares of Common Stock at an
assumed price of $14.25 per share (the "Offering"), (ii) the proposed
acquisition of 25 apartment communities (the "Portfolio Acquisition"), (iii) the
acquisition of five apartment communities purchased in 1994 (previously reported
on Forms 8-K dated April 15, 1994 and May 17, 1994), and (iv) the borrowing of
$94,804,000 necessary to fund a portion of the Portfolio Acquisition. In
management's opinion, all significant adjustments necessary to reflect these
transactions have been made. The pro forma balance sheet should be read in
conjunction with the Trust's audited financial statements for the year ended
December 31, 1993 and its unaudited financial statements for the first quarter
ended March 31, 1994.
The unaudited pro forma balance sheet is not necessarily indicative of what
the Trust's financial position would have been if the Offering and related
acquisitions had been consummated as of March 31, 1994, nor does it purport to
be indicative of the Trust's financial position in future periods.
2. ADJUSTMENTS TO THE PRO FORMA BALANCE SHEET
(A) Represents the Trust's historical balance sheet contained in the
Trust's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994.
(B) Represents the initial purchase price of $162,100,000 for the 25
properties proposed to be acquired in the Portfolio Acquisition plus estimated
closing costs of $1,047,000.
(C) Represents the assumption of two mortgage loans encumbering two
properties included in the Portfolio Acquisition as follows:
<TABLE>
<CAPTION>
LOAN INTEREST
PROPERTY NAME AMOUNT RATE
<S> <C> <C>
Harris Pond Apartments................................................... $5,211,000 8.75%
Royal Oaks Apartments.................................................... 6,506,000 8.50
</TABLE>
(D) Represents assumed additional borrowings of $37,001,000 necessary to
fund a portion of the Portfolio Acquisition.
(E) Represents the issuance of 8,000,000 shares in the Offering and the
issuance of an additional 479,400 shares to cover the over-allotments.
(F) Represents the net proceeds from the Offering and over-allotment
attributable to additional paid-in capital. In determining net proceeds from
the Offering, underwriting discounts and other offering costs equal to 5.3% of
gross proceeds, or $6,402,000, were incurred.
(G) Represents the aggregate purchase price of $46,086,000 of three
apartment communities purchased on April 8, 1994, April 14, 1994, and May 17,
1994 as previously reported on Forms 8-K dated April 15, 1994 and May 17, 1994.
(H) Represents assumed additional borrowings of $33,642,000 on unsecured
notes payable and the assumption of $12,444,000 of tax-exempt bonds necessary to
fund the acquisitions of the properties in (G).
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<PAGE>
UNITED DOMINION REALTY TRUST, INC.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1994
(UNAUDITED)
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
ACQUISITIONS
PREVIOUSLY
REPORTED ON
FORM 8-K DATED
APRIL 15, 1994 AND PRO
PORTFOLIO FORM 8-K DATED FORMA
HISTORICAL (A) ACQUISITION (B) MAY 17, 1994 (C) ADJUSTMENTS
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
INCOME
Property operations:
Rental income........................................... $ 26,706 $ 7,149 $2,443
Property expenses:
Utilities............................................. 2,712 737 121
Repairs & maintenance................................. 3,716 1,174 388
Real estate taxes..................................... 1,802 511 184
Property management................................... 921 357 106 $ (181)(E)
Other operating expenses.............................. 2,234 1,127 280 (139)(F)
Depreciation of real estate owned..................... 5,706 1,335(G)
17,091 3,906 1,079 1,015
Income from property operations........................... 9,615 3,243 1,364 (1,015)
Interest income........................................... 114
9,729 3,243 1,364 (1,015)
EXPENSES
Interest................................................ 4,655 1,631(I)
General and administrative.............................. 1,474
Other depreciation and amortization..................... 185
6,314 -- -- 1,631
Income before gains (losses) on investments............... 3,415 3,243 1,364 (2,646)
Gains (losses) on sale of investments.....................
Net income................................................ $ 3,415 $ 3,243 $1,364 $(2,646)
Net income per share...................................... $ 0.08
Distributions declared per share.......................... .195
Weighted average number of shares outstanding............. 41,688 8,479
<CAPTION>
PRO
FORMA
<S> <C>
STATEMENT OF OPERATIONS
INCOME
Property operations:
Rental income........................................... $36,298
Property expenses:
Utilities............................................. 3,570
Repairs & maintenance................................. 5,278
Real estate taxes..................................... 2,497
Property management................................... 1,203
Other operating expenses.............................. 3,502
Depreciation of real estate owned..................... 7,041
23,091
Income from property operations........................... 13,207
Interest income........................................... 114
13,321
EXPENSES
Interest................................................ 6,286
General and administrative.............................. 1,474
Other depreciation and amortization..................... 185
7,945
Income before gains (losses) on investments............... 5,376
Gains (losses) on sale of investments.....................
Net income................................................ $ 5,376
Net income per share...................................... $ .11
Distributions declared per share.......................... .195
Weighted average number of shares outstanding............. 50,167
</TABLE>
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<PAGE>
UNITED DOMINION REALTY TRUST, INC.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
(UNAUDITED)
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
ACQUISITIONS
PREVIOUSLY
REPORTED ON
FORM 8-K DATED ACQUISITIONS
APRIL 15, 1994 AND PREVIOUSLY
FORM 8-K REPORTED ON PRO
PORTFOLIO DATED FORM 8-K DATED FORMA
HISTORICAL (A) ACQUISITION (B) MAY 17, 1994 (C) DECEMBER 31, 1993 (D) ADJUSTMENTS
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
INCOME
Property operations:
Rental income..................... $ 89,084 $28,345 $ 10,489 $ 9,424
Property expenses:
Utilities....................... 7,838 2,461 554 846
Repairs & maintenance........... 13,950 4,439 1,542 1,407
Real estate taxes............... 5,777 1,975 865 780
Property management............. 2,782 1,413 447 422 $ (863)(E)
Other operating expenses........ 7,512 4,489 1,296 1,552 (554)(F)
Depreciation of real estate
owned......................... 19,764 7,545(G)
57,623 14,777 4,704 5,007 6,128
Income from property operations..... 31,461 13,568 5,785 4,417 (6,128)
Interest income..................... 708 (438)(H)
32,169 13,568 5,785 4,417 (6,566)
EXPENSES
Interest.......................... 16,938 8,382(I)
General and administrative........ 3,349
Other depreciation and
amortization.................... 596
20,883 -- -- -- 8,382
Income before gains (losses) on
investments....................... 11,286 13,568 5,785 4,417 (14,948)
Gains (losses) on sale of
investments....................... (89)
Net income.......................... $ 11,197 $13,568 $ 5,785 $ 4,417 $ (14,948)
Net income per share................ $ 0.29
Distributions declared per share.... 0.70
Weighted average number of shares
outstanding....................... 38,202 8,479
<CAPTION>
PRO
FORMA
<S> <C>
STATEMENT OF OPERATIONS
INCOME
Property operations:
Rental income..................... $137,342
Property expenses:
Utilities....................... 11,699
Repairs & maintenance........... 21,338
Real estate taxes............... 9,397
Property management............. 4,201
Other operating expenses........ 14,295
Depreciation of real estate
owned......................... 27,309
88,239
Income from property operations..... 49,103
Interest income..................... 270
49,373
EXPENSES
Interest.......................... 25,320
General and administrative........ 3,349
Other depreciation and
amortization.................... 596
29,265
Income before gains (losses) on
investments....................... 20,108
Gains (losses) on sale of
investments....................... (89)
Net income.......................... $ 20,019
Net income per share................ $ .43
Distributions declared per share.... 0.70
Weighted average number of shares
outstanding....................... 46,681
</TABLE>
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<PAGE>
UNITED DOMINION REALTY TRUST, INC.
NOTES TO PRO FORMA STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1994 AND
THE YEAR ENDED DECEMBER 31, 1993
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying pro forma statements of operations assume the completion
of (i) the sale of 8,000,000 shares of Common Stock at an assumed price of
$14.25 per share (the "Offering"), (ii) the proposed acquisition of 25 apartment
communities (the "Portfolio Acquisition"), (iii) the acquisition of five
apartment communities purchased in 1994 previously reported on Forms 8-K dated
April 15, 1994 and May 17, 1994, and (iv) the acquisition of eleven apartment
communities previously reported on Form 8-K dated December 31, 1993, at the
beginning of each period presented. In addition, such pro forma statements of
operations also assume that $24,791,000 of 7 year senior unsecured notes are
outstanding for approximately 8 months for the year ended December 31, 1993 and
2 months for the first quarter of 1994. In management's opinion, all significant
adjustments necessary to reflect these transactions have been made. The pro
forma statements of operations should be read in conjunction with the Trust's
audited financial statements for the year ended December 31, 1993 and its
unaudited financial statements for the three months ended March 31, 1994.
The unaudited pro forma statements of operations are not necessarily
indicative of what the Trust's results would have been for the three months
ended March 31, 1994 and the year ended December 31, 1993 if the Offering and
related acquisitions had been consummated at the beginning of each period
presented, nor do they purport to be indicative of the results of operations or
financial position in future periods.
2. ADJUSTMENTS TO THE PRO FORMA STATEMENTS OF OPERATIONS
(A) Represents the Trust's historical statements of operations contained in
its Quarterly Report on Form 10-Q for the three months ended March 31, 1994 and
its Annual Report on Form 10-K for the year ended December 31, 1993.
(B) Represents actual rental income and related operating expenses of the
proposed Portfolio Acquisition, as reported on Form 8-K dated May 26, 1994.
(C) Represents rental income and related operating expenses of five
apartment acquisitions, as previously reported on Forms 8-K dated April 15, 1994
and May 17, 1994.
(D) Reflects the net adjustments required to allow for a full year of
rental income and operating expenses for the year ended December 31, 1993, for
the Trust's acquisitions reported on Form 8-K during 1993.
(E) Reflects the net decrease in property management fees for the Portfolio
Acquisition and the Trust's 1993 and 1994 acquisitions. The Trust internally
manages its apartment properties at a cost of approximately 3% of rental income.
(F) Reflects the net decrease in insurance expense to reflect that the
Trust insures its apartments for approximately $107 per unit less than the
historical insurance expense of the Portfolio Acquisition.
(G) Represents the net adjustments to depreciation expense as outlined in
the table below. Depreciation is computed on a straight-line basis over the
estimated useful lives of the related assets. Buildings have been depreciated
over 35 years and other improvements over 15 years based upon an assumed
allocation of the estimated initial cost of the Portfolio Acquisition.
<TABLE>
<CAPTION>
3 MONTHS ENDED 12 MONTHS ENDED
MARCH 31, 1994 DECEMBER 31, 1993
<S> <C> <C>
Increase related to the Portfolio
Acquisition $1,023,000 $ 4,092,000
Increase related to the acquisitions
previously reported on Form 8-K dated
April 15, 1994 and Form 8-K dated May
17, 1994 312,000 1,943,000
Increase related to the acquisitions
previously reported on Form 8-K dated
December 31, 1993 -- 1,510,000
Total $1,335,000 $ 7,545,000
</TABLE>
21
<PAGE>
(H) Reflects the reduction of interest income associated with the use of
short-term investments to acquire the properties at assumed interest rates in
effect at the time of each respective acquisition for the year ended December
31, 1993, for the Trust's 1993 acquisitions reported on Form 8-K during 1993.
(I) Reflects the additional interest expense associated with the increase
in bank lines of credit and the assumption of tax-exempt bonds on one of the
1994 property acquisitions and of two mortgage notes assumed to have been
incurred by the Trust to purchase (i) the Portfolio Acquisition at interest
rates and maturities which are currently available to the Trust, (ii) the 1994
apartment acquisitions through May 17, 1994 at interest rates under the Trust's
bank lines of credit on the date of purchase, and (iii) the 1993 apartment
acquisitions made by the Trust at interest rates and maturities that were
available at the time of each acquisition as follows:
<TABLE>
<CAPTION>
3 MONTHS ENDED 12 MONTHS ENDED
MARCH 31, 1994 DECEMBER 31, 1993
<S> <C> <C>
Increase related to the Portfolio
Acquisition $ 914,00 $ 3,655,000
Increase related to the acquisitions
previously reported on Form 8-K
dated April 15, 1994 and Form 8-K dated
May 17, 1994 717,000 3,184,000
Increase related to the acquisitions
previously reported on Form 8-K
dated December 31, 1993 -- 1,543,000
Total $1,631,000 $ 8,382,000
</TABLE>
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