As filed with the Securities and Exchange Commission on December 28, 1995
Registration No. 33-32930
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________
UNITED DOMINION REALTY TRUST, INC.
____________
JOHN P. McCANN
President and Chief Executive Officer
United Dominion Realty Trust, Inc.
10 South 6th Street, Suite 203
Richmond, Virginia 23219-3802
(804) 780-2691
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
JAMES W. FEATHERSTONE, III
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
(804) 788-8267
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[UDRT LOGO]
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
PROSPECTUS DATED DECEMBER 28, 1995
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PROSPECTUS
UNITED DOMINION REALTY TRUST, INC.
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
Pursuant to its revised Dividend Reinvestment and Stock Purchase Plan (the
"Plan"), United Dominion Realty Trust, Inc. (the "Trust") hereby offers to
holders of its Common Stock, $1 par value ("Common Stock") and 9 1/4% Series A
Cumulative Redeemable Preferred Stock ("Preferred Stock") the opportunity to
purchase, through reinvestment of dividends or by additional cash payments,
additional shares of Common Stock, on the terms, subject to the conditions and
at the prices herein stated.
Dividends reinvested will be applied to the purchase of shares of Common
Stock at 95% of Average Market Value (as defined in "Purchases and Price of
Shares"). Participants may make additional optional cash payments of not less
than $50 and not more than $25,000 per quarter; such payments will be applied to
the purchase of shares at 97% of Average Market Value.
This Prospectus relates to 1,000,000 shares of Common Stock that have been
registered for sale under the Plan. Please retain this Prospectus for future
reference.
The executive offices of the Trust are located at 10 South Sixth Street,
Suite 203, Richmond, Virginia 23219-3802, and its telephone number is (804) 780-
2691.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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.
The date of this Prospectus is December 28, l995.
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AVAILABLE INFORMATION
The Trust is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "1934 Act") and files reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements, and other information concerning 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 in New York (Suite 1300, 7 World Trade Center, New
York, New York 10048) and Chicago (Suite 1400, 500 West Madison Street, Chicago,
Illinois 60661), and can also be inspected and copied at the offices of the New
York Stock Exchange (the "NYSE") at 20 Broad Street, New York, New York 10005.
Copies of such material can be obtained by mail from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, filed with the Commission pursuant to the 1934 Act,
are incorporated by reference in this Prospectus:
1. The Trust's Annual Report on Form 10-K for the year ended December 31,
1994.
2. The Trust's Quarterly Reports on Form 10-Q for the quarters ended March
31, June 30 and September 30, 1995.
3. The Trust's Current Reports on Form 8-K dated April 11 and June 30, 1995.
4. The description of the Common Stock contained in the Trust's Registration
Statement under the l934 Act, including any amendment or reports filed
for the purpose of updating such description.
All documents filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
1934 Act after the date of this Prospectus and before termination of this
offering are incorporated by reference into this Prospectus from the date of
filing of those documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained
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herein or in any other subsequently filed document which 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 the Prospectus.
Anyone receiving a copy of this Prospectus may obtain, without charge, a
copy of any of the documents incorporated by reference, except for the exhibits,
if any, to those documents. Mail your request to United Dominion Realty Trust,
Inc., 10 South Sixth Street, Suite 203, Richmond, Virginia 23219-3802,
Attention: Secretary, or call (804) 780-2691.
THE TRUST
The Trust, founded in 1972, is a Virginia corporation that owns and operates
income producing real estate, primarily apartments, located within the
Southeast, from Delaware to Florida. The Trust is operated in a manner intended
to enable it to qualify as a real estate investment trust under the Internal
Revenue Code of 1986, as amended (the "Code").
THE PLAN
The Plan provides you with a simple and convenient way to invest your cash
dividends in additional shares of Common Stock. As a participant in the Plan,
you may purchase shares at 95% of Average Market Value, as defined below under
"Purchases and Price of Shares", with reinvested dividends. You may also invest
additional cash, making payments of not less than $50 or more than $25,000 per
quarter, to purchase shares at 97% of Average Market Value. You receive free
custodial service for the shares you hold through the Plan.
Shares for the Plan will be purchased directly from the Trust. Such shares
will be previously unissued shares and will provide the Trust with funds for
general corporate purposes.
ELIGIBILITY
Holders of record of Common and Preferred Stock are eligible to participate
in the Plan with respect to any whole number of their shares. If your shares are
held of record by a broker or nominee and you want to participate in the Plan,
you must make
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appropriate arrangements with your broker or nominee.
The Trust may refuse participation in the Plan to shareholders residing in
states where shares offered pursuant to the Plan are neither registered under
applicable securities laws or exempt from registration.
ADMINISTRATION
Chemical Mellon Shareholder Services, L.L.C. ("Chemical Mellon"),
Pittsburgh, Pennsylvania, is the Administrator of the Plan. The Plan
Administrator holds certificates for shares held in your Plan account, keeps
records and sends statements of your account to you. Shares of Common Stock
purchased under the Plan are registered in the name of Chemical Mellon or its
nominee, as agent, and credited to the accounts of participants.
ENROLLMENT
You may join the Plan by signing the enrollment card enclosed with this
Prospectus and returning it to the Trust.
Your participation in the Plan will begin with the first dividend payment
after your signed card is received, provided your card is received on or before
the record date established for that dividend. Record dates for Common Stock
dividends are ordinarily on or about the 15th day of January, April, July and
October, and record dates for Preferred Stock dividends are ordinarily on or
about the first day of January, April, July and October. If your enrollment card
is received after the record date for any dividend and before payment of that
dividend, that dividend will be paid to you in cash and reinvestment of your
dividends will not begin until the next dividend payment date.
COSTS
Participants in the Plan pay no service charges or other fees for purchases
made under the Plan. All costs of administration of the Plan are paid by the
Trust. If you terminate participation in the Plan or ask that your Plan shares
be sold, you will pay certain charges as explained in "Termination of
Participation" below.
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PURCHASES AND PRICE OF SHARES
Common and Preferred Stock dividends, as well as any additional cash
payments, will be invested on the date on which Common Stock dividends are paid
each quarter (the "Investment Date"). Payment dates for Common Stock dividends
are ordinarily on or about the last business day of January, April, July and
October. Payment dates for Preferred Stock dividends are the 15th day (or the
next following business day if any such payment date is not a business day) of
each January, April, July and October. Preferred Stock dividends will be held by
the Trust, without interest, until the Investment Date next following the date
on which such dividends are paid and will then be invested. You become an owner
of shares purchased under the Plan as of the Investment Date.
REINVESTED DIVIDENDS. You may elect dividend reinvestment with respect to
any whole number of shares of Common and/or Preferred Stock registered in your
name on the records of the Trust. Specify on the enrollment card the number of
shares for which you want dividends reinvested. Dividends on all shares
purchased pursuant to the Plan will be automatically reinvested. The number of
shares purchased for you as a participant in the Plan depends on the amount of
your dividends to be reinvested (less any required withholding tax) and the
purchase price of the Common Stock. Your account will be credited with the
number of shares, including fractions computed to four decimal places, equal to
the total amount invested divided by the purchase price per share.
Shares of Common Stock will be purchased for participants from the Trust at
a price per share equal to 95% of the Average Market Value of the Common Stock,
which is the GREATER of (i) the average of the high and low sale prices of the
Trust's Common Stock on the NYSE on the Investment Date (or, if that is not a
trading day, the next following trading day), or (ii) the average reported
closing sale price (but not greater than 105% of (i) above) on the NYSE for the
10 trading days prior to the Investment Date. No shares will be purchased under
the Plan at less than their par value ($1.00 per share).
OPTIONAL CASH PURCHASES. As a Plan participant, you may make additional cash
payments for the purchase of Common Stock. Payments must be at least
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$50 and not more than $25,000 per quarter. You are not obligated to make any
cash payments, and if you choose to do so, you need not pay the same amount each
quarter. The price of shares purchased with additional cash payments will be 97%
of Average Market Value.
Cash payments must be received at least five business days before an
Investment Date in order to be used to purchase shares on that Investment Date.
Cash payments received fewer than five business days before an Investment Date
will be held, without interest, until the next Investment Date. Any payments not
yet invested will be refunded on written request therefor received by the Plan
Administrator not later than five business days before the next Investment Date.
You may make cash purchases when you join the Plan by enclosing a check or
money order payable to the Trust with the enrollment card. After you are
enrolled, please use the form provided with your account statement when you make
cash purchases.
DIVIDENDS ON SHARES HELD IN PLAN
Dividends paid on shares held in the Plan (less any required withholding
tax) will be credited to your Plan account. Dividends are paid on both full and
fractional shares held in your account and are automatically reinvested.
ACCOUNT STATEMENTS
You will receive a statement of your account as soon as practicable after
each Investment Date. The statements will contain a report of all transactions
since the last statement, including information with respect to the number of
shares allocated to your account, the amount of dividends received which are
allocable to you, the amount of Common Stock purchased therewith and the price
paid. These statements are your continuing record of the cost of your purchase
and should be retained for income tax purposes.
CERTIFICATES FOR SHARES
The certificates for shares purchased for your account will be held in the
name of the Plan Administrator or its nominee. The number of shares purchased
will be shown on your statement of account.
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This feature permits ownership of fractional shares, protects against loss,
theft or destruction of stock certificates, and reduces the costs of the Plan.
Certificates for any number of whole shares credited to your account will be
issued in your name upon your written request to the Plan Administrator.
Certificates for fractional shares will not be issued. Should you want your
certificates issued in a different name, you must notify the Plan Administrator
in writing and comply with applicable transfer requirements. If you wish to sell
any whole shares credited to your account under the Plan, you will have the
option of either (i) receiving a certificate for such whole number of shares or
(ii) requesting that such shares held in your account be sold, in which case the
shares will be sold on the open market as soon as practicable. Brokerage
commissions on such sales will not be paid by the Trust, and will be deducted
from the sales proceeds. See "Termination of Participation." If you wish to
pledge shares credited to your account, you must first have the certificate for
those shares issued in your name.
TERMINATION OF PARTICIPATION
You may discontinue reinvestment of dividends under the Plan with respect to
any of your shares (other than shares held for your account in the Plan) at any
time by notifying the Plan Administrator in writing. A notice of termination
with respect to any shares which is received by the Plan Administrator after the
record date for payment of dividends on such shares will not be effective until
the next following dividend payment record date for shares of the same class.
If you notify the Plan Administrator of your termination of participation in
the Plan with respect to all of your shares (including shares held for your
account in the Plan), or if your participation in the Plan is terminated by the
Trust, you may elect either (i) to receive a certificate for whole shares
credited to your account under the Plan or (ii) to request that any shares held
in your account be sold, in which case the shares will be sold on the open
market as soon as practicable. In either case you will be sent a check
representing the value of any fractional share computed on the basis of the
average of the high and low sale prices of the Common Stock on the NYSE on the
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date your account is terminated. Brokerage commissions on sales will not be paid
by the Trust, and will be deducted from the sales proceeds. In addition, if you
terminate participation in the Plan with respect to all of your shares, you will
be subject to a $5.00 service charge imposed by the Plan Administrator, which
will not be paid by the Trust.
If the Trust terminates the Plan, you will receive a certificate for the
number of whole shares credited to your account under the Plan and a check for
the value of any fractional share (computed as described in the preceding
paragraph).
A participant who changes his or her address must promptly notify the Plan
Administrator. If a participant moves his or her residence to a state where
shares offered pursuant to the Plan are neither registered nor exempt from
registration under applicable securities laws, the Trust may deem the
participant to have terminated participation in the Plan.
SUSPENSION, AMENDMENT AND TERMINATION OF PLAN
The Board of Directors of the Trust may suspend the Plan without prior
notice to participants at any time and from time to time if the Board determines
that the Average Market Value of the Common Stock is at a level making sales of
shares pursuant to the Plan disadvantageous to the Trust. Such determination may
be based on any factor or factors deemed appropriate by the Board, including but
not limited to inability of the Trust to invest the proceeds of sale of Plan
shares at a rate of return exceeding the cost to the Trust of such shares.
Unless sooner terminated or extended by the Board, suspension of the Plan will
terminate on the record date for payment of Preferred Stock dividends that
immediately precedes the second Investment Date following its initiation or
extension. Dividends that would otherwise be invested during a period of
suspension will be paid to participants in cash and cash payments received
during a period of suspension will be refunded, without interest.
The Board of Directors may also amend or terminate the Plan at any time,
provided that no amendment made between a payment date for dividends on
participating shares and the record date therefor may modify the terms of
investment of such dividends on such dividend payment date. You will be notified
if the Plan is terminated or materially amended. The
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Trust may also terminate any participant's participation in the Plan at any time
by notice to such participant if continued participation will, in the opinion of
the Board of Directors, jeopardize the status of the trust as a real estate
investment trust under the Code.
VOTING OF SHARES HELD UNDER THE PLAN
You will be able to vote all shares of Common Stock (including fractional
shares) credited to your account under the Plan at the same time that you vote
the shares registered in your name on the records of the Trust.
STOCK DIVIDENDS, STOCK SPLITS AND RIGHTS OFFERINGS
Any stock dividends or splits distributed by the Trust in respect of shares
held in the Plan for you will be credited to your Plan account. If the Trust
issues to its shareholders rights to subscribe to additional shares, such rights
will be issued to you based on your total share holdings, including shares held
in your Plan account.
RESPONSIBILITY OF THE PLAN ADMINISTRATOR AND THE TRUST UNDER THE PLAN
The Plan Administrator will not be liable for any claim based on an act done
in good faith or a good faith omission to act. This includes, without
limitation, any claim of liability arising out of failure to terminate a
participant's participation in the Plan upon such participant's death, the
prices at which shares are purchased, the times when purchases are made, or
fluctuations in the market price of Common Stock.
All notices from the Plan Administrator to a participant will be mailed to
the participant at his or her last address of record with the Plan
Administrator, which will satisfy the Plan Administrator's duty to give notice.
Participants must promptly notify the Plan Administrator of any change in
address.
YOU SHOULD RECOGNIZE THAT NEITHER THE TRUST NOR THE PLAN ADMINISTRATOR CAN
PROVIDE ANY ASSURANCE OF A PROFIT OR PROTECTION AGAINST LOSS ON ANY SHARES
PURCHASED UNDER THE PLAN.
INTERPRETATION AND REGULATION OF THE PLAN
The Trust reserves the right, without notice to participants, to interpret
and regulate the Plan as it
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deems necessary or desirable in connection with its operation. Any such
interpretation and regulation shall be conclusive.
FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN
The following discussion summarizes the principal federal income tax
consequences, under current law, of participation in the Plan. It does not
address all potentially relevant federal income tax matters, including
consequences peculiar to persons subject to special provisions of federal income
tax law (such as tax-exempt organizations, insurance companies, financial
institutions, broker-dealers and foreign persons). The discussion is based on
various rulings of the Internal Revenue Service regarding several types of
dividend reinvestment plans. No ruling, however, has been issued or requested
regarding the Plan. THE FOLLOWING DISCUSSION IS FOR YOUR GENERAL INFORMATION
ONLY, AND YOU MUST CONSULT YOUR OWN TAX ADVISOR TO DETERMINE THE PARTICULAR TAX
CONSEQUENCES (INCLUDING THE EFFECTS OF ANY CHANGES IN LAW) THAT MAY RESULT FROM
YOUR PARTICIPATION IN THE PLAN AND THE DISPOSITION OF ANY SHARES PURCHASED
PURSUANT TO THE PLAN.
REINVESTED DIVIDENDS. When your dividends are reinvested to acquire shares
of Common Stock (including any fractional shares), you will be treated as having
received a distribution in the amount of the average of the high and low sales
prices of the Common Stock on the NYSE (the "Tax FMV") on the Investment Date.
Thus, for example, if $95 of your dividends are reinvested to purchase shares of
Common Stock under the Plan having a Tax FMV of $100, you will be treated as
having received a $100 distribution for federal income tax purposes. The amount
treated as a distribution to you will constitute a dividend for federal income
tax purposes to the same extent as a cash distribution.
The initial tax basis of shares you acquire with reinvested dividends will
equal the Tax FMV of such shares. The holding period for shares acquired with
reinvested dividends will begin the day after the Investment Date. A whole share
resulting from the acquisition of two or more fractional shares on different
Investment Dates will have a split holding period, with the holding period for
each fractional component beginning the day after the Investment Date when the
fraction was acquired.
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OPTIONAL CASH PAYMENTS. The purchase of shares under the Plan with your
optional cash payments will result in a distribution to you for federal income
tax purposes, constituting a dividend to the same extent as a cash distribution,
if the Tax FMV of such shares exceeds their purchase price. The amount of the
distribution will equal the amount of the excess of Tax FMV over purchase price.
The initial tax basis in a share acquired with an optional cash payment will be
the greater of such share's Tax FMV or its purchase price. The holding period
for shares acquired with optional cash payments under the Plan will begin the
day after the Investment Date on which such shares are purchased. A share
consisting of fractional shares purchased on different Investment Dates will
have a split holding period, with the holding period for each fractional
component beginning the day after the Investment Date on which it was purchased.
RECEIPT OF SHARE CERTIFICATES AND CASH. You will not realize any income when
you receive certificates for whole shares credited to your account under the
Plan. Any cash received for a fractional share held in your account will be
treated as an amount realized on the sale of the fractional share. You therefore
will recognize gain or loss equal to any difference between the amount of cash
received for a fractional share and your tax basis in the fractional share.
Similarly, if the Plan Administrator sells your shares pursuant to your request
upon termination of your participation in the Plan, you will recognize gain or
loss equal to the difference between the amount you realize on the sale and your
tax basis in the shares. Gain or loss recognized on a sale of shares (including
a fractional share) from your account generally will be capital gain or loss if
you hold your Plan shares as capital assets.
INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE TRUST
Directors and officers of the Trust shall be indemnified against
liabilities, fines, penalties, and claims imposed upon or asserted against them,
except for matters as to which they are liable because of willful misconduct or
a knowing violation of the criminal law, as provided in the Trust's Articles of
Incorporation and the Virginia Stock Corporation Act. This indemnification
covers all costs and expenses reasonably incurred by a director or officer. In
addition, the Virginia Stock Corporation Act and
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the Trust's Articles of Incorporation may, under certain circumstances,
eliminate the liability of directors and officers in a shareholder or derivative
proceeding.
Insofar as indemnification for liabilities arising under the Securities Act
of l933 may be permitted to directors, officers, or controlling persons of the
Trust pursuant to the foregoing provisions, the Trust has been informed that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the l933 Act and is therefore
unenforceable. In the event that a claim for indemnification against such
liabilities is asserted by such director, officer or controlling person in
connection with the securities being registered, the Trust will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the l933 Act and
will be governed by the final adjudication of such issue.
EXPERTS
The financial statements of the Trust incorporated by reference in its
annual report on Form 10-K for the year ended December 31, 1994 have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon 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 statement of rental operations of Brittingham Square
Apartments, The Greens at Cedar Chase Apartments, The Greens at Cross Court
Apartments, The Greens at Falls Run Apartments, The Greens at Hilton Run
Apartments, The Greens at Hollymead Apartments, The Greens at Schumaker Pond
Apartments, The Greens of Constant Friendship Apartments and The Manor at
England Run Apartments, included in the Trust's Current Report on Form 8-K,
dated June 30, 1995, incorporated by reference herein, has been incorporated
herein in reliance upon the report dated May 24, 1995, 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.
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ADDRESS OF THE PLAN ADMINISTRATOR
Optional cash payments, changes in name or address, notices of termination
and requests for refunds of payments to purchase shares, certificates or the
sale of shares held in the Plan should be directed to United Dominion Realty
Trust, Inc., Dividend Reinvestment and Stock Purchase Plan, Chemical Mellon
Shareholder Services, L.L.C., P.O. Box 750, Pittsburgh, Pennsylvania 15230-9933.
INQUIRIES REGARDING THE PLAN
Please address questions about the Plan and your participation to United
Dominion Realty Trust, Inc.,10 South Sixth Street, Suite 203, Richmond, Virginia
23219-3802, Attention: Secretary, or call (804) 780-2691.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS REGARDING THE TRUST OR THE
OFFERING MADE HEREBY AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE TRUST. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES, NOR DOES IT CONSTITUTE
AN OFFER TO OR SOLICITATION OF ANY PERSON IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL CREATE AN IMPLICATION THAT INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
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TO JOIN THE PLAN:
(l) Complete this card. Be sure to include your social security or tax
identification number and signature.
(2) Staple or tape the card closed so that your
signature is enclosed.
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UNITED DOMINION REALTY TRUST, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN ENROLLMENT CARD
I hereby appoint Mellon Securities Trust Company (or any successor) as my
agent to receive cash dividends that may hereafter become payable to me on
shares of Common Stock and/or 9 1/4% Series A Cumulative Redeemable Preferred
Stock of United Dominion Realty Trust, Inc. registered in my name as set forth
below, and authorize Chemical Mellon Shareholder Services, L.L.C., to apply such
dividends, together with any optional cash payments I may properly make, to the
purchase of full shares and fractional interests in shares of the Trust's Common
Stock.
I understand that the purchases will be made under the terms and conditions
of the Dividend Reinvestment and Stock Purchase Plan as described in the
Prospectus and that I may revoke this authorization at any time by notifying
Chemical Mellon Shareholder Services, L.L.C., in writing, of my desire to
terminate my participation.
Please indicate your participation below:
<TABLE>
<CAPTION>
<S> <C>
Return this card only if you wish to participate in the Plan.
[ ] Full dividend reinvestment on all shares of
Common Stock.
Please Print Name(s) as Shown on Stock Certificate
[ ] Full dividend reinvestment on all shares of
Preferred Stock.
Signature(s)
[ ] Partial dividend reinvestment on shares of
Common Stock only.
[ ] Partial dividend reinvestment on shares of
Preferred Stock only. Signature(s)
[ ] Optional cash investment (enclosed): $ Date Social Security or Tax Identification Number
(Must be at least $50 and not more than $25,000.)
</TABLE>
IF YOUR SHARES ARE HELD OF RECORD BY A BROKER OR NOMINEE, YOU MUST MAKE
APPROPRIATE ARRANGEMENTS WITH THE BROKER OR NOMINEE TO PARTICIPATE IN THE PLAN.
[Reverse side of card is self-addressed, postage-paid card.]
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
4 (a) - Specimen Common Stock Certificate (filed as Exhibit 4(i) to
the Trust's Annual Report on Form 10-K for the year ended
December 31, 1993, Commission File No. 1-10524, and
incorporated by reference herein)
4 (b)(iii) - Amendment of Restated Articles of Incorporation (filed as
Exhibit 6(a)(2) to the Trust's Form 8-A Registration Statement
dated April 19, 1990, Commission File No. 1-10524, and
incorporated by reference herein)
4 (b)(iv) - Amendment of Restated Articles of Incorporation (filed as
Exhibit 1(c) to the Trust's Form 8-A Registration Statement
dated April 24, 1995, Commission File No. 1-10524, and
incorporated by reference herein)
4 (c)(vi) - Credit Agreement dated as of December 15, 1994, between the
Trust and First Union National Bank of Virginia (filed as
Exhibit 6(c)(6) to the Trust's Form 8-A Registration Statement
dated April 19, 1990, Commission File No. 1-10524, and
incorporated by reference herein)
23 (a)(i) - Consent of Ernst & Young (filed as Exhibit 23 to the Trust's
Annual Report on Form 10-K for the year ended December 31,
1994, Commission File No. 1-10524, and incorporated by
reference herein)
23 (a)(ii) - Consent of L. P. Martin & Company (filed as Exhibit 23 to the
Trust's Current Report on Form 8-K dated June 30, 1995,
Commission File No. 1-10524, and incorporated by reference
herein)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this post-effective amendment to the registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized in the
City of Richmond, Commonwealth of Virginia, on December 28, 1995.
UNITED DOMINION REALTY TRUST, INC.
By /s/ James Dolphin
James Dolphin
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this post-
effective amendment to the registration statement has been signed by the
following persons in the capacities indicated on December 28, 1995.
Signature Title and Capacity
/s/ John P. McCann* President, Chief Executive
- ----------------------------------- Officer (Principal Executive
John P. McCann Officer) and Director
/s/ James Dolphin Senior Vice President, Chief Financial
- ----------------------------------- Officer (Principal Financial and
James Dolphin Accounting Officer) and Director
/s/ Jeff C. Bane* Director
- -----------------------------------
Jeff C. Bane
/s/ Robert P. Buford* Director
- -----------------------------------
Robert P. Buford
/s/ R. Toms Dalton, Jr.* Director
- -----------------------------------
R. Toms Dalton, Jr.
/s/ Barry M. Kornblau* Director
- -----------------------------------
Barry M. Kornblau
/s/ John C. Lanford* Director
- -----------------------------------
John C. Lanford
/s/ H. Franklin Minor* Director
- -----------------------------------
H. Franklin Minor
/s/ C. Harmon Williams, Jr.* Director
- -----------------------------------
C. Harmon Wiliams, Jr.
*By: /s/ James Dolphin
- -----------------------------------
James Dolphin,
Attorney-in-Fact
