SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
UNITED DOMINION REALTY TRUST
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
( ) $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
[logo]
March 29, 1995
Fellow Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders to
be held on Tuesday, May 2, 1995, at 4:00 p.m. at the Omni Richmond Hotel, 12th
and Cary Streets, Richmond, Virginia. The business to be conducted at the
meeting is set forth in the formal notice that follows. At the meeting,
management will review 1994, report on recent financial results and discuss
expectations for the future. The directors and management of the Trust will be
available to answer any questions from the floor. After the meeting, there will
be a reception and you will have the opportunity to speak informally with the
directors and officers.
The Trust relies upon all shareholders to promptly execute and return their
proxies in order to avoid costly proxy solicitation. Therefore, in order to save
the Trust the unnecessary expense of further proxy solicitation, I ask that you
promptly sign and return the enclosed proxy card in the return envelope
provided. If you attend the Annual Meeting, as we hope you do, you may withdraw
your proxy at the meeting and vote your shares in person from the floor. Your
vote is important to the Trust.
Sincerely,
UNITED DOMINION REALTY TRUST
[signature]
JOHN P. MCCANN
PRESIDENT
10 SOUTH SIXTH STREET, SUITE 203 / RICHMOND, VIRGINIA 23219-3802 / 804-780-2691
<PAGE>
[logo]
March 29, 1995
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON TUESDAY, MAY 2, 1995
The Annual Meeting of Shareholders of United Dominion Realty Trust, Inc.
will be held at the Omni Richmond Hotel, 12th and Cary Streets, Richmond,
Virginia, on Tuesday, May 2, 1995 at 4:00 p.m., for the following purposes:
1. To elect nine directors to serve for the ensuing year.
2. To transact such other business as may properly come before the meeting.
The holders of shares of Common Stock of record at the close of business on
March 17, 1995 are entitled to vote at the meeting. If you are present at the
meeting, you may vote in person even though you have previously delivered your
proxy.
By Order of the Board of Directors
[signature]
Katheryn E. Surface
CORPORATE SECRETARY
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE SIGN, DATE AND
RETURN THE ENCLOSED PROXY. IF YOU ATTEND THE MEETING, YOU MAY WITHDRAW YOUR
PROXY AND VOTE IN PERSON.
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
PROXY STATEMENT
MARCH 29, 1995
GENERAL
The enclosed proxy is solicited by the directors of United Dominion Realty
Trust, Inc. (the "Trust") for the Annual Meeting of Shareholders to be held at
the Omni Richmond Hotel, 12th and Cary Streets, Richmond, Virginia, at 4:00 p.m.
on Tuesday, May 2, 1995 (the "Annual Meeting"). The proxy may be revoked at any
time prior to voting thereof by notifying the persons named therein of intention
to revoke or by conduct inconsistent with continued effectiveness of the proxy,
such as delivery of a later dated proxy or appearance at the meeting and voting
in person the shares to which the proxy relates. Shares represented by executed
proxies will be voted, unless a different specification is made therein, FOR
election as directors of the persons named therein. This proxy statement and the
enclosed proxy were mailed beginning March 29, 1995 to shareholders of record at
the close of business on March 17, 1995 (the "Record Date"). The Trust has
mailed each shareholder of record as of the Record Date an Annual Report that
includes audited financial statements for the year ended December 31, 1994.
At the close of business on the Record Date, the Trust had 51,730,984
shares outstanding and entitled to vote. Each share has one vote on all matters
including those to be acted upon at the Annual Meeting. The holders of a
majority of such shares present at the Annual Meeting in person or represented
by proxies will constitute a quorum. If a quorum is present, the affirmative
vote of a plurality of the shares voting at the Annual Meeting is required to
elect directors. Shareholders who wish to abstain from voting on any matter to
be voted on at the Annual Meeting may do so by specifying that their vote on
such matter be withheld in the manner provided in the enclosed proxy, and the
shares otherwise votable by such shareholders will not be included in
determining the number of shares voted on such matter. The Trust will comply
with instructions in a proxy executed by a broker or other nominee shareholder
that less than all of the shares of which such shareholder is the holder of
record on the Record Date are to be voted on a particular matter. All such
shares which are not voted ("broker non-votes") will be treated as shares as to
which vote has been withheld.
The mailing address of the Trust is 10 South Sixth Street, Suite 203,
Richmond, Virginia 23219-3802. Notices of revocation of proxies should be sent
to that address.
THE TRUST WILL PROVIDE SHAREHOLDERS, WITHOUT CHARGE, A COPY OF THE
TRUST'S ANNUAL REPORT ON FORM 10-K FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION FOR THE YEAR ENDED DECEMBER 31, 1994, INCLUDING THE
CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES THERETO, ON WRITTEN
REQUEST TO KATHERYN E. SURFACE, SECRETARY OF THE TRUST, AT THE MAILING
ADDRESS SET FORTH ABOVE. OWNERSHIP OF EQUITY SECURITIES
"Beneficial ownership" as used herein has been determined in accordance
with the rules and regulations of the Securities and Exchange Commission (the
"Commission") and is not to be construed as an admission that any of such shares
are in fact beneficially owned by any person. As of the Record Date, there are
no shareholders known to the Trust who own beneficially 5% or more of the
outstanding shares of Common Stock.
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<PAGE>
Beneficial ownership of shares as of the Record Date by directors and
officers of the Trust and nominees for election at the Annual Meeting, including
shares deemed owned as a consequence of ownership of stock options exercisable
within 60 days, is indicated in the table below. Except as otherwise indicated
in the footnotes, each person named in the table and included in the
director/officer group has sole voting and investment powers as to such shares,
or shares such powers with his spouse and minor children, if any.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
IMMEDIATELY THROUGH OPTIONS (1)
NAME NUMBER PERCENT NUMBER PERCENT
<S> <C> <C> <C> <C>
Jeff C. Bane.................................... 65,820(2) 0.1 6,000 --
Robert P. Buford................................ 129,000 0.2 6,000 --
Richard B. Chess................................ 51,450 0.1 49,850(4) 0.1
R. Toms Dalton, Jr.............................. 28,740 0.1 4,000 --
James Dolphin................................... 122,830(3) 0.2 63,876(4) 0.1
Richard A. Giannotti............................ 41,250 0.1 54,364(4) 0.1
Barry M. Kornblau............................... 211,573(5) 0.4 27,598(4) 0.1
John C. Lanford................................. 10,900 -- 6,000 --
John P. McCann.................................. 295,850(2)(3) 0.6 223,662(4) 0.4
H. Franklin Minor............................... 70,100 0.1 6,000 --
C. Harmon Williams, Jr.......................... 61,168(2) 0.1 6,000 --
All directors and officers
as a group (22 persons)....................... 1,282,593(3)(5) 2.5 647,236(4)(6) 1.3
</TABLE>
(1) Assumes exercise in full of all options exercisable within 60 days.
(2) Includes, in the case of Mr. McCann and all directors and officers as a
group and does not include in the case of Messrs. Bane and Williams, 35,000
shares owned by Planned Property Realty Corp., of which Mr. McCann is
President and 50% shareholder and of which Messrs. Bane and Williams are
each 25% shareholders.
(3) Includes 8,000 shares held by the Trust's Profit Sharing Plan of which
Messrs. McCann and Dolphin are trustees and under which they share voting
and investment powers as to such shares.
(4) Does not include 30,850 shares, 90,680 shares, 32,136 shares, 55,874 shares,
146,338 and 441,692 shares issuable upon exercise of options granted to
Messrs. Chess, Dolphin, Giannotti, Kornblau, McCann and all directors and
officers as a group, respectively, which are not exercisable within 60 days.
(5) Does not include a total of 1,259,708 shares beneficially owned by Mr.
Kornblau's parents, beneficial ownership of which is disclaimed by Mr.
Kornblau.
(6) Does not include a total of 4,000 shares issuable upon exercise of options
held by Mr. Kornblau's father, beneficial ownership of which is disclaimed
by Mr. Kornblau.
ELECTION OF DIRECTORS
At the Annual Meeting nine directors are to be elected, each to hold office
until the next Annual Meeting of Shareholders and until his successor is duly
elected and qualified, except in the event of death, resignation or removal.
Unless otherwise specified, proxies solicited hereby will be voted FOR election
of the nominees listed below, except that in the event any of those named should
not continue to be available for election, discretionary authority may be
exercised to vote for a substitute. No circumstances are presently known that
would render any
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<PAGE>
nominee named herein unavailable. All of the nominees are now members of the
Board of Directors and were elected at the 1994 Annual Meeting of Shareholders.
The nominees, their ages, the year of election of each to the Board of the
Trust, their principal occupations during the past five years or more, and
directorships of each in public companies in addition to the Trust, are as
follows:
Jeff C. Bane, 65, is President of Blake & Bane Inc., Richmond, Virginia,
real estate brokers. He is a director of F&M Bank, Richmond, Virginia. He was
first elected to the Board of the Trust in 1972.
Robert P. Buford, 69, has been a member of the firm of Hunton & Williams,
Richmond, Virginia, attorneys, since 1958, and is now senior counsel to that
firm. He was formerly a director of Crestar Financial Corp and Tultex Corp. He
was first elected to the Board of the Trust in 1984.
R. Toms Dalton, Jr., 62, is a partner with Allen & Carwile, Waynesboro,
Virginia, attorneys. He is a director of First Virginia Bank of Augusta,
Wayneboro, Virginia. He was first elected to the Board of the Trust in 1973.
James Dolphin, 45, is Senior Vice President and Chief Financial Officer of
the Trust. He was first elected to the Board of the Trust in 1988.
Barry M. Kornblau, 45, is Senior Vice President and Director of Apartments
of the Trust. Mr. Kornblau joined the Trust in 1991, in connection with the
acquisition by the Trust of the management of its apartment properties from
Summit Realty Group, Inc., which had managed them since 1985. Mr. Kornblau has
been President of Summit Realty Group, Inc., since 1984. He is also a director
of Commerce Bank of Virginia, Richmond, Virginia. He was first elected to the
Board of the Trust in 1993.
John C. Lanford, 64, is President of Adams Construction Co., Inc., Roanoke,
Virginia, general contractors. He was first elected to the Board of the Trust in
1973.
John P. McCann, 50, is President and Chief Executive Officer of the Trust.
He is a director of Crestar Bank, Richmond, Virginia, and Storage USA, Inc.,
Columbia, Maryland. He was first elected to the Board of the Trust in 1978.
H. Franklin Minor, 62, is an attorney-at-law and real estate broker in
Richmond, Virginia. He was first elected to the Board of the Trust in 1974.
C. Harmon Williams, Jr., 64, is a real estate broker in Charlottesville,
Virginia. He was first elected to the Board of the Trust in 1972 and has served
as Chairman of the Board since 1977.
COMMITTEES OF THE BOARD
The Board of Directors has established an Executive Committee, a
Compensation Committee and an Audit Committee as its standing committees. The
Executive Committee has, to the extent permitted by law, all powers vested in
the Board of Directors except such powers specifically denied it by the full
Board. During 1994, Messrs. Buford, Dolphin, McCann and Williams were the
members of the Executive Committee. The Compensation Committee sets directors'
fees, the salaries of the President and Senior Vice Presidents, contributions
and awards, if any, under employee benefit plans and management incentive plans,
and other management compensation, if any. Additionally, the Compensation
Committee reviews the calculation of incentive/bonus compensation under the
employment agreements described in "Employment Agreements" below. The members of
the Compensation Committee during 1994 are identified below under "Compensation
Committee Interlocks and Insider Participation." The Audit Committee reviews the
financial reporting practices of the Trust and the external audit
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<PAGE>
function. Messrs. Bane, Buford and Minor were the members of the Audit Committee
during 1994. Mr. Buford is senior counsel to Hunton & Williams, which has been
the Trust's counsel since its inception.
During 1994, the Board of Directors held 20 meetings (including 12 special
meetings), the Compensation Committee held two meetings and the Audit Committee
held two meetings. The Executive Committee did not meet during the year. Each
director attended at least 75% of the meetings of the Board and of the committee
to which he was assigned.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1994, the Trust's Compensation Committee consisted of Messrs.
Dalton, Lanford and Williams. As described under "Compensation Committee Report
on Executive Compensation," Mr. McCann participates in establishing the base
compensation of the Trust's other executive officers.
INDEBTEDNESS OF OFFICERS TO TRUST
The executive officers of the Trust listed in the table below are indebted
to the Trust for Common Stock purchased pursuant to the 1991 Stock Purchase and
Loan Plan (the "Stock Purchase and Loan Plan") approved by the shareholders at
the 1992 Annual Meeting. The table indicates the largest amount of the
indebtedness outstanding since the beginning of fiscal year 1994 and the amount
outstanding at March 31, 1995. As provided in the Stock Purchase and Loan Plan,
such indebtedness bears interest at rates increasing periodically from 7% per
annum to a maximum of 8.5% per annum.
<TABLE>
<CAPTION>
MAXIMUM INDEBTEDNESS
SINCE JANUARY 1, INDEBTEDNESS
NAME 1994 AT MARCH 31, 1995
<S> <C> <C>
John P. McCann.................................. $1,492,278 $ 1,491,142
James Dolphin................................... 679,060 678,386
Barry M. Kornblau............................... 674,899 674,140
Richard A. Giannotti............................ 469,114 468,574
Richard B. Chess................................ 465,684 465,075
</TABLE>
COMPENSATION OF DIRECTORS
For 1994, Directors of the Trust were paid fees of $6,000 plus $600 for
each meeting attended. During 1994, the directors as a group (other than Messrs.
McCann, Dolphin and Kornblau, who received no additional compensation for
serving as directors) received fees of $78,600. In December of 1994, directors
of the Trust who were not officers or members of the Compensation Committee,
were each granted 6,000 options at an exercise price of $13 1/8 per share.
COMPENSATION OF EXECUTIVE OFFICERS
The following table presents information relating to total compensation
during the fiscal years ended December 31, 1994, 1993 and 1992, of the chief
executive officer and the other four most highly compensated executive officers
(collectively, the "named executives") of the Trust whose total salary and bonus
exceeded $100,000 for the 1994 year.
4
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
NAME AND ANNUAL COMPENSATION AWARDS ALL OTHER
PRINCIPAL POSITION YEAR BASE SALARY BONUS OPTIONS COMPENSATION(1)
<S> <C> <C> <C> <C> <C>
John P. McCann 1994 $ 290,000 $95,700 70,000 $ 2,634
President and Chief 1993 232,500 76,725 -- 2,574
Executive Officer 1992 186,000 -- 200,000 1,346
James Dolphin 1994 160,000 52,800 30,000 2,634
Senior Vice President 1993 140,000 46,200 -- 2,574
and Chief Financial Officer 1992 124,000 -- 60,000 1,346
Barry M. Kornblau 1994 160,000 52,800 30,000 2,634
Senior Vice President 1993 146,000 48,180 -- 2,574
and Director of Apartments 1992 136,500 -- 48,000 1,346
Richard B. Chess 1994 107,000 44,310 22,500 2,634
Vice President and 1993 95,000 34,170 -- 2,574
Director of Acquisitions 1992 86,000 -- 42,000 1,346
Richard A. Giannotti 1994 98,000 37,340 22,500 2,634
Vice President and 1993 86,000 28,380 -- 2,574
Director of Construction 1992 77,500 -- 42,000 1,346
</TABLE>
(1) Represents contributions to the Trust's Profit Sharing Plan (the "Plan") for
each of the named officers.
Messrs. McCann and Dolphin are trustees and participants in the Plan. The
Plan allocates cash benefits to participants, rather than interests in
particular securities owned by it. During each of 1993 and 1994, the Plan
purchased 3,000 shares of Common Stock. Under Commission staff interpretations
of Commission rules under Section 16 of the Securities Exchange Act of 1934, as
amended, each of Messrs. McCann and Dolphin had pecuniary interests in the
Common Stock purchased by the Plan in each of such years to the extent of 8
shares. Their equivalent interests in the shares purchased by the Plan in 1993
and 1994 were not reported to the Commission on a timely basis.
EMPLOYMENT AGREEMENTS
In October, 1982, the Trust entered into employment agreements with Messrs.
McCann and Dolphin and on January 1, 1991, entered into an employment agreement
with Mr. Kornblau, who had not previously been employed by it. The employment
agreements, which expire annually on December 31 but renew automatically for
successive one year periods unless sooner terminated and are on substantially
similar terms except for compensation terms, provide annual base salaries for
the employees, subject to increase at the discretion of the Board of Directors.
The annual base salaries for the employees for 1994 are disclosed above in the
Summary Compensation Table. The agreements also provide for annual
incentive/bonus compensation, calculated as a percentage of base salary for the
year, based upon the increase in funds from operations ("FFO") per share for the
current year over the prior year, up to a maximum incentive/bonus equal to 33%
of base salary for Messrs. McCann, Dolphin and Kornblau. Incentive bonuses are
calculated based upon a formula which doubles the percentage increase in FFO, so
that, for example, a 10% increase in FFO will result in an incentive bonus of
20% of base compensation. Therefore, the maximum incentive bonus is achieved
when FFO increases by 16.5%. During 1994 the Compensation Committee authorized
increasing Mr. McCann's maximum incentive/bonus to 50% of base salary effective
for 1995 and subsequent years. No incentive/bonus compensation will be payable
to any of the named executives if the increase for the year in FFO per share,
the Trust's primary performance measurement, is less than 5%.
5
<PAGE>
Either the Trust or the employee may terminate the agreement by 90 days' notice
or in the event that the Trust is sold, merged or otherwise liquidated. The
agreements with Messrs. McCann and Dolphin provide that, in either case, the
employee is entitled to severance pay equal to his then current annual base
salary plus a pro-rata portion of any incentive/bonus compensation payable for
that year. The agreement with Mr. Kornblau provides that he is entitled to such
severance pay only in the event that the Trust is sold, merged or otherwise
liquidated.
The following tables present information concerning stock options exercised
by the chief executive officer and the named executives of the Trust. The Trust
does not grant stock appreciation rights.
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OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUE
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
ACQUIRED VALUE AT FISCAL YEAR END(1) AT FISCAL YEAR END(2)
NAME ON EXERCISE REALIZED(2) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
<S> <C> <C> <C> <C>
John P. McCann -- $ -- 210,218/159,782 $ 730,563/$578,221
James Dolphin -- -- 63,436/101,564 $ 434,026/$266,284
Barry M. Kornblau 6,528 88,944 18,950/64,522 $ 66,292/$134,593
Richard B. Chess 2,000 27,875 41,202/39,498 $ 165,234/$ 75,932
Richard A. Giannotti -- -- 45,716/40,784 $ 201,826/$ 79,548
</TABLE>
(1) Includes unvested options for 70,000 shares, 30,000 shares, 30,000 shares,
22,500 shares and 22,500 shares granted to Messrs. McCann, Dolphin, Kornblau,
Chess and Giannotti, respectively.
(2) These values are calculated based on the difference between the exercise
price(s) and the fair market value of the stock, as determined by reference to
the closing sale prices on the New York Stock Exchange (the "NYSE") as of the
exercise date(s) or December 30, 1994, as appropriate.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Trust's Board of Directors has delegated to the Compensation Committee
responsibility for developing and applying programs for compensating the Trust's
executive officers. During 1994 the Compensation Committee consisted of three
outside directors. In addition, as described below, John P. McCann, President of
the Trust, participates in establishing executive officer compensation.
Executive compensation consists of four components: base compensation,
performance compensation, incentive compensation, and long term compensation.
Each component is discussed below.
With respect to base compensation, the President consults with the
Compensation Committee as to the amount of his proposed base compensation and
that of the Senior Vice Presidents. The Compensation Committee then sets the
base salaries of these senior officers. The President determines the base
salaries of other executive officers using the same criteria used by the
Compensation Committee in setting senior officer base compensation.
Factors considered by the Compensation Committee in setting base
compensation include the performance of the Trust, individual accomplishments,
any planned change of responsibility for the forthcoming year, salaries paid for
similar positions within the real estate and REIT industry as published in
industry statistical surveys and proposed base compensation relative to that of
other executive officers. The predominating factor is the performance of the
Trust. The application of the remaining factors is subjective, with no
particular factor being given more weight than the others. For the President,
the Compensation Committee's perception of his performance is a factor. For the
two Senior Vice Presidents, the President's perception of their performance is
also a factor. Industry awards are also considered. During each of the past five
years, the President has received outstanding CEO awards from various
publications. The Compensation Committee believes that these awards reflect not
only the performance of the President, but also the other named executives. The
market value of the Common Stock is not considered in setting base compensation.
The performance of the Trust is the most important factor in setting base
compensation. The Compensation Committee considers growth in FFO per share, the
volume and quality of acquisitions, completed financings and other measures in
assessing the performance of the Trust for the year, with the growth in FFO per
share being the
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<PAGE>
most important factor. The Compensation Committee also considers how the
accomplishments of the current year position the Trust for succeeding years.
The Compensation Committee believed that 1994 was an exceptional year. FFO
increased 29% per share, the Trust closed a record volume of apartment
investments, successfully completed a record number of debt and equity financing
at prices believed to be attractive and successfully absorbed an additional 45
properties into its property management system. These accomplishments were
considered in setting base compensation for 1995.
Performance compensation, in the form of bonuses, is provided for in the
employment agreements of the President and the Senior Vice Presidents summarized
above under "Employment Agreements." For 1994, the other two named executive
officers received performance compensation on the same basis as the President
and Senior Vice Presidents. This performance compensation is calculated as a
percentage of base salary, based upon the increase in FFO per share for the
current year over the prior year, up to a maximum of 33% of base salary. Based
upon the 29% per share increase in FFO, named executives earned the maximum of
33% of their respective base salaries for 1994. Additional discretionary bonuses
may also be paid to executive officers whose bonuses are not contractually fixed
on the basis of achievement of performance goals established at the beginning of
the year, such as targeted increases in the number of apartment units added to
the Trust's portfolio, and extraordinary performance with respect to particular
projects. Additional discretionary bonuses are awarded in the discretion of the
President, based on his perception of the value of achievement of performance
goals and extraordinary performance. Additional discretionary bonuses of $9,000
and $5,000 were awarded to Mr. Chess and Mr. Giannotti, respectively, in 1994.
Incentive and long term compensation is designed to attract, motivate and
retain executives critical to the long term success of the Trust, by promoting
the alignment of executive interests and the interests of shareholders. Stock
options and participation in the Stock Purchase and Loan Plan are the principal
incentive and long term compensation vehicles. In selecting recipients and the
size of their awards, their positions with the Trust, their long term potential
and prior awards are considered. The Compensation Committee believes option
grants should either be made annually or vest annually on a generally consistent
basis.
COMPENSATION COMMITTEE
R. Toms Dalton John C. Lanford C. Harmon Williams, Jr.
PRESIDENT
John P. McCann
8
<PAGE>
PERFORMANCE GRAPH
[INSERT PERFORMANCE GRAPH]
1989 1990 1991 1992 1993 1994
NAREIT 100.00 84.65 114.87 131.62 157.49 162.50
S&P 100.00 96.90 126.43 136.06 149.65 151.58
UDR 100.00 89.59 133.29 173.43 205.57 218.99
(1) Indicates appreciation of $100 invested on December 31, 1989, in Trust
common stock and S&P 500 and NAREIT Equity REIT Total Return Index securities,
assuming reinvestment of dividends.
9
<PAGE>
The NAREIT Equity REIT Total Return Index is published by the National
Association of Real Estate Investment Trusts, Inc. Index data reflect monthly
reinvestment of dividends and are based upon the monthly closing prices of
shares of all tax-qualified equity REITs (real estate investment trusts at least
75% of whose gross invested assets are invested in real estate equities),
including the Trust, listed on the NYSE and the American Stock Exchange and
traded in NASDAQ National Market System. At December 30, 1994, this Index
included 173 equity REITs with a total market capitalization of $38.8 billion.
MATTERS TO BE PRESENTED AT THE 1995 ANNUAL MEETING OF SHAREHOLDERS
Any qualified shareholder wishing to make a proposal to be acted upon at
the Annual Meeting of Shareholders in 1995 must submit such proposal, to be
considered by the Trust for inclusion in the proxy statement, to the Trust at
its principal office in Richmond, Virginia, no later than December 15, 1995.
OTHER MATTERS
Management knows of no matters other than those stated above likely to be
brought before the Annual Meeting. However, if any matters not now known come
before the Annual Meeting, the persons named in the enclosed proxy are expected
to vote the shares represented by such proxy on such matters in accordance with
their best judgment.
THE TRUST DEPENDS UPON ALL SHAREHOLDERS PROMPTLY SIGNING AND RETURNING THE
ENCLOSED PROXY TO AVOID COSTLY SOLICITATION. YOU CAN SAVE THE TRUST CONSIDERABLE
EXPENSE BY SIGNING AND RETURNING YOUR PROXY AT ONCE.
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*****************************APPENDIX************************************
PROXY SOLICITED BY THE SHARES OF COMMON STOCK
BOARD OF DIRECTORS
UNITED DOMINION REALTY TRUST, INC.
ANNUAL MEETING OF SHAREHOLDERS
MAY 2, 1995
The undersigned hereby appoints C. Harmon Williams, Jr. and John
P. McCann as proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and to vote all shares of Common
Stock of the undersigned in United Dominion Realty Trust, Inc. at the
Annual Meeting of Shareholders to be held on May 2, 1995, and at any and
all adjournments thereof:
(Please date and sign on the reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR ELECTION OF ALL NOMINEES FOR THE BOARD OF
DIRECTORS WHO ARE LISTED.
<TABLE>
<S> <C>
1. ELECTION OF DIRECTORS Jeff C. Bane, Robert P. Buford, R. Toms Dalton, Jr., James Dolphin,
FOR all nominees VOTE WITHHELD Barry M. Kornblau, John C. Lanford, John P. McCann, H. Franklin Minor,
listed (except as for all nominees and C. Harmon Williams, Jr.
written to the listed
contrary (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
(x) (x) WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)
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2. In their discretion, the proxies are
authorized to vote upon such other business
as may properly come before the meeting.
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Dated:__________________________, 1995
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(Signatures)
Please sign exactly as your name(s) appear(s)
on this proxy. Only one owner of jointly
owned shares need sign. When signing in a
representative capacity, please give title.
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN
THIS PROXY USING THE ENCLOSED ENVELOPE.
