As filed with the Securities and Exchange Commission on March 23, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________
UNITED DOMINION REALTY TRUST, INC.
(Exact name of registrant as specified in charter)
Virginia 54-0857512
(State or other jurisdiction of (I.R.S. employer identification
incorporation or organization) number)
330 S. 6th Street, Suite 203
Richmond, Virginia 23219-3802
(Address of principal executive office, including zip code)
UNITED DOMINION REALTY TRUST, INC.
EMPLOYEES' STOCK PURCHASE PLAN
(Full title of the plan)
____________________
John P. McCann
President and Chief Executive Officer
United Dominion Realty Trust, Inc.
10 S. 6th Street, Richmond, Virginia 23219-3802
(804) 780-2691
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Copies to:
James W. Featherstone, III
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
(804) 788-8267
____________________
<TABLE>
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share(1) offering price(1) registration fee
<S> <C> <C> <C> <C>
Common Stock, $1.00 par
value 100,000 shares $13.875 $1,387,500 $478.45
</TABLE>
(1) Determined pursuant to Rule 457(c).
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed as a part of this registration statement.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed as a part of this registration statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference: (i)
the registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993; (ii) the registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, June 30 and September 30, 1994; (iii) the
registrant's Current Reports on Form 8-K dated April 15, May 17, 1994, May
26, July 1, August 31, September 1 and October 14, 1994, and (iv) the
description of the registrant's Common Stock contained in its registration
statement on Form 8-A filed under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), including any amendment or report filed for the
purpose of updating such description.
All documents filed by the registrant pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective
amendment that indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Directors and officers of the registrant may be indemnified against
liabilities, fines, penalties, and claims imposed upon or asserted against
them as provided in the Virginia Stock Corporation Act and the
Articles of Incorporation. Such indemnification covers all costs and
expenses reasonably incurred by a Director or officer. The Board of
Directors, by a majority vote of a quorum of disinterested Directors or,
under certain circumstances, independent counsel appointed by the Board
of Directors, must determine that the Director or officer seeking
indemnification was not guilty of willful misconduct or a knowing violation
of the criminal law. In addition, the Virginia Stock Corporation Act and
the registrant's Articles of Incorporation may under certain circumstances
eliminate the liability of Directors and officers in a shareholder or derivative
proceeding.
If the person involved is not a Director or officer of the
registrant, the Board of Directors may cause the registrant to indemnify to
the same extent allowed for Directors and officers of the registrant such person
who was or is a party to a proceeding, by reason of the fact that he is or
was an employee or agent of the registrant, or is or was serving at the
request of the registrant as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise.
Item 7. Exemption from Registration Claimed.
Not applicable.
II-1
Item 8. Exhibits.
4 (i) - Specimen Common Stock Certificate (filed as Exhibit 4(i) to
the registrant's Annual Report on Form 10-K for the year ended
December 31, 1994, and incorporated by reference herein)
4 (i)(a) - Restated Articles of Incorporation (filed as Exhibit 3 to the
registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1992, and incorporated by reference herein)
4 (i)(b) - Amendment of Restated Articles of Incorporation (filed as
Exhibit 6(a)(1) to the registrant's Form 8-A Registration
Statement and incorporated by reference herein)
4 (i)(c) - By-laws (filed as Exhibit 4(c) to the registrant's Form S-3
Registration Statement (Registration No. 33-44743) filed with
the Commission on December 31, 1991, and incorporated by
reference herein)
4 (ii)(a) - Loan Agreement dated as of November 7, 1991, between the
registrant and Aid Association for Lutherans (filed as
Exhibit 6(c)(1) to the registrant's Form 8-A Registration
Statement and incorporated by reference herein)
4 (ii)(b) - Loan Agreement dated as of November 14, 1991, between the
registrant and Signet Bank/Virginia (filed as Exhibit 6(c)(2)
to the registrant's Form 8-A Registration Statement and
incorporated by reference herein)
4 (ii)(c) - Note Purchase Agreement dated as of February 19, 1992, between
the registrant and Principal Mutual Life Insurance Company
(filed as Exhibit 6(c)(3) to the registrant's Form 8-A
Registration Statement and incorporated by reference herein)
4 (ii)(d) - Note Purchase Agreement dated as of January 15, 1993,
between the registrant and CIGNA Property and Casualty
Insurance Company, Connecticut General Life Insurance
Company, Connecticut General Life Insurance Company, on
behalf of one or more separate accounts, Insurance Company
of North America, Principal Mutual Life Insurance Company and
Aid Association for Lutherans (filed as Exhibit 6(c)(5) to
the registrant's Form 8-A Registration Statement and
incorporated by reference herein)
4 (ii)(e) - Credit Agreement dated as of December 15, 1994, between the
registrant and First Union National Bank of Virginia (filed
as Exhibit 6(c)(6) to the registrant's Form 8-A Registration
Statement and incorporated by reference herein)
5 - Opinion of Hunton & Williams
23(i) - Consent of Ernst & Young LLP
23(ii) - Consent of L. P. Martin & Company, P.C.
23(iii) - Consent of BDO Seidman
23(iv) - Consent of Alloy, Silverstein, Shapiro, Adams, Mulford & Co.
23(v) - Consent of Alloy, Silverstein, Shapiro, Adams, Mulford & Co.
23(vi) - Consent of Hunton & Williams (included in Exhibit 5)
24 - Power of attorney (located on page II-4 of the registration
statement)
II-2
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change in such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing
of the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant
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 Securities Act and will be governed by the final adjudication
of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Richmond, Commonwealth of
Virginia, on March , 1995.
UNITED DOMINION REALTY TRUST, INC.
By: /s/ John P. McCann
John P. McCann
President and Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March , 1995. Each of the undersigned officers and
directors of the registrant hereby constitutes John P. McCann and James Dolphin,
either of whom may act, his true and lawful attorneys-in- fact with full power
to sign for him and in his name in the capacities indicated below and to file
any and all amendments to the registration statement filed herewith, making
such changes in the registration statement as the registrant deems
appropriate, and generally to do all such things in his name and behalf in
his capacity as an officer and director to enable the registrant to comply
with the provisions of the Securities Act of 1933 and all requirements of the
Securities and Exchange Commission.
Signature and Capacity
/s/ John P. McCann
John P. McCann
President, Chief Executive Officer
(Principal Executive Officer) and Director
/s/ James Dolphin
James Dolphin
Senior Vice President, Chief Financial
Officer (Principal Financial and
Accounting Officer) and Director
/s/ Jeff C. Bane
Jeff C. Bane
Director
/s/ Robert P. Buford
Robert P. Buford
Director
/s/ Barry M. Kornblau
Barry M. Kornblau
Director
II-4
EXHIBIT 5
Hunton & Williams
RIVERFRONT PLAZA, EAST TOWER
951 EAST BYRD STREET
RICHMOND, VIRGINIA 23219-4074
FILE NO.: 27789.197
DIRECT DIAL: (804) 788-8267
March 23, 1995
Board of Directors
United Dominion Realty Trust, Inc.
10 South Sixth Street
Richmond, Virginia 23219
Registration Statement on Form S-8
100,000 Shares of Common Stock
Gentlemen:
We are acting as counsel for United Dominion Realty Trust, Inc.
(the "Company") in connection with the registration under the Securities
Act of 1933 of 100,000 shares of its Common Stock (the "Shares"). The
Shares are described in the Registration Statement on Form S-8 of the Company
(the "Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") on March 23, 1995. In connection with the
filing of the Registration Statement you have requested our opinion concerning
certain corporate matters.
We are of the opinion that when the Shares have been sold to
participants in the Company's Employees' Stock Purchase Plan referred to in
the Registration Statement as described therein, the Shares will be legally
issued, fully paid and nonassessable.
We consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and to the reference to us in the
Prospectus included therein.
Very truly yours,
HUNTON & WILLIAMS
EXHIBIT 23(i)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Employees' Stock Purchase Plan of United Dominion Realty
Trust, Inc. of our report dated March 3, 1994, with respect to the financial
statements of United Dominion Realty Trust, Inc. incorporated by reference in
its annual Report (Form 10-K) for the year ended December 31, 1993 and the
related financial statement schedules included therein, filed with the
Securities and Exchange Commission.
Ernst & Young LLP
Richmond, Virginia
March 20, 1995
EXHIBIT 23(ii)
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
United Dominion Realty Trust, Inc.:
We consent to the incorporation by reference of our reports (a) dated May
12, 1994, with respect to the statement of rental operations of The Shire
Apartments for the year ended December 31, 1993, filed with the Securities and
Exchange Commission on Form 8-K/A dated June 7, 1994, (b) dated May 13, 1994,
with respect to the statement of rental operations of Lakewood Place Apartments
for the year ended December 31, 1993, filed with the Securities and Exchange
Commission on Form 8-K/A dated June 7, 1994, (c) dated May 24, 1994, with
respect to the statement of rental operations of River Place Apartments for the
year ended December 31, 1993, filed with the Securities and Exchange Commission
on Form 8-K/A dated June 7, 1994, (d) dated May 24, 1994, with respect to the
statement of rental operations of Lakeside North Apartments for the year ended
December 31, 1993, filed with the Securities and Exchange Commission on Form
8-K/A dated June 7, 1994, (e) dated June 24, 1994, with respect to the statement
of rental operations of Walnut Creek Apartments for the year ended December 31,
1993, filed with the Securities and Exchange Commission on Form 8-K/A dated July
28, 1994, (f) dated September 20, 1994, with respect to the statement of rental
operations of Regatta Shores Apartments for the year ended December 31, 1993,
filed with the Securities and Exchange Commission on Form 8-K/A dated November
11, 1994, (g) dated September 27, 1994, with respect to the statement of rental
operations of Clear Run Apartments for the year ended December 31, 1993, filed
with the Securities and Exchange Commission on Form 8-K/A dated November 11,
1994, (h) dated September 27, 1994, with respect to the statement of rental
operations of Griffin Crossings Apartments for the year ended December 31, 1993,
filed with the Securities and Exchange Commission on Form 8-K/A dated November
11, 1994, (i) dated September 29,1994, with respect to the statement of rental
operations of Hampton Greene Apartments for the year ended December 31, 1993,
filed with the Securities and Exchange Commission on Form 8-K/A dated November
11, 1994, (j) dated November 2, 1994, with respect to the statement of rental
operations of Santa Barbara Apartments for the year ended December 31, 1993,
filed with the Securities and Exchange Commission on Form 8-K/A dated November
11, 1994, (k) dated November 10, 1994, with respect to the statement of rental
operations of Copperfield Apartments for the year ended December 31, 1993, filed
with the Securities and Exchange Commission on Form 8-K/A dated December 29,
1994, (l) dated December 2, 1994, with respect to the statement of rental
operations of Mediterranean Village Apartments for the year ended December 31,
1993, filed with the Securities and Exchange Commission on Form 8-K/A dated
December 29, 1994, (m) dated December 9, 1994, with respect to the statement of
rental operations of Covington0 Crossing Apartments for the year ended December
31, 1993, filed with the Securities and Exchange Commission on Form 8-K/A dated
December 29, 1994, (n) dated December 9, 1994, with respect to the statement of
rental operations of Hunters Trace Apartments for the year ended December 31,
1993, filed with the Securities and Exchange Commission on Form 8-K/A dated
December 29, 1994, (o) dated December 9, 1994, with respect to the statement of
rental operations of Briar Club Apartments for the year ended December 31, 1993,
filed with the Securities and Exchange Commission on Form 8-K/A dated December
29, 1994, in the Form S-8 registration statement and related prospectus of
United Dominion Realty Trust, Inc., for the registration of 100,000 shares of
its common stock which may be sold pursuant to its Employees' Stock Purchase
Plan.
/s/ L. P. Martin & Company, P.C.
L. P. Martin & Company, P.C.
Certified Public Accountants
March 20, 1995
EXHIBIT 23 (iii)
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
United Dominion Realty Trust, Inc.
Richmond, Virginia
We hereby consent to the incorporation by reference of our report dated February
4, 1994, relating to the combined Historical Summary of Gross Income and Direct
Operating Expenses of Holly Tree Park Apartments, Knolls at Newgate and Mallard
Green Apartments for the year ended December 31, 1993, appearing in the May 26,
1994 Form 8K filed by United Realty Trust, Inc. and in the registration
statement (Form S-8) and related prospectus of United Dominion Realty Trust,
Inc., for the registration of 100,000 shares of its common stock which may be
sold pursuant to its Employees' Stock Purchase Plan.
BDO SEIDMAN
Philadelphia, Pennsylvania
March 16, 1995
EXHIBIT 23(iv)
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
United Dominion Realty Trust, Inc.
We consent to the incorporation by reference of our report dated May 19,
1994 with respect to the Statement of Rental Operations of the Clover Financial
Partnership Properties for the year ended December 31, 1993, appearing in the
May 26, 1994 Form 8-K filed by United Dominion Realty Trust, Inc., in the Form
S-8 registration statement and related prospectus of United Dominion Realty
Trust, Inc., for the registration of 100,000 shares of its common stock which
may be sold pursuant to its Employees' Stock Purchase Plan.
ALLOY, SILVERSTEIN, SHAPIRO, ADAMS, MULFORD & CO.
Certified Public Accountants
Cherry Hill, New Jersey
March 17, 1995
EXHIBIT 23(v)
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
United Dominion Realty Trust, Inc.
We consent to the incorporation by reference of our report dated August 18,
1994 with respect to the Statement of Rental Operations of Alexander Glen
Apartments for the year ended December 31, 1993, appearing in the September 1,
1994 Form 8-K filed by United Dominion Realty Trust, Inc., in the Form S-8
registration statement and related prospectus of United Dominion Realty Trust,
Inc., for the registration of 100,000 shares of its common stock which may be
sold pursuant to its Employees' Stock Purchase Plan.
ALLOY, SILVERSTEIN, SHAPIRO, ADAMS, MULFORD & CO.
Certified Public Accountants
Cherry Hill, New Jersey
March 17, 1995
