SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
United Dominion Realty Trust, Inc.
(Exact name of registrant as specified in its charter)
Virginia 54-0857512
(State of incorporation or organization) (IRS employer
identification no.)
10 South Sixth Street, Suite 203, Richmond Virginia 23219-3802
(Address of principal executive offices) (Zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock, $1 par value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
(Title of class)
This is an amendment of the registrant's Form 8-A registration
statement dated April, 1990, relating to its Common Stock, $1 par
value.
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Item 1.Description of Registrant's Securities to be Registered.
General
The Trust has authority to issue 100,000,000 shares of Common Stock.
Holders of Common Stock are entitled to receive dividends when and as declared
by the Board of Directors. Holders of Common Stock have one vote per share and
non-cumulative voting rights, which means that holders of more than 50% of the
shares voting can elect all of the directors if they choose to do so, and, in
such event, the holders of the remaining shares will not be able to elect any
directors. In the event of any voluntary or involuntary liquidation or
dissolution of the Trust, holders of Common Stock are entitled to share ratably
in the distributable assets of the Trust. Holders of Common Stock do not have
preemptive rights.
Covenants in its loan agreements with certain lenders effectively
prohibit the Trust from declaring or paying dividends if, after giving effect
thereto (i) a default or "Event of Default under the particular agreement shall
have occurred and be continuing, (ii) the Trust would be prohibited from
incurring debt under other covenants in such agreement, and (iii):
(a) in the case of the loan agreement with one insurance company
lender, such dividends and other "Restricted Payments" (as defined in such
agreement) after July 1, 1991, would exceed the sum of $10,000,000, plus 100% of
"Cash Flow" (as so defined) from and after July 1, 1991, to and including the
last day of the fiscal quarter immediately preceding payment of such dividends,
plus the net cash proceeds received by the Trust from the sale of capital stock
after July 1, 1991;
(b) in the case of the loan agreement with another insurance company
lender, such dividends and other "Restricted Payments" (as defined in such
agreement) after October 1, 1991, would exceed the sum of $10,000,000 plus 100%
of "Cash Flow" (as so defined) from and after October 1, 1991, to and including
the last day of the fiscal quarter immediately preceding payment of such
dividends, plus the net cash proceeds received by the Trust from the sale of
capital stock after March 4, 1992;
(c) in the case of the loan agreement with a group of insurance company
lenders, such dividends and other "Restricted Payments" (as defined in such
agreement) declared during the same fiscal year as such dividends would exceed
the sum of (A) "Cash Flow" (as so defined) from the beginning of such fiscal
year to and including the last day of the completed fiscal quarter immediately
preceding the date of payment of such dividends, and (B) the net cash proceeds
received by the Trust from the issuance or sale of capital stock after February
24, 1993, plus $20,000,000, minus the total of the amounts, if any, by which
"Restricted Payments" declared during each fiscal year subsequent to December
31, 1992, exceed "Cash Flow" for such fiscal year; and
(d) in the case of the loan agreements with its bank lenders, such
dividends and other "Restricted Payments" (as defined in such agreement) after
July 1, 1991, would exceed the sum of $10,000,000, plus 100% of "Consolidated
Cash Flow" (as so defined) from and after July 1, 1991, to and including the
last day of the fiscal quarter immediately preceding payment of such dividends,
plus the net cash proceeds received by the Trust from the sale of capital stock
after July 1, 1991.
Notwithstanding such covenants, the Trust may pay dividends required to
maintain its qualification as a real estate investment trust ("REIT") under the
Internal Revenue Code of 1986, as amended (the "Code").
Preferred Stock
The Trust is authorized to issue 25,000,000 shares of Preferred Stock,
which is issuable without the vote of holders of Common Stock, for any corporate
purpose and for whatever consideration the Board of Directors deems appropriate,
in one or more series having varying voting rights, redemption and conversion
features, distribution (including liquidating distribution) rights and
preferences, and other rights, including rights of approval of specified
transactions, as may be determined by the Board of Directors in fixing series
characteristics. A series of Preferred Stock could be given more than one vote
per share and a series having preferential distribution rights could limit
Common Stock distributions and reduce the amount holders of Common Stock would
otherwise receive on dissolution of the Trust.
The Board of Directors has designated 4,600,000 shares of Preferred
Stock as the "9 1/4% Series A Cumulative Redeemable Preferred Stock" (the
"Series A Preferred"). At September 18, 1995, there were 4,200,000 shares of
Series A Preferred outstanding. The Board of Directors may redesignate any
unissued shares of Series A Preferred as all or a part of a different series of
Preferred Stock.
Holders of shares of Series A Preferred are entitled to cumulative
preferential cash dividends at the rate of 9 1/4% of the liquidation preference
per annum (equivalent to $2.3125 per share). In the event of any liquidation,
dissolution or winding up of the Trust, the holders of shares of Series A
Preferred are entitled to be paid out of the assets of the Trust legally
available for distribution to its stockholders a liquidation preference of
$25.00 per share, plus accrued and unpaid dividends to the date of payment,
before any distribution of assets is made to holders of Common Stock. The
Series A Preferred is not redeemable prior to April 24, 2000. On and after April
24, 2000, the Trust, at its option, may redeem shares of the Series A Preferred,
in whole or in part, at any time or from time to time, for cash at a redemption
price of $25.00 per share, plus accrued dividends. The Series A Preferred has no
stated maturity and is not subject to any sinking fund or mandatory redemption
(except as described below under "Redemption and Restrictions on Transfer").
Affiliated Transactions
The Virginia Stock Corporation Act contains provisions governing
"Affiliated Transactions" designed to deter uninvited takeovers of Virginia
corporations. These provisions, with several exceptions discussed below,
require approval of material acquisition transactions between a Virginia
corporation and any holder of more than 10% of any class of its outstanding
voting shares (an "Interested Shareholder") by the holders of at least two-
thirds of the remaining voting shares. For three years following the time that
the Interested Shareholder becomes an owner of 10% of the outstanding voting
shares, Virginia corporations cannot engage in an Affiliated Transaction with
such Interested Shareholder without approval of two-thirds of the voting shares
other than those shares beneficially owned by the Interested Shareholder, and
majority approval of the "Disinterested Directors." At the expiration of the
three year period, the statute requires approval of Affiliated Transactions by
two-thirds of the voting shares other than those beneficially owned by the
Interested Shareholder absent an exception. The principal exceptions to the
special voting requirement apply to transactions proposed after the three year
period has expired and require either that the transaction be approved by a
majority of the corporation's Disinterested Directors or that the transaction
satisfy the fair-price requirements of the law.
The Virginia Stock Corporation Act also provides that shares acquired
in a transaction that would cause the acquiring person's voting strength to
cross any of three thresholds (20%, 33 1/3%, or 50%) have no voting rights
unless granted by a majority vote of shares not owned by the acquiring person or
any officer or employee-director of the Trust. An acquiring person may require
the Trust to hold a special meeting of shareholders to consider the matter
within 50 days of its request.
Redemption and Restrictions on Transfer
In order to preserve the Trust's status as a REIT under the Code, the
Trust can redeem or stop the transfer of its shares. The Trust's Articles of
Incorporation provide that the Trust is organized to qualify as a REIT. Because
the Code provides that the concentration of more than 50% in value of the direct
or indirect ownership of its shares in five or fewer individual shareholders
during the last six months of any year would result in the disqualification of
the Trust as a REIT, the Articles of Incorporation provide that the Trust shall
have the power (i) to redeem that number of concentrated shares sufficient in
the opinion of the Board of Directors of the Trust to maintain or bring the
direct or indirect ownership of shares into conformity with the requirements of
the Code, and (ii) to stop the transfer of shares to any person whose
acquisition thereof would, in the opinion of the Trust's Board of Directors,
result in such disqualification. The per share redemption price of any shares
redeemed by the Trust pursuant to this provision shall be the last reported sale
price for the shares as of the business day preceding the day on which notice of
redemption is given. The Board of Directors of the Trust can require
shareholders to disclose in writing to the Trust such information with respect
to ownership of its shares as it deems necessary to comply with the REIT
provisions of the Code.
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Item 2.Exhibits.
The following additional exhibit is filed herewith and with the copy
hereof filed with the New York Stock Exchange:
6(a)(3) Amendment of Articles of Incorporation (filed as
Exhibit 1(c) to the Trust's Form 8-A Registration
Statement dated April 24, 1995, and incorporated
herein by reference.
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)
By s/James Dolphin
James Dolphin
Senior Vice President and Chief
Financial Officer
Dated: September 18, 1995
