AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 30, 1996
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
UNITED DOMINION REALTY TRUST, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
VIRGINIA 54-0857512
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
</TABLE>
10 SOUTH 6TH STREET, SUITE 203
RICHMOND, VIRGINIA 23219-3802
(804) 780-2691
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
KATHERYN E. SURFACE
VICE PRESIDENT AND GENERAL COUNSEL
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, ESQ.
HUNTON & WILLIAMS
951 EAST BYRD STREET
RICHMOND, VIRGINIA 23219-4074
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME
TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
If this form is a post-effective amendment filed pursuant to Rule 462(b)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
CALCULATION OF REGISTRATION FEE
[CAPTION]
<TABLE>
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE AMOUNT OFFERING PRICE PER PROPOSED MAXIMUM
SECURITIES TO BE REGISTERED TO BE REGISTERED UNIT(1) AGGREGATE OFFERING PRICE
<S> <C> <C> <C>
Common Stock, $1 par value... 3,000,000 shares $13.8125 $41,437,500
<CAPTION>
TITLE OF EACH CLASS OF AMOUNT OF
SECURITIES TO BE REGISTERED REGISTRATION FEE(2)
<S> <C>
Common Stock, $1 par value... $12,557
</TABLE>
(1) Determined pursuant to Rule 457(c).
(2) Pursuant to Rule 429, 319,582 shares of Common Stock are being carried
forward from registration statement No. 33-32930. The amount of the
registration fee associated with such shares that was previously paid with
registration statement No. 33-32930 is $697.
THE PROSPECTUS INCLUDED IN THIS REGISTRATION STATEMENT IS A COMBINED
PROSPECTUS RELATING ALSO TO REGISTRATION STATEMENT NO. 33-32930. THIS
REGISTRATION STATEMENT ALSO CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 3 TO
REGISTRATION STATEMENT NO. 33-32930 AND SUCH POST-EFFECTIVE AMENDMENT SHALL
BECOME EFFECTIVE CONCURRENTLY WITH THIS REGISTRATION STATEMENT IN ACCORDANCE
WITH RULES 462 AND 464. THIS REGISTRATION STATEMENT AND THE REGISTRATION
STATEMENT AMENDED HEREBY ARE COLLECTIVELY REFERRED TO HEREIN AS THE
"REGISTRATION STATEMENT."
<PAGE>
[UNITED DOMINION REALTY TRUST LOGO]
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
PROSPECTUS DATED OCTOBER 30, 1996
<PAGE>
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 "Company") 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 4,000,000 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 Company 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 date of this Prospectus is October 30, l996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange 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
Company 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. The Commission maintains a Web site
that contains reports, proxy and information statements and other information
regarding the Company and other registrants that have been filed electronically
with the Commission. The address of such site is http://www.sec.gov.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents (File No. 1-10524) filed by the Company with the
Commission under the Exchange Act are hereby incorporated by reference in this
Prospectus: (i) the Company's annual report on Form 10-K for the year ended
December 31, 1995 filed on March 29, 1996, including the Company's Form 10-K/A
No. 1 to Form 10-K for the year ended December 31, 1995 filed on April 12, 1996,
the Company's Form 10-K/A No. 2 to Form 10-K for the year ended December 31,
1995 filed on May 20, 1996 and the Company's Form 10-K/A No. 3 to Form 10-K for
the year ended December 31, 1995 filed on May 20, 1996; (ii) the Company's
quarterly report on Form
10-Q for the quarter ended March 31, 1996 filed on May 15, 1996; (iii) the
Company's quarterly report on Form 10-Q for the quarter ended June 30, 1996
filed on August 14, 1996; (iv) the Company's Current Report on Form 8-K dated
April 11, 1995, including the Company's Form 8-K/A No. 1 to Form 8-K dated April
11, 1995 filed on April 12, 1996, Form 8-K/A No. 2 to Form 8-K dated April 11,
1995 filed on
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April 19, 1996 and Form 8-K/A No. 3 to Form 8-K dated April 11, 1995 filed on
May 20, 1996; (v) the Company's Current Report on Form 8-K dated June 30, 1995
filed on June 30, 1995, including the Company's Form 8-K/A No. 1 to Form 8-K
dated June 30, 1995 filed on January 31, 1996; (vi) the Company's Current Report
on Form 8-K dated December 28, 1995 filed on January 11, 1996, including the
Company's Form 8-K/A No. 1 to Form 8-K dated December 28, 1995 filed on March
11, 1996, Form
8-K/A No. 2 to Form 8-K dated December 28, 1995 filed on April 19, 1996, and
Form 8-K/A No. 3 to Form 8-K dated December 28, 1995 filed on May 20, 1996;
(vii) the Company's Current Report on Form 8-K dated January 31, 1996 filed on
January 31, 1996; (viii) the Company's Current Report on Form 8-K dated April
12, 1996 filed on April 12, 1996; (ix) the Company's Current Report on Form 8-K
dated August 15, 1996 filed on August 30, 1996; (x) the Company's Current Report
on Form 8-K dated October 1, 1996 filed on October 4, 1996; and (xi) the
description of the Common Stock contained in the Company's registration
statement on Form 8-A dated April 19, 1990, filed under the Exchange Act,
including any amendment or reports filed for the purpose of updating such
description. All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering
of Common Stock pursuant to the Plan shall be deemed to be incorporated by
reference herein.
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 or fax your request to United Dominion Realty
Trust, Inc., 10 South Sixth Street, Suite 203, Richmond, Virginia 23219-3802,
Attention: Investor Relations, fax number (804) 788-4607, or call (804)
780-2691.
THE COMPANY
The Company, 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 Company is operated in a manner
intended to enable it to qualify as a real estate investment trust (a "REIT")
under the Internal Revenue Code of 1986, as amended (the "Code").
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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 Company. Such shares
will be previously unissued shares and will provide the Company 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 appropriate arrangements with your broker or nominee.
The Company may refuse participation in the Plan to shareholders residing in
jurisdictions 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 Company.
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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
Company. 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.
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 Company, 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 Company. 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
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<PAGE>
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 Company
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 Company'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 $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 Company with the enrollment card. After you are
enrolled, please use the form provided with your account statement when you make
cash purchases.
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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. 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 Company, 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.
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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
Company, 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
date your account is terminated. Brokerage commissions on sales will not be paid
by the Company, 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 Company.
If the Company 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).
If a participant moves his or her residence to a jurisdiction where shares
offered pursuant to the Plan are neither registered nor exempt from registration
under applicable securities laws, the Company may deem the participant to have
terminated participation in the Plan.
SUSPENSION, AMENDMENT AND TERMINATION OF PLAN
The Board of Directors of the Company may suspend the Plan without prior
notice to participants at
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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 Company. Such determination may be based on any
factor or factors deemed appropriate by the Board, including but not limited to
inability of the Company to invest the proceeds of sale of Plan shares at a rate
of return exceeding the cost to the Company 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 Company 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 Company as a REIT 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 Company.
STOCK DIVIDENDS, STOCK SPLITS AND RIGHTS OFFERINGS
Any stock dividends or splits distributed by the Company in respect of
shares held in the Plan for you will be credited to your Plan account. If the
Company 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.
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RESPONSIBILITY OF THE PLAN ADMINISTRATOR AND THE COMPANY 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 COMPANY 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 Company reserves the right, without notice to participants, to interpret
and regulate the Plan as it 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
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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 share), 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 on the Investment Date (the "Tax FMV"
multiplied by the number of shares of Common Stock (including any fractional
share) purchased. 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.
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 if the Tax FMV of such shares exceeds the purchase price of such
shares taking into account the discount (the "Discount Price"). The amount of
the distribution will equal the excess of the Tax FMV over the Discount Price.
Thus, for example, if you make a $97 optional cash payment to purchase shares of
Common Stock having a Tax FMV of $100, you will be treated as having received a
$3 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 in a share acquired with an optional cash payment will
be the greater of such share's Tax FMV or its Discount Price. The holding period
for shares acquired with optional cash payments under the Plan will begin the
day after the
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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 COMPANY
Directors and officers of the Company 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 Company'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 the Company'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 (the "Securities Act") may be permitted to directors, officers, or
controlling persons of the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public
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policy as expressed in the Securities 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 Company 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.
EXPERTS
The consolidated financial statements of the Company included in its annual
report on Form 10-K for the year ended December 31, 1995 have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such consolidated
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 Company'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. The statements of
rental operations of Hunters Ridge at Walden Lake Apartments, Marble Hill
Apartments, Mallards of Wedgewood Apartments and Andover Place Apartments,
included in the Company's current report on Form
8-K, dated December 28, 1995, incorporated by reference herein, have been
incorporated herein in reliance upon the reports respectively dated November 21,
December 5, December 6 and December 7, 1995, of L.P. Martin & Company, P.C.,
independent auditors, also incorporated by reference herein, and
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upon the authority of such firm as experts in accounting and auditing. The
combined statement of rental operations of the Properties, included in the
Company's Current Report on Form 8-K, dated August 15, 1996, incorporated by
reference herein, has been incorporated herein in reliance upon the report dated
May 16, 1996, of Dixon, Odom & Co., L.L.P., independent public accountants, also
incorporated by reference herein, and upon the authority of such firm as experts
in accounting and auditing.
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: Investor Relations, fax number (804) 788-4607,
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 COMPANY 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 COMPANY. 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.
14
<PAGE>
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.
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN ENROLLMENT CARD
I hereby appoint Chemical Mellon Shareholder Services, L.L.C. (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 Company'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: Return this card only if you wish to
participate in the Plan.
<TABLE>
<S> <C>
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.
Partial dividend reinvestment on shares of
Common Stock only. ----------------------------------------------------------
Signature(s)
Partial dividend reinvestment on shares of
Preferred Stock only. -----------------------------------------------------------
Signature(s)
Optional cash investment (enclosed): $
(Must be at least $50 and not more than $25,000.)
-----------------------------------------------------------
Date Social Security or Tax Identification Number
</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 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses in connection with the offering are as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee........................................ $12,557
Accounting fees and expenses............................................................... 5,000
Legal fees and expenses.................................................................... 10,000
Printing expenses.......................................................................... 25,000
Miscellaneous.............................................................................. 443
Total................................................................................. $53,000
</TABLE>
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Directors and officers of the Company 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 Company'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 Company, the
Board of Directors may cause the Company to indemnify to the same extent allowed
for directors and officers of the Company 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
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise.
ITEM 16. EXHIBITS
<TABLE>
<S> <C>
4 (i)(a) Specimen Common Stock certificate (filed as Exhibit 4 (i) to the Company's Annual Report on Form 10-K for
the year ended December 31, 1993 (File No. 1-10524), and incorporated by reference herein)
4 (i)(b) Restated Articles of Incorporation (filed as Exhibit 4(i)(c) to the Company's Form S-3 Registration
Statement (Registration No. 33-64275) filed with the Commission on November 15, 1995, and incorporated by
reference herein)
4 (i)(c) Bylaws (filed as Exhibit 4(c) to the Company's Form S-3 Registration Statement (Registration No. 33-44743)
filed with the Commission on December 31, 1991, and incorporated by reference herein)
4 (i)(d) Amendment to Bylaws (filed as Exhibit 3(b) (ii) to the Company's Annual Report on Form 10-K for the year
ended December 31, 1995 (File No. 1-10524), and incorporated by reference herein)
4 (i)(e) Loan Agreement dated as of November 7, 1991, between the Company and Aid Association for Lutherans (filed
as Exhibit 6(c)(1) to the Company's Form 8-A Registration Statement dated April 19, 1990 (File No.
1-10524), and incorporated by reference herein)
4 (i)(f) Note Purchase Agreement dated as of January 15, 1993, between the Company 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 Company's Form 8-A
Registration Statement dated April 19, 1990 (File No. 1-10524), and incorporated by reference herein)
4 (i)(g) Credit Agreement dated as of December 15, 1994, between the Company and First Union National Bank of
Virginia (filed as Exhibit 6(c)(6) to the Company's Form 8-A Registration Statement dated April 19, 1990
(File No. 1-10524), and incorporated by reference herein)
5 Opinion of Hunton & Williams
23 (a) Consent of Ernst & Young LLP
23 (b) Consent of L. P. Martin & Company, P.C.
23 (c) Consent of Dixon, Odom & Co., L.L.P.
23 (d) Consent of Hunton & Williams (included in Exhibit 5)
24 Power of Attorney (located on the signature page of this Registration Statement)
</TABLE>
II-1
<PAGE>
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
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 to 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 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 that 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 Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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.
II-2
<PAGE>
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 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 the 30th day of
October, 1996.
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 October 30, 1996. 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.
<TABLE>
<CAPTION>
SIGNATURE
<S> <C>
/s/ JOHN P. MCCANN
----------------------
JOHN P. MCCANN
/s/ JAMES DOLPHIN
----------------------
JAMES DOLPHIN
/s/ JEFF C. BANE
----------------------
JEFF C. BANE
/s/ R. TOMS DALTON, JR.
----------------------
R. TOMS DALTON, JR.
/s/ BARRY M. KORNBLAU
----------------------
BARRY M. KORNBLAU
/s/ JOHN C. LANFORD
----------------------
JOHN C. LANFORD
/s/ H. FRANKLIN MINOR
----------------------
H. FRANKLIN MINOR
/s/ LYNNE B. SAGALYN
----------------------
LYNNE B. SAGALYN
/s/ C. HARMON WILLIAMS, JR.
----------------------
C. HARMON WILLIAMS, JR.
</TABLE>
II-3
<PAGE>
EXHBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
<S> <C> <C>
4(i)(a) Specimen Common Stock certificate (filed as Exhibit 4 (i) to the Company's Annual Report on Form
10-K for the year ended December 31, 1993 (File No. 1-10524), and incorporated by reference
herein)
4(i)(b) Restated Articles of Incorporation (filed as Exhibit 4(i)(c) to the Company's Form S-3 Registration
Statement (Registration No. 33-64275) filed with the Commission on November 15, 1995, and
incorporated by reference herein)
4(i)(c) Bylaws (filed as Exhibit 4(c) to the Company's Form S-3 Registration Statement (Registration No.
33-44743) filed with the Commission on December 31, 1991, and incorporated by reference herein)
4(i)(d) Amendment to Bylaws (filed as Exhibit 3(b) (ii) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1995 (File No. 1-10524), and incorporated by reference herein)
4(i)(e) Loan Agreement dated as of November 7, 1991, between the Company and Aid Association for Lutherans
(filed as Exhibit 6(c)(1) to the Company's Form 8-A Registration Statement dated April 19, 1990
(File No. 1-10524), and incorporated by reference herein)
4(i)(f) Note Purchase Agreement dated as of January 15, 1993, between the Company 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 Company's Form 8-A Registration Statement dated April 19, 1990 (File No. 1-10524),
and incorporated by reference herein)
4(i)(g) Credit Agreement dated as of December 15, 1994, between the Company and First Union National Bank of
Virginia (filed as Exhibit 6(c)(6) to the Company's Form 8-A Registration Statement dated April
19, 1990 (File No. 1-10524), and incorporated by reference herein)
5 Opinion of Hunton & Williams
23(a) Consent of Ernst & Young LLP
23(b) Consent of L. P. Martin & Company, P.C.
23(c) Consent of Dixon, Odom & Co., L.L.P.
23(d) Consent of Hunton & Williams (included in Exhibit 5)
24 Power of Attorney (located on the signature page of this Registration Statement)
</TABLE>
Hunton & Williams
RIVERFRONT PLAZA, EAST TOWER
951 EAST BYRD STREET
RICHMOND, VIRGINIA 23219-4074
FILE NO.: 27789.92
DIRECT DIAL: (804) 788-8267
October 30, 1996
Board of Directors
United Dominion Realty Trust, Inc.
10 South Sixth Street
Richmond, Virginia 23219
Registration Statement on Form S-3
3,000,000 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 3,000,000 shares of Common Stock, $1 par value, of the Company (the
"Shares"). The Shares are described in the Registration Statement on Form S-3 of
the Company (the "Registration Statement") to be filed with the Securities and
Exchange Commission (the "Commission") on October 30, 1996. In connection with
the filing of the Registration Statement you have requested our opinion
concerning certain corporate matters.
We are of the opinion that:
1. The Company is a corporation duly organized and validly existing
under the laws of the Commonwealth of Virginia.
2. When the Shares have been issued and sold pursuant to the Dividend
reinvestment and Stock Purchase Plan described in the Registration Statement,
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.
Very truly yours,
HUNTON & WILLIAMS
EXHIBIT 23(A)
CONSENT OF ERNST & YOUNG, LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of United Dominion
Realty Trust, Inc. for the registration of 3,000,000 shares of its common stock
and to the incorporation by reference therein of our report dated January 25,
1996, with respect to the consolidated financial statements and schedule of
United Dominion Realty Trust, Inc. included in its Annual Report (Form 10-K) for
the year ended December 31, 1995, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Richmond, Virginia
October 29, 1996
EXHIBIT 23(B)
CONSENT OF L.P. MARTIN & COMPANY, P.C. INDEPENDENT AUDITORS
We consent to the reference of our firm under the caption "Experts" in the
Prospectus of United Dominion Realty Trust, Inc. that is made a part of the
Registration Statement (Form S-3) for the registration of 3,000,000 shares of
its Common Stock and to the incorporation by reference therein of (a) our
reports dated May 24, 1995 with respect to 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
United Dominion Realty Trust's Current Report on form 8-K dated June 30, 1995
for the year ended December 31, 1994, filed with the Securities and Exchange
Commission and (b) our report dated November 21, 1995, with respect to the
statement of rental operations of Hunters Ridge at Walden Lake Apartments, our
report dated December 5, 1995 with respect to the statement of rental operations
of Marble Hill Apartments, our report dated December 6, 1995, with respect to
the statement of rental operations of Mallards of Wedgewood Apartments, and our
report dated December 7, 1995, with respect to the statement of rental
operations of Andover Place Apartments, included in United Dominion Realty
Trust's Current Report on Form 8-K dated December 28, 1995 for the year ended
December 31, 1994, filed with the Securities and Exchange Commission.
/s/ L.P. Martin & Company, P.C.
L.P. Martin & Company, P.C.
Certified Public Accountants
Richmond, Virginia
October 28, 1996
EXHIBIT 23(C)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" in the
Prospectus of United Dominion Realty Trust, Inc., that is made a part of the
Registration Statement (Form S-3) for the registration of 3,000,000 shares of
its Common Stock and to the incorporation by reference therein of our report
dated May 16, 1996, with respect to the combined statement of rental operations
of the Properties included in its Current Report on Form 8-K dated August 15,
1996, filed with the Securities and Exchange Commission.
/s/ Dixon, Odom & Co., L.L.P.
Dixon, Odom, & Co., L.L.P.
Greensboro, North Carolina
October 28, 1996
