As filed with the Securities and Exchange Commission on August 30, 1996
Registration No. 33-
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)
Virginia 54-0857512
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
10 S. 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)
JOHN P. McCANN
President and Chief Executive Officer
United Dominion Realty Trust, Inc.
10 S. 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)
Copies to:
JAMES W. FEATHERSTONE, III
RANDALL S. PARKS
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
(804) 788-8267
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 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. [X]
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 statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) 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
<TABLE>
<CAPTION>
Title of Each Class of Amount to Proposed Maximum Offering Proposed Maximum Aggregate
Securities to be Registered be Registered Price Per Unit (1) Offering Price (1) Amount of Registration Fee
<S> <C>
Common Stock,
$1.00 par value 1,679,840 shares $13.5625 $22,782,830 $7,856.15
</TABLE>
(1) Determined pursuant to Rule 457(c).
____________
The registrant hereby amends this registration statement on such date or
dates as may benecessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until the registration statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
<PAGE>
PROSPECTUS
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1,679,840 Shares
United Dominion Realty Trust, Inc.
Common Stock
This Prospectus relates to 1,679,840 shares (the "Shares") of Common Stock,
$1.00 par value (the "Common Stock"), of United Dominion Realty Trust, Inc. (the
"Company"), which may be offered by certain shareholders of the Company (the
"Selling Shareholders") from time to time, in transactions on the New York Stock
Exchange ("NYSE") or in privately negotiated transactions, including
transactions with exchange funds, through the writing of options on the Shares
or a combination of such methods of sale, at fixed prices which may be changed,
at market prices prevailing at the time of sale, at prices related to such
prevailing market prices, or at negotiated prices. The Shares may be sold
directly by the Selling Shareholders or by their pledgees, donees, transferees
or other successors in interest. Alternatively, the Shares may be offered to or
through underwriters, brokers or dealers who may act solely as agents or who may
acquire Shares as principals. The distribution of the Shares may be effected in
one or more transactions that may take place on the New York Stock Exchange
("NYSE"), including block trades or ordinary broker's transactions, or through
privately negotiated transactions or sales to one or more brokers or dealers for
resale of such securities as principals, at market prices prevailing at the time
of sale, or otherwise at prices related to such prevailing market prices or at
negotiated prices. Usual and customary or specifically negotiated brokerage
fees, underwriting discounts or commissions may be paid by the Selling
Shareholders in connection with such sales. In connection with such sales, the
Selling Shareholders and any participating underwriters, brokers, dealers or
agents may be deemed "underwriters" as such term is defined in the Securities
Act of 1933, as amended (the "Securities Act") and the commissions paid or
discounts allowed to any of such underwriters, brokers, dealers or agents, in
addition to any profits received on resale of the Shares if any such
underwriters, brokers, dealers or agents should purchase any Shares as a
principal, may be deemed to be underwriting discounts or commissions under the
Securities Act.
None of the proceeds from the sale of the Shares by the Selling
Shareholders will be received by the Company. See "Use of Proceeds."
The Company has agreed to bear all expenses (other than commissions or
discounts of underwriters, dealers or agents, brokers' fees, state and local
transfer taxes, and fees and expenses of counsel or other advisors to the
Selling Shareholders) in connection with the registration of the Shares being
offered by the Selling Shareholders, estimated to be $ 35,000. See "Plan of
Distribution" herein for a description of indemnification arrangements between
the Company and the Selling Shareholders.
The Common Stock is listed on the NYSE under the symbol "UDR." On
August 29, 1996, the last reported sale price of the Common Stock on the NYSE
was $13 5/8 per share.
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT
PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES 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 September , 1996.
<PAGE>
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company with the Commission 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 Office at Suite 1400, 500 West Madison Street, Chicago, Illinois
60661 and Suite 1300, 7 World Trade Center, New York, New York 10048, and can
also be inspected and copied at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York 10005. Copies of such material can be obtained
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, upon payment of the prescribed fees. 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.
This Prospectus is part of a registration statement on Form S-3 (together
with all amendments and exhibits, the "Registration Statement") filed by the
Company with the Commission under the Securities Act of 1933, as amended (the
"Securities Act"). This Prospectus does not contain all the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules of the Commission. For further information, reference
is made to the Registration Statement.
INCORPORATION OF CERTAIN 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
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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 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
August 30, 1996; and (x) 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 the Shares shall be deemed to be incorporated by reference
herein.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein,
or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide on request and without charge to each person to
whom this Prospectus is delivered a copy (without exhibits) of any or all
documents incorporated by reference into this Prospectus. Requests for such
copies should be directed to United Dominion Realty Trust, Inc., 10 South 6th
Street, Richmond, Virginia 23219-3802, Attention: Chief Financial Officer
(telephone 804/780-2691).
THE COMPANY
The Company, founded in 1972, is a self-administered equity real estate
investment trust that owns and operates apartments in the Mid-Atlantic and
Southeast from Delaware to Florida and west to Tennessee. The Company is a
fully integrated real estate company with acquisition, development and asset
property management capabilities. The Company acquires, improves,
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operates, manages and selectively sells properties with the primary goal of
maximizing its funds from operations, while increasing the value of its real
estate through capital improvements and intensive management.
The Company's 172 properties include 165 apartment communities containing
40,853 apartment units, three neighborhood shopping centers and four other
commercial properties. The Company also owns two parcels of undeveloped land
for future development. Most of the Company's properties are located in the
Southeast. Management believes that the Company has benefitted from the
population and job growth within the region and that this region will continue
to provide attractive demographic and economic patterns conducive to real estate
investment in the 1990's.
In 1995, the Company organized United Dominion Realty, L.P. (the
"Partnership") to assist the Company in competing for acquisition of properties
that meet the Company's investment strategies from seller partnerships some or
all of whose partners may wish to defer taxation of gain realized on sale
through an exchange of partnership interests. The Company has acquired four
apartment communities and land to develop an additional apartment community
using the Partnership and transferred seven of its Tennessee properties into the
Partnership. As of July 30, 1996, the Partnership was 98% owned by the Company
and one of its subsidiaries.
The Company's investment policy has been to acquire two types of
apartments: newer properties that can be acquired at discounts from replacement
cost and older or under-performing properties that can be upgraded and
repositioned by capital improvements and intensive property management.
Beginning in 1991, the Company embarked on a major expansion of its apartment
portfolio involving (i) the acquisition of apartment properties having high
occupancy levels and not requiring substantial renovation and (ii) entry into
new markets. The properties have been acquired generally at significant
discounts from replacement cost and at attractive current yields. Since the
beginning of 1991, net of resales, the Company has acquired 128 apartment
properties containing 32,192 units at a total initial cost, including closing
costs, of approximately $1.125 billion.
Although no formal plans which would commit the Company for divestiture
have been made, the Company hopes to substantially liquidate its commercial
properties over time as suitable opportunities arise. At the end of October,
1995, the Company executed a letter of intent to sell five of the seven shopping
centers then owned by it in a bulk sale at an aggregate purchase price of $28.4
million. During the first quarter of 1996, the contract for the five shopping
centers was terminated. Since January 1, 1996, of the five shopping centers
included in the terminated bulk sale contract, three were sold in separate and
unrelated transactions at an
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aggregate sale price of $15.4 million and one is currently under contract for
sale. In addition, the Company sold a Myrtle Beach, South Carolina shopping
center for $5.9 million. The three remaining shopping centers included in the
Company's portfolio currently are not under letter of intent or contract for
sale.
The Company has paid continuous quarterly distributions to its common
shareholders since 1973 and has increased its distributions each year during the
past 20 years. The current indicated annual Common Stock distribution is $.96
per share. In past years, a portion of the Company's distributions to
shareholders has been designated as a non-taxable return of capital for federal
income tax purposes.
The Company, a Virginia corporation, has its principal office at 10 South
6th Street, Richmond, Virginia 23219-3802, and its telephone number is (804)
780-2691. Unless the context indicates otherwise, the term "Company," as used
herein, includes the Company and its subsidiaries, all of which are
wholly-owned.
USE OF PROCEEDS
The Company will receive no proceeds from the sale of Shares by the Selling
Shareholders.
THE SELLING SHAREHOLDERS
Certain information regarding the Selling Shareholders appears in the table
below. All of the Shares being offered by the Selling Shareholders were
acquired by them in connection with the purchase by the Company of a portfolio
of 18 apartment properties (the "Properties") and certain related assets
consummated August 15, 1996. The Company agreed to file the Registration
Statement with the Commission for the benefit of the Selling Shareholders and
to keep it effective for a period of two years and nine months. The Shares are
subject to restrictions that generally prohibit any sale of the Shares before
May 15, 1997. No Selling Shareholder has had any material relationship with the
Company or any affiliate of the Company within the past three years, other than
the transaction in which the Properties were acquired. The Company may in the
future contract with Jeffery W. Kentner or firms controlled by him for real
property development services or the acquisition of developed properties. No
Selling Shareholder owns one percent or more of the outstanding Common Stock and
each Selling Shareholder is offering all Common Stock owned by him.
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Number of
Shares Owned and
Selling Shareholders Being Offered
John C. Harmon 559,947
Jeffery W. Kentner 559,947
Thomas J. White, Jr. 559,946
PLAN OF DISTRIBUTION
The Shares may be sold from time to time directly by the Selling
Shareholders, or by their pledgees, donees, transferees or other successors in
interest, in transactions on the NYSE or in privately negotiated transactions,
including transactions with exchange funds, through the writing of options on
the Shares or a combination of such methods of sale, at fixed prices which may
be changed, at market prices prevailing at the time of sale, at prices related
to such prevailing market prices, or at negotiated prices. Alternatively, the
Shares may be offered to or through underwriters, brokers or dealers who may act
solely as agents, or who may acquire Shares as principals. The distribution of
the Shares through such persons may be effected in one or more transactions that
may take place on the NYSE, including block trades or ordinary broker's
transactions, or through privately negotiated transactions or sales to one or
more brokers or dealers for resale of such securities as principals, or
otherwise at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. Usual and customary or
specifically negotiated brokerage fees or commissions may be paid by the Selling
Shareholders in connection with such sales. In connection with such sales, the
Selling Shareholders and any participating brokers or dealers may be deemed
"underwriters" as such term is defined in the Securities Act and the commissions
paid or discounts allowed to any of such underwriters, brokers, dealers or
agents, in addition to any profits received on resale of the Shares if any such
underwriters, brokers, dealers or agents should purchase any Shares as a
principal, may be deemed to be underwriting discounts or commissions under the
Securities Act.
The Company has agreed to bear all normal and reasonable costs (other than
costs, fees, discounts or expenses of underwriters) in connection with the
registration of the Shares under the Securities Act for sale by the Selling
Shareholders, compliance with applicable state securities or Blue Sky laws, and
listing the Shares on the NYSE, estimated to be $35,000 in the aggregate.
The Company has agreed to indemnify the Selling Shareholders from certain
damages or liabilities arising out of or based upon any untrue statement of a
material fact contained in, or material omission from, the Registration
Statement, except to the extent such untrue statement or omission was made in
the Registration Statement in reliance upon written information furnished by any
of the Selling Shareholders.
Any of the underwriters, dealers, brokers or agents may have other business
relationships with the Company and its affiliates in the ordinary course of
business.
If some or all of the Shares are offered in an underwritten offering, the
terms of such underwritten offering, including the initial public offering
price, the names of the underwriters
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and the compensation, if any, of such underwriters, will be set forth in
supplement to this Prospectus .
LEGAL MATTERS
The legality of the Shares will be passed upon for the Company by Hunton &
Williams, Richmond, Virginia.
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 upon the authority of such firm as experts
in accounting and auditing. The combined statements 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.
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NO ONE HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
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 SOLICITATION OF AN OFFER TO
BUY, ANY SECURITIES OTHER THAN THOSE 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 THE DELIVERY OF THIS
PROSPECTUS AT ANY TIME NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AT ANY TIME SUBSEQUENT TO THE DATE HEREOF.
TABLE OF CONTENTS
Page
Available Information . . . . . . . . . . . . . 2
Incorporation of Certain
Documents by
Reference . . . . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . . . . . . . . 4
The Selling Shareholders . . . . . . . . . . . 4
Plan of Distribution . . . . . . . . . . . . . 4
Legal Matters . . . . . . . . . . . . . . . . . 5
Experts . . . . . . . . . . . . . . . . . . . . 5
1,679,840 SHARES
UNITED DOMINION
REALTY TRUST, INC.
COMMON STOCK
_______________________
PROSPECTUS
SEPTEMBER, 1996
<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:
Securities and Exchange Commission registration fee . . $ 7,856
Accounting fees and expenses . . . . . . . . . . . . . . 10,000
Blue Sky fees and expenses . . . . . . . . . . . . . . . 2,000
Legal fees and expenses . . . . . . . . . . . . . . . . 12,000
Printing and postage expenses . . . . . . . . . . . . . 3,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . 144
TOTAL . . . . . . . . . . . . . . . . . . . . . . . $35,000
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.
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Item 16. Exhibits
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.
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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)
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 which remain unsold
at the termination of the offering.
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(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.
(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 of the Virginia Code, the Articles
of Incorporation or By-laws of the registrant or resolutions of the Board of
Directors of the registrant adopted pursuant thereto, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
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.
<PAGE>
II-5
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
August, 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 August 30th, 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.
II-6
Signature
s/ John P. McCann
----------------------------
John P. McCann
s/ James Dolphin
----------------------------
James Dolphin
s/ Jeff C. Bane
----------------------------
Jeff C. Bane
----------------------------
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
----------------------------
Lynne B. Sagalyn
s/ C. Harmon Williams, Jr.
----------------------------
C. Harmon Williams, Jr.
II-7
<PAGE>
Exhibit Index
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)
Hunton & Williams
RIVERFRONT PLAZA, EAST TOWER
951 EAST BYRD STREET
RICHMOND, VIRGINIA 23219-4074
FILE NO.: 27789.233
DIRECT DIAL: (804) 788-8267
August 30, 1996
Board of Directors
United Dominion Realty Trust, Inc.
10 South Sixth Street
Richmond, Virginia 23219
Registration Statement on Form S-3
1,679,840 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 1,679,840 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 August 2, 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 to the Selling Stockholders, as
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 and to the reference to us in the Prospectus
included therein.
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 1,679,840 shares of common stock and
to the incorporation by reference 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
August 28, 1996
[L.P. MARTIN & COMPANY letterhead]
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 this
registration statement on Form S-3 and related Prospectus of United Dominion
Realty Trust, Inc. for the registration of 1,679,840 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
August 30, 1996
[DIXON, ODOM & CO., L.L.P letterhead]
Exhibit 23(c)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" in this
registration statement on Form S-3 and related prospectus of United Dominion
Realty Trust, Inc. for the registration of 1,679,840 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
August 30, 1996
