Form 8-K/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT TO APPLICATION OR REPORT
Filed Pursuant to Section 12, 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
UNITED DOMINION REALTY TRUST, INC.
(Exact name of registrant as specified in its charter)
AMENDMENT NO. 1
The undersigned registrant hereby amends its Current Report on Form 8-K dated
April 11, 1995, which was filed with the Securities and Exchange Commission on
April 11, 1995. The Pro Form Statement of Operations for the Twelve Months Ended
December 31, 1994 was revised to move the expense line items of interest,
general and administrative and other depreciation and amortization directly
under the caption "Expenses". The Notes to the Pro Forma Condensed Financial
Statements were revised to include more detailed information regarding the pro
forma adjustments for interest income, interest expense and depreciation
expense. The Pro Forma Statement of Operations for the Twelve Months Ended
December 31, 1994 was revised for a corrected pro forma depreciation of real
estate owned figure.
ITEM 7. Financial Statements, Pro forma Financial Information and Exhibits
(a) Financial Statements of Real Estate Properties Acquired
(b) Pro forma Financial Information
(c) Exhibits
(23) Consents of experts
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
UNITED DOMINION REALTY TRUST, INC.
(Registrant)
/s/ Jerry A Davis
---------------------
Jerry A. Davis
Vice President and
Corporate Controller
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
PRO FORMA STATEMENT OF OPERATIONS
For the Twelve Months Ended December 31, 1994
(Unaudited)
(In thousands of dollars, except per share data)
<TABLE>
<CAPTION>
HISTORICAL
--------------------
STATEMENT OF OPERATIONS
Revenues
<S> <C>
Rental Income $139,972
Interest and other income 756
-------------
140,728
Expenses
Rental expenses:
Utilities 11,206
Repairs & maintenance 21,216
Real estate taxes 9,658
Property management 4,645
Other operating expenses 11,924
Depreciation of real estate owned 29,049
Interest 28,303
General and administartive 5,021
Other depreciation and amortization 588
-------------
121,610
-------------
Income before gains (losses) on sales of investments
and extraordinary item 19,118
Gains on sales of investments 108
-------------
Income before extraordinary item 19,226
Extraordinary item - early extinguishment of
debt (89)
-------------
Net income $19,137
=============
Net income per share $0.41
=============
Distributions declared per share $0.78
=============
Weighted average number of common shares outstanding 46,182
<CAPTION>
ACQUISITIONS
PREVIOUSLY
REPORTED ON
FORMS 8-K DATED
APRIL 15, 1994,
MAY 17, 1994,
MAY 26, 1994,
SEPTEMBER 1, 1994 AND PRO FORMA
OCTOBER 14, 1994 (1) ADJUSTMENTS
--------------- --------------
STATEMENT OF OPERATIONS
Revenues
<S> <C> <C>
Rental Income $27,128
Interest and other income (111)(5)
--------------- -------------
27,128 (111)
Expenses
Rental expenses:
Utilities 2,019
Repairs & maintenance 4,205
Real estate taxes 2,296
Property management 1,304 ($328)(2)
Other operating expenses 3,629 (277)(3)
Depreciation of real estate owned 4,514 (4)
Interest 7,450 (6)
General and administartive
Other depreciation and amortization
--------------- -------------
13,453 11,359
--------------- -------------
Income before gains (losses) on sales of investments
and extraordinary item 13,675 (11,470)
Gains on sales of investments
--------------- -------------
Income before extraordinary item 13,675 (11,470)
Extraordinary item - early extinguishment of
debt
--------------- -------------
Net income $13,675 ($11,470)
=============== =============
Net income per share
Distributions declared per share
Weighted average number of common shares outstanding 4,022
<CAPTION>
PRO
FORMA
------
STATEMENT OF OPERATIONS
Revenues
<S> <C>
Rental Income $167,100
Interest and other income 645
-------------
167,745
Expenses
Rental expenses:
Utilities 13,225
Repairs & maintenance 25,421
Real estate taxes 11,954
Property management 5,621
Other operating expenses 15,276
Depreciation of real estate owned 33,563
Interest 35,753
General and administartive 5,021
Other depreciation and amortization 588
-------------
146,422
-------------
Income before gains (losses) on sales of investments
and extraordinary item 21,323
Gains on sales of investments 108
-------------
Income before extraordinary item 21,431
Extraordinary item - early extinguishment of
debt (89)
-------------
Net income $21,342
=============
Net income per share $0.43
=============
Distributions declared per share $0.78
=============
Weighted average number of common shares outstanding 50,204
</TABLE>
See accompanying notes.
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
NOTES TO CONSOLIDATED PRO FORMA CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
1. Amounts appearing under the column entitled "Acquisitions Previously
Reported on Forms 8-K dated April 15, 1994, May 17, 1994, May 26, 1994,
September 1, 1994 and October 14, 1994" give effect to significant
acquisitions that have been previously reported to the Securities and
Exchange Commission by United Dominion Realty Trust, Inc. on Forms 8-K
("the Previously Reported Acqisitions") dated April 15, 1994, May 17,
1994, May 26, 1994, September 1, 1994 and October 14, 1994. A
reconciliation of net income to previously filed Forms 8-K and or 8-K/A
is as follows:
Filing to Update Net Income
8-K Filed 8-K (In thousands)
- - --------- --- --------------
April 15, 1994 8-K/A June 7, 1994 $ 845
May 17, 1994 8-K/A July 26, 1994 546
May 26, 1994 8-K August 31, 1994* 6,619
September 1, 1994 8-K/A November 11, 1994 2,242
October 14, 1994 8-K/A December 29, 1994 3,423
-----
$ 13,675
======
* The Form 8-K dated August 31, 1994 updated the Form 8-K dated May 26,
1994 for the six month period ended June 30, 1994.
2. To record the net decrease in property management fees for the
Previously Reported Acquisitions. The Trust internally manages its
apartment properties at a cost of approximately 3.5% of rental income.
The Trust uses 98% of the amount reported as rental income in
calculating the property management fee, as 2% of the amount reported
as rental income is assumed to be other income which is not subject to
management fee.
3. To record the net decrease in insurance expense for the period January
1, 1994 through June 30, 1994 to reflect that United Dominion Realty
Trust, Inc. insures its apartments for approximately $107.22 per
unit less than the historical insurance expense of the 5,170
apartment units contained in the Portfolio Acquisition previously
reported to the Securities and Exchange Commission on Form 8-K dated
May 26, 1994.
4. To record depreciation expense on the Previously Reported Acquisitions.
Depreciation is based upon the allocation of the purchase price of the
properties. Depreciation is computed on a straight line basis over the
estimated useful lives of the related assets which range from 15 to 35
years. The allocation and estimated useful lives are as follows:
<PAGE>
Estimated
Allocation of Useful Life Depreciation
Purchase Price In Years Adjustment **
Buildings $264,712,528 35 $3,937,223
Other Improvements 16,623,950 15 576,935
Land 43,179,203 N/A --
------------ ----------
$324,515,681 $4,514,158
============ ==========
** The acquisitions previously reported were purchased by the Trust at
various times during 1994. The depreciation expense adjustment is
computed for each property based on the number of days not owned by the
Trust during 1994. The weighted average number of days the properties
were not owned by the Trust during 1994 was 190.01 days (out of 365
days).
5. Reflects the reduction of interest income associated with the use of
short-term investments to acquire the Portfolio Acquisition (as
previously reported on Form 8-K dated May 26, 1994), Regatta Shores
Apartments (as previously reported on Form 8-K dated September 1,
1994), Mediterranean Village Apartments, Briar Club Apartments,
Covington Crossing Apartments and Hunters Trace Apartments (as
previously reported on Form 8-K dated October 14, 1994), at market
interest rates in effect at the time of each respective acquisition.
<TABLE>
<CAPTION>
# DAYS INTEREST
SHORT-TERM INTEREST INTEREST INCOME
PROPERTY INVESTMENT RATE ADJUSTMENT ADJUSTMENT
<S> <C> <C> <C> <C>
Regatta Shores $ 7,364,376 4.50% 8/365 $ 7,263
Mediterranean Village 14,003,901 5.10% 3/365 5,870
Briar Club, Covington
Crossing and Hunters
Trace 15,057,181 5.30% 4/365 8,745
Portfolio Acquisition 80,000,000 5.06% 8/365 88,723
------------- --------
$ 116,425,458 $110,601
============= ========
</TABLE>
6. To record interest expense during 1994 associated with the
acquisition of a portion of the properties with debt aggregating
$237,591,416 and a weighted average interest rate of 5.7492% which
was assumed to have been used as follows: (i) variable-rate bank debt
aggregating $161,147,168 used to fund the acquisitions at market
interest rates available to the Trust at the time of each respective
acquisition, (ii) fixed-rate medium-term notes payable aggregating
$39,827,598, (iii) the assumption of fixed-rate mortgage notes
payable aggregating $30,646,650 and (iv) the assumption of a
fixed-rate tax-exempt bond in the amount of $5,970,000. The
acquisitions previously reported were purchased by the Trust
at various times during 1994. The interest expense adjustment is
computed for each property based on the number of days not
owned by the Trust during 1994. The weighted average number of
days the properties were not owned by the Trust during 1994 was
199.08 days (out of 365 days).
