AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 6, 1996
REGISTRATION NO. 333-13745
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UNITED DOMINION REALTY TRUST, INC.
(Exact name of registrant as specified in its charter)
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VIRGINIA 6513 54-0857512
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
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10 SOUTH SIXTH 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)
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KATHERYN E. SURFACE
VICE PRESIDENT AND GENERAL COUNSEL
UNITED DOMINION REALTY TRUST, INC.
10 SOUTH SIXTH 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:
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JAMES W. FEATHERSTONE, III BRYAN L. GOOLSBY
RANDALL S. PARKS GINA E. BETTS
HUNTON & WILLIAMS LIDDELL, SAPP, ZIVLEY, HILL & LABOON, L.L.P.
951 EAST BYRD STREET 2200 ROSS AVENUE, SUITE 900
RICHMOND, VIRGINIA 23219-4074 DALLAS, TEXAS 75201
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
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EXHIBIT NO. DESCRIPTION
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2(a) Amended and Restated Agreement and Plan of Merger dated as of October 1, 1996, between United Dominion,
Sub and South West (attached to the Joint Proxy Statement/Prospectus as Annex I)
2(b) Agreement of Purchase and Sale dated July 1, 1996 (filed as Exhibit 2 to United Dominion's Current Report
on Form 8-K dated August 15, 1996 (File No. 1-10524), and incorporated by reference herein)
4(a) Restated Articles of Incorporation of United Dominion (filed as Exhibit 4(i)(c) to United Dominion'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) Bylaws of United Dominion (filed as Exhibit 4(c) to United Dominion's Form S-3 Registration Statement
(Registration No. 33-44743) filed with the Commission on December 31, 1991, and incorporated by reference
herein)
4( (ii) Amendment to Bylaws of United Dominion (filed as Exhibit 3(b) (ii) to United Dominion's Annual Report on
Form 10-K for the year ended December 31, 1995 (File No. 1-10524), and incorporated by reference herein)
4(c) Specimen United Dominion Common Stock certificate (filed as Exhibit 4 (i) to United Dominion's Annual
Report on Form 10-K for the year ended December 31, 1993 (File No. 1-10524), and incorporated by reference
herein)
4(d) Loan Agreement dated as of November 7, 1991, between United Dominion and Aid Association for Lutherans
(filed as Exhibit 6(c)(1) to United Dominion's Form 8-A Registration Statement dated April 19, 1990 (File
No. 1-10524), and incorporated by reference herein)
4(e) Note Purchase Agreement dated as of January 15, 1993, between United Dominion 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 United Dominion's
Form 8-A Registration Statement dated April 19, 1990 (File No. 1-10524), and incorporated by reference
herein)
4(f) Credit Agreement dated as of December 15, 1994, between United Dominion and First Union National Bank of
Virginia (filed as Exhibit 6(c)(6) to United Dominion's Form 8-A Registration Statement dated April 19,
1990 (File No. 1-10524), and incorporated by reference herein)
5 Opinion of Hunton & Williams (previously filed)
8 Opinion of Hunton & Williams (previously filed)
23(a) Consent of Ernst & Young LLP (previously filed)
23(b) Consent of Ernst & Young LLP (previously filed)
23(c) Consent of L. P. Martin & Company, P.C. (previously filed)
23(d) Consent of Dixon, Odom & Co., L.L.P. (previously filed)
23(e) Consent of Hunton & Williams (included in Exhibits 5 and 8 hereto)
23(f) Consent of Merrill Lynch & Co. (previously filed)
23(g) Consent of Lehman Brothers Inc. (previously filed)
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II-1
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EXHIBIT NO. DESCRIPTION
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25 Powers of Attorney (included on signature page of the registration statement)
99(a) Form of United Dominion proxy
99(b) Form of South West proxy
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II-2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Richmond,
Commonwealth of Virginia on the sixth day of November, 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 amendment
to the registration statement has been signed by the following persons in the
capacities indicated on November 6, 1996.
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SIGNATURE TITLE & CAPACITY
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/s/JOHN P. MCCANN President, Chief Executive Officer (Principal
JOHN P. MCCANN Executive Officer) and Director
/s/JAMES DOLPHIN Senior Vice President, Chief Financial
JAMES DOLPHIN Officer, (Principal Financial and Accounting
Officer) and Director
/s/JEFF C. BANE * Director
JEFF C. BANE
/s/R. TOMS DALTON, JR. * Director
R. TOMS DALTON, JR.
/s/BARRY M. KORNBLAU * Director
BARRY M. KORNBLAU
/s/JOHN C. LANFORD * Director
JOHN C. LANFORD
/s/H. FRANKLIN MINOR * Director
H. FRANKLIN MINOR
/s/LYNNE B. SAGALYN * Director
LYNNE B. SAGALYN
/s/C. HARMON WILLIAMS, JR. * Director
C. HARMON WILLIAMS, JR.
* By /s/ JAMES DOLPHIN
JAMES DOLPHIN, AS ATTORNEY-IN-FACT
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II-3
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EXHIBIT INDEX
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SEQUENTIALLY
EXHIBITS NUMBERED PAGES
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2(a) Amended and Restated Agreement and Plan of Merger dated as of October 1,
1996, between United Dominion, Sub and South West
2(b) Agreement of Purchase and Sale dated July 1, 1996
4(a) Restated Articles of Incorporation of United Dominion
4( )(i) Bylaws of United Dominion
4( (ii) Amendment to Bylaws of United Dominion
4(c) Specimen United Dominion Common Stock certificate
4(d) Loan Agreement dated as of November 7, 1991, between United Dominion and
Aid Association for Lutherans
4(e) Note Purchase Agreement dated as of January 15, 1993, between United
Dominion 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
4(f) Credit Agreement dated as of December 15, 1994, between United Dominion
and First Union National Bank of Virginia
5 Opinion of Hunton & Williams
8 Opinion of Hunton & Williams
23(a) Consent of Ernst & Young LLP
23(b) Consent of Ernst & Young LLP
23(c) Consent of L. P. Martin & Company, P.C.
23(d) Consent of Dixon, Odom & Co., L.L.P.
23(e) Consent of Hunton & Williams
23(f) Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated
23(g) Consent of Lehman Brothers Inc.
25 Powers of Attorney
99(a) Form of United Dominion proxy
99(b) Form of South West proxy
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II-4
EXHIBIT 99(a)
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 10, 1996
in Richmond, Virginia
This proxy is solicited on behalf of the Board of Directors.
The undersigned hereby appoints John P. McCann and C. Harmon Williams, Jr., or
either of them, with full power of substitution in each, proxies (and if the
undersigned is a proxy, substitute proxies) to vote all shares of the
undersigned in United Dominion Realty Trust, Inc., at the special meeting of
shareholders to be held December 10, 1996, and at any and all adjournments
thereof.
IMPORTANT - This Proxy must be signed and dated on the reverse side.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.
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UNITED DOMINION REALTY TRUST, INC.
PLEASE MARK VOTE IN BOX IN THE FOLLOWING MANNER USING DARK INK ONLY.
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P 1. Approval of the Amended and Restated Agreement FOR AGAINST ABSTAIN
and Plan of Merger dated as of October 1, 1996,
R by and among United Dominion Realty Trust, Inc.,
United Sub, Inc. and South West Property Trust Inc.
O
2. In their discretion, on such other matters as may FOR AGAINST ABSTAIN
X properly come before the Special Meeting or
any adjournments thereof.
Y
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This proxy when properly executed
will be voted in the manner
directed herein by the undersigned
shareholder. If no direction is
made, this Proxy will be voted FOR
Proposals 1 and 2 .
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Signature
Dated: ________________, 1996
NOTE: Please sign name exactly
as it appears on the
stock certificate. Only
one of several joint
owners need sign.
Fiduciaries should give
full title.
EXHIBIT 99(b)
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 10, 1996
in Dallas, Texas
This proxy is solicited on behalf of the Board of Directors.
The undersigned hereby appoints John S. Schneider and Lewis H. Sandler, or
either of them, with full power of substitution in each, proxies (and if the
undersigned is a proxy, substitute proxies) to vote all shares of the
undersigned in South West Property Trust Inc., at the special meeting of
stockholders to be held December 10, 1996, and at any and all adjournments
thereof.
IMPORTANT - This Proxy must be signed and dated on the reverse side.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
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SOUTH WEST PROPERTY TRUST INC.
PLEASE MARK VOTE IN BOX IN THE FOLLOWING MANNER USING DARK INK ONLY.
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P 1. Approval of the Amended and Restated Agreement FOR AGAINST ABSTAIN
and Plan of Merger, dated as of October 1, 1996,
R by and among United Dominion Realty Trust, Inc.,
United Sub, Inc. and South West Property Trust Inc.
O
2. In their discretion, on such other matters as may FOR AGAINST ABSTAIN
X properly come before the Special Meeting or
any adjournments thereof.
Y
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This proxy when
properly executed will
be voted in the manner
directed herein by the
undersigned stock-
holder. If no direction
is made, this Proxy
will be voted FOR
Proposals 1 and 2 .
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Signature
Dated: __________, 1996
NOTE: Please sign name
exactly as it appears
on the stock certi-
ficate. Only one of
several joint owners
need sign. Fiduciaries
should give full title.
