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FORM 8-K/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 June 30, 1995 which was filed with the Securities and Exchange Commission
on July 17, 1995. The Pro Forma Statements of Operations for the Twelve Months
Ended December 31, 1994, was updated to include the effect of the 1994
acquisitions and 1994 pro forma adjustments. In addition, the Notes to the Pro
Forma Statements of Operations were updated to reflect the additional
disclosures required for the 1994 acquisitions and 1994 pro forma adjustments,
as well as, additional information regarding the reconciliation of net income
for previously filed 8-K's. The Pro Forma Financial Statement for the three
months ended March 31, 1995 was updated to reflect the numbering changes in the
Notes to the Pro Forma Financial Statements of Operations. The accountants'
report and consent have been revised to include the city and state where issued.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(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.
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(Registrant)
/s/ JERRY A. DAVIS
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Jerry A. Davis
Vice President
Corporate Controller
Date: June 30, 1995
Independent Auditors' Report
To the Owners 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, The
Manor at England Run Apartments
We have audited the accompanying combined statement of rental operations (as
defined in Note 2) of the following apartment properties for the year ended
December 31, 1994:
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
The Manor at England Run Apartments
This financial statement is the responsibility of the management of the
apartment properties. Our responsibility is to express an opinion on this
statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
The statement was prepared for the purpose of complying with the rules and
regulations of the Securities and Exchange Commission (for inclusion in a
Current Report on Form 8-K of United Dominion Realty Trust, Inc.), as described
in Note 5, and is not intended to be a complete presentation of the apartment
properties' revenues and expenses.
In our opinion, the statement referred to above presents fairly, in all
material respects, the income and operating expenses, as described in Note 2, of
the apartment properties for the year ended December 31, 1994, in conformity
with generally accepted accounting principles.
L. P. Martin & Company, P.C.
Certified Public Accountants
Richmond, Virginia
May 24, 1995
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994
(UNAUDITED)
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
ACQUISITIONS
PREVIOUSLY
REPORTED ON
FORMS 8-K DATED
APRIL 15, 1994,
MAY 17, 1994, 1994
MAY 26, 1994, ACQUISITIONS PRO FORMA
SEPTEMBER 1, 1994 AND PRO FORMA BEFORE 1995 HIGH
HISTORICAL (1) OCTOBER 14, 1994 (2) ADJUSTMENTS ACQUISITIONS PORTFOLIO (3)
<S> <C> <C> <C> <C> <C>
INCOME
Property operations:
Rental Income $139,972 $27,128 $167,100 $11,095
Property expenses:
Utilities 11,206 2,019 13,225 681
Repairs & maintenance 21,216 4,205 25,421 1,453
Real estate taxes 9,658 2,296 11,954 741
Property management 4,645 1,304 ($328)(4) 5,621 441
Other operating expenses 12,141 3,629 (277)(5) 15,493 1,144
Depreciation of real estate owned 28,729 4,514 (6) 33,243
87,595 13,453 3,909 104,957 4,460
Income from property operations 52,377 13,675 (3,909) 62,143 6,635
Interest income 756 (111)(7) 645
53,133 13,675 (4,020) 62,788 6,635
EXPENSES
Interest 28,521 7,649 (6) 36,170
General and administrative 4,803 4,803
Other depreciation and amortization 691 691
34,015 0 7,649 41,664 0
Income before gains (losses) on investments
and extraordinary item 19,118 13,675 (11,669) 21,124 6,635
Gains (losses) on sale of investments 108 108
Income before extraordinary item 19,226 13,675 (11,669) 21,232 6,635
Extraordinary item - early extinguishment of
debt (89) (89)
Net income 19,137 13,675 (11,669) 21,143 6,635
Dividends to preferred shareholders
Net income available to common shareholders $19,137 $13,675 ($11,669) $21,143 $6,635
Net income per common share $0.41 $0.42
Distributions declared per common share $0.78 $0.78
Weighted average number of common shares
outstanding 46,182 4,022 50,204
</TABLE>
HIGH PORTFOLIO
PRO FORMA PRO
ADJUSTMENTS FORMA
INCOME
Property operations:
Rental Income $178,195
Property expenses:
Utilities 13,906
Repairs & maintenance 26,874
Real estate taxes 12,695
Property management ($60)(8) 6,002
Other operating expenses 16,637
Depreciation of real estate owned 1,637 (9) 34,880
1,577 110,994
Income from property operations (1,577) 67,201
Interest income 645
(1,577) 67,846
EXPENSES
Interest 36,170
General and administrative 4,803
Other depreciation and amortization 691
0 41,664
Income before gains (losses) on investments
and extraordinary item (1,577) 26,182
Gains (losses) on sale of investments 108
Income before extraordinary item (1,577) 26,290
Extraordinary item - early extinguishment of
debt (89)
Net income (1,577) 26,201
Dividends to preferred shareholders 6,289 (10) 6,289
Net income available to common shareholders ($7,866) $19,912
Net income per common share $0.52
Distributions declared per common share $0.78
Weighted average number of common shares 50,204
outstanding
SEE ACCOMPANYING NOTES.
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1995
(UNAUDITED)
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
PRO FORMA PRO
HISTORICAL (1) HIGH PORTFOLIO (3) ADJUSTMENTS FORMA
<S> <C> <C> <C> <C>
INCOME
Property operations:
Rental Income $45,493 $2,849 $48,342
Property expenses:
Utilities 3,657 174 3,831
Repairs & maintenance 6,347 268 6,615
Real estate taxes 3,236 184 3,420
Property management 1,254 113 ($15)(8) 1,352
Other operating expenses 4,069 289 4,358
Depreciation of real estate owned 9,056 409 (9) 9,465
27,619 1,028 394 29,041
Income from property operations 17,874 1,821 (394) 19,301
Interest income 174 174
18,048 1,821 (394) 19,475
EXPENSES
Interest 10,454 10,454
General and administrative 1,234 1,234
Other depreciation and amortization 273 273
11,961 0 0 11,961
Income before gains on investments
and extraordinary item 6,087 1,821 (394) 7,514
Gains on sale of investments 63 63
Net income 6,150 1,821 (394) 7,577
Dividends to preferred shareholders 1,572 (10) 1,572
Net income available for common shareholders $6,150 $1,821 ($1,966) $6,005
Weighted average common shares 51,125 51,125
Net income per common share $0.12 $0.12
Dividends declared per common share $0.225 $0.225
</TABLE>
SEE ACCOMPANYING NOTES.
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
NOTES TO PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND
THE YEAR ENDED DECEMBER 31, 1994
(UNAUDITED)
(1) Represents the Trust's Historical Statements of Operations
contained in its Quarterly Report on Form 10-Q for the three
months ended March 31, 1995 and its Annual Report on Form 10-K
for the year ended December 31, 1994.
(2) 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 the Trust on Forms 8-K 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:
8-K FILED FILING TO UPDATE NET INCOME
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.
(3) Represents actual rental income and related operating expenses
of the High Portfolio, as reported elsewhere herein.
(4) To record the net decrease in property management fees for the
acquisitions previously reported to the Securities and
Exchange Commission on Forms 8-K dated April 15, 1994, May 17,
1994, May 26, 1994, September 1, 1994 and October 14, 1994.
The Trust internally manages its apartment portfolio at a cost
of approximately 3.5% of rental income.
(5) To record the net decrease in insurance expense to reflect
that the Trust insures its apartments for approximately $107
per unit less than the historical insurance expense of the
Portfolio Acquisition previously reported to the Securities
and Exchange Commission on Form 8-K dated May 26, 1994.
<PAGE>
(6) To record depreciation expense and interest expense on the
acquisitions previously reported to the Securities and
Exchange Commission on Forms 8-K dated April 15, 1994, May 17,
1994, May 26, 1994, September 1, 1994 and October 14, 1994.
(7) 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)
and for the acquisition of Mediterranean Village Apartments, Briar Club
Apartments, Covingting Crossing Apartements and Hunters Trace
Apartments (as previously reported on Form 8-K dated October 14, 1994)
at assumed interest rates in effect at the time of the acquisition.
(8) Reflects the net decrease in property management fees for the
High Portfolio. The Trust internally manages its apartment
properties at a cost of approximately 3.5% of rental income.
(9) Reflects the net adjustments to depreciation expense to record
the High Portfolio at the beginning of each period presented.
Depreciation is computed on a straight-line basis over the
estimated useful lives of the related assets. Buildings have
been depreciated over 35 years and other improvements of 15
years based upon the initial cost of the High Portfolio of
$65.7 million.
(10) Reflects the adjustment to net income to record dividends paid to
preferred shareholders on 2.7 million shares of preferred stock in
calculating net income available to common shareholders.
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
United Dominion Realty Trust, Inc.
We consent to the incorporation by reference in the previously filed
Registration Statement Form S-3 No. 33-40433, Registration Statement Form S-3
No. 33-32930, Registration Statement Form S-3 No. 33-55159, Registration
Statement Form S-8 No. 33-47926, Registration Statement Form S-8 No. 33-48000,
and Registration Statement Form S-8 No. 33-58201 of United Dominion Realty
Trust, Inc. of our reports dated May 24, 1995, with respect to the statements of
rental operations of Brittingham Square Apartments, The Manor at England Run
Apartments, The Greens of Constant Friendship 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, and The Greens at Schumaker Pond Apartments for the year ended
December 31, 1994, included in this Form 8-K/A, Amendment to Application or
Report on Form 8-K dated June 30, 1995.
/s/ L.P. Martin & Company, P.C.
L.P. Martin & Company, P.C.
Certified Public Accountants
Richmond, Virginia
July 14, 1995
