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FORM 8-K/A
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. 2
The undersigned registrant hereby amends its Current Report on Form 8-K
dated October 14, 1994 which was subsequently amended by Form 8-K/A Amendment
No. 1 filed with the Securities and Exchange Commission on December 29, 1994.
The Pro Forma Statements of Operations for the Twelve Months Ended December 31,
1993, was updated to include the effect of the 1993 acquistions and 1993 pro
forma adjustments. In addition, the Notes to the Pro Forma Condensed Financial
Statements were updated to reflect the additional disclosures required for the
1993 acquisitions and 1993 pro forma adjustments, as well as, additional
information regarding the reconciliation of net income for previously filed
8-K's and a detail schedule of the purchase price of the properties acquired and
shown on the Pro Forma Balance Sheet at September 30, 1994. The Pro Forma
Financial Statement for the nine months ended September 30, 1994 was updated to
reflect the numbering changes in the Notes to the Pro Forma Financial
Statements. 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.
----------------------------------
(Registrant)
/s/ JERRY A. DAVIS
-----------------------------------
Jerry A. Davis
Vice President
Corporate Controller
Date: October 14, 1994
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<PAGE>
(Letterhead of L.P. Martin & Company)
Independent Auditors' Report
To the Owners of
Copperfield Apartments
We have audited the accompanying statement of rental operations (as defined in
Note 2) of Copperfield Apartments for the year ended December 31, 1993. This
financial statement is the responsibility of the management of Copperfield
Apartments. 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 4, and is not intended to be a complete presentation of
Copperfield Apartments' 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 Copperfield Apartments for the year ended December 31, 1993, in conformity
with generally accepted accounting principles.
/s/ L. P. Martin & Company, P.C.
L. P. Martin & Company, P.C.
Certified Public Accountants
Richmond, Virginia
November 10, 1994
<PAGE>
(Letterhead of L.P. Martin & Company)
Independent Auditors' Report
To the Owners of
Mediterranean Village Apartments
We have audited the accompanying statement of rental operations (as defined in
Note 2) of Mediterranean Village Apartments for the year ended December 31,
1993. This financial statement is the responsibility of the management of
Mediterranean Village Apartments. 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 4, and is not intended to be a complete presentation of
Mediterranean Village Apartments' 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 Mediterranean Village Apartments for the year ended December 31, 1993, in
conformity with generally accepted accounting principles.
/s/ L. P. Martin & Company, P.C.
L. P. Martin & Company, P.C.
Certified Public Accountants
Richmond, Virginia
December 2, 1994
<PAGE>
(Letterhead of L.P. Martin & Company)
Independent Auditors' Report
To the Owners of
Briar Club Apartments
We have audited the accompanying statement of rental operations (as defined in
Note 2) of Briar Club Apartments for the year ended December 31, 1993. This
financial statement is the responsibility of the management of Briar Club
Apartments. 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 4, and is not intended to be a complete presentation of
Briar Club Apartments' 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 Briar Club Apartments for the year ended December 31, 1993, in conformity
with generally accepted accounting principles.
/s/ L. P. Martin & Company, P.C.
L. P. Martin & Company, P.C.
Certified Public Accountants
Richmond, Virginia
December 9, 1994
<PAGE>
(Letterhead of L.P. Martin & Company)
Independent Auditors' Report
To the Owners of
Covington Crossing Apartments
We have audited the accompanying statement of rental operations (as defined in
Note 2) of Covington Crossing Apartments for the year ended December 31, 1993.
This financial statement is the responsibility of the management of Covington
Crossing Apartments. 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 4, and is not intended to be a complete presentation of
Covington Crossing Apartments' 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 Covington Crossing Apartments for the year ended December 31, 1993, in
conformity with generally accepted accounting principles.
/s/ L. P. Martin & Company, P.C.
L. P. Martin & Company, P.C.
Certified Public Accountants
Richmond, Virginia
December 9, 1994
<PAGE>
(Letterhead of L.P. Martin & Company)
Independent Auditors' Report
To the Owners of
Hunters Trace Apartments
We have audited the accompanying statement of rental operations (as defined in
Note 2) of Hunters Trace Apartments for the year ended December 31, 1993.
This financial statement is the responsibility of the management of Hunters
Trace Apartments. 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 4, and is not intended to be a complete presentation of
Hunters Trace Apartments' 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 Hunters Trace Apartments for the year ended December 31, 1993, in
conformity with generally accepted accounting principles.
/s/ L. P. Martin & Company, P.C.
L. P. Martin & Company, P.C.
Certified Public Accountants
Richmond, Virginia
December 9, 1994
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1993
(UNAUDITED)
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
ACQUISITIONS
PREVIOUSLY
REPORTED ON
ACQUISITIONS FORMS 8-K DATED
PREVIOUSLY 1993 APRIL 15, 1994,
REPORTED ON ACQUISITIONS PRO FORMA MAY 17, 1994,
FORM 8-K DATED PRO FORMA BEFORE 1994 MAY 26, 1994 AND
HISTORICAL (1) DECEMBER 31, 1993 (3) ADJUSTMENTS ACQUISITIONS SEPTEMBER 1, 1994 (4)
<S> <C> <C> <C> <C>
INCOME
Property operations:
Rental Income $89,084 $9,424 $98,508 $47,005
Property expenses:
Utilities 7,838 846 8,684 3,551
Repairs & maintenance 13,950 1,407 15,357 6,969
Real estate taxes 5,777 780 6,557 3,542
Property management 2,782 422 3,204 2,243
Other operating expenses 7,512 1,552 9,064 6,831
Depreciation of real estate owned 19,516 1,267 (9) 20,783
57,375 5,007 1,267 63,649 23,136
Income from property operations 31,709 4,417 (1,267) 34,859 23,869
Interest income 708 (438)(10) 270
32,417 4,417 (1,705) 35,129 23,869
EXPENSES
Interest 17,237 1,208 (9) 18,445 11,293
General and administrative 3,349 3,349
Other depreciation and amortization 545 545
21,131 0 1,208 22,339 0
Income before gains (losses) on
investments and extraordinary item 11,286 4,417 (2,913) 12,790 23,869
Gains (losses) on sale of investments (89) (89)
Net income $11,197 $4,417 ($2,913) $12,701
Net income per share $ 0.29 $ 0.33
$23,869
Distributions declared per share $ 0.70 $ 0.70
Weighted average number of shares
outstanding 38,202 38,202 8,479
</TABLE>
<TABLE>
<CAPTION>
ACQUISITIONS
REPORTED ON PREVIOUS 1994
FORM 8-K DATED PRO FORMA PRO FORMA PRO
OCTOBER 14, 1994 (5) ADJUSTMENTS ADJUSTMENTS FORMA
<S> <C> <C> <C> <C>
INCOME
Property operations:
Rental Income $8,578 $154,091
Property expenses:
Utilities 440 12,675
Repairs & maintenance 1,019 23,345
Real estate taxes 946 11,045
Property management 425 ($528)(6) (131)(12) 5,213
Other operating expenses 956 (554)(7) 16,297
Depreciation of real estate owned 7,816 (8) 1,551 (13) $ 30,150
3,786 6,734 1,420 98,725
Income from property operations 4,792 (6,734) (1,420) 55,366
Interest income 270
4,792 (6,734) (1,420) 55,636
EXPENSES
Interest
General and administrative 11,293 (8) 3,319 (15) 33,057
Other depreciation and amortization 3,349
545
0 11,293 3,319 36,951
Income before gains (losses) on
investments and extraordinary item 4,792 (18,027) (4,739) 18,685
Gains (losses) on sale of investments (89)
$4,792 ($18,027) (4,739) $ 18,596
Net income $0.40
Net income per share
Distributions declared per share $0.70
Weighted average number of shares
outstanding 46,681
</TABLE>
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994
(UNAUDITED)
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
ACQUISITIONS
PREVIOUSLY
REPORTED ON
FORMS 8-K DATED
APRIL 15, 1994, ACQUISITION
MAY 17, 1994, REPORTED ON
MAY 26, 1994 AND FORM 8-K DATED
HISTORICAL (1) SEPTEMBER 1, 1994 (4) OCTOBER 14, 1994 (5)
<S> <C> <C> <C>
STATEMENT OF OPERATIONS
Income
Property operations:
Rental Income $95,905 $20,860 $6,268
Property expenses:
Utilities 7,928 1,713 306
Repairs & maintenance 14,607 3,471 734
Real estate taxes 6,475 1,536 760
Property management 3,596 1,000 304
Other operating expenses 8,206 2,888 741
Depreciation of real estate owned 19,807
60,619 10,608 2,845
Income from property operations 35,286 10,252 3,423
Interest income 541
35,827 10,252 3,423
Expenses
Interest 18,202
General and administrative 3,566
Other depreciation and amortization 581
22,349 0 0
Income before gains (losses) on investments
and extraordinary item 13,478 10,252 3,423
Gains (losses) on sale of investments (20)
Income before extraordinary item 13,458 10,252 3,423
Extraordinary item - early extinguishment of
debt (89)
Net income $13,369 $10,252 $3,423
Net income per share $0.30
Distributions declared per share $0.585
Weighted average number of shares outstanding 44,814 5,377
</TABLE>
<TABLE>
<CAPTION>
PREVIOUS
PRO FORMA PRO FORMA PRO
ADJUSTMENTS ADJUSTMENTS FORMA
<S> <C> <C> <C>
STATEMENT OF OPERATIONS
Income
Property operations:
Rental Income $123,033
Property expenses:
Utilities 9,947
Repairs & maintenance 18,812
Real estate taxes 8,771
Property management ($239)(6) ($89)(12) 4,572
Other operating expenses (277)(7) 11,558
Depreciation of real estate owned 3,354 (8) 1,160 (13) 24,321
2,838 1,071 77,981
Income from property operations (2,838) (1,071) 45,052
Interest income (96)(11) (15)(14) 430
(2,934) (1,086) 45,482
Expenses
Interest 5,218 (8) 2,431 (15) 25,851
General and administrative 3,566
Other depreciation and amortization 581
5,218 2,431 29,998
Income before gains (losses) on investments
and extraordinary item (8,152) (3,517) 15,484
Gains (losses) on sale of investments (20)
Income before extraordinary item (8,152) (3,517) 15,464
Extraordinary item - early extinguishment of
debt (89)
Net income ($8,152) ($3,517) $15,375
Net income per share $ 0.31
Distributions declared per share $ 0.585
Weighted average number of shares outstanding 50,191
</TABLE>
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1 Represents the Trust's Historical Statements of Operations contained in
its Quarterly Report on Form 10Q for the nine months ended September
30, 1994 and its Annual Report on Form 10K for the year ended December
31, 1993.
2. To record the purchase of Briar Club Apartments, Covington Crossing
Apartments and Hunters Trace Apartments, acquired after September 30,
1994 assuming that the acquisitions were financed with funds previously
invested in short-term investments and through the assumption of a
tax-exempt bond on Hunters Trace Apartments in the amount of $5.97
million. Copperfield Apartments and Mediterranean Village Apartments
were acquired prior to or on September 30, 1994 and are therefore
included in the Trust's historical balance sheet. The purchase price,
including closing costs, for the three properties acquired subsequent
to September 30, 1994 is as follows:
PROPERTY ACQUIRED PURCHASE PRICE
(IN THOUSANDS)
Briar Club Apartments $ 8,143
Covington Crossing Apartments 5,319
Hunters Trace Apartments 7,565
-------
Total $ 21,027
======
3. Amounts appearing under the column entitled "Acquisitions Previously
Reported on Form 8-K dated December 31, 1993" give effect to
significant acquisitions that were previously reported to the
Securities and Exchange Commission by the Trust on Form 8-K dated
December 31, 1993 and subsequently amended by Form 8-K/A No.1 filed
with the Securities and Exchange Commission on March 3, 1994 and is
inclusive of the net adjustments required to allow for a full year of
actual rental income and related expenses. Acquisitions previously
reported on Form 8-K dated December 31, 1993 were for the nine month
period ended September 30, 1993. This column includes the adjustments
to net income for these properties between October 31, 1993 and
December 31, 1993 which were not included in the Trust's historical
statements of operation. These adjustments were derived from the
operating statements of the respective properties.
4. Amounts appearing under the column entitled "Acquisitions Previously
Reported on Forms 8-K dated April 15, 1994, May 17, 1994, May 26, 1994
and September 1, 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 and September 1, 1994. A reconciliation of net income for the nine
months ended September 30, 1994 to previously filed Forms 8-K and/or
8-K/A is as follows:
<PAGE>
<TABLE>
<CAPTION>
8-K FILED FILING TO UPDATE NET INCOME NET INCOME
8-K (NINE MONTHS, (TWELVE MONTHS,
IN THOUSANDS) IN THOUSANDS)
<S> <C> <C> <C>
April 15, 1994 8-K/A June 7, 1994 $ 845 $ 3,832
May 17, 1994 8-K/A July 26, 1994 546 2,094
May 26, 1994 8-K August 31, 1994* 6,619 13,568
September 1, 1994 8-K/A November 11, 1994 2,242 4,375
------- -------
$10,252 $23,869
====== ======
</TABLE>
* 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.
5. To record historical results of the properties for the year ended
December 31, 1993 and the nine months ended September 30, 1994 as if
the properties had been owned throughout each year.
6. 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 and September 1, 1994. The Trust internally manages its apartment
properties at a cost of approximately 3.5% of rental income.
7. 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.
8. To record depreciation 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 and September 1,
1994. Depreciation is based upon the allocation of the purchase price
of each of the properties. Depreciation is computed on a straight line
basis over estimated useful lives of the related assets which range
from 15 and 35 years. Buildings have been depreciated over 35 years and
other improvements over 15 years.
9. To record depreciation and interest expense on the acquisitions
previously reported on Form 8-K dated December 31, 1993 and
subsequently amended by Form 8-K/A No. 1 filed with the Securities and
Exchange Commission on March 3, 1994.
10. Reflects the reduction of interest income associated with the use of
short-term investments to acquire the properties at assumed interest
rates in effect at the time of each respective acquisition for the year
ended December 31, 1993 as previously reported on Form 8-K dated
December 31, 1993 and subsequnetly amended by Form 8-K/A No.1 filed
with the Securities and Exchange Commission on March 3, 1994.
<PAGE>
11. 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) and Regatta Shores
Apartments (as previously reported on Form 8-K dated September 1, 1994)
at assumed interest rates in effect at the time of the acquisition.
12. To record the net decrease in property management fees for the
properties. The Trust internally manages its apartment properties at a
cost of approximately 3.5% of rental income.
13. To record depreciation based upon the allocation of the purchase price
of the properties. Depreciation is computed on a straight line basis
over estimated useful lives of the related assets which range from 15
and 35 years. Buildings have been depreciated over 35 years and other
improvements over 15 years.
14. Reflects the reduction of interest income for four days associated with
he use of short-term investments to acquire the properties at assumed
interest rates in effect at the time of each respective acquisition.
For the nine months ended September 30, 1994, such acquisitions consist
of Mediterranean Village Apartments , Briar Club Apartments, Covington
Crossing Apartments and Hunters Trace Apartments.
15. Reflects the additional interest expense on bank debt used to finance
the acquisitions at assumed interest rates equal to market rates in
effect at the time of each respective acquisition and the assumption of
a $5.97 million tax-exempt housing bond bearing interest of 6.25% on
Hunters Trace Apartments.
(Letterhead of L.P. Martin & Company)
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 and Registration Statement Form S-8 No. 33-48000
of United Dominion Realty Trust, Inc. of our report dated November 10, 1994,
with respect to the statement of rental operations of Copperfield Apartments for
the year ended December 31, 1993, included in this Form 8-K/A, Amendment to
Application or Report on Form 8-K dated October 14, 1994.
/s/ L.P. Martin & Company, P.C.
L.P. Martin & Company, P.C.
Certified Public Accountants
Richmond, Virginia
December 19, 1994
<PAGE>
(Letterhead of L.P. Martin & Company)
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 and Registration Statement Form S-8 No. 33-48000
of United Dominion Realty Trust, Inc. of our report dated December 2, 1994, with
respect to the statement of rental operations of Mediterranean Village
Apartments for the year ended December 31, 1993, included in this Form 8-K/A,
Amendment to Application or Report on Form 8-K dated October 14, 1994.
/s/ L.P. Martin & Company, P.C.
L.P. Martin & Company, P.C.
Certified Public Accountants
Richmond, Virginia
December 19, 1994
<PAGE>
(Letterhead of L.P. Martin & Company)
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 and Registration Statement Form S-8 No. 33-48000
of United Dominion Realty Trust, Inc. of our report dated December 9, 1994, with
respect to the statement of rental operations of Briar Club Apartments for the
year ended December 31, 1993, included in this Form 8-K/A, Amendment to
Application or Report on Form 8-K dated October 14, 1994.
/s/ L.P. Martin & Company, P.C.
L.P. Martin & Company, P.C.
Certified Public Accountants
Richmond, Virginia
December 19, 1994
<PAGE>
(Letterhead of L.P. Martin & Company)
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 and Registration Statement Form S-8 No. 33-48000
of United Dominion Realty Trust, Inc. of our report dated December 9, 1994, with
respect to the statement of rental operations of Covington Crossing Apartments
for the year ended December 31, 1993, included in this Form 8-K/A, Amendment to
Application or Report on Form 8-K dated October 14, 1994.
/s/ L.P. Martin & Company, P.C.
L.P. Martin & Company, P.C.
Certified Public Accountants
Richmond, Virginia
December 19, 1994
<PAGE>
(Letterhead of L.P. Martin & Company)
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 and Registration Statement Form S-8 No. 33-48000
of United Dominion Realty Trust, Inc. of our report dated December 9, 1994, with
respect to the statement of rental operations of Covington Crossing Apartments
for the year ended December 31, 1993, included in this Form 8-K/A, Amendment to
Application or Report on Form 8-K dated October 14, 1994.
/s/ L.P. Martin & Company, P.C.
L.P. Martin & Company, P.C.
Certified Public Accountants
Richmond, Virginia
December 19, 1994
