Filed Pursuant to Rule 424b3
File No. 333-11207
P R O S P E C T U S
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
October 15, 1996, the last reported sale price of the Common Stock on the NYSE
was $14 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE 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 October 16, 1996.
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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 NYSE, 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 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; (x) the Company's Current Report on Form 8-K dated October 1,
1996 filed October 4, 1996; and (xi) 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.
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<PAGE>
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 ("REIT") 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, 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.
At September 30, 1996, the Company owned 174 properties including 167
apartment communities containing 41,204 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 September 30, 1996, the Partnership was 98% owned by the
Company and one of its subsidiaries.
On October 1, 1996, the Company entered into an agreement to acquire by
merger South West Property Trust Inc. ("South West"), a REIT headquartered in
Dallas, Texas, for approximately 23 million share of Common Stock. The merger is
subject to approval by the shareholders of the Company and South West at
meetings scheduled to be held on December 10, 1996. South West's portfolio
includes 42 apartment communities containing 13,905 apartment homes, an
additional two properties containing 698 units under development and three
additions to existing properties under construction which will add 372 units.
Most of South West's properties are located in the Southwest, principally in
metropolitan Dallas.
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. During the
first nine months of 1996, the Company has acquired 28 apartment communities
containing a total of 7,096 apartment homes at a total cost of approximately
$294 million.
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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 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.
Number of
Shares Owned and
Selling Shareholder Being Offered
John C. Harmon 559,947
Jeffery W. Kentner 559,947
Thomas J. White, Jr. 559,946
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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 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
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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.
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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............................. 5
Legal Matters.................................... 5
Experts.......................................... 5
1,679,840 Shares
United Dominion
Realty Trust, Inc.
Common Stock
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PROSPECTUS
October 16, 1996
