SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
United Dominion Realty Trust, Inc.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Virginia 54-085752
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(State of incorporation or organization) (IRS employer
identification no.)
10 South Sixth Street, Richmond Virginia 23219-3802
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(Address of principal executive offices) (Zip code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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8.60% Series B Cumulative Redeemable Preferred Stock,
no par value New York Stock Exchange
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
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(Title of class)
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the registrant's 8.60% Series B Cumulative
Redeemable Preferred Stock, no par value, contained under the caption
"Description of Preferred Stock" on pages S-14 through and including S-17 of its
Prospectus Supplement dated May 23, 1997, filed with the Commission pursuant to
Rule 424(b) on May 27, 1997, (File No. 333-27221), and related material
contained under the caption "Description of Capital Stock" on pages 15 through
and including 19 of its Prospectus dated May 22, 1997, filed with the Commission
as part of the registrant's Registration Statement on Form S-3 on May 15, 1997
(File No. 333-27221) are incorporated herein by reference.
ITEM 2. EXHIBITS.
The following exhibits are filed as a part hereof:
I(a) - Restated Articles of Incorporation (filed as Exhibit 4(i)(c) to the
Company's Form S-3 registration statement (File No. 33-64275) filed
with the Commission on November 15, 1995, and incorporated by
reference herein)
I(b) - Amendment to Restated Articles of Incorporation (filed as Exhibit
6(a)(4) to the Company's Form 8-A registration statements dated April
19, 1990, and April 24, 1995 (File No. 1-10524), and incorporated by
reference herein)
I(c) - Amendment of Restated Articles of Incorporation
I(d) - Restated Bylaws (filed as Exhibit 3(b) to the Company's quarterly
report on Form 10-Q for the quarter ended March 31, 1997 (File No.
1-10524), and incorporated by reference herein)
I(e) - Form of Certificate for 8.60% Series B Cumulative Redeemable
Preferred Stock
I(f) - Loan Agreement dated as of November 7, 1991, between the Company and
Aid Association for Lutherans (filed as Exhibit 6(c)(1) to the
Company's Form 8-A registration statement dated April 19, 1990 (File
No. 1-10524), and incorporated by reference herein)
I(g) - Note Purchase Agreement dated as of January 15, 1993, between the
Company 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 the Company's Form 8-A registration statement dated April 19, 1990
(File No. 1-10524), and incorporated by reference herein)
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I(h) - Credit Agreement dated as of December 15, 1994, between the Company
and First Union National Bank of Virginia (filed as Exhibit 6(c)(6)
to the Company's Form 8-A registration statement dated April 19, 1990
(File No. 1-10524), and incorporated by reference herein)
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
UNITED DOMINION REALTY TRUST, INC.
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(Registrant)
By /s/ James Dolphin
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James Dolphin
Executive Vice President
and Chief Financial Officer
Dated: June 10, 1997
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Exhibit I(c)
The corporation's Articles of Incorporation shall be amended to add a
new subsection (b) to Article 3 to read as follows:
(b) 8.60% Series B Cumulative Redeemable Preferred Stock.
(1) Designation and Number. A series of the preferred
stock, designated the "8.60% Series B Cumulative Redeemable
Preferred Stock" (the "Series B Preferred"), is hereby
established. The number of shares of the Series B Preferred
shall be 6,900,000. Such number shall include 400,000 unissued
shares of the series of preferred stock heretofore
established, designated as the 9 1/4% Series A Cumulative
Redeemable Preferred Stock (the "Series A Preferred"), which
are hereby redesignated as 400,000 shares of the Series B
Preferred.
(2) Relative Seniority. In respect of rights to
receive dividends and to participate in distributions or
payments in the event of any liquidation, dissolution or
winding up of the corporation, the Series B Preferred shall
rank in pari passu with the Series A Preferred and senior to
the common stock and any other capital stock of the
corporation ranking, as to dividends and upon liquidation,
junior to the Series A Preferred (collectively, "Junior
Stock").
(3) Dividends. The holders of the then outstanding
Series B Preferred shall be entitled to receive, when and as
declared by the Board of Directors out of any funds legally
available therefor, cumulative preferential cash dividends at
the rate of 8.60% of the liquidation preference of the Series
B Preferred (equivalent to $2.15 per share) per annum, payable
quarterly in arrears in cash on the last day, or the next
succeeding business day, of February, May, August and November
in each year, beginning August 31, 1997 (each such day being
hereinafter called a "Dividend Payment Date" and each period
beginning on the day next following a Dividend Payment Date
and ending on the next following Dividend Payment Date being
hereinafter called a "Dividend Period"), to shareholders of
record at the close of business on the fifteenth day of the
calendar month in which the applicable Dividend Payment Date
falls on or such date as shall be fixed by the Board of
Directors at the time of declaration of the dividend (the
"Dividend Record Date"), which shall be not less than 10 nor
more than 30 days preceding the Dividend Payment Date. The
amount of any dividend payable for the initial Dividend Period
and for any partial Dividend Period shall be computed on the
basis of a 360-day year consisting of twelve 30-day months.
Dividends on the shares of Series B Preferred shall accrue and
be cumulative from and including the date of original issue
thereof, whether or not (i) the corporation has
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earnings, (ii) dividends on such shares are declared or (iii)
on any Dividend Payment Date there shall be funds legally
available for the payment of such dividends. When dividends
are not paid in full upon the shares of Series B Preferred and
the shares of any other series of preferred stock ranking on a
parity as to dividends with the Series B Preferred (or a sum
sufficient for such full payment is not set apart therefor),
all dividends declared upon shares of Series B Preferred and
any other series of preferred stock ranking on a parity as to
dividends with the Series B Preferred shall be declared pro
rata so that the amount of dividends declared per share on the
Series B Preferred and such other series of preferred stock
shall in all cases bear to each other the same ratio that
accrued dividends per share on the shares of Series B
Preferred and such other series of preferred stock bear to
each other.
Except as provided in the immediately preceding
paragraph, unless full cumulative dividends on the Series B
Preferred have been or contemporaneously are declared and paid
or declared and a sum sufficient for the payment thereof set
apart for payment on the Series B Preferred for all past
dividend periods and the then current dividend period, (i) no
dividends shall be declared or paid or set apart for payment
on the preferred stock of the corporation ranking, as to
dividends, on a parity with or junior to the Series B
Preferred for any period, and (ii) no dividends (other than in
Junior Stock) shall be declared or paid or set aside for
payment or other distribution or shall be declared or made
upon the Junior Stock or any other capital stock of the
corporation ranking on a parity with the Series B Preferred as
to dividends or upon liquidation ("Parity Stock"), nor shall
any Junior Stock or any Parity Stock be redeemed, purchased or
otherwise acquired for any consideration (or any moneys be
paid to or made available for a sinking fund for the
redemption of any shares of Junior Stock or Parity Stock) by
the corporation (except by conversion into or exchange for
Junior Stock).
Any dividend payment made on shares of the Series B
Preferred shall first be credited against the earliest accrued
but unpaid dividend due with respect to such shares which
remains payable.
No dividends on shares of Series B Preferred shall be
declared by the Board of Directors of the corporation or paid
or set apart for payment by the corporation at such time as
the terms and provisions of any agreement of the corporation,
including any agreement relating to its indebtedness,
prohibits such declaration, payment or setting apart for
payment or provides that such declaration, payment or setting
apart for payment would constitute a breach thereof or a
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default thereunder, or if such declaration or payment shall be
restricted or prohibited by law.
The amount of any dividends accrued on any shares of
Series B Preferred at any Dividend Payment Date shall be the
amount of any unpaid dividends accumulated thereon, to and
including such Dividend Payment Date, whether or not earned or
declared, and the amount of dividends accrued on any shares of
Series B Preferred at any date other than a Dividend Payment
Date shall be equal to the sum of the amount of any unpaid
dividends accumulated thereon, to and including the last
preceding Dividend Payment Date, whether or not earned or
declared, plus an amount calculated on the basis of the annual
dividend rate for the period after such last preceding
Dividend Payment Date to and including the date as of which
the calculation is made, based on a 360-day year of twelve
30-day months.
Accrued but unpaid dividends on the Series B
Preferred will not bear interest. Holders of the Series B
Preferred will not be entitled to any dividends in excess of
full cumulative dividends as described above.
Except as provided in these Articles, the Series B
Preferred shall not be entitled to participate in the earnings
or assets of the corporation.
(4) Liquidation Rights.
(A) Upon the voluntary or involuntary dissolution,
liquidation or winding up of the corporation, the holders of
shares of the Series B Preferred then outstanding shall be
entitled to receive and to be paid out of the assets of the
corporation legally available for distribution to its
shareholders, before any distribution shall be made to the
holders of common stock or any other capital stock of the
corporation ranking junior to the Series B Preferred upon
liquidation, a liquidation preference of $25.00 per share,
plus accrued and unpaid dividends thereon to the date of
payment.
(B) After the payment to the holders of the shares of
the Series B Preferred of the full liquidation preference
provided for in this paragraph (4), the holders of the Series
B Preferred as such shall have no right or claim to any of the
remaining assets of the corporation.
(C) If, upon any voluntary or involuntary
dissolution, liquidation or winding up of the corporation, the
amounts payable with respect to the liquidation preference of
the shares of the Series B Preferred and any other shares of
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stock of the corporation ranking as to any such distribution
on a parity with the shares of the Series B Preferred are not
paid in full, the holders of the shares of the Series B
Preferred and of such other shares will share ratably in any
such distribution of assets of the corporation in proportion
to the full respective liquidation preferences to which they
are entitled.
(D) Neither the sale, lease, transfer or conveyance
of all or substantially all the property or business of the
corporation, nor the merger or consolidation of the
corporation into or with any other corporation or the merger
or consolidation of any other corporation into or with the
corporation, shall be deemed to be a dissolution, liquidation
or winding up, voluntary or involuntary, for the purposes of
this paragraph (4).
(5) Redemption.
(A) Right of Optional Redemption. The Series B
Preferred is not redeemable prior to May 29, 2007. On and
after May 29, 2007, the corporation may, at its option, redeem
at any time all or, from time to time, part of the Series B
Preferred at a price per share (the "Series B Redemption
Price"), payable in cash, of $25.00, together with all accrued
and unpaid dividends to and including the date fixed for
redemption (the "Series B Redemption Date"), without interest.
In case of redemption of less than all shares of Series B
Preferred at the time outstanding, the shares of Series B
Preferred to be redeemed shall be selected pro rata from the
holders of record of such shares in proportion to the number
of shares of Series B Preferred held by such holders (as
nearly as may be practicable without creating fractional
shares) or by any other equitable method determined by the
corporation.
(B) Procedures for Redemption.
(i) Notice of any redemption will be (a) given by
publication in a newspaper of general circulation in the City
of New York, New York, such publication to be made once a week
for two successive weeks commencing not less than 30 nor more
than 60 days prior to the Series B Redemption Date, and (b)
mailed by the corporation, postage prepaid, not less than 30
nor more than 60 days prior to the Series B Redemption Date,
addressed to the respective holders of record of the Series B
Preferred to be redeemed at their respective addresses as they
appear on the stock transfer records of the corporation. No
failure to give such notice or any defect therein or in the
mailing thereof shall affect the validity of the proceedings
for the redemption of any Series B Preferred except as to the
holder to whom the corporation has failed to give notice or
except as to the holder to whom notice was defective.
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In addition to any information required by law or by the
applicable rules of any exchange upon which Series B Preferred
may be listed or admitted to trading, such notice shall state:
(a) the Series B Redemption Date; (b) the Series B Redemption
Price; (c) the number of shares of Series B Preferred to be
redeemed; (d) the place or places where certificates for such
shares are to be surrendered for payment of the Series B
Redemption Price; and (e) that dividends on the shares to be
redeemed will cease to accumulate on the Series B Redemption
Date. If less than all the shares of Series B Preferred held
by any holder are to be redeemed, the notice mailed to such
holder shall also specify the number of shares of Series B
Preferred held by such holder to be redeemed.
(ii) If notice of redemption of any shares of Series
B Preferred has been published and mailed in accordance with
subparagraph (5)(B)(i) above and provided that on or before
the Series B Redemption Date specified in such notice all
funds necessary for such redemption shall have been
irrevocably set aside by the corporation, separate and apart
from its other funds in trust for the benefit of any holders
of the shares of Series B Preferred so called for redemption,
so as to be, and to continue to be available therefor, then,
from and after the Series B Redemption Date, dividends on such
shares of Series B Preferred shall cease to accrue, and such
shares shall no longer be deemed to be outstanding and shall
not have the status of Series B Preferred and all rights of
the holders thereof as shareholders of the corporation (except
the right to receive the Series B Redemption Price) shall
terminate. Upon surrender, in accordance with said notice, of
the certificates for any shares of Series B Preferred so
redeemed (properly endorsed or assigned for transfer, if the
corporation shall so require and the notice shall so state),
such shares of Series B Preferred shall be redeemed by the
corporation at the Series B Redemption Price. In case less
than all the shares of Series B Preferred represented by any
such certificate are redeemed, a new certificate or
certificates shall be issued representing the unredeemed
shares of Series B Preferred without cost to the holder
thereof.
(iii) The deposit of funds with a bank or trust
company for the purpose of redeeming Series B Preferred shall
be irrevocable except that:
(a) the corporation shall be entitled to
receive from such bank or trust company the interest
or other earnings, if any, earned on any money so
deposited in trust, and the holders of any shares
redeemed shall have no claim to such interest or
other earnings; and
(b) any balance of monies so deposited by
the corporation and unclaimed by the holders of the
Series B Preferred entitled thereto at the expiration
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of two years from the applicable Series B Redemption
Date shall be repaid, together with any interest or
other earnings earned thereon, to the corporation,
and after any such repayment, the holders of the
shares entitled to the funds so repaid to the
corporation shall look only to the corporation for
payment without interest or other earnings.
(C) Limitations on Redemption
(i) The Series B Redemption Price (other than the
portion thereof consisting of accrued and unpaid dividends)
shall be payable solely out of the sale proceeds of other
capital stock of the corporation and from no other source.
(ii) Unless full cumulative dividends on all shares
of Series B Preferred shall have been or contemporaneously are
declared and paid or declared and a sum sufficient for the
payment thereof set apart for payment for all past Dividend
Periods and the then current Dividend Period, no Series B
Preferred shall be redeemed (unless all outstanding shares of
Series B Preferred are simultaneously redeemed) or purchased
or otherwise acquired directly or indirectly (except by
exchange for Junior Stock); PROVIDED, HOWEVER, that the
foregoing shall not prevent the redemption of Series B
Preferred pursuant to Article 4 or the purchase or acquisition
of Series B Preferred pursuant to a purchase or exchange offer
made on the same terms to holders of all outstanding shares of
Series B Preferred.
(D) Rights to Dividends on Shares Called for
Redemption. If the Series B Redemption Date is after a
Dividend Record Date and before the related Dividend Payment
Date, the dividend payable on such Dividend Payment Date shall
be paid to the holder in whose name the shares of Series B
Preferred to be redeemed are registered at the close of
business on such Dividend Record Date notwithstanding the
redemption thereof between such Dividend Record Date and the
related Dividend Payment Date or the corporation's default in
the payment of the dividend due. Except as provided in this
paragraph (5), the corporation will make no payment or
allowance for unpaid dividends, whether or not in arrears, on
called Series B Preferred.
(6) Voting Rights. Except as required by the Virginia
Stock Corporation Act and except as otherwise provided in this
paragraph (6), the holders of the Series B Preferred shall not
be entitled to vote at any meeting of the shareholders for
election of directors or for any other purpose or otherwise to
participate in any action taken by the corporation or the
shareholders thereof, or to receive notice of any meeting of
shareholders.
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(A) Whenever dividends on any shares of Series B
Preferred shall be in arrears for six or more consecutive
quarterly periods, the holders of such shares of Series B
Preferred (voting separately as a class with all other series
of preferred stock upon which like voting rights have been
conferred and are exercisable) will be entitled to vote for
the election of two additional directors of the corporation at
a special meeting called by the holders of record of at least
10% of the Series B Preferred or the holders of any other
series of preferred stock so in arrears (unless such request
is received less than 90 days before the date fixed for the
next annual or special meeting of the shareholders) or at the
next annual meeting of shareholders, and at each subsequent
annual meeting until all dividends accumulated on such shares
of Series B Preferred for the past Dividend Periods and the
then current Dividend Period shall have been fully paid or
declared and a sum sufficient for the payment thereof set
aside for payment. In such case, the entire Board of Directors
of the corporation will be increased by two directors.
(B) So long as any shares of Series B Preferred
remain outstanding, the corporation shall not, without the
affirmative vote of the holders of at least a majority of the
shares of the Series B Preferred outstanding at the time, (i)
authorize or create, or increase the authorized or issued
amount of, any class or series of capital stock ranking prior
to the Series B Preferred with respect to payment of dividends
or the distribution of assets upon liquidation, dissolution or
winding up or reclassify any authorized capital stock of the
corporation into any such shares, or create, authorize or
issue any obligation or security convertible into or
evidencing the right to purchase any such shares; or (ii)
amend, alter or repeal the provisions of these Articles,
whether by merger, consolidation or otherwise, so as to
materially and adversely affect any right, preference,
privilege or voting power of the Series B Preferred or the
holders thereof; PROVIDED, HOWEVER, that any increase in the
amount of the authorized preferred stock or the creation or
issuance of any other series of preferred stock, or any
increase in the amount of authorized shares of such series, in
each case ranking on a parity with or junior to the Series B
Preferred with respect to payment of dividends or the
distribution of assets upon liquidation, dissolution or
winding up, shall not be deemed to materially and adversely
affect such rights, preferences, privileges or voting powers.
(C) The foregoing voting provisions will not apply
if, at or prior to the time when the act with respect to which
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such vote would otherwise be required shall be effected, all
outstanding shares of Series B Preferred shall have been
redeemed or called for redemption upon proper notice and
sufficient funds shall have been deposited in trust to effect
such redemption.
(D) So long as the Series B Preferred is listed or
admitted to trading on The New York Stock Exchange, then
notwithstanding anything to the contrary in these Articles,
including without limitation Article 8, approval by the
holders of at least two-thirds of the outstanding shares of
the Series B Preferred shall be required for adoption of any
amendment of these Articles or of the bylaws of the
corporation that would materially affect the existing terms of
the Series B Preferred.
(7) Conversion of Series B Preferred. The Series B
Preferred is not convertible into or exchangeable for any
other property or securities of the corporation.
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<PAGE>
Exhibit I(e)
[front of certificate]
NUMBER SHARES
INCORPORATED UNDER
THE LAWS OF THE
COMMONWEALTH OF VIRGINIA
8.60% SERIES B
CUMULATIVE REDEEMABLE SEE REVERSE FOR
PREFERRED STOCK CERTAIN DEFINITIONS
THIS CERTIFICATE IS TRANSFERABLE
IN NEW YORK, N.Y. AND RIDGEFIELD PARK, N.J.
CUSIP 910197 30 0
UNITED DOMINION REALTY TRUST, INC.
This certifies that is the owner of fully paid
and non-assessable shares of 8.60% Series B Cumulative Redeemable Preferred
Stock, no par value, in United Dominion Realty Trust, Inc. The holder and every
transferee or assignee of this certificate or shares represented hereby, or of
any interest therein, accepts and agrees to be bound by the provisions of the
Articles of Incorporation of the Company. This certificate and the shares
represented hereby are transferable on the books of the Company by the
registered holder hereof in person or by attorney upon surrender of this
certificate properly endorsed. This certificate is not valid unless
countersigned by the Transfer Agent and registered by the Registrar.
In Witness Whereof, the Company has caused this certificate to be
signed by the facsimile signatures of its President and Secretary.
Dated:
[Facsimile signature] [Facsimile signature]
Secretary President
Countersigned and registered:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
Transfer Agent and Registrar
By
Authorized Signature
<PAGE>
[reverse of certificate]
UNITED DOMINION REALTY TRUST, INC.
Under the Articles of Incorporation of the Company, transfer of the shares
represented hereby may be stopped, and such shares are subject to redemption, in
order to preserve the qualification of the Company as a "real estate investment
trust" under the Internal Revenue Code.
The Company will furnish to the registered holder of this certificate on request
in writing, without charge, the designations, relative rights, preferences and
limitations applicable to each class of authorized shares and the variations in
rights, preferences and limitations determined for each series within a class
(and the authority of the Board of Directors to determine variations for future
series).
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COMM -- as tenants in common UNIF GIFT MIN ACT -- .....Custodian...
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to
survivorship and not as tenants Minors Act
in common
Additional abbreviations may also be used though not on the above list.
For Value Received, _____________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
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_________________________________________________ Shares of Preferred Stock
represented by the within Certificate, and do hereby irrevocably constitute and
appoint _________________________________ Attorney to transfer the said Shares
on the books of the within-named Company with full power of substitution in the
premises.
Dated ___________________________
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NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the Certificate, in every particular, without
alteration or enlargement, or any change whatever.
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