As filed with the Securities and Exchange Commission on December 19, 1997
Registration No. 333-______
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
--------------------
UNITED DOMINION REALTY TRUST, INC.
(Exact name of registrant as specified in charter)
Virginia 54-0857512
(State or other jurisdiction of (I.R.S. employer identification number)
incorporation or organization)
10 South 6th Street
Richmond, Virginia 23219-3802
(Address of principal executive office, including zip code)
UNITED DOMINION REALTY TRUST, INC.
1985 STOCK OPTION PLAN
(Full title of the plan)
--------------------
Katheryn E. Surface
Vice President and General Counsel
United Dominion Realty Trust, Inc.
10 South 6th Street, Richmond, Virginia 23219-3802
(804) 780-2691
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
James W. Featherstone, III
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
(804) 788-8267
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share(1) offering price(1) registration fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C>
Common Stock, $1.00
par value 1,800,000 shares $14.125 $25,425,000 $7,704.54
===================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and (h) using the average of the high and low prices
reported on the New York Stock Exchange on December 18, 1997, which was
$14.125.
The prospectus included in this registration statement is a combined prospectus
relating also to registration statement no. 33-47926. This registration
statement also constitutes post-effective amendment No. 1 to registration
statement No. 33-47926 and such post-effective amendment shall hereafter become
effective concurrently with the effectiveness of this registration statement and
in accordance with Section 8(c) of the Securities Act of 1933. This registration
statement and the registration statement amended hereby are collectively
referred to herein as the "Registration Statement."
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
United Dominion Realty Trust, Inc.
This Registration Statement relates to the registration of 1,800,000
additional shares of Common Stock of United Dominion Realty Trust, Inc. (the
"Company") to be issued pursuant to the United Dominion Realty Trust, Inc. 1985
Stock Option Plan (the "Plan"). The Company previously registered 1,200,000
shares of Common Stock in connection with the Plan on its Registration Statement
on Form S-8 (Registration No. 33-47926) (the "Related Registration Statement").
The contents of Registration Statement File No. 33-47926 are hereby
incorporated by reference.
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus related to the shares of Common Stock registered pursuant to this
Registration Statement also relates to the shares of Common Stock registered
pursuant to the Related Registration Statement.
2
<PAGE>
P R O S P E C T U S
309,469 Shares
United Dominion Realty Trust, Inc.
Common Stock
------------
This Prospectus relates to 309,469 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 of the shareholders of the
Company (the "Selling Shareholders") from time to time in transactions on the
New York Stock Exchange (the "NYSE"), in privately negotiated transactions,
through the writing of options on the Shares, or a combination of such methods
of sale, at fixed prices that 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 Selling Shareholders may effect such transactions by
selling the Shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the Selling Shareholders or the purchasers of the Shares for whom such
broker-dealers may act as agent or to whom they sell as principal, or both
(which compensation to a particular broker-dealer might be in excess of
customary commissions). See "The Selling Shareholders" and "Plan of
Distribution."
None of the proceeds of sale of the Shares will be received by the
Company. The Company will bear certain expenses (estimated at $35,000) in
connection with the registration of the Shares under the Securities Act of 1933,
as amended (the "Securities Act"), and the sale of the Shares by the Selling
Shareholders.
The Common Stock is listed on the NYSE under the symbol "UDR." On
December 18, 1997, the last reported sale price of the Common Stock was $14.125
per share.
------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
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 December 19, 1997.
3
<PAGE>
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 and other information with the Securities
and Exchange Commission (the "Commission"). Reports, proxy statements and other
information filed by the Company 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 Offices located at
Suite 1400, Northwestern Atrium Center, 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 at 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.
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, 1996, filed on March 31, 1997; (ii) the Company's quarterly report
on Form 10-Q for the quarter ended March 31, 1997, filed on May 15, 1997; (iii)
the Company's quarterly report on Form 10-Q for the quarter ended June 30, 1997,
filed on August 14, 1997; (iv) the Company's quarterly report on Form 10-Q for
the quarter ended September 30, 1997, filed on November 14, 1997; (v) the
Company's current report on Form 8-K dated August 15, 1996, filed on August 30,
1996; (vi) the Company's current report on Form 8-K dated October 31, 1996,
filed on November 15, 1996; (vii) the Company's current report on Form 8-K dated
December 31, 1996, filed on January 15, 1997, including the Company's Form 8-K/A
filed on March 17, 1997; (viii) the Company's current report on Form 8-K dated
January 21, 1997, filed on January 21, 1997; (ix) the Company's current report
on Form 8-K dated July 1, 1997, filed on July 15, 1997, including the Company's
Form 8-K/A filed on September 15, 1997, (x) the Company's current report on Form
8-K dated October 21, 1997, filed on November 5, 1997; and (xi) the description
of the Company's 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 made
hereby shall be deemed to be incorporated by reference herein.
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 or deemed incorporated by reference in this
Prospectus. Requests for such copies should be directed to United Dominion
Realty Trust, Inc., 10 South 6th Street, Richmond, Virginia 23219-3802,
Attention: Investor Relations (telephone 804/780-2691).
4
<PAGE>
THE COMPANY
The Company, founded in 1972, is a self-administered equity real estate
trust ("REIT") whose business is devoted to one industry segment, the ownership
and operation of apartment communities. At December 12, 1997, the Company owned
62,107 completed apartment homes in 223 apartment communities and had 706
apartment homes under development. In terms of number of apartment homes owned,
the Company is the largest apartment REIT operating in the Sunbelt states from
Delaware to Nevada and the second largest apartment REIT nationwide. The Company
has paid quarterly dividends to its shareholders continuously since its first
full year and has increased Common Stock distributions each year during the past
21 years.
The Company's principal executive offices are located at 10 South 6th
Street, Richmond, Virginia 23219- 3802, and its telephone number is (804)
780-2691.
THE SELLING SHAREHOLDERS
Certain information regarding the Selling Shareholders appears in the
table below. The Shares being offered by each Selling Shareholder are all the
shares of Common Stock received by such Selling Shareholder upon the exercise of
options granted pursuant to the Company's 1985 Stock Option Plan (the "Plan").
Under the Plan, the Compensation Committee of the Board of Directors has the
authority to grant stock options upon such terms as it may consider appropriate
in order to assist the Company in recruiting and retaining directors and key
employees. No Selling Shareholder owns one percent or more of the outstanding
Common Stock.
<TABLE>
<CAPTION>
Number of
Shares of Shares Owned
Common Stock Number of After
Owned Prior to Shares Being Completion of
Selling Shareholder Relationship with the Company the Offering Offered Offering
------------------- ----------------------------- ------------ ------- --------
<S> <C>
John P. McCann Chief Executive Officer and 378,808 148,852 229,956
Chairman of the Board
James Dolphin Executive Vice President, Chief 158,354 68,982 89,372
Financial Officer and Director
Richard A. Giannotti Senior Vice President and Director 80,446 29,196 51,250
of Acquisitions and Development-
Eastern Division
Barry M. Kornblau Senior Vice President and Director 263,060 39,791 223,269
Jerry A. Davis Vice President and Corporate 61,148 13,648 47,500
Controller
Katheryn E. Surface Senior Vice President, General 34,000 9,000 25,000
Counsel and Corporate Secretary
Total 975,816 309,469 666,347
</TABLE>
PLAN OF DISTRIBUTION
The Company has been advised that the Selling Shareholders may sell
Shares from time to time in transactions on the NYSE or in privately negotiated
transactions, 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
5
<PAGE>
of sale, at prices related to such prevailing market prices or at negotiated
prices. The Selling Shareholders may effect such transactions by selling the
Shares to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
Selling Shareholders or the purchasers of the Shares for whom such
broker-dealers may act as agent or to whom they sell as principal, or both
(which compensation to a particular broker-dealer might be in excess of
customary commissions).
The Selling Shareholders and any broker-dealers who act in connection
with the sale of Shares hereunder may be deemed to be "underwriters" as that
term is defined in the Securities Act and any commissions received by them and
profit on any resale of the Shares as principal might be deemed to be
underwriting discounts and commissions under the Securities Act.
The Company will pay all expenses of registration of the Shares under
the Securities Act (estimated at $35,000) for sale by the Selling Shareholders,
other than fees and expenses of counsel or other advisers to any Selling
Shareholder, expenses (including counsel fees) of any broker or underwriter, and
any discount or commission payable to any broker or underwriter in connection
with the sale of any Shares.
LEGAL MATTERS
The legality of the Shares will be passed upon for the Company by
Hunton & Williams, Richmond, Virginia.
EXPERTS
The consolidated financial statements and schedule of the Company
appearing in the annual report (Form 10-K) of United Dominion Realty Trust, Inc.
for the year ended December 31, 1996 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 and
schedule are incorporated herein by reference in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.
The consolidated financial statements of South West Property Trust Inc.
at December 31, 1996 and 1995, and for each of the three years in the period
ended December 31, 1996, appearing in the Company's current report on Form 8-K
dated December 31, 1996, incorporated herein by reference, 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 statements of rental operations of Steeplechase Apartments and
Westland Park Apartments, included in the Company's current report on Form 8-K,
dated October 31, 1996, incorporated herein by reference, have been incorporated
herein in reliance upon the reports respectively dated June 20, 1996 and June
18, 1996 of L.P. Martin & Company, P.C., independent auditors, also incorporated
herein by reference, and upon the authority of such firm as experts in
accounting and auditing.
The combined statement of rental operations of the Properties, included
in the Company's Current Report on Form 8-K, dated August 15, 1996, incorporated
herein by reference, has been incorporated herein in reliance upon the report
dated May 16, 1996, of Dixon, Odom & Co., P.L.L.C., independent public
accountants, also incorporated herein by reference, and upon the authority of
such firm as experts in accounting and auditing.
6
<PAGE>
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.
----------------------
TABLE OF CONTENTS
Page
Available Information...............................4
Incorporation of Certain
Documents by Reference..............................4
The Company.........................................5
The Selling Shareholders............................5
Plan of Distribution................................5
Legal Matters.......................................6
Experts.............................................6
309,469 Shares
United Dominion Realty
Trust, Inc.
Common Stock
PROSPECTUS
December 19, 1997
7
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of 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, 1996, filed on March 31, 1997; (ii) the Company's quarterly report
on Form 10-Q for the quarter ended March 31, 1997, filed on May 15, 1997; (iii)
the Company's quarterly report on Form 10-Q for the quarter ended June 30, 1997,
filed on August 14, 1997; (iv) the Company's quarterly report on Form 10-Q for
the quarter ended September 30, 1997, filed on November 14, 1997; (v) the
Company's current report on Form 8-K dated August 15, 1996, filed on August 30,
1996; (vi) the Company's current report on Form 8-K dated October 31, 1996,
filed on November 15, 1996; (vii) the Company's current report on Form 8-K dated
December 31, 1996, filed on January 15, 1997, including the Company's Form 8-K/A
filed on March 17, 1997; (viii) the Company's current report on Form 8-K dated
January 21, 1997, filed on January 21, 1997, (ix) the Company's current report
on Form 8-K dated July 1, 1997, filed on July 15, 1997, including the Company's
Form 8-K/A filed on September 15, 1997, (x) the Company's current report on Form
8-K dated October 21, 1997, filed on November 5, 1997; and (xi) the description
of the Company's 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 made
hereby shall be deemed to be incorporated by reference herein.
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.
A copy of the Company's annual report to shareholders for 1996 is
delivered herewith. Copies of all reports, proxy statements and other
communications distributed to shareholders will be delivered to all Plan
participants who do not otherwise receive them, no later than the times they are
sent to shareholders. The Company will provide on written or oral request and
without charge to each person to whom this Prospectus is delivered a copy of the
Plan and a copy (without exhibits) of any or all documents incorporated by
reference or deemed incorporated by reference herein. Requests for such copies
should be directed to United Dominion Realty Trust, Inc., 10 South 6th Street,
Richmond, Virginia 23219-3802, Attention: Investor Relations (telephone
804/780-2691, fax 804/788-4607).
II-1
<PAGE>
Item 8. Exhibits.
4(a) -- Restated Articles of Incorporation of the Company
(filed as Exhibit 4(i)(c) to the Company's Form S-3
Registration Statement (registration No. 33-64275)
filed with the Commission on November 15, 1995, and
incorporated by reference herein)
4(b) -- Amendment to Restated Articles of Incorporation of
the Company (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)
4(c) -- Amendment to the Restated Articles of Incorporation
of the Company (filed as Exhibit i(c) to the
Company's Form 8-A registration statement dated June
11, 1997 (File No. 1- 10524), and incorporated by
reference herein)
4(d) -- Restated Bylaws of the Company (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)
4(e) -- Specimen United Dominion Common Stock certificate
(filed as Exhibit 4(i) to the Company's Annual Report
on Form 10-K for the year ended December 31, 1993
(File No. 1-10524), and incorporated by reference
herein)
4(f) -- 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)
4(g) -- 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)
4(h) -- Three Year Credit Agreement dated as of August 4,
1997, between the Company, United Dominion Realty,
L.P., and other subsidiaries and affiliates of the
Company, the Lenders named therein and NationsBank,
N.A., as Administrative Agent (filed as Exhibit
A(ii)(g) to the Company's Form 10-Q for the quarter
ended September 30, 1997 (File No. 1- 10524), and
incorporated by reference herein).
4(i) -- 364 Day Credit Agreement dated as of August 4, 1997,
between the Company, United Dominion Realty, L.P.,
and other subsidiaries and affiliates of the Company,
the Lenders named therein and NationsBank, N.A., as
Administrative Agent (filed as Exhibit A(ii)(h) to
the Company's Form 10-Q for the quarter ended
September 30, 1997 (File No. 1- 10524), and
incorporated by reference herein).
5 - Opinion of Hunton & Williams
23(a) - Consent of Ernst & Young, Richmond, Virginia
23(b) - Consent of Ernst & Young, Dallas, Texas
II-2
<PAGE>
23(c) - Consent of L. P. Martin & Company, P.C.
23(d) - Consent of Dixon, Odom & Co., P.L.L.C.
23(e) - Consent of Hunton & Williams (included in Exhibit 5)
25 - Power of Attorney (included on signature page)
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Richmond, Commonwealth of Virginia, on December
19, 1997.
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
registration statement has been signed by the following persons in the
capacities indicated on December 19, 1997. Each of the undersigned officers and
directors of the registrant hereby constitutes John P. McCann, James Dolphin and
Katheryn E. Surface, any of whom may act, his true and lawful attorneys-in-fact
with full power to sign for him and in his name in the capacities indicated
below and to file any and all amendments to the registration statement filed
herewith, making such changes in the registration statement as the registrant
deems appropriate, and generally to do all such things in his name and behalf in
his capacity as an officer and director to enable the registrant to comply with
the provisions of the Securities Act of 1933 and all requirements of the
Securities and Exchange Commission.
<TABLE>
<CAPTION>
Signature Title & Capacity
--------- ----------------
<S> <C>
/s/ John P. McCann President, Chairman, Chief Executive Officer
- ------------------------------ (Principal Executive Officer) and Director
John P. McCann
/s/ James Dolphin* Executive Vice President, Chief Financial Officer
- ------------------------------ (Principal Financial Officer) and Director
James Dolphin
/s/ Jerry A. Davis* Vice President and Corporate Controller
- ------------------------------ (Principal Accounting Officer)
Jerry A. Davis
/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
</TABLE>
II-3
<TABLE>
<S> <C>
/s/ Lynne B. Sagalyn* Director
- ------------------------------
Lynne B. Sagalyn
/s/ Mark J. Sandler* Director
- ------------------------------
Mark J. Sandler
/s/ Robert W. Scharar* Director
- ------------------------------
Robert W. Scharar
/s/ John S. Schneider* Director
- ------------------------------
John S. Schneider
/s/ C. Harmon Williams, Jr.* Director
- ------------------------------
C. Harmon Williams, Jr.
By:/s/ John P. McCann
- ------------------------------
John P. McCann
(Attorney-in-Fact for persons indicated*)
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Document Numbered Page
- ------- -------- -------------
<S> <C>
5 - Opinion of Hunton & Williams
23(a) - Consent of Ernst & Young, Richmond, Virginia
23(b) - Consent of Ernst & Young, Dallas, Texas
23(c) - Consent of L. P. Martin & Company, P.C.
23(d) - Consent of Dixon, Odom & Co., P.L.L.C.
23(e) - Consent of Hunton & Williams (included in Exhibit 5)
</TABLE>
EXHIBIT 5
File No.: 27789.161
Direct Dial: (804) 788-8267
December 19, 1997
Board of Directors
United Dominion Realty Trust, Inc.
10 South Sixth Street
Richmond, Virginia 23219
Registration Statement on Form S-8
1,800,000 Shares of Common Stock
Gentlemen:
We are acting as counsel for United Dominion Realty Trust, Inc. (the
"Company") in connection with the registration under the Securities Act of 1933,
as amended, of 1,800,000 additional shares of Common Stock, $1 par value, of the
Company (the "Shares"). The Shares are described in the Registration Statement
on Form S-8 of the Company (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") on December 19, 1997. In
connection with the filing of the Registration Statement, you have requested our
opinion concerning certain corporate matters.
We are of the opinion that:
1. The Company is a corporation duly organized and validly existing
under the laws of the Commonwealth of Virginia.
2. When the Shares have been issued pursuant to the 1985 Stock Option
Plan of the Company described in the Registration Statement, the Shares will be
legally issued, fully paid and nonassessable.
We consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and to the references to us in the
Prospectus included therein.
Very truly yours,
HUNTON & WILLIAMS
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-8, No. 333-0000) pertaining to the 1985 Stock
Option Plan of United Dominion Realty Trust, Inc. and to the incorporation by
reference therein of our report dated March 5, 1997, with respect to the
consolidated financial statements and schedule of United Dominion Realty Trust,
Inc. included in its Annual Report (Form 10-K) for the year ended December 31,
1996, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Richmond, Virginia
December 18, 1997
EXHIBIT 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-8, No. 333-0000) pertaining to the 1985 Stock
Option Plan of United Dominion Realty Trust, Inc. and to the incorporation by
reference therein of our report dated March 4, 1997, with respect to the
consolidated financial statements of South West Property Trust Inc. included in
United Dominion Realty Trust, Inc.'s Current Report (Form 8-K/A No. 1) dated
March 17, 1997, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Dallas, Texas
December 18, 1997
EXHIBIT 23(c)
[LETTERHEAD]
L.P. MARTIN & COMPANY
A Professional Corporation
Certified Public Accountants
4132 Innslake Drive
Glen Allen, Virginia 23060
Phone (804) 348-2626
Fax (804) 346-9311
CONSENT OF L.P. MARTIN & COMPANY, P.C., INDEPENDENT AUDITORS
We consent to the reference of our firm under the caption "Experts" in
the Registration Statement and related Prospectus (Form S-8) pertaining to the
United Dominion Realty Trust, Inc. 1985 Stock Option Plan and to the
incorporation by reference therein of our report dated June 18, 1996 with
respect to the statement of rental operations of Westland Park Apartments and
our report dated June 20, 1996 with respect to the statement of rental
operations of Steeplechase Apartments, included in United Dominion Realty
Trust's Current Report on Form 8-K dated October 31, 1996 for the year ended
December 31, 1995, filed with the Securities and Exchange Commission.
/s/ L. P. Martin & Company, P.C.
L.P. Martin & Company, P.C.
Certified Public Accountants
Richmond, Virginia
December 15, 1997
EXHIBIT 23(d)
[LETTERHEAD]
DIXON, ODOM & CO., P.L.L.C.
Certified Public Accountants
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement and related Prospectus (Form S-8) pertaining to the
United Dominion Realty Trust, Inc. 1985 Stock Option Plan and to the
incorporation by reference therein of our report dated May 16, 1996, with
respect to the combined statement of rental operations of the Properties
included in its Current Report on Form 8-K dated August 15, 1996, filed with the
Securities and Exchange Commission.
/s/ Dixon, Odom & Co., P.L.L.C.
Dixon, Odom & Co., P.L.L.C.
Greensboro, North Carolina
December 15, 1997
