As filed with the Securities and Exchange Commission on March 24, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UNITED DOMINION REALTY TRUST, INC.
(Exact name of registrant as specified in its charter)
Virginia 54-0857512
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
10 South 6th Street
Richmond, Virginia 23219-3802
(804)780-2691
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
JOHN P. McCANN
President and Chief Executive Officer
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
RANDALL S. PARKS
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
(804) 788-8267
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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<TABLE>
<CAPTION>
<S> <C>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------------
Title of Each Class of Amount Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Securities to be Registered to be Registered Price Per Unit (1) Offering Price (1) Registration Fee
===============================================================================================================================
Common Stock,
$1.00 par value 104,920 shares $14.03125 $1,472,159 $434.29
- --------------------------------------------------------------------------------------------------------------------------------
Rights to Purchase Series C
Junior Participating
Redeemable Preferred 104,920 Rights N/A N/A N/A
Stock, no par value (3)
===============================================================================================================================
(1) Determined pursuant to Rule 457(c).
(2) The Rights will be attached to and trade with the Common Stock.
</TABLE>
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The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until the registration statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
<PAGE>
P R O S P E C T U S
104,920 Shares
United Dominion Realty Trust, Inc.
Common Stock
------------------
This Prospectus relates to 104,920 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. The Shares may be sold
directly by the Selling Shareholders, or by their pledgees, donees, transferees
or other successors in interest, 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 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. 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, 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 $11,434. 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 March
20, 1998, the last reported sale price of the Common Stock on the NYSE was
$14.00 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 , 1998.
<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, 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 New York Stock Exchange, 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. 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, 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 December 31, 1996, filed on January
15, 1997, including the Company's Form 8-K/A filed on March 17, 1997; (vi) the
Company's current report on Form 8-K dated January 21, 1997, filed on January
21, 1997; (vii) 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; (viii) the Company's current report on Form 8-K dated October 21,
1997, filed on November 5, 1997; (ix) the Company's current report on Form 8-K
dated January 27, 1998, filed on February 4, 1998; (x) the Company's current
report on Form 8-K dated February 13, 1998, filed on February 13, 1998; (xi) the
Company's current report on Form 8-K dated February 17, 1998, filed on February
17, 1998; and (xii) 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).
2
<PAGE>
THE COMPANY
United Dominion Realty Trust, Inc. (the "Company"), a Virginia
corporation headquartered in Richmond, Virginia, is a self-administered equity
real estate investment trust, whose business is the ownership and operation of
apartment communities located primarily in the Sunbelt region of the United
States. The Company is a fully integrated real estate company with acquisition,
development and property management capabilities. At December 31, 1997, the
Company's portfolio consisted of 225 apartment communities containing 62,789
apartment homes, four other properties and one parcel of undeveloped land. The
Company's apartment portfolio also included three apartment communities
containing 836 apartment homes under development and two additions to existing
apartment communities that, when completed, will add an additional 228 apartment
homes to its portfolio. Its Common Stock is listed on the NYSE under the symbol
"UDR."
RECENT DEVELOPMENTS
ASR Merger. The Company has entered into an agreement to acquire ASR
Investments Corporation ("ASR") in a statutory merger (the "ASR Merger") for
approximately 8,413,000 shares of Common Stock. ASR is a REIT headquartered in
Tucson, Arizona, and has apartment communities located in the Southwest and
Pacific Northwest. The transaction, which has a value, including debt of ASR to
be acquired in the ASR Merger, of approximately $335 million, is subject to
approval of ASR's stockholders, and if approved is expected to be consummated in
late March of 1998. The ASR Merger is subject to customary closing conditions
and there is no guaranty that the ASR Merger will be consummated.
Acquisitions. During 1997, the Company acquired 28 apartment
communities containing 8,524 apartment homes (net of one resold) at a total cost
of approximately $342 million, including closing costs.
Development Activity. At December 31, 1997, the Company had three
apartment communities (836 apartment homes) under development and two additions
(440 apartment homes, 212 of which were completed) to existing apartment
communities under development.
The development communities are located in Nashville, Tennessee (360
apartment homes), Fort Myers, Florida (260 apartment homes) and Houston, Texas
(216 apartment homes). The two additions are located in Dallas, Texas (260
apartment homes, 212 of which were completed as of December 31, 1997) and
Wilmington, North Carolina (180 apartment homes).
There can be no assurance that these proposed developments and
additions will be completed as planned.
Dispositions. During 1997, the Company sold 12 apartment communities
containing 2,570 apartment homes and one shopping center at an aggregate sales
price of $68.4 million.
Financings. During 1997, the Company completed the following financing
activities: (i) the issuance of 4,000,000 shares of its common stock at $15.75
per share, raising net proceeds of $59.4 million which was used to repay an
unsecured credit facility, (ii) the issuance of $125 million of 7.25% Notes due
January 15, 2007, the net proceeds of which were used to curtail bank debt and
purchase apartment communities, and (iii) the sale of 6,000,000 shares of 8.60%
Series B Redeemable Preferred Stock at $25 per share, netting proceeds of $145.1
million which was primarily used to repay short-term bank debt. In addition, the
Company received approximately $39.7 million of proceeds under its Dividend
Reinvestment and Stock Purchase Plan.
On August 4, 1997, the Company closed on a new $200 million three year
unsecured revolving credit facility (the "Credit Facility"), a $50 million one
year unsecured line of credit (the "Line of Credit") and a $15 million
uncommitted line of credit with a major U.S. financial institution. Under the
Credit Facility, pricing is based upon the higher of the Company's senior
unsecured debt ratings from S&P and Moody's, which are currently BBB+ and Baal,
3
<PAGE>
respectively. The Credit Facility also includes a $100 million competitive bid
option that allows the Company to solicit bids from participating banks at rates
below the contractual rate. The Credit Facility and Line of Credit are subject
to customary financial covenants and limitations.
FASB 128. In the fourth quarter of 1997, the Company adopted Financial
Accounting Standards Board Statement No. 128 "Earnings per Share" ("FASB 128"),
and accordingly, its financial presentation for that period, year end 1997 and
all subsequent periods will include disclosures of basic and diluted earnings
per common share. Basic and diluted earnings per common share computed in
accordance with FASB 128 do not differ materially from net income per common
share as presented for all periods presented in documents incorporated by
reference in the Prospectus.
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 Riverwood
Apartments on June 26, 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. 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. 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 Shareholders Being Offered
-------------------- -------------
Robert Goldman 69,041
Arthur Laub 16,013
Ted B. Jacobson 19,866
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 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. 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.
4
<PAGE>
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, and listing the Shares on the NYSE, estimated to be $11,434 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 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 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 the following: (a) Anderson Mill
Oaks Apartments, Pineloch Apartments, Post Oak Ridge Apartments and Seahawk
Apartments, included in the Company's current report on Form 8-K dated July 1,
1997; (b) Tradewinds Apartments, Trinity Place Apartments and Stoneybrooke
Apartments, included in the Company's current report on Form 8-K dated July 1,
1997; (c) Forest Creek Apartments, Lakeside Apartments, Lotus Landing
Apartments, Mallards of Brandywine Apartments and Orange Oaks Apartments,
included in the Company's current report on Form 8-K dated July 1, 1997; (d)
Waterside at Ironbridge Apartments, included in the Company's current report on
Form 8-K dated October 21, 1997; and (e) Bammelwood Apartments, Braesridge
Apartments, Camino Village Apartments and Pecan Grove Apartments, included in
the Company's current report on Form 8-K dated October 21, 1997, are
incorporated herein in reliance upon the reports dated June 11, 1997, June 25,
1997, August 7, 1997 and November 14, 1997, respectively, of L. P. Martin &
Company, P.C., independent auditors, also incorporated herein by reference, and
upon such authority of such firm as experts in accounting and auditing.
5
<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............................. 2
Incorporation of Certain Documents by Reference . 2
The Company ..................................... 3
Recent Developments ............................. 3
Use of Proceeds ................................. 4
The Selling Shareholders......................... 4
Plan of Distribution............................. 4
Legal Matters.................................... 5
Experts ....................................... 5
======================================================
======================================================
104,920 Shares
United Dominion
Realty Trust, Inc.
Common Stock
PROSPECTUS
, 1998
======================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The estimated expenses in connection with the offering are as follows:
Securities and Exchange Commission registration fee ...... $ 434
Accounting fees and expenses.............................. 5,000
Legal fees and expenses ............................ 5,000
Printing and postage expenses............................. 500
Miscellaneous............................................. 500
TOTAL............................................ $11,434
Item 15. Indemnification of Officers and Directors
Directors and officers of the Company may be indemnified against
liabilities, fines, penalties, and claims imposed upon or asserted against them
as provided in the Virginia Stock Corporation Act and the Articles of
Incorporation. Such indemnification covers all costs and expenses reasonably
incurred by a Director or officer. The Board of Directors, by a majority vote of
a quorum of disinterested Directors or, under certain circumstances, independent
counsel appointed by the Board of Directors, must determine that the Director or
officer seeking indemnification was not guilty of willful misconduct or a
knowing violation of the criminal law. In addition, the Virginia Stock
Corporation Act and the Company's Articles of Incorporation may under certain
circumstances eliminate the liability of Directors and officers in a shareholder
or derivative proceeding.
If the person involved is not a Director or officer of the Company, the
Board of Directors may cause the Company to indemnify to the same extent allowed
for Directors and officers of the Company such person who was or is a party to a
proceeding, by reason of the fact that he is or was an employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise.
Item 16. Exhibits
2(a) -- Agreement and Plan of Merger dated as of December 19, 1997,
between the Company, ASR Investments Corporation and ASR
Acquisition Sub, Inc. (filed as Exhibit 2(a) to the Company's
Form S-4 Registration Statement, filed with the Commission on
January 30, 1998 (File No. 333-45305), and incorporated by
reference herein)
2(b) -- Agreement and Plan of Merger dated as of October 1, 1996,
between the Company, United Sub, Inc. and South West Property
Trust Inc. (filed as Exhibit 2(a) to the Company's Form S-4
Registration Statement, filed with the Commission on October
9, 1996 (File No. 333-13745), and incorporated by reference
herein)
4(a) -- Restated Articles of Incorporation of the Company (filed as
Exhibit 4(b) to the Company's Form S-3 Registration
Statement, filed with the Commission on January 16, 1998
(File No. 333-44463), and incorporated by reference herein)
4(a)(i) -- Amendment of Articles of Incorporation of the Company
(filed as Exhibit 3 to the Company's Form 8-A Registration
Statement dated February 4, 1998 (File No. 1-10524), and
incorporated by reference herein)
4(b) -- 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(c) -- 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(d) -- 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)
4(e) -- Rights Agreement dated as of January 27, 1998, between the
Company and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent (filed as Exhibit 1 to the Company's Form
8-A Registration Statement dated February 4, 1998 (File
No. 1-10524), and incorporated by reference herein)
4(f) -- Form of Rights Certificate (included in Exhibit 4(e))
5 -- Opinion of Hunton & Williams
23(a) -- Consent of Ernst & Young LLP, Richmond, Virginia
23(b) -- Consent of Ernst & Young LLP, Dallas, Texas
23(c) -- Consent of L. P. Martin & Company, P.C.
23(d) -- Consent of Hunton & Williams (included in Exhibit 5)
25 -- Power of Attorney (included on signature page)
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth in
the Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement;
Provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the information
required to be included in a post-effective
amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions of the Virginia Code, the Articles
of Incorporation or By-laws of the registrant or resolutions of the Board of
Directors of the registrant adopted pursuant thereto, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
<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 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 the 24th day of
March, 1998.
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 March 24, 1998. 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 Accounting Officer) and Director
James Dolphin
/s/ Jeff C. Bane Director
- -----------------------------------
Jeff C. Bane
/s/ Barry M. Kornblau Director
- -----------------------------------
Barry M. Kornblau
/s/ Lynne B. Sagalyn Director
- -----------------------------------
Lynne B. Sagalyn
/s/ John S. Schneider Director
- -----------------------------------
John S. Schneider
/s/ C. Harmon Williams, Jr Director
- -----------------------------------
C. Harmon Williams, Jr.
<PAGE>
EXHIBIT INDEX
Exhibit Document
- ------- --------
2(a) -- Agreement and Plan of Merger dated as of December 19, 1997,
between the Company, ASR Investments Corporation and ASR
Acquisition Sub, Inc. (incorporated by reference)
2(b) -- Agreement and Plan of Merger dated as of October 1, 1996,
between the Company, United Sub, Inc. and South West Property
Trust Inc. (incorporated by reference)
4(a) -- Restated Articles of Incoporation of the Company (incorporated
by reference)
4(a)(i) -- Amendment of Articles of Incorporation of the Company
(incorporated by reference)
4(b) -- Restated Bylaws of the Company (incorporated by reference)
4(c) -- Specimen United Dominion Common Stock certificate
(incorporated by reference)
4(d) -- Loan Agreement dated as of November 7, 1991, between the
Company and Aid Association for Lutherans (incorporated by
reference)
4(e) -- Rights Agreement dated as of January 27, 1998, between the
Company and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent (incorporated by reference)
4(f) -- Form of Rights Certificate (included in Exhibit 4(e))
5 -- Opinion of Hunton & Williams
23(a) - Consent of Ernst & Young LLP, Richmond, Virginia
23(b) - Consent of Ernst & Young LLP, Dallas, Texas
23(c) - Consent of L. P. Martin & Company, P.C.
23(d) - Consent of Hunton & Williams (included in Exhibit 5)
</TABLE>
EXHIBIT 5
[LETTERHEAD OF HUNTON & WILLIAMS]
File No.: 27789.1
Direct Dial: (804) 788-8267
March 24, 1998
Board of Directors
United Dominion Realty Trust, Inc.
10 South Sixth Street
Richmond, Virginia 23219
Registration Statement on Form S-3
104,920 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 104,920 additional shares of Common Stock, $1 par value, of the
Company (the "Shares"). The Shares are described in the Registration Statement
on Form S-3 of the Company (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") on March 24, 1998. 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 to the Selling Stockholders, as
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,
/s/ 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-3 No. 333-00000) and related Prospectus of
United Dominion Realty Trust, Inc. for the registration of 104,920 shares of its
common stock 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.
Ernst & Young LLP
Richmond, Virginia
March 18, 1998
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-3 No. 333-00000) and related Prospectus of
United Dominion Realty Trust, Inc. for the registration of 104,920 shares of its
common stock 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.
Ernst & Young LLP
Dallas, Texas
March 18, 1998
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 to our firm under the caption "Experts" in
the Prospectus of United Dominion Realty Trust, Inc. that is made a part of the
Registration Statement (Form S-3) for the registration of 104,920 shares of its
Common Stock and to the incorporation by reference therein of: (a) our reports
dated June 11, 1997, with respect to statements of rental operations of Anderson
Mill Oaks Apartments, Pineloch Apartments, Post Oak Ridge Apartments and Seahawk
Apartments, included in the Current Report of United Dominion Realty Trust, Inc.
on Form 8-K, dated July 1, 1997, filed with the Securities and Exchange
Commission; (b) our reports dated June 25, 1997, with respect to the statements
of rental operations of Tradewinds Apartments, Trinity Place Apartments and
Stoneybrooke Apartments, included in the Current Report of United Dominion
Realty Trust, Inc. on Form 8-K, dated July 1, 1997, filed with the Securities
and Exchange Commission; (c) our reports dated August 7, 1997, with respect to
the statements of rental operations of Forest Creek Apartments, Lakeside
Apartments, Lotus Landing Apartments, Mallards of Brandywine Apartments and
Orange Oaks Apartments, included in the Current Report of United Dominion Realty
Trust, Inc. on Form 8-K, dated July 1, 1997, filed with the Securities and
Exchange Commission; (d) our report dated November 14, 1997, with respect to the
statement of rental operations of Waterside at Ironbridge Apartments, included
in the Current Report of United Dominion Realty Trust, Inc. on Form 8-K, dated
October 21, 1997, filed with the Securities and Exchange Commission; and (e) our
reports dated November 20, 1997, respect to the statements of rental operations
of Bammelwood Apartments, Braesridge Apartments, Camino Village Apartments and
Pecan Grove Apartments, included in the Current Report of United Dominion Realty
Trust, Inc. on Form 8-K, dated October 21, 1997, filed with the Securities and
Exchange Commission.
L.P. Martin & Company, P.C.
Certified Public Accountants
Richmond, Virginia
March 20, 1998
