As filed with the Securities and Exchange Commission on May 27, 1998
Registration No. 333-53401
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
Pre-Effective Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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)
KATHERYN E. SURFACE
Senior 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
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. [ ]
---------------
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.
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<PAGE>
P R O S P E C T U S
1,528,089 Shares
United Dominion Realty Trust, Inc.
Common Stock
This Prospectus relates to 1,528,089 shares (the "Offered 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, or by pledgees, donees, transferees or other successors in interest
thereto (the "Selling Shareholders") from time to time. The Offered Shares have
been or may be issued to the Selling Shareholders upon (1) the conversion of
units of limited partnership (the "ASR OP Units") in Heritage Communities, L.P.
(the "ASR OP"), a Delaware limited partnership sponsored by ASR Investments
Corporation, a Maryland corporation ("ASR"), (2) the exercise of options (the
"ASR Options") granted under stock option plans of ASR, and/or (3) the
redemption of units of limited partnership (the "UDR OP Units") in United
Dominion Realty, L.P., a Virginia limited partnership sponsored by the Company,
received in exchange for ASR OP Units. On March 27, 1998, the Company acquired
ASR pursuant to a merger agreement in which the Company agreed to issue Common
Stock upon surrender of ASR OP Units for conversion and upon exercise of ASR
Options in lieu of the ASR Common Stock otherwise then issuable, and to assume
the obligations of ASR to register under the Securities Act of 1933, as amended
(the "Securities Act"), the securities issuable upon conversion of the ASR OP
Units. The Company intends to terminate the ASR OP and to that end is offering
to exchange UDR OP Units for ASR OP Units held by the Selling Shareholders who
are limited partners in the ASR OP. The total number of Offered Shares is the
maximum aggregate number of shares of Common Stock that the holders of ASR OP
Units, ASR Options and/or UDR OP Units exchanged for ASR OP Units may receive
upon conversion of the ASR OP Units, redemption of UDR OP Units exchanged
therefor and exercise of the ASR Options. Registration of the Offered Shares
does not necessarily mean that any of the Offered Shares will be offered or sold
by the Selling Shareholders hereunder.
The Offered Shares may be sold from time to time directly by the
Selling Shareholders 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 Offered 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 Offered Shares may be offered
to or through underwriters, brokers or dealers who may act solely as agents or
who may acquire Offered Shares as principals. The distribution of the Offered
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, 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 Offered Shares if any such underwriters,
brokers, dealers or agents should purchase any Offered 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 Offered Shares by the Selling
Shareholders will be received by the Company. See "Use of Proceeds."
The Company will 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 Offered Shares being
offered by the Selling Shareholders, estimated to be $23,670.14. See "Plan of
Distribution" herein for a description of indemnification arrangements between
the Company and certain Selling Shareholders.
The Common Stock is listed on the NYSE under the symbol "UDR." On May
20, 1998, the last reported sale price of the Common Stock on the NYSE was
$13.8125 per share.
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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.
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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, 1997, filed on March 31, 1998; (ii) the Company's quarterly report
on Form 10-Q for the quarter ended March 31, 1998, filed on May 15, 1998; (iii)
the Company's current report on Form 8-K dated January 27, 1998, filed on
February 4, 1998; (iv) the Company's current report on Form 8-K dated February
13, 1998, filed on February 13, 1998; (v) the Company's current report on Form
8-K dated February 17, 1998, filed on February 17, 1998; (vi) the Company's
current report on Form 8-K dated March 27, 1998, filed on April 13, 1998; and
(vii) 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).
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 ("REIT"), whose business is the ownership and
operation of apartment communities located throughout the country. The Company
is a fully integrated real estate company with acquisition, development and
property management capabilities. At March 31, 1998, the Company's portfolio
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consisted of 264 apartment communities containing 70,057 apartment homes. The
Company's apartment portfolio also included four apartment communities
containing 1,158 apartment homes under development and one addition to an
existing apartment community that, when completed, will add an additional 180
apartment homes to its portfolio. The Company had approximately 2,500 employees
as of March 31, 1998. Its Common Stock is listed on the NYSE under the symbol
"UDR."
The Company operates as a REIT under the applicable provisions of the
Internal Revue Code of 1986, as amended (the "Code"). To qualify, the Company
must meet certain tests which, among other things, require that its assets
consist primarily of real estate, its income be derived primarily from real
estate and at least 95% of its taxable income be distributed to its common
shareholders. Because the Company qualifies as a REIT, it is generally not
subject to federal income taxes.
RECENT DEVELOPMENTS
ASR Merger. Effective as of the close of business on March 27, 1998,
the Company completed the merger (the "Merger") of ASR Investments Corporation
("ASR"), a publicly traded, Tucson-based, multifamily REIT that owned and
operated 39 communities with 7,550 apartment homes. Pursuant to the Merger
Agreement, each share of ASR's common stock was exchanged for 1.575 shares of
the Company's common stock. The merger was structured as a tax-free transaction
and was treated as a purchase for accounting purposes. In connection with the
Merger, the Company acquired primarily real estate assets totaling $313.7
million. Consideration given by the Company included 7,742,839 shares of Common
Stock valued at $14 per share for an aggregate equity value of $108.4 million
plus the assumption of 1,529,990 ASR OP Units valued at $21.4 million. In
addition, the Company assumed, at fair value, mortgage debt totaling $179.4
million and other liabilities of $13.6 million.
Other Acquisitions. During the first quarter of 1998, in addition to
the ASR acquisition, the Company acquired six apartment communities containing
2,076 apartment homes at a total cost of approximately $96 million, including
closing costs.
Development Activity. At March 31, 1998, the Company had four apartment
communities (1,158 apartment homes) under development and one addition (180
apartment homes) to an existing apartment community under development.
The development communities are located in Nashville, Tennessee (360
apartment homes), Fort Myers, Florida (260 apartment homes) Houston, Texas (216
apartment homes), and Phoenix, Arizona (322 apartment homes).
The addition is located in Wilmington, North Carolina.
There can be no assurance that these proposed developments and
additions will be completed as planned.
Dispositions. During the first quarter of 1998, the Company sold five
apartment communities containing 2,406 apartment homes at an aggregate sales
price of $66 million.
Financings. During the first quarter of 1998, the Company entered into
two separate transactions to sell Common Stock to a unit investment trust
("UIT"). A UIT purchases newly issued common shares from a group of
participating REITs and sells units in the UIT to investors. In February 1998,
the Company issued 1.7 million shares of Common Stock at a gross sales price of
$14.31 per share to a UIT. In March 1998, the Company issued 1.1 million shares
of Common Stock at a gross sales price of $14.19 to a second UIT. The net
proceeds from the two UIT sales, aggregating $38.0 million, were used primarily
to curtail bank debt.
The Company sold 945,921 shares of Common Stock and received proceeds
of $12.9 million under its Dividend Reinvestment and Stock Purchase Plan (the
"Plan") during the first quarter of 1998. The proceeds included $9.8 million in
optional cash investments and $3.1 million of reinvested dividends. The Company
expects to generate in excess of $50 million in proceeds from the Plan during
1998.
In 1997, the Company closed on a $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
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<PAGE>
debt ratings from S&P and Moody's, which are currently BBB+ and Baal,
respectively. At these rating levels, contractual interest under the Credit
Facility is LIBOR plus 42 1/2 basis points. 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.
USE OF PROCEEDS
The Company will receive no proceeds from the sale of the Offered
Shares by the Selling Shareholders.
THE SELLING SHAREHOLDERS
The following table provides the name of and the number of Offered
Shares beneficially owned by the Selling Shareholders as of the date of this
Prospectus. One of the Selling Shareholders, Mr. Don W. Winton, formerly
Executive Vice President of ASR, is a Vice President of the Company and in that
capacity is responsible for overseeing the Company's acquisitions in the Pacific
Northwest. No Selling Shareholder other than Mr. Winton has at the date of this
Prospectus any material relationship with the Company or any affiliate of the
Company, or, except as a former employee of ASR, now a subsidiary of the
Company, has had such a relationship with the Company or an affiliate of the
Company within the past three years. No Selling Shareholder owns one percent or
more of the outstanding Common Stock and each Selling Shareholder is offering
all Offered Shares owned by him.
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Shares Beneficially Owned and
Name Offered Hereby
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Earl M. Baldwin 5,476
Manbir Batra MD 2,477
Bernard F. Beckelman 5,000
Robert E. Bender 12,730
Sharon J. Bender 12,730
John Burgess 13,034
John O. Burgess 7,709
Debra Cahoon 26,195
Russel & Debra Cahoon 2,553
Jack E. Chambers 17,991
Ralph F. Chambers 17,991
William Coburn 13,170
John F. Cockburn 4,942
John R. Cockburn 2,431
George & Sandra Cozzetto 9,994
George F. Cozzetto 2,499
Carolyn L. Davidson 2,616
Joseph & Barbara Delaney 6,129
Joseph H. Delaney 6,517
The Estate of James F. Nordstrom 40,735
Charles Fleischmann 7,525
William R. Forney 2,998
James H. Gamrath 7,525
John J. Gisi 4,134
Anne E. Gittinger 76,379
Gary & Vicki Glant 2,499
Gary Glant 2,616
Robert Grenier 2,477
Robert J. Grenier 6,517
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Lewis & Ransom G. Gridley 6,129
William Wesley Higgins 49,962
Raymond L. Horn 2,756
C. Jere Jones 12,222
Walter & Barbara Jones, Trustees 18,646
Walter H. & Barbara B. Jones, Family 4,901
Sandra Kachlein 1,880
Carl W. Lathrop 15,698
A. DeWayn Lervick 1,880
Arne T. Lervick 1,880
John S. Lervick 1,880
Robert O. Lervick 1,880
Robert S. Levy 2,305
Sander M. Levy 2,305
Richard Llinhart 20,155
Carl Lothrop 6,517
Hugh A. MacMillan Jr. M.D. Trust 5,232
Robert Mecklenberg 6,517
John H. Mensher 13,034
John H. Mensher MD 4,956
Frank Mercker 4,096
Kevin McHale 65,175
John McMillan 7,525
Frederick C. Moor 5,243
Michael F. & Irene Mulroy 5,255
Aurthur and Paige Nagel 18,893
Bruce A. Nordstrom 40,375
John N. Nordstrom 81,471
Katherine J. Nordstrom 66,195
Sally A. Nordstrom 40,735
Elmer J. Nordstrom Elected Marital Trust 66,195
Frances W. Nordstrom Testamentry Trust 40,735
Collins F. Oakley 2,469
Laird G. Patterson 2,477
Susan D. Patterson 2,479
Robert W. Randolph MD 2,994
John W. Rankin Trust 32,627
Marianne H. Rankin Trust 25,193
Thomas Alexander Reese, Living Trust 38,121
Robert B. Reynolds 6,129
Bill S. Schnall 9,514
William S. Schnall MD 6,574
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Jack Sikma 65,175
C. Edward Springman 15,887
Michael Swindling 2,499
Michael J. Swindling 2,616
Paul Thomas 3,844
Severt W. Thurston 3,762
Ronald Tokar 7,525
Sherrie T. Tossell 3,762
Peter A. & Carol M. Tuohy 18,791
Harley C. Wahl 2,998
The Wickstrand Revocable Living Trust 4,939
Don W. Winton 301,507
Hsushi Yeh 4,956
Hsushi Yeh 13,034
TOTAL 1,528,089
PLAN OF DISTRIBUTION
The Offered Shares may be sold from time to time directly by the
Selling Shareholders in transactions on the NYSE or in privately negotiated
transactions, including transactions with exchange funds, through the writing of
options on the Offered 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 Offered Shares may be offered to or through underwriters,
brokers or dealers who may act solely as agents, or who may acquire Offered
Shares as principals. The distribution of the Offered 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 Offered Shares if
any such underwriters, brokers, dealers or agents should purchase any Offered
Shares as a principal, may be deemed to be underwriting discounts or commissions
under the Securities Act.
The Company will 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 Offered Shares being
offered by the Selling Shareholders, estimated to be $23,670.14.
The Company has agreed to indemnify each Selling Shareholder who is or
was a holder of ASR OP Units (or UDR OP Units exchanged therefor) 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.
If some or all of the Offered 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 supplements to this Prospectus.
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LEGAL MATTERS
The legality of the Offered 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, 1997 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.
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<TABLE>
<S> <C>
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No one has been authorized to give any
information or to make any representations not
contained in this Prospectus regarding the Company or
the offering made hereby and, if given or made, such
information or representations must not be relied upon 1,528,089 Shares
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 United Dominion
an offer to or solicitation of any person in any Realty Trust, Inc.
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 Common Stock
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 PROSPECTUS
Available Information............................. 2
Incorporation of Certain Documents by Reference . 2
The Company ...................................... 2
Recent Developments .............................. 3
________, 1998
Use of Proceeds .................................. 4
The Selling Shareholders.......................... 4
Plan of Distribution.............................. 6
Legal Matters..................................... 6
Experts ........................................ 7
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====================================================== ======================================================
</TABLE>
<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 ............. $ 6,170.14
Accounting fees and expenses..................................... 10,000.00
Legal fees and expenses ................................... 7,500.00
Printing and postage expenses.................................... 0.00
Miscellaneous.................................................... 0.00
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TOTAL .................................................. $23,670.14
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)
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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)(i) -- Loan Agreement dated as of November 7, 1993, 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. 10524), and incorporated by reference
herein)
4(d)(ii)-- 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(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 (previously filed)
23(a) -- Consent of Ernst & Young LLP
23(b) -- Consent of Hunton & Williams (included in Exhibit 5)
25 -- Power of Attorney (previously filed)
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;
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(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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this pre-effective amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Richmond, Commonwealth of Virginia on the 27th day of
May, 1998.
UNITED DOMINION REALTY TRUST, INC.
By /s/ John P. McCann
--------------------------------
John P. McCann
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
pre-effective amendment to the registration statement has been signed by
the following persons in the capacities indicated on May 27, 1998.
<TABLE>
<CAPTION>
Signature Title & Capacity
--------- ----------------
<S> <C>
/s/ John P. McCann President, Chairman, Chief Executive Officer (Principal
- ----------------------------------------------- Executive Officer) and Director
John P. McCann
Executive Vice President, Chief Financial Officer
/s/ James Dolphin* (Principal Financial Officer) and Director
- -----------------------------------------------
James Dolphin
/s/ Robin R. Flanagan* Principal Accounting Officer
- -----------------------------------------------
Robin R. Flanagan
/s/ Jeff C. Bane* Director
- -----------------------------------------------
Jeff C. Bane
Director
- -----------------------------------------------
R. Toms Dalton, Jr.
Director
- -----------------------------------------------
Jon A. Grove
II-4
<PAGE>
Director
- -----------------------------------------------
Barry M. Kornblau
/s/ H. Franklin Minor* Director
- -----------------------------------------------
H. Franklin Minor
/s/ Lynne B. Sagalyn* Director
- -----------------------------------------------
Lynne B. Sagalyn
Director
- -----------------------------------------------
Mark J. Sandler
Director
- -----------------------------------------------
Robert W. Scharar
/s/ John S. Schneider* Director
- -----------------------------------------------
John S. Schneider
/s/ C. Harmon Williams, Jr.* Director
- -----------------------------------------------
C. Harmon Williams, Jr.
*By: /s/ Katheryn E. Surface
-----------------------------------------------
Katheryn E. Surface
Attorney-in-Fact
</TABLE>
II-5
<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 Incorporation 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)(i) Loan Agreement dated as of November 7, 1993, between the
Company and Aid Association for Lutherans (incorporated by
reference)
4(d)(ii) 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 (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 (previously filed)
23(a) Consent of Ernst & Young LLP
23(b) Consent of Hunton & Williams (included in Exhibit 5)
25 Power of Attorney (previously filed)
II-6
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. 333-53401) and related Prospectus of
United Dominion Realty Trust, Inc. for the registration of 1,528,089 shares of
its common stock and 1,528,089 rights to purchase Series C Junior Participating
Redeemable Preferred Stock and to the incorporation by reference therein of our
report dated January 28, 1998, 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, 1997, filed with the
Securities and Exchange Commission.
Ernst & Young LLP
Richmond, Virginia
May 22, 1998
