Filed pursuant to Rule 424(b)(3)
Registration No. 333-45305
[UNITED DOMINION REALTY TRUST LOGO]
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
PROSPECTUS DATED JULY 10, 1998
PROSPECTUS
UNITED DOMINION REALTY TRUST, INC.
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
Pursuant to its revised Dividend Reinvestment and Stock Purchase Plan (the
"Plan"), United Dominion Realty Trust, Inc. (the "Company") hereby offers to
holders of its Common Stock, $1 par value ("Common Stock"), 9 1/4% Series A
Cumulative Redeemable Preferred Stock ("Series A Preferred Stock")and 8.60%
Series B Cumulative Redeemable Preferred Stock ("Series B Preferred Stock," and
together with the Series A Preferred Stock, "Preferred Stock") the opportunity
to purchase, through reinvestment of dividends or by additional cash payments,
additional shares of Common Stock, on the terms, subject to the conditions and
at the prices herein stated.
Dividends reinvested will be applied to the purchase of shares of Common
Stock at 95% of Average Market Value (as defined in "Purchases and Price of
Shares"). Participants may make additional optional cash payments of not less
than $50 and not more than $25,000 per quarter; such payments will be applied to
the purchase of shares at Average Market Value.
This Prospectus relates to 14,000,000 shares of Common Stock that have been
registered for sale under the Plan. Please retain this Prospectus for future
reference.
The executive offices of the Company are located at 10 South Sixth Street,
Richmond, Virginia 23219-3802, its telephone number is (804) 780-2691 and its
E-mail address is [email protected].
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 July 10, l998.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and files reports, proxy statements
and other information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements, and other information concerning 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 in New York (Suite 1300, 7 World Trade
Center, New York, New York 10048) and Chicago (Suite 1400, 500 West Madison
Street, Chicago, Illinois 60661), and can also be inspected and copied at the
offices of the New York Stock Exchange (the "NYSE") at 20 Broad Street, New
York, New York 10005. Copies of such material can be obtained by mail from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. 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 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 Proxy Statement/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; (vii) the Company's Current Report on Form 8-K dated June 9, 1998 filed on
June 24, 1998; and (viii) the description of the Common Stock contained in the
Company's registration statement on Form 8-A dated April 19, 1990, filed under
the Exchange Act, including any amendment or reports filed for the purpose of
updating such description.
Anyone receiving a copy of this Prospectus may obtain, without charge, a
copy of any of the documents incorporated by reference, except for the exhibits,
if any, to those documents. Mail or fax your request to United Dominion Realty
Trust, Inc., 10 South Sixth Street, Richmond, Virginia 23219-3802, Attention:
Investor Relations, fax number (804) 788-4607, or call (804) 780-2691.
THE COMPANY
The Company, founded in 1972, is a Virginia corporation that owns and
operates income producing real estate, primarily apartments located within the
Sunbelt region of the United States. The Company is operated in a manner
intended to enable it to qualify as a real estate investment trust (a "REIT")
under the Internal Revenue Code of 1986, as amended (the "Code").
THE PLAN
The Plan provides you with a simple and convenient way to invest your cash
dividends in additional shares of Common Stock. As a participant in the Plan,
you may purchase shares at 95% of Average Market Value, as defined below under
"Purchases and Price of Shares", with reinvested dividends. You may also invest
additional cash, making payments of not less than $50 or more than $25,000 per
quarter, to purchase shares at Average Market Value. You receive free custodial
service for the shares you hold through the Plan.
Shares for the Plan will be purchased directly from the Company. Such shares
will be previously unissued shares and will provide the Company with funds for
general corporate purposes.
ELIGIBILITY
Holders of record of Common and Preferred Stock are eligible to participate
in the Plan with respect to any whole number of their shares. If your shares are
held of record by a broker or nominee and you want to participate in the Plan,
you must make appropriate arrangements with your broker or nominee.
The Company may refuse participation in the Plan to shareholders residing in
jurisdictions where shares offered pursuant to the Plan are neither registered
under applicable securities laws or exempt from registration.
ADMINISTRATION
Chase Mellon Shareholder Services, L.L.C. ("Chase Mellon"), Pittsburgh,
Pennsylvania, is the Administrator of the Plan. The Plan Administrator holds
certificates for shares held in your Plan account, keeps records and sends
statements of your account to you. Shares of Common Stock purchased under the
Plan are registered in the name of Chase Mellon or its nominee, as agent, and
credited to the accounts of participants.
ENROLLMENT
You may join the Plan by signing the enrollment card enclosed with this
Prospectus and returning it to the Company.
Your participation in the Plan will begin with the first dividend payment
after your signed card is received, provided your card is received on or before
the record date established for that dividend. Record dates for Common Stock
dividends are ordinarily on or about the 15th day of January, April, July and
October; record dates for Series A Preferred Stock dividends are ordinarily on
or about the first day of January, April, July and October; and record dates for
Series B Preferred Stock dividends are ordinarily on or about the 15th day of
February, May, August and November. If your enrollment card is received after
the record date for any dividend and before payment of that dividend, that
dividend will be paid to you in cash and reinvestment of your dividends will not
begin until the next dividend payment date.
COSTS
Participants in the Plan pay no service charges or other fees for purchases
made under the Plan. All costs of administration of the Plan are paid by the
Company. If you terminate participation in the Plan or ask that your Plan shares
be sold, you will pay certain charges as explained in "Termination of
Participation" below.
PURCHASES AND PRICE OF SHARES
Common and Preferred Stock dividends, as well as any additional cash
payments, will be invested on the date on which Common Stock dividends are paid
each quarter (the "Investment Date"). Payment dates for Common Stock dividends
are ordinarily on or about the last business day of January, April, July and
October. Payment dates for Series A Preferred Stock dividends are the 15th day
(or the next following business day if any such payment date is not a business
day) of each January, April, July and October. Payment dates for Series B
Preferred Stock dividends are the last day (or the next following business day
if any such payment date is not a business day) of each February, May, August
and November. Preferred Stock dividends will be held by the Company, without
interest, until the Investment Date next following the date on which such
dividends are paid and will then be invested. You become an owner of shares
purchased under the Plan as of the Investment Date.
REINVESTED DIVIDENDS. You may elect dividend reinvestment with respect to
any whole number of shares of Common and/or Preferred Stock registered in your
name on the records of the Company. Specify on the enrollment card the number of
shares for which you want dividends reinvested. Dividends on all shares
purchased pursuant to the Plan will be automatically reinvested. The number of
shares purchased for you as a participant in the Plan depends on the amount of
your dividends to be reinvested (less any required withholding tax) and the
purchase price of the Common Stock. Your account will be credited with the
number of shares, including fractions computed to four decimal places, equal to
the total amount invested divided by the purchase price per share.
Shares of Common Stock will be purchased for participants from the Company
at a price per share equal to 95% of the Average Market Value of the Common
Stock, which is the GREATER of (i) the average of the high and low sale prices
of the Company's Common Stock on the NYSE on the Investment Date (or, if that is
not a trading day, the next following trading day), or (ii) the average reported
closing sale price (but not greater than 105% of (i) above) on the NYSE for the
10 trading days prior to the Investment Date. No shares will be purchased under
the Plan at less than their par value ($1.00 per share).
OPTIONAL CASH PURCHASES. As a Plan participant, you may make additional cash
payments for the purchase of Common Stock. You may make additional cash payments
regardless of whether you elect dividend reinvestment. Payments must be at least
$50 and not more than $25,000 per quarter. You are not obligated to make any
cash payments, and if you choose to do so, you need not pay the same amount each
quarter. The price of shares purchased with additional cash payments will be the
Average Market Value of such shares.
Cash payments must be received at least five business days before an
Investment Date in order to be used to purchase shares on that Investment Date.
Cash payments received fewer than five business days before an Investment Date
will be held, without interest, until the next Investment Date. Any payments not
yet invested will be refunded on written request therefor received by the Plan
Administrator not later than five business days before the next Investment Date.
You may make cash purchases when you join the Plan by enclosing a check or
money order payable to the Company with the enrollment card. After you are
enrolled, please use the form provided with your account statement when you make
cash purchases.
DIVIDENDS ON SHARES HELD IN PLAN
Dividends paid on shares held in the Plan (less any required withholding
tax) will be credited to your Plan account. Dividends are paid on both full and
fractional shares held in your account and are automatically reinvested.
ACCOUNT STATEMENTS
You will receive a statement of your account as soon as practicable after
each Investment Date. The statements will contain a report of all transactions
since the last statement, including information with respect to the number of
shares allocated to your account, the amount of dividends received which are
allocable to you, the amount of Common Stock purchased therewith and the price
paid. These statements are your continuing record of the cost of your purchase
and should be retained for income tax purposes.
CERTIFICATES FOR SHARES
The certificates for shares purchased for your account will be held in the
name of the Plan Administrator or its nominee. The number of shares purchased
will be shown on your statement of account. This feature permits ownership of
fractional shares, protects against loss, theft or destruction of stock
certificates, and reduces the costs of the Plan.
Certificates for any number of whole shares credited to your account will be
issued in your name upon your written request to the Plan Administrator.
Certificates for fractional shares will not be issued. Should you want your
certificates issued in a different name, you must notify the Plan Administrator
in writing and comply with applicable transfer requirements. If you wish to sell
any whole shares credited to your account under the Plan, you will have the
option of either (i) receiving a certificate for such whole number of shares or
(ii) requesting that such shares held in your account be sold, in which case the
shares will be sold on the open market as soon as practicable. Brokerage
commissions on such sales will not be paid by the Company, and will be deducted
from the sales proceeds. See "Termination of Participation." If you wish to
pledge shares credited to your account, you must first have the certificate for
those shares issued in your name.
TERMINATION OF PARTICIPATION
You may discontinue reinvestment of dividends under the Plan with respect to
any of your shares (other than shares held for your account in the Plan) at any
time by notifying the Plan Administrator in writing. A notice of termination
with respect to any shares which is received by the Plan Administrator after the
record date for payment of dividends on such shares will not be effective until
the next following dividend payment record date for shares of the same class.
If you notify the Plan Administrator of your termination of participation in
the Plan with respect to all of your shares (including shares held for your
account in the Plan), or if your participation in the Plan is terminated by the
Company, you may elect either (i) to receive a certificate for whole shares
credited to your account under the Plan or (ii) to request that any shares held
in your account be sold, in which case the shares will be sold on the open
market as soon as practicable. In either case you will be sent a check
representing the value of any fractional share computed on the basis of the
average of the high and low sale prices of the Common Stock on the NYSE on the
date your account is terminated. Brokerage commissions on sales will not be paid
by the Company, and will be deducted from the sales proceeds. In addition, if
you terminate participation in the Plan with respect to all of your shares, you
will be subject to a $5.00 service charge imposed by the Plan Administrator,
which will not be paid by the Company.
If the Company terminates the Plan, you will receive a certificate for the
number of whole shares credited to your account under the Plan and a check for
the value of any fractional share (computed as described in the preceding
paragraph).
If a participant moves his or her residence to a jurisdiction where shares
offered pursuant to the Plan are neither registered nor exempt from registration
under applicable securities laws, the Company may deem the participant to have
terminated participation in the Plan.
SUSPENSION, AMENDMENT AND TERMINATION OF PLAN
The Board of Directors of the Company may suspend the Plan without prior
notice to participants at any time and from time to time if the Board determines
that the Average Market Value of the Common Stock is at a level making sales of
shares pursuant to the Plan disadvantageous to the Company. Such determination
may be based on any factor or factors deemed appropriate by the Board, including
but not limited to inability of the Company to invest the proceeds of sale of
Plan shares at a rate of return exceeding the cost to the Company of such
shares. Unless sooner terminated or extended by the Board, suspension of the
Plan will terminate on the record date for payment of Preferred Stock dividends
that immediately precedes the second Investment Date following its initiation or
extension. Dividends that would otherwise be invested during a period of
suspension will be paid to participants in cash and cash payments received
during a period of suspension will be refunded, without interest.
The Board of Directors may also amend or terminate the Plan at any time,
provided that no amendment made between a payment date for dividends on
participating shares and the record date therefor may modify the terms of
investment of such dividends on such dividend payment date. You will be notified
if the Plan is terminated or materially amended. The Company may also terminate
any participant's participation in the Plan at any time by notice to such
participant if continued participation will, in the opinion of the Board of
Directors, jeopardize the status of the Company as a REIT under the Code.
VOTING OF SHARES HELD UNDER THE PLAN
You will be able to vote all shares of Common Stock (including fractional
shares) credited to your account under the Plan at the same time that you vote
the shares registered in your name on the records of the Company.
STOCK DIVIDENDS, STOCK SPLITS AND RIGHTS OFFERINGS
Any stock dividends or splits distributed by the Company in respect of
shares held in the Plan for you will be credited to your Plan account. If the
Company issues to its shareholders rights to subscribe to additional shares,
such rights will be issued to you based on your total share holdings, including
shares held in your Plan account.
RESPONSIBILITY OF THE PLAN ADMINISTRATOR AND THE COMPANY UNDER THE PLAN
The Plan Administrator will not be liable for any claim based on an act done
in good faith or a good faith omission to act. This includes, without
limitation, any claim of liability arising out of failure to terminate a
participant's participation in the Plan upon such participant's death, the
prices at which shares are purchased, the times when purchases are made, or
fluctuations in the market price of Common Stock.
All notices from the Plan Administrator to a participant will be mailed to
the participant at his or her last address of record with the Plan
Administrator, which will satisfy the Plan Administrator's duty to give notice.
Participants must promptly notify the Plan Administrator of any change in
address.
YOU SHOULD RECOGNIZE THAT NEITHER THE COMPANY NOR THE PLAN ADMINISTRATOR CAN
PROVIDE ANY ASSURANCE OF A PROFIT OR PROTECTION AGAINST LOSS ON ANY SHARES
PURCHASED UNDER THE PLAN.
INTERPRETATION AND REGULATION OF THE PLAN
The Company reserves the right, without notice to participants, to interpret
and regulate the Plan as it deems necessary or desirable in connection with its
operation. Any such interpretation and regulation shall be conclusive.
FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN
The following discussion summarizes the principal federal income tax
consequences, under current law, of participation in the Plan. It does not
address all potentially relevant federal income tax matters, including
consequences peculiar to persons subject to special provisions of federal income
tax law (such as tax-exempt organizations, insurance companies, financial
institutions, broker-dealers and foreign persons). The discussion is based on
various rulings of the Internal Revenue Service regarding several types of
dividend reinvestment plans. No ruling, however, has been issued or requested
regarding the Plan. THE FOLLOWING DISCUSSION IS FOR YOUR GENERAL INFORMATION
ONLY, AND YOU MUST CONSULT YOUR OWN TAX ADVISOR TO DETERMINE THE PARTICULAR TAX
CONSEQUENCES (INCLUDING THE EFFECTS OF ANY CHANGES IN LAW) THAT MAY RESULT FROM
YOUR PARTICIPATION IN THE PLAN AND THE DISPOSITION OF ANY SHARES PURCHASED
PURSUANT TO THE PLAN.
REINVESTED DIVIDENDS. When your dividends are reinvested to acquire shares
of Common Stock (including any fractional share), you will be treated as having
received a distribution in the amount of the average of the high and low sales
prices of the Common Stock on the NYSE on the Investment Date (the "Tax FMV")
multiplied by the number of shares of Common Stock (including any fractional
share) purchased. Thus, for example, if $95 of your dividends are reinvested to
purchase shares of Common Stock under the Plan having a Tax FMV of $100, you
will be treated as having received a $100 distribution for federal income tax
purposes. The amount treated as a distribution to you will constitute a dividend
for federal income tax purposes to the same extent as a cash distribution and
the initial tax basis of shares you acquire with reinvested dividends will equal
the Tax FMV of such shares.
The holding period for shares acquired with reinvested dividends will begin
the day after the Investment Date. A whole share resulting from the acquisition
of two or more fractional shares on different Investment Dates will have a split
holding period, with the holding period for each fractional component beginning
the day after the Investment Date when the fraction was acquired.
OPTIONAL CASH PAYMENTS. Your initial tax basis in shares acquired with an
optional cash payment will be the Average Market Value of such shares and the
holding period for such shares will begin the day after the Investment Date on
which such shares are purchased. A share consisting of fractional shares
purchased on different Investment Dates will have a split holding period, with
the holding period for each fractional component beginning the day after the
Investment Date on which it was purchased.
RECEIPT OF SHARE CERTIFICATES AND CASH. You will not realize any income when
you receive certificates for whole shares credited to your account under the
Plan. Any cash received for a fractional share held in your account will be
treated as an amount realized on the sale of the fractional share. You therefore
will recognize gain or loss equal to any difference between the amount of cash
received for a fractional share and your tax basis in the fractional share.
Similarly, if the Plan Administrator sells your shares pursuant to your request
upon termination of your participation in the Plan, you will recognize gain or
loss equal to the difference between the amount you realize on the sale and your
tax basis in the shares. Gain or loss recognized on a sale of shares (including
a fractional share) from your account generally will be capital gain or loss if
you hold your Plan shares as capital assets.
INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY
Directors and officers of the Company shall be indemnified against
liabilities, fines, penalties, and claims imposed upon or asserted against them,
except for matters as to which they are liable because of willful misconduct or
a knowing violation of the criminal law, as provided in the Company's Articles
of Incorporation and the Virginia Stock Corporation Act. This indemnification
covers all costs and expenses reasonably incurred by a director or officer. 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.
Insofar as indemnification for liabilities arising under the Securities Act
of l933 (the "Securities Act") may be permitted to directors, officers, or
controlling persons of the Company pursuant to the foregoing provisions, the
Company has been informed 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 is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company 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.
EXPERTS
The consolidated financial statements of the Company included in its
annual report on Form 10-K 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 are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
ADDRESS OF THE PLAN ADMINISTRATOR
Optional cash payments, changes in name or address, notices of termination
and requests for refunds of payments to purchase shares, certificates or the
sale of shares held in the Plan should be directed to United Dominion Realty
Trust, Inc., Dividend Reinvestment and Stock Purchase Plan, Chase Mellon
Shareholder Services, L.L.C., P.O. Box 750, Pittsburgh, Pennsylvania 15230-9933.
INQUIRIES REGARDING THE PLAN
Please address questions about the Plan and your participation to United
Dominion Realty Trust, Inc., 10 South Sixth Street, Richmond, Virginia
23219-3802, Attention: Investor Relations, fax number (804) 788-4607, or call
(804) 780-2691.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
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 A SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE SECURITIES 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 DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL CREATE AN IMPLICATION THAT
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF.
TO JOIN THE PLAN:
(l) Complete this card. Be sure to include your social security or tax
identification number and signature.
(2) Staple or tape the card closed so that your signature is enclosed.
UNITED DOMINION REALTY TRUST, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN ENROLLMENT CARD
I hereby appoint Chase Mellon Shareholder Services, L.L.C. (or any successor)
as my agent to receive cash dividends that may hereafter become payable to me on
shares of Common Stock and/or 9 1/4% Series A Cumulative Redeemable Preferred
Stock and/or 8.60% Series B Cumulative Redeemable Preferred Stock of United
Dominion Realty Trust, Inc. registered in my name as set forth below, and
authorize Chase Mellon Shareholder Services, L.L.C., to apply such dividends,
and/or any optional cash payments I may properly make, to the purchase of full
shares and fractional interests in shares of the Company's Common Stock.
I understand that the purchases will be made under the terms and conditions
of the Dividend Reinvestment and Stock Purchase Plan as described in the
Prospectus and that I may revoke this authorization at any time by notifying
Chase Mellon Shareholder Services, L.L.C., in writing, of my desire to terminate
my participation.
Please indicate your participation below: Return this card only if you
wish to participate in the
Plan
Full dividend reinvestment on all shares of:
[ ] Common Stock __________________________
[ ] Series A Preferred Stock Please Print Name(s) as
[ ] Series B Preferred Stock Shownon Stock Certificate
Partial dividend reinvestment on:
[ ] ______ shares of Common Stock only
[ ] ______ shares of Series A Preferred
Stock only ___________________________
[ ] ______ shares of Series B Preferred
Signature(s)
Stock only
---------------------------
Signature(s)
[ ] Optional cash investment (enclosed):
$____________
(Must be at least $50 and not more
than $25,000)
---- --------------------
Date Social Security
or Taxpayer
Identification
Number
IF YOUR SHARES ARE HELD OF RECORD BY A BROKER OR NOMINEE, YOU MUST MAKE
APPROPRIATE ARRANGEMENTS WITH THE BROKER OR NOMINEE TO PARTICIPATE IN THE PLAN.
Reverse side of card is self-addressed, postage-paid card.
