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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
UNITED DOMINION REALTY TRUST, INC.
(Exact name of registrant as specified in its charter)
Virginia 54-0857512
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(State of incorporation or organization) (IRS employer
identification no.)
10 South Sixth Street
Richmond, Virginia 23219
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(Address of principal executive offices) (Zip code)
If this form relates to the registration of a If this form relates to the registration of a
class of securities pursuant to Section 12(b) of class of securities pursuant to Section 12(g) of
the Exchange Act and is effective pursuant to the Exchange Act and is effective pursuant to
General Instruction A.(c), please check the General Instruction A.(d), please check the
following box. [X] following box. [ ]
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Securities Act registration statement file number to
which this form relates: None
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
(Title of class)
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N/A
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Explanatory Note:
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This Form 8-A/A is being filed to amend the Form 8-A filed by United
Dominion Realty Trust, Inc., on February 4, 1998, with respect to the Company's
Preferred Stock Purchase Rights, in order to reflect the registration of the
Rights under Section 12(b) rather than Section 12(g) of the Securities and
Exchange Act of 1934, as amended.
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Item 1. Description of Registrant's Securities to be Registered.
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On January 27, 1998, the Board of Directors of the Company (the
"Board"), approved a Rights Agreement, dated as of and to be effective on
January 27, 1998 (the "Rights Agreement") between the Company and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent, having the principal terms
summarized below. The Rights Agreement provides for the issuance of Rights (the
"Rights") to purchase shares of Series C Junior Participating Cumulative
Redeemable Preferred Stock (the "Series C Preferred Stock") of the Company, no
par value. In accordance with the Rights Agreement, the Board also declared a
dividend distribution of one Right for each outstanding share of Common Stock
(the "Common Stock"), of the Company to shareholders of record at the close of
business on February 4, 1998 (the "Record Date").
Each Right entitles the registered holder to purchase from the Company
one one-thousandth of a share of Series C Preferred Stock. Each one
one-thousandth of a share (a "Unit") of Series C Preferred Stock is structured
to be the equivalent of one share of Common Stock. The exercise price of the
Right will be $45.00 subject to adjustment (the "Purchase Price").
Rights will also attach to shares of Common Stock issued after the
Record Date but prior to the Distribution Date (as defined below) unless the
Board determines otherwise at the time of issuance. The description and terms of
the Rights are set forth in the Rights Agreement.
The Rights will be appurtenant to the shares of Common Stock and will
be evidenced by Common Stock certificates, and no separate certificates
evidencing the Rights (the "Rights Certificates") will be distributed initially.
The Rights will separate from the Common Stock and a distribution of the Rights
Certificates will occur (the "Distribution Date") upon the earlier of (i) 10
business days following a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired, or
obtained the right to acquire, beneficial ownership of more than 15% of the
outstanding shares of Common Stock (the "Stock Acquisition Date"), or (ii) 10
business days following the commencement of a tender offer or exchange offer
that would result in a person or group beneficially becoming an Acquiring
Person. Until the Distribution Date, (i) the Rights will be evidenced by the
Common Stock certificates and will be transferred with and only with such Common
Stock certificates, (ii) any Common Stock certificates issued will contain a
notation incorporating the Rights Agreement by reference and (iii) the surrender
for transfer of any certificates for Common Stock outstanding will also
constitute the transfer of the Rights associated with the Common Stock
represented by such certificates.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on February 4, 2008, unless earlier redeemed or
exchanged by the Company as described below. As soon as practicable after the
Distribution Date, Rights Certificates will be mailed to holders of record of
the Common Stock as of the close of business on the Distribution Date, and
thereafter such separate Rights Certificates alone will represent the Rights.
The Agreement provides that if any person becomes an Acquiring Person,
proper provision shall be made so that each holder of a Right (except as set
forth below) will thereafter have the right to receive, upon exercise and
payment of the Purchase Price, Series C Preferred Stock or, at the option of the
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Company, Common Stock (or, in certain circumstances, cash, property or other
securities of the Company) having a value equal to twice the amount of the
Purchase Price.
In the event that, at any time following the Stock Acquisition Date,
(i) the Company is acquired in a merger, statutory share exchange, or other
business combination in which the Company is not the surviving corporation, or
(ii) 50% or more of the Company's assets or earning power is sold or
transferred, each holder of a Right (except as set forth below) shall thereafter
have the right to receive, upon exercise and payment of the Purchase Price,
common stock of the acquiring company having a value equal to twice the Purchase
Price. The events set forth in this paragraph and in the immediately preceding
paragraph are referred to as the "Triggering Events."
Upon the occurrence of a Triggering Event that entitles Rights holders
to purchase securities or assets of the Company, Rights that are or were owned
by the Acquiring Person, or any affiliate or associate of such Acquiring Person,
on or after such Acquiring Person's Stock Acquisition Date shall be null and
void and shall not thereafter be exercised by any person (including subsequent
transferees). Upon the occurrence of a Triggering Event that entitles Rights
holders to purchase common stock of a third party, or upon the authorization of
an Exchange, Rights that are or were owned by any Acquiring Person or any
affiliate or associate of any Acquiring Person on or after such Acquiring
Person's Stock Acquisition Date shall be null and void and shall not thereafter
be exercised by any person (including subsequent transferees).
The Purchase Price payable, and the number of shares of Series C
Preferred Stock, Common Stock or other securities or property issuable upon
exercise of the Rights are subject to adjustment from time to time to prevent
dilution.
At any time after any person becomes an Acquiring Person, the Company
may exchange all or part of the Rights (except as set forth below) for shares of
Common Stock (an "Exchange") at an exchange ratio of one share per Right, as
appropriately adjusted to reflect any stock split or similar transaction.
At any time until ten days following the Stock Acquisition Date, the
Company may redeem the Rights in whole, but not in part, at a price of $.001 per
Right (the "Redemption Price"). Under certain circumstances set forth in the
Rights Agreement, the decision to make an Exchange or to redeem the Rights shall
require the concurrence of a majority of the Continuing Directors (as defined
below). Additionally, the Company may thereafter but prior to the occurrence of
a Triggering Event redeem the Rights in whole, but not in part, at the
Redemption Price provided that such redemption is incidental to a merger or
other business combination transaction involving the Company that is approved by
a majority of the Continuing Directors, does not involve an Acquiring Person,
and in which all holders of Common Stock are treated alike. After the redemption
period has expired, the Company's right of redemption may be reinstated if an
Acquiring Person reduces his beneficial ownership to 15% or less of the
outstanding shares of Common Stock in a transaction or series of transactions
not involving the Company. Immediately upon the action of the Board ordering
redemption of the Rights, with, where required, the concurrence of the
Continuing Directors, the Rights will terminate and the only right of the
holders of Rights will be to receive the Redemption Price.
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The term "Continuing Directors" means any member of the Board who was a
member of the Board immediately before the adoption of the Rights Agreement, and
any person who is subsequently elected to the Board if such person is
recommended or approved by a majority of the Continuing Directors, but does not
include an Acquiring Person, or an affiliate or associate of an Acquiring
Person, or any representative of the foregoing entities.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to shareholders or to the Company, shareholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Series C Preferred Stock (or other consideration) of the Company
or for common stock of the acquiring company as set forth above.
Other than certain provisions relating to the principal economic terms
of the Rights, any of the provisions of the Rights Agreement may be amended by
the Board prior to the Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board (in certain
circumstances, only with the concurrence of the Continuing Directors) in order
to cure any ambiguity, to make certain other changes that do not adversely
affect the interests of holders of Rights (excluding the interests of any
Acquiring Person), or to shorten or lengthen any time period under the Rights
Agreement; provided, however, no amendment to adjust the time period governing
redemption may be made at such time as the Rights are not redeemable.
At the same time that it approved the Rights Agreement, the Board
designated 1,000,000 shares of the Company's Preferred Stock, no par value, as
the "Series C Junior Participating Cumulative Redeemable Preferred Stock." The
Company will not issue any shares of Series C Preferred Stock except upon the
exercise of Rights. The Series C Preferred Stock is junior to the Company's
91/4% Series A Cumulative Redeemable Preferred Stock and its 8.60% Series B
Cumulative Redeemable Preferred Stock in respect of rights to receive dividends
and to participate in distributions or payments in the event of any liquidation,
dissolution or winding up of the Company, and is senior to the Common Stock and
any other capital stock of the Company ranking, as to dividends and upon
liquidation, junior to the Series C Preferred Stock.
Holders of shares of the Series C Preferred Stock are be entitled to
receive cumulative preferential cash dividends payable quarterly in an amount
per share equal to the greater of (i) $.01 or (ii) 1,000 times the aggregate per
share amount of all cash dividends, and 1,000 times the aggregate per share
amount (payable in kind) of all non-cash dividends or other distributions (other
than dividends payable in shares of Common Stock), declared on the Common Stock
since the immediately preceding quarterly dividend payment date, or, with
respect to the first quarterly dividend payment date, since the first issuance
of any share or fraction of a share of Series C Preferred Stock.
In the event of any liquidation, dissolution or winding up of the
Company, the holders of shares of Series C Preferred Stock are entitled to be
paid out of the assets of the Company legally available for distribution to its
shareholders a liquidation preference of $1,000.00 per share, plus accrued and
unpaid dividends thereon to the date of payment (the "Series C Preferred
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Liquidation Preference"). After the payment to the holders of the shares of the
Series C Preferred Stock of the full Series C Preferred Liquidation Preference,
the holders of the Series C Preferred Stock as such shall have no right or claim
to any of the remaining assets of the corporation until the holders of Common
Stock shall have received an amount per share (the "Common Adjustment") equal to
the quotient obtained by dividing (i) the Series C Preferred Liquidation
Preference by (ii) 1,000. In the event that there are not sufficient assets
available after payment in full of the Series C Preferred Liquidation Preference
to permit payment in full of the Common Adjustment, then the remaining assets
shall be distributed ratably to the holders of the Common Stock.
The outstanding shares of Series C Preferred Stock may be redeemed at
the option of the Board as a whole, but not in part, at any time, or from time
to time, at a price per share (the "Series C Preferred Redemption Price") equal
to (i) 1,000 times the Average Market Value of the Common Stock, plus (ii) all
accrued and unpaid dividends to and including the date fixed for redemption. The
"Average Market Value" is the average of the closing sale prices of a share of
the Common Stock during the 30-day period immediately preceding the date before
the redemption date quoted on the Composite Tape for New York Stock Exchange
Listed Stocks, or, if the Common Stock is not quoted on the Composite Tape, on
The New York Stock Exchange, or, if the Common Stock is not listed on such
exchange, on the principal United States registered securities exchange on which
the Common Stock is listed, or, if the Common Stock is not listed on any such
exchange, the average of the closing bid quotations with respect to a share of
Common Stock during such 30-day period on The Nasdaq Stock Market, or if no such
quotations are available, the fair market value of a share of Common Stock as
determined by the Board in good faith.
Each share of Series C Preferred Stock shall entitle the holder thereof
to 1,000 votes on all matters submitted to a vote of the shareholders of the
Company. The holders of shares of Series C Preferred Stock and the holders of
shares of Common Stock shall vote together as one voting group on all such
matters. Whenever dividends on any shares of Series C Preferred Stock shall be
in arrears for six or more consecutive quarterly periods, the holders of such
shares (voting separately as a class with all other series of Preferred Stock
having like voting rights) will be entitled to vote for the election of two
additional directors of the Company until all dividends accumulated on shares of
Series C Preferred Stock for the past dividend periods and the then current
dividend period shall have been fully paid. In such case, the entire Board of
Directors of the Company will be increased by two directors.
The dividend rate on the Series C Preferred Stock , the Series C
Preferred Liquidation Preference, the Common Adjustment, the Series C Preferred
Redemption Price and the number of votes per share of Series C Preferred Stock
are all subject to adjustment upon the declaration of any dividend payable in
Common Stock, subdivision of the outstanding Common Stock or combination of the
outstanding shares of Common Stock into a smaller number of shares.
The Rights Agreement (which includes as Exhibit A the form of Rights
Certificate) is attached to this Form 8-A as an exhibit and is incorporated
herein by reference. The foregoing description of the Rights is qualified in its
entirety by reference to the Rights Agreement and its exhibits.
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Item 2. Exhibits.
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The following exhibits are filed as a part hereof:
1.* Rights Agreement, dated as of January 27, 1998 between the
Company and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent.
2.* Form of Rights Certificate (included as Exhibit A to the
Rights Agreement).
3.* Articles of Amendment of the Articles of Incorporation of
United Dominion Realty Trust, Inc.
* Filed as an Exhibit to the Company's Formm 8-A filed with the Securities and
Exchange Commission on February 4, 1998.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
UNITED DOMINION REALTY TRUST, INC.
(Registrant)
By: /s/ Katheryn E. Surface
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Name: Katheryn E. Surface
Title: Senior Vice President and
General Counsel
Dated: March 10, 1998
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EXHIBIT INDEX
Exhibit No. Description
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1* Rights Agreement, dated as of January 27, 1998 between
the Company and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent
2* Form of Rights Certificate (included as Exhibit A to
the Rights Agreement)
3* Articles of Amendment of the Articles of Incorporation
of United Dominion Realty Trust, Inc.
* Filed as an Exhibit to the Company's Formm 8-A filed with the Securities and
Exchange Commission on February 4, 1998.
