-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IFR3Uamtqd+f+NoRweWIZazoepIfHK4F0zdysQYW/G/jRVYZw5Bg6ndgpz+ItoA7 XfBKABdfqK9u9Pgbvrurig== 0000893750-00-000240.txt : 20000509 0000893750-00-000240.hdr.sgml : 20000509 ACCESSION NUMBER: 0000893750-00-000240 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000508 GROUP MEMBERS: LAZARD FRERES & CO. LLC GROUP MEMBERS: LAZARD FRERES REAL ESTATE INVESTORS L.L.C. GROUP MEMBERS: LAZARD FRERES REAL ESTATE INVESTORS LLC GROUP MEMBERS: LF STRATEGIC REALTY INVESTORS L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED DOMINION REALTY TRUST INC CENTRAL INDEX KEY: 0000074208 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 540857512 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-20857 FILM NUMBER: 622238 BUSINESS ADDRESS: STREET 1: 10 S 6TH ST STE 203 CITY: RICHMOND STATE: VA ZIP: 23219-3802 BUSINESS PHONE: 8047802691 MAIL ADDRESS: STREET 1: 10 SOUTH SIXTH STREET STREET 2: SUITE 203 CITY: RICHMOND STATE: VA ZIP: 23219-3802 FORMER COMPANY: FORMER CONFORMED NAME: OLD DOMINION REAL ESTATE INVESTMENT TRUST DATE OF NAME CHANGE: 19850110 FORMER COMPANY: FORMER CONFORMED NAME: OLD DOMINION REIT ONE DATE OF NAME CHANGE: 19770921 FORMER COMPANY: FORMER CONFORMED NAME: OLD DOMINION REAL ESTATE INVESTMENT TRUS DATE OF NAME CHANGE: 19741216 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAZARD FRERES REAL ESTATE INVESTORS LLC CENTRAL INDEX KEY: 0001042593 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA STREET 2: 63RD FL CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2126326000 MAIL ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA STREET 2: 63RD FL CITY: NEW YORK STATE: NY ZIP: 10020 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 to SCHEDULE 13D Under the Securities Exchange Act of 1934 UNITED DOMINION REALTY TRUST, INC. (Name of Issuer) Common Stock, $1.00 Par Value (Title of Class of Securities) 910197102 (CUSIP Number) Scott D. Hoffman, Esq. Marjorie L. Reifenberg, Esq. Lazard Freres & Co. LLC Lazard Freres Real Estate Investors L.L.C. 30 Rockefeller Plaza LF Strategic Realty Investors L.P. New York, NY 10020 30 Rockefeller Plaza (212) 632-6000 New York, NY 10020 (212) 632-6000 with a copy to: Mario Ponce, Esq. Simpson Thacher & Bartlett 425 Lexington Avenue New York, New York 10017 (212) 455-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 25, 2000 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. Page 2 of 17 Pages The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. (Continued on following pages) -2- SCHEDULE 13D CUSIP No. 910197102 Page 3 of 17 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lazard Freres & Co. LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER NUMBER OF SHARES 12,307,692 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH None REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 12,307,692 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,307,692 -3- Page 4 of 17 Pages 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.7% 14 TYPE OF REPORTING PERSON OO (limited liability company) -4- SCHEDULE 13D CUSIP No. 910197102 Page 5 of 17 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lazard Freres Real Estate Investors L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER NUMBER OF SHARES 12,307,692 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH None REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 12,307,692 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,307,692 -5- Page 6 of 17 Pages 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.7% 14 TYPE OF REPORTING PERSON OO (limited liability company) -6- SCHEDULE 13D CUSIP No. 910197102 Page 7 of 17 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON LF Strategic Realty Investors L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF SHARES 12,307,692 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH None REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 12,307,692 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,307,692 -7- Page 8 of 17 Pages 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.7% 14 TYPE OF REPORTING PERSON PN (limited partnership) -8- Page 9 of 17 Pages This Amendment No. 2, dated April 25, 2000, is filed by Lazard Freres & Co. LLC, a New York limited liability company ("Lazard"), Lazard Freres Real Estate Investors L.L.C., a New York limited liability company ("LFREI") and LF Strategic Realty Investors L.P., a Delaware limited partnership ("LF Realty", and together with Lazard and LFREI, the "Reporting Persons"). Capitalized terms used herein but not defined shall have the meanings ascribed thereto in the Schedule 13D dated September 10, 1998, as amended, filed by the Reporting Persons (as amended, the "Initial Schedule 13D"). This Amendment hereby amends and supplements the Initial Schedule 13D. All items not described herein remain as previously reported in the Initial Schedule 13D. Item 2. Identity and Background (a), (b), (c) and (f). The information set forth in Amendment No. 1 to the Schedule 13D dated September 10, 1998 regarding Lazard, persons who may be deemed to be in control of Lazard and the executive officers and directors of LFREI is hereby amended and supplemented as follows: On a day to day basis, Lazard is run by a management committee. The name, business address, principal occupation or employment, and citizenship of each of the members of the management committee of Lazard are set forth on Schedule 1 hereto and are incorporated by reference herein. Lazard is wholly-owned by Lazard LLC, a Delaware limited liability company ("LLLC") and therefore LLLC may be viewed as controlling Lazard. LLLC is a holding company. The Lazard Board of LLLC and the Executive Committee of Lazard Strategic Coordination Company LLC ("LSCC"), a Delaware limited liability company which is wholly-owned by LLLC, control LLLC. LSCC manages LLLC. The name, business address, principal occupation or employment, and citizenship of the members of the Lazard Board of LLLC and the Executive Committee of LSCC are set forth on Schedules 2 and 3, respectively, attached hereto and are incorporated by reference herein. The principal business office of LLLC is 3711 Kennett Pike, Suite 120, P.O. Box 4649, Greenville, DE 19807-4649 and LSCC is c/o Corporation Trust, 1209 Orange Street, Wilmington, DE 19806. Lazard, on behalf of LLLC and LSCC, disclaims any beneficial ownership such entities may be deemed to have of any shares of Common Stock reported in this statement. The name, business address and principal occupation or employment of the executive officers and directors of LFREI are set forth on Schedule 4 hereto and are incorporated by reference herein. Each executive officer listed on Schedule 4 is a citizen of the United States. -9- Page 10 of 17 Pages (d) and (e). During the last five years, none of the Reporting Persons, LLLC, LSCC nor, to the best knowledge of any Reporting Person, any of the persons listed on Schedules 1 through 4 (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor (ii) has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction, and is or was, as a result of such proceeding, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer As previously reported in Amendment No. 1 to the Schedule 13D dated September 10, 1998, LF Realty, in accordance with the terms of a Custodian Agreement dated November 17, 1999, pledged 5,460,317 Preferred Shares as collateral for a certain credit facility (the "Facility") made available by Merrill Lynch International ("MLI") to certain Borrowers. In accordance with the terms of the Custodian Agreement, the 5,460,317 Preferred Shares were held in a Collateral Account set up by MLI. On April 25, 2000, the amounts due under the Facility were repaid in full by the Borrowers and, in accordance with the terms of the Facility and the Custodian Agreement, the 5,460,317 Preferred Shares were released from the Collateral Account and returned to LF Realty free and clear of any lien or security interest that MLI previously had in those shares pursuant to the Facility or the Custodian Agreement. -10- Page 11 of 17 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. LAZARD FRERES & CO. LLC By: /s/ Scott D. Hoffman --------------------------------------- Name: Scott D. Hoffman Title: Managing Director Date: May 8 , 2000 ---------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. LAZARD FRERES REAL ESTATE INVESTORS L.L.C. By: /s/ John A. Moore --------------------------------------- Name: John A. Moore Title: Chief Financial Officer Date: May 8 , 2000 ---------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. LF STRATEGIC REALTY INVESTORS L.P. By: Lazard Freres Real Estate Investors L.L.C., as general partner By: /s/ John A. Moore --------------------------------------- Name: John A. Moore Title: Chief Financial Officer Date: May 8 , 2000 ---------- -11- Page 12 of 17 Pages SCHEDULE 1 Set forth below are the names of each of the members of the management committee of Lazard Freres & Co. LLC. Except as otherwise indicated, the principal occupation of each such person is managing director of Lazard Freres & Co. LLC, the business address of each such person is 30 Rockefeller Plaza, New York, New York 10020 and each person is a citizen of the United States. Business Address and Principal Occupation (if other than as Name indicated above Citizenship - ---- -------------------- ----------- Michel A. David-Weill Chairman and Chief Executive France of Lazard LLC and Chief Executive Officer of Lazard Freres & Co. LLC Norman Eig Steven J. Golub Herbert W. Gullquist Melvin L. Heineman Kenneth M. Jacobs William R. Loomis, Jr. Deputy Chief Executive of Lazard Freres & Co. LLC David L. Tashjian -12- Page 13 of 17 Pages SCHEDULE 2 LAZARD BOARD OF LAZARD LLC Set forth below are the members of the Lazard Board of Lazard LLC, their business address, principal occupation and citizenship: Principal Occupation Name and Business Address Citizenship - ---- -------------------- ----------- Michel A. David-Weill Chairman and Chief Executive France of Lazard LLC and Chief Executive Officer of Lazard Freres & Co. LLC Lazard Freres & Co. LLC 30 Rockefeller Plaza New York, NY 10020, USA Antoine Bernheim Investor France Chairman of Assicurazioni Generali S.p.A. Lazard Freres S.A.S. 121 Boulevard Haussmann 75382 Paris Cedex 08 France Francois Voss Managing Director of Lazard France Freres S.A.S. Lazard Freres S.A.S. 121 Boulevard Haussmann 75382 Paris Cedex 08 France Didier Pfeiffer President du Conseil France de Surveillance Fonds de Garantie des Assurances de Personnes 30-32 rue de Taitbout 75311 Paris Cedex 09 France Alain Merieux President Directeur General (CEO) France BioMerieux S.A. and BioMerieux Alliance 69280 Marcy L'Etoile France Jean Guyot Investor France Lazard Freres S.A.S. 121 Boulevard Haussmann 75382 Paris Cedex 08 France -13- Page 14 of 17 Pages Principal Occupation Name and Business Address Citizenship - ---- -------------------- ----------- Bruno M. Roger Managing Director of Lazard France Freres S.A.S. Lazard Freres S.A.S. 121 Boulevard Haussmann 75382 Paris Cedex 08 France William R. Loomis, Jr. Deputy Chief Executive USA and Managing Director of Lazard Freres & Co. LLC Lazard Freres & Co. LLC 30 Rockefeller Plaza New York, NY 10020 David J. Verey Chairman, Chief Executive, Managing United Director and Executive Director of Kingdom Lazard Brothers & Co., Limited 21 Moorfields London EC2P 2HT United Kingdom Gerardo Braggiotti Managing Director of Lazard Freres Italy S.A.S. and Lazard Freres & Co. LLC Lazard Freres S.A.S. 121 Boulevard Haussmann 75382 Paris Cedex 08 France -14- Page 15 of 17 Pages SCHEDULE 3 EXECUTIVE COMMITTEE OF LAZARD STRATEGIC COORDINATION COMPANY LLC Set forth below are the members of the Executive Committee of Lazard Strategic Coordination Company LLC, their business address, principal occupation and citizenship: Principal Occupation Name and Business Address Citizenship - ---- -------------------- ----------- Michel A. David-Weill Chairman and Chief Executive France of Lazard LLC and Chief Executive Officer of Lazard Freres & Co. LLC Lazard Freres & Co. LLC 30 Rockefeller Plaza New York, NY 10020, USA Gerardo Braggiotti Managing Director of Lazard Freres Italy S.A.S. and Lazard Freres & Co. LLC Lazard Freres S.A.S. 121 Boulevard Haussmann 75382 Paris Cedex 08 France Norman Eig Managing Director USA of Lazard Freres & Co. LLC Lazard Freres & Co. LLC 30 Rockefeller Plaza New York, NY 10020 Kenneth M. Jacobs Managing Director USA of Lazard Freres & Co. LLC Lazard Freres & Co. LLC 30 Rockefeller Plaza New York, NY 10020 William R. Loomis, Jr. Deputy Chief Executive USA and Managing Director of Lazard Freres & Co. LLC Lazard Freres & Co. LLC 30 Rockefeller Plaza New York, NY 10020 Bruno M. Roger Managing Director of Lazard France Freres S.A.S. Lazard Freres S.A.S. 121 Boulevard Haussmann 75382 Paris Cedex 08 France -15- Page 16 of 17 Pages Principal Occupation Name and Business Address Citizenship - ---- -------------------- ----------- David J. Verey Chairman, Chief Executive, Managing United Director and Executive Director of Kingdom Lazard Brothers & Co., Limited 21 Moorfields London EC2P 2HT United Kingdom -16- Page 17 of 17 Pages SCHEDULE 4 The business address for each of the following persons is 30 Rockefeller Plaza, New York, NY 10020. Executive Officers of Lazard Freres Real Estate Investors L.L.C. Name of Officer Present and Principal Occupation - --------------- -------------------------------- Robert C. Larson Chairman Michael G. Medzigian President and Chief Executive Officer Mark S. Ticotin Principal and Executive Vice President John A. Moore Principal and Chief Financial Officer Marjorie L. Reifenberg Principal, General Counsel and Secretary Henry C. Herms Controller -17- -----END PRIVACY-ENHANCED MESSAGE-----