-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, cNDSPZcey6K3nB/3lUGYKuZdNtZ2wiAntpoON8WRcJ05QdNIcMfQlwEKALLMH+yQ tb+lyk1Hmu5Pv7fqSJJ/9A== 0000916641-94-000141.txt : 19941116 0000916641-94-000141.hdr.sgml : 19941116 ACCESSION NUMBER: 0000916641-94-000141 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19940930 FILED AS OF DATE: 19941114 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED DOMINION REALTY TRUST INC CENTRAL INDEX KEY: 0000074208 STANDARD INDUSTRIAL CLASSIFICATION: 6798 IRS NUMBER: 540857512 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-10524 FILM NUMBER: 94559602 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 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1994 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission file number 1-10524 UNITED DOMINION REALTY TRUST, INC. (Exact name of registrant as specified in its charter) Virginia 54-0857512 (State or other jurisdiction of (I.R.S. Employer incorporation of organization) Identification No.) 10 South Sixth Street, Suite 203 Richmond, Virginia 23219-3802 (Address of principal executive offices) Registrant's telephone number, including area code (804) 780-2691 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to filing requirements for at least the past 90 days. Yes x No Indicate the number of shares outstanding of each of the issuer's class of common stock as the latest practicable date. Class Outstanding at November 3, 1994 Common Stock, $1 par value 50,210,640 UNITED DOMINION REALTY TRUST, INC. CONSOLIDATED BALANCE SHEETS (unaudited) (in thousands, except share data) September 30, December 31, 1994 1993 Assets Real estate owned (Note 5): Apartments $ 865,803 $ 503,226 Shopping centers 74,384 74,404 Office and industrial buildings 4,598 4,583 944,785 582,213 Less accumulated depreciation 111,387 91,444 833,398 490,769 Cash and cash equivalents 25,770 5,773 Other assets 12,689 9,298 $ 871,857 $ 505,840 Liabilities and Shareholders' Equity Mortgage notes payable $ 126,219 $ 72,862 Notes payable (Note 3) 356,195 156,558 Accounts payable, accrued expenses and other liabilities 18,695 9,169 Distributions payable to shareholders 9,744 7,288 510,853 245,877 Shareholders' equity (Note 4): Common stock, $1 par value; 100,000,000 shares authorized, 50,210,440 shares issued and outstanding (41,653,097 in 1993) 50,210 41,653 Preferred stock, 25,000,000 shares authorized, no shares outstanding -- -- Additional paid-in capital 408,976 302,486 Notes receivable from officer shareholders (4,089) (4,384) Distributions in excess of net income (94,093) (79,792) Total shareholders' equity 361,004 259,963 $ 871,857 $ 505,840 UNITED DOMINION REALTY TRUST, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (in thousands, except per share data) Three Months Ended Nine Months Ended September 30, September 30, 1994 1993 1994 1993 Income Property operations: Rental income $39,526 $22,683 $95,905 $64,601 Property Expenses: Utilities 3,072 1,969 7,928 5,649 Repairs and maintenance 6,166 3,930 14,607 9,947 Real estate taxes 2,611 1,370 6,475 4,239 Property management 1,361 587 3,169 1,688 Other operating expenses 3,615 2,078 8,469 5,624 Real estate depreciation 8,016 4,920 20,035 14,436 14,685 7,829 35,222 23,018 Interest and other income 155 384 541 497 14,840 8,213 35,763 23,515 Expenses Interest 7,510 4,295 17,984 12,681 General and administrative (Note 6) 1,135 838 3,730 2,566 Other depreciation and amortization 200 147 571 406 8,845 5,280 22,285 15,653 Income before gains (losses) on invest- ments and extraordinary item 5,995 2,933 13,478 7,862 Loss on sale of investment (20) -- (20) (89) Income before extraordinary item 5,975 2,933 13,458 7,773 Extraordinary item - early extinguishment of debt -- -- (89) -- Net income $ 5,975 $ 2,933 $ 13,369 $ 7,773 Net income per share: Before extraordinary item $ .12 $ .07 $ .30 $ .21 Extraordinary item -- -- -- -- $ .12 $ .07 $ .30 $ .21 Dividends declared per share $ .195 $ .175 $ .585 $ .525 Weighted average number of shares outstanding 50,153 40,527 44,814 37,080
UNITED DOMINION REALTY TRUST, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (in thousands) Nine Months Ended September 30, 1994 1993 OPERATING ACTIVITIES: Net income $ 13,369 $ 7,773 Adjustments to reconcile net income to net cash provided by operating activities: Loss on sale of investment 20 89 Extraordinary item 89 -- Depreciation and amortization 20,613 14,851 Adoption of SFAS No. 112 "Employers' Accounting for Postemployment Benefits (Note 7) 450 -- Changes in operating assets and liabilities: Decrease in rents and other receivables 6 229 Increase in accounts payable and accrued expenses 9,069 4,687 Increase in prepaid expenses and other assets (2,982) (970) Net cash provided by operating activities 40,634 26,659 INVESTING ACTIVITIES: Acquisitions of real estate, net of debt assumed (308,678) (77,062) Capital expenditures (12,676) (6,568) Sale of investment, net of mortgage note receivable 1,943 69 Purchase of mortgage note receivable -- (1,907) Collection of mortgage notes receivable 102 16 Net cash used in investing activities (319,309) (85,452) FINANCING ACTIVITIES: Net proceeds from issuance of shares 115,343 78,615 Increase in mortgages and notes payable 256,329 65,800 Net repayments under bank lines of credit (28,650) (28,500) Cash distributions paid to shareholders (25,214) (19,261) Scheduled mortgage principal payments (948) (622) Payments on notes and non-scheduled mortgage principal payments (18,188) (16,846) Net cash provided by financing activities 298,672 79,186 Net increase in cash and cash equivalents 19,997 20,393 Cash and cash equivalents, beginning of period 5,773 1,105 Cash and cash equivalents, end of period $ 25,770 $21,498
UNITED DOMINION REALTY TRUST, INC. CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY NINE MONTHS ENDED SEPTEMBER 30, 1994 (UNAUDITED) (In thousands, except share and per share amounts) Common Stock, $1 Par Value Additional Receivable Distributions Total Number Preferred Paid-in from Officer in Excess of Shareholders' of Shares(a) Amount Stock Capital Shareholders Net Income Equity Balance at December 31, 1993 41,653,097 $41,653 - $302,486 ($4,384) ($79,792) $259,963 Shares issued in public offering 8,479,400 8,479 - 105,721 114,200 Exercise of share options 50,285 50 - 403 453 Shares purchased by officers net of repayments (7,500) (7) - (106) 295 182 Shares issued through dividend reinvestment program 35,155 35 - 472 507 Net income for the nine months - 13,369 13,369 Distributions declared ($.585 per share) - (27,670) (27,670) Balance at September 30, 1994 50,210,440 $50,210 - $408,976 ($4,089) ($94,093) $361,004
(a) See Note 4 to Financial Statements UNITED DOMINION REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 1994 (Unaudited) 1. The consolidated financial statements include the accounts of United Dominion Realty Trust (the "Trust") and its subsidiaries, all of which are wholly-owned subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. The financial information furnished reflects all adjustments which are necessary for a fair presentation of financial position at September 30, 1994 and the results of operations for the interim periods ended September 30, 1994 and 1993. Such interim results are not necessarily indicative of the results that can be expected for a full year. The accompanying financial statements should be read in conjunction with the audited financial statements and related notes appearing in the Trust's 1993 Annual Report. 2. Certain previously reported amounts have been reclassified to conform with the current financial statements presentation. 3. On April 7, 1994 the Trust issued $75 million of 7 1/4% Senior Notes due on April 1, 1999. Net proceeds of $74.3 million were used to repay then existing bank debt and to fund subsequent apartment acquisitions. On September 27, 1994, the Trust completed a $150 million public offering of 8 1/2% Senior Debentures due September 15, 2024. The Debentures include an investor put feature which grants the debentureholder a one time option to redeem debentures at the end of 10 years. Net proceeds approximated $148.6 million and were used to repay, in full, then existing bank debt of $115.3 million and to help fund subsequent apartment acquisitions. At September 30, 1994, $16.8 million of the net proceeds were temporarily invested in short- term money market investments. During the third quarter, the Trust entered into two interest rate hedge transactions involving futures contracts with a total principal amount of $150 million to hedge against possible interest rate fluctuations during the period prior to the issuance of the $150 million Debentures. The net economic effect of these two transactions was to reduce the interest rate on the Debentures to 8.22% for 10 years. These contracts were terminated upon issuance of the Debentures. Gains from these contracts of $3.5 million, are deferred as an adjustment to the carrying amount of the debentures and will be amortized as a reduction of interest expense over the life of the debentures to the put date. 4. Near the end of June, 1994, the Trust completed a public offering of 8,479,400 shares of its common stock at $14.25 per share. Net proceeds of the offering after deducting underwriting commissions and direct offering costs aggregated approximately $114 million, of which approximately $17.9 million was used to repay then existing bank debt. The remaining net proceeds were temporarily invested in short-term money market investments and were subsequently used to purchase 22 apartment communities on June 30, 1994 and July 1, 1994. 5. During the third quarter of 1994, the Trust acquired 32 apartment communities containing 7,102 units at a total cost of $258.3 million, including closing costs. During the nine months ended September 30, 1994, the Trust acquired 40 apartment communities containing 9,698 units at a total cost of $352.5 million, including closing costs. In connection with these acquisitions, the Trust assumed $30.6 million in mortgage notes payable. These acquisitions include 25 properties (5,166 units) of a 26 property portfolio that the Trust acquired during the third quarter of 1994 for a total cost of $169.7 million, including closing costs. The final portfolio property contains 152 units and was acquired on November 1, 1994, for $2.3 million, excluding closing costs. The operating results of the portfolio properties are included in the Trust's consolidated results of operations from the date of acquisition. Unaudited pro forma condensed results of operations for the nine months ended September 30, 1994 and 1993, which assumes that the portfolio acquisition had occurred at the beginning of the period are as follows (in thousands, except per share amounts): Pro forma Pro forma Nine Months Ended Nine Months Ended September 30, 1994 September 30, 1993 Rental Income $110,304 $85,860 Property Expenses 70,167 55,947 Income from property operations 40,137 29,913 Income before losses on investments and extraordinary item 15,675 11,462 Net income 15,586 11,373 Net income per share .31 .25 The pro forma information presented is not necessarily indicative of actual results that would have been achieved had the portfolio acquisition occurred at the beginning of the year, nor is it intended to be a projection of future results. 6. At the beginning of 1994, the Trust adopted the provisions of SFAS No. 112, "Employers' Accounting for Postemployment Benefits". The cumulative effect of this accounting change was to decrease net income by $450,000 or $.01 per share for the first quarter of 1994. This change is included in the caption "general and administrative" expense in the Trust's income statement. UNITED DOMINION REALTY TRUST, INC. Form 10-Q Quarter Ended September 30, 1994 MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION AND OPERATIONS Funds from operations is defined as income before gains (losses) on investments and extraordinary items adjusted for certain non-cash items, primarily real estate depreciation. The Trust considers funds from operations in evaluating property acquisitions and its operating performance and believes that funds from operations should be considered along with, but not as an alternative to, net income and cash flows as a measure of the Trust's operating performance and liquidity. Funds from operations does not represent cash generated from operating activities in accordance with generally accepted accounting principles and is not necessarily indicative of cash available to fund cash needs. RESULTS OF OPERATIONS For the third quarter of 1994, the Trust reported increases over the comparable 1993 quarter in rental income, income from property operations, net income, and funds from operations. Third quarter 1994 rental income was $39.5 million compared to $22.7 million in the third quarter of 1993, an increase of $16.8 million or 74.0%. Income from property operations excluding depreciation, increased from $12.7 million to $22.7 million, an increase of $10.0 million or 78.7%. Net income for the third quarter totaled $6.0 million which was $3.0 million or 100%, greater than the $3.0 million reported in last year's third quarter. On a per share basis, net income increased from $.07 for the third quarter of 1993 to $.12 in the third quarter of 1994. Funds from operations increased 77.5% from $8.0 million last year to $14.2 million in the current year's third quarter. The Trust's 1994 acquisitions made the largest contribution to the reported increases. The Trust's 1993 acquisitions and improved results from its core portfolio of mature apartments also had a positive impact on third quarter results. For the 13,832 mature apartment units (57 complexes) that have been owned since the beginning of 1993, occupancy was 95.6% in the current quarter compared to 91.5% for the third quarter last year. Average rents at these properties grew by 3.0%, operating expenses increased 0.8% and the operating expense ratio decreased 3.0% to 44.1%. As a result, net operating income from these apartment units increased 13.6% or $1,264,000. For the remaining 13,715 apartment units (56 complexes), acquired by the Trust since January 1, 1993, occupancy averaged 93.1% during the third quarter and their operating expense ratio was 42.9%. During the third quarter of 1994, average occupancy for all 27,547 units owned at September 30, 1994 was 94.3% and the operating expense ratio was 43.5% during the third quarter of 1994. During the third quarter of 1993, the 16,627 units then owned had average occupancy of 91.3% and an operating expense ratio of 46.7%. For the third quarter, net operating income from commercial properties increased $87,000 or 4.9% from the third quarter last year. During the third quarter, interest expense was approximately $3.2 million higher than it was in the third quarter of 1993 as the Trust had significantly more debt outstanding on average in 1994 than in 1993. On a per share basis, interest expense increased $.04. For the third quarter of 1994, depreciation expense totaled $8.0 million versus $4.9 million for the third quarter of 1993. The increase of $3.1 million results almost exclusively from the portfolio expansion that has occurred during the last year. For the first nine months of 1994, the Trust reported increases over the comparable 1993 period in rental income, income from property operations, net income and funds from operations. The majority of the reported increases were attributable to the contribution of those communities acquired since the beginning of 1993 and, to a lesser extent, stronger rental demand throughout the Trust's market region. The performance of the Trust's mature group of apartments contributed to the increases with occupancy at 94.1% in the current year compared to 91.5% for the first nine months last year. Average rents at these properties grew by 3.0% and operating expenses increased 4.0%, decreasing the operating expense ratio .9% to 44.3%. Net operating income from these apartment units was up $2,175,000 or 7.6%. For the remaining 13,715 apartment units acquired by the Trust since the beginning of 1993, occupancy averaged 92.8% during the first nine months of 1994 and operating expenses averaged 43.3% of revenues. Average occupancy for all 27,547 units owned at September 30, 1994 was 93.6% and the operating expense ratio was 43.9% for the first nine months of 1993, the 16,627 units then owned had average occupancy of 91.5% and an operating expense ratio of 44.9%. For the first nine months of 1994, net operating income from commercial properties increased $238,000, or 4.3% from the first nine months last year, reflecting primarily additional small tenant leases. Interest expense for 1994 increased by approximately $5.3 million reflecting the financing of approximately $238.5 million of apartment acquisitions since January, 1994 with bank lines of credit, tax-exempt bonds, $75 million of senior unsecured notes that were publicly sold in early April 1994, and $150 million of debentures that were publicly sold on September 27, 1994. On a per share basis, interest expense increased $.06 in the first nine months of 1994 versus the first nine months of 1993. For the first nine months of 1994, depreciation expense totaled $20.0 million versus $14.4 million in 1993. The increase of $5.6 million reflects the portfolio expansion that has occurred during the past year. Management expects that the Trust's operating results for the remainder of 1994 will show continued improvement when compared to the comparable period last year as a result of the continued positive impact of the 1993 and 1994 acquisitions and anticipated occupancy gains and rent growth. FINANCIAL CONDITION As a qualified REIT, the Trust distributes a substantial portion of its cash flow to its shareholders in the form of dividends. Consequently, new acquisitions, property renovations and expansions, major capital improvements and balloon debt payments are funded by a variety of primarily external sources including bank borrowings, the issuance of equity and debt in public and private transactions and, to a much lesser extent, property sales and mortgage financings. At the beginning of 1994, the Trust had approximately $5.8 million of cash and cash equivalents and $32.4 million of available and unused bank lines of credit. Since the beginning of the year, the Trust has expanded its bank lines of credit to $103.5 million, an increase of $42.5 million. On April 7, 1994, the Trust completed a $75 million public offering of 7 1/4% senior unsecured notes due April 1, 1999. The notes were priced at 99.833% to yield 7.29% to maturity. Net proceeds of the debt offering of $74.3 million were utilized to repay, in full, outstanding bank debt and to fund subsequent apartment acquisitions. Near the end of June, 1994, the Trust completed a public offering of 8,479,400 shares of its common stock at $14.25 per share. Net proceeds of the offering, after deducting underwriting commissions and direct offering costs, aggregated approximately $114 million, of which approximately $17.9 million was used to curtail then existing bank debt. The remaining net proceeds were temporarily invested in short-term money market investments and were subsequently used to purchase a portfolio of apartment communities (See Note 5). On September 27, 1994, the Trust completed a $150 million public offering of 8 1/2% Debentures due September 15, 2024. The Debentures include an investor put feature which grants the debentureholder a one time option to redeem debentures at the end of 10 years. The Debentures were priced at 99.689% to yield 8.55% to maturity. During the quarter, the Trust executed two interest rate hedge transactions involving futures contracts which had the effect of reducing the interest rate on the debentures to 8.22% for ten years. Net proceeds of approximately $148.6 million were used to repay, in full, then existing bank debt of $115.3 million, with a weighted average interest rate of 5.43%, and to purchase an apartment community on September 30, 1994. The remaining net proceeds were temporarily invested in short-term money market instruments. At September 30, 1994, the Trust had $16.8 million of such temporary investments and $103.5 million of unused bank lines of credit available to it. During the first nine months of 1994, the Trust completed four separate tax-exempt bond financing transactions as follows: (i) bonds totaling $5 million with a final maturity in 2024, a weighted average interest rate of 6.5% and a weighted average life of 15.17 years were placed on Forestbrook Apartments in Columbia, South Carolina, (ii) bonds totaling $6.2 million with a final maturity in 2024, a weighted average interest rate of 6.56% and a weighted average life of 17.21 years were placed on Parkwood Court Apartments in Alexandria, Virginia, (iii) existing tax-exempt bonds on Lakeside North Apartments in Orlando, Florida, totaling $12.4 million were placed on an interim basis at 4.75% until the end of the year when they will become eligible for full refunding, and (iv) bonds totaling $3.0 million were refunded with new bonds totaling $3 million, with a final maturity in 2023, a weighted average interest rate of 6.56%, and a weighted average life of 16.36 years on Laurel Ridge Apartments in Roanoke, Virginia. During the third quarter, the Trust closed on 25 of the 26 properties included in a portfolio which had been under contract since April 1, 1994. The 25 communities contain 5,166 units and were purchased for $169.7 million, including closing costs, from entities affiliated with Clover Financial Corporation, a New Jersey Corporation. The 25 apartment communities are located in Alabama (2), Delaware (2), Florida (1), Georgia (1), Maryland (4), North Carolina (5), South Carolina (8) and Virginia (2). The remaining property, located in South Carolina was purchased on November 1, 1994 for $2.3 million, excluding closing costs, all cash. In addition to the portfolio properties, the Trust acquired seven additional apartment communities (1,936 units) at a total cost of approximately $84.4 million. On July 22, 1994, the Trust acquired a 228 unit garden community in Wilmington, North Carolina for $9.2 million ($40,400/unit), all cash. On July 22, 1994, the Trust acquired a 352 unit garden community in Jacksonville, Florida for $13.0 million ($36,900/unit) and approximately $12.5 million tax-exempt housing bonds encumbering the property. On August 11, 1994, the Trust acquired a 200 unit garden community in Ft. Myers, Florida, for $6.6 million ($33,000/unit), all cash. On August 19, 1994, the Trust acquired a 304 unit garden community in Columbia, South Carolina for $11.3 million ($37,200/unit) subject to a 7.125% first mortgage in the amount of $8.3 million. On September 1, 1994, the Trust acquired a 248 unit garden community in Naples, Florida, that was purchased for $9.1 million ($36,700/unit) subject to a 7 1/2% first mortgage in the amount of $5.1 million. On September 21, 1994, the Trust purchased a 352 unit garden community in Coral Springs, Florida, at a cost of $24.4 million ($69,300/unit), all cash. On September 30, 1994, the Trust acquired a 252 unit garden community in Miami Lakes, Florida that was purchased for $13.8 million ($54,800/unit), all cash. In April, 1993 the Trust engaged outside property management for most of its shopping center properties following management's decision to exit the commercial property business. Management recently began to offer certain of the Trust's shopping centers for sale and anticipates that some or all of these centers will be sold during the remainder of 1994 and early 1995. The Trust is committed to the disposition of most of its commercial properties over the next few years. The Trust's liquidity and capital resources are believed to be more than adequate to meet its cash requirements for the foreseeable future. UNITED DOMINION REALTY TRUST, INC. Form 10-Q Quarter Ended September 30, 1994 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) The exhibits listed on the accompanying index to exhibits are filed as part of this quarterly report. (b) Reports on Form 8-K (i) A Form 8-K dated July 1, 1994 was filed with the Securities and Exchange Commission on July 18, 1994. The filing reported the acquisition of 21 apartment communities included in a 25 property portfolio. (As previously reported on Form 8-K dated May 26, 1994 which was filed with the Securities and Exchange Commission on May 26, 1994 as subsequently amended by Form 8- K/A No. 1 filed on June 7, 1994, Form 8-K/A No. 2 filed on June 16, 1994 and Form 8-K/A No. 3 filed on July 15, 1994). (ii) A Form 8-K dated August 31, 1994 was filed with the Securities and Exchange Commission on August 31, 1994. The filing updated the the Pro Forma Financial Information to include operating results for the six months ended June 30, 1994. (As previously reported on Form 8-K dated May 26, 1994 which was filed with the Securities and Exchange Commission on May 26, 1994 as subsequently amended by Form 8-K/A No. 1 filed on June 7, 1994, Form 8-K/A No. 2 filed on June 16, 1994 and Form 8- K/A No. 3 filed on July 15, 1994 which included Pro Forma Financial Information for the three months ended March 31, 1994). (iii) A Form 8-K dated September 1, 1994 was filed with the Securities and Exchange Commission on September 16, 1994 as subsequently amended by Form 8-K/A filed November 14, 1994. The filing reported the acquisition of a certain property which was deemed to be significant. The financial statements filed as part of this report are the combined statements of rental operations of Griffin Crossing Apartments, Regatta Shores Apartments, Clear Run Apartments, Alexander Glen Apartments, Hampton Greene Apartments and Santa Barbara Landing Apartments. (iv) A Form 8-K dated October 14, 1994 was filed with the Securities and Exchange Commission on October 31, 1994. The filing reported the acquisition of certain properties which in the aggregate were deemed to be significant. FORM 10-Q FOR QUARTER ENDED SEPTEMBER 30, 1994 EXHIBIT INDEX Item 6(a) References to pages under the caption "Location" are to be sequentially numbered pages of the manually signed original of this Form 10-Q, and references to exhibits, forms or other filings indicate that the exhibit, form or other filing referred to has been filed, that the indexed exhibit and the exhibit referred to are the same and that the exhibit referred to is incorporated herein by reference. Exhibit Description Location 3(a)(i) Restated Articles of Incorporation Exhibit 3 to the Trust's Quarterly Report on Form 10-Q for the quarter ended June 30, 1992. 3(a)(ii) Amendment to Articles of Exhibit 6(a)(i) to the Trust's Form 8-A Incorporation Registration Statement. 3(b) By-Laws Exhibit 4(c) to the Trust's Form S-3 Registration Statement (Registration No. 33-44743) filed with the Commission on December 31, 1991. 4(i) Specimen Common Stock Exhibit 4(i) to the Trust's Annual Certificate Report on Form 10-K for the year ended December 31, 1993. 4(ii)(a) Loan Agreement dated as of Exhibit 6(c)(1) to the Trust's Form November 7, 1994, between the 8-A Registration Statement Trust and Aid Association for Lutherans 4(ii)(b) Loan Agreement dated as of Exhibit 6(c)(2) to the Trust's Form November 14, 1991, between the 8-A Registration Statement Trust and Signet Bank/Virginia 4(ii)(c) Note Purchase Agreement dated Exhibit 6(c)(3) to the Trust's Form as of February 19, 1992, between 8-A Registration Statement the Trust and Principal Mutual Life Insurance Company 4(ii)(d) Credit Agreement dated as of Exhibit 6(c)(4) to the Trust's Form December 15, 1992, between the 8-A Registration Statement Trust and Signet Bank/Virginia 4(ii)(e) Note Purchase Agreement dated Exhibit 6(c)(5) to the Trust's Form as of January 15, 1993, between 8-A Registration Statement the Trust 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 4(ii)(f)(1) Indenture dated as of April 1, 1994, Exhibit 4(ii)(f)(1) to the Trust's between the Trust and NationsBank Quarterly Report on Form 10-Q for of Virginia, N.A., as Trustee the quarter ended March 31, 1994 4(ii)(f)(2) Resolution of the Board of Directors Exhibit 4(ii)(f)(2) to the Trust's of the Trust establishing terms of Quarterly Report on Form 10-Q for 7 1/4% Notes due April 1, 1999 the quarter ended March 31, 1994 4(ii)(f)(3) Form of 7 1/4% Notes due Exhibit 4(ii)(f)(3) to the Trust's April 1, 1999 Quarterly Report on Form 10-Q for the quarter ended March 31, 1994 4(ii)(f)(4) Resolution of the Board of Filed herewith the Trust establishing terms of 8 1/2% Debentures due September 15, 2024 4(ii)(f)(5) Form of 8 1/2% Debentures Filed herewith due September 15, 2024
UNITED DOMINION REALTY TRUST, INC. Form 10-Q Quarter Ended September 30, 1994 SIGNATURES Pursuant to the requirements of Section 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. UNITED DOMINION REALTY TRUST, INC. Date: November 14, 1994 /s/ James Dolphin James Dolphin, Senior Vice President Chief Financial Officer Date: November 14, 1994 /s/ Jerry A. Davis Jerry A. Davis Vice President & Corporate Controller EX-4 2 EXHIBIT 4(II)(F)(4) Exhibit 4(ii)(f)(4) WHEREAS, in resolutions adopted on August 9, 1994 (the "Resolutions"), the Board of Directors authorized the registration, issuance and sale of securities of various types, including but not limited to senior unsecured debt securities, subordinated debt securities, common stock, preferred stock and securities convertible without consideration into securities of the foregoing types, having an aggregate public offering price of $400,000,000 (the "Offered Securities"); and WHEREAS, pursuant to the Resolutions, the Trust filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (File No. 33-55159) (the "Registration Statement") relating to the Offered Securities and the Commission declared the Registration Statement effective on August 26, 1994; and WHEREAS, the Board of Directors has determined to designate a series of senior debt securities (the "Debentures") pursuant to the Indenture dated as of April 1, 1994 (the "Indenture"), from the Trust to NationsBank of Virginia, N.A., as Trustee (the "Trustee"), and to offer and sell the Debentures as Offered Securities to Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and NationsBanc Capital Markets, Inc. (collectively, the "Underwriters"), pursuant to an underwriting agreement and pricing agreement (together, the "Underwriting Agreement") between the Trust and the Underwriters in substantially the form of Exhibit 1(a) to the Registration Statement, for reoffering by the Underwriters to the public; RESOLVED, that in accordance with Section 301 of the Indenture, the following terms of the Debentures are hereby established (terms used in these resolutions having the same definitions as in the Indenture): (1) The Debentures shall constitute a series of Securities having the title "8 1/2% Debentures due September 15, 2024." (2) The aggregate principal amount of the Debentures that may be authenticated and delivered under the Indenture (except for Debentures authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debentures pursuant to Sections 304, 305, 306, 906, 1107 or 1305 of the Indenture) shall be $150,000,000. (3) The entire outstanding principal of the Debentures shall be payable on September 15, 2024, subject to prior redemption at the option of the Holders thereof as described in paragraph (7). (4) The rate at which the Debentures shall bear interest shall be 8 1/2% per annum; the date from which such interest shall accrue shall be September 27, 1994; the Interest Payment Dates on which such interest will be payable shall be March 15 and September 15 in each year, beginning March 15, 1995; the Regular Record Dates for the interest payable on the Debentures on any Interest Payment Date shall be the preceding March 1 (in the case of interest payable on any March 15) and September 1 (in the case of interest payable on any September 15); and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (5) The place in addition to the Borough of Manhattan, The City of New York, where the principal of and interest on the Debentures shall be payable and Debentures may be surrendered for registration of transfer or exchange shall be the Corporate Trust Operations Office of the Trustee at 715 Peachtree Street, N.E., Midtown Center, 7th Floor, Atlanta, Georgia 30308. The place in addition to the Borough of Manhattan, The City of New York, where notices or demands to or upon the Trust in respect of the Debentures and this Indenture may be served shall be the Corporate Trust Office of the Trustee at 600 East Main Street, Suite 1700, Richmond, Virginia 23219. (6) The Debentures shall not be redeemable at the option of the Trust. (7) The Trust shall be obligated to redeem any Debenture, or any portion of the principal amount thereof that is an integral multiple of $1,000, at the option of the Holder thereof, on September 15, 2004 (the "Redemption Date") at a Redemption Price equal to 100% of the principal amount thereof to be redeemed, plus interest accrued to the Redemption Date. To exercise such option, such Holder shall deliver or cause to be delivered to the Trust, and the Trust shall receive at its office or agency in the Borough of Manhattan, The City of New York, during the period beginning July 15, 2004 and ending at 5:00 P.M. (New York City time) on August 15, 2004 (or, if August 15, 2004 is not a Business Day, on the next succeeding Business Day), the Debenture or Debentures to be redeemed in whole or in part with the form entitled "Option to Require Redemption on September 15, 2004" on the reverse side of such Debenture or Debentures duly completed. Any such exercise of such option shall be irrevocable. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any Debenture for redemption will be determined by the Trust, whose determination shall be final and binding. (8) The Debentures shall be issuable in denominations of $1,000 and any integral multiple thereof. (9) In addition to the Trustee, Midwest Clearing Corporation, 40 Broad Street, 22d Floor, New York, New York 10004 is appointed Paying Agent for the Debentures. The office or agency of such Paying Agent in the Borough of Manhattan, The City of New York, is designated the office or agency of the Trust in the Borough of Manhattan, The City of New York, at which Debentures may be surrendered for redemption at the option of the holders thereof. (10) The entire outstanding principal amount of the Debentures shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 502 of the Indenture. (11) Payment of the principal of and interest on the Debentures shall be payable in Dollars and the Debentures shall be denominated in Dollars. (12) No Make-Whole Amount shall be payable in connection with any optional redemption or accelerated payment of any Debenture. (13) The Holders of the Debentures shall have no special rights in addition to those provided in the Indenture upon the occurrence of any particular events. (14) There shall be no deletions from, modifications of or additions to the Events of Default or covenants of the Trust with respect to the Debentures set forth in the Indenture. (15) The Debentures shall be issuable only as Registered Securities in permanent global form (without coupons). Beneficial owners of interests in the permanent global Debenture may exchange such interests for Debentures of like tenor of any authorized form and denomination only in the manner provided in Section 305 of the Indenture. DTC shall be the depositary with respect to the permanent global Debenture. The form of such permanent global Debenture filed with the minutes of this meeting and identified as Exhibit A is hereby approved. (16) The Debentures shall not be issuable as Bearer Securities. (17) Interest on any Debenture shall be payable only to the Person in whose name that Debenture (or one or more Predecessor Securities thereof) is registered at the close of business on the Regular Record Date for such interest. (18) Sections 1402 and 1403 of the Indenture shall be applicable to the Debentures. (19) The Debentures shall not be issuable in definitive form except under the circumstances described in Section 305 of the Indenture. (20) The Debentures shall not be issued upon the exercise of debt warrants. (21) The Trust shall not pay Additional Amounts as contemplated by Section 1011 of the Indenture on the Debentures. (22) The Trust shall have no obligation to permit the conversion of the Debentures into shares of Capital Stock of the Trust. RESOLVED, that the Debentures shall be sold to the Underwriters at a price equal to 99.039% of the principal amount thereof, plus accrued interest from September 27, 1994. RESOLVED, that each of the President and the Senior Vice President and Chief Financial Officer of the Trust (and, in the absence of the Senior Vice President and Chief Financial Officer of the Trust, each of the Vice President, Controller - Corporate Accounting and Assistant Secretary and the Vice President, Secretary and General Counsel of the Trust) is authorized, in the name and on behalf of the Trust and where appropriate under its corporate seal attested by its Secretary or an Assistant Secretary, to execute and deliver the Debentures and the Underwriting Agreement in the forms approved hereby, with such changes as shall have been approved by the executing officer, provided that any such change shall be consistent with all determinations made by the Board of Directors in these resolutions. RESOLVED, that all officers of the Trust are authorized, in the name and on behalf of the Trust, to make, execute and deliver or cause to be made, executed and delivered, and to evidence the approval of the Board of Directors of, all such officers' certificates, depository agreements, letters of representation or other agreements or arrangements necessary or appropriate in connection with the administration of any book-entry arrangements for the Debentures, and such other agreements, undertakings, documents or instruments, and to perform all such acts and make all such payments, as may, in the judgment of such officers, be necessary, appropriate or desirable to effectuate the purpose of these resolutions, including the performance of the obligations of the Trust under the Indenture, the Debentures, the Registration Statement, the Underwriting Agreement and any other agreement, undertaking, document or instrument referred to herein or therein. RESOLVED, that all officers of the Trust are authorized in the name and on behalf of the Trust to take any and all such action which they may deem necessary or advisable in order to effect the registration or qualification of part or all of the Debentures under the securities or Blue Sky laws of any of the states and other jurisdictions of the United States of America, and in connection therewith to execute, acknowledge, verify, deliver, file and publish all such applications, reports, issuer's covenants, resolutions and other papers and instruments as may be required under such laws, and to take any and all further action which they may deem necessary or advisable in order to maintain any such registration or qualification for as long as they deem to be in the best interests of the Trust. RESOLVED, that the President, the Senior Vice President and Chief Financial Officer and the Vice President, Secretary and General Counsel of the Trust are authorized in the name and on behalf of the Trust to execute and file irrevocable written consents on the part of the Trust to be sued in such states and other jurisdictions of the United States of America wherein such consents to service of process may be requisite under the securities laws thereof in connection with said registration or qualification of the Debentures, and to appoint the appropriate state official agent of the Trust for the purpose of receiving and accepting process. RESOLVED, that the form of any resolution, the adoption and/or certification of which is required under the securities or Blue Sky laws of any state or other jurisdiction in the United States of America in which the Debentures are registered or qualified, is adopted, effective as of the earlier of the date of certification thereof or the date of this meeting, as if the terms of such resolution were set forth in full herein. RESOLVED, that and any and all action heretofore taken by the officers of the Trust pursuant to the authority conferred by the preceding five resolutions and consistent therewith is ratified, approved and confirmed. EX-4 3 EXHIBIT 4(II)(F)(5) Exhibit 4(ii)(f)(5) REGISTERED PRINCIPAL AMOUNT No.: $ CUSIP No.: 910197AC6 UNITED DOMINION REALTY TRUST, INC. 8 1/2% DEBENTURE DUE SEPTEMBER 15, 2024 UNITED DOMINION REALTY TRUST, INC., a Virginia corporation (hereinafter called the "Trust," which term shall include any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, upon presentation, the principal sum of DOLLARS on September 15, 2024, and to pay interest on the outstanding principal amount thereon from September 27, 1994, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on March 15 and September 15 in each year, commencing March 15, 1995, at the rate of 8 1/2% per annum, until the entire principal amount hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Debenture (or one or more Predecessor Debentures) is registered at the close of business on the Regular Record Date for such interest which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and may either be paid to the Person in whose name this Debenture (or one or more Predecessor Debentures) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Debentures of this series not more than 15 days and not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Payment of the principal of and interest on this Debenture will be made at the office or agency of the Trust maintained for that purpose in the City of Richmond, State of Virginia, or elsewhere as provided in the Indenture, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Trust payment of interest may be made by (i) check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register kept for the Debentures pursuant to Section 305 of the Indenture (the "Debenture Register") or (ii) transfer to an account of the Person entitled thereto located inside the United States. This Debenture is one of a duly authorized issue of securities of the Trust (herein called the "Debentures"), issued and to be issued in one or more series under an Indenture, dated as of April 1, 1994 (herein called the "Indenture"), between the Trust and NationsBank of Virginia, N.A. (herein called the "Trustee," which term includes any successor trustee under the Indenture with respect to the Debentures), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trust, the Trustee and the Holders of the Debentures and of the terms upon which the Debentures are, and are to be, authenticated and delivered. This Debenture is one of the series designated as the "8 1/2% Debentures due September 15, 2024," limited in aggregate principal amount to $150,000,000. This Debenture is not redeemable at the option of the Trust. The Trust shall be obligated to redeem this Debenture, or any portion of the principal hereof that is an integral multiple of $1,000, at the option of the Holder, on September 15, 2004 (the "Redemption Date") at a Redemption Price equal to 100% of the principal hereof to be redeemed, plus interest accrued to the Redemption Date. To exercise such option, the Holder shall deliver or cause to be delivered to the Trust, and the Trust shall receive at its office or agency in the Borough of Manhattan, The City of New York, during the period beginning July 15, 2004 and ending at 5:00 P.M. (New York City time) on August 15, 2004 (or, if August 15, 2004 is not a Business Day, on the next succeeding Business Day), this Debenture with the form entitled "Option to Require Redemption on September 15, 2004" on the reverse side hereof duly completed. Any such exercise of such option shall be irrevocable. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of this Debenture for redemption will be determined by the Trust, whose determination shall be final and binding. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Trust on this Debenture and (b) certain restrictive covenants and the related defaults and Events of Default applicable to the Trust, in each case, upon compliance by the Trust with certain conditions set forth in the Indenture, which provisions apply to this Debenture. If an Event of Default with respect to the Debentures shall occur and be continuing, the principal of the Debentures may be declared due and payable in the manner and with the effect provided in the Indenture. As provided in and subject to the provisions of the Indenture, the Holder of this Debenture shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Debentures, the Holders of not less than 25% in principal amount of the Debentures at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity and the Trustee shall not have received from the Holders of a majority in principal amount of the Debentures at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Debenture for the enforcement of any payment of principal hereof or any interest on or after the respective due dates expressed herein. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Trust and the rights of the Holders of the Debentures under the Indenture at any time by the Trust and the Trustee with the consent of the Holders of not less than a majority in principal amount of the Outstanding Debentures. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Debentures at the time Outstanding, on behalf of the Holders of all Debentures, to waive compliance by the Trust with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Debenture shall be conclusive and binding upon such Holder and upon all future Holders of this Debenture and of any Debenture issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Debenture. No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Trust, which is absolute and unconditional, to pay the principal of and interest on this Debenture at the times, places and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Debenture is registrable in the Debenture Register, upon surrender of this Debenture for registration of transfer at the office or agency of the Trust in any Place of Payment where the principal of and interest on this Debenture are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trust and the Security Registrar for the Debentures (the "Debenture Registrar") duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debentures of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Debentures of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Debentures of this series are exchangeable for a like aggregate principal amount of Debentures of this series of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Trust may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Debenture for registration of transfer, the Trust, the Trustee and any agent of the Trust or the Trustee may treat the Person in whose name this Debenture is registered as the owner hereof for all purposes, whether or not this Debenture be overdue, and neither the Trust, the Trustee nor any such agent shall be affected by notice to the contrary. No recourse under or upon any obligation, covenant or agreement contained in the Indenture or in this Debenture, or because of any indebtedness evidenced thereby, shall be had against any promoter, as such or, against any past, present or future shareholder, officer or director, as such, of the Trust or of any successor, either directly or through the Trust or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of this Debenture by the Holder thereof and as part of the consideration for the issue of the Debentures. All terms used in this Debenture which are defined in the Indenture shall have the meanings assigned to them in the Indenture. THE INDENTURE AND THE DEBENTURES, INCLUDING THIS DEBENTURE, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE COMMONWEALTH OF VIRGINIA. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Trust has caused "CUSIP" numbers to be printed on the Debentures as a convenience to the Holders of the Debentures. No representation is made as to the correctness or accuracy of such CUSIP numbers as printed on the Debentures, and reliance may be placed only on the other identification numbers printed hereon. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee by manual signature, this Debenture shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Trust has caused this instrument to be duly executed under its corporate seal this day of , . UNITED DOMINION REALTY TRUST, INC. By:_____________________________________ Name: Title: Attest: By:_________________________________ Name: Title: [SEAL] TRUSTEE'S CERTIFICATE OF AUTHENTICATION: This is one of the Debentures of the series designated "8 1/2% Debentures due September 15, 2024" pursuant to the within-mentioned Indenture. NATIONSBANK OF VIRGINIA, N.A., as Trustee By:_________________________________ Authorized Signatory REVERSE SIDE OF DEBENTURE Option to Require Redemption on September 15, 2004 The undersigned Holder of this Debenture hereby irrevocably exercises the option to require the Trust to redeem ( ) all ( ) $ ($1,000 or an integral multiple thereof) of the principal amount hereof on September 15, 2004, and directs the Trust to make payment of the Redemption Price, and to issue and deliver a new Debenture or Debentures equal in aggregate principal amount to the unredeemed principal amount hereof, if any, to such Holder at such Holder's address as it appears in the Debenture Register, unless a different name and/or address has been specified below. Dated: ________________________ ______________________________________ Signature Payment of the Redemption Price and Issue new Debentures in the principal delivery of new Debentures, if any amounts (each $1,000 or an integral (if other than to the registered multiple thereof) specified below. Holder at the address appearing in (If no contrary specification is the Debenture Register), are to be made, a single new Debenture equal in made as follows: principal amount to the unredeemed portion of this Debenture will be ____________________________________ issued.) Name Address: Number Principal Amount ____________________________________ ____________ __________________ ____________________________________ ____________ __________________ ____________ __________________ ____________________________________ ____________ __________________ ____________ __________________ ____________________________________ ____________ __________________ Social Security or other ____________ __________________ identifying number of owner of new Debenture ASSIGNMENT FORM FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Please Print or Typewrite Name and Address including Zip Code of Assignee) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . the within Debenture of United Dominion Realty Trust, Inc., and irrevocably constitutes and appoints . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Attorney to transfer said Debenture on the books of the within-named Trust with full power of substitution in the premises. Dated: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NOTICE: The signature to this assignment must correspond with the name as it appears on the first page of the within Debenture in every particular, without alteration or enlargement or any change whatever. EX-27 4 FINANCIAL DATA SCHEDULE
5 1,000 9-MOS DEC-31-1994 SEP-30-1994 9,638 16,132 0 0 0 12,689 944,785 111,387 871,857 0 482,414 50,210 0 0 310,794 871,857 95,905 96,426 40,648 40,648 24,336 0 17,984 13,458 0 13,548 0 (89) 0 13,369 .30 .30
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