-----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, ETrjY3jzfz9mrRqjBdHU3KCY2nAewTOrIaVwNl/sERykbSX8o06tB3ru29/l7NTf vZtUvfrwh2GnDzz0jmfcZA== 0000916641-96-000061.txt : 19960201 0000916641-96-000061.hdr.sgml : 19960201 ACCESSION NUMBER: 0000916641-96-000061 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940526 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960131 SROS: NYSE FILER: 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: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10524 FILM NUMBER: 96509440 BUSINESS ADDRESS: STREET 1: 330 S 6TH STREET SUITE 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 8-K/A 1 8-K/A FINANCIALS Form 8-K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 AMENDMENT TO APPLICATION OR REPORT Filed Pursuant to Section 12, 13 or 15(d) of THE SECURITIES EXCHANGE ACT OF 1934 United Dominion Realty Trust, Inc. (Exact name of registrant as specified in its charter) AMENDMENT NO. 4 The undersigned registrant hereby amends its Current Report on Form 8-K dated May 26, 1994 by updating the depreciation and interest expense numbers appearing in the column "Pro Forma Adjustments" contained in the Pro Forma Statements of Operations for the twelve months ended December 31, 1993 and for the three months ended March 31, 1994, the column "Portfolio Acquisition" contained in the balance sheet as of March 31, 1994, the related Notes to Pro Forma Balance Sheet and Notes to Pro Forma Statements of Operations and the information contained in ITEM2, "Acquisition or Disposition of Assets". Subsequent to the filing of the original Form 8-K dated May 26, 1994, and to the filing of Form 8-K/A, Amendment No. 1, 8-K/A, Amendment No. 2, and Amendment No. 3, the Trust received more definitive information regarding the source of funds that will be used to purchase the "Portfolio Acquisition" as well as an updated purchase price. This information changes the Pro Forma Balance Sheet, the Pro Forma Statements of Operations and the Notes to these pro forma financial statements and ITEM 2, "Acquisition or Disposition of Assets". Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Real Estate Properties Acquired (b) Pro Forma Financial Information (c) Exhibits (24) Consents of experts SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized. UNITED DOMINION REALTY TRUST, INC. (Registrant) /s/ Jerry A. Davis Jerry A. Davis Vice President Corporate Controller Date: May 26, 1994 ITEM 2. Acquisition or Disposition of Assets On April 1, 1994, the registrant, United Dominion Realty Trust, Inc. (the "Trust"), signed 25 separate contracts to acquire a portfolio of 25 apartment communities, located primarily in the Southeast, in separate but related transactions from certain affiliates of Clover Financial Corporation, a New Jersey corporation for $164,807,000, including estimated closing costs ("the Portfolio Acquisition"). The proposed acquisition will be financed through several sources of cash which include (i) the net proceeds from a public offering of 8,000,000 shares of Common Stock, estimated to be $107,960,000, (ii) the assumption of two mortgage loans encumbering two properties in the Portfolio Acquisition totaling $11,696,000, and (ii) senior unsecured debt comprised of a combination of bank line borrowings and term debt. The 25 apartment communities consist of 5,170 total units located on a total of 365 acres, built at various times between 1964 and 1987. 2 UNITED DOMINION REALTY TRUST, INC. PRO FORMA BALANCE SHEET MARCH 31, 1994 (UNAUDITED) (IN THOUSANDS OF DOLLARS, EXCEPT SHARE DATA)
ACQUISITIONS PREVIOUSLY REPORTED ON FORM 8-K DATED APRIL 15, 1994 AND FORM 8-K PORTFOLIO DATED HISTORICAL (A) ACQUISITION MAY 17, 1994 BALANCE SHEET ASSETS Real estate owned Apartments............................................................. $532,227 $ 164,807(B) $ 46,086(G) Shopping centers....................................................... 74,450 Office and Industrial.................................................. 4,593 611,270 164,807 46,086 Less accumulated depreciation.......................................... 97,150 514,120 164,807 46,086 Cash and cash equivalents................................................ 10,489 Other assets............................................................. 10,993 $535,602 $ 164,807 $ 46,086 LIABILITIES AND SHAREHOLDERS' EQUITY Mortgage notes payable................................................... $ 72,660 $ 11,696(C) $ 12,444(H) Notes payable............................................................ 188,101 38,682(D) 33,642(H) Accounts payable, accrued expenses and other............................. 7,259 Tenants' deposits and rents paid in advance.............................. 3,372 Distributions payable to shareholders.................................... 8,130 279,522 50,378 46,086 Shareholders' equity Common stock, $1 par value; 60,000,000 shares authorized 41,703,785 shares issued and outstanding (50,308,894 in pro forma)..................... 41,704 8,479(E) Additional paid-in capital............................................. 302,981 105,950(F) Notes receivable from officer shareholders............................. (4,096) Distributions in excess of net income.................................. (84,509) Total shareholders' equity............................................. 256,080 114,429 -- $535,602 $ 164,807 $ 46,086 PRO FORMA BALANCE SHEET ASSETS Real estate owned Apartments............................................................. $743,120 Shopping centers....................................................... 74,450 Office and Industrial.................................................. 4,593 822,163 Less accumulated depreciation.......................................... 97,150 725,013 Cash and cash equivalents................................................ 10,489 Other assets............................................................. 10,993 $746,495 LIABILITIES AND SHAREHOLDERS' EQUITY Mortgage notes payable................................................... $ 96,800 Notes payable............................................................ 260,425 Accounts payable, accrued expenses and other............................. 7,259 Tenants' deposits and rents paid in advance.............................. 3,372 Distributions payable to shareholders.................................... 8,130 375,986 Shareholders' equity Common stock, $1 par value; 60,000,000 shares authorized 41,703,785 shares issued and outstanding (50,308,894 in pro forma)..................... 50,183 Additional paid-in capital............................................. 408,931 Notes receivable from officer shareholders............................. (4,096) Distributions in excess of net income.................................. (84,509) Total shareholders' equity............................................. 370,509 $746,495
17 UNITED DOMINION REALTY TRUST, INC. NOTES TO PRO FORMA BALANCE SHEET MARCH 31, 1994 (UNAUDITED) 1. BASIS OF PRESENTATION The accompanying pro forma balance sheet assumes the completion, as of March 31, 1994, of (i) the sale of 8,479,400 shares of Common Stock (which includes the July 1994 sale of 479,400 shares excercised by the underwriters) at $14.25 per share (the "Offering"), (ii) the proposed acquisition of 25 apartment communities (the "Portfolio Acquisition"), (iii) the acquisition of five apartment communities purchased in 1994 (previously reported on Forms 8-K dated April 15, 1994 and May 17, 1994), and (iv) the borrowing of $96,464,000 necessary to fund a portion of the Portfolio Acquisition. In management's opinion, all significant adjustments necessary to reflect these transactions have been made. The pro forma balance sheet should be read in conjunction with the Trust's audited financial statements for the year ended December 31, 1993 and its unaudited financial statements for the first quarter ended March 31, 1994. The unaudited pro forma balance sheet is not necessarily indicative of what the Trust's financial position would have been if the Offering and related acquisitions had been consummated as of March 31, 1994, nor does it purport to be indicative of the Trust's financial position in future periods. 2. ADJUSTMENTS TO THE PRO FORMA BALANCE SHEET (A) Represents the Trust's historical balance sheet contained in the Trust's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994. (B) Represents the initial purchase price of $162,100,000 for the 25 properties proposed to be acquired in the Portfolio Acquisition plus estimated closing costs of $2,707,000. (C) Represents the assumption of two mortgage loans encumbering two properties included in the Portfolio Acquisition as follows:
LOAN INTEREST PROPERTY NAME AMOUNT RATE Harris Pond Apartments................................................... $5,209,000 8.75% Royal Oaks Apartments.................................................... 6,487,000 8.50
(D) Represents assumed additional borrowings of $38,682,000 necessary to fund a portion of the Portfolio Acquisition. (E) Represents the issuance of 8,000,000 shares in the Offering and the issuance of an additional 479,400 shares to cover the over-allotments. (F) Represents the net proceeds from the Offering and over-allotment attributable to additional paid-in capital. In determining net proceeds from the Offering, underwriting discounts and other offering costs equal to 5.3% of gross proceeds, or $6,402,000, were incurred. (G) Represents the aggregate purchase price of $46,086,000 of three apartment communities purchased on April 8, 1994, April 14, 1994, and May 17, 1994 as previously reported on Forms 8-K dated April 15, 1994 and May 17, 1994. (H) Represents assumed additional borrowings of $33,642,000 on unsecured notes payable and the assumption of $12,444,000 of tax-exempt bonds necessary to fund the acquisitions of the properties in (G). 18 UNITED DOMINION REALTY TRUST, INC. PRO FORMA STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1994 (UNAUDITED) (IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)
ACQUISITIONS PREVIOUSLY REPORTED ON FORM 8-K DATED APRIL 15, 1994 AND PRO PORTFOLIO FORM 8-K DATED FORMA HISTORICAL (A) ACQUISITION (B) MAY 17, 1994 (C) ADJUSTMENTS STATEMENT OF OPERATIONS INCOME Property operations: Rental income........................................... $ 26,706 $ 7,149 $2,443 Property expenses: Utilities............................................. 2,712 737 121 Repairs & maintenance................................. 3,716 1,174 388 Real estate taxes..................................... 1,802 511 184 Property management................................... 921 357 106 $ (181)(E) Other operating expenses.............................. 2,234 1,127 280 (139)(F) Depreciation of real estate owned..................... 5,706 1,335(G) 17,091 3,906 1,079 1,015 Income from property operations........................... 9,615 3,243 1,364 (1,015) Interest income........................................... 114 9,729 3,243 1,364 (1,015) EXPENSES Interest................................................ 4,655 1,631(I) General and administrative.............................. 1,474 Other depreciation and amortization..................... 185 6,314 -- -- 1,631 Income before gains (losses) on investments............... 3,415 3,243 1,364 (2,646) Gains (losses) on sale of investments..................... Net income................................................ $ 3,415 $ 3,243 $1,364 $(2,646) Net income per share...................................... $ 0.08 Distributions declared per share.......................... .195 Weighted average number of shares outstanding............. 41,688 8,479 PRO FORMA STATEMENT OF OPERATIONS INCOME Property operations: Rental income........................................... $36,298 Property expenses: Utilities............................................. 3,570 Repairs & maintenance................................. 5,278 Real estate taxes..................................... 2,497 Property management................................... 1,203 Other operating expenses.............................. 3,502 Depreciation of real estate owned..................... 7,041 23,091 Income from property operations........................... 13,207 Interest income........................................... 114 13,321 EXPENSES Interest................................................ 6,286 General and administrative.............................. 1,474 Other depreciation and amortization..................... 185 7,945 Income before gains (losses) on investments............... 5,376 Gains (losses) on sale of investments..................... Net income................................................ $ 5,376 Net income per share...................................... $ .11 Distributions declared per share.......................... .195 Weighted average number of shares outstanding............. 50,167
19 UNITED DOMINION REALTY TRUST, INC. PRO FORMA STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1993 (UNAUDITED) (IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)
ACQUISITIONS PREVIOUSLY REPORTED ON FORM 8-K DATED ACQUISITIONS APRIL 15, 1994 AND PREVIOUSLY FORM 8-K REPORTED ON PRO PORTFOLIO DATED FORM 8-K DATED FORMA HISTORICAL (A) ACQUISITION (B) MAY 17, 1994 (C) DECEMBER 31, 1993 (D) ADJUSTMENTS STATEMENT OF OPERATIONS INCOME Property operations: Rental income..................... $ 89,084 $28,345 $ 10,489 $ 9,424 Property expenses: Utilities....................... 7,838 2,461 554 846 Repairs & maintenance........... 13,950 4,439 1,542 1,407 Real estate taxes............... 5,777 1,975 865 780 Property management............. 2,782 1,413 447 422 $ (863)(E) Other operating expenses........ 7,512 4,489 1,296 1,552 (554)(F) Depreciation of real estate owned......................... 19,764 7,846(G) 57,623 14,777 4,704 5,007 6,429 Income from property operations..... 31,461 13,568 5,785 4,417 (6,429) Interest income..................... 708 (438)(H) 32,169 13,568 5,785 4,417 (6,867) EXPENSES Interest.......................... 16,938 9,985(I) General and administrative........ 3,349 Other depreciation and amortization.................... 596 20,883 -- -- -- 9,985 Income before gains (losses) on investments....................... 11,286 13,568 5,785 4,417 (16,852) Gains (losses) on sale of investments....................... (89) Net income.......................... $ 11,197 $13,568 $ 5,785 $ 4,417 $ (16,852) Net income per share................ $ 0.29 Distributions declared per share.... 0.70 Weighted average number of shares outstanding....................... 38,202 8,479 PRO FORMA STATEMENT OF OPERATIONS INCOME Property operations: Rental income..................... $137,342 Property expenses: Utilities....................... 11,699 Repairs & maintenance........... 21,338 Real estate taxes............... 9,397 Property management............. 4,201 Other operating expenses........ 14,295 Depreciation of real estate owned......................... 27,610 88,540 Income from property operations..... 48,802 Interest income..................... 270 49,072 EXPENSES Interest.......................... 26,923 General and administrative........ 3,349 Other depreciation and amortization.................... 596 30,868 Income before gains (losses) on investments....................... 18,204 Gains (losses) on sale of investments....................... (89) Net income.......................... $ 18,115 Net income per share................ $ .39 Distributions declared per share.... 0.70 Weighted average number of shares outstanding....................... 46,681
20 UNITED DOMINION REALTY TRUST, INC. NOTES TO PRO FORMA STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1994 AND THE YEAR ENDED DECEMBER 31, 1993 (UNAUDITED) 1. BASIS OF PRESENTATION The accompanying pro forma statements of operations assume the completion of (i) the sale of 8,479,400 shares of Common Stock (which includes the July 1994 sale of 479,400 shares exercised by the underwriters) at $14.25 per share (the "Offering"), (ii) the proposed acquisition of 25 apartment communities (the "Portfolio Acquisition"), (iii) the acquisition of five apartment communities purchased in 1994 previously reported on Forms 8-K dated April 15, 1994 and May 17, 1994, and (iv) the acquisition of eleven apartment communities previously reported on Form 8-K dated December 31, 1993, at the beginning of each period presented. In addition, such pro forma statements of operations also assume that $24,791,000 of 7 year senior unsecured notes are outstanding for approximately 8 months for the year ended December 31, 1993 and 2 months for the first quarter of 1994. In management's opinion, all significant adjustments necessary to reflect these transactions have been made. The pro forma statements of operations should be read in conjunction with the Trust's audited financial statements for the year ended December 31, 1993 and its unaudited financial statements for the three months ended March 31, 1994. The unaudited pro forma statements of operations are not necessarily indicative of what the Trust's results would have been for the three months ended March 31, 1994 and the year ended December 31, 1993 if the Offering and related acquisitions had been consummated at the beginning of each period presented, nor do they purport to be indicative of the results of operations or financial position in future periods. 2. ADJUSTMENTS TO THE PRO FORMA STATEMENTS OF OPERATIONS (A) Represents the Trust's historical statements of operations contained in its Quarterly Report on Form 10-Q for the three months ended March 31, 1994 and its Annual Report on Form 10-K for the year ended December 31, 1993. (B) Represents actual rental income and related operating expenses of the proposed Portfolio Acquisition, as reported on Form 8-K dated May 26, 1994. (C) Represents rental income and related operating expenses of five apartment acquisitions, as previously reported on Forms 8-K dated April 15, 1994 and May 17, 1994. (D) Reflects the net adjustments required to allow for a full year of rental income and operating expenses for the year ended December 31, 1993, for the Trust's acquisitions reported on Form 8-K during 1993. (E) Reflects the net decrease in property management fees for the Portfolio Acquisition and the Trust's 1993 and 1994 acquisitions. The Trust internally manages its apartment properties at a cost of approximately 3% of rental income. (F) Reflects the net decrease in insurance expense to reflect that the Trust insures its apartments for approximately $107 per unit less than the historical insurance expense of the Portfolio Acquisition. (G) Represents the net adjustments to depreciation expense as outlined in the table below. Depreciation is computed on a straight-line basis over the estimated useful lives of the related assets. Buildings have been depreciated over 35 years and other improvements over 15 years based upon an assumed allocation of the estimated initial cost of the Portfolio Acquisition.
3 MONTHS ENDED 12 MONTHS ENDED MARCH 31, 1994 DECEMBER 31, 1993 Increase related to the Portfolio Acquisition $1,023,000 $ 4,393,000 Increase related to the acquisitions previously reported on Form 8-K dated April 15, 1994 and Form 8-K dated May 17, 1994 312,000 1,943,000 Increase related to the acquisitions previously reported on Form 8-K dated December 31, 1993 -- 1,510,000 Total $1,335,000 $ 7,846,000
21 (H) Reflects the reduction of interest income associated with the use of short-term investments to acquire the properties at assumed interest rates in effect at the time of each respective acquisition for the year ended December 31, 1993, for the Trust's 1993 acquisitions reported on Form 8-K during 1993. (I) Reflects the additional interest expense associated with the increase in bank lines of credit and the assumption of tax-exempt bonds on one of the 1994 property acquisitions and of two mortgage notes assumed to have been incurred by the Trust to purchase (i) the Portfolio Acquisition at interest rates and maturities which are currently available to the Trust, (ii) the 1994 apartment acquisitions through May 17, 1994 at interest rates under the Trust's bank lines of credit on the date of purchase, and (iii) the 1993 apartment acquisitions made by the Trust at interest rates and maturities that were available at the time of each acquisition as follows:
3 MONTHS ENDED 12 MONTHS ENDED MARCH 31, 1994 DECEMBER 31, 1993 Increase related to the Portfolio Acquisition $ 914,000 $ 5,259,000 Increase related to the acquisitions previously reported on Form 8-K dated April 15, 1994 and Form 8-K dated May 17, 1994 717,000 3,183,000 Increase related to the acquisitions previously reported on Form 8-K dated December 31, 1993 -- 1,543,000 Total $1,631,000 $ 9,985,000
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