-----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, KYQc90/ehbQUZKA1X65NMV+kfGOH1N1M6ed4ZiBrvdubbtdG+qLWqfNDP5vTKcY6 +LhtQWWFdLcCoec8LWFakw== 0000916641-96-000065.txt : 19960201 0000916641-96-000065.hdr.sgml : 19960201 ACCESSION NUMBER: 0000916641-96-000065 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950630 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: 96509487 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 1/31/96 =============================================================================== 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. 1 The undersigned registrant hereby amends its Current Report on Form 8-K dated June 30, 1995 which was filed with the Securities and Exchange Commission on July 17, 1995. The Pro Forma Statements of Operations for the Twelve Months Ended December 31, 1994, was updated to include the effect of the 1994 acquisitions and 1994 pro forma adjustments. In addition, the Notes to the Pro Forma Statements of Operations were updated to reflect the additional disclosures required for the 1994 acquisitions and 1994 pro forma adjustments, as well as, additional information regarding the reconciliation of net income for previously filed 8-K's. The Pro Forma Financial Statement for the three months ended March 31, 1995 was updated to reflect the numbering changes in the Notes to the Pro Forma Financial Statements of Operations. The accountants' report and consent have been revised to include the city and state where issued. 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 (23) 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: June 30, 1995 Independent Auditors' Report To the Owners of Brittingham Square Apartments, The Greens at Cedar Chase Apartments, The Greens at Cross Court Apartments, The Greens at Falls Run Apartments, The Greens at Hilton Run Apartments, The Greens at Hollymead Apartments, The Greens at Schumaker Pond Apartments, The Greens of Constant Friendship Apartments, The Manor at England Run Apartments We have audited the accompanying combined statement of rental operations (as defined in Note 2) of the following apartment properties for the year ended December 31, 1994: Brittingham Square Apartments The Greens at Cedar Chase Apartments The Greens at Cross Court Apartments The Greens at Falls Run Apartments The Greens at Hilton Run Apartments The Greens at Hollymead Apartments The Greens at Schumaker Pond Apartments The Greens of Constant Friendship Apartments The Manor at England Run Apartments This financial statement is the responsibility of the management of the apartment properties. Our responsibility is to express an opinion on this statement based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. The statement was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in a Current Report on Form 8-K of United Dominion Realty Trust, Inc.), as described in Note 5, and is not intended to be a complete presentation of the apartment properties' revenues and expenses. In our opinion, the statement referred to above presents fairly, in all material respects, the income and operating expenses, as described in Note 2, of the apartment properties for the year ended December 31, 1994, in conformity with generally accepted accounting principles. L. P. Martin & Company, P.C. Certified Public Accountants Richmond, Virginia May 24, 1995 UNITED DOMINION REALTY TRUST, INC. PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994 (UNAUDITED) (IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)
ACQUISITIONS PREVIOUSLY REPORTED ON FORMS 8-K DATED APRIL 15, 1994, MAY 17, 1994, 1994 MAY 26, 1994, ACQUISITIONS PRO FORMA SEPTEMBER 1, 1994 AND PRO FORMA BEFORE 1995 HIGH HISTORICAL (1) OCTOBER 14, 1994 (2) ADJUSTMENTS ACQUISITIONS PORTFOLIO (3) INCOME Property operations: Rental Income $139,972 $27,128 $167,100 $11,095 Property expenses: Utilities 11,206 2,019 13,225 681 Repairs & maintenance 21,216 4,205 25,421 1,453 Real estate taxes 9,658 2,296 11,954 741 Property management 4,645 1,304 ($328)(4) 5,621 441 Other operating expenses 12,141 3,629 (277)(5) 15,493 1,144 Depreciation of real estate owned 28,729 4,514 (6) 33,243 87,595 13,453 3,909 104,957 4,460 Income from property operations 52,377 13,675 (3,909) 62,143 6,635 Interest income 756 (111)(7) 645 53,133 13,675 (4,020) 62,788 6,635 EXPENSES Interest 28,521 7,649 (6) 36,170 General and administrative 4,803 4,803 Other depreciation and amortization 691 691 34,015 0 7,649 41,664 0 Income before gains (losses) on investments and extraordinary item 19,118 13,675 (11,669) 21,124 6,635 Gains (losses) on sale of investments 108 108 Income before extraordinary item 19,226 13,675 (11,669) 21,232 6,635 Extraordinary item - early extinguishment of debt (89) (89) Net income 19,137 13,675 (11,669) 21,143 6,635 Dividends to preferred shareholders Net income available to common shareholders $19,137 $13,675 ($11,669) $21,143 $6,635 Net income per common share $0.41 $0.42 Distributions declared per common share $0.78 $0.78 Weighted average number of common shares outstanding 46,182 4,022 50,204
HIGH PORTFOLIO PRO FORMA PRO ADJUSTMENTS FORMA INCOME Property operations: Rental Income $178,195 Property expenses: Utilities 13,906 Repairs & maintenance 26,874 Real estate taxes 12,695 Property management ($60)(8) 6,002 Other operating expenses 16,637 Depreciation of real estate owned 1,637 (9) 34,880 1,577 110,994 Income from property operations (1,577) 67,201 Interest income 645 (1,577) 67,846 EXPENSES Interest 36,170 General and administrative 4,803 Other depreciation and amortization 691 0 41,664 Income before gains (losses) on investments and extraordinary item (1,577) 26,182 Gains (losses) on sale of investments 108 Income before extraordinary item (1,577) 26,290 Extraordinary item - early extinguishment of debt (89) Net income (1,577) 26,201 Dividends to preferred shareholders 6,289 (10) 6,289 Net income available to common shareholders ($7,866) $19,912 Net income per common share $0.52 Distributions declared per common share $0.78 Weighted average number of common shares 50,204 outstanding SEE ACCOMPANYING NOTES. UNITED DOMINION REALTY TRUST, INC. PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1995 (UNAUDITED) (IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)
PRO FORMA PRO HISTORICAL (1) HIGH PORTFOLIO (3) ADJUSTMENTS FORMA INCOME Property operations: Rental Income $45,493 $2,849 $48,342 Property expenses: Utilities 3,657 174 3,831 Repairs & maintenance 6,347 268 6,615 Real estate taxes 3,236 184 3,420 Property management 1,254 113 ($15)(8) 1,352 Other operating expenses 4,069 289 4,358 Depreciation of real estate owned 9,056 409 (9) 9,465 27,619 1,028 394 29,041 Income from property operations 17,874 1,821 (394) 19,301 Interest income 174 174 18,048 1,821 (394) 19,475 EXPENSES Interest 10,454 10,454 General and administrative 1,234 1,234 Other depreciation and amortization 273 273 11,961 0 0 11,961 Income before gains on investments and extraordinary item 6,087 1,821 (394) 7,514 Gains on sale of investments 63 63 Net income 6,150 1,821 (394) 7,577 Dividends to preferred shareholders 1,572 (10) 1,572 Net income available for common shareholders $6,150 $1,821 ($1,966) $6,005 Weighted average common shares 51,125 51,125 Net income per common share $0.12 $0.12 Dividends declared per common share $0.225 $0.225
SEE ACCOMPANYING NOTES. UNITED DOMINION REALTY TRUST, INC. NOTES TO PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND THE YEAR ENDED DECEMBER 31, 1994 (UNAUDITED) (1) Represents the Trust's Historical Statements of Operations contained in its Quarterly Report on Form 10-Q for the three months ended March 31, 1995 and its Annual Report on Form 10-K for the year ended December 31, 1994. (2) Amounts appearing under the column entitled "Acquisitions Previously Reported on Forms 8-K dated April 15, 1994, May 17, 1994, May 26, 1994, September 1, 1994 and October 14, 1994" give effect to significant acquisitions that have been previously reported to the Securities and Exchange Commission by the Trust on Forms 8-K dated April 15, 1994, May 17, 1994, May 26, 1994, September 1, 1994 and October 14, 1994. A reconciliation of net income to previously filed Forms 8-K and/or 8-K/A is as follows: 8-K FILED FILING TO UPDATE NET INCOME 8-K (IN THOUSANDS) April 15, 1994 8-K/A June 7, 1994 $ 845 May 17, 1994 8-K/A July 26, 1994 546 May 26, 1994 8-K August 31, 1994 * 6,619 September 1, 1994 8-K/A November 11, 1994 2,242 October 14, 1994 8-K/A December 29, 1994 3,423 $13,675 * The Form 8-K dated August 31, 1994 updated the Form 8-K dated May 26, 1994 for the six month period ended June 30, 1994. (3) Represents actual rental income and related operating expenses of the High Portfolio, as reported elsewhere herein. (4) To record the net decrease in property management fees for the acquisitions previously reported to the Securities and Exchange Commission on Forms 8-K dated April 15, 1994, May 17, 1994, May 26, 1994, September 1, 1994 and October 14, 1994. The Trust internally manages its apartment portfolio at a cost of approximately 3.5% of rental income. (5) To record 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 previously reported to the Securities and Exchange Commission on Form 8-K dated May 26, 1994. (6) To record depreciation expense and interest expense on the acquisitions previously reported to the Securities and Exchange Commission on Forms 8-K dated April 15, 1994, May 17, 1994, May 26, 1994, September 1, 1994 and October 14, 1994. (7) Reflects the reduction of interest income associated with the use of short-term investments to acquire the Portfolio Acquisition (as previously reported on form 8-K dated May 26, 1994), Regatta Shores Apartments (as previously reported on Form 8-K dated September 1, 1994) and for the acquisition of Mediterranean Village Apartments, Briar Club Apartments, Covingting Crossing Apartements and Hunters Trace Apartments (as previously reported on Form 8-K dated October 14, 1994) at assumed interest rates in effect at the time of the acquisition. (8) Reflects the net decrease in property management fees for the High Portfolio. The Trust internally manages its apartment properties at a cost of approximately 3.5% of rental income. (9) Reflects the net adjustments to depreciation expense to record the High Portfolio at the beginning of each period presented. 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 of 15 years based upon the initial cost of the High Portfolio of $65.7 million. (10) Reflects the adjustment to net income to record dividends paid to preferred shareholders on 2.7 million shares of preferred stock in calculating net income available to common shareholders. EX-23 2 EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS The Board of Directors United Dominion Realty Trust, Inc. We consent to the incorporation by reference in the previously filed Registration Statement Form S-3 No. 33-40433, Registration Statement Form S-3 No. 33-32930, Registration Statement Form S-3 No. 33-55159, Registration Statement Form S-8 No. 33-47926, Registration Statement Form S-8 No. 33-48000, and Registration Statement Form S-8 No. 33-58201 of United Dominion Realty Trust, Inc. of our reports dated May 24, 1995, with respect to the statements of rental operations of Brittingham Square Apartments, The Manor at England Run Apartments, The Greens of Constant Friendship Apartments, The Greens at Cedar Chase Apartments, The Greens at Cross Court Apartments, The Greens at Falls Run Apartments, The Greens at Hilton Run Apartments, The Greens at Hollymead Apartments, and The Greens at Schumaker Pond Apartments for the year ended December 31, 1994, included in this Form 8-K/A, Amendment to Application or Report on Form 8-K dated June 30, 1995. /s/ L.P. Martin & Company, P.C. L.P. Martin & Company, P.C. Certified Public Accountants Richmond, Virginia July 14, 1995 -----END PRIVACY-ENHANCED MESSAGE-----