-----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, Tg6cLs3DJCNtUxYPIATJ7QPKgZn696v4pxLWBTL57ZZuKf8Zem4kFfNVmYRDcdWR mQuMhGp2Rc9z99KbDxJAGQ== 0000916641-98-000447.txt : 19980414 0000916641-98-000447.hdr.sgml : 19980414 ACCESSION NUMBER: 0000916641-98-000447 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980327 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980413 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 SEC ACT: SEC FILE NUMBER: 001-10524 FILM NUMBER: 98592448 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 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 27, 1998 UNITED DOMINION REALTY TRUST, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Virginia 1-10524 54-0857512 - ------------------------------- ------------------------ ---------------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation of organization) Identification No.) 10 South Sixth Street, Virginia 23219-3802 --------------------------------------------------- (Address of principal executive offices - zip code) (804) 780-2691 -------------------------------------------------- Registrant's telephone number, including area code Item 2. Acquisition or Disposition of Assets. Effective as of the close of business on March 27, 1998, ASR Investments Corporation ("ASR") merged with and into UDR Western Residential, Inc., a wholly-owned subsidiary of the registrant, United Dominion Realty Trust, Inc. ("United Dominion"), pursuant to an Amended and Restated Agreement and Plan of Merger dated as of December 19, 1997 (the "Merger Agreement"), previously filed with the Commission on January 30, 1998. Following this transaction, the Company's "acquisitions" were significant in the aggregate and necessitated the filing of this Form 8-K. The merger has been structured as a tax-free transaction and will be treated as a purchase for accounting purposes. As provided in the Merger Agreement, each of the 4,916,199 shares of ASR common stock outstanding on March 27, 1998, was exchanged for 1.575 shares of United Dominion common stock. Based on United Dominion's common stock price of $14, United Dominion issued approximately $130 million of common stock and common stock equivalents and assumed approximately $175 million of debt. The aggregate purchase price of the merger is estimated at approximately $330 million, including closing costs and mortgage premiums. ASR, a Maryland corporation, owned 40 apartment communities and one commercial property located in the Southwest and Northwest. The 40 communities contain 7,550 apartment homes with a weighted average year built of 1984. ASR's apartment communities are geographically distributed as follows: Number of Number of City/State Apartment Communities Apartment Homes - ------------------------ --------------------- --------------- Houston, Texas 14 2,261 Dallas, Texas 8 1,889 Tucson, Arizona 8 1,112 Phoenix, Arizona 3 928 Washington 4 812 Albuquerque, New Mexico 3 548 --- ------ Total 40 7,550 === ====== ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements of Businesses Acquired. Financial statements of the acquiree, ASR, are not provided in this Form 8-K. Financial statements of ASR which are deemed to be substantially equivalent to those required in this Form 8-K were previously included in United Dominion's Registration Statement ("Form S-4") filed with the Securities and Exchange Commission on January 30, 1998. (b) Pro Forma Financial Information. It is impracticable to provide the required pro forma financial information at the time of this report. However, the required pro forma financial information will be filed not later than 60 days after the filing of this report. Signatures Pursuant to the requirements of the Securities and 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: April 13, 1998 /s/ James Dolphin --------------------------------- James Dolphin, Senior Vice President Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----