-----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, DjyWsViZ1KBnhp/+ffdHTbvF/yhdxsnkrFtmX7sDAXhiZYvJ8S7S0ZbejnO3UPIv QMquAmBC3+jUVbzHlUohUQ== 0000916641-98-001344.txt : 19981222 0000916641-98-001344.hdr.sgml : 19981222 ACCESSION NUMBER: 0000916641-98-001344 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980911 ITEM INFORMATION: FILED AS OF DATE: 19981221 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: SEC FILE NUMBER: 001-10524 FILM NUMBER: 98772614 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/A 1 AMENDMENT NO. 1 TO FORM 8-K AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 21, 1998 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K / A 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 September 11, 1998, which was filed with the Securities and Exchange Commission on October 23, 1998. The discussion previously reported under Item 2 - Acquisition or Disposition of Assets was revised to be reported under Item 5 - Other Events, as the acquisition was not consummated until December 7, 1998. ITEM 5. Other Events. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereto duly authorized. UNITED DOMINION REALTY TRUST, INC. (Registrant) /s/ Robin R. Flanagan ------------------------------------- Robin R. Flanagan, Assistant Vice President and Chief Accounting Officer Date: December 21, 1998 ITEM 5.Other Events On September 11, 1998, United Dominion Realty Trust, Inc. (United Dominion), entered into an Agreement and Plan of Merger (Merger Agreement) between United Dominion and American Apartment Communities II, Inc. (AAC). Pursuant to the Merger Agreement, each share of AAC common and preferred stock is entitled to receive 7.812742 shares of United Dominion Series D Convertible Preferred Stock (Preferred Stock) and $46.1824 in cash. In exchange for the Preferred Stock and cash, United Dominion will acquire AAC's 79.1% interest in AAC II, LP. In addition, United Dominion entered into a Partnership Interest Purchase and Exchange Agreement (Partnership Exchange Agreement) between United Dominion, United Dominion Realty, L.P. (United Dominion's Operating Partnership) and American Apartment Communities Operating Partnership, L.P., AAC Management LLC and Schnitzer Investment Corporation (the Limited Partners). The Limited Partners own a combined 20.9% interest in AAC II, LP. In exchange for the Limited Partners 20.9% interest in AAC II, LP, United Dominion will issue 5,614,035 Operating Partnership Units (OP Units) and cash. The transaction has been structured as a tax-free merger (Merger) and exchange of OP Units and will be treated as a purchase for accounting purposes. In accordance with the Merger Agreement, the purchase price consists of the following: (i) 8,000,000 shares of 7.5% Series D Convertible Preferred Stock ($25 liquidation preference value) which is convertible into United Dominion common stock at $16.25 per share with a fair market value of $175 million, (ii) the issuance of 5,614,035 OP Units with an aggregate fair value of $67.4 million, (iii) the assumption of $466.2 million of secured notes payable at fair value, (iv) the assumption of other liabilities aggregating $24.7 million and (v) $56.5 million of cash. The aggregate purchase price of the Merger is estimated at approximately $806.0 million, including transaction costs and mortgage premiums. AAC owns 54 communities located in the West, Northwest, Midwest and Florida. The 54 communities contain 14,141 apartment homes with a weighted average year built of 1979. AAC's apartment communities are geographically distributed as follows: Number of Number of City/State Apartment Communities Apartment Homes - ------------------------ --------------------- --------------- San Francisco/San Jose, CA 4 980 Monterey Peninsula, CA 13 2,076 Sacramento, CA 2 914 Los Angeles, CA 2 926 Other CA 2 444 ---- ------ Total California 23 5,340 Portland, OR 4 996 Seattle, WA 3 492 Denver, CO 2 876 ---- ------ Pacific Northwest 9 2,364 Columbus, OH 4 1,344 Indianapolis, IN 3 875 Detroit, MI 4 744 Lansing, MI 4 1,227 Other Midwest 4 819 ---- ------ Total Midwest 19 5,009 Tampa, FL 2 1,108 South Florida 1 320 - ------ Total Florida 3 1,428 Total 54 14,141 ==== ====== -----END PRIVACY-ENHANCED MESSAGE-----