-----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, Ve5l+6+Ob2IgFzthbKOouEUhK2ODUdq6o9W7vstZehaWBMUpPZ5T0l6K2kvJErSJ 1LvpeOA7KxHyOnMQS+Vr5w== 0000916641-98-001348.txt : 19981222 0000916641-98-001348.hdr.sgml : 19981222 ACCESSION NUMBER: 0000916641-98-001348 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981207 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 SEC ACT: SEC FILE NUMBER: 001-10524 FILM NUMBER: 98772771 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 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 21, 1998 UNITED STATES 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): December 7, 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 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 was 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 would 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 owned a combined 20.9% interest in AAC II, LP. In exchange for the Limited Partners 20.9% interest in AAC II, LP, United Dominion would issue 5,614,035 Operating Partnership Units (OP Units) and cash. The transaction was structured as a tax-free merger (Merger) and exchange of OP Units and was treated as a purchase for accounting purposes. On December 7, 1998, United Dominion completed the acquisition of AAC in a statutory merger. In accordance with the Merger Agreement, the purchase price consisted 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 approximately $175 million, (ii) the issuance of 5,614,035 OP Units with a value of approximately $70 million, (iii) the assumption of secured notes payable with a fair value of approximately $460 million, (iv) the assumption of other liabilities aggregating approximately $20 million and (v) $60 million of cash. The aggregate purchase price of the Merger was approximately $800.0 million, including transaction costs and mortgage premiums. AAC owned 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 were 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 ==== ====== 2 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements of Businesses Acquired The financial statements of American Apartment Communities II, Inc. and American Apartment Communities II, LP were previously filed on Form 8-K dated September 11, 1998 which was filed with the Securities and Exchange Commission on October 23, 1998 and subsequently amended on Form 8-K/A filed on December 21, 1998. (b) Pro Forma Financial Information The pro forma financial statements of American Apartment Communities II, Inc. and American Apartment Communities II, LP were previously filed on Form 8-K dated September 11, 1998 which was filed with the Securities and Exchange Commission on October 23, 1998 and subsequently amended on Form 8-K/A filed on December 21, 1998. 3 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: December 21, 1998 /s/ Robin R. Flanagan ----------------------- ----------------------------------- Robin R. Flanagan, Assistant Vice President and Chief Accounting Officer 4 -----END PRIVACY-ENHANCED MESSAGE-----