-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, k2s0lk6aYnyevDIGhsLEr2lgUT72pAxOzEC1wmSAchT8W2wFKaOISUuJcPbjSvRV uA80pCimuEaJki3A+q5jRQ== 0000950118-94-000020.txt : 19940221 0000950118-94-000020.hdr.sgml : 19940221 ACCESSION NUMBER: 0000950118-94-000020 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940218 ITEM INFORMATION: 7 FILED AS OF DATE: 19940218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED DOMINION REALTY TRUST INC CENTRAL INDEX KEY: 0000074208 STANDARD INDUSTRIAL CLASSIFICATION: 6798 IRS NUMBER: 540857512 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 34 SEC FILE NUMBER: 001-10524 FILM NUMBER: 94510672 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 8-KA DOCUMENT 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. 2 The undersigned registrant hereby amends its Current Report on Form 8-K dated December 22, 1993 by adding the Historical Summary of Revenues and Certain Rental Expenses, the Estimates of Net Income and Funds Generated and the Pro Forma Condensed Financial Statements (Unaudited) and the Notes thereto, as set forth on the pages attached hereto. 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: February 18, 1994 INDEPENDENT AUDITORS' REPORT United Dominion Realty Trust, Inc. Richmond, Virginia We have audited the accompanying statement of rental operations (as defined in Note 2) of The Village at Old Tampa Bay Apartments for the year ended December 31, 1992. This financial statement is the responsibility of the management of The Village at Old Tampa Bay Apartments. 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 statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. 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 Cur- rent Report on Form 8-K of United Dominion Realty Trust, Inc.), as described in Note 4, and is not intended to be a complete presentation of The Village at Old Tampa Bay Apartments' revenues and expenses. In our opinion, the financial statement referred to above presents fairly, in all material respects, the income and operating expenses, as described in Note 2, of The Village at Old Tampa Bay Apartments for the year ended December 31, 1992 in conformity with generally accepted accounting principles. /s/ AHEARN, JASCO + COMPANY ______________________________________ AHEARN, JASCO + COMPANY Certified Public Accountants Pompano Beach, Florida January 11, 1994 THE VILLAGE AT OLD TAMPA BAY APARTMENTS STATEMENT OF RENTAL OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1992 REVENUES FROM RENTAL PROPERTY $ 1,744,377 RENTAL PROPERTY EXPENSES: Real estate taxes 234,749 Repairs and maintenance 414,854 Utilities 230,579 Property management fees 65,402 Other operating expenses 253,919 TOTAL RENTAL PROPERTY EXPENSES 1,199,503 INCOME FROM RENTAL OPERATIONS $ 544,874 The accompanying notes should be read with this financial statement. THE VILLAGE AT OLD TAMPA BAY APARTMENTS NOTES TO THE STATEMENT OF RENTAL OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1992 NOTE 1 - BASIS OF PRESENTATION The Village at Old Tampa Bay Apartments (the Property) consists of a 408 unit residential rental apartment complex located in Oldmar, Florida (Tampa), together with the existing leases. The assets that comprise the Property have been held as an investment of Old Tampa Village, Inc., a Florida general corporation (the Owner), throughout the year ended December 31, 1992. The accompanying financial statement presents the results of rental operations of the Property as a stand-alone entity. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Revenue and Expense Recognition The accompanying statement of rental operations has been prepared using the accrual method of accounting. Certain expenses such as depreciation, amortization, income taxes, mortgage interest expense and asset management fees are not reflected in the statement of rental operations, as required by Rule 3-14 of Regulation S-X of the Securities and Exchange Commission. Repairs and Maintenance Repairs and maintenance costs are expensed as incurred, while signifi- cant improvements, renovations and replacements are capitalized. NOTE 3 - MANAGEMENT FEES A management company operates, leases, and manages the apartment complex under a management agreement. The agreement shall remain in effect until terminated by either party. The management fee consists of 4% of gross re- ceipts (excluding tenant security deposits and interest income). Total management fees paid to the management company were $65,402 for the year ended December 31, 1992. NOTE 4 - SALE OF PROPERTY The property was sold to United Dominion Realty Trust, Inc. on December 8, 1993. This statement of rental operations has been prepared to be in- cluded in a Current Report on Form 8-K to be filed by United Dominion Realty Trust, Inc. Independent Auditors' Report To the Owners of Peppertree Apartments We have audited the accompanying statement of rental operations (as defined in Note 2) of Peppertree Apartments for the year ended December 31, 1992. This financial statement is the responsibility of the management of Peppertree Apartments. 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 4, and is not intended to be a complete presentation of Peppertree Apartments 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 Peppertree Apartments for the year ended December 31, 1992, in conformity with generally accepted accounting principles. /s/ L.P. Martin & Company, P.C. January 25, 1994 PEPPERTREE APARTMENTS STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1992 (See Note 2) REVENUES FROM RENTAL PROPERTY $1,475,925 RENTAL PROPERTY EXPENSES: Real Estate Taxes 119,531 Repairs and Maintenance 260,076 Utilities 70,587 Property Management Fees (Note 3) 67,175 Other Operating Expenses 206,920 TOTAL RENTAL PROPERTY EXPENSES 724,289 INCOME FROM RENTAL OPERATIONS $751,636 The accompanying notes are an integral part of this statement. PEPPERTREE APARTMENTS NOTES TO THE STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1992 NOTE 1 - BASIS OF PRESENTATION Peppertree Apartments (The Property) consists of a 292 unit garden style and townhouse residential apartment community located in Charlotte, North Carolina, together with the existing leases. The assets that comprise the Property have been held as an investment of The Prudential Insurance Company of America, a New Jersey corporation (the owner), throughout the year ended December 31, 1992. The accompanying financial statement presents the results of rental operations of the Property as a stand-alone entity. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Revenue and Expense Recognition The accompanying statement of rental operations has been prepared using the accrual method of accounting. Certain expenses such as depreciation, amortization, income taxes, mortgage interest expense and asset management fees are not reflected in the statement of rental operations, as required by Rule 3-14 of Regulation S-X of the Securities and Exchange Commission. Repairs and Maintenance Repairs and maintenance costs are expensed as incurred, while significant improvements, renovations and replacements are capitalized. NOTE 3 - PROPERTY MANAGEMENT FEES Property management services were provided through Insignia Management Group. Fees for such services were 4.5% of gross receipts from operations, as defined in the property management agreement. NOTE 4 - SALE OF PROPERTY The property was sold to United Dominion Realty Trust, Inc. on December 14, 1993. This statement of rental operations has been prepared to be included in a Current Report on Form 8-K to be filed by United Dominion Realty Trust, Inc. Independent Auditors' Report To the Owners of Beechwood Apartments We have audited the accompanying statement of rental operations (as defined in Note 2) of Beechwood Apartments for the year ended December 31, 1992. This financial statement is the responsibility of the management of Beechwood Apartments. 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 4, and is not intended to be a complete presentation of Beechwood Apartments 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 Beechwood Apartments for the year ended December 31, 1992, in conformity with generally accepted accounting principles. /s/ L.P. Martin & Company, P.C. January 27, 1994 BEECHWOOD APARTMENTS STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1992 (See Note 2) REVENUES FROM RENTAL PROPERTY $ 1,144,195 RENTAL PROPERTY EXPENSES: Real Estate Taxes 96,837 Repairs and Maintenance 116,543 Utilities 39,203 Property Management Fees (Note 3) 52,101 Other Operating Expenses 173,822 TOTAL RENTAL PROPERTY EXPENSES 478,506 INCOME FROM RENTAL OPERATIONS $ 665,689 The accompanying notes are an integral part of this statement. BEECHWOOD APARTMENTS NOTES TO THE STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1992 NOTE 1 - BASIS OF PRESENTATION Beechwood Apartments (The Property) consists of a 208 unit garden style residential apartment community located in Greensboro, North Carolina, together with the existing leases. The assets that comprise the Property were held as an investment of Wellsford Residential Property Trust, a Maryland real estate trust (the owner), as of December 31, 1992. The accompanying financial statement presents the results of rental operations of the Property as a stand-alone entity. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Revenue and Expense Recognition The accompanying statement of rental operations has been prepared using the accrual method of accounting. Certain expenses such as depreciation, amortization, income taxes, mortgage interest expense and asset management fees are not reflected in the statement of rental operations, as required by Rule 3-14 of Regulation S-X of the Securities and Exchange Commission. Repairs and Maintenance Repairs and maintenance costs are expensed as incurred, while significant improvements, renovations and replacements are capitalized. NOTE 3 - PROPERTY MANAGEMENT FEES Property management services were provided through Anterra Management Corporation. Fees for such services were 4.5% of gross receipts from operations, as defined in the property management agreement. NOTE 4 - SALE OF PROPERTY The property was sold to United Dominion Realty Trust, Inc. on December 22, 1993. This statement of rental operations has been prepared to be included in a Current Report on Form 8-K to be filed by United Dominion Realty Trust, Inc. UNITED DOMINION REALTY TRUST, INC. CERTAIN PROPERTIES ACQUIRED COMBINED SUMMARY OF REVENUES AND CERTAIN RENTAL EXPENSES FOR THE YEAR ENDED DECEMBER 31, 1992 Rental income $4,364,497 Rental expenses (excluding depreciation): Utilities $340,369 Repairs and maintenance 791,473 Real estate taxes 451,117 Property management 184,678 Other rental expenses 634,661 2,402,298 Excess of revenues over certain rental expenses $1,962,199 CERTAIN PROPERTIES ACQUIRED COMBINED SUMMARY OF REVENUES AND CERTAIN RENTAL EXPENSES FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1993 Rental income $3,414,524 Rental expenses (excluding depreciation): Utilities $263,822 Repairs 586,023 Real estate taxes 350,524 Property management 141,272 Other rental expenses 533,848 1,875,489 Excess of revenues over certain rental expenses $1,539,035 NOTES TO COMBINED SUMMARY OF REVENUES AND CERTAIN RENTAL EXPENSES The combined summaries of revenues and certain rental expenses reflect the combined operations of The Village at Old Tampa Bay Apartments, Peppertree Apartments and Beechwood Apartments (the "properties") for the year ended December 31, 1992 based upon the audited combined statements of rental operations of the properties appearing elsewhere herein and for the nine month period ended September 30, 1993 based upon the unaudited combined statements of rental operations of the properties. During 1992 and a portion of 1993, the properties were owned and operated by entities other than United Dominion Realty Trust, Inc. (the "Trust"). The summary has been prepared on the accrual method of accounting. Rental expenses include repair and maintenance expenses, utilities, real estate taxes, insurance and certain other expenses. In accordance with the regulations of the Securities and Exchange Commission, mortgage interest expenses, depreciation, and general and administrative costs have been excluded from operating expenses, as they are dependent upon a particular owner, purchase price or financial arrangement. In assessing the properties, management considered the existing and potential tenant base, expected job growth in the area, occupancy rates, the competitive nature of the market and comparative rental rates. Furthermore, current and anticipated maintenance and repair costs, real estate taxes and anticipated capital improvements were assessed. UNITED DOMINION REALTY TRUST, INC. PRO FORMA CONDENSED FINANCIAL STATEMENTS (UNAUDITED) The following balance sheet at September 30, 1993 gives effect to the acquisition by the Trust of three apartment complexes purchased between December 8, 1993 and December 22, 1993. The Village at Old Tampa Bay Apartments, in Oldsmar, Florida, was purchased from Old Tampa Village, Inc., an affiliate of Citicorp North America, Inc. Peppertree Apartments, in Charlotte, North Carolina, was purchased from the Prudential Insurance Company of America. Beechwood Apartments, in Greensboro, North Carolina, was purchased from Wellsford Residential Property Trust, a Maryland Real Estate Investment Trust. The pro forma condensed statements of operations for the year ended December 31, 1992 and the nine months ended September 30, 1993 assume the acquisition of these three properties as if they had occurred on January 1, 1992. The pro forma condensed statements have been prepared by the management of the Trust. The pro forma condensed financial statements of operations may not be indicative of the results that would have occurred had the acquisitions been completed on the dates indicated. Also, they necessarily are not indicative of future results. The pro forma condensed financial statements should be read in conjunction with the Trust's audited financial statements for the year ended December 31, 1992 (included in the Trust's Form 10-K for the year ended December 31, 1992) and the unaudited financial statements as of September 30, 1993 and for the nine months then ended (included in the Trust's Form 10-Q for the periods ended September 30, 1993) and the accompanying notes. UNITED DOMINION REALTY TRUST, INC. PRO FORMA BALANCE SHEET (UNAUDITED) SEPTEMBER 30, 1993 (In thousands, except share data) PRO FORMA HISTORICAL ADJUSTMENTS(1) PRO FORMA ASSETS Real estate owned, at cost: Apartments $458,320 $29,248 $487,568 Shopping centers 74,494 74,494 Office and industrial buildings 4,581 4,581 537,395 29,248 566,643 Less accumulated depreciation 86,116 86,116 451,279 29,248 480,527 Cash and cash equivalents 21,498 21,498 Other assets 9,282 9,282 $482,059 $29,248 $511,307 LIABILITIES AND SHAREHOLDERS' EQUITY Mortgage notes payable $73,046 $ - $73,046 Notes payable 127,966 29,248 157,214 Accounts payable, accrued expenses and other liabilities 10,442 10,442 Distributions payable to shareholders 7,260 7,260 218,714 29,248 247,962 Shareholders' equity: Common stock, $1 par value 60,000,000 shares authorized, 41,466,891 shares issued and outstanding 41,467 41,467 Additional paid-in capital 300,343 300,343 Notes receivable from officer shareholders (2,538) (2,538) Distributions in excess of net income (75,927) (75,927) Total shareholders' equity 263,345 263,345 $482,059 $29,248 $511,307 UNITED DOMINION REALTY TRUST, INC. PRO FORMA CONDENSED STATEMENT OF OPERATIONS (UNAUDITED) TWELVE MONTHS ENDED DECEMBER 31, 1992 (In thousands, except per share data) PREVIOUS PRO FORMA PRO FORMA HISTORICAL ADJUSTMENTS(2) ADJUSTMENTS PRO FORMA Income Property operations: Rental revenues $63,202 $9,226(3) $4,364(3) $76,792 Operating expenses 26,503 4,660(3) 2,402(3) 33,565 Depreciation expense 15,732 1,210(6) 791(6) 17,733 Income from property operations 20,967 3,356 1,171 25,494 Interest income 1,402 (607)(4) 795 22,369 2,749 1,171 26,289 Expenses Interest 11,697 1,103(5) 1,042(5) 13,842 General and administrative 2,231 2,231 Other depreciation and amortization 300 300 14,228 1,103 1,042 16,373 Income before gains on sales of investments and extraordinary items 8,141 1,646 129 9,916 Provision for possible investment losses (1,564) (1,564) Income before extraordinary item 6,577 1,646 129 8,352 Extraordinary item-early extinguishment of debt (242) (242) Net income $6,335 $1,646 $129 $8,110 Earnings per share $ .18 $ .23 Average shares outstanding 34,604 34,604 Adjustments to determine funds from operations: Net income $6,335 $1,646 $129 $8,110 Depreciation and amortizatio 16,032 1,210 791 18,033 Provision for possible investment losses 1,564 - - 1,564 Other 254 - - 254 Funds from operations * $24,185 $2,856 $920 $27,961 * Funds from operations is defined as income before gains (losses) on investments and extraordinary items adjusted for certain non-cash items, primarily real estate depreciation. The Trust considers funds from operations in evaluating property acquisitions and its operating performance and believes that funds from operations should be considered along with, but not as an alternative to, net income and cash flows as a measure of the Trust's operating performance and liquidity.
UNITED DOMINION REALTY TRUST, INC. PRO FORMA STATEMENT OF OPERATIONS (UNAUDITED) NINE MONTHS ENDED SEPTEMBER 30, 1993 (In thousands, except per share data) PREVIOUS PRO FORMA PRO FORMA HISTORICAL ADJUSTMENTS (2) ADJUSTMENTS PRO FORMA Income Property operations: Rental revenues $64,601 $3,621(3) $3,415(3) $71,637 Operating expenses 27,147 1,923(3) 1,875(3) 30,945 Depreciation expense 14,436 515(6) 594(6) 15,545 Income from property operations 23,018 1,183 946 25,147 Interest income 497 (438)(4) 59 23,515 745 946 25,206 Expenses Interest 12,681 221(5) 779(5) 13,681 General and administrative 2,566 2,566 Other depreciation and amortization 406 406 15,653 221 779 16,653 Income before gains (losses) on investments and extraordinary item 7,862 524 167 8,553 Loss on sale of investment (89) - - (89) Net income $7,773 $524 $167 $8,464 Earnings per share $ .21 $ .23 Average shares outstanding 37,080 37,080 Adjustments to determine funds from operations: Net income $7,773 $524 $167 $8,464 Depreciation and amortization 14,851 515 594 15,960 Loss on sale of investment 89 - - 89 Funds from operations * $22,713 $1,039 $761 $24,513 * Funds from operations is defined as income before gains (losses) on investments and extraordinary items adjusted for certain non-cash items, primarily real estate depreciation. The Trust considers funds from operations in evaluating property acquisitions and its operating performance and believes that funds from operations should be considered along with, but not as an alternative to, net income and cash flows as a measure of the Trust's operating performance and liquidity.
UNITED DOMINION REALTY TRUST, INC. NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 1. To record the purchase of The Village at Old Tampa Bay Apartments, Peppertree Apartments and Beechwood Apartments (the "properties"), all acquired after September 30, 1993, assuming that the three acquistions were financed with unsecured bank borrowings. 2. Amounts appearing under the columns entitled "Previous Pro Forma Adjustments" give effect to significant acquisitions that have been previously reported to the Securities and Exchange Commission by the Trust on Forms 8-K/A dated July 29, 1993 and December 2, 1993. 3. To record historical results of the properties for the year ended December 31, 1992 and the nine months ended September 30, 1993 as if the properties had been owned throughout each period presented. 4. To reduce assumed interest income on funds used to acquire the properties at assumed interest rates equal to market rates in effect at the time of each respective acquisition. 5. To record interest expense on bank debt used to finance the acquisitions at assumed interest rates equal to market rates in effect at the time of each respective acquisition. 6. To record depreciation based upon the allocation of the purchase price depreciated over estimated useful lives between 15 and 35 years using the straight line method. CONSENT OF INDEPENDENT AUDITORS The Board of Directors United Dominion Realty Trust, Inc. We consent to the incorporation by reference in the previously filed Registra- tion Statement Form S-3 No. 33-40433, Registration Statement Form S-3 No. 33- 32930, Registration Statement Form S-8 No. 33-47926 and Registration Statement Form S-8 No. 33-48000 of United Dominion Realty Trust, Inc. of our report dated January 11, 1994, with respect to the statement of rental operations of The Village at Old Tampa Bay Apartments for the year ended December 31, 1992, included in this Form 8-K/A, Amendment to Application on Report on Form 8-K. /s/ AHEARN, JASCO + COMPANY ____________________________________ AHEARN, JASCO + COMPANY Certified Public Accountants February 3, 1994 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-8 No. 33-47926 and Registration Statement Form S-8 No. 33-48000 of United Dominion Realty Trust, Inc. of our report dated January 25, 1994, with respect to the statement of rental operations of Peppertree Apartments for the year ended December 31, 1992, included in this Form 8-K/A, Amendment to Application or Report on Form 8-K dated December 22, 1993. /s/ L.P. Martin & Company, P.C. February 18, 1994 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-8 No. 33-47926 and Registration Statement Form S-8 No. 33-48000 of United Dominion Realty Trust, Inc. of our report dated January 27, 1994, with respect to the statement of rental operations of Beechwood Apartments for the year ended December 31, 1992, included in this Form 8-K/A, Amendment to Application or Report on Form 8-K dated December 22, 1993. /s/ L.P. Martin & Company, P.C. February 18, 1994 -----END PRIVACY-ENHANCED MESSAGE-----