-----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, PzhYxE97Mkka2jnNagUN1kv7gU5qCt5I7gxN3itNU6g4XPdMFaJeg15dSYGp/I3F uKX1bZHk5oleuTiQNNtEsw== 0000950118-94-000067.txt : 19940404 0000950118-94-000067.hdr.sgml : 19940404 ACCESSION NUMBER: 0000950118-94-000067 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940331 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: 10-K SEC ACT: 34 SEC FILE NUMBER: 001-10524 FILM NUMBER: 94519883 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 10-K 1 FORM 10-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-K ( X ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1993 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from _______ to _______ Commission file number 1-10524 United Dominion Realty Trust, Inc. (Exact name of registrant as specified in charter) VIRGINIA 54-0857512 (State or other jurisdiction of (I.R.S. employer incorporation or organization) Identification No.) 10 South Sixth Street Suite 203, Richmond, Virginia 23219-3802 (Address of principal executive (Zip Code) 804-780-2691 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of Class Name of exchange on which registered Common Stock $1 par value New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. YES ( X ) NO Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of of Regulation S-K is not contained herein and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ( ) The aggregate market value of voting shares held by nonaffiliates of the registrant was approximately $610,000,000* as of March 28, 1994. 41,700,885 (Number of shares of common stock outstanding as of March 28, 1994) Part I and Part II incorporate certain information by reference from the registrant's Form S-3, Registration Statement (Registration No. 33-52521), filed with the Commission on March 7, 1994 and amended on March 29, 1994. Part III incorporates certain information by reference from the definitive proxy statement to be filed with respect to the Meeting of Shareholders to be held on May 10, 1994. * In determining this figure, the Trust has assumed that all of its officers and Directors, and persons known to the Trust to be beneficial owners of more than 5% of the Trust's shares, are affiliates. Such assumptions should not be deemed to be conclusive for any other purpose. The aggregate market value has been computed with reference to the closing sales price reported by the New York Stock Exchange on March 28, 1994. Part I Item 1. Business United Dominion Realty Trust, Inc. (the "Trust"), a Virginia corporation, is a self-administered equity real estate investment trust ("REIT"), formed in 1972, whose business is devoted to one industry segment, the ownership of income-producing real estate, primarily apartments. The Trust acquires, upgrades and operates its properties with the goals of maximizing its funds from operations (defined as income before gains(losses) on investments and extraordinary items adjusted for certain non-cash items, primarily real estate depreciation) and quarterly distributions to shareholders, while building equity primarily through real estate appreciation. Prior to 1991, the Trust's investment policy was to emphasize the acquisition of under-leased, under-managed, and/or under-maintained properties that could be physically or otherwise upgraded and could be acquired at significant discounts from replacement costs. At the beginning of 1991, changed economic conditions and the Trust's financial strength enabled it to embark on a major expansion of its apartment portfolio involving (i) the acquisition of more stable apartment properties having high occupancy levels and not requiring substantial renovation, and (ii) entry into new markets, most recently the Baltimore/Washington area, central Florida and Nashville, Tennessee. The properties have been acquired generally at significant discounts from replacement cost and at attractive current yields. The sellers have been primarily financially distressed real estate limited partnerships, the RTC, the FDIC, lenders who had foreclosed and insurance companies seeking to reduce their real estate exposure. Since 1991, the Trust has acquired 38 apartment properties containing 9,885 units at a total cost of approximately $277 million. As of March 28, 1994, the Trust's portfolio of income-producing real estate consisted of ninety-five properties including seventy-six apartment complexes, fifteen shopping centers, and four other properties. (See Item 2. "Properties".) The Trust is operated so as to qualify as a real estate investment trust under the applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"). To qualify, the Trust must meet certain tests which, among other things, require that its assets consist primarily of real estate, its income be derived primarily from real estate, and at least 95% of its taxable income be distributed to its shareholders. Because the Trust qualifies as a REIT, it is generally not subject to Federal income taxes. Prior to 1990, all of the Trust's properties were managed by independent property management companies whose primary responsibilities included leasing, maintenance, and rent collection activities. In December, 1989 the Trust received a Private Letter Ruling from the Internal Revenue Service permitting the Trust to manage its properties directly, rather than through outside property management firms. During 1993, the estimated cost of internal property management of the Trust's apartment properties was approximately 3.2% of rents collected versus the 4-5% fee typically charged by independent fee management companies in the Trust's region. In determining its cost, the Trust considers all direct and indirect costs associated with the internal property management function. Near the end of 1992, management of the Trust determined that the Trust should devote substantially all of its resources to the apartment business. Consequently, the Trust has decided not to acquire additional commercial properties over the next few years. Although no formal plans for divestiture have been made, the Trust expects them to be sold or otherwise disposed of at gains. Effective April 1, 1993, the Trust engaged independent fee management companies to manage all but three of its commercial properties. Prior to that time, the Trust had self-managed all but three of its properties. A significant aspect of the Trust's investment strategy has been to concentrate its investments within the Southeast. The Trust currently owns properties from the Baltimore/ Washington corridor to Tampa, Florida, as well as Nashville, Tennessee. This strategy of geographically focusing on one region, the southeastern U.S., has enabled management to regularly inspect each property and to monitor developments in local real estate markets. Over the past few years, the Trust has entered several new markets within this region including, Washington, D.C.; Greensboro, North Carolina; Greenville/Spartanburg, South Carolina; Orlando, Tampa and Melbourne, Florida; Baltimore, Maryland; and Nashville, Tennessee. As of December 31, 1993, the Trust's real estate portfolio was geographically distributed as set forth in the table on the following page. Number of Percentage of Real Properties owned Estate owned at Cost Virginia: Richmond 21 20% Tidewater (1) 7 8% Alexandria/Northern Va 3 4% Other 5 2% 36 34% North Carolina: Charlotte 8 9% Raleigh/Durham 7 9% Wilmington 3 3% Other 8 6% 26 27% South Carolina: Columbia 6 7% Greenville/Spartanburg 3 3% Other 3 4% 12 14% Florida: Tampa/Clearwater 5 7% Orlando 2 2% Other 1 1% 8 10% Tennessee: Nashville 3 3% Other 1 1% 4 4% Georgia (all Atlanta) 4 6% Maryland: Columbia 2 3% Other 1 2% 3 5% Total 93 100% (1) Includes Virginia Beach, Hampton, Newport News, Portsmouth and Gloucester. As a qualified REIT, the Trust distributes a substantial portion of its cash flow to its shareholders in the form of dividends. Over the past several years, these distributions have exceeded 80% of the Trust's cash flow from operating activities and its funds from operations. Consequently, the Trust has financed its portfolio growth through a variety of primarily external sources. On February 24, 1993, the Trust completed a private placement of $52 million of senior unsecured notes with three insurance companies at an interest rate of 7.98%, maturing in annual installments of $7.4 million each in 1997 through 2003. The proceeds of the debt placement were utilized to repay $50 million of short term bank debt that had been incurred in connection with certain apartment acquisitions since mid- December, 1992. In early July, 1993, the Trust issued 6,095,000 shares of Common Stock in a public offering at $13.50 per share. Net proceeds of the offering, after deducting underwriting commissions and direct offering costs, aggregated approximately $78 million of which approximately $35 million was used to repay, in full, then outstanding short term bank debt. The remaining proceeds were invested primarily in additional apartment acquisitions during the second half of 1993. Also, at the beginning of July, 1993, the Trust completed a refunding of $13.8 million of 30-year tax-exempt housing bonds encumbering two Maryland apartment communities that had been acquired at the end of 1992. The bonds were sold in a public offering, mature in 30 years and have a weighted average life of 22.3 years and bear a weighted average interest rate of 5.91%. Because a portion of the funds raised through these financing transactions was used to retire or replace debt, the Trust utilized 62% equity and 38% debt during the year to fund its apartment acquisition and improvement program. These funds had an estimated first year cost to the Trust of 7.2%. In the past, the Trust leveraged a portion of its real estate portfolio with fixed rate mortgage debt. As the Trust's capital base has broadened over the past several years primarily through its sale of Common Stock in 1986, 1988, 1989, 1991, 1992, and 1993, its financial strength and credit standing have improved. In 1992, the Trust's implied senior debt rating was upgraded to BBB+ by Standard & Poor's. As a result of this investment grade rating, alternate forms of debt having a lower cost than traditional mortgage financing have become available. Management anticipates that the Trust will continue to retire its higher rate mortgage debt when it can be replaced with lower cost debt or equity. As of March, 1994, seventy-three properties and parts of several other properties are unencumbered by mortgage debt. The unencumbered properties have a total cost of approximately $456 million. Consequently, if these properties were leveraged with 50% mortgage debt, then the Trust could generate in excess of $200 million in mortgage financing proceeds, should it become necessary, thereby providing some flexibility in the Trust's financing alternatives. In mid-December, 1992, the Trust entered into revolving credit agreements with three commercial banks for an aggregate of $40 million which was subsequently increased to $45 million in July, 1993. These credit facilities currently expire in June, 1994, but are renewable annually by mutual agreement between the Trust and each bank. In March, 1994, the Trust entered into another line of credit agreement for $12.5 million with one of these banks and simultaneously renewed its $15 million revolving credit facility with that bank through June, 1995. Borrowings under the lines bear interest at rates ranging from LIBOR plus 5/8% to the respective bank's prime rate, depending on the level of debt employed by the Trust. The Trust also has $16 million of additional available lines of credit with the same three banks at rates generally below the respective lending bank's prime rate. The Trust will seek to further expand these credit arrangements during 1994. At December 31, 1993, the Trust had $28.65 million of borrowings outstanding under the revolving credit facilities and no borrowings outstanding under its lines of credit. On March 7, 1994, the Trust filed a Registration Statement for the purpose of selling $75 million of senior unsecured notes. The proceeds will be used to curtail bank debt and for additional apartment acquisitions. At the end of 1993, the apartment portion of the Trust's portfolio included seventy-four complexes having a total of 17,914 units and constituting 86% of the Trust's real estate owned, at cost. During 1993, the Trust acquired seventeen apartment complexes having a total of 4,082 units, a 30% increase in the number of units owned. During 1993, 1992, and 1991, apartments provided approximately 89%, 85% and 82% respectively, of the Trust's rental income. The Trust's apartments consist primarily of middle and moderate income complexes which make up the broadest segment of the apartment market. Management believes that well located apartments offer the Trust a good combination of current income and longer term equity growth. Although there is no known move toward rent control in any of the markets in which the Trust now owns apartments, should rent control legislation be enacted, the Trust's ability to raise rents to cover increases in operating expenses might be impaired. While the Trust has been largely unaffected by announced military cutbacks and base closures, the effect of future defense cuts on the Trust's region is unknown, but as the Trust has expanded beyond Virginia and North Carolina, the impact of significant reductions should be less than it might have been a few years ago. The Trust has purposely avoided entering new markets such as Charleston, South Carolina and Jacksonville, Florida because of their exposure to reduced defense spending. Management expects the Trust's apartment business to strengthen during the next three years as expectations are high for steady growth in the Trust's apartment portfolio. While vigorous single-family home buying due to low mortgage rates, lower down payments and increased consumer confidence had a moderating effect on the Trust's occupancy levels during 1993, the market for apartments generally benefitted from job growth that occurred during this same period. Management believes that demand for apartments within the Southeast will grow faster than the national average for several reasons including both population and job growth rates that are projected to be approximately 50% greater than the national average. The volume of new apartment construction has been very low for the past three years both nationally and in the Southeast. Thus, very few new units will come to market in 1994 or the first half of 1995 in the Trust's region. Factors such as high impact fees and increasing material prices, including lumber, make new apartment development and construction expensive. With few new apartments coming into the market in 1994 and a steady job growth in the Southeast region, management expects occupancy gains and rent growth for the properties currently owned by the Trust. The Trust has increased the number of apartments owned by 64% over the past two years not only because of the outlook for apartments, but also because of several factors that have created an environment conducive to making attractive apartment acquisitions: - Prior to the 1986 Tax Reform Act, many apartments were over- financed by syndication groups in order to maximize tax write-offs. With too much debt and not enough growth in occupancy and rents, these apartments needed an infusion of capital in order to be properly operated and maintained. However, there was no incentive for their owners to invest additional capital because their original inducement, tax benefits, was no longer available. Consequently, many of these properties were placed in bankruptcy, were taken back by the lender to be resold, or have been sold by the owning syndicate. - Much of the over-financing of apartments came from savings and loan institutions many of which, in turn, became troubled and were taken over by the RTC. - The combination of the demise of the savings and loan industry as an apartment lender, pressure on banks to reduce real estate loans, FHLMC leaving the multi-family mortgage market, and a general tightening of mortgage requirements by the lending community made it more difficult to obtain permanent loans for apartments. Thus, refinancing has not been an option to a financially weak owner, whose only option, then, is to sell. These factors have led to a larger supply of apartments on the market for sale over the past few years at a time when the Trust's cost of funds has been at or near historical lows. The competition for apartment acquisitions has driven prices higher over the past few years. However, the Trust has been able to locate suitable apartment properties at acceptable prices within its region. The Trust plans to continue to commit a substantial portion of its portfolio to apartments and to aggressively buy apartments during 1994 assuming the continued supply of apartment product and the availability of investment capital at acceptable costs. Management believes that apartments will outperform other areas of investment real estate over the long term. At December 31, 1993, commercial properties, primarily shopping centers, constituted the remaining 14% of the Trust's real estate owned at cost. During 1993, 1992, and 1991, commercial properties provided 11%, 15%, and 18%, respectively, of the Trust's rental income. The commercial portfolio has become and will continue to become a less material portion of the total portfolio. Currently, shopping centers are overbuilt in the Southeast. Additionally, major tenant changes over the last few years from leveraged buy-outs, recapitalization, and bankruptcies have made the shopping center business more volatile. The occupancy of the Trust's nineteen commercial properties remained at 84% in 1993, however, net operating income increased 4% as vacancies at larger spaces were offset during the year by the steady absorption of smaller tenant space at higher rents. After thoroughly evaluating its shopping center portfolio, retail trends and the trends in shopping center business, the decision has been made not to acquire any additional commercial properties. Management has also committed to developing alternative strategies that will enable the Trust to dispose of most of these properties over the next few years although no formal plan has been adopted. In the interim, in April, 1993, the Trust engaged outside property management for most of its shopping centers. In most of the Trust's markets, the competition for tenants among properties is very intense. Some competing properties are larger and/or newer than the Trust's properties and offer features for prospective tenants not offered by properties owned by the Trust. The competitive situation of each property varies and intensifies as additional properties are constructed. The Trust expects to continue to aggressively acquire additional apartment properties within the Southeast during 1994. When it is in the market for new acquisitions, the Trust competes with numerous other investors, including REITs, individuals, partnerships, corporations, pension funds, syndicators, insurance companies, foreign investors, and other real estate entities. Management believes that the Trust, in general, is well positioned in terms of economic and other resources to compete effectively. Even though the Trust has certain advantages over some of its competitors because of its substantial presence in the region and its access to capital, some competing investors are larger than the Trust in terms of assets and other investment resources and may have a competitive advantage. To date, compliance with Federal, State, and local environmental protection regulations has not had a material effect upon the capital expenditures, earnings, or competitive position of the Trust. However, over the past few years, there have been increasing concerns raised regarding the presence of asbestos and other hazardous materials in existing real estate properties. In response to this, the Trust has adopted a property management plan for hazardous materials. The plan (adopted March 1, 1991) calls for a Phase I environmental site investigation and report to be completed over a three year period for each property owned by the Trust and not previously inspected. In addition, the plan requires that all proposed acquisitions be inspected prior to acquisition. In general, within the Trust's region, owners of property for sale have been required by purchasers to remove or control asbestos and other environmental hazards prior to the transfer of the property. Consequently, when the Trust sells properties in the future, management anticipates that the Trust will similarly be required to remove or control such hazards, if any. In some cases, the Trust has abandoned otherwise economically attractive acquisitions because the costs of removal or control have been prohibitive and/or the Trust has been unwilling to accept the potential risks involved. Management believes that through thorough professional environmental inspections and testing for asbestos and other hazardous materials, coupled with a conservative posture toward accepting known risk, the Trust can minimize its exposure to potential liability associated with environmental hazards. The Trust is not aware of any environmental hazards on or in its properties which individually or in the aggregate may have a material adverse impact on its operations or financial position. To the best of its knowledge, the Trust is in compliance with all applicable environmental rules and regulations. Item 2. Properties The table below sets forth a summary of the Trust's portfolio of rental properties owned at December 31, 1993. See also Notes 1 and 2 to Financial Statements and Schedule XI - Summary of Real Estate Owned. NO. OF UNITS LAND HISTORICAL YEAR OR SQUARE AREA IN COST ENCUMBRANCES ACQUIRED FOOTAGE ACRES OCCUPANCY ($000's) ($000's) APARTMENTS 2131 Apartments/Nashville, TN 1992 401 24.0 96% $10,199 $ -- Azalea/Richmond, VA 1984 156 11.7 94% 3,874 -- Bay Cove/Clearwater, FL 1992 336 22.0 93% 9,836 -- Bayberry Commons/Portsmouth, VA 1988 192 13.6 96% 4,927 -- Beechwood/Greensboro, NC 1993 208 21.0 97% 7,500 -- Braeland Commons/Columbia, MD 1992 172 8.7 94% 8,824 5,100 Bramblewood/Goldsboro, NC 1984 188 17.7 99% 4,352 710 Brynn Marr/Jacksonville, NC 1984 196 20.0 92% 5,124 -- Canterbury Woods/Charlotte, NC 1985 207 19.5 81% 7,010 -- Cedar Point/Raleigh, NC 1985 168 16.8 98% 7,322 -- Cinnamon Ridge/Raleigh, NC 1989 365 19.9 97% 8,153 7,000 Colonial Villa/Columbia, SC 1992 296 23.0 96% 6,871 -- Colony of Stone Mountain/Atlanta, GA 1990 404 49.6 74% 11,286 -- Colony Village/New Bern, NC 1984 171 12.4 92% 4,242 -- Country Walk/Columbia, SC 1991 208 17.4 88% 4,554 -- Courthouse Green/Richmond, VA 1984 266 21.2 96% 6,550 -- Courtney Square/Raleigh, NC 1993 200 23.0 97% 6,377 -- The Cove at Lake Lynn/Raleigh, NC 1992 225 27.5 96% 7,251 -- Craig Manor/Salem,VA 1987 108 5.5 92% 3,239 -- The Creek/Wilmington, NC 1992 198 10.0 93% 3,501 1,450 Crescent Square/Atlanta, GA 1989 360 29.6 86% 11,955 -- Dover Village/Orlando, FL 1993 296 30.0 90% 10,018 -- Eastwind/Virginia Beach, VA 1988 200 10.8 98% 6,654 -- Eden Commons/Columbia, MD 1992 232 12.0 92% 12,052 8,700 Emerald Bay/Charlotte, NC 1990 250 23.9 90% 7,236 -- English Hills/Richmond, VA 1991 576 39.7 94% 15,854 -- Forest Hills/Wilmington, NC 1992 279 24.0 96% 6,796 3,200 Forestbrook/Columbia, SC 1993 180 12.0 80% 3,643 -- Foxcroft/Tampa, FL 1993 192 8.7 89% 4,976 -- Gable Hill/Columbia, SC 1989 180 11.1 91% 6,797 -- Gatewater Landing/Glen Burnie, MD 1992 264 13.0 83% 8,456 -- Grand Oaks/Charlotte, NC 1984 243 14.9 91% 7,017 -- Hampton Court/Alexandria, VA 1993 308 13.1 95% 12,337 -- Harbour Town/Nashville, TN 1993 185 16.5 95% 4,099 -- Heather Lake/Hampton, VA 1980 252 19.7 98% 5,914 -- Heatherwood/Greenville, SC 1993 152 13.0 88% 3,613 -- Heritage Trace/Newport News, VA 1989 200 10.2 94% 4,681 3,900 The Highlands/Charlotte, NC 1984 176 17.2 84% 4,631 -- Key Pines/Spartanburg, SC 1992 241 20.0 91% 4,885 -- Lake Washington Downs/Melbourne, FL 1993 312 39.3 93% 6,416 -- The Lakes/Nashville, TN 1993 256 44.0 91% 7,349 -- Laurel Ridge/Roanoke, VA 1988 216 14.7 95% 3,978 3,000 Laurel Village/Richmond, VA 1991 159 16.3 89% 4,242 -- The Ledges/Winston-Salem, NC 1986 239 15.0 71% 6,606 -- Liberty Crossing/Jacksonville, NC 1990 286 21.0 93% 5,973 1,794 Meadow Run/Richmond, VA 1984 204 23.2 94% 5,142 -- Meadowdale Lakes/Richmond, VA 1984 516 55.9 95% 10,944 1,390 The Melrose/Dumfries, VA 1985 370 24.7 95% 8,161 5,320 Mill Creek/Atlanta, GA 1988 224 16.7 90% 7,803 -- Mill Creek/Wilmington, NC 1991 184 17.8 99% 5,824 -- Northview/Salem, VA 1978 132 6.2 95% 1,916 -- Olde West Village/Richmond, VA 1984/91 502 42.2 87% 15,563 3,987 Orange Orlando, Orlando, FL 1993 165 13.7 88% 4,189 -- Park Green/Raleigh, NC 1991 200 11.1 99% 5,600 -- Parkwood Court/Alexandria, VA 1993 189 5.5 86% 6,563 -- Patriot Place/Florence, SC 1985 168 9.1 99% 6,221 2,200 Peppertree/Charlotte, NC 1993 292 15.0 85% 9,255 -- Pinebrook/Clearwater, FL 1993 209 17.3 83% 4,278 -- Plum Chase/Columbia, SC 1991 300 22.2 94% 8,225 7,000 River Road/Ettrick, VA 1981 128 17.0 98% 2,649 -- Riverwind/Spartanburg, SC 1993 194 20.8 93% 7,192 -- Rollingwood/Richmond, VA 1984 278 22.2 84% 7,573 2,695 St. Andrews Commons/Columbia, SC 1993 336 25.0 94% 10,889 -- Spring Forest/Raleigh, NC 1991 404 42.4 98% 11,299 -- Stanford Village/Atlanta, GA 1989 135 13.6 97% 4,107 2,082 Summit-On-Park/Charlotte, NC 1984 80 2.8 87% 2,070 -- Summit West/Tampa, FL 1992 264 25.0 92% 7,468 -- Timbercreek/Richmond, VA 1983 160 14.7 85% 3,456 -- Towne Square/Hopewell, VA 1985 76 3.4 94% 1,767 1,260 Twin Rivers/Hopewell, VA 1982 149 10.0 93% 2,109 -- Village at Old Tampa Bay/Oldsmar, FL 1993 408 55.0 90% 12,513 -- Windsor Harbor/Charlotte, NC 1989 200 25.7 83% 6,192 -- Woodland Hollow/Charlotte, NC 1986 252 17.7 83% 7,419 3,371 Woodscape/Newport News, VA 1987 296 21.2 91% 9,672 --
Item 2. Properties (continued) December 31, 1993 NO. OF UNITS LAND HISTORICAL YEAR OR SQUARE AREA IN COST ENCUMBRANCES ACQUIRED FOOTAGE ACRES OCCUPANCY ($000's) ($000's) SHOPPING CENTERS Circle/Richmond, VA 1973 203,000 17.2 79% $4,096 $ -- Cumberland Square/Dunn, NC 1986 115,000 17.9 38%(1) 2,209 -- Deerfield Plaza/Myrtle Beach, SC 1984 84,000 9.5 99% 3,496 -- Glen Lea/Richmond, VA 1983 79,000 9.3 99% 3,790 2,479 Gloucester Exchange/Gloucester, VA 1987 104,000 14.2 61%(2) 3,364 -- Hanover Village/Richmond, VA 1986 100,000 28.3 98% 8,079 -- Kroger Sav-On/Waynesboro, VA 1980 49,000 3.9 94% 1,737 -- Laburnum Park/Richmond, VA 1990 71,000 9.3 92% 6,851 -- Laburnum Square/Richmond, VA 1981 99,000 12.3 97% 4,912 1,659 Meadowdale/Richmond, VA 1984 172,000 19.6 96% 6,056 967 Rite Aid/Richmond, VA 1984 16,000 1.5 92% 452 -- Rose Manor/Smithfield, NC 1986 110,000 15.1 52%(3) 1,266 -- The Village/Durham, NC 1986 212,000 21.6 93% 8,070 -- Village Square/Myrtle Beach, SC 1988 182,000 16.8 86% 11,132 -- Willow Oaks/Hampton, VA 1984 188,000 25.3 89% 8,896 3,620 OFFICE AND INDUSTRIAL BUILDINGS Franklin St./Richmond, VA 1986 7,000 0.1 92% 421 -- Meadowdale Offices/Richmond, VA 1984 11,000 4.8 59%(4) 987 -- Statesman Park/Roanoke, VA 1975 60,000 5.2 58%(5) 737 -- Tri-County Buildings/Bristol, TN 1981 143,000 12.7 100% 2,438 --
(1) Two anchor tenants occupying more than 60,000 square feet at this center filed for bankruptcy during 1991. (2) An anchor tenant occupying 53,000 sqaure feet at this center filed for bankruptcy. (3) An anchor tenant occupying 34,800 square feet vacated its space in May, 1992. This space has been leased as of June 1, 1994. (4) On June 30, 1993 the Trust sold a specialty medical building that had been vacant for the first half of the year. (5) Building was vacated by the anchor tenant. The space was fully leased effective June 15, 1993. Item 3. Legal proceedings None Item 4. Submission of matters to a vote of security holders No matters were submitted to a vote of the Trust's shareholders during the last quarter of its fiscal year ended December 31, 1993. Executive officers The executive officers of the Trust, listed below, serve in their respective capacities for approximate one year terms and are subject to re-election annually by the Board of Directors, normally in May of each year. Name Age Office Since John P. McCann 49 President and Chief 1974 Executive Officer James Dolphin 44 Senior Vice President 1979 and Chief Financial Officer Barry M. Kornblau 44 Senior Vice President and 1991 Director of Apartment Operations Mr. McCann, a Director, has been the Trust's managing officer since 1974, serving as its President since 1979, its Secretary from 1974 to 1980, and its Treasurer from 1982 to 1985. Mr. Dolphin, a Director, was first employed by the Trust in May, 1979 as Controller and served as Corporate Secretary from 1980 to January, 1993. He was elected Vice President of Finance in 1985 and Senior Vice President in 1987. Prior to joining the Trust, Mr. Dolphin was employed by Arthur Young and Company, Certified Public Accountants. Mr. Kornblau joined the Trust in 1991 as Senior Vice President and Director of Apartment Operations. From 1985 through 1990, he was President and Chief Executive Officer of Summit Realty Group, Inc. which managed the Trust's apartment properties during that period. He is a licensed real estate broker and a C.P.M. Part II Item 5. Market for registrant's common equity and related stockholder matters Incorporated herein by reference from the captions "Common Stock Price" and "Shareholders" appearing on the inside back cover of the Trust's 1993 Annual Report to Shareholders, included in Exhibit 13. Information regarding the Trust's dividend policy is included in Item 7. Item 6. Selected financial data Incorporated herein by reference from the caption "Selected Financial Information" appearing on page 7 of the Trust's preliminary prospectus dated March 29, 1994, included in the Form S-3 Registration Statement (Registration No. 33-52521) filed with the Securities and Exchange Commission on March 7, 1994 and amended on March 29, 1994 included in Exhibit 99(ii). Item 7. Management's discussion and analysis of financial condition and results of operations. Incorporated herein by reference from the caption "Management's Discussion of Financial Condition and Operations" appearing on pages 8 through 10 of the Trust's preliminary prospectus dated March 29, 1994, included in the Form S-3 Registration Statement (Registration No. 33-52521) filed with the Securities and Exchange Commission on March 7, 1994 and amended on March 29, 1994 included in Exhibit 99(ii). Item 8. Financial statements and supplementary data The Trust's financial statements at December 31, 1993 and 1992 and for each of the three years in the period ended December 31, 1993, and the independent auditor's report thereon and the Trust's unaudited quarterly financial data for the two-year period ended December 31, 1993 are incorporated herein by reference from pages F-1 through F-14 of the Trust's preliminary prospectus dated March 29, 1994, included in the Form S-3 Registration Statement (Registration No. 33-52521) filed with the Securities and Exchange Commission on March 7, 1994 and amended on March 29, 1994 included in Exhibit 99(ii). Item 9. Changes in and disagreements with accountants on accounting and financial disclosure None Part III Item 10. Directors and executive officers of the registrant Incorporated herein by reference from the Trust's definitive proxy statement to be filed with respect to its Annual Meeting of Shareholders to be held on May 10, 1994. Information regarding the executive officers of the Trust is included in Part I. The Trust also employs five other officers who hold the office of vice president or equivalent as follows: Curtis W. Carter, 37, joined the Trust in 1991 as Assistant Vice President in charge of apartment property management and was subsequently elected Vice President. From December 1985 through 1990, he was Vice President of Property Management for Summit Realty Group, Inc. He is a CPM. Richard B. Chess, 40, joined the Trust in October, 1987 as Director of Acquisitions. He was elected Assistant Vice President in 1988 and Vice President in 1989. From 1984 to 1987 he was employed by Manufacturers Life Insurance Company as Senior Analyst - Real Estate Syndications. He previously served in the Pennsylvania General Assembly and is admitted to the practice of law in Virginia and Pennsylvania. Jerry A. Davis, 31, joined the Trust in March, 1989 as Controller and was subsequently elected Assistant Secretary. In 1991 he was elected Vice President and Controller-Corporate Accounting. From 1986 to 1989, he was employed by Crestar Bank, Richmond, Virginia, as an officer and financial analyst. He was previously employed by Arthur Young & Company, Certified Public Accountants, Richmond, Virginia. He is a certified public accountant. Richard A. Giannotti, 38, joined the Trust as Director of Development and Construction in September, 1985. He was elected Assistant Vice President in 1988 and Vice President in 1989. Prior to joining the Trust he was employed as Project Manager by Vaughan Associates, Architects and by Beckstoffer and Associates, Architects, both of Richmond, Virginia. He is a registered architect. Katheryn E. Surface, 35, joined the Trust in 1992 as Assistant Vice President and Legal Counsel and in 1993 was elected General Counsel, Corporate Secretary and Vice President. From 1986 to 1992, she was an attorney with the law firm of Hunton and Williams, the Trust's outside counsel. Item 11. Executive compensation Incorporated herein by reference from the Trust's definitive proxy statement to be filed with respect to its Annual Meeting of Shareholders to be held on May 10, 1994. Item 12. Security ownership of certain beneficial owners and management Incorporated herein by reference from the Trust's definitive proxy statement to be filed with respect to its Annual Meeting of Shareholders to be held on May 10, 1994. Item 13. Certain relationships and related transactions Incorporated herein by reference from the Trust's definitive proxy statement to be filed with respect to its Annual Meeting of Shareholders to be held on May 10, 1994. Part IV Item 14. Exhibits, financial statement schedules, and reports on Form 8-K (a) The following documents are filed as a part of this report and are hereby incorporated by reference: Page Numbers (manually signed original) Preliminary Prospectus Dated March 29, 1994, Contained in the Trust's Form S-3 Registration Statement (Registration No. 33-52521) Filed with the Securities and Exchange Commission on March 7, 1994 and amended on March 29, 1994 Form (Exhibit 99(ii)) 10-K 1. Financial Statements: Report of Ernst & Young, Independent Auditors F-2 27 Balance sheets at December 31, 1993 and 1992 F-3 28 Statements of operations for each of the three years in the period ended December 31, 1993 F-4 29 Statements of shareholders' equity for each of the three years in the period ended December 31, 1993 F-6 31 Statements of cash flows for each of the three years in the period ended December 31, 1993 F-5 30 Notes to financial statements F-7 through F-14 32-39 Supplementary information - Quarterly financial data (unaudited) F-14 39 2. Financial Statement Schedules Schedule II - Amounts Receivable from Directors, Officers, and Employees 41 Schedule VIII - Valuation and Qualifying Accounts 42 Schedule X - Supplementary Earnings Statement Information 43 Schedule XI - Summary of Real Estate Owned 44 - 45 All other schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the financial statements and notes thereto. 3. Exhibits The exhibits listed on the accompanying exhibit index are filed as part of this annual report. (b) Reports on Form 8-K (i) A Form 8-K dated December 22, 1993 was filed with the Securities and Exchange Commission on December 22, 1993 and amended by Form 8-K/A dated February 18, 1994. The filing reported the acquisition of certain properties which in the aggregate were deemed to be significant. The financial statements filed as part of this report are statements of rental operations of the Village at Old Tampa Bay Apartments, Peppertree Apartments and Beechwood Apartments. UNITED DOMINION REALTY TRUST, INC. EXHIBIT INDEX Item 14 (a) References to pages under the caption "Location" are to sequentially numbered pages of the manually signed original of this Form 10-K, and references to exhibits, forms, or other filings indicate that the form or other filing has been filed, that the indexed exhibit and the exhibit referred to are the same and that the exhibit referred to is incorporated by reference. Exhibit Description Location 3(a)(i) Restated Articles of Incorporation Exhibit 3 to the Trust's Quarterly Report on Form 10-Q for the quarter ended June 30, 1992 3(a)(ii) Amendment of Restated Articles Exhibit 6(a)(l) to the of Incorporation Trust's Form 8-A Registration Statement 3(b) By-Laws Exhibit 4(c) to the Trust's Form S-3 Registration Statement (Registration No. 33-44743) filed with the Commission on December 31, 1991 4(i) Specimen Common Stock Pages 46 through 47 Certificate 4(ii)(a) Loan Agreement dated as of Exhibit 6(c)(l) to the November 7, l991, between the Trust's Form 8-A Trust and Aid Association for Registration Statement Lutherans 4(ii)(b) Loan Agreement dated as of Exhibit 6(c)(2) November 14, 1991, between the to the Trust's Form 8-A Trust and Signet Bank/Virginia Registration Statement 4(ii)(c) Note Purchase Agreement dated Exhibit 6(c)(3) to as of February 19, 1992, between the Trust's Form 8-A the Trust and Principal Mutual Registration Statement Life Insurance Company 4(ii)(d) Credit Agreement dated as of Exhibit 6(c)(4) to the December 15, 1992, between the Trust's Form 8-A Trust and Signet Bank/Virginia Registration Statement 4(ii)(e) Note Purchase Agreement dated Exhibit 6(c)(5) to the as of January 15, l993, between Trust's Form 8-A the Trust and CIGNA Property Registration Statement and Casualty Insurance Company, Connecticut General Life Insurance Company, Connecticut General Life Insurance Company, on behalf of one or more separate accounts, Insurance Company of North America, Principal Mutual Life Insurance Company and Aid Association for Lutherans The Trust agrees to furnish to the Commission on request a copy of any instrument with respect to long-term debt of the Trust or its subsidiary the total amount of securities authorized under which does not exceed 10% of the total assets of the Trust. 10(i) Employment Agreement between Exhibit 10(v)(i)to the Trust and John P. McCann, Form 10-K for the year dated October 29, l982 ended December 31, 1982. 10(ii) Employment Agreement between Exhibit 10(v)(ii) to the Trust and James Dolphin, Form 10-K for the year dated October 29, l982 ended December 31, 1982. 10(iii) Employment Agreement between Exhibit 10(iii) to the Trust and Barry M. Kornblau, Form 10-K for the year dated January 1, 1991. December 31, 1990. 10(iv) 1985 Stock Option Plan, Exhibit B to the Trust's as amended definitive proxy statement dated April 13, 1992. 10(v) 1991 Stock Purchase and Loan Exhibit 10(v) to Plan Form 10-K for the year ended December 31, 1991. 13 Page of the Trust's 1993 Page 21 Annual Report to Shareholders that includes information incorporated by reference into this Form 10-K. 21 The Trust's only subsidiary is The Commons of Columbia, Inc., a Virginia corporation, which does not do business under any other name. 24 Consent of Independent Page 40 Auditors 99(ii) Pages 7 through 10, Pages 22 through 39 inclusive, and pages F-1 through F-14, inclusive of the preliminary prospectus dated March 29, 1994, included in the Trust's Form S-3 Registration Statement (Registration No. 33-52521) filed with the Commission on March 7, 1994 and amended on March 29, 1994. With the exception of the information incorporated by reference into Item 5, the 1993 Annual Report to Shareholders is not deemed filed as part of this report. ANNUAL REPORT ON FORM 10-K ITEM 14(a)(1) and (2), (c) and (d) FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES CERTAIN EXHIBITS FINANCIAL STATEMENT SCHEDULES YEAR ENDED DECEMBER 31, 1993 UNITED DOMINION REALTY TRUST, INC. RICHMOND, VIRGINIA General information General Offices United Dominion Realty Trust 10 S. Sixth Street, Suite 203 Richmond, Virginia 23219-3802 (804)780-2691 (804)343-1912 FAX General Counsel Hunton & Williams Riverfront Plaza-East Tower 901 E. Byrd Street Richmond, Virginia 23219-4074 Independent Auditors Ernst & Young 901 East Cary Street Richmond, Virginia 23219 Transfer Agent Mellon Securities Trust Company Four Station Square, 3rd Floor Pittsburgh, Pennsylvania 15219-1173 Shareholders On March 1, 1994, the Trust had 4,505 shareholders of record. Employees As of February 20, 1994, the Trust had 556 full and part-time employees. Annual Meeting The Annual Meeting of Shareholders is scheduled for Tuesday, May 10, 1994, at 4:00 p.m., at the Omni Richmond Hotel in Richmond, Virginia. All Shareholders are cordially invited to attend. Member National Association of Real Estate Investment Trusts (NAREIT) National Apartment Association National Multi-Housing Council International Council of Shopping Centers Stock Listing New York Stock Exchange Symbol UDR 10-K Report The Trust offers its shareholders, without charge, copies of its Annual Report on Form 10-K, as reported to the Securities and Exchange Commission. Dividend Reinvestment and Stock Purchase Plan The Trust offers its shareholders the opportunity to purchase additional shares of common stock through the Dividend Reinvestment and Stock Purchase Plan. Information regarding the Plan can be obtained directly from the Trust's office. Requests should be addressed to Shareholder Relations, United Dominion Realty Trust, at the Trust's office. Common Stock Price The table below sets forth the range of the high and low sales prices per share for each quarter of the last two years. Dividend information reflects dividends declared for each calendar quarter and paid at the end of the following month. Information for 1992 and the first quarter of 1993 give retroactive effect to a 2-for-1 stock split in May 1993. Dividend 1992 High Low Declared 1st Quarter $11 1/2 $10 $.165 2nd Quarter 10 13/16 9 3/4 .165 3rd Quarter 12 3/16 10 9/16 .165 4th Quarter 12 11/16 10 7/8 .165 1993 1st Quarter $14 13/16 $11 7/8 $.175 2nd Quarter 14 5/8 12 1/2 .175 3rd Quarter 16 5/8 13 1/2 .175 4th Quarter 16 7/8 12 5/8 .175 Schedule II UNITED DOMIINION REALTY TRUST, INC. AMOUNTS RECEIVABLE FROM DIRECTORS, OFFICERS AND EMPLOYEES For the years ended December 31, 1993, 1992, and 1991 Balance at Beginning Amounts Amounts Balance at End of Period Name of Debtor(1) of Period Additions Collected written off Current Not Current December 31, 1993: Directors and officers in excess of $100,000 at any time during the year: John P. McCann $824,889 $340,625 $276 -- -- $1,165,238 James Dolphin 278,888 204,375 167 -- -- 483,096 Barry M. Kornblau 278,888 204,375 4,106 -- -- 479,157 Curtis W. Carter 185,925 136,250 111 -- -- 322,064 Richard B. Chess 184,498 136,250 192 -- -- 320,556 Jerry A. Davis 185,925 136,250 111 -- -- 322,064 Richard A. Giannotti 185,925 136,250 111 -- -- 322,064 Charles E. Walker 185,925 102,188 111 -- -- 288,002 Milton A. Scott, Jr. 139,445 136,250 84 -- -- 275,611 Katheryn E. Surface -- 136,250 -- -- -- 136,250 Myra K. Tedder -- 102,187 -- -- -- 102,187 All Others 92,963 74,938 56 -- -- 167,845 Total $2,543,271 $1,846,188 $5,325 -- -- $4,384,134 December 31, 1992: Directors and officers in excess of $100,000 at any time during the year: John P. McCann $465,625 $362,500 $3,236 -- -- $824,889 James Dolphin 279,375 -- 487 -- -- 278,888 Barry M. Kornblau 279,375 -- 487 -- -- 278,888 Curtis W. Carter 186,250 -- 325 -- -- 185,925 Richard B. Chess 186,250 -- 1,752 -- -- 184,498 Jerry A. Davis 186,250 -- 325 -- -- 185,925 Richard A. Giannotti 186,250 -- 325 -- -- 185,925 Charles E. Walker 186,250 -- 325 -- -- 185,925 Milton A. Scott, Jr. 139,688 -- 243 -- -- 139,445 All Others 186,250 -- 93,287 -- -- 92,963 Total $2,281,563 $362,500 $100,792 -- -- $2,543,271 December 31, 1991: Directors and officers in excess of $100,000 at any time during the year: John P. McCann -- $465,625 -- -- -- $465,625 James Dolphin -- 279,375 -- -- -- 279,375 Barry M. Kornblau -- 279,375 -- -- -- 279,375 Curtis W. Carter -- 186,250 -- -- -- 186,250 Richard B. Chess -- 186,250 -- -- -- 186,250 Jerry A. Davis -- 186,250 -- -- -- 186,250 Richard A. Giannotti -- 186,250 -- -- -- 186,250 Charles E. Walker -- 186,250 -- -- -- 186,250 Milton A. Scott, Jr. -- 139,688 -- -- -- 139,688 All Others -- 186,250 -- -- -- 186,250 Total -- $2,281,563 -- -- -- $2,281,563
(1) In 1991, 1992 and 1993 the Trust entered into stock purchase agreements whereby certain officers purchased shares of common stock at the then current market price. The Trust provides 100% financing for the purchase of the stock with interest payable quarterly at rates escalating from 7% to 8-1/2%. The underlying notes mature beginning in November, 1998. The Trust holds as collateral all stock purchased through this plan. UNITED DOMINION REALTY TRUST, INC. Schedule VIII VALUATION AND QUALIFYING ACCOUNTS For the years ended December 31, 1993 and 1992 Charged to Balance at Charged to Other Beginning Costs and Accounts Deductions Balance at End Description of Period Expenses Describe Describe of Period Year ended December 31, 1993: Allowance for possible investment losses $1,564,000 - - - - - - $1,564,000 (1) Year ended December 31, 1992: Allowance for possible investment losses - - $1,564,000 - - - - $1,564,000 (1)
(1) The balance is netted against the cost of real estate owned on the balance sheet SCHEDULE X UNITED DOMINION REALTY TRUST, INC. SUPPLEMENTARY EARNINGS STATEMENT INFORMATION THREE YEARS ENDED DECEMBER 31, 1993 (DOLLARS IN THOUSANDS) Charged to Expense Description 1993 1992 1991 Advertising $1,078 $731 $652 Rental Promotions 420 650 553 Other items requiring disclosure are not shown as they are less than 1% of rental income. SCHEDULE XI. Summary of Real Estate Owned Cost of Improvements Capitalized Initial Cost to Trust Subsequent to Land and Buildings Acquisition Encumbrances Land and (Net of (a) Improvements Improvements Disposals) Apartments: 2131 Apartments/Nashville, TN $ -- $ 869,860 $ 9,155,185 $ 173,669 Azalea/Richmond, VA -- 272,522 2,721,686 880,155 Bay Cove/Clearwater, FL -- 2,928,847 6,578,257 329,090 Bayberry Commons/Portsmouth, VA -- 516,800 3,485,645 924,711 Beechwood/Greensboro, NC -- 1,409,377 6,086,677 3,600 Braeland Commons/Columbia, MD 5,100,000 1,564,942 7,006,574 252,309 Bramblewood/Goldsboro, NC 710,132 401,538 3,150,912 799,565 Brynn Marr/Jacksonville, NC -- 432,974 3,821,508 869,786 Canterbury Woods/Charlotte, NC -- 409,675 5,011,435 1,588,657 Cedar Point/Raleigh, NC -- 75,400 4,514,435 2,731,942 Cinnamon Ridge/Raleigh, NC 7,000,000 967,230 3,337,197 3,848,505 Colonial Villa/Columbia, SC -- 1,014,181 5,100,269 756,082 Colony of Stone Mtn/Atlanta, GA -- 3,160,000 5,641,646 2,484,520 Colony Village/New Bern, NC -- 346,330 3,036,956 859,084 Country Walk/Columbia, SC -- 422,112 3,133,623 998,080 Courthouse Green/Richmond, VA -- 732,050 4,702,353 1,115,759 Courtney Square/Raleigh, NC -- 1,114,600 5,119,259 142,786 The Cove at Lake Lynn/Raleigh, NC -- 1,723,363 5,303,760 223,416 Craig Manor/Salem,VA -- 282,200 2,419,570 536,883 The Creek/Wilmington, NC 1,450,000 417,500 2,506,206 576,962 Crescent Square/Atlanta, GA -- 1,057,000 6,865,036 4,032,689 Dover Village/Orlando, FL -- 2,894,702 6,456,100 667,650 Eastwind/Virginia Beach, VA -- 155,000 5,316,738 1,182,502 Eden Commons/Columbia, MD 8,700,000 2,361,167 9,384,170 306,846 Emerald Bay/Charlotte, NC -- 626,070 4,722,862 1,887,461 English Hills/Richmond, VA -- 1,979,174 11,524,313 2,350,445 Forest Hills/Wilmington, NC 3,200,000 1,028,000 5,420,478 347,859 Forestbrook/Columbia, SC -- 395,516 2,902,040 345,803 Foxcroft/Tampa, FL -- 749,400 3,927,644 298,685 Gable Hill/Columbia, SC -- 824,847 5,307,194 664,950 Gatewater Landing/Glen Burnie, MD -- 2,078,422 6,084,526 293,273 Grand Oaks/Charlotte, NC -- 446,075 4,463,344 2,107,769 Hampton Court/Alexandria, VA -- 7,388,420 4,811,937 136,376 Harbour Town/Nashville, TN -- 572,567 3,522,092 4,250 Heather Lake/Hampton, VA -- 616,800 3,400,672 1,896,343 Heatherwood/Greenville, SC -- 354,566 3,234,105 23,871 Heritage Trace/Newport News, VA 3,900,000 880,000 2,312,285 1,488,361 The Highlands/Charlotte, NC -- 321,400 2,830,346 1,479,345 Key Pines/Spartanburg, SC -- 601,693 3,773,304 509,548 The Lakes/Nashville, TN -- 1,285,657 5,980,197 82,799 Lake Washington Downs/Melbourne, FL -- 1,434,450 4,940,166 41,265 Laurel Ridge/Roanoke, VA 3,000,000 445,400 2,531,357 1,000,816 Laurel Village/Richmond, VA -- 694,281 3,119,716 428,090 The Ledges/Winston-Salem, NC -- 492,283 1,561,947 4,551,503 Liberty Crossing/Jacksonville, NC 1,793,876 840,000 3,873,139 1,259,980 Meadow Run/Richmond, VA -- 636,059 3,423,884 1,082,435 Meadowdale Lakes/Richmond, VA 1,390,345 1,581,671 6,717,237 2,645,121 The Melrose/Dumfries, VA 5,320,000 662,000 3,705,404 3,793,895 Mill Creek/Atlanta, GA -- 529,800 3,996,252 3,276,757 Mill Creek/Wilmington, NC -- 597,248 4,618,561 608,311 Northview/Salem, VA -- 171,600 1,238,501 505,984 Olde West Village/Richmond, VA 3,986,663 1,965,097 12,203,965 1,393,523 Orange Orlando/Orlando, FL -- 1,233,151 2,177,417 778,926 Park Green/Raleigh, NC -- 500,000 4,321,872 777,660 Parkwood Court/Alexandria, VA -- 2,482,633 3,813,116 267,210 Patriot Place/Florence, SC 2,200,000 212,500 1,600,757 4,407,295 Peppertree/Charlotte, NC -- 1,546,267 7,699,221 9,600 Pinebrook/Clearwater,FL -- 1,780,375 2,458,172 39,500 Plum Chase/Columbia, SC 7,000,000 802,750 3,149,607 4,272,431 River Road/Ettrick, VA -- 229,699 1,648,394 770,725 Riverwind/Spartanburg, SC -- 802,484 6,386,212 3,600 Rollingwood/Richmond, VA 2,694,994 777,971 5,058,707 1,736,206 St. Andrews Commons/Columbia, SC -- 1,428,826 9,371,378 88,827 Spring Forest/Raleigh, NC -- 1,257,500 8,586,255 1,455,595 Stanford Village/Atlanta, GA 2,081,871 884,500 2,807,839 414,265 Summit-on-Park/Charlotte, NC -- 147,000 1,021,602 901,026 Summit West/Tampa, FL -- 2,176,500 4,709,970 581,155 Timbercreek/Richmond, VA -- 379,000 2,030,525 1,046,299 Towne Square/Hopewell, VA 1,260,000 109,500 909,897 747,721 Twin Rivers/Hopewell, VA -- 149,200 885,671 1,074,385 Village at Old Tampa Bay/Oldsmar, FL -- 1,750,320 10,756,337 5,880 Windsor Harbor/Charlotte, NC -- 475,000 3,928,113 1,789,302 Woodland Hollow/Charlotte, NC 3,370,516 755,000 5,393,023 1,271,252 Woodscape/Newport News, VA -- 798,700 7,209,525 1,663,935
SCHEDULE XI. Summary of Real Estate Owned (continued) Cost of Improvements Capitalized Initial Cost to Trust Subsequent to Land and Buildings Acquisition Encumbrances Land and (Net of (a) Improvements Improvements Disposals) Shopping Centers: Circle/Richmond, VA $ -- $ 885,964 $ 1,836,464 $ 1,373,342 Cumberland Square/Dunn, NC -- 661,636 832,148 714,837 Deerfield Plaza/Myrtle Beach, SC -- 883,767 2,182,509 429,622 Glen Lea/Richmond, VA 2,478,924 559,993 649,500 2,580,539 Gloucester Exchange/Gloucester, VA -- 403,688 2,278,553 681,460 Hanover Village/Richmond, VA -- 1,928,339 987,416 5,163,699 Kroger Sav-On/Waynesboro, VA -- 319,300 990,901 426,566 Laburnum Park/Richmond, VA 2,599,657 4,188,394 63,071 Laburnum Square/Richmond, VA 1,659,135 773,804 2,178,622 1,959,792 Meadowdale/Richmond, VA 966,771 1,099,620 3,875,145 1,080,969 Rite Aid/Richmond, VA -- 158,879 216,177 76,517 Rose Manor/Smithfield, NC -- 496,000 1,038,694 (268,537) The Village/Durham, NC -- 1,355,000 3,814,496 2,900,315 Village Square/Myrtle Beach, SC -- 3,070,000 6,429,614 1,632,507 Willow Oaks/Hampton, VA 3,620,000 934,220 1,211,045 6,750,443 Office and Industrial Buildings: Franklin St./Richmond, VA -- 67,900 282,173 70,433 Meadowdale Offices/Richmond, VA -- 240,563 359,913 386,266 Statesman Park/Roanoke, VA -- 90,162 565,557 81,664 Tri-County Buildings/Bristol, TN -- 275,582 900,273 1,262,598 ------------ ------------ ------------ ------------ $ 72,883,227 $ 93,210,815 $376,743,869 $112,258,965 ============ ============ ============ ============ (a) Exclusive of discounts aggregating $21,750. (b) The aggregate cost for federal income tax purposes was approximately $563 million at December 31, 1993 and $435 million at December 31, 1992.
Gross Amount at Which Carried at Close of Period Land and Buildings Land and Total Accumulated Improvements Improvements (b) Depreciation Apartments: 2131 Apartments/Nashville, TN 919,556 $ 9,279,158 $10,198,714 $ 316,935 Azalea/Richmond, VA 399,136 3,475,227 3,874,363 1,311,777 Bay Cove/Clearwater, FL 2,999,647 6,836,547 9,836,194 258,442 Bayberry Commons/Portsmouth, VA 692,456 4,234,700 4,927,156 1,158,589 Beechwood/Greensboro, NC 1,409,377 6,090,277 7,499,654 18,080 Braeland Commons/Columbia, MD 1,606,569 7,217,256 8,823,825 264,040 Bramblewood/Goldsboro, NC 489,545 3,862,470 4,352,015 1,381,363 Brynn Marr/Jacksonville, NC 521,367 4,602,901 5,124,268 1,701,891 Canterbury Woods/Charlotte, NC 529,092 6,480,675 7,009,767 2,084,209 Cedar Point/Raleigh, NC 224,596 7,097,181 7,321,777 2,771,797 Cinnamon Ridge/Raleigh, NC 1,261,201 6,891,731 8,152,932 1,648,186 Colonial Villa/Columbia, SC 1,218,373 5,652,159 6,870,532 259,314 Colony of Stone Mtn/Atlanta, GA 3,859,818 7,426,348 11,286,166 1,534,439 Colony Village/New Bern, NC 454,512 3,787,858 4,242,370 1,475,933 Country Walk/Columbia, SC 608,232 3,945,583 4,553,815 390,149 Courthouse Green/Richmond, VA 869,336 5,680,826 6,550,162 2,113,158 Courtney Square/Raleigh, NC 1,127,494 5,249,151 6,376,645 91,935 The Cove at Lake Lynn/Raleigh, NC 1,750,578 5,499,961 7,250,539 263,868 Craig Manor/Salem,VA 342,013 2,896,640 3,238,653 736,901 The Creek/Wilmington, NC 423,509 3,077,159 3,500,668 197,995 Crescent Square/Atlanta, GA 1,325,602 10,629,123 11,954,725 2,185,058 Dover Village/Orlando, FL 2,927,950 7,090,502 10,018,452 192,427 Eastwind/Virginia Beach, VA 283,968 6,370,272 6,654,240 1,668,241 Eden Commons/Columbia, MD 2,410,094 9,642,090 12,052,184 361,997 Emerald Bay/Charlotte, NC 1,116,921 6,119,472 7,236,393 1,249,753 English Hills/Richmond, VA 2,418,394 13,435,538 15,853,932 1,202,701 Forest Hills/Wilmington, NC 1,066,997 5,729,340 6,796,337 321,751 Forestbrook/Columbia, SC 409,235 3,234,124 3,643,359 62,160 Foxcroft/Tampa, FL 836,452 4,139,277 4,975,729 137,670 Gable Hill/Columbia, SC 1,038,293 5,758,698 6,796,991 1,046,656 Gatewater Landing/Glen Burnie, MD 2,091,408 6,364,813 8,456,221 239,476 Grand Oaks/Charlotte, NC 781,550 6,235,638 7,017,188 2,505,670 Hampton Court/Alexandria, VA 7,413,429 4,923,304 12,336,733 170,983 Harbour Town/Nashville, TN 572,568 3,526,341 4,098,909 11,387 Heather Lake/Hampton, VA 765,012 5,148,803 5,913,815 2,794,978 Heatherwood/Greenville, SC 359,682 3,252,860 3,612,542 31,315 Heritage Trace/Newport News, VA 1,142,674 3,537,972 4,680,646 1,022,246 The Highlands/Charlotte, NC 516,373 4,114,718 4,631,091 1,922,960 Key Pines/Spartanburg, SC 638,465 4,246,080 4,884,545 219,895 The Lakes/Nashville, TN 1,297,592 6,051,061 7,348,653 74,832 Lake Washington Downs/Melbourne,FL 1,434,450 4,981,431 6,415,881 48,757 Laurel Ridge/Roanoke, VA 641,237 3,336,336 3,977,573 1,009,878 Laurel Village/Richmond, VA 775,036 3,467,051 4,242,087 369,451 The Ledges/Winston-Salem, NC 1,108,507 5,497,226 6,605,733 2,439,000 Liberty Crossing/Jacksonville, NC 1,096,050 4,877,069 5,973,119 869,409 Meadow Run/Richmond, VA 816,478 4,325,900 5,142,378 1,729,150 Meadowdale Lakes/Richmond, VA 2,123,526 8,820,503 10,944,029 3,504,574 The Melrose/Dumfries, VA 1,322,406 6,838,893 8,161,299 2,567,799 Mill Creek/Atlanta, GA 858,015 6,944,794 7,802,809 1,623,402 Mill Creek/Wilmington, NC 786,992 5,037,127 5,824,119 491,150 Northview/Salem, VA 216,569 1,699,516 1,916,085 938,455 Olde West Village/Richmond, VA 2,207,941 13,354,644 15,562,585 3,367,974 Orange Orlando/Orlando, FL 1,350,687 2,838,807 4,189,494 91,930 Park Green/Raleigh, NC 549,179 5,050,353 5,599,532 517,431 Parkwood Court/Alexandria, VA 2,498,295 4,064,664 6,562,959 67,952 Patriot Place/Florence, SC 1,329,479 4,891,073 6,220,552 1,727,052 Peppertree/Charlotte, NC 1,546,267 7,708,821 9,255,088 24,418 Pinebrook/Clearwater,FL 1,784,175 2,493,872 4,278,047 28,941 Plum Chase/Columbia, SC 1,073,973 7,150,815 8,224,788 1,116,887 River Road/Ettrick, VA 314,957 2,333,861 2,648,818 1,172,833 Riverwind/Spartanburg, SC 802,484 6,389,812 7,192,296 -- Rollingwood/Richmond, VA 1,027,671 6,545,213 7,572,884 2,612,821 St. Andrews Commons/Columbia, SC 1,442,158 9,446,873 10,889,031 228,866 Spring Forest/Raleigh, NC 1,373,382 9,925,968 11,299,350 1,136,567 Stanford Village/Atlanta, GA 1,007,230 3,099,374 4,106,604 718,344 Summit-on-Park/Charlotte, NC 240,032 1,829,596 2,069,628 885,285 Summit West/Tampa, FL 2,335,411 5,132,214 7,467,625 182,566 Timbercreek/Richmond, VA 516,862 2,938,962 3,455,824 1,423,596 Towne Square/Hopewell, VA 325,585 1,441,533 1,767,118 677,248 Twin Rivers/Hopewell, VA 347,493 1,761,763 2,109,256 1,060,660 Village at Old Tampa Bay/Oldsmar,FL 1,750,320 10,762,217 12,512,537 31,288 Windsor Harbor/Charlotte, NC 854,265 5,338,150 6,192,415 1,303,159 Woodland Hollow/Charlotte, NC 902,934 6,516,341 7,419,275 1,880,120 Woodscape/Newport News, VA 1,006,107 8,666,053 9,672,160 2,092,087
SCHEDULE XI. Summary of Real Estate Owned (continued) Gross Amount at Which Carried at Close of Period Land and Buildings Land and Total Accumulated Improvements Improvements (b) Depreciation Shopping Centers: Circle/Richmond, VA 947,570 $ 3,148,200 $ 4,095,770 $ 1,788,042 Cumberland Square/Dunn, NC 715,450 1,493,171 2,208,621 318,160 Deerfield Plaza/Myrtle Beach, SC 1,080,372 2,415,526 3,495,898 659,432 Glen Lea/Richmond, VA 1,047,596 2,742,436 3,790,032 1,080,025 Gloucester Exchange/Gloucester, VA 502,031 2,861,670 3,363,701 521,956 Hanover Village/Richmond, VA 3,213,881 4,865,573 8,079,454 1,138,451 Kroger Sav-On/Waynesboro, VA 332,702 1,404,065 1,736,767 587,619 Laburnum Park/Richmond, VA 2,599,765 4,251,357 6,851,122 449,936 Laburnum Square/Richmond, VA 1,125,262 3,786,956 4,912,218 1,508,345 Meadowdale/Richmond, VA 1,288,237 4,767,497 6,055,734 1,412,895 Rite Aid/Richmond, VA 165,038 286,535 451,573 83,995 Rose Manor/Smithfield, NC 542,229 723,928 1,266,157 314,781 The Village/Durham, NC 2,124,774 5,945,037 8,069,811 1,615,838 Village Square/Myrtle Beach, SC 3,727,678 7,404,443 11,132,121 1,359,690 Willow Oaks/Hampton, VA 3,101,534 5,794,174 8,895,708 1,985,351 Office and Industrial Buildings: Franklin St./Richmond, VA 67,900 352,606 420,506 103,323 Meadowdale Offices/Richmond, VA 258,144 728,598 986,742 228,222 Statesman Park/Roanoke, VA 147,996 589,387 737,383 370,373 Tri-County Buildings/Bristol, TN 364,123 2,074,330 2,438,453 577,649 ------------ ------------ ------------ ----------- $112,237,501 $469,976,148 $582,213,649 $91,444,290 ============ ============ ============ ===========
Depreciable Life of Date of Date Building Construction Acquired Component Apartments: 2131 Apartments/Nashville, TN 1972 12/16/92 35 yrs. Azalea/Richmond, VA 1967 12/31/84 35 yrs. Bay Cove/Clearwater, FL 1972 12/16/92 35 yrs. Bayberry Commons/Portsmouth, VA 1973/74 04/07/88 35 yrs. Beechwood/Greensboro, NC 1985 12/22/93 35 yrs. Braeland Commons/Columbia, MD 1983 12/29/92 35 yrs. Bramblewood/Goldsboro, NC 1980/82 12/31/84 35 yrs. Brynn Marr/Jacksonville, NC 1973/77 12/31/84 35 yrs. Canterbury Woods/Charlotte, NC 1968/70 12/18/85 35 yrs. Cedar Point/Raleigh, NC 1972 12/18/85 35 yrs. Cinnamon Ridge/Raleigh, NC 1968/70 12/01/89 35 yrs. Colonial Villa/Columbia, SC 1974 09/16/92 35 yrs. Colony of Stone Mtn/Atlanta, GA 1970/72 06/12/90 35 yrs. Colony Village/New Bern, NC 1972/74 12/31/84 35 yrs. Country Walk/Columbia, SC 1974 12/19/91 35 yrs. Courthouse Green/Richmond, VA 1974/78 12/31/84 35 yrs. Courtney Square/Raleigh, NC 1979/81 07/08/93 35 yrs. The Cove at Lake Lynn/Raleigh, NC 1986 12/01/92 35 yrs. Craig Manor/Salem,VA 1975 11/06/87 35 yrs. The Creek/Wilmington, NC 1973 06/30/92 35 yrs. Crescent Square/Atlanta, GA 1970 03/22/89 35 yrs. Dover Village/Orlando, FL 1981 03/31/93 35 yrs. Eastwind/Virginia Beach, VA 1970 04/04/88 35 yrs. Eden Commons/Columbia, MD 1984 12/29/92 35 yrs. Emerald Bay/Charlotte, NC 1972 02/06/90 35 yrs. English Hills/Richmond, VA 1969/76 12/06/91 35 yrs. Forest Hills/Wilmington, NC 1964/69 06/30/92 35 yrs. Forestbrook/Columbia, SC 1974 07/01/93 35 yrs. Foxcroft/Tampa, FL 1972 01/28/93 35 yrs. Gable Hill/Columbia, SC 1985 12/04/89 35 yrs. Gatewater Landing/Glen Burnie, MD 1970 12/16/92 35 yrs. Grand Oaks/Charlotte, NC 1966/67 05/01/84 35 yrs. Hampton Court/Alexandria, VA 1967 02/19/93 35 yrs. Harbour Town/Nashville, TN 1974 12/10/93 35 yrs. Heather Lake/Hampton, VA 1972/74 03/01/80 35 yrs. Heatherwood/Greenville, SC 1978 09/30/93 35 yrs. Heritage Trace/Newport News, VA 1973 06/30/89 35 yrs. The Highlands/Charlotte, NC 1970 01/17/84 35 yrs. Key Pines/Spartanburg, SC 1974 09/25/92 35 yrs. The Lakes/Nashville, TN 1986 09/15/93 35 yrs. Lake Washington Downs/Melbourne,FL 1984 09/24/93 35 yrs. Laurel Ridge/Roanoke, VA 1970/72 05/17/88 35 yrs. Laurel Village/Richmond, VA 1972 09/06/91 35 yrs. The Ledges/Winston-Salem, NC 1959 08/13/86 35 yrs. Liberty Crossing/Jacksonville, NC 1972/74 11/30/90 35 yrs. Meadow Run/Richmond, VA 1973/74 12/31/84 35 yrs. Meadowdale Lakes/Richmond, VA 1967/71 12/31/84 35 yrs. The Melrose/Dumfries, VA 1951 12/11/85 35 yrs. Mill Creek/Atlanta, GA 1972 11/11/88 35 yrs. Mill Creek/Wilmington, NC 1986 09/30/91 35 yrs. Northview/Salem, VA 1969 09/29/78 35 yrs. Olde West Village/Richmond, VA 1978/82/85/87 12/31/84 & 8/27/91 35 yrs. Orange Orlando/Orlando, FL 1971 01/21/93 35 yrs. Park Green/Raleigh, NC 1987 09/27/91 35 yrs. Parkwood Court/Alexandria, VA 1964 06/30/93 35 yrs. Patriot Place/Florence, SC 1974 10/23/85 35 yrs. Peppertree/Charlotte, NC 1987 12/14/93 35 yrs. Pinebrook/Clearwater,FL 1977 09/28/93 35 yrs. Plum Chase/Columbia, SC 1974 01/04/91 35 yrs. River Road/Ettrick, VA 1973/74 08/31/81 35 yrs. Riverwind/Spartanburg, SC 1987 12/31/93 35 yrs. Rollingwood/Richmond, VA 1974/78 12/31/84 35 yrs. St. Andrews Commons/Columbia, SC 1986 05/20/93 35 yrs. Spring Forest/Raleigh, NC 1978/81 05/21/91 35 yrs. Stanford Village/Atlanta, GA 1985 09/26/89 35 yrs. Summit-on-Park/Charlotte, NC 1963 01/17/84 35 yrs. Summit West/Tampa, FL 1972 12/16/92 35 yrs. Timbercreek/Richmond, VA 1969 08/31/83 35 yrs. Towne Square/Hopewell, VA 1967 08/27/85 35 yrs. Twin Rivers/Hopewell, VA 1972 01/06/82 35 yrs. Village at Old Tampa Bay/Oldsmar,FL 1986 12/08/93 35 yrs. Windsor Harbor/Charlotte, NC 1971 01/13/89 35 yrs. Woodland Hollow/Charlotte, NC 1974/76 11/03/86 35 yrs. Woodscape/Newport News, VA 1974/76 12/29/87 35 yrs. SCHEDULE XI. Summary of Real Estate Owned (continued) Depreciable Life of Date of Date Building Construction Acquired Component Shopping Centers: Circle/Richmond, VA 1956/62/67 11/01/73 25/35 yrs. Cumberland Square/Dunn, NC 1972/78/84 08/28/86 35 yrs. Deerfield Plaza/Myrtle Beach, SC 1979 01/17/84 35 yrs. Glen Lea/Richmond, VA 1964/85 05/25/83 25 yrs. Gloucester Exchange/Gloucester, VA 1974 11/12/87 35 yrs. Hanover Village/Richmond, VA 1971/72 06/30/86 35 yrs. Kroger Sav-On/Waynesboro, VA 1975 03/07/80 35 yrs. Laburnum Park/Richmond, VA 1988/89 09/28/90 35 yrs. Laburnum Square/Richmond, VA 1978/85 02/11/81 40 yrs. Meadowdale/Richmond, VA 1976/82 12/31/84 35 yrs. Rite Aid/Richmond, VA 1974 12/31/84 35 yrs. Rose Manor/Smithfield, NC 1972/75 08/28/86 35 yrs. The Village/Durham, NC 1965 08/28/86 35 yrs. Village Square/Myrtle Beach, SC 1978/79 05/25/88 35 yrs. Willow Oaks/Hampton, VA 1968/74 08/01/84 35 yrs. Office and Industrial Buildings: Franklin St./Richmond, VA 1890 07/01/86 35 yrs. Meadowdale Offices/Richmond, VA 1983 12/31/84 35 yrs. Statesman Park/Roanoke, VA 1974 05/22/75 33 yrs. Tri-County Buildings/Bristol, TN 1976/79 01/21/81 33 yrs. SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized. United Dominion Realty Trust, Inc. (registrant) By /s/ James Dolphin James Dolphin Senior Vice President, Secretary, and Chief Financial Officer March 15, 1994 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on March 15, 1994 by the following persons on behalf of the registrant and in the capacities indicated. /s/ John P. McCann /s/ R. Toms Dalton,Jr. John P. McCann R. Toms Dalton, Jr. Director, President and Chief Director Executive Officer /s/ James Dolphin /s/ Jeff C. Bane James Dolphin Jeff C. Bane Director, Senior Vice President, Director Secretary and Chief Financial Officer /s/ Jerry A. Davis /s/ John C. Lanford Jerry A. Davis John C. Lanford Vice President, Controller-Corporate Accounting Director and Chief Accounting Officer /s/ C. Harmon Williams, Jr. /s/ H. Franklin Minor C. Harmon Williams, Jr. H. Franklin Minor Chairman of the Board of Directors Director /s/ Barry M. Kornblau /s/ Robert P. Buford Barry M. Kornblau Robert P. Buford Director, Senior Vice President and Director Director of Apartments EX-4 2 EXHIBIT 4 - FORM OF STOCK CERTIFICATE Exhibit 4(i) Number UD COMMON STOCK COMMON STOCK Incorporated Under The Laws of the Commonwealth of Virginia Shares This Certificate May Be Presented See Reverse Side For Transfer In New York, N.Y. Or For Certain Definitions In Pittsburgh, PA UNITED DOMINION REALTY TRUST, INC. CUSIP 910197 10 2 THIS CERTIFIES THAT IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $1.00 EACH, IN United Dominion Realty Trust, Inc. The Holder and every transferee as assignee of this certificate or shares represented hereby, or of any interest therein, accepts and agrees to be bound by the provisions of the Articles of Incorporation of the Company. This certificate and the shares represented hereby are transferable on the books of the Companies by the registered holder hereof in person or by attorney upon surrender of this certificate properly endorsed. This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. In Witness Whereof, the Company has caused this certificate to be signed by the facsimile signatures of its President and Secretary. Dated: COUNTERSIGNED AND REGISTERED: MELLON SECURITIES TRUST COMPANY TRANSFER AGENT AND REGISTRAR BY JAMES DOLPHIN JOHN P. McCANN Authorized Signature SECRETARY PRESIDENT UNITED DOMINION REALTY TRUST, INC. Under the Articles of Incorporation of the Company, transfer of the shares represented hereby may be stopped, and such shares are subject to redemption, in order to preserve the qualification of the Company as a "real estate investment trust" under the Internal Revenue Code. The Company will furnish to any shareholder upon request to the office of the Company in Richmond, Virginia a full statement of the designations, preferences, limitations and relative rights of the shares of each class authorized to be issued. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM - as tenants in common UNIF GIFT MIN ACT - ..... Custodian ..... (Cust) (Minor) under Uniform Gifts to Minors Act TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. For value received, __________________________hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE _________________________________________________________________ _________________________________________________________________ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ ______________________Shares of Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint _________________________________________________________________Attorney to transfer the said Shares on the books of the within-named Company with full-power of substitution in the premises. Dated ______________________ ______________________________________ EX-24 3 EXHIBIT 24 - CONSENT OF ERNST & YOUNG EXHIBIT 24 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Annual Report (Form 10- K) of United Dominion Realty Trust, Inc. of our report dated March 3, 1994, included in the Registration Statement (Form S-3 No. 33-52521) pertaining to the United Dominion Realty Trust, Inc. registration of $75 million of notes in March 1994. Our audits also included the financial statement schedules of United Dominion Realty Trust, Inc. listed in Item 14(a). These schedules are the responsibility of the Trust's management. Our responsibility is to express an opinion based on our audits. In our opinion, the financial statement schedules referred to above, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein. We consent to the incorporation by reference in the Registration Statement (Form S-3 No. 33-40433) and in the related Prospectus, the Registration Statement (Form S-3 No. 33-32930) and in the related Prospectus, the Registration Statement (Form S-8 No. 33-48000) pertaining to the United Dominion Realty Trust, Inc. Stock Purchase and Loan Plan, and the Registration Statement (Form S-8 No. 33-47926) pertaining to the United Dominion Realty Trust, Inc. Stock Option Plan of our report dated March 3, 1994 with respect to the financial statements and schedules of United Dominion Realty Trust, Inc. included or incorporated by reference in the Annual Report (Form 10-K) for the year ended December 31, 1993. /s/ ERNST & YOUNG Richmond, Virginia March 25, 1994 -----END PRIVACY-ENHANCED MESSAGE-----