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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Maryland	1-10524	54-0857512

(State or Other	(Commission File	(IRS Employer
Jurisdiction of	Number)	Identification No.)
Incorporation)


1745 Shea Center Drive, Suite 200, Highlands Ranch, Colorado 80129

(Address of Principal Executive Offices) (Zip Code)

On November 7, 2003, United Dominion Realty Trust, Inc. (the “Company”) entered into a First Amendment to Distribution Agreement with J.P. Morgan Securities Inc., Banc of America Securities LLC, Goldman, Sachs & Co., McDonald Investments Inc., Citigroup Global Markets Inc. and Wachovia Capital Markets, LLC, f/k/a Wachovia Securities Inc., (collectively, the “Agents”). The First Amendment amends the Distribution Agreement, dated February 24, 2003, by and between the Company and the Agents, to increase the aggregate initial offering price of the Company’s Medium-Term Notes Due Nine Months or More From Date of Issue (the “Notes”) from $300,000,000 to $500,000,000. The First Amendment to Distribution Agreement dated November 7, 2003, is attached hereto and incorporated herein by reference as Exhibit 1.02.

Morrison & Foerster LLP, as counsel to the Company, has issued its validity opinion with respect to the Notes, which opinion is attached hereto and incorporated herein by reference as Exhibit 5.01.


Exhibit No.		Description

	1.01	Distribution Agreement dated February 24, 2003.(1)

	1.02	First Amendment to Distribution Agreement dated November 7, 2003.

	5.01	Validity Opinion of Morrison & Foerster LLP.

(1)

Incorporated by reference to Exhibit 1.01 of registrant’s Current Report on Form 8-K dated February 24, 2003, as filed with the Securities and Exchange Commission on February 25, 2003 (File No. 1-10524).

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		UNITED DOMINION REALTY TRUST, INC.

		By:		/s/ Christopher D. Genry

				Christopher D. Genry
				Executive Vice President and Chief
				Financial Officer


Exhibit		Description

	1.01	Distribution Agreement dated February 24, 2003.(1)

	1.02	First Amendment to Distribution Agreement dated November 7, 2003.

	5.01	Validity Opinion of Morrison & Foerster LLP.

(1)

EX-1.02 3 d10272exv1w02.htm EX-1.02 FIRST AMENDMENT TO DISTRIBUTION AGREEMENT exv1w02

This First Amendment to Distribution Agreement (this “First Amendment”) is made and entered into as of November 7, 2003 (the “Amendment Date”) by and between United Dominion Realty Trust, Inc., a Maryland corporation (the “Company”), and each of J.P. Morgan Securities Inc., Banc of America Securities LLC, Goldman, Sachs & Co., McDonald Investments, Inc., Citigroup Global Markets Inc., and Wachovia Capital Markets, LLC, f/k/a Wachovia Securities Inc. (each an “Agent”, and together, the “Agents”).

WHEREAS, the parties entered into that certain Distribution Agreement, dated as of February 24, 2003 (the “Original Agreement”), with respect to the issue and sale by the Company of its Medium-Term Notes Due Nine Months or More From the Date of Issue. The Original Agreement, as amended by this First Amendment, is hereinafter referred to as the “Agreement”; and

WHEREAS, the parties desire to amend the Original Agreement pursuant to the terms and conditions set forth in this First Amendment.

NOW THEREFORE, in consideration of the mutual agreements and covenants set forth in the Original Agreement and this First Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

(a) The reference to “a Virginia corporation” in the first paragraph of the Original Agreement is hereby amended to read “a Maryland corporation.”

(b) The reference to “$300,000,000 aggregate initial offering price” in the first paragraph of the Original Agreement is hereby amended to read “$500,000,000 aggregate initial offering price.”

2. Amendment to Section 2(a)(i). The reference to the “Commonwealth of Virginia” in Section 2(a)(i) of the Original Agreement is hereby amended to read the “State of Maryland.”

3. Amendment of Section 5(a)(1)(ii). The first reference to “Maryland” in Section 5(a)(1)(ii) of the Original Agreement is hereby amended to read “Virginia.”

4. Amendment to Exhibit B. The reference to “a Virginia corporation” in the first paragraph of Exhibit B to the Original Agreement is hereby amended to read “a Maryland corporation.”

5. Definitions. Any capitalized term used in this First Amendment and not defined in this First Amendment shall have the meaning assigned to such term in the Original Agreement.

6. Governing Law. This First Amendment and all the rights and obligations of the parties shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in such State. Any suit, action or proceeding brought by the Company against any Agent in connection with or arising under this First

Amendment shall be brought solely in the state or federal court of appropriate jurisdiction located in the Borough of Manhattan, The City of New York.

7. Counterparts. This First Amendment may be executed in one or more counterparts, and by different parties hereto in separate counterparts, each of which when so executed shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures on this First Amendment may be communicated by facsimile transmission and shall be binding upon the party transmitting the same by facsimile transmission.

8. Original Agreement. Except as expressly modified by the terms hereof, the terms and provisions of the Original Agreement shall remain in full force and effect as originally written.

9. Entire Agreement. This First Amendment represents the entire agreement of the parties with respect to the subject matter herein contained and supersedes all prior correspondence, conversations and negotiations with respect to those subjects.

10. Successors and Assigns. This First Amendment shall be binding upon and shall inure to the benefit of the parties and their respective heirs, executors, personal representatives, successors and assigns.

If the foregoing is in accordance with the Agents’ understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument along with all counterparts will become a binding agreement between the Agents and the Company in accordance with its terms.


Very truly yours,

UNITED DOMINION REALTY TRUST, INC.

By:	/s/ Christopher D. Genry

	Name:	Christopher D. Genry

	Title:	Executive Vice President and Chief Financial Officer


		J.P. MORGAN SECURITIES INC.

		By:		/s/ Robert Bottamadi

				Name: Robert Bottamadi
				Title: Vice President

		BANC OF AMERICA SECURITIES LLC

		By:		/s/ Peter J. Carbone

				Name: Peter J. Carbone
				Title: Vice President

				/s/ Goldman, Sachs & Co.

				(Goldman, Sachs & Co.)

		MCDONALD INVESTMENTS INC.

		By:		/s/ Nida Raza

				Name: Nida Raza
				Title: Vice President

		CITIGROUP GLOBAL MARKETS INC.

		By:		/s/ Martha D. Bailey

				Name: Martha D. Bailey
				Title: Senior Vice President

		WACHOVIA CAPITAL MARKETS, LLC

		By:		/s/ Teresa Hee

				Name: Teresa Hee
				Title: Vice President

4 EX-5.01 4 d10272exv5w01.htm EX-5.01 VALIDITY OPINION - MORRISON & FOERSTER LLP exv5w01

United Dominion Realty Trust, Inc.
1745 Shea Center Drive
Suite 200
Highlands Ranch, CO 80129

We have acted as counsel to United Dominion Realty Trust, Inc. (the “Company”) in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Company’s Registration Statement on Form S-3, Registration No. 333-101611, its Prospectus dated December 23, 2002, its Prospectus Supplement dated February 24, 2003 and its Prospectus Supplement dated November 7, 2003 (the Registration Statement, Prospectus and Prospectus Supplements are collectively referred to as the “Registration Statement”), relating to the registration under the Securities Act of 1933 of $500,000,000 Medium-Term Notes Due Nine Months or More From Date of Issue (the “Notes”). In connection therewith, (i) we have reviewed the Registration Statement, the Company’s Indenture dated as of November 1, 1995 for Senior Debt Securities (the “Indenture”), and certain of the Company’s other corporate records, documents, instruments and proceedings taken in connection with the authorization and issuance of the Notes, and (ii) we have made such inquiries of officers of the Company and public officials and have considered such questions of law as we have deemed necessary for the purpose of rendering the opinion set forth herein.

We have assumed the genuineness of all signatures on and the authenticity of all items submitted to us as originals and the conformity to originals of all items submitted to us as copies. We also have relied, as to matters of fact, upon the accuracy of representations and certificates of the Company’s officers. We have also relied on the Company’s records and have assumed the accuracy and completeness thereof.

We have further assumed for purposes of the opinion set forth below that no stop orders relating to the Registration Statement have been issued by the Commission from the date of this opinion to the date of the issuance and sale of the Notes and that the Registration Statement complies with all applicable laws at the time the Notes are offered or issued as contemplated by the Registration Statement.

Based upon and subject to the foregoing, we are of the opinion that the Notes, when duly authenticated by the Trustee in accordance with the Indenture, and when issued and delivered against payment therefor in the manner contemplated in the Registration Statement, will be legal, valid and binding obligations of the Company.

We express no opinion as to matters governed by laws of any jurisdiction other than the laws of the State of Maryland and the federal laws of the United States of America, as in effect on the date hereof.

We hereby consent to the filing of this opinion as an exhibit to the Company’s filings with the Commission.


	Item 5. Other Events.
	Item 7. Exhibits and Financial Statements.
SIGNATURES
EXHIBIT INDEX
EX-1.02 First Amendment to Distribution Agreement
EX-5.01 Validity Opinion - Morrison & Foerster LLP

Table of Contents

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Table of Contents

Table of Contents


Re:		$500,000,000 Medium-Term Notes Due Nine Months or More From Date of Issue



		Very truly yours,

		/s/ Morrison & Foerster LLP

		Morrison & Foerster LLP