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, 1994 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 its 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 offices) (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 Actof 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 Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statementsincorporated 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 $700,000,000* as of March 24, 1995. 51,730,984 (Number of shares of common stock outstanding as of March 24, 1995) Part I and Part II incorporate certain information by reference from the registrant's 1994 Annual Report to Shareholders Part III incorporates certain information by reference from the definitive proxy statement to be filed with respect to the Annual Meeting of Shareholders to be held on May 2, 1995. * 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 assumption 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 Stock Exchange on March 24, 1995. 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 and operation of income-producing real estate, primarily apartment communities in the Southeast. The Trust is a fully integrated real estate company with acquisition, construction and management capabilities. The Trust acquires, upgrades and operates its properties with the goals of maximizing its funds from operations ("FFO") (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 by taking advantage of unique buying opportunities resulting from the real estate credit crisis. This has enabled the Trust to (i) acquire more stable apartment properties having high occupancy levels and not requiring substantial renovation, and (ii) enter into new markets including the Baltimore/Washington area, central and south Florida, and Nashville and Memphis, Tennessee. During 1994, the Trust also made acquisitions for the first time in Delaware and Alabama. The properties have been acquired generally at significant discounts from replacement cost and at current yields believed to be attractive. The sellers have included financially distressed real estate limited partnerships, the RTC, the FDIC, lenders who had foreclosed and insurance companies seeking to reduce their real estate exposure. During the three years prior to 1994, the Trust purchased 36 apartment communities with 9,237 units for approximately $250 million. In 1994, the Trust purchased 47 apartment communities with 11,433 units for approximately $404 million. This includes 26 apartment communities with 5,318 units acquired in a portfolio purchase for $171 million, including closing costs. One of the portfolio properties containing 65 units at a cost of $1.6 million was subsequently resold. As of March 28, 1995, the Trust's portfolio of income-producing real estate consisted of 138 properties including 121 apartment complexes, 13 shopping centers, and 4 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. The Trust manages its properties directly, rather than through outside property management firms. During 1994, the cost of internal property management of the Trust's apartment properties was approximately 3.5% 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. During 1994, the Trust sold one shopping center and as of March 28, 1995, the Trust was actively negotiating the sale of four shopping centers (Glen Lea, Hanover Village, Laburnum Park and Laburnum Square) in a single transaction. In addition, the Trust entered into separate and unrelated contracts to sell an industrial park, shopping center and vacant land at another shopping center for a total of $3.5 million. There is no assurance that these sales transactions will be consummated. Although no formal plans for divestiture have been made, the Trust plans to substantially liquidate its commercial properties as opportunities arise. A significant aspect of the Trust's investment strategy has been to concentrate its investments within the Southeast. The Trust currently owns properties in the seven coastal states from Delaware to Florida plus Tennessee and Alabama. This strategy of geographically focusing on one region, 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, Clearwater, Melbourne, Ft. Lauderdale/Miami, Florida; Baltimore, Maryland; Nashville and Memphis, Tennessee; Alabama; and Delaware. As of December 31, 1994, 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 (excludes Northern Virginia) Richmond 20 11% Hampton Roads (1) 7 4% Other 6 1% 33 16% North Carolina: Charlotte 12 8% Raleigh/Durham 9 9% Wilmington 4 3% Other 8 4% 33 24% South Carolina: Columbia 11 9% Greenville/Spartanburg 7 3% Other 4 3% 22 15% Florida: Tampa/Clearwater 7 6% Orlando 6 6% Miami/Fort Lauderdale 4 5% Other 4 4% 21 21% Tennessee: Nashville 3 2% Memphis 3 2% Other 1 1% 7 5% Georgia: Atlanta 5 5% Other 2 2% 7 7% Baltimore/Washington (includes Northern Virginia): 11 10% Alabama: 2 1% Delaware: 2 1% Total 138 100% (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, the Trust has sought to reduce its payout ratio (the ratio of distributions declared per share to FFO per share) from above 90% to approximately 75%. For 1994, the dividend payout ratio was 73% compared to 84% for 1993 and 94% for 1992. For 1994, the Trust's cash flow from operating activities exceeded cash distributions to shareholders by approximately $19.5 million. The Trust utilizes a variety of primarily external financing sources to fund new acquisitions, property renovations and expansions, major capital improvements and balloon debt payments. The Trust has frequently utilized its bank lines of credit to temporarily finance these expenditures and has subsequently replaced the short-term bank debt with longer term debt or equity. At the beginning of 1994, the Trust had approximately $5.8 million of cash and cash equivalents and $32.4 million of available and unused bank lines of credit. Since the beginning of the year, the Trust has added one bank to its bank lending group and expanded its bank lines of credit to $103.5 million, an increase of $42.5 million. On April 7, 1994, the Trust completed a $75 million public offering of 7 1/4% senior unsecured notes due April 1, 1999. The notes were priced at 99.833% to yield 7.29% to maturity. Net proceeds of the debt offering of $74.3 million were utilized to repay, in full, outstanding bank debt and to fund subsequent apartment acquisitions. Near the end of June, 1994, the Trust completed a public offering of 8,479,400 shares of its common stock at $14.25 per share. Net proceeds of the offering, after deducting underwriting commissions and direct offering costs, aggregated approximately $114.2 million, of which approximately $17.9 million was used to curtail then existing bank debt. The remaining net proceeds were temporarily invested in short-term money market investments and were subsequently used to purchase a portfolio of apartment communities on July 1, 1994. On September 27, 1994, the Trust completed a $150 million public offering of 8 1/2% Debentures due September 15, 2024. The Debentures include an investor put feature which grants the debentureholder a one time option to redeem debentures at the end of 10 years. The Debentures were priced at 99.689% to yield 8.55% to maturity. During the third quarter, the Trust executed two interest rate hedge transactions involving futures contracts which had the effect of reducing the interest rate on the debentures to 8.22% for ten years. These contracts were terminated at the time debentures were issued. Net proceeds from the sale of the Debentures aggregated approximately $148.4 million and were used to repay, in full, then existing bank debt of $115.3 million, and to purchase an apartment community on September 30, 1994. The remaining net proceeds were temporarily invested in short-term money market instruments. During 1994, the Trust completed nine new tax-exempt multi-family housing bond financings or assumed such bond financings in connection with certain acquisitions in the aggregate amount of approximately $71 million ($12 million of which was defeased pending refunding). These bonds have maturities ranging from 2007 to 2024, a weighted average interest rate of 7.03% and a weighted average life of 23 years. In addition, bonds totaling $3 million were refunded with new bonds totaling $3 million, with a final maturity in 2023, a weighted average interest rate of 6.48% and a weighted average life of 29 years. Because a portion of the funds raised through these financing transactions was used to retire or replace debt, the Trust utilized 27% equity and 73% debt during the year to fund its apartment acquisition and improvement program. These funds had an estimated first year cost to the Trust of 8.0%. 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 seven of the last nine years, its financial strength and credit standing have improved. The Trust's senior debt is currently rated BBB+ by Standard & Poor's and Baal by Moody's. As a result of its investment grade debt ratings, 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, 1995, 105 properties and phases of several other properties are unencumbered by mortgage debt. The unencumbered properties have a total cost of approximately $750 million. At December 31, 1994, the Trust had $70 million of revolving credit facilities with four commercial banks. These credit agreements currently expire in June, 1995 and 1996, but are renewable annually by mutual agreement between the Trust and each bank. Borrowings bear interest from LIBOR + 5/8% to the respective bank's prime rate, depending on the Trust's debt levels as defined in the respective agreements. At December 31, 1994, the Trust also had $33.5 million of additional available lines of credit with three commercial banks at rates at or below the respective bank's prime rate. The Trust will seek to further expand these credit arrangements during 1995. At December 31, 1994, the Trust had $14.15 million of borrowings outstanding under the revolving credit facilities and no borrowings outstanding under its lines of credit. At the end of 1994, the apartment portion of the Trust's portfolio included 120 complexes having a total of 29,282 units and constituting 92% of the Trust's real estate owned, at cost. During 1994, the Trust acquired 46 apartment complexes (net of one resold), having a total of 11,368 units, a 63.5% increase in the number of units owned. During 1994, 1993, and 1992, apartments provided approximately 93%, 89% and 85% respectively, of the Trust's rental income. The Trust's apartments consist primarily of upper middle to 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. As the Trust has expanded beyond Virginia and North Carolina, it has attempted to avoid markets where the exposure to reduced defense spending in believed to be high. The Trust has one property, Indian Hills in Anniston, Alabama, which caters to Fort McClellan which was included in the list of military base closings announced by the Defense Department in February, 1995. Management expects the Trust's apartment business to continue to be strong during the next two to three years. While vigorous single-family home buying due to low mortgage rates, lower required down payments and increased consumer confidence had a moderating effect on the Trust's occupancy levels during 1993, apartment markets in the Trust region in 1994 generally benefitted from the combination of three years of job growth which resulted in strong growth in the number of renter households and only modest apartment construction. Management believes that demand for apartments within the Southeast will remain strong because the Trust's apartment occupancy approached 95% at the beginning of 1995, it is anticipated that the Trust will benefit more from higher rent growth in 1995 and 1996 than from occupancy gains. The volume of new apartment construction (as measured by permits) has been historically low during the past three years both nationally and in the Southeast. Apartment construction is projected to remain at moderate levels in 1995, partly because there will be fewer tax credit units started and partly because of the higher cost of financing. 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 1995 and a steady job growth in the Southeast region, management expects steady rent growth for the properties currently owned by the Trust in 1995. The Trust has increased the number of apartments owned by 112% over the past two years not only because the outlook for apartment markets has been strong due to job growth and minimal apartment construction in the Southeast, but also because of several factors that have created an environment conducive to making attractive apartment acquisitions: - Distressed properties requiring rehabilitation and/or repositioning in the market have continued to be offered for sale due to financially weak owners and too much debt. Prior to the 1986 Tax Reform Act, many apartments were over-financed by syndication groups and limited partnerships 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 and/or limited partnership. - There has been a transfer of apartment ownership from individual investors to institutional owners, primarily apartment REIT's and pension funds which has created an adequate supply of both single property and apartment portfolios for sale. To avoid having to sell their property, some owners have considered taking their apartment portfolios public as new REIT's. However, an uncertain market for initial public offerings makes it difficult to pursue this alternative to selling. This uncertainty with initial public offering will continue to supply the market with acquisition opportunities. 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. Apartment acquisitions will continue to play an important role in the Trust's 1995 operation 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. It is widely believed by those who closely follow the industry that the next few years will be a period of consolidation for REITs. Until a few years ago, United Dominion was the only major publicly held REIT focusing almost exclusively on apartment investments. Since then a number of new multifamily REITs have been formed. According to the National Assocation of Real Estate Investment Trusts (NAREIT), there were 34 apartment REITs as of February 28, 1995. Many of these came to market at initial stock prices higher than their current stock price and/or with debt involving material refinancing risks. As a result, some of these REITs are in need of capital but are either unable to access the capital markets or the cost of accessing additional capital is too high. Under pressure from their institutional shareholders, these REITs may be forced to seek to be acquired by larger, better capitalized REITs with access to the capital markets, such as the Trust. If consolidation occurs (and management believes that it will) then the Trust expects to participate in the process as an acquirer of other apartment REITs when such transactions are accretive to FFO earnings and can enhance dividend growth and shareholder value. At December 31, 1994, commercial properties, primarily shopping centers, constituted the remaining 8% of the Trust's real estate owned at cost. During 1994, 1993, and 1992, commercial properties provided 7%, 11%, and 15%, 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 eighteen commercial properties was 83% in 1994, however, net operating income increased 3% as vacancies at larger spaces were offset during the year by the steady absorption of smaller tenant space at higher rents. 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 1995. 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, on March 1, 1991, the Trust adopted a property management plan for hazardous materials. As part of the plan, Phase I environmental site investigation and reports have been completed for each property owned by the Trust and not previously inspected. In addition, all proposed acquisitions are 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 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, 1994. See also Notes 1 and 2 to Financial Statements and Schedule III - 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 97% $11,415 $ -- Alafaya Woods/Orlando, FL 1994 296 20.0 90% 10,712 -- Alexander Glen/Charlotte, NC 1994 148 15.3 93% 7,195 5,532 Azalea/Richmond, VA 1984 156 11.7 93% 3,918 -- Bay Cove/Clearwater, FL 1992 336 22.0 93% 10,586 -- Bayberry Commons/Portsmouth, VA 1988 192 13.6 94% 4,978 -- Beechwood/Greensboro, NC 1993 208 21.0 97% 7,645 -- Braeland Commons/Columbia, MD 1992 172 8.7 99% 8,856 5,030 Bramblewood/Goldsboro, NC 1984 188 17.7 98% 4,427 705 Brantley Pines/Fort Myers, FL 1994 200 20.0 98% 6,807 -- Briar Club/Memphis, TN 1994 272 12.0 98% 8,282 -- Brynn Marr/Jacksonville, NC 1984 196 20.0 92% 5,204 -- Canterbury Woods/Charlotte, NC 1985 207 19.5 91% 7,071 -- Cedar Point/Raleigh, NC 1985 168 16.8 98% 7,361 -- Cinnamon Ridge/Raleigh, NC 1989 365 19.9 97% 8,244 7,000 Clear Run/Wilmington, NC 1994 228 13.2 97% 9,506 -- Cleary Court/Fort Lauderdale, FL 1994 192 10.3 87% 10,317 -- Colonial Villa/Columbia, SC 1992 296 23.0 94% 7,131 -- Colony of Stone Mountain/Atlanta, GA 1990 404 49.6 78% 11,445 -- Colony Village/New Bern, NC 1984 171 12.4 97% 4,304 -- Copperfield/Fort Lauderdale, FL 1994 352 23.4 90% 24,876 -- Country Walk/Columbia, SC 1991 208 17.4 89% 4,640 -- Courthouse Green/Richmond, VA 1984 266 21.2 96% 6,627 -- Courtney Square/Raleigh, NC 1993 200 23.0 99% 6,745 -- The Cove at Lake Lynn/Raleigh, NC 1992 225 27.5 98% 7,526 -- Covington Crossing/Memphis, TN 1994 231 15.4 89% 5,102 -- Craig Manor/Salem,VA 1987 108 5.5 95% 3,268 -- The Creek/Wilmington, NC 1992 198 10.0 98% 3,660 1,450 Crescent Square/Atlanta, GA 1989 360 29.6 93% 12,055 -- Crossroads/Columbia, SC 1994 622 36.0 88% 15,921 -- Dover Country Club/Dover, DE 1994 224 15.0 97% 8,433 -- Dover Village/Orlando, FL 1993 296 30.0 94% 10,803 -- Eastwind/Virginia Beach, VA 1988 200 10.8 97% 6,703 -- Eden Commons/Columbia, MD 1992 232 12.0 95% 12,144 8,575 Emerald Bay/Charlotte, NC 1990 250 23.9 95% 7,283 -- English Hills/Richmond, VA 1991 576 39.7 92% 16,069 -- Excalibur/Charlotte, NC 1994 240 17.8 95% 9,785 -- Forest Hills/Wilmington, NC 1992 279 24.0 99% 6,979 3,200 Forestbrook/Columbia, SC 1993 180 12.0 94% 4,342 5,000 Foxcroft/Tampa, FL 1993 192 8.7 90% 5,243 -- Gable Hill/Columbia, SC 1989 180 11.1 96% 6,820 -- Gatewater Landing/Glen Burnie, MD 1992 264 13.0 90% 8,615 -- Grand Oaks/Charlotte, NC 1984 243 14.9 93% 7,100 -- Great Oaks/Baltimore, MD 1994 300 21.3 96% 12,064 -- Greentree Place/Jacksonville, FL 1994 352 20.9 94% 13,044 -- Griffin Crossing/Atlanta, GA 1994 272 20.1 93% 9,175 -- Hampton Court/Alexandria, VA 1993 308 13.1 96% 12,501 -- Hampton Forest/Greenville, SC 1994 130 9.4 94% 3,071 -- Hampton Greene/Columbia, SC 1994 304 21.7 98% 11,548 8,072 Harbour Town/Nashville, TN 1993 185 16.5 96% 4,358 -- Harris Pond/Charlotte, NC 1994 170 14.0 96% 7,627 5,188 Heather Lake/Hampton, VA 1980 252 19.7 98% 6,004 -- Heatherwood/Greenville, SC 1993 152 13.0 94% 4,120 -- Heritage Trace/Newport News, VA 1989 200 10.2 97% 4,734 3,900 The Highlands/Charlotte, NC 1984 176 17.2 96% 4,717 -- Holly Tree Park/Waldorf, MD 1994 144 11.0 93% 6,715 -- Hunters Trace/Memphis, TN 1994 192 11.7 98% 7,702 5,970 Hunting Ridge/Greenville, SC 1994 152 9.0 92% 1,463 -- Huntingwood/Lynchburg, VA 1994 114 22.0 93% 3,278 -- Indian Hills/Anniston, AL 1994 140 10.4 96% 3,939 -- Key Pines/Spartanburg, SC 1992 241 20.0 96% 5,274 -- Knolls at Newgate/Fairfax, VA 1994 144 8.4 92% 5,368 -- The Lakes/Nashville, TN 1993 256 44.0 93% 7,833 -- Lake Washington Downs/Melbourne, FL 1993 312 39.3 94% 6,875 -- Lakeside North/Orlando, FL 1994 360 18.0 91% 12,921 12,440 Lakewood Place/Tampa, FL 1994 346 36.2 96% 12,436 -- The Landing/Greenville, SC 1994 224 24.0 92% 6,367 -- Laurel Ridge/Roanoke, VA 1988 216 14.7 98% 4,034 3,000 Laurel Village/Richmond, VA 1991 159 16.3 94% 4,300 -- The Ledges/Winston-Salem, NC 1986 239 15.0 84% 6,636 -- Liberty Crossing/Jacksonville, NC 1990 286 21.0 96% 6,099 1,630 Mallard Green/Charlotte, NC 1994 76 9.5 93% 3,108 -- Marina Park/Miami, FL 1994 88 1.5 90% 3,200 -- Meadow Run/Richmond, VA 1984 204 23.2 96% 5,193 -- Meadowdale Lakes/Richmond, VA 1984 516 55.9 96% 11,046 1,156 Mediterranean Village/Miami, FL 1994 252 8.6 85% 14,049 -- The Melrose/Dumfries, VA 1985 370 24.7 96% 8,202 5,312 Mill Creek/Atlanta, GA 1988 224 16.7 93% 7,846 -- Mill Creek/Wilmington, NC 1991 184 17.8 99% 5,878 -- Northview/Salem, VA 1978 132 6.2 98% 1,937 -- Olde West Village/Richmond, VA 1984/91 502 42.2 91% 15,657 3,929 Orange Orlando, Orlando, FL 1993 165 13.7 94% 4,335 -- Overlook/Greenville, SC 1994 237 12.0 88% 6,021 -- Item 2. Properties (continued) December 31, 1994 NO. OF UNITS LAND HISTORICAL YEAR OR SQUARE AREA IN COST ENCUMBRANCE ACQUIRED FOOTAGE ACRES OCCUPANCY ($000's) ($000's) APARTMENTS (CONTINUED): Palm Grove/Tampa, FL 1994 244 13.5 90% 6,116 -- The Park/Columbia, SC 1994 292 13.6 91% 6,613 -- Park Green/Raleigh, NC 1991 200 11.1 100% 5,615 -- Parkwood Court/Alexandria, VA 1993 189 5.5 93% 7,117 6,200 Patriot Place/Florence, SC 1985 168 9.1 99% 6,297 2,200 Peppertree/Charlotte, NC 1993 292 15.0 95% 9,366 -- Pinebrook/Clearwater, FL 1993 209 17.3 93% 5,618 -- Plum Chase/Columbia, SC 1991 300 22.2 92% 8,300 7,000 Regatta Shores/Orlando, FL 1994 256 12.8 81% 7,443 -- River Place/Macon, GA 1994 240 20.0 88% 8,926 -- River Road/Ettrick, VA 1981 128 17.0 99% 2,673 -- Riverwind/Spartanburg, SC 1993 194 20.8 95% 7,398 -- Rollingwood/Richmond, VA 1984 278 22.2 92% 7,662 2,567 Royal Oaks/Savannah, GA 1994 228 15.0 88% 11,354 6,472 Santa Barbara Landing/Naples, FL 1994 248 41.6 87% 9,205 5,080 The Shire/Raleigh, NC 1994 302 36.6 97% 14,017 -- Somerset/Charleston, SC 1994 240 17.2 77% 4,155 -- St. Andrews/Columbia, SC 1994 232 16.9 94% 7,875 -- St. Andrews Commons/Columbia, SC 1993 336 25.0 97% 11,163 -- Spring Forest/Raleigh, NC 1991 404 42.4 97% 11,455 -- Stanford Village/Atlanta, GA 1989 135 13.6 98% 4,180 -- Summit-On-Park/Charlotte, NC 1984 80 2.8 90% 2,119 -- Summit West/Tampa, FL 1992 264 25.0 98% 7,963 -- Three Fountains/Montgomery, AL 1994 242 16.0 89% 8,910 -- Timbercreek/Richmond, VA 1983 160 14.7 92% 3,496 -- Towne Square/Hopewell, VA 1985 76 3.4 98% 1,783 1,246 Twin Coves/Baltimore, MD 1994 132 9.0 94% 3,850 3,790 Twin Rivers/Hopewell, VA 1982 149 10.0 96% 2,155 -- Village at Old Tampa Bay/Oldsmar, FL 1993 408 55.0 83% 13,026 -- Vinyards/Orlando, FL 1994 400 34.1 70% 13,425 11,250 Walnut Creek/Raleigh, NC 1994 576 82.6 99% 25,141 -- Waterford/Columbia, SC 1994 268 16.8 95% 7,927 -- West Knoll/Newark, DE 1994 100 3.9 95% 3,995 -- Windsor Harbor/Charlotte, NC 1989 200 25.7 90% 6,265 -- Woodland Hollow/Charlotte, NC 1986 252 17.7 88% 7,519 3,300 Woodscape/Newport News, VA 1987 296 21.2 96% 9,730 -- Woodside/Baltimore, MD 1994 366 28.0 93% 12,088 13,790 SHOPPING CENTERS Circle/Richmond, VA 1973 203,000 17.2 82% 4,210 -- Cumberland Square/Dunn, NC 1986 115,000 17.9 39%(1) 2,263 -- Deerfield Plaza/Myrtle Beach, SC 1984 84,000 9.5 97% 3,668 -- Glen Lea/Richmond, VA 1983 79,000 9.3 100% 3,797 2,438 Gloucester Exchange/Gloucester, VA 1987 104,000 14.2 49%(2) 3,371 -- Hanover Village/Richmond, VA 1986 97,000 27.7 100% 7,393 -- Kroger Sav-On/Waynesboro, VA 1980 49,000 3.9 96% 1,748 -- Laburnum Park/Richmond, VA 1990 71,000 9.3 89% 6,857 -- Laburnum Square/Richmond, VA 1981 99,000 12.3 97% 4,957 1,599 Meadowdale/Richmond, VA 1984 172,000 19.6 97% 6,073 886 Rose Manor/Smithfield, NC 1986 110,000 15.1 67%(3) 1,390 -- The Village/Durham, NC 1986 212,000 21.6 85% 8,250 -- Village Square/Myrtle Beach, SC 1988 182,000 16.8 86% 11,209 -- Willow Oaks/Hampton, VA 1984 188,000 25.3 78% 9,051 3,540 OFFICE AND INDUSTRIAL BUILDINGS Franklin St./Richmond, VA 1986 7,000 0.1 100% 426 -- Meadowdale Offices/Richmond, VA 1984 11,000 4.8 64%(4) 990 -- Statesman Park/Roanoke, VA 1975 60,000 5.2 67%(5) 749 -- Tri-County Buildings/Bristol, TN 1981 143,000 12.7 100% 2,439 -- (1) Two anchor tenants occupying more than 60,000 square feet at this center filed for bankruptcy in 1993. Subsequently, 56,000 square feet has been leased. (2) An achor tenant occupying more than 53,000 square feet at this center filed for bankruptcy in 1993. (3) An anchor tenant occupying more than 34,800 square feet vacated in May 1992. This property was sold in February 1995. (4) The Trust has experienced vacancies at this property over the past several years and has not leased the vacant space. (5) Building was vacated by anchor tenant on 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, 1994. Executive Officers of the Registrant 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 50 President and Chief 1974 Executive Officer James Dolphin 45 Senior Vice President 1979 and Chief Financial Officer Barry M. Kornblau 45 Senior Vice President and 1991 Director of Apartment Operations Richard B. Chess 41 Vice President and Director 1987 of Acquisitions Richard A. Giannotti 39 Vice President and Director 1985 of Construction Katheryn E. Surface 36 Vice President, Corporate Secretary 1992 and General Counsel Jerry A. Davis 32 Vice President and Corporate Controller 1989 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, 1994. 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, a Director, 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. Mr. Chess 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. Mr. Giannotti 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. Ms. Surface joined the Trust in 1992 as Assistant Vice President and Legal Counsel and in 1994 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. Mr. Davis joined the Trust in March, 1989 as Controller and was subsequently elected Assistant Secretary. In 1991 he was elected Vice President. 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. 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 1994 Annual Report to Shareholders. 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 21 of the Trust's 1994 Annual Report to Shareholders. 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 22 through 24 of the Trust's 1994 Annual Report to Shareholders, exclusive of graphs and related captions appearing therein. Item 8. Financial statements and supplementary data The Trust's consolidated financial statements at December 31, 1994 and 1993 and for each of the three years in the period ended December 31, 1994, and the independent auditor's report thereon and the Trust's unaudited quarterly financial data for the two-year period ended December 31, 1994 are incorporated herein by reference from pages 25 through 36 of the Trust's 1994 Annual Report to Shareholders. 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 2, 1995. Information required by this item regarding the executive officers of the Trust is included in Part I of this Form 10-K in the section entitled "Executive Officers of the Registrant". 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 2, 1995. 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 2, 1995. 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 2, 1995. 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 Annual Report to Form Shareholders 10-K 1. Financial Statements: Report of Ernst & Young LLP, Independent Auditors 25 Consolidated Balance Sheets at December 31, 1994 and 1993 26 Consolidated Statements of Operations for each of the three years in the period ended December 31, 1994 27 Consolidated Statements of Shareholders' Equity for each of the three years in the period ended December 31, 1994 29 Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 1994 28 Notes to financial statements 30 through 36 Supplementary information - Quarterly financial data (unaudited) 36 2. Financial Statement Schedules Schedule II - Valuation and Qualifying Accounts 22 Schedule III - Summary of Real Estate Owned 23 - 25 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. See pages 18 - 20. (b) Reports on Form 8-K (i) A Form 8-K dated October 14, 1994 was filed with the Securities and Exchange Commission on October 31, 1994 and amended by a Form 8-K/A dated December 29, 1994. The filing reported the acquisition of certain properties which in the aggregate were deemed to be significant. The financial statements filed as a part of this report are statements of rental operations of Copperfield Apartments, Mediterranean Village Apartments, Briar Club Apartments, Covington Crossing Apartments and Hunters Trace 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 Trust's Form 8-A of Incorporation 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 Exhibit 4(i) to the Trust's Annual Report Certificate on Form 10-K for the year ended December 31, 1993 4(ii)(a) Loan Agreement dated as of Exhibit 6(c)(l) to the Trust's Form 8-A November 7, 1991, between the Registration Statement Trust and Aid Association for Lutherans 4(ii)(b) Loan Agreement dated as of Exhibit 6(c)(2) to the Trust's Form 8-A November 14, 1991, between the Registration Statement Trust and Signet Bank/Virginia 4(ii)(c) Note Purchase Agreement dated Exhibit 6(c)(3) to the Trust's Form 8-A as February 19, 1992, between Registration Statement the Trust and Principal Mutual Life Insurance Company 4(ii)(e) Note Purchase Agreement dated Exhibit 6(c)(5) to the Trust's Form 8-A as of January 15, 1993, between Registration Statement the Trust and CIGNA Property 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 4(ii)(f)(1) Indenture dated as of April 1, 1994, Exhibit 4(ii)(f)(1) to the Trust's between the Trust and NationsBank Quarterly Report on Form 10-Q for of Virginia, N.A., as Trustee the quarter ended March 31, 1994 4(ii)(f)(2) Resolution of the Board of Directors Exhibit 4(ii)(f)(2) to the Trust's of the Trust establishing terms of Quarterly Report on Form 10-Q for 7 1/4% Notes due April 1, 1999 the quarter ended March 31, 1994 4(ii)(f)(3) Form of 7 1/4% Notes due Exhibit 4(ii)(f)(3) to the Trust's April 1, 1999 Quarterly Report on Form 10-Q for the quarter ended March 31, 1994 4(ii)(f)(4) Resolution of the Board of Exhibit 4 (ii)(f)(4) to the Trust's the Trust establishing terms of Quarterly Report on Form 10-Q for the 8 1/2% Debentures due September the quarter ended September 30, 1994 15, 2024 4(ii)(f)(5) Form of 8 1/2% Debentures Exhibit 4 (ii)(f)(5) to the Trust's due September 15, 2024 Quarterly Report on Form 10-Q for the quarter ended September 30, 1994 4(ii)(g) Credit Agreement dated as of Exhibit 6 (c)(6) to the Trust's December 15, 1994 between the Form 8-A Registration Statement Trust and First Union National Bank of Virginia 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 Form 10-K for the Trust and John P. McCann the year ended December 31, 1982. dated October 29, 1982 10(ii) Employment Agreement between Exhibit 10(v)(ii) to Form 10-K for the Trust and James Dolphin, the year ended December 31, 1982. dated October 29, 1982. 10(iii) Employment Agreement between Exhibit 10(iii) to Form 10-K for the year The Trust and Barry M. Kornblau, December 31, 1990. dated January 1, 1991. 10(iv) 1985 Stock Option Plan, Exhibit B to the Trust's definitive proxy as amended statement dated April 13, 1992. 10(v) 1991 Stock Purchase and Loan Exhibit 10(v) to Form 10-K for the year Plan ended December 31, 1991. 13 Proofs of those pages of the 1994 Exhibit 13 to this Form 10-K Annual Report to Shareholders included herein that includes information incorporated by reference into this Form 10-K 21 The Trust has the following subsidiaries, all of which are wholly owned: The Commons of Columbia, a Maryland corporation UDRT of North Carolina, L.L.C., a North Carolina limited liability company UDRT of Alabama, Inc., an Alabama corporation 23 Consent of Independent Page 44 Auditors ITEM 14(a)(1) and (2), (c) and (d) FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES CERTAIN EXHIBITS FINANCIAL STATEMENT SCHEDULES YEAR ENDED DECEMBER 31, 1994 UNITED DOMINION REALTY TRUST, INC. RICHMOND, VIRGINIA Schedule II UNITED DOMINION REALTY TRUST, INC. VALUATION AND QUALIFYING ACCOUNTS For the years ended December 31, 1994 and 1993 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, 1994: Allowance for possible investment $1,564,000 - - - - - - $1,564,000 (1) Year ended December 31, 1993: Allowance for possible investment $1,564,000 - - - - - - $1,564,000 (1) (1) The balance is netted against the cost of real estate owned on the balance sheet SCHEDULE III. Summary of Real Estate Owned Cost of Improvements Capitalized Gross Amount at Which Initial Cost to Trust Subsequent to Carried at Close of Period Land and Buildings Acquisition Land and Buildings Land and (Net of Land and Encumbrances Improvements Improvements Disposals) Improvements Improvements Apartments: 2131 Apartments/Nashville, TN $ -- $ 869,860 $ 9,155,185 $ 1,390,014 $ 1,014,095 $ 10,400,964 Alafaya Woods/Orlando, FL -- 1,653,000 9,042,256 16,478 1,653,000 9,058,734 Alexander Glen/Charlotte, NC 5,531,960 698,860 6,488,061 7,625 698,860 6,495,686 Azalea/Richmond, VA -- 272,522 2,721,686 924,076 399,136 3,519,148 Bay Cove/Clearwater, FL -- 2,928,847 6,578,257 1,079,187 3,087,150 7,499,141 Bayberry Commons/Portsmouth, VA -- 516,800 3,485,645 975,281 692,456 4,285,270 Beechwood/Greensboro, NC -- 1,409,377 6,086,677 148,993 1,499,630 6,145,417 Braeland Commons/Columbia, MD 5,030,000 1,564,942 7,006,574 284,927 1,611,272 7,245,171 Bramblewood/Goldsboro, NC 705,117 401,538 3,150,912 874,940 495,695 3,931,695 Brantley Pines/Fort Myers, FL -- 841,400 5,914,766 50,670 849,500 5,957,336 Briar Club/Memphis, TN -- 1,214,400 6,928,959 138,966 1,214,400 7,067,925 Brynn Marr/Jacksonville, NC -- 432,974 3,821,508 949,440 524,988 4,678,934 Canterbury Woods/Charlotte, NC -- 409,675 5,011,435 1,649,712 542,788 6,528,034 Cedar Point/Raleigh, NC -- 75,400 4,514,435 2,770,827 228,439 7,132,223 Cinnamon Ridge/Raleigh, NC 7,000,000 967,230 3,337,197 3,939,471 1,262,601 6,981,297 Clear Run/Wilmington, NC -- 874,830 8,586,978 43,867 884,888 8,620,787 Cleary Court/Fort Lauderdale, FL -- 2,399,848 7,913,450 4,000 2,399,848 7,917,450 Colonial Villa/Columbia, SC -- 1,014,181 5,100,269 1,016,219 1,362,684 5,767,985 Colony of Stone Mountain/Atlanta, GA -- 3,160,000 5,641,646 2,643,059 3,865,093 7,579,612 Colony Village/New Bern, NC -- 346,330 3,036,956 920,967 456,362 3,847,891 Copperfield/Fort Lauderdale, FL -- 4,424,128 20,428,969 23,196 4,431,528 20,444,765 Country Walk/Columbia, SC -- 422,112 3,133,623 1,084,567 629,483 4,010,819 Courthouse Green/Richmond, VA -- 732,050 4,702,353 1,192,507 911,317 5,715,593 Courtney Square/Raleigh, NC -- 1,114,600 5,119,259 511,506 1,207,588 5,537,777 The Cove at Lake Lynn/Raleigh, NC -- 1,723,363 5,303,760 498,564 1,850,093 5,675,594 Covington Crossing/Memphis, TN -- 1,296,240 3,792,590 13,185 1,296,240 3,805,775 Craig Manor/Salem,VA -- 282,200 2,419,570 565,977 342,063 2,925,684 The Creek/Wilmington, NC 1,450,000 417,500 2,506,206 735,981 456,598 3,203,089 Crescent Square/Atlanta, GA -- 1,057,000 6,865,036 4,132,899 1,329,602 10,725,333 Crossroads/Columbia, SC -- 2,074,800 13,710,803 135,221 2,080,800 13,840,024 Dover Country Club/Dover, DE -- 2,007,878 6,347,331 77,633 2,007,878 6,424,964 Dover Village/Orlando, FL -- 2,894,702 6,456,100 1,452,031 3,088,821 7,714,012 Eastwind/Virginia Beach, VA -- 155,000 5,316,738 1,231,435 291,688 6,411,485 Eden Commons/Columbia, MD 8,575,000 2,361,167 9,384,170 398,201 2,420,231 9,723,308 Emerald Bay/Charlotte, NC -- 626,070 4,722,862 1,934,195 1,122,575 6,160,552 English Hills/Richmond, VA -- 1,979,174 11,524,313 2,565,125 2,423,754 13,644,858 Excalibur/Charlotte, NC -- 1,115,261 8,629,877 39,781 1,115,261 8,669,658 Forest Hills/Wilmington, NC 3,200,000 1,028,000 5,420,478 530,550 1,134,232 5,844,796 Forestbrook/Columbia, SC 5,000,000 395,516 2,902,040 1,044,460 530,969 3,811,047 Foxcroft/Tampa, FL -- 749,400 3,927,644 566,442 912,892 4,330,594 Gable Hill/Columbia, SC -- 824,847 5,307,194 687,970 1,044,829 5,775,182 Gatewater Landing/Glen Burnie, MD -- 2,078,422 6,084,526 452,082 2,096,203 6,518,827 Grand Oaks/Charlotte, NC -- 446,075 4,463,344 2,190,620 788,490 6,311,549 Great Oaks/Baltimore, MD -- 2,919,481 9,075,956 68,191 2,922,981 9,140,647 Greentree Place/Jacksonville, FL -- 1,634,330 11,226,990 182,805 1,659,506 11,384,619 Griffin Crossing/Atlanta, GA -- 1,509,633 7,544,018 121,333 1,520,505 7,654,479 Hampton Court/Alexandria, VA -- 7,388,420 4,811,937 301,052 7,501,319 5,000,090 Hampton Forest/Greenville, SC -- 454,140 2,578,103 38,522 463,455 2,607,310 Hamtpon Greene/Columbia, SC 8,071,850 1,363,046 10,118,453 66,183 1,370,413 10,177,269 Harbour Town/Nashville, TN -- 572,567 3,522,092 262,983 679,784 3,677,858 Harris Pond/Charlotte, NC 5,188,360 886,788 6,714,647 25,498 886,788 6,740,145 Heather Lake/Hampton, VA -- 616,800 3,400,672 1,986,142 781,743 5,221,871 Heatherwood/Greenville, SC -- 354,566 3,234,105 531,278 425,922 3,694,027 Heritage Trace/Newport News, VA 3,900,000 880,000 2,312,285 1,541,227 1,149,766 3,583,746 The Highlands/Charlotte, NC -- 321,400 2,830,346 1,565,087 523,268 4,193,565 Holly Tree Park/Waldorf, MD -- 1,576,366 5,095,323 43,430 1,578,731 5,136,388 Hunters Trace/Memphis, TN 5,970,000 888,440 6,676,552 136,608 888,440 6,813,160 Hunting Ridge/Greenville, SC -- 449,500 984,882 28,264 455,225 1,007,421 Huntingwood/Lynchburg, VA -- 723,650 2,527,535 26,653 723,650 2,554,188 Indian Hills/Anniston, AL -- 338,335 3,575,585 24,851 338,335 3,600,436 Depreciable Life of Total Accumulated Date of Date Building (a) Depreciation Construction Acquired Component Apartments: 2131 Apartments/Nashville, TN $ 11,415,059 $ 671,297 1972 12/16/92 35 yrs. Alafaya Woods/Orlando, FL 10,711,734 41,599 1988/90 10/21/94 35 yrs. Alexander Glen/Charlotte, NC 7,194,546 83,051 1989 08/16/94 35 yrs. Azalea/Richmond, VA 3,918,284 1,486,349 1967 12/31/84 35 yrs. Bay Cove/Clearwater, FL 10,586,291 576,571 1972 12/16/92 35 yrs. Bayberry Commons/Portsmouth, VA 4,977,726 1,398,448 1973/74 04/07/88 35 yrs. Beechwood/Greensboro, NC 7,645,047 246,260 1985 12/22/93 35 yrs. Braeland Commons/Columbia, MD 8,856,443 537,256 1983 12/29/92 35 yrs. Bramblewood/Goldsboro, NC 4,427,390 1,595,052 1980/82 12/31/84 35 yrs. Brantley Pines/Fort Myers, FL 6,806,836 84,668 1986 08/11/94 35 yrs. Briar Club/Memphis, TN 8,282,325 53,875 1987 10/14/94 35 yrs. Brynn Marr/Jacksonville, NC 5,203,922 1,904,231 1973/77 12/31/84 35 yrs. Canterbury Woods/Charlotte, NC 7,070,822 2,378,140 1968/70 12/18/85 35 yrs. Cedar Point/Raleigh, NC 7,360,662 3,119,137 1972 12/18/85 35 yrs. Cinnamon Ridge/Raleigh, NC 8,243,898 2,214,030 1968/70 12/01/89 35 yrs. Clear Run/Wilmington, NC 9,505,675 130,814 1987/89 07/22/94 35 yrs. Cleary Court/Fort Lauderdale, FL 10,317,298 22,342 1984/85 11/30/94 35 yrs. Colonial Villa/Columbia, SC 7,130,669 514,082 1974 09/16/92 35 yrs. Colony of Stone Mountain/Atlanta, GA 11,444,705 2,047,984 1970/72 06/12/90 35 yrs. Colony Village/New Bern, NC 4,304,253 1,650,050 1972/74 12/31/84 35 yrs. Copperfield/Fort Lauderdale, FL 24,876,293 170,489 1991 09/21/94 35 yrs. Country Walk/Columbia, SC 4,640,302 636,082 1974 12/19/91 35 yrs. Courthouse Green/Richmond, VA 6,626,910 2,332,971 1974/78 12/31/84 35 yrs. Courtney Square/Raleigh, NC 6,745,365 307,361 1979/81 07/08/93 35 yrs. The Cove at Lake Lynn/Raleigh, NC 7,525,687 536,304 1986 12/01/92 35 yrs. Covington Crossing/Memphis, TN 5,102,015 32,910 1974 10/14/94 35 yrs. Craig Manor/Salem,VA 3,267,747 884,870 1975 11/06/87 35 yrs. The Creek/Wilmington, NC 3,659,687 360,160 1973 06/30/92 35 yrs. Crescent Square/Atlanta, GA 12,054,935 2,754,988 1970 03/22/89 35 yrs. Crossroads/Columbia, SC 15,920,824 255,043 1977/84 07/01/94 35 yrs. Dover Country Club/Dover, DE 8,432,842 110,649 1970 07/01/94 35 yrs. Dover Village/Orlando, FL 10,802,833 533,974 1981 03/31/93 35 yrs. Eastwind/Virginia Beach, VA 6,703,173 1,933,914 1970 04/04/88 35 yrs. Eden Commons/Columbia, MD 12,143,539 736,379 1984 12/29/92 35 yrs. Emerald Bay/Charlotte, NC 7,283,127 1,643,744 1972 02/06/90 35 yrs. English Hills/Richmond, VA 16,068,612 1,952,962 1969/76 12/06/91 35 yrs. Excalibur/Charlotte, NC 9,784,919 151,877 1987 07/01/94 35 yrs. Forest Hills/Wilmington, NC 6,979,028 563,101 1964/69 06/30/92 35 yrs. Forestbrook/Columbia, SC 4,342,016 235,756 1974 07/01/93 35 yrs. Foxcroft/Tampa, FL 5,243,486 337,216 1972 01/28/93 35 yrs. Gable Hill/Columbia, SC 6,820,011 1,262,300 1985 12/04/89 35 yrs. Gatewater Landing/Glen Burnie, MD 8,615,030 507,231 1970 12/16/92 35 yrs. Grand Oaks/Charlotte, NC 7,100,039 2,813,353 1966/67 05/01/84 35 yrs. Great Oaks/Baltimore, MD 12,063,628 165,850 1974 07/01/94 35 yrs. Greentree Place/Jacksonville, FL 13,044,125 148,366 1986 07/22/94 35 yrs. Griffin Crossing/Griffin, GA 9,174,984 173,724 1987/89 06/08/94 35 yrs. Hampton Court/Alexandria, VA 12,501,409 396,786 1967 02/19/93 35 yrs. Hampton Forest/Greenville, SC 3,070,765 37,815 1968 08/16/94 35 yrs. Hamtpon Greene/Columbia, SC 11,547,682 129,506 1990 08/19/94 35 yrs. Harbour Town/Nashville, TN 4,357,642 159,745 1974 12/10/93 35 yrs. Harris Pond/Charlotte, NC 7,626,933 116,368 1987 07/01/94 35 yrs. Heather Lake/Hampton, VA 6,003,614 3,043,689 1972/74 03/01/80 35 yrs. Heatherwood/Greenville, SC 4,119,949 187,521 1978 09/30/93 35 yrs. Heritage Trace/Newport News, VA 4,733,512 1,262,942 1973 06/30/89 35 yrs. The Highlands/Charlotte, NC 4,716,833 2,117,018 1970 01/17/84 35 yrs. Holly Tree Park/Waldorf, MD 6,715,119 90,344 1973 07/01/94 35 yrs. Hunters Trace/Memphis, TN 7,701,600 49,206 1986 10/14/94 35 yrs. Hunting Ridge/Greenville, SC 1,462,646 11,509 1972 11/01/94 35 yrs. Huntingwood/Lynchburg, VA 3,277,838 50,925 1976 07/01/94 35 yrs. Indian Hills/Anniston, AL 3,938,771 66,110 1975 07/01/94 35 yrs. SCHEDULE III. Summary of Real Estate Owned (continued) Cost of Improvements Capitalized Gross Amount at Which Initial Cost to Subsequent to Carried at Close of Period Land and Buildings Acquisition Land and Buildings Land and (Net of Land and Encumbrances Improvements Improvements Disposals) Improvements Improvements Apartments (continued): Key Pines/Spartanburg, SC $ -- $ 601,693 $ 3,773,304 $ 898,673 $ 693,916 $ 4,579,754 Knolls at Newgate/Fairfax, VA -- 1,725,725 3,518,741 123,595 1,732,925 3,635,136 The Lakes/Nashville, TN -- 1,285,657 5,980,197 566,860 1,405,520 6,427,194 Lake Washington Downs/Melbourne, FL -- 1,434,450 4,940,166 500,784 1,566,481 5,308,919 Lakeside North/Orlando, FL 12,440,000 1,532,700 11,076,062 311,983 1,572,018 11,348,727 Lakewood Place/Tampa, FL -- 1,395,051 10,647,377 394,003 1,492,758 10,943,673 The Landing/Greenville, SC -- 685,000 5,622,454 59,471 694,150 5,672,775 Laurel Ridge/Roanoke, VA 3,000,000 445,400 2,531,357 1,057,196 648,390 3,385,563 Laurel Village/Richmond, VA -- 694,281 3,119,716 485,597 775,036 3,524,558 The Ledges/Winston-Salem, NC -- 492,283 1,561,947 4,582,132 1,108,507 5,527,855 Liberty Crossing/Jacksonville, NC 1,629,756 840,000 3,873,139 1,385,454 1,096,050 5,002,543 Mallard Green/Charlotte, NC -- 329,300 2,766,436 11,802 329,300 2,778,238 Marina Park/Miami, FL -- 536,850 2,652,851 10,363 536,850 2,663,214 Meadow Run/Richmond, VA -- 636,059 3,423,884 1,132,774 834,395 4,358,322 Meadowdale Lakes/Richmond, VA 1,156,344 1,581,671 6,717,237 2,746,836 2,149,959 8,895,785 Mediterranean Village/Miami, FL -- 2,064,788 11,939,113 44,929 2,064,788 11,984,042 The Melrose/Dumfries, VA 5,312,182 662,000 3,705,404 3,837,259 1,329,494 6,875,169 Mill Creek/Atlanta, GA -- 529,800 3,996,252 3,320,029 859,815 6,986,266 Mill Creek/Wilmington, NC -- 597,248 4,618,561 662,414 786,992 5,091,230 Northview/Salem, VA -- 171,600 1,238,501 527,153 216,569 1,720,685 Olde West Village/Richmond, VA 3,929,235 1,965,097 12,203,965 1,487,873 2,207,941 13,448,994 Orange Orlando/Orlando, FL -- 1,233,151 2,177,417 924,631 1,378,548 2,956,651 Overlook/Greenville, SC -- 824,600 5,079,443 116,596 824,600 5,196,039 Palm Grove/Tampa, FL -- 616,121 5,268,814 231,261 632,368 5,483,828 The Park/Columbia, SC -- 1,004,072 5,535,334 73,987 1,006,222 5,607,171 Park Green/Raleigh, NC -- 500,000 4,321,872 792,992 549,179 5,065,685 Parkwood Court/Alexandria, VA 6,200,000 2,482,633 3,813,116 821,275 2,549,023 4,568,001 Patriot Place/Florence, SC 2,200,000 212,500 1,600,757 4,483,623 1,346,426 4,950,454 Peppertree/Charlotte, NC -- 1,546,267 7,699,221 120,859 1,554,703 7,811,644 Pinebrook/Clearwater,FL -- 1,780,375 2,458,172 1,379,741 1,827,406 3,790,882 Plum Chase/Columbia, SC 7,000,000 802,750 3,149,607 4,347,490 1,073,973 7,225,874 Regatta Shores/Orlando, FL -- 757,008 6,607,367 78,960 781,131 6,662,204 River Place/Macon, GA -- 1,097,280 7,492,385 336,592 1,296,457 7,629,800 River Road/Ettrick, VA -- 229,699 1,648,394 795,375 314,957 2,358,511 Riverwind/Spartanburg, SC -- 802,484 6,386,212 209,119 860,836 6,536,979 Rollingwood/Richmond, VA 2,567,049 777,971 5,058,707 1,825,382 1,048,247 6,613,813 Royal Oaks/Savannah, GA 6,471,555 533,100 10,777,978 43,392 533,100 10,821,370 Santa Barbara Landing/Naples, FL 5,080,343 1,134,120 8,019,814 50,677 1,134,120 8,070,491 The Shire/Raleigh, NC -- 1,791,215 11,968,852 257,117 1,824,386 12,192,798 Somerset/Charleston, SC -- 485,160 3,573,792 96,480 487,237 3,668,195 St. Andrews/Columbia, SC -- 976,192 6,866,147 32,828 976,192 6,898,975 St. Andrews Commons/Columbia, SC -- 1,428,826 9,371,378 362,531 1,541,570 9,621,165 Spring Forest/Raleigh, NC -- 1,257,500 8,586,255 1,610,801 1,383,586 10,070,970 Stanford Village/Atlanta, GA -- 884,500 2,807,839 487,665 1,015,078 3,164,926 Summit-on-Park/Charlotte, NC -- 147,000 1,021,602 949,998 240,032 1,878,568 Summit West/Tampa, FL -- 2,176,500 4,709,970 1,076,468 2,348,038 5,614,900 Three Fountains/Montgomery, AL -- 1,075,009 7,753,156 81,668 1,083,009 7,826,824 Timbercreek/Richmond, VA -- 379,000 2,030,525 1,086,682 516,962 2,979,245 Towne Square/Hopewell, VA 1,246,058 109,500 909,897 763,152 325,585 1,456,964 Twin Coves/Baltimore, MD 3,790,000 912,771 2,893,861 43,740 922,921 2,927,451 Twin Rivers/Hopewell, VA -- 149,200 885,671 1,120,107 350,443 1,804,535 Village at Old Tampa Bay/Oldsmar, FL -- 1,750,320 10,756,337 519,418 1,976,746 11,049,329 Vinyards/Orlando, FL 11,250,048 1,840,230 11,571,625 12,815 1,840,230 11,584,440 Walnut Creek/Raleigh, NC -- 3,170,290 21,717,407 253,210 3,200,300 21,940,607 Waterford/Columbia, SC -- 957,980 6,926,736 42,287 957,980 6,969,023 West Knoll/Newark, DE -- 305,138 3,664,067 25,964 305,138 3,690,031 Windsor Harbor/Charlotte, NC -- 475,000 3,928,113 1,862,283 873,449 5,391,947 Woodland Hollow/Charlotte, NC 3,300,458 755,000 5,393,023 1,371,225 902,934 6,616,314 Woodscape/Newport News, VA -- 798,700 7,209,525 1,721,472 1,006,107 8,723,590 Woodside/Baltimore, MD 13,790,000 3,112,881 8,864,762 111,132 3,112,881 8,975,894 Depreciable Life of Total Accumulated Date of Date Building (a) Depreciation Construction Acquired Component Apartments (continued): Key Pines/Spartanburg, SC $ 5,273,670 $ 446,314 1974 09/25/92 35 yrs. Knolls at Newgate/Fairfax, VA 5,368,061 70,927 1972 07/01/94 35 yrs. The Lakes/Nashville, TN 7,832,714 325,417 1986 09/15/93 35 yrs. Lake Washington Downs/Melbourne, FL 6,875,400 267,911 1984 09/24/93 35 yrs. Lakeside North/Orlando, FL 12,920,745 273,025 1984 04/14/94 35 yrs. Lakewood Place/Tampa, FL 12,436,431 316,771 1986 03/10/94 35 yrs. The Landing/Greenville, SC 6,366,925 102,495 1976 07/01/94 35 yrs. Laurel Ridge/Roanoke, VA 4,033,953 1,222,933 1970/72 05/17/88 35 yrs. Laurel Village/Richmond, VA 4,299,594 554,626 1972 09/06/91 35 yrs. The Ledges/Winston-Salem, NC 6,636,362 2,772,056 1959 08/13/86 35 yrs. Liberty Crossing/Jacksonville, NC 6,098,593 1,201,195 1972/74 11/30/90 35 yrs. Mallard Green/Charlotte, NC 3,107,538 50,058 1985 07/01/94 35 yrs. Marina Park/Miami, FL 3,200,064 54,955 1974 07/01/94 35 yrs. Meadow Run/Richmond, VA 5,192,717 1,937,275 1973/74 12/31/84 35 yrs. Meadowdale Lakes/Richmond, VA 11,045,744 3,962,507 1967/71 12/31/84 35 yrs. Mediterranean Village/Miami, FL 14,048,830 100,605 1989 09/30/94 35 yrs. The Melrose/Dumfries, VA 8,204,663 2,930,274 1951 12/11/85 35 yrs. Mill Creek/Atlanta, GA 7,846,081 2,009,265 1972 11/11/88 35 yrs. Mill Creek/Wilmington, NC 5,878,222 732,780 1986 09/30/91 35 yrs. Northview/Salem, VA 1,937,254 1,019,682 1969 09/29/78 35 yrs. Olde West Village/Richmond, VA 15,656,935 4,085,930 1978/82/85/87 12/31/84 & 8/27/91 35 yrs. Orange Orlando/Orlando, FL 4,335,199 285,979 1971 01/21/93 35 yrs. Overlook/Greenville, SC 6,020,639 95,414 1976 07/01/94 35 yrs. Palm Grove/Tampa, FL 6,116,196 169,485 1969/71 04/15/94 35 yrs. The Park/Columbia, SC 6,613,393 92,964 1975/77 07/01/94 35 yrs. Park Green/Raleigh, NC 5,614,864 771,682 1987 09/27/91 35 yrs. Parkwood Court/Alexandria, VA 7,117,024 253,356 1964 06/30/93 35 yrs. Patriot Place/Florence, SC 6,296,880 1,968,990 1974 10/23/85 35 yrs. Peppertree/Charlotte, NC 9,366,347 321,522 1987 12/14/93 35 yrs. Pinebrook/Clearwater,FL 5,618,288 197,391 1977 09/28/93 35 yrs. Plum Chase/Columbia, SC 8,299,847 1,656,205 1974 01/04/91 35 yrs. Regatta Shores/Orlando, FL 7,443,335 126,332 1988 06/30/94 35 yrs. River Place/Macon, GA 8,926,257 218,746 1988 04/08/94 35 yrs. River Road/Ettrick, VA 2,673,468 1,299,045 1973/74 08/31/81 35 yrs. Riverwind/Spartanburg, SC 7,397,815 267,013 1987 12/31/93 35 yrs. Rollingwood/Richmond, VA 7,662,060 2,937,456 1974/78 12/31/84 35 yrs. Royal Oaks/Savannah, GA 11,354,470 182,542 1980 07/01/94 35 yrs. Santa Barbara Landing/Naples, FL 9,204,611 94,605 1987 09/01/94 35 yrs. The Shire/Raleigh, NC 14,017,184 341,701 1982/84 03/04/94 35 yrs. Somerset/Charleston, SC 4,155,432 64,559 1979 07/01/94 35 yrs. St. Andrews/Columbia, SC 7,875,167 126,675 1972 07/01/94 35 yrs. St. Andrews Commons/Columbia, SC 11,162,735 699,019 1986 05/20/93 35 yrs. Spring Forest/Raleigh, NC 11,454,556 1,661,948 1978/81 05/21/91 35 yrs. Stanford Village/Atlanta, GA 4,180,004 896,160 1985 09/26/89 35 yrs. Summit-on-Park/Charlotte, NC 2,118,600 992,628 1963 01/17/84 35 yrs. Summit West/Tampa, FL 7,962,938 426,047 1972 12/16/92 35 yrs. Three Fountains/Montgomery, AL 8,909,833 142,321 1973 07/01/94 35 yrs. Timbercreek/Richmond, VA 3,496,207 1,578,883 1969 08/31/83 35 yrs. Towne Square/Hopewell, VA 1,782,549 766,586 1967 08/27/85 35 yrs. Twin Coves/Baltimore, MD 3,850,372 38,843 1974 08/16/94 35 yrs. Twin Rivers/Hopewell, VA 2,154,978 1,164,316 1972 01/06/82 35 yrs. Village at Old Tampa Bay/Oldsmar, FL 13,026,075 438,122 1986 12/08/93 35 yrs. Vinyards/Orlando, FL 13,424,670 70,290 1984/86 10/31/94 35 yrs. Walnut Creek/Raleigh, NC 25,140,907 474,272 1985/86 05/17/94 35 yrs. Waterford/Columbia, SC 7,927,003 130,766 1985 07/01/94 35 yrs. West Knoll/Newark, DE 3,995,169 62,256 1964 07/01/94 35 yrs. Windsor Harbor/Charlotte, NC 6,265,396 1,566,667 1971 01/13/89 35 yrs. Woodland Hollow/Charlotte, NC 7,519,248 2,390,994 1974/76 11/03/86 35 yrs. Woodscape/Newport News, VA 9,729,697 2,468,694 1974/76 12/29/87 35 yrs. Woodside/Baltimore, MD 12,088,775 137,477 1966 08/16/94 35 yrs. SCHEDULE III. Summary of Real Estate Owned (continued) Cost of Improvements Capitalized Gross Amount at Which Initial Cost to Trust Subsequent to Carried at Close of Period Land and Buildings Acquisition Land and Buildings Land and (Net of Land and Encumbrances Improvements Improvements Disposals) Improvements Improvements Apartments: Shopping Centers: Circle/Richmond, VA $ -- $ 885,964 $ 1,836,464 $ 1,487,795 $ 947,570 $ 3,262,653 Cumberland Square/Dunn, NC -- 661,636 832,148 769,014 718,915 1,543,883 Deerfield Plaza/Myrtle Beach, SC -- 883,767 2,182,509 601,928 1,240,702 2,427,502 Glen Lea/Richmond, VA 2,438,333 559,993 649,500 2,587,214 1,033,765 2,762,942 Gloucester Exchange/Gloucester, VA -- 403,688 2,278,553 688,906 502,031 2,869,116 Hanover Village/Richmond, VA -- 1,928,339 1,003,416 5,163,705 2,939,044 4,453,996 Kroger Sav-On/Waynesboro, VA -- 319,300 990,901 437,592 332,702 1,415,091 Laburnum Park/Richmond, VA 2,599,657 4,188,394 69,429 1,928,265 4,929,215 Laburnum Square/Richmond, VA 1,598,882 773,804 2,178,622 2,004,984 1,125,262 3,832,148 Meadowdale/Richmond, VA 886,030 1,099,620 3,875,145 1,097,943 1,286,137 4,786,571 Rose Manor/Smithfield, NC -- 496,000 1,038,694 (144,250) 542,229 848,215 The Village/Durham, NC -- 1,355,000 3,814,496 3,080,327 2,137,438 6,112,385 Village Square/Myrtle Beach, SC -- 3,070,000 6,429,614 1,709,102 3,727,678 7,481,038 Willow Oaks/Hampton, VA 3,540,000 934,220 1,211,045 6,905,563 3,106,434 5,944,394 Office and Industrial Buildings: Franklin St./Richmond, VA -- 67,900 282,173 75,843 67,900 358,016 Meadowdale Offices/Richmond, VA -- 240,563 359,913 389,352 258,144 731,684 Statesman Park/Roanoke, VA -- 90,162 565,557 93,595 147,996 601,318 Tri-County Buildings/Bristol, TN -- 275,582 900,273 1,262,597 364,123 2,074,329 $158,448,560 $152,982,937 $ 722,823,865 $ 131,791,768 $174,536,140 $ 833,062,430 Depreciable Life of Total Accumulated Date of Date Building (a) Depreciation Construction Acquired Component Shopping Centers: Circle/Richmond, VA $ 4,210,223 $ 1,929,918 1956/62/67 11/01/73 25/35 yrs. Cumberland Square/Dunn, NC 2,262,798 371,837 1972/78/84 08/28/86 35 yrs. Deerfield Plaza/Myrtle Beach, SC 3,668,204 749,242 1979 01/17/84 35 yrs. Glen Lea/Richmond, VA 3,796,707 1,209,340 1964/85 05/25/83 25 yrs. Gloucester Exchange/Gloucester, VA 3,371,147 624,057 1974 11/12/87 35 yrs. Hanover Village/Richmond, VA 7,393,040 1,300,866 1971/72 06/30/86 35 yrs. Kroger Sav-On/Waynesboro, VA 1,747,793 638,030 1975 03/07/80 35 yrs. Laburnum Park/Richmond, VA 6,857,480 590,431 1988/89 09/28/90 35 yrs. Laburnum Square/Richmond, VA 4,957,410 1,669,898 1978/85 02/11/81 40 yrs. Meadowdale/Richmond, VA 6,072,708 1,591,647 1976/82 12/31/84 35 yrs. Rose Manor/Smithfield, NC 1,390,444 359,770 1972/75 08/28/86 35 yrs. The Village/Durham, NC 8,249,823 1,869,102 1965 08/28/86 35 yrs. Village Square/Myrtle Beach, SC 11,208,716 1,648,664 1978/79 05/25/88 35 yrs. Willow Oaks/Hampton, VA 9,050,828 2,345,313 1968/74 08/01/84 35 yrs. Office and Industrial Buildings: Franklin St./Richmond, VA 425,916 115,906 1890 07/01/86 35 yrs. Meadowdale Offices/Richmond, VA 989,828 259,255 1983 12/31/84 35 yrs. Statesman Park/Roanoke, VA 749,314 389,699 1974 05/22/75 33 yrs. Tri-County Buildings/Bristol, TN 2,438,452 646,409 1976/79 01/21/81 33 yrs. $ 1,007,598,570 $120,340,630 (a) The aggregate cost for federal income tax purposes was approximately $987 million at December 31, 1994 and $563 million at December 31, 1993. 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, and Chief Financial Officer March 30, 1995 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on March 30, 1995 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