=============================================================================== FORM 8-K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- AMENDMENT TO APPLICATION OR REPORT Filed Pursuant to Section 12, 13 or 15(d) of THE SECURITIES EXCHANGE ACT OF 1934 UNITED DOMINION REALTY TRUST, INC. (Exact name of registrant as specified in its charter) AMENDMENT NO. 2 The undersigned registrant hereby amends its Current Report on Form 8-K dated October 14, 1994 which was subsequently amended by Form 8-K/A Amendment No. 1 filed with the Securities and Exchange Commission on December 29, 1994. The Pro Forma Statements of Operations for the Twelve Months Ended December 31, 1993, was updated to include the effect of the 1993 acquistions and 1993 pro forma adjustments. In addition, the Notes to the Pro Forma Condensed Financial Statements were updated to reflect the additional disclosures required for the 1993 acquisitions and 1993 pro forma adjustments, as well as, additional information regarding the reconciliation of net income for previously filed 8-K's and a detail schedule of the purchase price of the properties acquired and shown on the Pro Forma Balance Sheet at September 30, 1994. The Pro Forma Financial Statement for the nine months ended September 30, 1994 was updated to reflect the numbering changes in the Notes to the Pro Forma Financial Statements. The accountants' report and consent have been revised to include the city and state where issued. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. - ---------------------------------------------------------------------------- (a) Financial Statements of Real Estate Properties Acquired (b) Pro Forma Financial Information (c) Exhibits (23) Consents of experts SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized. UNITED DOMINION REALTY TRUST, INC. ---------------------------------- (Registrant) /s/ JERRY A. DAVIS ----------------------------------- Jerry A. Davis Vice President Corporate Controller Date: October 14, 1994 =============================================================================== (Letterhead of L.P. Martin & Company) Independent Auditors' Report To the Owners of Copperfield Apartments We have audited the accompanying statement of rental operations (as defined in Note 2) of Copperfield Apartments for the year ended December 31, 1993. This financial statement is the responsibility of the management of Copperfield Apartments. Our responsibility is to express an opinion on this statement based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. The statement was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in a Current Report on Form 8-K of United Dominion Realty Trust, Inc.), as described in Note 4, and is not intended to be a complete presentation of Copperfield Apartments' revenues and expenses. In our opinion, the statement referred to above presents fairly, in all material respects, the income and operating expenses, as described in Note 2, of Copperfield Apartments for the year ended December 31, 1993, in conformity with generally accepted accounting principles. /s/ L. P. Martin & Company, P.C. L. P. Martin & Company, P.C. Certified Public Accountants Richmond, Virginia November 10, 1994 (Letterhead of L.P. Martin & Company) Independent Auditors' Report To the Owners of Mediterranean Village Apartments We have audited the accompanying statement of rental operations (as defined in Note 2) of Mediterranean Village Apartments for the year ended December 31, 1993. This financial statement is the responsibility of the management of Mediterranean Village Apartments. Our responsibility is to express an opinion on this statement based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. The statement was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in a Current Report on Form 8-K of United Dominion Realty Trust, Inc.), as described in Note 4, and is not intended to be a complete presentation of Mediterranean Village Apartments' revenues and expenses. In our opinion, the statement referred to above presents fairly, in all material respects, the income and operating expenses, as described in Note 2, of Mediterranean Village Apartments for the year ended December 31, 1993, in conformity with generally accepted accounting principles. /s/ L. P. Martin & Company, P.C. L. P. Martin & Company, P.C. Certified Public Accountants Richmond, Virginia December 2, 1994 (Letterhead of L.P. Martin & Company) Independent Auditors' Report To the Owners of Briar Club Apartments We have audited the accompanying statement of rental operations (as defined in Note 2) of Briar Club Apartments for the year ended December 31, 1993. This financial statement is the responsibility of the management of Briar Club Apartments. Our responsibility is to express an opinion on this statement based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. The statement was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in a Current Report on Form 8-K of United Dominion Realty Trust, Inc.), as described in Note 4, and is not intended to be a complete presentation of Briar Club Apartments' revenues and expenses. In our opinion, the statement referred to above presents fairly, in all material respects, the income and operating expenses, as described in Note 2, of Briar Club Apartments for the year ended December 31, 1993, in conformity with generally accepted accounting principles. /s/ L. P. Martin & Company, P.C. L. P. Martin & Company, P.C. Certified Public Accountants Richmond, Virginia December 9, 1994 (Letterhead of L.P. Martin & Company) Independent Auditors' Report To the Owners of Covington Crossing Apartments We have audited the accompanying statement of rental operations (as defined in Note 2) of Covington Crossing Apartments for the year ended December 31, 1993. This financial statement is the responsibility of the management of Covington Crossing Apartments. Our responsibility is to express an opinion on this statement based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. The statement was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in a Current Report on Form 8-K of United Dominion Realty Trust, Inc.), as described in Note 4, and is not intended to be a complete presentation of Covington Crossing Apartments' revenues and expenses. In our opinion, the statement referred to above presents fairly, in all material respects, the income and operating expenses, as described in Note 2, of Covington Crossing Apartments for the year ended December 31, 1993, in conformity with generally accepted accounting principles. /s/ L. P. Martin & Company, P.C. L. P. Martin & Company, P.C. Certified Public Accountants Richmond, Virginia December 9, 1994 (Letterhead of L.P. Martin & Company) Independent Auditors' Report To the Owners of Hunters Trace Apartments We have audited the accompanying statement of rental operations (as defined in Note 2) of Hunters Trace Apartments for the year ended December 31, 1993. This financial statement is the responsibility of the management of Hunters Trace Apartments. Our responsibility is to express an opinion on this statement based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. The statement was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in a Current Report on Form 8-K of United Dominion Realty Trust, Inc.), as described in Note 4, and is not intended to be a complete presentation of Hunters Trace Apartments' revenues and expenses. In our opinion, the statement referred to above presents fairly, in all material respects, the income and operating expenses, as described in Note 2, of Hunters Trace Apartments for the year ended December 31, 1993, in conformity with generally accepted accounting principles. /s/ L. P. Martin & Company, P.C. L. P. Martin & Company, P.C. Certified Public Accountants Richmond, Virginia December 9, 1994 UNITED DOMINION REALTY TRUST, INC. PRO FORMA STATEMENT OF OPERATIONS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1993 (UNAUDITED) (IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA) ACQUISITIONS PREVIOUSLY REPORTED ON ACQUISITIONS FORMS 8-K DATED PREVIOUSLY 1993 APRIL 15, 1994, REPORTED ON ACQUISITIONS PRO FORMA MAY 17, 1994, FORM 8-K DATED PRO FORMA BEFORE 1994 MAY 26, 1994 AND HISTORICAL (1) DECEMBER 31, 1993 (3) ADJUSTMENTS ACQUISITIONS SEPTEMBER 1, 1994 (4) INCOME Property operations: Rental Income $89,084 $9,424 $98,508 $47,005 Property expenses: Utilities 7,838 846 8,684 3,551 Repairs & maintenance 13,950 1,407 15,357 6,969 Real estate taxes 5,777 780 6,557 3,542 Property management 2,782 422 3,204 2,243 Other operating expenses 7,512 1,552 9,064 6,831 Depreciation of real estate owned 19,516 1,267 (9) 20,783 57,375 5,007 1,267 63,649 23,136 Income from property operations 31,709 4,417 (1,267) 34,859 23,869 Interest income 708 (438)(10) 270 32,417 4,417 (1,705) 35,129 23,869 EXPENSES Interest 17,237 1,208 (9) 18,445 11,293 General and administrative 3,349 3,349 Other depreciation and amortization 545 545 21,131 0 1,208 22,339 0 Income before gains (losses) on investments and extraordinary item 11,286 4,417 (2,913) 12,790 23,869 Gains (losses) on sale of investments (89) (89) Net income $11,197 $4,417 ($2,913) $12,701 Net income per share $ 0.29 $ 0.33 $23,869 Distributions declared per share $ 0.70 $ 0.70 Weighted average number of shares outstanding 38,202 38,202 8,479 ACQUISITIONS REPORTED ON PREVIOUS 1994 FORM 8-K DATED PRO FORMA PRO FORMA PRO OCTOBER 14, 1994 (5) ADJUSTMENTS ADJUSTMENTS FORMA INCOME Property operations: Rental Income $8,578 $154,091 Property expenses: Utilities 440 12,675 Repairs & maintenance 1,019 23,345 Real estate taxes 946 11,045 Property management 425 ($528)(6) (131)(12) 5,213 Other operating expenses 956 (554)(7) 16,297 Depreciation of real estate owned 7,816 (8) 1,551 (13) $ 30,150 3,786 6,734 1,420 98,725 Income from property operations 4,792 (6,734) (1,420) 55,366 Interest income 270 4,792 (6,734) (1,420) 55,636 EXPENSES Interest General and administrative 11,293 (8) 3,319 (15) 33,057 Other depreciation and amortization 3,349 545 0 11,293 3,319 36,951 Income before gains (losses) on investments and extraordinary item 4,792 (18,027) (4,739) 18,685 Gains (losses) on sale of investments (89) $4,792 ($18,027) (4,739) $ 18,596 Net income $0.40 Net income per share Distributions declared per share $0.70 Weighted average number of shares outstanding 46,681 UNITED DOMINION REALTY TRUST, INC. PRO FORMA STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994 (UNAUDITED) (IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA) ACQUISITIONS PREVIOUSLY REPORTED ON FORMS 8-K DATED APRIL 15, 1994, ACQUISITION MAY 17, 1994, REPORTED ON MAY 26, 1994 AND FORM 8-K DATED HISTORICAL (1) SEPTEMBER 1, 1994 (4) OCTOBER 14, 1994 (5) STATEMENT OF OPERATIONS Income Property operations: Rental Income $95,905 $20,860 $6,268 Property expenses: Utilities 7,928 1,713 306 Repairs & maintenance 14,607 3,471 734 Real estate taxes 6,475 1,536 760 Property management 3,596 1,000 304 Other operating expenses 8,206 2,888 741 Depreciation of real estate owned 19,807 60,619 10,608 2,845 Income from property operations 35,286 10,252 3,423 Interest income 541 35,827 10,252 3,423 Expenses Interest 18,202 General and administrative 3,566 Other depreciation and amortization 581 22,349 0 0 Income before gains (losses) on investments and extraordinary item 13,478 10,252 3,423 Gains (losses) on sale of investments (20) Income before extraordinary item 13,458 10,252 3,423 Extraordinary item - early extinguishment of debt (89) Net income $13,369 $10,252 $3,423 Net income per share $0.30 Distributions declared per share $0.585 Weighted average number of shares outstanding 44,814 5,377 PREVIOUS PRO FORMA PRO FORMA PRO ADJUSTMENTS ADJUSTMENTS FORMA STATEMENT OF OPERATIONS Income Property operations: Rental Income $123,033 Property expenses: Utilities 9,947 Repairs & maintenance 18,812 Real estate taxes 8,771 Property management ($239)(6) ($89)(12) 4,572 Other operating expenses (277)(7) 11,558 Depreciation of real estate owned 3,354 (8) 1,160 (13) 24,321 2,838 1,071 77,981 Income from property operations (2,838) (1,071) 45,052 Interest income (96)(11) (15)(14) 430 (2,934) (1,086) 45,482 Expenses Interest 5,218 (8) 2,431 (15) 25,851 General and administrative 3,566 Other depreciation and amortization 581 5,218 2,431 29,998 Income before gains (losses) on investments and extraordinary item (8,152) (3,517) 15,484 Gains (losses) on sale of investments (20) Income before extraordinary item (8,152) (3,517) 15,464 Extraordinary item - early extinguishment of debt (89) Net income ($8,152) ($3,517) $15,375 Net income per share $ 0.31 Distributions declared per share $ 0.585 Weighted average number of shares outstanding 50,191 UNITED DOMINION REALTY TRUST, INC. NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 1 Represents the Trust's Historical Statements of Operations contained in its Quarterly Report on Form 10Q for the nine months ended September 30, 1994 and its Annual Report on Form 10K for the year ended December 31, 1993. 2. To record the purchase of Briar Club Apartments, Covington Crossing Apartments and Hunters Trace Apartments, acquired after September 30, 1994 assuming that the acquisitions were financed with funds previously invested in short-term investments and through the assumption of a tax-exempt bond on Hunters Trace Apartments in the amount of $5.97 million. Copperfield Apartments and Mediterranean Village Apartments were acquired prior to or on September 30, 1994 and are therefore included in the Trust's historical balance sheet. The purchase price, including closing costs, for the three properties acquired subsequent to September 30, 1994 is as follows: PROPERTY ACQUIRED PURCHASE PRICE (IN THOUSANDS) Briar Club Apartments $ 8,143 Covington Crossing Apartments 5,319 Hunters Trace Apartments 7,565 ------- Total $ 21,027 ====== 3. Amounts appearing under the column entitled "Acquisitions Previously Reported on Form 8-K dated December 31, 1993" give effect to significant acquisitions that were previously reported to the Securities and Exchange Commission by the Trust on Form 8-K dated December 31, 1993 and subsequently amended by Form 8-K/A No.1 filed with the Securities and Exchange Commission on March 3, 1994 and is inclusive of the net adjustments required to allow for a full year of actual rental income and related expenses. Acquisitions previously reported on Form 8-K dated December 31, 1993 were for the nine month period ended September 30, 1993. This column includes the adjustments to net income for these properties between October 31, 1993 and December 31, 1993 which were not included in the Trust's historical statements of operation. These adjustments were derived from the operating statements of the respective properties. 4. Amounts appearing under the column entitled "Acquisitions Previously Reported on Forms 8-K dated April 15, 1994, May 17, 1994, May 26, 1994 and September 1, 1994" give effect to significant acquisitions that have been previously reported to the Securities and Exchange Commission by the Trust on Forms 8-K dated April 15, 1994, May 17, 1994, May 26, 1994 and September 1, 1994. A reconciliation of net income for the nine months ended September 30, 1994 to previously filed Forms 8-K and/or 8-K/A is as follows: 8-K FILED FILING TO UPDATE NET INCOME NET INCOME 8-K (NINE MONTHS, (TWELVE MONTHS, IN THOUSANDS) IN THOUSANDS) April 15, 1994 8-K/A June 7, 1994 $ 845 $ 3,832 May 17, 1994 8-K/A July 26, 1994 546 2,094 May 26, 1994 8-K August 31, 1994* 6,619 13,568 September 1, 1994 8-K/A November 11, 1994 2,242 4,375 ------- ------- $10,252 $23,869 ====== ====== * The Form 8-K dated August 31, 1994 updated the Form 8-K dated May 26, 1994 for the six month period ended June 30, 1994. 5. To record historical results of the properties for the year ended December 31, 1993 and the nine months ended September 30, 1994 as if the properties had been owned throughout each year. 6. To record the net decrease in property management fees for the acquisitions previously reported to the Securities and Exchange Commission on Forms 8-K dated April 15, 1994, May 17, 1994, May 26, 1994 and September 1, 1994. The Trust internally manages its apartment properties at a cost of approximately 3.5% of rental income. 7. To record the net decrease in insurance expense to reflect that the Trust insures its apartments for approximately $107 per unit less than the historical insurance expense of the Portfolio Acquisition previously reported to the Securities and Exchange Commission on Form 8-K dated May 26, 1994. 8. To record depreciation and interest expense on the acquisitions previously reported to the Securities and Exchange Commission on Forms 8-K dated April 15, 1994, May 17, 1994, May 26, 1994 and September 1, 1994. Depreciation is based upon the allocation of the purchase price of each of the properties. Depreciation is computed on a straight line basis over estimated useful lives of the related assets which range from 15 and 35 years. Buildings have been depreciated over 35 years and other improvements over 15 years. 9. To record depreciation and interest expense on the acquisitions previously reported on Form 8-K dated December 31, 1993 and subsequently amended by Form 8-K/A No. 1 filed with the Securities and Exchange Commission on March 3, 1994. 10. Reflects the reduction of interest income associated with the use of short-term investments to acquire the properties at assumed interest rates in effect at the time of each respective acquisition for the year ended December 31, 1993 as previously reported on Form 8-K dated December 31, 1993 and subsequnetly amended by Form 8-K/A No.1 filed with the Securities and Exchange Commission on March 3, 1994. 11. Reflects the reduction of interest income associated with the use of short-term investments to acquire the Portfolio Acquisition (as previously reported on Form 8-K dated May 26, 1994) and Regatta Shores Apartments (as previously reported on Form 8-K dated September 1, 1994) at assumed interest rates in effect at the time of the acquisition. 12. To record the net decrease in property management fees for the properties. The Trust internally manages its apartment properties at a cost of approximately 3.5% of rental income. 13. To record depreciation based upon the allocation of the purchase price of the properties. Depreciation is computed on a straight line basis over estimated useful lives of the related assets which range from 15 and 35 years. Buildings have been depreciated over 35 years and other improvements over 15 years. 14. Reflects the reduction of interest income for four days associated with he use of short-term investments to acquire the properties at assumed interest rates in effect at the time of each respective acquisition. For the nine months ended September 30, 1994, such acquisitions consist of Mediterranean Village Apartments , Briar Club Apartments, Covington Crossing Apartments and Hunters Trace Apartments. 15. Reflects the additional interest expense on bank debt used to finance the acquisitions at assumed interest rates equal to market rates in effect at the time of each respective acquisition and the assumption of a $5.97 million tax-exempt housing bond bearing interest of 6.25% on Hunters Trace Apartments.