FORM 8-K/A UNITED STATES 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. 3 The undersigned registrant hereby amends Item 7 (b) to its Current Report on Form 8-K dated April 11, 1995, which was filed with the Securities and Exchange Commission on April 11, 1995. The Pro Form Statement of Operations for the Twelve Months Ended December 31, 1994 and related Notes to the Pro Forma Condensed Financial Statements were revised to include the entire item being amended on Form 8-K/A No. 1 filed April 12, 1996 and Form 8-K/A No. 2 filed April 19, 1996. ITEM 7. Financial Statements, Pro forma Financial Information and Exhibits (a) Financial Statements of Properties Acquired (b) Pro forma Financial Information (c) Exhibits (23) Consent 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 and Corporate Controller UNITED DOMINION REALTY TRUST, INC. PRO FORMA STATEMENT OF OPERATIONS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994 (UNAUDITED) (IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA) ACQUISITIONS PREVIOUSLY REPORTED ON FORMS 8-K DATED APRIL 15, 1994, MAY 17, 1994, MAY 26, 1994, SEPTEMBER 1, 1994 AND PRO FORMA PRO HISTORICAL OCTOBER 14, 1994 (1) ADJUSTMENTS FORMA ----------- --------------------- ----------- --------- STATEMENT OF OPERATIONS INCOME Rental Income $139,972 $27,128 $167,100 Interest and other income 756 ( 111)(5) 645 ----------- --------------------- ----------- --------- 140,728 27,128 ( 111) 167,745 EXPENSES Rental expenses: Utilities 11,206 2,019 13,225 Repairs & maintenance 21,216 4,205 25,421 Real estate taxes 9,658 2,296 11,954 Property management 4,645 1,304 ($328)(2) 5,621 Other operating expenses 12,141 3,629 ( 277)(3) 15,493 Depreciation of real estate owned 28,729 4,514 (4) 33,243 Interest 28,521 7,450 (6) 35,971 General and administartive 4,803 4,803 Other depreciation and amortization 691 691 ----------- --------------------- ----------- --------- 121,610 13,453 11,359 146,422 ----------- --------------------- ----------- --------- Income before gains (losses) on sales of investments and extraordinary item 19,118 13,675 (11,470) 21,323 Gains on sales of investments 108 108 ----------- --------------------- ----------- --------- Income before extraordinary item 19,226 13,675 (11,470) 21,431 Extraordinary item - early extinguishment of debt (89) (89) ----------- --------------------- ----------- --------- Net income $19,137 $13,675 ($11,470) $ 21,342 =========== ===================== =========== ========= Net income per share $0.41 $ 0.43 =========== ========= Distributions declared per share $0.78 $ 0.78 =========== ========= Weighted average number of common shares outstanding 46,182 4,022 50,204 See accompanying notes. UNITED DOMINION REALTY TRUST, INC. NOTES TO CONSOLIDATED PRO FORMA CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 1. Amounts appearing under the column entitled "Acquisitions Previously Reported on Forms 8-K dated April 15, 1994, May 17, 1994, May 26, 1994, September 1, 1994 and October 14, 1994" give effect to significant acquisitions that have been previously reported to the Securities and Exchange Commission by United Dominion Realty Trust, Inc. on Forms 8-K ("the Previously Reported Acqisitions") dated April 15, 1994, May 17, 1994, May 26, 1994, September 1, 1994 and October 14, 1994. A reconciliation of net income to previously filed Forms 8-K and or 8-K/A is as follows: Filing to Update Net Income 8-K Filed 8-K (In thousands) --------- --- -------------- April 15, 1994 8-K/A June 7, 1994 $ 845 May 17, 1994 8-K/A July 26, 1994 546 May 26, 1994 8-K August 31, 1994* 6,619 September 1, 1994 8-K/A November 11, 1994 2,242 October 14, 1994 8-K/A December 29, 1994 3,423 ----- $ 13,675 ====== * 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. 2. To record the net decrease in property management fees for the Previously Reported Acquisitions. The Trust internally manages its apartment properties at a cost of approximately 3.5% of rental income. The Trust uses 98% of the amount reported as rental income in calculating the property management fee, as 2% of the amount reported as rental income is assumed to be other income which is not subject to management fee. 3. To record the net decrease in insurance expense for the period January 1, 1994 through June 30, 1994 to reflect that United Dominion Realty Trust, Inc. insures its apartments for approximately $107.22 per unit less than the historical insurance expense of the 5,170 apartment units contained in the Portfolio Acquisition previously reported to the Securities and Exchange Commission on Form 8-K dated May 26, 1994. 4. To record depreciation expense on the Previously Reported Acquisitions. Depreciation is based upon the allocation of the purchase price of the properties. Depreciation is computed on a straight line basis over the estimated useful lives of the related assets which range from 15 to 35 years. The allocation and estimated useful lives are as follows: Estimated Allocation of Useful Life Depreciation Purchase Price In Years Adjustment ** Buildings $264,712,528 35 $3,937,223 Other Improvements 16,623,950 15 576,935 Land 43,179,203 N/A -- ------------ ---------- $324,515,681 $4,514,158 ============ ========== ** The acquisitions previously reported were purchased by the Trust at various times during 1994. The depreciation expense adjustment is computed for each property based on the number of days not owned by the Trust during 1994. The weighted average number of days the properties were not owned by the Trust during 1994 was 190.01 days (out of 365 days). 5. 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), Regatta Shores Apartments (as previously reported on Form 8-K dated September 1, 1994), Mediterranean Village Apartments, Briar Club Apartments, Covington Crossing Apartments and Hunters Trace Apartments (as previously reported on Form 8-K dated October 14, 1994), at market interest rates in effect at the time of each respective acquisition. # DAYS INTEREST SHORT-TERM INTEREST INTEREST INCOME PROPERTY INVESTMENT RATE ADJUSTMENT ADJUSTMENT Regatta Shores $ 7,364,376 4.50% 8/365 $ 7,263 Mediterranean Village 14,003,901 5.10% 3/365 5,870 Briar Club, Covington Crossing and Hunters Trace 15,057,181 5.30% 4/365 8,745 Portfolio Acquisition 80,000,000 5.06% 8/365 88,723 ------------- -------- $ 116,425,458 $110,601 ============= ======== 6. To record interest expense during 1994 associated with the acquisition of a portion of the properties with debt aggregating $237,591,416 and a weighted average interest rate of 5.7492% which was assumed to have been used as follows: (i) variable-rate bank debt aggregating $161,147,168 used to fund the acquisitions at market interest rates available to the Trust at the time of each respective acquisition, (ii) fixed-rate medium-term notes payable aggregating $39,827,598, (iii) the assumption of fixed-rate mortgage notes payable aggregating $30,646,650 and (iv) the assumption of a fixed-rate tax-exempt bond in the amount of $5,970,000. The acquisitions previously reported were purchased by the Trust at various times during 1994. The interest expense adjustment is computed for each property based on the number of days not owned by the Trust during 1994. The weighted average number of days the properties were not owned by the Trust during 1994 was 199.08 days (out of 365 days).