SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 31, 1996
UNITED DOMINION REALTY TRUST, INC.
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(Exact name of registrant as specified in its charter)
VIRGINIA 1-10524 54-0857512
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation of organization) Identification No.)
10 SOUTH SIXTH STREET, SUITE 203 RICHMOND, VIRGINIA 23219-3802
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(Address of principal executive offices - zip code)
(804) 780-2691
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(Registrant's telephone number, including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective as of 11:59 p.m., December 31, 1996, South West Property
Trust, Inc. ("South West") merged with and into UDR Western Residential, Inc., a
wholly-owned subsidiary of United Dominion Realty Trust, Inc. ("United
Dominion"), the registrant, pursuant to the Amended and Restated Agreement and
Plan of Merger dated as of October 1, 1996 (the "Merger Agreement") as
previously filed as Annex I to the Joint Proxy Statement/Prospectus of United
Dominion and South West that was made a part of the Registration Statement (Form
S-4), file number 333-13745 filed with Securities and Exchange Commission on
October 9, 1996. Following this transaction, the Company's "acquisitions" were
significant in the aggregate and necessitating the filing of this Form 8-K. As
provided in the Merger Agreement, each of the 21,050,721 shares of South West
common stock outstanding on December 31, 1996, was exchanged for 1.0833 shares
of United Dominion common stock. United Dominion issued approximately 22.8
million shares of its common stock at $15.50 per share (the closing share price
on December 31, 1996) for a total market equity value of approximately $353
million and assumed approximately $235 million of debt and other liabilities,
resulting in total consideration of approximately $588 million.
South West, a Texas based real estate investment trust, owned 44
apartment communities located in Texas (33), Arkansas (2), Arizona (3), Nevada
(1), New Mexico (1), Oklahoma (1) and North Carolina (3). The 44 apartment
communities contain 14,995 apartment homes with a weighted average year built of
approximately 1984. South West's apartment communities are geographically
distributed as follows:
Number of Number of
City/State Apartment Communities Apartment Homes
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Dallas, Texas 18 7,067
San Antonio, Texas 5 1,983
Houston, Texas 3 1,058
Austin, Texas 2 517
Fort Worth, Texas 2 496
Amarillo, Texas 1 328
Corpus Christi, Texas 1 248
El Paso, Texas 1 248
Phoenix, Arizona 3 732
Little Rock, Arkansas 2 512
Las Vegas, Nevada 1 384
Oklahoma City, Oklahoma 1 316
Albuquerque, New Mexico 1 210
Raleigh, North Carolina 2 476
Charlotte, North Carolina 1 420
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Total** 44 14,995
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**These figures include one apartment community containing 420 apartment
homes under development and three additions to existing apartment communities
under construction which will add 360 apartment homes.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired
Financial statements of the acquiree, South West, are not provided
in this Form 8-K. Financial statements of South West which are deemed to be
substantially the same as would be required in this Form 8-K were previously
reported in the Joint Proxy Statement/Prospectus of United Dominion and South
West that was made a part of the Registration Statement (Form S-4), file number
333-13745 filed with Securities and Exchange Commission on October 9, 1996.
(b) Pro Forma Financial Information.
It is impracticable to provide the required pro forma financial
information at the time of this report. However, the required pro forma
financial information will be filed not later than 60 days after the filing
of this report.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNITED DOMINION REALTY TRUST, INC.
Date: January 15, 1997 /s/ James Dolphin
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James Dolphin, Senior Vice President
Chief Financial Officer
Date: January 15, 1997 /s/ Jerry A. Davis
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Jerry A. Davis, Vice President
Corporate Controller