Exhibit 1.3
Pricing Agreement
Morgan Stanley & Co. Incorporated
First Union Capital Markets, a division of
Wheat First Securities, Inc.
NationsBanc Montgomery Securities LLC
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
November 10, 1998
Ladies and Gentlemen:
United Dominion Realty Trust, Inc., a Virginia corporation (the
"Company"), proposes, subject to the terms and conditions stated herein and in
the Underwriting Agreement, dated November 10, 1998 (the "Underwriting
Agreement"), between the Company and the Operating Entities (as defined therein)
on the one hand and Morgan Stanley & Co. Incorporated, First Union Capital
Markets, a division of Wheat First Securities, Inc. and NationsBanc Montgomery
Securities LLC, on the other hand, to issue and sell to the Underwriters named
in Schedule I hereto (the "Underwriters") the Securities specified in Schedule
II hereto (the "Designated Securities"). Each of the provisions of the
Underwriting Agreement is incorporated herein by reference in its entirety, and
shall be deemed to be a part of this Agreement to the same extent as if such
provisions had been set forth in full herein; and each of the representations
and warranties set forth therein shall be deemed to have been made at and as of
the date of this Pricing Agreement, except that each representation and warranty
which refers to the Prospectus in Section 2 of the Underwriting Agreement shall
be deemed to be a representation or warranty as of the date of the Underwriting
Agreement in relation to the Prospectus (as therein defined), and also a
representation and warranty as of the date of this Pricing Agreement in relation
to the Prospectus as amended or supplemented relating to the Designated
Securities which are the subject of this Pricing Agreement. Each reference to
the Representatives herein and in the provisions of the Underwriting Agreement
so incorporated by reference shall be deemed to refer to you. Unless otherwise
defined herein, terms defined in the Underwriting Agreement are used herein as
therein defined. The Representative designated to act on behalf of the
Representatives and on behalf of each of the Underwriters of the Designated
Securities pursuant to Section 12 of the Underwriting Agreement and the address
of the Representatives referred to in such Section 12 are set forth at the end
of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you, is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, on the basis of the representations and warranties
set forth herein and in such Underwriting Agreement, to purchase from the
Company, at the time and place and at the purchase price to the Underwriters set
forth in Schedule II hereto, the respective principal amount of Designated
Securities set forth opposite the name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign
and return to us six counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company and the Operating Entities. It is understood that your
acceptance of this letter on behalf of each of the Underwriters is or will be
pursuant to the authority set forth in a form of Agreement among Underwriters,
the form of which shall be submitted to the Company for examination upon
request, but without warranty on the part of the Representatives as to the
authority of the signers thereof.
Very truly yours,
United Dominion Realty Trust, Inc.
By: /s/ James Dolphin
-------------------------------------
Name: James Dolphin
Title: Executive Vice President
United Dominion Realty, L.P.
By: United Dominion Realty Trust, Inc., its
General Partner
By: /s/ James Dolphin
------------------------------------- -
Name: James Dolphin
Title: Executive Vice President
UDR Western Residential, Inc.
By: /s/ James Dolphin
-------------------------------------
Name: James Dolphin
Title: Executive Vice President
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UDRT of North Carolina, L.L.C.
By: United Dominion Realty Trust, Inc., its sole
member
By: /s/ James Dolphin
-------------------------------------
Name: James Dolphin
Title: Executive Vice President
ASR Investments Corporation
By: /s/ James Dolphin
-------------------------------------
Name: James Dolphin
Title: Executive Vice President
Accepted as of the date hereof:
Morgan Stanley & Co. Incorporated
Wheat First Securities, Inc.
NationsBanc Montgomery Securities LLC
Acting severally on behalf of themselves and
the several Underwriters
By: Morgan Stanley & Co. Incorporated
By: /s/ Mike Fusco
-----------------------------------
Name: Mike Fusco
Title: Vice President
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SCHEDULE I
Principal Amount of
Designated
Securities
Underwriter to be Purchased
----------- -------------------
Morgan Stanley & Co. Incorporated $97,500,000
First Union Capital Markets, a division of
Wheat First Securities, Inc. 26,250,000
NationsBanc Montgomery Securities LLC 26,250,000
------------
Total $150,000,000
============
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SCHEDULE II
Title of Designated Securities:
8 1/8% Notes due 2000 (the "Notes")
Aggregate Principal Amount of Designated Securities:
$150,000,000
Initial Public Offering Price:
99.919% of the principal amount of the Notes, plus accrued interest, if
any, from November 16, 1998.
Purchase Price by Underwriters:
99.669% of the principal amount of the Notes, plus accrued interest, if
any, from November 16, 1998 (no accrued interest will be payable by the
Underwriters in the case of Notes purchased by the Underwriters on
November 16, 1998).
Form of Designated Securities:
Book-entry form represented by one or more global securities deposited
with The Depository Trust Company and registered in the name of its
nominee.
Specified funds for payment of purchase price:
Immediately available funds.
Indenture:
Indenture dated November 1, 1995, between the Company and First Union
National Bank (formerly known as First Union National Bank of
Virginia), as Trustee
Maturity:
November 15, 2000
Interest Rate:
8 1/8% per annum
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Interest Payment Dates:
May 15 and November 15, commencing May 15, 1999.
Regular Record Dates:
May 1 and November 1
Redemption Provisions:
Not redeemable prior to maturity.
Sinking Fund Provisions:
No sinking fund provisions.
Defeasance provisions:
The provisions of Article 14 of the Indenture relating to defeasance
and covenant defeasance will apply to the Notes.
Time of Delivery:
10 a.m., New York time, on November 16, 1998.
Closing Location for Delivery of Designated Securities:
Offices of Brown & Wood llp, One World Trade Center, New York, New York
10048-0557.
Names and addresses of Representatives:
Designated Representative:
Morgan Stanley & Co. Incorporated
Address for Notices, etc.:
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Attn: Michael M. Fusco
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