Exhibit 1.4
Pricing Agreement
Morgan Stanley & Co. Incorporated
A.G. Edwards & Sons, Inc.
PaineWebber Incorporated
NationsBanc Montgomery Securities LLC
Wheat First Securities, Inc.
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, A.G. Edwards & Sons,
Inc., PaineWebber Incorporated, NationsBanc Montgomery Securities LLC, and Wheat
First Securities, Inc. 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.
The Designated Securities set forth in such Schedule I are hereinafter sometimes
referred to as the "Firm Securities".
Subject to the terms and conditions, and on the basis of the
representations and warranties, set forth herein and in the Underwriting
Agreement incorporated herein by reference, the Company agrees to sell to the
Underwriters up to an additional $5,000,000 aggregate principal amount of
Designated Securities (the "Additional Securities"), and the Underwriters shall
have a one-time right to purchase, severally, and not jointly, up to $5,000,000
aggregate principal amount of Additional Securities at the place and at the
purchase price to the Underwriters set forth in Schedule II hereto. If the
Representatives, on behalf of the Underwriters, elect to exercise such option,
the Representatives shall notify the Company in writing not later than 30 days
after the date of this Pricing Agreement, which notice shall specify the
aggregate principal amount of Additional Securities to be purchased by the
Underwriters and the date on which such Additional Securities are to be
purchased. Such date (which is referred to in the Underwriting Agreement as the
Option Closing Date) may be the same as the Time of Delivery referred to in
Schedule II hereto, but not earlier than such Time of Delivery nor later than 10
business days after the date of such notice. Additional Securities may be
purchased as provided herein and in Section 4(b) of the Underwriting Agreement
solely for the purpose of covering over-allotments made in connection with the
offering of the Firm Securities. If any Additional Securities are to be
purchased, each Underwriter agrees, severally, and not jointly, subject to the
terms and conditions and on the basis of the representations and warranties set
forth herein and in the Underwriting Agreement incorporated herein by reference,
to purchase the aggregate principal amount of Additional Securities (subject to
such adjustments as the Representatives may determine in order to provide for
the issuance of Additional Securities in authorized denominations) that bears
the same proportion to the total aggregate principal amount of Additional
Securities to be purchased as the aggregate principal amount of Firm Securities
set forth in Schedule I hereto opposite the name of such Underwriter bears to
the total aggregate principal amount of Firm Securities.
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.
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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
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
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Accepted as of the date hereof:
Morgan Stanley & Co. Incorporated
A.G. Edwards & Sons, Inc.
PaineWebber Incorporated
NationsBanc Montgomery Securities LLC
Wheat First Securities, Inc.
Acting severally on behalf of themselves as Representatives
and the other 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
Firm Securities
Underwriter to be Purchased
------------- ----------------
Morgan Stanley & Co. Incorporated $6,670,000
A.G. Edwards & Sons, Inc. 6,670,000
PaineWebber Incorporated 6,670,000
NationsBanc Montgomery Securities LLC 6,670,000
Wheat First Securities, Inc. 6,670,000
Bear, Stearns & Co. Inc. 1,150,000
BT Alex. Brown Incorporated 1,150,000
CIBC Oppenheimer Corp. 1,150,000
Schroder & Co. Inc. 1,150,000
SG Cowen Securities Corporation 1,150,000
Advest, Inc. 575,000
Robert W. Baird & Co. Incorporated 575,000
William Blair & Company, L.L.C. 575,000
J.C. Bradford & Co. 575,000
Craigie Incorporated 575,000
Crowell, Weedon & Co. 575,000
Dain Rauscher Wessels 575,000
Davenport & Company LLC 575,000
Fahnestock & Co. Inc. 575,000
Ferris, Baker Watts, Incorporated 575,000
Fidelity Capital Markets, A Division of National Financial 575,000
Services Corp.
Fifth Third/The Ohio Company 575,000
First Albany Corporation 575,000
First of Michigan Corporation 575,000
Fleet Securities, Inc. 575,000
Gibraltar Securities Co. 575,000
J.J.B. Hilliard, W.L. Lyons, Inc. 575,000
Interstate/Johnson Lane Corporation 575,000
Janney Montgomery Scott Inc. 575,000
Kirkpatrick, Pettis, Smith, Polian Inc. 575,000
McDonald & Company Securities, Inc. 575,000
Mesirow Financial, Inc. 575,000
Morgan Keegan & Company, Inc. 575,000
OLDE Discount Corporation 575,000
Piper Jaffray Inc. 575,000
Raymond James & Associates, Inc. 575,000
The Robinson-Humphrey Company, LLC 575,000
Roney Capital Markets, A Division of First Chicago Capital 575,000
Markets, Inc.
Scott & Stringfellow, Inc. 575,000
Southwest Securities, Inc. 575,000
Tucker Anthony Incorporated 575,000
Wedbush Morgan Securities 575,000
-----------
Total $57,500,000
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SCHEDULE II
Title of Designated Securities:
8 1/2% Monthly Income Notes due 2008 (the "Notes")
Aggregate Principal Amount of Firm Securities:
$57,500,000
Aggregate Principal Amount of Additional Securities:
$5,000,000
Initial Public Offering Price:
100.00% of the principal amount of the Notes, plus accrued interest, if
any, from November 18, 1998.
Purchase Price by Underwriters for Firm Securities:
96.50% of the principal amount of the Notes, plus accrued interest, if
any, from November 18, 1998 (no accrued interest will be payable by the
Underwriters in the case of Notes purchased by the Underwriters on
November 18, 1998).
Purchase Price by Underwriters for Additional Securities:
100.00% of the principal amount of the Notes, plus accrued interest, if
any, from November 18, 1998 (no accrued interest will be payable by the
Underwriters in the case of Notes purchased by the Underwriters on
November 18, 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, 2008
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Interest Rate:
8 1/2% per annum
Interest Payment Dates:
The 15th day of each month, commencing December 15, 1998.
Regular Record Dates:
The first day of each month next preceding the Interest Payment Date
falling in such month.
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 18, 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 Representative:
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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