AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 21, 1998
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K / A
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. 1
The undersigned registrant hereby amends its Current Report on Form 8-K dated
September 11, 1998, which was filed with the Securities and Exchange Commission
on October 23, 1998. The discussion previously reported under Item 2 -
Acquisition or Disposition of Assets was revised to be reported under Item 5 -
Other Events, as the acquisition was not consummated until December 7, 1998.
ITEM 5. Other Events.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this Amendment to be signed on its behalf
by the undersigned, thereto duly authorized.
UNITED DOMINION REALTY TRUST, INC.
(Registrant)
/s/ Robin R. Flanagan
-------------------------------------
Robin R. Flanagan, Assistant Vice President
and Chief Accounting Officer
Date: December 21, 1998
ITEM 5.Other Events
On September 11, 1998, United Dominion Realty Trust, Inc. (United
Dominion), entered into an Agreement and Plan of Merger (Merger Agreement)
between United Dominion and American Apartment Communities II, Inc. (AAC).
Pursuant to the Merger Agreement, each share of AAC common and preferred stock
is entitled to receive 7.812742 shares of United Dominion Series D Convertible
Preferred Stock (Preferred Stock) and $46.1824 in cash. In exchange for the
Preferred Stock and cash, United Dominion will acquire AAC's 79.1% interest in
AAC II, LP. In addition, United Dominion entered into a Partnership Interest
Purchase and Exchange Agreement (Partnership Exchange Agreement) between United
Dominion, United Dominion Realty, L.P. (United Dominion's Operating Partnership)
and American Apartment Communities Operating Partnership, L.P., AAC Management
LLC and Schnitzer Investment Corporation (the Limited Partners). The Limited
Partners own a combined 20.9% interest in AAC II, LP. In exchange for the
Limited Partners 20.9% interest in AAC II, LP, United Dominion will issue
5,614,035 Operating Partnership Units (OP Units) and cash. The transaction has
been structured as a tax-free merger (Merger) and exchange of OP Units and will
be treated as a purchase for accounting purposes.
In accordance with the Merger Agreement, the purchase price consists of
the following: (i) 8,000,000 shares of 7.5% Series D Convertible Preferred Stock
($25 liquidation preference value) which is convertible into United Dominion
common stock at $16.25 per share with a fair market value of $175 million, (ii)
the issuance of 5,614,035 OP Units with an aggregate fair value of $67.4
million, (iii) the assumption of $466.2 million of secured notes payable at fair
value, (iv) the assumption of other liabilities aggregating $24.7 million and
(v) $56.5 million of cash. The aggregate purchase price of the Merger is
estimated at approximately $806.0 million, including transaction costs and
mortgage premiums.
AAC owns 54 communities located in the West, Northwest, Midwest and
Florida. The 54 communities contain 14,141 apartment homes with a weighted
average year built of 1979. AAC's apartment communities are geographically
distributed as follows:
Number of Number of
City/State Apartment Communities Apartment Homes
- ------------------------ --------------------- ---------------
San Francisco/San Jose, CA 4 980
Monterey Peninsula, CA 13 2,076
Sacramento, CA 2 914
Los Angeles, CA 2 926
Other CA 2 444
---- ------
Total California 23 5,340
Portland, OR 4 996
Seattle, WA 3 492
Denver, CO 2 876
---- ------
Pacific Northwest 9 2,364
Columbus, OH 4 1,344
Indianapolis, IN 3 875
Detroit, MI 4 744
Lansing, MI 4 1,227
Other Midwest 4 819
---- ------
Total Midwest 19 5,009
Tampa, FL 2 1,108
South Florida 1 320
- ------
Total Florida 3 1,428
Total 54 14,141
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