AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 21, 1998
UNITED STATES
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 7, 1998
UNITED DOMINION REALTY TRUST, INC
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(Exact name of registrant as specified in its charter)
Virginia 1-10524 54-0857512
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation of organization) Identification No.)
10 South Sixth Street, 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
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
was 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 would 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 owned a combined 20.9% interest in AAC II, LP. In exchange for the
Limited Partners 20.9% interest in AAC II, LP, United Dominion would issue
5,614,035 Operating Partnership Units (OP Units) and cash. The transaction was
structured as a tax-free merger (Merger) and exchange of OP Units and was
treated as a purchase for accounting purposes. On December 7, 1998, United
Dominion completed the acquisition of AAC in a statutory merger.
In accordance with the Merger Agreement, the purchase price consisted
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
approximately $175 million, (ii) the issuance of 5,614,035 OP Units with a value
of approximately $70 million, (iii) the assumption of secured notes payable with
a fair value of approximately $460 million, (iv) the assumption of other
liabilities aggregating approximately $20 million and (v) $60 million of cash.
The aggregate purchase price of the Merger was approximately $800.0 million,
including transaction costs and mortgage premiums.
AAC owned 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 were geographically
distributed as follows:
Number of Number of
City/State Apartment Communities Apartment Homes
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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
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Total California 23 5,340
Portland, OR 4 996
Seattle, WA 3 492
Denver, CO 2 876
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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
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Total Midwest 19 5,009
Tampa, FL 2 1,108
South Florida 1 320
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Total Florida 3 1,428
Total 54 14,141
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired
The financial statements of American Apartment Communities II,
Inc. and American Apartment Communities II, LP were previously
filed on Form 8-K dated September 11, 1998 which was filed with
the Securities and Exchange Commission on October 23, 1998 and
subsequently amended on Form 8-K/A filed on December 21, 1998.
(b) Pro Forma Financial Information
The pro forma financial statements of American Apartment
Communities II, Inc. and American Apartment Communities II, LP
were previously filed on Form 8-K dated September 11, 1998 which
was filed with the Securities and Exchange Commission on October
23, 1998 and subsequently amended on Form 8-K/A filed on December
21, 1998.
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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: December 21, 1998 /s/ Robin R. Flanagan
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Robin R. Flanagan, Assistant Vice
President and Chief Accounting
Officer
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