Exhibit 2.02
ARTICLES OF MERGER
UNITED DOMINION REALTY TRUST, INC.,
A VIRGINIA CORPORATION
AND
UDRT MARYLAND, INC.,
A MARYLAND CORPORATION
The undersigned corporations, pursuant to Title 13.1, Chapter 9,
Article 12 of the Code of Virginia, hereby execute the following articles of
merger and set forth:
ONE
United Dominion Realty Trust, Inc. ("UDRT Virginia") shall be merged
into UDRT Maryland, Inc. ("UDRT Maryland") pursuant to the Agreement and Plan of
Merger attached hereto as Exhibit A (the "Plan of Merger").
TWO
(1) The Plan of Merger was submitted to the shareholders of UDRT
Virginia by the board of directors of UDRT Virginia in accordance with the
provisions of Chapter 9 of Title 13.1 of the Code of Virginia, and:
(a) The designation, number of outstanding shares, and
number of votes entitled to be cast by each voting
group entitled to vote separately on the Plan of
Merger were:
Designation No. of Outstanding Shares No. of Votes
Common Stock 108,827,959 102,508,685
(b) The total number of votes cast for and against the
Plan of Merger by each voting group entitled to vote
separately on the plan was:
Voting Group Total No. of Votes Cast Total No. of Votes Cast
FOR the Plan of Merger AGAINST the Plan of Merger
Common Stock 74,134,384 3,209,386
(c) And the number cast for the Plan of Merger by each
voting group was sufficient for approval by that
voting group.
(2) The Plan of Merger was submitted to the sole stockholder of UDRT
Maryland by the board of directors of UDRT Maryland in accordance with the
provisions
of Chapter 9 of Title 13.1 of the Code of Virginia, and approved and adopted by
the written consent of the sole stockholder.
The undersigned officers declare that the facts herein stated are true
as of June 11, 2003.
United Dominion Realty Trust, Inc.
By: /s/ Mary Ellen Norwood
--------------------------------
Mary Ellen Norwood
Vice President and Secretary
UDRT Maryland, Inc.
By: /s/ Warren L. Troupe
--------------------------------
Warren L. Troupe
President
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EXHIBIT A
AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger (this "Agreement"), dated as of June
11, 2003, is by and between United Dominion Realty Trust, Inc., a Virginia
corporation ("UDRT") and UDRT Maryland, Inc., a Maryland corporation and a
wholly owned subsidiary of UDRT ("UDRT Maryland").
WITNESSETH:
WHEREAS, UDRT is a corporation duly formed under the laws of the
Commonwealth of Virginia;
WHEREAS, UDRT Maryland is a corporation duly formed under the laws of
the State of Maryland; and
WHEREAS, the board of directors and shareholders of UDRT and the board
of directors and sole shareholder of UDRT Maryland each deems it desirable, upon
the terms and subject to the conditions of this Agreement, that UDRT be merged
with and into UDRT Maryland and that UDRT Maryland be the surviving entity.
NOW, THEREFORE, the parties agree as follows:
ARTICLE I
THE MERGER
Section 1.01. THE MERGER. Upon the terms and subject to the conditions
set forth in this Agreement and in accordance with the laws of the Commonwealth
of Virginia and the State of Maryland, UDRT shall be merged with and into UDRT
Maryland (the "Merger"). As a result of the Merger, the identity and separate
existence of UDRT shall cease and UDRT Maryland, Inc. shall continue as the
surviving entity of the Merger (sometimes referred to herein as the "Surviving
Corporation"). In connection with the Merger, the name of UDRT Maryland, Inc.
will be changed to United Dominion Realty Trust, Inc.
Section 1.02. EFFECTIVE TIME. The parties shall cause the Merger to be
consummated by filing articles of merger with the State Corporation Commission
of the Commonwealth of Virginia and the State Department of Assessments and
Taxation of the State of Maryland, as required by, and executed in accordance
with the relevant laws of the Commonwealth of Virginia and the State of
Maryland, all to be effective as of the time of acceptance of the Articles of
Merger by the State Corporation Commission of the Commonwealth of Virginia and
the State Department of Assessments and Taxation of the State of Maryland (the
"Effective Time").
Section 1.03. EFFECT OF THE MERGER. At the Effective Time, the effect
of the Merger shall be as provided under the laws of the Commonwealth of
Virginia and the State of Maryland. Without limiting the generality of the
foregoing, and subject thereto, at the Effective Time, all the rights,
privileges, powers and franchises of UDRT, shall vest in the Surviving
Corporation,
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and all debts, liabilities and duties of UDRT shall become the debts,
liabilities and duties of the Surviving Corporation.
Section 1.04. SUBSEQUENT ACTIONS. If, at any time after the Effective
Time, the Surviving Corporation shall consider or be advised that any deeds,
bills of sale, assignments, assurances or any other actions or things are
necessary or desirable to continue in, vest, perfect or confirm of record or
otherwise in the Surviving Corporation its right, title or interest in, to or
under any of the rights, properties, privileges, franchises or assets of UDRT
acquired or to be acquired by the Surviving Corporation as a result of, or in
connection with, the Merger or otherwise to carry out this Agreement, the proper
officers of the Surviving Corporation shall be and hereby are directed and
authorized to execute and deliver, in the name and on behalf of UDRT, all such
deeds, bills of sale, assignments and assurances and to take and do, in the name
and on behalf of UDRT or otherwise, all such other actions and things as may be
necessary or desirable to vest, perfect or confirm any and all right, title and
interest in, to and under such rights, properties, privileges, franchises or
assets in the Surviving Corporation or otherwise to carry out this Agreement.
ARTICLE II
CONVERSION OF SHARES
At the Effective Time, by virtue of the Merger and without any action
on the part of UDRT or UDRT Maryland, each share of the outstanding capital
stock of UDRT shall be exchanged for one share of the outstanding capital stock
of UDRT Maryland.
ARTICLE III
GOVERNING LAW
This Agreement shall be construed in accordance with and governed by
the laws of the State of Maryland, without giving effect to principles of
conflicts of laws.
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IN WITNESS WHEREOF, UDRT and UDRT Maryland have each caused this
Agreement to be duly executed under seal, all as of the date first above
written.
UNITED DOMINION REALTY TRUST, INC., a Virginia corporation
By: /s/ Mary Ellen Norwood
------------------------------------------------
Mary Ellen Norwood
Vice President and Secretary
UDRT MARYLAND, INC., a Maryland corporation
By: /s/ Warren L. Troupe
------------------------------------------------
Warren L. Troupe
President
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