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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
UNITED DOMINION REALTY TRUST, INC.
(Exact name of registrant as specified in its charter)
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Maryland
(State of incorporation or organization)
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54-0857512
(I.R.S. Employer Identification No.) |
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1745 Shea Center Drive, Suite 200
Highlands Ranch, Colorado
(Address of principal executive offices)
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80129
(Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered |
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Common Stock, $0.01 par value
Preferred Stock Purchase Rights
8.60% Series B Cumulative Redeemable Preferred Stock
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New York Stock Exchange
New York Stock Exchange
New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is
effective pursuant to General Instruction A. (c), check the following box. þ
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and
is effective pursuant to General Instruction A. (d), check the following box. o
Securities Act registration statement file number to which this form relates: (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
TABLE OF CONTENTS
INFORMATION REQUIRED IN REGISTRATION STATEMENT
This
Registration Statement on Form 8-A/A amends and restates in its
entirety the Registration Statement on
Form 8-A/A of United Dominion Realty Trust, Inc. dated and filed with the Securities and Exchange
Commission on July 28, 2000. The Registration Statement on Form 8-A/A dated and filed July 28,
2000 relates to the Registration Statement on Form 8-A dated April 1, 1990, the Registration
Statement on Form 8-A dated June 10, 1997 and filed with the Securities and Exchange Commission on
June 11, 1997, and the Registration Statement on Form 8-A dated and filed February 4, 1998, as
amended by the Registration Statement on Form 8-A/A dated and filed
March 10, 1998 and the Registration Statement on Form 8-A/A
dated and filed December 28, 1999.
Item 1. Description of Registrant’s Securities to be Registered.
The following is a description of the material terms of our Common Stock, Preferred Stock
Purchase Rights and 8.60% Series B Cumulative Redeemable Preferred Stock. For more details you are
urged to read our Articles of Restatement, Bylaws and First Amended and Restated Rights Agreement
in their entirety. You can find copies of our Articles of Restatement, Bylaws and First Amended
and Restated Rights Agreement in our SEC filings as indicated in the
Exhibit Index to this filing. These documents are incorporated
herein by reference.
Authorized Capital Stock
Our authorized capital stock consists of 250,000,000 shares of Common Stock having a par value
of $0.01 per share, 50,000,000 shares of Preferred Stock without par value, and 300,000,000 shares
of Excess Stock having a par value of $0.01 per share. As of
November 3, 2005, there were
137,184,739 shares of our Common Stock issued and outstanding. We currently have four series of
Preferred Stock designated as follows: 6,000,000 shares designated 8.60% Series B Cumulative
Redeemable Preferred Stock, 1,000,000 shares designated Series C Junior Participating Cumulative
Redeemable Preferred Stock, 2,803,812 shares designated Series E Cumulative Convertible Preferred
Stock, and 20,000,000 shares designated Series F Preferred
Stock. As of November 3, 2005, there
were outstanding 5,416,009 shares of Series B Preferred Stock and 2,803,812 shares of Series E
Preferred Stock. No shares of Series F Preferred Stock or Series C Preferred Stock have been
issued. We will not issue any shares of Series C Preferred Stock except upon the exercise of
rights as described below under “Preferred Stock Purchase Rights.”
Common Stock
Voting Rights
Holders of our Common Stock have one vote per share and are not entitled to cumulate votes in
the election of directors. The holders of our outstanding Series E Preferred Stock are entitled to
vote on an “as converted” (one-for-one) basis as a single class in combination with the holders of
our Common Stock at any meeting of
stockholders for the election of directors or for any other purpose on which holders of our
Common Stock are entitled to vote.
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Dividends
Holders of our Common Stock are entitled to receive dividends if, when and as declared by the
board of directors out of legally available funds after payment of, or provision for, full
cumulative dividends on shares of our Preferred Stock then outstanding. In the event of our
voluntary or involuntary liquidation or dissolution, holders of our Common Stock are entitled to
share ratably in our distributable assets remaining after satisfaction of the prior preferential
rights of our Preferred Stock and the satisfaction of all of our debts and liabilities. Holders of
our Common Stock do not have preemptive rights.
The dividend and liquidation rights of holders of our Common Stock are specifically limited by
the terms of the outstanding Preferred Stock, which in general provide that no dividends will be
declared or paid on the Common Stock unless the accrued dividends on each series of outstanding
Preferred Stock have been fully paid or declared and set apart for payment, and that in the event
of any liquidation, dissolution or winding up of our company, the holders of each series of
outstanding Preferred Stock will be entitled to receive out of our assets available for
distribution to stockholders the liquidation preference of that series before any amount is
distributed to holders of Common Stock.
Certain Maryland Law Provisions
As a Maryland corporation, we are subject to certain restrictions concerning certain “business
combinations” (including a merger, consolidation, share exchange or, in certain circumstances, an
asset transfer or issuance or reclassification of equity securities) between us and an “interested
stockholder.” Interested stockholders are persons: (i) who beneficially own 10% or more of the
voting power of our outstanding voting stock, or (ii) who are affiliates or associates of us who, at any time within
the two-year period prior to the date in question, were the beneficial owners of 10% or more of the
voting power of our outstanding stock. Such business combinations are prohibited for five years after the most
recent date on which the interested stockholder became an interested stockholder. Thereafter, any
such business combination must be recommended by the board of directors and approved by the
affirmative vote of at least: (i) 80% of the votes entitled to be cast by holders of the
outstanding voting shares voting together as a single voting group, and
(ii) two-thirds of the votes entitled
to be cast by holders of the outstanding voting shares other than
voting shares held by the interested
stockholder or an affiliate or associate of the interested stockholder with whom the business
combination is to be effected, unless, among other things, the corporation’s stockholders receive a
minimum price for their shares and the consideration is received in
the form of cash or other consideration in the same form as
previously paid by the interested stockholder for its shares. These provisions of Maryland law do
not apply, however, to business combinations that are approved or exempted by the board of
directors prior to the time that the interested stockholder becomes an interested stockholder.
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Also under Maryland law, “control shares” of a Maryland corporation acquired in a “control
share acquisition” have no voting rights except to the extent approved by a vote of two-thirds of
the votes entitled to be cast on the matter, excluding shares owned
by the acquirer or by officers or directors who are employees of the
corporation. “Control shares” are shares of stock which, if aggregated with all other shares of stock
owned by the acquirer or shares of stock for which the acquirer is able to exercise or direct the
exercise of voting power except solely by virtue of a revocable proxy, would entitle the acquirer
to exercise voting power in electing directors within one of the following ranges of voting power:
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one-tenth or more but less than one-third, |
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one-third or more but less than a majority, or |
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a majority or more of all voting power. |
Control shares do not include shares the acquiring person is then entitled to vote as a result
of having previously obtained stockholder approval. A “control share acquisition” means, subject
to certain exceptions, the acquisition of, ownership of or the power to direct the exercise of
voting power with respect to, control shares.
The control share acquisition statute does not apply to shares acquired in a merger,
consolidation or share exchange if the corporation is a party to the transaction or to acquisitions
approved or exempted by the charter or bylaws of the corporation. Our bylaws contain a provision
exempting from the control share acquisition statute any acquisitions by any person of
shares of our stock.
Under Title 3, Subtitle 8 of the Maryland General Corporation Law, a Maryland corporation that
has a class of equity securities registered under the Securities Exchange Act of 1934 and that has
at least three directors who are not officers or employees of the corporation, are not
acquiring persons, are not directors, officers, affiliates or
associates of any acquiring person, or are not nominated or
designated as a director by an acquiring
person, may elect in its charter or bylaws or by resolution of its board of directors to be subject
to certain provisions of Subtitle 8 that may have the effect of delaying or preventing a change in
control of the corporation. These provisions relate to a classified board of directors, removal of
directors, establishing the number of directors, filling vacancies on the board of directors and
calling special meetings of the corporation’s stockholders. We have not made the election to be
governed by these provisions of Subtitle 8 of the Maryland General Corporation Law. However, our
Articles of Restatement, referred to herein as our “charter,” and our bylaws permit our board of
directors to determine the number of directors subject to a minimum number and other provisions
contained in such documents.
Restrictions on Ownership and Transfer
Our charter contains ownership and transfer restrictions relating to our stock that are
designed primarily to preserve our status as a REIT. These restrictions include but are not
limited to the following:
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no person may beneficially own or constructively own shares of our outstanding
“equity stock” (defined as stock that is either common stock or preferred stock) with a
value in excess of 9.9% of the value of all outstanding equity stock unless our board of
directors exempts the person from such ownership limitation, provided that any such
exemption shall not allow the person to exceed 13% of the value of our outstanding equity
stock; |
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any transfer that, if effective, would result in any person beneficially
owning or constructively owning equity stock with a value in excess of 9.9% of the value
of all outstanding equity stock (or such higher value not to exceed 13% as determined
pursuant to an exemption from our board of directors) shall be void as to the transfer of
that number of shares of equity stock which would otherwise be beneficially owned or
constructively owned by such person in excess of such ownership limit; and the intended
transferee shall acquire no rights in such excess shares of equity stock; |
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except as provided in the charter, any transfer that, if effective, would
result in the equity stock being beneficially owned by fewer than 100 persons shall be
void as to the transfer of that number of shares which would be otherwise beneficially
owned or constructively owned by the transferee; and the intended transferee shall acquire
no rights in such excess shares of equity stock; and |
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any transfer of shares of equity stock that, if effective, would result in us
being “closely held” within the meaning of Section 856(h)
of the Internal Revenue Code of 1986
shall be void as to the transfer of that number of shares of equity stock which would
cause us to be “closely held” within the meaning of Section 856(h) of the Internal Revenue
Code of 1986; and the intended transferee shall acquire no rights in such excess shares of equity
stock. |
Transfer Agent
The transfer agent and registrar for our Common Stock is Wells Fargo Bank, N.A., 161 North Concord Exchange, South St. Paul, Minnesota 55075.
Exchange Listing
Our Common Stock is listed for trading on the New York Stock Exchange under the symbol “UDR.”
Preferred Stock Purchase Rights
Pursuant to our First Amended and Restated Rights Agreement dated September 14, 1999, each
share of our Common Stock evidences one right to purchase from us one one-thousandth of a share of
our Series C Junior Participating Cumulative Redeemable Preferred Stock. Except with respect to
certain preferential rights, each one one-thousandth of a share of Series C Preferred Stock is
structured to be the equivalent of one share of Common Stock. The exercise price of the rights is
$45.00, subject to adjustment. The rights are not currently exercisable and no shares of Series C Preferred
Stock are currently outstanding.
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The rights will separate from the Common Stock and a distribution of certificates evidencing
the rights will occur upon the earlier of:
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10 business days following a public announcement that a person or group of
related persons has acquired, or obtained the right to acquire, beneficial ownership of
more than 15% of the outstanding shares of Common Stock, or |
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10 business days following the commencement of a tender offer or exchange
offer that would result in a person or group beneficially owning more than 15% of the
outstanding shares of Common Stock. |
Generally, the rights will become exercisable at the time of the distribution of certificates
evidencing the rights as set forth above. The rights will expire at the close of business on
February 4, 2008, unless we redeem or exchange them earlier.
The Series C Preferred Stock is junior to all other outstanding series of Preferred Stock in
respect of rights to receive dividends and to participate in distributions or payments in the event
of our liquidation, dissolution or winding up. The Series C Preferred Stock is senior to the
Common Stock and any other capital stock of United Dominion ranking,
as to dividends and upon liquidation, junior to the Series C
Preferred Stock.
Holders of shares of the Series C Preferred Stock will be entitled to receive, if, when and as
declared by our board of directors, out of legally available funds,
cumulative preferential cash dividends
payable quarterly in an amount per share equal to the greater of:
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$0.01 or |
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subject to adjustment set forth in the charter, 1,000 times the aggregate per share amount of all cash dividends, and 1,000
times the aggregate per share amount, payable in kind, of all non-cash dividends or other
distributions, other than dividends payable in shares of Common Stock, declared on the
Common Stock since the immediately preceding quarterly dividend payment date, or, with
respect to the first quarterly dividend payment date, since the first issuance of any
share or fraction of a share of Series C Preferred Stock. |
In the event of any liquidation, dissolution or winding up of United Dominion, the holders of
shares of Series C Preferred Stock are entitled to be paid out of our assets legally available for
distribution to our stockholders, subject to the prior preferential rights of our other Preferred
Stock ranking senior to the Series C Preferred Stock, a liquidation preference of $1,000 per share,
plus accrued and unpaid dividends thereon to the date of payment, which is referred to as the
“Series C Preferred Liquidation Preference.” After the payment to the holders of the shares of the
Series C Preferred Stock of the full Series C Preferred Liquidation Preference, the holders of the
Series C Preferred Stock as such shall have no right or claim to any of our remaining assets until
the holders of Common Stock shall have received an amount per share, referred to as the “common
adjustment,” equal to the quotient obtained by dividing the Series C Preferred
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Liquidation
Preference by 1,000, subject to adjustments as set forth in the
charter. Following the payment of the full amount of the Series C
Preferred Liquidation Preference, the full amount of any liquidation
preference payable to holders of any of our other shares of stock ranking on a parity
with the Series C Preferred Stock as to any liquidation
distribution, and the full amount of the common adjustment,
respectively, holders of shares of the
Series C Preferred Stock, such other shares and
shares of the Common Stock shall be entitled to receive their ratable and proportionate share of our remaining
assets to be distributed in the ratio of 1,000 (subject to adjustment
as set forth in our charter) to 1 with respect to the Series C
Preferred Stock, such other shares and the Common Stock, on a per
share basis, respectively. In the event that there are not sufficient assets available
after payment in full of the Series C Preferred Liquidation
Preference and such other liquidation preferences to permit payment in full of
the common adjustment, then the remaining assets shall be distributed ratably to the holders of the
Common Stock.
The outstanding shares of Series C Preferred Stock may be redeemed at the option of the board
of directors as a whole, but not in part, at any time, or from time to time, at a redemption price
per share equal to 1,000 (subject to certain adjustments as set forth in our charter) times the
Average Market Value of the Common Stock, plus all accrued and unpaid dividends to and including
the date fixed for redemption. The “Average Market Value” is the average of the closing sale
prices of a share of the Common Stock during the 30-day period immediately preceding the date
before the redemption date quoted on the Composite Tape for New York Stock Exchange Listed Stocks,
or, if the Common Stock is not quoted on the Composite Tape, on the New York Stock Exchange, or, if
the Common Stock is not listed on such exchange, on the principal United States registered
securities exchange on which the Common Stock is listed, or, if the Common Stock is not listed on
any such exchange, the average of the closing bid quotations with respect to a share of Common
Stock during such 30-day period on The Nasdaq Stock Market, or if no such quotations are available,
the fair market value of a share of Common Stock as determined by our board of directors in good
faith.
Each share of Series C Preferred Stock entitles its holder to 1,000 votes on all matters
submitted to a vote of our stockholders. In general, the holders of shares of Series C Preferred Stock and the
holders of shares of Common Stock vote together as one voting group
on all those matters. If the Series C Preferred Stock is listed or admitted to trading on
the New York Stock Exchange, approval by the holders of at least
two-thirds of the outstanding shares of the Series C Preferred
Stock will be required for adoption of any amendment to our charter
of bylaws that would materially affect the existing terms of the
Series C Preferred Stock.
Whenever dividends on any shares of Series C Preferred Stock are in arrears for six or more
consecutive quarterly periods, the holders of such shares, voting separately as a class with all other series of
Preferred Stock having like voting rights, will be entitled to vote
for the election of two additional directors of United Dominion at a
special meeting called by the holders of record of at least 10% of
the Series C Preferred Stock or the holders of any other series
of Preferred Stock so in arrears or at the next annual meeting of
stockholders, and at each subsequent annual meeting until all
dividends accumulated on such shares of Series C Preferred Stock
for the past dividend periods and the current dividend period shall
have been fully paid or declared and a sum sufficient for the
payment thereof set aside for payment. In such case, the entire board
of United Dominion will be increased by two directors.
The dividend rate on the Series C Preferred Stock, the common adjustment, the Series C
Preferred Stock redemption price and the number of votes per share of Series C Preferred Stock and
certain other terms of the Series C Preferred Stock are all subject to adjustment upon the
declaration of any dividend payable in Common Stock, subdivision of the outstanding Common Stock or
combination of the outstanding shares of Common Stock into a smaller number of shares.
The
Series C Preferred Stock is not convertible into or exchangeable
for any other property or securities of United Dominion except as
provided in Article VI of our charter.
Effective January 6, 2004, we appointed Wells Fargo Bank, N.A. as Rights Agent under the First
Amended and Restated Rights Agreement, replacing Mellon Investor Services LLC.
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8.60% Series B Cumulative Redeemable Preferred Stock
Relative Seniority
In respect of rights to receive dividends and to participate in distributions or payments in
the event of our liquidation, dissolution or winding up, the Series B Preferred Stock shall rank
senior to our Common Stock, Series C Preferred Stock, Series F Preferred Stock and any other
capital stock of United Dominion ranking junior to the Series B Preferred Stock as to dividends and
upon liquidation, and pari passu with the Series E Preferred Stock as set forth in our charter.
Voting Rights
Holders of our Series B Preferred Stock have no voting rights, except as described below or as
otherwise required by law.
Whenever
dividends on any shares of the Series B Preferred Stock have been in arrears for six or more
consecutive quarterly periods, the holders of such shares of Series B Preferred Stock, voting separately as a
class with all other series of Preferred Stock having similar voting rights, will be entitled to
vote for the election of two additional directors of United Dominion
at a special meeting called by the holders of record of at least 10%
of the Series B Preferred Stock or the holders of any other
series of Preferred Stock so in arrears or at the next annual meeting
of stockholders, and at each subsequent annual meeting until all
dividends accumulated on such shares of Series B Preferred Stock
for the past dividend periods and then current dividend period shall
have been fully paid or declared and a sum sufficient for the payment
thereof set aside for payment. In such case, the entire board of directors of United
Dominion will be increased by two directors.
Also, the vote of the holders of a majority of the
outstanding shares of our Series B Preferred Stock is required:
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to authorize or create, or increase the authorized or issued amount of, or
reclassify any authorized capital stock into, or create, authorize or issue any obligation
or security convertible into or evidencing the right to purchase shares of, any class or
series of capital stock ranking prior to the Series B Preferred Stock with respect to the
payment of dividends or the distribution of assets upon liquidation, or |
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to amend, alter or repeal the provisions of our charter, whether by merger,
consolidation or otherwise, so as to materially and adversely affect any right,
preference, privilege or voting power of the Series B Preferred Stock. |
Any increase in the amount of the authorized preferred stock or the creation or issuance of
any other series of preferred stock, or any increase in the amount of authorized shares of such
series, in each case ranking on a parity with or junior to the Series B Preferred Stock with
respect to payment of dividends or the distribution of assets upon liquidation, dissolution or
winding up, is not deemed to materially and adversely affect such rights, preferences, privileges
or voting powers of the Series B Preferred Stock.
So long as the Series B Preferred Stock is listed on the New York Stock Exchange, approval by
the holders of two-thirds of the outstanding shares of the Series B Preferred Stock will be
required for adoption of any amendment to our charter that would materially affect the existing
terms of the Series B Preferred Stock.
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Dividends
Holders of our Series B Preferred Stock are entitled to receive, when and as declared by our
board of directors out of funds legally available therefor, cumulative preferential cash dividends
at the rate of 8.60% of the liquidation preference of the Series B Preferred Stock (equivalent to
$2.15 per share) per annum, payable quarterly in arrears on the last day, or the next succeeding
business day, of each February, May, August and November, beginning August 31, 1997. The amount of
any dividend payable is computed on the basis of a 360-day year consisting of twelve 30-day months.
Dividends are payable to holders of record at the close of business on the fifteenth day of the
calendar month in which the applicable dividend payment date falls or such other date fixed by our
board of directors at the time of declaration of the dividend, which date shall be not more than 30
nor less than 10 days prior to the dividend payment date.
Dividends on our Series B Preferred Stock will accrue and be cumulative whether or not we have
earnings, whether or not such dividends are declared, and whether or not there are funds legally
available for the payment of such dividends. Accrued but unpaid dividends on the Series B
Preferred Stock will not bear interest. Holders of the Series B Preferred Stock will not be
entitled to any dividends in excess of full cumulative dividends as described herein.
No dividends on shares of the Series B Preferred Stock shall be declared by our board of
directors or paid or set apart for payment by us at such time as the terms and provisions of any of
our agreements, including any agreement relating to our indebtedness, prohibits such declaration,
payment or setting apart for payment or provides that such declaration, payment or setting apart
for payment would constitute a breach thereof or a default thereunder, or if such declaration or
payment is restricted or prohibited by law.
When dividends are not paid in full upon the shares of our Series B Preferred Stock and the
shares of any other series of our Preferred Stock ranking on a parity as to dividends with the
Series B Preferred Stock (or a sum sufficient for such full payment is not set apart therefor), all
dividends declared upon shares of our Series B Preferred Stock and any other series of our
Preferred Stock ranking on a parity as to dividends with the Series B Preferred Stock shall be
declared pro rata so that the amount of dividends declared per share on the Series B Preferred
Stock and such other series of our Preferred Stock shall in all cases bear to each other the same
ratio that accrued dividends per share on the shares of the Series B Preferred Stock and such other
series of our Preferred Stock bear to each other.
Except as provided above, unless full cumulative dividends on the Series B Preferred Stock
have been or contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof set apart for payment on the Series B Preferred Stock for all past dividend periods
and the then current dividend period, (a) no dividends shall be declared or paid or set aside for
payment on the Preferred Stock of United Dominion ranking, as to dividends, on a parity with or
junior to the Series B Preferred Stock for any
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period, and (b) no dividends (other than in junior stock) shall be declared or paid or set aside
for payment or other distribution or shall be declared or made upon any capital stock of United
Dominion ranking junior to or on a parity with the Series B Preferred Stock as to dividends or upon
liquidation, nor shall any capital stock of United Dominion ranking junior to or on a parity with
the Series B Preferred Stock as to dividends or upon liquidation be redeemed, purchased or
otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking
fund for the redemption of any shares of any such stock) by United Dominion (except by conversion
into or exchange for other capital stock of United Dominion ranking junior to the Series B
Preferred Stock as to dividends and upon liquidation).
Any dividend payment made on shares of the Series B Preferred Stock will first be credited
against the earliest accrued but unpaid dividend due with respect to such shares which remains
payable.
Liquidation Rights
In the event of our liquidation, dissolution or winding up, the holders of our Series B
Preferred Stock are entitled to be paid out of our assets legally available for distribution to our
stockholders a liquidation preference of $25.00 per share, plus accrued and unpaid dividends to the
date of payment, before any distribution is made to holders of Common Stock or any other capital
stock of United Dominion that ranks junior to the Series B Preferred Stock upon liquidation. After
payment of the full amount of the liquidating distributions to which they are entitled, the holders
of Series B Preferred Stock will have no right or claim to any of our remaining assets. Neither
the consolidation or merger of United Dominion with or into any other corporation or of any other
corporation with or into United Dominion, nor the sale, lease, transfer or conveyance of all or
substantially all of the property or business of United Dominion, shall be deemed to constitute a
liquidation, dissolution or winding up of United Dominion.
If, upon our dissolution, liquidation or winding up, the amounts payable with respect to the
liquidation preference on the Series B Preferred Stock and any other shares of United Dominion
ranking as to any such distribution on a parity with the Series B Preferred Stock are not paid in
full, the holders of the Series B Preferred Stock and of such other shares will share ratably in
any such distribution of our assets in proportion to the full respective liquidation preferences to
which they are entitled.
Redemption
The Series B Preferred Stock is not redeemable prior to May 29, 2007. On and after May 29,
2007, we may, at our option upon not less than 30 nor more than 60 days’ written notice, redeem
shares of the Series B Preferred Stock, in whole or in part, at any time or from time to time, for
cash at a redemption price of $25.00 per share, plus all accrued and unpaid dividends thereon to
and including the date fixed for redemption, without interest. The redemption price of the Series
B Preferred Stock (other than the portion thereof consisting of accrued and unpaid dividends) is
payable solely out of the
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sale proceeds of other capital stock of United Dominion, and from no other source. If notice of
redemption of any shares of Series B Preferred Stock has been given and if the funds necessary for
such redemption have been set aside by United Dominion in trust for the benefit of the holders of
any shares of Series B Preferred Stock so called for redemption, then from and after the redemption
date dividends will cease to accrue on such shares of Series B Preferred Stock, such shares of
Series B Preferred Stock shall no longer be deemed outstanding and all rights of the holders of
such shares will terminate, except the right to receive the redemption price. If less than all the
outstanding Series B Preferred Stock is to be redeemed, the Series B Preferred Stock to be redeemed
shall be selected pro rata (as nearly as may be practicable without creating fractional shares) or
by any other equitable method determined by United Dominion.
Unless full cumulative dividends on all shares of Series B Preferred Stock have been or
contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof
set apart for payment for all past dividend periods and the then current dividend period, no Series
B Preferred Stock shall be redeemed (unless all outstanding shares of Series B Preferred Stock are
simultaneously redeemed) or purchased or otherwise acquired directly or indirectly (except by
exchange for junior stock); provided, however, that the foregoing shall not prevent the exchange of
Series B Preferred Stock pursuant to Article VI of our charter or the purchase or acquisition of
Series B Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders
of all outstanding shares of Series B Preferred Stock.
If the redemption date for the Series B Preferred Stock is after a dividend record date and
before the related dividend payment date, the dividend payable on such dividend payment date will
be paid to the holder in whose name the shares of the Series B Preferred Stock to be redeemed are
registered at the close of business on such dividend record date notwithstanding the redemption
thereof between such dividend record date and the related dividend payment date or our default in
the payment of the dividend due. Except as provided above, we will make no payment or allowance for
unpaid dividends, whether or not in arrears, on called Series B Preferred Stock.
The Series B Preferred Stock has no stated maturity and is not subject to any sinking fund
or mandatory redemption.
Conversion
The Series B Preferred Stock is not convertible into or exchangeable for any other property or
securities of United Dominion except as otherwise provided in our charter.
Restrictions on Ownership and Transfer
Our charter contains ownership and transfer restrictions relating to our stock that are
designed primarily to preserve our status as a REIT. These restrictions are discussed in more
detail above under the heading “Common Stock—Restrictions on Ownership and Transfer.”
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Transfer Agent
The
transfer agent and registrar for our Series B Preferred Stock is Wells Fargo Bank, N.A., 161 North Concord Exchange, South St. Paul, Minnesota 55075.
Exchange Listing
Our Series B Preferred Stock is listed for trading on the New York Stock Exchange under the
symbol “UDRpb.”
Item 2. Exhibits.
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| Exhibit No. |
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Description |
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3.1
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Articles of Restatement (incorporated by reference to Exhibit
3.09 to the Company’s Current Report on Form 8-K dated July
27, 2005 and filed with Commission on August 1, 2005 (Commission File
No. 1-10524)). |
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3.2
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Amended and Restated Bylaws (as amended through May 4, 2004)
(incorporated by reference to Exhibit 3.02 to the Company’s
Annual Report on Form 10-K for the year ended December 31,
2004 (Commission File No. 1-10524)). |
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4.1
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Form of Common Stock Certificate. |
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4.2
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Form of Certificate of Shares of 8.60% Series B Cumulative
Redeemable Preferred Stock (incorporated by reference to
Exhibit I(e) to the Company’s Registration Statement on Form
8-A dated June 10, 1997 and filed with the Commission on June
11, 1997 (Commission File No. 1-10524)). |
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4.3
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First Amended and Restated Rights Agreement dated as of
September 14, 1999 (incorporated by reference to Exhibit
4(i)(d)(A) to the Company’s Quarterly Report on Form 10-Q for
the quarter ended September 30, 1999 (Commission File No.
1-10524)). |
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4.4
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Form of Rights Certificate (incorporated by reference to
Exhibit 4(e) to the Company’s Registration Statement on Form
8-A dated and filed with the Commission on February 4, 1998). |
11
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
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UNITED DOMINION REALTY TRUST, INC.
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| Date: November 7, 2005 |
/s/ Christopher D. Genry
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Christopher D. Genry |
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Executive Vice President-Corporate
Strategy and Chief Financial Officer |
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12
EXHIBIT INDEX
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| Exhibit No. |
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Description |
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3.1
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Articles of Restatement (incorporated by reference to Exhibit
3.09 to the Company’s Current Report on Form 8-K dated July
27, 2005 and filed with Commission on August 1, 2005 (Commission File
No. 1-10524)). |
|
|
|
3.2
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Amended and Restated Bylaws (as amended through May 4, 2004)
(incorporated by reference to Exhibit 3.02 to the Company’s
Annual Report on Form 10-K for the year ended December 31,
2004 (Commission File No. 1-10524)). |
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4.1
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Form of Common Stock Certificate. |
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4.2
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Form of Certificate of Shares of 8.60% Series B Cumulative
Redeemable Preferred Stock (incorporated by reference to
Exhibit I(e) to the Company’s Registration Statement on Form
8-A dated June 10, 1997 and filed with the Commission on June
11, 1997 (Commission File No. 1-10524)). |
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4.3
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First Amended and Restated Rights Agreement dated as of
September 14, 1999 (incorporated by reference to Exhibit
4(i)(d)(A) to the Company’s Quarterly Report on Form 10-Q for
the quarter ended September 30, 1999 (Commission File No.
1-10524)). |
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4.4
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Form of Rights Certificate (incorporated by reference to
Exhibit 4(e) to the Company’s Registration Statement on Form
8-A dated and filed with the Commission on February 4, 1998). |