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): February 9, 2006
UNITED DOMINION REALTY TRUST, INC.
(Exact name of registrant as specified in charter)
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Maryland
(State or other jurisdiction of
Incorporation)
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1-10524
(Commission File Number)
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54-0857512
(I.R.S. Employer
Identification No.) |
1745
Shea Center Drive, Suite 200, Highlands Ranch, Colorado
80129
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (720) 283-6120
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
ITEM 1.01.
Entry into a Material Definitive Agreement.
On
February 10, 2006, the Board of Directors of
United Dominion Realty Trust, Inc. (the “Company”), approved the
Company’s Series D Out-Performance Program, pursuant to which certain
of our executive officers and other key employees may be given the
opportunity to invest in performance shares of United Dominion
Realty, L.P., a Delaware limited partnership in which we are the
general partner, and the 2006 PARS Program, under which participants are awarded a number of shares
of common stock with a target grant date value equal to a percentage of the participant’s base salary. The
shares of common stock are performance contingent stock awards and are issued under the Company’s 1999 Long-Term
Incentive Plan. The Series D out-performance shares that the
Company intends to offer under the
Series D Out-Performance Program will constitute a new series of
out-performance shares issued under our New Out-Performance Program
approved by our stockholders at our Annual Meeting of Stockholders on
May 3, 2005.
A
description of the New Out-Performance Program is attached as Exhibit
10.01 to our Current Report on Form 8-K dated May 3, 2005 and
filed with the Securities and Exchange Commission on May 9, 2005
(Commission File No. 1-10524) and is incorporated herein by
reference. A description of the Series D Out-Performance Program
is attached to this report as Exhibit 10.2 and is incorporated
herein by reference.
The 2006 PARS Program will
commence as of January 1, 2006 and could result in a maximum pay-out of $4.7 million
if the Company’s performance is at 100% of the targeted Funds From Operations and performance percentile. The Company’s 1999 Long-Term Incentive Plan
is attached as Exhibit 99.5 to the Company’s Current Report on Form 8-K dated December 31, 2004 and
filed with the Securities and Exchange Commission on January 11, 2005 (Commission File No. 1-10524) and is incorporated herein by
reference.
ITEM 5.02.
Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On
February 9, 2006, the Board of Directors of the Company appointed Thomas C.
Wajnert to the Company’s Board of Directors, effective
February 9, 2006, filling the vacancy created by the increase in
the size of the Board of Directors by the amendment to the
Company’s Amended and Restated Bylaws described in
Item 5.03 of this report. As of the filing date of this report, the committees of the Board of Directors to which Mr. Wajnert will
be named have not been determined. A copy of the press release dated
February 15, 2006, announcing the appointment of Mr. Wajnert to the
Company’s Board of Directors is attached to this report
as Exhibit 99.1 and is incorporated herein by reference.
ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
February 9, 2006, the Board of Directors of the Company approved an amendment to the Company’s Amended and Restated Bylaws to increase the
number of directors constituting the Board of Directors of the Company from ten to eleven. The
amendment, which amends Section 3.1 of the Company’s Amended and Restated Bylaws,
is effective as of February 9, 2006. A copy of the amendment is attached to this report as
Exhibit 3.2 and is incorporated herein by reference.
ITEM 8.01.
Other Events.
On
February 14, 2006, the Company announced that its Board of
Directors approved a 4.2% increase in its annual common stock
dividend for 2006 to $1.25 per share. A copy of the press
release announcing the increase in the annual common stock dividend
is attached as Exhibit 99.2 to this report and is incorporated
herein by reference.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. |
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Description |
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3.1
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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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3.2
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Amendment No. 1 to Amended and Restated Bylaws. |
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10.1
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Description of the Company’s
New Out-Performance Program (incorporated by reference to Exhibit
10.01 to the Company’s Current Report on Form 8-K dated May 3,
2005 and filed with the Securities and Exchange Commission on May 9,
2005, Commission File No. 1-10524). |
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10.2
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Description of the Series D
Out-Performance Program. |
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10.3
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1999 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.5 to the Company’s
Current Report on Form 8-K dated December 31, 2004 and filed with the Securities and Exchange Commission on
January 11, 2005, Commission File No. 1-10524). |
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99.1 |
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Press Release dated February 15,
2006 regarding the appointment of Thomas C. Wajnert to the Board of
Directors. |
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99.2 |
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Press Release dated February 14,
2006 regarding common stock dividend increase. |