SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): March 19, 2002
UNITED DOMINION REALTY TRUST, INC.
(Exact name of registrant as specified in charter)
Virginia 1-10524 54-0857512
(State of other jurisdiction (Commission (IRS employer
of incorporation) file number) identification no.)
400 East Cary Street, Richmond, Virginia 23219
(Address of principal executive offices)
Registrant's telephone number, including area code: (804) 780-2691
Item 5. Other Events
On March 14, 2002, United Dominion Realty Trust, Inc. (the "Company"),
United Dominion Realty, L.P., and Heritage Communities L.P. entered into a
placement agency agreement with Merrill Lynch, Pierce, Fenner & Smith
Incorporated (the "Placement Agent") pursuant to which the Placement Agent
placed 3,000,000 shares of the common stock, at a price of $14.91 per share,
with Cohen & Steers Capital Management, Inc., on behalf of its investment
advisory clients. In connection therewith, the Company entered into a purchase
agreement with Cohen & Steers Capital Management, Inc. pursuant to which it
agreed to sell such shares for an aggregate purchase price of $44,730,000. The
Company paid to the Placement Agent a fee of $2,292,412.50 under the placement
agency agreement and estimates its expenses in connection with this sale to be
approximately $150,000. Copies of the placement agency agreement and the
purchase agreement are attached as exhibits hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Exhibit No. Description
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10.1 Placement Agency Agreement, dated March 14, 2002, among the
Company, United Dominion Realty, L.P., Heritage Communities
L.P. and Merrill Lynch, Pierce, Fenner & Smith Incorporated
10.2 Purchase Agreement, dated March 14, 2002, between the
Company and Cohen & Steers Capital Management, Inc., on
behalf of its investment advisory clients
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SIGNATURE
Pursuant to the requirements of the Securities 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.
Dated: March 19, 2002 By /s/ Christopher D. Genry
Christopher D. Genry
Executive Vice President and
Chief Financial Officer
Dated: March 19, 2002 By /s/ Scott A. Shanaberger
Scott A. Shanaberger
Vice President and Chief
Accounting Officer
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EXHIBIT INDEX
Exhibit No. Description
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10.1 Placement Agency Agreement, dated March 14, 2002, among the
Company, United Dominion Realty, L.P., Heritage Communities
L.P. and Merrill Lynch, Pierce, Fenner & Smith Incorporated
10.2 Purchase Agreement, dated March 14, 2002, between the Company
and Cohen & Steers Capital Management, Inc., on behalf of its
investment advisory clients
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