UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): March 11, 2004
UNITED DOMINION REALTY TRUST, INC.
(Exact Name of Registrant as Specified in Charter)
| Maryland | 1-10524 | 54-0857512 | ||
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| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS 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
Item 5. Other Events.
On March 11, 2004, United Dominion Realty Trust, Inc. (the “Company”) entered into a Second Amendment to Distribution Agreement with J.P. Morgan Securities Inc., Banc of America Securities LLC, Goldman, Sachs & Co., McDonald Investments Inc., Citigroup Global Markets Inc. (f/k/a Salomon Smith Barney Inc.) and Wachovia Capital Markets, LLC (f/k/a Wachovia Securities Inc.) (collectively, the “Agents”). The Second Amendment amends the Distribution Agreement, dated February 24, 2003, by and between the Company and the Agents, as amended by the First Amendment to Distribution Agreement, dated as of November 7, 2003, to increase the aggregate initial offering price of the Company’s Medium-Term Notes Due Nine Months or More From Date of Issue (the “Notes”) from $500,000,000 to $700,000,000. The Second Amendment to Distribution Agreement dated March 11, 2004, is attached hereto and incorporated herein by reference as Exhibit 1.03.
Morrison & Foerster LLP, as counsel to the Company, has issued its validity opinion with respect to the Notes, which opinion is attached hereto and incorporated herein by reference as Exhibit 5.01.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
| (c) | Exhibits |
| Exhibit No. | Description | |
| 1.01 | Distribution Agreement dated February 24, 2003.(1) | |
| 1.02 | First Amendment to Distribution Agreement dated November 7, 2003.(2) | |
| 1.03 | Second Amendment to Distribution Agreement dated March 11, 2004. | |
| 5.01 | Validity Opinion of Morrison & Foerster LLP. |
| (1) | Incorporated by reference to Exhibit 1.01 of registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on February 25, 2003 (File No. 1-10524). | |
| (2) | Incorporated by reference to Exhibit 1.02 of registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on November 12, 2003 (File No. 1-10524). |
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SIGNATURES
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. | ||||
| By: | /s/ Christopher D. Genry |
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| Christopher D. Genry | ||||
| Executive Vice President and Chief Financial Officer | ||||
Date: March 11, 2004
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 1.01 | Distribution Agreement dated February 24, 2003.(1) | |
| 1.02 | First Amendment to Distribution Agreement dated November 7, 2003.(2) | |
| 1.03 | Second Amendment to Distribution Agreement dated March 11, 2004. | |
| 5.01 | Validity Opinion of Morrison & Foerster LLP. |
| (1) | Incorporated by reference to Exhibit 1.01 of registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on February 25, 2003 (File No. 1-10524). | |
| (2) | Incorporated by reference to Exhibit 1.02 of registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on November 12, 2003 (File No. 1-10524). |