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): December 18, 2001 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.) 1745 Shea Center Drive, 4th Floor, Highlands Ranch, Colorado 80126 (Address of principal executive offices) Registrant's telephone number, including area code: (720) 344-5101 400 East Cary Street, Richmond, Virginia 23219 (Former address, if changed since last report) Item 5. Other Events United Dominion Realty Trust, Inc. (the "Company") is filing this Current Report on Form 8-K in connection with the issuance of 4,100,000 shares of its Common Stock , together with up to an additional 615,000 shares issuable upon exercise of the underwriter's overallotment option, pursuant to a prospectus supplement dated December 18, 2001 (the "Prospectus Supplement") to the prospectus dated December 23, 1999 included in the Company's registration statement on Form S-3 (File No. 333-92667), which was effective on December 23, 1999. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits Exhibit No. Description ----------- ---------------------------------------------------------- 1 Underwriting Agreement, dated December 18, 2001, between Salomon Smith Barney Inc. and the Registrant 5 Opinion of Hunton & Williams 23 Consent of Hunton & Williams (contained in the opinion filed as Exhibit 5 hereto) 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: December 21, 2001 By /s/ Christopher D. Genry --------------------------------------- Christopher D. Genry Executive Vice President and Chief Financial Officer Dated: December 21, 2001 By /s/ Scott A. Shanaberger --------------------------------------- Scott A. Shanaberger Vice President and Chief Accounting Officer EXHIBIT INDEX Exhibit No. Description 1 Underwriting Agreement, dated December 18, 2001, between Salomon Smith Barney Inc. and the Registrant 5 Opinion of Hunton & Williams 23 Consent of Hunton & Williams (contained in the opinion filed as Exhibit 5 hereto)