-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O/GSoEEpsypd/lbJnuIKVUgSL8J7ed5f6YA/y6RWMB7AWz0fFLYGNEwCrpeYFBup 0auRM+FDMBJ1z7t5Je2GGg== 0000902561-01-500217.txt : 20010830 0000902561-01-500217.hdr.sgml : 20010830 ACCESSION NUMBER: 0000902561-01-500217 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010829 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED DOMINION REALTY TRUST INC CENTRAL INDEX KEY: 0000074208 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 540857512 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-20857 FILM NUMBER: 1727198 BUSINESS ADDRESS: STREET 1: 400 EAST CARY STREET CITY: RICHMOND STATE: VA ZIP: 23219-3802 BUSINESS PHONE: 8047802691 MAIL ADDRESS: STREET 1: 400 EAST CARY STREET CITY: RICHMOND STATE: VA ZIP: 23219-3802 FORMER COMPANY: FORMER CONFORMED NAME: OLD DOMINION REAL ESTATE INVESTMENT TRUS DATE OF NAME CHANGE: 19741216 FORMER COMPANY: FORMER CONFORMED NAME: OLD DOMINION REAL ESTATE INVESTMENT TRUST DATE OF NAME CHANGE: 19850110 FORMER COMPANY: FORMER CONFORMED NAME: OLD DOMINION REIT ONE DATE OF NAME CHANGE: 19770921 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SECURITY CAPITAL GROUP INC/ CENTRAL INDEX KEY: 0000923687 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 363692698 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 125 LINCOLN AVE CITY: SANTA FE STATE: NM ZIP: 87501 BUSINESS PHONE: 5059829292 MAIL ADDRESS: STREET 1: 125 LINCOLN AVE CITY: SANTA FE STATE: NM ZIP: 87501 FORMER COMPANY: FORMER CONFORMED NAME: SECURITY CAPITAL REALTY INC ET AL DATE OF NAME CHANGE: 19940524 SC 13G 1 form13g.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (RULE 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )* United Dominion Realty Trust, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $1 par value per share - ------------------------------------------------------------------------------- (Title of Class of Securities) 910197102 -------------------------------------- (CUSIP Number) August 20, 2001 - ------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - -------------------- ----------------- CUSIP No. 910197102 13G Page 2 of 5 Pages - -------------------- ----------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Security Capital Preferred Growth Incorporated - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Maryland - ------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 12,307,692 shares of Common Stock OWNED BY ---------------------------------------------------------- EACH 6 SHARED VOTING POWER REPORTING PERSON -0- shares of Common Stock WITH ---------------------------------------------------------- 7 SOLE DISPOSITIVE POWER 12,307,692 shares of Common Stock ---------------------------------------------------------- 8 SHARED DISPOSITIVE POWER -0- shares of Common Stock - ------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,307,692 shares of Common Stock - ------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] - ------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.9% of the Common Stock - ------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS Item 1 (a). Name of Issuer: United Dominion Realty Trust, Inc. (b). Address of Issuer's Principal Executive Offices: 400 East Cary Street, Richmond, Virginia 23219-3802 Item 2 (a). Name of Person Filing: Security Capital Preferred Growth Incorporated, a corporation organized and existing under the laws of Maryland ("SC-PG"). (b). Address of Principal Business Office or, if None, Residence: 11 South LaSalle Street, 2nd Floor, Chicago, Illinois 60603 (c). Citizenship: Maryland (d). Title of Class of Securities: Common Stock, $1 par value per share ("Common Stock") (e). CUSIP Number: 910197102 Item 3 If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act; (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act; (c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act; (d) [ ] Investment company registered under Section 8 of the Investment Company Act; (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] An parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership. (a). Amount Beneficially Owned: SC-PG beneficially owns 12,307,692 shares of Common Stock, consisting of the number of shares that SC-PG has the right to acquire upon the conversion of its 8,000,000 shares of Series D Cumulative Convertible Redeemable Preferred Stock. Page 3 of 5 (b). Percent of Class: 10.9% of the Common Stock determined in accordance with the provisions of Rule 13d-1 promulgated under the Act. (c). Number of shares as to which such person has: (i). Sole power to vote or to direct the vote: SC-PG has the sole power to vote or direct the vote of 12,307,692 shares of Common Stock. (ii). Shared power to vote or to direct the vote: None. (iii). Sole power to dispose or to direct the disposition of: SC-PG has the sole power to dispose or to direct the disposition of 12,307,692 shares of Common Stock. (iv). Shared power to dispose or to direct the disposition of: None. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of a Group. Not applicable. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 4 of 5 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: August 28, 2001. SECURITY CAPITAL PREFERRED GROWTH INCORPORATED By: /S/ DAVID T. NOVICK ------------------------------------------ Name: David T. Novick Title: Vice President Page 5 of 5 -----END PRIVACY-ENHANCED MESSAGE-----