UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES ACT OF 1934
 
UDR, INC.
(Exact name of registrant as specified in its charter)
     
Maryland   54-0857512
(State of incorporation or organization)   (I.R.S. Employer Identification No.)
1745 Shea Center Drive, Suite 200, Highlands Ranch, Colorado 80129
(Address of principal executive offices)(Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
     
    Name of Each Exchange on Which
Title of Each Class to be so Registered   Each Class is to be Registered
     
6.75% Series G Cumulative   New York Stock Exchange
Redeemable Preferred Stock,    
no par value    
     If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. þ
     If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o
     Securities Act registration statement file number to which this form relates:           333-131278
Securities to be registered pursuant to Section 12(g) of the Act: None
 
 

 


 

INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED
     A description of the 6.75% Series G Cumulative Redeemable Preferred Stock, no par value, liquidation preference $25.00 per share, which are to be registered under this registration statement, is contained under the caption “Description of the Series G Preferred Stock” in the Prospectus Supplement, dated May 23, 2007, to the Prospectus, dated January 25, 2006, constituting a part of the Registration Statement on Form S-3 (File No. 333-131278) of UDR, Inc., filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. This description and the related information contained under the caption “Description of Preferred Stock” in the Prospectus, dated January 25, 2006, are incorporated by reference into this registration statement.
ITEM 2. EXHIBITS
     The exhibits to this registration statement are listed in the Exhibit Index, which appears after the signature page and is incorporated herein by reference.

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SIGNATURE
     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
             
    UDR, Inc.    
    (Registrant)    
 
           
Date: May 30, 2007
  By:   /s/ David L. Messenger    
 
  Name:  
 
David L. Messenger
   
 
  Title:   Senior Vice President and Chief Accounting Officer    

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EXHIBIT INDEX
     
EXHIBIT    
NO.   DESCRIPTION
3.1
  Articles of Restatement (incorporated by reference to Exhibit 3.09 to the Company’s Current Report on Form 8-K dated July 27, 2005 and filed with the SEC on August 1, 2005 (Commission File No. 1-10524)).
 
   
3.2
  Articles of Amendment to the Articles of Restatement dated and filed with the State Department of Assessments and Taxation of the State of Maryland on March 14, 2007 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated March 14, 2007 and filed with the SEC on March 15, 2007 (Commission File No. 1-10524)).
 
   
3.3
  Amended and Restated Bylaws (as amended through March 14, 2007) (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K dated March 14, 2007 and filed with the SEC on March 15, 2007 (Commission File No. 1-10524)).
 
   
3.4
  Articles Supplementary establishing the rights and preferences of the Company’s 6.75% Series G Cumulative Redeemable Preferred Stock, dated and filed with the State Department of Assessments and Taxation of the State of Maryland on May 30, 2007.
 
   
4.1
  Form of Certificate for Shares of the Company’s 6.75% Series G Cumulative Redeemable Preferred Stock.

 

 

Exhibit 3.4
UDR, INC.
ARTICLES SUPPLEMENTARY
6.75% SERIES G CUMULATIVE REDEEMABLE PREFERRED STOCK
          UDR, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “SDAT”) that:
          FIRST: Under the authority contained in the charter of the Corporation (the “Charter”), and pursuant to authority vested by the Board of Directors of the Corporation (the “Board”) in the Executive Committee of the Board (the “Executive Committee”) by unanimous written consent, the Executive Committee has classified and designated 6,000,000 shares (the “Shares”) of Preferred Stock (as defined in the Charter), no par value per share, of the Corporation as shares of 6.75% Series G Cumulative Redeemable Preferred Stock, with the following preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption, which upon any restatement of the Charter, shall be deemed to be part of Article V of the Charter, with any necessary or appropriate changes to the enumeration or lettering of sections or subsections hereof:
6.75% Series G Cumulative Redeemable Preferred Stock
     1.  Designation and Number . A series of preferred stock, designated as the “6.75% Series G Cumulative Redeemable Preferred Stock” (the “Series G Preferred”), is hereby established. The number of shares of the Series G Preferred shall be 6,000,000.
     2.  Relative Seniority . The Series G Preferred will, with respect to rights to receive dividends and to participate in distributions or payments upon liquidation, dissolution or winding up of the Corporation, rank (a) senior to the Common Stock (as defined in the Charter) and any other capital stock of the Corporation, now or hereafter issued and outstanding, the terms of which provide that such capital stock ranks, as to dividends and upon liquidation, dissolution or winding up of the Corporation, junior to such Series G Preferred (the “Junior Shares”), (b) on a parity with the Corporation’s Series E Cumulative Convertible Preferred Stock and any other capital stock of the Corporation, now or hereafter issued and outstanding, other than the capital stock referred to in clauses (a) and (c) (the “Parity Shares”); and (c) junior to all capital stock of the Corporation the terms of which specifically provide that such capital stock ranks senior to the Series G Preferred.
     3.  Dividends . (a) Holders of the then outstanding shares of Series G Preferred shall be entitled to receive, when, as and if authorized by the Board and declared by the Corporation, out of funds legally available for payment of dividends, cumulative cash dividends at the rate of 6.75% per annum of the $25.00 liquidation preference of each share of Series G Preferred (equivalent to $1.6875 per annum per share); provided, however, that if following a “Change of Control” (as hereinafter defined), the Series G Preferred is not listed on the New York Stock Exchange (“NYSE”) or the American Stock Exchange (“AMEX”), or quoted on NASDAQ (or listed or quoted on a successor exchange or quotation system), holders of the then outstanding

 


 

shares of Series G Preferred will be entitled to receive, when, as and if authorized by the Board and declared by the Corporation, out of funds legally available for the payment of dividends, cumulative cash dividends from, but not including, the first date on which both the Change of Control has occurred and the Series G Preferred Stock is not so listed or quoted, at the rate of 7.75% per annum of the $25.00 liquidation preference of each share of Series G Preferred (equivalent to $1.9375 per annum per share), for as long as the Series G Preferred is not so listed on the NYSE or AMEX or quoted on NASDAQ (or listed or quoted on a successor exchange or quotation system) (the “Special Dividend Rate”).
          (b) Dividends on each outstanding share of Series G Preferred shall be cumulative from and including the date of original issuance or, with respect to the Special Dividend Rate, from, but not including, the first date on which both a Change of Control has occurred and the Series G Preferred is not listed on the NYSE or AMEX, or quoted on NASDAQ (or listed or quoted on a successor exchange or quotation system), and shall be payable quarterly in equal amounts in arrears on the 30th of each January, April, July and October, commencing on July 30, 2007 (each such day being hereinafter called a “Series G Dividend Payment Date”) at the then applicable annual rate; provided, however, that if any Series G Dividend Payment Date falls on any day other than a Business Day (as hereinafter defined), the dividend which would otherwise have been payable on such Series G Dividend Payment Date may be paid on the next succeeding Business Day with the same force and effect as if paid on such Series G Dividend Payment Date, and no interest or other sums shall accrue on the amount so payable from such Series G Dividend Payment Date to such next succeeding Business Day. Each dividend is payable to holders of record as they appear on the stock records of the Corporation at the close of business on the record date, not exceeding 30 days preceding the applicable Series G Dividend Payment Date, as shall be fixed by the Board. Dividends shall accumulate from the most recent Series G Dividend Payment Date to which dividends have been paid, whether or not there shall be funds legally available for the payment of such dividends, whether the Corporation has earnings or whether such dividends are authorized. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on the Series G Preferred that may be in arrears. Holders of the Series G Preferred shall not be entitled to any dividends, whether payable in cash, property or stock, in excess of full cumulative dividends, as herein provided, on the Series G Preferred. Dividends payable on the Series G Preferred for any period greater or less than a full dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends payable on the Series G Preferred for each full dividend period will be computed by dividing the applicable annual dividend rate by four.
          (c) No dividends on the Series G Preferred shall be authorized and declared by the Board or paid or set apart for payment by the Corporation at such time as the terms and provisions of any agreement of the Corporation, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law.
          (d) So long as any shares of Series G Preferred are outstanding, no dividends, except as described in the immediately following sentence, shall be authorized and declared or paid or set apart for payment on any series or class or classes of Parity Shares for any period unless full cumulative dividends have been declared and paid or are contemporaneously declared

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and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series G Preferred for all prior dividend periods. When dividends are not paid in full or a sum sufficient for such payment is not set apart, as aforesaid, all dividends authorized and declared upon the Series G Preferred and all dividends authorized and declared upon any other series or class or classes of Parity Shares shall be authorized and declared ratably in proportion to the respective amounts of dividends accumulated and unpaid on the Series G Preferred and such Parity Shares.
          (e) So long as any shares of Series G Preferred are outstanding, no dividends (other than dividends or distributions paid solely in Junior Shares of, or in options, warrants or rights to subscribe for or purchase, Junior Shares) shall be authorized and declared or paid or set apart for payment or other distribution authorized and declared or made upon Junior Shares, nor shall any Junior Shares be redeemed, purchased or otherwise acquired (other than a redemption, purchase or other acquisition of Common Stock made for purposes of and in compliance with requirements of an employee incentive or benefit plan of the Corporation or any subsidiary, or a conversion into or exchange for Junior Shares or redemptions for the purpose of preserving the Corporation’s qualification as a REIT (as defined in the Charter)), for any consideration (or any monies to be paid to or made available for a sinking fund for the redemption of any such shares) by the Corporation, directly or indirectly (except by conversion into or exchange for Junior Shares), unless in each case full cumulative dividends on all outstanding shares of Series G Preferred and any Parity Shares at the time such dividends are payable shall have been paid or set apart for payment for all past dividend periods with respect to the Series G Preferred and all past dividend periods with respect to such Parity Shares.
          (f) Any dividend payment made on the Series G Preferred shall first be credited against the earliest accrued but unpaid dividend due with respect to such shares which remains payable.
          (g) Except as provided herein, the Series G Preferred shall not be entitled to participate in the earnings or assets of the Corporation.
          (h) As used herein, the term “Business Day” shall mean any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in New York, New York are authorized or required by law, regulation or executive order to close.
               With respect to the Series G Preferred, a “Change of Control” shall be deemed to have occurred at such time as (i) the date a “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”)) becomes the ultimate “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person or group shall be deemed to have beneficial ownership of all shares of voting stock that such person or group has the right to acquire regardless of when such right is first exercisable), directly or indirectly, of voting stock representing more than 50% of the total voting power of the Corporation’s total voting stock; (ii) the date the Corporation sells, transfers or otherwise disposes of all or substantially all of its assets; or (iii) the date of the consummation of a merger or stock exchange of the Corporation with another entity where the Corporation’s stockholders immediately prior to the merger or stock exchange would not beneficially own, immediately after the merger or stock exchange, shares representing 50% or more of all votes (without consideration of the rights of any class of stock to elect directors by a

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separate group vote) to which all stockholders of the corporation issuing cash or securities in the merger or stock exchange would be entitled in the election of directors, or where members of the Board immediately prior to the merger or stock exchange would not immediately after the merger or stock exchange constitute a majority of the board of directors of the corporation issuing cash or securities in the merger or stock exchange.
                    As used herein, the term “dividend” does not include dividends payable solely in shares of Junior Shares on Junior Shares, or in options, warrants or rights to holders of Junior Shares to subscribe for or purchase any Junior Shares.
                    As used herein, the term “voting stock” shall mean stock of any class or kind having the power to vote generally in the election of directors.
     4.  Liquidation Rights . (a) In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, before any payment or distribution of the assets of the Corporation shall be made to or set apart for the holders of Junior Shares, the holders of the Series G Preferred shall be entitled to receive $25.00 per share (the “Liquidation Preference”) plus an amount per share equal to all dividends (whether or not earned or declared) accumulated and unpaid thereon to, but not including, the date of final distribution to such holders; but such holders of the Series G Preferred shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Corporation, the assets of the Corporation, or proceeds thereof, distributable among the holders of the Series G Preferred shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other Parity Shares, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series G Preferred and any such other Parity Shares ratably in accordance with the respective amounts that would be payable on such Series G Preferred and any such other Parity Shares if all amounts payable thereon were paid in full. For the purposes of this Section 4, none of (i) a consolidation or merger of the Corporation with one or more entities, (ii) a statutory stock exchange or (iii) a sale or transfer of all or substantially all of the Corporation’s assets shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Corporation.
          (b) Subject to the rights of the holders of Parity Shares, upon any liquidation, dissolution or winding up of the Corporation, after payment shall have been made in full to the holders of the Series G Preferred, as provided in this Section 4, any series or class or classes of Junior Shares shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series G Preferred shall not be entitled to share therein.
     5.  Redemption . (a) Except as otherwise permitted by the Charter and paragraph (b) below, the Series G Preferred shall not be redeemable by the Corporation prior to May 31, 2012. On and after May 31, 2012, the Corporation, at its option, upon giving notice as provided below, may redeem the Series G Preferred, in whole or in part, at any time and from time to time, for cash at a redemption price of $25.00 per share, plus any accumulated and unpaid dividends on the Series G Preferred (whether or not declared), to, but not including, the redemption date, without interest (the “Regular Redemption Right”).

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          (b) If at any time following a Change of Control (as defined in Section 3(h) above), the Series G Preferred is not listed on the NYSE or AMEX, or quoted on NASDAQ (or listed or quoted on a successor exchange or quotation system), the Corporation will have the option, upon giving notice as provided below, to redeem the Series G Preferred, in whole but not in part, within 90 days after the first date on which both the Change of Control has occurred and the Series G Preferred is not so listed or quoted, for cash at a redemption price of $25.00 per share, plus any accumulated and unpaid dividends on the Series G Preferred (whether or not declared), to, but not including, the redemption date, without interest (the “Special Redemption Right”).
          (c) The following provisions set forth the procedures for redemption pursuant to the Regular Redemption Right.
               (i) A notice of redemption (which may be contingent upon the occurrence of a future event) shall be mailed, postage prepaid, not less than 30 nor more than 60 days prior to the redemption date, addressed to the respective holders of record of the Series G Preferred at their respective addresses as they appear on the Corporation’s stock transfer records. A failure to give such notice or any defect in the notice or in its mailing shall not affect the validity of the proceedings for the redemption of any shares of the Series G Preferred except as to the holder to whom notice was defective or not given. In addition to any information required by law or by the applicable rules of any exchange upon which the Series G Preferred may be listed or admitted to trading, each notice shall state: (i) the redemption date; (ii) the redemption price; (iii) the number of shares of Series G Preferred to be redeemed and, if fewer than all the shares of Series G Preferred held by such holder are to be redeemed, the number of such shares of Series G Preferred to be redeemed from such holder; (iv) the place or places where the certificates evidencing the shares of Series G Preferred are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date except as otherwise provided herein.
               (ii) At its election, the Corporation, prior to a redemption date, may irrevocably deposit the redemption price (including accumulated and unpaid dividends to the redemption date) of the Series G Preferred so called for redemption in trust for the holders thereof with a bank or trust company, in which case the redemption notice to holders of the Series G Preferred to be redeemed shall (A) state the date of such deposit, (B) specify the office of such bank or trust company as the place of payment of the redemption price and (C) require such holders to surrender the certificates evidencing such shares at such place on or about the date fixed in such redemption notice (which may not be later than the redemption date) against payment of the redemption price (including all accumulated and unpaid dividends to the redemption date). Subject to applicable escheat laws, any monies so deposited which remain unclaimed by the holders of the Series G Preferred at the end of two years after the redemption date shall be returned by such bank or trust company to the Corporation.
               (iii) If fewer than all the outstanding shares of the Series G Preferred are to be redeemed, the shares to be redeemed shall be selected by lot or pro rata (as nearly as practicable without creating fractional shares) or by any other equitable method the Corporation may choose.

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               (iv) Upon any redemption of Series G Preferred, the Corporation shall pay any accumulated and unpaid dividends in arrears for any dividend period ending on or prior to the redemption date. If a redemption date falls after a record date for a Series G Preferred dividend payment and prior to the corresponding Series G Dividend Payment Date, then each holder of the Series G Preferred at the close of business on such record date shall be entitled to the dividend payable on such Series G Preferred on the corresponding Series G Dividend Payment Date notwithstanding the redemption of such Series G Preferred before such Series G Dividend Payment Date. Except as provided above, the Corporation shall make no payment or allowance for unpaid dividends, whether or not in arrears, on any shares of Series G Preferred called for redemption.
               (v) If full cumulative dividends on the Series G Preferred and any other series or class or classes of Parity Shares have not been paid or declared and set apart for payment, except as otherwise permitted under the Charter, the Corporation may not purchase, redeem or otherwise acquire shares of the Series G Preferred or any Parity Shares other than in exchange for Junior Shares.
               (vi) On and after the date fixed for redemption, provided that the Corporation has made available at the office of the registrar and transfer agent a sufficient amount of cash to effect the redemption, dividends will cease to accumulate on the shares of Series G Preferred called for redemption (except that, in the case of a redemption date after a dividend payment record date and prior to the related Series G Dividend Payment Date, holders of Series G Preferred on the applicable record date will be entitled on such Series G Dividend Payment Date to receive the dividend payable on such shares on the corresponding Series G Dividend Payment Date), such shares shall no longer be deemed to be outstanding and all rights of the holders of such shares as holders of Series G Preferred shall cease except the right to receive the cash payable upon such redemption, without interest from the date of such redemption.
          (d) The following provisions set forth the procedures for redemption pursuant to the Special Redemption Right.
               (i) A notice of redemption shall be mailed, postage prepaid, not less than 30 nor more than 60 days prior to the redemption date, addressed to the respective holders of record of the Series G Preferred at their respective addresses as they appear on the Corporation’s stock transfer records. A failure to give such notice or any defect in the notice or in its mailing shall not affect the validity of the proceedings for the redemption of any shares of Series G Preferred except as to the holder to whom notice was defective or not given. In addition to any information required by law or by the applicable rules of any exchange upon which the Series G Preferred may be listed or admitted to trading, each notice shall state: (i) the redemption date; (ii) the redemption price; (iii) the place or places where the certificates evidencing the shares of Series G Preferred are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date except as otherwise provided herein.

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               (ii) At its election, the Corporation, prior to a redemption date, may irrevocably deposit the redemption price (including accumulated and unpaid dividends to the redemption date) of the Series G Preferred so called for redemption in trust for the holders thereof with a bank or trust company, in which case the redemption notice to holders of the Series G Preferred to be redeemed shall (A) state the date of such deposit, (B) specify the office of such bank or trust company as the place of payment of the redemption price and (C) require such holders to surrender the certificates evidencing such shares at such place on or about the date fixed in such redemption notice (which may not be later than the redemption date) against payment of the redemption price (including all accumulated and unpaid dividends to the redemption date). Subject to applicable escheat laws, any monies so deposited which remain unclaimed by the holders of the Series G Preferred at the end of two years after the redemption date shall be returned by such bank or trust company to the Corporation.
               (iii) Upon the redemption of Series G Preferred, the Corporation shall pay any accumulated and unpaid dividends in arrears for any dividend period ending on or prior to the redemption date. If the redemption date falls after a record date for a Series G Preferred dividend payment and prior to the corresponding Series G Dividend Payment Date, then each holder of the Series G Preferred at the close of business on such record date shall be entitled to the dividend payable on such Series G Preferred on the corresponding Series G Dividend Payment Date notwithstanding the redemption of such Series G Preferred before such Series G Dividend Payment Date. Except as provided above, the Corporation shall make no payment or allowance for unpaid dividends, whether or not in arrears, on any shares of Series G Preferred called for redemption.
               (iv) If full cumulative dividends on the Series G Preferred and any other series or class or classes of Parity Shares have not been paid or declared and set apart for payment, except as otherwise permitted under the Charter, the Corporation may not purchase, redeem or otherwise acquire shares of the Series G Preferred or any Parity Shares other than in exchange for Junior Shares.
               (v) On and after the date fixed for redemption, provided that the Corporation has made available at the office of the registrar and transfer agent a sufficient amount of cash to effect the redemption, dividends will cease to accumulate on the shares of Series G Preferred called for redemption (except that, in the case of a redemption date after a dividend payment record date and prior to the related Series G Dividend Payment Date, holders of Series G Preferred on the applicable record date will be entitled on such Series G Dividend Payment Date to receive the dividend payable on such shares on the corresponding Series G Dividend Payment Date), such shares shall no longer be deemed to be outstanding and all rights of the holders of such shares as holders of Series G Preferred shall cease except the right to receive the cash payable upon such redemption, without interest from the date of such redemption.
          (e) Any shares of Series G Preferred that shall at any time have been redeemed shall, after such redemption, have the status of authorized but unissued Preferred Stock, without designation as to series until such shares are once more designated as part of a particular series by the Board.

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     6.  Voting Rights . Except as otherwise set forth herein, the Series G Preferred shall not have any relative, participating, optional or other voting rights or powers, and the consent of the holders thereof shall not be required for the taking of any corporate action. In any matter in which the holders of Series G Preferred are entitled to vote, each such holder shall have the right to one vote for each share of Series G Preferred held by such holder.
          (a) If and whenever six quarterly dividends (whether or not consecutive) payable on the Series G Preferred are in arrears, whether or not earned or declared, the number of members then constituting the Corporation’s Board will be increased by two and the holders of Series G Preferred, voting together as a class with the holders of any other series of Parity Shares upon which like voting rights have been conferred and are exercisable (any such other series, the “Voting Preferred Shares”), will have the right to elect two additional board members at an annual meeting of stockholders or a properly called special meeting of the holders of the Series G Preferred and such Voting Preferred Shares and at each subsequent annual meeting of stockholders until all such dividends and dividends for the then current quarterly period on the Series G Preferred and such other Voting Preferred Shares have been paid or declared and set aside for payment. Whenever all arrears in dividends on the Series G Preferred Stock and the Voting Preferred Shares then outstanding have been paid and full dividends on the Series G Preferred and the Voting Preferred Shares for the then current quarterly dividend period have been paid in full or declared and set apart for payment in full, then the right of the holders of the Series G Preferred and the Voting Preferred Shares to elect two additional board members will cease, the terms of office of the board members will forthwith terminate and the number of members of the Board will be reduced accordingly; provided, however, the right of the holders of the Series G Preferred and the Voting Preferred Shares to elect the additional board members will again vest if and whenever six quarterly dividends are in arrears, as described above. In no event shall the holders of Series G Preferred be entitled pursuant to these voting rights to elect a director that would cause the Corporation to fail to satisfy a requirement relating to director independence of any national securities exchange on which any class or series of the Corporation’s stock is listed.
          (b) So long as any shares of Series G Preferred are outstanding, the approval of two-thirds of the votes entitled to be cast by the holders of outstanding Series G Preferred, voting separately as a class, either at a meeting of stockholders or by written consent, is required (i) to amend, alter or repeal any provisions of the Charter (including these Articles Supplementary) relating to the Series G Preferred, whether by merger, consolidation or otherwise, to affect materially and adversely the voting powers, rights or preferences of the holders of the Series G Preferred, unless in connection with any such amendment, alteration or repeal, the Series G Preferred remains outstanding without the terms thereof being materially changed in any respect adverse to the holders thereof or is converted into or exchanged for preferred stock of the surviving entity having preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption thereof that are substantially similar to those of the Series G Preferred, or (ii) to authorize, create, or increase the authorized amount of any class or series of capital stock having rights senior to the Series G Preferred with respect to the payment of dividends or amounts upon liquidation, dissolution or winding up (provided that if such amendment affects materially and adversely the rights, preferences, privileges or voting powers of one or more but not all of the other series of Voting Preferred Shares, the consent of the holders of at least two-thirds of the

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outstanding shares of each such series so affected is required). However, the Corporation may create additional classes of Parity Shares and Junior Shares, amend the Charter and these Articles Supplementary to increase the authorized number of shares of Parity Shares (including the Series G Preferred) and Junior Shares and issue additional series of Parity Shares and Junior Shares without the consent of any holder of Series G Preferred.
          (c) The foregoing voting provisions shall not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding Series G Preferred Shares shall have been redeemed or called for redemption upon proper notice and sufficient funds shall have been deposited in trust to effect such redemption.
     7.  Information Rights . During any period in which the Corporation is not subject to Section 13 or 15(d) of the Exchange Act and any shares of Series G Preferred are outstanding, the Corporation will (i) transmit by mail (or other permissible means under the Exchange Act) to all holders of Series G Preferred, as their names and addresses appear in the record books of the Corporation and without cost to such holders, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act of 1933 and (ii) promptly, upon request, supply copies of such reports to any prospective holder of Series G Preferred. The Corporation will mail (or otherwise provide) the information to the holders of Series G Preferred within 15 days after the respective dates by which a periodic report on Form 10-K or Form 10-Q, as the case may be, in respect of such information would have been required to be filed with the Securities and Exchange Commission if the Corporation were subject to Section 13 or 15(d) of the Exchange Act.
     8.  No Right of Conversion . The Series G Preferred is not convertible into or exchangeable for any other property or securities of the Corporation except as provided in Article VI of the Charter.
     9.  Restrictions on Ownership and Transfer . The Series G Preferred constitutes Preferred Stock, and Preferred Stock constitutes Capital Stock (as defined in the Charter) of the Corporation. Therefore, the Series G Preferred, being Capital Stock, is governed by and issued subject to all the limitations, terms and conditions of the Charter applicable to Capital Stock generally, including but not limited to the terms and conditions (including exceptions and exemptions) of Article VI of the Charter applicable to Capital Stock. The foregoing sentence shall not be construed to limit the applicability to the Series G Preferred of any other term or provision of the Charter.
     10.  Record Holders . The Corporation and the transfer agent for the Series G Preferred may deem and treat the record holder of any Series G Preferred as the true and lawful owner thereof for all purposes, and neither the Corporation nor the transfer agent shall be affected by any notice to the contrary.

9


 

          SECOND: The Shares have been classified and designated by the Executive Committee under the authority granted by the Board pursuant to the powers of the Board as contained in the Charter. These Articles Supplementary have been approved by the Executive Committee in accordance with the power delegated to the Executive Committee by the Board in the manner and by the vote required by law.
          THIRD: These Articles Supplementary shall become effective upon acceptance for record by the SDAT.
          FOURTH: The undersigned Executive Vice President and Chief Financial Officer of the Corporation acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned Executive Vice President and Chief Financial Officer of the Corporation acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

10


 

          IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in its name and on its behalf by its Executive Vice President and Chief Financial Officer and attested to by its Secretary on this 30th day of May, 2007.
         
  UDR, Inc.
 
 
  By:   /s/ Michael A. Ernst    
    Michael A. Ernst   
    Executive Vice President and
Chief Financial Officer 
 
 
     
Attest:
   
 
   
/s/ Mary Ellen Norwood
 
Mary Ellen Norwood
Secretary
   

11

 

Exhibit 4.1
 
FORM OF CERTIFICATE FOR SHARES OF 6.75%
SERIES G CUMULATIVE REDEEMABLE PREFERRED STOCK
 
 
Number *1*   Shares [       ]
     
 
  SEE REVERSE FOR IMPORTANT
NOTICE ON TRANSFER RESTRICTIONS
AND OTHER INFORMATION
 
   
 
  CUSIP: 902653401
UDR, INC.
a Corporation Formed Under the Laws of the State of Maryland
THIS CERTIFIES THAT [       ] is the owner of [            ] ( [       ] ) fully paid and nonassessable shares of 6.75% Series G Cumulative Redeemable Preferred Stock, no par value, of
UDR, Inc.
(the “Corporation”) transferable on the books of the Corporation by the holder hereof in person or by its duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the Charter of the Corporation and the Amended and Restated Bylaws of the Corporation and any amendments thereto. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed on its behalf by its duly authorized officers.
                 
DATED
               
 
 
 
           
Countersigned and Registered:
Transfer Agent and Registrar
Wells Fargo Bank, N.A.
          (SEAL)
 
         
 
President
   
 
By:
       
 
         
 Authorized Signature       Secretary

 


 

IMPORTANT NOTICE
The shares of 6.75% Series G Cumulative Redeemable Preferred Stock, no par value, represented by this certificate are subject to restrictions on transfer for the purpose of the Corporation’s maintenance of its status as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the “Code”). No person may (1) Beneficially Own or Constructively Own shares of Equity Stock in excess of 9.9% of the value of the outstanding Equity Stock of the Corporation; or (2) Beneficially Own Equity Stock that would result in the Corporation’s being “closely held” under Section 856(h) of the Code. Any Person who attempts to Beneficially Own or Constructively Own shares of Equity Stock in excess of the above limitations must immediately notify the Corporation. All capitalized terms in this legend have the meanings defined in the Charter, as the same may be further amended from time to time, a copy of which, including the restrictions on transfer, will be sent without charge to each stockholder who so requests. If the restrictions on transfer are violated, the shares of Equity Stock represented hereby will be automatically exchanged for shares of Excess Stock which will be held in trust by the Corporation.
The Corporation will furnish to any stockholder, on request and without charge, a full statement of the information required by Section 2-211(b) of the Maryland General Corporation Law with respect to the designations and any preferences, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption of the stock of each class which the Corporation has authority to issue and, if the Corporation is authorized to issue any preferred or special class in series, (i) the differences in the relative rights and preferences between the shares of each series to the extent set, and (ii) the authority of the Board of Directors to set such rights and preferences of subsequent series. The foregoing summary does not purport to be complete and is subject to and qualified in its entirety by reference to the Charter of the Corporation, a copy of which will be sent without charge to each stockholder who so requests. Such request must be made to the Secretary of the Corporation at its principal office or to the Transfer Agent.
     The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
                     
 
  TEN COM   -   as tenants in common   UNIF GIFT MIN
ACT                               
  Custodian                     
 
                   
 
  TEN ENT   -   as tenants by the entireties                            (Custodian)   (Minor)
    JT TEN   -   as joint tenants with right of
survivorship and not as tenants in common
  under Uniform Gifts to Minors Act
of                                                                                    
 
                  (State)
 
                   
                Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED,                      HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO
 
 
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE AND SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER, OF ASSIGNEE)
                                          (                      ) shares of 6.75% Series G Cumulative Redeemable Preferred Stock, no par value, of the Corporation represented by this Certificate and do hereby irrevocably constitute and appoint                                           attorney to transfer the said shares of 6.75% Series G Cumulative Redeemable Preferred Stock, no par value, on the books of the Corporation, with full power of substitution in the premises.
NOTICE: The signature to this Assignment must correspond with the name as written upon the face of the Certificate in every particular, without alteration or enlargement or any change whatsoever.
             
     
Dated