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 18, 2009 |
UDR, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
| Maryland | 1-10524 | 54-0857512 |
|
_____________________
(State or other jurisdiction |
_____________
(Commission |
______________
(I.R.S. Employer |
| of incorporation) | File Number) | 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 |
Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
On March 13, 2009, UDR, Inc. (the "Company"), the general partner of United Dominion Realty, L.P., a Delaware limited partnership (the "UDR Partnership"), entered into the Seventh Amendment (the "Seventh Amendment") to the Amended and Restated Agreement of Limited Partnership of the UDR Partnership (the "UDR Partnership Agreement"). The description of the Seventh Amendment set forth herein is qualified in its entirety by reference to the full text of the Seventh Amendment, which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.
Under the UDR Partnership Agreement, the Conversion Factor applicable to the Class I Out-Performance Partnership Shares of the UDR Partnership is 1.5091. The Seventh Amendment revises the Conversion Factor applicable to the Class I Out-Performance Partnership Shares in connection with the distribution to each holder of Class I Out-Performance Partnership Shares of 0.5091 Partnership Units per Class I Out-Performance Share held by such holder and amends the definition of "Conversion Factor" accordingly.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Ex. No. - Description
-------------------------------------------------------------------------------------
10.1 - Seventh Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P., dated as of March 13, 2009.
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.
| UDR, Inc. | ||||
| March 18, 2009 | By: |
David L. Messenger
|
||
|
|
||||
| Name: David L. Messenger | ||||
| Title: Senior Vice President and Chief Financial Officer | ||||
Exhibit Index
| Exhibit No. | Description | |
|
|
|
|
|
10.1
|
Seventh Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P., dated as of March 13, 2009. |
Exhibit 10.1
SEVENTH AMENDMENT TO THE
AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF UNITED DOMINION REALTY, L.P.
This Seventh Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P., dated as of March 13, 2009 (this “Amendment”), is being executed by UDR, Inc., a Maryland corporation (the “General Partner”), as the general partner of United Dominion Realty, L.P., a Delaware limited partnership (the “Partnership”), pursuant to the authority conferred upon the General Partner by Section 11.01 of the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P., dated as of February 23, 2004, as amended by the First Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P., dated as of June 24, 2005, the Second Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P., dated as of February 23, 2006, the Third Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P., dated as of January 2, 2007, the Fourth Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P., dated as of December 27, 2007 (the “Fourth Amendment”), the Fifth Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P., dated as of March 7, 2008, and the Sixth Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P., dated as of December 9, 2008 (as amended, the “Agreement”). Capitalized terms used, but not otherwise defined herein, shall have the respective meanings ascribed thereto in the Agreement.
WHEREAS, the General Partner desires to amend the Agreement to revise the Conversion Factor applicable to the Class I Out-Performance Partnership Shares in connection with the distribution to each holder of Class I Out-Performance Partnership Shares of 0.5091 Partnership Units per Class I Out-Performance Shares held by such holder.
NOW THEREFORE, the General Partner hereby amends the Partnership Agreement as follows:
1. Amendment . The definition of “Conversion Factor” set forth in the Fourth Amendment is hereby deleted and replaced in its entirety with the following:
“‘Conversion Factor’ means 1.0, as adjusted pursuant to Section 8.05(f) of the Agreement.”
2. Miscellaneous . Except as specifically amended hereby, the terms, covenants, provisions and conditions of the Agreement shall remain unmodified and continue in full force and effect and, except as amended hereby, all of the terms, covenants, provisions and conditions of the Agreement are hereby ratified and confirmed in all respects.
[Signature Page Follows]
IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above.
GENERAL PARTNER:
UDR, INC.
By:
/s/ Warren L. Troupe
Name: Warren L. Troupe
Title: Senior Executive Vice President