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UDC UNITHOLDERS TO VOTE ON CORPORATE RESTRUCTURING

 UDC UNITHOLDERS TO VOTE ON CORPORATE RESTRUCTURING
 TEMPE, Ariz., Jan. 16 /PRNewswire/ -- UDC-Universal Development L.P.


(NYSE: UDC) today announced that its board of directors has approved and recommended for approval by unitholders a corporate restructuring that will involve a merger of UDC with and into a newly formed Delaware corporation. The company previously announced that it was considering such a restructuring.
 The transaction will require approval of two-thirds of unitholder votes. If approved, each common unit of UDC will be exchanged for a new share of common stock in the new corporation. Each Series A and Series B preferred unit will be exchanged for a new share of Series A and Series B preferred stock, respectively, and the rights of the new preferred stock will be those of the respective series of preferred units.
 As part of the restructuring, Series A and Series B preferred holders may, at their election, receive 2-1/4 shares of common stock in exchange for each preferred unit. The board said that it also recommends that holders of the Series A and Series B preferred units elect to receive common stock.
 The terms of the proposal remain conditioned upon receipt of fairness opinions from independent investment bankers, which are expected to be forthcoming, and the company retains the customary right to amend the proposal prior to consummation if economic or market conditions warrant.
 In voting on the restructuring, common units each will have one vote and preferred units each will have 1/4 vote.
 Under the terms of the proposed transaction, if two-thirds of either series of the preferred units accepts the terms of the exchange offer, all holders of that series will be required to accept the securities package in exchange for the preferred shares. If two-thirds of both preferred series elect to exchange their units, no preferred shares would remain outstanding upon completion of the transaction.
 UDC is a leading builder of quality upscale family and adult residential communities in six Sun Belt States, with operations in Arizona, California, Florida, Georgia, North Carolina and South Carolina. Its common and preferred units are traded on the New York Stock Exchange.
 -0- 1/16/92
 /CONTACT: Robert H. Daskal of UDC-Universal Development L.P., 602-820-4488, or Kirk Brewer of Georgeson & Co., 312-346-7161 for UDC-Universal Development L.P./
 (UDC) CO: UDC Universal Development L.P. ST: Arizona IN: CST SU: RCN FC-SM -- NY022 -- 0398 01/16/92 10:09 EST
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Publication:PR Newswire
Date:Jan 16, 1992
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