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
AVALON PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
Date of Report (Date of earliest event reported):
March 8, 1998
AVALON PROPERTIES, INC.
(Exact name of registrant as specified in charter)
Maryland
(State or other jurisdiction of incorporation)
1-12452 06-1379111
(Commission File No.) (IRS Employer Identification No.)
15 River Road 06897
Wilton Connecticut (Zip Code)
(Address of principal executive
offices)
Registrant's telephone number, including area code:
203-761-6500
Item 5. OTHER EVENTS.
(a) Avalon Properties, Inc. (the "Company") and Bay Apartment
Communities, Inc. ("Bay") have entered into an agreement and plan of merger (the
"Merger Agreement"), dated as of March 9, 1998, pursuant to which Avalon and Bay
will merge (the "Merger"). A copy of the Merger Agreement is filed herewith as
Exhibit 99.1 and is hereby incorporated herein by reference. The press release
announcing the Merger Agreement is filed herewith as Exhibit 99.2 and is hereby
incorporated herein by reference.
(b) In connection with the signing of the Merger Agreement, (i) the
Company, as issuer, and Bay, as grantee, entered into a Stock Option Agreement
(the "Company Stock Option Agreement") and (ii) Bay, as issuer, and the Company,
as grantee, entered into a Stock Option Agreement (the "Bay Stock Option
Agreement"). Copies of the Company Stock Option Agreement and the Bay Stock
Option Agreement are filed herewith as Exhibits 99.3 and 99.4, respectively, and
are hereby incorporated herein by reference.
(c) In connection with the signing of the Merger Agreement, the
Company amended the Amended and Restated Bylaws of the Company. Such amendment
is filed herewith as Exhibit 4.1, and is hereby incorporated herein by
reference.
(d) On March 9, 1998, the Company and Bay held an investor and analyst
meeting relating to the Merger. Filed herewith as Exhibit 99.5, and hereby
incorporated herein by reference, are the presentation materials used at the
meeting (the "Presentation Materials").
(e) In connection with the signing of the Merger Agreement, the
Company has posted certain materials on its Website. The text of such materials
is filed herewith as Exhibit 9.6 and is incorporated herein by reference.
(f) The Board of Directors of the Company authorized a dividend of one
preferred share purchase right (a "Right") for each outstanding share of common
stock, par value $.01 per share, of the Company. The dividend is payable on
March 9, 1998 to the stockholders of record at the close of business on that
date. Each Right entitles the registered holder to purchase from the Company one
one-hundredth of a share of Series C Junior Participating Preferred Stock, par
value $.01 per share, of the Company (the "Preferred Shares") at a price of $120
per one one-hundredth of a Preferred Share, subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and First Union National Bank, as Rights
Agent.
A copy of the Rights Agreement and a summary description of the terms
of the Rights is filed herewith as Exhibit 99.7 and are hereby incorporated
herein by reference.
(g) The descriptions of the matters described in this Current Report
on Form 8-K do not purport to be complete and are qualified in their entirety by
reference to the exhibits hereto.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(c) Exhibits.
4.1 Amendment to Amended and Restated Bylaws of Avalon Properties,
Inc.
99.1 Merger Agreement, dated as of March 9, 1998, by and between
Avalon Properties, Inc. and Bay Apartment Communities, Inc.
99.2 Text of Press Release relating to the Merger and the declaration
of the Rights dated March 9, 1998.
99.3 Stock Option Agreement, dated as of March 9, 1998, by and between
Avalon Properties, Inc., as issuer, and Bay Apartment Communities,
Inc.
99.4 Stock Option Agreement, dated as of March 9, 1998 by and between
Bay Apartment Communities, Inc., as issuer, and Avalon Properties,
Inc.
99.5 Presentation Materials used at an investor and analyst meeting
relating to the Merger.
99.6 Certain materials posted on the website of Avalon Properties, Inc.
99.7 Rights Agreement, dated as of March 9, 1998, between Avalon
Properties, Inc. and First Union National Bank, including the form
of Right Certificate as Exhibit B and the Summary of Rights to
Purchase Preferred Shares as Exhibit C.
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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 thereunto duly authorized.
Dated: March 10, 1998
AVALON PROPERTIES, INC.
By: /s/ Richard L. Michaux
Name: Richard L. Michaux
Title: Chief Executive Officer
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EXHIBIT LIST
No. Page
4.1 Amendment to Amended and Restated Bylaws of Avalon Properties, Inc.
99.1 Merger Agreement, dated as of March 9, 1998, by and between Avalon
Properties, Inc. and Bay Apartment Communities, Inc.
99.2 Text of Press Release relating to the Merger and the declaration of
the Rights dated March 9, 1998.
99.3 Stock Option Agreement, dated as of March 9, 1998, by and between
Avalon Properties, Inc., as issuer, and Bay Apartment Communities,
Inc.
99.4 Stock Option Agreement, dated as of March 9, 1998 by and between
Bay Apartment Communities, Inc., as issuer, and Avalon Properties,
Inc.
99.5 Presentation Materials used at an investor and analyst meeting
relating to the Merger.
99.6 Certain materials posted on the website of Avalon Properties, Inc.
99.7 Rights Agreement, dated as of March 9, 1998, between Avalon
Properties, Inc. and First Union National Bank, including the form
of Right Certificate as Exhibit B and the Summary of Rights to
Purchase Preferred Shares as Exhibit C.
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