SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MARCH 10, 2000
AVALONBAY COMMUNITIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
MARYLAND 1-12672 77-0404318
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(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
2900 EISENHOWER AVENUE, SUITE 300, ALEXANDRIA, VA 22314
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(703) 329-6300
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
ITEM 5. OTHER EVENTS.
On or about March 10, 2000, AvalonBay Communities, Inc. mailed a
letter to stockholders. A copy of that letter is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(c) Exhibits
3(i).1 Articles of Amendment and Restatement of Articles of
Incorporation of AvalonBay Communities, Inc. (the
"Company"), containing a description of the preferences,
conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and
conditions of redemption of the Series E Junior
Participating Cumulative Preferred Stock (incorporated by
reference to Exhibit 3(i).1 to Form 10-Q of the Company
filed on August 14, 1998).
3(i).2 Articles of Amendment, dated as of October 2, 1998
(incorporated by reference to Exhibit 3.1(ii) to Form 8-K of
the Company filed on October 6, 1998).
3(i).3 Articles Supplementary, dated as of October 13, 1998,
relating to the 8.70% Series H Cumulative Redeemable
Preferred Stock (incorporated by reference to Exhibit 1 to
Form 8-A of the Company filed on October 14, 1998).
4.1 Shareholder Rights Agreement, dated March 8, 1998 (the
"Rights Agreement"), between AvalonBay Communities, Inc.
(formerly known as Bay Apartment Communities, Inc.) and
First Union National Bank (as successor to American Stock
Transfer and Trust Company, as Rights Agent), including the
form of Rights Certificate as EXHIBIT B (incorporated by
reference to Exhibit 4.1 to Form 8-A of the Company filed on
March 11, 1998).
4.2 Amendment No. 1 to the Rights Agreement, dated as of
February 28, 2000, between AvalonBay Communities, Inc. and
First Union National Bank, as Rights Agent (incorporated by
reference to Exhibit 4.2 to Form 8-A/A of the Company filed
on February 28, 2000).
99.1 Letter, dated March 10, 2000, from the Company to its
stockholders.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Company has duly caused this report to be filed on its behalf by
the undersigned thereunto duly authorized.
AVALONBAY COMMUNITIES, INC.
Dated: March 10, 2000 By: /s/ THOMAS J. SARGEANT
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Name: Thomas J. Sargeant
Title: Executive Vice President, Chief
Financial Officer and Treasurer