Exhibit 99.2
AVALONBAY COMMUNITIES, INC.
NOTICE OF REDEMPTION
OF
9.00% SERIES F CUMULATIVE REDEEMABLE PREFERRED STOCK
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CUSIP NO. 053484507
NOTICE IS HEREBY GIVEN that, pursuant to Section 14.6.5 of the Articles of
Amendment and Restatement of Articles of Incorporation, as amended (the
"Articles of Incorporation"), of AvalonBay Communities, Inc., a Maryland
corporation (the "Company"), the Company has called for redemption and will
redeem on June 11, 2001 (the "Redemption Date") all of the outstanding shares of
its 9.00% Series F Cumulative Redeemable Preferred Stock (the "Preferred Stock")
for a redemption price of $25.00 per share, plus $0.1625 in accrued and unpaid
dividends thereon to the Redemption Date, for an aggregate redemption price of
$25.1625 per share of Preferred Stock (the "Redemption Price"). Redemption of
the Preferred Stock is being made at the option of the Company pursuant to
Section 14.6.5(a) of the Articles of Incorporation.
PAYMENT OF THE REDEMPTION PRICE WILL BE MADE UPON PRESENTATION AND SURRENDER OF
CERTIFICATES REPRESENTING THE SHARES OF PREFERRED STOCK TO FIRST UNION NATIONAL
BANK (THE "AGENT") DURING THE AGENT'S USUAL BUSINESS HOURS AT ONE OF THE
FOLLOWING ADDRESSES:
IF BY MAIL: IF BY OVERNIGHT COURIER: IF BY HAND:
First Union National Bank First Union National Bank First Union National Bank
1525 West W.T. Harris Blvd. 3C3 1525 West W.T. Harris Blvd. 3C3 40 Broad Street, 5th Floor
Attn: Corporate Trust Attn: Corporate Trust Attn: Corporate Trust
Operations/Reorg Services Operations/Reorg Services New York, NY 10004
Charlotte, NC 28288-1153 Charlotte, NC 28262-1153
FACSIMILE (FOR ELIGIBLE INSTITUTIONS ONLY): (704) 590-7628
Confirm facsimile by telephone ONLY: (888) 257-9919
Dividends on the Preferred Stock shall cease to accrue on and after the
Redemption Date, and holders of Preferred Stock will not have any right as
holders of the Preferred Stock other than the right to receive the Redemption
Price, without interest, upon presentation and surrender of the Preferred Stock
in accordance with this Notice of Redemption.
The method of delivery of certificates representing shares of Preferred Stock to
the Agent is at the option and risk of the holder. Holders of shares of
Preferred Stock are encouraged to deliver their certificates representing shares
of Preferred Stock to the Agent by registered mail with return receipt
requested.
If certificates representing shares of Preferred Stock have been lost,
misplaced, mutilated or stolen, please promptly contact the Agent at one of the
addresses above or by telephone at (704) 590-0394.
IMPORTANT TAX INFORMATION
Under Federal income tax laws, each holder of Preferred Stock is required to
provide the Agent (as payer) with such holder's correct tax payer identification
number ("TIN") on Form W-9 enclosed with this notice or otherwise establish a
basis for exemption from backup withholding. Each holder is required to provide
the Agent the TIN (i.e., social security number or employer identification
number) of the registered holder. If the shares of Preferred Stock are held in
more than one name or are not held in the name of an actual owner, consult the
instructions accompanying the enclosed Form W-9 for additional guidance on which
number to report.
If the Agent is not provided with the correct TIN, a $50 penalty may be imposed
by the Internal Revenue Service, and payments, including payment of the
Redemption Price, made to such holder with respect to shares of Preferred Stock
redeemed by the Company may be subject to backup withholding.
If backup withholding applies, the Agent is required to withhold 31% of any
payments made to the holder. Backup withholding is not an additional Federal
income tax. Rather, the Federal income tax liability of persons subject to
backup withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the Internal
Revenue Service.
If a holder of Preferred Stock surrendering the certificate(s) has not been
issued a TIN, and has applied for one or intends to apply for one in the near
future, such person should write "Applied For" in the space provided for the
TIN in Part I of the Form W-9, and sign and date the Form W-9. If "Applied
For" is written in Part I and the Agent is not provided with a TIN within 60
days, the Agent will retain 31% of all payments of the Redemption Price to
such person during the sixty (60) day period following the date of the Form
W-9. If such person furnishes the Agent with his or her TIN within sixty (60)
days of the date of the Form W-9, the Agent shall remit such amounts retained
during the sixty (60) day period to such person upon request and no further
amounts shall be retained or withheld from payments made to such person
thereafter. If, however, such person has not provided the Agent with his or
her TIN within such sixty (60) day period, the Agent shall remit such
previously retained amounts to the IRS as backup withholding and shall
withhold 31% of all payments to such person thereafter until such person
furnishes a TIN to the Agent.
Certain holders (including, among others, all corporations and certain foreign
persons) are not subject to these backup withholding and reporting requirements.
U.S. holders exempt from backup withholding should indicate their exempt status
on the enclosed Form W-9. A foreign person may qualify as an exempt recipient by
submitting to the Agent the applicable Internal Revenue Service Form W-8,
properly completed and signed under penalties of perjury, attesting to that
holder's exempt status. The applicable Form W-8 can be obtained from the Agent.
Non-U.S. holders of Preferred Stock may incur a U.S. tax liability as a result
of the redemption, including under the provisions of the Foreign Investment in
Real Property Tax Act of 1980. Additionally, the Agent may be required to
withhold a portion of the Redemption Price payable to non-U.S. holders. An
income tax treaty may reduce or eliminate the amount of any substantive tax or
required withholding applicable to a particular non-U.S. holder. Non-U.S.
holders should file the appropriate completed Form W-8, which can be obtained
from the Agent, to minimize the amount that will be withheld from any payment of
the Redemption Price to them.
Questions relating to redemption of the Preferred Stock may be directed to First
Union National Bank at 1-800-829-8432 or to AvalonBay Communities, Inc.,
Investor Relations at (703) 317-4632.
May 11, 2001 AVALONBAY COMMUNITIES, INC.
[IRS Form W-9 Omitted]