SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Avalon Properties, Inc. ----------------------- (Exact name of registrant as specified in its charter) Maryland 06-1379111 - ---------------------------------------- ------------------------------- (State of incorporation or organization) (I.R.S. Employer Identification No.) 15 River Road, Wilton, Connecticut 06897 - ---------------------------------- ----------- (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Name of Exchange on Title of Class to be so Registered which Class is to be Registered - ---------------------------------- ------------------------------- [___%] Series B Cumulative Redeemable Preferred Stock, par value $.01 per share New York Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: Not Applicable INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED A description of the [__%] Series B Cumulative Redeemable Preferred Stock, par value $.01 per share of the Registrant is contained in a Rule 424(b) Prospectus Supplement supplementing the Registrant's Registration Statement on Form S-3, No. 333-00766, which became effective on February 13, 1996, which Prospectus Supplement shall be deemed to be incorporated herein by reference for all purposes. ITEM 2. EXHIBITS The securities described herein are to be registered on the New York Stock Exchange, on which other securities of the Registrant are registered. Accordingly, the following exhibits, required in accordance with Part I to the Instructions as to Exhibits on Form 8-A, have been duly filed with the New York Stock Exchange: (1) Form of Articles Supplementary to Amended and Restated Articles of Incorporation Establishing and Fixing the Rights and Preferences of a Series of Shares of Preferred Stock (_% Series B Cumulative Redeemable Preferred Stock, par value $.01 per share). (2) Articles Supplementary to Amended and Restated Articles of Incorporation Establishing and Fixing the Rights and Preferences of a Series of Shares of Preferred Stock (9% Series A Cumulative Redeemable Preferred Stock, par value $.01 per share). (3) Amended and Restated Articles of Incorporation of Registrant. (4) Amended and Restated Bylaws of Registrant. 2 SIGNATURE Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. Avalon Properties, Inc. By: /s/ Thomas J. Sargeant ------------------------- Thomas J. Sargeant Chief Financial Officer and Secretary October 16, 1996 3