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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): OCTOBER 15, 1998
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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, VIRGINIA 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)
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ITEM 5. OTHER EVENTS
On October 15, 1998, AvalonBay Communities, Inc. (the "Company")
consummated an underwritten public offering of 4,000,000 shares of the Company's
8.70% Series H Cumulative Redeemable Preferred Stock, par value $.01 per share
("Series H Preferred Stock"), at a price per share of $25.00. Dividends on the
Series H Preferred Stock are cumulative from the date of original issuance and
are payable quarterly, commencing December 15, 1998, at the rate of 8.70% per
annum of the liquidation preference (equivalent to a fixed annual amount of
$2.175 per share). The offering of the Series H Preferred Stock was made
pursuant to a Prospectus Supplement dated October 7, 1998 relating to the
Prospectus dated August 18, 1998, which is a part of the Company's registration
statement on Form S-3, as amended (File No. 333-60875). The Underwriting
Agreement and Price Determination Agreement related to this offering are being
filed as exhibits hereto.
ITEM 7. FINANCIAL STATEMENTS
EXHIBIT NUMBER EXHIBIT
1.1 Underwriting Agreement, dated October 7, 1998, between
the Company and PaineWebber Incorporated, A.G. Edwards
& Sons, Inc., Legg Mason Wood Walker, Incorporated,
Morgan Stanley & Co. Incorporated, Prudential
Securities Incorporated, Smith Barney Inc. and Wheat
First Union, a division of Wheat First Securities,
Inc. (collectively, the "Underwriters").
1.2 Price Determination Agreement, dated October 7, 1998,
between the Company and the Underwriters.
3(i).1 Articles Supplementary establishing the rights and
preferences of the Company's Series H Preferred Stock.
(Incorporated by reference to Exhibit 1 to Form 8-A of
the Company filed October 14, 1998.)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be filed on its behalf by
the undersigned hereunto duly authorized.
AVALONBAY COMMUNITIES, INC.
Dated: October 21, 1998 By: /s/ Thomas J. Sargeant
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Name: Thomas J. Sargeant
Title: Senior Vice President and Chief
Financial Officer