Pricing Supplement No. 3 Dated September 28, 1998
(To Prospectus Supplement dated September 18, 1998
and prospectus dated September 18, 1998)
Rule 424(b)(2)
Registration Statement No. 333-42283
Archstone Communities Trust
MEDIUM TERM NOTES, SERIES A
(Fixed Rate Notes)
Principal Amount: $10,000,000
CUSIP: 03958EAN5
Trade Date: September 28, 1998
Settlement Date (Original Issue Date): October 1, 1998
Maturity Date: October 1, 2008
If principal amount is other than
U.S. dollars, equivalent in U.S. dollars: N/A
Exchange Agent: N/A
Price to Public (Issue Price): 100.0%
Net Proceeds to Issuer (Excluding
estimated cost to Archstone in
conjunction with the offering): $9,929,000
Agent's Discount or Commission: 0.710%
Interest Rate Per Annum: 6.95%
Interest Payment Date(s):
X April 1 and October 1 of each year, commencing April 1, 1999.
___ Other:
X DTC registered ___ non-DTC Registered
<PAGE>
(Fixed Rate)
Page 2
Pricing Supplement No. 3
Dated September 28, 1998
Rule 424(b)(2)
Registration Statement No. 333-42283
Repayment, Redemption and Acceleration
Optional Redemption:
The Notes will be redeemable, in whole or in part, at the option
of the Company at any time at a redemption price equal to the greater of
(i) 100% of the principal amount of such Notes, and (ii) as determined by
the Quotation Agent (as defined below), the sum of the present values of
the remaining scheduled payments of principal and interest thereon (not
including any portion of such payments of interest accrued as of the date
of redemption) discounted to the date of redemption on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the
Adjusted Treasury Rate (as defined below) plus 25 basis points plus, in
each case, accrued interest thereon to the date of redemption.
"Adjusted Treasury Rate" means, with respect to any redemption
date, the rate per annum equal to the semi-annual equivalent yield to
maturity to the Comparable Treasury Issue (as defined below), assuming a
price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such
redemption date.
"Comparable Treasury Issue" means the United States Treasury
security selected by the Quotation Agent as having a maturity comparable to
the remaining term of the Notes to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice,
in pricing new issues of corporate debt securities of comparable maturity
to the remaining term of such Notes.
"Comparable Treasury Price" means, with respect to any redemption
date, (i) the average of the Reference Treasury Dealer Quotations (as
defined below) for such redemption date, after excluding the highest and
lowest such Reference Treasury Dealer Quotations, or (ii) if the Trustee
obtains fewer than three such Reference Treasury Dealer Quotations, the
average of all such Quotations.
"Quotation Agent" means the Reference Treasury Dealer (as defined
below) appointed by the Company.
<PAGE>
(Fixed Rate)
Page 3
Pricing Supplement No. 3
Dated September 28, 1998
Rule 424(b)(2)
Registration Statement No. 333-42283
"Reference Treasury Dealer" means (i) each of J.P. Morgan Securities
Inc., Goldman, Sachs & Co. and Chase Securities Inc. and their respective
successors; provided, however, that if the foregoing shall cease to be a
primary U.S. Government securities dealer in New York City (a "Primary Treasury
Dealer"), the Company shall substitute therefor another Primary Treasury
Dealer, and (ii) any other Primary Treasury Dealer selected by the Company.
"Reference Treasury Dealer Quotation" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as
determined by the Company, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury Dealer
at 5:00 p.m., New York City time, on the third Business Day preceding such
redemption date.
Notice of any redemption will be mailed at least 30 days but not
more than 60 days before the redemption date to each holder of the Notes to
be redeemed. Unless the Company defaults in payment of the redemption
price, on and after the redemption date, interest will cease to accrued on
the Notes or portions thereof called for redemption.
CAPITALIZED TERMS USED IN THIS PRICING SUPPLEMENT WHICH ARE DEFINED
IN THE PROSPECTUS SUPPLEMENT SHALL HAVE THE MEANINGS ASSIGNED TO
THEM IN THE PROSPECTUS SUPPLEMENT.
Original Issue Discount:
Amount of OID: N/A
Yield to Maturity: N/A
Interest Accrual Date: N/A
Initial Accrual Period OID: N/A.
Amortizing Notes:
Amortization Schedule: N/A
<PAGE>
Dual Currency Notes:
Face Amount Currency: N/A
Optional Payment Current: N/A
Designated Exchange Rate: N/A
Option Value Calculation Agent: N/A
Option Election Date(s): N/A
Indexed Notes:
Currency Base Rate: N/A
Determination Agent: N/A
Plan of Distribution:
J.P. Morgan Securities, Inc. is acting as Agent in connection with the
distribution of the Notes. The Agent will receive a selling commission equal
to 0.710% of the principal amount of the Notes.
