SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/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) (IRS Employer Identification No.)
2900 Eisenhower Avenue, 3rd Floor
Alexandria, VA 22314
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
PREFERRED SHARE PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
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This Form 8-A/A amends and restates in its entirety the Form 8-A filed on
March 10, 1998.
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On March 8, 1998, the Board of Directors of Avalon Properties, Inc.
(the "Company") authorized a dividend of one preferred share purchase right (a
"Right") for each outstanding share of common stock, par value $.01 per share,
of the Company (the "Common Shares"). The dividend is payable on March 9, 1998
(the "Record Date") to the stockholders of record at the close of business on
that date. Each Right entitles the registered holder to purchase from the
Company one one-hundredth of a share of Series C Junior Participating Preferred
Stock, par value $.01 per share, of the Company (the "Preferred Shares") at a
price of $120 per one one-hundredth of a Preferred Share (the "Purchase Price"),
subject to adjustment. The description and terms of the Rights are set forth in
a Rights Agreement (the "Rights Agreement") between the Company and First Union
National Bank, as Rights Agent (the "Rights Agent").
Until the earlier of (i) the tenth day following a public
announcement that a person or group of affiliated or associated persons (other
than (x) the Company, a subsidiary thereof, an employee benefit plan of the
Company or a subsidiary thereof (any of the foregoing, an "Exempt Person") or
(y) Cohen & Steers Capital Management, Inc. and its affiliates to the extent of
its ownership of Common Shares on March 9, 1998 or (z) Bay Apartment
Communities, Inc. or any of its affiliates or associates solely by reason of the
Agreement and Plan of Merger, dated as of March 9, 1998, by and between the
Company and Bay (the "Merger Agreement"), the Stock Option Agreement, dated as
of March 9, 1998, by and between the Company, as issuer, and Bay (the "Option
Agreement"), or the consummation of the transactions contemplated by the Merger
Agreement or the Option Agreement) (an "Acquiring Person") have acquired
beneficial ownership of 10% or more of the outstanding Common Shares or (ii) the
tenth business day (or such later date as may be determined by action of the
Board of Directors of the Company prior to such time as any person or group of
affiliated persons becomes an Acquiring Person) following the commencement of,
or announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group (other than an Exempt Person) of 10% or more of the outstanding Common
Shares (the earlier of such dates being the "Distribution Date"), the Rights
will be represented, with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share certificate with a copy
of this Summary of Rights attached thereto.
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be transferred
with and only with the Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share certificates issued
after the Record Date upon transfer or new issuance of Common Shares will
contain a notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for Common Shares outstanding as of
the Record Date, even without such notation or a copy of this Summary of Rights
being attached thereto, will also constitute the transfer of the Rights
associated with the Common Shares represented
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by such certificate. As soon as practicable following the Distribution Date,
separate certificates representing the Rights ("Right Certificates") will be
mailed to holders of record of the Common Shares as of the close of business on
the Distribution Date, and such separate Right Certificates alone will represent
the Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on the earlier of March 9, 2008 (the "Final Expiration Date")
and the Effective Time (as defined in the Merger Agreement), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case, as described below.
The Purchase Price payable, and the number of Preferred Shares or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares; (ii) upon the grant to holders of the Preferred Shares of certain rights
or warrants to subscribe for or purchase Preferred Shares at a price, or
securities convertible into Preferred Shares with a conversion price, less than
the then-current market price of the Preferred Shares; or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one
one-hundredths of a Preferred Share issuable upon exercise of each Right are
also subject to adjustment in the event of a stock split of the Common Shares or
a stock dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $1 per share but will be entitled to an aggregate
dividend of 100 times the dividend declared per Common Share. In the event of
liquidation, the holders of the Preferred Shares will be entitled to a minimum
preferential liquidation payment of $100 per share but will be entitled to an
aggregate payment of 100 times the payment made per Common Share. Each Preferred
Share will have 100 votes, voting together with the Common Shares. Finally, in
the event of any merger, consolidation or other transaction in which Common
Shares are exchanged, each Preferred Share will be entitled to receive 100 times
the amount received per Common Share. These rights are protected by customary
antidilution provisions.
Because of the nature of the Preferred Shares' dividend, liquidation
and voting rights, the value of the one one-hundredth interest in a Preferred
Share purchasable upon exercise of each Right should approximate the value of
one Common Share.
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In the event that the Company is acquired in a merger or other
business combination transaction by one other than an Exempt Person or 50% or
more of its consolidated assets or earning power are sold to one other than an
Exempt Person after a person or group has become an Acquiring Person, proper
provision will be made so that each holder of a Right will thereafter have the
right to receive, upon the exercise thereof at the then-current exercise price
of the Right, that number of shares of common stock of the acquiring company
which at the time of such transaction will have a market value of two times the
exercise price of the Right. In the event that any person or group of affiliated
or associated persons becomes an Acquiring Person, proper provision shall be
made so that each holder of a Right, other than Rights beneficially owned by the
Acquiring Person (which will thereafter be void), will thereafter have the right
to receive upon exercise that number of Common Shares having a market value of
two times the exercise price of the Right.
At any time after any person or group becomes an Acquiring Person
and prior to the acquisition by such person or group of 50% or more of the
outstanding Common Shares, the Board of Directors of the Company may cause the
Company to exchange the Rights (other than Rights owned by such person or group
which will have become void), in whole or in part, at an exchange ratio of one
Common Share, or one one-hundredth of a Preferred Share (or of a share of a
class or series of the Company's preferred stock having equivalent rights,
preferences and privileges), per Right (subject to adjustment). However, the
Rights may not be so exchanged unless (i) at the time of the action by the Board
of Directors approving such exchange, there are then in office not less than two
Relevant Directors (as defined below) and (ii) such exchange is approved by a
majority of the relevant Directors then in office. "Relevant Directors" means
(1) with respect to any time prior to the date set forth in Section 8.1(c) of
the Merger Agreement, a member of the Board of Directors who is not an Acquiring
Person or an affiliate or representative thereof, who is not an officer of the
Company and who either (a) was a member of the Board of Directors prior to March
9, 1998 or (b) subsequently became a member of the Board of Directors and whose
election is approved or recommended by a majority of the Board of Directors,
including a majority of the Relevant Directors then in office and (2) with
respect to any other time, a member of the Board of Directors who is not an
Acquiring Person or an affiliate or representative thereof and who is not an
officer of the Company.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-hundredth of a Preferred
Share, which may, at the election of the Company, be represented by depositary
receipts) and, in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date
of exercise.
At any time prior to the acquisition by a person or group of
affiliated or associated persons becoming an Acquiring Person, the Board of
Directors of the Company may
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cause the Company to redeem the Rights in whole, but not in part, at a price of
$.01 per Right (the "Redemption Price"). However, the Board of Directors may not
redeem the Rights unless (i) at the time of the action of the Board of Directors
approving such redemption, these are in office not less than two Relevant
Directors and (ii) such action is approved by a majority of the Relevant
Directors then in office. Immediately upon any redemption of the Rights, the
right to exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board of Directors of
the Company without the consent of the holders of the Rights, except that (i)
from and after such time as any person or group of affiliated or associated
persons becomes an Acquiring Person no such amendment may adversely affect the
interests of the holders of the Rights and (ii) amendments may only be made if
(i) at the time the Board of Directors approves such amendments, there are at
least two Relevant Directors in office and (ii) such amendment is approved by a
majority of the Relevant Directors then in office.
Until a Right is exercised, the holder thereof, as such, will have
no rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group (other than an Exempt Person) that
attempts to acquire the Company on terms not approved by the Company's Board of
Directors. The Rights should not interfere with any merger or other business
combination approved by the Board of Directors since the Rights may be redeemed
by the Company at the Redemption Price prior to the time that a person or group
has acquired beneficial ownership of 10% or more of the Common Shares.
The Rights Agreement and the press release announcing the
declaration of the Rights are attached hereto as exhibits and are incorporated
herein by reference. The foregoing description of the Rights is qualified in its
entirety by reference to such exhibits.
Item 2. EXHIBITS.
1. Rights Agreement, dated as of March 9, 1998, between Avalon
Properties, Inc. and First Union National Bank, including the form
of Right Certificate as Exhibit B and the Summary of Rights to
Purchase Preferred Shares as Exhibit C (incorporated by reference
to Exhibit 99.7 of the Company's Amended Current Report on
Form 8-K/A, filed with the Securities and Exchange Commission on
March 12, 1998).
2. Text of Press Release relating to the declaration of the Rights
dated March 9, 1998 (incorporated by reference to Exhibit 99.2 of
the Company's Current Report on Form 8-K, filed with the Securities
and Exchange Commission on March 10, 1998).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: March 12, 1998
AVALON PROPERTIES, INC.
By: /s/ Thomas J. Sargeant
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NAME: Thomas J. Sargeant
TITLE: Chief Financial Officer
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EXHIBIT LIST
No. Page
1. Rights Agreement, dated as of March 9, 1998, between Avalon
Properties, Inc. and First Union National Bank, including the
form of Right Certificate as Exhibit B and the Summary of Rights
to Purchase Preferred Shares as Exhibit C (incorporated by
reference to Exhibit 99.7 of the Company's Amended Current Report on
Form 8-K/A, filed with the Securities and Exchange Commission on
March 12, 1998).
2. Text of Press Release relating to the declaration of the Rights
dated March 9, 1998 (incorporated by reference to Exhibit 99.2 of the
Company's Current Report on Form 8-K, filed with the Securities and
Exchange Commission on March 10, 1998).
