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UNITED STATES
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): November 11, 1998
AVALONBAY COMMUNITIES, INC.
(Exact name of Registrant as specified in charter)
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<S> <C> <C>
MARYLAND 1-12672 77-0404318
(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
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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 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT. On November 11,
1998, PricewaterhouseCoopers LLP was dismissed and Arthur Andersen LLP was
engaged as the principal independent accountant for AvalonBay Communities, Inc.
(the "Company"). The decision to change accountants was unanimously approved by
the Company's Board of Directors.
The reports of PricewaterhouseCoopers LLP on the financial statements of the
Company for the years ended December 31, 1997 and 1996 did not contain any
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope, or accounting principles. During the Company's
fiscal years ended December 31, 1997 and 1996, and the subsequent interim period
through November 11, 1998, there were no disagreements with
PricewaterhouseCoopers LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which
disagreements, if not resolved to the satisfaction of PricewaterhouseCoopers
LLP, would have caused them to make reference thereto in their reports on the
financial statements for such years.
During the Company's fiscal years ended December 31, 1997 and 1996 and the
subsequent interim period through November 11, 1998, Arthur Andersen LLP has not
been engaged as an independent accountant to audit either the Company's
financial statements or the financial statements of any of its subsidiaries, nor
has it been consulted regarding the application of the Company's accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Company's financial statements.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
16.1 Letter regarding change in certifying accountant, dated November 11,
1998, from PricewaterhouseCoopers LLP addressed to the Company.
16.2 Letter regarding change in certifying accountant, dated November 11,
1998, from PricewaterhouseCoopers LLP to the Securities and Exchange
Commission.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Company has duly caused this report to be filed on its behalf by the
undersigned thereunto duly authorized.
AVALONBAY COMMUNITIES, INC.
Dated: November 17, 1998 By: /s/ Thomas J. Sargeant
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Name: Thomas J. Sargeant
Title: Chief Financial Officer
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Exhibit 16.1
November 11, 1998
Mr. Thomas J. Sargeant
Chief Financial Officer
AvalonBay Communities, Inc.
2900 Eisenhower Avenue, Suite 300
Alexandria, VA 22314
Dear Mr. Sargeant:
This is to confirm that the client/auditor relationship between AvalonBay
Communities, Inc. (Commission File Number 1-12672) and PricewaterhouseCoopers
LLP has ceased.
Yours very truly,
/s/ PricewaterhouseCoopers LLP
cc: Chief Accountant
SECPS Letter File, Mail Stop 11-3
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
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Exhibit 16.2
November 11, 1998
Chief Accountant
SECPS Letter File, Mail Stop 11-3
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
We have read Item 4 of AvalonBay Communities, Inc.'s Form 8-K dated November
11, 1998 and are in agreement with the statements contained in the first two
paragraphs therein.
Yours very truly,
/s/ PricewaterhouseCoopers LLP
cc: Mr. Thomas J. Sargeant
Chief Financial Officer
AvalonBay Communities, Inc.
2900 Eisenhower Avenue, Suite 300
Alexandria, VA 22314
