<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
----------------------------------
Date of Report (Date of earliest event reported): July 10, 2000
AVALONBAY COMMUNITIES, INC.
(Exact name of registrant as specified in charter)
<TABLE>
<CAPTION>
<S> <C> <C>
MARYLAND 1-12672 77-0404318
(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
</TABLE>
2900 EISENHOWER AVENUE, SUITE 300, ALEXANDRIA, VIRGINIA 22314
-------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(703) 329-6300
----------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE>
ITEM 5. OTHER EVENTS.
AMENDMENT OF MEDIUM-TERM NOTES PROGRAM
AvalonBay Communities, Inc., a Maryland corporation, has amended its
existing Medium-Term Notes program, under which AvalonBay may offer and sell
from time to time Medium-Term Notes Due Nine Months or More from Date of Issue.
AvalonBay has entered into an Amended and Restated Third Supplemental Indenture
with the indenture trustee to provide that AvalonBay may issue Medium-Term Notes
without limitation as to aggregate principal amount, subject to compliance with
the financial covenants and other requirements of the Indenture and the Amended
and Restated Third Supplemental Indenture. The Medium-Term Notes program was
previously limited to an aggregate principal amount of up to $400,000,000. The
Medium-Term Notes will be issued under an Indenture between AvalonBay and State
Street Bank and Trust Company, as trustee, dated as of January 16, 1998, as
supplemented by a First Supplemental Indenture dated as of January 20, 1998, a
Second Supplemental Indenture dated as of July 7, 1998, and the Amended and
Restated Third Supplemental Indenture dated as of July 10, 2000. AvalonBay's
Medium-Term Notes program is described in a Prospectus Supplement dated
September 30, 1998 to the Prospectus dated August 18, 1998 that is part of
AvalonBay's existing shelf registration statement on Form S-3 (Registration No.
333-60875).
AvalonBay has also amended the Distribution Agreement dated December
21, 1998 among AvalonBay and PaineWebber Incorporated, First Union Securities,
Inc. (formerly known as First Union Capital Markets), J.P. Morgan Securities
Inc., Banc of America Securities LLC (formerly known as NationsBanc Montgomery
Securities LLC) and UBS Warburg LLC (formerly known as Warburg Dillon Read LLC),
as agents.
The agents may offer and sell Medium-Term Notes as agents for AvalonBay
or as principals for resale to investors and other purchasers, subject to
AvalonBay's right to solicit offers from and sell Medium-Term Notes directly to
investors or to other agents. The amendment, dated as of June 27, 2000, names
Lehman Brothers Inc. as an agent under the Distribution Agreement.
RISK FACTORS
An investment in AvalonBay securities involves various risks.
Prospective purchasers of AvalonBay securities should carefully consider the
following risk factors. You should read these together with the other reports
and documents that we file with the Securities and Exchange Commission from time
to time, which may include additional or more current information that is
important for you to consider.
DEVELOPMENT AND CONSTRUCTION RISKS COULD AFFECT OUR PROFITABILITY.
We intend to continue to develop and redevelop apartment home
communities. Our development and construction activities may be exposed to the
following risks:
2
<PAGE>
- we may be unable to obtain, or experience delays in obtaining,
necessary zoning, land-use, building, occupancy, and other
required governmental permits and authorizations, which could
result in increased costs;
- we may abandon development and redevelopment opportunities that
we have already begun to explore and, as a result, we may fail
to recover expenses already incurred in connection with
exploring such development opportunities;
- we may incur construction, reconstruction, development or
redevelopment costs for a community which exceed our original
estimates due to increased materials, labor or other costs, and
we may not be able to increase rents to compensate for the
increase in such costs;
- occupancy rates and rents at a newly completed or redeveloped
community may fluctuate depending on a number of factors,
including market and economic conditions and the development by
competitors of competing communities, and this may result in the
community not being profitable;
- we may be unable to obtain financing with favorable terms for
the proposed development of a community, which may make us
unable to proceed with its development; and
- we may be unable to complete construction and lease-up of a
community on schedule, resulting in increased debt service
expense and construction or reconstruction costs.
Construction costs have been increasing in our markets, and the cost to
redevelop or reposition acquired communities has, in some cases, exceeded our
original estimates. We may experience similar cost increases in the future. If
we are not able to charge rents that will be sufficient to offset the effects of
any increases in construction costs, our profitability could be less than
anticipated.
MARKET CONDITIONS AND THE COST OF FINANCING NEW ACQUISITIONS, DEVELOPMENT AND
REDEVELOPMENT MAY LIMIT OUR GROWTH RATE.
The cost of equity and debt financing for new acquisitions, development
and redevelopment has increased. The increased cost of financing, combined with
increases in the sales prices of existing apartment communities, results in a
lower margin of profit on new acquisitions. While these market conditions
continue, we expect that we will acquire fewer existing apartment communities.
If the current market conditions continue for an extended period, our current
earnings growth rate may slow.
ACQUISITIONS MAY NOT YIELD ANTICIPATED RESULTS.
3
<PAGE>
We may, in the future, acquire apartment communities on a select basis.
Our acquisition activities and their success may be exposed to the following
risks:
- an acquired property may fail to perform as we expected in
analyzing our investment; and
- our estimate of the costs of repositioning or redeveloping an
acquired property may prove inaccurate.
FAILURE TO SUCCEED IN NEW MARKETS MAY LIMIT GROWTH.
We may make selected acquisitions outside of our current market areas
from time to time, if appropriate opportunities arise. Our historical experience
in Northern and Southern California and selected states in the Mid-Atlantic,
Northeast, Midwest and Pacific Northwest regions of the United States does not
ensure that we will be able to operate successfully in new markets. We may be
exposed to a variety of risks if we choose to enter into new markets. These
risks include, among others:
- a lack of market knowledge and understanding of the local
economies;
- an inability to obtain land for development or to identify
acquisition opportunities;
- an inability to obtain construction tradespeople;
- sudden adverse shifts in supply and demand factors;
- an unfamiliarity with local governmental and permitting procedures;
and
- the incurrence of higher operating and administrative costs than we
anticipated.
INCURRENCE OF ADDITIONAL DEBT AND RELATED ISSUANCE OF EQUITY MAY DILUTE EXISTING
STOCKHOLDERS' INTERESTS.
Future issuances of equity may dilute the interests of existing
stockholders. For example, to the extent that additional equity securities are
issued to finance future developments and acquisitions instead of incurring
additional debt, the interests of our existing stockholders could be diluted.
Our ability to execute our business strategy depends on our access to
appropriate amounts of debt financing, including unsecured lines of credit and
other forms of secured and unsecured debt, and equity financing, including
common and preferred equity, which may not be available on favorable terms or at
all.
4
<PAGE>
INSUFFICIENT CASH FLOW COULD AFFECT OUR DEBT FINANCING AND CREATE REFINANCING
RISK.
We are subject to the risks normally associated with debt financing,
including the risk that our cash flow will be insufficient to meet required
payments of principal and interest. The principal outstanding balance on a
portion of our debt will not be fully amortized prior to its maturity. Although
we may be able to repay our debt by using our cashflows, we cannot assure you
that we will have sufficient cash flows available to make all required principal
payments. Therefore, we are likely to need to refinance at least a portion of
our outstanding debt as it matures. There is a risk that we may not be able to
refinance existing debt or that the terms of any refinancing will not be as
favorable as the terms of the existing debt.
RISING INTEREST RATES WOULD INCREASE INTEREST COSTS AND COULD AFFECT THE MARKET
PRICE OF OUR COMMON STOCK.
We currently have, and may in the future incur, variable interest rate
debt under credit facilities as we acquire, construct and reconstruct apartment
communities, as well as for other purposes. Accordingly, if interest rates
increase, our interest costs will also rise, unless we have made arrangements
that hedge the risk of rising interest rates. In addition, an increase in market
interest rates may lead purchasers of our common stock to demand a higher annual
yield, which could adversely affect the market price of our outstanding shares
of common stock.
BOND FINANCING COMPLIANCE REQUIREMENTS COULD LIMIT OUR INCOME, RESTRICT THE USE
OF COMMUNITIES AND CAUSE FAVORABLE FINANCING TO BECOME UNAVAILABLE.
We have financed some of our apartment communities with obligations
issued by local government agencies or instrumentalities because the interest
paid to the holders of this debt is generally exempt from federal income taxes.
These obligations are commonly referred to as "tax-exempt bonds." Compared to
unsecured debt, tax-exempt bonds are less cost competitive than in prior years
and, moreover, generally must be secured by communities.
The compliance requirements for our current tax-exempt bonds, and
the requirements of any future tax-exempt bond financings, may limit the
potential income from communities that are subject to this financing. This is
because under the terms of our current tax-exempt bonds, we must comply with
restrictions on the use of the communities that we financed with these bonds,
including a requirement that we make some of the apartments available to low
and middle income households.
In addition, some of our tax-exempt bond financing documents require us
to obtain a guarantee from a financial institution of payment of the principal
of, and interest on, the bonds. The guarantee may take the form of a letter of
credit, surety bond, guarantee agreement or other additional collateral. If the
financial institution defaults in its guarantee obligations, or if we are unable
to renew the applicable guarantee or
5
<PAGE>
otherwise post satisfactory collateral, a default will occur under the
applicable tax-exempt bonds and the community could be foreclosed upon.
FAILURE TO GENERATE SUFFICIENT REVENUE COULD LIMIT CASH FLOW AVAILABLE FOR
DISTRIBUTIONS TO STOCKHOLDERS.
If our communities do not generate revenues sufficient to meet our
operating expenses, including debt service and capital expenditures, our cash
flow would decrease. This could have an adverse effect on our ability to pay
distributions to our stockholders. The factors in the following risk factor,
among others, could adversely affect the revenues generated by our apartment
communities. Significant expenditures associated with each investment such as
debt service payments, if any, real estate taxes, insurance and maintenance
costs are generally not reduced when circumstances cause a reduction in income
from a community.
UNFAVORABLE CHANGES IN MARKET AND ECONOMIC CONDITIONS COULD HURT OCCUPANCY OR
RENTAL RATES.
The market and economic conditions in Northern and Southern California
and selected states in the Mid-Atlantic, Northeast, Midwest and Pacific
Northwest regions of the United States may significantly affect occupancy or
rental rates at our communities in those regions. This, in turn, may
significantly affect our profitability and our ability to satisfy our financial
obligations. The risks that may affect conditions in those markets include the
following:
- plant closings, industry slowdowns and other factors that adversely
affect the local economy;
- an oversupply of, or a reduced demand for, apartment homes;
- a decline in household formation that adversely affects occupancy
or rental rates;
- the inability or unwillingness of residents to pay rent increases;
and
- rent control or rent stabilization laws, or other laws regulating
housing, on any of our communities could prevent us from raising
rents to offset increases in operating costs.
DIFFICULTY OF SELLING APARTMENT COMMUNITIES COULD LIMIT FLEXIBILITY.
Real estate in our markets can be hard to sell, especially if market
conditions are poor. This may limit our ability to change or reduce the
apartment communities in our
6
<PAGE>
portfolio promptly in response to changes in economic or other conditions. In
addition, federal tax laws may limit our ability to earn a gain on the sale of
communities that we have owned for fewer than four years, and this may affect
our ability to sell communities without adversely affecting returns to our
stockholders.
INCREASED COMPETITION COULD LIMIT OUR ABILITY TO LEASE APARTMENT HOMES OR
INCREASE OR MAINTAIN RENTS.
Our apartment communities compete with other housing alternatives to
attract residents, including other rental apartments, condominiums and
single-family homes that are available for rent, as well as new and existing
condominiums and single-family homes for sale. Competitive residential housing
in a particular area could adversely affect our ability to lease apartment homes
and to increase or maintain rents.
ATTRACTIVE INVESTMENT OPPORTUNITIES MAY NOT BE AVAILABLE, WHICH COULD ADVERSELY
AFFECT OUR PROFITABILITY.
We expect that other real estate investors will compete with us to
acquire existing properties and to develop new properties. These competitors,
including insurance companies, pension and investment funds, partnerships,
investment companies and other apartment real estate investment trusts, may have
greater resources than we do. This competition could increase prices for
properties of the type we would likely pursue. As a result, we may not be able,
or have the opportunity, to make suitable investments on favorable terms in the
future. This could adversely affect our profitability.
RISK OF EARTHQUAKE DAMAGE IN CALIFORNIA MARKETS
Many of our West Coast communities are located in the general vicinity
of active earthquake faults. In July 1998, we obtained a seismic risk analysis
from an engineering firm which estimated the probable maximum damage for each of
the 60 West Coast communities that we owned at that time and for each of the
five West Coast communities under development at that time. The seismic risk
analysis was obtained for each individual community and for all of those
communities combined. To establish a probable maximum damage, the engineers
first define a severe earthquake event for the applicable geographic area, which
is an earthquake that has only a 10% likelihood of occurring over a 50-year
period. The probable maximum damage is determined as the structural and
architectural damage and business interruption loss that is estimated to have
only a 10% probability of being exceeded in the event of such an earthquake.
Because a significant number of our communities are located in the San Francisco
Bay Area, the engineers' analysis defined an earthquake on the Hayward Fault
with a Richter Scale magnitude of 7.1 as a severe earthquake with a 10%
probability of occurring within a 50-year period. The engineers then established
an aggregate probable maximum damage at that time of $113 million for the 60
West Coast communities that we owned at that time and the five West Coast
communities under development. The $113 million probable maximum damage for
those communities was a probable maximum level that the engineers expected to be
exceeded only 10% of the
7
<PAGE>
time in the event of such a severe earthquake. The actual aggregate probable
maximum damage could be higher or lower as a result of variations in soil
classifications and structural vulnerabilities. For each community, the
engineers' analysis calculated an individual probable maximum damage as a
percentage of the community's replacement cost and projected revenues. We
cannot assure you that:
- an earthquake would not cause damage or losses greater than the
probable maximum damage assessments indicate;
- future probable maximum damage levels will not be higher than the
current probable maximum damage levels described above for our
communities located on the West Coast; or
- acquisitions or developments after July 1998 will not have probable
maximum damage assessments indicating the possibility of greater
damage or losses than currently indicated.
In August 1999, we renewed our earthquake insurance, both for physical
damage and lost revenue, with respect to all communities we owned at that time
and all of the communities under development. For any single occurrence, we have
in place $75,000,000 of coverage with a five percent deductible. The five
percent deductible is subject to a minimum of $100,000 and a maximum of
$25,000,000 per occurrence. In addition, our general liability and property
insurance program provides coverage for public liability and fire damage. In the
event an uninsured disaster or a loss in excess of insured limits were to occur,
we could lose our capital invested in the affected community, as well as
anticipated future revenue from that community. We would also continue to be
obligated to repay any mortgage indebtedness or other obligations related to the
community. Any such loss could materially and adversely affect our business and
our financial condition and results of operations.
RISKS OF PROPERTY DAMAGE AND INCREASED EXPENSES RESULTING FROM INCLEMENT WEATHER
Our communities in the Northeast and Midwest expose us to risks
associated with inclement winter weather, including increased costs for the
removal of snow and ice as well as from delays in the construction,
reconstruction, development or redevelopment of apartment communities. In
addition, inclement weather could increase the need for maintenance and repair
of our communities. Similarly, unusually high rainfall or other inclement
weather could result in increased costs due to delays in the construction,
reconstruction, development or redevelopment of apartment communities. These
costs and delays could adversely effect our financial performance.
POTENTIAL LIABILITY FOR ENVIRONMENTAL CONTAMINATION
Under various federal, state and local environmental laws, regulations
and ordinances, a current or previous owner or operator of real estate may be
required,
8
<PAGE>
regardless of knowledge or responsibility, to investigate and remediate the
effects of hazardous or toxic substances or petroleum product releases at such
property, and may be held liable to a governmental entity or to third parties
for property damage and for investigation and remediation costs incurred by such
parties in connection with the contamination. These damages and costs may be
substantial. The presence of such substances (or the failure to properly
remediate the contamination) may adversely affect the owner's ability to borrow
against, sell or rent the affected property. In addition, some environmental
laws create a lien on the contaminated site in favor of the government for
damages and costs it incurs in connection with the contamination.
Certain federal, state and local laws, regulations and ordinances
govern the removal, encapsulation or disturbance of asbestos containing
materials ("ACMs") when such materials are in poor condition or in the event of
reconstruction, remodeling, renovation, or demolition of a building. Such laws
may impose liability for release of ACMs and may provide for third parties to
seek recovery from owners or operators of real properties for personal injury
associated with exposure to ACMs. In connection with our ownership and operation
of the communities, we may potentially be liable for such costs. We are not
aware that any ACMs were used in connection with the construction of the
communities we developed. ACMs were, however, used in connection with the
construction of a number of the communities that we have acquired. We do not
anticipate that we will incur any material liabilities in connection with the
presence of ACMs at our communities. We currently have or intend to implement an
operations and maintenance program for each of the communities at which ACMs
have been detected.
All of our stabilized operating communities, and all of the communities
that we are currently developing or redeveloping, have been subjected to a Phase
I or similar environmental assessment (which generally does not involve invasive
techniques such as soil or ground water sampling). These assessments, together
with subsurface assessments conducted in certain instances, have not revealed
any environmental conditions that we believe will have a material adverse effect
on our business, assets, financial condition or results of operations. We are
not aware of any other environmental conditions which would have such a material
adverse effect.
We are, however, aware that the migration of contamination from an
upgradient landowner near Toscana, one of our communities, has affected the
groundwater there. The upgradient landowner is undertaking remedial response
actions and, as of December 31, 1999, a ground water treatment system had been
installed. We expect that the upgradient landowner will take all necessary
remediation actions and ensure the ongoing operation and maintenance of the
ground water treatment system. The upgradient landowner has also provided an
indemnity that runs to current and future owners of the Toscana property and
upon which we may be able to rely if we incur environmental liability arising
from the groundwater contamination. We are also aware that certain communities
have lead paint and we are undertaking or intend to undertake appropriate
remediation or management activity.
9
<PAGE>
Additionally, prior to 1994, we had been occasionally involved in
developing, managing, leasing and operating various properties for third
parties. Consequently, we may be considered to have been an operator of such
properties and, therefore, potentially liable for removal or remediation
costs or other potential costs which could relate to hazardous or toxic
substances. We are not aware of any material environmental liabilities with
respect to properties managed or developed by us or our predecessors for such
third parties.
We cannot assure you that:
- the environmental assessments described above identified all
potential environmental liabilities;
- no prior owner created any material environmental condition not
known to us or the consultants who prepared the assessments;
- no environmental liabilities have developed since such
environmental assessments were prepared;
- the condition of land or operations in the vicinity of our
communities (such as the presence of underground storage tanks)
will not affect the environmental condition of such communities;
and
- future uses or conditions (including, without limitation, changes
in applicable environmental laws and regulations) will not result
in the imposition of environmental liability.
OUR SHARE OWNERSHIP LIMIT MAY PREVENT TAKEOVERS BENEFICIAL TO STOCKHOLDERS.
For us to maintain our qualification as a real estate investment trust
for federal income tax purposes, not more than 50% in value of our outstanding
stock may be owned, directly or indirectly, by five or fewer individuals. As
defined for federal income tax purposes, the term "individuals" includes a
number of specified entities. Our charter includes restrictions regarding
transfers of our stock and ownership limits that are intended to assist us in
satisfying such limitation. The ownership limits in our charter may have the
effect of delaying, deferring or preventing someone from taking control of us,
even though such a change of control could involve a premium price for our
stockholders or otherwise could be in our stockholders' best interests.
FAILURE TO QUALIFY AS A REAL ESTATE INVESTMENT TRUST WOULD CAUSE US TO BE TAXED
AS A CORPORATION, WHICH WOULD SIGNIFICANTLY LOWER FUNDS AVAILABLE FOR
DISTRIBUTION TO STOCKHOLDERS.
If we fail to qualify as a real estate investment trust for federal
income tax purposes, we will be subject to federal income tax on our taxable
income at regular corporate rates, plus any applicable alternative minimum tax.
In addition, unless we are
10
<PAGE>
entitled to relief under applicable statutory provisions, we would be
disqualified from treatment as a real estate investment trust for the four
taxable years following the year in which we lose our qualification. The
additional tax liability resulting from the failure to qualify as a real estate
investment trust would significantly reduce or eliminate the amount of funds
available for distribution to our stockholders. Furthermore, we would no longer
be required to make distributions to our stockholders.
We believe that we are organized and qualified as a real estate
investment trust, and intend to operate in a manner that will allow us to
continue to qualify as a real estate investment trust. However, we cannot assure
you that we are qualified as a real estate investment trust, or that we will
remain qualified in the future. This is because qualification as a real estate
investment trust involves the application of highly technical and complex
provisions of the Internal Revenue Code for which there are only limited
judicial and administrative interpretations, and involves the determination of a
variety of factual matters and circumstances not entirely within our control. In
addition, future legislation, new regulations, administrative interpretations or
court decisions may significantly change the tax laws or the application of the
tax laws with respect to qualification as a real estate investment trust for
federal income tax purposes or the federal income tax consequences of such
qualification.
THE ABILITY OF OUR STOCKHOLDERS TO CONTROL OUR POLICIES AND AFFECT A CHANGE OF
CONTROL OF OUR COMPANY IS LIMITED, WHICH MAY NOT BE IN OUR STOCKHOLDERS' BEST
INTERESTS
CHARTER AND BYLAW PROVISIONS
There are provisions in our charter and bylaws which may discourage a
third party from making a proposal to acquire us, even if some of our
stockholders might consider the proposal to be in their best interests. These
provisions include the following:
- Our charter authorizes our board of directors to issue up to 50
million shares of preferred stock without stockholder approval
and to establish the preferences and rights, including voting
rights, of any series of preferred stock issued. The board of
directors may issue preferred stock without stockholder
approval, which would allow the board to issue one or more
classes or series of preferred stock that could discourage or
delay a tender offer or change in control.
- To maintain our qualification as a real estate investment trust
for federal income tax purposes, not more than 50% in value of
our outstanding stock may be owned, directly or indirectly, by
five or fewer individuals at any time during the last half of
any year. To maintain this qualification, and to otherwise
address concerns about concentrations of ownership of our
capital stock, our charter generally prohibits ownership
(directly, by virtue of the attribution provisions of the
Internal Revenue Code, or beneficially, as defined in Section 13
of the Securities Exchange Act of 1934) by any single stockholder
of more than 9.8% of the issued and outstanding shares of any
class or series of our stock. In general, under our charter,
pension plans and mutual funds may actually and beneficially own
up to 15% of the outstanding shares of any class or series of
stock.
11
<PAGE>
Under our charter, our board of directors may in its sole discretion waive or
modify the ownership limit for one or more persons. These ownership limits
may prevent or delay a change in control and, as a result, could adversely
affect our stockholders' ability to realize a premium for their shares of
common stock.
SHAREHOLDER RIGHTS AGREEMENT
On February 28, 2000, we amended our shareholder rights agreement,
which we adopted on March 9, 1998, to increase from 10% to 15% the limitation
on ownership of the Company's common stock that is applied to certain types
of institutional investors. As a result of the amendment, pension plans
meeting certain criteria under the Internal Revenue Code and investment
companies registered under the Investment Company Act of 1940 may acquire or
seek to acquire beneficial ownership of up to 15% of the outstanding shares
of the Company's common stock without violating the ownership limit set forth
in the Company's charter or becoming "Acquiring Persons" or otherwise causing
a "Distribution Date" to occur (as such terms are defined in the Shareholder
Rights Agreement). Under the terms of the amended shareholder rights
agreement, our board of directors may in effect delay or prevent a person or
group from acquiring 10% (or 15% in the case of the institutional investors
described above) or more of the outstanding shares of our common stock. This
is because, unless our board approves of such person's purchase, after that
person acquires 10% (or 15% in the case of the institutional investors
described above) or more of our outstanding common stock, all other
stockholders will have the right to purchase securities from us at a price
that is less than their then fair market value. These purchases by the other
stockholders would substantially reduce the value and influence of the shares
of our common stock owned by the acquiring person. Our board of directors,
however, may prevent the shareholder rights agreement from operating in this
manner. Thus, our board has significant discretion to approve or disapprove a
person's efforts to acquire a large interest in us.
MARYLAND LAW
As a Maryland corporation, we are subject to the provisions of the
Maryland General Corporation Law. Maryland law imposes restrictions on some
business combinations and requires compliance with statutory procedures before
some mergers and acquisitions may occur. Maryland law may delay or prevent
offers to acquire us or increase the difficulty of completing any offers, even
if they are in our stockholders' best interests.
12
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
1.1 Distribution Agreement, dated December 21, 1998, among the Company
and the Agents, including Administrative Procedures, relating to the MTNs.
(Incorporated by reference to Exhibit 4.4 to the Company's Current Report on
Form 8-K filed on December 21, 1998.)
1.2 First Amendment, dated as of June 27, 2000, to Distribution Agreement,
dated December 21, 1998, among AvalonBay and the Agents. (Filed herewith.)
4.1 Indenture, dated as of January 16, 1998, between the Company and
State Street Bank and Trust Company, as Trustee. (Incorporated by reference
to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on
January 21, 1998.)
4.2 First Supplemental Indenture, dated as of January 20, 1998, between
the Company and the Trustee. (Incorporated by reference to Exhibit 4.2 to the
Company's Current Report on Form 8-K filed on January 21, 1998.)
4.3 Second Supplemental Indenture, dated as of July 7, 1998, between the
Company and the Trustee. (Incorporated by reference to Exhibit 4.2 to the
Company's Current Report on Form 8-K filed on July 9, 1998.)
4.4 Amended and Restated Third Supplemental Indenture, dated as of July 10,
2000, between AvalonBay and the Trustee, including forms of Floating Rate Note
and Fixed Rate Note. (Filed herewith.)
10.1 AvalonBay Communities, Inc. Officer Severance Plan. (Filed herewith.)
13
<PAGE>
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.
By: /s/ Thomas J. Sargeant
------------------------------------
Dated: July 10, 2000 Thomas J. Sargeant
Executive Vice President, Chief Financial
Officer
14
<PAGE>
Exhibit Index
1.1 Distribution Agreement, dated December 21, 1998, among the Company
and the Agents, including Administrative Procedures, relating to the MTNs.
(Incorporated by reference to Exhibit 4.4 to the Company's Current Report on
Form 8-K filed on December 21, 1998.)
1.2 First Amendment, dated as of June 27, 2000, to Distribution Agreement,
dated December 21, 1998, among AvalonBay and the Agents. (Filed herewith.)
4.1 Indenture, dated as of January 16, 1998, between the Company and
State Street Bank and Trust Company, as Trustee. (Incorporated by reference
to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on
January 21, 1998.)
4.2 First Supplemental Indenture, dated as of January 20, 1998, between
the Company and the Trustee. (Incorporated by reference to Exhibit 4.2 to the
Company's Current Report on Form 8-K filed on January 21, 1998.)
4.3 Second Supplemental Indenture, dated as of July 7, 1998, between the
Company and the Trustee. (Incorporated by reference to Exhibit 4.2 to the
Company's Current Report on Form 8-K filed on July 9, 1998.)
4.4 Amended and Restated Third Supplemental Indenture, dated as of July 10,
2000, between AvalonBay and the Trustee, including forms of Floating Rate Note
and Fixed Rate Note. (Filed herewith.)
10.1 AvalonBay Communities, Inc. Officer Severance Plan. (Filed herewith.)
15
