10-K405/A:
Published on April 16, 1998
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
COMMISSION FILE NUMBER 1-12672
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BAY APARTMENT COMMUNITIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
4340 STEVENS CREEK BLVD., #275, SAN JOSE, CALIFORNIA 95129
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
408-983-1500
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
COMMON STOCK, $.01 PAR VALUE
8.50% SERIES C CUMULATIVE REDEEMABLE PREFERRED STOCK, $.01 PAR VALUE
8.00% SERIES D CUMULATIVE REDEEMABLE PREFERRED STOCK, $.01 PAR VALUE
SERIES E JUNIOR PARTICIPATING CUMULATIVE PREFERRED STOCK, $.01 PAR VALUE
(TITLE OF CLASSES)
NEW YORK STOCK EXCHANGE
PACIFIC EXCHANGE
(NAME OF EXCHANGES ON WHICH REGISTERED)
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve (12) months (or such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past ninety (90) days:
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of
the Registrant, as of March 24, 1998 was approximately $966 million based on the
closing price on the New York Stock Exchange for such stock on March 24, 1998.
The number of shares of the Registrant's common stock, par value $.01 per
share, outstanding as of March 24, 1998 was 26,196,490.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
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EXHIBIT NO. DESCRIPTION
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10.21 Form of Agreement of Limited Partnership of Bay
Countrybrook, L.P., by and among Bay GP, Inc., the Company
and certain other defined Persons. (Incorporated by
reference to Exhibit 10.5 to Form 8-K/A of Bay Apartment
Communities, Inc. dated May 23, 1996.)
10.22 Agreement to Contribute, dated as of March 27, 1996, by and
between the Countrybrook of Berryessa Associates and the
Company. (Incorporated by reference to Exhibit 10.6 to Form
8-K/A of Bay Apartment Communities, Inc. dated May 23,
1996.)
10.23 Employment Agreement, dated June 19, 1996, between the
Company and Jeffrey B. Van Horn. (Incorporated by reference
to Exhibit 10.1 to Form 8-K of Bay Apartment Communities,
Inc. dated January 21, 1997.)
10.24 Promissory Note, dated July 26, 1996, between the Company
and Jeffrey B. Van Horn. (Incorporated by reference to
Exhibit 10.2 to Form 8-K of Bay Apartment Communities, Inc.
dated January 21, 1997.)
10.25 First Amendment to Agreement to Contribute between
Countrybrook of Berryessa Associates and the Company, dated
June 27, 1996. (Incorporated by reference to Exhibit 10.34
to Form 10-K of Bay Apartment Communities, Inc. dated March
18, 1996.)
10.26 Agreement dated as of May 16, 1997, between the Company J.E.
Butler & Associates, Inc. and AP Companies, Ltd. relating to
the formation of Bay Rincon, L.P. (Incorporated by reference
to Exhibit 10.1 to Form 10-Q of Bay Apartment Communities,
Inc. dated August 14, 1997.)
10.27 Severance Agreement and Mutual General Release, dated July
31, 1997, between the Company and Geoffrey L. Baker.
(Incorporated by reference to Exhibit 10.1 to Form 10-Q of
Bay Apartment Communities, Inc. dated November 13, 1997.)
10.28 Agreement of Limited Partnership of Bay Pacific Northwest,
L.P. dated as of September 12, 1997, between the Company and
certain other defined Persons. (Incorporated by reference to
Exhibit 10.1 to Form 8-K of Bay Apartment Communities, Inc.
dated October 28, 1997.)
10.29 Registration Rights Agreement, dated as of September 23,
1997, between the Company and certain defined Holders of
units of limited partnership interests in Bay Pacific
Northwest, L.P. (Incorporated by reference to Exhibit 10.2
to Form 8-K of Bay Apartment Communities, Inc. dated October
28, 1997.)
10.30 Second Amended and Restated Revolving Loan Agreement dated
November 21, 1997, between the Company, Union Bank of
Switzerland, as Co-Agent and Bank, Union Bank of California,
N.A., as Co-Agent and Bank, Union Bank of Switzerland, as
Administrative Agent, and the other Banks signatory thereto.
(Incorporated by reference to Exhibit 10.1 to Form 8-K of
Bay Apartment Communities, Inc. dated December 16, 1997.)
10.31 Bay Apartment Communities, Inc. -- 1994 Stock Incentive
Plan, as amended and restated. Incorporated by reference to
Exhibit 99.1 to Form S-8 of Bay Apartment Communities, Inc.
dated March 5, 1998, File No. 333-47405.)
10.32 Bay Apartment Communities, Inc. -- 1996 Non-Qualified
Employee Stock Purchase Plan dated November 26, 1996.
(Incorporated by reference to Exhibit 99.1 to Form S-3 of
Bay Apartment Communities, Inc., File No. 333-16837.)
10.33 Bay Apartment Communities, Inc. -- 1996 Non-Qualified
Employee Stock Purchase Plan -- Plan Information Statement
dated November 26, 1996. (Incorporated by reference to
Exhibit 99.2 to Form S-3 of Bay Apartment Communities, Inc.,
File No. 333-16837.)
12.1 Statements re: Computation of Ratios.
*21.1 Subsidiaries of the Company.
23.1 Consent of Coopers & Lybrand L.L.P.
*27.1 Financial Data Schedule.
* Previously filed as exhibits to Form 10-K of Bay Apartment Communities, Inc.
dated March 24, 1998.
(b) Reports on Form 8-K
Form 8-K of the Company, dated October 28, 1997, relating to the
acquisition of the Landing West apartment home community and the Rosewalk Phase
II land site and, through Bay Pacific Northwest, L.P., the Gallery Place
apartment home community. This Form 8-K contained Financial Statements under
Rule 3-14 of Registration S-X and pro forma financial statements.
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Form 8-K of the Company, dated December 11, 1997, relating to the
acquisition of the Creekside apartment home community. This Form 8-K contained
Financial Statements under Rule 3-14 of Regulation S-X and pro forma financial
statements.
Form 8-K of the Company, dated December 16, 1997, relating to (i) the
amendment and restatement of the Company's unsecured line of credit from Union
Bank of Switzerland, pursuant to which the maximum revolving credit amount was
increased to $350 million, and (ii) the acquisition of the Governor's Square
apartment home community. This Form 8-K contained Financial Statements under
Rule 3-14 of Regulation S-X and pro forma financial statements.
Form 8-K of the Company, dated December 22, 1997, relating to the
underwritten public offering of 3,267,700 shares of the Company's 8.00% Series D
Cumulative Redeemable Preferred Stock, par value $.01 per share, at a price per
share of $25.00.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
BAY APARTMENT COMMUNITIES, INC.
Date: April 15, 1998 /s/ JEFFREY B. VAN HORN
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Jeffrey B. Van Horn
Chief Financial Officer
(Authorized Officer of the Registrant
and Principal Financial Officer)