8-K: Current report filing
Published on December 22, 1997
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): DECEMBER 18, 1997
-----------------
BAY APARTMENT COMMUNITIES, INC.
-------------------------------
(Exact name of Registrant as specified in charter)
MARYLAND 1-12672 77-0404318
- ---------------------------- ------------------------ -------------------
(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
4340 STEVENS CREEK BOULEVARD, SUITE 275, SAN JOSE, CA 95129
-----------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(408) 983-1500
--------------
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
On December 18, 1997, Bay Apartment Communities, Inc. (the "Company")
consummated an underwritten public offering of 3,000,000 shares of 8.00% Series
D Cumulative Redeemable Preferred Stock, par value $.01 per share (the "Series D
Preferred Stock"), at price per share of $25.00. Dividends on the Series D
Preferred Stock are cumulative from the date of original issuance and are
payable quarterly, commencing March 15, 1998, at the rate of 8.00% per annum of
the liquidation preference (equivalent to a fixed annual rate of $2.00 per
share). The underwriting agreement related to this offering is being filed
herewith as Exhibit 1.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
1.1 Underwriting Agreement, dated December 15, 1997, by and
between the Company, PaineWebber Incorporated and Morgan
Stanley & Co. Incorporated, relating to the sale of
3,000,000 shares of 8.00% Series D Cumulative Redeemable
Preferred Stock, par value $.01 per share, of the Company.
2
SIGNATURES
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.
BAY APARTMENT COMMUNITIES, INC.
Dated: December 18, 1997 By:/s/ Jeffrey B. Van Horn
-----------------------
Name: Jeffrey B. Van Horn
Title: Vice President and Chief
Financial Officer
3