8-A12B: Form for the registration / listing of a class of securities on a national securities exchange pursuant to Section 12(b)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

BAY APARTMENT COMMUNITIES, INC.
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(Exact name of registrant as specified in charter)


MARYLAND 77-0404318
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(State or other jurisdiction (IRS employer
of incorporation) identification no.)


4340 STEVENS CREEK BOULEVARD, SUITE 275, SAN JOSE, CA 95129
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(Address of principal executive offices) (Zip code)


Securities to be registered pursuant to Section 12(b) of the Act:

Name of each exchange
Title of each class on which each class is
to be so registered to be registered
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PREFERRED STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
PACIFIC EXCHANGE


Securities to be registered pursuant to Section 12(g) of the Act:


NONE
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(Title of Class)




Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

On March 8, 1998, the Board of Directors of the Company adopted a
Shareholder Rights Agreement (the "Rights Agreement"). The following description
of the terms of the Rights Agreement does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement which is attached
hereto as an exhibit and is incorporated herein by reference.

Pursuant to the terms of the Rights Agreement, the Board of Directors
declared a dividend distribution of one Preferred Stock Purchase Right (a
"Right") for each outstanding share of Common Stock of the Company (the "Common
Stock") to stockholders of record as of the close of business on March 10, 1998
(the "Record Date"). In addition, one Right will automatically attach to each
share of Common Stock issued between the Record Date and the Distribution Date
(as hereinafter defined). Each Right entitles the registered holder thereof to
purchase from the Company a unit consisting of one one-thousandth of a share (a
"Unit") of Series E Junior Participating Cumulative Preferred Stock, par value
$0.01 per share (the "Preferred Stock"), at a cash exercise price of $160.00 per
Unit (the "Exercise Price"), subject to adjustment.

Initially, the Rights are not exercisable and are attached to and trade
with all outstanding shares of Common Stock outstanding as of, and issued
subsequent to, the Record Date. The Rights will separate from the Common Stock
and will become exercisable upon the earlier of (i) the close of business on
the tenth calendar day following the first public announcement that a person or
group of affiliated or associated persons has acquired beneficial ownership of
10% or more of the outstanding shares of Common Stock (an "Acquiring Person")
(the date of said announcement being referred to as the "Stock Acquisition
Date"), or (ii) the close of business on the tenth business day (or such later
calendar day as the Board of Directors may determine) following the commencement
of a tender offer or exchange offer that would result upon its consummation in a
person or group becoming the beneficial owner of 10% or more of the outstanding
shares of Common Stock (the earlier of such dates being herein referred to as
the "Distribution Date").

In the case of certain stockholders of the Company who beneficially
owned 10% or more of the outstanding shares of the Company's Common Stock as of
March 9, 1998 (such stockholders are referred to in the Rights Agreement as
"grandfathered persons"), the Rights generally will be distributed only if any
such stockholder acquires or proposes to acquire additional shares of the
Company's Common Stock. In addition, a "grandfathered person" generally will
become an Acquiring Person only if such person acquires additional shares of the
Company's Common Stock.

Until the Distribution Date (or earlier redemption, exchange or
expiration of the Rights), (a) the Rights will be evidenced by the Common Stock
certificates and will be

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transferred with and only with such Common Stock certificates, (b) new Common
Stock certificates issued after the Record Date will contain a notation
incorporating the Shareholder Rights Agreement by reference, and (c) the
surrender for transfer of any certificates for Common Stock will also constitute
the transfer of the Rights associated with the Common Stock represented by such
certificate.

The Rights are not exercisable until the Distribution Date and will
expire at the close of business on March 9, 2008, unless previously redeemed or
exchanged by the Company as described below.

As soon as practicable after the Distribution Date, Right Certificates
will be mailed to holders of record of Common Stock as of the close of business
on the Distribution Date and, thereafter, the separate Right Certificates alone
will represent the Rights. Except as otherwise determined by the Board of
Directors, only shares of Common Stock issued prior to the Distribution Date
will be issued with Rights.

In the event that a Stock Acquisition Date occurs, proper provision
will be made so that each holder of a Right (other than an Acquiring Person or
associates or affiliates thereof, whose Rights shall become null and void) will
thereafter have the right to receive upon exercise that number of Units of
Preferred Stock of the Company having a market value of two times the exercise
price of the Right (such right being referred to as the "Subscription Right").
In the event that, at any time following the Stock Acquisition Date, (i) the
Company consolidates with, or merges with and into, any other person, and the
Company is not the continuing or surviving corporation, (ii) any person
consolidates with the Company, or merges with and into the Company and the
Company is the continuing or surviving corporation of such merger and, in
connection with such merger, all or part of the shares of Common Stock are
changed into or exchanged for stock or other securities of any other person or
cash or any other property, or (iii) 50% or more of the Company's assets or
earning power is sold, mortgaged or otherwise transferred, each holder of a
Right shall thereafter have the right to receive, upon exercise, common stock of
the acquiring company having a market value equal to two times the exercise
price of the Right (such right being referred to as the "Merger Right"). The
holder of a Right will continue to have the Merger Right whether or not such
holder has exercised the Subscription Right. Rights that are or were
beneficially owned by an Acquiring Person may (under certain circumstances
specified in the Rights Agreement) become null and void.

At any time after a person becomes an Acquiring Person, the Board of
Directors may, at its option, exchange all or any part of the then outstanding
and exercisable Rights for shares of Common Stock or Units of Preferred Stock at
an exchange ratio specified in the Rights Agreement. Notwithstanding the
foregoing, the Board of Directors generally will not be empowered to effect such
exchange at any time after any person becomes the beneficial owner of 50% or
more of the Common Stock of the Company.


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The Exercise Price payable, and the number of Units of Preferred Stock
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 Stock, (ii) if holders of the Preferred Stock are granted certain
rights or warrants to subscribe for Preferred Stock or convertible securities at
less than the current market price of the Preferred Stock, or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).

With certain exceptions, no adjustment in the Exercise Price will be
required until cumulative adjustments amount to at least 1% of the Exercise
Price. The Company is not obligated to issue fractional Units. If the Company
elects not to issue fractional Units, in lieu thereof an adjustment in cash will
be made based on the fair market value of the Preferred Stock on the last
trading date prior to the date of exercise.

The Rights may be redeemed in whole, but not in part, at a price of
$0.01 per Right (payable in cash, Common Stock or other consideration deemed
appropriate by the Board of Directors) by the Board of Directors only until the
earlier of (i) the time at which any person becomes an Acquiring Person or
(ii) the expiration date of the Rights Agreement. Immediately upon the action of
the Board of Directors ordering redemption of the Rights, the Rights will
terminate and thereafter the only right of the holders of Rights will be to
receive the redemption price.

The Rights Agreement may be amended by the Board of Directors in its
sole discretion until the time at which any person becomes an Acquiring Person.
From and after the time at which any person becomes an Acquiring Person, the
Board of Directors may, subject to certain limitations set forth in the Rights
Agreement, amend the Rights Agreement only to cure any ambiguity, defect or
inconsistency, to shorten or lengthen any time period, or to make changes that
do not adversely affect the interests of Rights holders (excluding the interests
of an Acquiring Person or associates or affiliates thereof).

Until a Right is exercised, the holder will have no rights as a
stockholder of the Company (beyond those as an existing stockholder), including
the right to vote or to receive dividends. While the distribution of the Rights
will not be taxable to stockholders or to the Company, stockholders may,
depending upon the circumstances, recognize taxable income in the event that the
Rights become exercisable for Units, other securities of the Company, other
consideration or for common stock of an acquiring company.

Generally, until November 30, 1998 or such later date on which either
the Company or Avalon may terminate the Agreement and Plan of Merger, dated as
of March 9, 1998, by and between the Company and Avalon pursuant to Section
8.1(c) thereof (such date is referred to in the Rights Agreement as the
"Disinterested Administration Date"), the "disinterested directors" of the
Company have the exclusive power and authority to administer the Rights
Agreement and to exercise all rights and powers granted to the Board of
Directors of the Company or the Company thereunder. The Rights Agreement
provides that from and after the Disinterested Administration Date, the Board of
Directors will have the exclusive power and authority to administer the Rights
Agreement and to exercise all rights and powers granted to the Board of
Directors or the Company thereunder. Under the Rights Agreement, a
"disinterested director" generally is (i) any member of the Company's Board of
Directors who is not an employee of the Company and who is not an Acquiring
Person or an affiliate or associate thereof or a representative or nominee
thereof and who was a member of the Board prior to March 9, 1998, or (ii) any
person who subsequently becomes a member of the Company's Board of Directors who
is not an Acquiring Person or an affiliate or associate thereof or a
representative or nominee thereof, if such person's nomination is recommended or
approved by a majority of the "disinterested directors."

The Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as EXHIBIT B the Form of
Rights Certificate, is attached hereto as Exhibit 4.1 and is incorporated herein
by reference. The foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement
which is incorporated herein by reference.


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ITEM 2 - EXHIBITS