8-K: Current report filing
Published on June 19, 1998
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): JUNE 4, 1998
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AVALON BAY COMMUNITIES, INC.
(Exact name of Registrant as specified in charter)
MARYLAND 1-12672 77-0404318
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(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
2900 EISENHOWER AVENUE, SUITE 300, ALEXANDRIA, VA 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)
BAY APARTMENT COMMUNITIES, INC.
4340 STEVENS CREEK BOULEVARD, SUITE 275
SAN JOSE, CALIFORNIA 95129
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(Former name and former address, if changed since last report)
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 4, 1998, pursuant to an Agreement and Plan of Merger, dated as
of March 9, 1998 (the "Merger Agreement"), by and between Bay Apartment
Communities, Inc., a Maryland corporation ("Bay"), and Avalon Properties, Inc.,
a Maryland corporation ("Avalon"), Avalon merged with and into Bay (the
"Merger"), with Bay as the surviving corporation. In connection with the Merger,
Bay changed its name to "Avalon Bay Communities, Inc." ("Avalon Bay").
Pursuant to the Merger Agreement, holders of Avalon common stock, par
value $.01 per share ("Avalon Common Stock"), are entitled to receive, for each
such share held by them on June 4, 1998 at 10:00 p.m. (Baltimore, Maryland
time) (the "Effective Time"), 0.7683 of a share of Avalon Bay common stock, par
value $.01 per share ("Avalon Bay Common Stock"), and an equal number of
associated rights ("Rights") to purchase, under certain circumstances, one
one-thousandth of a share of the Company's Series E Junior Participating
Cumulative Preferred Stock, par value $.01 per share. In exchange for each share
of Avalon 9.00% Series A Cumulative Redeemable Preferred Stock, par value $.01
per share, holders thereof are entitled to receive, for each such share held by
them at the Effective Time, one share of Avalon Bay 9.00% Series F Cumulative
Redeemable Preferred Stock, par value $.01 per share ("Avalon Bay Series F
Preferred Stock"), and in exchange for each share of Avalon 8.96% Series B
Cumulative Redeemable Preferred Stock, par value $.01 per share, holders thereof
are entitled to receive, for each such share held by them at the Effective
Time, one share of Avalon Bay 8.96% Series G Cumulative Redeemable Preferred
Stock, par value $.01 per share ("Avalon Bay Series G Preferred Stock"). In
addition, any holder of Avalon Common Stock who would otherwise be entitled to
receive a fraction of a share of Avalon Bay Common Stock will instead receive an
amount of cash equal to the product of such fraction and $36.825, subject to
applicable withholding taxes.
The aggregate liquidation value of the Avalon Bay Series F Preferred
Stock and Avalon Bay Series G Preferred Stock issued in the Merger is
approximately $218.9 million. In connection with the Merger, Avalon Bay also
assumed outstanding liabilities of Avalon of approximately $646 million.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. Financial statements
of the business acquired are included as Exhibits 99.1 and 99.2
hereto.
(b) PRO FORMA FINANCIAL INFORMATION. Unaudited pro forma financial
information as of and for the three months ended March 31, 1998
and for the year ended December 31, 1997 are included as Exhibit
99.3 hereto.
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(c) EXHIBITS.
2.1 Agreement and Plan of Merger, dated as of March 9, 1998, by
and between Bay Apartment Communities, Inc. and Avalon
Properties, Inc. (Incorporated by reference to the Current
Report on Form 8-K filed by Bay Apartment Communities, Inc. on
March 11, 1998.)
99.1 Financial Statements of Avalon Properties, Inc. at and for the
periods ended December 31, 1997. (Incorporated by reference to
the Annual Report on Form 10-K filed by Avalon Properties,
Inc. on March 30, 1998, as amended and restated by Form 10-K/A
filed by Avalon Properties, Inc. on April 7, 1998.)
99.2 Unaudited Financial Statements of Avalon Properties, Inc. at
and for the period ended March 31, 1998. (Incorporated by
reference to the Quarterly Report on Form 10-Q filed by Avalon
Properties, Inc. on May 15, 1998.)
99.3 Unaudited Pro Forma Financial Information as of and for the
three months ended March 31, 1998 and for the year ended
December 31, 1997.
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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.
AVALON BAY COMMUNITIES, INC.
Dated: June 19, 1998 By: /s/ Joanne M. Lockridge
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Name: Joanne M. Lockridge
Title: Vice President-Finance
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