8-K: Current report filing
Published on July 9, 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): JULY 1, 1998
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, VIRGINIA 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)
ITEM 5. OTHER EVENTS
DEBT OFFERING
On July 7, 1998 Avalon Bay Communities, Inc. (the "Company") completed
an underwritten public offering of $100,000,000 aggregate principal amount of
its 6.50% Senior Notes due 2003 (the "2003 Notes") and $150,000,000 aggregate
principal amount of its 6.80% Senior Notes due 2006 (the "2006 Notes" and,
together with the 2003 Notes, the "Notes"). The offering of the Notes was made
pursuant to a Prospectus Supplement dated July 1, 1998 relating to the
Prospectus dated June 26, 1998, which is a part of the Company's registration
statement on Form S-3, as amended (File No. 333-41511).
The 2003 Notes bear interest at 6.50% per annum and will mature on
July 15, 2003 and the 2006 Notes bear interest at 6.80% per annum and will
mature on July 15, 2006. The Notes bear interest from July 7, 1998 or from
the immediately preceding Interest Payment Date (as defined below) to which
interest had been paid, payable semi-annually in arrears on January 15 and July
15 of each year, commencing January 15, 1999 (each, an "Interest Payment Date"),
to the persons in whose name the applicable Notes are registered in the security
register for each series on the preceding December 31 or June 30 (whether or not
a business day), as the case may be. Interest on the Notes will be computed on
the basis of a 360-day year of twelve 30-day months.
The Notes may be redeemed at any time at the option of the Company, in
whole or in part, at a redemption price equal to the sum of (i) the principal
amount of the Notes being redeemed plus accrued interest thereon to the
redemption date, and (ii) the Make-Whole Amount (as defined in the Second
Supplemental Indenture referenced below), if any, with respect to such Notes.
The Notes were issued under an Indenture and Second Supplemental
Indenture, each between the Company and State Street Bank and Trust Company, as
Trustee. The underwriting discount for the 2003 Notes was 0.550% and the price
to the public was 99.719% of the principal amount of the 2003 Notes. The
underwriting discount for the 2006 Notes was 0.625% and the price to the public
was 99.723% of the principal amount of the 2006 Notes.
The net proceeds to the Company from the sale of the Notes, after all
anticipated issuance costs, will be approximately $247.6 million. The Company
intends to use the net proceeds to reduce borrowings under its $600 million
unsecured line of credit from Fleet National Bank, Morgan Guaranty Trust Company
of New York, Union Bank of Switzerland and other participating banks (the
"Unsecured Credit Facility").
Delivery of the Notes was made on July 7, 1998 through the facilities
of The Depository Trust Company, against payment therefor in immediately
available funds.
ITEM 7. FINANCIAL STATEMENTS
EXHIBIT NUMBER EXHIBIT
1.1 Underwriting Agreement, dated July 1, 1998, between the
Company and PaineWebber Incorporated, First Union
Capital Markets, J.P. Morgan Securities Inc. and
NationsBank Montgomery Securities LLC.
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 with the
Securities and Exchange Commission on January 21, 1998.)
4.2 Second Supplemental Indenture, between the Company and
State Street Bank and Trust Company, as Trustee.
4.3 The Company's 6.50% Senior Note due 2003.
4.4 The Company's 6.80% Senior Note due 2006.
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.
AVALON BAY COMMUNITIES, INC.
Dated: July 8, 1998 By: /s/ Jeffrey B. Van Horn
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Name: Jeffrey B. Van Horn
Title: Senior Vice President--
Investments and Secretary