UNITED STATES
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): April 14, 2004
AVALONBAY 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.)
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.
On April 14, 2004, AvalonBay Communities, Inc. (the "Company")
issued a press release announcing that it had priced a public offering (the
"Offering") of an aggregate of $150,000,000 principal amount of its 5.375%
Medium Term Notes Due 2014 (the "Notes"). The Offering was made pursuant to a
Prospectus dated July 28, 2003, a Prospectus Supplement dated August 11, 2003
and a Pricing Supplement dated April 14, 2004 relating to the Company's
Registration Statement on Form S-3 (File No. 333-103755). The press release
is filed as Exhibit 99.1 to this report. The Terms Agreement, dated April 14,
2004, by and among the Company and the Agents named therein is filed herewith
as Exhibit 1.1.
Interest on the Notes is payable semi-annually on April 15 and
October 15 and the Notes will mature on April 15, 2014. The Company will use
the net proceeds of approximately $148 million to reduce indebtedness
outstanding under its unsecured credit facility and for other corporate
purposes. Settlement is scheduled for April 21, 2004.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
EXHIBIT NO. DESCRIPTION
1.1* Terms Agreement, dated April 14, 2004.
5.1* Legal Opinion of Goodwin Procter LLP, dated April 21, 2004.
23.1 Consent of Goodwin Procter LLP (included in Exhibit 5.1).
99.1* Press Release of the Company, dated April 14, 2004.
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* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AVALONBAY COMMUNITIES, INC.
Dated: April 21, 2004 By: /s/ THOMAS J. SARGEANT
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Name: Thomas J. Sargeant
Title: Executive Vice President and Chief
Financial Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
1.1* Terms Agreement, dated April 14, 2004.
5.1* Legal Opinion of Goodwin Procter LLP, dated April 21, 2004.
23.1 Consent of Goodwin Procter LLP (included in Exhibit 5.1).
99.1* Press Release of the Company, dated April 14, 2004.
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* Filed herewith.