SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].
For the fiscal year ended December 31, 2000
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED].
For the transition period from to
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Commission file number 1-12672
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
1996 Non-Qualified Employee Stock Purchase Plan
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B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
AvalonBay Communities, Inc.
2900 Eisenhower Ave., Suite 300
Alexandria, VA 22314
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To The Compensation Committee of the Board of Directors
AvalonBay Communities, Inc.
1996 Non-Qualified Employee Stock Purchase Plan:
We have audited the accompanying statements of financial condition of the
AvalonBay Communities, Inc. 1996 Non-Qualified Employee Stock Purchase Plan
as amended and restated (the Plan) as of December 31, 2000 and 1999, and the
related statements of changes in plan equity for each of the three years
ended December 31, 2000. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial condition of the Plan at December 31,
2000 and 1999 and the changes in plan equity for each of the three years
ended December 31, 2000, in conformity with accounting principles generally
accepted in the United States.
/s/ ARTHUR ANDERSEN LLP
Vienna, Virginia
March 27, 2001
AVALONBAY COMMUNITIES, INC.
1996 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31, 2000 AND 1999
2000 1999
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ASSETS:
Receivable from AvalonBay Communities, Inc.:
Participant contributions $ -- $ 274,653
Employer contributions -- 48,468
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Plan equity $ -- $ 323,121
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The accompanying notes are an integral part of these financial statements.
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AVALONBAY COMMUNITIES, INC.
1996 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF CHANGES IN PLAN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
2000 1999 1998
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Plan equity at the beginning of the year $ 323,121 $ 499,365 $ 298,392
Additions:
Participant contributions 1,132,676 1,026,919 678,997
Employer contributions 431,743 181,221 119,884
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Total additions 1,564,419 1,208,140 798,881
Deductions:
Purchase and distribution of common stock to participants 1,887,540 1,384,384 597,908
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Plan equity at the end of the year $ -- $ 323,121 $ 499,365
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The accompanying notes are an integral part of these financial statements.
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AVALONBAY COMMUNITIES, INC.
1996 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
1. THE PLAN:
Bay Apartment Communities, Inc. ("Bay") adopted the 1996 Non-Qualified
Employee Stock Purchase Plan, as amended and restated (the "Plan"). On
June 4, 1998, Avalon Properties, Inc. merged with and into Bay, and in
connection with such merger Bay was renamed AvalonBay Communities, Inc.
(the "Company"). The primary purpose of the Plan is to encourage common
stock ownership by eligible directors and associates (the "Participants")
in the belief that such ownership will increase each Participant's interest
in the success of the Company. Until January 1, 2000, the Plan provided for
two purchase periods per year. A purchase period was a six month period
beginning each January 1 and July 1 and ending each June 30 and December
31, respectively. After January 1, 2000, there is one purchase period per
year, which begins May 1 and ends October 31. Participants may contribute
portions of their compensation during a purchase period and purchase common
stock at the end thereof. Participation in the Plan entitles each
Participant to purchase common stock at a price which is equal to the
lesser of 85% of the closing price for a share of stock on the first day
of such purchase period or 85% of the closing price on the last day of
such purchase period.
The Company has reserved 1,000,000 shares of common stock for Participants
under the Plan.
PARTICIPANTS CONTRIBUTIONS:
Full time employees who have completed one month of service with the
Company and part time employees who have completed one year of service
in which he or she is credited with at least 1,000 hours of service
are eligible to participate in the Plan either by payroll withholding
or cash payments at any time during each purchase period. Directors
who have completed one month as a member of the Board of Directors are
eligible to participate in the Plan by making cash payments at any
time during each purchase period. Participants elect to participate in
the Plan by completing and submitting an election form to the Company
as plan administrator (the "Plan Administrator").
EMPLOYER CONTRIBUTIONS:
Employer contributions represent the discount or aggregate difference
between the market value price of the Company's common stock and the
established discount purchase price at the end of a purchase period.
DISTRIBUTIONS:
The Company's transfer agent and registrar issues shares of common
stock upon receipt of Participant and Company contributions. The
transfer agent and registrar then prepares stock certificates, which
are registered in the Participant's name, and holds such certificates
on behalf of the Participants or issues stock certificates to the
Participant upon their written request. Accordingly, all shares
purchased under the provisions of the Plan are deemed to be
immediately distributed to the Participants.
Continued
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AVALONBAY COMMUNITIES, INC.
1996 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
1. THE PLAN, CONTINUED:
WITHDRAWALS:
A Participant may withdraw all or any part of the contributions made
during a purchase period by delivering an amended election form to the
plan administrator on or before the last day of such purchase period.
PLAN TERMINATION:
The Board of Directors of the Plan (the "Board") may terminate this
Plan and any purchase period at any time (together with any related
contribution elections) or may terminate any purchase period (together
with any related contribution elections) at any time, provided,
however, no such termination shall be retroactive unless the Board
determines that applicable law requires a retroactive termination of
this Plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF ACCOUNTING:
The accompanying financial statements have been prepared on the
accrual basis of accounting.
ADMINISTRATIVE EXPENSES:
All administrative expenses of the Plan are paid by the Company.
DISTRIBUTIONS:
Distributions are recorded when common stock has been distributed to
Participants.
3. INTERNAL REVENUE SERVICE STATUS:
The Plan is not a qualified plan under Section 423(b) of the Internal
Revenue Code. Participants are subject to any required tax withholding by
the Company on the discount/compensation earned under the Plan.
Continued
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AVALONBAY COMMUNITIES, INC.
1996 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
4. DISTRIBUTIONS:
A summary of stock purchased and distributed for the respective purchase
periods are as follows:
Date of purchase: July 1, 1998 January 2, 1999 July 1, 1999 January 1, 2000 November 1, 2000
Purchase period ended: June 30, 1998 December 31, 1998 June 30, 1999 December 31, 1999 October 31, 2000
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Participant contributions $ 254,589 $ 424,408 $ 752,266 $ 274,653 $ 1,132,676
Employer contributions 44,927 74,957 132,753 48,468 431,743
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Market value of stock $ 299,516 $ 499,365 $ 885,019 $ 323,121 $ 1,564,419
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Market value of stock purchased and
distributed per share $ 38.00 $ 34.25 $ 33.94 $ 34.625 $ 45.938
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Shares purchased and distributed 7,882 14,580 26,076 9,332 34,055
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Plan Administrator has duly caused this annual report to be signed
on its behalf by the undersigned hereunto duly authorized.
AVALONBAY COMMUNITIES, INC.
1996 Non-Qualified Employee Stock
Purchase Plan
Dated: March 30, 2001 By: /s/ Thomas J Sargeant
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Name: Thomas J Sargeant, Chief Financial
Officer and Executive VP