SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12
AvalonBay Communities, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
AVALONBAY COMMUNITIES, INC. LETTERHEAD
April 17, 2001
Dear Fellow Stockholder:
We previously sent to you a proxy statement for our 2001 Annual Meeting
of Stockholders to be held on May 8, 2001. The proxy statement described three
proposals. Your Board of Directors recommends a vote FOR Proposals 1 and 2 and
AGAINST PROPOSAL 3.
YOUR VOTE IS VERY IMPORTANT, no matter how many or how few shares you may
own. If you have not yet voted, please vote TODAY by telephone, by Internet, or
by signing and returning the enclosed voting form in the postage-paid envelope
provided.
Thank you for your support.
Sincerely,
/s/ Richard L. Michaux
-----------------------------------
Richard L. Michaux
EXECUTIVE CHAIRMAN
==================================================================
IMPORTANT NOTE:
REMEMBER, YOU MAY VOTE BY TELEPHONE OR INTERNET --
Simply follow the easy instructions on the enclosed voting form.
If you have any questions, or need assistance in
voting your shares, please call our proxy solicitor:
INNISFREE M&A INCORPORATED
TOLL-FREE AT 1-888-750-5834
==================================================================
Form of Proxy Card
TO SUBMIT YOUR PROXY BY MAIL, PLEASE DETACH HERE
------------------------------------------------------------------------------
AVALONBAY COMMUNITIES, INC.
ANNUAL MEETING OF STOCKHOLDERS, MAY 8, 2001, 10:30 A.M. LOCAL TIME
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
P R O X Y
The undersigned hereby appoints Gilbert M. Meyer, Richard L. Michaux and
Thomas J. Sargeant, and each of them, each with full power of substitution,
to act as proxy for the undersigned, and to represent and vote all shares of
common stock, par value $0.01 per share, of AvalonBay Communities, Inc. (the
"Company") held of record by the undersigned as of the close of business on
March 19, 2001 and which the undersigned is entitled to vote only at the
Annual Meeting of Stockholders (the "Annual Meeting"), to be held on May 8,
2001, 10:30 a.m. local time, and any adjournments or postponements thereof,
with all of the powers the undersigned would possess if personally present at
the Annual Meeting.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED
"FOR" PROPOSALS 1 AND 2, AND "AGAINST" PROPOSAL 3. IF ANY OTHER BUSINESS IS
PRESENTED AT THE ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF,
INCLUDING WHETHER OR NOT TO ADJOURN THE ANNUAL MEETING, THIS PROXY WILL BE
VOTED BY THE PROXIES IN THEIR DISCRETION. AT THE PRESENT TIME, THE BOARD OF
DIRECTORS IS NOT AWARE OF ANY OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL
MEETING. THIS PROXY ALSO CONFERS DISCRETIONARY AUTHORITY ON THE BOARD OF
DIRECTORS TO VOTE WITH RESPECT TO THE ELECTION OF ANY PERSON AS DIRECTOR
WHERE ONE OR MORE NOMINEES ARE UNABLE OR UNWILLING TO SERVE AND MATTERS
INCIDENTAL TO THE CONDUCT OF THE ANNUAL MEETING. STOCKHOLDERS WHO PLAN TO
ATTEND THE ANNUAL MEETING MAY REVOKE THEIR PROXY BY CASTING THEIR VOTE AT THE
ANNUAL MEETING IN PERSON.
PLEASE COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS PROXY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE
--------------- ---------------
SEE REVERSE SEE REVERSE
SIDE SIDE
--------------- ---------------
Please take a moment now to authorize a proxy to vote your shares of AvalonBay
Communities, Inc. common stock for the 2001 Annual Meeting of Stockholders.
YOU CAN AUTHORIZE A PROXY TO VOTE
YOUR SHARES TODAY IN ONE OF THREE WAYS:
1. BY TELEPHONE--Upon calling the toll-free telephone number below, you
will be asked to enter the Control Number below. Then, if you wish to
authorize a proxy to vote as recommended by the Board of Directors, simply
press 1. If you do not wish to authorize a proxy to vote as the Board
recommends with respect to one or more of the proposals, you need only
respond to a few simple prompts. Your vote will be confirmed and cast as
you directed. (Telephone voting is available for residents of the U.S. and
Canada only.)
---------------------------------
CALL TOLL-FREE 1-866-814-2808 YOUR CONTROL NUMBER IS:
ON A TOUCH-TONE TELEPHONE.
---------------------------------
OR
2. BY INTERNET--Access http://www.proxyvotenow.com/avb, enter the Control
Number shown above and respond to a few simple prompts.
------------------------------------------------------------------------------
You may authorize a proxy to vote your shares by telephone or Internet anytime
until 5:00 p.m. Eastern Standard time, on May 7, 2001. Submitting your proxy
by telephone or Internet authorizes the named proxies in the same manner as
if you had executed and delivered a proxy card.
------------------------------------------------------------------------------
OR
3. BY MAIL--You may submit your proxy by completing, signing, dating and
returning the proxy card in the envelope provided to: AvalonBay
Communities, Inc., c/o Innisfree M&A Incorporated, FDR Station, P.O. Box
5143, New York, NY 10126-2375.
TO SUBMIT YOUR PROXY BY MAIL, PLEASE DETACH HERE
------------------------------------------------------------------------------
|X| PLEASE MARK YOUR VOTES
AS IN THIS EXAMPLE
------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2, AND
"AGAINST" PROPOSAL 3
1. To elect the following individuals to serve as Directors of AvalonBay
Communities, Inc. until their respective successors are duly elected and
qualified: (01) Gilbert M. Meyer, (02) Richard L. Michaux, (03) Bryce
Blair, (04) Bruce A. Choate, (05) John J. Healy, Jr., (06) Lance R. Primis,
(07) Allan D. Schuster, (08) Charles D. Peebler, Jr. and (09) Amy P.
Williams
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY NOMINEE(S), MARK "FOR ALL EXCEPT"
AND WRITE THE NAME(S) OF THE NOMINEE(S) ON THE LINE PROVIDED BELOW.
--------------------------------
VOTE FOR ALL
FOR WITHHELD EXCEPT
| | | | | |
2. To amend the 1994 Stock Incentive Plan, FOR AGAINST ABSTAIN
as amended and restated. | | | | | |
3. To consider and act upon a stockholder FOR AGAINST ABSTAIN
proposal if properly presented to the | | | | | |
Annual Meeting.
4. To transact such other business that may be properly presented to the
Annual Meeting.
------------------------------------------------------------------------------
The undersigned acknowledges receipt from AvalonBay Communities, Inc., prior
to the execution of this proxy, of a Notice of Annual Meeting of
Stockholders, a proxy statement dated April 2, 2001 and an Annual Report to
Stockholders.
Date: , 2001
--------------------------
-----------------------------------------------
Signature of Stockholder
-----------------------------------------------
Signature of Stockholder
Please sign exactly as your name appears on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign. If executed by a
company or partnership, the proxy should be executed in the full corporate or
partnership name and signed by a duly authorized person, stating his or her
title or authority.