SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------------------------- DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): OCTOBER 9, 2001 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, VA 22314 ------------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (703) 329-6300 -------------- (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) ITEM 5. OTHER EVENTS. On or about October 9, 2001, AvalonBay Communities, Inc. mailed a letter to holders of record of its outstanding shares of common stock and preferred stock notifying them that the Company has suspended its Dividend Reinvestment and Stock Purchase Plan until further notice. A copy of that letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits 99.1 Letter, dated October 9, 2001, from the Company to its stockholders. SIGNATURES 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. AVALONBAY COMMUNITIES, INC. Dated: October 9, 2001 By: /s/ Thomas J. Sargeant ------------------------------------ Name: Thomas J. Sargeant Title: Executive Vice President, Chief Financial Officer and Treasurer