-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PWvVjunw0sjLyNs3BUudBwhXTgDWe8c1z5cIy1qeL1vyj2m079sM5UNzSRSm5tmE 3knb6EyxgooEfEukFKe9xg== 0000947871-97-000080.txt : 19970502 0000947871-97-000080.hdr.sgml : 19970502 ACCESSION NUMBER: 0000947871-97-000080 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970501 SROS: NYSE SROS: PSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BAY APARTMENT COMMUNITIES INC CENTRAL INDEX KEY: 0000915912 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 942528309 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-43987 FILM NUMBER: 97592924 BUSINESS ADDRESS: STREET 1: 4340 STEVENS CREEK BLVD STREET 2: STE 275 CITY: SAN JOSE STATE: CA ZIP: 95129 BUSINESS PHONE: 4089831500 MAIL ADDRESS: STREET 1: 4340 STEVENS CREEK BLVD STREET 2: STE 275 CITY: SAN JOSE STATE: CA ZIP: 95129 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALGEMEEN BURGERLIJK PENSIOENFONDS CENTRAL INDEX KEY: 0000918509 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: OUDE LINDESTRAAT 70 STREET 2: POSTBUS 6401 CITY: DL HEERLEN BUSINESS PHONE: 011-31-45-798022 MAIL ADDRESS: STREET 1: SHERMAN & STERLING STREET 2: 599 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 SCHEDULE D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 BAY APARTMENT COMMUNITIES, INC. (Name of issuer as specified in its Charter) Common Stock, Par Value $0.01 Per Share (Title of class of securities) 072012107 (CUSIP Number) Cornelius J. Dwyer, Jr. Shearman & Sterling 599 Lexington Avenue New York, New York 10022 Telephone: (212) 848-7019 ------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) April 23, 1997 ------------------------------------------------------- (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following |_|. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages) (Page 1 of 7 Pages) SCHEDULE 13D - -------------------------- -------------------------- CUSIP No. 0005543821 Pages 2 of 7 Pages - -------------------------- -------------------------- 1 NAME OF REPORTING PERSON Stichting Pensioenfonds ABP S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION The Kingdom of the Netherlands - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER -- 1,385,000 SHARES --------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER -- OWNED BY --------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER -- 1,385,000 REPORTING --------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER -- 169,100 WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,554,100 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* EP - -------------------------------------------------------------------------------- (Page 2 of 7 Pages) Item 1. Security and Issuer. - ------ ------------------- This statement relates to Common Stock, par value $0.01 per share (the "Common Stock"), of Bay Apartment Communities, Inc. (the "Issuer"). The Issuer is incorporated in Maryland and has its principal executive offices located at 4340 Stevens Creek Boulevard, #275, San Jose, California 95129. Item 2. Identity and Background. - ------ ----------------------- This statement is filed by Stichting Pensioenfonds ABP, an entity established under the laws of The Kingdom of the Netherlands (the "Fund"), whose principal business is investing funds held on behalf of public sector employees of The Kingdom of the Netherlands. The address of the Fund's principal executive office is Oude Lindestraat 70; postbus 2889, 6401 DL Heerlen, The Netherlands. The name, principal occupation, citizenship and business address of each director and of each executive officer of the Fund are as follows:
PRINCIPAL NAME OCCUPATION CITIZENSHIP BUSINESS ADDRESS - ---- ---------- ----------- ---------------- J. Kleiterp Executive Chairman The Netherlands Bestuur Abp of the Board of P.O. Box 30909 Trustees of the Fund 2500 GX DEN HAAG H.J. Albersen Trustee of the Fund The Netherlands CMHF P.O. Box 80204 2508 AM DEN HAAG E.J. Anneveld Trustee of the Fund The Netherlands C.F.O. P.O. Box 84501 2508 AM DEN HAAG W. Drees Trustee of the Fund The Netherlands Wieringenmeen 36 3844 NA HARDERWIJK P.H. Holthuis Trustee of the Fund The Netherlands Ministerie van O&W/ BR/DG P.O. Box 25000 2700 LZ ZOETERMEER L. Koopmans Trustee of the Fund The Netherlands Lange Voorhout 86, app. 24 2514 EJ DEN HAAG R. van Leeuwen Trustee of the Fund The Netherlands ABOP Herengracht 54 1015 BN AMSTERDAM
(Page 3 of 7 Pages)
PRINCIPAL NAME OCCUPATION CITIZENSHIP BUSINESS ADDRESS - ---- ---------- ----------- ---------------- C.L.J. V. Overbeek Trustee of the Fund The Netherlands Katholieke Onderwijs Vakorganisatie Verrijn Stuartlaan 36 2280 EL RIJSWIJK A.C. van Pelt Trustee of the Fund The Netherlands Ned. Gennootschap van Leraren P.O. Box 407 3300 AK DORDRECHT D.M. Sluimers Trustee of the Fund The Netherlands Ministerie van Financien Casuariestraat 32 2511 VB DEN HAAG A.F.P.M. Scherf Trustee of the Fund The Netherlands Icaruslaan 20 5631 LD EINDHOVEN X.J. den Uyl First Deputy Chairman The Netherlands Linnaeuslaan 14 of the Fund 2012 PP HAARLEM J.W.E. Neervens Executive Chairman of The Netherlands ABP the Board of Directors Oude Lindestraat 70 of the Fund 6411 EJ HEERLEN J.F. Maassen Member of the Board of The Netherlands ABP Directors of the Fund Oude Lindestraat 70 6411 EJ HEERLEN J.M.G. Frijns Member of the Board of The Netherlands ABP Directors of the Fund Oude Lindestraat 70 6411 EJ HEERLEN
During the last five years, neither the Fund nor any of its executive officers or directors has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violation with respect to such laws. (Page 4 of 7 Pages) Item 3. Source and Amount of Funds or Other Consideration. - ------ ------------------------------------------------- On April 23, 1997, the Fund acquired 1,385,000 Shares of Common Stock directly from the Issuer in an offering registered under the Securities Act of 1933, as amended, at a price of U.S. $36.125 per Common Share, raising the number of shares of Common Stock beneficially owned by the Fund to 1,554,100 (approximately 7.0% of aggregate number of shares outstanding) and requiring the Fund to file this statement on Schedule 13D. The funds for the foregoing purchase of shares of Common Stock by the Fund were supplied from Dutch public sector pensioners' contributions to the Fund. Item 4. Purpose of Transaction. - ------ ---------------------- The Fund has acquired Common Stock for the purpose of making an investment in the Issuer and not with the present intention of acquiring control of the Issuer's business. The Fund from time to time intends to review its investment in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's securities in particular, as well as other developments and other investment opportunities. Based on such review, the Fund will take such actions in the future as the Fund may deem appropriate in light of the circumstances existing from time to time. If the Fund believes that further investment in the Issuer is attractive, whether because of the market price of the Issuer's securities or otherwise, it may acquire shares of Common Stock or other securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Fund may determine to dispose of some or all of Common Stock currently owned by the Fund or otherwise acquired by the Fund either in the open market or in privately negotiated transactions. Except as set forth above, the Fund has not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present board of directors or management of the Issuer, (e) any material change in the Issuer's capitalization or dividend policy, (f) any other material change in the Issuer's business or corporate structure, (g) any change in the Issuer's charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (h) causing a class of the Issuer's securities to be deregistered or delisted, (i) a class of equity securities of the Issuer becoming eligible for termination of registration or (j) any action similar to any of those enumerated above. (Page 5 of 7 Pages) Item 5. Interest in Securities of the Issuer. - ------ ------------------------------------ (a)-(b) As of the date hereof, the Fund beneficially owns and has the sole power to vote and dispose of 1,385,000 shares of Common Stock. The Fund beneficially owns and has shared power to dispose of an additional 169,100 shares of Common Stock held by the Fund in two securities accounts with ABN AMRO BANK N.V. managed by ABKB/LaSalle Securities and Cohen & Steers Capital Management, respectively. Based on information provided by the Issuer to the Fund on April 25, 1997, the shares of Common Stock beneficially owned by the Fund constitute approximately 7.0% of the outstanding shares of Common Stock. To the knowledge of the Fund, no shares of Common Stock are beneficially owned by any director or executive officer listed under Item 2 above. (c) The Fund has effected the following purchases directly from the Issuer in an offering registered under the Securities Act of 1933, as amended, of Common Stock during the past 60 days: DATE OF NUMBER OF PRICE PURCHASE SHARES PURCHASED PER SHARE -------- ---------------- --------- April 23, 1997 1,385,000 U.S. $36.125 The Fund has effected no open market purchases of Common Stock in the past 60 days. (d) To the knowledge of the Fund, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock beneficially owned by the Fund. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect - ------ --------------------------------------------------------------------- to Securities of the Issuer. --------------------------- Neither the Fund nor any of its executive officers or directors has any contracts, arrangements or understandings with any person with respect to any securities of the Issuer. (Page 6 of 7 Pages) Item 7. Material to Be Filed as Exhibits. - ------ -------------------------------- None. Signature --------- After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 1, 1997 STICHTING PENSIOENFONDS ABP By s/s J. Mensonides -------------------------------- Name: J. Mensonides Title: Managing Director Equity Investments By s/s P.A.W.M. Spijkers -------------------------------- Name: P.A.W.M. Spijkers Title: Managing Director Fixed Income Investments (Page 7 of 7 Pages) -----END PRIVACY-ENHANCED MESSAGE-----