8-K

UNITED STATES

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): June 18, 2002

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

(Address of principal executive offices) (Zip Code)

(703) 329-6300

(Registrant’s telephone number, including area code)

Item 9.  Regulation FD Disclosure.

On June 18, 2002, representatives of AvalonBay Communities, Inc. will make a presentation in the evening to current and prospective stockholders and other persons and institutions who may be interested in AvalonBay and its business, finances, or securities.  The materials attached to this Current Report on Form 8-K as Exhibits 99.1 and 99.2 disclose in all material respects the presentation that will be made on June 18, 2002.

AvalonBay is furnishing the information included as Exhibit 99.1 to this report pursuant to Regulation FD.  This information is being furnished pursuant to Item 9 of this Current Report on Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and will not be incorporated by reference into any registration statement filed by AvalonBay under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.  This report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.

The presentation material is dated June 18, 2002, and the information and analyses presented should be read as of such date with the understanding that AvalonBay is not undertaking to update this presentation material or the third party data and projections included in this presentation material.

FORWARD-LOOKING STATEMENTS AND QUALIFICATIONS

This filing contains projections and statements regarding trends, both nationally and regionally, in the general economy and in the multifamily real estate industry. By their nature, there can be no assurance as to how accurate these projections will be, and other observers of the economy and the multifamily real estate industry could discern different trends or draw different conclusions from these trends. This report includes data and projections prepared by third parties. AvalonBay does not endorse or confirm such data and projections and is not suggesting that the sources of those projections are experts. Additional cautions apply to data and projections prepared by third parties because AvalonBay cannot independently verify these data and projections. In general, it is unlikely that any two analysts would produce identical data and projections.

This filing, including the exhibits, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You can identify forward-looking statements by the use of words such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “assume,” “project,” “forecast,” and other similar expressions (and abbreviations for such expressions, such as “E” for estimate) that predict or indicate future events and trends.  In addition, statements that do not relate to the reporting of historical matters and that do not report facts about present matters are forward-looking statements. The forward-looking statements contained in this presentation are subject to many risks and uncertainties. These risks and uncertainties include the following:

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•both generally and in our markets, demand for apartment homes may change, economic conditions (including employment and income levels) may change, and competition (including an increase in the supply of apartments) and competitive pricing may increase, and these changes could affect our occupancy and rental rates;

•projections regarding population, income, employment, household formation and other trends could prove to be wrong, or the suggested effect of such trends could prove to be wrong, and therefore investors should be cautious in relying on the analyses of such trends that are presented in this report;

•we may fail to secure development opportunities due to an inability to reach agreements with third parties or to obtain desired zoning and other local approvals;

•we may abandon or defer development opportunities for a number of reasons, including changes in local market conditions, increases in costs of development and increases in the cost of capital, all of which make development less desirable;

•construction costs of a community may exceed our original estimates;

•we may not complete construction and lease-up of communities under development or redevelopment on schedule, resulting in increased interest expense and construction costs and reduced rental revenues;

•financing may not be available on favorable terms or at all, and our cash flow from operations and access to cost effective capital may be insufficient for the development of our pipeline and could limit our pursuit of opportunities;

•our cash flow may be insufficient to meet required payments of principal and interest, and we may be unable to refinance existing indebtedness or the terms of such refinancing may not be as favorable as the terms of existing indebtedness; and

•we may be unsuccessful in managing our current growth in the number of apartment communities.

Additional risks and uncertainties affecting the Company are detailed in AvalonBay’s filings with the Securities and Exchange Commission, including AvalonBay’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001 under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Forward-Looking Statements” and elsewhere in that report and in subsequent reports on Form 10-Q and Form 8-K.

Readers should review this presentation in conjunction with a review of AvalonBay’s Form 10-K for the fiscal year ended December 31, 2001 and subsequent reports on Form 10-Q and Form 8-K.

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Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

(c)  Exhibits

99.1         Slide show presented to investors.  Bracketed text describes photo or graphics omitted from Exhibit 99.1 or gives further explanation or clarification of the matter presented in the slide.

99.2         Portion of slide show that includes graphs, charts, maps or other pictorial presentations.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be filed on its behalf by the undersigned hereunto duly authorized.

AVALONBAY COMMUNITIES, INC.
By:	/s/ Thomas J. Sargeant
	Thomas J. Sargeant
	Executive Vice President and Chief Financial Officer

Dated: June 18, 2002

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Exhibit Index

99.1Presentation Materials.

99.2Presentation Materials.

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EX-99.1

Exhibit 99.1

Slide 1:

AvalonBay

Communities, Inc.

AvalonBay Analyst/Investor Event

Evolution of AVB’s Presence in Washington, DC Metro Area

June 18^th, 2002

Slide 2:

General Market Overview

Market Overview

[See the slide of the same title in Exhibit 99.2]

Slide 3:

General Market Overview

Market Overview

•Stable economic base

•Unemployment historically lower than U.S. average

•High education and income levels

Slide 4:

General Market Overview

Market Profile

Demographics
Total Population	5.0M
Total Households	1.9M
Average Household Income	$110,362 (U.S. $94,622)
Housing
Total Market Rate Apts.	352,640
Median Sales Price	$184,000 (U.S. $158,000)

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Employment
Total Employment	2.8M
Unemployment Rate	3.7% (U.S. 6.0%)
‘01 Employment Growth	35,800 / 1.3% (U.S. 0.3%)
3-yr. Ann. Employ. Growth	81,100 / 3.1%

Slide 5:

General Market Overview

Economic Drivers

•Increased government spending offsets other weaknesses

•Area high-tech employment substantial but less volatile than other areas

•Growth corridors

Slide 6:

General Market Overview

New Supply

[See the slide of the same title in Exhibit 99.2.  In the chart presented, the vertical axis represents new apartment homes completed each year.]

Slide 7:

General Market Overview

Demand/Supply Ratio

[See the slide of the same title in Exhibit 99.2.  In the chart presented, the vertical axis represents the percentage of net new renter households divided by new apartment completions.]

Slide 8:

AVB Portfolio

Evolution of AVB Presence

1994 Communities

[See the slide of the same title in Exhibit 99.2]

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Slide 9:

AVB Portfolio

Evolution of AVB Presence

1997 Communities

[See the slide of the same title in Exhibit 99.2]

Slide 10:

AVB Portfolio

Current Portfolio

2002 Communities

[See the slide of the same title in Exhibit 99.2]

Slide 11:

AVB Portfolio

Portfolio Characteristics

•Varied Product Mix

•17 Stabilized Communities

•7 Development Communities/Rights

•D.C. Portfolio is 12.7% of AVB Apartments

Slide 12:

AVB Portfolio

Portfolio Characteristics

Current Portfolio	Including Development
Pie Chart showing:	Pie Chart showing:
DC — 8%	DC — 14%
MD — 18%	MD — 39%
VA — 74%	VA — 47%

(1)  Based on total dollars invested/projected to be invested at 12/31/01.

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Slide 13:

AVB Market Strategy

Market Strategy

•Major employment centers, growth corridors, infill locations

•Differentiated product

•Complex, infill sites with multiple uses

•Deal structures where REIT status provides unique advantage

•Design sensitivity

Slide 14:

Recent Completions

Recent Completions

[See slide of the same title in Exhibit 99.2]

Slide 15:

Recent Completions

Avalon Crescent

McLean, Virginia

[Photo of Avalon Crescent]

•      Completed 1997

•      558 Apartment Homes

•      $102,000 Cost/Apartment

•      $1,679 Rent/Apartment

•      $1.53 Rent per Sq. Ft.

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Slide 16:

Recent Completions

AvalonatCameron Court

Alexandria, Virginia

[Photo of Avalon at Cameron Court]

•      Completed 1998

•      460 Apartment Homes

•      $94,000 Cost/Apartment

•      $1,626 Rent/Apartment

•      $1.60 Rent per Sq. Ft.

Slide 17:

Recent Completions

Avalon atFoxMill

Herndon,Virginia

[Photo of Avalon at Fox Mill]

•      Completed 2000

•      165 Apartment Homes

•      $118,000 Cost/Apartment

•      $1,605 Rent/Apartment

•      $1.21 Rent per Sq. Ft.

Slide 18:

Recent Completions

Avalon at Arlington Square I

Arlington, Virginia

[Photo of Avalon at Arlington Square I]

•      Completed 2001

•      510 Apartment Homes

•      $137,000 Cost/Apartment

•      $1,840 Rent/Apartment

•      $1.61 Rent per Sq. Ft.

Slide 19:

Recent Completions

PerformanceSummary

(lastsix years)

•8 Development Completions

•$250 Million Total Capital Cost

•11.7% Average Initial Year Yield

[downward arrow]

$140 Million Value Creation

[Supplemental Note:  The statement regarding value creation describes AvalonBay’s estimate of the current fair market value of the eight communities completed in the Washington, D.C. area in the last six years minus their original cost of construction and development.  The “yield” referred to above is AvalonBay’s determination of community-level earnings achieved for the first stabilized year of operations following the completion of construction (before interest, income taxes (if any), depreciation, amortization and extraordinary items, and after taking into account operating expenses for the community but not a management fee or any allocation of corporate overhead), divided by the cost of construction.  Yield, and the components used to calculate yield, are not determined in accordance with generally accepted accounting principles and the method for determining yield used by other REITs could differ.]

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Slide 20:

Development Pipeline

DevelopmentActivity

Development Communities

Community	Location	Number of Homes	Budgeted Cost (in millions)
Avalon at Arlington Square II	Arlington, VA	332	$	43.9
Avalon at Gallery Place	Washington, DC	203	$	50.0
Avalon at Rock Spring	North Bethesda, MD	386	$	45.9
Avalon at Grosvenor Station	North Bethesda, MD	499	$	82.3
Total		1,420	$	222.1

Slide 21:

Development Pipeline

Avalonat Arlington Square II

[Photo of Avalon at Arlington Square II]

•      332 Apartment Homes

•      $43.9M Budgeted Cost

•      $1,695 Pro Forma Avg. Rent/Apt.

•      $1.73 Pro Forma Avg. Rent/Sq. Ft.

•      Expected Completion Q3 2002

Slide 22:

Development Pipeline

Avalon atGalleryPlace I

[Photo of Avalon at Gallery Place I]

•      203 Apartment Homes/8,600 SF Retail

•      $50M Budgeted Construction Cost

•      $2,485 Pro Forma Avg. Rent/Apt.

•      $2.75 Pro Forma Avg. Rent/Sq. Ft.

($2.55 base rent)

•      Expected Completion Q4 2003

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Slide 23:

Development Pipeline

Avalonat Rock Spring

[Photo of Avalon at Rock Spring]

•      386 Apartment Homes

•      $45.9M Budgeted Cost

•      $1,660 Pro Forma Avg. Rent/Apt.

•      $1.68 Pro Forma Avg. Rent/Sq. Ft.

•      Expected Completion Q3 2003

Slide 24:

Development Pipeline

Avalonat Grosvenor Station

[Photo of Avalon at Grosvenor Station]

•      499 Apartment Homes

•      $82.3M Budgeted Cost

•      $1,695 Pro Forma Avg. Rent/Apt.

•      $1.80 Pro Forma Avg. Rent/Sq. Ft.

•      Expected Completion Q4 2004

Slide 25:

Development Pipeline

Development Pipeline

[See slide of same title in Exhibit 99.2]

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Slide 26:

Development Pipeline

DevelopmentActivity

Development Rights

		Number	Budgeted
		of	Cost
Community	Location	Homes	(in millions)
Avalon Traville	North Potomac, MD	520	$	69
Avalon at Gallery Place II	Washington, DC	144	$	30
Avalon at University Station	College Park, MD	320	$	44
Total		984	$	143

Slide 27:

Summary

•Shift to Maryland, D.C.

•Increased mix of suburban and urban

•Representative of broader trend in AVB portfolio

•Market leadership

Slide 28:

Development Pipeline

Avalon at Gallery Place

[See the slide of the same title in Exhibit 99.2]

Slide 29:

Development Pipeline

Avalon at Gallery Place I

[Photo of Avalon at Gallery Place I]

•      203 Apartment Homes/8,600 SF Retail

•      $50M Budgeted Construction Cost

•      $2,485 Pro Forma Avg. Rent/Apt.

•      $2.75 Pro Forma Avg. Rent/Sq. Ft.

($2.55 base rent)

•      Expected Completion Q4 2003

Slide 30:

Development Pipeline

Avalon at Gallery Place

[See the slide of the same title in Exhibit 99.2]

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EX-99.2

Exhibit 99.2

General  Market Overview

Market Overview

1

General Market Overview

New Supply

2

General Market Overview

Demand/Supply Ratio

3

AVB Portfolio

Evolution of AVB Presence

4

AVB Portfolio

Evolution of AVB Presence

5

AVB Portfolio

Current Portfolio

6

Recent Completions

Recent Completions

7

Development Pipeline

Development Pipeline

8

Development Pipeline

Avalon at Gallery Place

9

Development Pipeline

Avalon at Gallery Place

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