1 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) September 25, 1996 Post Properties, Inc. --------------------- (Exact name of registrant as specified in its charter) Georgia 1-12080 58-1550675 - ------------------------------------ --------------------------- --------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 3350 Cumberland Circle, Atlanta, Georgia 30339 - ------------------------------------------------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (770) 850-4400 This document consists of pages ----- The Exhibit Index is at page 4. 2 Item 5. Other Events Post Properties, Inc. (the "Registrant") is filing this Current Report on Form 8-K so as to file with the Securities and Exchange Commission certain items that are to be incorporated by reference into its Registration Statement on Form S-3 (Registration No. 333-3555). Item 7. Financial Statements and Exhibits. (c) Exhibits. 1(a) - Purchase Agreement between the Registrant and the Underwriter named therein dated as of September 26, 1996 1(b) - Purchase Agreement between Post Apartment Homes, L.P. and the Underwriters named therein dated as of September 25, 1996 4(a) - Indenture between Post Apartment Homes, L.P. and SunTrust Bank, Atlanta, as Trustee dated as of September 25, 1996 4(b) - Form of Note for series of 7 1/2% Notes due 2006 4(c) - Form of Note for series of 7 1/4% Notes due 2003 4(d) - Form of Amendment to Articles of Incorporation designating the 8 1/2% Series A Cumulative Redeemable Preferred Shares 4(e) - Form of Certificate for the 8 1/2% Series A Cumulative Redeemable Preferred Shares 5 - Opinion of King & Spalding regarding legality of 2006 Notes and 2003 Notes and validity of 8 1/2% Series A Cumulative Redeemable Preferred Shares 12 - Computation of Ratios of Earnings to Fixed Charges -2- 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. POST PROPERTIES, INC. (Registrant) Date: September 27, 1996 By: /s/ John A. Williams -------------------------------------- John A. Williams Chairman of the Board, Chief Executive Officer and Director -3- 4 EXHIBIT INDEX Exhibit Number and Description Page ------------------------------ ---- 1(a) - Purchase Agreement between the Registrant and the Underwriter named therein dated as pf September 26, 1996 1(b) - Purchase Agreement between Post Apartment Homes, L.P. and the Underwriters named therein dated as of September 25, 1996 4(a) - Indenture between Post Apartment Homes, L.P. and SunTrust Bank, Atlanta, as Trustee dated as of September 25, 1996 4(b) - Form of Note for series of 7 1/2% Notes due 2006 4(c) - Form of Note for series of 7 1/4% Notes due 2003 4(d) - Form of Amendment to Articles of Incorporation designating the 8 1/2% Series A Cumulative Redeemable Preferred Shares 4(e) - Form of Certificate for the 8 1/2% Series A Cumulative Redeemable Preferred Shares 5 - Opinion of King & Spalding regarding legality of 2006 Notes and 2003 Notes and validity of 8 1/2% Series A Cumulative Redeemable Preferred Stock 12 - Computation of Ratios of Earnings to Fixed Charges -4-