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 17, 1997
Post Apartment Homes, L.P
------------------------------------------------------------------
(Exact name of Registrant as Specified in Charter)
Georgia 0-28226 58-2053632
- ---------------------------- ------------------------ -------------------
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) 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
Not Applicable
------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
================================================================================
2
Item 5. Other Events
On August 4, 1997, Post Properties, Inc. ("Post"), the general partner
of the Registrant announced that it has entered into a definitive agreement and
plan of merger (the "Merger Agreement") with Columbus Realty Trust, a Texas
real estate investment trust ("Columbus"), pursuant to which Columbus would be
merged into a wholly owned subsidiary of Post.
If the Merger is consummated, each outstanding common share of
beneficial interest, par value $.01 per share, of Columbus will be converted
into the right to receive 0.615 shares of common stock of Post, par value $.01
per share ("Post Common Stock"), with cash being paid in lieu of fractional
shares of Post Common Stock. The Merger is subject to the satisfaction or
waiver of certain conditions, including (i) approval of the Merger Agreement
by the shareholders of Post and Columbus, (ii) approval of the listing of the
shares of Post Common Stock to be issued to the shareholders of Columbus in the
Merger on the New York Stock Exchange, (iii) the receipt by each of Post and
Columbus of an opinion of counsel, dated as of the closing date of the Merger
(the "Closing Date"), that, for such party's taxable year ended December 31,
1993 and all subsequent taxable years ending on or before the Closing Date,
such party was organized and has operated in conformity with the requirements
for qualification as a real estate investment trust ("REIT") under the
Internal Revenue Code of 1986, as amended (the "Code") and (iv) the receipt by
each of Post and Columbus of either (A) a ruling by the Internal Revenue
Service or (B) an opinion of counsel dated as of the Closing Date to the
effect that the Merger should qualify as a reorganization under the provisions
of the Secton 368(a) of the Code and that the surviving company will
constitute a "qualified REIT subsidiary" under Section 856(i) of the Code.
Based on the closing stock price of the Registrant on August 1, 1997,
the transaction values Columbus at approximately $600 million, including debt
and other liabilities. Following the Merger, Post will be the largest
multi-family REIT concentrating on the development of upscale multi-family
apartment homes in the major metropolitan markets of the Southeast and
Southwest, with a total market capitalization of approximately $2.2 billion.
On September 3, 1997, Post filed a Registration Statement on
Form S-4 (the "Form S-4") relating to the merger, which contained a Joint Proxy
Statement/Prospectus, with the Securities and Exchange Commission. The
Securities and Exchange Commission has indicated that the Form S-4 will not be
subject to review. Post and Columbus expect to mail the Joint Proxy Statement
to their shareholders on or about September 24, 1997 and to hold their special
shareholders meetings on October 24, 1997. The closing of the Merger is
expected to take place on October 24, 1997. However, the consummation of the
Merger is subject to the approval of the shareholders of Post and Columbus and
other customary conditions and there can be no assurance that the Merger will
be consummated at the end of October 1997, if at all.
If the Merger is not consummated for any reason, Post will continue to
execute its strategic objective of being a leading apartment owner and
developer in major Sunbelt markets. To the extent such opportunities are
available, it would likely consider other potential combinations with public of
private apartment owners that the Board of Directors of Post and management
believe add value and enhance the future earnings of Post and otherwise are in
the best interests of shareholders of Post.
Item 7. Financial Statement, Pro Forma Financial Information and Exhibits.
-2-
3
(c) Exhibits.
Exhibit 2 - Agreement and Plan of Merger, dated as of
August 1, 1997, among Post Properties, Inc.,
Post LP Holdings, Inc. and Columbus Realty
Trust (incorporated by reference to the
Current Report on Form 8-K of the Registrant
dated as of August 4, 1997).
Exhibit 23 - Consent of Ernst & Young LLP
Exhibit 99.1 - Financial Statements of Acquired Company
The following financial statements of Columbus, together
with the independent auditors' report on certain of such
financial statements:
(i) Consolidated Balance Sheets as of December 31, 1996
and December 31, 1995
(ii) Consolidated Statements of Operations For the Years
Ended December 31, 1996, 1995 and 1994
(iii) Consolidated Statements of Shareholders' Equity for
the Years Ended December 31, 1996, 1995 and 1994
(iv) Consolidated Statements of Cash Flows for the Years
Ended December 31, 1996, 1995 and 1994
(vi) Notes to Consolidated Financial Statements
The following financial statements of Columbus:
(vii) Consolidated Balance Sheets as of June 30, 1997 and
December 31, 1996
(viii) Consolidated Statements of Operations For the Three
and Six Months Ended June 30, 1997 and 1996
(ix) Consolidated Statements of Cash Flows for the Six
Months Ended June 30, 1997 and 1996
(x) Notes to Consolidated Financial Statements
Exhibit 99.2 - Pro Forma Financial Information
The following pro forma consolidated financial information
of Post:
(i) Unaudited Pro Forma Consolidated Balance Sheet as
of June 30, 1997
(ii) Unaudited Pro Forma Combined Statements of
Operations For the Six Months Ended June 30, 1997
and the Year Ended December 31, 1996
(iii) Notes to Unaudited Pro Forma Balance Sheet and
Statement of Operations
-3-
4
SIGNATURES
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 hereunto duly authorized.
POST APARTMENT HOMES, L.P.
(Registrant)
By: POST PROPERTIES, INC.
as general partner
Date: September 17, 1997 By: /s/ John A. Williams
--------------------------------
John A. Williams
Chairman of the Board,
Chief Executive Officer
and Director
5
INDEX TO EXHIBITS
Exhibit Number and Description
2 Agreement and Plan of Merger, dated as of August 1, 1997,
among Post Properties, Inc., Post LP Holdings, Inc. and
Columbus Realty Trust (incorporated by reference to the
Current Report on Form 8-K of the Registrant dated as of
August 4, 1997).
23 Consent of Ernst & Young LLP
99.1 Financial Statements of Acquired Company
99.2 Pro Forma Financial Information