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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 Properties, Inc.
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(Exact name of Registrant as Specified in Charter)
Georgia 1-12080 58-1550675
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
3350 Cumberland Circle, Atlanta, Georgia 30339
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (770) 850-4400
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
On August 4, 1997, 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 the Registrant
(the "Merger").
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 the Registrant, 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 the Registrant 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 the Registrant 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 the Registrant 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, the Registrant 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, the Registrant 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. The Registrant 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 the Registrant
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, the Registrant 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 the Registrant and
management believe add value and enhance the future earnings of the Registrant
and otherwise are in the best interests of shareholders of the Registrant.
Item 7. Financial Statement, Pro Forma Financial Information and Exhibits.
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(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 the Registrant:
(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
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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 PROPERTIES, INC.
Date: September 17, 1997 By: John A. Williams
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John A. Williams
Chairman of the Board,
Chief Executive Officer
and Director
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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