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) October 20, 1997 ---------------- Post Apartment Homes, L.P. -------------------------- (Exact name of registrant as specified in its charter) Georgia 0-28226 58-2053632 - ------------------------------ -------------- --------------------- (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 -------------- 2 Item 5. Other Events Post Apartment Homes, L.P. (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. 333-36595). Item 7. Financial Statements and Exhibits. (c) Exhibits. 1(a) - Distribution Agreement 4(a) - Form of Fixed Rate Note (Incorporated by reference from Exhibit 4(a) to the Registrant's Current Report on Form 8-K dated January 29, 1997) 4(b) - Form of Floating Rate Note (Incorporated by reference from Exhibit 4(b) to the Registrant's Current Report on Form 8-K dated January 29, 1997) 5(a) - Opinion of King & Spalding 8(a) - Opinion of King & Spalding re: tax matters 23(a) - Consent of Ernst & Young LLP 23(b) - Consent of King & Spalding (included in Exhibit 5(a)) -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 APARTMENT HOMES, L.P. (Registrant) By: POST PROPERTIES, INC., as general partner Date: October 20, 1997 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) - Distribution Agreement 4(a) - Form of Fixed Rate Note (Incorporated by reference from Exhibit 4(a) to the Registrant's Current Report on Form 8-K dated January 29, 1997) 4(b) - Form of Floating Rate Note (Incorporated by reference from Exhibit 4(b) to the Registrant's Current Report on Form 8-K dated January 29, 1997) 5(a) - Opinion of King & Spalding 8(a) - Opinion of King & Spalding re: tax matters 23(a) - Consent of Ernst & Young LLP 23(b) - Consent of King & Spalding (included in Exhibit 5(a)) -4-