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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) October 23, 1997
Post Properties, Inc.
(Exact name of registrant as specified in its charter)
Georgia 1-12080 58-1550675
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) 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
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This document consists of ____ pages
The Exhibit Index is at page 4.
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Item 2. Acquisition or Disposition of Assets
On October 24, 1997, Columbus Realty Trust, a Texas real estate
investment trust ("Columbus"), merged with and into Post Interim Holding
Company, Inc. (formerly Post LP Holdings, Inc.), a wholly owned subsidiary of
the Registrant (the "Merger") pursuant to the terms of an Agreement and Plan of
Merger dated as of August 1, 1997. Pursuant to the Merger, 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.
As a result of the Merger, the Registrant is 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 17, 1997, the Registrant filed financial statements of
Columbus and pro forma financial statements of the Registrant and Columbus with
the Securities and Exchange Commission (the "Commission") pursuant to a Current
Report on Form 8-K.
Item 5. Other Events
The Registrant announced today the issuance and sale (the "Offering")
of 2,000,000 7-5/8% Series B Cumulative Redeemable Preferred Shares (the "Series
B Preferred Shares") (plus an over-allotment option granted to the underwriters
to purchase up to an additional 300,000 Series B Preferred Shares). The
Registrant is filing this Current Report on Form 8-K so as to file with the
Commission certain items that are to be incorporated by reference into its
Registration Statement on Form S-3 (Registration No. 333-36595) with respect to
the Offering.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
1 - Purchase Agreement between the Registrant,
Post Apartment Homes, L.P. and Merrill Lynch
& Co., dated as of October 23, 1997
4(a) - Form of Amendment to Articles of
Incorporation designating the 7-5/8% Series
B Cumulative Redeemable Preferred Shares
4(b) - Form of Certificate for the 7-5/8% Series B
Cumulative Redeemable Preferred Shares
5 - Opinion of King & Spalding regarding
validity of 7-5/8% Series B Cumulative
Redeemable Preferred Shares
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8 - Opinion of King & Spalding relating to
certain tax matters
10 - Form of First Amendment to the Second
Amended and Restated Agreement of Limited
Partnership of Post Apartment Homes, L.P.
23 - Consent of King & Spalding (included in
Exhibits 5 and 8)
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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: October 27, 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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EXHIBIT INDEX
Exhibit Number and Description Page
1 - Purchase Agreement between the Registrant, Post
Apartment Homes, L.P. and Merrill Lynch & Co., dated as
of October 23, 1997
4(a) - Form of Amendment to Articles of Incorporation
designating the 7-5/8% Series B Cumulative Redeemable
Preferred Shares
4(b) - Form of Certificate for the 7-5/8% Series B Cumulative
Redeemable Preferred Shares
5 - Opinion of King & Spalding regarding validity of 7-5/8%
Series B Cumulative Redeemable Preferred Shares
8 - Opinion of King & Spalding relating to certain tax
matters
10 - Form of First Amendment to the Second Amended and Restated
Agreement of Limited Partnership of Post Apartment Homes, L.P.
23 - Consent of King & Spalding (included in Exhibits 5 and 8)
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