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) March 31, 1998 POST APARTMENT HOMES, L.P. -------------------------- (Exact name of registrant as specified in its charter) Georgia 0-28226 58-2053632 ------------------------------- ------------------------ --------------------------------- (State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.) incorporation) 3350 Cumberland Circle, Atlanta, Georgia 30339 - ----------------------------------------- ------------------ (Address of principal executive offices) (Zip Code) (770) 850-4400 -------------------------- -------- (Registrant's telephone number, including area code) This document consists of 53 pages The Exhibit Index is at page 4. 2 Item 5. Other Events Post Apartment Homes, L.P. announced today the issuance and sale (the "Offering") of $50,000,000 aggregate principal amount of Remarketed Reset Notes due April 7, 2009 (the "Notes"). 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. Exhibit No. Description - ----------- ----------- 4(a) -- Form of Note for the Remarketed Reset Notes due April 7, 2009 4(b) -- Form of Remarketing Agreement for the Remarketed Reset Notes due April 7, 2009 4(c) -- Form of Remarketing Underwriting Agreement for the Remarketed Reset Notes due April 7, 2009 8 -- Opinion of King & Spalding relating to certain tax matters 23 -- Consent of King & Spalding (included in Exhibit 8) -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 GP HOLDINGS, INC. Date: April 8, 1998 By:/s/ John T. Glover --------------------------- John T. Glover President -3- 4 EXHIBIT INDEX Exhibit No. Description Page - ---------- ----------- 4(a) -- Form of Note for the Remarketed Reset Notes due April 7, 2009 4(b) -- Form of Remarketing Agreement for the Remarketed Reset Notes due April 7, 2009 4(c) -- Form of Remarketing Underwriting Agreement for the Remarketed Reset Notes due April 7, 2009 8 -- Opinion of King & Spalding relating to certain tax matters 23 -- Consent of King & Spalding (included in Exhibit 8) -4-