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 29, 1998 POST PROPERTIES, INC. ---------------------------------------------------- (Exact name of registrant as specified in its charter) Georgia 1-12080 58-1550675 ------------------------------- ------------------------ --------------------------------- (State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.) incorporation) One Riverside, 4401 Northside Parkway, Suite 800, 30327- Atlanta, Georgia 3057 - ------------------------------------------------- ------------------ (Address of principal executive offices) (Zip Code) (770) 850-4400 -------------------------- (Registrant's telephone number, including area code) The Exhibit Index is at page 4. 2 Item 5. Other Events 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 of 1,000,000 shares of its Common Stock (the "Shares"). Item 7. Financial Statements and Exhibits (c) Exhibits. Exhibit No. Description 5 -- Opinion of King & Spalding regarding the validity of the Shares 8 -- Opinion of King & Spalding as to certain tax matters 23 -- Consent of King & Spalding (included in Exhibits 5 and 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 PROPERTIES, INC. (Registrant) Date: November 2, 1998 By: /s/ R. Byron Carlock ----------------------------------- R. Byron Carlock, Jr. Executive Vice President and Chief Investment Officer -3- 4 EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- 5 -- Opinion of King & Spalding regarding the validity of the Shares 8 -- Opinion of King & Spalding as to certain tax matters 23 -- Consent of King & Spalding (included in Exhibits 5 and 8) -4-