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EXHIBIT 2
POST PROPERTIES, INC.
(a Georgia corporation)
Common Stock
(Par Value $.01 Per Share)
TERMS AGREEMENT
Dated: October 29, 1998
To: Post Properties, Inc.
4401 Northside Parkway, Suite 800
Atlanta, Georgia 30327
Ladies and Gentlemen:
We understand that Post Properties, Inc., a Georgia corporation (the
"Company"), proposes to issue and sell the number of its shares of common
stock, par value $0.01 per share (the "Common Stock") set forth below. Subject
to the terms and conditions set forth or incorporated by reference herein, we
offer to purchase the number of Initial Underwritten Securities (as defined in
the Purchase Agreement referred to below) set forth below, and the Option
Underwritten Securities (as defined in the Purchase Agreement referred to
below), to the extent any are purchased.
Number of Shares of Initial
Underwriter Underwritten Securities
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Merrill Lynch, Pierce, Fenner & Smith
Incorporated 1,000,000
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Total 1,000,000
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The Underwritten Securities shall have the following terms:
TITLE: Common Stock
NUMBER OF SHARES: 1,000,000
NUMBER OF OPTION UNDERWRITTEN SECURITIES: 150,000
INITIAL PUBLIC OFFERING PRICE PER SHARE: $38.6875
PURCHASE PRICE PER SHARE: $36.7075
LISTING REQUIREMENTS: Approved for listing on the NYSE
LOCK-UP PROVISIONS: 30 days from the date hereof
CLOSING DATE AND LOCATION: November 4, 1998 at 9:00 a.m. at the offices of Hogan
& Hartson L.L.P., 555 Thirteenth Street, N.W., Washington, D.C. 20004.
All the provisions contained in the document attached as Annex A hereto
entitled "Post Properties, Inc. -- Common Stock, Preferred Stock and Depositary
Shares -- Purchase Agreement" are hereby incorporated by reference in their
entirety herein and shall be deemed to be a part of this Terms Agreement to the
same extent as if such provisions had been set forth in full herein. Terms
defined in such document are used herein as therein defined.
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Please accept this offer no later than 5:00 p.m. (New York City time) on
October 29, 1998 by signing a copy of this Terms Agreement in the space set
forth below and returning the signed copy to us.
Very truly yours,
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: /s/ Tjarda Clagett
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Name: Tjarda Clagett
Title: Director
Accepted:
By: POST PROPERTIES, INC.
By: /s/ Sherry W. Cohen
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Name: Sherry W. Cohen
Title: EVP