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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 Apartment Homes, L.P.
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(Exact name of registrant as specified in its charter)
Georgia 0-28226 58-2053632
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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
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
Post Properties, Inc. (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.
In connection with the Merger, the general partnership interest of the
Registrant was transferred to Post GP Holdings, Inc., a wholly owned subsidiary
of Post Properties, Inc., and the units of limited partnership of the Registrant
previously held by Post Properties, Inc. were transferred to Post LP Holdings,
Inc. In addition, following the Merger the assets of Columbus were transferred
by Post LP Holdings, Inc. to the Registrant in exchange for units of limited
partnership.
As a result of the Merger, Post Properties, Inc. 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.
The Registrant will file pro forma financial information as required by
Item 7 of Current Report on Form 8-K no later than November 10, 1997.
Item 5. Other Events
Post Properties, Inc. 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 Post Properties, Inc.,
the Registrant and Merrill Lynch & Co., dated as of
October 23, 1997 (incorporated by reference to
Exhibit 1 to the Current Report on Form 8-K filed by
Post Properties, Inc. on the date hereof)
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4(a) - Form of Amendment to Articles of Incorporation of
Post Properties, Inc. designating the 7-5/8% Series B
Cumulative Redeemable Preferred Shares (incorporated
by reference to Exhibit 4(a) to the Current Report on
Form 8-K filed by Post Properties, Inc. on the date
hereof)
4(b) - Form of Certificate for the 7-5/8% Series B
Cumulative Redeemable Preferred Shares (incorporated
by reference to Exhibit 4(b) to the Current Report on
Form 8-K filed by Post Properties, Inc. on the date
hereof)
5 - Opinion of King & Spalding regarding validity of
7-5/8% Series B Cumulative Redeemable Preferred
Shares (incorporated by reference to Exhibit 5 to the
Current Report on Form 8-K filed by Post Properties,
Inc. on the date hereof)
8 - Opinion of King & Spalding relating to certain tax
matters (incorporated by reference to Exhibit 8 to
the Current Report on Form 8-K filed by Post
Properties, Inc. on the date hereof)
10 - Form of First Amendment to the Second Amended and
Restated Agreement of Limited Partnership of the
Registrant (incorporated by reference to Exhibit 10
to the Current Report on Form 8-K filed by Post
Properties, Inc. on the date hereof)
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 APARTMENT HOMES, L.P.
(Registrant)
By: POST GP HOLDINGS, INC.
as general partner
Date: October 27, 1997 By: /s/ John A. Williams
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John A. Williams
Chairman of the Board and Chief
Executive Officer
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EXHIBIT INDEX
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<CAPTION>
Exhibit Number and Description Page
<S> <C> <C> <C>
1 - Purchase Agreement between Post Properties, Inc., the Registrant and
Merrill Lynch & Co., dated as of October 23, 1997 (incorporated by
reference to Exhibit 1 to the Current Report on Form 8-K filed by Post
Properties, Inc. on the date hereof)
4(a) - Form of Amendment to Articles of Incorporation of Post Properties,
Inc. designating the 7-5/8% Series B Cumulative Redeemable Preferred
Shares (incorporated by reference to Exhibit 4(a) to the Current Report
on Form 8-K filed by Post Properties, Inc. on the date hereof)
4(b) - Form of Certificate for the 7-5/8% Series B Cumulative Redeemable
Preferred Shares (incorporated by reference to Exhibit 4(b) to the
Current Report on Form 8-K filed by Post Properties, Inc. on the date
hereof)
5 - Opinion of King & Spalding regarding validity of 7-5/8% Series B
Cumulative Redeemable Preferred Shares (incorporated by reference to
Exhibit 5 to the Current Report on Form 8-K filed by Post Properties,
Inc. on the date hereof)
8 - Opinion of King & Spalding relating to certain tax matters
(incorporated by reference to Exhibit 8 to the Current Report on Form
8-K filed by Post Properties, Inc. on the date hereof)
10 - Form of First Amendment to the Second Amended and Restated Agreement
of Limited Partnership of the Registrant (incorporated by reference to
Exhibit 10 to the Current Report on Form 8-K filed by Post Properties,
Inc. on the date hereof)
23 - Consent of King & Spalding (included in Exhibits 5 and 8)
</TABLE>
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