<PAGE> 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) February 4, 1998
POST APARTMENT HOMES, L.P.
--------------------------------------------------------
(Exact name of registrant as specified in its charter)
Georgia 0-28226 58-2053632
- ---------------------------- ------------------------ -------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
3350 Cumberland Circle, Atlanta, Georgia 30339
- ------------------------------------------ ------------------
(Address of principal executive offices) (Zip Code)
(770) 850-4400
--------------------------
(Registrant's telephone number, including area code)
The Exhibit Index is at page 5.
<PAGE> 2
Item 5. Other Events
Post Properties, Inc. announced today the issuance and sale (the
"Offering") of 2,000,000 7 5/8% Series C Cumulative Redeemable Preferred Shares
(the "Series C Preferred Shares") (plus an over-allotment option granted to the
underwriters to purchase up to an additional 300,000 Series C 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.
Certain financial results of Post Properties, Inc. for the fiscal
year and fiscal quarter ended December 31, 1997 are incorporated by reference
in Exhibit 99.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
1 -- Purchase Agreement between the Registrant, Post Apartment
Homes, L.P., and Merrill Lynch & Co., dated as of February 4,
1998 (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 C 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 C 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
C 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 Third 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)
</TABLE>
-2-
<PAGE> 3
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
23 -- Consent of King & Spalding (included in Exhibits 5 and 8)
99 -- Financial results for the fiscal year and fiscal quarter
ended December 31, 1997 (incorporated by reference to Exhibit
99 to the Current Report on Form 8-K filed by Post Properties,
Inc. on the date hereof)
</TABLE>
-3-
<PAGE> 4
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)
Date: February 4, 1998 By: /s/ John T. Glover
----------------------------------------
John T. Glover
President
-4-
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page
- ----------- ----------- ----
<S> <C> <C>
1 -- Purchase Agreement between the Registrant, Post Apartment
Homes, L.P., and Merrill Lynch & Co., dated as of February 4,
1998 (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 C 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 C 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
C 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 Third 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)
99 -- Financial results for the fiscal year and fiscal quarter
ended December 31, 1997 (incorporated by reference to Exhibit
99 to the Current Report on Form 8-K filed by Post Properties,
Inc. on the date hereof)
</TABLE>
-5-
