<PAGE> 1
Pricing Supplement Dated May 4, 2000 Rule 424(b)(5)
(To Prospectus dated October 20, 1997 and File No. 333-36595
Prospectus Supplement dated October 31, 1997)
POST APARTMENT HOMES, L.P.
MEDIUM TERM NOTES -- FLOATING RATE
CUSIP NO. 73761PAM1
- --------------------------------------------------------------------------------
Principal Amount: $25,000,000 Initial Interest Rate: 7.42%
Agent's Discount or Commission: 0.50% Original Issue Date: May 9, 2000
Net Proceeds to Issuer: $24,875,000 Stated Maturity Date: February 1,
2005
- --------------------------------------------------------------------------------
Calculation Agent: SunTrust Bank
Interest Calculation:
<TABLE>
<S> <C>
[X] Regular Floating Rate Note [ ] Floating Rate/Fixed Rate Note
[ ] Inverse Floating Rate Note (Fixed Rate Commencement Date):
(Fixed Interest Rate) (Fixed Interest Rate):
[ ] Other Floating Rate (see attached)
</TABLE>
<TABLE>
<S> <C> <C>
Interest Rate Basis:
[ ] CD Rate [ ] Prime Rate [ ] Federal Funds Rate
[ ] Commercial Paper Rate [X] LIBOR [ ] Treasury Rate
[ ] 11th District Cost of Funds
[ ] Other (see attached) [ ] CMT Rate Rate
If LIBOR, Designated LIBOR Page: [ ] Reuters Page: Designated CMT Telerate Page:
[X] Telerate Page: 3750 Designated CMT Maturity Index:
</TABLE>
<TABLE>
<S> <C>
Index Currency: U.S. Dollars
Initial Interest Reset Date: August 1, 2000 Spread (+/-): +75 basis points
Interest Reset Dates: Feb. 1, May 1, Aug. 1, Nov. 1 of each
year Spread Multiplier:
Interest Payment Dates: Feb. 1, May 1, Aug. 1, Nov. 1 of
each year Maximum Interest Rate:
Index Maturity: 3 months Minimum Interest Rate:
</TABLE>
Day Count Convention:
[X] Actual/360 for the period from May 9, 2000 to February 1, 2005
[ ] Actual/Actual from the period from to
[ ] 30/360 for the period from to
Redemption:
[X] The Notes cannot be redeemed prior to the Stated Maturity Date.
[ ] The Notes may be redeemed prior to Stated Maturity Date.
Initial Redemption Date:
Initial Redemption Percentage: %
Annual Redemption Percentage Reduction: % until Redemption
Percentage is 100% of the Principal Amount.
Repayment:
[X] The Notes cannot be repaid prior to the Stated Maturity Date.
[ ] The Notes can be repaid prior to the Stated Maturity Date at the
option of the holder of the Notes.
Optional Repayment Date(s):
Repayment Price: %
Currency:
Specified Currency: U.S. Dollars (If other than U.S. dollars, see
attached).
(Applicable only if Specified Currency is
Minimum Denominations: other than U.S. dollars).
Original Issue Discount: [ ] Yes [X] No
Total Amount of OID: Yield to Maturity:
Initial Accrual Period:
Form: [X] Book-Entry [ ] Certificated
Agent: [ ] Merrill Lynch & Co.
[ ] Lehman Brothers
[ ] J.P. Morgan Securities Inc.
[X] Bear, Stearns & Co. Inc.
Agent acting in the capacity as indicated below:
[X] Agent [ ] Principal
If as principal:
[ ] The Notes are being offered at varying prices related to prevailing
market prices at the time of resale.
[ ] The Notes are being offered at a fixed initial public offering price
of % of principal amount.
If as Agent:
The Notes are being offered at a fixed initial public offering price of
100% of principal amount.
Other Provisions:
<PAGE> 2
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for Post Apartment Homes, L. P. (the
"Operating Partnership") was 2.6 for the year ended December 31, 1999, 2.7 for
the year ended December 31, 1998, 2.5 for the year ended December 31, 1997, 2.7
for the year ended December 31, 1996 and 2.1 for the year ended December 31,
1995.
For purposes of calculating the ratio of earnings to fixed charges,
earnings have been calculated by adding fixed charges, excluding capitalized
interest, to pre-tax income from continuing operations. Fixed charges consist of
interest costs, whether expensed or capitalized, the interest component of
rental expense and amortization of debt issuance costs.
FEDERAL INCOME TAX CONSIDERATIONS
The following discussion supplements, and to the extent inconsistent
therewith, replaces, the discussion in the prospectus dated October 20, 1997
under the heading "FEDERAL INCOME TAX CONSIDERATIONS" and the discussion in the
prospectus supplement dated October 31, 1997 under the heading "CERTAIN UNITED
STATES FEDERAL INCOME TAX CONSIDERATIONS."
TAX RELIEF EXTENSION ACT OF 1999
On December 17, 1999, the Tax Relief Extension Act of 1999 was signed into
law. This legislation modifies several provisions of the Internal Revenue Code
of 1986, as amended, relating to real estate investment trusts, or REITs, such
as Post Properties, Inc. (the "Company"). In general, the modifications to the
REIT provisions of the Internal Revenue Code will become effective in the
Company's taxable year that will begin on January 1, 2001.
Changes to the REIT Annual Distribution Requirement. Under current
applicable law, as described in the prospectus dated October 20, 1997 under the
heading "FEDERAL INCOME TAX CONSIDERATIONS -- Requirements for
Qualification -- Distribution Requirements," in order to qualify as a REIT for
federal income tax purposes, the Company is required to distribute to its
shareholders, with respect to each taxable year, dividends (other than capital
gain dividends) in an aggregate amount at least equal to 95% of its REIT taxable
income, determined without regard to net capital gain. Beginning in 2001, this
annual distribution requirement will be reduced, so that the Company will be
required to distribute only 90% of its REIT taxable income (determined without
regard to net capital gain). As under current law, however, to the extent that
the Company does not distribute all of its net capital gain or distributes at
least 95 (90% beginning in 2001) but less than 100% of its REIT taxable income,
it will be subject to federal income tax on the undistributed income at regular
corporate tax rates. Furthermore, if the Company fails to distribute during each
calendar year at least the sum of (i) 85% of its REIT ordinary income for the
year, (ii) 95% of its REIT capital gain net income for the year, and (iii) any
undistributed taxable income from prior periods, it will be subject to a
nondeductible 4% excise tax on the excess of the required distribution over the
amounts actually distributed or, in the case of net capital gain retained by the
Company, deemed to have been distributed.
Changes to the REIT Asset Trusts. Under current applicable law, as
described in the prospectus dated October 20, 1997 under the heading "FEDERAL
INCOME TAX CONSIDERATIONS -- Requirements for Qualification -- Asset Tests," in
order for the Company to qualify as a REIT for federal income tax purposes, it
must not own more than 10% of the outstanding voting securities of any corporate
issuer (referred to herein as a "non-qualified REIT subsidiary") other than a
qualified REIT subsidiary or another REIT. In addition, the value of any
non-qualified REIT subsidiary's debt and equity securities owned by the Company
may not exceed 5% of the value of the Company's total assets. Debt that is
secured by real estate assets generally does not constitute a "security" for
purposes of the 5% asset test.
The Operating Partnership currently owns 100% of the nonvoting stock
(representing substantially all of the equity value) and 1% of the voting stock
of Post Services, Inc., which is a nonqualified REIT subsidiary, and the
Operating Partnership also holds a note issued by Post Services. In addition,
the Operating
PS-2
<PAGE> 3
Partnership owns 100% of the nonvoting stock (representing substantially all of
the equity value) and 2% of the voting stock of Addison Circle Access, Inc., an
inactive corporation which is also a nonqualified REIT subsidiary. By virtue of
its ownership of an interest in the Operating Partnership, the Company is deemed
to own its pro rata share of assets of the Operating Partnership and any
subsidiary partnerships, including the debt and equity securities of Post
Services and Addison Circle Access. Because the Operating Partnership owns less
than 10% of the voting securities of Post Services and Addison Circle, the
Company likewise is treated as owning less than 10%. In addition, based upon its
analysis of the estimated value of the debt and equity securities of Post
Services and Addison Circle Access owned by the Operating Partnership relative
to the estimated value of the other assets owned by the Operating Partnership,
the Company believes that its pro rata share of the debt and equity securities
of its nonqualified REIT subsidiaries at all relevant times has been less than
5% of the total value of the Company's assets. However, no independent
appraisals have been obtained to support this conclusion, and King & Spalding,
in rendering its opinion as to the Company's qualification as a REIT, is relying
on the Company's representation with respect to the value of the debt and equity
securities of Post Services and Addison Circle Access. After reasonable inquiry,
King & Spalding is not aware of any facts inconsistent with the Company's
representation about the value of its non-qualified REIT subsidiaries. Although
the Company plans to take steps to ensure that it satisfies the 5% value test
for any quarter with respect to which any actual or deemed acquisition of the
securities of its nonqualified REIT subsidiaries is to occur, there can be no
assurance that such steps always will be successful or will not require a
reduction in the Operating Partnership's overall interest in the securities of
its non-qualified REIT subsidiaries.
Under the new law, beginning in 2001, a REIT also will be prohibited from
owning more than 10% of the value of the outstanding debt and equity securities
of any non-qualified REIT subsidiary, subject to two principal exceptions.
First, under a "grandfather rule," a REIT's ownership of the debt and equity
securities of a non-qualified REIT subsidiary held on July 12, 1999, will be
exempt from the new 10% value test until the first day after July 12, 1999 on
which the non-qualified REIT subsidiary engages in a substantial new line of
business or acquires any substantial asset or until the REIT acquires additional
securities of the non-qualified REIT subsidiary. Second, a REIT and a
nonqualified REIT subsidiary may make a joint election for the non-qualified
REIT subsidiary to be treated as a "taxable REIT subsidiary." The securities of
a taxable REIT subsidiary held by a REIT are not subject to the new 10% value
test.
Because the Company, through the Operating Partnership, owns more than 10%
of the value of the outstanding securities of both of its nonqualified REIT
subsidiaries, the Company would be disqualified as a REIT beginning in 2001
unless either (1) the securities of the nonqualified REIT subsidiaries were
eligible for relief under the grandfather rule or (2) the Company and its
nonqualified REIT subsidiaries were to elect to treat the nonqualified REIT
subsidiaries as taxable REIT subsidiaries. Although the securities of Post
Services and Addison Circle Access held by the Operating Partnership may be
eligible for relief under the grandfather rule, the Company anticipates that an
election will be made, effective January 1, 2001, for Post Services and Addison
Circle Access to be treated as taxable REIT subsidiaries.
In addition to being exempt from the new 10% value test, securities of a
taxable REIT subsidiary also are exempt from the 5% asset test and the 10%
voting securities test under current law. Thus, if a taxable REIT subsidiary
election is made, the Operating Partnership would be permitted to acquire the
voting stock of Post Services and Addison Circle Access, which is currently held
by executive officers of the Company.
Under the new rules, a number of constraints are imposed on REITs and their
taxable REIT subsidiaries to ensure that REITs cannot, through taxable REIT
subsidiaries, engage in substantial non-real estate activities and also to
ensure that taxable REIT subsidiaries pay an appropriate corporate-level tax on
their income. First, the value of the debt and equity securities of all taxable
REIT subsidiaries owned by a REIT (including mortgages secured by real estate)
cannot represent more than 20% of the value of the REIT's total assets. Second,
a taxable REIT subsidiary will be subject to the "earnings stripping" rules of
the Internal Revenue Code with respect to interest paid to the REIT, which could
disallow a portion of the taxable REIT subsidiary's interest deductions under
certain circumstances. Third, a 100% excise tax may be imposed on the REIT with
respect to certain "redetermined rents, redetermined deductions, and excess
interest" to ensure arm's length (1) pricing for services provided by the
taxable REIT subsidiary to REIT tenants and
PS-3
<PAGE> 4
(2) allocation of shared expenses between the REIT and the taxable REIT
subsidiary. Certain additional limitations also will apply.
REGULATIONS REPLACING IRS NOTICE 88-19
Recently, the Treasury Department issued retroactive temporary regulations,
which previously had been announced in IRS Notice 88-19. Notice 88-19 is
described in the Prospectus under the heading "FEDERAL INCOME TAX
CONSIDERATIONS -- Qualification and Taxation of the Company as a REIT."
Under the temporary regulations, as under Notice 88-19, if the Company
acquires any asset from a C corporation in a transaction in which the basis of
the asset in the Company's hands is determined by reference to the basis of the
asset (or any other property) in the hands of the C corporation, and the Company
recognizes gain on the disposition of such asset during the ten-year period
beginning on the date on which such asset was acquired by the Company, then, to
the extent of such property's "built-in" gain (the excess of the fair market
value of such property at the time of acquisition by the Company over the
adjusted tax basis of such property at such time), such gain will be subject to
federal corporate income tax at the highest rate applicable, provided that an
election is made by the Company pursuant to the new regulations to apply the
principles of Section 1374 of the Code to such gain (a "1374 election").
Although the temporary regulations apply retroactively to transactions
occurring on or after June 10, 1987, and therefore apply to the assets acquired
from Columbus in 1997, the regulations permit the Company to make a valid
section 1374 election, with respect to its acquisition of the assets of
Columbus, on the Company's first federal income tax return filed after March 8,
2000. Accordingly, the Company intends to file a section 1374 election with
respect to the assets acquired from Columbus on the Company's federal income tax
return for the taxable year ended December 31, 1999.
BOND PREMIUM
The proposed Treasury regulations relating to the amortization of bond
premium, which are referred to in the prospectus supplement dated October 31,
1997 under the heading "CERTAIN UNITED STATES FEDERAL INCOME TAX
CONSIDERATIONS -- U.S. Holders -- Premium," have been finalized and apply to
debt instruments acquired on or after March 2, 1998.
SALE, EXCHANGE, OR RETIREMENT OF NOTES; CAPITAL GAIN RATES
In the case of a taxpayer other than a corporation, capital gain recognized
upon the sale, exchange or retirement of a Note held for more than one year will
be subject to federal income tax at a maximum rate of 20%. Capital gain
recognized with respect to a Note held for one year or less will be subject to
federal income tax at the same rates as ordinary income.
NON-U.S. HOLDERS OF NOTES; IDENTIFICATION AND CERTIFICATION REQUIREMENTS
The effective date for the final Treasury regulations relating to the
identification and certification requirements described in the prospectus
supplement dated October 31, 1997 under the caption "CERTAIN UNITED STATES
FEDERAL INCOME TAX CONSIDERATIONS -- Non-U.S. Holders," has been extended so
that the new regulations will apply to payments made after December 31, 2000,
subject to certain transition rules. Foreign holders of Notes should consult
their own tax advisors regarding the effect of the new regulations, if any, on
their investment in the Notes.
PS-4
<PAGE> 5
RECENT DEVELOPMENTS
SELECTED FINANCIAL INFORMATION
The following unaudited financial information as of and for the three month
periods ended March 31, 2000 and 1999 has been prepared by the Operating
Partnership's management in accordance with generally accepted accounting
principles for interim financial information and the applicable rules and
regulations of the Securities and Exchange Commission. Accordingly, they do not
include all of the information and footnotes required by GAAP for complete
financial statements. In the opinion of management, all adjustments (consisting
only of normal recurring adjustments) considered necessary for a fair
presentation have been included. The results of operations for the three month
period ended March 31, 2000 are not necessarily indicative of the results that
may be expected for the full year. This financial information should be read in
conjunction with the Operating Partnership's audited financial statements and
notes thereto included in the Operating Partnership's Annual Report on Form 10-K
for the year ended December 31, 1999.
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
----------------------------
2000 1999
------------ ------------
(DOLLARS IN THOUSANDS,
EXCEPT PER UNIT DATA)
(UNAUDITED)
<S> <C> <C>
OPERATING DATA
Revenue:
Rental -- owned properties............................. $ 87,825 $ 75,585
Property management -- third party..................... 908 871
Landscape services -- third party...................... 2,102 1,730
Interest............................................... 539 65
Other.................................................. 4,069 2,641
---------- ----------
Total revenue..................................... 95,443 80,892
---------- ----------
Property operating and maintenance expenses -- owned
properties............................................. 30,651 26,369
Depreciation expense...................................... 17,005 12,710
Property management expenses -- third party............... 788 719
Landscape services expenses -- third party................ 2,005 1,660
Interest expense.......................................... 10,701 7,217
Amortization of deferred loan costs....................... 385 336
General and administrative expenses....................... 2,497 2,383
Minority interest in consolidated property partnerships... (555) 92
---------- ----------
63,477 51,486
---------- ----------
Net income before net gain (loss) on sale of assets and
extraordinary item..................................... 31,966 29,406
Net gain (loss) on sale of assets......................... 687 (1,567)
---------- ----------
Net income before extraordinary item...................... 32,653 27,839
Extraordinary item(1)..................................... -- (521)
---------- ----------
Net income.................................................. 32,653 27,318
Distribution to preferred unitholders....................... (4,369) (2,969)
---------- ----------
Net income available to common unitholders.................. $ 28,284 $ 24,349
========== ==========
Funds from operations(2).................................. $ 43,490 $ 38,754
========== ==========
PER COMMON UNIT DATA
Net income before extraordinary item
(net of preferred distribution) -- basic............... $ 0.64 $ 0.57
========== ==========
Net income available to common unitholders -- basic....... $ 0.64 $ 0.56
========== ==========
Net income before extraordinary item
(net of preferred distribution) -- diluted............. $ 0.63 $ 0.57
========== ==========
Net income available to common unitholders -- diluted..... $ 0.63 $ 0.56
========== ==========
Dividends declared........................................ $ 0.76 $ 0.70
========== ==========
</TABLE>
PS-5
<PAGE> 6
<TABLE>
<CAPTION>
MARCH 31,
------------------------
2000 1999
---------- ----------
(DOLLARS IN THOUSANDS,
(UNAUDITED)
<S> <C> <C>
BALANCE SHEET DATA
Real estate, before accumulated depreciation.............. $2,644,278 $2,327,270
Real estate, after accumulated depreciation............... 2,328,141 2,068,117
Total assets.............................................. 2,419,931 2,141,868
Total debt................................................ 1,046,847 869,881
Partners' equity.......................................... 1,255,375 1,172,259
KEY DEBT STATISTICS
Total secured debt........................................ $ 414,847 $ 331,881
Total unsecured debt...................................... 632,000 538,000
Interest coverage ratio(3)(4)............................. 5.6 6.9
Fixed charge coverage ratio(3)(5)......................... 4.0 4.9
Total debt as a % of undepreciated real estate............ 39.6% 37.4%
</TABLE>
- ---------------
(1) The extraordinary item for the three months ended March 31, 1999 resulted
from the costs associated with the early extinguishment of indebtedness.
(2) The Operating Partnership uses the National Association of Real Estate
Investment Trust ("NAREIT") definition of Funds from Operations ("FFO"), as
defined below in "Funds from Operations and Cash Available for
Distribution".
(3) Calculated for the three months ended March 31, 2000 and 1999.
(4) Interest coverage ratio is defined as net income available for debt service
divided by interest expense. For purposes of this calculation, net income
available for debt service represents earnings before distributions to
preferred unitholders, gain (loss) on sale of assets, interest expense,
depreciation, amortization and extraordinary items.
(5) Fixed charge coverage ratio is defined as net income available for debt
service divided by interest expense plus distributions to preferred
unitholders. For purposes of this calculation, net income available for debt
service represents earnings before distributions to preferred unitholders,
gain (loss) on sale of assets, interest expense, depreciation, amortization
and extraordinary items.
FUNDS FROM OPERATIONS AND CASH AVAILABLE FOR DISTRIBUTION
The Operating Partnership believes FFO is a useful measure of performance
of an equity REIT. The Operating Partnership uses the National Association of
Real Estate Investment Trust definition of FFO, which for any period means the
consolidated net income available to common unitholders of the Operating
Partnership and its subsidiaries for such period excluding gains or losses from
debt restructuring and sales of property, plus depreciation of real estate
assets, and after adjustment for unconsolidated partnerships and joint ventures,
all determined on a consistent basis in accordance with GAAP. National
Association of Real Estate Investment Trust's definition of FFO historically
excluded items classified by GAAP as extraordinary or unusual and significant
non-recurring events that materially distort the comparative measurement of
performance over time. Effective January 1, 2000, National Association of Real
Estate Investment Trust amended its definition of FFO to include in FFO all
non-recurring events, except for those that are defined as extraordinary items
under GAAP and gains and losses from sales of property. The Operating
Partnership adopted this amended definition effective January 1, 2000. FFO
should not be considered as an alternative to net income, determined in
accordance with GAAP, as an indicator of the Operating Partnership's financial
performance or to cash flow from operating activities, determined in accordance
with GAAP, as a measure of the Operating Partnership's liquidity, nor is it
necessarily indicative of sufficient cash flow to fund all of the Operating
Partnership's needs. Cash available for distribution ("CAD") is defined as FFO
less capital expenditures funded by operations and loan amortization payments.
The Operating Partnership believes that in order to facilitate a clear
understanding of the consolidated historical operating results of the Operating
Partnership, FFO and CAD should be examined in conjunction with net income as
presented in the consolidated financial statements included in the Operating
Partnership's Annual Report on Form 10-K for
PS-6
<PAGE> 7
the year ended December 31, 1999 and the selected financial information included
elsewhere in this pricing supplement. FFO and CAD for the three months ended
March 31, 2000 and 1999 are summarized in the following table:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------
2000 1999
--------- ---------
(DOLLARS IN THOUSANDS,
EXCEPT PER UNIT DATA)
<S> <C> <C>
NET INCOME AVAILABLE TO COMMON UNITHOLDERS.................. $28,284 $24,349
Extraordinary item........................................ -- 521
Net (gain) loss on sale of assets......................... (687) 1,567
------- -------
Adjusted net income......................................... 27,597 26,437
Depreciation on real estate assets, net(1).................. 15,893 12,317
------- -------
FUNDS FROM OPERATIONS....................................... 43,490 38,754
Recurring capital expenditures(2)........................... (1,938) (1,873)
Non-recurring capital expenditures.......................... (830) (554)
Loan amortization payments.................................. (310) (20)
------- -------
CASH AVAILABLE FOR DISTRIBUTION............................. $40,412 $36,307
======= =======
Revenue generating capital expenditures(3).................. $ 576 $ 1,018
======= =======
</TABLE>
- ---------------
(1) Depreciation on real estate assets is net of the minority interest portion
of depreciation in consolidated partnerships.
(2) Since the Operating Partnership does not add back the depreciation of
non-real estate assets in its calculation of FFO, capital expenditures of
$912 and $955 for the three months ended March 31, 2000 and 1999,
respectively, are excluded from the calculation of CAD.
(3) Primarily comprised of major renovations of communities.
CURRENT DEVELOPMENT ACTIVITY
Certain information regarding the Operating Partnership's apartment
communities under development or in initial lease-up as of April 29, 2000 is set
forth in the following table:
<TABLE>
<CAPTION>
ESTIMATED QUARTER OF ESTIMATED QUARTER OF ESTIMATED QUARTER OF
METROPOLITAN AREA CONSTRUCTION START FIRST UNITS AVAILABLE STABILIZED OCCUPANCY
- ----------------- -------------------- --------------------- --------------------
<S> <C> <C> <C>
ATLANTA, GA
Post Stratford........................ 2Q '99 1Q '00 1Q '01
Post Spring........................... 3Q '99 2Q '00 3Q '01
CHARLOTTE, NC
Post Uptown Place..................... 3Q '98 1Q '00 3Q '00
Post Gateway Place.................... 3Q '99 3Q '00 2Q '01
TAMPA, FL
Post Harbour Place.................... 4Q '98 2Q '00 1Q '01
DALLAS, TX
Post Block 588........................ 4Q '98 1Q '00 2Q '00
Legacy Town Center City Apa........... 3Q '99 3Q '00 4Q '01
Post Addison Circle III............... 3Q '99 3Q '00 2Q '01
Uptown Village by Post (II)........... 3Q '99 2Q '00 4Q '00
HOUSTON, TX
Post Midtown Square II................ 1Q '00 1Q '01 4Q '01
</TABLE>
PS-7
<PAGE> 8
<TABLE>
<CAPTION>
ESTIMATED QUARTER OF ESTIMATED QUARTER OF ESTIMATED QUARTER OF
METROPOLITAN AREA CONSTRUCTION START FIRST UNITS AVAILABLE STABILIZED OCCUPANCY
- ----------------- -------------------- --------------------- --------------------
<S> <C> <C> <C>
DENVER, CO
Post Uptown Square I.................. 1Q '98 3Q '99 4Q '00
Post Uptown Square II................. 1Q '00 1Q '01 4Q '01
PHOENIX, AZ
Post Roosevelt Square................. 4Q '98 1Q '00 1Q '01
ORLANDO, FL
Post Parkside......................... 1Q '99 2Q '99 3Q '00
WASHINGTON D.C.
Post Pentagon Row..................... 2Q '99 4Q '00 1Q '02
AUSTIN, TEXAS
Post West Avenue Lofts................ 3Q '99 4Q '00 3Q '01
</TABLE>
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements made in or incorporated into this pricing supplement,
the prospectus dated October 20, 1997 and the prospectus supplement dated
October 31, 1997, and other written or oral statements made by or on behalf of
the Company or the Operating Partnership, may constitute "forward-looking
statements" within the meaning of the federal securities laws. Statements
regarding future events and developments and the future performance of the
Company and the Operating Partnership, as well as management's expectations,
beliefs, plans, estimates or projections relating to the future, are
forward-looking statements within the meaning of these laws. Examples of such
statements include descriptions of our plans with respect to the development of
new apartment communities, our plans to enter new markets and our expectations
relating to our continuing growth. All forward-looking statements are subject to
certain risks and uncertainties that could cause actual events to differ
materially from those projected. Management believes that these forward-looking
statements are reasonable; however, you should not place undue reliance on such
statements. These statements are based on current expectations and speak only as
of the date of such statements. Neither the Company nor the Operating
Partnership undertakes any obligation to publicly update or revise any
forward-looking statement, whether as a result of future events, new information
or otherwise. Additional information concerning the risk and uncertainties
listed above, and other factors that you may wish to consider, is contained
elsewhere in the Company's or the Operating Partnership's filings with the
Securities and Exchange Commission. The following are some of the factors that
could cause the Company's or the Operating Partnership's actual results to
differ materially from the expected results described in forward-looking
statements:
- conditions affecting the acquisition, development and ownership of
residential real estate, including local zoning and land use issues,
environmental regulations, the Americans with Disabilities Act, the Fair
Housing Amendments Act of 1988 and general conditions in the multi-family
residential real estate market.
- adverse or unanticipated weather conditions, which may affect the
Operating Partnership's overall level of development.
- the Operating Partnership's ability to obtain financing for the
development of additional apartment communities.
- the impact of competition, including competition for tenants and
locations and in other important aspects of our business. The Operating
Partnership's primary competitors include other regional or national
apartment communities, and the multifamily apartment community business
is highly competitive.
PS-8
<PAGE> 9
- general economic conditions which affected consumer confidence and
purchases of new homes, including interest rates, the overall level of
economic activity, the availability of consumer credit and mortgage
financing, unemployment rates, and other factors.
- the Company's ability to continue to qualify as a REIT under the Internal
Revenue Code.
- changes in laws and regulations, including changes in accounting
standards, tax statutes or regulations, and environmental and land use
regulations, and uncertainties of litigation.
PS-9
