POST PROPERTIES INC
8-A12B, 1996-09-30
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>   1
                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549


                                --------------

                                   FORM 8-A


               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(b) OR (g) OF THE
                       SECURITIES EXCHANGE ACT OF 1934



                            Post Properties, Inc.
- -------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)



           Georgia                                 No. 58-2053632
- ------------------------------------------   ----------------------------------
(State of incorporation or organization)      (IRS Employer Identification No.)

    3350 Cumberland Circle, N.W.
             Suite 2200
          Atlanta, Georgia                                    30339
- ------------------------------------------   ----------------------------------
 (Address of principal executive offices)                   (Zip Code)



If this Form relates to the registration     If this Form relates to the
of a class of debt securities and is         registration of a class of debt
effective upon filing pursuant to            securities and is to become 
General Instruction A(c)(1) please check     effective simultaneously with the
the following box. [  ]                      effectiveness of a concurrent
                                             registration statement under the
                                             Securities Act of 1933 pursuant
                                             to General Instruction A(c)(2)
                                             please check the following 
                                             box. [  ]

Securities to be registered pursuant to Section 12(b) of the Act:


                                                Name of each exchange on
Title of each Class to                           which each class is to 
   be so registered                                    be registered
- ------------------------------------------   ----------------------------------

  8 1/2% Series A Cumulative Redeemable                                   
Preferred Shares par value $.01 per share          New York Stock Exchange
- ------------------------------------------   ----------------------------------

Securities to be registered pursuant to Section 12(g) of the Act:


- -------------------------------------------------------------------------------
                               (Title of Class)

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Item 1.  Description of Registrant's Securities to be Registered.

            The information required by Item 1 is set forth under the caption
"Description of Preferred Stock" in the Prospectus Supplement to the
Registrant's Registration Statement on Form S-3 (File No. 333-3555), which will
be subsequently filed by the Registrant pursuant to Rule 424(b), and which
description is incorporated herein by this reference and qualified in its
entirety by reference to the Registrant's Articles of Incorporation, Articles
of Amendment to Articles of Incorporation and Bylaws, each of which are
attached as exhibits hereto, which set forth in full the preferences,
limitations and relative rights of each class of the Registrant's capital stock.

Item 2.  Exhibits.

                 1.  A specimen certificate of Preferred Stock (Incorporated by
                     reference to Exhibit 4(e) to the Registrant's Form 8-K
                     dated September 27, 1996).

                 2.  Articles of Incorporation of the Registrant (Incorporated
                     by reference to Exhibit 3.1 to the Registrant's
                     Registration Statement on Form S-11, Registration No.
                     33-61936).

                 3.  Articles of Amendment of the Articles of Incorporation of
                     the Registrant (Incorporated by reference to Exhibit 4(d)
                     to the Registrant's Form 8-K dated September 27, 1996).

                 4.  Bylaws of the Registrant (Incorporated by reference to
                     Exhibit 3.2 to the Registrant's Registration Statement
                     on Form S-11, Registration No. 33-61936).




                                     -2-
<PAGE>   3


                                   SIGNATURE

       Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.

                                          POST PROPERTIES, INC.


                                          By: Sherry W. Cohen
                                             ---------------------------------
                                             Sherry W. Cohen
                                             Senior Vice President



Dated: September 27, 1996
















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                                    Exhibits

<TABLE>
<CAPTION>

Exhibit                                                                    Page
- -------                                                                    ----
<S>       <C>                                                              <C>

  1       A specimen certificate of Preferred Stock (Incorporated
          by reference to Exhibit 4(e) to the Registrant's Form 8-K
          dated September 27, 1996).

  2       Articles of Incorporation of the Registrant (Incorporated
          by reference to Exhibit 3.1 to the Registrant's Registration
          Statement on Form S-11, Registration No. 33-61936)

  3       Articles of Amendment of the Articles of Incorporation of
          the Registrant (Incorporated by reference to Exhibit 4(d)
          to the Registrant's Form 8-K dated September 27, 1996).

  4       ByLaws of the Registrant (Incorporated by reference to
          Exhibit 3.2 to the Registrant's Registration Statement on
          Form S-11, Registration No. 33-61936).

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