<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 4, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
POST PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
---------------------
<TABLE>
<S> <C>
GEORGIA 58-1550675
(State or Other Jurisdiction of Incorporation) (I.R.S. Employer Identification Number)
</TABLE>
3350 CUMBERLAND CIRCLE, N.W., SUITE 2200
ATLANTA, GEORGIA 30339
(404) 850-4400
(Address, including zip code, and telephone number, including area code, of
Principal Executive Offices)
JOHN T. GLOVER
PRESIDENT
3350 CUMBERLAND CIRCLE, N.W., SUITE 2200
ATLANTA, GEORGIA 30339
(404) 850-4400
(Name, address, including zip code, and telephone number, including area code,
of Agent for Service)
---------------------
COPIES TO:
JOHN J. KELLEY III
KING & SPALDING
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303-1763
(404) 572-4600
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after the effective date of this Registration Statement, as determined by
market conditions.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SHARES TO BE AGGREGATE PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE FEE
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock $0.01 par value........... 750,000 $36.9375 $27,703,125 $8,395
=========================================================================================================================
</TABLE>
(1) Does not include 49,218 shares of common stock previously registered on
Registration Statement No. 33-85174 and to which the Prospectus contained
herein relates. A registration fee of $4,979 was previously paid in
connection with an aggregate of 500,000 shares (including the 49,218 shares
not yet issued) previously registered.
(2) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(c) based on the average of the high and low
reported sales prices on the New York Stock Exchange on October 29, 1997.
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS
INCLUDED IN THIS REGISTRATION STATEMENT IS A COMBINED PROSPECTUS RELATING ALSO
TO REGISTRATION STATEMENT NO. 33-96710 PREVIOUSLY FILED BY THE REGISTRANT ON
SEPTEMBER 11, 1995 AND REGISTRATION STATEMENT NO. 33-85714 PREVIOUSLY FILED BY
THE REGISTRANT ON FORM S-3 ON OCTOBER 28, 1994, AS AMENDED BY POST EFFECTIVE
AMENDMENT NO. 1 FILED BY THE REGISTRANT ON MAY 19, 1995.
================================================================================
<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
PROSPECTUS
POST PROPERTIES, INC.
DIVIDEND REINVESTMENT STOCK PURCHASE PLAN
---------------------
COMMON STOCK
---------------------
Post Properties, Inc. (the "Company") hereby offers to the holders of
shares of its Common Stock, par value $.01 per share (the "Common Stock"), the
opportunity to participate in the Company's Dividend Reinvestment and Stock
Purchase Plan (the "Plan"). The Plan provides a simple and convenient method for
shareholders to invest cash dividends and optional cash payments in shares of
Common Stock of the Company. All holders of record of Common Stock are eligible
to participate in the Plan (a "Participant").
Participants may purchase additional shares of Common Stock by (i) having
the cash dividends on all, or part, of their shares of Common Stock
automatically reinvested, (ii) by receiving directly, as usual, their cash
dividends, if, as and when declared, on shares of Common Stock registered in
their names and investing in the Plan by making cash payments of not less than
$100 per payment or more than $10,000 per month ("optional cash payments"), or
(iii) by investing both their cash dividends and such optional cash payments.
A shareholder may begin participating in the Plan by completing an
Authorization Card and returning it to Wachovia Bank of North Carolina, N.A., as
plan administrator. Participants may terminate their participation at any time.
Shareholders who do not wish to participate in the Plan need take no action and
will continue to receive their cash dividends, if, as and when declared, as
usual. It is suggested that this Prospectus be retained for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED
THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
---------------------
The date of this Prospectus is November 4, 1997.
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"), pursuant to the Exchange
Act. Such reports, proxy statements and other information filed by the Company
may be examined without charge at, or copies obtained upon payment of prescribed
fees from, the Public Reference Section of the Commission at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549 and are also available for
inspection and copying at the regional offices of the Commission located at 7
World Trade Center, New York, New York 10048 and at 500 West Madison Street,
Chicago, Illinois 60661-2511. The Common Stock of the Company is listed on the
New York Stock Exchange, and such material can also be inspected and copied at
the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005. Such reports, proxy statements, and other information can also be
obtained from the Internet at http://www.sec.gov.
The Company has filed with the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, a Registration Statement on Form S-3 under the
Securities Act of 1933, as amended (the "Securities Act"), and the rules and
regulations promulgated thereunder, with respect to the Common Stock offered
pursuant to this Prospectus. This Prospectus, which is part of the Registration
Statement, does not contain all of the information set forth in the Registration
Statement and the exhibits and financial schedules thereto. For further
information concerning the Company and the Common Stock offered hereby,
reference is made to the Registration Statement and the exhibits and schedules
filed therewith, which may be examined without charge at, or copies obtained
upon payment of prescribed fees from, the Commission and its regional offices at
the locations listed above. Any statements contained herein concerning the
provisions of any document are not necessarily complete, and, in each instance,
reference is made to the copy of such document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the Commission
(File No. 1-12080) are incorporated herein by reference:
(a) Annual Report on Form 10-K for the year ended December 31, 1996;
(b) Quarterly Report on Form 10-Q for the quarter ended March 31,
1997;
(c) Quarterly Report on Form 10-Q for the quarter ended June 30, 1997;
(d) The Company's Current Reports on Form 8-K filed on February 27,
1997; August 5, 1997; September 17, 1997; October 20, 1997;
October 23, 1997; and
(e) the description of the Common Stock of the Company included in the
Company's Registration Statement on Form 8-A, dated July 22, 1993
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the securities made hereby shall be deemed to
be incorporated by reference in this Prospectus and made a part hereof from the
date of the filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other document subsequently filed with the
Commission which also is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the documents incorporated by reference herein (not including
the exhibits to such documents, unless such exhibits are specifically
incorporated by reference in such documents). Requests for such copies should be
directed to: Post Properties, Inc., 3350 Cumberland Circle, Suite 2200, Atlanta,
Georgia 30339, Attention: Secretary, telephone (770) 850-4400.
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<PAGE> 4
THE COMPANY
The Company is one of the largest developers and operators of upscale
multifamily apartment communities in the Southeastern United States. The Company
is a self-administered and self-managed equity real estate investment trust (a
"REIT"). As of June 30, 1997, the Company owned 49 stabilized Post(R)
communities containing 17,648 apartment units located primarily in metropolitan
Atlanta, Georgia and Tampa, Florida. In addition, as of June 30, 1997, the
Company had under construction or in initial lease-up ten new communities and
additions to two existing communities in the Atlanta, Georgia; Tampa, Florida;
Charlotte, North Carolina; and Nashville, Tennessee metropolitan areas that will
contain an aggregate of 4,025 apartment units when completed. The Company is a
fully-integrated organization with multifamily development, acquisition,
operation and asset management expertise and as of October 31, 1997 had
approximately 1,531 employees. For the six months ended June 30, 1997, the
average economic occupancy rate of the 48 Post Communities stabilized for the
entire period was 94.3%. The average monthly rental rate per apartment unit at
these Post Communities for the same period was $800. Post also manages through
affiliates one community with 260 apartment units under the Post(R) brand name
for a third party and approximately 7,800 additional apartment units owned by
third parties. Post conducts all of its operations through Post Apartment Homes,
L.P. (the "Operating Partnership") and its subsidiaries. Post is the sole
shareholder of Post GP Holdings, Inc., the sole general partner of the Operating
Partnership, and the sole shareholder of Post LP Holdings, Inc., the entity that
owns a majority of the limited partnership interests in the Operating
Partnership. As of June 30, 1997, Post owned 80.9% of the outstanding
partnership interests in the Operating Partnership.
On October 24, 1997, the Company acquired Columbus Realty Trust
("Columbus") a Texas real estate investment trust. Columbus is a
self-administered and self-managed REIT formed on October 12, 1993, which
develops, owns and operates upscale multifamily residential properties primarily
in urban communities in the Southwestern United States. As of June 30, 1997,
Columbus owned 39 total properties: 28 completed multifamily residential
properties containing an aggregate of 6,045 apartment units located primarily in
the Dallas/Fort Worth metropolitan area, two industrial properties, one retail
property, six multifamily development sites in various stages of construction
and two sites acquired for future development. The average economic occupancy
for the stabilized residential properties during the six months ended June 30,
1997 was 96.0%, with an average collected rent per unit of $761 per month.
The Company's executive offices are located at 3350 Cumberland Circle,
N.W., Suite 2200, Atlanta, Georgia 30339, and its telephone number is (770)
850-4400. The Company is a Georgia corporation that was incorporated on January
25, 1984.
DESCRIPTION OF THE PLAN
The provisions of the Company's Dividend Reinvestment and Stock Purchase
Plan are set forth below in question and answer format.
PURPOSE
1. What is the purpose of the Plan?
The purpose of the Plan is to provide holders of record of shares of Common
Stock with a simple and convenient method of investing cash dividends or
optional cash payments, or both, to purchase additional shares of Common Stock
without payment of any brokerage commissions, fees or service charges. Shares of
Common Stock purchased under the Plan will either be original issue shares or
shares purchased in the open market by the plan administrator, Wachovia Bank of
North Carolina, N.A., a bank unaffiliated with the Company (the "Bank") (see
Question 4). To the extent shares of Common Stock are purchased by the Bank in
the open market, the Company will not receive any proceeds. To the extent the
shares of Common Stock are original issue shares, the Company will receive
additional funds for its working capital and general corporate purposes. See
"Use of Proceeds".
3
<PAGE> 5
ADVANTAGES
2. What are the options available to Shareholders?
Participants in the Plan may purchase additional shares of Common Stock by
(i) having the cash dividends on all, or part, of their shares of Common Stock
automatically reinvested, (ii) by receiving directly, as usual, their cash
dividends, if, as and when declared, on shares of Common Stock and investing in
the Plan by making cash payments of not less than $100 per payment or more than
$10,000 per month, or (iii) by investing both their cash dividends and such
optional cash payments.
3. What are the advantages of the Plan?
No brokerage commissions, fees or service charges are paid by Participants
in connection with purchases under the Plan, provided, however that if shares
are registered in the name of a nominee or broker, such nominee or broker may
charge a commission or fee. Full investment of dividends is possible under the
Plan because the Plan permits fractions of shares, as well as whole shares, to
be purchased and credited to Participants' accounts. Regular statements of
account provide simplified record keeping. In addition, the free custodial
services provided in connection with the Plan serve to protect against loss,
theft or destruction of certificates.
The price of shares of Common Stock purchased under the Plan from the
Company with reinvested cash dividends is 100% of the mean of the high and low
sales prices for such shares on the applicable investment date. The price of
shares of Common Stock purchased under the Plan from the Company with optional
cash payments is 100% of the mean of the high and low sales prices for such
shares on the applicable investment date. For open market purchases, the
purchase price will be the average price paid by the Bank for all purchases for
a single cash dividend or optional cash payment.
ADMINISTRATION
4. Who administers the Plan for Participants?
Wachovia Bank of North Carolina, N.A. has been designated by the Company as
its agent to administer the Plan for Participants, maintain records, send
regular statements of account to Participants and perform other duties relating
to the Plan. Shares of Common Stock purchased under the Plan will be held by the
Bank as agent for Participants and registered in the name of the Bank or its
nominee. The Bank also serves as Transfer Agent for the Common Stock. Should the
Bank resign, or be asked to resign, another agent will be asked to serve.
All communications regarding the Plan should be sent to the Bank addressed
as follows:
Wachovia Bank of North Carolina, N.A.
Corporate Trust Department
Dividend Reinvestment Section
P. O. Box 3001
Winston Salem, N.C. 27102
PARTICIPATION
5. Who is eligible to participate?
All holders of record of shares of Common Stock are eligible to participate
in the Plan. In order to be eligible to participate, beneficial owners of shares
of Common Stock whose shares are registered in names other than their own (for
example, shares registered in the name of a broker, bank nominee or trustee)
must either arrange for the holder of record to join the Plan or have the shares
they wish to enroll in the Plan transferred to their own names.
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<PAGE> 6
6. How does an eligible shareholder participate?
An eligible shareholder may join the Plan by checking the box of his choice
on an Authorization Card and returning it to the Bank. A postage-paid envelope
is provided for this purpose. Company shareholders whose shares are registered
in the name of a nominee or broker must have the nominee or broker sign the
Authorization Card and return it to the Bank. Additional Authorization Cards may
be obtained at any time by written request to the Bank at the address indicated
above.
7. When may a shareholder join the Plan?
A shareholder may join the Plan at any time and will remain a Participant
until participation is terminated (see Question 20) or all shares held in the
Participant's Plan account are sold.
If an Authorization Card specifying the Participant's desire to participate
in the Plan is received by the Bank no later than the fifth business day
preceding the record date established for a particular dividend, receipt of
shares of Common Stock in lieu of cash dividends or reinvestment of cash
dividends, as appropriate, will commence with that dividend. If the
Authorization Card is received after the fifth business day prior to the record
date established for a particular cash dividend, then participation in the Plan
will not begin until the cash dividend payment date following the next record
date, as applicable.
The Company has declared and paid dividends as follows during the past two
years:
<TABLE>
<CAPTION>
DECLARATION DATE RECORD DATE PAYMENT DATE
- ---------------- ----------- ------------
<S> <C> <C>
December 20, 1994 December 31, 1994 January 12, 1995
February 23, 1995 March 31, 1995 April 14, 1995
May 18, 1995 June 30, 1995 July 14, 1995
August 17, 1995 September 30, 1995 October 12, 1995
November 16, 1995 December 31, 1995 January 15, 1996
February 23, 1996 March 31, 1996 April 12, 1996
May 16, 1996 June 30, 1996 July 15, 1996
August 22, 1996 September 30, 1996 October 15, 1996
November 22, 1996 December 17, 1996 December 31, 1996
February 20, 1997 March 31, 1997 April 11, 1997
May 22, 1997 June 30, 1997 July 11, 1997
August 14, 1997 September 30, 1997 October 15, 1997
</TABLE>
Optional cash payments are invested as specified in Question 14.
8. What does the Authorization Card provide?
The Authorization Card provides for the purchase of additional shares of
Common Stock through the following options:
(a) Dividend Reinvestment Only. If the "Dividend Reinvestment Only"
box is checked, the Bank will apply cash dividends on all shares of Common
Stock registered in the Participant's name, or such number as specified by
Participant on the Authorization Card, as well as on all shares of Common
Stock credited to the Participant's Plan account, to the purchase of
additional shares of Common Stock.
(b) Dividend Reinvestment and Optional Cash Payments. If the
"Dividend Reinvestment and Optional Cash Payments" box is checked, the Bank
will apply cash dividends on all shares of Common Stock registered in the
Participant's name, or such number as specified by Participant on the
Authorization Card, as well as on all shares of Common Stock credited to
the Participant's Plan account, and any optional cash payments to the
purchase of additional shares of Common Stock.
(c) Optional Cash Payments Only. If the "Optional Cash Payments Only"
box is checked, the Bank will apply any optional cash payments and any
dividends on shares credited to the Participant's Plan
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<PAGE> 7
account to the purchase of additional shares of Common Stock. Cash
dividends on shares of Common Stock registered in the Participant's name
other than in his Plan account will be paid to the Participant in the usual
manner.
Except with respect to dividends on shares of Common Stock in a
Participant's Plan account, which are reinvested automatically, a Participant
may elect to reinvest the dividends on all or part of the shares of Common Stock
registered in his name by designating his intentions on the Authorization Card.
9. How may Participants change investment options?
A Participant may change his investment option at any time by signing a new
Authorization Card and returning it to the Bank. A change in investment option
will be effective on the dividend payment date if the Authorization Card is
received by the Bank no later than the fifth business day preceding the related
dividend record date. If the Authorization Card is received by the Bank after
the fifth business day preceding the related dividend record date, the change
will be effective on the dividend payment date for the following quarter.
COSTS
10. Are there any expenses of participation in connection with purchases
under the Plan?
There will be no brokerage commissions or service charges to Participants
for purchases under the Plan, regardless of whether such purchases are direct
from the Company or open market purchases. Furthermore, all costs of
administration of the Plan are to be paid by the Company. See Question 20, "How
does a Participant terminate participation in the Plan?" and Question 21, "May a
portion of a Participant's Plan shares be sold?" for a discussion of payment by
Participants of brokerage costs and transfer taxes associated with such
termination of participation and sale of shares under the Plan.
If a Participant's shares are registered in the name of a nominee or
broker, such nominee or broker may charge a commission or fee for both shares
purchased in the open market and original issue shares.
PURCHASES
11. How many shares of Common Stock will be purchased for each Participant?
The number of shares to be purchased for a Participant's account under the
Plan will depend on the amount of a Participant's dividends being reinvested,
the amount of any optional cash payments and the price of the shares of Common
Stock. Each Participant's account will be credited with that number of shares,
including fractions computed to four decimal places, equal to the total amount
to be reinvested or invested through optional cash payments, divided by the
purchase price per share.
12. What will be the price of shares of Common Stock purchased under the
Plan?
The price of shares of Common Stock purchased under the Plan as original
issue shares with reinvested cash dividends is 100% of the mean of the high and
low sales prices for such shares on the applicable investment date. The price of
shares of Common Stock purchased under the Plan as original issue shares with
optional cash payments is 100% of the mean of the high and low sales prices for
such shares on the applicable investment date. For open market purchases, the
purchase price will be the average price paid by the Bank for all purchases for
a single cash dividend or optional cash payment.
Since purchase prices for the Common Stock are established on the
applicable investment date, a Participant loses any advantages otherwise
available from being able to select the timing of investments. Participants
should recognize that neither the Company nor the Bank can assure a profit or
protect against a loss on shares of Common Stock purchased under the Plan.
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<PAGE> 8
13. What is the source of shares purchased under the Plan?
It is anticipated that all of the shares under the Plan will be issued out
of the Company's authorized but unissued shares of Common Stock. The Plan,
however, does provide the Bank the flexibility of using dividends and optional
cash payments to purchase shares of Common Stock on the open market.
14. How are optional cash payments made?
Optional cash payments may be made at any time and in varying amounts of
not less than $100 per payment or more than $10,000 per month. A shareholder may
make an optional cash payment when enrolling in the Plan by enclosing a check
(made payable to Wachovia Bank of North Carolina, N.A.) with the Authorization
Card. Thereafter, optional cash payments may be made through the use of optional
cash payment forms which will be sent to Participants by the Bank.
Optional cash payments will be invested monthly, generally on the first
business day of each month or, if the Common Stock is not traded on such day,
the next trading day. However, only payments received no later than the fifth
business day preceding the related monthly investment date will be invested on
the related investment date. Optional cash payments received after the fifth
business day preceding the related monthly investment date will be invested on
the following monthly investment date. NO INTEREST WILL BE PAID ON OPTIONAL CASH
PAYMENTS. IT IS THEREFORE SUGGESTED THAT ANY OPTIONAL CASH PAYMENTS A
PARTICIPANT WISHES TO MAKE BE SENT SO AS TO REACH THE BANK AS CLOSE AS POSSIBLE
TO THE 25TH DAY OF THE MONTH PRECEDING THE MONTHLY INVESTMENT DATE. The same
amount of money need not be sent each month, and there is no obligation to make
an optional cash payment each month.
A shareholder may participate through the investment of optional cash
payments without the necessity of reinvesting cash dividends by checking the
"Optional Cash Payments Only" box on the Authorization Card. However, even if
the "Optional Cash Payments Only" box is checked, all dividends payable on
shares purchased with optional cash payments and retained in the Participant's
Plan account will be reinvested automatically in additional shares of Common
Stock.
REPORTS TO PARTICIPANTS
15. What kind of reports will be sent to Participants in the Plan?
Shareholders who participate in the Plan through the reinvestment of
dividends will be sent a quarterly statement of their accounts and shareholders
who participate through the investment of optional cash payments will be sent a
monthly statement for any months within which an optional cash payment is
invested. These statements of account will show any cash dividends and optional
cash payments received, the number of shares purchased, the purchase price for
the shares, the number of Plan shares held for the Participant by the Bank, the
number of enrolled shares registered in the name of the Participant, and an
accumulation of the transactions for the calendar year to date. Quarterly
statements will be mailed as soon as practicable after each dividend payment
date, and monthly statements will be mailed on or about the tenth day of each
month. These statements are a Participant's continuing record of the cost of his
purchases and should be retained for income tax purposes.
In addition, each Participant will receive the most recent Prospectus
constituting the Plan and copies of the same communications sent to every other
holder of shares of Common Stock, including the Company's Annual Report, Notice
of Annual Meeting and Proxy Statement and income tax information for reporting
distributions (including dividends) paid by the Company.
DIVIDENDS
16. How are dividends credited to Participants' accounts under the Plan?
On shares of Common Stock for which a Participant has directed that
dividends be reinvested, cash dividends will automatically be credited to a
Participant's account and reinvested in additional shares of Common Stock. Cash
dividends also will be automatically reinvested on all shares which have been
purchased
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<PAGE> 9
under the Plan and credited to a Participant's account; provided, however, that
no dividends will be earned on such shares purchased under the Plan until the
dividend payment for the first dividend record date which follows the date of
purchase of such shares. On shares of Common Stock for which a Participant has
not directed that dividends be reinvested and on shares owned by shareholders
who are not participating in the Plan, cash dividends, as declared, will be
received by them by check as usual.
Stock dividends or stock splits distributed by the Company on the shares
purchased for and credited to the account of a Participant under the Plan will
be added to the Participant's account. Stock dividends or stock splits
distributed on shares owned and held outside the Plan by a Participant
(including shares for which a Participant has directed that cash dividends be
reinvested) will be mailed directly to such Participant.
17. Will Participants be credited with dividends on fractions of shares?
Yes. Account balances will be computed to four decimal places and dividends
will be paid on the fractional shares.
18. Will certificates be issued for shares of Common Stock purchased under
the Plan?
Unless requested by a Participant, certificates for shares of Common Stock
purchased under the Plan will not be issued. Shares will be held in the name of
the Bank or its nominees. The number of shares credited to a Participant's
account under the Plan will be shown on his statement of account. This service
protects against loss, theft or destruction of stock certificates.
Certificates for any number of whole shares credited to an account under
the Plan will be issued upon the written request of a Participant. The remaining
whole shares and fractions of shares, if any, will continue to be credited to
the Participant's account. A request for issuance of Plan shares, including
issuance of all of the shares in a Participant's account, will not constitute a
termination of participation in the Plan by the Participant. Termination may be
effected only through the delivery to the Bank of a notice of termination as
outlined in Question 20, "How does a Participant terminate participation in the
Plan?".
Shares held by the Bank for the account of a Participant may not be
pledged. A Participant who wishes to pledge such shares must request that a
certificate for such shares be issued in his or her name.
Certificates for fractions of shares will not be issued under any
circumstances.
19. In whose name will certificates be issued?
A Participant's account under the Plan will be maintained in the name in
which his shares of Common Stock were registered at the time he enrolled in the
Plan. Consequently, if and when certificates for shares held under the Plan are
issued, such certificates will be issued only in that name. Certificates will be
issued for whole shares only.
TERMINATION OF PARTICIPATION
20. How does a Participant terminate participation in the Plan?
A Participant may terminate participation in the Plan at any time by making
written notification to the Bank. A Participant's notice of termination takes
effect when such written notice is received by the Bank; provided, however, if
the notice of termination is received less than five business days prior to the
record date for a dividend payment date, the dividend will be reinvested for
that Participant's account. The Bank may terminate a Participant's account by
mailing a written notice of termination to the Participant 30 days prior to such
termination. The account then will be terminated and all subsequent dividends
will be paid to the Participant. When a Participant terminates participation in
the Plan, or upon termination of such participation by the Bank, certificates
for whole shares credited to a Participant's account under the Plan will be
issued to him and a cash payment will be made for any fractional share. However,
in the Participant's notice of termination of participation in the Plan, the
Participant may, if he desires, direct that all of the shares credited to his
account in the Plan, whether whole or fractional, be sold. Such sales will be
made at market. Any
8
<PAGE> 10
brokerage fees and transfer taxes in connection with effecting such sales will
be paid by the withdrawing Participant. The proceeds of the sale, net of such
expenses, will be sent to the Participant.
Former Participants may become Participants in the Plan again at any time
by signing a new Authorization Card and returning it to the Bank.
SALES OF PLAN SHARES
21. May a portion of a Participant's Plan shares be sold?
A Participant may sell all or part of shares of Common Stock held in the
Plan in either of two ways. First, the Participant may request certificates for
full shares and arrange for the sale of these shares through a securities broker
of the Participant's choice. Alternatively, within 10 business days after
receipt of written instructions, the Bank will sell any portion or all of the
shares held by the Bank for the Participant. Such shares will be sold through
independent securities brokers selected by the Bank in its sole discretion. The
Participant will be charged a commission, transfer and other taxes and other
transaction expenses, which amounts will be deducted from the cash proceeds paid
to the Participant. Shares being sold for the Participant may be aggregated with
those of other Plan Participants who have requested sales. In that case, the
Participant will receive proceeds based on the average sales price of all shares
sold, less a pro rata share of brokerage commissions, transfer and other taxes
and other transaction expenses. A check representing the proceeds of the sale of
shares will be forwarded to the Participant as soon as practicable after
settlement of the sale.
TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN
22. What are the federal income tax consequences of participation in the
Plan?
Under the current provisions of the Internal Revenue Code of 1986, as
amended (the "Code") the purchase of shares of Common Stock under the Plan will
generally result in the following federal income tax consequences:
(a) A dividend on shares of Common Stock will be treated for federal
income tax purposes as a dividend received by the Participant
notwithstanding that it is used to purchase additional Common Stock
pursuant to the Plan. The full amount of cash dividends reinvested under
the Plan will constitute dividend income to the Participants. In addition,
the amount of any brokerage commissions, mark-ups, and other fees or
expenses incurred by the Company on behalf of a Participant in connection
with such purchases on the open market will also constitute a dividend to
such Participant for federal income tax purposes.
(b) Dividends paid to corporate shareholders, including amounts,
taxable as dividends to corporate Participants under (a) above, will not be
eligible for the corporate dividends-received deduction under the Code.
(c) A Participant's tax basis in additional shares of Common Stock
acquired under the Plan will be equal to the amount treated as a dividend
for federal income tax purposes. The Participant's holding period for such
shares of Common Stock will commence on the day after the investment date.
(d) A Participant will not realize any taxable income upon the receipt
of a certificate for full shares credited to the Participant's account. A
Participant will recognize gain or loss when a fractional share interest is
liquidated or when the Participant sells or exchanges shares received from
the Plan. Such gain or loss will equal the difference between the amount
which the Participant receives for such fractional share interest or such
shares and the tax basis therefor.
In the case of Participants whose dividends are subject to withholding of
federal income tax, dividends will be reinvested less the amount of tax required
to be withheld.
The above is intended only as a general discussion of the current federal
income tax consequences of participation in the Plan. Participants should
consult their own tax advisers regarding the federal and state income tax
consequences (including the effects of any changes in the law) of their
individual participation in the Plan.
9
<PAGE> 11
OTHER INFORMATION
23. What happens if the Company issues a stock dividend or declares a stock
split?
Any stock dividends or stock splits distributed by the Company on the
shares purchased for and credited to the account of a Participant under the Plan
will be added to the Participant's account. Stock dividends or stock splits
distributed on shares owned and held outside the Plan by a Participant
(including shares for which a Participant has directed that cash dividends be
reinvested) will be mailed directly to such Participant in the same manner as to
shareholders who are not participating in the Plan.
In the event the Company makes available to shareholders rights to purchase
additional shares of Common Stock or other securities, such rights will be made
available to Participants based on the number of shares (including fractional
share interests to the extent practicable) held in their Plan accounts on the
record date established for determining shareholders who are entitled to such
rights.
24. How will a Participant's shares be voted at meetings of shareholders?
The Bank will forward, as soon as practicable, any proxy solicitation
materials to the Participant. The Bank will vote any full and/or fractional
shares of Common Stock that it holds for the Participant's account in accordance
with the Participant's directions. If a Participant does not return a signed
proxy to the Bank, the Bank will not vote such shares.
25. What is the responsibility of the Company under the Plan?
Neither the Company nor the Bank will be liable for any act done in good
faith or for any good faith omission to act, including, without limitation, any
claims of liability arising out of failure to terminate a Participant's account
upon such Participant's death or adjudicated incompetency prior to the receipt
of notice in writing of such death or adjudicated incompetency, the prices at
which shares are purchased for the Participant's account, the times when
purchases are made of fluctuations in the market value of the Common Stock.
Neither the Company nor the Bank has any duties, responsibilities or liabilities
except those expressly set forth in the Plan.
THE PARTICIPANT SHOULD RECOGNIZE THAT THE COMPANY CANNOT ASSURE A PROFIT OR
PROTECT AGAINST A LOSS ON THE SHARES PURCHASED BY A PARTICIPANT UNDER THE PLAN.
26. May the Plan be changed or discontinued?
While the Plan is intended to continue indefinitely, the Company reserves
the right to suspend or terminate the Plan at any time. The Company also
reserves the right to make modifications to the Plan. Notice of such suspension,
termination or modification will be sent to all Participants.
The Company intends to use its best efforts to maintain the effectiveness
of the Registration Statement filed with the Commission covering the offer and
sale of Common Stock under the Plan. However, the Company has no obligation to
offer, issue or sell Common Stock to Participants under the Plan if, at the time
of the offer, issuance or sale, such Registration Statement is for any reason
not effective. Also, the Company may elect not to offer or sell Common Stock
under the Plan to participants residing in any jurisdiction or foreign country
where, in the judgment of the Company, the burden or expense of compliance with
applicable blue sky or securities laws makes such offer or sale there
impracticable or inadvisable. In any of these circumstances, dividends, if, as
and when declared, will be paid in the usual manner to the shareholders and any
optional cash payments received from such shareholder will be returned to him.
USE OF PROCEEDS
The net proceeds from the sale of original issue shares of Common Stock
issued under the Plan will be used to increase working capital and for other
general purposes. The Company has no basis for estimating
10
<PAGE> 12
either the number of shares of Common Stock that ultimately will be sold
pursuant to the Plan or prices at which such shares will be sold.
The Company will not receive any funds under the Plan from the purchase of
shares of Common Stock in the open market by the Bank.
EXPERTS
The Consolidated Financial Statements incorporated in this Prospectus by
reference to the Annual Report on Form 10-K for the year ended December 31,
1996, have been so incorporated in reliance on the report of Price Waterhouse
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting. The consolidated financial statements of Columbus
Realty Trust for the year ended December 31, 1996 and 1995 and for each of the
three years in the period ended December 31, 1996, appearing in Post Properties,
Inc's. Current Report on Form 8-K dated September 17, 1997 have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
LEGAL MATTERS
The validity of the issuance of the shares of Common Stock offered pursuant
to this Prospectus will be passed upon for the Company by King & Spalding,
Atlanta, Georgia. Herschel M. Bloom, a member of King & Spalding, is a director
of the Company.
11
<PAGE> 13
======================================================
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN POST PROPERTIES, INC.
AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED
IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS.
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING SHAREHOLDERS. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER
TO BUY, THE COMMON STOCK, IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM,
IT IS UNLAWFUL TO MAKE ANY SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY OFFER OR SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE
FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE THE
DATE HEREOF.
---------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
The Company........................... 3
Description of the Plan............... 3
Use of Proceeds....................... 10
Experts............................... 11
Legal Matters......................... 11
</TABLE>
======================================================
======================================================
POST PROPERTIES, INC.
COMMON STOCK
--------------------
PROSPECTUS
--------------------
NOVEMBER 4, 1997
======================================================
<PAGE> 14
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <C> <S> <C>
5.1 -- Opinion of King & Spalding regarding the validity of the
securities being registered
23.1 -- Consent of King & Spalding (included as part of Exhibit 5.1)
23.2 -- Consent of Price Waterhouse LLP
23.3 -- Consent of Ernst & Young LLP
24.1 -- Power of Attorney (included on page II-2)
</TABLE>
II-1
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta on November 4, 1997.
POST PROPERTIES, INC.
By: /s/ JOHN T. GLOVER
------------------------------------------
John T. Glover
President and Chief Operating Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, constitutes and appoints John T. Glover, Timothy A. Peterson and Sherry
W. Cohen, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, to do any and all acts and
things and execute, in the name of the undersigned, any and all instruments
which said attorneys-in-fact and agents may deem necessary or advisable in order
to enable Post Properties, Inc. to comply with the Securities Act of 1933 and
any requirements of the Securities and Exchange Commission in respect thereof,
in connection with the filing with the Securities and Exchange Commission of the
Registration Statement on Form S-3 under the Securities Act of 1933, including
specifically but without limitation, power and authority to sign the name of the
undersigned to such Registration Statement, and to file the same with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and to perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully and to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and any of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of the 4th day of November, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ JOHN A. WILLIAMS Chairman of the Board, Chief Executive
- ----------------------------------------------------- Officer and a Director (Principal
John A. Williams Executive Officer)
/s/ JOHN T. GLOVER President, Chief Operating Officer,
- ----------------------------------------------------- Treasurer and a Director (Principal
John T. Glover Financial Officer)
/s/ R. GREGORY FOX Senior Vice President -- Post Corporate
- ----------------------------------------------------- Services (Chief Accounting Officer)
R. Gregory Fox
/s/ ARTHUR M. BLANK Director
- -----------------------------------------------------
Arthur M. Blank
/s/ HERSCHEL M. BLOOM Director
- -----------------------------------------------------
Herschel M. Bloom
/s/ RUSSELL R. FRENCH Director
- -----------------------------------------------------
Russell R. French
</TABLE>
II-2
<PAGE> 16
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ WILLIAM A. PARKER, JR. Director
- -----------------------------------------------------
William A. Parker, Jr.
/s/ J. C. SHAW Director
- -----------------------------------------------------
J. C. Shaw
/s/ ROBERT L. SHAW Director
- -----------------------------------------------------
Robert L. Shaw
</TABLE>
II-3
<PAGE> 17
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBITS PAGE
- ------- -------- ------------
<C> <C> <S> <C>
5.1 -- Opinion of King & Spalding regarding the validity of the
securities being registered
23.1 -- Consent of King & Spalding (included as part of Exhibit
5.1)........................................................
23.2 -- Consent of Price Waterhouse LLP.............................
23.3 -- Consent of Ernst & Young LLP................................
24.1 -- Power of Attorney (included on page II-2)...................
</TABLE>
<PAGE> 1
EXHIBIT 5.1
November 4, 1997
Post Properties, Inc.
3350 Cumberland Circle
Suite 2200
Atlanta, Georgia 30339
Re: Post Properties, Inc. -- Shelf Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel for Post Properties, Inc., a Georgia
corporation (the "Company") in connection with the preparation of a
Registration Statement on Form S-3 (the "Registration Statement") filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to the offering pursuant to the Post Properties, Inc.
Dividend Reinvestment Plan, as set forth in the prospectus contained in the
Registration Statement (the "Prospectus"), of 750,000 shares (the "Shares") of
common stock, par value $.01 per share ("Common Stock") of the Company.
In connection with this opinion, we have examined and relied upon
such records, documents, certificates and other instruments as in our judgment
are necessary or appropriate to form the basis for the opinions hereinafter set
forth. In all such examinations, we have assumed the genuineness of signatures
on original documents and the conformity to such original documents of all
copies submitted to us as certified, conformed or photographic copies, and as
to certificates of public officials, we have assumed the same to have been
properly given and to be accurate. As to matters of fact material to this
opinion, we have relied upon statements and representations of representatives
of the Company and of public officials.
This opinion is limited in all respects to the federal laws of the
United States of America and the laws of the State of Georgia, and no opinion
is expressed with respect to the laws of any other jurisdiction or any effect
which such laws may have on the opinions expressed herein. This opinion is
limited to the matters stated herein, and no opinion is implied or may be
inferred beyond the matters expressed stated herein.
Based upon the foregoing, and the other limitations and
qualifications set forth herein, we are of the opinion that:
<PAGE> 2
Post Properties, Inc.
November 4, 1997
Page 2
(i) The Company is a corporation validly existing and, based solely on a
certificate of the Secretary of State of Georgia, in good standing under the
laws of the State of Georgia.
(ii) Upon the due authorization of the issuance of the Shares and the
issuance and sale thereof as described in the Registration Statement and the
Prospectus, such Shares will be validly issued, fully paid and nonassessable.
The opinions set forth above are subject, as to enforcement, to (i)
bankruptcy, insolvency, reorganization, moratorium and other similar laws
relating to or affecting the enforcement of creditors' rights generally, and
(ii) general equitable principles (regardless of whether enforcement is
considered in a proceeding in equity or law).
This opinion is given as of the date hereof, and we assume no
obligation to advise you after the date hereof of facts or circumstances that
come to our attention or changes in law that occur which could affect the
opinions contained herein. This letter is being rendered solely for the
benefit of the Company in connection with the matters addressed herein. This
opinion may not be furnished to or relied upon by any person or entity for any
purpose without our prior written consent.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus that is included in the Registration Statement.
Very truly yours,
KING & SPALDING
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement on Form S-3 of our report
dated February 11, 1997 appearing on page 34 of Post Properties, Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1996. We also consent to the
reference to us under the heading "Experts" in such Prospectus.
Price Waterhouse LLP
Atlanta, Georgia
October 31, 1997
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference of our firm under the caption "Experts" in
the Registration Statement (S-3) and related Prospectus of Post Properties, Inc.
and to the incorporation therein of our report dated January 28, 1997, except
for Note 15, as to which the date is March 7, 1997, with respect to the
consolidated financial statements and schedule of Columbus Realty Trust as of
December 31, 1996 and 1995 and for the three years ended December 31, 1996,
included in Post Properties Inc's. Current Report on Form 8-K dated September
17, 1997, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Dallas, Texas
October 29, 1997
