<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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
POST PROPERTIES, INC.
--------------------------------
(Exact name of registrant as specified in its charter)
Georgia 58-1550675
- ------------------------------ -----------------------------------
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation)
3350 Cumberland Circle, Suite 2200
Atlanta, Georgia 30339
- ------------------------------------------ -----------------
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section 12(b) securities pursuant to Section 12(g)
of the Exchange Act and is effective of the Exchange Act and is effective
pursuant to General Instruction A.(c), pursuant to General Instruction A.(d),
please check the following box. [X] please check the following box. [ ]
Securities Act registration file number to which this form
relates: 333-36595
--------------------------
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each Class to be so registered each class is to be registered
- ------------------------------------------- ---------------------------------
7 5/8% Series C Cumulative Redeemable New York Stock Exchange
Preferred Shares par value $.01 per share
Securities to be registered pursuant to Section 12(g) of the Act:
--------------------------------------------
(Title of Class)
<PAGE> 2
Item 1. Description of Registrant's Securities to be Registered.
The information required by Item 1 is set forth under the caption
"Description of Series C Preferred Shares" in the Prospectus Supplement to the
Registrant's Registration Statement (the "Registration Statement") on Form S-3
(File No. 333-36595), which has been 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,
which set forth in full the preferences, limitations and relative rights of each
class of the Registrant's capital stock.
Item 2. Exhibits.
Copies of all constituent instruments defining the rights of the
holders of the Series C Preferred Shares have been filed as exhibits with each
copy of the Registration Statement (or documents incorporated by reference
therein) filed with the Securities and Exchange Commission and have been filed
with the New York Stock Exchange.
-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.
Date: February 4, 1998 By: /s/ Sherry W. Cohen
-----------------------------------------
Sherry W. Cohen
Senior Vice President
-3-
