<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 5, 1998
REGISTRATION NO. 333-____
================================================================================
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>
<CAPTION>
GEORGIA 58-1550675
<S> <C>
(State or Other Jurisdiction of Incorporation) (I.R.S. Employer Identification Number)
</TABLE>
3350 CUMBERLAND CIRCLE, N.W., SUITE 2200
ATLANTA, GEORGIA 30339
(770) 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
(770) 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. [ ]
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. [X]
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. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================================================================================
Title of Proposed Proposed
Shares Amount Maximum Maximum Amount of
to be to be Aggregate Price Aggregate Registration
Registered Registered per Share (1) Offering Price Fee
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<S> <C> <C> <C> <C>
Common Stock, $0.01
par value.... 209,100 $ 38.875 $8,128,762.50 $2,398.00
- ------------------------------------------------------------------------------------------------------------
</TABLE>
(1) 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 MARCH 2, 1998.
---------------------
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.
<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
SOLICATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN
ANY STATE IN WHICH SUCH OFFER, SOLICATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED MARCH 5, 1998
PROSPECTUS
209,100 SHARES
POST PROPERTIES, INC.
COMMON STOCK
This Prospectus relates to (i) the possible issuance by Post
Properties, Inc. (the "Company") of up to 209,100 shares (the "Option Shares")
of common stock, par value $.01 per share ("Common Stock"), of the Company if,
and to the extent that, holders of options to purchase the Option Shares (the
"Options") are exercised and (ii) the offer and sale from time to time of any
Option Shares that may be issued to the holders of the Options (such persons,
the "Selling Shareholders"). The Options were originally issued by Columbus
Realty Trust, which was acquired by the Company pursuant to a merger whereby
Columbus Realty Trust was merged with and into a subsidiary of the Company on
October 24, 1997, in connection with the acquisition of certain properties. In
connection with the merger, the optionholders received options to purchase
shares of Common Stock of the Company. The Company is registering the Option
Shares to provide the holders thereof with freely tradeable securities, but the
registration of such shares does not necessarily mean that any of such shares
will be issued by the Company or be offered or sold by the holders thereof.
The Common Stock is listed on the New York Stock Exchange (the "NYSE")
under the symbol "PPS." To ensure that the Company maintains its qualification
as a REIT, ownership by any person is limited to 6% of the outstanding shares of
Common Stock, with certain exceptions.
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 Selling Shareholders from time to time may offer and sell the
Option Shares directly or through agents or broker-dealers on terms to be
determined at the time of sale. To the extent required, the names of any agent
or broker-dealer and applicable commissions or discounts and any other required
information with respect to any particular offer will be set forth in an
accompanying Prospectus Supplement. See "Plan of Distribution." Each of the
Selling Shareholders reserves the sole right to accept or reject, in whole or in
part, any proposed purchase of the Option Shares to be made directly or through
agents.
The Company will receive the exercise price with respect to the Options
upon the issuance of the Option Shares. The Company will not receive any of the
proceeds from the sale of the Option Shares by the Selling Shareholders but has
agreed to bear certain expenses of registration of the Option Shares under
Federal and state securities laws.
The Selling Shareholders and any agents or broker-dealers that
participate with the Selling Shareholders in the distribution of Option Shares
may be deemed to be "underwriters" within the meaning of the Securities Act of
1933, as amended (the "Securities Act"), and any commissions received by them
and any profit on the resale of the Option Shares may be deemed to be
underwriting commissions or discounts under the Securities Act.
----------------------------
The date of this Prospectus is March 5, 1998.
<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 Reports on Form 10-Q for the quarters ended March 31,
1997, June 30, 1997 and September 30, 1997;
(c) The Company's Current Reports on Form 8-K filed on February 27,
1997, August 6, 1997, September 17, 1997, October 22, 1997,
October 28, 1997, February 9, 1998 and February 26, 1998; and
(d) 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.
-3-
<PAGE> 4
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.
-4-
<PAGE> 5
THE COMPANY
Post Properties, Inc. (the "Company") is one of the largest developers
and operators of upscale multifamily apartment communities in the Southeastern
and Southwestern United States. The Company currently owns 78 stabilized
communities (the "Communities") containing 25,938 apartment units located
primarily in metropolitan Atlanta, Georgia, Dallas, Texas and Tampa, Florida. In
addition, the Company currently has under construction or in initial lease-up 12
new communities and additions to three existing communities in the Atlanta,
Georgia, Dallas and Houston, Texas, Tampa, Florida, Denver, Colorado and
Nashville, Tennessee metropolitan areas that will contain an aggregate of 4,742
apartment units upon completion. For the year ended December 31, 1997, the
average economic occupancy rate (gross potential rent less vacancy losses, model
expenses and bad debt divided by gross potential rent) of the 45 Communities
stabilized for the entire year was 94.9%. The average monthly rental rate per
apartment unit at these Communities for December 1997 was $811. The Company also
manages through affiliates approximately 10,000 additional apartment units owned
by third parties. The Company is a fully-integrated organization with
multifamily development, acquisition, operation and asset management expertise
and has approximately 1,600 employees.
Since it was founded in 1971, the Company has pursued three distinctive
core business strategies that, for over 25 years, have remained substantially
unchanged:
- Investment Building. Investment building means taking a long-term
view of the assets the Company creates. The Company develops
communities with the intention of operating them for periods that
are relatively long by the standards of the apartment industry.
Key elements of the Company's investment building strategy include
instilling a disciplined team approach to development decisions;
selecting sites in niche and infill locations in strong primary
markets; consistently constructing new apartment communities with
a uniformly high quality; and conducting ongoing property
improvements.
- Promotion of the Post(R)Brand Name. The Post(R)brand name strategy
has been integral to the success of the Company and, to the
knowledge of the Company, has not been successfully duplicated
within the multifamily real estate industry in any major U.S.
market. For such a strategy to work, a company must develop and
implement systems to achieve uniformly high quality and value
throughout its operations. As a result of the Company's efforts in
developing and maintaining its communities, the Company believes
that the Post(R)brand name is synonymous with quality upscale
apartment communities that are situated in desirable locations and
provide superior resident service. Key elements in implementing
the Company's brand name strategy include extensively utilizing
the trademarked brand name; adhering to quality in all aspects of
the Company's operations; developing and implementing leading edge
training programs; and coordinating the Company's advertising
programs to increase brand name recognition.
- Service Orientation. The Company's mission statement is: "To
provide the superior apartment living experience for our
residents." By striving to provide a superior product and superior
service, the Company believes that it will be able to achieve its
long-term goals. The Company believes that it provides its
residents with superior product and superior service through its
uniformly high quality construction, award-winning landscaping and
numerous amenities, including on-site business centers, on-site
courtesy officers, urban vegetable gardens and state-of-the-art
fitness centers.
The Company believes that with the implementation of these strategies,
multifamily properties in its primary markets have the potential over the long
term to provide investment returns that exceed national averages. According to
recent market surveys, employment growth, population growth and household
formation growth in the Company's primary markets have exceeded, and are
forecasted to continue to exceed, national averages.
The Company, through wholly owned subsidiaries, is the sole general
partner of, and controls a majority of the limited partnership interests in, the
Operating Partnership. The Company conducts all of its business through the
Operating Partnership and its subsidiaries. As of December 31, 1997, the Company
indirectly owed 85.5% of the outstanding partnership interests in the Operating
Partnership.
-5-
<PAGE> 6
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.
THE MERGER
On October 24, 1997, Columbus Realty Trust, a Texas real estate
investment trust ("Columbus"), merged with and into Post Interim Holding
Company, Inc. (formerly Post LP Holdings, Inc.), a wholly owned subsidiary of
the Company (the "Merger") pursuant to the terms of an Agreement and Plan of
Merger dated as of August 1, 1997. In connection with the Merger, each
outstanding common share of beneficial interest, par value $.01 per share, of
Columbus has been converted into the right to receive 0.615 shares of Common
Stock of the Company, with cash being paid in lieu of fractional shares of
Common Stock.
As a result of the Merger, the Company is the largest multi-family REIT
concentrating on the development of upscale multi-family apartment homes in the
major metropolitan markets of the Southeast and Southwest, with a total market
capitalization of approximately $2.4 billion as of December 31, 1997.
RECENT DEVELOPMENTS
YEAR AND QUARTER ENDED DECEMBER 31, 1997 FINANCIAL RESULTS
On February 3, 1998, the Company announced that funds from operations
("FFO") for the fourth quarter of 1997 totaled $27.29 million, an increase of
41.9% over the fourth quarter of 1996. FFO for the year ended December 31, 1997
totaled $87.39 million, an increase of 17.8% over FFO for 1996. The weighted
average number of shares and Units outstanding for the quarter and year ended
December 31, 1997 was 33,722,727 and 28,880,928, respectively.
The Company also announced fourth quarter 1997 net income available to
common shareholders of $13.89 million or $0.49 per common share. These per share
results are the same as those achieved in the fourth quarter of 1996,
notwithstanding an increase during 1997 in depreciation resulting from assets
obtained in the merger with Columbus, and a one-time charge in 1997 of $1.5
million for the relocation of the Company's corporate offices.
For the year ended December 31, 1997, the Company's net income
available to common shareholders was $49.97 million or $2.11 per common share,
an 8% increase over the per common share results for 1996.
Earnings comparisons between 1997 and 1996 are affected by
Olympics-related income during 1996. During the third quarter of 1996, the
Company recorded FFO and net income of approximately $525,000, or $0.02 per
common share, related to the Company's Olympic initiatives.
Eliminating the impact of the Olympics-related income in 1996, net
income per common share was up by 9% for 1997.
The average economic occupancy rate for the Communities stabilized for
all of 1996 and all of 1997 ("Fully Stabilized Communities") was 95.5% for the
fourth quarter of 1997, up 1.6% over the same quarter of 1996. The average
economic occupancy rate for Fully Stabilized Communities was 94.8% for the year
ended December 31, 1997, down 0.6% from the year ended December 31, 1996.
Total revenue from Fully Stabilized Communities was up 2.6% during the
1997 fourth quarter compared to the 1996 fourth quarter, while operating
expenses for these Communities decreased 0.3%. Consequently, net operating
income from Fully Stabilized Communities increased 4%.
-6-
<PAGE> 7
Total revenue for Fully Stabilized Communities was up 1.3% for the year
ended December 31, 1997 over 1996, while operating expenses were up 0.3%. This
resulted in an increase of 1.7% in net operating income from Fully Stabilized
Communities for the year ended December 31, 1997.
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<PAGE> 8
THE OFFERING
This Prospectus relates to (i) the possible issuance by the Company of
up to 209,100 shares (the "Option Shares") of common stock, par value $.01 per
share ("Common Stock"), of the Company if, and to the extent that, holders of
options to purchase the Option Shares (the "Options") are exercised and (ii) the
offer and sale from time to time of any Option Shares that may be issued to the
holders of the Options (such persons, the "Selling Shareholders"). The Options
were originally issued by Columbus, which was merged with and into the Company
on October 24, 1997, in connection with the acquisition of certain properties.
In connection with the Merger, the optionholders received options to purchase
shares of Common Stock of the Company. The Company is registering the Option
Shares to provide the holders thereof with freely tradeable securities, but the
registration of such shares does not necessarily mean that any of such shares
will be issued by the Company or be offered or sold by the holders thereof.
The Company will receive the exercise price with respect to the Options
upon the issuance of the Option Shares. The Company will not receive any of the
proceeds from the sale of the Option Shares by the Selling Shareholders but has
agreed to bear certain expenses of registration of the Option Shares under
Federal and state securities laws. The Company is registering the Shares for
sale to provide the holders thereof with freely tradeable securities, but the
registration of such shares does not necessarily mean that any of such shares
will be issued by the Company or offered or sold by the holders thereof.
SELLING SHAREHOLDERS
As described herein, "Selling Shareholder" are only those persons who,
at the time of the Merger, owned options to purchase shares of beneficial
interest of Columbus that were not issued pursuant to any employee benefit plans
of Columbus. The following table provides the names of and the number of shares
of Common Stock beneficially owned by each Selling Shareholder. Since the
Selling Shareholders may sell all, or some or none of their Option Shares, no
estimate can be made of the aggregate number of Option Shares that are to be
offered hereby or that will be owned by each Selling Shareholder upon completion
of the offering to which this Prospectus relates.
The Option Shares offered by this Prospectus may be offered from time
to time by the Selling Shareholders named below:
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES
NAME BENEFICIALLY OWNED OFFERED HEREBY
---- ------------------ ----------------
<S> <C> <C>
The Richard and Nancy Bloch Family Trust (1) .......... 223,500(2) 27,675
Will Cureton(3) ....................................... 342,840(4) 12,300
Roger T. Staubach(5) .................................. 140,995(6) 17,220
The Donald Pitt Separate Property Trust ............... 226,869(2) 27,675
Charles Diker ......................................... 159,219(2) 27,675
The Alan J. Hirschfield Trust ......................... 140,625(2) 27,675
John A. Gates ......................................... 7,380(7) 7,380
Interstate Mississippi Project Limited Partnership..... 61,500(7) 61,500
--------- -------
Total ........................................ 1,302,928 209,100
========= =======
</TABLE>
- --------------
(1) Richard Bloch who was the Chairman of the Board of Columbus, may be
deemed to beneficially own some of all of these shares.
(2) Includes 27,675 shares of Common Stock issuable upon the exercise of
outstanding options.
(3) Will Cureton was the Chief Operating Officer of Columbus.
(4) Includes 225,498 shares of Common Stock issuable upon the exercise of
outstanding options.
(5) Roger T. Staubach was a trust manager of Columbus.
(6) Includes 38,745 shares of Common Stock issuable upon the exercise of
outstanding options.
(7) Represents shares of Common Stock issuable upon the exercise of
outstanding options.
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<PAGE> 9
PLAN OF DISTRIBUTION
This Prospectus relates to (i) the possible issuance by the Company of
up to 209,100 shares (the "Option Shares") of Common Stock if, and to the extent
that, holders of options to purchase the Option Shares (the "Options") are
exercised and (ii) the offer and sale from time to time of any Option Shares
that may be issued to the Selling Shareholders. The Options were originally
issued by Columbus, which was acquired by the Company pursuant to a merger
whereby Columbus was merged with and into a subsidiary of the Company on October
24, 1997, in connection with the acquisition of certain properties. In
connection with the merger, the optionholders received options to purchase
shares of Common Stock of the Company. The Company is registering the Option
Shares to provide the holders thereof with freely tradeable securities, but the
registration of such shares does not necessarily mean that any of such shares
will be issued by the Company or be offered or sold by the holders thereof.
This Prospectus relates to the sale by the Selling Shareholders of the
Option Shares if, and to the extent that, outstanding options to purchase the
Option Shares are exercised. The Company is registering the Option Shares for
sale to provide the holders thereof with freely tradeable securities, but the
registration of such shares does not necessarily mean that any of such shares
will be issued by the Company or offered or sold by the holders thereof.
The Option Shares may be sold from time to time to purchasers directly
by any of the Selling Shareholders. Alternatively, the Selling Shareholders may
from time to time offer the Option Shares through dealers or agents, who may
receive compensation in the form of commissions from the Selling Shareholders
and/or the purchasers of Option Shares for whom they may act as agent. Without
limiting the foregoing, such sales may be in the form of secondary
distributions, exchange distributions, block trades, ordinary brokerage
transactions or a combination of such methods of sale. The Selling Shareholders
and any dealers or agents that participate in the distribution of Option Shares
may be deemed to be "underwriters" within the meaning of the Securities Act and
any profit on the sale of Option Shares by them and any commissions received by
any such dealers or agents might be deemed to be underwriting commissions under
the Securities Act.
At a time a particular offer of Option Shares is made, a Prospectus
Supplement, if required, will be distributed that will set forth the name and
names of any dealers or agents and any commissions and other terms constituting
compensation from the Selling Shareholders and any other required information.
The Option Shares may be sold from time to time at varying prices determined at
the time of sale or at negotiated prices.
In order to comply with the securities laws of certain states, if
applicable, the Option Shares may be sold only through registered or licensed
brokers or dealers. In addition, in certain states, the Option Shares may not be
sole unless they have been registered or qualified for sale in such state or an
exemption from such registration or qualification requirement is available and
is complied with.
EXPERTS
The consolidated financial statements incorporated in this Prospectus
by reference to the Annual Report on Form 10-K of the Company 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, included in the Current Report on Form 8-K dated
September 17, 1997 filed by Post Properties, Inc. have been audited by Ernst &
Young LLP, independent auditors, as set forth in the report thereon included
therein and incorporated herein by reference. Such consolidated financial
statements have been incorporated herein by reference in reliance upon such
reports given the authority of such firm as experts in accounting and auditing.
-9-
<PAGE> 10
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.
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<PAGE> 11
<TABLE>
<S> <C>
================================================================ =============================================================
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 COMMON STOCK
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.
---------- PROSPECTUS
-----------------------
TABLE OF CONTENTS
Page
----
Available Information........................................3
Incorporation of Certain Documents
by Reference..............................................3
The Company..................................................5
The Offering.................................................8
Selling Shareholders.........................................8
Plan of Distribution.........................................9
Experts......................................................9
Legal Matters................................................10
MARCH 5, 1998
================================================================ =============================================================
</TABLE>
<PAGE> 12
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the fees and expenses in connection with
the issuance and distribution of the securities being registered hereunder.
Except for the SEC registration fee and NYSE filing fee, all amounts are
estimates.
<TABLE>
<S> <C>
SEC registration fee....................................... $ 2,398
Legal fees and expenses.................................... 20,000
Blue Sky fees and expenses (including counsel fees)........ 5,000
Printing and Engraving expenses............................ 20,000
Miscellaneous Expenses..................................... 2,602
----------
Total............................................ 50,000
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Part 5 of Article 8 of the Georgia Business Corporation Code states:
14-2-850. PART DEFINITIONS.
As used in this part, the term:
(1) "Corporation" includes any domestic or foreign predecessor
entity of a corporation in a merger or other transaction in which the
predecessor's existence ceased upon consummation of the transaction.
(2) "Director" means an individual who is or was a director of
a corporation or an individual who, while a director of a corporation,
is or was serving at the corporation's request as a director, officer,
partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan,
or other enterprise. A director is considered to be serving an employee
benefit plan at the corporation's request if his duties to the
corporation also impose duties on, or otherwise involve services by,
him to the plan or to participants in or beneficiaries of the plan.
Director includes, unless the context requires otherwise, the estate or
personal representative of a director.
(3) "Expenses" include attorneys' fees.
(4) "Liability" means the obligation to pay a judgment,
settlement, penalty, fine (including an excise tax assessed with
respect to an employee benefit plan), or reasonable expenses incurred
with respect to a proceeding.
(5) "Party" includes an individual who was, is, or is
threatened to be made a named defendant
or respondent in a proceeding.
(6) "Proceeding" means any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative,
or investigative and whether formal or informal.
II-1
<PAGE> 13
14-2-851. AUTHORITY TO INDEMNIFY.
(a) Except as provided in subsections (d) and (e) of this Code section,
a corporation may indemnify or obligate itself to indemnify an individual made a
party to a proceeding because he is or was a director against liability incurred
in the proceeding if he acted in a manner he believed in good faith to be in or
not opposed to the best interests of the corporation and, in the case of any
criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful.
(b) A director's conduct with respect to an employee benefit plan for a
purpose he believed in good faith to be in the interests of the participants in
and beneficiaries of the plan is conduct that satisfies the requirement of
subsection (a) of this Code section.
(c) The termination of a proceeding by judgment, order, settlement, or
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the standard of conduct set
forth in subsection (a) of this Code section.
(d) A corporation may not indemnify a director under this Code section:
(1) In connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the
corporation; or
(2) In connection with any other proceeding in which he was
adjudged liable on the basis that personal benefit was improperly
received by him.
(e) Indemnification permitted under this Code section in connection
with a proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.
14-2-852. MANDATORY INDEMNIFICATION.
Unless limited by its articles of incorporation, to the extent that a
director has been successful, on the merits or otherwise, in the defense of any
proceeding to which he was a party, or in defense of any claim, issue, or matter
therein, because he is or was a director of the corporation, the corporation
shall indemnify the director against reasonable expenses incurred by him in
connection therewith.
14-2-853. ADVANCE FOR EXPENSES.
(a) A corporation may pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding in advance of final
disposition of the proceeding if:
(1) The director furnishes the corporation a written
affirmation of his good faith belief that he has met the standard of
conduct set forth in subsection (a) of Code Section 14-2-851; and
(2) The director furnishes the corporation a written
undertaking, executed personally or on his behalf, to repay any
advances if it is ultimately determined that he is not entitled to
indemnification under this part.
(b) The undertaking required by paragraph (2) of subsection (a) of
this Code section must be an unlimited general obligation of the director but
need not be secured and may be accepted without reference to financial ability
to make repayment.
II-2
<PAGE> 14
14-2-854. COURT-ORDERED INDEMNIFICATION AND ADVANCES FOR EXPENSES.
Unless a corporation's articles of incorporation provide otherwise, a
director of the corporation who is a party to a proceeding may apply for
indemnification or advances for expenses to the court conducting the proceeding
or to another court of competent jurisdiction. On receipt of an application, the
court after giving any notice the court considers necessary may order
indemnification or advances for expenses if it determines:
(1) The director is entitled to mandatory indemnification
under Code Section 14-2-852, in which case the court also order the
corporation to pay the director's reasonable expenses incurred to
obtain court ordered indemnification;
(2) The director is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or
not he met the standard of conduct set forth in subsection (a) of Code
Section 14-2-851 or was adjudged liable as described in subsection (d)
of Code Section 14-2-851, but if he was adjudged so liable his
indemnification is limited to reasonable expenses incurred unless the
articles of incorporation or a bylaw, contract, or resolution approved
or ratified by the shareholders pursuant to Code Section 14-2-856
provides otherwise; or
(3) In the case of advances for expenses, the director is
entitled, pursuant to the articles of incorporation, bylaws, or any
applicable resolution or agreement, to payment or reimbursement of his
reasonable expenses incurred as a party to a proceeding in advance of
final disposition of the proceeding.
14-2-855. DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION.
(a) A corporation may not indemnify a director under Code Section
14-2-851 unless authorized thereunder and a determination has been made in the
specific case that indemnification of the director is permissible in the
circumstances because he has met the standard of conduct set forth in subsection
(a) of Code Section 14-2-851.
(b) The determination shall be made:
(1) By the board of directors by majority vote of a quorum
consisting of directors not at the time parties to the proceeding;
(2) If a quorum cannot be obtained under paragraph (1) of this
subsection, by majority vote of a committee duly designated by the
board of directors (in which designation directors who are parties may
participate), consisting solely of two or more directors not at the
time parties to the proceeding;
(3) By special legal counsel:
(A) Selected by the board of directors or its committee
in the manner prescribed in paragraph (1) or (2) of this
subsection; or
(B) If a quorum of the board of directors cannot be
obtained under paragraph (1) of this subsection and a
committee cannot be designated under paragraph (2) of this
subsection, selected by majority vote of the full board of
directors (in which selection directors who are parties may
participate); or
(4) By the shareholders, but shares owned by or voted under
the control of directors who are at the time parties to the proceeding
may not be voted on the determination.
II-3
<PAGE> 15
(c) Authorization of indemnification or an obligation to indemnify and
evaluation as to reasonableness of expenses shall be made in the manner as the
determination that indemnification is permissible, except that if the
determination is made by special legal counsel, authorization of indemnification
and evaluation as to reasonableness of expenses shall be made by those entitled
under paragraph (3) of subsection (b) of this Code section to select counsel.
14-2-856. SHAREHOLDER APPROVED INDEMNIFICATION.
(a) If authorized by the articles of incorporation or a bylaw,
contract, or resolution approved or ratified by the shareholders by a majority
of the votes entitled to be cast, a corporation may indemnify or obligate itself
to indemnify a director made a party to a proceeding including a proceeding
brought by or in the right of the corporation, without regard to the limitations
in other Code sections of this part.
(b) The corporation shall not indemnify a director under this Code
section for any liability incurred in a proceeding in which the director is
adjudged liable to the corporation or is subjected to injunctive relief in favor
of the corporation:
(1) For any appropriation, in violation of his duties, of any
business opportunity of the corporation;
(2) For acts or omissions which involve intentional misconduct or a
knowing violation of law;
(3) For the types of liability set forth in Code Section 14-2-832;
or
(4) For any transaction from which he received an improper personal
benefit.
(c) Where approved or authorized in the manner described in subsection
(a) of this Code section, a corporation may advance or reimburse expenses
incurred in advance of final disposition of the proceeding only if:
(1) the director furnishes the corporation a written affirmation of
his good faith belief that his conduct does not constitute behavior of
the kind described in subsection (b) of this Code section; and
(2) The director furnishes the corporation a written undertaking,
executed personally or on his behalf, to repay any advances if it is
ultimately determined that he is not entitled to indemnification under
this Code section.
14-2-857. INDEMNIFICATION OF OFFICERS, EMPLOYEES, AND AGENTS.
Unless a corporation's articles of incorporation provide otherwise:
(1) An officer of the corporation who is not a director is entitled
to mandatory indemnification under Code Section 14-2-852 and is
entitled to apply for court ordered indemnification under Code Section
14-2-854, in each case to the same extent as a director, and
(2) A corporation may also indemnify and advance expenses to an
officer, employee, or agent who is not a director to the extent,
consistent with public policy, that may be provided by its articles of
incorporation, bylaws, general or specific action of its board of
directors, or contract.
14-2-858. INSURANCE.
A corporation may purchase and maintain insurance on behalf of an
individual who is or was a director, officer, employee, or agent of the
corporation or who, while a director, officer, employee, or agent of the
corporation, is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee, or agent of another foreign or
II-4
<PAGE> 16
domestic corporation, partnership, joint venture, trust, employee benefit plan,
or other enterprise against liability asserted against or incurred by him in
that capacity or arising from his status as a director, officer, employee, or
agent, whether or not the corporation would have power to indemnify him against
the same liability under Code Section 14-2- 851 or Code Section 14-2-852.
14-2-859. APPLICATION OF PART.
(a) A provision treating a corporation's indemnification of or advance
for expenses to directors that is contained in its articles of incorporation,
bylaws, a resolution of its shareholders or board of directors, or in a contract
or otherwise, is valid only if and to the extent the provision is consistent
with this part. If articles of incorporation limit indemnification or advance
for expenses, indemnification and advance for expenses are valid only to the
extent consistent with the articles.
(b) This part does not limit a corporation's power to pay or reimburse
expenses incurred by a director in connection with his appearance as a witness
in a proceeding at a time when he has not been made a named defendant or
respondent to the proceeding.
ARTICLES OF INCORPORATION
As permitted by the Georgia Business Corporation Code, the Company's
Charter provides that a director shall not be personally liable to the Company
or its shareholders for monetary damages for breach of duty of care or other
duty as a director, except that such provision shall not eliminate or limit the
liability of a director (a) for any appropriation, in violation of his duties,
of any business opportunity of the Company, (b) for acts or omissions that
involve intentional misconduct or a knowing violation of law, (c) for unlawful
corporate distributions or (d) for any transaction from which the director
derived an improper personal benefit. The Company's Charter further provide that
if the Georgia Business Corporation Code is amended to authorize corporate
action further eliminating or limiting the personal liability of directors, then
the liability of a director of the Company shall be eliminated or limited to the
fullest extent permitted by the Georgia Business Corporation Code, as amended.
Under Article IV of the Company's Bylaws and certain agreements entered
into by the Company, the Company is required to indemnify to the fullest extent
permitted by the Georgia Business Corporation Code, any individual made a party
to a proceeding (as defined in the Georgia Business Corporation Code) because he
is or was a director or officer against liability (as defined in the Georgia
Business Corporation Code), incurred in the proceeding, if he acted in a manner
he believed in good faith to be in or not opposed to the best interests of the
Company and, in the case of any criminal proceeding, he had no reasonable cause
to believe his conduct was unlawful. The Company is required to pay for or
reimburse the reasonable expenses incurred by a director or officer who is a
party to a proceeding in advance of final disposition of the proceeding if:
(a) Such person furnishes the Company a written affirmation of his
good faith belief that he has met the standard of conduct set forth
above; and
(b) Such person furnishes the Company a written undertaking,
executed personally on his behalf to repay any advances if it is
ultimately determined that he is not entitled to indemnification.
The written undertaking required by paragraph (b) above must be an unlimited
general obligation of such person but need not be secured and may be accepted
without reference to financial ability to make repayment.
The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in Article
VI of the Company's Bylaws are not exclusive of any other right which any person
may have under any statute, provision of the Company's Articles of
Incorporation, provision of the Company's Bylaws, agreement, vote of
shareholders or disinterested directors or otherwise.
II-5
<PAGE> 17
The Partnership Agreement of the Operating Partnership also provides
for indemnification of the Company and its officers and directors to the same
extent indemnification is provided to officers and directors of the Company in
the Company's Charter, and limits the liability of the Company and its officers
and directors to the Operating Partnership and its partners to the same extent
liability of officers and directors of the Company to the Company and its
shareholders is limited under the Company's Charter.
In connection with the formation transactions, the Company agreed to
indemnify Messrs. Williams and Glover from any exposure to personal liability
for or under personal guarantees of certain indebtedness of partnerships of the
Company aggregating $107,900,000 in principal amount as to which Messrs.
Williams and Glover currently have personal liability either directly or as a
guarantor of such indebtedness.
The Company's director's and officers are insured against damages from
actions and claims incurred in the course of their duties, and the Company is
insured against expenses incurred in defending lawsuits arising from certain
alleged acts of its directors and officers.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NO.
---
DESCRIPTION
-----------
<S> <C> <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>
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes to provide to the
underwriters at the closing specified in the underwriting agreements,
certificates in such denominations and registered in such names as required by
the underwriters to permit prompt delivery to each purchaser.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a) (3) of
the Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
II-6
<PAGE> 18
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
II-7
<PAGE> 19
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 March 5, 1998.
POST PROPERTIES, INC.
By: /s/ John A. Williams
------------------------------------
John A. Williams
Chairman and Chief Executive 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 5th day of March, 1998.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ John A. Williams Chairman of the Board,
- --------------------------------- Chief Executive Officer and a Director
John A. Williams (Principal 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
</TABLE>
II-8
<PAGE> 20
<TABLE>
<S> <C>
/s/ Herschel M. Bloom Director
- ---------------------------------
Herschel M. Bloom
/s/ Russell R. French Director
- ---------------------------------
Russell R. French
Director
- ---------------------------------
William A. Parker, Jr.
/s/ Charles E. Rice Director
- ---------------------------------
Charles E. Rice
/s/ J.C. Shaw Director
- ---------------------------------
J. C. Shaw
/s/ Robert L. Shaw Director
- --------------------------------
Robert L. Shaw
</TABLE>
II-9
<PAGE> 21
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit No. Exhibit Page Number
----------- ------- ------------
<S> <C> <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-10
<PAGE> 1
EXHIBIT 5.1
[KING & SPALDING LETTERHEAD]
191 Peachtree Street
Atlanta, Georgia 30303-1763
Telephone: 404/572-4600
Facsimile: 404/572-5100
Direct Dial: March 5, 1998 Direct Fax:
Post Properties, Inc.
3350 Cumberland Circle, N.W.
Suite 2200
Atlanta, Georgia 30339
Re: Post Properties, Inc. -- Registration Statement on
Form S-3 relating to 209,100 shares of Common Stock
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 registration of 209,100 shares of the Company's Common Stock,
par value $.01 per share (the "Shares") issuable by the Company pursuant to
certain outstanding options (the "Options") to purchase Common Stock.
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.
The opinions expressed herein are 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 expressly stated herein.
<PAGE> 2
Post Properties, Inc.
March 5, 1998
Page 2
- ------------------
Based upon and subject to the foregoing, we are of the opinion that:
(i) The Shares are duly authorized.
(ii) Upon the issuance of the Shares against payment therefor as
provided in the option certificates relating to the Options, the Shares will be
validly issued, fully paid and nonassessable.
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 related to the Registration Statement.
Very truly yours,
/s/ King & Spalding
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting 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 headings "Experts" in such Prospectus.
Price Waterhouse LLP
Atlanta, Georgia
March 4, 1998
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 and the related Prospectus of Post
Properties, Inc. for the registration of 209,100 shares of Post Properties,
Inc. Common Stock and to the incorporation by reference 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 of Columbus Realty
Trust as of December 31, 1996 and 1995 and for the three years in the period
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
March 4, 1998
