<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 29, 1998
POST PROPERTIES, INC.
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Georgia 1-12080 58-1550675
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(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
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<TABLE>
<S> <C>
One Riverside, 4401 Northside Parkway, Suite 800, 30327-
Atlanta, Georgia 3057
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(Address of principal executive offices) (Zip Code)
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(770) 850-4400
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(Registrant's telephone number, including area code)
The Exhibit Index is at page 4.
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Item 5. Other Events
The Registrant is filing this Current Report on Form 8-K so as to file
with the Commission certain items that are to be incorporated by reference into
its Registration Statement on Form S-3 (Registration No. 333-36595) with respect
to the offering of 1,000,000 shares of its Common Stock (the "Shares").
Item 7. Financial Statements and Exhibits
(c) Exhibits.
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<CAPTION>
Exhibit No. Description
<S> <C> <C>
2 -- Terms Agreement between Post Properties, Inc. and Merrill
Lynch, Pierce, Fenner & Smith Incorporated dated October 29, 1998
5* -- Opinion of King & Spalding regarding the validity of the Shares
8* -- Opinion of King & Spalding as to certain tax matters
23* -- Consent of King & Spalding (included in Exhibits 5 and 8)
99 -- Financial results for the three months and nine months
ended September 30, 1998
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* Previously filed
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
POST PROPERTIES, INC.
(Registrant)
Date: November 3, 1998 By: /s/ R. Byron Carlock
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R. Byron Carlock, Jr.
Executive Vice President and
Chief Investment Officer
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EXHIBIT INDEX
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<CAPTION>
Exhibit No. Description Page
- ----------- ----------- ----
<S> <C> <C> <C>
2 -- Terms Agreement between Post Properties, Inc. and Merrill
Lynch, Pierce, Fenner & Smith Incorporated dated
October 29, 1998.
5* -- Opinion of King & Spalding regarding the validity of the Shares
8* -- Opinion of King & Spalding as to certain tax matters
23* -- Consent of King & Spalding (included in Exhibits 5 and 8)
99 -- Financial results for the three months and nine months
ended September 30, 1998.
________________
* Previously filed
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EXHIBIT 2
POST PROPERTIES, INC.
(a Georgia corporation)
Common Stock
(Par Value $.01 Per Share)
TERMS AGREEMENT
Dated: October 29, 1998
To: Post Properties, Inc.
4401 Northside Parkway, Suite 800
Atlanta, Georgia 30327
Ladies and Gentlemen:
We understand that Post Properties, Inc., a Georgia corporation (the
"Company"), proposes to issue and sell the number of its shares of common
stock, par value $0.01 per share (the "Common Stock") set forth below. Subject
to the terms and conditions set forth or incorporated by reference herein, we
offer to purchase the number of Initial Underwritten Securities (as defined in
the Purchase Agreement referred to below) set forth below, and the Option
Underwritten Securities (as defined in the Purchase Agreement referred to
below), to the extent any are purchased.
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<CAPTION>
Number of Shares of Initial
Underwriter Underwritten Securities
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<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated 1,000,000
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Total 1,000,000
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<PAGE> 2
The Underwritten Securities shall have the following terms:
TITLE: Common Stock
NUMBER OF SHARES: 1,000,000
NUMBER OF OPTION UNDERWRITTEN SECURITIES: 150,000
INITIAL PUBLIC OFFERING PRICE PER SHARE: $38.6875
PURCHASE PRICE PER SHARE: $36.7075
LISTING REQUIREMENTS: Approved for listing on the NYSE
LOCK-UP PROVISIONS: 30 days from the date hereof
CLOSING DATE AND LOCATION: November 4, 1998 at 9:00 a.m. at the offices of Hogan
& Hartson L.L.P., 555 Thirteenth Street, N.W., Washington, D.C. 20004.
All the provisions contained in the document attached as Annex A hereto
entitled "Post Properties, Inc. -- Common Stock, Preferred Stock and Depositary
Shares -- Purchase Agreement" are hereby incorporated by reference in their
entirety herein and shall be deemed to be a part of this Terms Agreement to the
same extent as if such provisions had been set forth in full herein. Terms
defined in such document are used herein as therein defined.
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Please accept this offer no later than 5:00 p.m. (New York City time) on
October 29, 1998 by signing a copy of this Terms Agreement in the space set
forth below and returning the signed copy to us.
Very truly yours,
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: /s/ Tjarda Clagett
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Name: Tjarda Clagett
Title: Director
Accepted:
By: POST PROPERTIES, INC.
By: /s/ Sherry W. Cohen
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Name: Sherry W. Cohen
Title: EVP
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POST PROPERTIES, INC.
SELECTED FINANCIAL INFORMATION
(Dollars in thousands, except per share or unit data)
(Unaudited)
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<CAPTION>
Three months ended Nine months ended
September 30 September 30
1998 1997 1998 1997
OPERATING DATA
<S> <C> <C> <C> <C>
Revenue:
Rental - owned properties $71,310 $43,857 $202,162 $127,988
Property management -
third party 792 604 2,309 1,696
Landscape services - third
party 1,765 1,327 4,945 3,792
Interest 83 15 387 30
Other 3,019 1,692 9,606 4,655
Total revenue 76,969 47,495 219,409 138,161
Property operating and
maintenance expenses - owned
properties 25,814 16,247 73,946 47,401
Depreciation - real estate
assets 11,498 6,333 33,307 18,897
Depreciation - non real estate
assets 467 262 939 758
Property management expenses -
third party 659 488 1,857 1,298
Landscape services expenses -
third party 1,571 1,068 4,372 3,086
Interest expense 7,795 5,652 23,488 16,722
Amortization of deferred loan
costs 318 195 876 747
General and administrative
expenses 1,869 1,467 5,701 4,867
Minority interest in
consolidated property
partnership 153 -- 351 --
50,144 31,712 144,837 93,776
Net income before loss on
unused treasury locks, net
gain on sale of assets,
minority interest and
extraordinary item 26,825 15,783 74,572 44,385
Net gain on sale of assets -- -- -- 3,512
Loss on unused treasury
locks (1) -- -- (1,944) --
Minority interest of
unitholders in Operating
Partnership (3,022) (2,811) (8,434) (8,562)
Net income before
extraordinary item 23,803 12,972 64,194 39,335
Extraordinary item, net of
minority interest (2) -- -- -- (75)
Net income 23,803 12,972 64,194 39,260
Dividends to preferred
shareholders (2,969) (1,062) (8,504) (3,187)
Net income available to
common shareholders $20,834 $11,910 $55,690 $36,073
Funds from operations (3) $35,354 $21,054 $99,375 $60,095
PER COMMON SHARE/UNIT DATA (4)
Net income before extraordinary
item (net of preferred
dividend) - basic $ 0.58 $ 0.54 $ 1.62 $ 1.64
Net income available to
common shareholders - basic $ 0.58 $ 0.54 $ 1.62 $ 1.64
Net income before extraordinary
item (net of preferred
dividend) - diluted $ 0.57 $ 0.53 $ 1.60 $ 1.63
Net income available to
common shareholders -
diluted $ 0.57 $ 0.53 $ 1.60 $ 1.62
Dividends declared $ 0.650 $ 0.595 $ 1.950 $ 1.785
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EXHIBIT 99
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<CAPTION>
September 30
1998 1997
<S> <C> <C>
BALANCE SHEET DATA
Real estate, before accumulated depreciation $2,167,761 $1,228,647
Real estate, after accumulated depreciation 1,932,729 1,037,015
Total assets 1,984,151 1,063,141
Total debt 787,328 510,637
Shareholders' equity 982,604 402,002
KEY DEBT STATISTICS
Total secured debt 279,328 168,637
Total unsecured debt 508,000 342,000
Interest coverage ratio (5)(6) 5.7 4.9
Fixed charge coverage ratio (5)(7) 4.2 4.1
Total debt as a % of undepreciated real estate 36.3% 41.6%
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NOTES TO SELECTED FINANCIAL INFORMATION
(1) - The loss on unused treasury locks resulted from the termination of
treasury locks for debt securities that were not issued.
(2) - The extraordinary item for the nine months ended September 30, 1997
resulted from the costs associated with the early extinguishment
of indebtedness.
(3) - The Company uses the National Association of Real Estate Investment
Trust ("NAREIT") definition of Funds from Operations ("FFO"), which
became effective for periods beginning after January 1, 1996.
(4) - As of September 30, 1998, there were 41,257,619 units of the Operating
Partnership outstanding, of which 36, 041,895 were owned by the Company.
The weighted average shares and units outstanding for the three and
nine months ended September 30, 1998 was 41,222,891 and 39,567,512,
respectively.
(5) - Calculated for the nine months ended September 30, 1998 and 1997
(6) - Interest coverage ratio is defined as net income available for debt
service divided by interest expense. For purposes of this calculation,
net income available for debt service represents earnings before minority
interest, dividends to preferred shareholders, loss on treasury locks,
interest expense, income taxes, depreciation, amortization and
extraordinary items.
(7) - Fixed charge coverage ratio is defined as net income available for
debt service divided by interest expense plus dividends to preferred
shareholders. For purposes of this calculation, net income available for
debt service represents earnings before minority interest, dividends to
preferred shareholders, loss on treasury locks, interest expense, income
taxes, depreciation, amortization and extraordinary items.
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POST PROPERTIES, INC.
CALCULATION OF FFO AND CAD
(Dollars in thousands, except per share or unit data)
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<CAPTION>
Three months ended Nine months ended
September 30 September 30
1998 1997 1998 1997
<S> <C> <C> <C> <C>
Net income available to
common shareholders $20,834 $11,910 $55,690 $36,073
Extraordinary item,
net of minority interest --- --- --- 75
Minority Interest 3,022 2,811 8,434 8,562
Net (gain)/loss on sale
of assets --- --- --- (3,512)
Loss on unused treasury locks --- --- 1,944 ---
Adjusted net income 23,856 14,721 66,068 41,198
Depreciation - real estate
assets 11,498 6,333 33,307 18,897
Funds from Operations 35,354 21,054 99,375 60,095
Recurring capital
expenditures (1) (1,911) (1,028) (4,952) (2,932)
Non-recurring capital
expenditures (210) (41) (1,098) (534)
Loan amortization payments (19) (47) (55) (149)
Cash Available for
Distribution $33,214 $19,938 $93,270 $56,480
Revenue generating capital
expenditures (2) $4,052 $1,279 $11,842 $4,775
</TABLE>
(1) - Since the company does not add back the depreciation of non-real estate
assets in its calculation of FFO, capital expenditures of $3,645 and $414
for the three months ended September 30, 1998 and 1997, respectively, and
$7,772 and $1,185 for the nine months ended September 30, 1998 and 1997,
respectively, are excluded for the calculation of CAD.
(2) - Includes a major renovation of communities in the amount of $4,038 and
$556 for the three months ended September 30, 1998 and 1997, respectively,
and $11,283 and $3,173 for the nine months ended September 30, 1998 and
1997, respectively, and water submetering in the amount of $14 and $723
for the three months ended September 30, 1998 and 1997, respectively, and
$559 and $1,638 for the nine months ended September 30, 1998 and 1997,
respectively.
