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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) February 26, 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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3350 Cumberland Circle, Atlanta, Georgia 30339
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(Address of principal executive offices) (Zip Code)
(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 amend
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 3,500,000 shares of its Common Stock (the "Shares")(plus an over-allotment
option granted to the underwriters to purchase up to an additional 500,000
shares of Common Stock).
Item 7. Financial Statements and Exhibits
(c) Exhibits.
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Exhibit No. Description
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<S> <C>
5 -- Opinion of King & Spalding regarding validity of the Shares
23 -- Consent of King & Spalding (included in Exhibit 5)
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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: March 3, 1998 By: /s/ John T. Glover
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John T. Glover
President
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EXHIBIT INDEX
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<CAPTION>
Exhibit No. Description Page
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5 -- Opinion of King & Spalding regarding validity of the Shares
23 -- Consent of King & Spalding (included in Exhibit 5)
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EXHIBIT 5
March 2, 1998
Post Properties, Inc.
Suite 2200
3350 Cumberland Circle
Atlanta, Georgia 30339
Re: Post Properties, Inc. - Common Stock
Ladies and Gentlemen:
We have acted as counsel for Post Properties, Inc., a Georgia corporation
(the "Company"), in connection with the registration under the Securities Act
of 1933, as amended, of 3,500,000 Shares of Common Stock (plus 500,000 shares
of Common Stock subject to an over-allotment option granted by the Company to
the underwriters) (the "Shares") pursuant to a Prospectus Supplement dated
February 26, 1998 (the "Prospectus Supplement").
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 New York, and no
opinion is expressed with respect to the laws of any other jurisdiction of 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.
Based upon the foregoing, and the other limitations and qualifications set
forth herein, we are of the opinion that:
(i) The Company is a corporation validly existing and, based solely
on a certificate of the Secretary of State of the State of Georgia, in
good standing under the laws of the State of Georgia;
(ii) Upon the issuance and sale of the Shares as described in the
Prospectus Supplement, such shares will be validly issued, fully paid and
nonassessable.
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Post Properties, Inc.
March 2, 1998
Page 2
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 proceeding in equity of law).
This opinion is given as of the date hereof, and we assume no obligation
to advise you after the date hereof of facts of 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 references to our firm
under the caption "Legal Matters" in the Prospectus Supplement and the
accompanying Prospectus.
Very truly yours,
KING & SPALDING
