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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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)
</TABLE>
<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>
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)
</TABLE>
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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 2, 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>
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)
</TABLE>
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EXHIBIT 5
November 2, 1998
Post Properties, Inc.
One Riverside
Suite 800
4401 Northside Parkway
Atlanta, Georgia 30327
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 1,150,000 Shares of Common Stock (the
"Shares") pursuant to a Prospectus Supplement dated October 29, 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 States of Georgia and New York, 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.
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;
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Post Properties, Inc.
November 2, 1998
Page 2
(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.
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.
Very truly yours,
King & Spalding
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EXHIBIT 8
October 29, 1998
Post Properties, Inc.
One Riverside
4401 Northside Parkway, Suite 800
Atlanta, Georgia 30327-3057
Ladies and Gentlemen:
We have acted as counsel to Post Properties, Inc., a Georgia corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended (the "1933 Act,"), of 1,000,000 shares of Common Stock of the
Company (the "Shares") pursuant to a Prospectus Supplement dated October 29,
1998 (the "Prospectus Supplement"). You have requested our opinion as to the
accuracy of the information contained in Prospectus Supplement under the heading
"Certain Federal Income Tax Considerations."
We understand that our opinion will be attached as an exhibit to the
Company's Current Report on Form 8-K, which will be filed with the Securities
and Exchange Commission (the "Commission") on or about November 2, 1998. We
hereby consent to such use of our opinion. In giving such consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the 1933 Act.
Unless otherwise indicated, all terms used herein with initial capital
letters shall have the same meaning as in the Prospectus Supplement.
In rendering the opinion expressed herein, we have examined such documents
as we have deemed appropriate, including (but not limited to) the Registration
Statement on Form S-3 (File No. 333-36595), including the reports incorporated
by reference therein, filed by the Company with the Commission on September 29,
1997, the Prospectus dated as of October 20, 1997, the Prospectus Supplement,
and the analyses of qualifying income prepared by the Company with the
assistance of PricewaterhouseCoopers, LLP the Company's accountants. We have
also examined the organizational documents, as amended, of the following
entities: the Company, the Operating Partnership, Post Development Services
Limited Partnership, Addison Circle One, Ltd., Addison Circle Two, Ltd., Rice
Lofts, L.P., Post Rice Lofts, LLC, Post Uptown, LLC, Akard-McKinney Investment
Company, LLC, Columbus Management Services, LLC, Post Mississippi Properties,
LLC, Post Knox Park, LLC, Greenwood Residential, LLC, Uptown Denver, LLC, Post
Services,
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Inc. and Addison Circle Access, Inc. In our examination of documents, we have
assumed, with your consent, that all documents submitted to us are authentic
originals, or if submitted as photocopies or telecopies, that they faithfully
reproduce the original thereof, that all such documents have been or will be
duly executed to the extent required, that all representations and statements
set forth in such documents are true and correct, and that all obligations
imposed by any such documents on the parties thereto have been or will be
performed or satisfied in accordance with their terms. We also have obtained
such additional information and representations as we have deemed relevant and
necessary through consultation with officers of the Company and with
PricewaterhouseCoopers LLP, including representations from the Company in a
letter to us of even date herewith.
Based upon and subject to the foregoing, we are of the opinion that the
information in the Prospectus Supplement under the heading "Certain Federal
Income Tax Considerations" constitutes, in all material respects, a fair and
accurate summary of the material United States federal income tax consequences
of the purchase, ownership and disposition of the Shares under current law, and,
to the extent such discussion contains statements of law or legal conclusions,
such statements and conclusions are the opinion of King & Spalding.
The opinion expressed herein is given as of the date hereof and is based
upon the Internal Revenue Code of 1986, as amended, the U.S. Treasury
Regulations promulgated thereunder, current administrative positions of the
U.S. Internal Revenue Service, and existing judicial decisions, any of which
could be changed at any time, possibly on a retroactive basis. Any such changes
could adversely affect the opinion rendered herein and the tax consequences to
the Company and the investors in the Shares. In addition, as noted above, our
opinion is based solely on the documents that we have examined, the additional
information that we have obtained, and the representations that have been made
to us, and cannot be relied upon if any of the facts contained in such
documents or in such additional information is, or later becomes, inaccurate or
if any of the representations made to us is, or later becomes, inaccurate. We
are not, however, aware of any facts or circumstances contrary to or
inconsistent with the information, assumptions, and representations upon which
we have relied for purposes of this opinion.
Finally, our opinion is limited to the tax matters specifically covered
thereby, and we have not been asked to address, nor have we addressed, any
other tax consequences of an investment in the Shares.
Very truly yours,
King & Spalding
