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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) April 23, 1998
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POST PROPERTIES, INC.
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(Exact name of registrant as specified in its charter)
<TABLE>
<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)
3350 Cumberland Circle, Atlanta, Georgia 30339
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(Address of principal executive offices) (Zip Code)
</TABLE>
(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 1,146,379 shares of its Common Stock (the "Shares").
Item 7. Financial Statements and Exhibits
(c) Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <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: April 24, 1998 By: John T. Glover
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John T. Glover
President
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <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
April 24, 1998
Post Properties, Inc.
Suite 2200
3350 Cumberland Circle
Atlanta, Georgia 30339
Re: Post Properties -- 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 1,146,379 Shares of Common Stock (the
"Shares") pursuant to a Prospectus Supplement dated April 23, 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;
(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.
<PAGE> 2
Post Properties, Inc.
April 24, 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 a proceeding in equity or law).
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
April 24, 1998
Post Properties, Inc.
3350 Cumberland Circle
Suite 2200
Atlanta, Georgia 30339
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, of 1,146,379 shares of Common Stock of the
Company (the "Shares") pursuant to a Prospectus Supplement dated April 23, 1998
(the "Prospectus Supplement"). You have requested our opinion as to the
accuracy of the information contained in the Prospectus Supplement under the
heading "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 on April 24, 1998. We hereby consent to such use of our
opinion.
Unless otherwise indicated, all terms used herein with initial capital
letters shall have the same meaning as in the Prospectus Supplement.
In rendering the opinions expressed herein, we have examined such
documents as we have deemed appropriate, including (but not limited to) the
Registration Statement to which the Prospectus Supplement relates and the
analyses of qualifying income prepared by the Company with the assistance of
Price Waterhouse 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, 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
<PAGE> 2
April 24, 1998
Page 2
originals 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 Price Waterhouse 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 "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 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
