<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 29, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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POST PROPERTIES, INC.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C>
GEORGIA 58-1550675
(State or Other Jurisdiction of Incorporation) (I.R.S. Employer Identification Number)
</TABLE>
ONE RIVERSIDE
4401 NORTHSIDE PARKWAY, SUITE 800
ATLANTA, GEORGIA 30327-3057
(404) 846-5000
(Address, Including Zip Code, and Telephone Number, including
area Code, of Principal Executive Offices)
JEFFREY A. HARRIS
PRESIDENT
POST PROPERTIES, INC.
ONE RIVERSIDE
4401 NORTHSIDE PARKWAY, SUITE 800
ATLANTA, GEORGIA 30327-3057
(404) 846-5000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
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COPIES TO:
JOHN J. KELLEY III
STACEY K. GEER
KING & SPALDING
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303-1763
(404) 572-4600
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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. [X]
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. [ ]
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. [ ]
CALCULATION OF REGISTRATION FEE
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<TABLE>
PROPOSED
AMOUNT PROPOSED MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SHARES TO BE AGGREGATE PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par value....................... 1,500,000 $42.50 $63,750,000 $16,830
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</TABLE>
(1) Does not include 750,000 shares of common stock previously registered on
Registration Statement No. 333-80427 and to which the prospectus contained
herein relates. A registration fee in the aggregate amount of $8,633 was
previously paid in connection with these shares (including the 93,242 shares
not yet issued) previously registered.
(2) 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 August 25, 2000.
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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.
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS
INCLUDED IN THIS REGISTRATION STATEMENT IS A COMBINED PROSPECTUS RELATING ALSO
TO REGISTRATION STATEMENT NO. 333-80427 FILED BY THE REGISTRANT ON JUNE 10,
1999.
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<PAGE> 2
PROSPECTUS
(POST PROPERTIES LOGO)
1,500,000
POST PROPERTIES, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
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COMMON STOCK
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Post Properties, Inc. is offering to the holders of shares of its common
stock, par value $.01 per share, the opportunity to participate in its Dividend
Reinvestment and Stock Purchase Plan. The plan provides a simple and convenient
method for shareholders to invest our cash dividends and optional cash payments
in shares of our common stock. All holders of record of common stock are
eligible to participate in the plan.
A shareholder may begin participating in the plan by completing an
authorization card and returning it to Equiserve Trust Company, N.A., as plan
administrator. Participants may terminate their participation at any time.
Shareholders who do not wish to participate in the plan need take no action and
will continue to receive their cash dividends, if, as and when declared, as
usual. It is suggested that this prospectus be retained for future reference.
Our common stock is listed on the New York Stock Exchange under the symbol
"PPS."
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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This prospectus is dated August 29, 2000.
<PAGE> 3
NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE ANY
INFORMATION OR TO REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU MUST
NOT RELY ON ANY UNAUTHORIZED INFORMATION OR REPRESENTATIONS. THIS PROSPECTUS IS
AN OFFER TO SELL ONLY THE SECURITIES OFFERED HEREBY, BUT ONLY UNDER
CIRCUMSTANCES AND IN JURISDICTIONS WHERE IT IS LAWFUL TO DO SO. THE INFORMATION
CONTAINED IN THIS PROSPECTUS IS CURRENT ONLY AS OF ITS DATE.
----------------------
TABLE OF CONTENTS
<TABLE>
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PAGE
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<S> <C>
Where You Can Find More Information......................... 1
Post Properties, Inc........................................ 2
Description of the Plan..................................... 4
Use of Proceeds............................................. 12
Experts..................................................... 13
Legal Matters............................................... 13
</TABLE>
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file with the SEC at its public reference facilities at 450
Fifth Street, N.W., Washington, D.C. 20549, 7 World Trade Center, Suite 1300,
New York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511. You can also obtain copies of the documents
at prescribed rates by writing to the Public Reference Section of the SEC at 450
Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
facilities. Our SEC filings are also available at the office of the New York
Stock Exchange at 20 Broad Street, New York, New York 10005. For further
information on obtaining copies of our public filings at the New York Stock
Exchange, you should call (212) 656-5060.
We "incorporate by reference" into this prospectus the information we file
with the SEC, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus and information that we file subsequently
with the SEC will automatically update this prospectus. We incorporate by
reference the documents listed below and any filings we make with the SEC under
Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") after the initial filing of the registration
statement that contains this prospectus and prior to the time that we sell all
the securities offered by this prospectus:
- Annual Report on Form 10-K for Post and Post Apartment Homes for the year
ended December 31, 1999;
- Quarterly Report on Form 10-Q for Post and Post Apartment Homes for the
quarter ended March 31, 2000;
- Quarterly Report on Form 10-Q for Post and Post Apartment Homes for the
quarter ended June 30, 2000;
- Current Report on Form 8-K for Post and Post Apartment Homes dated May 4,
2000 and June 13, 2000; and
- The description of Post's common stock contained in the Registration
Statement on Form 8-A dated July 22, 1993.
You may request a copy of these filings (other than an exhibit to a filing
unless that exhibit is specifically incorporated by reference into that filing)
at no cost, by writing to or telephoning us at the following address:
Post Properties, Inc.
4401 Northside Parkway
Suite 800
Atlanta, Georgia 30327
Attn: Secretary
(404) 846-5000
You should rely only on the information incorporated by reference or set
forth in this prospectus or the applicable prospectus supplement. We have not
authorized anyone else to
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provide you with different information. We may only use this prospectus to sell
securities if it is accompanied by a prospectus supplement. We are only offering
these securities in states where the offer is permitted. You should not assume
that the information in this prospectus or the applicable prospectus supplement
is accurate as of any date other than the dates on the front of those documents.
POST PROPERTIES, INC.
We are one of the largest developers and operators of upscale multifamily
apartment communities in the Southeastern and Southwestern United States. As of
June 30, 2000, we owned 89 stabilized communities containing 30,818 apartment
units located primarily in metropolitan Atlanta, Georgia; Dallas, Texas; and
Tampa, Florida. In addition, we had under construction or in initial lease-up 13
new communities and additions to four existing communities in the Atlanta,
Georgia; Dallas, Houston and Austin, Texas; Tampa and Orlando, Florida; Denver,
Colorado; Charlotte, North Carolina; Phoenix, Arizona; Pasadena, California and
Washington, D.C. metropolitan areas that will contain an aggregate of 5,137
apartment units upon completion. For the year ended December 31, 1999, the
average economic occupancy rate, defined as gross potential rent less vacancy
losses, model expenses and bad debt divided by gross potential rent, of the 76
communities stabilized for the entire year was 96.4%. The average monthly rental
rate per apartment unit at these communities for December 1999 was $885. At
December 31, 1999, we also managed through affiliates 13,553 additional
apartment units owned by third parties. We are a fully integrated organization
with multifamily development, acquisition, operation and asset management
expertise. At December 31, 1999, we had approximately 2,035 employees, none of
whom is a party to a collective bargaining agreement.
Post Properties, Inc., referred to in this prospectus as Post, is a
self-administered and self-managed equity real estate investment trust, or REIT.
Through its wholly owned subsidiaries, Post is the sole general partner of Post
Apartment Homes and it controls a majority of the limited partnership interests,
or Units, in Post Apartment Homes. Post conducts all of its business through
Post Apartment Homes and its other subsidiaries.
Since our founding in 1971, we have pursued three distinctive core business
strategies that have remained substantially unchanged:
- Investment Building. Investment building means taking a long-term view
of the assets we create. We develop communities with the intention of
operating them for periods that are relatively long by the standards of
the apartment industry. Key elements of our investment building strategy
include instilling a disciplined team approach to development decisions,
selecting sites in urban 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 our success and, to our knowledge, 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 our efforts in developing and
maintaining our communities, we believe 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
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implementing our brand name strategy include extensively utilizing the
trademarked brand name, adhering to quality in all aspects of our
operations, developing and implementing leading edge training programs
and coordinating our advertising programs to increase brand name
recognition.
- Service Orientation. Our mission statement is: "To provide the superior
apartment living experience for our residents." By striving to provide a
superior product and superior service, we believe that we will be able to
achieve our long-term goals. We believe that we provide our residents
with a superior product and superior service through our uniformly high
quality construction, selective urban infill locations, 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.
We believe that with the implementation of these strategies, multifamily
properties in our primary markets have the potential over the long term to
provide investment returns that exceed national averages.
Our offices are located at 4401 Northside Parkway, Suite 800, Atlanta,
Georgia 30327 and our telephone number is (404) 846-5000.
When we refer to "we," "our" and "us" in this prospectus, we mean Post
Properties, Inc. and its subsidiaries.
Post(R) is a registered trademark of Post Properties, Inc. This prospectus
also includes trademarks, service marks, trade names and references to
intellectual property owned by other companies.
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DESCRIPTION OF THE PLAN
The provisions of our Dividend Reinvestment and Stock Purchase Plan are set
forth below in question and answer format.
PURPOSE
1. What is the purpose of the plan?
The purpose of the plan is to provide holders of record of shares of common
stock with a simple and convenient method of investing cash dividends or
optional cash payments, or both, to purchase additional shares of common stock
without payment of any brokerage commissions, fees or service charges. Shares of
common stock purchased under the plan will either be original issue shares or
shares purchased in the open market by the plan administrator, Equiserve Trust
Company, N.A. (see Question 4). To the extent shares of common stock are
purchased by the administrator in the open market, we will not receive any
proceeds. To the extent the shares of common stock are original issue shares, we
will receive additional funds for its working capital and general corporate
purposes. See "Use of Proceeds."
ADVANTAGES
2. What are the options available to shareholders?
The plan offers the following investment options to participants:
- Participants may purchase additional shares of common stock by having the
cash dividends on all, or part, of their shares of common stock
automatically reinvested;
- Participants may purchase additional shares of common stock by receiving
directly, as usual, their cash dividends, if, as and when declared, on
shares of common stock and investing in the plan by making cash payments
of not less than $100 per payment or more than $10,000 per month; or
- Participants may purchase additional shares of common stock by investing
both their cash dividends and any optional cash payments.
3. What are the advantages of the plan?
No brokerage commissions, fees or service charges are paid by participants
in connection with purchases under the plan, provided, however that if shares
are registered in the name of a nominee or broker, such nominee or broker may
charge a commission or fee. Full investment of dividends is possible under the
plan because the plan permits fractions of shares, as well as whole shares, to
be purchased and credited to participants' accounts. Regular statements of
account provide simplified record keeping. In addition, the free custodial
services provided in connection with the plan serve to protect against loss,
theft or destruction of certificates.
The price of shares of common stock purchased under the plan as original
issue shares with reinvested cash dividends is 95% of the mean of the high and
low sales prices for such shares on the applicable investment date. The price of
shares of common stock purchased under the plan as original issue shares with
optional cash payments is 100% of the mean of the high and low sales prices for
such shares on the applicable investment
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date. For open market purchases, the purchase price will be the average price
paid by the administrator for all purchases for a single cash dividend or
optional cash payment.
ADMINISTRATION
4. Who administers the plan for participants?
Equiserve Trust Company, N.A. has been designated by us as our agent to
administer the plan for participants, maintain records, send regular statements
of account to participants and perform other duties relating to the plan. Shares
of common stock purchased under the plan will be held by the administrator as
agent for participants and registered in the name of the administrator or its
nominee. The administrator also serves as transfer agent for the common and
preferred stock. Should the administrator resign, or be asked to resign, another
agent will be asked to serve.
All communications regarding the plan should be sent to the administrator
addressed as follows:
Equiserve Trust Company, N.A.
P. O. Box 8218
Boston, Massachusetts 06628
PARTICIPATION
5. Who is eligible to participate?
All holders of record of shares of common stock are eligible to participate
in the plan. In order to be eligible to participate, beneficial owners of shares
of common stock whose shares are registered in names other than their own (for
example, shares registered in the name of a broker, administrator, nominee or
trustee) must either arrange for the holder of record to join the plan or have
the shares they wish to enroll in the plan transferred to their own names.
6. How does an eligible shareholder participate?
An eligible shareholder may join the plan by checking the box of his choice
on an authorization card and returning it to the administrator. An envelope is
provided for this purpose. Shareholders whose shares are registered in the name
of a nominee or broker must have the nominee or broker sign the authorization
card and return it to the administrator. Additional authorization cards may be
obtained at any time by written request to the administrator at the address
indicated above.
7. When may a shareholder join the plan?
A shareholder may join the plan at any time and will remain a participant
until participation is terminated (see Question 20) or all shares held in the
participant's plan account are sold.
If an authorization card specifying the participant's desire to participate
in the plan is received by the administrator no later than the fifth business
day preceding the record date established for a particular dividend, receipt of
shares of common stock in lieu of cash dividends or reinvestment of cash
dividends, as appropriate, will commence with that dividend. If the
authorization card is received after the fifth business day prior to the record
date established for a particular cash dividend, then participation in the plan
will
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not begin until the cash dividend payment date following the next record date,
as applicable.
We have declared and paid dividends as follows during the past two years:
<TABLE>
<CAPTION>
DECLARATION DATE RECORD DATE PAYMENT DATE
---------------- ----------- ------------
<S> <C> <C>
August 21, 1998 September 30, 1998 October 15, 1998
November 20, 1998 December 31, 1998 January 15, 1999
February 18, 1998 March 31, 1999 April 14, 1999
May 7, 1999 June 30, 1999 July 14, 1999
August 20, 1999 September 30, 1999 October 15, 1999
November 19, 1999 December 31, 1999 January 14, 2000
February 10, 2000 March 31, 2000 April 14, 2000
May 17, 2000 June 30, 2000 July 14, 2000
August 25, 2000 September 30, 2000 October 16, 2000
</TABLE>
Optional cash payments are invested as specified in Question 14.
8. What does the authorization card provide?
The authorization card provides for the purchase of additional shares of
common stock through the following options:
(a) Dividend Reinvestment Only. If the "Dividend Reinvestment Only" box is
checked, the administrator will apply cash dividends on all shares of
common stock registered in the participant's name, or such number as
specified by participant on the authorization card, as well as on all
shares of common stock credited to the participant's plan account, to the
purchase of additional shares of common stock.
(b) Dividend Reinvestment and Optional Cash Payments. If the "Dividend
Reinvestment and Optional Cash Payments" box is checked, the administrator
will apply cash dividends on all shares of common stock registered in the
participant's name, or such number as specified by participant on the
authorization card, as well as on all shares of common stock credited to
the participant's plan account, and any optional cash payments to the
purchase of additional shares of common stock.
(c) Optional Cash Payments Only. If the "Optional Cash Payments Only" box is
checked, the administrator will apply any optional cash payments and any
dividends on shares credited to the participant's plan account to the
purchase of additional shares of common stock. Cash dividends on shares of
common stock registered in the participant's name other than in his plan
account will be paid to the participant in the usual manner.
Except with respect to dividends on shares of common stock in a
participant's plan account, which are reinvested automatically, a participant
may elect to reinvest the dividends on all or part of the shares of common stock
registered in his name by designating his intentions on the authorization card.
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9. How may participants change investment options?
A participant may change his investment option at any time by signing a new
authorization card and returning it to the administrator. A change in investment
option will be effective on the dividend payment date if the authorization card
is received by the administrator no later than the fifth business day preceding
the related dividend record date. If the authorization card is received by the
administrator after the fifth business day preceding the related dividend record
date, the change will be effective on the dividend payment date for the
following quarter.
COSTS
10. Are there any expenses of participation in connection with purchases under
the plan?
There will be no brokerage commissions or service charges to participants
for purchases under the plan, regardless of whether such purchases are direct
from us or open market purchases. Furthermore, all costs of administration of
the plan are to be paid by us. See Question 20, "How does a participant
terminate participation in the plan?" and Question 21, "May a portion of a
participant's plan shares be sold?" for a discussion of payment by participants
of brokerage costs and transfer taxes associated with such termination of
participation and sale of shares under the plan.
If a participant's shares are registered in the name of a nominee or
broker, such nominee or broker may charge a commission or fee for both shares
purchased in the open market and original issue shares.
PURCHASES
11. How many shares of common stock will be purchased for each participant?
The number of shares to be purchased for a participant's account under the
plan will depend on the amount of a participant's dividends being reinvested,
the amount of any optional cash payments and the price of the shares of common
stock. Each participant's account will be credited with that number of shares,
including fractions computed to four decimal places, equal to the total amount
to be reinvested or invested through optional cash payments, divided by the
purchase price per share.
12. What will be the price of shares of common stock purchased under the plan?
The price of shares of common stock purchased under the plan as original
issue shares with reinvested cash dividends is 95% of the mean of the high and
low sales prices for such shares on the applicable investment date. The price of
shares of common stock purchased under the plan as original issue shares with
optional cash payments is 100% of the mean of the high and low sales prices for
such shares on the applicable investment date. For open market purchases, the
purchase price will be the average price paid by the administrator for all
purchases for a single cash dividend or optional cash payment.
Since purchase prices for the common stock are established on the
applicable investment date, a participant loses any advantages otherwise
available from being able to select the timing of investments. Participants
should recognize that neither we nor the administrator can assure a profit or
protect against a loss on shares of common stock purchased under the plan.
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13. What is the source of shares purchased under the plan?
It is anticipated that all of the shares under the plan will be issued out
of our authorized but unissued shares of common stock or out of treasury stock.
The plan, however, does provide the administrator the flexibility of using
dividends and optional cash payments to purchase shares of common stock on the
open market.
14. How are optional cash payments made?
Optional cash payments may be made at any time and in varying amounts of
not less than $100 per payment or more than $10,000 per month. A shareholder may
make an optional cash payment when enrolling in the plan by enclosing a check
(made payable to Equiserve Trust Company, N.A.) with the authorization card.
Thereafter, optional cash payments may be made through the use of optional cash
payment forms which will be sent to participants by the administrator.
Optional cash payments will be invested monthly, generally on the first
business day of each month or, if the common stock is not traded on such day,
the next trading day. However, only payments received no later than the fifth
business day preceding the related monthly investment date will be invested on
the related investment date. Optional cash payments received after the fifth
business day preceding the related monthly investment date will be invested on
the following monthly investment date. NO INTEREST WILL BE PAID ON OPTIONAL CASH
PAYMENTS. IT IS THEREFORE SUGGESTED THAT ANY OPTIONAL CASH PAYMENTS A
PARTICIPANT WISHES TO MAKE BE SENT SO AS TO REACH THE ADMINISTRATOR AS CLOSE AS
POSSIBLE TO THE 25TH DAY OF THE MONTH PRECEDING THE MONTHLY INVESTMENT DATE. The
same amount of money need not be sent each month, and there is no obligation to
make an optional cash payment each month.
A shareholder may participate through the investment of optional cash
payments without the necessity of reinvesting cash dividends by checking the
"Optional Cash Payments Only" box on the authorization card. However, even if
the "Optional Cash Payments Only" box is checked, all dividends payable on
shares purchased with optional cash payments and retained in the participant's
plan account will be reinvested automatically in additional shares of common
stock.
REPORTS TO PARTICIPANTS
15. What kind of reports will be sent to participants in the plan?
Shareholders who participate in the plan through the reinvestment of
dividends will be sent a quarterly statement of their accounts and shareholders
who participate through the investment of optional cash payments will be sent a
monthly statement for any months within which an optional cash payment is
invested. These statements of account will show any cash dividends and optional
cash payments received, the number of shares purchased, the purchase price for
the shares, the number of plan shares held for the participant by the
administrator, the number of enrolled shares registered in the name of the
participant, and an accumulation of the transactions for the calendar year to
date. Quarterly statements will be mailed as soon as practicable after each
dividend payment date, and monthly statements will be mailed on or about the
tenth day of each month. These statements are a participant's continuing record
of the cost of his purchases and should be retained for income tax purposes.
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In addition, each participant will receive the most recent prospectus
constituting the plan and copies of the same communications sent to every other
holder of shares of common stock, including our annual report, notice of annual
meeting and proxy statement and income tax information for reporting
distributions (including dividends) paid by us.
DIVIDENDS
16. How are dividends credited to participants' accounts under the plan?
On shares of common stock for which a participant has directed that
dividends be reinvested, cash dividends will automatically be credited to a
participant's account and reinvested in additional shares of common stock. Cash
dividends also will be automatically reinvested on all shares which have been
purchased under the plan and credited to a participant's account; provided,
however, that no dividends will be earned on such shares purchased under the
plan until the dividend payment for the first dividend record date which follows
the date of purchase of such shares. On shares of common stock for which a
participant has not directed that dividends be reinvested and on shares owned by
shareholders who are not participating in the plan, cash dividends, as declared,
will be received by them by check as usual.
Stock dividends or stock splits distributed by us on the shares purchased
for and credited to the account of a participant under the plan will be added to
the participant's account. Stock dividends or stock splits distributed on shares
owned and held outside the plan by a participant (including shares for which a
participant has directed that cash dividends be reinvested) will be mailed
directly to such participant.
17. Will participants be credited with dividends on fractions of shares?
Yes. Account balances will be computed to four decimal places and dividends
will be paid on the fractional shares.
18. Will certificates be issued for shares of common stock purchased under the
plan?
Unless requested by a participant, certificates for shares of common stock
purchased under the plan will not be issued. Shares will be held in the name of
the administrator or its nominees. The number of shares credited to a
participant's account under the plan will be shown on his statement of account.
This service protects against loss, theft or destruction of stock certificates.
Certificates for any number of whole shares credited to an account under
the plan will be issued upon the written request of a participant. The remaining
whole shares and fractions of shares, if any, will continue to be credited to
the participant's account. A request for issuance of plan shares, including
issuance of all of the shares in a participant's account, will not constitute a
termination of participation in the plan by the participant. Termination may be
effected only through the delivery to the administrator of a notice of
termination as outlined in Question 20, "How does a participant terminate
participation in the plan?"
Shares held by the administrator for the account of a participant may not
be pledged. A participant who wishes to pledge such shares must request that a
certificate for such shares be issued in his or her name.
Certificates for fractions of shares will not be issued under any
circumstances.
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19. In whose name will certificates be issued?
A participant's account under the plan will be maintained in the name in
which his shares of common stock were registered at the time he enrolled in the
plan. Consequently, if and when certificates for shares held under the plan are
issued, such certificates will be issued only in that name. Certificates will be
issued for whole shares only.
TERMINATION OF PARTICIPATION
20. How does a participant terminate participation in the plan?
A participant may terminate participation in the plan at any time by making
written notification to the administrator. A participant's notice of termination
takes effect when written notice is received by the administrator; provided,
however, if the notice of termination is received less than five business days
prior to the record date for a dividend payment date, the dividend will be
reinvested for that participant's account. The administrator may terminate a
participant's account by mailing a written notice of termination to the
participant 30 days prior to such termination. the account then will be
terminated and all subsequent dividends will be paid to the participant. When a
participant terminates participation in the plan, or upon termination of such
participation by the administrator, certificates for whole shares credited to a
participant's account under the plan will be issued to him and a cash payment
will be made for any fractional share. However, in the participant's notice of
termination of participation in the plan, the participant may, if he desires,
direct that all of the shares credited to his account in the plan, whether whole
or fractional, be sold. such sales will be made at market. Any brokerage fees
and transfer taxes in connection with effecting such sales will be paid by the
withdrawing participant. The proceeds of the sale, net of such expenses, will be
sent to the participant.
Former participants may become participants in the plan again at any time
by signing a new authorization card and returning it to the administrator.
SALES OF PLAN SHARES
21. May a portion of a participant's plan shares be sold?
A participant may sell all or part of shares of common stock held in the
plan in either of two ways. First, the participant may request certificates for
full shares and arrange for the sale of these shares through a securities broker
of the participant's choice. Alternatively, within 10 business days after
receipt of written instructions, the administrator will sell any portion or all
of the shares held by the administrator for the participant. These shares will
be sold through independent securities brokers selected by the administrator in
its sole discretion. The participant will be charged a commission, transfer and
other taxes and other transaction expenses, which amounts will be deducted from
the cash proceeds paid to the participant. Shares being sold for the participant
may be aggregated with those of other plan participants who have requested
sales. In that case, the participant will receive proceeds based on the average
sales price of all shares sold, less a pro rata share of brokerage commissions,
transfer and other taxes and other transaction expenses. A check representing
the proceeds of the sale of shares will be forwarded to the participant as soon
as practicable after settlement of the sale.
10
<PAGE> 14
TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN
22. What are the federal income tax consequences of participation in the plan?
Under the current provisions of the Internal Revenue Code of 1986, as
amended, the purchase of shares of common stock under the plan will generally
result in the following federal income tax consequences:
(a) A dividend on shares of common stock will be treated for federal income tax
purposes as a dividend received by the participant notwithstanding that it
is used to purchase additional common stock pursuant to the plan. The full
amount of cash dividends reinvested under the plan plus the 5% purchase
discount on original issue shares will represent dividend income to a
participant. In addition, the amount of any brokerage commissions,
mark-ups, and other fees or expenses incurred by us on behalf of a
participant whose dividends are reinvested to purchase shares on the open
market will constitute a dividend to such participant for federal income
tax purposes.
(b) Dividends paid to corporate shareholders, including amounts taxable as
dividends to corporate participants under (a) above, will not be eligible
for the corporate dividends-received deduction under the Internal Revenue
Code.
(c) A participant's tax basis in additional shares of common stock acquired
under the plan with reinvested dividends will be equal to the amount
treated as a dividend for federal income tax purposes. The participant's
holding period for such shares of common stock will commence on the day
after the investment date.
(d) A participant will not realize any taxable income upon the receipt of a
certificate for full shares credited to the participant's account. A
participant will recognize gain or loss when a fractional share interest is
liquidated or when the participant sells or exchanges shares received from
the plan. Such gain or loss will equal the difference between the amount
which the participant receives for such fractional share interest or such
shares and the tax basis therefor.
In the case of participants whose dividends are subject to withholding of
federal income tax, dividends will be reinvested less the amount of tax required
to be withheld.
The above is intended only as a general discussion of the current federal
income tax consequences of participation in the plan. Participants should
consult their own tax advisers regarding the federal and state income tax
consequences (including the effects of any changes in the law) of their
individual participation in the plan.
OTHER INFORMATION
23. What happens if we issue a stock dividend or declare a stock split?
Any stock dividends or stock splits distributed by us on the shares
purchased for and credited to the account of a participant under the plan will
be added to the participant's account. Stock dividends or stock splits
distributed on shares owned and held outside the plan by a participant
(including shares for which a participant has directed that cash dividends be
reinvested) will be mailed directly to such participant in the same manner as to
shareholders who are not participating in the plan.
In the event we make available to shareholders rights to purchase
additional shares of common stock or other securities, such rights will be made
available to participants based on the number of shares (including fractional
share interests to the extent practicable)
11
<PAGE> 15
held in their plan accounts on the record date established for determining
shareholders who are entitled to such rights.
24. How will a participant's shares be voted at meetings of shareholders?
The administrator will forward, as soon as practicable, any proxy
solicitation materials to the participant. The administrator will vote any full
and/or fractional shares of common stock that it holds for the participant's
account in accordance with the participant's directions. If a participant does
not return a signed proxy to the administrator, the administrator will not vote
such shares.
25. What is our responsibility under the plan?
Neither we nor the administrator will be liable for any act done in good
faith or for any good faith omission to act, including, without limitation, any
claims of liability arising out of failure to terminate a participant's account
upon such participant's death or adjudicated incompetency prior to the receipt
of notice in writing of such death or adjudicated incompetency, the prices at
which shares are purchased for the participant's account, the times when
purchases are made of fluctuations in the market value of the common stock.
Neither we nor the administrator have any duties, responsibilities or
liabilities except those expressly set forth in the plan.
THE PARTICIPANT SHOULD RECOGNIZE THAT WE CANNOT ASSURE A PROFIT OR PROTECT
AGAINST A LOSS ON THE SHARES PURCHASED BY A PARTICIPANT UNDER THE PLAN.
26. May the plan be changed or discontinued?
While the plan is intended to continue indefinitely, we reserve the right
to suspend or terminate the plan at any time. We also reserve the right to make
modifications to the plan. Notice of any suspension, termination or modification
will be sent to all participants.
We intend to use our best efforts to maintain the effectiveness of the
Registration Statement filed with the SEC covering the offer and sale of common
stock under the plan. However, we have no obligation to offer, issue or sell
common stock to participants under the plan if, at the time of the offer,
issuance or sale, the Registration Statement is for any reason not effective.
Also, we may elect not to offer or sell common stock under the plan to
participants residing in any jurisdiction or foreign country where, in our
judgment, the burden or expense of compliance with applicable blue sky or
securities laws makes such offer or sale there impracticable or inadvisable. In
any of these circumstances, dividends, if, as and when declared, will be paid in
the usual manner to the shareholders and any optional cash payments received
from such shareholder will be returned to him.
USE OF PROCEEDS
The net proceeds from the sale of original issue shares of common stock
issued under the plan will be used to increase working capital and for other
general purposes. We have no basis for estimating either the number of shares of
common stock that ultimately will be sold pursuant to the plan or prices at
which such shares will be sold.
We will not receive any funds under the plan from the purchase of shares of
common stock in the open market by the administrator.
12
<PAGE> 16
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K of Post Properties, Inc. and Post
Apartment Homes, L.P. for the year ended December 31, 1999 have been so
incorporated in reliance on the reports of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
LEGAL MATTERS
The validity of the issuance of the shares of common stock offered pursuant
to this prospectus will be passed upon for Post Properties by King & Spalding,
Atlanta, Georgia. Herschel M. Bloom, a partner of King & Spalding, is a director
of Post Properties.
13
<PAGE> 17
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses in connection with the
issuance and distribution of the securities, other than underwriting discounts
and commissions. All of the amounts shown are estimated except the Securities
and Exchange Commission registration fee.
<TABLE>
<S> <C>
SEC registration fee........................................ $16,830
Printing and engraving expenses............................. 20,000
Legal fees and expenses..................................... 10,000
Miscellaneous............................................... 3,170
-------
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" or "officer" means an individual who is or was a director or
officer, respectively, of a corporation or who, while a director or officer of
the corporation, is or was serving at the corporation's request as a director,
officer, partner, trustee, employee, or agent of another domestic or foreign
corporation, partnership, joint venture, trust, employee benefit plan, or other
entity. A director or officer is considered to be serving an employee benefit
plan at the corporation's request if his or her duties to the corporation also
impose duties on, or otherwise involve services by, the director or officer to
the plan or to participants in or beneficiaries of the plan. Director or officer
includes, unless the context otherwise requires, the estate or personal
representative of a director or officer.
(3) "Disinterested director" means a director who at the time of a vote
referred to in subsection (c) of Code Section 14-2-853 or a vote or selection
referred to in subsection (b) or (c) of Code Section 14-2-855 or subsection (a)
of Code Section 14-2-856 is not:
(A) A party to the proceeding; or
(B) An individual who is a party to a proceeding having a familial,
financial, professional, or employment relationship with the director whose
indemnification or advance for expenses is the subject of the decision
being made with respect to the proceeding, which relationship would, in the
circumstances, reasonably be expected to exert an influence on the
director's judgment when voting on the decision being made.
(4) "Expenses" include counsel fees.
II-1
<PAGE> 18
(5) "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.
(6) "Official capacity" means:
(A) When used with respect to a director, the office of director in a
corporation; and
(B) When used with respect to an officer, as contemplated in Code
Section 14-2-857, the office in a corporation held by the officer.
Official capacity does not include service for any other domestic or
foreign corporation or any partnership, joint venture, trust, employee benefit
plan, or other entity.
(7) "Party" means an individual who was, is, or is threatened to be made a
named defendant or respondent in a proceeding.
(8) "Proceeding" means any threatened, pending, or completed action, suit,
or proceeding, whether civil, criminal, administrative, arbitrative, or
investigative and whether formal or informal.
14-2-851. AUTHORITY TO INDEMNIFY.
(a) Except as otherwise provided in this code section, a corporation may
indemnify an individual who is a party to a proceeding because he or she is or
was a director against liability incurred in the proceeding if:
(1) Such individual conducted himself or herself in good faith; and
(2) Such individual reasonably believed:
(A) In the case of conduct in his or her official capacity, that
such conduct was in the best interests of the corporation;
(B) In all other cases, that such conduct was at least not opposed
to the best interests of the corporation; and
(C) In the case of any criminal proceeding, that the individual had
no reasonable cause to believe such conduct was unlawful.
(b) A director's conduct with respect to an employee benefit plan for a
purpose he or she 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 subparagraph (a)(2)(B) 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
described in 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, except for reasonable expenses incurred in connection with the
proceeding if it is determined that the director has met the relevant
standard of conduct under this Code section; or
II-2
<PAGE> 19
(2) In connection with any proceeding with respect to conduct for
which he was adjudged liable on the basis that personal benefit was
improperly received by him, whether or not involving action in his official
capacity.
14-2-852. MANDATORY INDEMNIFICATION.
A corporation shall indemnify a director who was wholly successful, on the
merits or otherwise, in the defense of any proceeding to which he or she was a
party because he or she was a director of the corporation against reasonable
expenses incurred by the director in connection with the proceeding.
14-2-853. ADVANCE FOR EXPENSES.
(a) A corporation may, before final disposition of a proceeding, advance
funds to pay for or reimburse the reasonable expenses incurred by a director who
is a party to a proceeding because he or she is a director if he or she delivers
to the corporation:
(1) A written affirmation of his or her good faith belief that he or
she has met the relevant standard of conduct described in Code Section
14-2-851 or that the proceeding involves conduct for which liability has
been eliminated under a provision of the articles of incorporation as
authorized by paragraph (4) of subsection (b) of Code Section 14-2-202; and
(2) His or her written undertaking to repay any funds advanced if it
is ultimately determined that the director 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 the financial ability of
the director to make repayment.
(c) Authorizations under this Code section shall be made:
(1) By the board of directors:
(A) When there are two or more disinterested directors, by a
majority vote of all the disinterested directors (a majority of whom
shall for such purpose constitute a quorum) or by a majority of the
members of a committee of two or more disinterested directors appointed
by such a vote; or
(B) When there are fewer than two disinterested directors, by the
vote necessary for action by the board in accordance with subsection (c)
of Code Section 14-2-824, in which authorization directors who do not
qualify as disinterested directors may participate; or
(2) By the shareholders, but shares owned or voted under the control
of a director who at the time does not qualify as a disinterested director
with respect to the proceeding may not be voted on the authorization.
II-3
<PAGE> 20
14-2-854. COURT-ORDERED INDEMNIFICATION AND ADVANCES FOR EXPENSES.
(a) A director who is a party to a proceeding because he or she is a
director may apply for indemnification or advance for expenses to the court
conducting the proceeding or to another court of competent jurisdiction. After
receipt of an application and after giving any notice it considers necessary,
the court shall:
(1) Order indemnification or advance for expenses if it determines
that the director is entitled to indemnification under this part; or
(2) Order indemnification or advance for expenses if it determines, in
view of all the relevant circumstances, that it is fair and reasonable to
indemnify the director or to advance expenses to the director, even if the
director has not met the relevant standard of conduct set forth in
subsections (a) and (b) of Code Section 14-2-851, failed to comply with
Code Section 14-2-853, or was adjudged liable in a proceeding referred to
in paragraph (1) or (2) of subsection (d) of Code Section 14-2-851, but if
the director was adjudged so liable, the indemnification shall be limited
to reasonable expenses incurred in connection with the proceeding.
(b) If the court determines that the director is entitled to
indemnification or advance for expenses under this part, it may also order the
corporation to pay the director's reasonable expenses to obtain court-ordered
indemnification or advance for expenses.
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 for a specific
proceeding that indemnification of the director is permissible in the
circumstances because he or she has met the relevant standard of conduct set
forth in Code Section 14-2-851.
(b) The determination shall be made:
(1) If there are two or more disinterested directors, by the board of
directors by a majority vote of all the disinterested directors (a majority
of whom shall for such purpose constitute a quorum) or by a majority of the
members of a committee of two or more disinterested directors appointed by
such a vote;
(2) By special legal counsel:
(A) Selected in the manner prescribed in paragraph (1) of this
subsection; or
(B) If there are fewer than two disinterested directors, selected
by the board of directors (in which selection directors who do not
qualify as disinterested directors may participate); or
(3) By the shareholders, but shares owned by or voted under the
control of a director who at the time does not qualify as a disinterested
director may not be voted on the determination.
(c) Authorization of indemnification or an obligation to indemnify and
evaluation as to reasonableness of expenses shall be made in the same manner as
the determination that indemnification is permissible, except that if there are
fewer than two disinterested directors or if the determination is made by
special legal counsel, authorization of
II-4
<PAGE> 21
indemnification and evaluation as to reasonableness of expenses shall be made by
those entitled under subparagraph (b)(2)(B) of this Code section to select
special legal 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, but shares owned or voted under the control of a director
who at the time does not qualify as a disinterested director with respect to any
existing or threatened proceeding that would be covered by the authorization may
not be voted on the authorization.
(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 the director's 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 or she 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 or her good faith belief that his or her 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 or her behalf, to repay any advances if it is
ultimately determined that the director is not entitled to indemnification
under this Code section.
14-2-857. INDEMNIFICATION OF OFFICERS, EMPLOYEES, AND AGENTS.
(a) A corporation may indemnify and advance expenses under this part to an
officer of the corporation who is a party to a proceeding because he or she is
an officer of the corporation:
(1) To the same extent as a director; and
(2) If he or she is not a director, to such further extent as may be
provided by the articles of incorporation, the bylaws, a resolution of the
board of directors, or contract except for liability arising out of conduct
that constitutes:
(A) Appropriation, in violation of his or her duties, of any
business opportunity of the corporation;
II-5
<PAGE> 22
(B) Acts or omissions which involve intentional misconduct, or a
knowing violation of law;
(C) The types of liability set forth in Code Section 14-2-832; or
(D) Receipt of an improper personal benefit.
(b) The provisions of paragraph (2) of subsection (a) of this Code section
shall apply to an officer who is also a director if the sole basis on which he
or she is made a party to the proceeding is an act or omission solely as an
officer.
(c) An officer of the corporation who is not a director is entitled to
mandatory indemnification under Code Section 14-2-852, and may apply to a court
under Code Section 14-2-854 for indemnification or advances for expenses, in
each case to the same extent to which a director may be entitled to
indemnification or advances for expenses under those provisions.
(d) A corporation may also indemnify and advance expenses to an 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 a director, officer, employee, or agent of the corporation or
who, while a director, officer, employee, or agent of the corporation, serves at
the corporation's request as a director, officer, partner, trustee, employee, or
agent of another domestic or foreign corporation, partnership, joint venture,
trust, employee benefit plan, or other entity against liability asserted against
or incurred by him or her in that capacity or arising from his or her status as
a director, officer, employee, or agent, whether or not the corporation would
have power to indemnify or advance expenses to him or her against the same
liability under this part.
14-2-859. APPLICATION OF PART.
(a) A corporation may, by a provision in its articles of incorporation or
bylaws or in a resolution adopted or a contract approved by its board of
directors or shareholders, obligate itself in advance of the act or omission
giving rise to a proceeding to provide indemnification or advance funds to pay
for or reimburse expenses consistent with this part. Any such obligatory
provision shall be deemed to satisfy the requirements for authorization referred
to in subsection (c) of Code Section 14-2-853 or subsection (c) of Code Section
14-2-855. Any such provision that obligates the corporation to provide
indemnification to the fullest extent permitted by law shall be deemed to
obligate the corporation to advance funds to pay for or reimburse expenses in
accordance with Code Section 14-2-853 to the fullest extent permitted by law,
unless the provision specifically provides otherwise.
(b) Any provision pursuant to subsection (a) of this Code section shall not
obligate the corporation to indemnify or advance expenses to a director of a
predecessor of the corporation, pertaining to conduct with respect to the
predecessor, unless otherwise specifically provided. Any provision for
indemnification or advance for expenses in the articles of incorporation,
bylaws, or a resolution of the board of directors or shareholders, partners, or,
in the case of limited liability companies, members or managers of a predecessor
of the corporation or other entity in a merger or in a contract to which the
II-6
<PAGE> 23
predecessor is a party, existing at the time the merger takes effect, shall be
governed by paragraph (3) of subsection (a) of Code Section 14-2-1106.
(c) A corporation may, by a provision in its articles of incorporation,
limit any of the rights to indemnification or advance for expenses created by or
pursuant to this part.
(d) This part does not limit a corporation's power to pay or reimburse
expenses incurred by a director or an officer in connection with his or her
appearance as a witness in a proceeding at a time when he or she is not a party.
(e) Except as expressly provided in Code Section 14-2-857, this part does
not limit a corporation's power to indemnify, advance expenses to, or provide or
maintain insurance on behalf of an employee or agent.
ARTICLES OF INCORPORATION
As permitted by the Georgia Business Corporation Code, Post's Articles of
Incorporation provide that a director shall not be personally liable to Post 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 Post, (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 Articles of Incorporation of Post 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 Post shall be eliminated or limited to the
fullest extent permitted by the Georgia Business Corporation Code, as amended.
Under Article IV of Post's Bylaws and certain agreements entered into by
Post, Post 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 such person is or
was a director or officer against liability (as defined in the Georgia Business
Corporation Code), incurred in the proceeding, if such person acted in a manner
such person believed in good faith to be in or not opposed to the best interests
of Post and, in the case of any criminal proceeding, such person had no
reasonable cause to believe such person's conduct was unlawful. Post 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 Post a written affirmation of such person's
good faith belief that such person has met the standard of conduct set
forth above; and
(b) Such person furnishes Post a written undertaking, executed
personally on such person's behalf to repay any advances if it is
ultimately determined that such person 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 Post's Bylaws are
II-7
<PAGE> 24
not exclusive of any other right which any person may have under any statute,
provision of Post's Articles of Incorporation, provision of Post's Bylaws,
agreement, vote of shareholders or disinterested directors or otherwise.
The Partnership Agreement of Post Apartment Homes also provides for
indemnification of Post and its officers and directors to the same extent
indemnification is provided to officers and directors of Post in its Articles of
Incorporation, and limits the liability of Post and its officers and directors
to Post Apartment Homes and its partners to the same extent liability of
officers and directors of Post to Post and its shareholders is limited under
Post's Articles of Incorporation.
Post's directors and officers are insured against damages from actions and
claims incurred in the course of their duties, and Post is insured against
expenses incurred in defending lawsuits arising from certain alleged acts of its
directors and officers.
ITEM 16. EXHIBITS
The following Exhibits are filed as part of this Registration Statement:
<TABLE>
<CAPTION>
EXHIBITS
NO. DESCRIPTION
-------- -----------
<C> <C> <S>
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 PricewaterhouseCoopers LLP
24.1 -- Power of Attorney (included on page II-9)
</TABLE>
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 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.
II-8
<PAGE> 25
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 and the State of Georgia, on the 28th day of
August, 2000.
POST PROPERTIES, INC.
By: /s/ JEFFREY A. HARRIS
-----------------------------------
Jeffrey A. Harris
President
We, the undersigned directors and officers of Post Properties, Inc. do
hereby constitute and appoint John T. Glover, Jeffrey A. Harris, Sherry W. Cohen
and R. Gregory Fox, and each and any of them, our true and lawful
attorneys-in-fact and agents, to do any and all acts and things in our names and
on our behalf in our capacities as directors and officers and to execute any and
all instruments for us and in our name in the capacities indicated below, which
said attorneys and agents, or any of them, may deem necessary or advisable to
enable said corporation to comply with the Securities Act of 1933 and any rules,
regulations and requirements of the Securities and Exchange Commission, in
connection with this registration statement, including specifically, but without
limitation, power and authority to sign for us or any of us in our names in the
capacities indicated below, any and all amendments (including post-effective
amendments) hereto; and we do hereby ratify and confirm all that said attorneys
and agents, or any of them, shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the 28th day of August, 2000 by the
following persons in the capacities indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ JOHN A. WILLIAMS Chairman of the Board and Chief
--------------------------------------------------- Executive Officer (Principal
John A. Williams Executive Officer)
/s/ JOHN T. GLOVER Vice Chairman and Director
---------------------------------------------------
John T. Glover
/s/ R. GREGORY FOX Executive Vice President (Principal
--------------------------------------------------- Accounting Officer)
R. Gregory Fox
/s/ ROBERT ANDERSON Director
---------------------------------------------------
Robert Anderson
/s/ ARTHUR M. BLANK Director
---------------------------------------------------
Arthur M. Blank
</TABLE>
II-9
<PAGE> 26
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ HERSCHEL M. BLOOM Director
---------------------------------------------------
Herschel M. Bloom
/s/ RUSSELL R. FRENCH Director
---------------------------------------------------
Russell R. French
/s/ CHARLES E. RICE Director
---------------------------------------------------
Charles E. Rice
/s/ RONALD DE WAAL Director
---------------------------------------------------
Ronald de Waal
</TABLE>
II-10
