-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LoZ2nFeo1dOKEcuacH5B1m56Ty9V2M9g4cX6iLh1fKwl7cfTgN7pbeGliU54TkSB gOvyTeEP97c5frNOkTch0Q== 0000950144-98-002248.txt : 19980304 0000950144-98-002248.hdr.sgml : 19980304 ACCESSION NUMBER: 0000950144-98-002248 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980226 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980303 SROS: NYSE SROS: PHLX FILER: COMPANY DATA: COMPANY CONFORMED NAME: POST PROPERTIES INC CENTRAL INDEX KEY: 0000903127 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 581550675 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 001-12080 FILM NUMBER: 98556721 BUSINESS ADDRESS: STREET 1: 3350 CUMBERLAND CIRCLE NW STREET 2: STE 2200 CITY: ATLANTA STATE: GA ZIP: 30339 BUSINESS PHONE: 4048504400 MAIL ADDRESS: STREET 1: 3530 CUMBERLAND CIRCLE STREET 2: SUITE 2200 CITY: ATLANTA STATE: GA ZIP: 30339 8-K/A 1 POST PROPERTIES 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------------------------- 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. ----------------------------------------------------------- (Exact name of registrant as specified in its charter) Georgia 1-12080 58-1550675 - ---------------------------------- --------------------------- ---------------------------------- (State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.) incorporation)
3350 Cumberland Circle, Atlanta, Georgia 30339 - ------------------------------------------------- ------------- (Address of principal executive offices) (Zip Code) (770) 850-4400 ----------------------- (Registrant's telephone number, including area code) The Exhibit Index is at page 4. 2 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.
Exhibit No. Description - ----------- ----------- 5 -- Opinion of King & Spalding regarding validity of the Shares 23 -- Consent of King & Spalding (included in Exhibit 5)
-2- 3 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 ------------------ John T. Glover President -3- 4 EXHIBIT INDEX
Exhibit No. Description Page - ----------- ----------- ---- 5 -- Opinion of King & Spalding regarding validity of the Shares 23 -- Consent of King & Spalding (included in Exhibit 5)
-4-
EX-5 2 OPINION OF KING & SPALDING 1 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. 2 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
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