-----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, AavKRfo3yseSzo1+t1WS9vbhMTcF0VF71MxukbyHGP5KYaBqCMOdV2ajETRRCTbf 095kNLDNVa0RwIVGchEVwg== 0000950144-98-011901.txt : 19981103 0000950144-98-011901.hdr.sgml : 19981103 ACCESSION NUMBER: 0000950144-98-011901 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981029 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981102 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 SEC ACT: SEC FILE NUMBER: 001-12080 FILM NUMBER: 98736457 BUSINESS ADDRESS: STREET 1: ONE RIVERSIDE STREET 2: SUITE 800 CITY: ATLANTA STATE: GA ZIP: 30327 BUSINESS PHONE: 4048465000 MAIL ADDRESS: STREET 1: ONE RIVERSIDE STREET 2: SUITE 800 CITY: ATLANTA STATE: GA ZIP: 30327 8-K 1 POST PROPERTIES, INC. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------------------------- 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. ---------------------------------------------------- (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)
One Riverside, 4401 Northside Parkway, Suite 800, 30327- Atlanta, Georgia 3057 - ------------------------------------------------- ------------------ (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 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.
Exhibit No. Description 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)
-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: November 2, 1998 By: /s/ R. Byron Carlock ----------------------------------- R. Byron Carlock, Jr. Executive Vice President and Chief Investment Officer -3- 4 EXHIBIT INDEX
Exhibit No. Description Page - ----------- ----------- ---- 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)
-4- EX-5 2 OPINION OF KING & SPALDING RE: VALIDITY OF SHARES 1 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; 2 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 EX-8 3 OPINION OF KING & SPALDING RE: CERTAIN TAX MATTERS 1 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, 2 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 -----END PRIVACY-ENHANCED MESSAGE-----