-----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, IQ3WEQrHQxfp8emXsQj9TwMKQH1lNnY0tz7wld/FdmmxcO3GBIXaMrwltMqX8TVH V4YqgmC/hY1fr9JLKGbwLg== /in/edgar/work/20000614/0000950144-00-007835/0000950144-00-007835.txt : 20000919 0000950144-00-007835.hdr.sgml : 20000919 ACCESSION NUMBER: 0000950144-00-007835 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000613 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000614 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POST PROPERTIES INC CENTRAL INDEX KEY: 0000903127 STANDARD INDUSTRIAL CLASSIFICATION: [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: 655264 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POST APARTMENT HOMES LP CENTRAL INDEX KEY: 0001012271 STANDARD INDUSTRIAL CLASSIFICATION: [6513 ] IRS NUMBER: 582053632 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-28226 FILM NUMBER: 655265 BUSINESS ADDRESS: STREET 1: ONE RIVERSIDE 4401 NORTHSIDE PARKWAY STREET 2: SUITE 800 CITY: ATLANTA STATE: GA ZIP: 30327 BUSINESS PHONE: 7708504400 MAIL ADDRESS: STREET 1: ONE RIVERSIDE 4401 NORTHSIDE PARKWAY STREET 2: SUITE 800 CITY: ATLANTA STATE: GA ZIP: 30327 8-K 1 0001.txt POST PROPERTIES, INC. / POST APARTMENT HOMES, L.P. 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): June 13, 2000 ------------- Post Properties, Inc. Post Apartment Homes, L.P. -------------------------- (Exact name of registrant as specified in its charter) Georgia Georgia ------- (State or other jurisdiction of incorporation) 1-12080 0-28226 ------- (Commission File Number) 58-1550675 58-2053632 ---------- (IRS Employer Identification Number) 4401 Northside Parkway, Suite 800, Atlanta, Georgia 30327 --------------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code (404) 846-5000 -------------- Not Applicable -------------- (Former Name or Former Address, if Changed Since Last Report) 2 Item 5. Other Events Post Properties, Inc. and Post Apartment Homes, L.P. are filing this Current Report on Form 8-K to file with the Securities and Exchange Commission certain items that are to be incorporated by reference in their Registration Statement on Form S-3 (Registration No. 333-36595). Item 7. Financial Statements and Exhibits. (c) Exhibits. 10.1 Terms Agreement dated as of June 13, 2000 among Post Apartment Homes, L.P., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bear, Stearns & Co. Inc., Deutsche Bank Securities Inc. and Jackson Securities, Inc. 12.1 Statement Regarding Computation of Earnings to Fixed Charges 3 SIGNATURES 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 hereunto duly authorized. Dated: June 13, 2000. POST PROPERTIES, INC. By: /s/ R. Gregory Fox ----------------------------------------- R. Gregory Fox Executive Vice President Chief Accounting Officer -3- 4 SIGNATURES 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 hereunto duly authorized. Dated: June 13, 2000. POST APARTMENT HOMES, L.P. By: POST GP HOLDINGS, INC., as General Partner By: /s/ R. Gregory Fox -------------------------------- R. Gregory Fox Executive Vice President Chief Accounting Officer -4- 5 EXHIBIT INDEX
Exhibit Number and Description - ------------------------------ 10.1 Terms Agreement dated June 13, 2000 among Post Apartment Homes, L.P., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bear, Stearns & Co. Inc., Deutsche Bank Securities Inc. and Jackson Securities, Inc. 12.1 Statement Regarding Computation of Earnings to Fixed Charges
-5- EX-10.1 2 0002.txt TERMS AGREEMENT 1 EXHIBIT 10.1 POST APARTMENT HOMES, L.P. (a Georgia limited partnership) $150,000,000 8 1/8% Notes due 2005 TERMS AGREEMENT Dated: June 13, 2000 To: Post Apartment Homes, L.P. 4401 Northside Parkway Suite 800 Atlanta, Georgia 30327 Ladies and Gentlemen: We understand that Post Apartment Homes, L.P., a Georgia limited partnership (the "Operating Partnership"), proposes to issue and sell $150,000,000 aggregate principal amount of its Notes (the "Notes") due June 15, 2005 (the "Underwritten Securities") which are part of the series of Medium-Term Notes Due Nine Months or More From Date of Issue of the Operating Partnership. Subject to the terms and conditions set forth or incorporated by reference in this agreement (the "Terms Agreement"), the underwriters named below (the "Underwriters") offer to purchase, severally and not jointly, the principal amount of Underwritten Securities set forth below at 99.243% of the principal amount thereof together with accrued interest thereon, if any, from June 16, 2000.
Principal Amount of Underwriters Underwritten Securities ------------ ----------------------- Merrill Lynch, Pierce, Fenner & Smith Incorporated ................. $105,000,000 Bear, Stearns & Co. Inc. .................... $ 18,750,000 Deutsche Bank Securities, Inc. .............. $ 18,750,000 Jackson Securities, Inc. .................... $ 7,500,000 ------------ Total ........................ $150,000,000 ============
2 The Underwritten Securities shall have the terms included in the Prospectus Supplement dated October 31, 1997 and the Prospectus dated October 20, 1997 of the Operating Partnership and the following terms: Principal Amount to be Issued: $150,000,000 Current Ratings: Baa1 by Moody's Investors Services, Inc. BBB+ by Standard & Poor's Ratings Services Form: Registered book-entry form Initial Price to Public: 99.843% ($149,764,500). Purchase Price: 99.243% ($148,864,500), plus accrued interest, if any, from June 16, 2000. Settlement Date and Place: June 16, 2000 at the offices of Hogan & Hartson L.L.P., 555 13th Street, N.W., Washington, D.C. 20004 for the delivery of documents in accordance with DTC procedures for medium-term notes; delivery of funds on June 16, 2000 in accordance with DTC procedures for medium-term notes Stated Maturity Date: June 15, 2005 Interest Payable: June 15 and December 15 of each year (each, an "Interest Payment Date") commencing on December 15, 2000. Redemption Provision: None Repayment Provision: None Specified Currency: U.S. Dollars Authorized Denominations: $1,000 and integral multiples thereof Standoff Term: Between date hereof and settlement date
All the provisions contained in the Distribution Agreement, dated October 20, 1997 (the "Distribution Agreement"), among the Operating Partnership and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Lehman Brothers Inc. and J.P. Morgan Securities, Inc., attached hereto as Annex A, are hereby incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. The Operating Partnership agrees that, with respect to the Notes, each of the Underwriters shall be entitled to the benefit of the representations and warranties, agreements and indemnities (including contribution) by the Operating Partnership in favor of the Agents set forth in the Distribution Agreement to the same extent as if each of the Underwriters were a named Agent thereunder. The Underwriters agree that, with respect to the Notes, each of the Underwriters shall be bound by the obligations of the Agents set forth in -2- 3 the Distribution Agreement to the same extent as if each of the Underwriters were a named Agent thereunder. The Operating Partnership further agrees that the indemnification obligations of the Underwriters and Agents pursuant to Section 9(b) of the Distribution Agreement shall be several and not joint. Terms defined in the Distribution Agreement are used herein as therein defined. Bear Stearns & Co. Inc., Deutsche Bank Securities Inc. and Jackson Securities, Inc. hereby agree that they do not require, and are not entitled to, delivery by the Operating Partnership of any legal opinions of counsel, accountant's letter or officers' certificate or other documents other than those delivered to them on the Settlement Date in connection with the Notes pursuant to Sections 8(b), 8(c) and 8(d) of the Distribution Agreement. The following documents will be required on the Settlement Date (as defined above): 1. Officers' Certificate pursuant to Section 8(b) of the Distribution Agreement. 2. Legal opinion pursuant to Section 8(c) of the Distribution Agreement, modified to relate to the issuance of the Notes; provided, that such legal opinion shall be modified further to include the following additional opinion: "The Terms Agreement has been duly and validly authorized, executed and delivered by the Operating Partnership and the Operating Partnership has the power and authority to perform its obligations thereunder." 3. Comfort letter pursuant to Section 8(d) of the Distribution Agreement. -3- 4 Please accept this offer no later than 3:00 p.m. (New York City time) on June 13, 2000, by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/ Scott G. Primrose --------------------------------------- Name: Scott G. Primrose Title: Managing Director BEAR, STEARNS & CO. INC. By: /s/ Timothy A. O'Neill --------------------------------------- Name: Timothy A. O'Neill Title: Senior Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/ R. Scott Flieger --------------------------------------- Name: R. Scott Flieger Title: Managing Director By: /s/ Daniel Benton --------------------------------------- Name: Daniel Benton Title: Managing Director JACKSON SECURITIES, INC. By: /s/ Reuben R. McDaniel, III --------------------------------------- Name: Reuben R. McDaniel, III Title: President/CEO Accepted: POST APARTMENT HOMES, L.P. By: Post GP Holdings, Inc., its general partner By: /s/ Jeffrey A. Harris ---------------------------------------------- Name: Jeffrey A. Harris Title: President and Chief Operating Officer -4- EX-12.1 3 0003.txt STATEMENT RE: COMPUTATION OF EARNINGS TO F.C. 1 EXHIBIT 12.1 POST PROPERTIES, INC. (1) COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
Year Ended December 31, Quarter Ended ----------------------------------------------------------------------- March 31, 2000 1999 1998 1997 1996 1995 -------------- ---------- ---------- ---------- ---------- ---------- Pre-tax income (loss) from continuing operations $ 27,933 $ 104,975 (2) $ 88,950 $ 54,947 (2) $ 43,469 (2) $ 29,988(2) Minority interest in the income of subsidiary with fixed charges 3,320 12,598 11,511 11,131 9,984 8,429 ------------- ---------- ---------- ---------- ---------- ---------- 31,253 117,573 100,461 66,078 53,453 38,417 ------------- ---------- ---------- ---------- ---------- ---------- Fixed Charges: Interest incurred and amortization of debt discount and premium on all indebtedness 16,653 56,105 48,189 35,205 27,916 29,714 Rentals - 33.34% (3) 300 2,385 2,220 1,686 939 405 ------------- ---------- ---------- ---------- ---------- ---------- Total fixed charges 16,953 58,490 50,409 36,891 28,855 30,119 ------------- ---------- ---------- ---------- ---------- ---------- Earnings before income taxes, minority interest and fixed charges 48,206 176,063 150,870 102,969 82,308 68,536 Adjustment for capitalized interest (5,567) (21,417) (15,707) (9,567) (4,443) (5,653) ------------- ---------- ---------- ---------- ---------- ---------- Total earnings $ 42,639 $ 154,646 $ 135,163 $ 93,402 $ 77,865 $ 62,883 ============= ========== ========== ========== ========== ========== Ratio of Earnings to Fixed Charges 2.5 2.6 2.7 2.5 2.7 2.1 ============= ========== ========== ========== ========== ==========
(1) The ratio of earnings to fixed changes is the same for Post Apartment Homes, L.P. (2) Included in the pre-tax income from continuing operations for 1999, 1997, 1996 and 1995 was a non-recurring (loss)/gain of ($1,522), $3,270, $854 and $1,746, respectively, relating to the sale of real estate assets as disclosed in the Company's consolidated financial statements. If such sales had not occurred, the ratio of earnings to fixed charges would have been 2.7, 2.4, 2.7 and 2.0 for 1999, 1997, 1996 and 1995, respectively. (3) The interest factor of rental expense is calculated as one-third of rental expense for all leases except for two leases for which the interest factor is calculated as 100% of rental expense. The Company believes these represent appropriate interest factors. -----END PRIVACY-ENHANCED MESSAGE-----