POST PROPERTIES, INC./ POST APARTMENT HOMES, L.P.

0000950144-08-000359.txt : 20080124 0000950144-08-000359.hdr.sgml : 20080124 20080123184018 ACCESSION NUMBER: 0000950144-08-000359 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080123 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080124 DATE AS OF CHANGE: 20080123 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: 1934 Act SEC FILE NUMBER: 001-12080 FILM NUMBER: 08545658 BUSINESS ADDRESS: STREET 1: 4401 NORTHSIDE PARKWAY STREET 2: SUITE 800 CITY: ATLANTA STATE: GA ZIP: 30327 BUSINESS PHONE: 4048465000 MAIL ADDRESS: STREET 1: 4401 NORTHSIDE PARKWAY 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: OPERATORS OF APARTMENT BUILDINGS [6513] IRS NUMBER: 582053632 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28226 FILM NUMBER: 08545659 BUSINESS ADDRESS: STREET 1: 4401 NORTHSIDE PARKWAY STREET 2: SUITE 800 CITY: ATLANTA STATE: GA ZIP: 30327 BUSINESS PHONE: 404-846-5000 MAIL ADDRESS: STREET 1: 4401 NORTHSIDE PARKWAY STREET 2: SUITE 800 CITY: ATLANTA STATE: GA ZIP: 30327 8-K 1 g11445e8vk.htm POST PROPERTIES, INC./ POST APARTMENT HOMES, L.P. POST PROPERTIES, INC./ POST APARTMENT HOMES, L.P.

UNITED STATES
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): January 23, 2008

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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

	o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On January 23, 2008, Post Properties, Inc. issued a press release announcing that its Board of Directors has authorized management to initiate a formal process to pursue a possible business combination and to seek proposals from potentially interested parties.

The Company also stated that it has received an unsolicited written proposal from Cadim and Williams Realty Advisors, LLC to acquire all of the Company’s outstanding common shares at a price range of $44 to $47 per share in cash. Cadim is a division of Caisse de depot et placement du Quebec; Williams Realty is controlled by John A. Williams, former chairman and chief executive officer of Post Properties. The proposal states that it is subject to a due diligence condition, but is not subject to any financing contingencies. The Cadim/Williams group will be invited to participate in the formal process being initiated by the Company.

The Company does not expect to disclose further information regarding the status of the formal process until the process has been completed. The Company emphasizes that there can be no assurance that the initiation of the formal process to pursue a possible business combination will result in any transaction.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein in its entirety.

Item 9.01. Financial Statements and Exhibits.

99.1

Press Release.

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: January 23, 2008


	POST PROPERTIES, INC.
	By:	/s/ David P. Stockert
		David P. Stockert
		President and Chief Executive Officer

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: January 23, 2008


	POST APARTMENT HOMES, L.P.
	By: POST GP HOLDINGS, INC.,
	as General Partner

	By:	/s/ David P. Stockert
		David P. Stockert
		President and Chief Executive Officer

EXHIBIT INDEX


Exhibit
Number		Index
99.1		Press Release.

EX-99.1 2 g11445exv99w1.htm EX-99.1 PRESS RELEASE EX-99.1 PRESS RELEASE

Exhibit 99.1

Post Properties, Inc. to Explore Possible Business Combination

ATLANTA—Jan. 23, 2008—Post Properties, Inc. (NYSE:PPS — News) today announced that its Board of Directors has authorized management to initiate a formal process to pursue a possible business combination and to seek proposals from potentially interested parties.

“As we’ve previously stated, our Board of Directors continually reviews strategies to enhance value for our shareholders. As a result of this review as well as input from several of our largest shareholders, our Board has authorized us to explore a possible business combination to enhance potential value for our shareholders,” said David P. Stockert, the Company’s president and chief executive officer. Mr. Stockert also said, “In light of the Board’s decision to conduct a process and not enter into discussions with only one party, the Board at this time has made no determination as to the adequacy of the Cadim/Williams proposal.”

J. P. Morgan Securities, Inc. is acting as the Company’s financial advisor and King & Spalding LLP and Skadden, Arps, Slate, Meagher & Flom LLP are acting as the Company’s legal advisors.

Post Properties (www.postproperties.com), founded more than 35 years ago, is one of the largest developers and operators of upscale multifamily communities in the United States. The Company’s mission is delivering superior satisfaction and value to its residents, associates, and investors, with a vision of being the first choice in quality multifamily living. Operating as a real estate investment trust (“REIT”), the Company focuses on developing and managing Post(R) branded resort-style garden and high density urban apartments. In addition, the Company develops high-quality condominiums and converts existing apartments to for-sale multifamily communities. Post Properties is headquartered in Atlanta, Georgia, and has operations in ten markets across the country.

Post Properties owns 22,249 apartment homes in 62 communities, including 1,747 apartment units in five communities held in unconsolidated entities and 2,142 apartment units in seven communities (and the expansion of one community) currently under construction and/or in lease-up. The Company owns and is developing 437 for-sale condominium homes in four communities (including 137 units in one community held in an unconsolidated entity) and is converting apartment units in two communities initially consisting of 349 units into for-sale condominium homes through a taxable REIT subsidiary.

CONTACT: Post Properties, Inc.
David P. Stockert, 404-846-5000