8-K

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): August 4, 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 August 4, 2008, Post Properties, Inc. (“Post”) entered into an agreement (the “Agreement”) with Pentwater Capital Management LP and Pentwater Growth Fund Ltd., on behalf of themselves and certain affiliates (collectively, “Pentwater”), pursuant to which Pentwater agreed to irrevocably withdraw its previous notice of nomination of candidates for election as directors of Post at Post’s 2008 Annual Meeting of Shareholders (the “2008 Annual Meeting”). Pursuant to the Agreement, Post and Pentwater agreed that all of Post’s incumbent directors, other than a director who has reached the mandatory retirement age, will stand for reelection to the Board of Directors (the “Board”) at the 2008 Annual Meeting and that, in addition, David R. Schwartz will stand for election as a Board nominee at the 2008 Annual Meeting. Post and Pentwater also agreed that as promptly as practicable after the date of the Agreement, they will seek to identify a new “independent” director (the “New Director” and together with Mr. Schwartz, the “Pentwater Designees”) to be appointed or elected to the Board. Pentwater has identified an individual to serve as the New Director and Post has agreed to review the qualifications of such individual as promptly as practicable. In the event that such identified person is not selected to serve as the New Director, the Agreement provides that Post will identify, as promptly as is reasonably practicable, a qualified individual to serve as the New Director, which New Director shall be reasonably acceptable to Pentwater. Post and Pentwater have agreed to use their reasonable efforts to identify the New Director prior to October 31, 2008.

Pentwater, by written notice furnished to Post no later than February 15, 2009 (the “2009 Nomination Notice”), may require that either or both of the Pentwater Designees be nominated by the Board to stand for reelection as directors at Post’s 2009 Annual Meeting of Shareholders (the “2009 Annual Meeting”), in which event Post shall include such nominee(s) on the Board’s slate of nominees at such meeting.

Pentwater has agreed to publicly support and recommend that Post’s shareholders vote for the election of the agreed upon slate of Board nominees at the 2008 Annual Meeting, and to vote all of its shares of Post’s Common Stock (the “Common Stock”) which it is entitled to vote at the 2008 Annual Meeting in favor of the election of each of the Board’s nominees for director at the 2008 Annual Meeting. In addition, Pentwater will not engage in any solicitation of proxies or consents, or advise, encourage or influence any person with respect to the voting of any Common Stock prior to or at, the 2008 Annual Meeting. Pentwater has also agreed that it will not solicit Post’s shareholders for the approval of any shareholder proposals or encourage any person to initiate any such shareholder proposal in connection with the 2008 Annual Meeting. If Pentwater furnishes Post with a 2009 Nomination Notice, Pentwater’s obligations as set forth in this paragraph also will apply with respect to the 2009 Annual Meeting.

The Agreement further provides that Douglas Crocker will serve as the Vice Chairman of the Board and will continue to be the Chairman of the Strategic Planning and Investment Committee of the Board. Mr. Crocker will continue to serve in such positions until at least the 2009 Annual Meeting so long as he remains on the Board.

The Agreement also provides that if both Pentwater Designees are serving as members of the Board, each Pentwater Designee shall be offered membership on at least two of the following committees of the Board: the Strategic Planning and Investment Committee, the Audit Committee, the Executive Compensation and Management Development Committee and the Nominating and Corporate Governance Committee and at least one of the Pentwater Designees shall be offered membership on the Strategic Planning and Investment Committee. If only one Pentwater Designee is serving on the Board, such Pentwater Designee shall be offered membership on the Strategic Planning and Investment Committee and one of the other three committees identified above.

Post has agreed to reimburse Pentwater for its reasonable and documented out-of-pocket expenses incurred in connection with its nomination of directors to the Board and the negotiation of the Agreement, in an aggregate amount not to exceed $100,000.

Pentwater has agreed to return to Post any shareholder list and related information previously furnished by Post to Pentwater in connection with Pentwater’s demand for such information.

Pentwater and Post have also agreed to mutual releases relating to the nomination and election of directors at the 2008 Annual Meeting and to Pentwater’s ownership of Common Stock or interests in Common Stock.

The foregoing summary of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On August 5, 2008, Post announced that the 2008 Annual Meeting has been scheduled for October 16, 2008. In accordance with Rule 14a-5(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), proposals to be considered for inclusion in Post’s proxy statement for the 2008 Annual Meeting pursuant to Rule 14a-8 under the Exchange Act must be received by Post at its principal executive offices on or before August 20, 2008. In addition, in order for a shareholder proposal made outside of Rule 14a-8 under the Exchange Act to be considered “timely” within the meaning of Rule 14a-4(c) of the Exchange Act, such proposal must be received by Post at its principal executive offices on or before August 15, 2008. Proposals should be directed to the attention of the Corporate Secretary, Post Properties, Inc., 3301 Northside Parkway, Suite 800, Atlanta, Georgia 30327-3057.

On August 5, 2008, Post issued a press release relating to the Agreement and the date of the 2008 Annual Meeting. This press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

99.1 Agreement, dated August 4, 2008, entered into by Post Properties, Inc. with Pentwater Capital Management LP and Pentwater Growth Fund Ltd., on behalf of themselves and certain affiliates.

99.2 Press Release dated August 5, 2008.

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 hereunto duly authorized.

Dated: August 5, 2008

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

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 hereunto duly authorized.

Dated: August 5, 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	Agreement, dated August 4, 2008, entered into by Post Properties, Inc. with Pentwater Capital Management LP and Pentwater Growth Fund Ltd., on behalf of themselves and certain affiliates.
	99.2	Press Release dated August 5, 2008.

EX-99.1

Exhibit 99.1

EXECUTION VERSION

Post Properties, Inc.
4401 Northside Parkway, Suite 800
Atlanta, Georgia 30327

August 4, 2008

Pentwater Capital Management LP
227 West Monroe, Suite 4000
Chicago, IL 60608

Pentwater Growth Fund Ltd.
227 West Monroe, Suite 4000
Chicago, IL 60608

Gentlemen:

     This letter constitutes the agreement (the “Agreement”) between Post Properties, Inc. (the “Company”), on the one hand, and Pentwater Capital Management LP (“Pentwater Capital”) and Pentwater Growth Fund Ltd., on behalf of themselves and their respective affiliated funds, persons and entities, both current and future (collectively, the “Pentwater Group”), on the other hand, with respect to the matters set forth below:

1. The Company and the Pentwater Group agree that the nominees of the Company’s Board of Directors (the “Board”) to stand for election at the Company’s 2008 Annual Meeting of Shareholders (the “2008 Annual Meeting”) shall be Herschel M. Bloom; Douglas Crocker II; Walter M. Deriso, Jr.; Russell R. French; Robert C. Goddard III; David P. Stockert; Stella F. Thayer; Ronald de Waal; David Schwartz; and if agreed to as provided below before the mailing of the Company’s definitive proxy statement for the 2008 Annual Meeting, the New Director (as defined) (collectively, the “2008 Nominees”). In accordance with the Company’s Corporate Governance Guidelines related to the mandatory retirement age for directors, Charles E. Rice, an incumbent director, will not stand for reelection to the Board at the 2008 Annual Meeting. As promptly as practicable after the date of this Agreement, the Pentwater Group and the Company shall seek to identify a new “independent” director (the “New Director”) to serve on the Company’s Board, which New Director shall not be employed by or affiliated with the Pentwater Group and shall be “independent” under current New York Stock Exchange rules. The Pentwater Group has identified to the Company an individual to serve as the New Director and as promptly as practicable after the date hereof, the Company shall review the qualifications of such individual to determine such person’s qualifications to serve as a member of the Board, it being understood that the Company shall have no obligation to select such individual as the New

August 4, 2008
Page 2

	Director. In the event that such identified person is not selected to serve as the New Director, the Company shall identify, as promptly as is reasonably practicable, other qualified individuals to serve as the New Director, which New Director shall be reasonably acceptable, after giving good faith consideration to such individual, to the Pentwater Group. In the event that the New Director is approved by the Board and the Pentwater Group prior to the mailing of the Company’s definitive proxy statement for the 2008 Annual Meeting, such New Director shall be included in the Company’s slate of directors for election at the 2008 Annual Meeting. In the event that the New Director is approved by the Board and the Pentwater Group following the mailing of the definitive proxy statement for the 2008 Annual Meeting, such New Director shall be appointed to the Board at the first regular meeting of the Board following the 2008 Annual Meeting and the selection of the New Director. The Company and the Pentwater Group will use their reasonable efforts to identify the New Director prior to October 31, 2008. The Company agrees that it will take all necessary action to increase the size of the Board, from nine to ten directors in order to permit the election or appointment of the New Director. Mr. Schwartz and the New Director are collectively referred to herein as the “Pentwater Designees”.
2.	The Pentwater Group and the Company shall publicly support and recommend that the Company’s shareholders vote for the election of each of the 2008 Nominees at the 2008 Annual Meeting, and the members of the Pentwater Group shall vote all shares of the Company’s Common Stock (the “Common Stock”) which they are entitled to vote at the 2008 Annual Meeting in favor of the election of each of the 2008 Nominees.
3.	The Pentwater Group, by written notice furnished to the Company no later than February 15, 2009 (the “2009 Nomination Notice”), may require that either or both of the Pentwater Designees be nominated by the Board to stand for reelection as directors at the Company’s 2009 Annual Meeting of Shareholders (the “2009 Annual Meeting”), in which event the Company shall include the Pentwater Designees identified in the 2009 Nomination Notice on the Board’s slate of nominees at the 2009 Annual Meeting (the “2009 Nominees”).
4.	If either of the Pentwater Designees are included as 2009 Nominees as provided in paragraph 3 above, the Pentwater Group and the Company shall publicly support and recommend that the Company’s shareholders vote for the election of each of the 2009 Nominees at the 2009 Annual Meeting, and the members of the Pentwater Group shall vote all shares of Common Stock which they are entitled to vote at the 2009 Annual Meeting in favor of the election of each of the 2009 Nominees.
5.	If (a) a Pentwater Designee is unable or unwilling to serve as a nominee for any reason prior to his election at the 2008 Annual Meeting or, if applicable pursuant to paragraph 3 above, prior to his election at the 2009 Annual Meeting or, (b) after

August 4, 2008
Page 3

	election as a director of the Company at the 2008 Annual Meeting or, if applicable pursuant to paragraph 3 above, after his election at the 2009 Annual Meeting, a Pentwater Designee shall cease to be a member of the Board for any reason, the Company shall be entitled to designate another person or persons (a “Pentwater Successor Designee”) to be nominated or to serve as a director in place of such Pentwater Designee. Any Pentwater Successor Designee must be reasonably acceptable to the Pentwater Group, after giving good faith consideration to such individual. Upon becoming a nominee or member of the Board, the Pentwater Successor Designee shall become a Pentwater Designee for all purposes under this Agreement.
6.	Douglas Crocker has been named Vice Chairman of the Board and, provided that he continues to serve on the Board, shall continue to serve as Vice Chairman of the Board until at least the date of the 2009 Annual Meeting.
7.	Mr. Crocker also is the Chairman of the Strategic Planning and Investment Committee of the Board and, provided that he continues to serve on the Board, shall continue to serve as Chairman of the Strategic Planning and Investment Committee until at least the date of the 2009 Annual Meeting. The Strategic Planning and Investment Committee will have the responsibility of working with management to develop and advance strategies to enhance shareholder value.
8.	If both Pentwater Designees are serving as members of the Board pursuant to this Agreement, each Pentwater Designee shall be offered membership on at least two of the following committees of the Board: the Strategic Planning and Investment Committee, the Audit Committee, the Executive Compensation and Management Development Committee and the Nominating and Corporate Governance Committee; provided that at least one of the Pentwater Designees shall be offered membership on the Strategic Planning and Investment Committee. If for any reason there shall be only one Pentwater Designee serving as a member of the Board, committee assignments shall be changed, if necessary, so that such Pentwater Designee shall be offered membership on the Strategic Planning and Investment Committee and one of the other three committees identified above.
9.	The 2008 Annual Meeting will be held on or before October 16, 2008, and the 2009 Annual Meeting shall be held on or before June 30, 2009.
10.	The Pentwater Group agrees that, (a) except as specifically provided for paragraphs 2 and 4 above, they will not make, or in any way participate, directly or indirectly, in any “solicitation” (as such term is used in the proxy rules of the Securities and Exchange Commission (the “SEC”)) of proxies or consents prior to or at the 2008 Annual Meeting or seek to advise, encourage or influence any individual, partnership,

August 4, 2008
Page 4

	corporation, limited liability company, group, association or entity (collectively, a “Person”) with respect to the voting of any of the Common Stock prior to or at the 2008 Annual Meeting, or (b) initiate, propose or otherwise “solicit” (as such term is used in the proxy rules of the SEC) shareholders of the Company for the approval of shareholder proposals whether made pursuant to Rule 14a-8 or Rule 14a-4 under the Securities Exchange Act of 1934, as amended, or otherwise, or cause or encourage any Person to initiate any such shareholder proposal.
11.	If the Pentwater Group has furnished the Company with a 2009 Nomination Notice, the provisions of paragraph 10 above shall apply with respect to the 2009 Annual Meeting in the same manner as such provisions apply to the 2008 Annual Meeting.
12.	The Pentwater Group agrees that automatically and without any additional action by any party hereto, upon the execution of this Agreement by the parties hereto, the Pentwater Group irrevocably withdraws, and shall be deemed to have withdrawn, its nomination of candidates for election as directors of the Company set forth in the letter from Pentwater Capital dated February 4, 2008, as supplemented on February 22, 2008. Except as specifically provided in paragraph 1 above, the Pentwater Group shall not nominate any candidates to stand for the election to the Board at the 2008 Annual Meeting.
13.	Within five business days of the date of this Agreement, the Pentwater Group shall deliver to the Company any and all lists of the Company’s shareholders and other information (in whatever form) provided to any member of the Pentwater Group by the Company or the Company’s representatives or agents in connection with Pentwater Capital’s demand for the Company’s shareholder list and related information (the “Shareholder List Information”). In addition, within five business days of the date of this Agreement, the Pentwater Group shall destroy, or cause to be destroyed, all copies, including permanently erasing or deleting electronic copies, of the Stockholder List Information and all information derived therefrom (e.g., phone numbers) in the Pentwater Group’s possession or in the possession of any of the Pentwater Group’s employees, advisors, representatives or agents, and shall certify such destruction to the Company in writing.
14.	The Company and the Pentwater Group each acknowledge and agree that money damages would not be a sufficient remedy for any breach (or threatened breach) of this Agreement by it and that, in the event of any breach or threatened breach hereof, the non-breaching party shall be entitled to seek injunctive and other equitable relief, without proof of actual damages, that the breaching party shall not plead in defense thereto that there would be an adequate remedy at law, and that the breaching party agrees to waive any applicable right or requirement that a bond be posted by the non-breaching party. Such remedies shall not be the exclusive remedies for a breach of this Agreement, but will be in addition to all other remedies available at law or in equity.

August 4, 2008
Page 5

15.	The Company agrees to reimburse the Pentwater Group for its reasonable and documented out-of-pocket expenses incurred in connection with its nomination of directors to the Board and the negotiation of this Agreement, in an aggregate amount not to exceed $100,000. The Company agrees to pay such expenses to members of the Pentwater Group, as directed by Pentwater Capital, within five business days of the Company’s receipt from the Pentwater Group of supporting documentation for such expenses.
16.	To the fullest extent permitted by law, the Company and the Pentwater Group, on behalf of themselves, and on behalf of each of their directors, officers, employees, agents, representatives, affiliates, heirs, successors, assigns, executors and/or administrators does hereby and forever release and discharge the other party and its directors, officers, employees, agents, representatives, affiliates and any successors or assigns thereof from any and all causes of action, actions, judgments, liens, debts, contracts, indebtedness, damages, losses, claims, liabilities, rights, interests and demands of whatsoever kind or character (other than fraud) (collectively, “Claims”), known or unknown, whether or not heretofore brought before any state or federal court, which the releasing party may have against any released party by reason of any and all acts, omissions, events or facts occurring or existing prior to the date hereof arising from or related to the ownership of Common Stock or interests in Common Stock by the Pentwater Group prior to the date hereof, or to the nomination and election of directors at the Company’s 2008 Annual Meeting other than any Claims arising out of or related to any obligations under, or breach of, this Agreement.
17.	All notices and other communications under this Agreement shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person or by facsimile, or by Federal Express or registered or certified mail, postage pre-paid, return receipt requested, as follows:

If to the Company:

Post Properties, Inc.
4401 Northside Parkway, Suite 800
Atlanta, Georgia 30327
Attn: Ms. Sherry Cohen
           Executive Vice President and Corporate Secretary
Facsimile: 404-504-9388

with a copy (which shall not constitute notice) to:

Skadden Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036-6522
Attn: Daniel E. Stoller, Esq.
Facsimile: 917-777-3360

August 4, 2008
Page 6

If to the Pentwater Group:

Pentwater Capital Management LP
227 West Monroe, Suite 4000
Chicago, IL 60608
Attn: Mr. Matthew C. Halbower
           Chief Executive Officer
Facsimile: 312-589-6499

with a copy (which shall not constitute notice) to:

Nelson Mullins Riley & Scarborough LLP
201 17^th Street NW, Suite 1700
Atlanta, Georgia 30363
Attn: Rusty Pickering, Esq.
Facsimile: 404-322-6033

18.	This Agreement may be executed by the signatories hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.
19.	This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of laws principles. The parties hereto consent to personal jurisdiction and venue in any action to enforce this Agreement in the Courts of the State of Georgia, located in Atlanta, Georgia.
20.	This Agreement constitutes the only agreement between the Pentwater Group and the Company with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussion whether oral or written.

Very truly yours, POST PROPERTIES, INC.
By:	/s/ David P. Stockert
	Name:	David P. Stockert
	Title:	President and Chief Executive Officer

August 4, 2008
Page 7

Accepted and Agreed to:

PENTWATER CAPITAL MANAGEMENT LP on behalf of itself and its affiliates
By:	/s/ Matthew Halbower
	Name:	Matthew Halbower
	Title:	Chief Executive Officer

PENTWATER GROWTH FUND LTD. on behalf of itself and its affiliates
By:	/s/ Matthew Halbower
	Name:	Matthew Halbower
	Title:	Portfolio Manager

EX-99.2

Exhibit 99.2

Post Properties Reaches Agreement with Pentwater Capital

Nominates David Schwartz to Stand for Election to the Board of Directors; One Additional Director to be Agreed Upon by Company and Pentwater

Names Doug Crocker Vice Chairman of the Board

Schedules Annual Meeting to be Held October 16, 2008

ATLANTA—(BUSINESS WIRE)—Aug. 5, 2008—Post Properties, Inc. (NYSE: PPS), an Atlanta-based real estate investment trust, today announced that it has entered into an agreement with Pentwater Capital Management and Pentwater Growth Fund in connection with the election of directors at the Annual Meeting of Shareholders scheduled to be held on October 16, 2008. The Company also announced that its Board of Directors has named Douglas Crocker II as Vice Chairman. Mr. Crocker will also continue to serve as chairman of the Strategic Planning and Investment Committee of the Board.

Under the terms of the agreement with Pentwater, David R. Schwartz will stand for election at the 2008 Annual Meeting and the Company will select a new mutually agreed upon independent director. Eight of the Company’s nine incumbent directors will stand for re-election. One incumbent director has reached the mandatory retirement age under the Company’s Corporate Governance Guidelines and, as a result, will not stand for re-election to the Board. Pentwater has agreed to support and vote for the agreed upon slate of nominees at the Annual Meeting. Under the Company’s Board structure, each director stands for election annually.

Mr. Schwartz is a Managing Member and founder of Waterton Associates, a Chicago-based real estate firm that, since its inception in 1995, has acquired more than 39,000 apartments in 109 properties in most major metropolitan areas of the United States.

The record date for determining shareholders entitled to notice of and to vote at the Annual Meeting is September 8, 2008.

Robert C. Goddard, III, Chairman of the Company’s Board of Directors, said, “We are pleased that the agreement with Pentwater will allow the Company to continue to focus exclusively on its business. The Board looks forward to the contribution of David Schwartz, and to the continuing leadership of Doug Crocker in his added role as Vice Chairman.”

Said David P. Stockert, President and CEO, “Working together with the Board, our management team is committed to build on the strengths of the Company to pursue the common goal of enhancing value for shareholders.”

Post Properties, founded more than 36 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 22,140 apartment homes in 61 communities, including 1,747 apartment units in five communities held in unconsolidated entities, 1,736 apartment units in five communities currently under construction and/or in lease-up. The Company is also developing and selling 514 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 Stockert, 404-846-5000

SOURCE: Post Properties, Inc.