-----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, Tm27JdMfU25sl/loWzPYFhHP2C/XTX0RsDXQOCMCWhPxphgc2MkCa+cDOUlSXH1H iC7sILTlLOtDNJ+KGyf3vA== 0000950144-98-011946.txt : 19981104 0000950144-98-011946.hdr.sgml : 19981104 ACCESSION NUMBER: 0000950144-98-011946 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981029 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981103 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: 98737201 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/A 1 POST PROPERTIES INC 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) 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 2 -- Terms Agreement between Post Properties, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated dated October 29, 1998 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) 99 -- Financial results for the three months and nine months ended September 30, 1998
- ------------------------ * Previously filed -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 3, 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 - ----------- ----------- ---- 2 -- Terms Agreement between Post Properties, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated dated October 29, 1998. 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) 99 -- Financial results for the three months and nine months ended September 30, 1998. ________________ * Previously filed
-4- EX-2 2 TERMS AGREEMENT 1 EXHIBIT 2 POST PROPERTIES, INC. (a Georgia corporation) Common Stock (Par Value $.01 Per Share) TERMS AGREEMENT Dated: October 29, 1998 To: Post Properties, Inc. 4401 Northside Parkway, Suite 800 Atlanta, Georgia 30327 Ladies and Gentlemen: We understand that Post Properties, Inc., a Georgia corporation (the "Company"), proposes to issue and sell the number of its shares of common stock, par value $0.01 per share (the "Common Stock") set forth below. Subject to the terms and conditions set forth or incorporated by reference herein, we offer to purchase the number of Initial Underwritten Securities (as defined in the Purchase Agreement referred to below) set forth below, and the Option Underwritten Securities (as defined in the Purchase Agreement referred to below), to the extent any are purchased.
Number of Shares of Initial Underwriter Underwritten Securities ----------- ----------------------- Merrill Lynch, Pierce, Fenner & Smith Incorporated 1,000,000 --------- Total 1,000,000 ---------
2 The Underwritten Securities shall have the following terms: TITLE: Common Stock NUMBER OF SHARES: 1,000,000 NUMBER OF OPTION UNDERWRITTEN SECURITIES: 150,000 INITIAL PUBLIC OFFERING PRICE PER SHARE: $38.6875 PURCHASE PRICE PER SHARE: $36.7075 LISTING REQUIREMENTS: Approved for listing on the NYSE LOCK-UP PROVISIONS: 30 days from the date hereof CLOSING DATE AND LOCATION: November 4, 1998 at 9:00 a.m. at the offices of Hogan & Hartson L.L.P., 555 Thirteenth Street, N.W., Washington, D.C. 20004. All the provisions contained in the document attached as Annex A hereto entitled "Post Properties, Inc. -- Common Stock, Preferred Stock and Depositary Shares -- Purchase Agreement" 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. Terms defined in such document are used herein as therein defined. 3 Please accept this offer no later than 5:00 p.m. (New York City time) on October 29, 1998 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/ Tjarda Clagett ------------------------------ Name: Tjarda Clagett Title: Director Accepted: By: POST PROPERTIES, INC. By: /s/ Sherry W. Cohen --------------------------- Name: Sherry W. Cohen Title: EVP EX-99 3 FINANCIAL RESULTS 1 POST PROPERTIES, INC. SELECTED FINANCIAL INFORMATION (Dollars in thousands, except per share or unit data) (Unaudited)
Three months ended Nine months ended September 30 September 30 1998 1997 1998 1997 OPERATING DATA Revenue: Rental - owned properties $71,310 $43,857 $202,162 $127,988 Property management - third party 792 604 2,309 1,696 Landscape services - third party 1,765 1,327 4,945 3,792 Interest 83 15 387 30 Other 3,019 1,692 9,606 4,655 Total revenue 76,969 47,495 219,409 138,161 Property operating and maintenance expenses - owned properties 25,814 16,247 73,946 47,401 Depreciation - real estate assets 11,498 6,333 33,307 18,897 Depreciation - non real estate assets 467 262 939 758 Property management expenses - third party 659 488 1,857 1,298 Landscape services expenses - third party 1,571 1,068 4,372 3,086 Interest expense 7,795 5,652 23,488 16,722 Amortization of deferred loan costs 318 195 876 747 General and administrative expenses 1,869 1,467 5,701 4,867 Minority interest in consolidated property partnership 153 -- 351 -- 50,144 31,712 144,837 93,776 Net income before loss on unused treasury locks, net gain on sale of assets, minority interest and extraordinary item 26,825 15,783 74,572 44,385 Net gain on sale of assets -- -- -- 3,512 Loss on unused treasury locks (1) -- -- (1,944) -- Minority interest of unitholders in Operating Partnership (3,022) (2,811) (8,434) (8,562) Net income before extraordinary item 23,803 12,972 64,194 39,335 Extraordinary item, net of minority interest (2) -- -- -- (75) Net income 23,803 12,972 64,194 39,260 Dividends to preferred shareholders (2,969) (1,062) (8,504) (3,187) Net income available to common shareholders $20,834 $11,910 $55,690 $36,073 Funds from operations (3) $35,354 $21,054 $99,375 $60,095 PER COMMON SHARE/UNIT DATA (4) Net income before extraordinary item (net of preferred dividend) - basic $ 0.58 $ 0.54 $ 1.62 $ 1.64 Net income available to common shareholders - basic $ 0.58 $ 0.54 $ 1.62 $ 1.64 Net income before extraordinary item (net of preferred dividend) - diluted $ 0.57 $ 0.53 $ 1.60 $ 1.63 Net income available to common shareholders - diluted $ 0.57 $ 0.53 $ 1.60 $ 1.62 Dividends declared $ 0.650 $ 0.595 $ 1.950 $ 1.785
2 EXHIBIT 99
September 30 1998 1997 BALANCE SHEET DATA Real estate, before accumulated depreciation $2,167,761 $1,228,647 Real estate, after accumulated depreciation 1,932,729 1,037,015 Total assets 1,984,151 1,063,141 Total debt 787,328 510,637 Shareholders' equity 982,604 402,002 KEY DEBT STATISTICS Total secured debt 279,328 168,637 Total unsecured debt 508,000 342,000 Interest coverage ratio (5)(6) 5.7 4.9 Fixed charge coverage ratio (5)(7) 4.2 4.1 Total debt as a % of undepreciated real estate 36.3% 41.6%
NOTES TO SELECTED FINANCIAL INFORMATION (1) - The loss on unused treasury locks resulted from the termination of treasury locks for debt securities that were not issued. (2) - The extraordinary item for the nine months ended September 30, 1997 resulted from the costs associated with the early extinguishment of indebtedness. (3) - The Company uses the National Association of Real Estate Investment Trust ("NAREIT") definition of Funds from Operations ("FFO"), which became effective for periods beginning after January 1, 1996. (4) - As of September 30, 1998, there were 41,257,619 units of the Operating Partnership outstanding, of which 36, 041,895 were owned by the Company. The weighted average shares and units outstanding for the three and nine months ended September 30, 1998 was 41,222,891 and 39,567,512, respectively. (5) - Calculated for the nine months ended September 30, 1998 and 1997 (6) - Interest coverage ratio is defined as net income available for debt service divided by interest expense. For purposes of this calculation, net income available for debt service represents earnings before minority interest, dividends to preferred shareholders, loss on treasury locks, interest expense, income taxes, depreciation, amortization and extraordinary items. (7) - Fixed charge coverage ratio is defined as net income available for debt service divided by interest expense plus dividends to preferred shareholders. For purposes of this calculation, net income available for debt service represents earnings before minority interest, dividends to preferred shareholders, loss on treasury locks, interest expense, income taxes, depreciation, amortization and extraordinary items. 3 POST PROPERTIES, INC. CALCULATION OF FFO AND CAD (Dollars in thousands, except per share or unit data)
Three months ended Nine months ended September 30 September 30 1998 1997 1998 1997 Net income available to common shareholders $20,834 $11,910 $55,690 $36,073 Extraordinary item, net of minority interest --- --- --- 75 Minority Interest 3,022 2,811 8,434 8,562 Net (gain)/loss on sale of assets --- --- --- (3,512) Loss on unused treasury locks --- --- 1,944 --- Adjusted net income 23,856 14,721 66,068 41,198 Depreciation - real estate assets 11,498 6,333 33,307 18,897 Funds from Operations 35,354 21,054 99,375 60,095 Recurring capital expenditures (1) (1,911) (1,028) (4,952) (2,932) Non-recurring capital expenditures (210) (41) (1,098) (534) Loan amortization payments (19) (47) (55) (149) Cash Available for Distribution $33,214 $19,938 $93,270 $56,480 Revenue generating capital expenditures (2) $4,052 $1,279 $11,842 $4,775
(1) - Since the company does not add back the depreciation of non-real estate assets in its calculation of FFO, capital expenditures of $3,645 and $414 for the three months ended September 30, 1998 and 1997, respectively, and $7,772 and $1,185 for the nine months ended September 30, 1998 and 1997, respectively, are excluded for the calculation of CAD. (2) - Includes a major renovation of communities in the amount of $4,038 and $556 for the three months ended September 30, 1998 and 1997, respectively, and $11,283 and $3,173 for the nine months ended September 30, 1998 and 1997, respectively, and water submetering in the amount of $14 and $723 for the three months ended September 30, 1998 and 1997, respectively, and $559 and $1,638 for the nine months ended September 30, 1998 and 1997, respectively. -----END PRIVACY-ENHANCED MESSAGE-----