POST PROPERTIES, INC.
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):
February 28, 2006
Post Properties, Inc.
Post Apartment Homes, L.P.
(Exact name of registrant as specified in its charter)
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| Georgia |
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1-12080 |
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58-1550675 |
| Georgia |
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0-28226 |
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58-2053632 |
(State or other
jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number) |
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| 4401 Northside Parkway, Suite 800, Atlanta, Georgia |
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30327 |
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(Zip Code) |
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:
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))
TABLE OF CONTENTS
Item 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.
On February 15, 2006, Post Properties, Inc. (the “Company”) sent a notice to participants in
its Post Properties, Inc. 401(k) Plan (the “401(k) Plan”) informing them that the 401(k) Plan is
changing recordkeepers and investment options. On February 22, 2006, the Company sent a notice
to participants in its Post Properties, Inc. 2005 Deferred Compensation Plan for Directors and
Eligible Employees (the “Deferred Compensation Plan”) informing them that the Deferred Compensation
Plan is changing recordkeepers and investment options. The notices each stated that, as a result
of these changes, during a period that was expected to begin at 4:00 PM (Eastern Time) on March 24,
2006 and end during the week of April 16, 2006 (the “Blackout Period”) (1) participants in the
401(k) Plan would be unable to direct or diversify assets held in their accounts or obtain a loan
or distribution from the 401(k) Plan; (2) Post associates participating in the Deferred
Compensation Plan would be unable to change their benchmark elections under or obtain a
distribution from the Deferred Compensation Plan and (3) Post directors participating in the
Deferred Compensation Plan would be unable to obtain distributions under the Deferred Compensation
Plan.
On
February 28,
2006, the Company sent a blackout restriction notice (the “BTR Notice”) to
its executive officers and directors informing them that, because the restrictions during the
Blackout Period include restrictions on investment changes involving the Company’s common stock,
$.01 par value per share, (“Common Stock”) and benchmark investment alternatives (which track the
value of the Common Stock) held in the 401(k) Plan and the Deferred Compensation Plan, pursuant to
Section 306(a) of the Sarbanes-Oxley Act of 2002 and Regulation BTR promulgated by the Securities
and Exchange Commission, they would be prohibited during the Blackout Period from purchasing,
selling or otherwise acquiring or transferring, directly or indirectly, any equity security of the
Company acquired in connection with his or her employment as an executive officer or service as a
director.
A copy of the BTR Notice is attached hereto as Exhibit 99.1 and is incorporated herein by
reference. The Company provided this notice to its executive officers and directors at least 15
calendar days prior to the expected beginning date of the Blackout Period.
Item 9.01. Financial Statements and Exhibits.
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| Exhibit 99.1
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Important Notice Regarding 401(k) Plan and Deferred
Compensation Plan Blackout Period and Restrictions on Ability
to Trade in Company Securities |
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.
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POST PROPERTIES, INC.
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| Date: February 28, 2006 |
By: |
/s/ David P. Stockert |
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David P. Stockert |
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President and Chief Executive Officer |
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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.
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POST APARTMENT HOMES, L.P.
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| Date: February 28, 2006 |
By: |
POST GP HOLDINGS, INC., as General Partner
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By: |
/s/ David
P. Stockert |
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David P. Stockert |
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President and Chief Executive Officer |
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EXHIBIT INDEX
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| Exhibit Number |
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Description |
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99.1 |
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Important Notice Regarding 401(k) Plan and Deferred Compensation Plan Blackout Securities
Period and
Restrictions on
Ability to Trade in
Company |