SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
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|X| Soliciting Material Under Rule 14a-12
Post Properties, Inc.
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(Name of Registrant as Specified in Its Charter)
John A. Williams
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
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FINAL
Contacts:
Jeremy Fielding/Kimberly Kriger (Media) Larry Dennedy (Investors)
Kekst and Company MacKenzie Partners
212-521-4800 212-929-5500
John A. Williams Announces Intention to Solicit Proxies For Election of
Independent Slate to Post Properties Board of Directors
Nominees to Submit Plan to Raise Quality of Corporate Governance, Improve
Operating Performance, Enhance Shareholder Value
ATLANTA, April 7, 2003 - John A. Williams, founder, largest shareholder and
director of Post Properties, Inc. (NYSE:PPS) today announced his intention to
solicit proxies for the election of an independent slate of nominees to the
Board of Directors in opposition to those proposed by the Company's incumbent
Board. Mr. Williams is former Chairman and Chief Executive Officer of the
Company.
In his Schedule 13D that is expected to be filed with the Securities and
Exchange Commission promptly, Mr. Williams will state he has beneficial
ownership of 2,877,815 shares of Post Properties common stock (including
currently exercisable options and partnership units convertible for common
stock), equivalent to approximately 7.3% of shares outstanding.
Mr. Williams said, "I believe the accelerating deterioration of the Company's
performance and competitiveness shows the current Board's and management's
inability to effectively address the serious business issues facing the Company.
In addition, the incumbent Board has been unwilling to take actions that I
believe are needed to enhance value for all shareholders and improve operational
performance.
"As the largest shareholder, I cannot let this situation continue, with
shareholders continuing to suffer as a result of this Board's inaction. My
recent suggestions to improve performance have been repeatedly opposed by a
majority of the directors. Therefore, I will shortly file a preliminary proxy
statement for the election of five independent nominees to the Board of
Directors," Mr. Williams said.
The proposed slate of nominees will consist of the following independent, highly
qualified individuals who together have many years of experience with proven
track records in the real estate and financial industries:
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o George R. Puskar, former Chairman and Chief Executive Officer of
Equitable Real Estate Investment Management;
o Roy E. Barnes, immediate past Governor of Georgia, founder and director
of several Georgia banks and a practicing attorney;
o Paul J. Dolinoy, former President of Lend Lease Real Estate
Investments, Inc.;
o Thomas J.A. Lavin, an independent real estate adviser and former head of
real estate investment banking at both Smith Barney and First Boston; and
o Jansen Noyes III, Senior Vice President of Emigrant Savings Bank.
These five nominees, in addition to Mr. Williams, would constitute a majority of
the Board.
"In contrast with the current Board's and senior management's lack of industry
knowledge and experience, resulting in their inability to execute an effective
business plan, my nominees combine the expertise and independence that I believe
will enable Post Properties to realize its full potential for all shareholders,"
Mr. Williams concluded.
If elected, the nominees are committed, subject to the fiduciary duties they
would have as directors of Post Properties, to take the following actions:
Raise Quality of Corporate Governance:
o They would propose to the Board that Mr. Puskar, who has substantial
experience in the real estate industry and as a director of public companies,
including a number of real estate investment trusts, become nonexecutive
Chairman.
o They would propose to the Board that Mr. Williams become President and Chief
Executive Officer of Post Properties. Mr. Williams has stated that if the
Board agrees to name him as President and Chief Executive Officer he will
relinquish all benefits payable to him under his existing employment
agreement with Post Properties other than his health and life insurance and
other customary benefits. He would accept a base salary of $1 per year
without any cash bonus or other cash payment in consideration of his
services. It would be Mr. Williams' intention to serve as President and Chief
Executive Officer until Post Properties' operating performance has recovered,
as reflected in the price of Post Properties common stock, and the Board has
identified a suitable successor.
o They would propose to the Board that the bylaws of Post Properties be amended
to provide for the annual election of all directors by the Company's owners,
and that such amendment be presented to Post Properties shareholders for
their approval.
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o They would propose to the Board that Post Properties approve a policy that
one-half of all compensation to directors in consideration of their services
as directors be paid in Post Properties common stock.
o They would propose to the Board that Post Properties approve a policy that
directors be prohibited from selling Post Properties common stock that they
receive in consideration of their services as directors while continuing to
hold such position.
Improve Operating Performance:
o They would propose to the Board that it undertake a program to assure that
Post Properties management consists of the most capable and talented
individuals available. This program would include:
- a regular and comprehensive review of the performance of each
member of senior management, and
- a search to identify and recruit individuals who would improve the
overall quality of Post Properties management.
o They would propose to the Board a plan designed to improve the operating
performance of Post Properties in light of the current adverse market and
economic conditions. This plan would consist of:
- implementing aggressive, but selective, cost-cutting measures
designed to eliminate corporate overhead without sacrificing
the highest quality customer service and maintenance levels,
and
- changing the criteria on which Post Properties bases its sales
and disposition strategies, as well as the manner in which
those strategies are executed.
o They would propose to the Board a plan designed to reestablish a high level
of customer service and attention to detail to increase occupancy and rental
rates at the properties of Post Properties. This plan will include the
implementation of the highest and consistent level of employee training and
onsite quality control and the reestablishment of uniform operating
procedures.
Enhance Shareholder Value:
o They would nominate George Puskar and John Williams to the Strategic Planning
Committee and would also ask Post Properties director-nominee L. Barry Teague
to be a member of that Committee. The Strategic Planning Committee would meet
monthly and provide recommendations to the Board with respect to corporate
strategy.
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o They would propose to the Board that a special committee of the Board,
consisting solely of independent directors, undertake an exploration of all
strategic alternatives available to Post Properties to enhance shareholder
value, including:
- operational changes, including those described above,
- sales of assets coupled with a repurchase program for Post
Properties common stock, designed to be on a leverage-neutral
basis, and
- a sale of Post Properties as a whole, or a merger or other
business combination involving Post Properties.
This independent special committee would be empowered to employ independent
financial and legal advisors to assist it with its review and evaluation of all
strategic alternatives.
In addition, Mr. Williams announced that he has received commitments for the
proxies of several long-standing Post Properties shareholders and former
directors, including J.C. (Bud) Shaw and William A. Parker, Jr., two of the
Company's original board members and its only two directors emeritus, Albert N.
(Bud) Parker, long-time Post Properties investor, and W. Daniel Faulk, who,
until February 2002, was President of Post Apartment Development. Mr. Williams
said, "I am pleased that these distinguished shareholders, with whom I have
worked for over 30 years, support my effort to put Post Properties back on track
on behalf of all shareholders."
Mr. Williams also announced that, in order to ensure his interests remain fully
aligned with all shareholders, he has today withdrawn his pending lawsuit
against the Company.
Mr. Williams has retained Citigroup Global Markets and The Espy Company as his
financial advisers.
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John Williams founded Post Properties in 1971 and managed its business as a
private real estate company until 1993. In 1993, Post Properties successfully
completed an initial public offering of its common stock. Following this initial
public offering, Mr. Williams continued as Chairman and Chief Executive Officer.
Mr. Williams resigned as Chief Executive Officer of Post Properties on March 26,
2001 effective as of July 1, 2002. He continued to serve as Chairman of Post
Properties until February 20, 2003, at which time he became Chairman Emeritus.
Mr. Williams continues to be a director and Post Properties' largest
shareholder, having beneficial ownership of approximately 7.3% of the
outstanding Post Properties common stock (assuming exercise of his options and
conversion into common stock of his partnership units in Post Properties'
operating partnership).
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George R. Puskar retired in June 2000 after 33 years in the real estate
industry. Mr. Puskar was Chairman and Chief Executive Officer of Equitable Real
Estate Investment Management, Inc., which was one of the world's most
diversified real estate organizations with over $36 billion in assets under
management and was ranked as the leading manager of United States pension real
estate assets. He was elected an officer of Equitable in 1977 and President of
Equitable Real Estate in 1984. Over the years, Mr. Puskar has been active in
numerous real estate organizations and has served on the Boards of NRC (National
Realty Committee), ICSC (International Council of Shopping Centers), NACREIF
(National Council of Real Estate Investment Fiduciaries), and U.L.I. (Urban Land
Institute). From 1993 until 1997, Mr. Puskar was also a Board member of
Carr-America Real Estate Investment Trust. Currently, Mr. Puskar serves on the
Board of Directors and Investment Committee of I-Star Financial, a NYSE listed
real estate investment trust with a $4.3 billion portfolio of assets. Effective
May 14, 2003, Mr. Puskar anticipates that he will be elected to the Board of New
Plan Excel Realty Trust, a self-managed real estate investment trust with a
national portfolio of community and neighborhood shopping centers totaling
approximately $3.7 billion in assets. He is currently Chairman of Solutions
Manufacturing, Inc., a manufacturer of electronic components based in Rockledge,
Florida, and he is active as a Vice-Chairman of World Team Sports, an
organization that specializes in unique athletic events with teams built around
disabled athletes.
Roy E. Barnes is the immediate past Governor of the State of Georgia, having
served in that office from January 1999 until January 2003. During his term as
Governor, Governor Barnes also served as the Chairman of the Southern Regional
Education Board, Chairman of the Southern Governor's Association and Chairman of
the Education Commission of the States. Governor Barnes is presently donating
six months of his time as a full-time volunteer at Atlanta Legal Aid, which
provides free legal services to the poor and elderly in civil matters. In
addition to his long career as a public servant, Governor Barnes has also
conducted a successful law practice for many years, and he has been actively
involved in business, especially banking. He served on the Board of Directors of
First National Bank of Cobb County in the mid-1970's and was one of the
organizers of Cobb Savings and Loan Association and Community Bank and Trust
(later named Georgia State Bank). Governor Barnes also served as a Director of
Alcovy Banking Company, and, together with his brother, founded an extended stay
motel chain that operates under the name Efficiency Lodge, Inc. Governor Barnes
was recently awarded the 2003 John F. Kennedy Profiles in Courage Award by the
John F. Kennedy Library Foundation.
Paul J. Dolinoy has over 31 years of real estate and investment management
experience. He retired in June 2000 as President of Lend Lease Real Estate
Investments, Inc., one of the largest real estate investment managers in the
world, with over $38 billion in real estate and commercial mortgages under
management for institutional and private clients in the United States. Prior to
Lend Lease's acquisition of Equitable Real Estate in 1997, Mr. Dolinoy served in
various executive officer capacities with Equitable since 1978, including Senior
Executive Vice President and head of Equitable Real Estate Institutional
Advisors, which provided real estate investment management service to
institutional investors. Following his retirement and until January 2002, Mr.
Dolinoy served as Chairman of the Lend Lease Portfolio Assurance Committee, as a
member of Lend Lease's Prime Property Fund Investor Council and as a Senior
Consultant to Lend Lease. Currently he serves as Board Chairman of the J. P.
Morgan United States Real Estate Income and Growth Fund, as a member of the New
York State Teachers' Retirement System Real Estate Advisory Committee and as a
Consultant to General Motors Acceptance Corporation Institutional Advisors. Mr.
Dolinoy has served on various boards and committees including the Pension Real
Estate Association Board and Executive Committee and Equitable Real Estate's
Executive and Investment Committees.
Thomas J.A. Lavin is an independent real estate advisor and consultant with 30
years of experience in the public and private real estate capital markets. From
1999 to 2002, Mr. Lavin ran the commercial mortgage lending operation at
Metropolitan Life Insurance Co. where he was responsible for all aspects of a
$19 billion portfolio and $3 billion in annual originations. From 1997 to 1999,
Mr. Lavin was a managing director of Citicorp Securities where he was
responsible
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for origination of all major securitized and syndicated real estate financings.
In 1995 and 1996, he advised on the sale of over $2 billion in commercial
property sales for several clients. From 1992 to 1995, he was managing director
and head of the real estate investment banking group of Smith Barney. During his
tenure, the group raised $8.3 billion of capital principal in common equity for
REITs. In 1991 - 1992, he was President of Weatherall, Green & Smith US, the
U.S. branch of a global real estate consulting, where he developed acquisition
opportunities for the firm's European clients. From 1986 - 1990, he was head of
the real estate investment banking group at The First Boston Corporation. He is
a Council Chairperson for the Urban Lane Institute and is a member of the Real
Estate Roundtable of New York University.
Jansen Noyes III is currently Senior Vice President of Emigrant Savings Bank,
where he has been employed since 1989. Emigrant Savings Bank is a privately held
bank based in New York, with over $10 billion in assets. In that capacity, Mr.
Noyes is the officer in charge of the Bank's commercial real estate division,
and is responsible for all commercial real estate lending and related activities
for a $1.2 billion portfolio ($500 million of which is multi-family properties).
From January 1988 until May 1989, Mr. Noyes was employed by Prudential Realty
Group as Vice President and Team Leader, for which he was responsible for
sourcing, underwriting and closing major real estate equity transactions. From
May 1979 until December 1987, Mr. Noyes served as a Senior Vice President of
Manufacturers Hanover Trust Company and head of the national lending group of
its real estate division. In that role, he was responsible for the origination
and administration of all real estate loans and relationships in the U.S.
outside of New York. Between 1982 and 1987, the loan portfolio grew from $556
million to $2.7 billion. During Mr. Noyes' tenure at Manufacturers Hanover, it
provided over $290 million in financings to Post Properties on 18 properties.
IMPORTANT INFORMATION
Mr. Williams plans to file a proxy statement with the Securities and Exchange
Commission relating to his solicitation of proxies from shareholders of Post
Properties, Inc. with respect to Post Properties' 2003 Annual Meeting. MR.
WILLIAMS ADVISES YOU TO READ THIS PROXY STATEMENT CAREFULLY WHEN IT BECOMES
AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Mr. Williams' proxy
statement and other relevant documents will be available for free at the
Securities and Exchange Commission's Internet web site at www.sec.gov. You may
also obtain a free copy of Mr. Williams' proxy statement, when it becomes
available, and other relevant documents by writing to MacKenzie Partners at 105
Madison Avenue, 14th Floor, New York, NY 10016.
PARTICIPANT INFORMATION
Mr. Williams and his nominees for election to the board of directors of Post
Properties may be deemed to be participants in Mr. Williams' solicitation of
proxies with respect to the 2003 Annual Meeting of Post Properties. These
nominees are George R. Puskar, Roy E. Barnes, Paul J. Dolinoy, Thomas J.A. Lavin
and Jansen Noyes III.
Mr. Williams and his nominees have interests in the solicitation of proxies with
respect to the 2003 Annual Meeting of Post Properties arising from their
beneficial ownership of the common stock of Post Properties. Mr. Williams also
receives customary compensation from Post Properties in exchange for his
services as a director and pursuant to his employment agreement with the
Company. If elected, Mr. Williams' nominees will also receive customary
compensation for their services as directors. Additional information with
respect to the beneficial ownership of shares of common stock of Post Properties
by Mr. Williams and his nominees is as follows: other than Mr. Williams, who
owns 2,877,815 shares (including currently exercisable options and partnership
units convertible for common stock) and Mr. Puskar, who owns 3,000 shares, none
of the other nominees currently own shares in Post Properties.
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