SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant |_|
Filed by a Party other than the Registrant |X|
Check the appropriate box:
|X| Preliminary Proxy Statement |_| Confidential, for Use of the
Commission Only
(as permitted by Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-12
POST PROPERTIES, INC.
(Name Of Registrant As Specified In Its Charter)
JOHN A. WILLIAMS
(Name Of Person(s) Filing Proxy Statement, If Other Than The Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
[LETTERHEAD]
April , 2003
Dear Fellow Post Properties Shareholder:
My name is John A. Williams and I am the founder of Post Properties, Inc.
From the time that I founded Post Properties more than 30 years ago until
recently, I have served as the Chairman and Chief Executive Officer of Post
Properties. I am currently the Chairman Emeritus and a director of Post
Properties. I am also the largest equity owner of Post Properties.
As you may know, I have notified Post Properties of my intention to
nominate for election an alternative slate of independent directors at Post
Properties' 2003 Annual Meeting, and I am soliciting proxies from Post
Properties shareholders to vote in favor of my nominees at the Annual Meeting.
Given Post Properties' disappointing financial performance, I firmly believe
that the interests of all shareholders would be better served if my nominees are
elected. All of my nominees are experienced business people with proven track
records and a wide range of real estate knowledge and expertise, are independent
of Post Properties and will qualify to serve on Post Properties' Audit Committee
under existing and publicly proposed New York Stock Exchange independence
standards. All of the nominees are also independent of me. My nominees are fully
committed to protecting the interests of all Post Properties shareholders by
pursuing initiatives that we believe will enhance the value of Post Properties
common stock.
Before making the decision to conduct this proxy solicitation, I contacted
a few key shareholders of Post Properties, who were supportive of my decision
and committed to support my slate of independent nominees. These shareholders
include J.C. (Bud) Shaw, the co-founder of Shaw Industries and a former
long-time director and current Director Emeritus of Post Properties, whose
involvement with Post Properties dates from 1972, William A. Parker, Jr., a
former long-term director and current Director Emeritus of Post Properties and a
director of a number of public companies, whose involvement with Post Properties
dates from 1972, W. Daniel Faulk, until 2002 a senior executive with Post
Properties, and Albert N. (Bud) Parker, an investor whose involvement with Post
Properties dates from 1972.
The attached proxy statement describes the plan I have formulated with my
nominees for improving the corporate governance of Post Properties, enhancing
value for all Post Properties shareholders and improving the operations of Post
Properties. Along those lines, we are evaluating a full range of options,
including operational changes, asset sales and exchanges and related common
stock repurchases, and a sale of Post Properties as a whole. We encourage you to
contact our proxy solicitor, MacKenzie Partners, Inc., at the number set forth
below to share your views or suggestions on how to enhance the value of your
investment in Post Properties.
Enclosed are proxy materials that describe in detail the backgrounds of my
nominees and our program for improving Post Properties for the benefit of all of
its shareholders. I seek your support for my nominees. Please carefully review
and consider this information. YOUR VOTE AT THE 2003 ANNUAL MEETING IS
ESPECIALLY IMPORTANT. PLEASE SIGN AND DATE THE ENCLOSED GOLD PROXY CARD AND
PROMPTLY RETURN IT IN THE ENCLOSED ENVELOPE.
YOU MAY ALREADY HAVE RECEIVED, OR WILL SOON RECEIVE, A PROXY CARD FROM
POST PROPERTIES. PLEASE COMPLETE, SIGN, DATE, AND RETURN ONLY THE GOLD PROXY
CARD AND DO NOT RETURN ANY POST PROPERTIES' PROXY CARD UNDER ANY CIRCUMSTANCES.
If you have any questions or comments, please call McKenzie Partners, Inc. at
(800) 322-2885.
On behalf of my nominees and myself, we look forward to working with you
and thank you for your support.
Very truly yours,
John A. Williams
QUESTIONS AND ANSWERS
Q: WHY AM I RECEIVING THIS PROXY STATEMENT AND PROXY CARD?
A: You are receiving this Proxy Statement and proxy card because you
beneficially own shares of Post Properties common stock. This Proxy Statement
describes matters on which you are entitled to vote as a Post Properties
shareholder at the 2003 Annual Meeting and with respect to which I am seeking
your support. These matters include the election of directors and the
approval of the 2003 Incentive Stock Plan, each of which is described in more
detail in this Proxy Statement so that you can make an informed decision as
to how to vote your Post Properties common stock.
You will be receiving two proxy statements, and corresponding proxy cards,
for the matters to be voted on at the Annual Meeting. One is from Post
Properties and the other is this Proxy Statement. EACH OF THESE PROXY
STATEMENTS RELATES TO THE SAME MATTERS--ELECTION OF DIRECTORS AND APPROVAL OF
AN INCENTIVE STOCK PLAN AT THE ANNUAL MEETING. HOWEVER, THIS PROXY STATEMENT
RELATES TO AN ALTERNATE SLATE OF NOMINEES PROPOSED BY JOHN A. WILLIAMS AND
NOT THE SLATE OF NOMINEES PROPOSED BY POST PROPERTIES.
When you sign the enclosed GOLD proxy card, you appoint John A. Williams as
your representative at the Annual Meeting. Mr. Williams will vote your shares
of Post Properties common stock at the Annual Meeting as you have instructed
him on the proxy card. This way, your shares of Post Properties common stock
will be voted whether or not you attend the Annual Meeting in person. Even if
you plan to attend the Annual Meeting in person, it is a good idea to
complete, sign and return your GOLD proxy card in advance of the meeting,
just in case your plans change. If you attend the Annual Meeting and vote in
person, then any proxy card you have submitted will be revoked.
If an issue comes up for vote at the meeting that is not on the proxy card,
Mr. Williams will vote your shares of Post Properties common stock, under
your proxy, in his discretion.
Q: WHAT IS THE RECORD DATE?
A: The record date for the Annual Meeting is March 25, 2003. Only holders of
record of Post Properties common stock as of the close of business on that
date are entitled to notice of, and to vote at, the Annual Meeting.
Q: HOW MANY SHARES ARE OUTSTANDING?
A: As of the record date, there were 37,325,182 shares of Post Properties common
stock outstanding, as well as 4,731,653 units of limited partnership in Post
Apartment Homes, L.P., which are exchangeable for shares of common stock on a
one-for-one basis. Only holders of shares of common stock are permitted to
vote at the Annual Meeting. The units of limited partnership have no voting
rights until they are converted into shares of common stock and, accordingly,
cannot be voted at the Annual Meeting.
Q: WHAT AM I VOTING ON?
A: You are being asked to vote on:
- the election of six individuals to the Board of Directors of Post
Properties; and
- the approval of Post Properties' 2003 Incentive Stock Plan.
Cumulative voting is not permitted and dissenters' rights are not applicable
to either of the matters being voted upon.
Q: HOW DO I VOTE IN FAVOR OF MR. WILLIAMS' PROPOSALS?
A: You may vote by mail or you may vote in person at the Annual Meeting.
To vote by mail, you must sign and date the GOLD proxy card and mail it in
the enclosed, prepaid and addressed envelope. If you mark your voting
instructions on the proxy card, your shares will be voted as you instruct. If
you return a signed card but do not provide voting instructions, your shares
will be voted for the five named nominees in this Proxy Statement and for L.
Barry Teague and for the approval of the 2003 Incentive Stock Plan. We
encourage you to examine your proxy card closely to make sure you are voting
all of your shares in Post Properties.
To vote in person at the Annual Meeting, you should attend the Annual Meeting
and fill out a written ballot that will be distributed to Post Properties
shareholders at the Annual Meeting. If you hold your Post Properties common
stock through a brokerage account but do not have a physical share
certificate, you must request a legal
proxy from your stockbroker in order to vote at the meeting.
Q: WHAT IF I CHANGE MY MIND AFTER I RETURN MY PROXY?
A: You may revoke your proxy and change your vote at any time before the polls
close at the Annual Meeting. You may revoke your proxy by signing another
proxy with a later date, voting in person at the Annual Meeting or giving
written notice to the Secretary of Post Properties.
Q: HOW MANY VOTES DO YOU NEED TO HOLD THE ANNUAL MEETING?
A: Holders representing a majority of the outstanding shares of Post Properties
common stock must be present either in person or by proxy in order for a
quorum to be present at the Annual Meeting and to conduct business. Shares
are counted as present if the shareholder has voted in person or by proxy.
Votes to "withhold authority," abstentions and "broker non-votes" with
respect to any matter count toward determining whether a quorum is present.
Q: WHAT IF I ABSTAIN FROM VOTING?
A: Abstentions are counted as present for purposes of establishing a quorum. If
a quorum is present, abstentions have no effect on the outcome of a vote,
including the election of directors and the approval of the 2003 Incentive
Stock Plan.
Q: HOW MANY VOTES ARE NEEDED TO ELECT DIRECTORS?
A: The six nominees receiving the highest number of "yes" votes will be
elected as directors.
Q: HOW MANY VOTES ARE NEEDED TO APPROVE THE 2003 INCENTIVE STOCK PLAN?
A: To approve the 2003 Incentive Stock Plan, the number of votes cast for the
approval of the 2003 Incentive Stock Plan at the Annual Meeting must exceed
the number of votes cast against it.
Q: HOW ARE VOTES COUNTED?
A: You may vote either "for" or "against" each matter to be considered at the
Annual Meeting. If you sign your GOLD proxy card and indicate no further
instructions, your shares of Post Properties common stock will be voted for
the election of each nominee of John A. Williams, for the election of L.
Barry Teague, a Board nominee, and for the approval of the 2003 Incentive
Stock Plan.
Voting results will be tabulated and certified by Post Properties' transfer
agent, EquiServe.
Q: WHERE CAN I FIND THE VOTING RESULTS OF THE ANNUAL MEETING?
A: Post Properties has stated that it will announce preliminary voting results
at the Annual Meeting. Post Properties has stated that it will publish the
final results in its quarterly report on Form 10-Q for the second quarter of
2003. Post Properties will file that report with the Securities and Exchange
Commission, and you can get a copy by:
- writing to the Secretary of Post Properties at One Riverside, 4401
Northside Parkway, Suite 800, Atlanta, GA 30327-3057;
- calling the Securities and Exchange Commission at (800) SEC-0330
for the location of the nearest public reference room; or
- going to the SEC's Internet site, www.sec.gov.
PRELIMINARY COPIES
DATED APRIL 7, 2003
PROXY STATEMENT
OF
JOHN A. WILLIAMS
---------------------------------------------
2003 ANNUAL MEETING OF SHAREHOLDERS
OF
POST PROPERTIES, INC.
---------------------------------------------
INTRODUCTION
This Proxy Statement and the accompanying GOLD proxy card are being
furnished to the holders of shares of common stock, par value $.01 per share, of
Post Properties, Inc. by John A. Williams, Chairman Emeritus and a director of
Post Properties. Mr. Williams is soliciting proxies from Post Properties
shareholders to be voted at the 2003 Annual Meeting of Post Properties
shareholders and at any adjournments, postponements or reschedulings thereof.
The Board has set March 25, 2003 as the record date for the Annual Meeting, and
Post Properties has announced that its 2003 Annual Meeting is scheduled to be
held on Thursday, May 22, 2003, at One Riverside, 4401 Northside Parkway, Suite
800, Atlanta, Georgia 30327-3057, beginning at 9:00 a.m. (local time).
Six individuals will be elected to the Board of Directors of Post
Properties at the 2003 Annual Meeting. One of these individuals will be elected
to the class of directors whose term expires in 2004, one will be elected to the
class whose term expires in 2005 and four will be elected to the class whose
term expires in 2006. Mr. Williams is soliciting proxies to vote in favor of the
election of George R. Puskar, Roy E. Barnes, Paul J. Dolinoy, Thomas J.A. Lavin
and Jansen Noyes III, each of whom Mr. Williams will nominate for election, and
of L. Barry Teague, a Post Properties nominee, to the Board. Mr. Williams will
not vote any proxies he is granted in favor of the election of any nominee of
Post Properties, other than Mr. Teague. Mr. Williams intends to nominate his
five nominees in accordance with the bylaws of Post Properties and to vote his
Post Properties shares in favor of their election.
Currently, the Board is composed of eleven directors. However, one
existing director has submitted his resignation from the Board effective
following the Annual Meeting. If all of Mr. Williams' nominees are elected,
following the Annual Meeting, five of the ten directors will be Mr. Williams'
nominees. Mr. Williams and his nominees would therefore together constitute a
majority of the Board. If elected, each of Mr. Williams' nominees would be
considered an independent director under current and publicly proposed New York
Stock Exchange requirements applicable to service on audit committees.
This Proxy Statement and the accompanying GOLD proxy card are first being
sent or given to Post Properties shareholders on or about April , 2003.
Post Properties' principal executive offices are located at 4401 Northside
Parkway, Suite 800, Atlanta, Georgia 30327-3057.
2
This solicitation is being made by John A. Williams and not on
behalf of POST PROPERTIES' Board.
YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL
MEETING IN PERSON, PLEASE COMPLETE, SIGN, DATE AND RETURN THE GOLD PROXY CARD.
---------------
YOU MAY ALREADY HAVE RECEIVED, OR WILL SOON RECEIVE, A WHITE PROXY CARD FROM
POST PROPERTIES. PLEASE COMPLETE, SIGN, DATE AND RETURN ONLY THE GOLD PROXY
CARD AND DO NOT RETURN ANY WHITE PROXY CARD UNDER ANY CIRCUMSTANCES. IF YOU
RETURN BOTH PROXY CARDS THERE IS A DANGER THAT YOUR SHARES WILL NOT BE VOTED
AS YOU DESIRE BECAUSE ONLY THE LATEST DATED PROXY CARD YOU SUBMIT COUNTS.
Information About John A. Williams
John A. Williams founded Post Properties in 1971. Mr. Williams has worked
diligently in managing Post Properties for over 30 years, during which time Mr.
Williams served as a director, Chairman and Chief Executive Officer of Post
Properties. Mr. Williams announced his resignation as Chief Executive Officer on
March 26, 2002 effective as of July 1, 2002. He remained as Chairman until
February 20, 2003, at which time Mr. Williams agreed to change his title from
Chairman to Chairman Emeritus. Mr. Williams remains a director of Post
Properties. In addition, Mr. Williams is the largest equity holder of Post
Properties, having acquired his original stake at the time he founded Post
Properties. As of March 25, 2003, Mr. Williams beneficially owned 2,887,815
shares of Post Properties common stock, or approximately 7.3% of the outstanding
Post Properties common stock (in each case, assuming full exercise of options
and conversion of partnership units held by Mr. Williams).
Mr. Williams has strongly voiced his views to other directors that
shareholder value must be enhanced, and he has proposed to the Board specific
steps for it to take to do so. Recently, the Board and executive management of
Post Properties began taking actions to limit Mr. Williams' access to the
records and employees of Post Properties. In response, Mr. Williams filed a
motion for a temporary restraining order in the Superior Court of Cobb County,
Georgia seeking to enjoin the implementation and operation of the Board's
proposed actions. The Superior Court granted Mr. Williams' motion on March 21,
2003 and enjoined the Board from taking any actions that limit, restrict or
otherwise adversely affect Mr. Williams' rights as a director or shareholder or
his rights under his Master Employment Agreement with Post Properties. On April
7, 2003, Mr. Williams voluntarily dismissed his complaint against Post
Properties and the temporary restraining order is no longer in effect.
Mr. Williams, as a greater than 5% shareholder of Post Properties, is
subject to the filing requirements of the Securities Exchange Act of 1934, and
is required to file periodic reports and other information with the SEC relating
to his ownership of Post Properties common stock. These reports and other
information can be inspected and copied at the public reference facilities
maintained by the SEC at 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549, and at the SEC's regional offices located at 233 Broadway, New York, New
York 10279, and at Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Information regarding the public reference facilities
may be obtained from the SEC by telephoning 1-800-SEC-0330. Mr. Williams' and
Post Properties' filings are also available to the public on the SEC's Internet
site (http://www.sec.gov). Copies of such materials may also be obtained by mail
from the Public Reference Section of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Copies of many of the items filed
with the SEC and other information concerning Mr. Williams and Post Properties
are available for inspection at the offices of the New York Stock Exchange, Inc.
located at 20 Broad Street, 7th Floor, New York, New York 10005.
IMPORTANT
MR. WILLIAMS STRONGLY RECOMMENDS THAT YOU VOTE FOR HIS NOMINEES AND FOR L.
BARRY TEAGUE BY COMPLETING, SIGNING, DATING AND MAILING THE ENCLOSED GOLD PROXY
CARD PROMPTLY IN THE ENVELOPE PROVIDED WHETHER OR NOT YOU INTEND TO ATTEND THE
MEETING IN PERSON.
3
HOLDERS OF RECORD OF POST PROPERTIES COMMON STOCK AS OF MARCH 25, 2003 ARE
URGED TO SUBMIT A GOLD PROXY CARD EVEN IF YOU SOLD YOUR SHARES AFTER THAT DATE.
IF YOU HAVE PURCHASED POST PROPERTIES COMMON STOCK AFTER MARCH 25, 2003
AND WISH TO VOTE YOUR SHARES AT THE ANNUAL MEETING, YOU SHOULD SEEK TO OBTAIN A
PROXY FROM THE PERSON THAT SOLD YOU YOUR SHARES.
IF YOUR POST PROPERTIES COMMON STOCK IS HELD IN THE NAME OF A BROKERAGE
FIRM, BANK OR NOMINEE ON THE RECORD DATE, PLEASE CONTACT THE PERSON RESPONSIBLE
FOR YOUR ACCOUNT AND GIVE INSTRUCTIONS FOR YOUR SHARES TO BE VOTED ON THE GOLD
PROXY CARD.
QUESTIONS CONCERNING THIS PROXY STATEMENT OR THE
ACCOMPANYING GOLD PROXY CARD SHOULD BE DIRECTED TO:
----------------------
MacKenzie Partners, Inc.
105 Madison Avenue
New York, NY 10016
(800) 322-2885
----------------------
VOTING
The information contained in the following four paragraphs is based on
publicly available copies of the articles of incorporation and bylaws of Post
Properties and on other information contained in Post Properties' public filings
and press releases and set forth on its Internet site.
The Board has fixed March 25, 2003 as the record date for the
determination of Post Properties shareholders that are entitled to notice of and
to vote at the Annual Meeting. As of that date, there were 37,325,182 shares of
Post Properties common stock outstanding and 4,731,653 outstanding units of
limited partnership in Post Apartment Homes, L.P., each unit being exchangeable
into shares of Post Properties common stock on a one-for-one basis. On all
matters submitted for a vote at the Annual Meeting, only shares of Post
Properties common stock are entitled to be voted, and each share is entitled to
one vote. The units of limited partnership have no voting rights until they are
converted into shares of Post Properties common stock and accordingly cannot be
voted at the Annual Meeting.
The attendance at the Annual Meeting, in person or by proxy, of the
holders of a majority of the outstanding Post Properties common stock is
necessary for a quorum to be present at the Annual Meeting. Votes to "withhold
authority," abstentions and "broker non-votes" with respect to any matter to be
voted on at the Annual Meeting will not be voted but will be counted as present
for purposes of determining if a quorum is present at the Annual Meeting.
The affirmative vote of a plurality of the aggregate votes cast is
required for a nominee to be elected to the Board--namely, the six nominees
receiving the most votes in favor of their election will be elected to the
Board. For the 2003 Incentive Stock Plan to be approved, more votes must be cast
in favor of the Plan than are cast against the Plan. As a result, abstentions,
votes to "withhold authority" and "broker non-votes" will have no effect on the
election of directors or approval of the 2003 Incentive Stock Plan. If any other
matter properly comes before the Annual Meeting, its resolution will be
determined by a majority of votes cast with respect to such matter, unless a
higher vote is required under the articles of incorporation or bylaws of Post
Properties or under applicable law.
4
The Board has a standing Audit Committee, Executive Compensation and
Management Development Committee, Nominating Committee and Strategic Planning
Committee. Information regarding the membership, meetings and policies and
procedures of these committees is contained in the definitive proxy statement of
Post Properties under the headings "Committees of the Board of Directors,"
"Report of the Audit Committee," and "Report on Executive Compensation," and is
incorporated herein by reference.
If you execute and return the enclosed form of GOLD proxy card, you may
still revoke that proxy at any time before the vote at the Annual Meeting. You
may do so by filing with the Secretary of Post Properties a written notice of
revocation, by executing and returning a proxy card bearing a later date than
your most recently submitted proxy card or by attending the Annual Meeting and
voting in person. Your execution of a proxy card will not affect your right to
attend the Annual Meeting and vote in person, but your attendance at the Annual
Meeting will not, by itself, revoke a proxy that you have previously executed
and delivered.
IF YOU, AS A POST PROPERTIES SHAREHOLDER, WISH TO VOTE FOR MR.
WILLIAMS' NOMINEES AND FOR L. BARRY TEAGUE, YOU SHOULD SUBMIT THE ENCLOSED
GOLD PROXY CARD WHETHER OR NOT YOU INTEND TO ATTEND THE MEETING IN PERSON.
YOU SHOULD NOT SUBMIT POST PROPERTIES' PROXY CARD.
Unless you indicate contrary instructions on the enclosed GOLD proxy card,
all shares of Post Properties common stock represented by valid GOLD proxy
cards, which have not been revoked as described above, will be voted:
o FOR the election of Mr. Williams' nominees and FOR the election of L.
Barry Teague,
o FOR the approval of the 2003 Incentive Stock Plan, and
o at the discretion of the proxy holder(s) on such other business as may
properly come before the Annual Meeting, including any decision to
adjourn, postpone or reschedule the Annual Meeting.
------------------------------------------------------------------------
YOUR VOTE AT THIS YEAR'S ANNUAL MEETING IS ESPECIALLY IMPORTANT.
PLEASE SIGN AND DATE THE ENCLOSED GOLD PROXY CARD AND PROMPTLY RETURN IT
IN THE ENCLOSED ENVELOPE WHETHER OR NOT YOU INTEND TO ATTEND
THE MEETING IN PERSON.
------------------------------------------------------------------------
5
BACKGROUND OF AND REASONS FOR THE SOLICITATION
As described above, Mr. 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. During the 1990's, under Mr. Williams'
leadership, Post Properties continued its reputation as a premier operator of
high-end multifamily properties.1
Mr. Williams resigned as Chief Executive Officer of Post Properties on
March 26, 2002, 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 serve as a director and is Post Properties'
largest equity holder, having beneficial ownership of 2,887,815 shares of Post
Properties common stock, or approximately 7.3% of the outstanding Post
Properties common stock (in each case, assuming exercise of his options and
conversion into common stock of his partnership units in Post Apartment Homes,
L.P.) as of March 25, 2003.
In recent months, Mr. Williams has become increasingly concerned about the
deteriorating operating performance of Post Properties and the erosion of the
value of Post Properties common stock, and has voiced these concerns to other
directors. Mr. Williams believes that this deterioration is evidence that
management is unable to effectively address the adverse market and economic
conditions that now confront Post Properties. Specifically, the following table
summarizes the operating performance of Post Properties and the performance of
Post Properties common stock, during 2002:
2002 Operating Performance2
Criteria3 Post Properties Peer Group Average Post Properties
Rank
--------------- ---------------- ------------------- ----------------
Same store
net operating (10.1%) (4.1%) 15 of 15
income growth (last)
(decline)
Same store
revenue (6.8%) (1.8%) 15 of 15
growth (last)
(decline)
Same store 90.9% 93.1% 14 of 15
occupancy
G&A expense
as a 4.4% 3.2% 15 of 15
percentage of (last)
revenues
2002 Performance of Post Properties Common Stock4
Criteria Post Properties Peer Group Average Post Properties
Rank
------------ ------------------ ------------------ ----------------
Per share appreciation
(decline) (32.8%) (7.9%) 15 of 15
(last)
Total returns (25.2%) (0.9%) 15 of 15
(last)
----------------------
1 Source: Various industry research reports.
2 Source: Public filings of Post Properties and the companies included in its
peer group, which are: Apartment Investment and Management Company; Amli
Residential Properties Trust; Archstone-Smith Trust; AvalonBay Communities,
Inc.; BRE Properties, Inc.; Camden Property Trust; Equity Residential; Essex
Property Trust, Inc.; Gables Residential Trust; Home Properties of New York,
Inc.; Mid-America Apartment Communities, Inc.; Summit Properties Inc.; The Town
and Country Trust; and United Dominion Realty Trust, Inc.
3 Based upon operating performance statistics consistently reported by
each of the peer group companies or derived from information included in their
respective public filings.
4 Source: Bloomberg L.P.
6
On numerous occasions at Board meetings and in conversations with other
directors, Mr. Williams has made specific suggestions designed to improve
operating performance and enhance value for all Post Properties shareholders.
However, a majority of the Board has consistently opposed Mr. Williams'
suggestions, which have included:
o applying different selection criteria for assets sales and improving
the execution of those asset sales;
o applying asset sale proceeds to repurchase Post Properties common stock
on a leverage-neutral basis;
o controlling corporate overhead by reducing development staff and
closing Post Properties' Dallas, Texas office;
o maintaining a level of maintenance capital expenditures necessary to
preserve the competitive advantages of Post Properties' properties, and
ceasing the deferral of such maintenance capital expenditures; and
o reinstating key personnel in areas of maintenance, security and
employee training to ensure high standards of customer service and
operations at Post Properties.
Additionally, Mr. Williams has become increasingly concerned about the
Board's ability to maintain appropriate and necessary standards of corporate
governance and its unwillingness to take actions that will enhance value for all
Post Properties shareholders.
In March 2003, management proposed actions for approval by the Board that
would have severely limited Mr. Williams' access to information about Post
Properties and his ability to communicate with Post employees, resulting in
litigation described under "Information About John A. Williams." Mr. Williams
believes that these actions were an attempt to silence his efforts to bring
about changes at Post Properties designed to improve its deteriorating
performance.
Before making the decision to conduct this proxy solicitation, Mr.
Williams contacted a few key shareholders of Post Properties, who were
supportive of his decision and committed to support his slate of independent
nominees. These shareholders include:
o J.C. (Bud) Shaw, a long-time director of Post Properties and a current
Director Emeritus of Post Properties and a co-founder of Shaw
Industries, whose involvement with Post Properties dates from 1972;
o William A. Parker, a long-time director of Post Properties and a
current Director Emeritus of Post Properties and a member of a number
of other public company boards, whose involvement with Post Properties
dates from 1972;
o W. Daniel Faulk, Jr., President of Post Apartment Development until its
spin-off from Post Properties in February, 2002; and
o Albert N. (Bud) Parker, an investor whose involvement with Post
Properties dates from 1972.
Mr. Williams also discussed the possibility of this proxy solicitation with
other individuals prominent in the real estate industry, both for advice and to
ascertain whether any of these individuals would be interested in participating
as a nominee. The response was overwhelming, and, as detailed below, an
extremely talented and experienced group of individuals agreed to participate as
nominees.
7
Based on these discussions, and to protect the value of his, and all
shareholders', investment in Post Properties, Mr. Williams decided to propose
five independent nominees for election to the Board.
Each of Mr. Williams' nominees is independent of Post Properties under
existing and publicly proposed independence rules of the New York Stock Exchange
applicable to service on audit committees. Each nominee is also independent of
Mr. Williams himself. The nominees as a group have extensive experience in
purchasing and financing real estate for the accounts of institutional investors
and with the ownership and financing of multifamily properties. Their experience
in these areas far exceeds the corresponding experience of the incumbent
nominees.
Mr. Williams' nominees are committed, subject to the fiduciary duties they
would have as directors of Post Properties, to take the following actions upon
their election:
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 Post
Properties shareholders and that such amendment be presented to Post
Properties shareholders for their approval.
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.
8
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 L. Barry Teague, a Post
Properties nominee, 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.
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.
o This independent special committee would be empowered to employ
independent financial and legal advisors to assist it with its review
and evaluation of all such strategic alternatives.
Mr. Williams has discussed informally with the other directors that he is
exploring the possibility of a going-private transaction in which Mr. Williams
would be an equity investor and other strategic alternatives with respect to his
equity interest in Post Properties. Because a majority of the Board was
unwilling to consider any such transaction, Mr. Williams did not formulate any
specific proposal. If Mr. Williams' nominees are elected, Mr. Williams may
pursue his interest in such a transaction, and it is envisioned that any such
proposal would be referred to the independent special committee of the Board,
where it would be evaluated in the same way as any similar proposal received
from a third party.
PROPOSAL I: ELECTION OF DIRECTORS
General
The bylaws of Post Properties provide that the Board shall consist of not
less than three nor more than 15 directors, with the exact number to be fixed by
resolution of the Board. Currently, the size of the Board is fixed at 11
members. However, one existing director has submitted his resignation from the
Board effective following the Annual Meeting. Pursuant to the bylaws, Post
Properties has a "classified" Board, which means that the Board is divided into
three classes of directors serving three year terms, and each year the term of
one class of directors expires. Accordingly, not all directors come up for
election in a single year.
9
Three of the Board's nominees, Robert C. Goddard, III, David P. Stockert
and L. Barry Teague, were elected by the Board to fill vacancies on the Board
created since the 2002 Annual Meeting and have never been elected to the Board
by Post Properties shareholders. As a result, Georgia law and Post Properties'
bylaws require that these three newly appointed directors, together with the
three directors whose class term expires at the 2003 Annual Meeting, Herschel M.
Bloom, Russell R. French and Ronald de Waal, stand for reelection at the Annual
Meeting. Of these three newly appointed nominees, the Board has proposed that
Mr. Teague be elected for a term expiring at the 2004 Annual Meeting and that
Mr. Stockert be elected for a term expiring at the 2005 Annual Meeting. The
other nominees, Messrs. Bloom, French, Goddard and de Waal, are standing for
election for a term expiring at the 2006 Annual Meeting.
Article I, Section 8 of the bylaws of Post Properties requires that any
shareholder wishing to nominate persons for election as directors at an annual
meeting must give Post Properties written notice, together with certain
information regarding the individuals being nominated and the nominating
shareholder. This notice must be delivered to or mailed and received at the
principal executive offices of Post Properties no later than the close of
business on the 10th day following the day on which notice of the meeting was
mailed to Post Properties shareholders. Post Properties' definitive proxy
statement for the 2003 Annual Meeting indicates it was mailed to Post Properties
shareholders on or about April 4, 2003. Mr. Williams delivered to Post
Properties the notice and information required by the bylaws with respect to his
nominees on April 7, 2003.
Williams Nominees
At the Annual Meeting, Mr. Williams will nominate and vote, individually
and as proxy, in favor of his five nominees for the terms indicated below and in
favor of L. Barry Teague, one of Post Properties' nominees, for a term expiring
in 2004. Mr. Williams, individually and as proxy, will not vote in favor of any
other Post Properties nominees. The information below concerning age, principal
occupation and experience of Mr. Williams' nominees has been furnished by the
respective nominee. Except as described in this Proxy Statement, none of Mr.
Williams' nominees beneficially owns any Post Properties common stock.
Nominee for Election - Term Expiring 2005
Name Age Principal Occupation and Background
==================== ======= =================================================
George R. Puskar 59 George Puskar retired in June 2000 after 33
years in the real estate industry. Mr. Puskar
2023 North was Chairman and Chief Executive Officer of
Atlantic Avenue, Equitable Real Estate Investment Management,
Suite 304 Inc., which was one of the world's most
Cocoa Beach, diversified real estate organizations with over
Florida 32931 $30 billion in assets under management and
ranked as the leading manager of United States
pension real estate assets.
Mr. Puskar entered Equitable's appraisal real
estate training program in 1966 following his
graduation from college. In 1976, he was a
participant in the President's Executive
Interchange Program in Washington, D.C. and was
assigned to the Federal Home Loan Bank Board. He
was elected an officer of Equitable in 1977 and
President of Equitable Real Estate in 1984. Mr.
Puskar was a founder of NACREIF (National Council
of Real Estate Investment Fiduciaries) and has
served on its Board for a number of years. Mr.
Puskar has also been active in numerous real
estate organizations and has served on the Boards
of NRC (National Realty Committee), ICSC
(International Councilof Shopping Centers) and
U.L.I. (Urban Land Institute), and has written
several research papers that have been published
in the Real Estate Journal and the Federal Home
Loan Bank Journal. He is a frequent speaker at
all of the major real estate conferences, and
appeared before the U.S. Senate Banking and
Housing Committee in 1992 as a representative of
the real estate industry. He has also been a
10
member of the advisory board of Georgia State
University and the board of Clark-Atlanta
University, when he chaired the campaign to
create and endow the real estate institute at
Clark-Atlanta/Morehouse. 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 New York Stock Exchange 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 also a member of CRE
(the Counselors of Real Estate), and he remains
active in ICSC. 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. Mr. Puskar
graduated with a B.A. from Duquesne University in
Pittsburgh, Pennsylvania in 1965.
Nominees for Election - Term Expiring 2006
Name Age Principal Occupation and Background
==================== ======= =================================================
Roy E. Barnes 55 Roy Barnes is the immediate past Governor of the
State of Georgia, having served in that office
151 Spring Street from January 1999 until January 2003. During
Atlanta, GA 30303 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.
Prior to his term as Governor, Governor Barnes
served three terms in the Georgia House of
Representatives, from January 1993 until January
1999. During his term in the House of
Representatives, Governor Barnes served as Vice
Chairman of the Judiciary Committee and Chairman
of the Subcommittee on General Law.
In 1974, at age 26 and just two years following
his graduation from the University of Georgia Law
School, Governor Barnes was elected to the
Georgia Senate where he served eight terms, from
January 1975 until January 1991.
In addition to his 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-1970s and was one of the organizers of
Cobb Savings and Loan
11
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. Governor
Barnes received his undergraduate degree from the
University of Georgia.
Paul J. Dolinoy 55 Paul Dolinoy has over 31 years of real estate
and investment management experience. He
16351 Spartan retired in June 2000 as President of Lend Lease
Circle Real Estate Investments, Inc., one of the
Huntington Beach, largest real estate investment managers in the
CA 92649 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. He began his career with
Equitable Life Assurance Society in 1969, serving
as a Group Representative and Pension Consultant
for his first nine years.
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 remained active in the real
estate industry and has presented to a wide
variety of investors and industry groups,
including the Chartered Financial Analysts, the
Asia Society, the Institute for Fiduciary
Education and the Emerging Trends in Real Estate
Annual Symposium. He 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. Mr. Dolinoy graduated from Upsala
College and the University of Chicago Executive
Development Program.
12
Thomas J. A. Lavin 53 Thomas J.A. Lavin is an independent real estate
advisor and consultant with 30 years of
419 Fowler Avenue experience in the public and private real estate
Pelham Manor, NY capital markets.
10803
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 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 Inc. During his tenure, the group
raised $8.3 billion of capital principal in
common equity for real estate investment trusts.
In 1991 and 1992, Mr. Lavin was President of
Weatherall, Green & Smith US, the U.S. branch of
a global real estate consulting firm, where he
developed acquisition opportunities for the
firm's European clients. From 1978 to 1990, Mr.
Lavin served in several positions at The First
Boston Corporation. From 1986 to 1990, he was
head of the real estate investment banking group.
The group's primary activities were sales of
"trophy" properties to domestic and international
investors, property financing and mergers and
acquisitions. He was also extensively involved in
real estate equity investment for the firm's
merchant banking activities.
Mr. Lavin is a Council Chairperson for the Urban
Lane Institute and is a member of the Real Estate
Roundtable of New York University. He has served
on the boards of several educational
institutions. Mr. Lavin is a graduate of Wesleyan
University in Middletown, CT and the Harvard
Business School.
Jansen Noyes III 56 Jay Noyes is currently Senior Vice President of
Emigrant Savings Bank, where he has been
Emigrant Savings Bank employed since 1989. Emigrant Savings Bank is a
5 East 42nd Street privately held bank based in New York, with over
New York, NY 10017 $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 multifamily
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
13
billion. During Mr. Noyes' tenure at
Manufacturers Hanover, it provided over $290
million in financings to Post Properties on 18
properties.
Mr. Noyes was also previously employed by
Helmsley-Spear, Inc., Fleet Bank and Chemical
Bank. Mr. Noyes obtained his undergraduate degree
from Cornell University and his M.B.A. from the
University of Virginia. He is a member of a
number of professional organizations.
None of the corporations or organizations listed above is a parent,
subsidiary or other affiliate of Post Properties.
The election of the five Nominees as five of the ten directors of Post
Properties would constitute a "change of control" as defined in various
agreements that Post Properties has with certain of its senior executives and
could require Post Properties to make certain payments provided for in those
agreements.
Each of Mr. Williams' nominees has entered into an Indemnification
Agreement with Mr. Williams pursuant to which Mr. Williams has agreed to
indemnify such nominee from and against any losses incurred by such nominee
resulting from, relating to, or arising out of his nomination for election as a
director of Post Properties at the 2003 Annual Meeting.
Each of Mr. Williams' nominees has agreed to be named in this Proxy
Statement and, if elected, to serve as a director of Post Properties. Mr.
Williams does not expect that any of his nominees will be unable to stand for
election or serve as a director, but if any vacancy in Mr. Williams' slate
occurs for any reason (including if Post Properties makes or announces any
changes to its bylaws or takes or announces any other action that has, or if
completed would have, the effect of disqualifying any or all of Mr. Williams'
nominees), the Post Properties common stock represented by GOLD proxy cards
received by Mr. Williams and not properly revoked will be voted for the
substitute candidate nominated by Mr. Williams in compliance with the rules of
the SEC and any other applicable law and, if applicable, the bylaws.
You have the opportunity to withhold authority for Mr. Williams, as proxy,
to vote in favor of Mr. Teague as a director at the Annual Meeting by so
indicating on the GOLD proxy card. In addition, there is no assurance that Post
Properties' nominees, including Mr. Teague, will serve if elected with any of
Mr. Williams' nominees.
MR. WILLIAMS RECOMMENDS THAT HOLDERS OF POST PROPERTIES COMMON STOCK VOTE IN
FAVOR OF THE ELECTION OF MR. WILLIAMS' NOMINEES AND NOT VOTE IN FAVOR OF THE
ELECTION OF ANY OF THE BOARD'S NOMINEES OTHER THAN L. BARRY TEAGUE.
PROPOSAL II: APPROVAL OF 2003 INCENTIVE STOCK PLAN
On February 20, 2003, the Board adopted the Post Properties, Inc. 2003
Incentive Stock Plan, subject to shareholder approval. The plan shall be
approved by the shareholders if more votes are cast for the plan than votes cast
against the plan. More information concerning the plan is contained in the Post
Properties proxy statement for the 2003 Annual Meeting under the heading
"Approval of Our 2003 Incentive Stock Plan", which is incorporated herein by
reference.
The shares of Post Properties common stock represented by GOLD proxy cards
received by Mr. Williams and not properly revoked will be voted for the 2003
Incentive Stock Plan.
MR. WILLIAMS RECOMMENDS THAT POST PROPERTIES SHAREHOLDERS VOTE IN
FAVOR OF THE 2003 INCENTIVE STOCK PLAN.
14
INFORMATION CONCERNING PERSONS WHO MAY SOLICIT PROXIES
Information Concerning Participants
Under applicable SEC regulations, Mr. Williams and each of his nominees is
deemed to be a "participant" for purposes of Mr. Williams's solicitation of
proxies. The name, business address and principal occupation of each of Mr.
Williams' nominees is set forth above under "Election of Directors--Williams
Nominees."
Information Concerning Other Representatives of Mr. Williams
Mr. Williams has engaged MacKenzie Partners as his proxy solicitation
agent in connection with the election of Mr. Williams' nominees at the Annual
Meeting. Mr. Williams anticipates that certain employees of MacKenzie Partners
may communicate in person, by telephone or otherwise with institutions, brokers
or other persons that are shareholders of Post Properties for the purpose of
assisting in the solicitation of proxies. Although MacKenzie Partners does not
admit that it or any of its directors, officers, employees, affiliates or
controlling persons is a "participant," as defined in Schedule 14A promulgated
under the Securities Exchange Act, or that Schedule 14A requires the disclosure
of certain information concerning them, the employees of MacKenzie Partners
listed below may assist Mr. Williams in such solicitation of proxies. The
business address of each such employee is 105 Madison Avenue, New York, New York
10016, and the telephone number of each such person is (212) 929-5500. Each
person listed below is a citizen of the United States.
Name Title
Daniel H. Burch Chief Executive Officer
Lawrence Dennedy Executive Vice President
In addition, in connection with Mr. Williams' engagement of Citigroup
Global Markets Inc. and The Espy Company as his exclusive financial advisors,
Mr. Williams anticipates that certain employees of Citigroup and The Espy
Company may communicate in person, by telephone or otherwise with institutions,
brokers or other persons who are shareholders of Post Properties for the purpose
of assisting in the solicitation of proxies. Although neither Citigroup nor
The Espy Company admits that it or any of its directors, officers, employees,
affiliates or controlling persons is a "participant" as defined in Schedule 14A
promulgated under the Securities Exchange Act in the solicitation of proxies, or
that Schedule 14A requires the disclosure of certain information concerning
them, the employees of Citigroup and The Espy Company listed below may assist
Mr. Williams in such solicitation of proxies. Each person listed below is a
citizen of the United States.
Citigroup
Name Title
Mark R. Patterson Managing Director, Group Head
of Global Real Estate
Investment Banking
Ralph S. Watts Managing Director, Co-Head of
Mergers and Acquisitions, North America
Gregory S. Wright Managing Director
15
The Espy Company
Name Title
William W. Espy Managing Partner
William B. Lawrence Partner
Citigroup and its affiliates engage in a full range of investment banking,
securities trading, market-making and brokerage services for institutional and
individual clients. In the normal course of business, Citigroup and its
affiliates may trade the securities of Post Properties for their own account and
the accounts of customers and, accordingly, may at any time hold a long or short
position in such securities, or option contracts or other derivatives in or
relating to such securities. Citigroup and certain of its affiliates also may
have voting and/or dispositive power with respect to securities of Post
Properties held in asset management, brokerage and other accounts. Citigroup and
such affiliates disclaim beneficial ownership of securities of Post Properties
not held for their own account. Citigroup's principal business address is 388
Greenwich Street, New York, NY 10013 and its phone number is (212) 816-6000.
The Espy Company, founded in 1974 by Mr. Espy, provides investment banking
services for the real estate industry, arranging debt and equity capital for new
development and existing properties and represents owners in the sale of
properties to institutional markets. The Espy Company has organized and managed
various private funds where its principals have been the lead investor with the
respective fund in providing the equity capital for new development.
Specifically, in regard to Post Properties, commencing in 1974 and continuing
until Post Properties' initial public offering in 1993, The Espy Company
arranged the debt financing for a majority of the Post Properties developments,
including public bond indebtedness. From 1984 to early 2001, the company
represented Post Properties in the sale of 20 properties totaling 6,000 units.
Mr. Lawrence joined The Espy Company in 1987 prior to which he had been Chief
Operating Officer of Fox and Carskadon Financial Corporation and its successor
company, The Fox Group, in San Mateo, CA. The Espy Company's principal business
address is 3715 Northside Parkway, NW, Atlanta, GA 30327 and its phone number is
(404) 233-8171.
Participant Ownership of and Transactions in Post Properties Securities
Other than as disclosed in this Proxy Statement and the definitive proxy
statement of Post Properties for the Annual Meeting under the heading "Common
Stock Ownership by Management and Principal Shareholders", which information is
incorporated herein by reference, neither Mr. Williams nor, to the knowledge of
Mr. Williams, any of the participants: (1) owns beneficially, directly or
indirectly, or of record but not beneficially, any securities of Post
Properties; (2) owns beneficially, directly or indirectly, or of record but not
beneficially, any securities of any subsidiary of Post Properties; or (3) is, or
was since January 1, 2002, a party to any contract, arrangement or understanding
with any person with respect to any securities of Post Properties, including,
but not limited to, joint ventures, loan or option arrangements, puts or calls,
guarantees against loss or guarantees of profit, division of losses or profits,
or the giving or withholding of proxies. Mr. Williams' participants disclaim
beneficial ownership of any securities of Post Properties owned by Mr. Williams,
and this Proxy Statement shall not be deemed an admission that any participant
is the beneficial owner of such securities for any purpose.
The following table sets forth the name of each participant who purchased
or sold Post Properties common stock within the previous two years, the date of
the transaction and the amount purchased or sold:
Name Date Number of Date Number of Shares
Shares
John A. Williams 03/14/03 60,000 (C) 11/14/02 115,411 (C)
02/28/03 13,043 (G) 11/14/02 95,390 (C)
02/28/03 2,870 (G) 11/14/02 78,662 (C)
02/28/03 104,600 (S) 07/01/02 1,838 (A)
02/27/03 95,400 (S) 01/18/02 1,572 (A)
02/26/03 25,000 (S) 12/31/01 8,500 (G)
02/25/03 75,000 (S) 12/26/01 14,075 (G)
02/25/03 8,696 (G) 10/15/01 33 (A)
01/15/03 70 (A) 07/06/01 1,571 (A)
01/02/03 2279 (A)
11/14/02 94,426 (S)5
George R. Puskar 01/27/03 1,000 (O)6 11/30/02 1,000 (O)
12/03/02 1,000 (O)
16
A = shares acquired in transactions exempt from Section 16(b) of the
Securities Exchange Act
C = shares received from the exchange of partnership units and exempt
from Section 16(b) of the Securities Exchange Act
G = shares gifted
O = Shares acquired in open market purchases
S = shares sold
-------------------
5 Shares held by a corporation in which Mr. Williams has an interest
6 Shares held by Mr. Puskar's spouse.
As of March 25, 2003, Mr. Williams beneficially owned 2,887,815 shares of
Post Properties common stock (including options and units exercisable for or
convertible into common stock) of Post Properties, or 7.3% of the outstanding
Post Properties common stock.
Information Regarding Participants who are Directors of Post Properties
John A. Williams has been a director of Post Properties since he founded
the company in 1971. From 1971 until June 2002, Mr. Williams served as the
Chairman and Chief Executive Officer. From July 2002 until February 2003, Mr
Williams served as Chairman, at which time he changed his title to Chairman
Emeritus, his current title. The current standard term of office for directors
is three years. Mr. Williams' term expires in 2005. According to Post
Properties' proxy statement, during the year ended December 31, 2002, the Board
held six meetings. Mr. Williams attended 100% of the meetings of the Board. Mr.
Williams does not serve on any committees of the Board.
According to Post Properties' proxy statement, non-management directors,
including each of Mr. Williams' nominees, if elected at the 2003 Annual Meeting,
will receive, annual compensation of $20,000 plus a fee of $1,000 for attendance
(in person or by telephone) at each meeting of the Board. Post Properties also
pays each member of a Board committee an attendance fee of $500 per non-audit
committee meeting and $1,000 per audit committee meeting. Post Properties pays
an annual fee to the audit committee chairman of $7,500. The Board has
authorized the payment, at the option of each non-employee director, of all
director fees in Post Properties common stock. Directors are reimbursed for all
out-of-pocket expenses incurred in attending all Board and committee meetings.
Each non-employee director who is serving as such on December 31 of each year
and who has served as such for more than one year automatically receives a grant
of options to purchase 3,000 shares of Post Properties common stock at an
exercise price equal to 100% of the fair market value of Post Properties common
stock on the date of such grant. In addition, on the date of a director's
initial appointment to the Board, each director automatically receives a grant
of options to purchase a number of shares of Post Properties common stock
determined by dividing $10,000 by the fair market value per share on the date of
such grant at an exercise price equal to 100% of the fair market value of Post
Properties common stock on such date. Furthermore, each of Mr. Williams'
nominees, if elected, would be indemnified for service as a director to the same
extent indemnification is provided to other directors under the Post Properties
bylaws and articles of incorporation, and Mr. Williams believes that upon
election, Mr. Williams' nominees would be covered by Post Properties' director
and officer liability insurance, if any, and would be entitled to any other
benefits made available to directors by Post Properties. Mr. Williams' current
right to receive director compensation will cease if his slate of nominees is
elected to the Board and he is appointed to be President and Chief Executive
Officer of Post Properties.
Mr. Williams entered into a new employment agreement with Post Properties,
effective July 1, 2002. This new agreement provided that he would be the
Chairman of the Board of Directors of Post Properties and certain of its
subsidiaries and that he would receive a minimum annual base salary of $150,000.
This agreement ends on the date of Post Properties' regularly scheduled annual
shareholders' meeting in 2013. On February 20, 2003, Mr.
17
Williams became Chairman Emeritus of Post Properties. Mr. Williams' duties and
responsibilities under the employment agreement are part-time and consultative
in nature. The agreement provides for continued participation in Post
Properties' employee benefit plans as well as for the continuation of various
executive perquisites consistent with perquisites provided under Mr. Williams'
former employment agreement. The perquisites include the use of Post Properties'
rights to an aircraft, an automobile allowance and office space and secretarial
services. If the agreement is terminated by Post Properties without cause or by
Mr. Williams after a change in duties or title without his consent or a change
of control of Post Properties, then Mr. Williams will continue to receive his
current base salary and other benefits and perquisites until the end of the term
of the agreement, any unvested stock options will become immediately exercisable
and the restrictions on any restricted stock will lapse. In the event of a
termination by Post Properties for cause, Mr. Williams will not be entitled to
receive his current base salary or any of the perquisites and benefits provided
exclusively by his employment agreement. Other than as described in this Proxy
Statement, to the knowledge of Mr. Williams, no participant or any of his or her
respective associates has entered into any agreement or understanding with any
person respecting any (1) future employment by Post Properties or its affiliates
or (2) future transactions to which Post Properties or any of its affiliates
will or may be a party.
COST OF SOLICITATION
Mr. Williams will bear the cost of this solicitation. While no precise
estimate of this cost can be made at the present time, Mr. Williams currently
estimates that he will spend a total of approximately $ for his solicitation of
proxies, including expenditures for attorneys, solicitors and advertising,
financial advisors, public relations, printing, transportation and related
expenses. As of April , 2003, Williams had incurred proxy solicitation expenses
of approximately $ . In addition to soliciting proxies by mail, proxies may be
solicited in person or by telephone or telecopy or through advertisements.
Information regarding certain representatives of Mr. Williams who may solicit or
participate in the solicitation of proxies is set forth herein under the heading
"Information Concerning Persons Who May Solicit Proxies".
Mr. Williams will also reimburse brokers, fiduciaries, custodians and
other nominees, as well as persons holding stock for others who have the right
to give voting instructions, for out-of-pocket expenses incurred in forwarding
this Proxy Statement and related materials to, and obtaining instructions or
authorizations relating to such materials from, beneficial owners of Post
Properties common stock. Mr. Williams will pay for the cost of these
solicitations, but these individuals will receive no additional compensation for
these solicitation services.
Mr. Williams has retained the proxy solicitation firm of MacKenzie
Partners, Inc. in connection with the solicitation of proxies for the Annual
Meeting. MacKenzie will be paid a customary fee for its services, and will
produce and place all advertising copy at regular open-line rates. Mr. Williams
also has agreed to reimburse MacKenzie for its expenses, and to indemnify
MacKenzie against certain liabilities and claims, incurred in connection with
its performance of services pursuant to its engagement by Mr. Williams.
Additionally, Mr. Williams has retained Citigroup and The
Espy Company as his exclusive financial advisors, for which they will receive
customary fees. In addition, Mr. Williams has agreed to reimburse Citigroup and
The Espy Company for reasonable travel and other expenses incurred in performing
their services, including reasonable fees and expenses of their legal counsel,
and to indemnify Citigroup and The Espy Company and any related persons against
liabilities, including liabilities under the federal securities laws, arising
out of their engagement.
18
Shareholder Proposals for 2004 Annual Meeting
Information regarding the requirements for shareholders to submit
proposals to Post Properties for the 2004 annual meeting is contained in Post
Properties' proxy statement furnished to shareholders in connection with the
2003 Annual Meeting under the heading "Shareholder Proposals," and is
incorporated herein by reference.
ADDITIONAL INFORMATION
Certain information regarding beneficial ownership of Post Properties
common stock by directors, nominees, management and 5% shareholders of Post
Properties is contained in Post Properties' proxy statement furnished to Post
Properties shareholders in connection with the 2003 Annual Meeting under the
heading "Common Stock Ownership by Management and Principal Shareholders," and
is incorporated herein by reference. Additional information concerning Post
Properties may be found in Post Properties' proxy statement under the headings
"Certain Relationships and Related Party Transactions" and "Other Matters," and
is incorporated herein by reference.
Certain of the information contained in this Proxy Statement is based on,
or incorporated by reference to, publicly available information filed by Post
Properties with the SEC and Mr. Williams does not take any responsibility for
the accuracy or completeness of such information.
Mr. Williams is not aware of any other substantive matters to be
considered at the 2003 Annual Meeting. However, if any other matter should
properly come before the 2003 Annual Meeting, then Mr. Williams will vote all
proxies held by him in accordance with his best judgment and consistent with the
federal proxy rules.
QUESTIONS CONCERNING THIS PROXY STATEMENT OR THE
ACCOMPANYING GOLD PROXY CARD SHOULD BE DIRECTED TO:
----------------------
MacKenzie Partners, Inc.
105 Madison Avenue
New York, NY 10016
(800) 322-2885
----------------------
19
IMPORTANT
1. Your proxy is important no matter how many shares of Post Properties common
stock you own. Be sure to vote on the GOLD proxy card. Mr. Williams urges you
NOT to sign any WHITE proxy card or other proxy card which is sent to you by
Post Properties.
2. If you have already submitted a proxy card to Post Properties for the 2003
Annual Meeting, you may change your vote to a vote "FOR" the election of Mr.
Williams' nominees and "Against" Post Properties' slate (other than Mr.
Teague) and "FOR" the approval of the 2003 Incentive Stock Plan by
completing, signing, dating and returning Mr. Williams' GOLD proxy card,
which must be dated after any proxy card you may previously have submitted to
Post Properties. Only your last dated proxy card for the Annual Meeting will
count at the Annual Meeting. If you do not wish to vote in favor of Mr.
Teague, please so indicate on the GOLD proxy card where indicated.
3. If any of your shares are held in the name of a bank, broker or other
nominee, please contact the person responsible for your account and direct
him or her to vote on the GOLD proxy card "FOR" the election of Mr. Williams'
nominees, "FOR" the election of Mr. Teague and "FOR" the approval of the 2003
Incentive Stock Plan.
4. If you hold your shares in more than one type of account or your shares are
registered differently, you may receive more than one GOLD proxy card. We
encourage you to vote each GOLD proxy card that you receive.
5. If you have any questions or need assistance in voting your shares, please
contact our proxy solicitors, McKenzie Partners, Inc., at the number set
forth below:
MacKenzie Partners, Inc.
105 Madison Avenue
New York, NY 10016
(800) 322-2885
20
PRELIMINARY COPIES
POST PROPERTIES, INC.
PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 22, 2003
THIS PROXY IS SOLICITED ON BEHALF OF JOHN A. WILLIAMS
The undersigned hereby constitutes and appoints John A. Williams, proxy of
the undersigned ("Proxy Representative"), with full power of substitution, to
vote all of the shares of Post Properties, Inc., a Georgia corporation, which
the undersigned may be entitled to vote at the Annual Meeting of Shareholders of
Post Properties to be held at One Riverside, 4401 Northside Parkway, Suite 800,
Atlanta, Georgia 30327-3057, on Thursday, May 22, 2003, at 9:00 a.m. (local
time) or at any adjournments, postponements or reschedulings thereof, as shown
on the voting side of this card.
CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE
PRELIMINARY COPIES
ANNUAL MEETING OF SHAREHOLDERS OF
POST PROPERTIES, INC.
May 22, 2003
PROXY VOTING INSTRUCTIONS
------------------------------
------------------------------
MAIL - Date, sign and mail COMPANY NUMBER
your proxy card in the ------------------------------
envelope provided as soon as ACCOUNT NUMBER
possible. ------------------------------
CONTROL NUMBER
------------------------------
Please detach and mail in the envelope provided.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
JOHN A. WILLIAMS RECOMMENDS A VOTE "FOR" THE ELECTION OF HIS NOMINEES AND L.
BARRY TEAGUE AS DIRECTORS AND "FOR" PROPOSAL 2.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE: [x]
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
1. Proposal to elect one director to 2. Proposal to [] [] []
serve until the 2004 Annual approve the
Meeting of Shareholders, 2003
one director to serve Incentive
until the 2005 Annual Stock Plan
Meeting of Shareholders
and four directors to serve
until the 2006 Annual Meeting
of Shareholders
------------------------
[] FOR ALL WILLIAMS NOMINEES
WILLIAMS
NOMINEES [] George R. Puskar
[] Roy E. Barnes
[] WITHHOLD [] Paul J. Dolinoy
AUTHORITY
FOR ALL [] Thomas J.A. Lavin
WILLIAMS
NOMINEES [] Jansen Noyes III
-------------------------
[] FOR L. BARRY
TEAGUE
[] WITHHOLD
AUTHORITY FOR
L. BARRY TEAGUE
[] FOR ALL 3. In his discretion, John A.
WILLIAMS Williams, as Proxy
NOMINEES EXCEPT Representative, is authorized to
(See instruction below) vote upon such other business
as may properly come before
the Annual Meeting or any
adjournment, postponement or
rescheduling thereof.
INSTRUCTION:To withhold authority to vote for any individual Williams
nominee(s), mark "FOR ALL WILLIAMS NOMINEES EXCEPT" and fill in the
circle next to each nominee you wish to withhold, as shown here: (x)
THIS PROXY WILL BE VOTED AS
SPECIFIED. IF A CHOICE IS NOT
SPECIFIED, THIS PROXY WILL BE VOTED
FOR MR. WILLIAMS' NOMINEES AND FOR L.
BARRY TEAGUE AS DIRECTORS
FOR TERMS EXPIRING AS DESCRIBED IN
THE ACCOMPANYING PROXY STATEMENT OF
MR. WILLIAMS, AND FOR PROPOSAL 2.
To change the address on your account, please check the box to the right and
indicate your new address in the address space above. Please note that changes
to registered name(s) on the account may not be submitted via this method. []
Signature: ____________________Date:________________
Signature: ____________________Date:________________
NOTE: This proxy must be signed exactly as the name appears hereon. When
shares are held jointly, each holder should sign. When signing as
executor, administrator, attorney, trustee or guardian, please give full
title as such. If the signer is a corporation, please sign full
corporate name by a duly authorized officer, giving full title as such.
If signer is a partnership, please sign in partnership name by a duly
authorized person.