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
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|_| Preliminary Proxy Statement |_| Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|X| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-12
POST PROPERTIES, INC.
(Name Of Registrant As Specified In Its Charter)
JOHN A. WILLIAMS
ROY E. BARNES
FRANCIS L. BRYANT, JR.
PAUL J. DOLINOY
THOMAS J.A. LAVIN
GEORGE R. PUSKAR
(Name Of Person(s) Filing Proxy Statement, If Other Than The Registrant)
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For Immediate Release
Contacts:
MEDIA INVESTORS
Jeremy Fielding/Kimberly Kriger Larry Dennedy/Bob Marese
Kekst and Company MacKenzie Partners, Inc.
212-521-4800 212-929-5500
JOHN A. WILLIAMS FORMALLY COMMENCES PROXY CONTEST, MAILS
PROXY MATERIALS AND GOLD PROXY CARD TO POST PROPERTIES
SHAREHOLDERS
MR. WILLIAMS SAYS MANAGEMENT FAILED TO PROVIDE ADEQUATE DISCLOSURE TO
SHAREHOLDERS
ATLANTA, April 28, John A. Williams, founder, largest equity holder and director
of Post Properties, Inc. (NYSE:PPS) today announced the mailing of his proxy
materials and gold proxy card to Post shareholders. Mr. Williams is urging
shareholders to vote for a slate of independent director nominees at the Annual
Meeting of Shareholders on May 22, 2003. Separately, Mr. Williams and the
independent director nominees raised serious questions today about management's
failure to provide shareholders with important information about a number of
events at the company.
Mr. Williams said, "The incumbent Board and management just don't get it. They
act like this is their company, not the shareholders'. Management has withheld
critical information from shareholders - delaying announcements,
mischaracterizing strategic opportunities, and veiling financial facts behind a
smokescreen of words. They have also failed to outline for shareholders how they
intend to enhance shareholder value, improve operating performance and raise the
standard of corporate governance at the company. Shareholders need to take
decisive action to protect the value of their investment in Post. I encourage my
fellow shareholders to act promptly and vote in favor of change at the company
by signing and mailing their gold proxy card."
Additionally, concern was expressed about the company's continued lack of
disclosure in providing shareholders with important explanations and pertinent
information:
o The company said that it had received a "preliminary acquisition inquiry --
at only a slight premium." (1)
MORE ACCURATELY, ON MARCH 14, 2003, THE COMPANY RECEIVED AN ALL-CASH, $26
PER SHARE OFFER - A PREMIUM OF OVER 13% -- FROM A REPUTABLE REAL ESTATE
INVESTMENT FIRM. THE LETTER EXPLICITLY STATED THAT THERE WAS NO
FINANCING CONTINGENCY TO THE OFFER, AND WITH THE COMPANY'S COOPERATION, THE
POTENTIAL BUYER MAY BE IN A POSITION TO INCREASE ITS OFFER PRICE. THE BOARD
REFUSED EVEN TO EXPLORE IT. (2)
o The company announced the terminations of Chief Financial Officer Greg Fox
and Executive Vice President Doug Gray on April 9, 2003. (3)
HOWEVER, GRAY TOLD THE MEDIA HE AND FOX WERE "BEING LET GO" 5 DAYS BEFORE
THE COMPANY INFORMED SHAREHOLDERS AND THE BOARD. THE COMPANY HAS NOT
PROVIDED A REASON FOR THEIR TERMINATION, AND HAS NOT NAMED A SUCCESSOR TO
EITHER POSITION. (4)
o The company reported that Fox and Gray's severance packages include a
"bonus equal to the sum of: (i) the remaining principal balance and
interest of any stock ownership loans made to each individual, less (ii)
the net proceeds from the sale of the stock purchased with the stock
ownership loan, plus (iii) the estimated tax liability resulting from such
bonus"(5)
HOWEVER, IN ADDITION TO THE BALANCE OF A $100,000 LOAN TO FOX SPECIFICALLY
MENTIONED BY THE COMPANY, ACCORDING TO EARLIER PROXY DISCLOSURES, FOX AND
GRAY HAD OUTSTANDING LOANS ORIGINALLY PROVIDED IN DECEMBER 1999, INCLUDING
ACCRUED INTEREST, OF APPROXIMATELY $904,000 AND $603,000, RESPECTIVELY, AS
OF MARCH 1, 2003, WHICH WERE ALSO FORGIVEN THROUGH ADDITIONAL BONUSES.
UNDER THE BONUS, SUCH FORGIVENESS IS INCREASED BY A RELATED STEP-UP TO
COVER TAX LIABILITY. (6)
WITH THAT STEP-UP, THE TOTAL COST OF THE RESPECTIVE LOAN FORGIVENESS TO FOX
AND GRAY WILL BE IN EXCESS OF $1,265,000 AND $844,000, RESPECTIVELY, FOR
THESE TWO EX-EMPLOYEES WHO HAD BEEN WITH THE COMPANY FOR LESS THAN 7 AND 6
YEARS, RESPECTIVELY. THESE AMOUNTS WOULD BE REDUCED IF FOX OR GRAY SELL
SHARES OF COMPANY STOCK AFTER MARCH 1, 2003 AND USE THE PROCEEDS TO REDUCE
THEIR LOAN BALANCES.
WITH THE ADDITIONAL BONUSES, BUT WITHOUT THE POSSIBLE IMPACT OF THE
"CHANGES OF CONTROL" (NOTED BELOW), THE TOTAL CASH SEVERANCE PAYMENTS TO
FOX AND GRAY WILL BE IN EXCESS OF $1,740,000 AND $1,160,000, RESPECTIVELY.
THESE BONUSES SEEM EXTREMELY GENEROUS AND ARE UNPRECEDENTED IN THE
COMPANY'S HISTORY.
ADDITIONALLY, UNDER THE SEVERANCE AGREEMENTS WITH FOX AND GRAY, if a
"CHANGE OF CONTROL" OF POST OCCURS PRIOR TO JULY 1, 2003, THE SEVERANCE
AGREEMENTS WILL BE CANCELLED AND FOX AND GRAY WILL INSTEAD BE ENTITLED TO
PAYMENTS UNDER EXISTING CHANGE OF CONTROL AGREEMENTS AS IF THEY HAD BEEN
TERMINATED "WITHOUT CAUSE." IF THEY WERE TERMINATED WITHOUT CAUSE AFTER A
CHANGE OF CONTROL, FOX AND GRAY WOULD BE ENTITLED TO RECEIVE, RESPECTIVELY,
AMONG OTHER THINGS, LUMP SUM PAYMENTS OF TRIPLE AND DOUBLE THEIR ANNUAL
SALARY AND BONUS, AND LOAN FORGIVENESS WITH AN INCOME TAX GROSS-UP.
THESE AMOUNTS ARE SUBSTANTIALLY GREATER THAN THOSE TO WHICH FOX AND GRAY
ARE ENTITLED UNDER THE SEVERANCE AGREEMENTS. (7)
IF THE INDEPENDENT DIRECTOR NOMINEES ARE ELECTED AT THE MAY 22, 2003 ANNUAL
MEETING, A CHANGE OF CONTROL COULD OCCUR, AND POST WOULD HAVE TO PAY ITS
TERMINATED EXECUTIVES SUBSTANTIALLY MORE THAN OTHERWISE. THERE IS NO
LEGITIMATE PURPOSE FOR INCLUDING THIS PROVISION IN THE SEVERANCE
AGREEMENTS.
EVEN THOUGH THE COMPANY ANNOUNCED FOX AND GRAY'S TERMINATION, IT EXTENDED
THEIR EMPLOYMENT TO JULY 1, 2003, SEEMINGLY TO ATTEMPT TO MAINTAIN
LUCRATIVE "CHANGE OF CONTROL" PACKAGES FOR THESE EX-EXECUTIVES.
o The company did not disclose John Glover's employment contract in the
initial proxy shareholders received from Post. (8)
HOWEVER, THE CONTRACT GLOVER ENJOYS - WHICH RUNS THROUGH 2016 - WAS ONLY
DISCLOSED IN POST'S AMENDED PROXY FOLLOWING OUR REQUEST FOR DISCLOSURE. (9)
o The company has also not disclosed whether Robert Goddard, the current
Chairman of the Board, has an employment contract or arrangement, even
though he has worked full-time at Post since the week of February 24, 2003.
(10)
DESPITE MR. WILLIAMS' REQUEST, THE COMPANY HAS FAILED TO PROVIDE DETAILS OF
GODDARD'S EMPLOYMENT AND FINANCIAL PACKAGE WITH POST. IS THE COMPANY
PLANNING TO WAIT UNTIL SOMETIME SUBSEQUENT TO THE SHAREHOLDER VOTE ON MAY
22, 2003 TO DISCLOSE THIS INFORMATION TO THE OWNERS OF THE COMPANY?
In a letter to Post shareholders that accompanied the proxy materials, Mr.
Williams said, "Post's Board and management don't appear to understand the
issues foremost in the minds of shareholders. They have devoted so much time and
attention to personal criticisms that they have not bothered to talk
substantively to you about the issues that really matter:
-- How are they going to enhance value for all shareholders? Measured against
a peer group of 16 companies, in 2002 Post's stock price performance and
total returns ranked DEAD LAST.
-- How are they planning for the future of our Company?
-- How are they going to improve operations that, measured against the same
peer group of 16 companies, ranked DEAD LAST in 2002 same store revenue
growth, same store NOI growth, G&A expense margin, and THIRD TO LAST in
same store occupancy?
-- When are they going to implement shareholder-friendly corporate governance,
consistent with new standards of behavior in corporate America?".
"I believe they have shown a disregard for their fiduciary responsibility to
restore and build value for all shareholders. If they have a strategy and
operating plan, it has not been working," Mr. Williams' letter continued.
Mr. Williams' proxy statement and other filings and information related to his
solicitation can be found at www.postshareholders.com.
------------------------
(1) Post Properties Press Release, April 16, 2003
(2) John Williams Schedule 14A, April 21, 2003
(3) Post Properties Press Release, April 9, 2003
(4) Atlanta Journal Constitution, April 24, 2003
(5) Post Properties amended Schedule 14A, April 23, 2003
(6) Post Properties Schedule 14A, April 4, 2003
(7) Post Properties Schedule 14A, April 4, 2003; Post Properties amended
Schedule 14A, April 23, 2003
(8) Post Properties Schedule 14A, April 4, 2003
(9) Post Properties amended Schedule 14A, April 23, 2003
(10) Post Properties Schedule 14A, April 4, 2003
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