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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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[The following materials were posted on WWW.POSTSHAREHOLDERS.COM
on April 29, 2003]
KEY QUESTIONS FOR POST'S BOARD AND MANAGEMENT
---------------------------------------------
SHAREHOLDERS DESERVE ANSWERS
1) Why don't you have a fiduciary duty to explore bona fide acquisition
proposals like the $26 proposal received on March 14, 2003?
2) Can you explain your financial analysis justifying your rejection of their
offer, and your refusal to take them up on their willingness to explore
paying potentially more?
3) Given your refusal to explore this proposal, what is your plan for
restoring operating performance to levels that will result in a share
price reflecting a meaningful premium to the $26.00 per share offer? How
long should shareholders wait for this restoration of value?
4) What revenue management programs will you put in place to stem the tide of
declining same store revenue, which remains the worst amongst a peer group
of 16 major publicly traded apartment companies?
5) How would you respond to the questions raised by independent analysts and
investors who are concerned that they believe Post's stock price will
decline if the independent slate is not elected? Will it go back to
$22.95, the closing price of Post shares on March 14, 2003, the day the
company received the bona fide acquisition proposal?
6) Why haven't we heard about the compensation package being negotiated for
Bob Goddard? Are you afraid to share that information with shareholders
before the annual meeting?
7) What qualifies Goddard for his leadership position - he has never held a
position of leadership in a public company, let alone a major publicly
traded apartment REIT - shareholders have a right to know this material
information before the vote?
8) Will you confirm or deny that employees feel some executives are using
intimidation tactics that they will be fired or will lose their jobs if
they vote in favor of the independent slate proposed by John Williams?
Will you confirm that employees will not face any reprisals based on how
they vote, and that their votes of their 401K plan shares will be kept
confidential as required by law?
9) Why have you refused to give any explanation for the firings of Greg Fox,
Chief Financial Officer and his direct report, Doug Gray, Executive Vice
President, responsible for asset acquisitions and dispositions, two of the
top six senior executives of the company? If their performance was so
unsatisfactory, why were their severance packages so rich? Are they
required, as part of their sweetheart payments, not to discuss the
circumstances of their termination?
10) How can you justify paying Fox, a fired employee, a severance package of
approximately $1.7 million, and Gray, another fired employee, over $1
million in a severance package, according to our estimates based on the
company's public disclosure? Is this also fair to associates of Post, who
have been forced to take a 2 1/2 percent cap on salary increases?
11) Do you think that conducting over $200 million in asset sales through just
one broker, with whom the company has no formal engagement documentation,
and no incentive or penalty clauses, demonstrates the company has no
proper oversight over the sale process? Why didn't the Board know about
this?
12) Is it true, as we have heard, that John Mears, EVP of Development and
another of the top six executives of the company, is leaving the company?
If so, why? If he, too, is gone, that will make 50% of the top management
leaving without proper explanation to shareholders. What are you hiding
from Post shareholders?