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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
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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
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| | Soliciting Material Pursuant to Rule 14a-12
Post Properties, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[Post Properties Logo]
For Immediate Release
Contact: Judith Wilkinson/Nina Covalesky PRESS RELEASE
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
Post Properties Comments on John Williams' Proxy Fight
ATLANTA, April 16, 2003 - Post Properties, Inc. (NYSE: PPS), an Atlanta-based
real estate investment trust, today issued a statement regarding its position
on the preliminary proxy statement filed by John Williams, Post's founder,
former chairman and former CEO, in which he states his intention to solicit
proxies in an effort to gain control of Post's Board of Directors. Mr.
Williams holds (and is eligible to vote) approximately 2.3% of Post's common
stock. The Company stated:
o Mr. Williams' recent legacy at Post is one of overly rapid
geographic expansion into unfamiliar markets, substantial
cost overruns and missed schedules on new developments with
lease-up rates below projections, and a series of quarterly
earnings disappointments beginning with Post's October 2,
2000 pre-announcement and continuing through 2001. Post's
total shareholder returns underperformed the multifamily
peer group (as identified by Mr. Williams) for the five-year
period prior to his resignation as CEO.
o Under David Stockert's leadership, the current management is
proactively working to address the challenges created during
Mr. Williams' tenure as CEO and is committed to delivering
improved operating performance and future growth.
- Since last July, Post's property management team, with
over 100 years of combined multifamily experience, has
improved its relative same-property operating
performance in Atlanta and Dallas, its two largest
markets.
- The Company continues to reduce overhead and property
operating costs.
- The Company is committed to continuing to build the
Post brand by ensuring the quality of its properties.
In Post's most recent independently conducted resident
survey, the Company received the highest overall
rating for resident satisfaction that it has received
in the last two years.
- The Company continues to selectively sell assets in a
highly competitive auction format in order to dispose
of non-strategic properties, exit certain single-asset
markets and strengthen the balance sheet.
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o Mr. Williams' departure as CEO and Chairman was directly
correlated to his failure to plan for the future and his
reluctance to relinquish authority. Now, through his proxy
contest, he is trying to undermine his appointed successor
in order to regain control of Post. If Mr. Williams succeeds
it is unlikely that the Company would be able to attract
qualified management in the future.
o As a major unitholder, Mr. Williams faces tax considerations
that are not shared by holders of common stock. For example,
upon the sale of certain properties, unitholders like Mr.
Williams could incur substantial tax liabilities without
receiving corresponding cash distributions. Unitholders
could also face unfavorable tax consequences in the case of
the sale of the Company. These tax considerations result in
a potential misalignment of interest between unitholders and
the holders of Post common stock.
o Mr. Williams appears unable to distinguish between his own
needs and those of the Company and its shareholders. In this
regard, the Company recently received a third-party
preliminary acquisition inquiry - at only a slight premium -
which stated that it could accommodate the unitholders with
special tax-deferred arrangements. The Board, other than Mr.
Williams, decided that this inquiry did not warrant further
pursuit. It was not surprising that Mr. Williams, the
Company's largest unitholder, was the only board member with
an interest in pursuing the inquiry.
o This proxy contest is about the long-term future of Post
Properties. The current Board and management strongly
believe that Post must be run like any other public company
- for the benefit of all shareholders - and are committed to
doing just that.
Robert C. Goddard III, Chairman of the Board of Directors of Post Properties,
said, "Members of this Board have longstanding personal and professional
relationships with John Williams and several have served with him on Post's
Board for many years. Notwithstanding Mr. Williams' many contributions to Post
over the years, the Board has been dismayed by his failure to constructively
support a transition to new leadership and his persistent efforts to undermine
current management. Under Dave Stockert's leadership, the Board is confident
that Post is now moving in the right direction. If Mr. Williams intends to
solicit proxies, we are happy to put management's track record and plan up
against his and let the shareholders decide. We look forward to moving beyond
the distraction of Mr. Williams' proxy contest, and to delivering on Post's
potential and enhancing value for all Post shareholders."
The Company also announced today that in connection with the proxy fight, it
has retained Merrill Lynch & Co. as its financial advisor, Skadden, Arps,
Slate, Meagher & Flom LLP as its legal advisor and Innisfree M&A Incorporated
as its proxy solicitor.
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The Company and certain other persons may be deemed participants in the
solicitation of proxies from shareholders in connection with the Company's
2003 Annual Meeting of Shareholders. Information concerning such participants
is available in the Company's Proxy Statement filed with the Securities and
Exchange Commission on April 4, 2003. Shareholders are advised to read the
Company's Proxy Statement and other relevant documents when they become
available, because they will contain important information. Shareholders may
obtain, free of charge, copies of the Company's Proxy Statement and any other
documents filed by the Company with the SEC in connection with the 2003 Annual
Meeting of Shareholders at the SEC's website at (http://www.sec.gov/) or by
contacting Innisfree M&A Incorporated toll-free at 1-888-750-5834.
Certain statements made in this press release and other written or oral
statements made by or on behalf of the Company may constitute "forward-looking
statements" within the meaning of the federal securities laws. Statements
regarding future events and developments and the Company's future performance,
as well as management's expectations, beliefs, intentions, plans, estimates or
projections relating to the future, are forward-looking statements within the
meaning of these laws. Management believes that these forward-looking
statements are reasonable; however, you should not place undue reliance on
such statements. These statements are based on current expectations and speak
only as of the date of such statements. The Company undertakes no obligation
to publicly update or revise any forward-looking statement, whether as a
result of future events, new information or otherwise. Important risk factors
regarding the Company are included under the caption "Risk Factors" in the
Company's Annual Report on Form 10-K for the year ended December 31, 2002 and
may be discussed in subsequent filings with the SEC.
Post Properties, Inc., a leading developer and operator of upscale apartment
communities in the United States, pioneered building and branding resort-style
garden apartments for more than 30 years. Post now also focuses on the
creation of high-quality, high-density, live-work-walk neighborhoods in infill
locations in major urban markets. The Company has been recognized locally,
nationally and internationally for building better neighborhoods and the
preservation of historic buildings. Operating as a self-administered and
self-managed equity real estate investment trust (REIT), the Company's primary
business consists of developing and managing Post(R) brand-name apartment
communities.
Nationwide, Post Properties owns approximately 30,080 apartment homes in 80
communities, including 1,256 units currently under development.
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