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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
EDWARD LOWENTHAL
CRAIG G. VOUGHT
WILLIAM A. PARKER, JR.
J.C. SHAW
(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 May 7, 2003]
PROTECT YOUR POST PROPERTIES INVESTMENT
VOTE GOLD To RESTORE SHAREHOLDER VALUE
May 7, 2003
Dear Post Properties Shareholders:
Just over thirty years ago, we met John Williams, who told us about his plans to
build a company called Post Properties. John had done his homework and his
dedication to excellence was clear. The Post Properties name was soon synonymous
with quality and its reputation for high standards became well known in the
industry.
We chose to become two of the original investors of Post Properties because we
believed in John Williams' vision. We still do today.
Since its founding, we have watched Post grow and have seen it succeed. Along
with other shareholders, we have participated in its success and benefited from
John's leadership.
We recognize the real estate market is going through tough times, but we've seen
the shape Post is in relative to its competitors. We are disappointed with
Post's poor performance. Now more than ever, Post needs strong and experienced
leadership. Sadly, we don't believe the current Board and management are up to
the task.
In the mid-1970's, the early 1980's and again in the early 1990's, the Company
was subjected to difficult economic times. In each case, John Williams'
leadership brought the Company through those times successfully.
Since we met him, we have gotten to know John on a very personal basis as well
as a professional one. We can honestly say that he is a person of the highest
moral character, totally trustworthy and dependable, and has always delivered on
what he has committed.
As original Directors and now as the only two Directors Emeritus of the Company,
we are committed to preserving its reputation as one of the top apartment
companies in the nation. We owe that to our associates and our customers, and
most of all to YOU, the Company's owners.
We believe, through their respective national reputations, the nominees for the
Board of Directors proposed by John, and Ed Lowenthal, the well-qualified CEO
candidate they have nominated, are tremendous businessmen with considerable real
estate experience. They are committed to quality and determined to help build
value for all Post shareholders.
We strongly support John and his efforts to bring about changes at Post to
improve its performance and protect its future and have granted him our proxies
<page>
to vote in favor of his slate of independent nominees at the Annual Meeting of
Shareholders on May 22nd 2003.
Remember, the future of Post Properties is in your hands and your vote is
important. We urge you to vote your GOLD proxy card in support of these
outstanding people.
Sincerely yours,
/s/ J.C. Shaw
/s/ William A. Parker
William A. Parker and J.C (Bud) Shaw
Mssrs. Parker and Shaw were original directors and are longtime shareholders of
Post Properties. They are the only two Directors Emeritus of the Company.
Mr. Parker was President of Beck & Gregg Industries and its predecessor company
from 1963-77 and is chairman of Comanche Investment Co. He has been a Director
of a number of public companies, including Genuine Parts Co. (1969-98), The
Southern Company (1973-98), Georgia Power Company (1965-77), ING America Life
Insurance Co./Life Insurance Company of Georgia (1965-96), Haverty Furniture
Companies (1987-98) and First Union Real Estate Investment Trust (1969-94).
Mr. Shaw was co-Founder and Chairman of Shaw Industries, the largest carpet
manufacturer in the world, until 1995; the company went public in 1971. In
January 2001, Shaw Industries was sold to Berkshire Hathaway Inc. Mr. Shaw was a
Trustee of Georgia Institute of Technology and now serves as Trustee Emeritus.
He was past Chairman of the University's National Advisory Board and recipient
of the Total Person Award.
Both gentlemen have served as a trustee/director of numerous foundations and
civic organizations.
<page>
PROTECT YOUR POST PROPERTIES INVESTMENT
VOTE GOLD To RESTORE SHAREHOLDER VALUE
TEXT OF LETTER TO THE BOARD OF DIRECTORS OF POST PROPERTIES FROM JOHN WILLIAMS
FEBRUARY 20, 2003
To the Board of Directors of Post Properties, Inc.:
As Chairman, I want to welcome everyone to today's board meeting. We have a
lot of regular business issues to discuss today, as well as the special item
that we talked about last night - the GID proposal to acquire our company. For a
long time, I have discussed with you, both formally and informally, my concerns
about the operations of the company, current economic conditions, and our
declining stock value. Against this background, and in light of the GID
proposal, it is worth reemphasizing what I have said in the past: that it is our
duty and obligation as directors of the company to always seek to maximize the
full value of our company for our shareholders and unitholders, to the exclusion
of any other interest.
We now have an unsolicited offer letter from GID proposing a business
combination between GID and Post Properties. It is incumbent on us to seriously
consider this proposal as well as to explore all avenues open to us in order to
maximize our value for our shareholders. We must avoid taking action that would
be perceived as entrenching the management and directors or otherwise being
motivated by parochial concerns of management or the board. Any action taken in
response to or following an acquisition proposal would be subject to a high
level of scrutiny, and will send a strong signal to our shareholders and
unitholders of our attitude toward them and our stewardship of the company. This
is particularly true in today's environment of very sensitive scrutiny of
corporate governance.
Amending our bylaws in the manner previously proposed is the very type of
action that is inappropriate at this time. Such action will inevitably damage
our company's and our own reputations and lead to significant shareholder,
unitholder and other criticism of our company and the board.
[Sentence omitted.]
The amendments will be perceived as entrenchment devices designed to
deprive the shareholders of an opportunity to consider proposals for the
company. Further, there has not been adequate time for consideration and
deliberation, nor does the board have the benefit of sufficient analytic or
explanatory materials from the company's management or its counsel as to the
rationale for, or the effect of, the proposed bylaw amendments. Nor should the
board at this time adopt other defensive strategies or disrupt the company with
management changes.
<page>
Clearly, the best way to explore enhancing shareholder and unitholder value
is by forming a special committee of independent directors to consider
alternatives and to recommend to the board a course of action which will enhance
shareholder value. This committee's members should not include management
directors, partners in our operating partnership, or directors affiliated with
our outside legal firm. The committee should be composed of independent
directors whose recommendation to this board will unquestionably be solely in
the interest of our shareholders and unitholders. Of course, none of this is to
suggest that we should or will accept GID's proposal; indeed, other, more
attractive proposals may well be forthcoming. The important thing is that the
board should act to create a level playing field in which the most attractive
transaction, best for all shareholders and unitholders, can emerge.
Our company, whatever setbacks we may have recently faced, remains a fine
business of which we all can be proud. Regardless of any differences of opinion
we may have, I hope we can all agree that the only appropriate course in our
continued stewardship of the company is to act without fear or favor in the
interests of all of the shareholders and unitholders. And I trust that we will.
Sincerely yours,
/S/ John A. Williams
John A. Williams
Chairman of the Board
WHEREAS, the Board of Directors has determined that it is in the best
interests of Post Properties, Inc. (the "Company") and its shareholders to
establish an independent special committee of the Board to explore alternatives
to enhance shareholder value;
RESOLVED, the Board of Directors hereby establishes an Independent Special
Committee of the Board to explore all alternatives to enhance shareholder value,
and which shall have the authority to investigate and make recommendations to
the Board regarding any proposal whether originating in the Committee or
presented to the Company or Committee by any person, including any proposal
regarding any business combination transaction with the Company and its
affiliates, to make recommendations regarding the terms of any such
alternatives, and to engage independent legal counsel and financial advisers to
assist the committee in such activities, and to report back to the Board as to
its progress during March, 2003, and regularly thereafter. The members of such
Committee are Messrs. ____________, ____________, and____________.
<page>
PROTECT YOUR POST PROPERTIES INVESTMENT
VOTE GOLD To RESTORE SHAREHOLDER VALUE
FROM THE LETTER TO THE BOARD OF DIRECTORS OF POST PROPERTIES FROM JOHN WILLIAMS
APRIL 22, 2003
VIA FACSIMILE
- -------------
The Board of Directors
Post Properties, Inc.
4401 Northside Parkway, Northwest
Atlanta, Georgia 30327-3057
Gentlemen:
The Board of Directors of Post Properties, Inc....is preventing my
exercise of [the] duties imposed on each of us under Georgia law. [Sentence
omitted]
Prior to the Board meeting, I had inquired as to the termination of Greg
Fox and Doug Gray. Instead of a full response, Mr. Stockert simply stated that
some time toward the end of the week of March 31st, he and Mr. Goddard talked
with Messrs. Fox and Gray "about making changes in their areas of the business"
because "we felt we needed to upgrade those positions." We were then told for
the first time in our April 14th Board meeting that Messrs. Goddard and Stockert
"committed to" Messrs. Fox and Gray to have the basic business terms of their
severance agreements worked out by them by April 4th. Mr. Stockert stated that
he and Mr. Goddard did just that. No meeting of the Board of Directors was held,
no meeting of the Compensation Committee or other committee of the Board was
held with respect to this matter, and the Board was not even notified that two
key executive officers had been summarily fired.
You will recall that, at our Board meeting last Monday, Mr. Stockert
outlined to us for the first time the terms that he and Mr. Goddard agreed to
with Messrs. Fox and Gray. I asked what their total severance packages were. Mr.
Stockert outlined the packages, which included forgiveness of loans to both
Messrs. Fox and Gray (according to the Company's latest proxy statement, the
outstanding loans were $810,000 for Mr. Fox and $500,000 for Mr. Gray) and I
stated that I believed that those settlements were substantially more than
others had been paid. In response to that question by me, Mr. Rice stated that
he had asked the same question of Mr. Stockert. Mr. Stockert stated that the
settlements with Messrs. Fox and Gray were "consistent" with what had been done
for others. He stated that he had looked at what Post did for Byron Carlock,
Terry Chapman and "other folks that we have laid off in the last couple of
years." I pressed Mr. Stockert further and said that I did not think that Terry
Chapman or others got a release from their respective loans. Mr. Stockert
specifically stated, "No, we are settling Mr. Chapman's loan the same way that
we are proposing here." He stated that Mr. Gray's package had the same
structure.
The Board of Directors
April 22, 2003
Page 2
The last five senior executives to leave the Company were Jeff Harris, Dan
Faulk, Bill Leseman, Byron Carlock, and Terry Chapman. Messrs Harris, Faulk,
Leseman, Carlock and Chapman had tenures with the Company of 16, 15, 13, 2 and
29 years, respectively. Upon termination, each of these executives had
substantial outstanding loans where forgiveness was not granted, but to the
contrary, the respective executives either repaid or are expected to repay their
respective loans in full. Messrs. Harris, Faulk, Leseman, Carlock and Chapman
had outstanding at the time of their respective terminations, loan amounts of
$1,000,000; $1000,000; $250,000; $1,000,000 and $250,000, respectively. I note,
however, that the Board forgave outstanding amounts under previous unrelated
loans to each of Messrs. Harris and Carlock at the time of their termination.
Contrary to what we were told at out Board meeting by Mr. Stockert, the
severance packages to Messrs. Fox and Gray, based upon their tenures of seven
and six years, respectively, are grossly inconsistent and shameful when compared
to the severance packages of the above persons.
I again respectfully request an immediate, independent investigation into
the firings of Messrs. Fox and Gray (and any other recent terminations of
executive officers), and a report of that investigation back to all of us. As
part of that investigation and report, please specifically answer the following
questions:
o Why, in detail, were Messrs. Fox and Gray fired?
o What authority did Mr. Goodard have to terminate either Mr. Fox or
Mr. Gray without Board approval? Were any directors consulted over
these terminations? If so, who was consulted, when and what are
the details of those discussions?
o Why was the Board not immediately notified of such a dramatic and
important corporate matter as the firing of the Chief Financial
Officer and an Executive Vice President once it occurred?
o Why were the public shareholders not informed of these firings until
the evening of April 9th, approximately a week subsequent to the
firings, and then only after my letter of April 9th to the Board?
The Board of Directors
April 22, 2003
Page 3
o Why were the severance packages for Messrs. Fox and Gray so
[generous] compared to the recently terminated executives named
above? At any time during the negotiations with Messrs. Fox and Gray
regarding their respective severance agreements, did either
Messrs. Goddard or Stockert consult with John Glover (or any
other director) concerning these severance agreements and, if so,
I request that the details of those discussions be provided to
all directors.
o Has a search firm been engaged to assist the Company in replacing
Messrs. Fox and/or Gray? If so, when, what are the parameters, and
for what fee? Will the search for a CFO focus only on candidates
with public company experience?
o [Sentence omitted]
o Is there any truth to the rumor that John Mears, an Executive Vice
President of the Company, has also been terminated or will otherwise
be leaving the Company in the near future with a negotiated
severance package? If so, when was Mr. Mears terminated, by whom,
upon what authority, and for what reasons? Also, what are the terms
or proposed terms of Mr. Mears' severance package?
Some of you and the Company have asserted that I am "meddling" and asking
too many questions. I categorically deny those assertions. Each of us has a duty
to the shareholders to ask questions, to insist on openness in our governance,
and to remain informed as to what is going on at Post Properties.
Sincerely yours,
/S/ John A. Williams
John A. Williams
cc: Mr. William A. Parker, Jr.
Mr. J. C. (Bud) Shaw
<page>
PROTECT YOUR POST PROPERTIES INVESTMENT
VOTE GOLD To RESTORE SHAREHOLDER VALUE
KEY QUESTIONS FOR POST'S BOARD AND MANAGEMENT
SHAREHOLDERS DESERVE ANSWERS
Updated May 7, 2003
1. Why are you accusing John Williams of a conflict of interest with respect
to his partnership unit holdings while John Glover and Barry Teague, two
other directors of Post Properties, hold a comparable or even greater
percentage of their Post investment in the form of partnership units?
2. Will Glover and Teague join John Williams in pledging to vote all of their
shares and partnership units in favor of an all-cash offer approved by an
independent Special Committee of the Board, regardless of any tax
consequences to them?
3. Why didn't you explore the $26 proposal received from GID on March 14,
2003?
4. Can you explain your financial analysis justifying your rejection of GID's
offer, and your refusal to take them up on their willingness to explore
paying potentially more?
5. Given your refusal to explore GID's 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 per share offer? How long
should shareholders wait for this restoration of value?
6. 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?
7. Is Post considering a new compensation arrangement for Bob Goddard? If so,
what are the details?
8. 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? Shouldn't shareholders have this material
information before the vote?
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 did they receive generous
severance packages? Are they required, as part of their severance
payments, not to discuss the circumstances of their termination? Why
would the company fire Gray only months after promoting him to
Executive Vice President?
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_ percent cap on salary increases?
11. 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?
12. 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?
13. Is it true, as we have heard from sources within Post as well as from
outside investors, 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
Postshareholders?