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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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[ ] 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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[Letter dated April 24, 2003 from counsel for Post Properties, Inc. to
counsel for John Williams responding to letter dated April 22, 2003 from
John Williams to the Board of Directors of Post Properties, Inc.]
[Letterhead of Skadden, Arps, Slate, Meagher, & Flom LLP]
April 24, 2003
BY FAX
AND FEDERAL EXPRESS
Leonard A. Silverstein, Esq.
McKenna Long & Aldredge, LLP
303 Peachtree Street
Atlanta, Georgia 30308
Dear Len:
I am writing in connection with the letter dated April
22, 2003 (the "April 22 Letter") from your client, John Williams,
to members of the Board of Directors of my client, Post Properties,
Inc. (the "Company").
While the April 22 Letter is lengthy, it seems to focus
on two particular issues: first, Board approval of the departures
of Greg Fox and Doug Gray, and second, the Company's public
announcement of such departures. Let me respond to both.
With regard to the first issue, on April 14, 2003,
there was a telephonic meeting of the Company's Board of Directors.
With the exception of Arthur Blank, all directors (including Mr.
Williams) participated in the Board meeting. David Stockert, the
Company's Chief Executive Officer, discussed the status of the
departures of Messrs. Fox and Gray, and reviewed in detail the
termination arrangements being discussed with each of them. Mr.
Stockert also noted that prior to entering into termination
discussions with Messrs. Fox and Gray, he had consulted with each
member of the Board's Compensation Committee concerning their
departures and the proposed terms of their termination
arrangements. Mr. Stockert then responded to questions from the
directors, including Mr. Williams. Following Mr. Stockert's
presentation and Board discussion, all directors present, except
for Mr. Williams, approved resolutions delegating to Mr. Stockert
the authority to terminate the employment of Messrs. Fox and Gray,
ratified, confirmed and approved all actions previously taken by
Mr. Stockert in connection with such terminations, and delegated to
Mr. Stockert authority to negotiate severance/termination
agreements with Messrs. Fox and Gray on terms similar to those
described by Mr. Stockert to the Board at that meeting. Mr.
Williams voted against the resolutions, stating that he "objected
to the way this was handled."
Mr. Williams' assertion in the April 22 Letter that Mr.
Stockert and Bob Goddard, the Company's Chairman, "terminated Mr.
Fox [and] Mr. Gray without Board approval" is simply incorrect.
With regard to the second issue, I remind you that on
April 9, 2003, the Company issued a press release announcing that
Messrs. Fox and Gray would be leaving the Company shortly, and that
both had agreed to continue in their current roles until their
successors had been identified. This announcement was timely and
was made on April 9 because Mr. Williams, in an effort to
manufacture an issue and gain some perceived advantage in the proxy
contest, had been selectively leaking incorrect information to the
media.
Finally, the April 22 Letter cites certain "rumors" and
demands responses. I am sure you can understand that this is not a
productive use of anyone's time.
Sincerely,
/s/ Daniel E. Stoller
Daniel E. Stoller
cc: Mr. David P. Stockert
Mr. Robert C. Goddard, III
Ms. Sherry W. Cohen
John L. Latham, Esq.