SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
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|X| Soliciting Material Under Rule 14a-12
Post Properties, Inc.
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(Name of Registrant as Specified in Its Charter)
John A. Williams
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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
Williams Filing Criticizes Post Properties Board's Rejection of All Cash
Third Party Acquisition Proposal Without Exploration
Letter to Board Expresses Concerns about Transparency and Board Oversight of
Recent Termination of Executives
ATLANTA, April 22, 2003 - In an amended Schedule 14A filed yesterday, John A.
Williams, founder, largest equity holder and director of Post Properties, Inc.
(NYSE:PPS) raised questions about the company's handling of a bona fide
acquisition proposal it received last month. In the filing, Mr. Williams said
that he believed the Board was unwilling to explore all options to enhance
shareholder value, despite Post's receipt of a specific, all cash bid from a
highly qualified third party at a premium to the market price for Post's common
stock.
According to the Schedule 14A, "On March 14, 2003, Post Properties received a
letter from a reputable real estate investment firm proposing to pay $26 in cash
for each share of Post Properties common stock, representing an approximately
13% premium over the closing price of Post Properties common stock on that day,
and indicating that the firm was prepared to proceed without any financing
contingency. The potential buyer also stated that it believed that, after a due
diligence investigation including nonpublic information concerning Post
Properties, the buyer could be in a position to increase its offer price."
This proposal was not pursued by Post nor was it publicly disclosed until last
week, in a response to Mr. Williams' preliminary proxy filing, when the company
only partially disclosed the material facts, describing the initial offer as
representing "only a slight premium."
"This specific offer followed a letter Post Properties received on February 19,
2003 from the same potential acquiror, initially expressing its interest in a
possible acquisition of Post Properties at an unspecified premium to the
prevailing market price of Post Properties common stock. The proposal
contemplated a cash acquisition of Post Properties common stock, and
consideration of equivalent value, but offering the possibility of tax deferral
for holders of units in Post Apartment Homes, L.P.," continued Mr.
Williams' Schedule 14A.
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"In both instances, Mr. Williams urged the Post Properties Board to enter into
discussions with the potential acquiror, but the Board declined to do so," the
filing said. "Indeed, at the Board meeting held the day after receiving the
February 19, 2003 letter, Mr. Williams formally proposed the establishment of a
committee of independent directors to study all of Post Properties' strategic
alternatives, which would include the third party offer set forth in the
February 19, 2003 letter." Mr. Williams proposed that this independent committee
consist of directors who were not management, partners in the Company's
operating partnership, or directors affiliated with the Company's outside legal
firm. The filing continued, "...but the Board rejected this suggestion and
determined not to pursue discussions with the potential buyer."
Separately, Mr. Williams today again requested an immediate and independent
investigation into the lack of transparency and board oversight surrounding the
firings of the Company's Chief Financial Officer Greg Fox and Executive Vice
President Doug Gray. In a letter to the Post Board sent today, Mr. Williams said
that, in his opinion, management's actions have prevented directors from
exercising their fiduciary duties to act in the best interests of the Post
shareholders. Specifically, Mr. Williams cited:
o An unacceptable delay in informing directors and shareholders of such an
important corporate matter as the firings;
o Incomplete and evasive statements from senior management as to:
o The reasons for these dismissals
o The size and nature of the terms of the severance packages for the
terminated executives;
o An ongoing lack of information about whether replacements have been hired,
and what criteria have been or will be used to evaluate suitable candidates
for the two positions.
Mr. Williams said, "These two incidents are just further examples of why we
believe shareholders should elect independent directors who will implement
shareholder-friendly corporate governance, enhance shareholder value, and
improve operating performance."
Mr. Williams also noted that recent statements by Post suggesting that his
personal tax considerations are driving his support for the appointment of a
special committee of the board to explore a potential transaction were
ill-informed and untrue. In fact, Mr. Williams has undertaken long-term income
tax planning for many years, thereby lessening the impact to him of any
transaction involving units that he holds in Post's operating partnership. Mr.
Williams' advocacy of the sale of certain assets, or of exploring the possible
sale of the company, has consistently been driven by his aim of enhancing value
for all shareholders.
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Mr. Williams' proxy statement and other filings and information related to his
solicitation can be found at WWW.POSTSHAREHOLDERS.COM.
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IMPORTANT INFORMATION
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On April 7, 2003, Mr. Williams filed a preliminary proxy statement with the
Securities and Exchange Commission relating to his solicitation of proxies from
shareholders of Post Properties, Inc. with respect to Post Properties' 2003
Annual Meeting scheduled for May 22, 2003. The proxy statement was amended on
April 21, 2003. Mr. Williams will file with the Commission, and will furnish to
Post Properties shareholders, a definitive proxy statement regarding his
solicitation of proxies from Post Properties shareholders with respect to the
2003 Annual Meeting. Mr. Williams may also file additional proxy solicitation
materials. MR. WILLIAMS ADVISES ALL POST PROPERTIES SHAREHOLDERS TO READ THE
DEFINITIVE PROXY STATEMENT AND ANY ADDITIONAL PROXY SOLICITATION MATERIALS
CAREFULLY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Mr. Williams' preliminary proxy statement, as amended, is, and the
definitive proxy statement and any additional proxy solicitation materials will
be, available for free at the Securities and Exchange Commission's Internet web
site at www.sec.gov. You may also obtain a free copy of Mr. Williams' definitive
proxy statement, when it becomes available, and other relevant documents by
writing to MacKenzie Partners, Inc. toll-free at (800) 322-2885 or (212)
929-5500 or by email at PROXY@MACKENZIEPARTNERS.COM.
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PARTICIPANT INFORMATION
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Mr. Williams and his nominees for election to the board of directors of Post
Properties may be deemed to be participants in Mr. Williams' solicitation of
proxies with respect to the 2003 Annual Meeting of Post Properties. These
nominees are Roy E. Barnes, Francis L. Bryant, Jr., Paul J. Dolinoy, Thomas J.A.
Lavin, and George R. Puskar.
Mr. Williams and his nominees have interests in the solicitation of proxies with
respect to the 2003 Annual Meeting of Post Properties arising from their
beneficial ownership of the common stock of Post Properties. Mr. Williams also
receives customary compensation from Post Properties in exchange for his
services as a director and pursuant to his employment agreement with the
Company. If Mr. Williams and the director nominees are elected, and Mr. Williams
is elected as Chief Executive Officer, then he would accept a base salary as CEO
of $1 per year without any cash bonus or other cash payment in consideration of
his services. If elected, Mr. Williams' nominees will receive customary director
fees for their services as directors. Additional information with respect to the
beneficial ownership of shares of common stock of Post Properties by Mr.
Williams and his nominees is as follows: other than Mr. Williams, who owns
2,887,815 shares (including currently exercisable options and partnership units
convertible for common stock) and Mr. Puskar, who owns 3,000 shares, none of the
other nominees currently own shares in Post Properties.
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