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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
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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 ANNOUNCES MAJOR CORPORATE GOVERNANCE INITIATIVES
Company Commits To Eliminate Classified Board,
Restrict Use Of Rights Plans And Not Use Georgia Anti-takeover Law
ATLANTA, April 28, 2003 - Post Properties, Inc. (NYSE: PPS), an Atlanta-based
real estate investment trust, today announced three major initiatives which
underscore its commitment to excellence in corporate governance. These
initiatives, which serve to further empower shareholders, are:
>> Elimination of Classified Board: Post is committing to eliminate its
existing classified board structure, and at next year's annual meeting
will ask shareholders to vote to do so. Currently, Post directors are
elected to three-year terms in office.
>> Restriction on Shareholder Rights Plan: Post does not have a shareholder
rights plan, commonly known as a "poison pill." Post is committing that
it will not adopt any such rights plan in the future without the approval
of shareholders unless the rights plan has a short "sunset" provision.
Under the "sunset" provision, the rights plan by its terms would expire
in 9 months, enough time to give the Board the opportunity to pursue all
alternatives and secure the best result for shareholders.
>> Avoidance of Georgia Anti-Takeover Law: Post is committing that it will
not opt into the coverage of the Georgia Anti-Takeover Law without
shareholder approval. The Georgia Anti-Takeover Law contains various
provisions that could restrict mergers and other business combinations.
Robert C. Goddard III, Chairman of the Board of Directors of Post Properties,
said, "With today's announcement, Post's shareholders should have no doubt
that the Board is fully committed to the highest standards of corporate
governance. The initiatives we announced today give shareholders, the true
owners of Post, greater control over the direction of this Company, and
therefore, over their investment. The Board remains focused on putting Post on
the right course to improve shareholder value."
Certain statements made in this letter 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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