<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
Post Properties, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
[POST PROPERTIES, INC. LOGO]
April 10, 1997
Dear Shareholder:
You are cordially invited to attend the 1997 Annual Meeting of Shareholders
of Post Properties, Inc. to be held on May 22, 1997 at 3350 Cumberland Circle,
Suite 2200, Atlanta, Georgia 30339-3363. The meeting will begin promptly at 9:00
a.m., local time, and we hope that it will be possible for you to attend.
The items of business are listed in the following Notice of Annual Meeting
and are more fully addressed in the Proxy Statement provided herewith.
Please date, sign, and return your proxy card in the enclosed envelope at
your convenience to assure that your shares will be represented and voted at the
Annual Meeting even if you cannot attend. If you attend the Annual Meeting, you
may vote your shares in person even though you have previously signed and
returned your proxy.
On behalf of your Board of Directors, thank you for your continued support
and interest in Post Properties, Inc.
Sincerely,
/s/ John A. Williams
John A. Williams
Chairman of the Board and
Chief Executive Officer
<PAGE> 3
[POST PROPERTIES, INC. LOGO]
POST PROPERTIES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 22, 1997
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Post
Properties, Inc. will be held at 3350 Cumberland Circle, Suite 2200, Atlanta,
Georgia, on Thursday, May 22, 1997 at 9:00 a.m., local time, for the following
purposes:
(i) To elect two directors to serve until the 2000 Annual Meeting of
Shareholders; and
(ii) To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only the holders of record of Common Stock of the Company at the close of
business on March 19, 1997 are entitled to notice of and to vote at the Annual
Meeting of Shareholders and any adjournment thereof. A list of shareholders as
of the close of business on March 19, 1997, will be available at the Annual
Meeting of Shareholders for examination by any shareholder, his agent, or his
attorney.
Your attention is directed to the Proxy Statement provided with this
Notice.
By Order of the Board of Directors,
/s/ Sherry W. Cohen
Sherry W. Cohen
Senior Vice President and Secretary
Atlanta, Georgia
April 10, 1997
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE,
SIGN, AND DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE, WHICH DOES NOT REQUIRE ANY POSTAGE IF MAILED IN THE UNITED STATES. IF
YOU ATTEND THE MEETING, YOU MAY REVOKE THE PROXY AND VOTE YOUR SHARES IN PERSON.
<PAGE> 4
POST PROPERTIES, INC.
3350 CUMBERLAND CIRCLE, SUITE 2200
ATLANTA, GEORGIA 30339-3363
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 22, 1997
The 1997 Annual Meeting of Shareholders (the "Annual Meeting") of Post
Properties, Inc. (the "Company") will be held on May 22, 1997, for the purposes
set forth in the Notice of Annual Meeting of Shareholders attached hereto. The
enclosed form of proxy is solicited by the Board of Directors of the Company
(the "Board" or "Board of Directors") and the cost of the solicitation will be
borne by the Company. When the proxy is properly executed and returned, the
shares of Common Stock of the Company it represents will be voted as directed at
the Annual Meeting or any adjournment thereof or, if no direction is indicated,
such shares of Common Stock will be voted in favor of the proposals set forth in
the Notice of Annual Meeting of Shareholders attached hereto. Any shareholder
giving a proxy has the power to revoke it at any time before it is voted. All
proxies delivered pursuant to this solicitation are revokable at any time at the
option of the persons executing them by giving written notice to the Secretary
of the Company, by delivering a later-dated proxy or by voting in person at the
Annual Meeting.
Only holders of Common Stock of record as of the close of business on March
19, 1997 (the "record date") will be entitled to vote at the Annual Meeting. As
of that date, the Company had outstanding 21,958,319 shares of Common Stock.
Shareholders of record as of the close of business on March 19, 1997 are
entitled to one vote for each share of Common Stock held. No cumulative voting
rights are authorized and dissenters' rights for shareholders are not applicable
to the matters being proposed. It is anticipated that this Proxy Statement and
the accompanying proxy will first be mailed to holders of Common Stock of the
Company on or about April 10, 1997.
The presence in person or by proxy of holders of a majority of the shares
of Common Stock outstanding on the record date will constitute a quorum for the
transaction of business at the Annual Meeting or any adjournment thereof. The
affirmative vote of a plurality of the shares of Common Stock present in person
or by proxy and entitled to vote is required to elect directors. With respect to
any other matter that may properly come before the Annual Meeting, the approval
of any such matter would require a greater number of votes cast in favor of the
matter than the number of votes cast opposing such matter. Shares of Common
Stock held by nominees for beneficial owners will be counted for purposes of
determining whether a quorum is present if the nominee has the discretion to
vote on at least one of the matters presented even if the nominee may not
exercise discretionary voting power with respect to other matters and voting
instructions have not been received from the beneficial owner (a "broker
non-vote"). Broker non-votes will not be counted as votes for or against matters
presented for shareholder consideration, including the election of directors.
Abstentions with respect to a proposal are counted for purposes of establishing
a quorum. If a quorum is present, abstentions have no effect on the outcome of
any vote, including the election of directors.
ELECTION OF DIRECTORS
Under the Bylaws of the Company, the number of directors on the Board is
fixed at six, unless the Board authorizes another number of directors, but in
any case the Bylaws require at least three and no more than fifteen directors to
constitute a full Board. The Board has, from time to time, increased or
decreased the number of directors constituting a full Board in order to
accommodate appointments or resignations, respectively, of members of the Board.
The Bylaws divide the Board into three classes with the directors in each class
serving a term of three years. There are two directors, Herschel M. Bloom and
J.C. Shaw, who have been nominated to stand for reelection as directors at the
Annual Meeting. In addition to the two nominees, there are five other directors
continuing to serve on the Board, whose terms expire in 1998 and 1999.
<PAGE> 5
Except as otherwise provided herein, the proxy solicited hereby cannot be
voted for the election of a person to fill a directorship for which no nominee
is named in this Proxy Statement. The Board has no reason to believe that any of
the nominees for the office of director will be unavailable for election as a
director. However, if at the time of the Annual Meeting any of the nominees
should be unable to serve or, for good cause, will not serve, the persons named
in the proxy will vote as recommended by the Board to elect substitute nominees
recommended by the Board. In no event, however, can a proxy be voted to elect
more than two directors.
The following list sets forth the names of the two nominees for reelection
to the Board to serve until the Annual Meeting of Shareholders in 2000, or until
their successors are duly elected and qualified. Such list also contains, as to
each nominee and incumbent director, certain biographical information, a brief
description of principal occupation and business experience during the past five
years, directorships of companies (other than the Company) presently held, and
certain other information, which information has been furnished by the
respective individuals.
NOMINEES FOR ELECTION -- TERM EXPIRING 1997
Herschel M. Bloom has been a director of the Company since May 1994. Mr.
Bloom is currently, and has been for more than five years, a partner in the law
firm of King & Spalding, which has represented the Company since 1971. Mr. Bloom
is also a director of Russell Corporation. Mr. Bloom is 54 years old.
J.C. Shaw has been a director of the Company since July 1993. Mr. Shaw is
currently, and has been for more than five years, Chairman Emeritus of the Board
of Shaw Industries, Inc., a carpet manufacturer. Mr. Shaw is 67 years old.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR HERSCHEL M. BLOOM AND J.C. SHAW
TO HOLD OFFICE UNTIL THE ANNUAL MEETING OF SHAREHOLDERS IN 2000 OR UNTIL THEIR
SUCCESSORS ARE DULY ELECTED AND QUALIFIED.
INCUMBENT DIRECTORS -- TERM EXPIRING 1998
Arthur M. Blank has been a director of the Company since May 1994. Mr.
Blank has been President, Chief Operating Officer and a director of The Home
Depot, Inc. since it was founded in 1978. Mr. Blank is also a director of Cox
Enterprises, Inc. Mr. Blank is 54 years old.
John T. Glover has been a director of the Company since 1984. Mr. Glover
joined the Company in 1984 and since that time has acted as its President, Chief
Operating Officer and Treasurer. Mr. Glover is a director of Haverty's Furniture
Companies, Inc., SunTrust Bank of Georgia, Inc. and SunTrust Bank, Atlanta. In
addition, he is a member of the Board of Governors of the National Association
of Real Estate Investment Trusts and a member of the board of directors of the
National Realty Committee and the National Multi-Housing Council. Mr. Glover is
50 years old.
William A. Parker, Jr. has been a director of the Company since July 1993.
Mr. Parker is currently the Chairman of the Board of Directors of Seminole
Investment Company, L.L.C., a private business engaged in investments and for at
least five years prior thereto was Chairman of the Board of Directors of a
private business engaged in investments. He is also a director of Genuine Parts
Company, Georgia Power Company, Haverty Furniture Companies, Inc. and The
Southern Company. Mr. Parker is 69 years old.
INCUMBENT DIRECTORS -- TERM EXPIRING 1999
Russell R. French has been a director of the Company since July 1993. Mr.
French is currently, and has been for more than five years, a general partner of
Moseley & Co. I and II and a member of Moseley & Co. III, each of which is the
general partner or manager of a venture capital fund. Mr. French is 51 years
old.
John A. Williams has been a director of the Company since its inception in
1971. Mr. Williams is the Chairman of the Board and Chief Executive Officer of
the Company. Mr. Williams founded the business of the Company in 1971 and since
that time has acted as Chairman and Chief Executive Officer. Mr. Williams is
also a director of Barnett Banks, Inc., Crawford & Company and the Atlanta
Regional Commission. Mr. Williams is 54 years old.
2
<PAGE> 6
MEETINGS OF THE BOARD OF DIRECTORS
During 1996, the Board held six regular meetings. All of the directors
attended at least 75% of all Board and committee meetings in 1996.
COMMITTEES OF THE BOARD OF DIRECTORS
Audit Committee. The Board of Directors has established an Audit Committee
that consists of Messrs. Bloom, French and Parker. Mr. Parker is chairman of the
Committee. The Audit Committee is responsible for recommending to the Board the
firm to be employed as independent auditors of the Company, reviewing with the
independent auditor the Company's financial statements and internal accounting
controls and the plans and results of the audit engagement, approving the
professional services provided by the independent auditor, reviewing the
independence of the independent auditor, considering the range of audit and
non-audit fees and reviewing the adequacy of the Company's internal accounting
controls. During 1996, the Audit Committee held one meeting.
Compensation Committee. The Board of Directors has established an
Executive Compensation Committee (the "Compensation Committee") that consists of
Mrs. Virginia C. Crawford (whose term as a director expires at the Annual
Meeting) and Messrs. Blank and Shaw. Mr. Shaw is chairman of the Committee. The
Compensation Committee is responsible for making recommendations, at least
annually, to the Board of Directors regarding the policies of the Company
relating to, and the amounts and terms of, all compensation of executive
officers of the Company and administering and discharging in full the authority
of the Board with respect to the Employee Stock Plan and the Profit Sharing
Plan. During 1996, the Compensation Committee held two meetings.
The Company does not have a nominating committee.
COMPENSATION OF DIRECTORS
The Company pays its directors who are not employees of the Company fees
for their services as directors. Directors receive annual compensation of
$12,000 plus a fee of $500 for attendance (in person or by telephone) at each
meeting of the Board of Directors, but not for committee meetings. Directors are
reimbursed for all out-of-pocket expenses incurred in attending all Board and
committee meetings.
Messrs. French, Parker and Shaw, upon joining the Board of Directors, each
received an initial grant of options to purchase 361 shares of Common Stock and,
on December 31, 1994, 1995 and 1996, each received a grant of options to
purchase 318, 314 and 248 shares of Common Stock, respectively. Messrs. Blank
and Bloom, upon joining the Board of Directors, each received an initial grant
of options to purchase 314 shares of Common Stock and, on December 31, 1995 and
1996, each received a grant of options to purchase 314 and 248 shares of Common
Stock, respectively. Historically, each director who was serving as such on
December 31 of each year and who had served as such for more than one year, on
each December 31, automatically received a grant of options to purchase that
number of shares of Common Stock determined by dividing $10,000 by the fair
market value per share of the Common Stock on the date of grant of such option
at an exercise price equal to 100% of the fair market value of the Common Stock
on the date of grant of such option. As of February 20, 1997, each director who
is serving as such on December 31 of each year and who has served as such for
more than one year will, on each December 31, automatically receive a grant of
options to purchase 1,000 shares of Common Stock at an exercise price equal to
100% of the fair market value of the Common Stock on the date of grant of such
option. In the event of a change of control of the Company, the Board may
unilaterally cancel a director's option to purchase Common Stock as of any date
to the extent then unexercised after advance written notice to each affected
director.
3
<PAGE> 7
COMMON STOCK OWNERSHIP BY MANAGEMENT AND PRINCIPAL SHAREHOLDERS
The following table sets forth the beneficial ownership of shares of Common
Stock as of March 19, 1997 for (i) directors of the Company, (ii) the Chief
Executive Officer and each of the four other most highly compensated executive
officers of the Company (collectively the "Named Executive Officers"), (iii) the
directors and executive officers of the Company as a group and (iv) each person
who is a shareholder of the Company holding more than a 5% interest in the
Company. Unless otherwise indicated in the footnotes, all of such interests are
owned directly, and the indicated person or entity has sole voting and
disposition power. The number of shares of Common Stock represents (a) the
number of shares of Common Stock the person beneficially owns plus (b) the
number of shares of Common Stock issuable upon exercise of currently outstanding
options plus (c) the number of shares of Common Stock into which Units of
limited partnership interests in Post Apartment Homes, L.P. ("Units")
beneficially owned by the person are redeemable (if the Company elects to issue
shares of Common Stock rather than pay cash upon such redemption).
<TABLE>
<CAPTION>
NUMBER
OF SHARES
BENEFICIALLY
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED PERCENT OF CLASS(1)
- ------------------------------------ ------------- -------------------
<S> <C> <C>
DIRECTORS AND EXECUTIVE OFFICERS
John A. Williams(2)......................................... 2,914,221 12.2%
John T. Glover(3)........................................... 1,155,801 5.1%
W. Daniel Faulk, Jr.(4)..................................... 210,678 *
Jeffrey A. Harris(5)........................................ 76,277 *
Timothy A. Peterson(6)...................................... 36,095 *
3350 Cumberland Circle, N.W.,
Suite 2200
Atlanta, Georgia 30339
Arthur M. Blank(7).......................................... 20,549 *
2727 Paces Ferry Road
11th Floor
Atlanta, Georgia 30339
Herschel M. Bloom(8)........................................ 8,601 *
191 Peachtree Street
Atlanta, Georgia 30303
Russell R. French(9)........................................ 6,224 *
9 North Parkway Square
4200 Northside Parkway
Atlanta, Georgia 30327
William A. Parker, Jr.(10).................................. 300,082 1.4%
1900 Garraux Woods Road, N.W.
Atlanta, Georgia 30327
J.C. Shaw(11)............................................... 171,227 *
721 West Avenue
Cartersville, Georgia 30120
All executive officers and directors as a group (23 5,259,393 20.4%
persons)(12)..............................................
OTHER FIVE PERCENT SHAREHOLDERS
Cohen & Steers Capital Management, Inc.(13)................. 2,105,400 9.6%
Franklin Resources, Inc.(14)................................ 1,390,575 6.3%
LaSalle Advisors Limited Partnership(15).................... 1,365,573 6.2%
Brown Capital Management(16)................................ 1,176,807 5.4%
</TABLE>
- ---------------
* Less than 1%.
4
<PAGE> 8
(1) Based on an aggregate of 21,958,319 shares of Common Stock issued and
outstanding as of March 19, 1997. Units are redeemable for Common Stock or
cash, at the option of the Company. Assumes that all options beneficially
owned by the person are exercised and all Units beneficially owned by the
person are redeemed for shares of Common Stock. The total number of shares
outstanding used in calculating this percentage assumes that none of the
options beneficially owned by other persons are exercised and none of the
Units beneficially owned by other persons are redeemed for shares of Common
Stock.
(2) Includes (i) 105,431 shares of Common Stock issuable upon exercise of
outstanding stock options, (ii) 204,106 shares of Common Stock issuable
upon redemption of Units owned by Mr. Williams, (iii) 1,589,625 shares of
Common Stock issuable upon redemption of Units deemed beneficially owned by
Mr. Williams through control of certain limited partnerships and (iv)
209,839 shares of Common Stock (of which Mr. Williams has shared voting and
disposition power) issuable upon redemption of Units deemed beneficially
owned by Mr. Williams through his control of a corporation (which shares
are also shown as being beneficially owned by Mr. John T. Glover). Does not
include 21,131 shares of Common Stock issuable upon exercise of outstanding
stock options which become exercisable when the market price of the Common
Stock maintains a certain level.
(3) Includes (i) 105,431 shares of Common Stock issuable upon exercise of
outstanding stock options, (ii) 68,890 shares of Common Stock issuable upon
redemption of Units owned by Mr. Glover, (iii) 405,426 shares of Common
Stock issuable upon redemption of Units deemed beneficially owned by Mr.
Glover through his control of certain limited partnerships, (iv) 11,189
shares of Common Stock issuable upon redemption of Units deemed
beneficially owned by Mr. Glover as trustee of a trust for the benefit of
Mr. Williams' family, (v) 209,839 shares of Common Stock (of which Mr.
Glover has shared voting and disposition power) issuable upon redemption of
Units deemed beneficially owned by Mr. Glover through his control of a
corporation (which shares are also shown as being beneficially owned by Mr.
John A. Williams) and (vi) 1,100 shares deemed beneficially owned by Mr.
Glover as Trustee for the John A. Williams 1986 Trust. Does not include
21,131 shares of Common Stock issuable upon exercise of outstanding options
which become exercisable when the market price of the Common Stock
maintains a certain level.
(4) Includes (i) 65,142 shares of Common Stock issuable upon exercise of
outstanding stock options, (ii) 142,560 shares of Common Stock issuable
upon redemption of Units owned by Mr. Faulk and (iii) 1,590 shares of
Common Stock issuable upon redemption of Units owned by Mr. Faulk's
children. Does not include 12,780 shares of Common Stock issuable upon
exercise of outstanding options which become exercisable when the market
price of the Common Stock maintains a certain level.
(5) Includes (i) 300 shares of Common Stock owned by Mr. Harris' children, (ii)
47,285 shares of Common Stock issuable upon exercise of outstanding stock
options and (iii) 1,396 shares of Common Stock issuable upon redemption of
Units owned by Mr. Harris. Does not include 10,472 shares of Common Stock
issuable upon exercise of outstanding options which become exercisable when
the market price of the Common Stock maintains a certain level.
(6) Includes 34,996 shares of Common Stock issuable upon exercise of
outstanding stock options. Does not include 10,523 shares of Common Stock
issuable upon exercise of outstanding options which become exercisable when
the market price of the Common Stock maintains a certain level.
(7) Includes 876 shares of Common Stock issuable upon exercise of outstanding
stock options.
(8) Includes (i) 876 shares of Common Stock issuable upon exercise of
outstanding stock options and (ii) 200 shares of Common Stock deemed
beneficially owned by Mr. Bloom as trustee of a trust for the benefit of
Bernice Bloom.
(9) Includes (i) 1,241 shares of Common Stock issuable upon exercise of
outstanding stock options and (ii) 409 shares of Common Stock held by Mr.
French's spouse.
(10) Includes (i) 1,241 shares of Common Stock issuable upon exercise of
outstanding stock options, (ii) 41,000 shares of Common Stock deemed
beneficially owned by Mr. Parker as co-trustee of the J. Bulow Campbell
Foundation, (iii) 5,524 shares of Common Stock deemed beneficially owned by
Mr. Parker as a director of the Atlantic Investment Company, (iv) 48,949
shares of Common Stock issuable upon redemption of Units owned by Mr.
Parker, (v) 94,712 shares of Common Stock issuable upon redemption of Units
deemed beneficially owned by Mr. Parker as a general partner of a general
partnership, (vi) 48,949 shares of
5
<PAGE> 9
Common Stock issuable upon redemption of Units owned by Mr. Parker's
spouse, and (vii) 50,380 shares of Common Stock issuable upon redemption of
Units held by a trust for the benefit of Mr. Parker's spouse.
(11) Includes 248 shares of Common Stock issuable upon exercise of outstanding
stock options.
(12) Represents (i) 1,458,739 shares of Common Stock beneficially owned by such
directors and executive officers, (ii) 653,716 shares of Common Stock
issuable upon the exercise of stock options beneficially owned by such
directors and executive officers, and (iii) 3,146,938 shares of Common
Stock issuable upon redemption of Units beneficially owned by such
directors and executive officers. Does not include 147,262 shares of Common
Stock issuable upon exercise of outstanding options which become
exercisable when the market price of the Common Stock maintains a certain
level.
(13) This information is included in reliance upon a Schedule 13G filed by Cohen
& Steers Capital Management, Inc. ("Cohen & Steers") with the Securities
and Exchange Commission (the "Commission") on February 7, 1997. Cohen &
Steers has sole voting power over 1,795,400 shares of Common Stock and sole
dispositive power over 2,105,400 shares of Common Stock. Cohen & Steers'
address is 757 Third Avenue, New York, New York 10017.
(14) Represents shares of Common Stock owned by open or closed-end investment
companies or other managed accounts which are advised by subsidiaries of
Franklin Resources, Inc. ("Franklin"), a corporation in which Charles B.
Johnson and Rupert H. Johnson, Jr. are affiliates, as follows: (i)
1,047,400 shares of Common Stock held by Templeton Global Advisors Limited
("Global"), as to which Global has sole voting and dispositive power, (ii)
203,375 shares of Common Stock held by Templeton Investment Management
Limited ("Templeton Investment"), as to which Templeton Investment has sole
voting and dispositive power, (iii) 125,000 shares of Common Stock held by
Franklin Advisers, Inc. ("Advisers"), as to which Advisers has sole voting
and dispositive power and (iv) 14,800 shares of Common Stock held by
Templeton Investment Management (Australia) Limited ("Management
Australia"), as to which Management Australia has sole voting and
dispositive power. This information is included in reliance upon a Schedule
13G filed by Franklin, Charles B. Johnson and Rupert H. Johnson, Jr. with
the Commission on February 13, 1997. The address of Franklin and Messrs.
Johnson and Johnson is 777 Mariners Island Blvd., San Mateo, CA 94404.
(15) Represents shares of Common Stock owned by LaSalle Advisors Limited
Partnership ("LaSalle") and certain affiliates of LaSalle, as follows: (i)
772,098 shares of Common Stock held by LaSalle, as to which LaSalle shares
voting power with respect to 142,448 shares of Common Stock, has sole
voting and dispositive power with respect to 379,050 shares of Common
Stock, and shared dispositive power with respect to 393,048 shares of
Common Stock, (ii) 593,476 shares of Common stock held by ABKB/LaSalle
Securities Limited Partnership ("ABKB"), as to which ABKB has sole voting
and dispositive power with respect to 126,450 shares of Common Stock,
shared voting power with respect to 374,649 shares of Common Stock, and
shared dispositive power with respect to 467,025 shares of Common Stock,
(iii) 1,365,573 shares of Common Stock held by William K. Morrill, Jr. as
an employee of both ABKB and LaSalle, as to which Mr. Morrill has sole
voting as dispositive power with respect to 505,500 shares of Common Stock,
shared voting power with respect to 517,097 shares of Common Stock, and
shared dispositive power with respect to 860,073 shares of Common Stock and
(iv) 1,365,573 shares of Common Stock held by Keith R. Pauley as an
employee of both ABKB and LaSalle, as to which Mr. Pauley has sole voting
as dispositive power with respect to 505,500 shares of Common Stock, shared
voting power with respect to 517,097 shares of Common Stock, and shared
dispositive power with respect to 860,073 shares of Common Stock. This
information is included in reliance upon a Schedule 13G filed by LaSalle
with the Commission on February 14, 1997. The address of LaSalle, ABKB and
Messrs. Morrill and Pauley is 11 South LaSalle Street, Chicago, Illinois
60603.
(16) This information is included in reliance upon a Schedule 13G filed by Brown
Capital Management ("Brown") with the Commission on February 4, 1997.
Brown's address is unavailable.
6
<PAGE> 10
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information concerning the
compensation paid to the Company's Named Executive Officers whose salary and
bonus compensation for the year ended December 31, 1996 exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
-------------
ANNUAL COMPENSATION AWARDS
------------------------------------------ -------------
OTHER SECURITIES
ANNUAL UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION(1) OPTIONS(#)(2)
- --------------------------- ---- --------- -------- --------------- -------------
<S> <C> <C> <C> <C> <C>
John A. Williams.......................... 1996 $250,000 $103,082 $141,861 21,131
Chairman of the Board 1995 225,000 143,640 75,510 36,791
of Directors and Chief 1994 225,000 157,500 -- 28,640
Executive Officer
John T. Glover............................ 1996 250,000 103,082 84,524 21,131
President, Chief 1995 225,000 143,640 40,374 36,791
Operating Officer 1994 225,000 157,500 -- 28,640
and Treasurer
W. Daniel Faulk, Jr....................... 1996 168,000 69,271 -- 12,780
President -- Post 1995 160,000 87,144 -- 22,322
Apartment Development 1994 140,000 98,000 -- 17,280
Jeffrey A. Harris......................... 1996 168,000 51,088 261,024 10,472
President -- Post 1995 130,000 66,394 -- 17,005
Management Services 1994 100,000 84,000 -- 15,280
Timothy A. Peterson....................... 1996 125,000 51,541 -- 10,523
Executive Vice President 1995 90,000 57,456 -- 14,716
Post Corporate Services 1994 85,000 56,525 -- 10,280
</TABLE>
- ---------------
(1) Amounts shown for Messrs. Williams and Glover for 1996 include (i) the cost
of tax and financial planning by third parties in the amounts of $73,627 and
$40,213, respectively and (ii) personal use of the corporate aircraft in the
amounts of $65,421 and $41,497, respectively. The amount shown for Mr.
Harris for 1996 includes (i) forgiveness of indebtedness in the amount of
$142,857 and (ii) the cost of tax payments related to the forgiveness of
such indebtedness in the amount of $115,353. Amounts shown for Messrs.
Williams and Glover for 1995 include (i) the cost of tax and financial
planning advice by third parties in the amounts of $49,000 and $29,600,
respectively and (ii) personal use of the corporate aircraft in the amounts
of $25,606 and $9,870, respectively.
(2) Represents options granted to the Named Executive Officers for meeting
certain performance goals during the year indicated, but granted in the
following year.
7
<PAGE> 11
OPTION GRANTS TABLE
The following table sets forth information regarding option grants during
fiscal 1996 to each of the Named Executive Officers:
OPTION GRANTS
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE OF ASSUMED
---------------------------------------------------------------- ANNUAL RATE OF STOCK
NUMBER OF PERCENT OF TOTAL PRICE APPRECIATION
SECURITIES OPTIONS GRANTED FOR OPTION TERM
UNDERLYING TO EMPLOYEES IN EXERCISE PRICE EXPIRATION ---------------------
OPTIONS GRANTED FISCAL 1996 PER SHARE DATE 5% 10%
--------------- ---------------- -------------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
John A. Williams......... 36,791 15.3% $32.25 2/22/06 $746,190 $1,890,991
John T. Glover........... 36,791 15.3 32.25 2/22/06 746,190 1,890,991
W. Daniel Faulk, Jr...... 22,322 9.3 32.25 2/22/06 452,732 1,147,311
Jeffrey A. Harris........ 17,005 7.1 32.25 2/22/06 344,893 874,026
Timothy A. Peterson...... 14,716 6.1 32.25 2/22/06 298,468 756,376
</TABLE>
FISCAL YEAR-END OPTION VALUE TABLE
The following table sets forth certain information with respect to the
value of unexercised in-the-money options held by the Named Executive Officers
of the Company at December 31, 1996. No options were exercised by the Named
Executive Officers of the Company during 1996.
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
SECURITIES UNDERLYING VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS
AT FY-END (#) AT FY-END ($)
NAME (ALL EXERCISABLE) (ALL EXERCISABLE)(1)
- ---- --------------------- --------------------
<S> <C> <C>
John A. Williams...................................... 105,431 $950,048
John T. Glover........................................ 105,431 950,048
W. Daniel Faulk, Jr................................... 65,142 587,561
Jeffrey A. Harris..................................... 47,285 429,595
Timothy A. Peterson................................... 34,996 314,418
</TABLE>
- ---------------
(1) Based on a closing price of $40.25 per share of Common Stock on December 31,
1996.
PROFIT SHARING PLAN
The Company has adopted a qualified profit sharing plan for the benefit of
employees of the Company, its subsidiaries and affiliates. An employee is
eligible to share in contributions made under the plan after he has been
employed on the first day of a calendar year. Thereafter an employee will share
in the contributions, if any, made for each calendar year if he is an employee
on the last day of such calendar year. Each participating employee's share of
any contribution is (subject to certain limitations for highly compensated
employees) based on the ratio that his compensation for such year bears to the
compensation of all participating employees for such year. Contributions made on
behalf of participating employees are credited to an account under the plan in
his name, and his interest in such account begins to vest upon the completion of
three years of service as an employee. Upon the completion of three years of
service each employee has a 20% vested interest in his account, which continues
to vest at a rate of 20% for each year of service such employee completes
thereafter. Contributions are made based on a discretionary amount determined by
management of the Company. The contributions, if any, are made to a trust which
is tax exempt. The assets of the trust are invested by the trustee. The plan was
amended in 1993 to provide for participation by Messrs. Williams, Glover and
Faulk. The Company's contributions to the plan during 1994, 1995, and 1996 were
$147,000, $145,000 and $104,000, respectively.
8
<PAGE> 12
NONCOMPETITION AND EMPLOYMENT CONTRACT
Each of Messrs. Williams and Glover has entered into noncompetition
agreements with the Company and Post Apartment Homes, L.P. (the "Operating
Partnership"). These agreements prohibit each individual, subject to certain
limited exceptions, from engaging in managerial responsibilities directly or
indirectly in the development, operation, management, leasing or landscaping of
any multifamily community for the period of his employment by the Company and
the Operating Partnership or its affiliates, including Post Services, Inc.
("Post Services") and for two years thereafter. Each of Messrs. Williams and
Glover has entered into an employment contract with each of the Company, the
Operating Partnership and Post Services, for a term of five years although each
has the right to resign after three years. The contracts provide for annual base
compensation of an aggregate of $225,000, subject to any increases in base
compensation approved by the Compensation Committee of the Board, of which each
of Messrs. Williams and Glover will receive $125,000 from the Operating
Partnership, $50,000 from Post Services and $50,000 from the Company.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1996, Mrs. Crawford (whose term as a Director expires at the Annual
Meeting) and Messrs. Blank and Shaw served as members of the Compensation
Committee. No member of the Committee was an officer or employee of the Company
or any of its subsidiaries during 1996 or any time prior thereto.
CERTAIN TRANSACTIONS
LANDSCAPING SERVICES
Certain executive officers and directors employ the Company to provide
landscaping services through the Company's landscaping affiliate, Post Landscape
Services, Inc. During 1996, the Company received landscaping fees of $353,000
from Mr. Williams, $47,000 from Mr. Glover and $358,000 from Mr. Blank. In the
aggregate, these fees included $242,000 of reimbursed expenses which the Company
does not include in landscape services revenue. As a result of these
transactions, $516,000 of landscape services revenue was recognized in the
Company's 1996 financial statements. All landscaping services were provided to
the directors at the market price for such services and to the executive
officers at the cost to the Company of providing such services.
INSIDER LOAN
In 1996, Jeffrey A. Harris, an executive officer of the Company, borrowed
$1 million from the Company in order to purchase shares of Common Stock of the
Company. The loan bears no interest and is payable on demand. The Company
intends to forgive this loan in certain installments equal to approximately
$142,857 per year, providing that the Company meets certain performance targets.
Under this criteria, the Company forgave $142,857 of the loan during 1996.
REPORT ON EXECUTIVE COMPENSATION
TO OUR SHAREHOLDERS
The Compensation Committee is comprised of three independent, non-employee
directors. It is the Committee's responsibility to:
- Make recommendations and reports to the Board concerning matters of
executive compensation,
- Administer the Company's executive incentive plans,
- Review compensation plans, programs and policies, and
- Monitor the performance and compensation of executive officers.
9
<PAGE> 13
In performing these duties, the Compensation Committee considers
recommendations from management along with other factors. The Compensation
Committee has available to it an executive compensation consultant, as well as
access to an extensive compensation database.
THE COMPENSATION COMMITTEE'S PHILOSOPHY
The Compensation Committee's philosophy on establishing executive
compensation programs is to:
- Foster a high performance culture that motivates and retains
high-performing executives,
- Direct the compensation program for the achievement of strategic
objectives that enhance shareholder value,
- Be more performance driven than our market, and
- Orient pay more toward incentive compensation than base salary.
COMPONENTS OF COMPENSATION
The Compensation Committee believes the overall compensation program plays
a key role in keeping senior management focused on the enhancement of
shareholder value. The Company has three primary components of pay, and each
serves a unique purpose toward the fulfillment of the Compensation Committee's
compensation objectives.
- Salary: Pays the executive for performing the basic job, performing
routine or designated tasks,
- Bonus: Rewards the executive for favorable annual performance, and
- Stock options: Link executive pay directly to shareholder investment.
The Compensation Committee considers all elements of compensation when
determining the appropriate levels within each component.
DEFINING THE MARKET
The Compensation Committee periodically compares its executive compensation
practices to the "market." For this purpose, the market is defined as a cross
section of (a) equity REITs with similar market capitalization to the Company,
and (b) companies from other industries with similar revenues.
The practices of similar-sized companies from other industries are reviewed
because of the limited amount of compensation data available from the REIT
industry. The Compensation Committee believes this market definition provides
reasonable pay comparisons, enabling the Company to assure executives that they
are being paid fairly, while assuring shareholders that executive pay levels are
reasonable.
The Compensation Committee believes that market practices provide a solid
benchmark for compensation comparisons. However, the Compensation Committee does
not believe that market practices are necessarily the most effective for the
Company. It intends for the Company's pay philosophy to be more conservative
than the market. Specifically, when the Company's performance is considered
average, executive officer compensation should be below market averages.
Some of the equity REITs used for compensation comparisons are also
included in the NAREIT Equity Index used in the performance graph. The
Compensation Committee believes, however, that the most direct competitors for
executive talent may not be all of the companies included in that index.
BASE SALARY
Salary levels are established based on the executive officers':
- Overall individual performance,
- Tenure with the Company, and
10
<PAGE> 14
- Industry experience.
The Company's base salaries for executive officers appear conservative
versus the market. The Compensation Committee intends to maintain this posture
for base salaries, provided the practice is serving the Company's best
interests, including the achievement of desired performance and the ability to
attract and retain highly qualified personnel.
Annual salary increases for executive officers take into account both the
individual's and the Company's overall financial performance. The Compensation
Committee considers a number of factors when evaluating individual performance.
They include the executive's efforts in:
- Generating favorable financial performance,
- Promoting Company values,
- Improving product quality,
- Developing relationships with customers, suppliers and employees, and
- Demonstrating leadership abilities.
BONUSES
The Company's annual incentive plan (the "Plan") promotes the Company's
pay-for-performance philosophy, in that the Company communicates specific annual
corporate performance goals, based on the Company's three-year strategic plan
(which is updated annually), and then motivates senior management to achieve
those goals. The Plan is structured to foster teamwork among the executive
officers and to focus efforts on corporate results that directly impact
shareholders.
The corporate performance measure is Funds From Operations (FFO). FFO is
defined as income or loss before minority interests of unitholders of the
Operating Partnership, extraordinary items, and non-recurring formation expenses
and certain non-cash items, primarily depreciation of real estate assets.
Industry analysts consider FFO to be an appropriate measure of the performance
of an equity REIT.
In the case of some members of senior management, the award may vary based
on non-FFO performance criteria, but no bonus will be paid to any member of
senior management if budgeted corporate FFO is not achieved.
Target awards, in line with competitive practices, are established at the
start of the year. Actual payouts may vary above or below target based on the
performance level achieved. For 1996, based on FFO performance achieved, the
maximum payout to plan participants was 41.23%.
STOCK OPTIONS
In 1995, the Compensation Committee adopted the performance stock option
plan grant guidelines, under which grant sizes to executive officers under the
Post Properties, Inc. Employee Stock Plan are dependent on FFO performance. The
purpose for adopting these guidelines was twofold: to tie executive officers'
interests to shareholders' interests and to allow these employees to participate
in the Company's success. The Committee believes the guidelines' design supports
the Company's executive pay philosophy in that:
- The size of the stock option pool available for distribution is dependent
on the Company's annual FFO performance level,
- Individual award sizes are dependent on payouts generated from the annual
incentive plan, and
- Vesting of awards is dependent on sustained increases in stock price, and
the required level of appreciation necessary for vesting to begin is 10%
from the grant price.
The Compensation Committee targets total option awards that are below
market averages in years of average performance. Performance must be outstanding
for the aggregate option pool to reach average market levels. The
11
<PAGE> 15
Compensation Committee does not consider current stock holdings or historical
information when determining option award sizes.
Based on FFO performance levels in 1996, the Committee granted 76,037
options to the Named Executive Officers in February 1997.
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Williams' compensation for 1996 consisted of base salary and bonus. The
Compensation Committee believed that Mr. Williams' base salary was below market
medians and approved a salary increase for 1996. The Compensation Committee
believes Mr. Williams' bonus payout opportunity at budgeted and outstanding FFO
performance is conservative versus market practices. He received a bonus payout
in 1996, based on 1996 FFO performance.
The Compensation Committee adopted the performance stock option plan grant
guidelines in 1995, with stock option grants based on FFO performance. As noted
in the stock option section of this report, in February 1997 the Compensation
Committee approved a stock option grant to Mr. Williams, based on FFO
performance in 1996.
POLICY WITH RESPECT TO THE $1 MILLION DEDUCTION LIMIT
The Omnibus Budget Reconciliation Act of 1993 placed certain limits on the
deductibility of non-performance based executive compensation for a company's
employees, unless certain requirements are met.
Currently, the Compensation Committee does not believe that there is a risk
of losing deductions under the new law. However, in the future, the Compensation
Committee intends to consider carefully any plan or compensation arrangement
that might result in the disallowance of compensation deductions. It will use
its best judgment, taking all factors into account, including the materiality of
any deductions that may be lost versus the broader interests of the Company to
be served by paying adequate compensation for services rendered, before adopting
any plan or compensation arrangement.
J.C. Shaw
Virginia C. Crawford
Arthur M. Blank
THE FOREGOING REPORT SHOULD NOT BE DEEMED INCORPORATED BY REFERENCE BY ANY
GENERAL STATEMENT INCORPORATING BY REFERENCE THIS PROXY STATEMENT INTO ANY
FILING UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES EXCHANGE ACT OF
1934 (TOGETHER, THE "ACTS"), EXCEPT TO THE EXTENT THAT THE COMPANY SPECIFICALLY
INCORPORATES THIS INFORMATION BY REFERENCE, AND SHALL NOT OTHERWISE BE DEEMED
FILED UNDER SUCH ACTS.
12
<PAGE> 16
STOCK PRICE PERFORMANCE GRAPH
The following stock price performance graph compares the Company's
performance to the S&P 500 and the index of equity real estate investment trusts
prepared by the National Association of Real Estate Investment Trusts
("NAREIT"). The stock price performance graph assumes an investment of $100 in
the Company on July 16, 1993 and an investment of $100 in the two indexes on
July 31, 1993 and further assumes the reinvestment of all dividends. The
difference in the initial start date is due to the fact that the Company's
Common Stock did not start trading publicly until mid-July. The Company believes
that the net effect of this difference in start dates will not have a material
effect on the performance graph. Equity real estate investment trusts are
defined as those which derive more than 75% of their income from equity
investments in real estate assets. The NAREIT equity index includes all tax
qualified real estate investment trusts listed on the New York Stock Exchange,
the American Stock Exchange or the Nasdaq Stock Market. Stock price performance,
presented quarterly for the period from July 16, 1993 through December 31, 1996
is not necessarily indicative of future results.
JULY 16, '93=100
<TABLE>
<CAPTION>
Measurement Period
(Fiscal Year Covered) PPS S&P 500 NAREIT
<S> <C> <C> <C>
July '93 100 100 100
Sep '93 128.22 102.41 107.47
Dec '93 123.52 104.09 99.54
Mar '94 117.36 99.48 102.93
Jun '94 129.75 99.14 104.82
Sep '94 126.33 103.25 102.68
Dec '94 133.94 102.49 102.70
Mar '95 127.96 111.74 102.52
Jun '95 132.59 121.56 108.55
Sep '95 137.82 130.41 113.66
Dec '95 143.70 137.45 118.37
Mar '96 148.67 144.05 121.06
Jun '96 163.97 149.65 126.45
Sep '96 171.97 153.36 134.72
Dec '96 191.06 165.30 160.12
</TABLE>
THE STOCK PRICE PERFORMANCE GRAPH SHALL NOT BE DEEMED INCORPORATED BY
REFERENCE BY ANY GENERAL STATEMENT INCORPORATING BY REFERENCE THIS PROXY
STATEMENT INTO ANY FILING UNDER THE ACTS EXCEPT TO THE EXTENT THAT THE COMPANY
SPECIFICALLY INCORPORATES THIS INFORMATION BY REFERENCE, AND SHALL NOT OTHERWISE
BE DEEMED FILED UNDER SUCH ACT.
OTHER MATTERS
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires executive officers and directors
of the Company and persons who beneficially own more than ten percent of the
Company's Common Stock to file with the Securities and Exchange Commission
certain reports, and to furnish copies thereof to the Company, with respect to
each such person's beneficial ownership of the Company's equity securities.
Based solely upon a review of the copies of such reports furnished to the
Company and certain representations of such persons, all such persons have
complied with the applicable reporting requirements.
INDEPENDENT PUBLIC ACCOUNTANTS
Price Waterhouse LLP has audited the accounts of the Company and its
subsidiaries for fiscal year 1996 and has been appointed by the Board of
Directors to continue in that capacity for the Company's fiscal year ending
December 31, 1997. A representative of Price Waterhouse LLP will be present at
the Annual Meeting, will have the opportunity to make a statement and will be
available to respond to appropriate questions.
13
<PAGE> 17
ANNUAL REPORT TO SHAREHOLDERS
The Annual Report of the Company for the year ended December 31, 1996,
including audited financial statements, accompanies this Proxy Statement. The
Annual Report does not form any part of the material for the solicitation of
proxies.
ANNUAL REPORT ON FORM 10-K
THE COMPANY WILL PROVIDE WITHOUT CHARGE, AT THE WRITTEN REQUEST OF ANY
HOLDER OF COMMON STOCK OF RECORD AS OF THE CLOSE OF BUSINESS ON MARCH 19, 1997,
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL
STATEMENTS AND FINANCIAL STATEMENT SCHEDULES, AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, EXCEPT EXHIBITS THERETO. The Company will provide copies of
the exhibits, should they be requested by eligible shareholders, and the Company
may impose a reasonable fee for providing such exhibits. Request for copies of
the Company's Annual Report on Form 10-K should be mailed to:
Post Properties, Inc.
3350 Cumberland Circle
Suite 2200
Atlanta, Georgia 30339-3363
Attention: Secretary
SHAREHOLDER PROPOSALS
Any shareholder proposals intended to be presented at the Company's 1998
Annual Meeting of Shareholders must be received by the Company on or before
December 12, 1997 to be eligible for inclusion in the Proxy Statement and form
of proxy to be distributed by the Board of Directors in connection with such
meeting.
OTHER MATTERS
The Board of Directors knows of no other matters to be brought before the
Annual Meeting.
EXPENSES OF SOLICITATION
The cost of solicitation of proxies will be borne by the Company. In an
effort to have as large a representation at the meeting as possible, special
solicitation of proxies may, in certain instances, be made personally or by
telephone, telegraph or mail by one or more employees of the Company. The
Company also will reimburse brokers, banks, nominees and other fiduciaries for
postage and reasonable clerical expenses of forwarding the proxy material to
their principals who are beneficial owners of the Company's Common Stock. In
addition, the Company has retained Corporate Communications, Inc. to assist in
the solicitation of proxies with respect to shares of the Company's Common Stock
held of record by brokers, nominees and institutions and, in certain cases, by
other holders. Such solicitation may be made through the use of mails, by
telephone or by personal calls. The anticipated cost of the services of
Corporate Communications, Inc. is a fee of $5,000 plus expenses.
By Order of the Board of Directors,
/s/ Sherry W. Cohen
Sherry W. Cohen
Senior Vice President and Secretary
Atlanta, Georgia
April 10, 1997
14
<PAGE> 18
ANNEX
POST PROPERTIES, INC.
PROXY
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
ON MAY 22, 1997
The undersigned hereby appoints John A. Williams and John T. Glover and each of
them, proxies, with full power of substitution and resubstitution, for and in
the name of the undersigned, to vote all shares of common stock of Post
Properties, Inc. which the undersigned would be entitled to vote if personally
present at the Annual Meeting of Shareholders to be held on Thursday, May 22,
1997, at 9:00 a.m., local time, at 3350 Cumberland Circle, Suite 2200, Atlanta,
Georgia, or at any adjournment thereof, upon the matters described in the
accompanying Notice of Annual Meeting of Shareholders and Proxy Statement,
receipt of which is hereby acknowledged, and upon any other business that may
properly come before the Annual Meeting of Shareholders or any adjournment
thereof. Said proxies are directed to vote on the matters described in the
Notice of Annual Meeting of Shareholders and Proxy Statement as follows, and
otherwise in their discretion upon such other business as may properly come
before the Annual Meeting of Shareholders or any adjournment thereof.
PLEASE COMPLETE, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING ON MAY
22, 1997. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU
WISH, EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR PROXY.
- --------------------------------------------------------------------------------
<PAGE> 19
<TABLE>
<S> <C> <C>
/X/ PLEASE MARK VOTES FOR ALL WITHHOLD
AS IN THIS EXAMPLE NOMINEES LISTED AUTHORITY
(EXCEPT AS TO VOTE FOR
--------------------- MARKED BELOW ALL NOMINEES
POST 1. To elect two (2) directors to serve until the TO THE CONTRARY) LISTED
PROPERTIES, INC. 2000 Annual Meeting of Shareholders: [ ] [ ]
---------------------
To serve until the 2000 Annaul Meeting of
Shareholders:
Herschel M. Bloom
J.C. Shaw
RECORD DATE SHARES: (Instructions: To withhold authority to vote for any individual nominee,
strike through the nominee's name in the list above.)
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO DIRECTION IS
INDICATED, THE PROXY WILL BE VOTED FOR THE ABOVE-STATED
PROPOSALS.
----- Please sign exactly as your name or names appear hereon. For more
Please be sure to sign and date this Proxy. Date than one owner as shown above, each should sign. When signing in a
- -------------------------------------------------- fiduciary or representative capacity, please give full title. If this proxy is
submitted by a corporation, it should be executed in the full corporate
name by a duly authorized officer, if a partnership, please sign in part-
Shareholder sign here Co-owner sign here nership name by authorized person.
- --------------------------------------------------
</TABLE>
