<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. Letterhead)
March 31, 1999
Dear Shareholder:
We cordially invite you to attend the 1999 Annual Meeting of Shareholders
of Post Properties, Inc. to be held on Friday, May 7, 1999, at 9:00 a.m. local
time, at our new offices at One Riverside, 4401 Northside Parkway, Suite 800,
Atlanta, Georgia 30327-3057.
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 7, 1999
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Post
Properties, Inc. will be held at One Riverside, 4401 Northside Parkway, Suite
800, Atlanta, Georgia 30327-3057, on Friday, May 7, 1999 at 9:00 a.m., local
time, for the following purposes:
(i) To elect one director to serve until the 2000 Annual Meeting of
Shareholders, and three directors to serve until the 2002 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 15, 1999 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 15, 1999, 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
Executive Vice President
and Secretary
Atlanta, Georgia
March 31, 1999
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.
ONE RIVERSIDE
4401 NORTHSIDE PARKWAY, SUITE 800
ATLANTA, GEORGIA 30327-3057
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 7, 1999
The 1999 Annual Meeting of Shareholders (the "Annual Meeting") of Post
Properties, Inc. (the "Company") will be held on May 7, 1999, at One Riverside,
4401 Northside Parkway, Suite 800, Atlanta, Georgia 30327, beginning promptly at
9:00 a.m. local time. The enclosed form of proxy is solicited by the board of
directors of the Company. 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 March 31, 1999.
Q: WHY AM I RECEIVING THIS PROXY STATEMENT AND PROXY CARD?
A: You are receiving a Proxy Statement and proxy card from us because you own
shares of common stock of the Company. This Proxy Statement describes issues on
which we would like you, as a shareholder, to vote. It also gives you
information on these issues so that you can make an informed decision.
When you sign the proxy card, you appoint John A. Williams and John T. Glover as
your representatives at the meeting. Mr. Williams and Mr. Glover will vote your
shares at the meeting as you have instructed them on the proxy card. This way,
your shares will be voted whether or not you attend the Annual Meeting. Even if
you plan to attend the meeting, it is a good idea to complete, sign and return
your proxy card in advance of the meeting just in case your plans change.
If an issue comes up for vote at the meeting that is not on the proxy card, Mr.
Williams and Mr. Glover will vote your shares, under your proxy, in accordance
with their best judgment.
Q: WHAT IS THE RECORD DATE?
A: The record date is set for March 15, 1999. Only holders of common stock of
record as of the close of business on this date will be entitled to vote at the
Annual Meeting.
Q: HOW MANY SHARES ARE OUTSTANDING?
A: As of the record date, the Company had 38,172,011 shares of common stock
outstanding, in addition to 5,215,724 outstanding units of limited partnership
in Post Apartment Homes, L.P., which are convertible into shares of common stock
on a one-for-one basis.
Q: WHAT AM I VOTING ON?
A: You are being asked to vote on the election of four directors. No cumulative
rights are authorized and dissenters' rights are not applicable to the matter
being voted upon. The section entitled "Election of Directors" gives you more
information on the nominees for election to our board of directors.
<PAGE> 5
Q: HOW DO I VOTE?
A: YOU MAY VOTE BY MAIL.
You do this by signing your proxy card and mailing it in the enclosed, prepaid
and addressed envelope. If you mark your voting instructions on the proxy card,
your shares will be voted as you instruct.
If you return a signed card but do not provide voting instructions, your shares
will be voted for the four named nominees.
YOU MAY VOTE IN PERSON AT THE MEETING.
We will pass out written ballots to anyone who wants to vote at the meeting. If
you hold your shares through a brokerage account but do not have a physical
share certificate, you must request a legal proxy from your stockbroker in order
to vote at the meeting.
We encourage you to examine your proxy card closely to make sure you are voting
all of your shares in the Company.
Q: WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD?
A: It means that you have multiple accounts at the transfer agent and/or with
stockbrokers. Please sign and return all proxy cards to ensure that all your
shares are voted.
Q: WHAT IF I CHANGE MY MIND AFTER I RETURN MY PROXY?
A: You may revoke your proxy and change your vote at any time before the polls
close at the meeting. You may do this by:
- signing another proxy with a later date,
- voting in person at the Annual Meeting, or
- giving written notice to the Secretary of the Company.
Q: HOW MANY VOTES DO YOU NEED TO HOLD THE MEETING?
A: Shares are counted as present at the meeting if the shareholder either:
- is present and votes in person at the meeting, or
- has properly submitted a proxy.
A majority of the Company's outstanding shares of common stock as of the record
date must be present at the meeting in order to hold the meeting and conduct
business. This is called a quorum.
Q: WHAT IF I ABSTAIN FROM VOTING?
A: 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 a vote, including the election of directors.
2
<PAGE> 6
Q: HOW MANY VOTES MUST THE NOMINEES HAVE TO BE ELECTED?
A: The four nominees receiving the highest number of yes votes will be elected
as directors. This number is called a plurality. We use the phrase "yes vote" to
mean a vote for a director.
Q: WILL MY SHARES BE VOTED IF I DO NOT SIGN AND RETURN MY PROXY CARD?
A: If your shares are held through a brokerage account, your brokerage firm,
under certain circumstances, may vote your shares.
Brokerage firms have authority under New York Stock Exchange rules to vote their
customers' unvoted shares on certain "routine" matters, including election of
directors.
If you do not vote your proxy, your brokerage firm may either:
- vote your shares on routine matters, or
- leave your shares unvoted.
We encourage you to provide instructions to your brokerage firm by voting your
proxy. This ensures your shares will be voted at the meeting.
When a brokerage firm votes its customers' unvoted shares on routine matters,
these shares are counted for purposes of establishing a quorum to conduct
business at the meeting. However, a brokerage firm cannot vote customers' shares
on non-routine matters. Accordingly, these shares are considered not entitled to
vote on non-routine matters, rather than as a vote against the matter.
Q: WHAT HAPPENS IF A NOMINEE IS UNABLE TO STAND FOR RE-ELECTION?
A: The board of directors may, by resolution, provide for a lesser number of
directors or designate a substitute nominee. In the latter event, shares
represented by proxies may be voted for a substitute nominee. Proxies cannot be
voted for more than four nominees.
Q: HOW ARE VOTES COUNTED?
A: You may vote either "for" or "against" each nominee. If you just sign your
proxy card with no further instructions, your shares will be counted as a yes
vote for each director.
Voting results will be tabulated and certified by our transfer agent, Boston
EquiServe.
Q: WHERE CAN I FIND THE VOTING RESULTS OF THE MEETING?
A: We will announce preliminary voting results at the meeting. We will publish
the final results in our quarterly report on Form 10-Q for the second quarter of
1999. We will file that report with the Securities and Exchange Commission, and
you can get a copy by contacting:
- Our Secretary at Post Properties, Inc., One Riverside, 4401 Northside
Parkway, Suite 800, Atlanta, Georgia 30327-3057; or
- The Securities and Exchange Commission at (800) SEC-0330 for the location
of the nearest public reference room; or
- Through the EDGAR system at www.sec.gov.
3
<PAGE> 7
ELECTION OF DIRECTORS
Our Bylaws require at least three and no more than fifteen directors to
constitute a full board of directors. Currently the board of directors is set at
eight members. The Bylaws divide the board of directors into three classes with
the directors in each class serving a term of three years. At the Annual
Meeting, there are four directors who have been nominated to stand for
reelection as directors. In addition to the four nominees, there are four other
directors continuing to serve on the board of directors, whose terms expire in
2000 and 2001.
Except as otherwise provided in this Proxy Statement, a proxy 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 of directors 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 of directors to
elect substitute nominees recommended by the board of directors. In no event,
however, can a proxy be voted to elect more than four directors.
The following list sets forth the names of the nominees and 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. This information has been furnished by the
respective individuals.
NOMINEES FOR ELECTION
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 from 1994 and a member
of Moseley & Co. IV from 1998, each of which is the general partner or manager
of a venture capital fund. Mr. French is 53 years old.
Zell Miller has been a director of the Company since January 1999. Mr.
Miller is the immediate past governor of Georgia, a post at which he served from
January 1991 to January 1999. Former Governor Miller is also an educator and
historian, and he presently serves on the teaching faculties of Emory
University, the University of Georgia and Young Harris College. He is 67 years
old.
Charles E. Rice has been a director of the Company since 1997. Since
December 1998, Mr. Rice has been Vice Chairman of Corporate Development of Bank
of America. Mr. Rice served as the Chairman of NationsBank, Inc. from January
1998 to October 1998, and as the Chairman of the Board and Chief Executive
Officer of Barnett Banks, Inc. from 1984 until January 1998. He is also a
director of CSX Corporation and Sprint Corporation. Mr. Rice is 63 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 Crawford & Company and the Atlanta Regional Commission and is
Chairman of the Metro Atlanta Chamber of Commerce. Mr. Williams is 56 years old.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ZELL MILLER,
CHARLES E. RICE AND JOHN A. WILLIAMS TO HOLD OFFICE UNTIL THE ANNUAL MEETING OF
SHAREHOLDERS IN 2002 OR UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFIED,
AND FOR RUSSELL R. FRENCH TO HOLD OFFICE UNTIL THE ANNUAL MEETING OF
SHAREHOLDERS IN 2000 OR UNTIL HIS SUCCESSOR IS DULY ELECTED AND QUALIFIED.
4
<PAGE> 8
INCUMBENT DIRECTORS -- TERM EXPIRING 2000
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 56 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 69 years old.
INCUMBENT DIRECTORS -- TERM EXPIRING 2001
Arthur M. Blank has been a director of the Company since May 1994. Mr.
Blank has been Chief Executive Officer of The Home Depot, Inc. since 1997 and
was President, Chief Operating Officer and a director of The Home Depot, Inc.
since its founding in 1978. Mr. Blank is also a director of Cox Enterprises,
Inc. Mr. Blank is 56 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 Furniture
Companies, Inc., SunTrust Bank of Georgia, Inc. and SunTrust Bank, Atlanta. In
addition, he is a member of the Boards of The National Association of Real
Estate Investment Trusts, the National Realty Committee and the National
Multi-Housing Council. Mr. Glover is 52 years old.
MEETINGS OF THE BOARD OF DIRECTORS
During 1998, the board of directors held eight meetings. Messrs. Williams,
Glover and Shaw each attended 100% of all board of directors and committee
meetings in 1998. Messrs. Bloom and Rice attended at least 88% of all board of
directors and 100% of all committee meetings in 1998. Messrs. French and Blank
attended approximately 63% of all board of directors and 100% of all committee
meetings in 1998.
COMMITTEES OF THE BOARD OF DIRECTORS
Audit Committee. The board of directors has established an Audit Committee
(the "Audit Committee") that consists of Messrs. Bloom, French and Shaw. Mr.
French currently serves as Chairman of the Audit Committee. The Audit Committee
is responsible for recommending to the board of directors 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
1998, the Audit Committee held three meetings.
Compensation Committee. The board of directors has established an Executive
Compensation Committee (the "Compensation Committee") that consists of Messrs.
Blank and Rice. Mr. Rice was appointed to the Compensation Committee in February
1998. Mr. Blank currently serves as Chairman of the Compensation 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
5
<PAGE> 9
discharging in full the authority of the board of directors with respect to the
Employee Stock Plan and the Profit Sharing Plan. During 1998, the Compensation
Committee held three meetings.
The Company does not have a nominating committee.
COMPENSATION OF DIRECTORS
We pay our 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. In February 1998, the board
of directors authorized the payment of such fees in shares of common stock, at
the election of the directors. Directors are reimbursed for all out-of-pocket
expenses incurred in attending all board of directors and committee meetings.
Each director who is serving as such on December 31 of each year and who
has served as such for more than one year, on each December 31, automatically
receives a grant of options to purchase 3,000 shares of common stock at an
exercise price equal to 100% of the fair market value of the common stock on the
date of such grant. Pursuant to this plan, each of Messrs. Blank, Bloom, French
and Shaw received a grant of options to purchase 3,000 shares of common stock on
December 31, 1998. In addition, on the date of his initial appointment to the
board of directors, each director automatically receives 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 such grant at
an exercise price equal to 100% of the fair market value of the common stock on
such date. Pursuant to this plan, Mr. Miller received a grant of options to
purchase 268 shares of common stock on January 15, 1999. In the event of a
change of control of the Company, the board of directors 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.
6
<PAGE> 10
COMMON STOCK OWNERSHIP BY MANAGEMENT
AND PRINCIPAL SHAREHOLDERS
The following table sets forth the beneficial ownership of shares of common
stock as of March 1, 1999 for (1) our directors, (2) our Chief Executive Officer
and each of our four other most highly compensated executive officers
(collectively the "Named Executive Officers"), (3) the directors and executive
officers of the Company as a group and (4) each shareholder that holds 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 address of each executive officer is c/o
Post Properties, Inc., One Riverside, Suite 800, 4401 Northside Parkway,
Atlanta, Georgia 30327.
<TABLE>
<CAPTION>
TOTAL NUMBER
NUMBER NUMBER OF OF UNITS
NAME AND ADDRESS OF SHARES EXERCISABLE BENEFICIALLY PERCENT OF
OF BENEFICIAL OWNER OWNED OPTIONS(1) OWNED(2) TOTAL CLASS(3)
------------------- --------- ----------- ------------ --------- ----------
<S> <C> <C> <C> <C> <C>
DIRECTORS AND EXECUTIVE
OFFICERS:
John A. Williams............. 872,335 313,370 1,922,134(4) 3,107,839 8.1%
John T. Glover............... 337,733(5) 313,370 695,344(6) 1,346,447 3.5%
W. Daniel Faulk, Jr.......... 538 68,912 141,810 211,260 *
Jeffrey A. Harris............ 28,031(7) 48,570 1,396 77,997 *
Arthur E. Lomenick........... 6,971 37,415 -- 44,386 *
Arthur M. Blank.............. 22,652 4,876 -- 27,528 *
Herschel M. Bloom............ 8,420 4,876 -- 13,296 *
Russell R. French............ 8,194(8) 5,241 -- 13,435 *
Zell Miller.................. -- 268 -- 268 *
Charles E. Rice.............. 15,000 3,248 -- 18,248 *
J.C. Shaw.................... 170,979 4,248 -- 175,227 *
All executive officers and
directors as a group (24
persons)................... 1,497,784 1,083,455 2,583,355 5,164,594 13.5%
OTHER FIVE PERCENT
SHAREHOLDERS:
ABKB/LaSalle Securities
Limited Partnership(9)..... 2,017,690 -- -- 2,017,690 5.3%
</TABLE>
- ------------------
* Less than 1%
(1) Includes options that become exercisable on or before May 1, 1999. Does not
include options that become exercisable when the market price of the common
stock maintains a certain level.
(2) Includes 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.) Units are
redeemable for common stock or cash, at the option of the Company.
(3) Based on an aggregate of 38,170,598 shares of common stock issued and
outstanding as of March 1, 1999. 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.
7
<PAGE> 11
(4) Includes (i) 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 (ii) 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).
(5) Includes (i) 2,476 shares deemed beneficially owned by Mr. Glover as Trustee
for the John A. Williams 1989 Trust, (ii) 1,408 shares deemed beneficially
owned by Mr. Glover as Trustee for the John A. Williams 1988 Trust and (iii)
321 shares owned by Mr. Glover's spouse.
(6) Includes (i) 405,426 shares of common stock issuable upon redemption of
Units deemed beneficially owned by Mr. Glover through his control of certain
limited partnerships, (ii) 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, and (iii) 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).
(7) Includes 100 shares of common stock owned by Mr. Harris' children and 200
shares held by Mr. Harris' spouse.
(8) Includes 440 shares of common stock held by Mr. French's spouse and 300
shares owned by Mr. French's spouse as trustee for her mother.
(9) Represents shares of common stock beneficially owned by ABKB/LaSalle
Securities Limited Partnership ("ABKB LaSalle"). Does not include 557,770
shares of common stock owned by LaSalle Advisors Capital Management, Inc.,
an affiliate of ABKB/LaSalle, with whom ABKB/ LaSalle is deemed to form a
"group" for Schedule 13G reporting purposes. This information is included in
reliance upon a Schedule 13G filed by ABKB/LaSalle with the Commission on
February 11, 1999. The address of ABKB/LaSalle is 200 East Randolph Drive,
Chicago, Illinois 60601.
8
<PAGE> 12
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information concerning the
compensation earned by our Named Executive Officers.
<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............................... 1998 $325,000(3) $ -- $ 182,170 82,542(4)
Chairman of the Board of 1997 250,000 -- 215,627 26,187
Directors and Chief 1996 250,000 103,082 141,861 21,131
Executive Officer
John T. Glover................................. 1998 325,000(3) -- 100,924 178,422(5)
President, Chief Operating 1997 250,000 -- 143,980 26,187
Officer and Treasurer 1996 250,000 103,082 84,524 21,131
Jeffrey A. Harris.............................. 1998 205,000 98,400 264,610 64,000
President -- Post Apartment 1997 175,000 8,663 264,450 203,856
Management 1996 168,000 51,088 261,024 10,472
W. Daniel Faulk, Jr............................ 1998 185,000 88,000 -- 64,000
President -- Post Apartment 1997 175,000 25,410 -- 11,311
Development 1996 168,000 69,271 -- 12,780
Arthur E. Lomenick(6).......................... 1998 160,000 57,783 -- 48,152
Senior Executive Vice 1997 20,230 -- -- 35,000
President -- Post Apartment 1996 -- -- -- --
Development
</TABLE>
- ------------------
(1) Amounts shown for Mr. Williams for 1998, 1997 and 1996 include (i) the cost
of tax and financial planning by third parties in the amounts of $76,885,
$91,174 and $73,627, respectively and (ii) personal use of the corporate
aircraft in the amounts of $83,508, $123,013 and $65,421, respectively.
Amounts shown for Mr. Glover for 1998, 1997 and 1996 include (i) the cost of
tax and financial planning by third parties in the amounts of $39,190,
$49,534 and $40,213, respectively and (ii) personal use of the corporate
aircraft in the amounts of $48,477, $93,003 and $41,497, respectively. The
amount shown for Mr. Harris for each of 1998, 1997 and 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.
(2) Includes options granted to the Named Executive Officers for meeting certain
performance goals during the year set forth, but granted in the following
year.
(3) Includes $75,000 that each of Messrs. Williams and Glover elected to receive
in the form of 26,132 options to purchase common stock. These options are
not otherwise reflected in the table.
(4) Represents options granted in lieu of cash incentive compensation.
(5) Includes options granted in lieu of cash incentive compensation.
(6) Joined the Company in October 1997 in connection with the merger with
Columbus Realty Trust.
9
<PAGE> 13
OPTION GRANTS TABLE
The following table sets forth information regarding option grants during
1998 to each of the Named Executive Officers:
OPTION GRANTS
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
--------------------------------------------------- VALUE OF ASSUMED
NUMBER OF PERCENT OF ANNUAL RATE OF STOCK
SECURITIES TOTAL OPTIONS PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM
OPTIONS EMPLOYEES IN PRICE EXPIRATION -----------------------
GRANTED(1) FISCAL 1998 PER SHARE DATE 5% 10%
---------- ------------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
John A. Williams........ 52,319 3.7% $38.94 2/19/08 $1,265,056 $3,221,151
John T. Glover.......... 52,319 3.7 38.94 2/19/08 1,265,056 3,221,151
Jeffrey A. Harris....... 203,856 14.2 38.94 2/19/08 4,929,170 12,550,908
W. Daniel Faulk, Jr..... 11,311 0.8 38.94 2/19/08 273,496 696,390
Arthur E. Lomenick...... 35,000 2.4 38.94 2/19/08 846,780 2,151,737
</TABLE>
- ------------------
(1) Excludes options granted in 1999 that were based on the Company's 1998
performance.
FISCAL YEAR-END OPTION VALUE TABLE
The following table sets forth certain information with respect to the
value of unexercised in-the-money options held by the Named Executive Officers
at December 31, 1998. There are options for which the exercise price is lower
than the closing price on that date. No options were exercised by the Named
Executive Officers during 1998.
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
SECURITIES UNDERLYING VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
OPTIONS AT FY-END(#) OPTIONS AT FY-END($)
---------------------------------- ----------------------------------
NAME (EXERCISABLE) (UNEXERCISABLE)(1) (EXERCISABLE) (UNEXERCISABLE)(1)
---- ------------- ------------------ ------------- ------------------
<S> <C> <C> <C> <C>
John A. Williams................. 143,061 35,820 $758,954 --
John T. Glover................... 143,061 35,820 758,954 --
Jeffrey A. Harris................ 47,285 214,328 343,901 --
W. Daniel Faulk, Jr.............. 65,142 24,091 469,491 --
Arthur E. Lomenick............... 30,749 35,000 219,285 --
</TABLE>
- ------------------
(1) Based on a closing price of $38.4375 per share of common stock on December
31, 1998.
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 officer who is an
employee is treated the same way as any other employee under the plan. 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
10
<PAGE> 14
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
our management. The contributions, if any, are made to a trust which is tax
exempt. The assets of the trust are invested for each participating employee by
the trustee at the employee's discretion among the alternatives available under
the plan, including a Company stock alternative. Our contributions to the plan
during 1998, 1997, and 1996 were $179,000, $158,000 and $251,000 respectively.
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 upscale 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 from the termination of his
employment and, subject again to certain exceptions and time limits, from
pirating employees or soliciting customers following a termination of employment
or from divulging trade secrets or confidential information. Each of Messrs.
Williams and Glover has entered into an employment contract with the Company,
the Operating Partnership and Post Services, effective June 1, 1998 for a term
of three years with automatic one year renewal terms subject to termination.
Termination is subject to six month notice by either the Company or the
executive. The contracts provide for annual base compensation equal to the
equivalent of $325,000, subject to any increases in base compensation approved
by the Compensation Committee as well as other benefits including the right to
participate in the Company's bonus programs and stock option plans.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1998, Messrs. Blank and Rice served as members of the Compensation
Committee. No member of the Compensation Committee was an officer or employee of
the Company or any of its subsidiaries during 1998 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
Group, Inc. During 1998, the Company received landscaping fees of $255,919 from
Mr. Williams, $72,533 from Mr. Glover and $268,892 from Mr. Blank. In the
aggregate, these fees included $5,697 of reimbursed expenses which the Company
does not include in landscape services revenue. As a result of these
transactions, $591,647 of landscape services revenue was recognized in the
Company's 1998 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.
11
<PAGE> 15
INSIDER LOANS
In 1996, Jeffrey A. Harris, an executive officer of the Company, borrowed
$1 million from the Company in order to purchase shares of our common stock. The
loan bears no interest and is payable on demand. We intend to forgive this loan
in certain installments equal to approximately $142,857 per year, providing that
the we meet certain performance targets. Under this criteria, we forgave
$142,857.14 of the loan during each of 1996, 1997 and 1998.
In 1998, R. Byron Carlock, Jr., an executive officer of the Company,
borrowed $350,000 from the Company. The loan bears interest at the Federal rate
of interest as computed in respect of short-term indebtedness by the Internal
Revenue Service plus one-quarter of one percent.
REPORT ON EXECUTIVE COMPENSATION
TO OUR SHAREHOLDERS:
The Compensation Committee is comprised of two independent, non-employee
directors. It is the Committee's responsibility to:
- Make recommendations and report to the board of directors 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.
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 highly challenging culture that motivates and retains
high-performing executives,
- Focus the compensation program on the achievement of strategic objectives
that enhance shareholder value,
- Be more performance driven than our market, and
- Orient total compensation more toward incentive pay components rather
than base salary.
In 1999, the Company's annual incentive plan will continue to reinforce the
pay-for-performance philosophy. Annual incentive opportunities will be targeted
at the market median for comparable REITs. Actual incentive payouts will be
determined based on a combination of corporate and business unit performance.
As further explained below in the section entitled "Annual Incentive Plan,"
the Company's performance will have a dominant role in the determination of
annual incentive payouts, particularly for senior corporate executives. The
Company's performance will be judged based on FFO per share growth versus
internally established goals as well as total return to shareholders in
comparison to a peer group of multifamily REITs. This approach is aligned with
the Company's objective of being more performance driven than our market and
more closely links compensation to enhancing shareholder value.
12
<PAGE> 16
For employees with significant business unit responsibilities, a
substantial portion of the annual incentive will be earned based on achieving
predetermined operational and financial goals. Specific goals have been
established for all of the Company's operating units.
BASE SALARY PROGRAM
Base salary levels are determined based on the Compensation Committee's
assessment of competitive market practices, individual performance over time,
and each individual's role and responsibilities in the organization.
The Company's base salaries for executive officers are consistent with
market median practices of other multifamily REITs and REITs of comparable size
outside of the multifamily asset class. The Compensation Committee intends to
maintain this posture for base salaries, provided the practice is serving the
Company's best interests.
Annual salary increases for executive officers take into account the
individual's performance, the Company's overall financial performance and
changes in the competitive marketplace. The Compensation Committee considers a
number of factors when evaluating individual performance. They include the
executive's contribution in:
- Generating favorable financial performance,
- Promoting Company values,
- Improving product and service quality,
- Developing strong relationships with customers, suppliers, and employees,
and
- Demonstrating leadership abilities.
ANNUAL INCENTIVE PLAN
The Company's annual incentive plan (the "Plan") promotes the Company's
pay-for-performance philosophy by communicating specific annual corporate and
individual business unit performance goals, based on the Company's three-year
strategic plan (which is updated annually), and rewarding senior management for
achievement of those goals. The Plan is structured to foster teamwork among the
executive officers and to focus efforts on corporate results that directly
impact shareholders, and to link individual performance to the Company's
strategic plan.
In 1998, one of the corporate performance measure was per share growth in
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. Total shareholder
return is the second measure of corporate performance utilized in the annual
incentive plan. Total shareholder return includes both share price appreciation
and dividends. The Company's total shareholder return performance was assessed
relative to a peer group of multifamily REITs. Another performance measure is
individual goals which are designed to promote achievement of the Company's
strategic goals and recognize outstanding leadership and personal growth.
Target awards were established at the start of the year. Actual payouts
varied above or below target based on the performance level achieved.
LONG-TERM INCENTIVE PLAN
The Committee believes that the financial interests of executive officers
and managers should be closely aligned with those of shareholders through equity
ownership. Performance stock option plan grant guidelines for 1998 for executive
officers under the Post Properties, Inc. Employee Stock Plan
13
<PAGE> 17
were based on the same criteria used for the Annual Incentive Plan and were
based on the performance of the Company, each business unit and, to a lesser
extent, individual performance. Based on performance in 1998, the Committee
granted 678,285 options to the Company's executive officers in February 1999.
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Williams' compensation for 1998 of $325,000 consisted of a base salary,
annual bonus and stock option grants. Mr. Williams was granted options to
purchase 26,132 shares of common stock in lieu of a salary increase in 1998.
This is consistent with the Compensation Committee's philosophy of emphasizing
both short- and long-term incentives, as opposed to base salary, in the overall
compensation package.
Under the existing annual incentive plan, Mr. Williams has the opportunity
to earn an annual bonus which is contingent upon the Company achieving
predetermined FFO per share objectives, as well as the Company's total
shareholder return as measured relative to a peer group of multifamily REITs.
The Compensation Committee believes that Mr. Williams' bonus payout opportunity
at budgeted and outstanding FFO performance is conservative versus market
practices. In 1998, Mr. Williams earned a bonus payout of $124,638 based on the
Company's performance. In order to reinforce the link with shareholder
interests, the Compensation Committee determined that it was in the best
interest of the Company and shareholders to grant Mr. Williams options in lieu
of his cash incentive bonus. Consequently, options to purchase 82,542 shares of
common stock having a Black-Scholes value of $1.51 per share were granted to Mr.
Williams in February 1999 in lieu of his cash incentive bonus.
Mr. Williams will continue to participate in an annual incentive plan. In
an effort to more closely link Mr. Williams' bonus with value created for
shareholders, Mr. Williams' incentive will be determined not only based on
meeting FFO per share growth goals, but also by the Company's achieving
significant total shareholder return objectives. Under the Plan, the Company's
total return performance will be judged versus the performance of a peer group
of multifamily REITs. The Company must achieve a total shareholder return which
is at least at the 60th percentile among the peer group in order for Mr.
Williams to receive incentive compensation.
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 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.
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.
By the Compensation Committee:
Arthur M. Blank
Charles E. Rice
14
<PAGE> 18
STOCK PRICE PERFORMANCE GRAPH
The following stock price performance graph compares our 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 and in the
two indexes on January 1, 1994 and further assumes the reinvestment of all
dividends. 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 March 1, 1994 through December 31, 1998 is not
necessarily indicative of future results.
<TABLE>
<CAPTION>
PPS S&P 500 NAREIT
---------- ----------- ----------
<S> <C> <C> <C> <C>
March 1994 95.03 96.19 103.40
June 1994 105.09 96.58 105.31
September 1994 102.38 101.33 103.15
December 1994 108.63 101.31 103.17
March 1995 103.88 111.17 103.00
June 1995 107.77 121.72 109.05
September 1995 112.19 131.40 114.19
December 1995 117.17 139.23 118.92
March 1996 121.44 146.70 121.63
June 1996 134.23 153.28 127.04
September 1996 141.09 158.02 135.35
December 1996 157.09 171.19 160.86
March 1997 150.90 175.78 161.98
June 1997 162.95 206.47 170.04
September 1997 162.05 221.94 190.13
December 1997 168.07 228.32 193.45
March 1998 167.97 260.16 192.55
June 1998 164.52 268.77 183.72
September 1998 168.02 242.03 164.39
December 1998 169.75 293.57 159.59
</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 ACTS.
OTHER MATTERS
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our executive officers and
directors and persons who beneficially own more than ten percent of our common
stock to file with the Securities and Exchange Commission certain reports 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 and certain
representations of
15
<PAGE> 19
such persons, all such persons have complied with the applicable reporting
requirements, with the exception of John T. Glover, who inadvertently reported
certain nominal gifts of stock to various charities approximately 12 months
late.
INDEPENDENT PUBLIC ACCOUNTANTS
PricewaterhouseCoopers LLP has audited the accounts of the Company and its
subsidiaries for fiscal year 1998 and has been appointed by the board of
directors to continue in that capacity for the Company's fiscal year ending
December 31, 1999. A representative of PricewaterhouseCoopers 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.
ANNUAL REPORT TO SHAREHOLDERS
Our Annual Report for the year ended December 31, 1998, 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
WE WILL PROVIDE WITHOUT CHARGE, AT THE WRITTEN REQUEST OF ANY HOLDER OF
COMMON STOCK OF RECORD AS OF THE CLOSE OF BUSINESS ON MARCH 15, 1999, A COPY OF
OUR 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. We will provide copies of the exhibits, if they are
requested by eligible shareholders, and we may impose a reasonable fee for
providing such exhibits. Request for copies of our Annual Report on Form 10-K
should be mailed to:
Post Properties, Inc.
One Riverside
4401 Northside Parkway, Suite 800
Atlanta, Georgia 30327-3057
Attention: Secretary
SHAREHOLDER PROPOSALS
Any shareholder proposals intended to be presented at our 2000 Annual
Meeting of Shareholders must be received by us on or before December 1, 1999 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. Any
shareholder proposals intended to be presented from the floor at our 2000 Annual
Meeting of Shareholders must be received by us on or before April 10, 2000 or
the persons appointed as proxies may exercise their discretionary voting
authority with respect to the shareholder proposal.
OTHER MATTERS
The board of directors knows of no other matters to be brought before the
Annual Meeting.
16
<PAGE> 20
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 of our employees. We 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 our common stock. In addition, we have
retained Corporate Communications, Inc. to assist in the solicitation of proxies
with respect to shares of our 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
Executive Vice President and Secretary
Atlanta, Georgia
March 31, 1999
17
<PAGE> 21
POST PROPERTIES, INC.
PROXY
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS ON MAY 7, 1999
The undersigned hereby appoints John A. Williams and John T. Glover each
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. The undersigned would be entitled to vote these shares if personally
present at the Annual Meeting of Shareholders, or at any adjournment thereof.
The Annual Meeting will be held on Friday, May 7, 1999, at 9:00 a.m., local
time, at One Riverside, 4401 Northside Parkway, Suite 800, Atlanta, Georgia.
The undersigned acknowledges receipt of the accompanying Notice of Annual
Meeting of Shareholders and Proxy Statement, and will vote on the matters
described in both 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 7, 1999.
IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF
YOU HAVE PREVIOUSLY RETURNED YOUR PROXY.
- --------------------------------------------------------------------------------
Please sign exactly as your name or names appear hereon. For more 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 partnership name
authorized person.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ---------------------------------- ------------------------------------
- ---------------------------------- ------------------------------------
- ---------------------------------- ------------------------------------
<PAGE> 22
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
<TABLE>
<S> <C> <C> <C> <C>
- ---------------------------------------- 1. To elect one (1) director to serve until the 2000 Annual
POST PROPERTIES, INC. Meeting of Shareholders and three (3) directors to serve
- ---------------------------------------- until the 2002 Annual Meeting of Shareholders:
FOR ALL WITH- FOR ALL
NOMINEES HOLD EXCEPT
TO SERVE UNTIL THE 2000 ANNUAL MEETING: [ ] [ ] [ ]
Russell E. French
TO SERVE UNTIL THE 2002 ANNUAL MEETING:
Zell Miller, Charles E. Rice, John A. Williams
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NAME(S) OF THE NOMINEE(S) IN
THE LIST ABOVE. YOUR SHARES WILL BE VOTED FOR THE REMAINING NOMINEE(S)).
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO DIRECTION IS INDICATED, THE PROXY
WILL BE VOTED FOR THE ABOVE-STATED PROPOSAL.
Please be sure to sign --------------
and date this Proxy. Date
- ---------------------------------------- Mark box at right if an address change or comment has been noted on the reverse
side of this card [ ]
- ----------Shareholder sign here---------
- -----------Co-owner sign here-----------
</TABLE>
