High-End REIT in Lowdown Brawl
Melissa Davis
05/19/03 - 07:18 AM EDT
Post Properties has always been more than a quiet, boring real estate
investment trust.
After all, the company's upscale branding strategy relies on being
noticed and recognized. But these days, Post is scoring a pile of extra
attention via a nasty civil war. Post and the ambitious man who
founded it are firing loud shots at one another as they head toward a
battle for control at Thursday's annual meeting.
Post's current leadership, recently endorsed by the nation's largest
proxy advisory firm, is viewed as the heavy favorite. But company founder
John Williams -- new to the underdog role -- has already shown that he can
fight like a pit bull. He's clamped down on Post's management and, some
believe, won't rest until he regains his grip on the fancy apartment
empire he started more than three decades ago.
"I don't think he has a chance of winning," said one Wall Street
expert. "But I don't think he'll go away when the proxy fight's over,
either. His whole problem is not the value of Post's shares; it's the fact
that he doesn't control the company anymore. John Williams cannot let go."
The retired CEO, stripped of his chairmanship a decade early, adamantly
claims otherwise. He has, in fact, promised to reject any executive
position at the company and even give up his current board seat if his
efforts prevail.
But in both campaigns, promises have taken a back seat to attacks. Each
party blames the other for harming the company and overlooking the best
interests of its shareholders. In the end, neither side has managed to look
particularly strong or noble.
"On a quarterly basis, the REIT world is kind of sleepy," admitted one
industry expert. "This gives us something good to watch. It's fun."
Secret Weapons
The drama officially began when Williams shattered the industry calm
with a rare proxy fight, launched seven weeks ago.
His biggest weapon -- now central to his attack -- began as a secret one. Sometime last fall, Boston-based General Investment and Development, or GID, came sniffing around the real estate company with plans to buy it out. Williams claims he was the only Post director who took the offer
seriously. The rest, he says, sought to quietly pass an anti-takeover
clause that would protect their jobs.
Williams angrily fought down the measure during a meeting in January.
The victory would be among his last as chairman. The following month,
Post yanked Williams' title and made him a regular member of the board. It
also set out to formally block his involvement in the day-to-day operations
of the company.
Williams came charging back, launching a legal battle before dropping
it in favor of the current proxy fight. Meanwhile, Post went on to quietly
confirm that it had received -- and rejected -- a formal buyout offer from
GID in its regulatory filings. It also continued to chip away at its old
leadership, shedding both its CFO and an executive vice president with
little explanation to shareholders.
But the company sent neither executive away empty-handed. Like Williams
himself -- who voluntarily stepped down as CEO eight months before he got
booted as chairman -- both executives picked up seven-figure severance
packages for going away.
"If their performance was so unsatisfactory, why did they receive
generous severance packages?" Williams demanded of Post leaders. "Is this
also fair to associates of Post, who have been forced to take a 2% cap on
salary increases?"
But in the end, some say, Williams' words backfired.
The $6 Million Man
Until recently, Edward Lowenthal was best known as one of the most
distinguished executives in the real estate world. These days, he's also
called the "$6 million man."
He has Williams to thank for that starring role.
Accused of trying to regain control of his old company, Williams hunted
down the most impressive outsider he could find. And he promised him plenty
to become Post's next CEO.
If Williams wins his fight, Lowenthal will collect a $750,000 base salary that's twice the current CEO's. He will at least double his salary with a guaranteed bonus plan that currently doesn't exist. He will receive 500,000 stock options that are already in the money. He will pick up
100,000 shares of restricted stock. He'll get a company car and a furnished
apartment in Atlanta. And he'll be reimbursed for travel expenses if he
decides to commute from his current home in New Jersey.
All told, Post has stressed, Lowenthal stands to collect more than $6
million if he successfully replaces the company's current $375,000-a-year
CEO.
"For all his talk about good corporate governance, Mr. Williams already
has committed a huge amount of your company's money to the person he picked
as CEO if his nominees are elected at the upcoming shareholders meeting,"
Post stated last week. "Keep in mind that it is Post Properties -- not Mr.
Williams -- which would be obligated to pay the enormous contractual
amounts."
Williams is instead on the hook for a smaller sum. In order to snag
Lowenthal ahead of the proxy showdown, Williams promised the executive
$300,000 -- plus expenses -- even if his attempt to replace half the board
ultimately fails.
The Long Journey
Of course, Williams is known as a big spender.
The Post brand, launched 32 years ago on the outskirts of Atlanta, is now synonymous with luxurious apartment living all across the Southeast.
The company offers both suburban and trendy urban apartments that feature
special touches such as high ceilings, direct-access garages and lush
landscaping complete with the blooming tulips that also decorate the
company's logo.
Post intentionally set out to entice affluent tenants, primarily in the
growing cities of Atlanta and Dallas, who were willing and able to satisfy
expensive tastes. But the same strategy that propelled the company to
stardom has now come back to haunt it. Neither Atlanta nor Dallas is the
booming city it was just a few years ago. Rather, both cities have been
hard hit by the sagging economy and the worst apartment slump
in recent history. Some of the same residents who could cheerfully write
out big rent checks are now typing up new resumes instead. And others,
tempted by record-low mortgage rates, have decided to take the plunge and
buy the homes they could have afforded all along.
This reversal has taken a toll on Post, its stock and its dividend. The company has been selling prize apartment complexes instead of aggressively building more of them. It has watched its stock tumble below $25 --with only a slight rebound to $26.30 -- for the first time in nearly five years.
And it has become so strapped for extra cash that last year it finally
cut its dividend so it could stop selling assets and borrowing money to pay
it.
This storm, brewing when doctors told Williams he needed heart surgery
two years ago, erupted since Williams retired. And these days, Post looks
sicker than its founder.
Williams, for one, believes a buyer could cure the company. But Wall
Street isn't holding its breath for another deal. On the basis of their sell
recommendations, analysts believe the recent $26-a-share offer from GID -- dismissed by Post as too low -- may be as good as the company gets for awhile.
And at least one analyst doubts the GID offer was even genuine. He
believes Williams intentionally sought out a lowball offer so that, when
management refused it, he would have a weapon for his fight. The analyst is
convinced that Williams is only hurting the company -- and himself -- by
trying to hang on.
But Williams has no plans to back down. If anything, he and his
supporters are more determined -- and confident -- than ever.
"Based on the meetings and phone conversations Mr. Williams and the
slate are having with investors," his publicist said last week, "they have
been increasingly encouraged by the reception the message is receiving."
Still, the fight has left Post and its founder -- particularly the latter -- with signs of damage.
"Maybe he wanted to leave on a high note," one expert pondered. "But
he's the man who built that company, and he should be proud.
"His legacy was already intact."
