Post Properties Inc - Current report filing (8-K)
05 Agosto 2008 - 7:57PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
August 4, 2008
Post Properties, Inc.
Post Apartment Homes, L.P.
(Exact name of registrant as specified in its charter)
Georgia
Georgia
(State or other jurisdiction of incorporation)
1-12080
0-28226
(Commission File Number)
58-1550675
58-2053632
(IRS Employer Identification Number)
4401 Northside Parkway, Suite 800, Atlanta, Georgia 30327
(Address of principal executive offices)
Registrants telephone number, including area code
(404) 846-5000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (
see
General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 8.01. Other Events.
On August 4, 2008, Post Properties, Inc. (Post) entered into an agreement (the Agreement) with
Pentwater Capital Management LP and Pentwater Growth Fund Ltd., on behalf of themselves and certain
affiliates (collectively, Pentwater), pursuant to which Pentwater agreed to irrevocably withdraw
its previous notice of nomination of candidates for election as directors of Post at Posts 2008
Annual Meeting of Shareholders (the 2008 Annual Meeting). Pursuant to the Agreement, Post and
Pentwater agreed that all of Posts incumbent directors, other than a director who has reached the
mandatory retirement age, will stand for reelection to the Board of Directors (the Board) at the
2008 Annual Meeting and that, in addition, David R. Schwartz will stand for election as a Board
nominee at the 2008 Annual Meeting. Post and Pentwater also agreed that as promptly as practicable
after the date of the Agreement, they will seek to identify a new independent director (the New
Director and together with Mr. Schwartz, the Pentwater Designees) to be appointed or elected to
the Board. Pentwater has identified an individual to serve as the New Director and Post has agreed
to review the qualifications of such individual as promptly as practicable. In the event that such
identified person is not selected to serve as the New Director, the Agreement provides that Post
will identify, as promptly as is reasonably practicable, a qualified individual to serve as the New
Director, which New Director shall be reasonably acceptable to Pentwater. Post and Pentwater have
agreed to use their reasonable efforts to identify the New Director prior to October 31, 2008.
Pentwater, by written notice furnished to Post no later than February 15, 2009 (the 2009
Nomination Notice), may require that either or both of the Pentwater Designees be nominated by the
Board to stand for reelection as directors at Posts 2009 Annual Meeting of Shareholders (the 2009
Annual Meeting), in which event Post shall include such nominee(s) on the Boards slate of
nominees at such meeting.
Pentwater has agreed to publicly support and recommend that Posts shareholders vote for the
election of the agreed upon slate of Board nominees at the 2008 Annual Meeting, and to vote all of
its shares of Posts Common Stock (the Common Stock) which it is entitled to vote at the 2008
Annual Meeting in favor of the election of each of the Boards nominees for director at the 2008
Annual Meeting. In addition, Pentwater will not engage in any solicitation of proxies or consents,
or advise, encourage or influence any person with respect to the voting of any Common Stock prior
to or at, the 2008 Annual Meeting. Pentwater has also agreed that it will not solicit Posts
shareholders for the approval of any shareholder proposals or encourage any person to initiate any
such shareholder proposal in connection with the 2008 Annual Meeting. If Pentwater furnishes Post
with a 2009 Nomination Notice, Pentwaters obligations as set forth in this paragraph also will
apply with respect to the 2009 Annual Meeting.
The Agreement further provides that Douglas Crocker will serve as the Vice Chairman of
the Board and will continue to be the Chairman of the Strategic Planning and Investment Committee
of the Board. Mr. Crocker will continue to serve in such positions until at least the 2009 Annual
Meeting so long as he remains on the Board.
The Agreement also provides that if both Pentwater Designees are serving as members of the Board,
each Pentwater Designee shall be offered membership on at least two of the following committees of
the Board: the Strategic Planning and Investment Committee, the Audit Committee, the Executive
Compensation and Management Development Committee and the Nominating and Corporate Governance
Committee and at least one of the Pentwater Designees shall be offered membership on the Strategic
Planning and Investment Committee. If only one Pentwater Designee is serving on the Board, such
Pentwater Designee shall be offered membership on the Strategic Planning and Investment Committee
and one of the other three committees identified above.
Post has agreed to reimburse Pentwater for its reasonable and documented out-of-pocket expenses
incurred in connection with its nomination of directors to the Board and the negotiation of the
Agreement, in an aggregate amount not to exceed $100,000.
Pentwater has agreed to return to Post any shareholder list and related information previously
furnished by Post to Pentwater in connection with Pentwaters demand for such information.
Pentwater and Post have also agreed to mutual releases relating to the nomination and election of
directors at the 2008 Annual Meeting and to Pentwaters ownership of Common Stock or interests in
Common Stock.
The foregoing summary of the Agreement does not purport to be complete and is subject to, and
qualified in its entirety by, the full text of the Agreement, which is attached as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated herein by reference.
On August 5, 2008, Post announced that the 2008 Annual Meeting has been scheduled for October 16,
2008. In accordance with Rule 14a-5(f) under the Securities Exchange Act of 1934, as amended (the
Exchange Act), proposals to be considered for inclusion in Posts proxy statement for the 2008
Annual Meeting pursuant to Rule 14a-8 under the Exchange Act must be received by Post at its
principal executive offices on or before August 20, 2008. In addition, in order for a shareholder
proposal made outside of Rule 14a-8 under the Exchange Act to be considered timely within the
meaning of Rule 14a-4(c) of the Exchange Act, such proposal must be received by Post at its
principal executive offices on or before August 15, 2008. Proposals should be directed to the
attention of the Corporate Secretary, Post Properties, Inc., 3301 Northside Parkway, Suite 800,
Atlanta, Georgia 30327-3057.
On August 5, 2008, Post issued a press release relating to the Agreement and the date of the 2008
Annual Meeting. This press release is attached as Exhibit 99.2 to this Current Report on Form 8-K
and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
99.1
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Agreement, dated August 4, 2008, entered into by Post Properties, Inc. with Pentwater Capital
Management LP and Pentwater Growth Fund Ltd., on behalf of themselves
and certain affiliates.
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99.2
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Press Release dated August 5, 2008.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 5, 2008
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POST PROPERTIES, INC.
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By:
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/s/ David P. Stockert
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David P. Stockert
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President and Chief Executive Officer
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 5, 2008
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POST APARTMENT HOMES, L.P.
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By:
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POST GP HOLDINGS, INC.,
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as General Partner
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By:
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/s/ David P. Stockert
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David P. Stockert
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President and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit
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Number
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Index
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99.1
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Agreement, dated August 4, 2008, entered into by Post Properties, Inc. with Pentwater Capital Management LP and
Pentwater Growth Fund Ltd., on behalf of themselves and
certain affiliates.
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99.2
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Press Release dated August 5, 2008.
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Grafico Azioni Post Properties (NYSE:PPS)
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