Williams Cuts Ties With Post in Multi-Million-Dollar Settlement

The settlement, including an annual cash stipend of $400,000, plus medical benefits, life insurance and varied perks, could reach a collective value of $10 million over the next nine years, local observers in a position to know tell GlobeSt.com. Williams, 62, is getting paid off early. His formal employment contract doesn't end until 2013.

Under the settlement terms, Williams agrees to step down immediately as a director but Post will continue to provide Williams with "certain payments and benefits" until May 31, 2013, the expiration of his formal employment contract with the company.

The settlement agreement also provides for "customary standstill covenants" by Williams for seven years. That means Williams agrees not to fight with Post for the next seven years. Williams and Post also agreed not to bad-mouth each other in public and not to sue each other on future issues that might arise.

Post also released Williams from a non-compete contract. That means Williams' newly formed stable of area companies may compete directly against Post's garden-style apartments development product, Downtown multifamily brokers tell GlobeSt.com.

In a heated dispute with other directors over company management objectives, Williams resigned as chairman July 1, 2002. But he stayed on as a director and chairman emeritus with an annual stipend of $150,000.

Post's prepared statement issued late Friday, Aug. 27, didn't spell out the total value of the settlement package. Approved by chairman Robert C. Goddard III, the statement says only that "in February 2003, the company recorded a charge for the present value of the estimated payments under Mr. Williams' employment agreement."

Goddard says, "Because the present value of the estimated payments under the settlement agreement approximates the company's remaining accrued charge under the employment agreement, the company does not currently anticipate an additional accrual in connection with this settlement."

In the same statement, Goddard says "We are extremely pleased that we have been able to put our differences behind us, and that the board and management can focus their full attention on the company's business and improving value for the benefit of all shareholders."

Goddard says, "This past year and a half has been a challenging period for the company, but I believe we have emerged with a board of directors which is united in its determination to help the company realize the value of its assets."

He adds, "Post Properties owes much to John Williams, and we wish him well in the future."

In leaving, Williams feels he has played a major role in re-shaping Post's direction. "This was the right time for an amicable parting," he says in the statement issued by Post. "My activism has resulted in positive changes at Post Properties, particularly in the important area of corporate governance. And, with three new recently elected, independent directors in place, I am now comfortable leaving my position on the Post Properties board of directors."

Williams says he intends to "pursue my own interests in real estate investment and development, and I will always maintain a deep affection for Post."

That affection, however, was not present on May 22, 2003 when 65% of the company's voting shareholders rejected Williams' expensive proxy fight to regain control of the company. Post spent $4 million fighting Williams in the six-month battle. Williams, by his own accounting, spent about $6.5 million of his own money.

One shareholder who remembers the Williams-Post battle of 2004 involving the payment of fees to directors is Ronald S. Leventhal of Marietta. His pending federal court lawsuit in Atlanta alleges gross mismanagement by Post directors.

"Please remember that Williams offered to suspend millions in his benefits at the May 27, 2004 shareholders meeting, if [director] John Glover would follow suit," Leventhal tells GlobeSt.com. "Glover refused. That certainly impacts my view of who has been unreasonably costing shareholders hundreds of thousands to millions in legal fees."

Leventhal says "a positive response by others to Williams at that meeting might have improved matters. Only time will tell if the energy spent on the separation of interests with John Williams may now focus on the myriad of serious issues I have raised, and the ability of Post to corral management and recover the tens of millions I contend have been worse than thrown away."

Williams lost no time in bouncing back into the real estate sphere after resigning from Post in 2002. He directs several local real-estate companies, including Madison Retail LLC and Ram Partners. He also chairs newly formed Grove Street Partners. Williams also has an equity interest in Riverside Bank, according to interviews Williams has previously given to the media.

Williams and Grove Street made news last week by paying $10 million, or $5. 9 million per acre, to locally based Songy Partners for a prime 1.7-acre parcel in the affluent Buckhead district, as GlobeSt.com previously reported. Williams and developer David Songy tentatively plan to develop a 300,000-sf office structure and 150-unit condominium community on the site.