-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KLcA0k8irbMDyKGDMbna2ozxVySmI2EcyXtTWsDuEu/iYHLjFn9naiVjg/mXAzUa oxvUDi6DaaRPr/TwM+P0qA== 0001179022-04-000059.txt : 20040303 0001179022-04-000059.hdr.sgml : 20040303 20040303155540 ACCESSION NUMBER: 0001179022-04-000059 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040303 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: POST PROPERTIES INC CENTRAL INDEX KEY: 0000903127 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 581550675 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45003 FILM NUMBER: 04646129 BUSINESS ADDRESS: STREET 1: 4401 NORTHSIDE PARKWAY STREET 2: SUITE 800 CITY: ATLANTA STATE: GA ZIP: 30327 BUSINESS PHONE: 4048465000 MAIL ADDRESS: STREET 1: 4401 NORTHSIDE PARKWAY STREET 2: SUITE 800 CITY: ATLANTA STATE: GA ZIP: 30327 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WILLIAMS JOHN A CENTRAL INDEX KEY: 0000940225 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: SUITE 400 STREET 2: 3625 CUMBERLAND BLVD CITY: ATLANTA STATE: GA ZIP: 30339 BUSINESS PHONE: 770-818-4100 MAIL ADDRESS: STREET 1: SUITE 400 STREET 2: 3625 CUMBERLAND BLVD CITY: ATLANTA STATE: GA ZIP: 30339 SC 13D/A 1 williams13damdt5.htm SCHEDULE 13D/A Schedule 13D, Amendment No. 4
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 ____________________________

SCHEDULE 13D/A
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)

(AMENDMENT NO. 5)

Post Properties, Inc.
 (Name of Issuer)

Common Stock, Par Value $0.01 per share
 (Title of Class of Securities)

737464107
 (CUSIP Number)

John A. Williams
One Riverside
4401 Northside Parkway, Suite 100
Atlanta, Georgia 30327
(404) 846-5051

with copies to:

McKenna Long & Aldridge LLP
303 Peachtree Street, Suite 5300
Atlanta, Georgia 30308
Attn: Leonard A. Silverstein, Esq.
(404) 527-4390
 (Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 19, 2004
 (Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. :

(Continued on following pages)

  Page 1 of 4 pages

 

CUSIP No. 737464107
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - (ENTITIES ONLY)

John A. Williams

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) :
(b) :

3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):  o
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
  NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER
2,020,4691
8. SHARED VOTING POWER
26,9062
9. SOLE DISPOSITIVE POWER
2,020,4691
10. SHARED DISPOSITIVE POWER
26,906 2
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,047,3751 (All common stock or units redeemable for common stock)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES                                                                                                   [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.4 %(1)(3)
14. TYPE OF REPORTING PERSON
IN

______________________

1 Assumes full exercise of currently-exercisable options and the full exchange of limited partnership units in Post Apartment Homes, L.P. beneficially owned by John A. Williams.

2 Includes 1,406 shares of Common Stock held by John A. Williams' spouse and 25,000 shares owned by the John A. Williams Foundation, Inc.

3 Based on 38,002,848 shares of Common Stock outstanding as of November 7, 2003, as disclosed by Post Properties, Inc. in its Quarterly Report on Form 10-Q dated November 14, 2003, reporting results for the quarter ended September 30, 2003.

Page 2 of 4 pages

 

CUSIP No. 737464107

Amendment No. 5 to Schedule 13D

Reference is made to the Statement on Schedule 13D filed July 22, 1993 on behalf of John A. Williams, as amended by Amendment No. 1 thereto filed on March 6, 1995, Amendment No. 2 thereto filed on April 7, 2003, Amendment No. 3 thereto filed on May 6, 2003, and Amendment No. 4 thereto filed on August 28, 2003 (as amended, the "Schedule 13D") with respect to Mr. Williams' beneficial ownership of shares of common stock, par value $0.01 per share (the "Common Stock") of Post Properties, Inc. (the "Issuer"). The information set forth in this Amendment No. 5 to Schedule 13D in the responses to each separate Item shall be deemed to be a response to all Items where such information is relevant. Any statement contained in the Schedule 13D shall be deemed to be modified or superceded for purposes of this Amendment No. 5 to Schedule 13D to the extent that a statement contained herein modifies or supercedes such statement.

Item 5.      Interest in Securities of the Issuer.

(a)    As of the close of business on February 19, 2004, Mr. Williams directly owned 790,659 shares of Common Stock, and indirectly owned 90,097 shares of Common Stock. As of such date, Mr. Williams also owned options to purchase 413,071 shares of Common Stock, all of which are currently exercisable. As of such date, Mr. Williams directly owned 149,761 limited partnership units in Post Apartment Homes, L.P. (the "Units") and indirectly owned through control of certain limited partnerships and other legal entities 603,787 Units, which Units are exchangeable for an aggregate of 753,548 shares of Common Stock. Assuming full exercise of the options and full conversion of the Units, the 2,047,375 shares of Common Stock beneficially owned by Mr. Williams represent approximately 5.4 % of the outstanding Common Stock (based on 38,002,848 shares of Common Stock disclosed as outstanding as of November 7, 2003 by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).

(b)   Number of shares as to which the reporting person has:

  (i) Sole power to vote or direct the vote: 2,020,469
  (ii) Shared power to vote or direct the vote: 26,906*
  (iii) Sole power to dispose or to direct the disposition: 2,020,469
  (iv) Shared power to dispose or to direct the disposition: 26,906*

* Voting and dispositive power with respect to 1,406 shares is shared with Mr. Williams' spouse and 25,500 shares is shared with the John A. Williams Foundation, Inc.

(c)    All transactions in shares of Common Stock by Mr. Williams in the 60 days prior to the filing of this Amendment No. 5 to Schedule 13D are set forth below:

  Transaction Type Date Amount Price Per Share
  Redemption of Units 02/09/04 172,500 N/A
  Shares acquired through Unit redemption 02/09/04 172,500 N/A
  Shares sold in open market 02/19/04 172,500 $28.50

(d)    Not applicable.

(e)    Not applicable.

Item 6.      Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Mr. Williams has pledged 767,142 shares of Common Stock as collateral to secure a term loan, maturing in 2006, made to Mr. Williams by Merrill Lynch. As of February 19, 2004, the total principal amount outstanding under such loan was approximately $8.8 million.

Page 3 of 4 pages

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: March 1, 2004

 /s/ John A. Williams                       
  John A. Williams
   

 

 

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