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
Filed by the Registrant |_|
Filed by a Party other than the Registrant |X| Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, For Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|X| Soliciting Material Under Rule 14a-12
Post Properties, Inc.
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(Name of Registrant as Specified in Its Charter)
John A. Williams
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
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|X| No fee required.
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For Immediate Release
Contacts:
Media Investors
Jeremy Fielding/Kimberly Kriger Larry Dennedy/Bob Marese
Kekst and Company MacKenzie Partners, Inc.
212-521-4800 212-929-5500
John A. Williams Proposes New Corporate Governance Provisions
for Post Properties
Nominates New Candidate to Independent Slate of Directors
ATLANTA, April 14, 2003 - John A. Williams, founder, largest shareholder and
director of Post Properties, Inc. (NYSE: PPS) today announced additional
proposals to raise the quality of corporate governance that the independent
slate of nominees to Post's Board of Directors will introduce if elected at the
upcoming Post annual meeting of shareholders noticed for Thursday, May 22, 2003.
Following certain preliminary discussions with Post Properties shareholders, it
has been determined that the nominees will take the following actions, if
elected, to raise the quality of corporate governance and enhance shareholder
value. They would propose that the Board:
o Be prohibited from adopting a shareholder rights plan (poison pill) without
first receiving shareholder approval;
o Not opt-in to or utilize Georgia's anti-takeover statutes without prior
shareholder approval; and
o Modify the Company's certificate of incorporation to allow investors who
meet certain criteria related to preserving the Company's REIT status to
accumulate larger stakes in Post.
Further details will be provided in the amended proxy materials that will be
filed shortly with the Securities and Exchange Commission.
These proposals would be in addition to the nominees' previously announced
provisions for establishing shareholder-friendly governance of Post, including
the creation of a Special Committee of independent directors to objectively
evaluate all strategic alternatives, proposing the elimination of Post's
staggered Board, and requiring shareholder approval for the grant of options and
restricted stock to Post's CEO and all other directors.
Mr. Williams said, "The past eighteen months have been a wake-up call for
corporate America in terms of corporate governance. Every business has
become aware that practices that were previously acceptable can be misused with
serious repercussions for shareholders. We must all scrutinize corporate
practices and policies and make changes recognizing that raising the bar of
corporate governance is a process of continuous improvement.
"Therefore, following our initial dialogue with shareholders, we have expanded
our proposed corporate governance initiatives. The new independent Board of Post
Properties will consider the full range of available alternatives in its efforts
to enhance shareholder value, and will not stand in the way of any option that
benefits Post shareholders," Mr. Williams concluded.
Additionally, Frank Bryant was announced today as a new nominee on the
independent slate. He replaces Jansen Noyes III, who withdrew his name due to
concerns expressed by his employer that a potential conflict of interest within
his employer's organization could arise as a result of his nomination. Mr. Noyes
commented, "John and his slate are on the right side of the issues and I am
confident the shareholders, acting with enlightened self interest, will agree."
Frank Bryant has over 40 years of experience in the public and private real
estate markets. Mr. Bryant is a former Executive Vice President of and officer
in charge of the real estate division of Manufacturers Hanover Trust Company,
and the former senior real estate lending officer of Manufacturers Hanover
Corporation. Mr. Bryant is currently active in entrepreneurial real estate
investments with an emphasis on senior housing and health care. Mr. Bryant was a
member of the Real Estate Advisory Committee of the New York State Common
Retirement Fund for 24 years, and has been active in numerous other
organizations, including, among others, the Community Preservation Fund, the
Industry Real Estate Financing Advisory Council of the American Hotel and Motel
Association, the Real Estate Center of the Wharton School of the University of
Pennsylvania and the Real Estate Board of New York.
Mr. Williams believes his five nominees plus himself have the industry
experience, the proven track records, the financial expertise, and in
particular, the independence that is necessary to raise the quality of Post's
corporate governance, improve Post's operating performance, and enhance
shareholder value. Voting for these new nominees will take place by mail and at
the Post annual meeting of shareholders noticed for May 22, 2003.
A new website has been established for Post Properties shareholders at
HTTP://WWW.POSTSHAREHOLDERS.COM. If you own stock of Post Properties, please
visit this website regularly for updated information and instructions of how to
join Mr. Williams and the other Post shareholders who want to restore and
enhance value at Post Properties.
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IMPORTANT INFORMATION
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On April 7, 2003, Mr. Williams filed a preliminary proxy statement with the
Securities and Exchange Commission relating to his solicitation of proxies from
shareholders of Post Properties, Inc. with respect to Post Properties' 2003
Annual Meeting scheduled for May 22, 2003. Mr. Williams will file with the
Commission, and will furnish to Post Properties shareholders, a definitive proxy
statement regarding his solicitation of proxies from Post Properties
shareholders with respect to the 2003 Annual Meeting. Mr. Williams may also file
additional proxy solicitation materials. MR. WILLIAMS ADVISES ALL POST
PROPERTIES SHAREHOLDERS TO READ THE DEFINITIVE PROXY STATEMENT AND ANY
ADDITIONAL PROXY SOLICITATION MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Mr. Williams' preliminary proxy
statement is, and the definitive proxy statement and any additional proxy
solicitation materials will be, available for free at the Securities and
Exchange Commission's Internet web site at www.sec.gov. You may also obtain a
free copy of Mr. Williams' definitive proxy statement, when it becomes
available, and other relevant documents by writing to MacKenzie Partners, Inc.
toll-free at (800) 322-2885 or (212) 929-5500 or by email at
PROXY@MACKENZIEPARTNERS.COM.
PARTICIPANT INFORMATION
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Mr. Williams and his nominees for election to the board of directors of Post
Properties may be deemed to be participants in Mr. Williams' solicitation of
proxies with respect to the 2003 Annual Meeting of Post Properties. These
nominees are George R. Puskar, Roy E. Barnes, Frank Bryant, Paul J. Dolinoy, and
Thomas J.A. Lavin.
Mr. Williams and his nominees have interests in the solicitation of proxies with
respect to the 2003 Annual Meeting of Post Properties arising from their
beneficial ownership of the common stock of Post Properties. Mr. Williams also
receives customary compensation from Post Properties in exchange for his
services as a director and pursuant to his employment agreement with the
Company. If elected, Mr. Williams would accept a base salary of $1 per year
without any cash bonus or other cash payment in consideration of his services.
If elected, Mr. Williams' nominees will receive customary director fees for
their services as directors. Additional information with respect to the
beneficial ownership of shares of common stock of Post Properties by Mr.
Williams and his nominees is as follows: other than Mr. Williams, who owns
2,887,815 shares (including currently exercisable options and partnership units
convertible for common stock) and Mr. Puskar, who owns 3,000 shares, none of the
other nominees currently own shares in Post Properties.