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
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(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
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Check box if any part of the fee is offset as provided by Exchange Act
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previously. Identify the previous filing by registration statement number, or
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[The following pages supplement materials filed by John A. Williams with the
Securities and Exchange Commission on April 11, 2003.]
Protect your Post Properties Investment
Vote GOLD to Restore Shareholder Value
CLICK HERE TO READ MR. WILLIAMS' PRELIMINARY PROXY STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON APRIL 21, 2003.
ATTENTION: POST PROPERTIES SHAREHOLDERS
John A. Williams, the founder of Post Properties, Inc., Chairman Emeritus and a
director of the Company, and the previous Chairman and CEO, is also Post's
largest shareholder.
He has concluded that the incumbent Board of Directors lacks the experience and
capability to restore and build value for all Post shareholders.
That's why Mr. Williams has initiated an effort to solicit proxies so that
shareholders can take action at Post Properties' 2003 Annual Meeting. A number
of long-standing Post Shareholders have already committed to support Mr.
Williams' efforts. Shareholders are urged to elect an independent slate of
experienced executives and real estate professionals to serve as directors who
will work more effectively in the best interests of all Post shareholders.
Given Post Properties' disappointing financial performance, Mr. Williams firmly
believes the interests of all Post shareholders would be better served if his
five independent nominees are elected. Shareholders must act now. Mr. Williams
believes his proposed alternate slate of directors plus himself have the
industry experience, proven track records, financial expertise, and in
particular, the independence that is necessary to:
- IMPLEMENT SHAREHOLDER FRIENDLY CORPORATE GOVERNANCE AT POST,
- IMPROVE POST'S OPERATING PERFORMANCE, AND
- ENHANCE SHAREHOLDER VALUE.
[Graph of 2002 Price Performance of Post Properties, Inc. and Peer Group]
If you own stock of Post Properties, please visit this website regularly for
information that will help you learn more and provide you with instructions of
how to join Mr. Williams and the other Post shareholders who want to restore and
enhance value at Post Properties.
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. Mr. Williams filed an amended proxy statement on April 21, 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
http://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 at 105 Madison Avenue, 14th Floor, New York, NY
10016.
If you have any questions about the proxy materials, you may call MacKenzie
Partners, Inc. at (800) 322-2885.
Protect your Post Properties Investment
Vote GOLD to Restore Shareholder Value
George R. Puskar
Roy E. Barnes
Francis L. Bryant, Jr.
Paul J. Dolinoy
Thomas J.A. Lavin [photo]
GEORGE R. PUSKAR
George R. Puskar retired in June 2000 after 33 years in the real estate
industry. Mr. Puskar was Chairman and Chief Executive Officer of Equitable Real
Estate Investment Management, Inc., which was one of the world's most
diversified real estate organizations with over $36 billion in assets under
management and was ranked as the leading manager of United States pension real
estate assets. He was elected an officer of Equitable in 1977 and President of
Equitable Real Estate in 1984.
Over the years, Mr. Puskar has been active in numerous real estate organizations
and has served on the Boards of NRC (National Realty Committee), ICSC
(International Council of Shopping Centers), NACREIF (National Council of Real
Estate Investment Fiduciaries), and U.L.I. (Urban Land Institute). From 1993
until 1997, Mr. Puskar was also a Board member of Carr-America Real Estate
Investment Trust. Currently, Mr. Puskar serves on the Board of Directors and
Investment Committee of I-Star Financial, a NYSE listed real estate investment
trust with a $4.3 billion portfolio of assets.
Effective May 14, 2003, Mr. Puskar anticipates that he will be elected to the
Board of New Plan Excel Realty Trust, a self-managed real estate investment
trust with a national portfolio of community and neighborhood shopping centers
totaling approximately $3.7 billion in assets. He is currently Chairman of
Solutions Manufacturing, Inc., a manufacturer of electronic components based in
Rockledge, Florida, and he is active as a Vice-Chairman of World Team Sports, an
organization that specializes in unique athletic events with teams built around
disabled athletes.
[photo]
ROY E. BARNES
Roy E. Barnes is the immediate past Governor of the State of Georgia, having
served in that office from January 1999 until January 2003. During his term as
Governor, Governor Barnes also served as the Chairman of the Southern Regional
Education Board, Chairman of the Southern Governor's Association and Chairman of
the Education Commission of the States. Governor Barnes is presently donating
six months of his time as a full-time volunteer at Atlanta Legal Aid, which
provides free legal services to the poor and elderly in civil matters.
In addition to his long career as a public servant, Governor Barnes has also
conducted a successful law practice for many years, and he has been actively
involved in business, especially banking. He served on the Board of Directors of
First National Bank of Cobb County in the mid-1970's and was one of the
organizers of Cobb Savings and Loan Association and Community Bank and Trust
(later named Georgia State Bank). Governor Barnes also served as a Director of
Alcovy Banking Company, and, together with his brother, founded an extended stay
motel chain that operates under the name Efficiency Lodge, Inc. Governor Barnes
was recently awarded the 2003 John F. Kennedy Profiles in Courage Award by the
John F. Kennedy Library Foundation.
FRANCIS L. BRYANT, Jr.
Francis L. Bryant, Jr. has over 40 years of experience in the public and private
real estate markets. Mr. Bryant is a former Executive Vice President, 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 Trust Corporation and a member of Manufacturers Hanover Trust Company's
Credit Policy Committee. During his 20-year tenure with Manufacturers Hanover
Trust, Mr. Bryant arranged acquisition, construction and permanent financing for
a number of prominent sites, including, among others: World Financial Center in
New York, Bank of America Plaza in New York, Hilton Hotel and Towers in Chicago,
Trump Plaza in New York, Merchandise Mart in Atlanta, Ritz-Carleton Hotel in
Laguna Nigel, California. During his tenure as Executive Vice President,
Manufacturers Hanover Trust provided financing to Post Properties involving 24
properties totaling 7,915 units.
Mr. Bryant is currently active in entrepreneurial real estate investments with
an emphasis on senior housing and health care. He was a member of the Real
Estate Advisory Committee of the New York State Common Retirement Fund for 24
years until 2002. Mr. Bryant has been Chairman of the Community Preservation
Fund and Co-Chairman of the Industry Real Estate Financing Advisory Council of
the American Hotel and Motel Association. He was a founding member of the Real
Estate Center of the Wharton School of the University of Pennsylvania and has
served on the boards of other organizations, including the Real French
Corporation (a subsidiary of Banque Nationale de Paris), the Real Estate Board
of New York, Urban Land Institute, Prudential Realty Trust, New York University
Real Estate Institute and the Realty Foundation of New York.
[photo]
PAUL J. DOLINOY
Paul J. Dolinoy has over 31 years of real estate and investment management
experience. He retired in June 2000 as President of Lend Lease Real Estate
Investments, Inc., one of the largest real estate investment managers in the
world, with over $38 billion in real estate and commercial mortgages under
management for institutional and private clients in the United States. Prior to
Lend Lease's acquisition of Equitable Real Estate in 1997, Mr. Dolinoy served in
various executive officer capacities with Equitable since 1978, including Senior
Executive Vice President and head of Equitable Real Estate Institutional
Advisors, which provided real estate investment management service to
institutional investors.
Following his retirement and until January 2002, Mr. Dolinoy served as Chairman
of the Lend Lease Portfolio Assurance Committee, as a member of Lend Lease's
Prime Property Fund Investor Council and as a Senior Consultant to Lend Lease.
Currently he serves as Board Chairman of the J. P. Morgan United States Real
Estate Income and Growth Fund, as a member of the New York State Teachers'
Retirement System Real Estate Advisory Committee and as a Consultant to General
Motors Acceptance Corporation Institutional Advisors. Mr. Dolinoy has served on
various boards and committees including the Pension Real Estate Association
Board and Executive Committee and Equitable Real Estate's Executive and
Investment Committees.
[photo]
THOMAS J.A. LAVIN
Thomas J.A. Lavin is an independent real estate advisor and consultant with 30
years of experience in the public and private real estate capital markets. From
1999 to 2002, Mr. Lavin ran the commercial mortgage lending operation at
Metropolitan Life Insurance Co. where he was responsible for all aspects of a
$19 billion portfolio and $3 billion in annual originations. From 1997-99, Mr.
Lavin was a managing director of Citicorp Securities, where he was responsible
for origination of all major securitized and syndicated real estate financings.
In 1995 and 1996, he advised on the sale of over $2 billion in commercial
property sales for several clients.
From 1992-95, he was managing director and head of the real estate investment
banking group of Smith Barney. During his tenure, the group raised $8.3 billion
of capital principal in common equity for REITs. In 1991-92, he was President of
Weatherall, Green & Smith US, the U.S. branch of a global real estate consulting
company, where he developed acquisition opportunities for the firm's European
clients. From 1986-90, he was head of the real estate investment banking group
at The First Boston Corporation. He is a Council Chairperson for the Urban Lane
Institute and is a member of the Real Estate Roundtable of New York University.
Protect your Post Properties Investment
Vote GOLD to Restore Shareholder Value
April 22, 2003
WILLIAMS FILING CRITICIZES POST PROPERTIES BOARD'S REJECTION OF ALL CASH THIRD
PARTY ACQUISITION PROPOSAL WITHOUT EXPLORATION, LETTER TO BOARD EXPRESSES
CONCERNS ABOUT TRANSPARENCY AND BOARD OVERSIGHT OF RECENT TERMINATION OF
EXECUTIVES
April 14, 2003
JOHN A. WILLIAMS PROPOSES NEW CORPORATE GOVERNANCE PROVISIONS FOR POST
PROPERTIES, NOMINATES NEW CANDIDATE TO INDEPENDENT SLATE OF DIRECTORS
April 9, 2003
STATEMENT OF JOHN A. WILLIAMS IN RESPONSE TO POST PROPERTIES ANNOUNCEMENT
April 8, 2003
JOHN A. WILLIAMS FILES PRELIMINARY PROXY FOR ELECTION OF INDEPENDENT SLATE TO
POST PROPERTIES BOARD OF DIRECTORS AND SCHEDULE 13D
April 7, 2003
JOHN A. WILLIAMS ANNOUNCES INTENTION TO SOLICIT PROXIES FOR ELECTION
OF INDEPENDENT SLATE TO POST PROPERTIES BOARD OF DIRECTORS
Protect your Post Properties Investment
Vote GOLD to Restore Shareholder Value
FREQUENTLY ASKED QUESTIONS
Q: WHO IS JOHN A. WILLIAMS?
A: John A. Williams is the founder, largest shareholder (he holds beneficial
ownership of 2,887,815 shares of Post Properties common stock (including
currently exercisable options and partnership units convertible for common
stock), equivalent to approximately 7.3% of shares outstanding, which includes
ownership of 855,065 shares of Post Properties common stock, or 2.3% of the
shares eligible to vote at the Annual Meeting) and a director of Post
Properties. He is also the previous Chairman and CEO of the Company - and is
well aware of the way Post's Board operates.
Mr. Williams knows Post and the multifamily apartment market intimately. He has
been involved with the apartment business for almost 40 years.
He believes the incumbent Board is inexperienced in the multifamily real estate
industry and ill equipped to implement a plan for recovery and growth that will
enhance value for all shareholders.
[Link to: John A. Williams Bio.]
Q: WHY IS MR. WILLIAMS PROPOSING THAT SHAREHOLDERS VOTE TO ELECT AN INDEPENDENT
SLATE OF DIRECTORS AT THE MAY 22ND POST ANNUAL MEETING?
A: John A. Williams, like other Post shareholders, has watched the stock's
negative performance. He has seen the Board consistently indicate its
unwillingness to consider proposals to fix the Company and enhance shareholder
value. He has concluded that the incumbent Board lacks the experience and
capability to restore and build value for all Post shareholders.
Therefore, he believes that he has no recourse but to solicit proxies so that
shareholders can take action at the upcoming annual meeting and so that they can
elect an independent slate of executives and real estate professionals to serve
as directors who will work more effectively in the best interests of all Post
shareholders.
Q: WHEN WILL I RECEIVE MY GOLD PROXY CARD AND WHEN CAN I VOTE?
A: Mr. Williams filed an amended preliminary proxy statement with the Securities
and Exchange Commission on April 21, 2003. We expect to conclude the Securities
and Exchange Commission's review process within the next week and hope to mail
your definitive proxy statement and corresponding GOLD proxy card for electing
the alternate slate of independent nominees proposed by John A. Williams soon
thereafter.
Q: WHAT IS MR. WILLIAMS' PLAN TO ENHANCE SHAREHOLDER VALUE?
A: 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:
- implement shareholder friendly corporate governance at Post,
- improve Post's operating performance, and
- enhance shareholder value.
Mr. Williams' platform includes the formation of a Special Committee of the
Board. This Special Committee would comprise solely independent directors to
undertake a thorough exploration of all of Post's strategic alternatives to
enhance shareholder value, including operational changes, stock buybacks, asset
sales or a possible sale of the company as a whole.
It also envisions a plan to improve Post's performance in the current
environment -- including an aggressive, but selective, corporate-level cost
cutting strategy and a program to reestablish Post's high level of service and
attention to detail to increase rental rates and occupancies at all properties.
Q: WHO ARE THE NOMINEES?
A: Mr. Williams' nominees for election to the Board are George R. Puskar, Roy E.
Barnes, Francis L. Bryant, Jr.,Paul J. Dolinoy, and Thomas J.A. Lavin. Post
needs people who have dealt successfully in a fiduciary role with tough economic
conditions and tough situations facing real estate companies before. These
nominees have. They are committed and well equipped to work with John A.
Williams and Post management to halt the erosion in value at Post and focus on
repairing and building it for the benefit of all shareholders.
Q: IF THE SLATE OF NOMINEES PROPOSED BY MR. WILLIAMS IS ELECTED, WHAT IS ITS
STRATEGY FOR IMPROVING AND GROWING POST'S BUSINESS?
A: This slate won't accept the status quo.
o A new Board and management intend to implement shareholder friendly
corporate governance at Post through a number of measures. These include
annual election of all directors, having a chairman with substantial
experience in the multifamily apartment real estate industry and with
public companies, and the use of equity for Board compensation.
o A new Board and management intend to take action to enhance value for all
Post shareholders. Steps include a comprehensive and independent
evaluation of a broad range of strategic alternatives, such as operational
changes, asset sales coupled with stock buybacks and repayment of
indebtedness on a leverage-neutral basis, and the possibility of a sale of
the company as a whole.
o A new Board and management will take steps intended to improve the
Company's performance -- operationally and financially. For example,
implementing aggressive but selective cost cutting measures at the
corporate level and re-focusing on employee training and the corporate
culture of delivering high quality service -- a hallmark of Post since
Williams founded it in 1971.
Q: HOW DO I VOTE IN FAVOR OF MR. WILLIAMS' PROPOSALS?
A: You may vote by mail or you may vote in person at the May 22nd Post
Properties Annual Meeting.
To vote by mail, you must sign and date the GOLD PROXY CARD that you will
receive with your definitive proxy statement and mail it to:
MacKenzie Partners
105 Madison Avenue
New York, NY 10016
If you mark your voting instructions on the proxy card, your shares will be
voted as you instruct. If you return a signed card, but do not provide voting
instructions, your shares will be voted for Mr. Williams' five nominees and for
the approval of the 2003 Incentive Stock Plan. Because Mr. Williams has
nominated five directors, one of the votes that you are eligible to cast will
not be voted for any other director. We encourage you to examine your proxy card
closely to make sure you are voting all of your shares in Post.
To vote in person at the Annual Meeting, you should attend the Annual Meeting
and fill out a written ballot that will be distributed to Post shareholders at
the Annual Meeting. If you hold your Post common stock through a brokerage
account but do not have a physical share certificate, you must request a legal
proxy from your stockbroker in order to vote at the meeting.
Q: WHAT IS THE RECORD DATE?
A: The record date for the Annual Meeting was March 25, 2003. Only holders of
record of Post common stock as of the close of business on that date are
entitled to notice of, and to vote at, the Annual Meeting. Holders of record of
Post common stock as of March 25, 2003 are urged to submit a GOLD proxy card,
even if you sold your shares after that date.
Q: WHO CAN I CALL IF I HAVE ANY QUESTIONS OR COMMENTS?
A: You may call MacKenzie Partners, Inc. at (800) 322-2885.
YOUR VOTE IS VERY IMPORTANT.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON,
PLEASE COMPLETE, SIGN, DATE AND
RETURN THE GOLD PROXY CARD.