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 |_|
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|_| Preliminary Proxy Statement |_| Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
|X| Supplement to Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-12
POST PROPERTIES, INC.
(Name Of Registrant As Specified In Its Charter)
JOHN A. WILLIAMS
ROY E. BARNES
FRANCIS L. BRYANT, JR.
PAUL J. DOLINOY
THOMAS J.A. LAVIN
GEORGE R. PUSKAR
EDWARD LOWENTHAL
CRAIG G. VOUGHT
(Name Of Person(s) Filing Proxy Statement, If Other Than The Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
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SUPPLEMENT TO
PROXY STATEMENT
OF
JOHN A. WILLIAMS
--------------------
2003 ANNUAL MEETING OF SHAREHOLDERS
OF
POST PROPERTIES, INC.
--------------------
INTRODUCTION
The following information supplements and amends, and should be read in
conjunction with, the Proxy Statement, dated April 25, 2003, of John A. Williams
furnished to holders of shares of common stock, par value $.01 per share, of
Post Properties, Inc. by John A. Williams, Chairman Emeritus and a director of
Post Properties. Mr. Williams is soliciting proxies from Post Properties
shareholders to be voted at the 2003 Annual Meeting of Post Properties
shareholders and at any adjournments, postponements or reschedulings thereof.
The Board has set March 25, 2003 as the record date for the Annual Meeting, and
Post Properties has announced that its 2003 Annual Meeting is scheduled to be
held on Thursday, May 22, 2003, at One Riverside, 4401 Northside Parkway, Suite
800, Atlanta, Georgia 30327-3057, beginning at 9:00 a.m. (local time).
Mr. Williams is soliciting proxies to vote in favor of the election of
George R. Puskar, Roy E. Barnes, Francis L. Bryant, Jr., Paul J. Dolinoy and
Thomas J.A. Lavin, each of whom Mr. Williams will nominate for election. Mr.
Williams and his representatives will not vote any proxies they are granted in
favor of any Post Properties' nominees. As a result, if you grant Mr. Williams
and his representatives proxy authority, your shares will not be voted with
respect to one of the directors to be elected.
Currently, the Board is composed of eleven directors. However, one
existing director has submitted his resignation from the Board effective
following the Annual Meeting. If all of Mr. Williams' nominees are elected,
following the Annual Meeting, five of the ten directors will be Mr. Williams'
nominees. Mr. Williams and his nominees would therefore together constitute a
majority of the Board. In addition, Mr. Williams and his nominees have agreed
that, if the nominees are elected, Edward Lowenthal will be appointed to the
Board to fill an existing vacancy, the size of the Board will be increased to
twelve directors and Craig G. Vought will be appointed to fill the vacancy
created by such increase in the size of the Board.
This Supplement to the Proxy Statement is first being sent or given to
Post Properties shareholders on or about May 5, 2003.
THIS SOLICITATION IS BEING MADE BY JOHN A. WILLIAMS AND
NOT ON BEHALF OF POST PROPERTIES' BOARD.
---------------------------------------
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.
---------------
QUESTIONS CONCERNING THIS PROXY STATEMENT OR THE
ACCOMPANYING GOLD PROXY CARD SHOULD BE DIRECTED TO:
---------------
--------------------------
MacKenzie Partners, Inc.
105 Madison Avenue
New York, NY 10016
(800) 322-2885
--------------------------
RECENT DEVELOPMENTS
On May 5, 2003, Mr. Williams issued the following press release:
ATLANTA, May 5, 2003 - Edward Lowenthal, a senior executive with more than
20 years of management and leadership in the real estate industry, has
agreed to become President and Chief Executive Officer of Post Properties,
Inc. (NYSE:PPS) if the slate of independent director nominees is elected
at the company's Annual Meeting of Shareholders on May 22, 2003, it was
announced today.
Mr. Lowenthal co-founded Wellsford Residential Property Trust in 1986, and
co-led the company's IPO in November 1992, making it one of the first
multifamily REITs to become a public company in the 1990's. From 1992 to
1997, Wellsford Residential Property grew from 5,000 to 20,000 multifamily
units, and increased its capitalization from $200 million to more than $1
billion. In May 1997, it was merged into Equity Residential Properties
Trust, where Mr. Lowenthal continues to serve as a Trustee, until May 30,
2003. From 1997 to 2002, Mr. Lowenthal was director and President of
Wellsford Real Properties, Inc., a public company with over $1 billion of
assets under management, including multifamily and office properties. He
is currently Managing Member of Ackerman Management LLC, a private
investment management and advisory company.
John A. Williams, founder, largest equity holder and director of Post
Properties, and George Puskar, independent director nominee and proposed
non-executive Chairman of the company, said, "Given our slate's commitment
to enhance value for all Post shareholders, we are delighted that Ed
Lowenthal, a highly respected and accomplished real estate executive with
extensive experience in the multifamily business, has accepted our offer
to become Post's President and Chief Executive Officer if our slate is
elected. Ed is a person of absolute integrity and is committed to doing
what is right for all shareholders. This proxy contest is about Post's
leadership, its future, and doing what is in the best interest of all Post
shareholders, customers and employee-associates."
Mr. Lowenthal said, "Post Properties has built an outstanding brand name
and has set the standard for quality in the apartment industry. Our
platform is, in my view, the right one to achieve the highest levels of
integrity and sound corporate governance, and, importantly, build greater
shareholder value. We will immediately form a Special Committee of the
Board with a mandate to explore all ways to enhance shareholder value,
including a potential sale or merger of the company. I am confident that
under a new Board of Directors, Post's value-creation efforts will be
successful."
"At the same time as the Special Committee undertakes its work, our
mission will be to restore operational excellence at Post. We will
actively recruit seasoned and able executives for the vacant Chief
Financial Officer and Executive Vice President for Asset Management
positions, and expect to retain those experienced and valued associates
who are committed to Post's future success. There are several potential
candidates I have in mind, and we will explore these possibilities in the
coming weeks," continued Mr. Lowenthal.
It is expected that, following the Annual Meeting, the new Board would
appoint Mr. Lowenthal as a director, filling an existing Board vacancy.
Mr. Williams will not serve as an executive of the company and will not
serve on the Special Committee, but will remain a director.
Mr. Puskar said, "We are excited that someone of Ed Lowenthal's caliber
and track record has agreed to join us. Ed is well respected in the real
estate industry, and his participation has resulted in another opportunity
to help us create value for Post shareholders. The director nominees have
endorsed Ed's recommendation that Craig G. Vought, Managing Director of
Broadreach Capital Partners, LLC, a Trustee of Equity Office Properties
Trust and former co-Chief Executive Officer of Spieker Properties, Inc.,
also be appointed a director of the company following our election.
3
Both Ed and Craig have extensive public company experience and have
successful track records of realizing value for shareholders."
Mr. Williams concluded, "I ask all shareholders to exercise their right to
vote--and join us in voting for change at Post and a stronger future. With
only 17 days until the Annual Meeting, I urge all shareholders to sign the
GOLD proxy card and mail it in today."
You may obtain a free copy of Mr. Williams' proxy statement and other
relevant documents by calling MacKenzie Partners, Inc. toll-free at (800)
322-2885 or (212) 929-5500 or by email at PROXY@MACKENZIEPARTNERS.COM. Mr.
Williams' proxy statement, which has been mailed to Post Properties
Shareholders and other filings and information related to his solicitation
can be found at WWW.POSTSHAREHOLDERS.COM
BACKGROUND OF MESSRS. LOWENTHAL AND VOUGHT
Name Age Principal Occupation and Background
==================== ======= =================================================
Edward Lowenthal 58 Mr. Lowenthal is currently Managing Member of
Ackerman Management LLC, a private investment
535 Madison Avenue management and advisory company with particular
New York, New York focus on real estate and other asset based
10022 investments.
Mr. Lowenthal was a Founder and was President of
Wellsford Real Properties, Inc. (WRP) from 1997
until 2002. WRP is an American Stock Exchange
listed real estate merchant banking company with
offices in New York, New York and Denver,
Colorado. WRP has over $1 billion of assets under
management including multifamily and office
properties as well as real estate debt held
directly and through joint ventures with
institutional partners. He continues to serve as
a Director of WRP. Mr. Lowenthal was a Founder,
Trustee and President of Wellsford Residential
Property Trust, a New York Stock Exchange listed
multi-family real estate investment trust, until
May 1997 when it was merged into Equity
Residential Properties Trust.
Mr. Lowenthal serves as a Trustee of Equity
Residential (until May 30, 2003), a director of
Omega Healthcare Investors, Inc., and as a
director of Reis, Inc., a privately held real
estate information and analytics provider. He has
previously served as a Director of other public
and private companies.
Mr. Lowenthal serves as a Trustee of The
Manhattan School of Music. He served as a member
of the Board of Governors of the National
Association of Real Estate Investment Trusts
(NAREIT) from 1992-2000, Co-Chaired its 1993
annual meeting and served as Co-Chair of the
Visiting Committee to Case Western Reserve
University's College of Arts and Sciences.
Mr. Lowenthal earned a B.A. degree from Case
Western Reserve University in 1966 and a J.D.
degree from Georgetown University Law Center in
1969 where he was an editor of the Georgetown
University Law Journal.
4
Craig G. Vought 43 Craig Vought is currently Managing Director of
Broadreach Capital Partners, LLC, a real estate
2810 Sand Hill Road private equity firm which he co-founded in 2002
Menlo Park, to pursue high return investment opportunities
California 94025 in the western United States. The firm has
recently raised in excess of $230 million from a
variety of endowments, foundations and high net
worth individuals, which the firm anticipates
investing over the next three or four years.
Formerly co-chief executive officer of Spieker
Properties (SPK), Mr. Vought was responsible for
overseeing the overall strategic direction of the
company and its capital markets and investment
activity. He initiated and negotiated the $7.2
billion merger of SPK into Equity Office
Properties, believed to be the largest real
estate transaction in U.S. history. He received
the industry's Outstanding CEO award in 2000, in
a poll that surveyed the largest institutional
investors and Wall Street analysts. During the
time he was co-CEO, average compounded annual
shareholder returns were 49.7 percent.
Prior to 1999, Mr. Vought was executive vice
president and chief financial officer of SPK and
was responsible for raising over $4 billion of
equity and debt capital in various public and
private transactions. He directed the evolution
of SPK's industry-leading capital structure
through a series of innovative and complex
transactions and earned a reputation for candor
and insightfulness among investors. He won the
industry's Outstanding CFO award in 1999, in a
poll that surveyed the largest institutional
investors and Wall Street analysts. Mr. Vought
negotiated the $725 million purchase of the WCB
portfolio, a nationwide portfolio of commercial
property, from the Whitehall Street Real Estate
Funds in 1997. He was a member of SPKs investment
committee since its inception, during which time
SPK acquired or developed $5 billion of
commercial property and sold over $1 billion in
assets.
Prior to SPK's initial public offering, Mr.
Vought was a partner in Spieker Partners, where
he developed, leased and managed 1 million square
feet of commercial property, including the
company's largest industrial build-to-suit. Prior
to beginning his real estate career with Trammell
Crow Company in 1986, he held positions at Chase
Manhattan Bank and E.F. Hutton & Co.
Mr. Vought received a Bachelor of Arts from
Trinity College and a Masters in Business
Administration from The Wharton School of
Business. He is a member of the Board of Trustees
of Equity Office Properties Trust.
None of the corporations or organizations listed above is a parent,
subsidiary or other affiliate of Post Properties.
5
ARRANGEMENTS WITH MESSRS. LOWENTHAL AND VOUGHT
Mr. Lowenthal has entered into an Indemnification Agreement with Mr.
Williams pursuant to which Mr. Williams has agreed to indemnify Mr. Lowenthal
from and against any losses incurred by Mr. Lowenthal resulting from, relating
to, or arising out of his involvement with Mr. Williams' solicitation of proxies
at the 2003 Annual Meeting. If the independent nominees are elected, this
indemnification obligation would be assumed by Post Properties. Mr. Williams has
also agreed to pay Mr. Lowenthal $300,000 if the independent nominees are not
elected, reimburse Mr. Lowenthal for attorneys' fees incurred in connection with
negotiating these arrangements; and reimburse Mr. Lowenthal for expenses
incurred at Mr. Williams' request prior to his appointment as President and
Chief Executive Offer.
If the independent slate of nominees is elected as directors at the 2003
Annual Meeting, they and Mr. Williams have agreed that Mr. Lowenthal would be
appointed President and Chief Executive Officer and a director of Post
Properties. Mr. Lowenthal would also be appointed to the Board's Strategic
Planning Committee instead of Mr. Williams, which committee would consist of
Messrs. Puskar and Lowenthal and one additional independent director. The
independent slate of nominees have endorsed Mr. Lowenthal's recommendation that
Mr. Vought also be appointed a director of the company following their election
At that time, Mr. Lowenthal and Post Properties would enter into an employment
agreement containing the following material terms.
Post Properties would employ Mr. Lowenthal as, and Mr. Lowenthal would
agree to serve as, President and Chief Executive Officer of Post Properties for
an initial term of one year from the date of his employment. The term of Mr.
Lowenthal's employment would automatically renew for successive one year periods
unless either Mr. Lowenthal or Post Properties gives notice of non-renewal not
later than 60 days prior to the then-scheduled expiration date. Mr. Lowenthal
would be permitted to continue to fulfill his existing outside commitments and
to serve as a director of other entities, provided such entities are not
predominantly in the multifamily real estate business.
In consideration of his services, Mr. Lowenthal would be paid an annual
base salary of $750,000 and would be entitled to an annual incentive bonus of an
additional $750,000, which bonus may be increased based on the achievement of
operating performance criteria that would be determined by the Compensation
Committee of the Board. Mr. Lowenthal would also be granted stock appreciation
rights having a term of five years and covering an aggregate of 500,000 shares
of Post Properties common stock, with a base price equal to $22.95, as well as
100,000 shares of restricted Post Properties common stock. The restricted stock
and stock appreciation rights would vest on the first anniversary of the date of
grant if Mr. Lowenthal remains employed by Post Properties. However, all
restricted stock and stock appreciation rights would accelerate and vest upon a
change of control of Post Properties, upon any termination by Mr. Lowenthal of
his employment for good reason, or any termination by Post Properties of his
employment without cause, and upon Mr. Lowenthal's death or disability.
Upon any termination by Mr. Lowenthal of his employment for good reason,
or any termination by Post Properties of his employment without cause, or upon
his death or disability, Mr. Lowenthal (or his heirs) would be entitled to
receive his salary, bonus and medical benefits through the end of the term, as
then in effect.
In addition, Post Properties would agree to provide Mr. Lowenthal with a
furnished apartment and an automobile in Atlanta, and, if Mr. Lowenthal does not
relocate to Atlanta, to reimburse Mr. Lowenthal for weekly commuting costs
between his home in New Jersey and Atlanta. Mr. Lowenthal would be entitled to
six weeks of paid vacation per year and to participate in compensation and
benefit plans on the same basis as other senior executives of Post Properties.
He would receive reimbursement for business expenses, and Post Properties would
pay legal fees incurred in connection with the negotiation of his employment
agreement and any disputes thereunder. Post Properties would also hold him
harmless against any excise tax imposed on "excess parachute payments."
Mr. Vought has entered into an Indemnification Agreement with Mr. Williams
pursuant to which Mr. Williams has agreed to indemnify Mr. Vought from and
against any losses incurred by Mr. Vought resulting from, relating to or arising
out of his involvement with Mr. Williams' solicitation of proxies at the 2003
Annual Meeting.
6
INFORMATION CONCERNING PARTICIPANTS
Under applicable SEC regulations, each of Mr. Williams, each of his
nominees and Messrs. Lowenthal and Vought is deemed to be a "participant" for
purposes of Mr. Williams's solicitation of proxies. Messrs. Lowenthal's and
Vought's business addresses and present principal occupations are set forth
above under "Background of Messrs. Lowenthal and Vought."
PARTICIPANT OWNERSHIP OF AND TRANSACTIONS IN POST PROPERTIES SECURITIES
Messrs. Lowenthal and Vought beneficially own, directly or indirectly, the
following shares of Post Properties common stock as of March 25, 2003:
Number of Percent
Name of Beneficial Owner Shares Owned of Class
----------------------- -------------- --------
Edward Lowenthal 3,500 *
Craig G. Vought 10,000 *
*Less than 0.1%
Other than as disclosed in the Proxy Statement or this Supplement and the
definitive proxy statement of Post Properties for the Annual Meeting under the
heading "Common Stock Ownership by Management and Principal Shareholders", which
information is incorporated herein by reference, neither Mr. Williams nor, to
the knowledge of Mr. Williams, any of the participants: (1) owns beneficially,
directly or indirectly, or of record but not beneficially, any securities of
Post Properties; (2) owns beneficially, directly or indirectly, or of record but
not beneficially, any securities of any subsidiary of Post Properties; or (3)
is, or was since January 1, 2002, a party to any contract, arrangement or
understanding with any person with respect to any securities of Post Properties,
including, but not limited to, joint ventures, loan or option arrangements, puts
or calls, guarantees against loss or guarantees of profit, division of losses or
profits, or the giving or withholding of proxies. Mr. Williams' participants
disclaim beneficial ownership of any securities of Post Properties owned by Mr.
Williams, and this Proxy Statement shall not be deemed an admission that any
participant is the beneficial owner of such securities for any purpose.
The following table sets forth the name of each participant who purchased
or sold Post Properties common stock within the previous two years, the date of
the transaction and the amount purchased or sold:
Name Date Number of Date Number of Shares
Shares
John A. Williams1 05/02/03 25,000 (G)2 01/15/03 70 (A)
05/02/03 35,000 (G)3 01/02/03 2279 (A)
04/25/03 25,000 (G)2 11/14/02 94,426 (S)4
04/25/03 35,000 (G)3 11/14/02 115,411 (C)
03/14/03 60,000 (C) 11/14/02 95,390 (C)
02/28/03 13,043 (G) 11/14/02 78,662 (C)
02/28/03 2,870 (G) 07/01/02 1,838 (A)
02/28/03 104,600 (S) 01/18/02 1,572 (A)
02/27/03 95,400 (S) 12/31/01 8,500 (G)
02/26/03 25,000 (S) 12/26/01 14,075 (G)
02/25/03 75,000 (S) 10/15/01 33 (A)
1 Includes shares beneficially owned indirectly through Mr. Williams' spouse
and related entities.
2 Gift of shares beneficially owned through a partnership to a trust for the
benefit of Mr. Williams' children and subsequently transferred to a
limited liability company controlled by Mr. Williams.
3 Gift of shares beneficially owned through a partnership to Mr. Williams'
spouse and subsequently transferred to a limited liability company
controlled by Mr. Williams.
4 Shares held by a corporation in which Mr. Williams has an interest.
7
02/25/03 8,696 (G) 07/06/01 1,571 (A)
George R. Puskar 1/27/03 1,000 (O)5 11/30/02 1,000 (O)
12/3/02 1,000 (O)
Edward Lowenthal 2/21/03 2,000 (O) 7/19/02 1,000 (O)
7/19/02 500 (O)6
Craig G. Vought 2/27/03 10,000 (O)
A = shares acquired in transactions exempt from Section 16(b) of the
Securities Exchange Act
C = shares received from the exchange of partnership units and exempt
from Section 16(b) of the Securities Exchange Act
G = shares gifted
O = Shares acquired in open market purchases
S = shares sold
As of March 25, 2003, Mr. Williams beneficially owned 2,887,815 shares of
Post Properties common stock (including options and units exercisable for or
convertible into common stock) of Post Properties, or 7.3% of the outstanding
Post Properties common stock, including 915,065 shares of Post Properties common
stock, or 2.5% of the shares eligible to vote at the Annual Meeting. Mr.
Williams has pledged 828,159 shares of Post Properties common stock as
collateral to secure a term loan, maturing 2006, made to Mr. Williams by Merrill
Lynch. As of May 2, 2003, the total principal amount outstanding under such loan
was approximately $8.3 million.
INFORMATION REGARDING PARTICIPANTS WHO ARE DIRECTORS OF POST PROPERTIES
John A. Williams has been a director of Post Properties since he founded
the company in 1971. From 1971 until June 2002, Mr. Williams served as the
Chairman and Chief Executive Officer. From July 2002 until February 2003, Mr
Williams served as Chairman, at which time he changed his title to Chairman
Emeritus, his current title. The current standard term of office for directors
is three years. Mr. Williams' term expires in 2005. According to Post
Properties' proxy statement, during the year ended December 31, 2002, the Board
held six meetings. Mr. Williams attended 100% of the meetings of the Board. Mr.
Williams does not serve on any committees of the Board.
According to Post Properties' proxy statement, non-management directors,
including each of Mr. Williams' nominees, if elected at the 2003 Annual Meeting,
and Mr. Vought, if appointed after the 2003 Annual Meeting, will receive, annual
compensation of $20,000 plus a fee of $1,000 for attendance (in person or by
telephone) at each meeting of the Board. Post Properties also pays each member
of a Board committee an attendance fee of $500 per non-audit committee meeting
and $1,000 per audit committee meeting. Post Properties pays an annual fee to
the audit committee chairman of $7,500. The Board has authorized the payment, at
the option of each non-employee director, of all director fees in Post
Properties common stock. Directors are reimbursed for all out-of-pocket expenses
incurred in attending all Board and committee meetings. Each non-employee
director who is serving as such on December 31 of each year and who has served
as such for more than one year automatically receives a grant of options to
purchase 3,000 shares of Post Properties common stock at an exercise price equal
to 100% of the fair market value of Post Properties common stock on the date of
such grant. In addition, on the date of a director's initial appointment to the
Board, each director automatically receives a grant of options to purchase a
number of shares of Post Properties common stock determined by dividing $10,000
by the fair market value per share on the date of such grant at an exercise
price equal to 100% of the fair market value of Post Properties common stock on
such date. Mr. Lowenthal, if appointed to the Board after the 2003 Annual
Meeting, would not be entitled to receive the foregoing compensation, as he
would also be an employee of Post Properties in addition to being a director.
Furthermore, each of Mr. Williams' nominees and Messrs. Lowenthal and
Vought, if elected and appointed, would be indemnified for service as a director
to the same extent indemnification is provided to other directors under the Post
Properties bylaws and articles of incorporation, and Mr. Williams believes that
upon election, Mr. Williams' nominees and Messrs. Lowenthal and Vought would be
covered by Post Properties' director
--------------------------
5 Shares held by Mr. Puskar's spouse and of which Mr. Puskar disclaims
beneficial ownership.
6 Shares held by Mr. Lowenthal's spouse and of which Mr. Lowenthal disclaims
beneficial ownership.
8
and officer liability insurance, if any, and would be entitled to any other
benefits made available to directors by Post Properties.
Mr. Williams entered into a new employment agreement with Post Properties,
effective July 1, 2002. This agreement will remain in place if Mr. Williams
nominees are elected at the 2003 Annual Meeting. This new agreement provided
that he would be the Chairman of the Board of the Directors of Post Properties
and certain of its subsidiaries and that he would receive a minimum annual base
salary of $150,000. This agreement ends on the date of Post Properties'
regularly scheduled annual shareholders' meeting in 2013. On February 20, 2003,
Mr. Williams became Chairman Emeritus of Post Properties. Mr. Williams' duties
and responsibilities under the employment agreement are part-time and
consultative in nature. The agreement provides for continued participation in
Post Properties' employee benefit plans as well as for the continuation of
various executive perquisites consistent with perquisites provided under Mr.
Williams' former employment agreement. The perquisites include the use of Post
Properties' rights to an aircraft, an automobile allowance and office space and
secretarial services. If the agreement is terminated by Post Properties without
cause or by Mr. Williams after a change in duties or title without his consent
or a change of control of Post Properties, then Mr. Williams will continue to
receive his current base salary and other benefits and perquisites until the end
of the term of the agreement, any unvested stock options will become immediately
exercisable and the restrictions on any restricted stock will lapse. In the
event of a termination by Post Properties for cause, Mr. Williams will not be
entitled to receive his current base salary or any of the perquisites and
benefits provided exclusively by his employment agreement.
In the event that Mr. Williams' nominees are elected to the Post
Properties board of directors, Mr. Williams will waive the right to assert that
such an event constitutes a change of control for purposes of his employment
contract. In other respects his contract would remain in effect.
Other than as described in this Proxy Statement, to the knowledge of Mr.
Williams, no participant or any of his or her respective associates has entered
into any agreement or understanding with any person respecting any (1) future
employment by Post Properties or its affiliates or (2) future transactions to
which Post Properties or any of its affiliates will or may be a party.
9
IMPORTANT
1. Your proxy is important no matter how many shares of Post Properties common
stock you own. Be sure to vote on the GOLD proxy card. Mr. Williams urges you
NOT to sign any WHITE proxy card or other proxy card which is sent to you by
Post Properties.
2. If you have already submitted a proxy card to Post Properties for the 2003
Annual Meeting, you may change your vote to a vote "FOR" the election of Mr.
Williams' five nominees, and "FOR" the approval of the 2003 Incentive Stock
Plan by completing, signing, dating and returning Mr. Williams' GOLD proxy
card, which must be dated after any proxy card you may previously have
submitted to Post Properties. Only your last dated proxy card for the Annual
Meeting will count at the Annual Meeting. If you complete, sign, date and
return Mr. Williams' GOLD proxy card, your shares will only be voted for the
election of five directors and will not be voted with respect to the election
of the sixth director.
3. If any of your shares are held in the name of a bank, broker or other
nominee, please contact the person responsible for your account and direct
him or her to vote on the GOLD proxy card "FOR" the election of Mr. Williams'
nominees, and "FOR" the approval of the 2003 Incentive Stock Plan.
4. If you hold your shares in more than one type of account or your shares are
registered differently, you may receive more than one GOLD proxy card. We
encourage you to vote each GOLD proxy card that you receive.
5. If you have any questions or need assistance in voting your shares, please
contact our proxy solicitors, McKenzie Partners, Inc., at the number set
forth below:
MACKENZIE PARTNERS, INC.
105 MADISON AVENUE
NEW YORK, NY 10016
(800) 322-2885