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))
|_| Definitive Proxy Statement
|X| 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)
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THE FUTURE OF POST PROPERTIES IS IN YOUR HANDS
VOTE THE GOLD PROXY CARD
May 5, 2003
Dear Fellow Shareholder,
THIS PROXY CONTEST IS ABOUT POST'S PERFORMANCE, POST'S FUTURE AND WHAT IS IN THE
BEST INTEREST OF ALL POST SHAREHOLDERS. The unfortunate efforts of Post's
incumbent Board and management to engage in personal attacks are merely an
attempt to distract you and other Post shareholders from those real and
fundamental issues facing our company.
Reflecting our determination to enhance value for all Post shareholders, and to
keep the focus where it belongs, we are delighted and honored to inform you that
Edward Lowenthal, a highly respected and accomplished executive in the real
estate industry, has agreed, if our slate of director nominees is elected, to
lead Post Properties as President and Chief Executive Officer.
Ed 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 in 1992 to more than $1 billion. In May 1997,
it was merged into Equity Residential Properties Trust, the largest publicly
traded owner and operator of multifamily properties in the United States.
Following the merger, Ed became a Trustee of Equity Residential, and he will
continue to serve as a Trustee until May 30, 2003.
From 1997 to 2002, Ed 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 has significant experience in
financing, acquiring, developing and selling real estate assets and operating
public and private companies. In addition, Ed is a person of absolute integrity
and has a true sense of commitment to doing what is right for all shareholders.
Ed is well respected among his peers and in the investment community, and his
participation in our effort has already resulted in more support for our efforts
to enhance shareholder value from within the real estate industry. 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 the election of our
slate.
2
SO THE CHOICE IS CLEAR:
o Our Proposed Team: George Puskar as Chairman and Ed Lowenthal as Chief
Executive Officer - with
52 years of multifamily experience
11 years of public company CEO/President experience
9 other past or present public company directorships
OR
o The Company's Team: Robert Goddard as Chairman and David Stockert as
Chief Executive Officer - with
2 years of multifamily experience
2 years of public company CEO/President experience
0 other past or present public company directorships
Ed, like all of our director nominees, is committed to exploring all ways to
enhance shareholder value, including a potential sale of the company or a
merger. He has committed to form immediately a Special Committee of independent
directors to facilitate that process. It is important to note that John Williams
will not serve on that committee. Likewise, we are all committed to
shareholder-friendly corporate governance and improving Post's operations.
At the end of the day, we have to focus on the real issues at hand, which are
critical to all Post shareholders. THIS CONTEST IS ABOUT WHAT'S BEST FOR POST
SHAREHOLDERS, CUSTOMERS AND EMPLOYEE-ASSOCIATES...AND THE FUTURE OF OUR COMPANY.
IT IS NOT ABOUT JOHN WILLIAMS. We have always indicated a willingness to lead a
search to find a highly qualified CEO candidate with significant industry
experience and the highest level of integrity. In Ed, we have found just such a
person.
Finally, we want to emphasize how critical it is that each and every Post
shareholder exercises his or her right to vote--and votes for change at Post.
The enclosed GOLD proxy card holds the key to the future of Post Properties--and
to the value of your investment in the Company. We understand that you are
receiving a lot of correspondence and phone calls from us. We apologize for
that, but we think it's an unfortunate necessity to ensure you have the most
updated information to make an informed choice.
IF YOU HAVE ALREADY MAILED YOUR WHITE PROXY AND WISH TO CHANGE YOUR VOTE, YOU
HAVE EVERY LEGAL RIGHT TO DO SO. Please sign, date and mail the GOLD proxy card.
ONLY THE LATEST DATED VOTE WILL BE COUNTED AT THE MEETING. We urge you to act
promptly.
REMEMBER: THE FUTURE OF POST PROPERTIES IS IN YOUR HANDS!
Very truly yours,
3
John A. Williams George R. Puskar
You may obtain a free copy of our 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. The proxy statement, which
has been mailed to Post Properties Shareholders, and other filings and
information related to this solicitation can be found at
WWW.POSTSHAREHOLDERS.COM