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
|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)
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.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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 SENDS LETTER TO POST PROPERTIES BOARD
ATLANTA, May 6, 2003 - John A. Williams, founder, largest equity holder and
owner of 2.5 percent of the shares eligible to vote at the Annual Meeting, and
director of Post Properties, Inc. (NYSE:PPS) today sent the following letter to
the company's Board of Directors in which he:
o Pledged that he would vote all of his shares and partnership units in favor
of an all-cash offer approved by an independent Special Committee of the
Board, regardless of any tax consequences to him; and
o Challenged incumbent directors John Glover and Barry Teague, both of whom
own a substantial number of partnership units, to join him in this pledge.
The text of the letter follows:
May 6, 2003
Gentlemen:
In early April, after months of watching the incumbent Board of Post Properties
repeatedly act in ways clearly adverse to the best interests of all of the
Company's shareholders and trying unsuccessfully to get you to do the right
thing, I reached a painful conclusion: the best way, indeed the only way, to
protect Post Properties' shareholders was to lead an effort to replace members
of the current Board with new, independent directors committed to acting in all
shareholders' best interests.
Given your track record, your response to this effort has been predictable: you
have attempted to personalize our differences and to distort the issues.
Specifically, in the campaign you have been running, you have accused me of
being "a CEO who can't let go" and have suggested that my reason for launching
this proxy contest is my personal financial benefit. Both of these accusations
are absolutely and demonstrably false.
As to the first, should the independent directors we have nominated be elected
at the Post Properties Annual Meeting on May 22, I will not serve either as
Chairman or as Chief Executive Officer. In fact, I will not accept any executive
position.
Rather, the new, non-executive Chairman will be George R. Puskar, the former
Chairman and CEO of Equitable Real Estate Investment Management and a 33-year
veteran of the real estate industry. And, as announced yesterday, Post's new
CEO, will be Edward Lowenthal, the co-founder of Wellsford Residential Property
Trust and also one of the most distinguished senior executives in the
residential real estate industry. It's ludicrous to question the independence,
integrity or objectivity of these two capable, experienced and well-regarded
executives, as well as of the rest of the independent director nominees.
As for your suggestion that I am in this to protect my own financial interests
and that they differ from those of other Post Properties shareholders, that
charge is equally false. Your bizarre theory is that I'm conducting this proxy
contest to protect my tax basis in my partnership units. To demonstrate just how
wrong this is, I make the following pledge to Post shareholders: If our slate is
elected, the company receives an all-cash acquisition proposal, and the Special
Committee of independent directors recommends acceptance of the proposal as
being in the best interests of Post's shareholders, I will vote all of my shares
and partnership units in favor of the proposal - regardless of any tax
consequences to me.
In your rush to throw accusations at me, you have not been forthright with
shareholders. You have not told shareholders that while I own 63% of my
outstanding equity (2,474,744 shares and units) in partnership units, incumbent
director John Glover owns 62% of his outstanding equity (913,218 shares and
units) in partnership units and incumbent director Barry Teague owns 100% of his
outstanding equity (814,046 units) in partnership units. These two individuals
were part of the majority of directors who recently refused to explore a cash
offer that could have benefited all shareholders. I challenge both Mr. Glover
and Mr. Teague to join me in my pledge to vote all of their shares and
partnership units in favor of a Special Committee approved, all-cash proposal.
So, who has the real conflict of interest?
To say again what I have said before: This proxy contest is not, and never was,
about me. It IS about doing what is in the best interest of all shareholders of
Post Properties. It IS about enhancing the value of Post Properties for all
shareholders. It IS about improving the operations of Post Properties. And it IS
about implementing shareholder-friendly corporate governance at Post Properties,
which you have now hastily, belatedly and half-heartedly come around to
supporting despite your past actions and words.
The time is long overdue for the current Board of Post Properties to focus on
and address the REAL issues facing the Company--ALL of them--and to do the right
thing for ALL shareholders.
Fortunately, our shareholders have the ability to help the Company, and
themselves, by voting their GOLD proxy card for a new independent Board and, in
turn, for a new Chairman, a new Chief Executive Officer and a new chapter in the
long and proud history of Post Properties.
Very truly yours,
John A. Williams
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
------------------------
# # #