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))
|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
WILLIAM A. PARKER, JR.
J.C. SHAW
(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:
SUPPLEMENT TO
PROXY STATEMENT
OF
JOHN A. WILLIAMS
--------------------
2003 ANNUAL MEETING OF SHAREHOLDERS
OF
POST PROPERTIES, INC.
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INTRODUCTION
The following information supplements and amends, and should be read in
conjunction with, the Proxy Statement, dated April 25, 2003, and the Supplement
thereto, dated May 5, 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 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
The following letter from William A. Parker, Jr. and J.C. (Bud) Shaw
was posted on the Internet website maintained by Mr. Williams,
WWW.POSTSHAREHOLDERS.COM, on May 7, 2003:
May 7, 2003
Dear Post Properties Shareholders:
Just over thirty years ago, we met John Williams, who told us about his
plans to build a company called Post Properties. John had done his
homework and his dedication to excellence was clear. The Post Properties
name was soon synonymous with quality and its reputation for high
standards became well known in the industry.
We chose to become two of the original investors of Post Properties
because we believed in John Williams' vision. We still do today.
Since its founding, we have watched Post grow and have seen it succeed.
Along with other shareholders, we have participated in its success and
benefited from John's leadership.
We recognize the real estate market is going through tough times, but
we've seen the shape Post is in relative to its competitors. We are
disappointed with Post's poor performance. Now more than ever, Post needs
strong and experienced leadership. Sadly, we don't believe the current
Board and management are up to the task.
In the mid-1970's, the early 1980's and again in the early 1990's, the
Company was subjected to difficult economic times. In each case, John
Williams' leadership brought the Company through those times successfully.
Since we met him, we have gotten to know John on a very personal basis as
well as a professional one. We can honestly say that he is a person of the
highest moral character, totally trustworthy and dependable, and has
always delivered on what he has committed.
As original Directors and now as the only two Directors Emeritus of the
Company, we are committed to preserving its reputation as one of the top
apartment companies in the nation. We owe that to our associates and our
customers, and most of all to you, the Company's owners.
We believe, through their respective national reputations, the nominees
for the Board of Directors proposed by John, and Ed Lowenthal, the
well-qualified CEO candidate they have nominated, are tremendous
businessmen with considerable real estate experience. They are committed
to quality and determined to help build value for all Post shareholders.
We strongly support John and his efforts to bring about changes at Post to
improve its performance and protect its future and have granted him our
proxies to vote in favor of his slate of independent nominees at the
Annual Meeting of Shareholders on May 22nd 2003.
Remember, the future of Post Properties is in your hands and your vote is
important. We urge you to vote your GOLD proxy card in support of these
outstanding people.
Sincerely yours,
3
/s/ J.C. Shaw
/S/ William A. Parker
William A. Parker and J.C (Bud) Shaw
4
ADDITIONAL INFORMATION CONCERNING PARTICIPANTS
Under applicable SEC regulations, as a result of sending the above letter
to Post Properties shareholders, each of Messrs. Parker and Shaw may be deemed a
"participant" for purposes of Mr. Williams's solicitation of proxies.
BACKGROUND OF MESSRS. PARKER AND SHAW
Mr. Parker, 75, was President of Beck & Gregg Industries and its
predecessor company from 1963-77 and is currently chairman of Comanche
Investment Co. Mr. Parker was a Director of Post Properties from 1993-98 and is
currently a Director Emeritus of Post Properties. He has been a Director of a
number of public companies, including Genuine Parts Co. (1969-98), The Southern
Company (1973-98), Georgia Power Company (1965-77), ING America Life Insurance
Co./Life Insurance Company of Georgia (1965-96), Haverty Furniture Companies
(1987-98) and First Union Real Estate Investment Trust (1969-94). Mr. Parker's
business address is Comanche Investment Co., L.L.C., 4401 Northside Parkway,
N.W., Suite 290, Atlanta, Georgia 30327.
Mr. Shaw, 73, was co-Founder and Chairman of Shaw Industries, the largest
carpet manufacturer in the world, until 1995; the company went public in 1971.
In January 2001, Shaw Industries was sold to Berkshire Hathaway Inc. Mr. Shaw
was a Director of Post Properties from 1993-2000 and is currently a Director
Emeritus of Post Properties. Mr. Shaw was a Trustee of Georgia Institute of
Technology and now serves as Trustee Emeritus. He was past Chairman of the
University's National Advisory Board and recipient of the Total Person Award.
Mr. Shaw's address is 721 West Avenue, Cartersville, Georgia 30120.
PARTICIPANT OWNERSHIP OF AND TRANSACTIONS IN POST PROPERTIES SECURITIES
Messrs. Shaw and Parker beneficially own, directly or indirectly, the
following shares of Post Properties common stock, and partnership units of Post
Apartment Homes, L.P., as of March 25, 2003:
Name of Number of Total Number of Percent of
Beneficial Owner Shares Owned Units Owned (1) Total Class(2)
---------------- ------------ -------------- ------- ---------
William A. Parker, Jr. 133,891 47,355 181,245 0.5%
J.C. Shaw 178,939 -- 178,939 0.5%
(1) Includes the number of shares of Post Properties common stock into
which partnership units of Post Apartment, L.P., beneficially owned by
the person are redeemable (if Post Properties elects to deliver shares
of common stock rather than pay cash upon such redemption). Such
partnership units are redeemable for Post Properties common stock or
cash, at the election of Post Properties.
(2) Based on an aggregate of 37,325,182 shares of Post Properties common
stock outstanding as of March 25, 2003. Assumes that all units
beneficially owned by the person are redeemed for shares of Post
Properties common stock. The total number of shares outstanding used in
calculating this percentage assumes that none of the units beneficially
owned by other persons are redeemed for shares of Post Properties
common stock.
Other than as disclosed in this Supplement, neither of Messrs. Parker or
Shaw: (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. Messrs. Parker and Shaw disclaim beneficial ownership of
any securities of Post Properties owned by Mr. Williams, and this Supplement
shall not be deemed an admission that any participant is the beneficial owner of
such securities for any purpose.
Neither of Messrs. Parker or Shaw has purchased or sold Post Properties
common stock within the previous two years.
5
TRANSACTIONS WITH POST PROPERTIES
Other than as described in this Supplement, to the knowledge of Mr.
Williams, neither of Messrs. Parker or Shaw 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.
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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