SCHEDULE 14A
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INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
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|_| Preliminary Proxy Statement |_| Confidential, for Use of the
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|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
WILLIAM A. PARKER, JR.
J.C. SHAW
(Name Of Person(s) Filing Proxy Statement, If Other Than The Registrant)
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GEORGE R. PUSKAR EDWARD LOWENTHAL
May 8, 2003
THE QUESTION FOR POST SHAREHOLDERS IS SIMPLE:
WHO DO YOU TRUST TO ENHANCE SHAREHOLDER VALUE?
Dear Fellow Post Properties Shareholder:
We are the designated Chairman and Chief Executive Officer of Post
Properties, if the slate of independent director nominees is elected at the May
22 Annual Meeting. Between us, we have 52 years of multifamily real estate
experience, 11 years of public company CEO/President experience, and 9 other
past or present public company directorships.
WE BOTH TAKE OUR RESPONSIBILITY TO POST SHAREHOLDERS VERY SERIOUSLY.
That's why we're in this contest, which, once you cut through all the rhetoric,
is about enhancing the value of your shares in Post and putting in place the
team which is best equipped to do that.
If elected, our nominees would immediately:
o FORM A SPECIAL COMMITTEE OF INDEPENDENT DIRECTORS TO EVALUATE ALL STRATEGIC
ALTERNATIVES, INCLUDING A SALE OF THE COMPANY OR A MERGER, AND PURSUE THOSE
THAT WILL MAXIMIZE SHAREHOLDER VALUE. The special committee will not include
John Williams;
o Put in place measures to improve operating performance under the direction
of our new Chief Executive Officer, who will also be appointed to the Board
o Communicate with shareholders in an open and straightforward manner in
keeping WITH OUR COMMITMENT TO THE HIGHEST STANDARDS OF CORPORATE
GOVERNANCE
o Appoint to the Post Board Craig G. Vought, a well regarded real estate
professional who initiated AND NEGOTIATED THE $7.2 BILLION MERGER OF SPIEKER
PROPERTIES INTO EQUITY OFFICE PROPERTIES.
UNFORTUNATELY, THE RECORD OF THE INCUMBENT DIRECTORS DOES NOT SHOW ANY
WILLINGNESS TO TAKE THE ACTIONS WE BELIEVE ARE NECESSARY TO ENHANCE SHAREHOLDER
VALUE:
o They say they are committed to protecting and enhancing the value of all our
shares, yet they failed to explore a bona fide, cash acquisition proposal not
subject to any financing condition they received on March 14, 2003, which
followed an earlier expression of interest on February 19, 2003.
FRANKLY, WE FIND IT SURPRISING THAT DIRECTORS OF A PUBLIC COMPANY WOULD
NOT AT LEAST PURSUE DISCUSSIONS WITH A POTENTIAL BUYER WHO OFFERED SUCH AN
OPENING PROPOSAL, ESPECIALLY WHEN THE OFFER WAS BACKED BY ONE OF THE WORLD'S
LARGEST PENSION FUNDS.
o They claim to be reviewing all strategic alternatives on an ongoing basis -
BUT REFUSE TO FORM A SPECIAL COMMITTEE OF INDEPENDENT DIRECTORS TO EXPLORE
ALTERNATIVES TO ENHANCE SHAREHOLDER VALUE;
o They hastily embraced some of OUR shareholder friendly corporate governance
provisions - AFTER PROPOSING JUST THE OPPOSITE - THE ADOPTION OF SEVERAL
ANTI-TAKEOVER INITIATIVES - JUST THREE MONTHS AGO;
o They accused John Williams of a conflict of interest for his unit holdings -
WHILE TWO OTHER CURRENT DIRECTORS HOLD A COMPARABLE OR EVEN GREATER
PERCENTAGE OF THEIR POST INVESTMENT IN THE FORM OF UNITS.
ON MARCH 14, 2003, THE COMPANY'S SHARE PRICE CLOSED AT $22.95. SINCE
THAT TIME, THE STOCK HAS TRADED UP, BY AS MUCH AS 19%. OUR OPINION IS THAT THE
INCREASE IS NOT A RESULT OF ANYTHING THE CURRENT BOARD AND MANAGEMENT HAS DONE.
HOW MUCH LOWER DO YOU THINK THE STOCK WOULD BE IF WE HADN'T INITIATED THIS
PROCESS?
The incumbent directors cannot claim that they were not alerted that
John Williams considered their actions and inactions to be contrary to the
interests of all shareholders, as excerpts from John Williams' correspondence
with the Board* demonstrate:
o Commenting on the GID acquisition proposal: "IT IS OUR DUTY AND
OBLIGATION AS DIRECTORS OF THE COMPANY TO ALWAYS SEEK TO MAXIMIZE THE
FULL VALUE OF OUR COMPANY FOR OUR SHAREHOLDERS AND UNITHOLDERS, to the
exclusion of any other interest."
John Williams letter to Board, February 20, 2003
o "CLEARLY, THE BEST WAY TO EXPLORE ENHANCING SHAREHOLDER AND UNITHOLDER VALUE
IS BY FORMING A SPECIAL COMMITTEE OF INDEPENDENT DIRECTORS to consider
alternatives and to recommend to the board a course of action
which will enhance shareholder value."
John Williams letter to Board, February 20, 2003
o On the Board's consideration of anti-takeover provisions: "AMENDING OUR
BYLAWS IN THE MANNER PREVIOUSLY PROPOSED IS THE VERY TYPE OF ACTION THAT
IS INAPPROPRIATE AT THIS TIME."
John Williams letter to Board, February 20, 2003
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* The text of these letters can be found on our website,
WWW.POSTSHAREHOLDERS.COM.
Neither do we believe that shareholders can ignore Mr. Williams' recent
pledge that:
o "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."
John Williams letter to Board, May 6, 2003
Will the other directors with significant unit holdings make the same
commitment to Post shareholders?
THE RECORD OF THE CURRENT BOARD HAS BEEN VERY DISAPPOINTING. WE STRONGLY DOUBT
THEY WILL CHANGE THEIR WAYS, JUST LIKE A LEOPARD CANNOT CHANGE ITS SPOTS. WE
ASK:
WHO CAN YOU TRUST TO ENHANCE SHAREHOLDER VALUE?
Let's take the next step, elect the independent slate, and get started
with the real work of realizing value for ALL shareholders.
THERE ARE ONLY 14 DAYS UNTIL THE ANNUAL MEETING
THE FUTURE OF POST PROPERTIES IS IN YOUR HANDS...
VOTE THE GOLD PROXY CARD TODAY!
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.
Very truly yours,
/S/ George R. Puskar /S/ Edward lowenthal
George R. Puskar Edward Lowenthal
Chairman Designate CEO Designate
Former Chairman and CEO of Former President of
Equitable Real Estate Wellsford Real Estate
Investment Management, Inc. Properties, Inc.
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. Text of the letters to the
Board, 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.
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If you have any questions, require assistance in voting your GOLD proxy card,
or need additional copies of John Williams' proxy materials, please call
MacKenzie Partners at the phone numbers listed below.
MACKENZIE PARTNERS, INC.
105 Madison Avenue
New York, New York 10016
email: proxy@mackenziepartners.com
Call collect: (212) 929-5500
or Toll Free: (800) 322-2885
Facsimile: (212) 929-0308
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