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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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Contacts:
Media Investors
Jeremy Fielding/Kimberly Kriger Larry Dennedy/Bob Marese
Kekst and Company MacKenzie Partners, Inc.
212-521-4800 212-929-5500
NEW LETTERS SENT TO POST PROPERTIES SHAREHOLDERS
Independent Director Nominees' Chairman Designate and Chief Executive
Officer Designate Ask Shareholders:
"Who Do You Trust to Enhance Shareholder Value?"
Directors Emeritus Express Support for Independent Director Nominees' Effort
ATLANTA, May 9, 2003 - Shareholders of Post Properties (NYSE:PPS) today were
mailed the following letter from George R. Puskar, the independent director
nominees' Chairman designate and former Chairman and Chief Executive Officer of
Equitable Real Estate Investment Management, Inc., and Edward Lowenthal, the
independent director nominees' Chief Executive Officer designate and former
President of Wellsford Real Estate Properties, Inc. Shareholders were also
mailed a letter from William A. Parker and J.C. (Bud) Shaw, Post Properties' two
directors emeritus.
The text of the two letters follows:
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
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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 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?
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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
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
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* The text of these letters can be found on our website,
WWW.POSTSHAREHOLDERS.COM.
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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,
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."
"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.
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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,
William A. Parker and J.C (Bud) Shaw
Messrs. Parker and Shaw were original directors and are longtime shareholders of
Post Properties. They are the only two Directors Emeritus of the Company.
Mr. Parker was President of Beck & Gregg Industries and its predecessor company
from 1963-77 and is chairman of Comanche Investment Co. 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. Shaw 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
Trustee of Georgia Institute of Technology and now serves as Trustee
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Emeritus. He was past Chairman of the University's National Advisory Board and
recipient of the Total Person Award.
Both gentlemen have served as a trustee/director of numerous foundations and
civic organizations."
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
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