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
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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
WILLIAM A. PARKER, JR.
J.C. SHAW
(Name Of Person(s) Filing Proxy Statement, If Other Than The Registrant)
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POST PROPERTIES SHAREHOLDERS:
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WHO DO YOU TRUST TO ENHANCE
SHAREHOLDER VALUE?
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.
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.
o Put in place measures to improve operating performance.
o Implement the highest corporate governance standards.
POST'S INCUMBENT DIRECTORS HAVE:
o Failed to explore a bona fide, cash acquisition proposal not subject to any
financing condition they received on March 14, 2003;
o Refused to form a Special Committee of the Board to explore all
alternatives to enhance shareholder value; and
o Hastily embraced some of our shareholder friendly corporate governance
provisions, after proposing just the opposite just three months ago.
OUR PERSPECTIVE ON THESE SUBJECTS IS CLEAR:
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."1
WE'RE SURPRISED THAT DIRECTORS OF A PUBLIC COMPANY WOULD NOT AT LEAST PURSUE
DISCUSSIONS WITH A POTENTIAL BUYER WHO OFFERED SUCH AN OPENING PROPOSAL.
"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."1
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."
We think our nominees are the superior choice in terms of critical real estate
experience, as well as independence from management.
Let's take the next step, elect the independent slate, and start the real work
of realizing value for all shareholders.
TIME IS SHORT.
THE FUTURE OF POST PROPERTIES
IS IN YOUR HANDS.
VOTE THE GOLD PROXY CARD TODAY
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1 John Williams letter to Board, February 20, 2003
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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.
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Very truly yours,
/s/ George R. Puskar /s/ Edward Lowenthal
George R. Puskar Edward Lowenthal
Chairman Designate Chief Executive Officer Designate
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 e-mail 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.