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|
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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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Contacts:
Media Investors
Jeremy Fielding/Kimberly Kriger Larry Dennedy/Bob Marese
Kekst and Company MacKenzie Partners, Inc.
212-521-4800 212-929-5500
GEORGE R. PUSKAR, EDWARD LOWENTHAL AND JOHN A. WILLIAMS
SEND LETTER TO SHAREHOLDERS
Shareholders Deserve a New Board They Can Trust to Seek to Maximize
Shareholder Value
ATLANTA, May 15, 2003 -- John A. Williams, George R. Puskar, independent
director nominee and proposed non-executive Chairman, and Edward Lowenthal,
President and Chief Executive Officer designate of Post Properties, Inc.
(NYSE: PPS), today sent the following letter to shareholders:
"YOU DESERVE A NEW BOARD YOU CAN TRUST TO SEEK TO MAXIMIZE
SHAREHOLDER VALUE TODAY.
DON'T RISK THE STATUS QUO.
May 15, 2003
DEAR POST PROPERTIES SHAREHOLDER:
Vote the GOLD Proxy Card for Our Don't Risk Re-Electing Incumbent
Slate of Independent Directors: Directors and Management:
VOTE FOR: DON'T RISK:
A commitment to pursue Losing the takeover premium
immediately a sale of the company in Post shares and a decline in
while market conditions are the stock price
favorable
Possible adverse movement in
Taking advantage of current capitalization and interest
conditions to maximize value: low rates, further decline in FFO,
capitalization and interest rates further dividend reductions and
and high demand for multifamily erosion of shareholder value
real estate
Pursuing a process to provide Re-electing a Board that failed to
due diligence information to all pursue GID's fully funded offer
interested and qualified bidders and believes this is not a good time
to pursue a sale of the company
A team with decades of multifamily A team with limited multifamily real
real estate and financial experience, estate experience and little
and significant experience selling experience in running public
public real estate companies for companies
the benefit of all shareholders
TIME IS SHORT. THE CHOICE IS YOURS.
We urge you to act promptly and vote your GOLD proxy today. Only the latest
dated vote will be counted at the meeting.
THE INCUMBENT DIRECTORS HAVE TRIED TO CREATE A SMOKESCREEN OF SIDE ISSUES TO
DISTRACT YOU FROM THE REAL ISSUES
IN THIS PROXY CONTEST.
HERE ARE MORE KEY FACTS YOU SHOULD CONSIDER
BEFORE YOU VOTE:
THIS PROXY CONTEST IS NOT ABOUT JOHN WILLIAMS, AS POST WOULD LEAD YOU TO
BELIEVE.
THE FACT IS John Williams will not serve as an executive, or non-executive
Chairman, of Post Properties. Period. Furthermore, if the independent slate of
director-nominees is elected, he will step down as a director immediately after
the Board is reconstituted. He would do this because he trusts the experience,
judgment and integrity of these proposed new directors.
POST HAS TRIED TO MAKE AN ISSUE OF ED LOWENTHAL'S PROPOSED COMPENSATION AS
PRESIDENT AND CEO.
The fact is that the nominees believe Ed Lowenthal's compensation is appropriate
based on his proven experience and ability to lead the company, and aligns his
interests with those of shareholders. Furthermore, he has voluntarily agreed to
raise the exercise price of each Stock Appreciation Right (SAR) to $26, the
price of the GID offer. In exchange for this increase, he would now receive
875,000 SARs. This change would lower his proposed compensation upon a
sale of the company unless the company is sold for more than $30.03 per share -
obviously further aligning his interests with those of shareholders.
YOU DESERVE A NEW BOARD THAT WILL TAKE IMMEDIATE ACTION
TO SEEK TO MAXIMIZE SHAREHOLDER VALUE.
DON'T BE SATISFIED WITH LESS. DON'T ACCEPT THE STATUS QUO.
VOTE YOUR GOLD PROXY 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."
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, Inc. toll-free at (800) 322-2885 or (212) 929-5500 or by email at
PROXY@MACKENZIEPARTNERS.COM.
The proxy statement, which has been mailed to Post Properties shareholders, and
other filings and information related to this solicitation can be also found at
WWW.POSTSHAREHOLDERS.COM.
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