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))
|_| 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)
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:
GEORGE R. PUSKAR EDWARD LOWENTHAL JOHN A. WILLIAMS
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 immediately a sale Losing the takeover premium in
of the company while market conditions are Post shares and a decline in the
favorable stock price
Taking advantage of current conditions to Possible adverse movement in
maximize value: low capitalization and capitalization and interest
interest rates and high demand for rates, further decline in FFO,
multifamily real estate further dividend reductions and
erosion of shareholder value
Pursuing a process to provide due diligence Re-electing a Board that failed
information to all interested and qualified to pursue GID's fully funded
bidders offer and believes this is not a
good time to pursue a sale of
the company
A team with decades of multifamily real A team with limited multifamily
estate and financial experience, and real estateexperience and little
significant experience selling public real experience in running public
estate companies for the benefit of all companies
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 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.
Sincerely,
GEORGE R. PUSKAR EDWARD LOWENTHAL JOHN A. WILLIAMS
/S/ George R. Puskar /S/ Edward Lowenthal /S/ John A Williams
GEORGE R. PUSKAR EDWARD LOWENTHAL JOHN A. WILLIAMS
CHAIRMAN DESIGNATE CEO DESIGNATE CHAIRMAN EMERITUS
FORMER CHAIRMAN AND CEO FORMER PRESIDENT OF FORMER CHAIRMAN AND
OF EQUITABLE REAL ESTATE WELLSFORD REAL ESTATE CEO OF POST
INVESTMENT MANAGEMENT, INC. PROPERTIES, INC. PROPERTIES, INC.
--------------------------------------------------------------------------------
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 LOGO]
email: PROXY@MACKENZIEPARTNERS.COM
Call collect: (212) 929-5500 OR TOLL FREE: (800) 322-2885
--------------------------------------------------------------------------------