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 |_|
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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
LARGEST VOTER OF POST PROPERTIES COMMON STOCK DECLARES
SUPPORT FOR INDEPENDENT SLATE
Shapiro Capital Management to Vote GOLD proxy card
In light of way GID offer handled, Sam Shapiro says not voting for
independent directors would be "irresponsible"
ATLANTA, May 19, 2003 - Sam Shapiro, President of Shapiro Capital Management,
which holds the power to vote the largest single block of shares eligible to
vote at Post Properties, Inc.'s (NYSE:PPS) upcoming annual meeting, publicly
stated on Saturday afternoon that Shapiro Capital will vote the GOLD proxy for
the election of the independent director nominees. Mr. Shapiro commented, "It is
clearly time for change at Post Properties. I believe Post's incumbent board has
neglected its duty to shareholders. Given the board's handling of the GID offer,
I believe it would be absolutely irresponsible for fund managers not to vote for
the slate of independent directors."
Shapiro Capital Management recently sold its Post Properties common stock. But
it owned the shares on March 25, 2003, the date of record to vote in the proxy
contest.
"We are delighted that Mr. Shapiro has publicly announced that he is joining the
number of other institutional and individual investors who plan to vote in favor
of our slate. His endorsement is important because he is a respected member of
the investment community who understands the importance of fiduciary duties to
shareholders, company transparency, and sound corporate governance," said John
Williams, Edward Lowenthal, President and Chief Executive Officer designate and
George R. Puskar, independent director nominee and proposed non-executive
Chairman.
"In contrast, the current management seems to have a very different idea about
how best to maximize shareholder value. In discussing the GID offer, CEO Dave
Stockert yesterday told a reporter that `Post's board did consider the bid
thoroughly and decided it was not in the best interest of shareholders.'
"We are stunned Dave Stockert would describe the board's process as `thorough'
when they did not even check to see if GID was willing to pay a higher price;
the entire board meeting to consider the offer took less than 30 minutes, start
to
finish; the board failed to have an independent financial adviser to present
any financial analysis or answer directors' questions regarding the GID
proposal; and obviously failed to form a special committee of independent
directors to explore the offer.
"It is abundantly clear that the incumbent directors and management believe this
is not a good time to pursue a sale of the company. Our director nominees will
seek to maximize shareholder value today. And when ISS and Green Street
recommended a vote for the incumbent directors and the status quo platform, both
acknowledged that a sale is more likely if our independent nominees are elected.
There is still time to vote. 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 express mail the GOLD proxy card. If you need assistance in sending your
GOLD proxy card, contact MacKenzie Partners, Inc. toll-free at (800) 322-2885 or
(212) 929-5500 or by email at PROXY@MACKENZIEPARTNERS.COM between 8:00 am and
midnight any day before the annual meeting," concluded Messrs. Williams,
Lowenthal and Puskar.
VOTE GOLD FOR DIRECTORS COMMITTED TO PURSUE
IMMEDIATELY A SALE OF THE COMPANY WHILE MARKET
CONDITIONS ARE FAVORABLE
VOTE GOLD TO ELECT THE BEST-QUALIFIED TEAM WITH
SIGNIFICANT EXPERIENCE SELLING PUBLIC REAL ESTATE
COMPANIES FOR THE BENEFIT OF ALL SHAREHOLDERS
VOTE GOLD TO MAXIMIZE SHAREHOLDER VALUE
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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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