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
(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:
[The following materials were posted on WWW.POSTSHAREHOLDERS.COM
on May 5, 2003]
Protect your Post Properties Investment
Vote GOLD to Restore Shareholder Value
[Click here to read Mr. Williams' proxy statement filed with the Securities
and Exchange Commission on April 25, 2003.]
ATTENTION: POST PROPERTIES SHAREHOLDERS
[Tab entitled "What's New" with link to letter from John A. Williams to Post
Associates, as well as a link to a press release dated April 30, 2003 entitled
"Key Questions For Post's Board and Management, Shareholders Deserve Answers"]
"THIS PROXY CONTEST IS ABOUT POST'S LEADERSHIP, ITS FUTURE, AND DOING WHAT IS IN
THE BEST INTEREST OF ALL POST SHAREHOLDERS, CUSTOMERS AND EMPLOYEE-ASSOCIATES."
John A. Williams, the founder of Post Properties, Inc., Chairman Emeritus and a
director, and the previous Chairman and CEO, is also Post Properties largest
equity holder.
He has concluded that the incumbent Board of Directors lacks the experience and
capability to restore and enhance value for all Post shareholders. Together with
a slate of experienced executives and real estate professionals, he has
initiated an effort to solicit proxies so that shareholders can take action at
Post Properties' 2003 Annual Meeting on May 22nd, 2003. A number of
long-standing Post shareholders have already committed to support these efforts.
All shareholders are urged to vote their GOLD proxy card to elect this
independent slate to serve as directors who will work more effectively in the
best interests of all Post shareholders. The director-nominees are: George R.
Puskar, Roy E. Barnes, Francis L. Bryant, Jr., Paul J. Dolinoy and Thomas J.A.
Lavin.
In addition, Edward Lowenthal, a senior executive with more than 20 years of
management and leadership in the real estate industry, has agreed to become
President and Chief Executive Officer of Post Properties if the slate of
independent director-nominees is elected at the Annual Meeting. [link to EDWARD
LOWENTHAL BIO]
[Graph depicting 2002 Price Performance of
Post properties, Inc. versus peer group]
Currently, the Post Board is composed of eleven directors. However, one existing
director has submitted his resignation effective following the Annual Meeting.
If all of Mr. Williams' nominees are elected, following the Annual Meeting, five
of the ten directors will be Mr. Williams' nominees. Mr. Williams and his
nominees would therefore together constitute a majority of the Board. Also, Mr.
Williams and his nominees have agreed that, if elected, Edward Lowenthal would
be appointed to the Board to fill an existing vacancy, the size of the Board
would be increased to twelve directors, and Craig G. Vought, currently Managing
Director of Broadreach Capital Partners, LLC, would be appointed to fill another
vacancy. Mr. Lowenthal has said that one of his first priorities would be to
form a Special Committee of the Board with a mandate to explore all ways to
enhance shareholder value, including a potential sale or merger of the company.
ON APRIL 25, 2003, MR. WILLIAMS FILED HIS DEFINITIVE PROXY STATEMENT WITH THE
SECURITIES AND EXCHANGE COMMISSION AND MAILED THAT PROXY STATEMENT TO
SHAREHOLDERS IN CONNECTION WITH HIS SOLICITATION OF PROXIES FROM SHAREHOLDERS OF
POST PROPERTIES, INC. WITH RESPECT TO POST PROPERTIES' ANNUAL MEETING. MR.
WILLIAMS MAY ALSO FILE ADDITIONAL PROXY SOLICITATION MATERIALS.
POST PROPERTIES SHAREHOLDERS SHOULD HAVE RECEIVED THEIR GOLD PROXY CARD FOR
ELECTING THE PROPOSED ALTERNATE SLATE OF INDEPENDENT NOMINEES IN THE MAIL. YOU
MAY VOTE AT ANY TIME BY SIGNING AND RETURNING YOUR GOLD PROXY CARD WHEN YOU
RECEIVE IT. EVEN IF YOU HAVE PREVIOUSLY MAILED YOUR WHITE PROXY AND WISH TO
CHANGE YOUR VOTE, YOU HAVE EVERY LEGAL RIGHT TO DO SO. ONLY THE LATEST DATED
VOTE WILL BE COUNTED AT THE MEETING. WE URGE YOU TO ACT PROMPTLY.
Given Post Properties' disappointing financial performance, Mr. Williams firmly
believes the interests of all Post shareholders would be better served if his
independent nominees are elected. SHAREHOLDERS MUST ACT NOW. Mr. Williams
believes his proposed independent slate of directors plus himself and Mssrs.
Lowenthal and Vought have the industry experience, proven track records,
financial expertise and the indepen dence that is necessary to:
- Implement shareholder friendly corporate governance at Post,
- - Enhance shareholder value, and
- - Improve Post Properties' operating performance.
If you own stock of Post Properties, please visit this website regularly for
information that will help you learn more and provide you with instructions of
how to join other Post Properties shareholders who want to restore and enhance
value at Post Properties.
MR. WILLIAMS ADVISES ALL POST PROPERTIES SHAREHOLDERS TO READ THE DEFINITIVE
PROXY STATEMENT AND ANY ADDITIONAL PROXY SOLICITATION MATERIALS CAREFULLY
BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
Mr. Williams' definitive proxy statement is, and any additional proxy
solicitation materials will be, available for free at the Securities and
Exchange Commission's Internet web site at http://www.sec.gov. You may also
obtain a free copy of Mr. Williams' definitive proxy statement and other
relevant documents by writing to MacKenzie Partners, Inc. at 105 Madison Avenue,
14th Floor, New York, NY 10016.
If you have any questions about the proxy materials, you may call MacKenzie
Partners, Inc. at (800) 322-2885.
<page>
Protect your Post Properties Investment
Vote GOLD to Restore Shareholder Value
Edward Lowenthal
George R. Puskar
Roy E. Barnes
Francis L. Bryant, Jr.
Paul J. Dolinoy
Thomas J.A. Lavin
Craig G. Vought
[PHOTO]
EDWARD LOWENTHAL
Edward Lowenthal has over 30 years of real estate and merger and acquisition
experience in both public and private entities. He co-founded Wellsford
Residential Property Trust in 1986, and co-led the company's IPO in November
1992, making it one of the first multifamily REITs to become a public company in
the 1990s. From 1992 to 1997, Wellsford Residential Property grew from 5,000 to
20,000 multifamily units, and its capitalization increased from $200 million to
more than $1 billion. In May 1997, Wellsford Residential Property was merged
into Equity Residential Properties Trust, where Mr. Lowenthal continues to serve
as a Trustee, until May 30, 2003.
From 1997 to 2002, Mr. Lowenthal was director and President of Wellsford Real
Properties, Inc., a public company with over $1 billion of assets under
management, including multifamily and office properties. He is currently
Managing Member of Ackerman Management LLC, a private investment management and
advisory company.
Mr. Lowenthal serves as a Director of Omega Healthcare Investors, Inc., and of
Reis, Inc., a privately held real estate information and analytics provider. He
has previously served as a Director of other public and private companies. He
serves as a Trustee of The Manhattan School of Music. He served as a member of
the Board of Governors of the National Association of Real Estate Investment
Trusts (NAREIT) from 1992-2000, Co-Chaired its 1993 annual meeting and served as
Co-Chair of the Visiting Committee to Case Western Reserve University's College
of Arts and Sciences.
Mr. Lowenthal earned a B.A. from Case Western Reserve University, and a J.D.
from Georgetown University Law Center where he was an editor of the Georgetown
University Law Journal.
[photo]
GEORGE R. PUSKAR
George R. Puskar retired in June 2000 after 33 years in the real estate
industry. Mr. Puskar was Chairman and Chief Executive Officer of Equitable Real
Estate Investment Management, Inc., which was one of the world's most
diversified real estate organizations with over $36 billion in assets under
management and was ranked as the leading manager of United States pension real
estate assets. He was elected an officer of Equitable in 1977 and President of
Equitable Real Estate in 1984.
Over the years, Mr. Puskar has been active in numerous real estate organizations
and has served on the Boards of NRC (National Realty Committee), ICSC
(International Council of Shopping Centers), NACREIF (National Council of Real
Estate Investment Fiduciaries), and U.L.I. (Urban Land Institute). From 1993
until 1997, Mr. Puskar was also a Board member of Carr-America Real Estate
Investment Trust. Currently, Mr. Puskar serves on the Board of Directors and
Investment Committee of I-Star Financial, a NYSE listed real estate investment
trust with a $4.3 billion portfolio of assets.
Effective May 14, 2003, Mr. Puskar anticipates that he will be elected to the
Board of New Plan Excel Realty Trust, a self-managed real estate investment
trust with a national portfolio of community and neighborhood shopping centers
totaling approximately $3.7 billion in assets. He is currently Chairman of
Solutions Manufacturing, Inc., a manufacturer of electronic components based in
Rockledge, Florida, and he is active as a Vice-Chairman of World Team Sports, an
organization that specializes in unique athletic events with teams built around
disabled athletes.
[photo]
ROY E. BARNES
Roy E. Barnes is the immediate past Governor of the State of Georgia, having
served in that office from January 1999 until January 2003. During his term as
Governor, Governor Barnes also served as the Chairman of the Southern Regional
Education Board, Chairman of the Southern Governor's Association and Chairman of
the Education Commission of the States. Governor Barnes is presently donating
six months of his time as a full-time volunteer at Atlanta Legal Aid, which
provides free legal services to the poor and elderly in civil matters.
In addition to his long career as a public servant, Governor Barnes has also
conducted a successful law practice for many years, and he has been actively
involved in business, especially banking. He served on the Board of Directors of
First National Bank of Cobb County in the mid-1970's and was one of the
organizers of Cobb Savings and Loan Association and Community Bank and Trust
(later named Georgia State Bank). Governor Barnes also served as a Director of
Alcovy Banking Company, and, together with his brother, founded an extended stay
motel chain that operates under the name Efficiency Lodge, Inc. Governor Barnes
was recently awarded the 2003 John F. Kennedy Profiles in Courage Award by the
John F. Kennedy Library Foundation.
[PHOTO]
FRANCIS L. BRYANT, Jr.
Francis L. Bryant, Jr. has over 40 years of experience in the public and private
real estate markets. Mr. Bryant is a former Executive Vice President, and
officer in charge, of the real estate division of Manufacturers Hanover Trust
Company, and the former senior real estate lending officer of Manufacturers
Hanover Trust Corporation and a member of Manufacturers Hanover Trust Company's
Credit Policy Committee. During his 20-year tenure with Manufacturers Hanover
Trust, Mr. Bryant arranged acquisition, construction and permanent financing for
a number of prominent sites, including, among others: World Financial Center in
New York, Bank of America Plaza in New York, Hilton Hotel and Towers in Chicago,
Trump Plaza in New York, Merchandise Mart in Atlanta, Ritz-Carleton Hotel in
Laguna Nigel, California. During his tenure as Executive Vice President,
Manufacturers Hanover Trust provided financing to Post Properties involving 24
properties totaling 7,915 units.
Mr. Bryant is currently active in entrepreneurial real estate investments with
an emphasis on senior housing and health care. He was a member of the Real
Estate Advisory Committee of the New York State Common Retirement Fund for 24
years until 2002. Mr. Bryant has been Chairman of the Community Preservation
Fund and Co-Chairman of the Industry Real Estate Financing Advisory Council of
the American Hotel and Motel Association. He was a founding member of the Real
Estate Center of the Wharton School of the University of Pennsylvania and has
served on the boards of other organizations, including the Real French
Corporation (a subsidiary of Banque Nationale de Paris), the Real Estate Board
of New York, Urban Land Institute, Prudential Realty Trust, New York University
Real Estate Institute and the Realty Foundation of New York.
[photo]
PAUL J. DOLINOY
Paul J. Dolinoy has over 31 years of real estate and investment management
experience. He retired in June 2000 as President of Lend Lease Real Estate
Investments, Inc., one of the largest real estate investment managers in the
world, with over $38 billion in real estate and commercial mortgages under
management for institutional and private clients in the United States. Prior to
Lend Lease's acquisition of Equitable Real Estate in 1997, Mr. Dolinoy served in
various executive officer capacities with Equitable since 1978, including Senior
Executive Vice President and head of Equitable Real Estate Institutional
Advisors, which provided real estate investment management service to
institutional investors.
Following his retirement and until January 2002, Mr. Dolinoy served as Chairman
of the Lend Lease Portfolio Assurance Committee, as a member of Lend Lease's
Prime Property Fund Investor Council and as a Senior Consultant to Lend Lease.
Currently he serves as Board Chairman of the J. P. Morgan United States Real
Estate Income and Growth Fund, as a member of the New York State Teachers'
Retirement System Real Estate Advisory Committee and as a Consultant to General
Motors Acceptance Corporation Institutional Advisors. Mr. Dolinoy has served on
various boards and committees including the Pension Real Estate Association
Board and Executive Committee and Equitable Real Estate's Executive and
Investment Committees.
[photo]
THOMAS J.A. LAVIN
Thomas J.A. Lavin is an independent real estate advisor and consultant with 30
years of experience in the public and private real estate capital markets. From
1999 to 2002, Mr. Lavin ran the commercial mortgage lending operation at
Metropolitan Life Insurance Co. where he was responsible for all aspects of a
$19 billion portfolio and $3 billion in annual originations. From 1997-99, Mr.
Lavin was a managing director of Citicorp Securities, where he was responsible
for origination of all major securitized and syndicated real estate financings.
In 1995 and 1996, he advised on the sale of over $2 billion in commercial
property sales for several clients.
From 1992-95, he was managing director and head of the real estate investment
banking group of Smith Barney. During his tenure, the group raised $8.3 billion
of capital principal in common equity for REITs. In 1991-92, he was President of
Weatherall, Green & Smith US, the U.S. branch of a global real estate consulting
company, where he developed acquisition opportunities for the firm's European
clients. From 1986-90, he was head of the real estate investment banking group
at The First Boston Corporation. He is a Council Chairperson for the Urban Lane
Institute and is a member of the Real Estate Roundtable of New York University.
CRAIG G. VOUGHT
Craig G. Vought is currently Managing Director of Broadreach Capital Partners,
LLC, a real estate private equity firm that he co-founded in 2002. The firm
recently raised in excess of $230 million from a variety of sources, which it
anticipates investing in the near future. He is a member of the Board of
Trustees of Equity Office Properties Trust and former co-chief executive officer
of Spieker Properties (SPK), where he was responsible for overseeing its overall
strategic direction and capital markets and investment activity. Mr. Vought
initiated and negotiated the $7.2 billion merger of SPK into Equity Office
Properties, believed to be the largest real estate transaction in U.S. history.
He received the industry's Outstanding CEO award in 2000, in a poll that
surveyed the largest institutional investors and Wall Street analysts. During
the time he was co-CEO, SPK's average compounded annual shareholder returns were
49.7 percent.
Prior to 1999, Mr. Vought was executive vice president and chief financial
officer of SPK, responsible for raising over $4 billion of equity and debt
capital in various public and private transactions. He won the industry's
Outstanding CFO award in 1999, in a poll that surveyed the largest institutional
investors and Wall Street analysts. He was a member of SPK's investment
committee since its inception, during which time it acquired or developed $5
billion of commercial property and sold over $1 billion in assets.
Prior to SPK's IPO, Mr. Vought was a partner in Spieker Partners. Prior to
beginning his real estate career with Trammell Crow Company in 1986, he held
positions at Chase Manhattan Bank and E.F. Hutton & Co. Mr. Vought received a
B.A. from Trinity College and an MBA from The Wharton School of Business.
<page>
Protect your Post Properties Investment
Vote GOLD to Restore Shareholder Value
FREQUENTLY ASKED QUESTIONS
Q: WHO IS JOHN A. WILLIAMS?
A: John A. Williams is the founder, largest shareholder (he holds beneficial
ownership of 2,887,815 shares of Post Properties common stock (including
currently exercisable options and partnership units convertible for common
stock), equivalent to approximately 7.3% of shares outstanding, which includes
ownership of 855,065 shares of Post Properties common stock, or 2.3% of the
shares eligible to vote at the Annual Meeting) and a director of Post
Properties. He is also the previous Chairman and CEO of the Company - and is
well aware of the way Post's Board operates.
Mr. Williams knows Post and the multifamily apartment market intimately. He has
been involved with the apartment business for almost 40 years.
He believes the incumbent Board is inexperienced in the multifamily real estate
industry and ill equipped to implement a plan for recovery and growth that will
enhance value for all shareholders.
[Link to JOHN A. WILLIAMS BIO]
Q: WHY IS MR. WILLIAMS PROPOSING THAT SHAREHOLDERS VOTE TO ELECT AN
INDEPENDENT SLATE OF DIRECTORS AT THE MAY 22ND POST ANNUAL MEETING?
A: John A. Williams, like other Post shareholders, has watched the stock's
negative performance. He has seen the Board consistently indicate its
unwillingness to consider proposals to fix the Company and enhance
shareholder value. He has concluded that the incumbent Board lacks the
experience and capability to restore and build value for all Post
shareholders.
Therefore, he believes that he has no recourse but to solicit proxies so that
shareholders can take action at the upcoming annual meeting and so that they can
elect an independent slate of executives and real estate professionals to serve
as directors who will work more effectively in the best interests of all Post
shareholders.
Q: WHEN WILL I RECEIVE MY GOLD PROXY CARD AND WHEN CAN I VOTE?
---------------
A: Mr. Williams filed his definitive preliminary proxy statement with the
Securities and Exchange Commission on April 25, 2003. You should be receiving
you GOLD proxy card for electing the alternate slate of independent nominees
proposed by John A. Williams in the mail in a matter of days. You may vote at
any time by signing and returning your GOLD proxy card when you receive it.
Even if you have previously mailed your white proxy and wish to change your
vote, you have every legal right to do so. Only the latest dated vote will be
counted at the meeting. We urge you to act promptly.
Q: WHAT IS MR. WILLIAMS' PLAN TO ENHANCE SHAREHOLDER VALUE?
A: Mr. Williams believes his five nominees plus himself have the industry
experience, the proven track records, the financial expertise, and in
particular, the independence that is necessary to:
- implement shareholder friendly corporate governance at Post,
- improve Post's operating performance, and
- enhance shareholder value.
Mr. Williams' platform includes the formation of a Special Committee of the
Board. This Special Committee would comprise solely independent directors to
undertake a thorough exploration of all of Post's strategic alternatives to
enhance shareholder value, including operational changes, stock buybacks, asset
sales or a possible sale of the company as a whole.
It also envisions a plan to improve Post's performance in the current
environment -- including an aggressive, but selective, corporate-level cost
cutting strategy and a program to reestablish Post's high level of service and
attention to detail to increase rental rates and occupancies at all properties.
Q: WHO ARE THE NOMINEES?
A: Mr. Williams' nominees for election to the Board are George R. Puskar, Roy
E. Barnes, Francis L. Bryant, Jr., Paul J. Dolinoy, and Thomas J.A. Lavin.
Post needs people who have dealt successfully in a fiduciary role with tough
economic conditions and tough situations facing real estate companies before.
These nominees have. They are committed and well equipped to work with John
A. Williams and Post management to halt the erosion in value at Post and
focus on repairing and building it for the benefit of all shareholders.
Q: IF THE SLATE OF NOMINEES PROPOSED BY MR. WILLIAMS IS ELECTED, WHAT IS ITS
STRATEGY FOR IMPROVING AND GROWING POST'S BUSINESS?
A: This slate won't accept the status quo.
o A new Board and management intend to implement shareholder friendly
corporate governance at Post through a number of measures. These include
annual election of all directors, having a chairman with substantial
experience in the multifamily apartment real estate industry and with
public companies, and the use of equity for Board compensation.
o A new Board and management intend to take action to enhance value for all
Post shareholders. Steps include a comprehensive and independent
evaluation of a broad range of strategic alternatives, such as operational
changes, asset sales coupled with stock buybacks and repayment of
indebtedness on a leverage-neutral basis, and the possibility of a sale of
the company as a whole.
o A new Board and management will take steps intended to improve the
Company's performance - operationally and financially. For example,
implementing aggressive but selective cost cutting measures at the
corporate level and re-focusing on employee training and the corporate
culture of delivering high quality service - a hallmark of Post since
Williams founded it in 1971.
Q: HOW DO I VOTE IN FAVOR OF MR. WILLIAMS' PROPOSALS?
A: You may vote by mail or you may vote in person at the May 22nd Post
Properties Annual Meeting.
TO VOTE BY MAIL, YOU MUST SIGN AND DATE THE GOLD PROXY CARD THAT YOU
WILL RECEIVE WITH YOUR DEFINITIVE PROXY STATEMENT AND MAIL IT TO:
MacKenzie Partners
105 Madison Avenue
New York, NY 10016
If you mark your voting instructions on the proxy card, your shares will be
voted as you instruct. IF YOU RETURN A SIGNED CARD, BUT DO NOT PROVIDE VOTING
INSTRUCTIONS, YOUR SHARES WILL BE VOTED FOR MR. WILLIAMS' FIVE NOMINEES AND FOR
THE APPROVAL OF THE 2003 INCENTIVE STOCK PLAN. Because Mr. Williams has
nominated five directors, one of the votes that you are eligible to cast will
not be voted for any other director. We encourage you to examine your proxy card
closely to make sure you are voting all of your shares in Post.
To vote in person at the Annual Meeting, you should attend the Annual Meeting
and fill out a written ballot that will be distributed to Post shareholders at
the Annual Meeting. If you hold your Post common stock through a brokerage
account but do not have a physical share certificate, you must request a legal
proxy from your stockbroker in order to vote at the meeting.
Q: WHAT IS THE RECORD DATE?
A: The record date for the Annual Meeting was March 25, 2003. Only holders of
record of Post common stock as of the close of business on that date are
entitled to notice of, and to vote at, the Annual Meeting. Holders of record of
Post common stock as of March 25, 2003 are urged to submit a GOLD proxy card,
even if you sold your shares after that date.
Q: WHO CAN I CALL IF I HAVE ANY QUESTIONS OR COMMENTS?
A: You may call MacKenzie Partners, Inc. at (800) 322-2885.
YOUR VOTE IS VERY IMPORTANT.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON,
PLEASE COMPLETE, SIGN, DATE AND
RETURN THE GOLD PROXY CARD.
--------------------------