==============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Filed by the Registrant |X|
Filed by a Party other than the Registrant [ ]
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)
(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:
[POST PROPERTIES, INC. LOGO]
For Immediate Release
Contact: Judith Wilkinson/Nina Covalesky PRESS RELEASE
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
Post Properties' Board of Directors Urges Shareholders to
Reject Williams' Attempt to Take Back Control of Post
Recommends Shareholders Re-Elect Post's Director Nominees
ATLANTA, April 23, 2003 - Post Properties, Inc. (NYSE: PPS), an Atlanta-based
real estate investment trust, today sent the following
letter to Post shareholders:
April 23, 2003
Dear Post Properties Shareholder:
As you may be aware, John Williams, the former CEO and Chairman of Post
Properties, is launching a costly and divisive proxy contest in an effort to
re-take control of your Company. Mr. Williams, who owns only 2.5% of the
Company's voting stock, has nominated five Board candidates selected by him --
and may be asking you to vote your shares to elect his candidates to your
Board of Directors. If Mr. Williams prevails, he and his nominees would
constitute a majority of the directors. Then, in an effort to turn back the
clock to the days when the Company struggled under his leadership, he intends
to re-install himself as CEO and have one of his designees installed as
Chairman.
Nothing less than the future of your Company and the value of your
investment is at stake. We urge you to act now to protect the value of your
shares. You can reject Mr. Williams' bid for control by signing, dating and
returning the enclosed WHITE proxy card. A postage-paid return envelope is
enclosed for your convenience.
THE STAKES ARE HIGH AND THE CHOICE IS CLEAR
Despite the distractions caused by Mr. Williams, culminating in this proxy
contest, your Board of Directors and current management continue to move
forward with their plans to put your Company on the right course and improve
value for all shareholders.
- more -
- 2 -
For example:
o Since last July, our property management team, with over 100 combined
years of multifamily experience, has significantly improved Post's
relative same-property operating performance in Atlanta and Dallas,
our two largest markets.
o We are committed to building the "Post" brand by ensuring the quality
of our properties. In Post's most recent independently conducted
resident survey, we enjoyed the highest overall rating for resident
satisfaction in recent years.
o We continue to reduce overhead and property operating costs and to
improve efficiency.
o We are selectively disposing of non-strategic properties through a
highly competitive bid auction process and, at the same time,
strengthening our balance sheet.
JOHN WILLIAMS: "THE CASE OF THE CEO WHO WOULDN'T LEAVE"
During the past year, at the urging of the Board of Directors, John
Williams resigned as CEO and Chairman of the Board. This is a Board, by the
way, that knows Mr. Williams well, and many of its members have had
longstanding personal and professional relationships with him. The Board's
decision to move forward with its management succession plan was not based on
any personal animosity toward Mr. Williams -- it was based solely on the
conclusion that having Mr. Williams continue to run the Company was no longer
in the best interests of shareholders.
Last summer, when the Board selected Dave Stockert as CEO to succeed Mr.
Williams, it was Mr. Williams who enthusiastically endorsed him as "just the
right man to succeed me" in the press release announcing Mr. Stockert's
appointment. Quickly, however, Mr. Williams sought to undermine new
management, and earlier this year the Board concluded it had no choice but to
ask Mr. Williams to step down as Chairman.
As The Wall Street Journal recently wrote: "Call it the case of the CEO
who wouldn't leave."1 Unfortunately, this is not the first time this has
happened. Mr. Williams has built a track record of appearing to acquiesce in a
succession plan and then quickly undermining his successor. If he succeeds in
this proxy contest, it is unlikely that the Company would be able to attract
qualified management talent in the foreseeable future.
THE WILLIAMS' LEGACY: THE REAL STORY
Those who follow the Company most closely -- the professional analysts --
are seeing right through Mr. Williams' cynical effort to re-write his legacy.
In a calculated attempt to win votes, Mr. Williams is attacking the Company's
business and financial performance, when the reality is that current
management has been working proactively for months to address the challenges
Mr. Williams left behind when he finally stepped down as CEO.
- more -
- 3 -
The analysts are not at all fooled by Mr. Williams' attempt to shift the
responsibilities for his missteps to his successor -- or by his complete
failure to acknowledge and accept responsibility for the state of affairs at
the Company when he turned the reins over to Mr. Stockert.
Here is what the analysts have to say:
Remember, Mr. Williams only relinquished control in July 2002, well
after the problems for PPS began. In fact, over the past nine months
since Chief Executive Officer David Stockert has been directing PPS
activities, we have gained a greater degree of confidence as the
Company is, in our opinion, once again heading to a position of solid
footing...[T]he direction of the Company is considerably more secure
than it was only 12 months ago.
A. Pevnev, McDonald Investments Inc., First Call, 04/07/03
Under Mr. Williams' watch as CEO and chairman of the board, PPS
shares dropped from a peak of over $46 in July 2000 to as low as
$26.50 in July 2002. Since that time, shares have been as low as
$22.40, but that was still under the watch of Mr. Williams as
chairman of the board. We believe Mr. Williams has played an active
role in the company's performance to date.
Rod Petrik, Tamara J. Fique, Legg Mason, First Call 04/08/03
Said one buy-sider, `It isn't as if we all parachuted to Earth
yesterday. We remember John's [Williams] role in what's happened at
Post.' . . . One investor with a sizable stake in Post . . . said he
was troubled by Williams' attempt to rewrite history. `To hear John
tell it, the diversification effort that got Post into trouble in the
first place was a darn good idea and it would have worked if hadn't
been for forces outside the company's control. I don't know if John
really believes that or he's just convinced himself that was the case
to keep from facing up to the fact that he screwed up.'
Barry Vinocur, REIT Wrap, 04/15/03
This management change [referring to Mr. Williams being replaced as
Chairman of the Board by Robert C. Goddard, III] is important for
Post as the company continues to move beyond many of its previous
problems (mostly development related) and into the next phase of its
life.
Steve Sakwa, Merrill Lynch, First Call, 02/21/03
With your support -- and your vote on the enclosed WHITE proxy card -- we
can put this unfortunate chapter behind us and devote our full efforts to
continuing to improve operating performance for the benefit of all
shareholders.
- more -
- 4 -
Your vote is IMPORTANT. Whether or not you plan to attend the Annual
Meeting of Shareholders, please sign, date and return the enclosed WHITE proxy
card. A postage-paid envelope is provided for your convenience. We urge you
not to sign any proxy card you may receive from Mr. Williams, even as a
protest vote against him.
We thank you for your continued trust and support.
Sincerely,
/s/ David P. Stockert /s/ Robert C. Goddard
David P. Stockert Robert C. Goddard, III
President and Chief Executive Officer Chairman of the Board
- ------------------------------------------------------------------------------
IMPORTANT
PLEASE RETURN YOUR WHITE PROXY CARD AND DO NOT RETURN ANY OF MR.
WILLIAMS' GOLD PROXY CARDS, EVEN AS A PROTEST VOTE AGAINST HIM. ONLY YOUR
LATEST DATED, SIGNED PROXY CARD WILL BE COUNTED, AND ANY GOLD PROXY YOU SIGN
FOR ANY REASON COULD INVALIDATE PREVIOUS WHITE PROXY CARDS SENT BY YOU TO
SUPPORT POST PROPERTIES' BOARD OF DIRECTORS.
Your vote is important. Please take a moment to SIGN, DATE and promptly
MAIL your WHITE proxy card in the postage-paid envelope provided. If your
shares are held in the name of a brokerage firm, bank nominee or other
institution, please sign, date and mail the enclosed WHITE instruction card in
the postage-paid envelope provided. If you have any questions or need
assistance in voting your shares, please call:
INNISFREE M&A INCORPORATED
501 MADISON AVENUE, 20TH FLOOR
NEW YORK, NEW YORK 10022
TOLL FREE: (877) 825-8730
BANKS AND BROKERS CALL COLLECT: (212) 750-5833
- -------------------------------------------------------------------------------
Certain statements made in this letter and other written or oral statements
made by or on behalf of the Company may constitute "forward-looking
statements" within the meaning of the federal securities laws. Statements
regarding future events and developments and the Company's future performance,
as well as management's expectations, beliefs, intentions, plans, estimates or
projections relating to the future, are forward-looking statements within the
meaning of these laws. Management believes that these forward-looking
statements are reasonable; however, you should not place undue reliance on
such statements. These statements are based on current expectations and speak
only as of the date of such statements. The Company undertakes no obligation
to publicly update or revise any forward-looking statement, whether as a
result of future events, new information or otherwise. Important risk factors
regarding the Company are included under the caption "Risk Factors" in the
Company's Annual Report on Form 10-K for the year ended December 31, 2002 and
may be discussed in subsequent filings with the SEC.
NOTE: Permission to use materials quoted in this letter was neither sought
nor obtained.
1 Ray A. Smith, "Post Properties And Its Ex-CEO Fight for Control," The Wall
Street Journal, April 16, 2003.
# # #