=============================================================================== 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 Logo] For Immediate Release Contact: Judith Wilkinson/Nina Covalesky PRESS RELEASE Joele Frank, Wilkinson Brimmer Katcher (212) 355-4449 POST PROPERTIES RESPONDS TO WILLIAMS ANNOUNCEMENT REGARDING HIS CEO DESIGNATE ATLANTA, May 5, 2003 - Post Properties, Inc. (NYSE: PPS), an Atlanta-based real estate investment trust, issued the following statement in response to this morning's announcement by John Williams that he has picked Edward Lowenthal as his CEO designate should he prevail in his proxy contest: Mr. Williams' announcement regarding Mr. Lowenthal confirms our view that the prospect of Mr. Williams returning as CEO has been viewed very negatively by shareholders. We doubt that Mr. Williams' announcement will fool anyone. We find it hard to believe that Mr. Williams is spending more than $6.3 million on this proxy contest with an expectation that Mr. Lowenthal would act independently of him. This is the John Williams show - start to finish. When Mr. Williams praises Mr. Lowenthal as the right person for the job, keep in mind that this is exactly what he said about Dave Stockert when Mr. Stockert succeeded him as CEO last summer. -more- -2- Certain statements made in this release 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. Post Properties, Inc., a leading developer and operator of upscale apartment communities in the United States, pioneered building and branding resort-style garden apartments for more than 30 years. Post now also focuses on the creation of high-quality, high-density, live-work-walk neighborhoods in infill locations in major urban markets. The Company has been recognized locally, nationally and internationally for building better neighborhoods and the preservation of historic buildings. Operating as a self-administered and self-managed equity real estate investment trust (REIT), the Company's primary business consists of developing and managing Post(R) brand-name apartment communities. Nationwide, Post Properties owns approximately 30,080 apartment homes in 80 communities, including 1,256 units currently under development. # # #