============================================================================== 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 Comments on Another Newspaper Advertisement Paid for by John Williams ATLANTA, May 13, 2003 - Post Properties, Inc. (NYSE: PPS), an Atlanta-based real estate investment trust, today commented on another full-page newspaper advertisement paid for by former CEO John Williams: "John Williams continues to spend huge sums of money on full-page paid newspaper advertisements in his eleventh hour attempt to gain votes at next week's Post Properties Annual Meeting of Shareholders. Once again he has recycled his old campaign materials, this time a letter from two individuals who have been friends of his for more than 30 years. "It continues to be obvious that Mr. Williams, who is spending many millions of dollars on his solicitation effort, is trying to mask the fact that he wants to re-take control of the Company. A few days ago, he ran full-page paid advertisements over the names of his $6 million per year CEO designate and one of his nominees. Now he is running an advertisement over the names of two of his long-time friends. We doubt very much that Mr. Williams is fooling anyone. Post shareholders fully recognize that it is John Williams - and no one else - who is trying to re-take control of their Company, and that he is trying to do it with a John Williams-dominated Board and a John Williams-designated CEO." 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. -more- -2- Nationwide, Post Properties owns approximately 30,080 apartment homes in 80 communities, including 1,256 units currently under development. ###