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
|_| Definitive Additional Materials
|X| Soliciting Material Under Rule 14a-12
Post Properties, Inc.
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(Name of Registrant as Specified in Its Charter)
John A. Williams
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(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
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|X| No fee required.
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|_| Fee paid previously with preliminary materials:
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previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
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FOR IMMEDIATE RELEASE
Contacts:
Jeremy Fielding/Kimberly Kriger (Media) Larry Dennedy (Investors)
Kekst and Company MacKenzie Partners
212-521-4800 212-929-5500
John A. Williams Files Preliminary Proxy For Election of Independent Slate to
Post Properties Board of Directors and Schedule 13D
ATLANTA, April 8, 2003 - Following his previously announced intention to solicit
proxies for the election of an independent slate of nominees to the Board of
Directors in opposition to those proposed by the Company's incumbent Board, John
A. Williams, founder, largest shareholder and director of Post Properties, Inc.
(NYSE:PPS) has filed with the Securities and Exchange Commission his preliminary
proxy statement on Schedule 14A and an amendment to his Schedule 13D.
As announced yesterday, the proposed slate of nominees in the proxy statement
consists of George R. Puskar, Roy E. Barnes, Paul J. Dolinoy, Thomas J.A. Lavin,
and Jansen Noyes III. If elected, the nominees will submit a plan to raise the
quality of corporate governance, improve operating performance and enhance
shareholder value.
In his Schedule 13D, Mr. Williams stated he has beneficial ownership of
2,877,815 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.
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IMPORTANT INFORMATION
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On April 7, 2003, Mr. Williams filed a preliminary proxy statement with the
Securities and Exchange Commission relating to his solicitation of proxies from
shareholders of Post Properties, Inc. with respect to Post Properties' 2003
Annual Meeting. Mr. Williams will file with the Commission, and will furnish to
Post Properties shareholders, a definitive proxy statement regarding his
solicitation of proxies from Post Properties shareholders with respect to the
2003 Annual Meeting. Mr. Williams may also file additional proxy solicitation
materials. MR. WILLIAMS ADVISES ALL POST PROPERTIES SHAREHOLDERS TO READ THE
DEFINITIVE PROXY STATEMENT AND ANY ADDITIONAL PROXY SOLICITATION MATERIALS
CAREFULLY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Mr. Williams' preliminary proxy statement is, and the definitive
proxy statement and any additional proxy solicitation materials will be,
available for free at the Securities and Exchange Commission's Internet web site
at www.sec.gov. You may also obtain a free copy of Mr. Williams' definitive
proxy statement, when it becomes available, and other relevant documents by
writing to MacKenzie Partners at 105 Madison Avenue, 14th Floor, New York, NY
10016.
PARTICIPATION INFORMATION
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Mr. Williams and his nominees for election to the board of directors of Post
Properties may be deemed to be participants in Mr. Williams' solicitation of
proxies with respect to the 2003 Annual Meeting of Post Properties. These
nominees are George R. Puskar, Roy E. Barnes, Paul J. Dolinoy, Thomas J.A. Lavin
and Jansen Noyes III.
Mr. Williams and his nominees have interests in the solicitation of proxies with
respect to the 2003 Annual Meeting of Post Properties arising from their
beneficial ownership of the common stock of Post Properties. Mr. Williams also
receives customary compensation from Post Properties in exchange for his
services as a director and pursuant to his employment agreement with the
Company. If elected, Mr. Williams' nominees will also receive customary
compensation for their services as directors. Additional information with
respect to the beneficial ownership of shares of common stock of Post Properties
by Mr. Williams and his nominees is as follows: other than Mr. Williams, who
owns 2,877,815 shares (including currently exercisable options and partnership
units convertible for common stock) and Mr. Puskar, who owns 3,000 shares, none
of the other nominees currently own shares in Post Properties.