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
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|_| Preliminary Proxy Statement |_| Confidential, for Use of the
Commission Only (as permitted by
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|_| 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
(Name Of Person(s) Filing Proxy Statement, If Other Than The Registrant)
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PROTECT YOUR INVESTMENT IN POST PROPERTIES
VOTE THE GOLD PROXY CARD
April 28, 2003
Dear Shareholder,
We are pleased to enclose our proxy materials, and encourage you to read them
carefully and then vote the enclosed GOLD proxy card.
As you may know, I am Post's largest equity holder, and I am extremely
disappointed with the performance of the Company. At this point, I feel there is
no recourse other than to replace the existing Board, including members of
senior management, with a team of business and real estate professionals who are
committed to enhancing value for all Post shareholders. That is why I am asking
you to join with me in electing an independent slate of nominees to serve as
directors who will work more effectively in the best interests of all
shareholders.
Over the past few weeks, management at Post has tried to distract you from the
real and critical issues I have raised by attacking me personally as the focal
point of their campaign. This crisis is not about me, or any other one person,
or about Post's past. This crisis is about Post's future and the changes that
need to be made now to protect that future and your investment. Post's Board and
management don't appear to understand the issues foremost in the minds of
shareholders. They have devoted so much time and attention to personal
criticisms that they have not bothered to talk substantively to you about the
issues that really matter:
>> How are they going to enhance value for all shareholders? Measured
against a peer group of 16 companies, in 2002 Post's stock price
performance and total returns ranked DEAD LAST.
>> How are they planning for the future of our Company?
>> How are they going to improve operations that, measured against the
same peer group of 16 companies, ranked DEAD LAST in 2002 same store
revenue growth, same store NOI growth, G&A expense margin, and THIRD TO
LAST in same store occupancy?
>> When are they going to implement shareholder-friendly corporate
governance, consistent with new standards of behavior in corporate
America?
We believe that a pattern of partial disclosure and incomplete and evasive
statements is emerging at Post. Shareholders have a right to know the complete
and accurate answers to these and other important questions.
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o Why did Post's Board and management fail to disclose that over a month ago
they refused to even discuss a bona fide, all cash acquisition proposal from
a highly qualified third party, at a 13.3% premium to Post's then-market
price? Only with the bright light of this proxy contest on them did they
disclose the proposal, and even then, they disclosed the proposal
incompletely.
o Why were Post's CFO and an Executive Vice President terminated with an
inexplicable and unacceptable delay between the decision and the time it was
announced to shareholders? Why have they still not disclosed the reasons for
these terminations - two weeks after they were announced? Why is the
incumbent Board and management rewarding executives they had just fired,
particularly if these executives were terminated for unsatisfactory
performance? So far, management has only provided a weak response, one that I
find totally unacceptable.
Why did the Company's amended proxy fail to clearly quantify the aggregate
value of the severance packages, including an unprecedented forgiveness of
loans, to Fox and Gray? In the Company's amended proxy filed on April 23,
2003, Post's creative drafting failed to state the total amount of loan
forgiveness to Fox and Gray.
And what justification can the Board and management possibly have for
substantially increasing the severance payments for Fox and Gray simply if
our slate of nominees wins?
o What are the company's financial arrangements with Bob Goddard? On February
20, 2003, Mr. Goddard succeeded me as chairman and immediately thereafter
moved himself into the Post corporate offices as a full-time employee. Yet,
despite my request to do so, the Company has failed to provide details of his
employment and financial package with Post. Is the company planning to wait
until sometime subsequent to the shareholder vote on May 22, 2003 to disclose
such to the owners of the Company?
Instead of answers and transparency, Post is retreating into a fortress of
personal attacks, attempting to support its position by citing the comments of
supposed financial community outsiders. Here again they have failed to disclose
an important point: that several of those quotes are from people who actually
work for institutions to which the company has paid advisory and other fees.
What other material information does the Post Board and management possess that
they're not sharing with us and with shareholders who are evaluating their
voting decision?
Shareholders have suffered because, in my opinion, a majority of the incumbent
Board and management lack the proven experience to manage in difficult times.
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Moreover, by their unwillingness to explore --or even consider -- all avenues to
enhance shareholder value, I believe they have shown a disregard for their
fiduciary responsibility to restore and build value for all shareholders. If
they have a strategy and operating plan, it has not been working.
Time has run out. While Post's Board and management have focused on personal
attacks, Post shareholders' interests are being ignored.
2002-2003 Price Performance
[GRAPH DEPICTING PRICE PERFORMANCE COMPARISON BETWEEN POST PROPERTIES, INC. AND
PEER GROUP]
Source: Bloomberg L.P.
DECISIVE ACTION MUST BE TAKEN NOW TO REVERSE POST'S FORTUNES. WE HAVE A PLAN
TO RESTORE VALUE AND INVESTOR CONFIDENCE THAT INCLUDES:
1. OBJECTIVELY EVALUATING ALL STRATEGIC ALTERNATIVES AND SETTING UP A SPECIAL
COMMITTEE OF INDEPENDENT DIRECTORS to explore, among other things,
operational changes, asset sales coupled with a share repurchase program and
repayment of debt on a leverage-neutral basis, and the possibility of a sale
of Post Properties as a whole through a merger or other business combination.
2. IMPLEMENTING SHAREHOLDER-FRIENDLY CORPORATE GOVERNANCE, including:
o The elimination of the staggered Board,
o Shareholder approval for granting options and restricted stock to the
CEO and other directors,
o Shareholder approval before adopting a shareholder rights plan (poison
pill),
o Not to opt-in to or utilize Georgia's anti-takeover statutes without
prior shareholder approval, and
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o Modification of the Company's articles of incorporation to allow investors
who meet certain criteria related to preserving the Company's REIT status
to accumulate larger stakes in Post.
3. IMPROVING OPERATING PERFORMANCE, by:
o Re-establishing Post's corporate culture and brand image based on employee
training, high standards and commitment to customer satisfaction,
o Establishing appropriate criteria for asset sales and use of proceeds
with proper Board oversight on all such decisions, and
o Undertaking appropriate G&A cuts, including corporate rightsizing and
closure of the Dallas corporate office.
4. REPLACING SENIOR MANAGEMENT. Compared with the current team, our team is
better equipped and has its interests better aligned with all shareholders.
Please refer to page 13 in our proxy statement for information on the
qualifications and experience of the members of our team.
5. ACTIVATING AND RECONSTITUTING THE BOARD'S STRATEGIC PLANNING COMMITTEE, with
directors who have extensive experience in the multifamily real estate
industry, and the time to meet monthly until the Company's operating
performance is acceptable.
We need to focus on Post's future. The incumbent Board and management have left
shareholders with more questions than answers. Let's elect an independent slate
of executives and real estate professionals to serve as directors who will work
more effectively in your best interests.
If you have already mailed your white proxy and wish to change your vote, you
have every legal right to do so. Please sign, date and mail the GOLD proxy card.
Only the latest dated vote will be counted at the meeting. We urge you to act
promptly.
To restore value and investor confidence in Post Properties, sign
and return your GOLD proxy card when you receive it.
For more details and updates, visit WWW.POSTSHAREHOLDERS.COM
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