DFAN14A 1 april10-14a12.txt APRIL 10, 2003 FORM 14A-12 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. --------------------- (Name of Registrant as Specified in Its Charter) John A. Williams ---------------- (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: -------------------------------------------------------------------------------- Statement of John Williams in Response to Post Properties Announcement ---------------------------------------------------------------------- "I am astonished at the abrupt and simultaneous severance of two members of senior management. We have read the press coverage today, including Mr. Gray's statement that last Friday he and Mr. Fox were "being let go". We question why it is that the public and shareholders first learned of this today, and why the reasons for these terminations have not been made public. We also question why, despite these two executives "being let go," the Company has decided to allow them to continue in their roles for the foreseeable future. Today's announcement is yet another indication that the Company is troubled. This action still does not address the fundamental issue at Post Properties: we believe that neither the majority of the Board nor the most senior members of management have the experience or ability to solve the Company's problems." ============================================================================== [Released April 9, 2003]