-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Lm/GcBe/tTR0zXuUCuiwzwtGUJvePb8V/bhXFPelTV0EgCBOkluO16JbkLx9rIuv 8Yk/DE2pyg/OHGmvwwXamw== 0000898822-03-000356.txt : 20030414 0000898822-03-000356.hdr.sgml : 20030414 20030414163305 ACCESSION NUMBER: 0000898822-03-000356 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030414 EFFECTIVENESS DATE: 20030414 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: POST PROPERTIES INC CENTRAL INDEX KEY: 0000903127 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 581550675 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12080 FILM NUMBER: 03648810 BUSINESS ADDRESS: STREET 1: 4401 NORTHSIDE PARKWAY STREET 2: SUITE 800 CITY: ATLANTA STATE: GA ZIP: 30327 BUSINESS PHONE: 4048465000 MAIL ADDRESS: STREET 1: 4401 NORTHSIDE PARKWAY STREET 2: SUITE 800 CITY: ATLANTA STATE: GA ZIP: 30327 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WILLIAMS JOHN A CENTRAL INDEX KEY: 0000940225 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 335O CUMBERLAND CIRCLE STREET 2: SUITE 2200 CITY: ATLANTA STATE: GA ZIP: 30339 BUSINESS PHONE: 4048504400 MAIL ADDRESS: STREET 1: 3350 CUMBERLAND CIRCLE STREET 2: SUITE 2200 CITY: ATLANTA STATE: GA ZIP: 30339 DFAN14A 1 april14sched14a.txt SOLICITING MATERIAL UNDER RULE 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: [The following slides supplement materials filed by John A. Williams with the Securities and Exchange Commission on April 9, 2003] IMPORTANT INFORMATION ================================================================================ 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 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. PARTICIPANT INFORMATION 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, Francis L. Bryant, Paul J. Dolinoy, and Thomas J.A. Lavin. 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 2,887,815 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. ACTION PLAN ================================================================================ o Elect a slate of independent, better qualified directors
Our Director Nominees Their Director Nominees* - ------------------------------------------------------------------------------------------------------------------------------------ Yrs.of Yrs. of Nominee RE Exp. Prior Experience Nominee RE Exp. Prior Experience - ------------------------------------------------------------------------------------------------------------------------------------ George R. 36 Chairman, Lend Lease Real Estate Robert C. 15 Chairman & CEO, Goddard Investment Puskar Chairman & CEO, Equitable Real Goddard Group Estate Investment Mgmt Chairman & CEO, NAI/Brannen Goddard Director Nominee, New Plan Excel Company Director, I-Star Financial NO PUBLIC COMPANY EXPERIENCE Director, CarrAmerica NO MULTIFAMILY EXPERIENCE Director, NRC, ICSC, NACREIF, ULI - ------------------------------------------------------------------------------------------------------------------------------------ Roy E. 25 Immediate Past Governor of Georgia Herschel 9 Partner, King & Spalding Barnes Former Georgia State Representative M. Bloom Director of Russell Corp. Founder, Efficiency Lodge Hotel Company K&S IS COMPANY COUNSEL Founder, Cobb Savings and Loan Assoc. - ------------------------------------------------------------------------------------------------------------------------------------ Francis L. 40 EVP, Manufacturers Hanover Trust Company Ronald de 3 Chairman, We International b.v. Bryant, Jr. Officer-In-Charge of RE Division, Waal Director of Saks, Inc. and The Body Shop Manufacturers Hanover Corporation LIVES IN BELGIUM RE Adv. Cmte., NY State Comm. Ret. Fund NO MULTIFAMILY EXPERIENCE (24 years) Founding Member, Wharton School RE Center Director, Pru. Realty Trust, RE Board of NY, ULI - ------------------------------------------------------------------------------------------------------------------------------------ Paul J. 31 President, Lend Lease Real Estate Investments Russell R. 3 General Partner, Moseley & Co. Dolinoy SVP, Equitable Real Estate French VENTURE CAPITALIST Chairman, JP Morgan US Real Estate Fund NO MULTIFAMILY EXPERIENCE Director, NYSTRS Real Estate Advisory Cmte. FORMER PARTNER, K&S - ------------------------------------------------------------------------------------------------------------------------------------ Thomas J.A. 30 Head of Mortgage Lending, MetLife David P. 10 EVP, Duke Realty Corp. Lavin Head of RE Debt Origination, Citicorp Stockert SVP & CFO, Weeks Corp. Securities FORMER INVESTMENT BANKER Head of Real Estate Investment Banking, Smith NO MULTIFAMILY EXPERIENCE Barney and First Boston - ------------------------------------------------------------------------------------------------------------------------------------ * Information derived from Post Properties' 2003 Proxy Statement.
ACTION PLAN ================================================================================ o Establish shareholder-friendly governance o Eliminate staggered board o Create a Special Committee of independent directors to OBJECTIVELY evaluate ALL strategic alternatives o Require shareholder approval for grant of options and restricted stock to CEO and any other directors o Prohibit the board from adopting a shareholder rights plan (poison pill) without receiving shareholder approval o Prohibit the board from opting into Georgia's anti-takeover statutes without prior shareholder approval o Modify the Company's certificate of incorporation to allow investors who meet certain criteria designed to preserve the Company's REIT status to accumulate larger stakes in Post -----END PRIVACY-ENHANCED MESSAGE-----