In an ongoing bizarre scenario, the 32-year-old company, without explanation to shareholders, has fired Greg Fox, the firm's $315,000-a-year CFO, and Doug Gray, an EVP in charge of sales and acquisitions. But the firm is allowing Fox and Gray to keep on working until it finds replacements for them, according to a company announcement. Fox's contract calls for him to receive a lump sum termination payment of $945,000.

At the same time, former chairman John A. Williams, battling to regain the company he founded in 1971, tells the Securities and Exchange Commission he is ready to give up his $150,000-a-year salary as chairman emeritus and work for $1 per year as president and chief executive officer, if shareholders vote him back into office at their annual meeting May 22.

Williams would keep his life and health insurance but wouldn't accept any cash bonuses or other compensation for his work, he says in a Schedule 13D/A filing with the SEC. Williams would remain as president/CEO "until the company's operating performance has recovered" and until the board "has identified a suitable successor."

Williams, Post's largest individual shareholder with 2.87 million shares of voting stock, will ask shareholders to vote in five new directors to the 11-member board. He has hired MacKenzie Partners Inc., a proxy solicitation firm, to marshal the votes for his nominees.

In a new disclosure, Williams also tells the SEC he has retained Citigroup Global Markets and The Espy Co. as his exclusive financial advisors. They will assess Williams' new growth strategies for the firm, if he comes back as president and CEO.

Citigroup and Espy would work for Post until Oct. 4, 2004 and receive an aggregate fee of $3.5 million, plus travel and other business-related expenses. Williams is paying the advisors an initial fee of $400,000 to protect his own investment in the company. If his nominees are elected, Post will pay the advisors the $3.1 million balance.

"Mr. Williams has become increasingly concerned about the deteriorating operating performance of the company and the erosion of the value of the common stock, and has voice these concerns to other directors," the 13D/A filing states. Williams "believes that this deterioration is evidence that management is unable to effectively address the adverse market and economic conditions that now confront the company."

To remedy the malaise, Williams tells the SEC he would establish a Strategic Planning Committee, comprised of himself; George R. Puskar, chairman, Lend Lease Real Estate, and chairman/CEO of Equitable Real Estate Investment Management; and L. Barry Teague, a current Post director.

Among the corporate changes the committee would make would be to approve a policy that one half of all compensation to directors be paid in common stock. The directors would be barred from selling the stock until they left their positions.