L. Barry Teague, a new Post director named in February and previously believed to be allied with former company chair John A. Williams in his proxy battle with Post, joined chairman Robert C. Goddard III and president/CEO David P. Stockert in a meeting with New York analysts this week. Williams is expected to name a new ally in the next day or two.

Williams had planned to name Teague to a new Strategic Planning Committee if he won the proxy fight. Williams' proxy information to shareholders recommends they reappoint Teague as a director. If victorious, Williams has said in previous SEC filings that he would immediately oust Goddard and Stockert.

Meanwhile, new charges, accusations and information demands are being posted daily by Williams and directors of the 32-year-old, locally based apartment-developing REIT. Williams, 60, wants to regain control of the company he founded in 1971. He resigned July 1, 2002 after a bitter battle with fellow directors over the company's management policies.

The proxy fight will be resolved at the May 22 annual shareholders meeting at the Post Riverside apartments auditorium in Downtown Atlanta.

In the latest round of brickbats filed with the SEC and sent directly to shareholders, the company says Williams' proposal to sell the company in March to Boston-based General Investment & Development Co. for $26 per share was a move to protect his own stock in Post and to cover federal tax payments he would owe on the transaction. Shareholders are learning for the first time that General Investment made the offer March 14.

"It is only now, when he is trying to solicit votes, that Mr. Williams asserts that he will act in the interests of shareholders without regard to his personal tax considerations," Goddard and Stockert say in the April 28 letter. "We do not find that credible, and we believe it is much more likely that Mr. Williams has concluded that the only way he can control his tax destiny is by controlling the company."

Post's letter to shareholders tells them that the company, through wholly-owned subsidiaries, owns about 89% of the common partnership units. Williams is the largest individual holder of the 11% remainder of units. But the definition of unit ownership is critical in the proxy fight, the company contends.

"Mr. Williams has repeatedly asserted, most recently in a public filing made on April 23, that he has an ownership interest in almost 2.9 million shares, or 7.3% of the company's stock," the letter states. "He also seeks to portray himself as the company's largest stockholder. The reality is that neither of these assertions is correct."

The letter says Williams owns "slightly more than 900,000 shares of voting common stock, representing less than 2.5% of the shares outstanding. He also owns almost 1.6 million non-voting units. His interest in the units is substantially greater than his interest in common stock--by a margin of almost 2-to-1."

In his proxy solicitation materials, Williams identifies four individuals "who, he says, have granted him revocable proxies to vote in favor of his nominees," the Goddard-Stockert letter says. The individuals own a total of less than 1% of common stock shares. "They, like Mr. Williams, are unit-holders, too, with a major economic stake in their units."

The letter advises shareholders unit-holders "face unique tax considerations that are not shared by holders of common stock." For example, after the sale of certain Post properties, "or even upon the sale of the entire company under certain circumstances, unit-holders, like Mr. Williams, could incur very significant tax liabilities without receiving corresponding cash distributions."

The letter says "this is not just a theoretical issue. It is one, we believe, which is very much on Mr. Williams' mind." It is for that reason, Williams "at various times, has lobbied the company's directors to take measures that would favorably address his personal tax situation."

In an April 29 SEC filing, Williams says he bought 60,000 additional common stock shares in two transactions on April 25, giving him a total 828,159 shares. Post stock is trading on the New York Stock Exchange at about $25 to $26 per share, placing the estimated value of Williams' 828,159 shares at $20.7 million.