In a new letter to shareholders, Goddard and Stockert charge Williams with setting up an "enormous contract" for Edward Lowenthal, the New Jersey executive who has accepted Williams' offer to be the company's president and CEO if Williams wins the proxy battle. The Goddard-Stockert letter alleges the Lowenthal compensation package would bleed the company's balance sheet.

The directors charge Williams is setting up Lowenthal as 'The Six Million Dollar Man.' The compensation package would include an annual base salary of $750,000; a guaranteed annual minimum bonus of $750,000; 500,000 below-market stock appreciation rights with a $22.95 base price vesting in only one year and valued at more than $1.8 million; and 100,000 shares of restricted Post common stock vesting in only one year at approximately $2.7 million for a total $6 million.

Additionally, the Post directors say Williams is promising Lowenthal a rent-free furnished apartment in Atlanta at the company's expense and a company-paid car. Lowenthal will keep his New Jersey residence and commute weekly to Post headquarters at the company's expense.

"With promises from Williams like that, it is hard for us to imagine that the CEO designate would ever risk acting independently of Williams and possibly jeopardizing his job," the Goddard-Stockert letter says.

Williams himself is pledging 90% of his Post common share stock to obtain a multi-million-dollar personal loan, the company directors say. "Williams, who is the largest individual holder of non-voting limited partnership units--which outnumber his shares of common stock by a margin of almost two-to-one--faces unique tax considerations that are not shared by the holders of common stock," the letter states.

After the sale of certain apartment communities, or even after the sale of the company itself, unit holders like Williams "could face very significant tax liabilities without receiving corresponding cash distributions," the letter tells shareholders.

"Williams, who evidently would have greatly preferred that no one talk about this issue at all, responds by saying he will not be influenced by his tax considerations because he does not care how big a tax bill he gets," the Goddard-Stockert letter says. "We don't find that at all credible, as Williams, at various times, has lobbied the company's directors to take measures that would favorably address his personal tax situation."

After learning from Williams' SEC filings on his multi-million-dollar loan plans, the Post directors tell shareholders, "Given his pledge of stock, it appears to us, more than ever, that John Williams is not a man who doesn't care about the amount of his tax bills."

Stockert estimates Post will spend $4 million to fight Williams and that Williams is spending about $6.3 million of his own money to win the proxy fight and regain control of the 32-year-old, locally based apartment development REIT.