Post and Williams each have received last-minute support from name groups. Green Street Advisors, a New York-based real estate investment sales research firm, joins Institutional Shareholders Services Inc. of Rockville, MD in urging stockholders to vote for Post's existing slate of directors and management.

In Williams' corner, Sam Shapiro, president, Shapiro Capital Management of suburban Buckhead, GA, has come out strongly for Williams' corporate candidates, according to a published report.

Shapiro couldn't be reached at GlobeSt.com's publication deadline. But according to the report, the financier is going with Williams after learning Post directors didn't notify shareholders of a March company buyout offer of $26 per share from General Investment & Development Co. Inc. of Boston. Shapiro considers that a flagrant abuse of corporate governance, according to the report.

Shapiro Capital has 1.68 million voting shares or 4.5% of Post's total voting shares. Williams has 2.87 million shares or 7.3% of the company's total outstanding shares. Institutional investors own about 65% of Post's voting stock, according to the report.

Williams, 60, resigned July 1, 2002 and backed David P. Stockert, 40, a Post executive, for the position of president and chief executive officer. Later, Williams says he became disillusioned with the management style of Stockert and chairman Robert C. Goddard III when Post's profits plummeted.

Goddard and Stockert are criticizing Williams for selecting Edward Lowenthal, a New Jersey executive who has accepted Williams' offer to be the company's president and CEO if Williams wins the proxy battle. Williams is offering Lowenthal a $6 million compensation package. For chairman, Williams' pick is George R. Puskar, former CEO of Equitable Real Estate which is now part of Atlanta-based Lend Lease Real Estate Investments.

In recent announcements, Williams says he will not be part of the new corporate hierarchy if his slate of candidates is elected. Goddard and Stockert dismiss that claim. In their recent letter to stockholders, the Post executives say Williams is "desperately trying to hide behind the (corporate) curtain--but his feet are still showing. He is still trying to control the company with a Williams-dominated board and a Williams-designated CEO."

The letter says, "We said weeks ago that this is the John Williams show from start to finish, and nothing has changed."

Stockert estimates Post will spend about $4 million to defeat Williams, according to a published report. He estimates Williams is spending about $6.5 million to win the proxy battle.