Lowenthal Agrees to Head Post if Williams Wins

Williams' prepared statement that Edward Lowenthal, a co-founder of New York-based Wellsford Residential Trust, has agreed to head Post if Williams wins is being dismissed by Post directors.

Lowenthal, 58, and Douglas C. Crocker III, 62, another Williams favorite, are directors of New York-based Wellsford Real Properties Inc., formed as a subsidiary of Wellsford Residential Trust. The trust merged with Chicago-based Equity Residential in 1997 according to Wellsford's Web site.

In their own prepared statement, the company says, "Mr. Williams' announcement regarding Mr. Lowenthal confirms our view that the prospect of Mr. Williams returning as CEO has been viewed very negatively by shareholders."

The unsigned statement, which generally is signed by both Post chairman Robert C. Goddard III and president/CEO David P. Stockert, says, "We doubt that Mr. Williams' announcement will fool anyone. We find it hard to believe that Mr. Williams is spending more than $6.3 million on this proxy contest with an expectation that Mr. Lowenthal would act independently of him."

The statement says, "This is the John Williams show--start to finish. When Mr. Williams praises Mr. Lowenthal as the right person for the job, keep in mind that this is exactly what he said about Dave Stockert when Mr. Stockert succeeded him as CEO last summer."

For his part, Williams continues to hammer away at Goddard and Stockert on their refusal to consider the March 14 buyout offer of $26 per common share by Boston-based General Investment and Development Co.

"Why don't you have a fiduciary duty to explore bonafide acquisition proposals like the $26 proposal?" Williams asks among a dozen questions posted on his Web site. "Can you explain your financial analysis justifying your rejection of their offer, and your refusal to take them up on their willingness to explore paying potentially more?"

While Williams and Post directors square off, a shareholder suit has been filed in the Superior Court of Fulton County, charging Williams and the current slate of Post directors with breach of fiduciary duty.

Post directors dismiss the suit as frivolous. "We believe the lawsuit is without merit and we intend to vigorously defend against it," the REIT says in a prepared statement. "Unfortunately, litigation of this nature is routine during hostile proxy contests. We expect it will be resolved in due course."