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ATLANTA-In a no-holds-barred proxy fight, Post Properties Inc. president/CEO David P. Stockert and chairman Robert C. Goddard are telling shareholders their investments could shrink if former chairman John A. Williams wins his current “costly and divisive” proxy fight and returns as CEO. The 32-year-old, multifamily development company was founded in suburban Sandy Springs, GA by Williams in 1971.

The former CEO resigned July 1, 2002 and endorsed Stockert for his position. However, later Williams criticized Stockert’s effort to increase the company’s performance. Williams says he and five new directors he is sponsoring can return the company to profitability.

The April 23 letter to shareholders warns them that “nothing less than the future of your company and the value of your investment is at stake” at the May 22 annual shareholders meeting in Downtown Atlanta. “We urge you to act now to protect the value of your shares” by signing, dating and mailing in a white proxy card, the letter says. It also warns shareholders to disregard Williams’ gold proxy card.

The letter states “the stakes are high and the choice is clear. Despite the distractions caused by Williams, culminating in this proxy contest, your board of directors and current management continue to move forward with their plans to put your company on the right course and improve value for all shareholders.”

The common stock is trading on the New York Stock Exchange in the $25 range, down from the $45 to $50 per-share range in fall 2000.

Stockert and Goddard tell shareholders in the letter the company’s directors were the ones who urged Williams to resign. “This is a board that knows Williams well, and many of its members have had long-standing personal and professional relationships with him. The board’s decision to move forward with its management succession plan was not based on any personal animosity toward Williams. It was based solely on the conclusion that having Williams continue to run the company was no longer in the best interests of shareholders.”

Williams’ criticism of the company’s directors and Stockert “is not the first time this has happened,” the letter says. “Williams has built a track record of appearing to acquiesce in a succession plan and then quickly undermining his successor.” Stockert and Goddard caution shareholders that if Williams wins the proxy battle, “it is unlikely the company would be able to attract qualified management talent in the foreseeable future.”

The letter tells shareholders “those who follow the company most closely–the professional analysts–are seeing right through Williams’ cynical effort to rewrite his legacy. In a calculated attempt to win votes, Williams is attacking the company’s business and financial performance, when the reality is that current management has been working proactively for months to address the challenges Williams left behind when he finally stepped down as CEO.”

In his newest jab at Post management, Williams is calling for an investigation by an outside audit organization on the April 4 firings of chief financial officer Greg Fox and executive vice president Douglas Gray who oversaw the sales and acquisitions departments.

Williams argues the company is withholding from shareholders the reasons for the terminations. Fox’s contract calls for him to receive a lump-sum termination payment of $945,000. Gray’s termination package hasn’t been disclosed. But the company, so far, hasn’t replaced the two executives and is allowing them to continue working at Post Properties through the May 22 shareholders meeting, according to a published report.

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