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ATLANTA-In an obvious move to convince shareholders he is working on their behalf, Post Properties Inc. chairman Robert C. Goddard III says the company next year will ask stockholders to vote on eliminating the existing classified board structure of 11 members who are elected to three-year terms.

Post will also ask shareholders to approve a company initiative that would strengthen shareholders’ rights, and an additional action that would keep the company from using the Georgia Anti-Takeover Law without shareholder approval.

“With today’s announcement, Post’s shareholders should have no doubt that the board is fully committed to the highest standards of corporate governance,” Goddard says in a letter to shareholders. “The initiatives…give shareholders, the true owners of Post, greater control over the direction of this company, and therefore, over their investment.”

Goddard says the board “remains focused on putting Post on the right course to improve shareholder value.” The chairman’s comments comment as Post and former company chairman John A. Williams are locked in an intense proxy battle for shareholder votes at the annual meeting set for May 22 at the Post Riverside auditorium in Downtown Atlanta.

Both sides are spending thousands of dollars in retaining financial and proxy-filing consultants. Williams charges Goddard and company president David P. Stockert, 40, are mismanaging the company and lowering Post’s total asset value to shareholders. Williams, 60, wants to return to the company he founded in 1971. He retired as CEO on July 1, 2002; kept a title of chairman emeritus at an annual stipend of $150,000; and endorsed Stockert as president and CEO.

Goddard and the directors maintain they forced Williams to resign because his management style and development initiatives were resulting in deep fiscal losses to the company. They accuse Williams of attempting a previous third-party buyout of the company to cover his own investment in Post Properties.

Both sides have filed weekly documents with the Securities and Exchange Commission, outlining their positions in the proxy fight.

In his letter to shareholders, Goddard says Post does not have a shareholder rights plan, commonly known as a poison pill. “Post is committing that it will not adopt any such rights plan in the future without the approval of shareholders, unless the rights plan has a short ‘sunset’ provision.”

Under the sunset provision, the rights plan would expire in nine months, “enough time to give the board the opportunity to pursue all alternatives and secure the best result for shareholders,” Goddard says.

On the Georgia Anti-Takeover Law, the chairman tells shareholders the company will not use the law without their approval. The law has various provisions that could restrict mergers and other business combinations.

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