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Shareholder Motion for Preliminary
Injunction to Stop Management Voting of ESOP Shares at Annual Meeting
(December 10 and December 18, 2003)
A motion was filed December 10, 2003 in the
shareholder action against the directors of
Farmer Bros. to seek a preliminary injunction which would prevent the
company's management from voting the 9% of stock held by the ESOP at the
annual meeting scheduled for January 5,
2003. The motion was scheduled to be heard by the court at 10:00AM on December
23, 2003.
The links below provide access to copies of the memorandum of law presenting the
arguments in support of the shareholder motion, and to the referenced
declaration of Professor Lucian A. Bebchuk, whose expert analysis and
conclusions had also been filed the previous week in support of a similar
action by Crowe family beneficiaries for the
appointment of an interim trustee to vote the 12.5% of company stock held in
trusts for them.
Also available below are the declaration of John Samore, Jr.,
a former Arthur Andersen partner serving as a Farmer Bros. director, submitted
on behalf of himself and other defendants in opposition to the motion, and the
reply declaration of Professor Rosenthal, the plaintiff representing
shareholders.
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Leonard
Rosenthal, Individually, and On Behalf of All Others Similarly Situated,
Plaintiff, v. Farmer Bros. Company, Guenther W. Berger, Lewis A. Coffman,
Roy E. Farmer, Roy F. Farmer, Thomas A. Maloof, John M. Anglin, John H.
Merrell and John Samore, Defendants
Case Number CV03 8845 MMM, United States District Court, Central
District of California, filed December 4, 2003.
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Memorandum of Law in Support of Motion for
Preliminary Injunction, filed December 10, 2003 (14 pages; 80 KB, in
PDF
format)
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Declaration of John Samore, Jr., filed December 17, 2003 for
defendants in opposition to motion (6 pages; 228 KB, in
PDF
format)
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Declaration of Professor Leonard Rosenthal, filed December 18, 2003
for plaintiff in reply to defendants (8 pages; 72 KB, in
PDF
format)
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