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Letter from Shareholder Leonard Rosenthal
to Employees Supporting Proposal for Pension Rights
(August 18, 2004)
Copied below is the text of a letter sent to the employees of
Farmer Bros. on August 18, 2004 by Professor Leonard Rosenthal,
a shareholder of Farmer Bros. Co., expressing his support of Lime Capital's
recently submitted shareholder proposal for
protecting employee pension rights.
Professor Rosenthal notes in his letter that he had been the
person who served as the plaintiff representing public shareholder interests in
the 2003 litigation challenging management's
actions to control votes through the Employee Stock Option Plan ("ESOP"),
and in that context explains that shareholder views of the specific management
actions which established the ESOP are distinct from shareholder views of the
potential benefits of a properly managed ESOP.
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[letterhead]
Professor Leonard Rosenthal
106 Walnut Hill Road
Newton, MA 02461
August 17, 2004
By fax: 310/320-2436
Farmer Bros. Employees
c/o Roy E. Farmer,
Chairman and CEO
Farmer Bros. Co.
20333 S. Normandie Avenue
Torrance, CA 90502
Dear Employees:
I am writing this letter, as a Farmer Bros. shareholder and as a business
school professor, to express my strong support for the attached shareholder
proposal to protect employee pension rights that has been put forward by
Lime Capital Management for the 2004 annual meeting.
As some of you may remember, I had served as the plaintiff representing
public shareholder interests in last year’s lawsuit challenging management’s
loan of corporate funds to your ESOP for purposes of controlling a large
voting block of Farmer Bros. stock. However, you should understand that my
opposition to management’s actions to organize the ESOP does not mean that I
am against the benefits employees can and should derive from the ESOP. In
fact, I think your having a significant ownership interest in the company is
good business, and good for all shareholders. But I also think that is very
important for the employees’ interests in an investment worth approximately
$75 million to be overseen by your own elected representatives who can truly
act solely on behalf of the employees.
Sincerely,
Leonard Rosenthal, Ph.D.
Attachment
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Attachment
PROPOSAL: PROTECTING
EMPLOYEE PENSION RIGHTS
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