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SUBJECT: BABY BOOMERS (78%); ENTREPRENEURSHIP (77%); DIGITAL CAMERAS (77%); COMPUTER SOFTWARE (63%)
PERSON: MICHAEL MCMAHON (50%)
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GRAPHIC: PHOTO: The Ion LP Dock, top, converts record albums into MP3 files. A photo converted with a digital box, left, and scanned, right. (pg.C7) DRAWING (DRAWING BY STUART GOLDENBERG)
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The New York Times
May 29, 2008 Thursday

Late Edition - Final

Hot Ticket in B-School: Bringing Life Values To Corporate Ethics
BYLINE: By MARCI ALBOHER
SECTION: Section C; Column 0; Business/Financial Desk; SHIFTING CAREERS; Pg. 5
LENGTH: 1248 words
STUDENTS talk about Stewart D. Friedman, a management professor at the Wharton School, with a mixture of earnest admiration, gratitude and rock star adoration.

When they join his class, they commit to sharing intimate details with their classmates about their most important relationships, and many of them later credit Mr. Friedman with changing their lives. At least one alumnus has asked Mr. Friedman to train an entire company in his style of leadership and living.

It may not sound like the stuff of business school education. But Mr. Friedman and other like-minded leadership educators have tapped into a desire by both students and established entrepreneurs for more integration of their careers and personal lives.

Mr. Friedman's philosophy is fairly straightforward. The fundamental premise is that leadership can exist in every person, whether at the top, middle or bottom of any group. Mr. Friedman also teaches that leadership should not be confined to work, but extended to one's personal life, community involvement and family life.

In his class, Mr. Friedman guides students through exercises to identify their core values and to express ways that they are feeling out of sync with those values. Students then develop experiments intended to create what Mr. Friedman calls ''four-way wins,'' changes that will have positive effects in all aspects of their lives.

Many business schools have their versions of Mr. Friedman. The professors are generally charismatic figures who form close relationships with their students and create a network of graduates who are encouraged to stay in touch and help one another long after their coursework is completed. They also tend to move between academia and the business world, often offering variations of their programs for academic or corporate use.

Experts in the leadership field say that today's business climate is especially conducive to a type of leadership informed by strong personal values. Allan R. Cohen, the dean of Babson College's graduate business school, who has taught leadership for over 30 years, says that while the current language of leadership focuses on authenticity and looking at the whole person, this type of thinking has been around in some form since the 1940s, when human skills were first starting to be addressed in academia. In the 1960s, he said, sensitivity training, like EST (Erhard Seminars Training), was in vogue.

''There was a period when you'd never talk about the emotional or sensitive side of leadership,'' Mr. Cohen said. ''Then the pendulum swings and you find out that some of these people are tone-deaf and emotion-blind, that they lose their followers and make decisions that aren't so good. We have seen a lot of unethical leadership, and all of a sudden devoting your career to just making money isn't looking so attractive. So different kinds of courses become more interesting.''

Srikumar Rao, an adjunct instructor at London Business School, created a similar phenomenon with his popular class, ''Creativity and Personal Mastery,'' which he developed at Long Island University, then took to Columbia Business School.

Like Mr. Friedman, Mr. Rao published a book, ''Are You Ready to Succeed,'' based on his course. He has also conducted versions of his programs, at daily rates as high as $25,000, at companies including Saatchi & Saatchi, Chubb and McDonald's. Several of Mr. Rao's alumni, referred to as Raoists by some, are gathering this summer in New York for his first alumni retreat.

Mr. Friedman encourages networking by pairing students with alumni coaches who serve as mentors to students going through the course. Harry Weiner, a founding partner of On-Ramps, a recruiting and consulting firm that focuses on flexible work arrangements, took Mr. Friedman's Wharton class in the spring of 2006 and has acted as an alumni mentor ever since.

''The course had a profound effect on me,'' Mr. Weiner said. ''As part of the class, you have to create a leadership vision for yourself, and he asks you to write a brief analysis of yourself 15 years from now. That exercise made me realize that what I was doing at the time -- recruiting for hedge funds and venture capital firms -- was not having any societal impact other than driving up compensation for people who were already grossly overpaid. I wanted to do something that was still financially rewarding, but had more of a positive impact on society.

''In the end, it wasn't just about how I could do better at work, though it's very much about business results. It is holistic.''

Mr. Friedman, who has taught at Wharton since 1984, has a long history of work and scholarship in the fields of organizational behavior, work and life integration, and leadership. He earned a doctorate from the University of Michigan, and has spent time in the corporate sector. His latest book, ''Total Leadership,'' which will be published next month by Harvard Business Press, grew out of a program he developed during a two-year assignment at Ford Motor Company and refined in his classes at Wharton.

The course has been taught in Wharton's regular M.B.A. program, but Mr. Friedman says it is particularly relevant for midcareer students in Wharton's executive M.B.A. program, who often have families and children, and are feeling the pressures of managing their lives.

''The reason it's been so well received,'' according to Michael Useem, the director of Wharton's Center for Leadership and Change Management, ''is that those in their 30s and 40s have mastered many essentials -- finance, accounting, strategic thinking -- and they are savvy about how your private life fits and should be reconciled with your work life, as opposed to in conflict with it.''

One alumnus, Brett Hurt, is so dedicated to Mr. Friedman's philosophy that he invited his former professor to visit his company, Bazaarvoice Inc. in Austin, Tex., to lead a half-day workshop for more than 100 employees. Mr. Hurt bought the book for all employees who attended and is now leading the company in a four-month immersion in the program.

At the workshop, Mr. Friedman assigned people into randomly selected groups of three who will meet periodically and coach one another through the exercises in the book. This moderated book club format shares elements with Oprah Winfrey's book club, especially the online discussions she led around Eckhart Tolle's book ''A New Earth.''

Mr. Hurt blogged about the book and the training session, writing that he expected a ''massive impact'' on his company's culture even though it might mean a near-term decrease in the time employees spend at work while they are going through the exercises. Once the process is completed, Mr. Hurt wrote, he expects productivity and effectiveness to increase.

Tung Hungh, a community manager for Bazaarvoice, described the Total Leadership experiment as reflective of the company's unique culture.

''Brett, our C.E.O. and founder, is well attuned to the latest theories and methodologies of business and wanted to share this book with our company,'' he said. ''It started out as a surprise. He asked us to be free on this date, and then Stew Friedman was the surprise visitor.''

Mr. Hurt ''believes we can all be better leaders, and after two years at the company, I am now starting to see more of why he believes this,'' Mr. Hungh said. ''Brett might be the only person more excited about this than me.''

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SUBJECT: EDUCATION (90%); STUDENTS & STUDENT LIFE (90%); TEACHING & TEACHERS (90%); ETHICS (90%); COLLEGE & UNIVERSITY PROFESSORS (90%); BUSINESS ETHICS (89%); ENTREPRENEURSHIP (71%); FAMILY (67%); BUSINESS EDUCATION (92%)
LOAD-DATE: May 29, 2008
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GRAPHIC: PHOTOS: Stewart D. Friedman, a Wharton business professor, took his message to Bazaarvoice, a company started by a former student.

Brett Hurt, the chief of Bazaarvoice, hired his teacher to tell his employees how to lead better and live more richly. (PHOTOGRAPHS BY BEN SKLAR FOR THE NEW YORK TIMES)

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The New York Times
May 29, 2008 Thursday

Late Edition - Final

Keeping Chlorine Out of the Pool
BYLINE: By STEVEN KURUTZ
SECTION: Section F; Column 0; House & Home/Style Desk; Pg. 1
LENGTH: 1546 words
WHEN Pam Glazer, a 53-year-old architect and self-described ''granola-head from way back,'' began planning a pool for her home in Southampton, N.Y., she searched for a way to keep it sanitary without using chlorine.

Ms. Glazer has been a swimmer for 30 years and was tired of dipping into chemically treated water. ''I'd get out and my sinuses would be inflamed,'' she said. ''If I swam on a lunch break, I'd walk into the office smelling like chlorine.''

Several pool experts she consulted told her that chlorine was the only option; others suggested a saline system, which uses sodium chloride, but because that produces chlorine in the pool, it did not address her concerns.

Ms. Glazer eventually learned of a system that eliminates the need for chlorine and other chemicals, using a combination of ozone and copper and silver ions. That system can be added on to existing pools, at a cost ranging from $10,000 to $20,000. Because Ms. Glazer was starting fresh, she spent $60,000 to build her pool, which has a panoramic view of the ocean, roughly $20,000 more than if she'd built a chlorinated model.

There are several ways to eliminate chlorine or significantly reduce the use of it, although the pool industry remains skeptical of their effectiveness and it is often difficult to find builders to install them.

TechnoPure, a company based in Uxbridge, Mass., makes a system that pumps pool water through a chamber containing coated titanium plates which oxidize and burn off organic waste. Copper and zinc ions sanitize the water, resulting in a pool that's ''virtually maintenance free in terms of chemicals,'' said Chris Capozzoli, who founded the company seven years ago. He said the system costs around $5,500 for an average-size residential pool and can be installed during construction or added to an existing pool.

Another company, DEL Ozone, based in San Luis Obispo, Calif., makes generators that inject ozone gas into the water as it recirculates, oxidizing bacteria and killing microorganisms. The generators are usually employed as a supplemental sanitizer to reduce reliance on chlorine, but according to Beth Hamil, vice president for corporate compliance and market development at DEL, it's possible to rely solely on ozone by using a larger generator and running the recirculating pump continuously. (Energy efficient pumps are available.)

The so-called natural swimming pools that have slowly migrated to America from Europe are another option. The chlorine-free pools, which resemble ponds and must be built from scratch, circulate water through aquatic plants that act as organic cleansers.

Alternative technologies aren't new (DEL began to sell ozone systems for pools and spas in 1980), but they have grown in popularity in recent years as people who dislike swimming in chlorinated water become aware of their options.

''Our target audience is the person who shops at Whole Foods,'' said Mr. Capozzoli, who expects to install about 700 residential systems this year, up from about 300 two years ago. Gus Paul, the owner of Gus Paul Pools in Port Washington, N.Y., said that although heater and filter sales are down due to the slowing economy, he has seen no drop in interest in the ozone units he carries.

Ms. Glazer chose a treatment system by Wailani, a company based in Thousand Oaks, Calif., that uses both ozone gas and copper and silver ions to oxidize and sanitize pool water. But she had trouble persuading builders to install it.

''They all said, it's not going to work,'' Ms. Glazer recalled, admitting that she had doubts herself. ''I was taking a leap of faith. But you have to. How many toxins do you want in your body?'' Finally, the founder of Wailani, Tito Ignacio, flew to New York and supervised the installation.

Neil Gross, a retired Wall Street futures trader who lives in Great Neck, N.Y., hired Mr. Paul three years ago to convert his backyard pool to an ozone system by DEL. Mr. Gross and his wife spent in the neighborhood of $10,000 on a chlorine-free system because, he said, ''we don't like inhaling that chlorine smell.'' He added, ''if an organic will clean just as well, why not use it?''

One reason: many in the pool industry still believe that chlorine is the best option, and as Ms. Glazer discovered, it's hard to find someone to build a pool that uses another system. ''To my way of thinking, and the industry's, no one has come up with as effective a sanitation method as chlorine,'' said Gene Fields, chairman of the Association of Pool and Spa Professionals.

Mr. Fields, who said he had been in the pool business ''since shortly after God invented water,'' said he was skeptical of the effectiveness of systems that do not rely on at least small amounts of chlorine to kill bacteria.

Donald Lapa, who runs Mister Poolman, a maintenance service in Los Angeles, also expressed doubts. ''I think it's a fad, personally,'' he said of systems that rely on ozone or ion generators. ''People think it's softer on your skin. In my opinion, it isn't superior over the tried-and-true technique of chlorine and acid.'' (Even Mr. Ignacio of Wailani admitted that if a pool gets severely out of balance, he sometimes uses chlorine to shock it before returning to the chemical-free method.)

Mr. Lapa's skepticism reveals a potential problem with using a nonchlorine system: finding someone to maintain the pool.

''If the maintenance people see a problem, their instinct is to throw chlorine in,'' said Ms. Glazer, who went through four pool service companies until she found one willing to learn the Wailani system. The TechnoPure unit eliminates the need for a local pool maintenance company altogether: an on-site computer communicates with the company's headquarters, alerting technicians to problems and allowing them to make corrections to the water chemistry remotely.

Some pool owners simply want to reduce their chlorine use, which is a much less expensive option. Sean Trotter, for instance, an air-conditioning business owner in Plano, Tex., installed an ozone generator by DEL to minimize chlorine use after his wife and daughter had reactions to chlorine.

Mr. Ignacio, who said he spent two decades perfecting his nonchlorine system, mentioned common complaints of swimming in a chlorinated pool, like red eyes, dry skin and brittle hair. But Mr. Fields said those problems could be caused by factors other than chlorine, such as pH imbalance or chemicals like bromine or dry acid that may be added to the pool. ''A lot of people blame chlorine because it's so present,'' Mr. Fields said, ''but that's not entirely accurate.''

Penny Burley, a retired television producer who lives near Mr. Ignacio in Thousand Oaks, said she and her husband swam happily in their chlorinated pool for 16 years. Then she became hypersensitive to chemicals and spent $12,000 to retrofit the pool with a Wailani system.

''I was very worried about bacteria,'' Ms. Burley said, but added that her fears have so far been unfounded. ''If you open your eyes underwater it doesn't sting. If you swallow water you don't gag. Your skin feels like a baby's rear end. I don't think my skin would feel that good if the water was treated with chemicals or was dirty.''

Despite the added cost and the complications she experienced in installing her nonchlorinated pool, Ms. Glazer is also pleased with the results. Asked to describe the physical sensation of dipping into pool free of chemicals, Ms. Glazer offered a compelling analogy. ''It's like swimming in bottled water,'' she said.

Minimizing the Chemicals and the Spending

FOR pool owners who don'twant to spend thousands to go chemical-free, there are more affordable ways to at least reduce chlorine use. Sean Trotter, who owns an air-conditioning business in Plano, Tex., spent $900 for an ozone generator from DEL Ozone after his wife and daughter said that the chlorine in their pool irritated their skin. The system works this way: ozone kills microorganisms and keeps chlorine in its ''free'' state rather than turning into chloramine, the odorous compound chlorine becomes after it attaches to organics in the water. Beth Hamil, vice president for corporate compliance and market development at DEL, said the system allows chlorine use to be cut by 60 to 90 percent.

Mr. Trotter says he no longer has to shock the pool with a high dose of chlorine, something he used to do once a week in the summer, and expects to save money in the long run by buying less chlorine. And he describes the water in terms similar to those used by owners of chlorine-free pools: ''No more burning eyes. No more dry hair. My wife says it feels better than the shower water in the house.''

Another inexpensive option is Nature2, a system that delivers trace amounts of silver to kill bacteria and trace amounts of copper to fight algae. The unit is housed in a plastic cartridge and, according to Buzz Robinson, a training manager with Zodiac Pool Care, the Vista, Calif.-based company that manufactures the system, chlorine consumption can be reduced by 50 to 80 percent. A Nature2 unit for a pool with up to 25,000 gallons of water would run a homeowner about $180 for one swimming season, according to Mr. Robinson. Cartridges last six months.
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SUBJECT: ENTREPRENEURSHIP (78%); ENERGY EFFICIENCY & CONSERVATION (70%); BACTERIA (60%)
GEOGRAPHIC: CALIFORNIA, USA (75%) UNITED STATES (76%)
LOAD-DATE: May 29, 2008
LANGUAGE: ENGLISH
GRAPHIC: PHOTOS: IN HER ELEMENT: Ozone, copper and silver keep Pam Glazer's pool clean in Southampton, N.Y. (PHOTOGRAPH BY GORDON M. GRANT FOR THE NEW YORK TIMES) (pg.F1)

PURITY: Pam Glazer has a chlorine-free pool, above left, in Southampton, N.Y. Sean Trotter of Plano, Tex., above right, with his daughter, Ashlee, 14, uses both chlorine and ozone. (PHOTOGRAPHS BY GORDON M. GRANT FOR THE NEW YORK TIMES, LEFT

BRIAN HARKIN FOR THE NEW YORK TIMES, ABOVE) (pg.F4)
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723 of 1231 DOCUMENTS

The New York Times
May 29, 2008 Thursday

Late Edition - Final

In Stock Plan, Employees See Stacked Deck
BYLINE: By MARY WILLIAMS WALSH
SECTION: Section A; Column 0; Business/Financial Desk; Pg. 1
LENGTH: 1923 words
DATELINE: CLEWISTON, Fla.
Thousands of workers at U.S. Sugar thought they were getting a good deal when the company shelved their pension plan and gave them stock for their retirement instead. They had a heady sense of controlling their own destiny as they became the company's biggest shareholders, Vic McCorvey, a former farm manager there, said.

''It was always stressed to me, as manager of that 20,000-acre farm, that the better you do, the higher your stock will be and the more retirement you could get,'' Mr. McCorvey said. ''That's why I worked six and seven days a week, 14 hours a day,'' slogging through wet and buggy cane fields, doing whatever it took.

Now that many U.S. Sugar workers are reaching retirement age, though, the company has been cashing them out of the retirement plan at a much lower price than they could have received. Unknown to them, an outside investor was offering to buy the company -- and their shares -- for far more. Longtime employees say they have lost out on tens of thousands of dollars each and millions of dollars as a group, while insiders of the company came out ahead.

Some former U.S. Sugar employees have since filed a lawsuit accusing company insiders of cheating them out of money that was rightfully theirs. Throughout, the worker-owners have been shut out of information about the company's finances and unable to challenge management's moves or vote because their shares were held through a retirement plan, not directly.

What has happened at U.S. Sugar could happen at many other companies because of a type of retirement plan that proliferated in the 1980s, after powerful members of Congress took an interest in ''worker ownership'' as a way to improve productivity.

Thousands of companies, large and small, embraced the ensuing tax benefits by creating employee stock ownership plans, known as ESOPs. U.S. Sugar, the largest American producer of cane sugar, took its stock off the public market in the transaction that created its ESOP, in 1983.

Nearly 95 percent of the country's 10,000 ESOPs are now at privately held companies, like U.S. Sugar. Because their shares are not publicly traded, there is no market price. So workers cash out shares without knowing what the price would be on an open market.

The former employees accuse U.S. Sugar insiders -- descendants of the industrialist Charles Stewart Mott -- of scheming to enrich themselves by buying back workers' shares on the cheap. They say ''the principal actor'' is William S. White, the company's longtime chairman, who is married to Mr. Mott's granddaughter. They also say he improperly exerted his influence as chairman of the Charles Stewart Mott Foundation, whose mission is to advance human rights and fight poverty and which holds a big stake in U.S. Sugar.

''They robbed us,'' said Loretta Weeks, who worked in U.S. Sugar's lab, testing sucrose levels in cane juice. ''It's like the last 15 years we were working for nothing.''

U.S. Sugar said in a statement that the lawsuit had no merit and that the company would vigorously contest it, but it did not respond to any specific accusations.

Through his lawyer, Mr. White denied that he had improperly exerted control over the U.S. Sugar board, or that the Mott Foundation had anything to do with the decision not to sell to the outside investor. The lawyer, H. Douglas Hinson, also said that Mr. White and the Mott Foundation had no role in deciding what price employees received for their stock, because the price was set in an independent appraisal.

Members of Congress tried to prevent disputes over the fair market value of shares in employee stock plans by requiring private companies to get independent appraisals each year. But workers at U.S. Sugar say the chairman and his allies withheld crucial information from the appraiser and artificially depressed the share price, something the chairman denies. The employees do not accuse the appraiser of wrongdoing.

Missed Opportunities

To document their claims, the former workers cite two offers to buy U.S. Sugar for $293 a share -- offers that came as the workers were being cashed out of their shares by the company for as little as $194 a share. The worker-owners were not told about these outside offers and had no chance to tender their shares. They found out only through word of mouth, after the board of U.S. Sugar had rejected both offers.

As retiring workers cash out their shares, the company then retires their stock. That leaves fewer shares outstanding over time, the lawsuit says, allowing the insiders' control of U.S. Sugar to grow, without their having to spend a penny buying stock. In this way, Mr. White's immediate family increased its stake in U.S. Sugar by 19 percent from 2000 to 2005, the lawsuit says.

The Charles Stewart Mott Foundation issued a statement saying that as a major U.S. Sugar shareholder, it was confident that U.S. Sugar's board had ''acted responsibly and within its duties.'' It also said the workers' lawsuit contained accusations that were inaccurate.

While they wait for their lawsuit to inch through federal court, U.S. Sugar's former employees say they are struggling to get by on fewer retirement dollars than they should have received. Many are former field workers, machine operators and mechanics, paid by the hour and living in one of Florida's poorest counties. Some said the disputed stock plan was their sole retirement nest egg.

''I had to go back to work,'' said Randy Smith, who retired last year after 25 years as a welder and machinist. He was only 55, but said U.S. Sugar had forced him to retire after declaring him no longer qualified to do his job. The company has been cutting staff aggressively for several years.

Mr. Smith said he cashed out of the retirement plan for about $90,000, but could have received about $53,000 more, if he had had the chance to tender his shares and the company had accepted the outside offers. The extra money would help a lot, he said, because his wife, Sandra, has rheumatoid arthritis, and after he retired, U.S. Sugar canceled its retiree health plan.

Mr. Smith has since found a new job, with health benefits -- but it pays $10 an hour, compared with the $23 an hour he once earned at U.S. Sugar.

''My wife, she's having to work two jobs just to make ends meet,'' he said.

Mr. McCorvey said that he and his wife, Marilyn, also a former employee, have calculated that the outside offers would have been worth $137,000 more to them. He was laid off in 2004; an executive assistant, she was laid off in 2002.

Even though they no longer work at the company, they cannot cash out their stock, because of plan vesting rules, they said.

Meanwhile, the stock price has been falling, based on appraisals and cash-out values supplied by the company.

''I'm scared I'm going to lose it all,'' Mr. McCorvey said.

Owners, but Excluded

To make matters worse, U.S. Sugar announced in April that it was eliminating its dividend. The McCorveys had been receiving dividends worth about $7,000 a year on their shares.

They and other former U.S. Sugar workers said they had planned to attend the company's annual meeting this month, so they could tell management their complaints as shareholders.

But this year, for the first time, the company announced that employee-shareholders would not be allowed to attend the annual meeting. It said that they were not the shareholders of record, and that as a result they would be represented by the trustee of their plan, the U.S. Trust Company.

A spokeswoman for Bank of America, which owns U.S. Trust, said the company believed it had fulfilled all of its duties as the trustee.

Experts said it was unusual to bar participants in employee stock plans from shareholders' meetings.

''It is legal,'' said Loren Rodgers, project director for the National Center for Employee Ownership. But he cited research indicating that worker-owned companies tended to have better results when workers had a say in operations.

Mr. Rodgers said that Congress had decided to limit the workers' powers as shareholders out of concern that companies might avoid the structure if workers received full rights.

Many former workers at U.S. Sugar acknowledged that they had never tried to attend an annual meeting until now. But that did not quell their anger at discovering they could not. ''It was real nasty, the company to do us like they did us,'' said Tommy Miller, who retired last fall after 32 years as a supervisor in a locomotive repair shop. He was only 56 but was caught in a mass layoff.

He said he cashed out his shares and invested in an individual retirement account, only to learn that a bidder had been willing to pay him a lot more.

''So you took my job and you took my stock, too,'' Mr. Miller said.

The workers describe a harsh new face on a company once known as paternalistic. U.S. Sugar was bought out of bankruptcy during the Great Depression by Mr. Mott, an entrepreneur who said companies should strengthen the towns where they did business.

Mr. Mott, who started out making bicycle wheels and ended up with the largest single block of General Motors stock, created charities in Flint, Mich., and also provided Clewiston with swimming pools, libraries and a youth center.

''When somebody's child got hurt or was seriously ill, the company would fly that child to a hospital in Tampa, or wherever they needed to go,'' John Perry, a former mayor of Clewiston, said. ''This was a wonderful, wonderful place to live.''

But that homey culture did not survive the tide of globalization. The North American Free Trade Agreement raised the prospect of a flood of cheap sugar from Mexico and other countries with low wages. U.S. Sugar scrambled to lower its costs.

Ellen Simms, U.S. Sugar's former comptroller, said that when the company had to trim its payroll, it seemed to choose people with many years at the company.

''It was very obvious, with few exceptions, that they were targeting the employees who had been there the most time and who had the most ESOP shares,'' she said. She resigned in protest in 2004.

Meanwhile, the falling stock price reported in the appraisals was a boon to the company, she said, because it made it cheaper to buy out the workers.

Conspicuous Offers

The reported declines in the stock price might not have been questioned, had it not been for two offers to acquire U.S. Sugar, one in the summer of 2005 and the other in early 2007. Both were made by the Lawrence Group, a large father-son agribusiness concern in Sikeston, Mo., for $293 a share in cash. Gaylon Lawrence Jr. confirmed the price but declined to comment further.

The worker-shareholders were being paid $205 to $194 a share at the time, based on ESOP appraisals.

But to help vet the Lawrence Group's offer, U.S. Sugar hired a second appraisal firm to calculate the company's breakup value. This appraiser came up with $2.5 billion, or about $1,273 a share.

U.S. Sugar then rejected the Lawrence Group's offer as inadequate.

Mr. McCorvey said he would have tendered his shares to the Lawrence Group without a moment's hesitation. ''But we were never given the opportunity,'' he said.

John Logue, an ESOP specialist at Kent State University, said federal law does not require worker-owners to vote on acquisition offers. But, he said, ''when you're in doubt, let the participants vote. We have kind of an innate sense in the United States that people are entitled to do what they want with the property they own.''