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Saturday, July 26, 2003
 
 
Stock plan may brew discord
 
Coffee roaster will buy more shares. Investors want new voting rules for electing Farmer Bros. board.
 

By Muhammed El-Hasan
DAILY BREEZE


With the Farmer Bros. Co. annual shareholder meeting still months away, two contentious issues that bear heavily on that meeting rose this week.

An investor submitted a proposal for a proxy vote to restore cumulative voting rights for electing company directors. And the Torrance-based coffee roaster and distributor said it would buy more shares, totaling tens of millions of dollars, for its employee stock ownership plan.

Mitchell Partners in Costa Mesa sent Farmer Bros. a proposal that would allow investors to vote all their shares for a single candidate for the board of directors instead of spreading the votes over the seven existing board seats. If approved by shareholders, the proposal would make it easier for dissident investors, who have fiercely criticized the company, to elect a representative on the board.

The company eliminated cumulative voting rights in a 1994 proxy vote.

Mitchell Partners made a similar proposal last year. That proposal was included with another proposal by the Costa Mesa investor firm to elect more independent directors and give them more power.

With the Securities and Exchange Commission's approval, Farmer Bros. management blocked that proposal from last year's proxy vote, arguing the proposal didn't satisfy all regulatory requirements.

Unlike last year, Mitchell Partners' new cumulative voting proposal would stand alone. In its support statement, Mitchell Partners says its proposal would allow investors to elect "at least one or two members of the board of directors even if management controls over 50 percent of the voting stock."

The issue of management's controlling share of the company has been a target of dissident investors who are demanding greater openness, especially about plans for the company's $300 million in cash holdings. The company repeatedly has said it meets or exceeds regulatory disclosure requirements.

The Farmer family, led by chairman Roy F. Farmer, owns or controls a 52-percent stake in the company. The dissident investors say this means it's nearly impossible for them to win any proxy fight with management.

A company spokesman said federal rules prohibit the coffee maker from commenting on this issue outside official proxy statements.

Also this week, Farmer Bros. said its board granted the company's Employee Stock Ownership Plan, or ESOP, a loan to buy an additional 129,575 shares of the company's stock. At the stock's current price, that would cost about $45 million.

Added to the ESOP's current shares, that would give the employee program a total of 300,000 shares or a 16-percent stake in the company.

The company had said last year that it planned to spend up to $50 million to purchase more shares for the ESOP, which makes employees part owners of the firm. Dissident investors say the company's management is using ESOP shares to impose greater control over the company and its board.

"A lot of people are concerned that the purpose of the stock accumulation is to preserve management control, especially in the context of the recent Crowe petition to remove Mr. Farmer as trustee for a critical voting block," said Gary Lutin, who runs a Farmer Bros. investor forum.

That petition, filed in April by the chairman's nephew and dissident investor, Steven D. Crowe, seeks to remove his uncle as trustee of four family trusts. If the petition succeeds, it would take out of Roy Farmer's control about a 10-percent stake in the firm.

Farmer Bros. stock, traded on Nasdaq, closed Friday at $340 a share, up $3.20.

 

 

The Forum is open to all Farmer Bros. shareholders, whether institutional or individual, and to professionals concerned with their investment decisions.  Its purpose is to provide shareholders with access to information and a free exchange of views on issues relating to their evaluations of alternatives.  As stated in the Forum's Conditions of Participation, participants are expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants.  It is a Forum rule that participants will not be identified or quoted without their explicit permission.

There is no charge for participation.  Franklin Mutual Advisers, LLC, the manager of funds owning approximately 12.6% of Farmer Bros. shares, provided initial sponsorship for the Forum and arranged for it to be chaired by Gary Lutin.  Continuing support and guidance of the Forum is provided by an Advisory Panel of actively interested shareholders.

For additional information or to be included in an email distribution list, send an inquiry to farm@shareholderforum.com.