Forum for Shareholders of Farmer Bros. Co.

Forum Home Page

2007 Conclusion

Forum activities relating to Farmer Bros. Co. were suspended in 2007, following the second year of new management.

Farmer Bros. Home Page

 

Farmer Bros. Reference

 

SEC Rejection of Management Arguments to Block Vote on Shareholder Proposal for Investment Company Compliance

(November 15, 2002)

Copied below is the text of a November 15, 2002 response received from the Securities and Exchange Commission ("SEC") to an August 26, 2002 letter from a law firm engaged to represent Farmer Bros.,* after considering a September 26,  2002 reply letter from Franklin Mutual Advisers, LLC.  As indicated, the SEC staff has rejected all of management's arguments as a basis for excluding the Franklin Mutual shareholder proposal for investment company controls and disclosures from the company's proxy statement for voting at the annual meeting.

The SEC staff refers to Rule 14a-8(i), which permits excluding a shareholder proposal if it is defective or inappropriate.  The lack of an explanation is consistent with normal SEC practice for responses to "no action" letters.  In this case, since the staff states that they do not believe the rule permits excluding the proposal, management may expect the SEC to initiate an enforcement action if they omit the proposal from the company's proxy statement.  Management's arguments had been that (1) the provisions of the proposal were too vague; (2) the provisions were too specific; and (3) implementing the proposal would subject the company to enforcement of regulations which it was violating.

It should be assumed that management will now proceed with the scheduling of the 2002 meeting of shareholders, and that the company's proxy statement will present the Franklin Mutual proposal for voting at the meeting.

-------------------

* The August 26, 2002 letter of the Farmer Bros. attorney has not yet been made available in electronic form.  Requests for fax copies may be sent to farm@shareholderforum.com.

 

[Text of response from Securities and Exchange Commission]

 

 

 

                                                                                      November 15, 2002

 

Response of the Office of Chief Counsel

Division of Corporation Finance

 

Re:          Farmer Brothers

                Incoming letter dated August 26, 2002

 

                The proposal would amend Farmer Bros’ bylaws to require that it conduct its business as an investment company subject to the Investment Company Act of 1940.

 

                We are unable to concur in your view that Farmer Bros. may exclude the proposal under rule 14a-8(i)(2).  Accordingly, we do not believe that Farmer Bros. may omit the proposal from its proxy materials in reliance on rule 14a-8(i)(2).

 

                We are unable to concur in your view that Farmer Bros. may exclude the proposal under rule 14a-8(i)(3).  Accordingly, we do not believe that Farmer Bros. may omit the proposal from its proxy materials in reliance on rule 14a-8(i)(3).

 

                We are unable to concur in your view that Farmer Bros. may exclude the proposal under rule 14a-8(i)(7).  Accordingly, we do not believe that Farmer Bros. may omit the proposal from its proxy materials in reliance on rule 14a-8(i)(7).

 

 

 

                                                                                      Sincerely,

 

                                                                                      /S

                                                                                      Keir Devon Gumbs

                                                                                      Special Counsel

 

 

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.