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[Letterhead]
Mitchell Partners, L.P.
3187-D Airway Avenue
Costa Mesa, California 92626
(714) 432-5300
Fax (714) 432-5303
James E. Mitchell, General
Partner
October 3, 2003
Grace K. Lee, Esquire
Division of Corporation Finance
Securities and Exchange
Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re:
Farmer Bros. Co.
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Shareholder
proposal for restoration of cumulative voting
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September 12, 2003
letter addressing Rule 14a-8
Dear Ms. Lee:
We have received a
September 12, 2003 letter from Skadden Arps Slate Meagher & Flom on behalf
of the management of Farmer Bros. Co. ("Company"), seeking SEC Staff
concurrence with their arguments to exclude from the Company proxy statement
the shareholder proposal submitted by Mitchell Partners, L.P., for the
restoration of cumulative voting ("Proposal"). We wish to eliminate any
dispute about our Proposal by simply eliminating its challenged portion.
The Company's
attorneys have challenged only the second sentence of our Proposal's by-law
amendment which would provide for at least a 75% vote to eliminate
cumulative voting in the future. Since a dispute of the state law on which
the Company's challenge is based would not be justifiable for this
incidental and relatively unimportant part of our Proposal, we would prefer
to simply drop that sentence rather than burden ourselves, the SEC, and
possibly a state court with the need to resolve the issue.
The original Proposal
presented a resolution with an introductory phrase and a two sentence
amendment to a section of the Company's bylaws. The only change would be
the deletion of the challenged second sentence: “Cumulative voting rights
may be eliminated in the future only if the elimination is approved by at
least 75% of outstanding shares.” The revised Proposal would then be as
follows:
PROPOSAL: RESTORATION OF
CUMULATIVE VOTING
Resolved, that shareholders wish
to restore their rights to cumulative voting for the election of directors,
and that Paragraph 2, Section 8, Article II of the Company's Bylaws is
therefore amended to read as follows:
"In electing directors of this
corporation, the holders of shares shall be entitled to cumulate votes as
permitted by the California Corporations Code."
***
Eliminating the
challenged 75% "supermajority" voting provision would not require any
changes in the original Supporting Statement. We note, however, that the
Company has argued that portions of the Supporting Statement could be
misleading. We do not believe that the average reader would misinterpret
our statements as the Company suggests, but we will of course be willing to
edit any portion of the Supporting Statement that you find potentially
confusing.
Our intent is to
present a Proposal that allows shareholders to exercise their governance
rights and responsibilities, and we will welcome your guidance. Please let
us know what additional information you may find useful.
Very truly
yours,
Mitchell
Partners, L.P.
James E.
Mitchell
General Partner
cc: Joseph J. Giunta, Esquire
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