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.
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