By Ben Berkowitz
LOS ANGELES, Dec 24 (Reuters) - Coffee roaster Farmer Bros Co. (NasdaqNM:FARM),
a closely-held company that has been locked in a battle over voting
control, on Wednesday said it has bought out the interests of some
relatives of its founders at a steep discount to market prices.
The company also said it has retained Credit Suisse First Boston to
consider strategic options, and said its board of directors has approved
a 10-for-1 stock split.
Torrance, California-based Farmer Bros. said it has purchased the
443,845 shares of its stock held by the Crowe family for nearly $111
million, or about $250 per share.
That represents a discount of about 21 percent to the stock's closing
price of $316 on the Nasdaq on Wednesday. Volume on Farmer Bros. stock
is typically well less than 1,000 shares.
The Crowes had been opposing a move by the company to reincorporate
in the state of Delaware, and had sought a court order to remove
Chairman Roy F. Farmer as trustee of the family trusts holding the Crowe
shares.
Farmer Bros. declined to comment on the purchase price beyond what
was said in a statement and neither the Crowes nor their attorney could
be reached for comment.
Concurrently with the purchase from the Crowe family, Farmer Bros.
said it has offered its employee stock ownership plan (ESOP) the chance
to buy 125,000 shares at the $250 price, bringing its holdings to
300,000 shares.
After the close of the Crowe deal, and assuming the ESOP's trustee
approves its purchase, Farmer Bros. said the Farmer family will hold
39.6 percent of its shares, the ESOP will hold 18.7 percent and outside
shareholders 41.7 percent.
As of Dec. 20, Roy F. Farmer had voting control over 43.4 percent of
the stock, including the Crowe shares, according to a proxy statement
Farmer Bros. filed with the U.S. Securities and Exchange Commission on
Wednesday. The ESOP had controlled 9 percent.
The company has also changed the ESOP's voting structure. Of the
300,000 shares, about 25,000 are actually held by employees. In past, a
management committee voted the unallocated shares.
Those shares will now be voted in proportion to the votes cast on the
allocated shares, so whatever percentage of allocated shares are voted
in favor of a proposal, the equal percentage of unallocated shares will
be voted the same way.
The annual meeting to consider the reincorporation in Delaware and
other measures is now set for Jan. 21.
The company also said a federal court in Los Angeles on Tuesday
denied a motion for a preliminary injunction filed by a shareholder who
claimed the company had illegally lent the ESOP money to buy shares.