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Shareholder Voting for February 23, 2004 Meeting
The votes of non-management shareholders of Farmer Bros. Co. are
important, since they may determine the outcome of matters presented at the
annual meeting of shareholders.
Although the
company's
final proxy statement, filed February 2, 2004, states that management
and the employee beneficiaries of the company's ESOP control
a majority of votes, it is possible that the ESOP votes may not count.
The company has acknowledged in correspondence with the SEC that the ESOP
stock purchases would be violations of securities laws if Farmer Bros. is found to be an
"investment company" according to the SEC definition under
Section
3(a)(1)(A) of the Investment Company Act of 1940, as alleged in a
shareholder action. Management has also acknowledged, in a
section titled "Investment Company Act" on page 27 of the proxy
statement, that the SEC itself is concerned that the company "may be an
unregistered investment company." Without the votes of ESOP shares, the votes of non-management shareholders
would determine the
outcome of matters presented for voting at the annual meeting.
The company's management presented responses to employee questions in a
February 12, 2004 solicitation of their ESOP votes, titled
"Internal Communication For Better Cooperation" filed with the SEC on
February 13, 2004. The company had not, however, responded to the
repeated information requests
of independent shareholders, and a
Petition was filed on February 13, 2004 to seek court enforcement of the
company's obligation to do so. The SEC was also asked in a
February 13, 2004 letter to require the
company's postponement of its annual meeting until shareholders have been
provided with information relevant to the matters being presented for
voting.
NOTE: Neither the Forum nor anyone associated with its conduct is
soliciting proxies or willing to accept proxies if offered. Based on
available information, only the company’s management intends to solicit proxies.
Instructions for voting for or against the issues being presented at the
meeting, or for changing those votes at any time prior to the meeting,
should be
provided in management's final proxy statement. |