Information Demands

2002 Demand for Records

2003 Demand for Records

First 2004 Demand for Records

Second 2004 Demand for Records

2002 Demand for Records

Information was requested concerning the company's management of its investment funds, for purposes of evaluating investment performance and determining the company's compliance with the Investment Company Act of 1940 ("ICA").  The records were eventually provided to the shareholder in February 2003, but were made subject to confidentiality restrictions.

• Shareholder Demand for Inspection of Records (July 26, 2002)

• Los Angeles Business Journal, August 5, 2002: "Farmer Bros. Asked to Open Books"

• Arrangements to Provide Records or File Reports (August 16, 2002)

• Los Angeles Business Journal, August 19, 2002: "Farmer Bros. Will Open Its Books"

• Franklin Mutual Letter Urging Management to Seek SEC View of Compliance (September 19, 2002)

• Los Angeles Times, November 4, 2002: "Coffee Chief Stirs Unrest"

2003 Demand for Records

In 2003, a Forum participant legally authorized to act as a shareholder "Delegate" asked the company to publicly report the information that had been provided with confidentiality restrictions in response to the 2002 information demand.  Alternatively, the Delegate's letter formally demanded the relevant records, repeating the list to which the company had responded previously, but without confidentiality restrictions.  The company initially stated its intent to provide the information, but then engaged a new attorney who raised arguments about the confidentiality provisions.  After several exchanges of letters, and as other issues required more immediate attention, the Forum asked the SEC to address the arguments raised by the company's attorney.  The information demands remained unsatisfied at the beginning of 2004 and were renewed as part of the Delegate's second 2004 demand for records.

• Shareholder Delegate's Request for Public Report or Inspection of Records (March 13, 2003)

• Los Angeles Times, March 21, 2003: "Chief Executive of Farmer Bros. Hands Reins to Son"

• Los Angeles Business Journal, March 24, 2003: "Wall Street West - Coffee Grind"

• Response to New CEO Following Reported Intent to Provide Information Requested by Shareholder Delegate (March 24, 2003)

• Delegate Request for Specific Management Commitments to Provide Information (March 31, 2003)

• Shareholder Delegate's Repeated Demand for Information (April 11, 2003)

• Response of New Company Attorney to Shareholder Delegate (May 15, 2003)

• Request of Board Commitment to Shareholder Interests (May 21 and May 30, 2003)

• Shareholder Delegate's Demand for Information or Explanations (June 10, 2003)

• Company's Unexplained Insistence on Confidentiality Restrictions (June 12, 2003)

• Request for SEC Determination of Company Disclosure and ICA Compliance Requirements (June 24, 2003)

First 2004 Demand for Records

After management failed to respond to informal requests for information relating to issues being presented for voting at the annual meeting in February 2004, the Forum's authorized shareholder Delegate demanded either publication or non-confidential production of seven listed items.  The company initially ignored the demand, but publicly reported six of the items immediately following the initiation of a court enforcement proceeding and request for SEC intervention.

• Demand for Information About ESOP Funding and Other Actions (January 12, 2004)

• Shareholder Delegate's Reiteration of Demands for Information Needed Before Annual Meeting (January 29, 2004)

• Exchange of Lawyers' Letters Regarding Delegate's Demands for Information Needed Before Annual Meeting (February 3-9, 2004)

• Shareholder Delegate's Petition to Enforce Demands for Information (February 13, 2004)

• Request for SEC Action to Require Provision of Information Prior to Voting at Annual Meeting (February 13, 2004)

• Forum Report of Company Responses to Information Demands (February 19, 2004)

Second 2004 Demand for Records

As Forum attention returned to unresolved shareholder concerns after the company's February 23, 2004 annual meeting, another effort was made to encourage management's voluntary reporting of information needed by investors, including information that the company would be required to report under the Investment Company Act of 1940.  In the absence of any management response, the Delegate presented another formal demand for records.  The company's attorney responded with arguments concerning confidentiality requirements, to which the Delegate's attorney replied with a proposal of conventional provisions for restricted counsel review of any material claimed to be confidential.  A month later, the company's attorney had not responded to the proposed provisions for producing the required information.

• Demand for Information Relating to Shareholder Interests (April 5, 2004)