UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: December 24, 2003
FARMER BROS. CO.
California 0-1375 95-0725980
State of Incorporation Commission File Number Federal ID Number
20333 South Normandie Avenue, Torrance, California 90502
Address of principal executive offices
(310) 787-5200
Registrant's telephone number
Item 5. Other Events.
The following press releases were provided to the major services
today:
Farmer Bros. Confirms U.S. District Court Decision
TORRANCE, CALIF. - (BUSINESS WIRE) - December 24, 2003 - Farmer Bros. Co.
(NASDAQ:FARM) said the U.S. District Court in Los Angeles on Tuesday issued a
33-page tentative order regarding an application for preliminary injunction
sought on behalf of a shareholder, Leonard Rosenthal.
In stating the court's "Conclusion Regarding Preliminary Injunctive Relief,"
U.S. District Judge Margaret M. Morrow wrote:
"Plaintiff has not shown that it is likely the court has subject matter
jurisdiction to hear this action. Specifically, he has not demonstrated that
he has a private right of action under the ICA [Investment Company Act] for
violation of Section 7(a) and 17(a). Since this is the only federal claim in
the case, and since plaintiff has also failed to plead or prove that the
action falls within the court's diversity jurisdiction, it appears
jurisdiction is lacking. Even if the court assumes it has jurisdiction to
hear the matter, moreover, plaintiff has not shown a likelihood of success on
the merits of either his ICA or breach of fiduciary duty claims. Likewise, he
has failed to demonstrate that he will suffer irreparable harm if an
injunction does not issue. Finally, the balance of hardships does not tip
sharply in plaintiff's favor. Accordingly, preliminary injunctive relief is
not appropriate in this case."
Farmer Bros. Co. is an institutional coffee roaster that sells a variety of
coffee and allied products to the food service industry. The company's
signature trucks and vans bearing the "Consistently Good" logo are seen
throughout Farmer Brothers' 28-state service area. Farmer Brothers has paid a
dividend for 50 consecutive years, increased the dividend in each of the last
seven consecutive years, and its stock price has grown from $18 in 1980 to
over $300 a share today. The company's common stock is traded on the NASDAQ
National Market System under the symbol "FARM."
Contact:
Jim Lucas
The Abernathy MacGregor Group
(213) 630-6550
Farmer Bros. Announces Purchase of All Crowe Family Shares at Approximately
$250 a Share
Company Modifies ESOP Structure, Plans 10-for-One Stock Split
TORRANCE, CALIF. - (BUSINESS WIRE) - December 24, 2003 - Farmer Bros. Co.
(NASDAQ:FARM) announced today that it has purchased the 443,845 shares of its
common stock held by the Crowe Family and related trusts for approximately
$110.96 million or approximately $250 per share. The purchase is part of a
settlement of all outstanding issues between the Crowe and Farmer families
and was approved today by California's Superior Court for Los Angeles County.
Concurrently with the purchase, the Company has offered its Employee Stock
Ownership Plan (ESOP) the opportunity to purchase approximately 125,000
shares at the same price, fulfilling its previously announced authorization
for the ESOP to purchase 300,000 shares in the aggregate. The ESOP's purchase
of these shares is subject to approval of the ESOP's directed institutional
trustee. After giving effect to the Crowe family purchase, and assuming
approval by the ESOP trustee, the ESOP will own 18.7% of the Company's shares
outstanding, the Farmer family will hold 39.6% of the shares, leaving
ownership of the remaining public shareholders at 41.7%.
The Company also announced a modification of the structure of its ESOP. As
before, the employees who have been awarded shares under the ESOP will vote
their shares on all proxy matters. In addition, the shares held by the ESOP
that have not been voted by employees or allocated to employees, which
previously had been voted by a management committee, will in the future be
voted in proportion to the votes that employees cast for their allocated
shares.
This "pass-through" voting of all ESOP shares will be in effect for the
upcoming Annual Meeting of Shareholders, now scheduled for Jan. 21, 2004 with
a record date of Dec. 29, 2003. In addition, the administration of the ESOP
has been transitioned to a committee of three Directors, two of whom are
independent members of the Company's Board of Directors.
"The Board determined that the opportunity to purchase shares at this price
was a prudent use of some of the company's cash. This agreement removes a
distraction as management explores additional steps to enhance shareholder
value," said Roy E. Farmer, Chief Executive Officer. "We are especially
pleased that the changes in the ESOP will give employees an increasingly
significant and independent say in the future of their Company."
The Company has retained Credit Suisse First Boston LLC to assist it in
continuing to explore its strategic options to improve its earnings outlook.
Options under ongoing consideration include - subject to market conditions
and available opportunities - potential acquisitions, additional share
repurchases and extraordinary dividends. While the company retains cash and
equivalents of more than $190 million, which can be used to pursue such
strategies and protect its existing business, there can be no assurance that
any of such options will be implemented. The Company is not currently
pursuing a "going private" transaction or the sale of the Company, but may
decide to do so in the future.
The Board of Directors also approved in principle a 10-for-one stock split in
the Company's shares, which is designed to improve trading liquidity for
existing shareholders. The implementation of the split is subject to
shareholder approval of the Delaware reincorporation proposal, which
authorizes enough shares to enable this split. The Company intends to
implement the split as soon as practical after the annual shareholders'
meeting, if such approval is obtained.
Farmer Bros. Co. is an institutional coffee roaster that sells a variety of
coffee and allied products to the food service industry. The company's
signature trucks and vans bearing the "Consistently Good" logo are seen
throughout Farmer Brothers' 28-state service area. Farmer Bros. has paid a
dividend for 50 consecutive years, increased the dividend in each of the last
seven consecutive years, and its stock price has grown from $18 in 1980 to
over $300 a share today. The company's common stock is traded on the NASDAQ
National Market System under the symbol "FARM."
Contact:
Jim Lucas
Abernathy MacGregor Group
(213) 630-6550