SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
Farmer Brothers Co.
(Name of Issuer)
Common Stock, par value $1
(Title of Class of Securities)
307675108
(CUSIP Number)
David Winters
Franklin Mutual Advisers, LLC
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078
973.912.2177
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 31, 2003
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-l(b)(3) or (4), check the following box [X].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Franklin Mutual Advisers, LLC
2. CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a)[
] (b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
See Item 3
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
184,688 (See Item 5)
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER
184,688 (See Item 5)
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
184,688 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.6% (See Item 5)
14. TYPE OF REPORTING PERSON IA
This Amendment No. 6 (this "Amendment") amends and supplements the Schedule 13D
filed on November 21, 2000 of the Reporting Persons, as amended by Amendment No.
1 thereto, filed on April 18, 2002, Amendment No. 2 thereto, filed on June 27,
2002, Amendment No. 3 thereto, filed July 30, 2002, Amendment No. 4 thereto,
filed September 19, 2002 and Amendment No. 5 thereto, filed April 29, 2003 with
respect to the common stock, par value $1.00 per share (the "Common Stock"), of
Farmer Brothers Co., a California corporation (the "Issuer"). All capitalized
terms used in this Amendment and not otherwise defined herein have the meanings
ascribed to such terms in the Schedule 13D.
Items 4 and 5 of the Schedule 13D are hereby amended in their entirety as
follows:
The securities covered by this Statement were acquired by FMA's advisory clients
for the purpose of investment. Neither FMA nor any executive officer or director
of FMA has any present plans or intentions to acquire or dispose of any
securities of the Issuer other than on behalf of FMA's clients for the purpose
of investment.
FMA has, on behalf of its advisory clients, submitted a proposal to the Company
for inclusion in the Company's proxy statement for the next meeting of
stockholders. The proposal and a supporting statement is included in FMA's
letter to the Company dated July 31, 2003, a copy of which is attached as
Exhibit G and is incorporated herein.
FMA may decide to purchase on behalf of its advisory clients additional shares
of the Common Stock or other securities of the Issuer. In addition, FMA may
cause its advisory clients to dispose of any or all securities of the Issuer in
any manner permitted by applicable securities laws. FMA's advisory clients
reserve the right to exercise any and all of their respective rights as a
stockholder of the Issuer in a manner consistent with their equity interests.
Other than as described above, neither FMA nor any executive officer or director
of FMA, has any present plans or proposals which relate to or would result in:
(i) an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries;
(ii) the sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries;
(iii) any change in the present board of directors or management of the Issuer,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the board;
(iv) any material change in the present capitalization or dividend policy of the
Issuer;
(v) any other material change in the Issuer's business or corporate structure;
(vi) changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
(vii) causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association;
(viii) a class of equity security of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(ix) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a-b) One or more of FMA's advisory clients is the owner of 184,688 shares of
the Common Stock. Investment advisory contracts with FMA's advisory clients
grant to FMA sole voting and investment discretion over the securities owned by
its advisory clients. Therefore, FMA may be deemed to be, for purposes of Rule
13d-3 under the 1934 Act (the "1934 Act"), the beneficial owner of 184,688
shares, representing approximately 9.6% of the outstanding shares of Common
Stock.
FMA is an indirect wholly owned subsidiary of Franklin Resources, Inc. ("FRI").
Beneficial ownership by investment advisory subsidiaries and other affiliates of
FRI is being reported in conformity with the guidelines articulated by the SEC
staff in Release No. 34-39538 (January 12, 1998) relating to organizations, such
as FRI, where related entities exercise voting and investment powers over the
securities being reported independently from each other. The voting and
investment powers held by FMA are exercised independently from FRI, and from all
other investment advisor subsidiaries of FRI (FRI, its affiliates and investment
advisor subsidiaries other than FMA are collectively referred to herein as "FRI
affiliates"). Furthermore, FMA and FRI internal policies and procedures
establish informational barriers that prevent the flow between FMA and the FRI
affiliates of information that relates to the voting and investment powers over
the securities owned by their respective advisory clients. Consequently, FMA and
the FRI affiliates are each reporting the securities over which they hold
investment and voting power separately from each other.
Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders")
each own in excess of 10% of the outstanding Common Stock of FRI and are the
principal shareholders of FRI. However, FMA exercises voting and investment
powers on behalf of its advisory clients independently of FRI, the Principal
Shareholders, and their respective affiliates. Consequently, beneficial
ownership of the securities being reported by FMA is not attributed to FRI, the
Principal Shareholders, and their respective affiliates other than FMA. FMA
disclaims any economic interest or beneficial ownership in any of the securities
covered by this statement.
Furthermore, FRI, the Principal Shareholders, and their respective affiliates
including FMA, are of the view that they are not acting as a "group" for
purposes of Section 13(d) under the Act and that they are not otherwise required
to attribute to each other the "beneficial ownership" of securities held by any
of them or by any persons or entities advised by FRI subsidiaries.
(c) FMA engaged in the following transactions in the shares of the Common Stock
within the past sixty days: a sale of 69 shares at $339.07 per share on July 28,
2003.
(d) No person other than respective advisory clients of FMA have the right to
receive or the power to direct the receipt of dividends from, or the proceeds of
the sale of the securities being reported herein.
(e) Not applicable.
Item 7 is amended by adding the following:
Item 7. Materials to be filed as Exhibits
Exhibit G: July 31, 2003 from Franklin Mutual Advisers, LLC to John E. Simmons
After reasonable inquiry, and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete, and correct.
August 1, 2003
Franklin Mutual Advisers, LLC
By: Franklin/Templeton Distributors, Inc.
Its Managing Member
/s/Leslie M. Kratter
LESLIE M. KRATTER
Secretary
EXHIBIT G
[FRANKLIN MUTUAL ADVISERS, LLC LETTERHEAD]
July 31, 2003
BY OVERNIGHT EXPRESS DELIVERY
(via fax to 310.320.2436)
John E. Simmons
Secretary and Treasurer
Farmer Bros. Co.
20333 South Normandie Avenue
Torrance, CA 90502
ph: 310.787.5200
Dear Mr. Simmons:
We, Mutual Beacon Fund and Mutual Discovery Fund (together, the "Funds"), each a
series of Franklin Mutual Series Fund Inc., are the record owners of shares of
Farmer Bros. Co. (the "Company") having a market value of more than $2,000, and
have been record owners continuously for more than a year. We intend to continue
ownership of such shares through the date of the next annual meeting of
stockholders. We are submitting the attached proposal and supporting statement
pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended,
for inclusion in the Company's proxy statement for the next meeting of
stockholders. We intend to present the proposal at the meeting, personally or
through a qualified representative. Please let us know, at the mailing address
shown on this letterhead, if you require any additional information.
Very truly yours,
MUTUAL BEACON FUND
MUTUAL DISCOVERY FUND
By: FRANKLIN MUTUAL ADVISERS, LLC
---------------------------------------
Name: David Winters
Title: President, CEO & CIO
Ph: 973.912.2177
PROPOSAL: INDEMNIFICATION OF DIRECTORS
RESOLVED, that it is not proper for Farmer Bros. Co. (the "Company") to
indemnify the current and former directors named below against expenses,
judgments, fines, settlements and other amounts incurred in connection with any
threatened, pending or completed action or proceeding, whether civil, criminal,
administrative or investigative, concerning violations of law or breaches of
duty during the period from July 2002 until the date of this resolution relating
to (a) disclosures of information to investors, (b) compliance with the
Investment Company Act of 1940, or (c) actions to benefit the Company's
controlling persons which are not in the best interests of all of the Company's
shareholders, because these directors did not meet the applicable standards of
conduct established by the California Corporations Code and the Company's
Bylaws:
John M. Anglin,
Guenter W. Berger,
Lewis A. Coffman,
Roy E. Farmer,
Roy F. Farmer,
Thomas A. Maloof,
John H. Merrell, and
John Samore, Jr.
SUPPORTING STATEMENT
As shareholders, we have the right under Section 317(e)(3) of the California
Corporations Code ("CCC") to decide, in the absence of a court decision, whether
our Company's funds should be used to indemnify directors for their litigation
expenses. (Shares owned by the directors to be indemnified are not entitled to
vote on this resolution.)
This resolution gives you, the shareholders, the ability to exercise that right.
Without this resolution, the directors themselves could choose lawyers (and pay
them with your Company's funds) to determine whether the Company should
indemnify the directors.
Adopting this resolution will not be unfair to any director who can establish
that he actually deserves indemnification. The directors will still have the
right to be fully indemnified under CCC317(d) if they succeed on the merits in
defense of any claim, or under CCC317(e)(4) if a court determines that the
director met the applicable standards of conduct.
The CCC defines the standards of conduct as requiring directors to act in good
faith and, under CCC317(b), in the best interests of the Company, or under
CCC317(c), in the best interests of the Company and its shareholders. And both
CCC204 and Article VI, Section 2(b) of the Company's Bylaws specifically
prohibit indemnification of directors for "acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of duty to the
Company or its shareholders."
You can decide for yourself, based on the information available to you, whether
or not you believe these directors who accepted a fiduciary duty to protect the
interests of ALL shareholders have always acted in the best interests of those
of us who have a right to rely upon them. If you believe they haven't, you
should vote for this resolution and prevent them from being able to use your
money to pay their costs of claims unless a court decides they have a right to
it.