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Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
FARMER BROS. CO.
......................................................................
(Name of Registrant as Specified In Its Charter)
......................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction
applies:
............................................................
(2) Aggregate number of securities to which transaction
applies:
.......................................................
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee
is calculated and state how it was determined):
.......................................................
(4) Proposed maximum aggregate value of transaction:
.......................................................
(5) Total fee paid:
.......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
.......................................................
(2) Form, Schedule or Registration Statement No.:
.......................................................
(3) Filing Party:
.......................................................
(4) Date Filed:
Farmer Bros. Co.
20333 South Normandie Avenue
Torrance, California 90502
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held December 26, 2002
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Farmers Bros. Co. will be held at the main office of the Company located at
20333 South Normandie Ave., Torrance, California, on Thursday, December 26,
2002 at 10:00 a.m., Pacific Standard Time, for considering and acting upon
the following:
1. The election of a board of six directors to serve until the next Annual
Meeting or until their successors are duly elected and qualify;
2. The approval of Ernst & Young LLP as the independent public accountants
of Farmer Bros. Co. for the fiscal year ending June 30, 2003;
3. A shareholder proposal to amend the Company's Bylaws; and
4. Any and all other matters that may properly come before the meeting or
any adjournment thereof.
Only holders of common stock of record at the close of business on
November 26, 2002 will be entitled to notice of and to vote at the meeting
and any adjournments thereof.
MANAGEMENT HOPES YOU WILL ATTEND THE MEETING, BUT IF YOU CANNOT BE
THERE, PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY.
John E. Simmons,
Secretary and Treasurer
Torrance, California
December 2, 2002
Farmer Bros. Co.
20333 South Normandie Avenue
Torrance, California 90502
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation
by the Board of Directors (the "Board") of proxies from holders of common
stock of Farmer Bros. Co., a California corporation (hereinafter referred to
as the "Company"), for the Annual Meeting of Shareholders of the Company to
be held at 20333 South Normandie Avenue, Torrance, California on Thursday,
December 26, 2002 at 10:00 a.m., Pacific Standard Time, and for any
adjournment thereof.
The cost of soliciting proxies by the Board will be borne by the
Company. Such solicitation will be made primarily by mail. In addition,
certain directors, officers or regular employees of the Company may solicit
proxies by telephone or other device or in person.
The mailing of proxy materials will commence on or about December 2,
2002. The Company will request known nominees to forward proxy materials to
the beneficial owners of the Company's shares.
On the November 26, 2002 record date, the Company had outstanding
1,926,414 shares of common stock. The Company has no other class of
securities outstanding. Only holders of shares of common stock of record at
the close of business on that date will be entitled to notice of and to vote
at the meeting or any adjournment thereof, and each such holder present or
represented at the meeting will be entitled to one (1) vote for each share
of common stock held. In electing directors a shareholder may not cumulate
his or her vote.
Shares of common stock represented by proxies received will be voted:
(1) unless authority is withheld, for the election of the nominees listed on
page 4 as directors; (2) unless otherwise specified, for the appointment of
Ernst & Young LLP as the Company's independent public accountants for the
ensuing year; and (3) unless otherwise specified, against the shareholder
proposal to amend the Company's Bylaws. In the event that one or more of
said nominees should become unavailable to serve as a director for any
reason, the proxy holders will vote the shares for such other person, if
any, as shall be designated by the Board of Directors.
Any proxy delivered in the form enclosed may be revoked by the person
executing it at any time prior to the voting thereof by giving a later-dated
proxy or written notice of revocation to the Company or by voting in person
or through a representative at the meeting.
OWNERSHIP OF COMMON STOCK
Principal Shareholders
The following are all persons known to management who own beneficially
more than 5% of the Company's common stock (as of November 15, 2002):
Amount and Nature Percent
Name and Address of of Beneficial of
Beneficial Owner Ownership (1) Class
Roy F. Farmer 835,071 shares (2) 43.35%
c/o Farmer Bros. Co.
20333 South Normandie Ave.
Torrance, California 90502
Catherine E. Crowe 203,430 shares (3) 10.56%
c/o Farmer Bros. Co.
20333 South Normandie Ave.
Torrance, California 90502
Franklin Mutual Advisers, LLC 184,688 shares (4) 9.57%
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078
Farmer Bros. Co. 127,154 shares (5) 6.60%
Employee Stock Ownership Plan
20333 South Normandie Ave.
Torrance, California 90502
(1) Sole voting and investment power unless otherwise indicated in the
following footnotes.
(2) Includes 171,041 shares owned outright by Mr. Farmer and his wife as
trustees of a revocable living trust, 662,121 shares held by various trusts
of which Mr. Farmer is sole trustee, for the benefit of family members,
1,849 shares owned by his wife and 60 shares beneficially owned by Mr.
Farmer through the Company's Employee Stock Ownership Plan ("ESOP"), rounded
to the nearest whole share.
(3) Excludes 9,900 shares held by trusts for Mrs. Crowe's benefit. Mr.
Farmer is sole trustee of said trusts and said shares are included in his
reported holdings.
(4) According to a Schedule 13D/A filed with the Securities and Exchange
Commission dated September 19, 2002 by Franklin Mutual Advisers, LLC
("Franklin"), Franklin on that date beneficially owned 184,688 shares
(9.57%). Franklin is reported to have sole voting and investment power over
these shares pursuant to certain investment advisory contracts with one or
more record shareholders, which advisory clients are the record owners of
the 184,688 shares.
(5) The ESOP plan committee, comprised of Company officers, directs the
voting of 127,154 unallocated shares and if plan participants fail to vote,
15,600 allocated shares.
Management Shareholdings
The following sets forth the beneficial ownership of the common stock
of the Company by each director and nominee, each executive officer named in
the Summary Compensation Table, and all directors and executive officers as
a group as of November 15, 2002:
Name Number of Shares and Nature of Percent of Class
Beneficial Ownership (1)
Roy F. Farmer (See "Principal Shareholders," supra)
Guenter W. Berger 560 (2) (8) *
Lewis A. Coffman 15 (3) *
Roy E. Farmer 38,271 (4) (8) 1.99%
John M. Anglin None -
Kenneth R. Carson 310 (5) (8) *
John E. Simmons 422 (6) (8) *
John H. Merrell None -
All directors and executive 1,001,803 (7) 52%
officers as a group
(8 persons)
(1) Sole voting and investment power unless indicated otherwise in
following footnotes.
(2) Held in trust with voting and investment power shared by Mr. Berger and
his wife. Includes 60 shares beneficially owned by Mr. Berger through the
Company's ESOP, rounded to the nearest whole share.
(3) Voting and investment power shared with spouse.
(4) Includes 4,000 shares owned outright by Mr. Farmer, 34,211 shares held
by various trusts of which Mr. Farmer is sole trustee and 60 shares
beneficially owned by Mr. Farmer through the Company's ESOP, rounded to the
nearest whole share. Excludes 21,218 shares held in a trust of which Roy F.
Farmer is sole trustee (reported under Roy F. Farmer's name in Principal
Shareholders, supra) and of which Roy E. Farmer is the beneficiary.
(5) Includes 60 shares beneficially owned by Mr. Carson through the
Company's ESOP, rounded to the nearest whole share.
(6) Voting and investment power shared with spouse. Includes 60 shares
beneficially owned by Mr. Simmons through the Company's ESOP, rounded to the
nearest whole share.
(7) Includes 127,154 unallocated shares held by the Company's ESOP over
which officers, as members of the plan committee, have shared indirect
voting power. Excludes 15,600 allocated shares held by the Company's ESOP
over which plan committee members have voting rights only if the
participants fail to vote.
(8) Excludes ESOP shares (other than the 60 shares reported) over which
this officer, in his capacity as a member of the plan committee, shares
indirect voting power. The excluded unallocated ESOP shares are included in
the group holdings. See footnote (7).
* Less than 1%.
PROPOSAL ONE:
ELECTION OF DIRECTORS
Six directors are to be elected at the meeting, each to serve for the
ensuing year and until his successor is elected and qualifies. All of the
nominees are presently directors of the Company. All of the present
directors were elected to their current term by the shareholders. All of
the nominees have consented to be named and have indicated their intent to
serve if elected. None of the nominees is a director of any other publicly-
held company. The names of the nominees for election as directors are set
forth below, and the following information is furnished with respect to
them:
Name Age Served as a Principal Occupation for the Last
Director Five Years
Continuously Since
Roy F. Farmer (1) 86 1951 Chairman and Chief Executive Officer
Roy E. Farmer (1) 50 1993 President and Chief Operating Officer
Guenter W. Berger 65 1980 Vice President-Production
Lewis A. Coffman 83 1983 Retired (formerly Vice President-Sales)
John M. Anglin (2)55 1985 Partner in Law Firm of Anglin,
Flewelling, Rasmussen, Campbell &
Trytten LLP, Pasadena, California since
April 2002 (partner in the law firm
Walker, Wright, Tyler & Ward, LLP, Los
Angeles, California previously)
John H. Merrell 58 2001 Partner in Accounting Firm of
Hutchinson and Bloodgood LLP,
Glendale,California
(1) Roy F. Farmer is the father of Roy E. Farmer.
(2) Anglin, Flewelling, Rasmussen, Campbell & Trytten LLP provides legal
services to the Company.
Recommendation:
Your Board of Directors recommends a vote FOR the election of all
nominees named above.
PROPOSAL TWO:
APPROVAL OF PUBLIC ACCOUNTANTS
The Board of Directors, on the recommendation of its Audit Committee,
has selected the firm of Ernst & Young LLP as the Company's independent
public accountants for the fiscal year ending June 30, 2003. Shareholder
approval of this selection is not legally required but is being submitted as
a matter of policy. Ernst & Young LLP was retained in 1997 as the Company's
independent public accountants. It has no direct financial interest or any
material indirect financial interest in the Company or its subsidiaries.
During the past three years, it has had no connection with the Company or
its subsidiaries in the capacity of promoter, underwriter, voting trustee,
director, officer or employee.
Representatives of Ernst & Young are expected to be present at the
Annual Meeting. They will have the opportunity to make a statement, if they
desire to do so, and are expected to be available to respond to appropriate
questions concerning the audit for the fiscal year ended June 30, 2002.
Audit Fees
The aggregate fees billed by Ernst & Young LLP for professional
services rendered for the audit of the Company's annual financial statements
for the fiscal year ended June 30, 2002 and for the reviews of the financial
statements included in the Company's Quarterly Reports on Form 10-Q for that
fiscal year were $134,000.
Financial Information Systems Design and Implementation Fees
During the year ended June 30, 2002, Ernst & Young LLP did not provide the
Company with any services related to financial information systems design
and implementation.
All Other Fees
The aggregate fees for all other services rendered by Ernst & Young
LLP during the year ended June 30, 2002 were $99,627 for various tax,
business and accounting consultation services, including audits of the
Company's pension plans. The Audit Committee has considered the effect of
providing these services on the independence of Ernst & Young LLP.
Recommendation:
Your Board of Directors recommends a vote FOR the approval of Ernst &
Young LLP.
PROPOSAL THREE:
SHAREHOLDER PROPOSAL TO AMEND THE COMPANY'S BYLAWS
Franklin Mutual Advisers, LLC, 51 John F. Kennedy Parkway, Short Hills, New
Jersey, 07078, the beneficial owner of 184,688 shares of common stock of the
Company, has notified the Company that it intends to present the following
proposal at this year's Annual Meeting:
"It is proposed that the Company's Bylaws be amended by adding a new
section to Article VIII General Corporate Matters, to state the following:
"Section 10: The corporation shall conduct its business as an
investment company subject to the Investment Company Act of 1940."
Shareholder's Supporting Statement
"The purpose of this proposal is to require separate and more
effective management of what has become two distinct businesses: a food
industry operation which has stopped growing, and a securities portfolio
which has continued growing. With a steadily increasing amount of
shareholder assets simply accumulating over decades in an unused reserve
fund -- reaching $282 million or 69.5% of total corporate assets at March
31, 2002 -- Farmer Bros. appears to have become a de facto investment
company, but without the benefits of being registered as one.
"Registering as an investment company and complying with the
Investment Company Act of 1940 ('ICA') will provide shareholders with
significant benefits for their fund portfolio, including the regulatory
oversight of the U.S. Securities and Exchange Commission and potentially
more favorable tax treatment. Most importantly, the ICA establishes:
* clearly defined fiduciary responsibilities of independent directors (who
are not 'interested' as defined by the ICA) for safeguarding shareholder
interests;
* independent director responsibility for retaining professionally competent
management of the Company's investment assets;
* detailed, thorough reporting of all investments, including performance;
and,
* control and disclosure of expenses and relationships associated with the
management of investment assets.
"Without ICA compliance, as the Company is now conducted, public
shareholders do not have sufficient information to know how well or badly
their assets are being managed. This is not acceptable.
"Compliance with the ICA should also encourage a more focused
attention to the Company's coffee processing and food distribution
enterprise. Viewing these operations as a separately managed entity with its
own strategic direction should enhance the ability of the Company's managers
to realize the full potential of those businesses. It will also make these
operations more visible and understandable to the Company's public
shareholders.
"Finally, compliance with the ICA should be expected to encourage
management's consideration of strategic alternatives for restructuring the
Company's separate operations. This proposal is not intended to advocate a
particular restructuring objective, whether distributing cash, buying back
stock, acquiring additional businesses, spinning off either the investment
fund or business operation, or selling the Company. However, we believe that
this proposal, if approved by shareholders, would lead to an independent
board giving rigorous consideration of all relevant alternatives for
enhancing shareholder value."
Recommendation:
Your Board of Directors recommends a vote AGAINST the shareholder
proposal to amend the Company's Bylaws.
OTHER MATTERS
Voting Requirements
Under the California General Corporation Law and the Company's Bylaws,
the nominees receiving the highest number of votes will be elected as
directors of the Company. The appointment of the independent public
accountants requires the affirmative vote of a majority of those shares
represented at the meeting in person or by proxy. The shareholder proposal
to amend the Company's Bylaws requires the affirmative vote of a majority of
the outstanding shares. A quorum consisting of a majority of the
outstanding shares of common stock must be present at the meeting in person
or by proxy to transact business. Votes will be counted by those persons
appointed to act as inspectors of the election. Abstentions and broker non-
votes will not be counted as voted either "for" or "against" any matter but
will be counted in determining whether a quorum exists.
Director Meetings
The Board met four times during fiscal 2002. Roy F. Farmer attended
two of the four meetings. Each director who is not an employee of the
Company receives an annual retainer fee of $10,000 and the additional sum of
$1,000 for each board meeting and committee meeting (only if such committee
meeting is not held in conjunction with a board meeting). Such directors may
also receive reimbursement of travel expenses from outside the greater Los
Angeles area to attend a meeting.
Compensation Committee Report
The Compensation Committee, comprised of Messrs. Anglin, Coffman and
Merrell, met once in fiscal 2002. The Compensation Committee makes all
determinations with respect to executive compensation and administers the
Company's Incentive Compensation Plan.
* Compensation Philosophy and Objectives
The Committee believes that once base salaries of executive officers
are established at competitive levels, increases should generally reflect
cost of living changes and that individual performance should be rewarded by
bonuses or other incentive compensation awards. The Committee believes that
most of the officers will be incentivized to a greater degree by such a
program.
* Chief Executive Officer Compensation
In 1999 the Committee obtained a competitive compensation study
prepared by Ernst & Young LLP relating to Roy F. Farmer's compensation. The
study concluded that the total direct compensation paid to CEO's of
companies deemed comparable by Ernst & Young LLP was in the range of
$669,700 to $1,444,000. The term "total direct compensation", as used in
the Ernst & Young LLP study, does not include retirement benefits (including
pension plans, 401(k) plans, deferred compensation plans and supplemental
retirement plans or split-dollar life insurance programs) typically provided
to CEO's of successful companies. The Committee determined that the
retirement benefits provided to Mr. Farmer were well below those provided to
CEO's of comparable companies.
The Committee determined that Roy F. Farmer's salary for the fiscal
year ended June 30, 2002, excluding the award under the Company's Incentive
Compensation Plan (see below), be $1,000,000. This represents no change from
fiscal years 2001 and 2000.
* Incentive Compensation Plan
The Company made awards under its Incentive Compensation Plan (the
"Plan") for fiscal 2002 to all executive officers. The Committee felt that
awards were justified in light of the Company's performance in 2002.
Under the provisions of the Plan, a percentage of the Company's annual
pre-tax income is made available for cash or deferred awards. The
percentage varies from three percent of pre-tax income over $14 million to
six percent of pre-tax income of $24 million or more. Amounts available for
awards but not awarded are carried forward. The pool available for awards
for fiscal 2002 under the Incentive Compensation Plan was in excess of $15
million. Of the available pool, the Committee awarded a total of $1 million
of which $450,000 was awarded to Roy F. Farmer, the Company's Chief
Executive Officer, and $550,000 in toto was awarded to the other executive
officers.
The award to Roy F. Farmer is payable in five annual installments
commencing upon retirement. The unpaid balance of the award is payable upon
death. Under the terms of the Plan, the unpaid balance of deferred awards
is increased by a growth factor keyed to the Company's average return on
invested funds. Under Plan provisions, the unpaid portion of deferred
awards is forfeited in the event the recipient engages in activities
competitive with the Company or is guilty of malfeasance.
In making the award to Roy F. Farmer, the Committee was motivated
primarily by the earnings achieved by the Company in 2002 and Mr. Farmer's
substantial contribution to those earnings.
John M. Anglin
Lewis A. Coffman
John H. Merrell
Audit Committee Report
Messrs. Anglin, Coffman and Merrell presently constitute the Audit
Committee. The Audit Committee met four times in fiscal 2002. All of the
present members of the Audit Committee are independent as defined by the
applicable NASDAQ rules. The Audit Committee operates under a charter
adopted by the Board of Directors. Its primary responsibility is to oversee
the Company's financial reporting process. For fiscal 2002, the Audit
Committee has reviewed and discussed the Company's audited financial
statements with management, has discussed with the independent accountants
the matters required to be discussed by SAS 61, has received the written
disclosure and the letter from the independent accountants required by
Independence Standards Board Standard No.1 and has discussed with the
independent accountants the independent accountants' independence, and based
on the foregoing review and discussions, approved the inclusion of the
audited financial statements in the Company's report on Form 10-K for the
year ended June 30, 2002 for filing with the Securities and Exchange
Commission.
John M. Anglin
Lewis A. Coffman
John H. Merrell
Summary Compensation Table
The following table sets forth all remuneration paid to the Chief
Executive Officer and the four other most highly compensated officers whose
total compensation during the last fiscal year exceeded $100,000, for
services in all capacities to the Company and its subsidiaries.
Annual
Name and Fiscal Compensation Other Annual All Other
Principal Position Year Salary Bonus(1)Compensation Compensation(2)
ROY F. FARMER 2002 $1,000,000 $450,000 $ - $138,315 (3)
Chairman and CEO 2001 $1,000,000 $450,000 $ - $117,482 (3)
2000 $1,000,000 $500,000 $ - $104,721 (3)
ROY E. FARMER 2002 $ 325,730 $300,000 $ - $425
President and COO 2001 $ 309,000 $300,000 $ - $383
2000 $ 302,933 $250,000 $ - $343
GUENTER W. BERGER 2002 $ 238,113 $100,000 $ - $630
Vice President, 2001 $ 224,149 $100,000 $ - $570
Production 2000 $ 221,561 $100,000 $ - $520
KENNETH R. CARSON 2002 $ 208,544 $ 75,000 $ - $384
Vice President, 2001 $ 197,080 $ 75,000 $ - $356
Sales 2000 $ 194,805 $ 75,000 $ - $331
JOHN E. SIMMONS 2002 $ 188,584 $ 75,000 $ - $148
Secretary - 2001 $ 178,849 $ 75,000 $ - $181
Treasurer 2000 $ 175,114 $ 75,000 $ - $166
(1) Awarded under the Company's Incentive Compensation Plan. The awards for
fiscal 2002 were based primarily upon the Company's earnings achieved that
year. Roy F. Farmer's award has been deferred until death or retirement.
The awards to the other officers were paid currently (See "Compensation
Committee Report," supra.).
(2) Except as stated in footnote (3) the amount shown represents the dollar
value of the benefit to the executive officer for the years shown under the
Company's executive life insurance plan.
(3) The amount shown for Roy F. Farmer represents P.S. 58 costs of the two
split-dollar life insurance policies purchased pursuant to the prior
employment agreement with Mr. Farmer which expired in 1998 plus the dollar
value of the benefit to him under the Company's executive life insurance
plan.
Retirement Plan
The following table shows estimated annual benefits payable for the
2002 plan year under the Company's retirement plan upon retirement at age 62
to persons at various average compensation levels and years of credited
service based on a straight life annuity. The retirement plan is a
contributory defined benefit plan covering all non-union Company employees.
The following figures assume that employee contributions (2% of annual gross
earnings) are made throughout the employees' first five years of service and
are not withdrawn. After five years of participation in the plan, employees
make no further contributions. Benefits under a predecessor plan are
included in the following figures. Maximum annual combined benefits under
both plans generally cannot exceed the lesser of $200,000 or the average of
the employee's highest three years of compensation.
Annualized Pension Compensation for Highest 60 Consecutive Months
in Last Ten Years of Employment
Credited Years of Service
Compensation 20 25 30 35
$100,000 $30,000 $37,500 $45,000 $52,500
125,000 37,500 46,875 56,250 65,625
150,000 45,000 56,250 67,500 76,750
170,000 52,500 65,625 78,750 91,875
200,000 60,000 75,000 90,000 105,000
250,000 60,000 75,000 90,000 105,000
The earnings of executive officers by which benefits in part are
measured consist of the amounts reportable under "Annual Compensation" in
the Summary Compensation Table less certain allowance items (none in 2002).
Credited years of service through December 31, 2001 were as follows:
Guenter W. Berger - 37 years; Roy E. Farmer - 25 years; Kenneth R. Carson -
36 years; John E. Simmons - 20 years. After 37 years of credited service,
Roy F. Farmer began receiving maximum benefits during fiscal 1988.
The above straight life annuity amounts are not subject to deductions
for Social Security or other offsets. Other payment options, one of which
is integrated with Social Security benefits, are available.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee is comprised of John M. Anglin, a director,
Lewis A. Coffman, a director and retired executive officer of the Company,
and John H. Merrell, a director.
Performance Graph
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
Farmer Brothers Co., Russell 2000 Index And Value Line
Food Processing Index
(Performance Results Through 6/30/02)
(graph)
1997 1998 1999 2000 2001 2002
Farmer Brothers Co. 100.00 191.78 164.68 144.78 189.44 298.02
Russell 2000 Index 100.00 116.13 117.14 132.38 129.50 116.87
Food Processing 100.00 134.95 129.38 134.32 163.58 201.16
Assumes $100 invested at the close of trading 6/30/96 in Farmer
Brothers Co. common stock, Russell 2000 Index, and Food Processing.
*Cumulative total return assumes reinvestment of dividends.
Source: Value Line, Inc.
Factual material is obtained from sources believed to be reliable,
But the publisher is not responsible for any errors or omissions
contained herein.
Closing date for proposals by shareholders
Proposals of shareholders intended to be presented at the Company's
2003 Annual Meeting of Shareholders must be submitted, in writing, to the
Secretary of the Company no later than August 4, 2003.
Compliance with Section 16(a) of the Exchange Act
Based on a review of filings received by it and a representation from
Company officers and directors, the Company believes that all filing
requirements applicable to Company officers and directors were met for
fiscal 2002.
Other Business
Management does not know of any other matters to be brought before the
meeting. However, if any other matters properly come before the meeting,
the persons named in the enclosed proxy will, when legally permitted, vote
said proxy in accordance with their judgment on such matters.
By Order of the Board of Directors
John E. Simmons
Secretary and Treasurer
December 2, 2002
PROXY
FARMER BROS. CO. ANNUAL MEETING OF SHAREHOLDERS, DECEMBER 26, 2002
This proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints ROY F. FARMER, GUENTER W. BERGER and LEWIS
A. COFFMAN, as Proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and to vote as designated below, all the
shares of common stock of Farmer Bros. Co. held of record by the
undersigned, at the annual meeting of shareholders to be held on December
26, 2002, and any adjournments thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS YOU HAVE INDICATED. IF
NO INDICATION HAS BEEN MADE, THE SHARES REPRESENTED BY THIS PROXY WILL BE
VOTED IN FAVOR OF ALL OF MANAGEMENT'S NOMINEES NAMED BELOW AND FOR ITEM 2
AND AGAINST ITEM 3.
You are requested to date and sign this proxy and return it in the enclosed
envelope. This proxy will not be used if you attend the meeting and vote in
person.
SHARES OF COMMON STOCK
NOTE: Please date this proxy and sign it exactly as your name or names
appear hereon, and return promptly in the enclosed envelope. Executors,
administrators, trustees, etc., should so indicate when signing. If the
signature is for a corporation, please sign full corporate name by
authorized officer. If shares are registered in more than one name, all
holders must sign.
(Continued, and to be marked, dated and signed, on the other side)
FOLD AND DETACH HERE
Item 1. ELECTION OF DIRECTORS
Nominees:
Roy F. Farmer
Roy E. Farmer
Guenter W. Berger
Lewis A. Coffman
John M. Anglin
John H. Merrell
FOR ALL WITHHELD FOR ALL
WITHHELD FOR: (write that nominee's name on the
space provided below)
Discretionary authority is conferred as to matters for
which a grant of such authority is proper.
Item 2. APPROVAL OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT
PUBLIC ACCOUNTANTS FOR FISCAL YEAR 2003
FOR AGAINST ABSTAIN
Item 3. SHAREHOLDER PROPOSAL TO AMEND THE COMPANY'S BYLAWS
FOR AGAINST ABSTAIN
Signature(s):
Date:
Note: Please sign as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.