FARMER BROS. CO. ANNUAL MEETING OF SHAREHOLDERS, NOVEMBER 28, 1994
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 November 28, 1994, and any
adjournments thereof.
PROPOSAL
1. PROPOSAL TO APPROVE AN AMENDMENT TO THE BYLAWS ELIMINATING CUMULATIVE
VOTING.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. ELECTION OF DIRECTORS
FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary below) [ ] listed below [ ]
ROY F. FARMER, ROY E. FARMER, GUENTER W. BERGER, LEWIS A. COFFMAN, CATHERINE E.
CROWE, JOHN M. ANGLIN
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided above.)
3. PROPOSAL TO APPROVE THE APPOINTMENT OF COOPERS & LYBRAND L.L.P. as the
independent public accountants of the Company.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(Please sign and date on the reverse side)
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS YOU HAVE INDICATED
ABOVE. IF NO INDICATION HAS BEEN MADE, THE SHARES REPRESENTED BY THIS PROXY
WILL BE VOTED IN FAVOR OF EACH OF THE ABOVE PERSONS AND PROPOSALS.
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.
DATED:_________________, 1994 __________________________________________________
SIGNATURE SIGNATURE IF HELD JOINTLY
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
Company, please sign
full corporate name by
authorized officer. If
shares are registered in
more than one name, all
holders must sign.
I will [ ] will not [ ] attend the shareholders annual meeting.
<PAGE>
FARMER BROS. CO.
20333 SOUTH NORMANDIE AVENUE
TORRANCE, CALIFORNIA 90502
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 28, 1994
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Farmer
Bros. Co. will be held at the main office of the Company located at 20333 South
Normandie Ave., Torrance, California, on Monday, November 28, 1994, at 10:00
o'clock a.m., Los Angeles time, for considering and acting upon the following:
1. The approval of an amendment to the Bylaws of Farmer Bros. Co. eliminating
cumulative voting;
2. The election of a board of six directors to serve until the next Annual
Meeting or until their successors are duly elected and qualify;
3. Approval of the appointment of Coopers & Lybrand L.L.P. as the independent
public accountants of Farmer Bros. Co. for the year ending June 30, 1995;
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 October
21, 1994, 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.
DAVID W. UHLEY
Secretary
Torrance, California
October 31, 1994
<PAGE>
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 of proxies from holders of common stock of Farmer Bros.
Co. (hereinafter called the "Company") for the Annual Meeting of Shareholders of
the Company to be held at 20333 South Normandie Avenue, Torrance, California, on
Monday, November 28, 1994, at 10:00 o'clock a.m., and for any adjournment
thereof.
The cost of soliciting proxies by the Board of Directors 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 October 31, 1994.
The Company will request known nominees to forward proxy materials to the
beneficial owners of the Company's shares.
On the October 21, 1994 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 vote for each share of common stock held. In
electing directors this year, a shareholder may cumulate his or her vote, in
which case each share entitles the holder to one vote times the number of
directors to be elected, and such votes may be cast for one nominee or
distributed among two or more nominees.
Shares of common stock represented by proxies received will be voted: (1)
unless otherwise specified, for approval of the amendment to the Company's
Bylaws eliminating cumulative voting; (2) unless authority is withheld, for the
election of the nominees listed on page 3 as directors, subject to the right of
the proxy holder to vote cumulatively; and (3) unless otherwise specified, for
approval of the appointment of Coopers & Lybrand L.L.P. as the Company's
independent public accountants for the ensuing year. 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.
<PAGE>
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 September 30, 1994):
Amount and Nature Percent
Name and Address of of Beneficial of
Beneficial Owner Ownership (1) Class
Roy F. Farmer 835,572 shares (2) 43.37%
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
According to a Schedule 13G filing with the Securities and Exchange
Commission dated February 15, 1994, filed by a group comprised of Quest Advisory
Corp., Quest Advisory Co. and Charles M. Royce, all of 1414 Avenue of the
Americas, New York, N.Y. 10019, Quest Advisory Corp. at that date owned
beneficially 168,925 shares (8.8%). Quest Advisory Corp. is reported to have
sole voting and investment power over these shares.
(1) Sole voting and investment power.
(2) Includes 173,451 shares owned outright by Mr. Farmer and his wife as
trustees of a revocable living trust, 577,258 shares held by various trusts
of which Mr. Farmer is sole trustee and 84,863 shares held in the estate of
Mrs. Elizabeth H. Farmer of which Mr. Farmer is the sole executor and as to
which shares Mr. Farmer disclaims beneficial ownership. Excludes 1,794
shares owned by his wife in which Mr. Farmer disclaims any beneficial
interest, and excludes shares held by a family trust of which Mr. Farmer
formerly was trustee and which shares formerly were reported by Mr. Farmer.
(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.
<PAGE>
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:
Number of Shares Percent
and Nature of of
Name Beneficial Ownership (1) Class
Roy F. Farmer (See "Principal Shareholders," supra)
Guenter W. Berger 200 (2) *
Lewis A. Coffman 15 (3) *
Catherine E. Crowe (See "Principal Shareholders," supra)
Roy E. Farmer 34,201 (4) 1.8%
John M. Anglin None -
Kenneth R. Carson 89 *
John E. Simmons 118 *
All directors and executive
officers as a group (9 persons) 1,073,625 55.73%
___________________________
(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.
(3) Voting and investment power shared by Mr. Coffman and his wife.
(4) Includes 2,400 shares owned outright by Mr. Farmer and 31,801 shares held
by various trusts of which Mr. Farmer is sole trustee.
*less than 1%.
PROPOSAL ONE:
ELIMINATION OF CUMULATIVE VOTING
The Board of Directors recommends the elimination of cumulative voting
because it believes that each director should represent the common interests of
all shareholders, rather than the interests of a minority shareholder or group
of shareholders responsible for the election of such director. California law
permits certain publicly-traded corporations, with the approval of their
shareholders, to eliminate cumulative voting in the election of directors. Only
a small minority of states still requires that shareholders be permitted to
invoke cumulative voting.
CUMULATIVE VOTING
Cumulative voting in the election of directors may be invoked currently by
any shareholder of the Company who complies with statutory notice requirements.
Cumulative voting entitles shareholders to a number of votes per share of common
stock equal to the number of directors to be elected, and all nominees are voted
upon simultaneously. Holders of shares may cast all of their votes for a single
nominee or distribute them among two to more nominees.
<PAGE>
As a consequence of cumulative voting, a shareholder with a relatively
small number of voting shares may be able to elect one or more directors. For
example, if a shareholder were to give the appropriate notice, and six directors
were to be elected at an annual meeting, a shareholder holding 14.29% of the
voting shares could nominate and elect one director by cumulating and casting
his or her votes for one candidate. This is true even if shareholders holding
85.71% of the voting shares are opposed to the election of that candidate and
cast their votes to elect six other nominees.
Absent cumulative voting, a nominee cannot be elected without relatively
wide support, as shareholders are entitled to only one vote per share with the
nominee receiving the greatest number of votes being elected. Consequently the
holder or holders of a majority of the shares entitled to vote in an election of
directors will be able to elect all directors of the Company, and holders of a
substantial number of the shares may not be able to elect any directors.
REASONS FOR THE AMENDMENT
The Board believes that the elimination of cumulative voting is
advantageous to the Company and its shareholders because each director of a
publicly-held corporation has a duty to represent the interests of all
shareholders rather than any specific shareholder or group of shareholders. The
presence on the Board of Directors of one or more directors representing the
interests of a minority shareholder or group of shareholders could disrupt the
management of the Company and prevent it from operating in the most effective
manner. Furthermore, the election of directors who view themselves as
representing a particular minority constituency could introduce an element of
discord on the Board of Directors, impair the ability of the directors to work
effectively and discourage qualified independent individuals from serving as
directors. Providing for majority rule voting in the election of directors by
eliminating cumulative voting will help ensure that each director acts in the
best interests of all shareholders.
The proposal to eliminate cumulative voting is not being made in response
to any effort by a minority shareholder or group of shareholders to attain
representation on the Board of Directors or acquire greater influence in the
management of the Company's business, nor is the Company aware of any such
effort. Furthermore, it is not in response to any attempt to acquire control of
the Company, nor is the Company aware of any such attempt.
TEXT OF AMENDMENT
At the Annual Meeting, the Company's shareholders will be asked to approve
an amendment revising Paragraph 2, Section 8, Article II of the Company's Bylaws
to read as follows:
"No holder of any class of stock of the Corporation shall be
entitled to cumulate votes in connection with any election of
directors of the Corporation. This provision is in accordance
with Section 301.5 of the California Corporations Code."
RECOMMENDATION
The Board of Directors believes that this proposal is in the best interests
of the Company and its shareholders, and unanimously recommends a vote "FOR"
approval. Approval of the proposal requires the affirmative vote of the holders
of a majority of the Company's outstanding shares of common stock.
<PAGE>
PROPOSAL TWO:
ELECTION OF DIRECTORS
Six directors are to be elected at the meeting, each to serve for the
ensuing year and until his or her successor is elected and qualify. 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:
Served as a Director Principal
Name Age Continuously Since Occupation
Roy F. Farmer (1) 78 1951 Chairman and Chief
Executive Officer
Farmer Bros. Co.
Roy E. Farmer (1) 42 1993 President and Chief
Operating Officer
Farmer Bros. Co.
Guenter W. Berger 57 1980 Vice President -
Production
Farmer Bros. Co.
Lewis A. Coffman 75 1983 Retired (formerly Vice
President -
Sales, Farmer Bros. Co.)
Catherine E. Crowe (1) 76 1981 Private Investor
John M. Anglin (2) 47 1985 Partner in Law Firm of
Walker, Wright,
Tyler & Ward, Los Angeles
(1) Roy F. Farmer is the father of Roy E. Farmer. Roy F. Farmer and Catherine
E. Crowe are siblings.
(2) Walker, Wright, Tyler & Ward provides legal services to the Company.
PROPOSAL THREE:
APPROVAL OF PUBLIC ACCOUNTANTS
Subject to the approval of the shareholders, the firm of Coopers & Lybrand
L.L.P. has been appointed by the Board as the Company's independent public
accountants for the year ending June 30, 1995, subject to the Board's right to
change firms should it deem such a change to be in the best interests of the
Company. Coopers & Lybrand L.L.P. has audited the accounts of the Company since
1933. It has no direct financial interest or any material indirect financial
interest in the Company or its subsidiary. During the past three years, it has
had no connection with the Company or its subsidiary in the capacity of
promoter, underwriter, voting trustee, director, officer or employee.
A representative of Coopers & Lybrand L.L.P. is expected to be present at the
Annual Meeting to answer appropriate questions and to make a statement if he or
she desires to do so.
<PAGE>
RECOMMENDATION
The Board of Directors recommends a vote "FOR" approval of the appointment of
Coopers & Lybrand L.L.P.
OTHER MATTERS
VOTING REQUIREMENTS
Under the California General Corporation Law and the Company's Bylaws: the
approval of the amendment of the Company's Bylaws requires the affirmative vote
of a majority of the outstanding shares of the Company's common stock; the
nominees receiving the highest number of votes will be elected as directors of
the Company; and the approval of the public accountants requires the affirmative
vote of a majority of those shares represented at the meeting in person or by
proxy. 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.
DIRECTORS MEETINGS AND RELATED MATTERS
The Board of Directors met four times during fiscal 1994. No director
receives fees or expense reimbursements for his or her attendance at the
meetings, except Mr. Anglin who was paid an hourly fee of $250 for each meeting
attended. The Company has an Incentive Compensation Plan Committee which is
currently composed of Mrs. Crowe and Messrs. Berger and Coffman. Its function
is to administer the Company's Incentive Compensation Plan. This committee did
not meet in fiscal 1994.
Messrs. Anglin and Coffman and Mrs. Crowe constitute the Audit Committee.
This committee met once in fiscal 1994.
<PAGE>
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 subsidiary.
Name and Principal Annual
Compensation (1) All Other
Position Fiscal Year Salary Other (2) Compensation
(2) (3)
ROY F. FARMER 1994 $ ------ $114,594 (4) $2,748
President and C.E.O. 1993 $ ------ $115,788 $5,325
1992-1993; Chairman 1992 $ ------ N/A N/A
and C.E.O. 1994
ROY E. FARMER 1994 $200,000 $ ------ $ 138
Vice President, 1993 $128,000 $ ------ $ 80
Administration, 1992 $111,000 N/A N/A
1992-1993; President
and C.O.O. 1994
GUENTER W. BERGER 1994 $170,000 $ -------- $ 264
Vice President, 1993 $142,000 $ -------- $ 236
Production 1992 $125,000 N/A N/A
KENNETH R. CARSON 1994 $150,000 $ -------- $ 209
Vice President, Sales 1993 $125,000 $ -------- $ 194
1992 $108,000 N/A N/A
JOHN E. SIMMONS 1994 $135,000 $ ------ $ 98
Treasurer 1993 $105,600 $ ------ $ 90
1992 $ 96,000 N/A N/A
(1) The Company has an Incentive Compensation Plan under which current or
deferred bonuses may be granted to key management employees. The size of
the award is keyed to profit levels and the amount of previous awards. No
awards have been made since 1987. The Company has no other long-term
incentive compensation plan, no stock option plan and no stock appreciation
rights plan or similar plan.
(2) In accordance with transitional provisions applicable to the revised SEC
executive compensation disclosure rules, "Other Annual Compensation" and
"All Other Compensation" figures are omitted for fiscal 1992.
(3) For all officers listed, the amount shown represents the dollar value of
the benefit to the executive officer during fiscal 1994 under the
Company's executive life insurance plan.
(4) Cash payment made to Mr. Farmer pursuant to his employment contract with
the Company. See "Employment Agreement," infra. The $114,594 includes
reimbursements to Mr. Farmer for premiums paid for term life insurance
coverage under the split-dollar policies maintained by the Company under
its employment contract with Mr. Farmer. See "Employment Agreement,"
infra.
EMPLOYMENT AGREEMENT
Effective as of February 1, 1988, the Company and Roy F. Farmer, Chairman
and Chief Executive Officer of the Company, entered into a ten-year employment
contract. The benefits provided by the Company under the contract are in lieu
of both salary payments to Mr. Farmer and further awards to him under the
Incentive Compensation Plan. Pursuant to the terms of the contract, as amended,
the Company pays premiums on two split-dollar insurance policies, one insuring
the life of Mr. Farmer and the other insuring the joint lives of Mr. Farmer and
his wife. A trust created for the benefit of Mr. Farmer's family is both the
owner and the beneficiary of these policies, subject to an assignment to the
Company of a collateral interest in the policies designed to refund to the
Company the aggregate premiums paid by it ($622,245 paid in fiscal 1994).
Because of the collateral assignment, no part of the cash value of these
policies has yet accrued to Mr. Farmer or his trust. Under the terms of the
employment contract, the Company also makes an annual cash payment to Mr.
Farmer(see footnote (4) to Summary Compensation Table) sufficient to reimburse
him for his contribution to the insurance plan and to enable him to pay his
personal income taxes arising from the employment contract benefits.
<PAGE>
RETIREMENT PLAN
The following table shows estimated annual benefits payable under the
Retirement Plan upon retirement at age 65 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'
years of service and are not withdrawn. Benefits under a predecessor plan are
included in the following figures. Maximum annual combined benefits under both
plans generally cannot exceed the lesser of $118,800 or the average of the
employee's highest three years of compensation.
Annualized Pension Compensation Credited Years of Service
for Highest 60 Consecutive Months
in Last Ten Years of Employment
15 20 25 30 35
$ 100,000 $22,500 $30,000 $37,500 $ 45,000 $ 52,500
125,000 $28,125 $37,500 $46,875 $ 56,250 $ 65,625
150,000 $33,750 $45,000 $56,250 $ 67,500 $ 78,750
175,000 $39,375 $52,500 $65,625 $ 78,750 $ 91,875
200,000 $45,000 $60,000 $75,000 $ 90,000 $105,000
225,000 $50,625 $67,500 $84,375 $101,250 $118,125
250,000 $56,250 $75,000 $93,750 $112,500 $118,800
Note: Table does not reflect Internal Revenue Code Section 401(a)(17)
restrictions that might limit benefits in the future.
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 1994).
Credited years of service through December 31, 1993 were as follows:
Guenter W. Berger - 29 years; Roy E. Farmer - 17 years; Kenneth R. Carson - 28
years; John E. Simmons - 12 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 Company has no compensation committee. The Board of Directors
determines executive compensation. Roy F. Farmer and Guenter W. Berger,
executive officers and directors of the Company, and Lewis A. Coffman, a
director and retired executive officer of the Company, participate in the
Board's deliberations concerning executive compensation.
<PAGE>
REPORT OF BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
Compensation for all executive officers of the Company other than Roy F.
Farmer, Chairman and Chief Executive Officer of the Company, is determined
annually by the Board of Directors. Since 1988 Mr. Farmer's compensation has
been determined by the terms of his employment contract with the Company (see
"Employment Agreement," supra). Accordingly, there was no direct relationship
between Mr. Farmer's compensation and the Company's performance in fiscal 1994.
However, the Board believes that Mr. Farmer's substantial shareholdings in the
Company (see "Ownership of Common Stock," supra) provide substantial incentive
to Mr. Farmer with respect to his efforts as Chairman and Chief Executive
Officer.
In 1988 when the Company and Mr. Farmer entered into the employment
contract, the Board took into consideration, among other things, Mr. Farmer's
previous compensation history, the quality and extent of his prior services, the
success the Company had achieved under his leadership, the desirability of
retaining Mr. Farmer's services for an additional ten years, and the amount of
compensation being paid to chief executive officers of other publicly-held
companies of similar size. The Board also conferred with independent
consultants concerning the reasonableness and anticipated future cost to the
Company of Mr. Farmer's compensation package under the employment contract.
With respect to the other executive officers of the Company, compensation
has been primarily in the form of annual salaries. The Company has an Incentive
Compensation Plan under which discretionary bonuses measured in part by Company
profitability can be made (see footnote (1) to Summary Compensation Table), but
awards are rarely made under this Plan (none in fiscal 1994). The Board sets
annual salaries by reference primarily to each executive officer's job
performance during the preceding year, the Company's profitability and cost of
living changes. The Board receives and considers recommendations from the
Company's operating officers. Under procedures adopted in 1993, no director who
is also an executive officer makes recommendations or participates in the
Board's deliberations with respect to that officer's compensation.
The Board monitors the executive compensation paid by the Company's
publicly-held competitors. However, the Company to date has not found it
necessary to match the pay levels of these competitors, many of whom are
substantially larger than the Company.
(The foregoing report will not be deemed to be incorporated by reference by
any general statement incorporating this Proxy Statement into any filing by the
Company under the Securities Act of 1933 or under the Securities Act of 1934
unless the Company specifically incorporates this report by reference. This
report shall not otherwise be deemed soliciting material or be deemed filed
under such Acts).
Roy F. Farmer
Roy E. Farmer
Guenter W. Berger
Lewis A. Coffman
Catherine E. Crowe
John M. Anglin
<PAGE>
PERFORMANCE GRAPH
The following line graph shows cumulative total shareholder return (assuming
reinvestment of dividends) on Farmer Bros. Co. (FARM) common stock as compared
with the Russell 2000 Index (Russell 2000) and the Value Line Food Processors
(Small Cap) Index (Peer Group) for the five-year period ended June 30, 1994.
1989 1990 1991 1992 1993 1994
FARM $100.00 $110.45 $124.68 $153.64 $202.86 $167.49
Russell 2000 $100.00 $103.05 $104.32 $119.49 $150.50 $157.13
Peer Group $100.00 $125.09 $141.35 $134.54 $139.02 $139.44
Assumes $100 invested at the close of trading on the last trading day preceding
the first day of the fifth preceding fiscal year in FARM common stock, Russell
2000, and Peer Group.
*Cumulative total return assumes reinvestment of dividends.
Source: Frank Russell Company
<PAGE>
CLOSING DATE FOR PROPOSALS BY SHAREHOLDERS
Shareholders who wish to present proposals at the 1995 Annual Meeting must
submit those proposals in writing to the Secretary of the Company no later than
June 30, 1995.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Based on a review of filing 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 1994.
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 vote said proxy in accordance with
their judgment on such matters.
By Order of the Board of Directors
David W. Uhley
Secretary
October 31, 1994
