CUSIP 307675108 13D
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
Farmer Brothers Co.
(Name of Issuer)
Common Stock, par value $1
(Title of Class of Securities)
307675108
(CUSIP Number)
David Winters
Peter A. Langerman
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)
November 20, 2000
(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
187,488 (See Item 5)
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER
187,488 (See Item 5)
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
187,488 (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
9.7% (See Item 5)
14. TYPE OF REPORTING PERSON IA
Item 1. Security and Issuer
This statement relates to the Common Stock (the "Common Stock ") of
Farmer Brothers Co., a California corporation (the "Issuer"). The
Issuer's principal executive offices are located at 20333 South
Normandie Avenue, Torrance, CA 90502
Item 2. Identity and Background
(a) Name:
Franklin Mutual Advisers, LLC ("FMA")
(b) State of Organization:
Delaware
(c) Principal Business:
An investment adviser registered with the U.S. Securities
and Exchange Commission and investment adviser to the
Franklin Mutual Series Fund Inc.
Address of Principal Business/Principal Office:
51 John F. Kennedy Parkway
Short Hills, NJ 07078
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
Item 2. Identity and Background
(a) The name, residence or business address, and the principal
occupation or employment and the name, principal business and
address of any corporation or other organization in which such
employment is conducted, of each executive officer and director and
each controlling person, if any, of the reporting persons named
above is set forth in Exhibit A hereto. To the best knowledge of
the persons listed in Item 2 hereof, each person listed on Exhibit
A is a United States citizen and, during the last five years, no
person listed in Exhibit A attached (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to, a judgment, decree
or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The securities reported herein were acquired with funds of
approximately $26.2 million (including brokerage commissions). All
such funds were provided from investment capital of FMA's
respective advisory clients.
Item 4. Purpose of Transaction
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's clients have been investors in the Issuer for many years. FMA
believes that Issuer's management has consistently ignored the
interests of its public shareholders. The Issuer's management and
ownership structure are more akin to a closely-held family
operation than to a publicly-held corporation. There are no
independent directors on Issuer's board of directors. The
management of Issuer is dominated by relatives of the majority
shareholder of the Issuer. Exorbitant payments have been made to
family members of the majority shareholder. Issuer's long-term
strategies are indifferent at best, and hostile at worst, to the
long term prospects for increases in shareholder value. Issuer
routinely sends out annual reports to shareholders that do not
include a letter from management. FMA believes that this fact alone
clearly reflects management's blindness to the need to inform
public shareholders about the company's past performance as well as
its future direction.
If the Issuer desires the benefits of operating as a publicly-held
company, then management should assume the responsibilities that
come with the territory. FMA strongly recommends that the Issuer
add independent directors to its board who would provide guidance
on professionally managing the Issuer's business in accordance with
normal corporate governance business practices and who would review
compensation practices which appear to bear no relation to
productivity or enhancement in shareholder value.
In light of the above, FMA intends to cast its votes against the re-
election of any of the present board members and urges other
shareholders to do the same. The reality is that the Issuer's
management has the power to elect anyone it chooses to the board.
Nevertheless, all shareholders should be insistent about the rights
due to them under the law and do all they can to elect a board of
directors that would enhance shareholder values for all of the
Issuer's shareholders.
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 187,488
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
187,488 shares, representing approximately 9.7% 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) Exhibit B sets forth all transactions in the shares of the
Common Stock within the past sixty days.
(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 6. Contracts, Arrangements, Understandings, or Relationships
with Respect
to Securities of the Issuer
Other than as disclosed above, no persons named in Item 2 herein,
nor to the best of such person's knowledge, no person named in
Exhibit A hereto, has any contract, arrangement, understanding or
relationship (legal or otherwise) with any person with respect to
any securities of the Issuer, including, but not limited to,
transfer or voting of any securities, finders' fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or losses, or the giving or
withholding of proxies.
Item 7. Materials to be Filed as Exhibits
Exhibit A Executive Officers and Directors of Reporting Persons
Exhibit B Summary of Transactions Within the Last Sixty Days
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.
November 21, 2000
Franklin Mutual Advisers, LLC
By: Franklin/Templeton Distributors, Inc.
Its Managing Member
/s/Leslie M. Kratter
LESLIE M. KRATTER
Secretary
Exhibit A
EXECUTIVE OFFICERS AND DIRECTORS
Name
Present Principal Occupation/Employment
Residence or Business Address
Martin L. Flanagan
Senior Vice President/Chief Financial Officer -FMA
FRI
Leslie M. Kratter
Secretary - FMA
FRI
Kenneth A. Lewis
Controller - FMA
FRI
Jeffrey A. Altman
Senior Vice President - FMA
FMA
Jeff Diamond
Vice President - FMA
FMA
Robert L. Friedman
Senior Vice President - FMA
FMA
Raymond Garea
Senior Vice President - FMA
FMA
Ephraim Karpel
Vice President - FMA
FMA
Andrea Kraszewski
Vice President - FMA
FMA
Peter A. Langerman
President/Chief Executive Officer - FMA
FMA
Stuart Pistol
Assistant Vice President - FMA
Susan Potto
Vice President - FMA
FMA
Michael F. Price
Chairman - FMA
FMA
Charles R. Sims
Treasurer - FMA
FMA
Lawrence N. Sondike
Senior Vice President - FMA
FMA
Bradley Takahashi
Assistant Vice President - FMA
FMA
David Winters
Senior Vice President and Director of Research - FMA
FMA
FRI Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, CA 94404
Parent Company of Franklin/Templeton Distributors, Inc., (the
Parent Company of Franklin Mutual Advisers, LLC) and a number of
investment advisers and administrative companies providing
investment advice and administrative services to the
Franklin/Templeton Group of Funds, Franklin Mutual Series Fund
Inc., managed accounts and other investment products.
FMA Franklin Mutual Advisers, LLC
51 John F. Kennedy Parkway
Short Hills, NJ 07078
An investment adviser registered with the U.S. Securities and
Exchange Commission and investment adviser to the Franklin Mutual
Series Fund Inc.
Exhibit B
Summary of Transactions Within the Last Sixty Days
Date Buy/Sell No. of Shares Price
11/08/00 sell 100 $211.0000
09/12/00 sell 200 $182.0000
09/07/00 sell 200 $181.8750
