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: April 30, 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 release was provided to the major services
today:
Farmer Bros. Co. Adds Two Independent Directors
Majority of Board of Directors Are Independent
TORRANCE, CALIF. - (April 30, 2003) - The Board of Directors of Farmer
Bros. Co. (NASDAQ:FARM) today announced the election of Thomas A. Maloof
and John Samore Jr. to the Company's Board of Directors. With today's
actions, a majority of the seven Directors are "independent" as defined by
the Sarbanes-Oxley Act of 2002.
"These two proven business leaders bring to our Board varied experiences
and fresh perspectives," said Roy E. Farmer, President and CEO. "We look
forward to adding their ideas to our own as we continue to strive towards
profitability, stability and long-term growth."
Thomas Maloof of Pasadena, who currently serves as Chief Financial Officer
of Irvine-based Hospitality Marketing Concepts LLC, among previous
positions was President of Amerimed Health Plans and Chief Executive
Officer of PrimeHealth of Southern California and Alfigen, The Genetics
Institute. He also is a Director of The Ensign Group, a private nursing-
home company, and PC Mall, a publicly held reseller of computers and
technology. He began his career with Ernst & Young LLP.
John Samore Jr. of Los Angeles, now an independent business consultant, has
served since 1994 on the Board of Advisors for the Leventhal School of
Accounting at the University of Southern California and is a retired Tax
Partner with Arthur Andersen LLP, where he served as engagement partner for
a wide variety of public and private firms.
Maloof and Samore will join another independent Director, John Merrell, on
the Board's Audit and Compensation committees. Only independent Directors
sit on those two Board committees. Mr. Merrell remains active in Hutchison
& Bloodgood LLP, a leading certified public accountancy and business
consulting firm that originated nearly 80 years ago in Glendale; late in
2002 he stepped down as the firm's managing partner, a position he held for
14 years.
In addition, John M. Anglin resigned his seat on the Board and was elected
Corporate Secretary. Mr. Anglin joined the Board in 1985 and is a partner
in the law firm of Anglin, Flewelling, Rasmussen, Campbell & Trytten LLP in
Pasadena. Mr. Anglin also serves as Corporate Counsel for the Company.
In addition, John Simmons, Chief Financial Officer, said, "In the course of
providing non-public information to a significant shareholder as legally
mandated under California law, the Company discussed with such shareholder
the purposes for which it was seeking such information and whether the true
purpose was a desire to sell their shares. The Company never made nor
accepted any offer to acquire such shares. The Company will continue to
evaluate its strategic options, which it believes to be in the best
interests of all shareholders."
The Company noted that the out-of-court statements made by Stephen Crowe's
attorney about the Company's Chairman, who is Mr. Crowe's uncle, disparage
and defame Roy F. Farmer and the Company. The Company understands that Mr.
Farmer intends to vigorously defend against such allegations. The Company
further noted that under Mr. Farmer's leadership the value of the shares of
this Torrance-based company have increased by more than 1500 percent over
the last 20 years.
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."
04302003
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FARMER BROS. CO.
s/ John E. Simmons
John E. Simmons
Treasurer
Date: April 30, 2003