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Petitions to Appoint Interim Trustee for Voting Crowe Family's 12.5% Stock Controlled by Roy F. Farmer

(November 14, 2003)

Petitions were filed on November 14, 2003 in the California state court by Catherine E. Crowe and her children Janis C. and Steven D. Crowe to appoint an interim trustee for voting the 12.5% of Farmer Bros. Co. stock held in trusts for their benefit.  Those trusts are currently controlled by Ms. Crowe's brother, Roy F. Farmer, the Chairman of Farmer Bros., and the stock holdings were included in the 52.99% voting control reported by management in a preliminary proxy statement filed with the SEC on October 24, 2003.

According to the company's preliminary proxy statement, Mr. Farmer, age 87, controls approximately 9% of the company's stock through personal ownership and another 22% as trustee of various family trusts other than those which are subject to the Crowe family petitions.  Ms. Crowe personally owns and controls approximately 10.5% of the company's total outstanding stock, in addition to her interests in the trust shares which are subject to the petitions.

The petitions seek the immediate appointment of an independent interim trustee to vote on matters to be presented at the annual shareholders meeting scheduled for January 5, 2004, based on arguments that Mr. Farmer's personal interests conflict with his fiduciary duties and that his stated voting intentions -- against the shareholder proposals submitted by Franklin Mutual and Mitchell Partners, and in favor of management's proposal for reincorporation -- are inconsistent with the interests of shareholders and the trust beneficiaries.  The petitions also note that Mr. Farmer admitted in recent deposition testimony that he has been housebound and has not been to his office in over a year.

The petitions are supported by the statements of Professor Lucian A. Bebchuk, the Director of the Program on Corporate Governance at Harvard Law School, who analyzed the reincorporation plan supported by Mr. Farmer and concluded that "the proposed transaction would have considerable adverse effects on the interests of the beneficiaries of the Crowe trusts" and on shareholders generally.

The November 14th petitions are related to petitions filed on April 22, 2003 by Steven Crowe.  The April petitions, which are currently pending, seek the permanent replacement of Roy F. Farmer as trustee, rather than an interim appointment for specific purposes as sought by the new petitions, and apply only to the trusts for Steven Crowe.

An example of the petitions and Professor Bebchuk's declaration can be downloaded from the links below.  Copies of the exhibits can be provided by email upon request to, and all of the petitions and supporting documents are available in the public records of the Superior Court of the State of California for the County of Los Angeles County.  A November 17, 2003 press release from the Crowe family's attorneys, Loeb & Loeb LLP, is copied in a box beneath the links.



In the Matter of the Roy E. Farmer I Children's Trust, pursuant to Children's Trust Agreement, dated October 24, 1957

Case No. BP079060, Superior Court of the State of California for the County of Los Angeles County

Exhibits can be provided by email upon request to




Los Angeles -- November 17, 2003 -- Attorneys for Catherine E. Crowe,
Steven D. Crowe and Janis C. Crowe filed petitions in the Los Angeles
Superior Court late Friday afternoon seeking a court order to prevent
Farmer Bros. Co. chairman Roy F. Farmer from voting the stock of Farmer
Bros. held in trusts of which the Crowes are beneficiaries and Mr. Farmer
is sole trustee at the upcoming annual meeting of shareholders scheduled
for January 5, 2004.  As trustee of the Crowe trusts, Roy F. Farmer is able
to control an arithmetic majority of the voting stock of Farmer Bros. Co.
The Crowe trusts hold approximately 12.5 percent of the voting stock of the

In a Farmer Bros. Co.  proxy statement issued October 23, 2003, Roy F.
Farmer declared his intention to vote the stock in the Crowe trusts against
shareholder proposals to restore cumulative voting and to restrict
indemnification of directors.  He also declared his intention to vote the
Crowe trust shares in favor of management proposals to reincorporate Farmer
Bros. Co. in Delaware after 80 years as a California corporation, and to
reelect the seven current directors to the seven-member board. The proxy
statement indicates that together with the Crowe family trusts,
reincorporation is assured and the shareholder proposals, even if approved
by a majority, will be a nullified by the reincorporation.

"Roy Farmer has a disabling conflict of interest,” said Crowe family
attorney Adam F. Streisand, a partner at Loeb & Loeb LLP.  “On the one
hand, as a trustee, Mr. Farmer has a fiduciary duty to serve the interests
of the beneficiaries with undivided loyalty.  He simply cannot do so while
he also occupies the position of Chairman of the Board and while his son is
President and CEO.   The management-proposed reincorporation has
significant, far reaching effects on shareholder rights.  The beneficiaries
deserve to have a trustee who will analyze these proposals solely from the
perspective of what is best for them, which is what Roy Farmer is supposed
to do."

The Crowes' attorneys have petitioned the court to appoint Judge Arnold
Gold as an interim trustee ad litem to vote the Crowe trust shares at the
upcoming annual meeting of shareholders. "Judge Gold is a highly respected
jurist who is knowledgeable, intelligent, and independent-minded,” Mr.
Streisand explained. “He also has years of experience as a probate judge.
He understands as well as anyone the nature and importance of a trustee's
duty to the beneficiaries."



The Forum is open to all Farmer Bros. shareholders, whether institutional or individual, and to professionals concerned with their investment decisions.  Its purpose is to provide shareholders with access to information and a free exchange of views on issues relating to their evaluations of alternatives.  As stated in the Forum's Conditions of Participation, participants are expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants.  It is a Forum rule that participants will not be identified or quoted without their explicit permission.

There is no charge for participation.  Franklin Mutual Advisers, LLC, the manager of funds owning approximately 12.6% of Farmer Bros. shares, provided initial sponsorship for the Forum and arranged for it to be chaired by Gary Lutin.  Continuing support and guidance of the Forum is provided by an Advisory Panel of actively interested shareholders.

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