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Saturday, October 08, 2005
Investors in Farmer Bros. to mull sale
As the Torrance area coffee firm's share value drops, an investment banking group is hired to explore options.

Daily Breeze


A forum for dissident shareholders of Torrance area coffee roaster Farmer Bros. Co. said Friday that it hired an investment banking firm to explore selling the company.

The move comes as the Farmer Bros. share price continues to sag near the bottom of a 52-week range.

Chicago-based J.H. Chapman Group, which specializes in mergers and acquisitions of companies in the food industry, will advise the forum.

"Shareholders have run out of patience and it's clear that management won't do what needs to be done.

"So, shareholders can either watch their investment be dissipated or take matters into their own hands," said Gary Lutin, who runs the forum from his New York office.

Lutin hopes the process will end with an outright sale of Farmer Bros. or, less likely, some kind of joint venture.

A Farmer Bros. spokesman declined to comment on the Chapman Group's involvement.

In sometimes acrimonious tones for the past few years, dissident shareholders have pushed the idea of selling the company by claiming management is ineffective. The dissidents' campaign began even before the current stock slide.

"A limited number of investors" will help guide the Chapman Group during the process, which could take three to six months, or longer, according to Lutin.

In its fourth quarter filing last month, Farmer Bros. reported that it lost $3.7 million, or 27 cents per share, compared with net income of $2 million, or 15 cents per share, in the same quarter last year.

For the fiscal year, the company reported a net loss of $5.4 million, or 40 cents per share, compared with last year's net income of $12.7 million or 81 cents per share.

The company blamed its deteriorating financial performance mostly on higher prices for green coffee. The company also described initiatives to improve sales including creating a new sales team to focus on larger customers, becoming more aggressive in trade show promotions and launching new products.

Closing Friday at $20.48, the Farmer Bros. share price is close to half its value from mid-2004.

In the past year, other food processing companies have lost share price including Kraft Foods Inc., ConAgra Foods Inc. and Sara Lee Corp. -- although not as steeply.

However, shares for specialty coffee roaster Peet's Coffee & Tea Inc. have performed well in the past year.

Even if the Chapman Group finds a buyer, the dissident investors still must overcome significant odds -- 58 percent of the company's voting stock is owned or controlled by either the founding Farmer family or in an employee stock ownership plan.

In the past, an overwhelming majority of the shares in those two voting blocs have voted in favor of company management decisions.

Lutin said economic realities may cause those votes to turn in support of the dissident investors' efforts.

"The employees and family members should have an even more significant interest in finding someone who can better run the business to secure the pride they've earned, and their careers and retirement funds," Lutin said.

Many of the Farmer family shares are held in family trusts.

Lutin suggested that if the stocks in the trusts are used to vote against a sale of the company, this could lead to legal action against the trustee overseeing the trusts.

"No matter what their current views are, I would be surprised that the trustee did not respond positively to a proposal that was in the best financial interests of the beneficiaries," Lutin said. "If not, I would expect their lawyers or a judge to explain the alternatives (to the trustee)."

In response, Farmer Bros. spokesman James Lucas said, "With respect to his speculation about the trusts and their structure, Mr. Lutin is all wet."

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2004 Copley Press, Inc.


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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