SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Farmer Brothers Co.
(Name of Issuer)
Common Stock, par value $1
(Title of Class of Securities)
307675108
(CUSIP Number)
David Winters
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)
April 29, 2003
(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
184,757 (See Item 5)
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER
184,757 (See Item 5)
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
184,757 (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
9.6% (See Item 5)
14. TYPE OF REPORTING PERSON IA
This Amendment No. 5 (this "Amendment") amends and supplements the Schedule 13D
filed on November 21, 2000 of the Reporting Persons, as amended by Amendment No.
1 thereto, filed on April 18, 2002, Amendment No. 2 thereto, filed on June 27,
2002, Amendment No. 3 thereto, filed July 30, 2002, and Amendment No. 4 thereto,
filed September 19, 2002 with respect to the common stock, par value $1.00 per
share (the "Common Stock"), of Farmer Brothers Co., a California corporation
(the "Issuer"). All capitalized terms used in this Amendment and not otherwise
defined herein have the meanings ascribed to such terms in the Schedule 13D.
Item 5 (a) and (b) of the Schedule 13D is hereby amended in its entirety as
follows:
Item 5. Interest in Securities of the Issuer
(a-b) One or more of FMA's advisory clients is the owner of 184,688 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 184,757
shares, representing approximately 9.6% 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.
Item 7 is amended by adding the following:
Item 7. Materials to be filed as Exhibits
Exhibit F: April 29, 2003 Letter from Franklin Mutual Advisers, LLC to John E.
Simmons and Roy E. Farmer
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.
April 29, 2003
Franklin Mutual Advisers, LLC
By: Franklin/Templeton Distributors, Inc.
Its Managing Member
/s/Leslie M. Kratter
LESLIE M. KRATTER
Secretary
EXHIBIT F
[FRANKLIN MUTUAL ADVISERS, LLC LETTERHEAD]
April 29, 2003
VIA FACSIMILE TO 310.787.5376
John E. Simmons
Treasurer and Secretary
Roy E. Farmer
President/CEO/COO
Farmer Bros. Co.
20333 South Normandie Avenue
Torrance, CA 90502
cc: Roy F. Farmer
Chairman
John H. Merrell
John M. Anglin
Guenter W. Berger
Lewis A. Coffman
Directors
Re: Farmer Bros. Co. (the "Company")
Dear Mr. Simmons and Farmer:
Confirming our discussion today, please be advised that if the Company
were to make an offer available equally to all of its public shareholders to
purchase shares of the Company at a price range in the low $400's per share,
either in the form of cash or securities which are readily marketable at that
value, we would commit to accept such offer on behalf of our advisory clients
for all shares beneficially owned by such clients.
As discussed, a low $400's amount is in the median estimate for a lowest
price in the April 7, 2003 "Survey Report: Ranges of Valuation Estimates" of the
Forum for Shareholders of Farmer Bros. Co. Based upon this survey, we believe
that this price would be acceptable to shareholders of the Company and that it
would allow the Company's retention of sufficient surplus funds to satisfy any
reasonable contingency requirements. (We assume that you have received a copy of
the Forum's Survey Report, which is publicly available on the Forum's web site
at www.shareholderforum.com.)
Please understand that this communication is without prejudice to any assertion
or estimate by FMA of the Company's valuation in any other context.
We appreciate the opportunity to discuss this issue with you and we look forward
to hearing from you and the remainder of the Company's board.
Sincerely,
Franklin Mutual Advisers, LLC
By:
Name: David Winters
Title: President