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CUSIP NO. |
307675108 |
13D |
Page 1 of 7 |
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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D |
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Under the Securities Exchange Act of 1934 |
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(Amendment No. 9)* |
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Farmer Bros. Co. |
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(Name of Issuer) |
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Common Stock, $1.00 par value |
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(Title of Class of Securities) |
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307675108 |
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(CUSIP Number) |
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Bradley D. Takahashi |
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Franklin Mutual Advisers, LLC |
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101 John F. Kennedy Parkway |
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Short Hills, NJ 07078-2789 |
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800-632-2350 |
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(Name, Address and Telephone Number of Person Authorized to |
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Receive Notices and Communications) |
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January 19, 2010 |
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(Date of Event Which Requires Filing of this Statement) |
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is |
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the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or |
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13d-1(g), check the following box.o |
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Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, |
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including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent. |
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*The remainder of this cover page shall be filled out for a reporting person's initial filing on this |
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form with respect to the subject class of securities, and for any subsequent amendment containing |
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information which would alter the disclosures provided in a prior cover page. |
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The information required on this cover page shall not be deemed to be "filed" for the purpose of Section |
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18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that |
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section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). |
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CUSIP NO. |
307675108 |
13D |
Page 2 of 7 |
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1. |
NAMES OF REPORTING PERSONS. |
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Franklin Mutual Advisers, LLC |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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(a) |
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(b) |
X |
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3. |
SEC USE ONLY |
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4. |
SOURCE OF FUNDS |
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See Item 3 |
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5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)o |
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6. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
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7. |
SOLE VOTING POWER |
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2,093,533 (See Item 5) |
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8. |
SHARED VOTING POWER |
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0 |
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9. |
SOLE DISPOSITIVE POWER |
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2,093,533 (See Item 5) |
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10. |
SHARED DISPOSITIVE POWER |
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0 |
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11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,093,533 |
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12. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES |
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CERTAIN SHARES o |
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13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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13.0% |
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14. |
TYPE OF REPORTING PERSON |
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IA, OO (See Item 5) |
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CUSIP NO. |
307675108 |
13D |
Page 3 of 7 |
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Item 1. |
Security and Issuer. |
This statement relates to the Common Stock, $1.00 par value(the "Common Stock" ), of FARMER BROS. CO., a Delaware corporation (the "Issuer"),
whose principal executive offices are located at 20333 South Normandie Avenue, Torrance, CA 90502.
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Item 2. |
Identity and Background. |
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This statement is filed by Franklin Mutual Advisers, LLC (“FMA”). |
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The principal business address of FMA is 101 John F. Kennedy Parkway,Short Hills, NJ 07078-2789. FMA is an |
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investment adviser registered with the U.S. Securities and Exchange Commission and investment adviser to |
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Franklin Mutual Series Funds. FMA is a Delaware limited liability company. |
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The names, addresses, principal occupations and citizenship of each executive officer and director and each |
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controlling person, if any, of FMA are set forth in Exhibit A attached hereto. |
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Neither FMA nor, to the best of its knowledge, any of the persons listed in Exhibit A has, during the last |
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five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) |
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or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as |
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a result of such proceeding was or is subject to a judgment, decree or final order enjoining future |
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violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or |
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finding any violation with respect to such laws. |
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Item 3. |
Source and Amount of Funds or Other Consideration. |
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The securities reported in Item 5 as beneficially owned by FMA were acquired with funds of approximately |
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$32.4 million (including brokerage commissions). All such funds were provided from investment capital |
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of FMA’s respective advisory clients. |
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Item 4. |
Purpose of Transaction. |
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The securities covered by this Statement were acquired by FMA’s investment management clients and for |
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the purpose of investment. |
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FMA does not have any present plans or proposals which relate to or that would result in any of the actions |
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or transactions described in paragraphs (a) through (j) of Item 4 of the instructions to Schedule 13D. |
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Simultaneously with the filing of this amended schedule, FMA is filing a Schedule 13G reflecting the |
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holdings of FMA’s investment management clients. |
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FMA may in the future, on behalf of its investment management clients, purchase additional shares of |
Common Stock or other securities of the Issuer, in the open market, in privately-negotiated purchases or otherwise,
or sell some or all of its Common Stock.
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Item 5. |
Interest in Securities of the Issuer. |
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(a), (b) One or more of FMA’s investment management clients is the owner of 2,093,533 shares of Common Stock |
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(the “Securities”), |
representing |
approximately 13.0% of the outstanding shares of Common Stock. |
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Investment management contracts with FMA’s investment management clients grant to FMA sole voting and investment power |
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FMA is a limited liability company, the managing member and sole member of which is Franklin/Templeton |
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Distributors, Inc., which in turn is a wholly-owned subsidiary of Franklin Resources, Inc. (“FRI”). |
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Beneficial ownership by investment management subsidiaries and other affiliates of FRI is being reported in |
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conformity with the guidelines articulated by the SEC staff in Release No. 34-39538 (January 12, 1998) |
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relating to organizations, such as FRI, where related entities exercise voting and investment powers over |
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the securities being reported independently from each other. The voting and investment powers held by FMA |
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are exercised independently from FRI (FMA’s parent holding company) and from all other investment |
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management subsidiaries of FRI (FRI, its affiliates and investment management subsidiaries other than FMA |
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are, collectively, “FRI affiliates”). Furthermore, internal policies and procedures of FMA and FRI |
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establish informational barriers that prevent the flow between FMA and the FRI affiliates of information |
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that relates to the voting and investment powers over the securities owned by their respective investment |
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management clients. Consequently, FMA and the FRI affiliates report the securities over which they hold |
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investment and voting power separately from each other for purposes of Section 13 of the Act. |
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CUSIP NO. |
307675108 |
13D |
Page 4 of 7 |
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Charles B. Johnson and Rupert H. Johnson, Jr.(the “Principal Shareholders”) each own in excess of 10% of |
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the outstanding common stock of FRI and are the principal stockholders of FRI. However, because FMA |
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exercises voting and investment powers on behalf of its investment management clients independently of FRI, |
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the Principal Shareholders, and their respective affiliates, beneficial ownership of the securities being |
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reported by FMA is being attributed only to FMA. FMA disclaims any pecuniary interest in any of the |
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Securities. In addition, the filing of this statement on behalf of FMA should not be construed as an |
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admission that it is, and it disclaims that it is, the beneficial owner, as defined in Rule 13d-3, of any |
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of the Securities. |
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Furthermore, FMA believes that it is not a “group” with FRI, the Principal Shareholders, or their |
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respective affiliates within the meaning of Rule 13d-5 under the Act and that none of them are otherwise |
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required to attribute to each other the beneficial ownership of the Securities held by any of them or by |
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any persons or entities for whom or for which FRI subsidiaries provide investment management services. |
(c) Neither FMA nor, to the best of its knowledge, any of the persons listed in Exhibit A, have effected any transactions in
the Common Stock during the 60-day period preceding the date this statement was filed.
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(d) No person other than the investment management clients of FMA is known to have the right to receive or |
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the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities being |
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reported herein, except that Mutual Beacon Fund, a series of Franklin Mutual Series Funds, an investment company |
registered under the Investment Company Act of 1940, has an interest in 1,033,896 shares of Common
Stock, or 6.4% of the class and the Mutual Global Discovery Fund, a series of Franklin Mutual Series
Funds, an investment company registered under the Investment Company Act of 1940, has an interest in
904,637 shares of Common Stock, or 5.6% of the class of securities reported herein.
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(e) Not applicable. |
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Item 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to |
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Securities of the Issuer. |
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Not applicable. |
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Item 7. |
Material to be Filed as Exhibits. |
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Exhibit A: |
Executive Officers of Reporting Person |
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CUSIP NO. |
307675108 |
13D |
Page 5 of 7 |
SIGNATURES
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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set |
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forth in this statement is true, complete and correct. |
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Date: January 19, 2010 |
Franklin Mutual Advisers, LLC
By: /s/BRADLEY TAKAHASHI
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_____________________________________________ |
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Bradley Takahashi |
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Vice President of Franklin Mutual Advisers, LLC |
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CUSIP NO. |
307675108 |
13D |
Page 6 of 7 |
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Exhibit A |
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EXECUTIVE OFFICERS OF REPORTING PERSON |
Except where otherwise noted, each of the individuals named below is a citizen of the United States with a principal business address as indicated below.
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Principal Occupation |
Residence or Business Address |
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Peter A. Langerman |
Chairman, President and Chief Executive Officer, FMA |
Franklin Mutual Advisers, LLC |
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Bradley D. Takahashi |
Vice President, FMA |
Franklin Mutual Advisers, LLC |
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Philippe Brugere-Trelat |
Vice President, FMA |
Franklin Mutual Advisers, LLC |
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Shawn M. Tumulty |
Vice President, FMA |
Franklin Mutual Advisers, LLC |
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Maria Gray |
Secretary, FMA |
Franklin Resources, Inc. |
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Mark L. Constant |
Treasurer, FMA |
Franklin Resources, Inc. |
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Craig S. Tyle |
Chief Legal Officer, FMA |
Franklin Resources, Inc. |
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Breda Beckerle |
Chief Compliance Officer, FMA |
Franklin Templeton Institutional, LLC |
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Steven J. Gray |
Assistant Secretary, FMA |
Franklin Resources, Inc. |
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Eric C. Metallo |
Assistant Secretary, FMA |
Franklin Templeton Institutional, LLC |
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CUSIP NO. |
307675108 |
13D |
Page 7 of 7 |
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FRI: |
Franklin Resources, Inc. |
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One Franklin Parkway |
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San Mateo, CA 94403-1906 |
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A diversified financial services holding company whose primary business is providing, through operating |
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subsidiaries, investment management, fund administration and other related services to the open-end and |
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closed-end investment companies comprising the Franklin Templeton Group of Funds, managed accounts and other |
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investment products. FRI is the indirect parent entity to FMA. |
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FMA: |
Franklin Mutual Advisers, LLC |
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101 John F. Kennedy Parkway |
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Short Hills, NJ 07078-2789 |
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An investment adviser registered with the SEC and investment manager to a number of open-end investment |
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companies or other managed accounts, including the Franklin Mutual Series Funds. FMA is a limited liability |
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company, the managing member and sole member of which is Franklin/Templeton Distributors, Inc., which in turn |
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is a wholly-owned subsidiary of FRI. |