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Request for Disclosure of Individuals Controlling ESOP's 6.6% of Voting Stock

(December 17, 2002)

Copied below is the text of a letter sent on December 17, 2002 to the corporate secretary of Farmer Bros., encouraging the company's public disclosure of the individuals who control the votes of shares held by the company's Employee Stock Option Plan (ESOP").  The company's December 2, 2002 proxy statement had reported that the number of unallocated shares held by the ESOP had increased to 127,154, or 6.6% of the total outstanding shares, and that the voting of these shares is directed by a "Committee" whose members have a fiduciary duty to act in the interests in ESOP beneficiaries.  However, the identity of the members could not be found in the proxy statement or other company reports.

 

 

[letterhead]

LUTIN & COMPANY

575 Madison Avenue

New York, New York 10022

Telephone (212) 605-0335

Facsimile (212) 605-0325

 

                                                            December 17, 2002

 

 By telecopier: 310/320-2436

 

Mr. John E. Simmons

Secretary of the Corporation

Farmer Bros. Co.

20333 South Normandie Avenue

Torrance, California 90502

 

 

Dear Mr. Simmons:

 

            I have not yet received the requested identification of the three members of the Committee appointed by the company's board of directors to govern the Employee Stock Option Plan.

 

            You may recall that I had initiated this request in a November 29, 2002 letter.  You had responded in a December 3rd letter, directing me to the company's proxy statement for the information.  Replying in a December 5th letter, I told you that I had been unable to find the information in that document and repeated my request for identification of the Committee members.

 

            If you have publicly disclosed the information, please let me know by tomorrow where it can be found.  If you have not yet disclosed the identities of the Committee members who reportedly control 6.6% of your company's voting stock, I would encourage you to do so now.

 

 

                                                            Sincerely yours,

 

 

 

 

                                                            Gary Lutin

 

 

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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