|
Request for Report of Application to SEC
for Determination of Investment Company Status
(January 14, 2003)
Copied below is the text of a letter sent to each of the
directors of Farmer Bros. on January 14, 2003, requesting advice of their
application to the SEC for confirmation of management's position regarding
requirements for compliance with Investment Company Act of 1940 ("ICA").
As indicated in the letter,
Section 3(b)(2) of the ICA
allows any company with a question about its status to apply to the SEC for a
determination.
The letter refers to management statements in a
speech at the company's annual meeting on December 26, 2002, and in a
January 13, 2003 Los Angeles Business Journal article. At the
time of this letter, management's interview with the Los Angeles Business
Journal had been its only response to the questions presented in the
referenced January 3, 2003 letter.
|
[letterhead]
LUTIN & COMPANY
575 Madison Avenue
New York, New York 10022
Telephone (212) 605-0335
Facsimile (212) 605-0325
January 14,
2003
By telecopier:
310/320-2436
Messrs. John M. Anglin,
Guenter W. Berger,
Lewis A. Coffman,
Roy E. Farmer,
Roy F. Farmer, and
John H. Merrell
c/o Farmer Bros. Co.
20333 South Normandie Avenue
Torrance, California 90502
To the members of the board of directors
of Farmer Bros. Co.:
It is assumed that members
of the board are aware of recent management explanations of your position
that Farmer Bros. should not be considered an "investment company" under the
Investment Company Act of 1940 ("ICA"), as stated in an SEC filing of a
speech at the December 26th shareholders meeting and as reported in a news
article which appeared yesterday.
If this is your belief, you
are asked to inform investors of any application to seek SEC confirmation of
your position. Since your representative has repeatedly referred to
research of many other companies with high proportions of securities that
are not registered with the SEC as "investment companies," he must know that
companies such as Microsoft and Yahoo! applied for and obtained SEC orders
to confirm their exemptions. Authorities on ICA compliance report that ICA
Section 3(b)(2) allows any company with a question about its status as an
investment company to apply for an SEC determination.
Your public report of this
information as well as what was requested in my January 3rd letter will be
appreciated. Please let me know if you wish to take more than a few days to
prepare your responses.
Very truly
yours,
Gary Lutin
|
|