Response of New Company Attorney to Shareholder Delegate

(May 15, 2003)

A May 15, 2003 letter from Eric S. Waxman, a litigation partner of Skadden, Arps, Slate, Meagher & Flom LLP, responded on behalf of the management of Farmer Bros. Co. to the investment information requests of Peter F. Brennan, acting as a shareholder Delegate.  A copy of the letter can be viewed from a link in the box below.

The attorney's letter refers to the shareholder Delegate's letters of March 13, March 31, and April 11, 2003, to which the company had not previously responded.  A May 2, 2003 letter had requested the board's attention to the Delegate's repeated demands, noting that an April 30, 2003 press release had publicly stated the company's recognition that management's recent provision of the requested information in response to an  identical demand of Franklin Mutual Advisers was "legally mandated under California law."  In his May 15th letter, however, the company's new attorney asserts legal theories that the company is not obligated to provide information sought by shareholders for investment decisions.  He does not cite specific laws or precedents, but it is assumed that his arguments would address Sections 1601-1605 of the California Corporation Code law, on which both Franklin Mutual and the shareholder Delegate based their demands, as well as SEC regulations concerning public disclosures and the reporting requirements of investment companies.