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Shareholder Delegate's Demand for Information or Explanations

(June 10, 2003)

The shareholder Delegate, Peter F. Brennan, sent the letter copied below in response to a May 15, 2003 letter from an attorney who stated that he would be representing Farmer Bros. Co. in communications relating to the Delegate's March 13, 2003 demand  for the same information which the company had recently provided in response to an identical demand of Franklin Mutual Advisers.

The Delegate's letter refers to the absence of any response to letters sent to the company's directors on May 21 and May 30, 2003, which had invited a constructive resolution of shareholder information requirements without the diversion or costs of addressing the legal theories raised by the company's attorney.

 

 

Peter F. Brennan
c/o Americap Partners LP
237 Park Avenue, 9th Floor
New York, New York 10017
Telephone: 212/692 7648; Facsimile: 212/692 7657
 

 

June 10, 2003

 

By telecopier: 213/687-5600

 

Eric S. Waxman, Esquire

Skadden Arps Slate Meagher & Flom LLP

300 South Grand Avenue

Los Angeles, California 90071

 

Re: Farmer Bros. Co.

 

Dear Mr. Waxman:

 

            It is my understanding that there has been no response from any representative of your client, Farmer Bros. Co., to Mr. Lutin's May 21 and May 30, 2003 letters to the company's directors, copies of which had been sent simultaneously to you.  I must therefore assume that the company's management does not intend to seek a constructive resolution of the issues you raised in your May 15, 2003 letter.

 

            Under these circumstances, as the shareholder Delegate I repeat my March 13, 2003 demand and ask that you immediately provide all the information to which you do not question the shareholder’s right.  In relation to any information which had been provided in response to the identical request of Franklin Mutual Advisers but which you do not provide now, I ask you to (a) specify each item you now refuse to provide and (b) for each refused item state the particular reasons why you believe the company is not required to provide it.  Your explanations should be sufficient to justify your positions, including citations of any laws or precedents on which you rely.

 

            Please let me know if you will need more than a week to respond.

 

                                                            Very truly yours,

 

 

 

                                                            Peter F. Brennan,

                                                                        as Delegate

 

cc:        Mr. 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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