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Management Argument to Exclude Shareholder Proposal for Restoring Cumulative Voting

(September 12, 2003)

Representing the management of Farmer Bros. Co., Joseph J. Giunta of Skadden Arps Slate Meagher & Flom LLP submitted a September 12, 2003 to the Securities and Exchange Commission ("SEC") arguing that the company should not be required to present shareholders with a proposal of Mitchell Partners, L.P., for the restoration of cumulative voting.  The letter seeks SEC concurrence with management's position that the shareholder proposal may be excluded from the company's proxy statement pursuant to Rule 14a-8 because, in the attorney's opinion, the proposed amendment to the company's Bylaws would be inconsistent with the California Corporations Code.

Copies of the letter and its referenced exhibits can be accessed from the links below.

Mitchell Partners is expected to submit a reply letter* to the SEC for its consideration.  The SEC staff normally responds to such "no action" requests within six weeks.

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*  Mitchell Partners submitted a reply letter on October 3, 2003.

 

 Request for SEC Approval to Exclude Mitchell Partners Proposal

EXHIBIT 1

EXHIBIT 2

 

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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