Forum for Shareholders of Farmer Bros. Co.

Forum Home Page

2007 Conclusion

Forum activities relating to Farmer Bros. Co. were suspended in 2007, following the second year of new management.

Farmer Bros. Home Page

 

Farmer Bros. Reference

 

Request for Board Disclosure of Investment Banking Engagement

(December 19, 2003)

Copied below is a December 19, 2003 letter to the directors of Farmer Bros. Co., encouraging their public reporting of information about a September 2003 investment banking engagement that was revealed in a December 17, 2003 court filing.

The referenced December 17, 2003 declaration of John Samore, Jr., a former Arthur Andersen partner serving as a director of Farmer Bros., was submitted in support of arguments opposing a shareholder motion for a preliminary injunction in the shareholder action against him and other directors for breaches of duty and violations of federal securities laws.

 

 

[letterhead]

LUTIN & COMPANY

575 Madison Avenue

New York, New York 10022

Telephone (212) 605-0335

Facsimile (212) 605-0325

 

                                                            December 19, 2003

 

By telecopier: 310/320-2436

 

Messrs. Guenter W. Berger,

Lewis A. Coffman,

Roy E. Farmer,

Roy F. Farmer,

Thomas Maloof,

John H. Merrell, and

John Samore, Jr.

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 was disclosed in a court filing of a December 17, 2003 statement by Mr. Samore that the board of Farmer Bros. Co. had retained the investment bank Credit Suisse First Boston in September 2003 "to assist the Company in exploring strategic options and other means of improving the Company's performance."  Mr. Samore added that this "process is still underway, with a full panoply of options under consideration."

 

            Since many investors would consider such information to be material, you are encouraged to publicly report the engagement, including particularly its conditions of payment.  Specifically, it is hoped that you will present this information in your proxy statement for the annual meeting so that shareholders may understand its relevance to the matters on which they will be voting.

 

                                                            Sincerely yours,

 

 

 

                                                            Gary Lutin

 

cc:        John M. Anglin, Esquire

 

 

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.

For additional information or to be included in an email distribution list, send an inquiry to farm@shareholderforum.com.