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Reminder to Management of Need to Report Change in Control of Stock

(January 13, 2005)

Copied below is the text of a January 13, 2005 letter to the corporate secretary of Farmer Bros., urging his attention to the reporting of information needed by investors regarding the control of 6,269,580 shares (39% of the outstanding shares) of company voting stock held in family trusts for which the  recently deceased Chairman had served as sole trustee, as reported in a November 19, 2004  proxy statement.

The letter refers to a January 13, 2005 news report that quoted a management spokesman as follows:

When asked about the family trusts' new trustee, Lucas said, "That's a private matter."

As indicated at the bottom of the letter, a copy was sent to the SEC Enforcement official responsible for reviewing Farmer Bros. matters raised in a January 8, 2004 request for investigation and a February 13, 2004 request to require information disclosures.

The addressee of the letter responded the next day, advising that efforts had been initiated to obtain and report the information.  However, the information was not reported as expected, and the Forum repeated the request on March 11, 2005.

 

[letterhead]

LUTIN & COMPANY

575 Madison Avenue

New York, New York 10022

Telephone (212) 605-0335

Facsimile (212) 605-0325

 

January 13, 2005

 

 

By telecopier: 310/320-2436

 

John M. Anglin, Esquire

Secretary

Farmer Bros. Co.

20333 South Normandie Avenue

Torrance, California 90502

 

 

Dear Mr. Anglin:

            I offer my condolences to you and others at Farmer Bros. for the loss of your colleague.

            Unfortunately, I must ask you to address the reporting of information relating to your loss.  This has become more urgent as a result of a newspaper report today which quoted a company spokesman saying that the identity of the trustee for family trusts which had been controlled by the late Roy E. Farmer is “a private matter.”

            Investors should know who owns a third of their company’s voting stock.  Some delay in reporting a change is understandable under the circumstances, but I encourage you now to promptly provide the information that is needed by shareholders and required by securities regulations.

 

Sincerely yours,

 

 

 

 

Gary Lutin

 

 

cc:        Andrew Petillon, 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.