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Forum Report: Progress with Exploration of Strategic Alternatives

(October 31, 2005)

 

Sent: Monday, October 31, 2005 6:59 PM
Subject: Progress with exploration of strategic alternatives

 

Progress was made last week in the initial phase of Forum explorations to develop strategic alternatives for Farmer Bros.

 

Prospective strategic relationships:  The Chapman Group, recently engaged to advise shareholder interests, has begun informal communications with organizations that appear to have the management resources needed to develop the full potential of Farmer Bros.’ coffee operations.  We expect to identify the top candidates for more detailed discussions within a couple of weeks.

 

Information requirements:  In a letter sent Friday, the text of which is copied below, the company’s new chairman and chief executive officer was asked to cooperate in the provision of the information that investors will be need in their consideration of strategic alternatives.  It has been suggested that we start with the relatively simple set of facts relating to the company’s real estate assets.  A cooperative process should allow us to avoid potentially significant costs and delays of obtaining information that the company would otherwise be obligated to provide through formal demands under either California’s or Delaware’s laws providing for shareholder rights to inspect records.

Control of stock held by family trusts:  The company’s corporate secretary responded to an October 11 Forum inquiry about control of stock in a letter dated October 12 and postmarked October 19, 2005, stating that he believed both the company and the "Farmer Family" were in "full compliance with their disclosure obligations," but also that the quoted statement by the company representative regarding the "Farmer Family Trusts" did not require correction.  The corporate secretary's letter did not state his relationship to the "Farmer Family" or to the "Farmer Family Trusts."  A scanned copy of the letter can be downloaded from the following link:

·         Letter dated October 12, 2005 (postmarked October 19, 2005) from John M. Anglin of Anglin Flewelling Rasmussen Campbell & Trytten LLP (210 KB, in PDF format)

 

Please let me know if you have any questions or comments.

 
           GL
 
Gary Lutin
Lutin & Company
575 Madison Avenue, 10th Floor
New York, New York 10022
Tel: 212-605-0335
Fax: 212-605-0325
Email: gl@shareholderforum.com
 
 

 
 
[letterhead]
LUTIN & COMPANY
575 Madison Avenue
New York, New York 10022
Telephone (212) 605-0335
Facsimile (212) 605-0325
 

October 28, 2005

 

 

By telecopier: 310/320-2436

 

Mr. Guenter W. Berger

Farmer Bros. Co.

20333 South Normandie Avenue

Torrance, California 90502

 

 

Dear Mr. Berger:

            As chairman of the Farmer Bros. board of directors, your guidance will be appreciated to establish an efficient process for providing the information needed by shareholders in their consideration of alternatives to realize the value of their investments.

            An initial request for information about the company’s real estate assets should serve as a useful example to develop practical procedures.  It is assumed that most of the relevant facts about specific property locations, sizes, and values will be readily available in board records, or can be easily assembled from your accounting, tax or insurance records.  Informal discussion of what facts management can efficiently prepare and report, possibly as a public filing, should therefore allow us to avoid the costs and delays of a formal process for direct shareholder review of the records.

            Although the information concerning real estate is not likely to involve any confidential material, it is suggested in any event that our development of procedures should include conventional provisions for limiting disclosures of confidential material to the people involved in preparing the reports.

            Please let me know whether you will support the suggested cooperative process for responding to shareholder information requirements, and, if so, who will be responsible for the project.

 

Sincerely yours,

 

 

 

 

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.

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