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Forum Report: Progress with Exploration of Strategic Alternatives

(November 18, 2005)

 

Sent: Friday, November 18, 2005 4:55 PM
Subject: Progress with exploration of strategic alternatives

 

Following is a summary of recent Forum progress relating to the development of strategic alternatives for Farmer Bros. shareholders:

 

Prospective strategic relationships:  We have begun meeting with parties selected by the Chapman Group, the food industry investment banking firm engaged to advise shareholder interests, to explore their potential interests in acquiring or otherwise assuming responsibility for management of the Farmer Bros. business operations.  We will be evaluating these prospective strategic relationships based on their ability to make the most effective use of the company's existing business resources, since making good use of the resources will enable a new manager to generate value for shareholders and career benefits for employees.  It's our current intention to choose one of the parties in about a month, and to then work exclusively with that party to develop a proposal for a transaction.

 

Plans for realizing the value of company real estate and securities investments will be developed after we select someone to manage the business operations, in the context of that party's strategic and capitalization objectives.

 

Information requirements:  In letters from the company's current chairman and Skadden Arps, the law firm which has been representing management in its responses to shareholder interests, management has rejected my October 28 request for cooperative responses to investor information requirements, insisting that we follow the burdensome processes of formal demands under either California’s or Delaware’s laws that compel management's provision of records.  Copies of the letters will be posted on the Forum web site by Monday, and will be accessible from a link on the page presenting the rejected request.

 

Though the demand process will impose seemingly unnecessary costs on shareholders, the process will allow us to obtain all the information needed for an evaluation of strategic alternatives.  We will be drafting an initial demand for records relating to the company's real estate assets during the next week, and will welcome your suggestions of specific items that should be included.

 

***

 

Your questions and comments on these or any other matters concerning your investment in Farmer Bros. will be welcomed.

 
           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

 

 

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.