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Demand for Information about Company's Real Estate Assets

(December 9, 2005)

Copied below is the text of a December 9, 2005 letter demanding that Farmer Bros. provide shareholders with information about the company's real estate holdings.

The company is asked to publicly report the required information so that it will be made available simultaneously to all investors.  In relation to any information that is not reported publicly, however, the letter demands that the company produce the relevant records to the shareholder Delegate as required by applicable provisions of the California Corporations Code and the Delaware General Corporation Law.  (Since the company reincorporated in Delaware and maintains its executive offices in California, it is subject to the requirements of both states' laws for the provision of information to shareholders.)

The letter notes that its demand for information supersedes a similar but less detailed requirement of real estate information included as one of the items in an April 5, 2004 demand, with which the company had not yet complied.

In a December 13-20, 2005 exchange of letters, management insisted that the Delegate comply with a provision of the Delaware statute requiring a notarized signature for presentation of the demand, to which the Delegate responded with a notarized signature and reminders (a) that the same Delaware statute requires the company's production of the demanded records within five days and (b) that the equally applicable provisions of the California law did not require a notarized signature of the original demand.  An attorney representing management then presented a form of "Confidentiality Agreement" which would have prevented a shareholder's use of the information being sought for investment decisions, to which the Delegate responded in a January 13, 2006 letter referring the attorney to an example of "conventionally established" confidentiality  arrangements for records demands in another Forum program.  In subsequent January 26 - February 8, 2006 letters, the attorney offered revisions of his confidentiality form and reported management's willingness to prepare summaries of information, to which the Delegate responded by accepting the invitation to suggest summaries and by presenting issues to be addressed in further revisions of the confidentiality form.

 

 

Peter F. Brennan

c/o Palmer Brennan LLC

237 Park Avenue, 9th Floor

New York, New York 10017

Telephone: 212/692‑7648; Facsimile: 212/692‑7657

 

 

December 9, 2005

 

By telecopier: 310/320-2436

 

Mr. John E. Simmons

Farmer Bros. Co.

20333 South Normandie Avenue

Torrance, California 90502

 

                                                Re: Demand for records

Dear Mr. Simmons:

 

            Acting as a shareholder delegate according to the accompanying powers of attorney and affidavit, I ask Farmer Bros. Co. (the “Company”) to provide the information specified below.  You are encouraged to publicly report the information to make it available simultaneously to all investors.  But concerning any requested information which you do not publish, I demand that you produce all relevant books and records for inspection and copying pursuant to Section 1601 of the California Corporations Code and Section 220 of the Delaware General Corporation Law.

 

            Following is the information to be produced:

 

1.                  Identification of each real property asset owned or leased by the Company or its affiliates, including but not limited to full mailing address and municipal jurisdiction.

2.                  The size (in square feet or other meaningful measure) of land and buildings, date of acquisition, book value costs and depreciation, and current use of each real property asset owned by the Company or its affiliates.

3.                  The size (in square feet or other meaningful measure) of land and buildings, terms and conditions of lease, and current use of each real property asset leased by the Company or its affiliates.

4.                  Descriptions of each real property asset owned or leased by the Company or its affiliates, including but not limited to specific location, site plan, size of land in acres or square feet, detailed description of buildings and other property improvements, age and condition of improvements, and any conditions restricting or limiting use of the property.

5.                  Graphic representations of each real property asset owned or leased by the Company or its affiliates, including but not limited to site maps, plans, drawings, and photographs.

6.                  Valuations of each real property asset owned or leased by the Company or its affiliates, including but not limited to assessments, appraisals, replacement cost estimates, and insurance values.

 

            It should be noted that similar information about real property assets was included as item 5 in my April 5, 2004 demand for records,* with which you have not yet complied.  This demand supersedes only that item 5 of the April 5, 2004 demand.

 

            The purposes of this demand are (a) to analyze the investment value of the Company’s real property assets, (b) to determine whether the Company’s assets are being used effectively for the benefit of shareholders, (c) to evaluate the performance of the Company's management, and (d) to consider possible actions in support of the rights and interests of shareholders.

 

To the extent that any of the records to be produced may include trade secrets or other information that should be treated as confidential, you should identify the particular material.  If appropriate, I will consider arrangements for any such material to be reviewed by counsel subject to confidentiality restrictions which are conventionally established for these purposes.

 

It should of course be understood that neither your communications with me nor any of my communications with others will relieve the Company's management of its responsibility for providing information to public investors in compliance with applicable SEC regulations.

 

Please let me know within five business days what information you intend to report publicly and what arrangements you propose for producing the other information.

 

                                                            Very truly yours,

 

 

 

                                                            Peter F. Brennan,

                                                                        as Delegate


 

* See April 5, 2004 demand for records:

http://www.shareholderforum.com/farm/Process/20040405_letter_Delegate.htm

 

 

 

 

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.