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Letter Inviting Board Participation and Requesting Information

(June 11, 2002)

Copied below is the text of a letter sent on June 11, 2002 to all members of the Farmer Bros. board of directors, repeating an invitation to participate in the Forum and presenting four initial questions.

In the absence of any response, additional letters were sent to the directors on June 21, 2002 and on June 27, 2002.

 
[letterhead]
LUTIN & COMPANY
575 Madison Avenue
New York, New York 10022
Telephone (212) 605-0335
Facsimile (212) 605-0325
 
June 11, 2002

 

By telecopier: 310/320-2436

 

Messrs. John M. Anglin,

Guenter W. Berger,

Lewis A. Coffman,

Roy E. Farmer,

Roy F. Farmer, and

John H. Merrell

c/o Farmer Bros. Co.

20333 South Normandie Avenue

Torrance, California 90502

  

To the members of the board of directors of Farmer Bros. Co.:

 

    I have previously invited your participation in a "Forum" being conducted for the benefit of Farmer Bros. shareholders, as indicated in the accompanying copies of April 19 and June 4, 2002 fax letters to Roy F. Farmer.  In the absence of any response, I now repeat the invitation directly to each of you.

 

    Several issues addressed during the Forum's initial phase concern board responsibilities.  It is assumed that you and shareholders will each benefit from understanding the others' views relating to these matters.  I therefore request your replies, either individually or as a board statement, to the following questions:

 

1.    Consideration of strategic alternatives:  What have you done to assure effective review of possible strategic alternatives, such as a recapitalization plan, the acquisition of another business operation, or a sale of the company?  What are the board's procedures for identifying and evaluating these alternatives to assure your objective analyses of shareholder interests without managerial bias?

 

2.    Investment company status:  On what basis does the board consider Farmer Bros. to be exempt from registration requirements under the Investment Company Act of 1940?  How do shareholders benefit from not registering?

 

3.    Leadership development:  What have you done to develop the board and executive management resources required for the future survival of the company?  Specifically, what plans and processes have been established for the succession of top executive officers?

 

4.    Investor communications:  What is being done to satisfy board responsibilities for providing existing and prospective shareholders with the information they need for investment decisions?

 

    Please feel free to supplement your replies with comments on other issues or your own questions for Forum participants.  It is my objective to conduct the Forum in a manner which essentially supports your ability to serve the shareholders of Farmer Bros., and I hope you will make good use of it.

 

Very truly yours,

 /S

Gary Lutin

 

 

 

Text of accompanying 4/19/02 fax letter from Gary Lutin to Roy F. Farmer:

 
 

Dear Mr. Farmer,

 

    As indicated in my telephone message, I called to introduce myself and answer any initial questions you might have about a "forum" I'll be conducting for Farmer Brothers shareholders, as described in the accompanying summary.

 

    I hope you and other members of the company's board of directors will participate actively, and will also welcome the involvement of any company employees.  It should be emphasized that the forum is open to all shareholders, including beneficiaries of employee trusts or similar programs.  Anyone providing me with an email address will be included in forum distributions.

 

    As we proceed, I will submit information requests to you unless you direct me to someone else.  It should be understood that any information requested from Farmer Brothers would be for possible use by participants in the contemplated forum, which will be open to all shareholders.  In this context you should know that I have no ownership interest in any securities of Farmer Brothers, and that I will not be soliciting proxies.  I therefore assume that you and your colleagues will give me the same information you would give anyone else who asks the same question, without preferential treatment of either.  It is not my intention to seek confidential information, and I will expect as well as respect your advice if any of my inquiries cannot be answered for that reason.

 

    Please feel free to call me about anything relating to the forum.  I'll welcome your suggestions to make the program as valuable as possible to Farmer Brothers' directors as well as to its shareholders.

 

 

 

[Accompanying Forum Summary not copied here]

 

 
Text of accompanying 6/4/02 fax letter from Gary Lutin to Roy F. Farmer:
 
 

 

Dear Mr. Farmer,

 

    You may recall that I had requested your advice in April concerning communications with representatives of Farmer Brothers management regarding issues to be addressed in a "Forum" program for the company's shareholders.  A copy of my April 19, 2002 note to you follows for your reference.

 

    Forum activities during the next few weeks are expected to focus on defining alternative business strategies and governance policies.  Shareholders will want to understand management views concerning these issues, and it is assumed that management will also want to understand the views of the company's shareholders.  I therefore renew my request for your identification of an appropriate management representative to coordinate these communications.

 

    I also renew my invitation, to you and all other Farmer Brothers directors and employees, to participate in the Forum.

 

 

 

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.