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