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Need for Individual Director Decisions Concerning Duties to Shareholders

(December 20, 2002)

Copied below is the text of a letter sent to each of the directors of Farmer Bros. on December 20, 2002, in response to a letter received earlier that afternoon from the company's secretary/treasurer stating that management would not respond to requests for information relevant to investor decisions.

The immediately pertinent requests had been made in a December 16, 2002 letter to the members of the board and in a December 17, 2002 letter to the company's secretary-treasurer.  It should be noted also that at this time the company had not yet provided Franklin Mutual Advisers, LLC, with the records which had been demanded in a legally enforceable form on July 26, 2002, even though management had repeatedly promised to do so.

 

 

[letterhead]

LUTIN & COMPANY

575 Madison Avenue

New York, New York 10022

Telephone (212) 605-0335

Facsimile (212) 605-0325

 

                                                            December 20, 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.:

 

            The accompanying letter received this afternoon from Mr. Simmons states that he is replying to my December 16, 2002 letter addressed to members of the board.

 

            Mr. Simmons has not responded to the letter I addressed to him on December 17, 2002, encouraging the company's reporting of information which should have been disclosed in your proxy statement.  A copy of that letter is also provided for your reference.

 

            I hope that each of you will understand that these and other refusals to provide information required by investors may stimulate concerns about management's view of its duties.  Challenging shareholders' rights to information about their company, especially in the current environment, cannot be expected to benefit anyone.

 

            As directors, each of you must decide how you can properly serve the interests of the company's shareholders.  The Forum was established, as previously explained, to facilitate exchanges of information that may help you understand and respond to those shareholder interests, and I continue to welcome your participation for that purpose.

 

 

                                                            Very truly yours,

 

 

 

 

                                                            Gary Lutin

 

 

[accompanying copy of December 20, 2002 letter]

 

 

[accompanying copy of December 17, 2002 letter]

 

 

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.