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Management Refusal to Provide Information

(December 20, 2002)

Copied below is the text of a letter transmitted by fax on December 20, 2002 (the letter showed an incorrect date) by the secretary/treasurer of Farmer Bros., stating that he is responding to a December 16, 2002 letter addressed to the company's directors requesting (a) public disclosures of management's statements to a proxy voting advisor, Institutional Shareholder Services ("ISS"), concerning issues for which management is soliciting proxies, and (b) corrections of potentially misleading information in the resulting ISS report.

At the time this letter was received, there had been no response to the repeated request of a December 17, 2002 letter seeking disclosure of the members of a committee reported in the company's December 2, 2002 proxy statement to control the votes of 6.6% of outstanding shares held by the company's Employee Stock Option Plan (ESOP").

 

Text of letter transmitted 12/20/02 1:30PM EST

 

[letterhead]

Farmer Bros. Co.

20333 South Normandie Avenue

Torrance, California 90502

Executive Offices

 

Via FAX 212-605-0325

 

December 9, 2002

 

Mr. Gary Lutin

Lutin & Company

575 Madison Avenue, 10th Floor

New York, NY  10022

 

Re:       Farmer Bros. Co.

 

Dear Mr. Lutin,

 

This is in reply to your letter of December 16, 2002.

 

We were pleased that the ISS report was generally favorable to management.  As you know, ISS has significant experience and expertise in understanding and speaking on behalf of the interests of shareholders.

 

You have advised us that you are not employed by Franklin and do not represent any particular shareholder or shareholders.  We have no record of your being a Company shareholder.  Accordingly, we do not recognize your standing to speak on behalf of Company shareholders.  The Company does not intend to respond to you further.

 

Management remains receptive to appropriate suggestions or inquiries from legitimate shareholder interests, and remains firmly committed to devoting its efforts to managing the Company’s business for the long term benefit of our shareholders.

 

Sincerely,

FARMER BROS. CO.

 

John E. Simmons

Treasurer

JES:kt

 

 

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.