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Request of Board Choice Between Public or Private Ownership

(April 16, 2003)

Copied below is the text of a letter sent to each member of the board of Farmer Bros. Co. on April 16, 2002.  Encouraging them to state their views of issues being addressed by the Forum, the letter specifically urges their choice between operating the company for the benefit of public investors or, alternatively, making a transition to private ownership on terms in a manner that will be fair to existing public shareholders.

 

 

[letterhead]

LUTIN & COMPANY

575 Madison Avenue

New York, New York 10022

Telephone (212) 605-0335

Facsimile (212) 605-0325

 

                                                      April 16, 2003

 

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.:

 

      You are each invited, either individually or collectively, to state your views regarding the issues which are currently being addressed by participants in the Forum for Shareholders of Farmer Bros. Co.

 

      It is assumed that you are informed of reported shareholder concerns about such matters as the company's compliance with federal regulations and management's provision of information required by investors, and of the interest in strategic alternatives to optimize shareholder value.  Forum participants should know how you view your essential responsibilities to public investors in relation to these and other issues, aside from the legal requirements which may be addressed by others.  I therefore encourage you to simply state your understanding of those public investor interests.

 

      In this context, I should note my observation of a nearly universal confidence among Forum participants in the ability of Farmer Bros. management to operate the company's food business.  That business could clearly be successful as either a public or a private company.  But your current policies and practices clash with the company's current status as an issuer of public securities, depriving both management and shareholders of the rewards they could be enjoying.  I therefore urge you to consider which way Farmer Bros. Co. can best progress, choosing between the public and private alternatives, and then decide how to make the transition in a manner that satisfies your fiduciary duties to existing public shareholders.

 

                                                      Sincerely yours,

 

 

 

 

                                                      Gary Lutin

 

 

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.